Through The Multiverse

by Battwell

Rating: everyone
Tags: Crossover, Batman, Twilight Sparkle, My Little Pony: Friendship is Magic, Alternate Universe, Human, Avengers, Other, Drama, Science Fiction, Adventure
Length: 276029

The Multiverse is in peril. An ancient being is gathering forces throughout various universes for a nefarious plan. Join Twilight and her 4 new friends as they journey through multiple worlds in order to stop these dastardly villains.

The Multiverse.

Infinite worlds. Infinite possibilities.

An ancient being by the name of The Exiled has been traversing the Multiverse in search of something. Something that will give him unlimited power over all. He has been recruiting villains from all over to do his bidding. Once he locates what he seeks there will be none to stop him.

But when Twilight Sparkle joins forces with 4 other heroes from various dimensions, his plans are put at risk. It would seem that this Unicorn is more of a problem than he thought.

Join Twilight as she and her new team of friends traverse through various worlds to beat the bad guys, and to put a stop to The Exiled and his nefarious schemes.

Read the various adventures Twilight has Through The Multiverse.

Published 2023-04-05 12:20:00 UTC
Last updated 2024-06-15 13:16:22 UTC

1. A Perfect Day

Foundation Prime

Present Day

Sand.

Moving sentient sand.

That's all there was for miles on end, no roads, no infrastructure, nothing.

Just sand.

On this dead world, there were only two beings that occupied the empty planet, the cloaked form of The Exiled, and a small miniature, cube shaped robot. The little robot had two small arms with pincers on the end of its appendages, a single ocular blue eye, and a little antenna on the top of it.

The little robot hovered through the air with The Exiled following close behind, looking from left to right for whatever it was that he sought. He had grown used to the endless vastness of this dead world, he did have over ten centuries to get used to it after all.

Starswirl's betrayal had hurt a lot, he was the only friend that he had ever had, but over time he put it behind him. It was pointless to think of such trivial matters after all. He knew what he needed to do, and there would be nothing that would stand in his way.

He's come too far to stop now.

As he watched the little robot scan the sand covered ground, he took in the sight of the sky. It was as if he was touching the galaxy itself. No clouds whatsoever. Just space, endless space. He was taken out of his thoughts when the robot suddenly beeped, indicating that it had found something of value.

"Hey, I found the thing! Uh, I mean, "Anomaly located, master"" The tiny cubic robot reported, quickly correcting itself after its slip of the tongue. It was on a mission after all, it had to act in a professional manner. Not only that, but the voice of the robot appeared to be masculine, so it was safe to assume that it was male.

Wanting to see it for himself, Exiled marched over to the spot where the little robot had found the anomaly. He shoved the robot out of the way, ignoring his objection to such an action, and knelt down. He then swiped away the sand that covered the anomaly, not wanting it to be obscured by the annoying particles.

Sure enough, there was something there after all. An inscription in the ground, detailing specific items that would be considered rare to find. Exiled scrapped his long, yellow nails across the inscription detailing six jewels before he stood upright.

"This is it," he started, "After more than ten centuries, after hearing whispers and reading the legends, I have finally found it."

After hearing this, the tiny robot's ocular eye seemingly squinted in confusion and offence, "Uh... you found it?"

Ignoring the little robot, Exiled continued, "This depicts the "Foundation Elements". Artifacts from the start of time scattered across dimensions." He revealed, showcasing the importance of these Foundation Elements. "And once I gather them all together, my exile shall finally come to an end."

Hearing this, the tiny robot raised one of his tiny arms, "Just so you know... the Foundation Elements are the cornerstones of time and space. So they're... kinda important. To the... Entire Multiverse."

This objection confirmed Exiled's suspicions, this robot was going to be troublesome. Not one to take risks, he decided to end this now. He turned to the little robot, "You have been of great use to me," he said calmly before tearing off his tattered cloak and tossing it aside, "But like everything else, your uses have come to an end."

The robot’s eye shot open as Exiled fired a blast from his fingertips.

He quickly hovered away to avoid the blast, and he continued to do so as Exiled kept on firing, hoping to destroy the pesky little cube. The robot had to get out of here, he was an explorer of dimensions, not a model made for combat. And so, he used his built in "Keystone Device" and opened an Interdimensional Breach, hoping to enter it and escape.

But unfortunately, Exiled was quicker than the little robot and proceeded to fire a Chest Blast from his core. The attack struck the little robot as it was going through the Breach, blasting it into pieces as the Breach closed itself. Various pieces of the robot fell through the portal, while others fell to the ground.

Exiled looked at the shattered remains of the robot before he began building up energy within himself. Yellow electricity crackled around him until he finally released the pent up energy in a resounding blast of power, disintegrating the sand covering the inscription.

He looked down at the inscription depicting the Foundation Elements and folded his arms over his chest, "I will have them all, I will control their power. My exile shall finally come to an end, and justice will be served." He then began pondering to himself, "But there is one complication. I have lost my ability to freely pass through multiple dimensions, my tether to this dimension remains absolute."

Then something glimpsed out of the corner of Exiled's eye. He turned to see the robot's built in Keystone Device. It was an oval shaped stone with blue glowing ancient text that none could translate, save for The Exiled, seeing as he was an ancient being.

He walked over and picked up the Keystone and held it tightly in his hand as an idea began to form in his mind. He was tethered to this dimension. But it was only him who had this limitation, no one else. If he couldn't retrieve the Foundation Elements himself, then he could force others to retrieve them for him.

Exiled closed his hand as he spoke aloud, "But there is another way." He then chuckled deeply to himself, "You are a fool, Starswirl. You sought to prolong my exile by casting me away to a dead universe, but you've unknowingly given me the means to finally achieve my goals."

He then held his hand forward as a blue glow engulfed his limb.

"The path to ending my exile starts here."

Earth 2010

Equestria

It was a beautiful day in the town of Ponyville. The sun was shining, the birds were singing, the children laughing. It was so peaceful. The sun specifically shine on the town's local library, "Golden Oaks Library", which was home to one of, if not, the most powerful unicorn in the land of Equestria.

The Element of Magic herself.

Twilight Sparkle.

The sun shined upon the lavender unicorn's face, slowly awakening her to this bright and shining new day. Twilight Sparkle was lavender in color, her mane was a beautiful indigo with streaks of purple and pink in her mane. The same could be said about her tail, indigo with purple and pink streaks in its features.

She also had a starburst Cutie Mark, signifying her special talent of Magic itself.

Twilight groggily opened her eyes as she slowly sat up into an upright position. She then stretched her forelegs as she yawned loudly, blinking the sleep out of her eyes. She levitated her blanket off of her with her magic before getting out of bed and making her way towards the bathroom to freshen up.

She used her magic to comb her mane back into proper order while she swished the water and toothpaste in her mouth before spitting it out into the sink. Once she finished combing her mane, she left the bathroom and looked at herself in the mirror, posing for herself with a smirk on her face.

"Lookin' good, Twilight." She said to herself before losing composure and sighing, "...Okay even I thought that was lame." She muttered with her head down low, her bangs covering her eyes. Twilight exhaled before recomposing herself and making her way to her bedroom door.

She used her magic to open it and made her way downstairs.

As she trotted down the staircase, the sweet, sweet smell of pancakes hit her nostrils, enticing her stomach to let out a low grumble much to her embarrassment. Twilight eventually made it downstairs and walked through the public library she lived above.

She took note of how there was currently nopony inside the local library, which saddened her for a moment. It really made her feel sad that nopony appreciated the art of books like she did. But she was taken out of her thoughts by her stomach grumbling once again.

She glared down at her barrel, "Alright, alright, I'm moving." She groaned to the complaining organ before she made her way to the kitchen to grab some breakfast. Twilight trotted into the kitchen with a happy smile on her face, eagerly awaiting her breakfast.

A small purple dragon wearing a pink apron greeted her eyes as she walked through the kitchen. The small dragon had green fins on the side of his head and green spikes on the top of his head. His underbelly was also green, as were his eyes.

The small dragon heard Twilight walking behind him, enticing him to turn around and greet her with a smile.

"Morning Twilight!" The dragon greeted with a smile on his face.

Twilight covered her mouth with her hoof as she giggled, "Morning Spike, breakfast smells amazing."

Spike finished making up breakfast and placed the pancakes on two plates before walking over and placing them on the dining table.

"So, what's on the agenda today?" Spike asked as he removed his apron and took a seat at the dining table.

Twilight swallowed the chewed up food in her mouth before answering, "Nothing much, just going to meet up with the girls for a nice, relaxing picnic."

Spike nodded before asking, "Can I come with you? Things do tend to get boring around the library."

"Of course you can join us, Spike!" Twilight answered with a great big smile before looking up at the ceiling fondly, "Gosh, it will be so nice to have a normal day. We really need it after saving the Crystal Empire from King Sombra."

"Don't forget how you passed your test." Spike added helpfully before stuffing his face full of pancakes.

Twilight giggled, "Yes, we can't forget that. Between all that happened with my brother's wedding and the Crystal Empire, we could really use a break. It'll be nice to just enjoy a relaxing day with our friends."

"Amen to that." Spike agreed.

The two finished what remained of the breakfast. With full bellies the pair were ready to move on with their day, exiting the kitchen and entering the library. As Twilight made her way towards the door, Spike suddenly jumped on her back and sat down, getting comfortable.

Rolling her eyes, Twilight lit up her horn and opened the door, making her way out into the streets of Ponyville.

Canterlot

"... And that's why, Princess Celestia, that I demand that that ruffian be banished to the moon immediately!!!"

That was all that the solar monarch of Equestria got throughout that entire rant. Princess Celestia was large in size, her coat was a heavenly white that emphasized her greatness. She had both wings and a horn, showing that she was in fact royalty. Her mane was rainbow colored and flowed behind her as if the wind were pushing it. She wore royal regalia and had a sun Cutie Mark, showing her talent of being able to move the sun at will.

And what was the solar monarch of Equestria doing at this very moment? Surely something important?

Nope, she had to sit there and endure this simpletons constant whining over how some other noble had spilt wine or some other beverage onto his coat.

Yes, it was truly important.

But the nobles ranting was cut short as the doors leading into the majestic throne room of Canterlot Castle were suddenly busted open, taking Celestia out of her daydreaming state.

The noble unicorn rolled his eyes as he turned around, "Who dares interrupt me when I am speak--"

"BE SILENT!!!" A sudden royal shout shut the unicorn noble right up.

Before the noble was a slightly smaller alicorn who had a dark blue coat with a flowing blue mane. She two wore royal regalia which had her Cutie Mark engraved on the chest piece. Speaking of her Cutie Mark, it was that of a half crescent moon.

This was Princess Luna, Celestia's little sister and the lunar monarch of Equestria.

The unicorn noble physically gulped before scurrying out of the throne room. Luna paid him no mind as she walked towards her sister at a quickened pace, "Sister, there is a matter that is of the upmost importance that needs to be attended to."

Celestia quirked an eyebrow at her sisters arrival, she never really was a morning pony, "Luna, what has you so concerned?"

Luna looked away worriedly before answering, "I felt a presence that I have not felt since days of old."

Celestia blinked a few times before replying, "...You're going to have to be more specific."

"...It is the presence of a being that has not been here since the days of Starswirl the Bearded." Luna elaborated, "Specifically the days before the tree was planted."

This caused Celestia great worry, there was only one being that would cause Luna to worry as much as this. The one who betrayed the world that welcomed him. The one who was exiled from his own home. Celestia inwardly sighed, he has returned.

She was about to tell Luna what needed to be done, but a sudden scream from the Canterlot Gardens caught both of their attention. Not wasting any time, both Celestia and Luna lit up their horns and vanished out of the throne room.

The alicorn sisters appeared in the Canterlot Gardens within a flash of light to see what had caused one of their subjects to scream. And they wouldn't have to wait long as they took in the sight before them. The very same creatures from over a thousand years ago were gathered around a stone statue.

This statue was of a creature called a draconequues. It had the talons of an eagle, the arm of a lion, a serpentine like body, the head of a pony with one antler and one blue goat horn. It had one long fang hanging out of its mouth, different sized pupils, a snake tongue, a goat beard, and white bushy eyebrows. It also had the right leg of a lizard, and the left leg of a goat. In addition, he has a bat's right wing, a pegasus' left wing, a horse's mane, and a dragon like snake's tail with a white tail tuft.

Truly chaotic.

The statue of Discord. The Spirit of Chaos and Disharmony.

Before either Celestia or Luna could react, an Interdimensional Breach appeared underneath Discord's statue. The two sisters flared their wings before flying towards the statue. But it was for naught as the statue fell into the breach.

As the portal closed, the two alicorn sisters opened fire on the lifeless husks that serve The Exiled. But before any of their shots could hit the creatures, they disappeared in a flash of light, leaving the Canterlot Gardens vacant for now.

Luna scowled angrily while Celestia suddenly disappeared, much to the younger alicorns confusion. That confusion was replaced with surprise as Celestia returned in a flash of light with Equestria's greatest defense in her magical grasp.

five necklaces and a golden tiara, each with a jewel inside of them.

A Butterfly.

An Apple.

A Diamond.

A Lightning Bolt.

A Balloon.

And finally, A Star.

Luna gave Celestia a quizzical look, "Sister, why have you gathered the Elements of Harmony?"

"Because we will need them for what comes next." Celestia revealed, "Come sister, we leave for Ponyville right away."

Ponyville

"Look, there they are!" Spike shouted happily as Twilight's friends came into view.

Twilight smiled as she walked through the gate leading towards Sweet Apple Acres, home of one of her best friends and the Element of Honesty. Each of Twilight's friends, or the Mane 6 as ponies around Ponyville had begun to call them, represented an Element of Harmony.

The cyan pegasus with the rainbow mane and tail, and a rainbow colored lightning bolt striking out of a cloud for a Cutie Mark, represented the Element of Loyalty.

Rainbow Dash performed a loopdey loop in the air.

The unicorn with the stylized purple mane, the pure white coat, and the Cutie Mark of three blue diamonds represented the Element of Generosity.

Rarity blinked her eyes a few times, causing Spike to blush, which furthermore caused Twilight to roll her eyes.

The yellow pegasus with the pink mane and the three butterflies for a Cutie Mark represented the Element of Kindness.

Fluttershy offered Twilight a small but kind smile.

The orange earth pony with the Stetson on her head and the three apples on her hindquarters represented the Element of Honesty.

Applejack tilted her hat downwards in greeting.

And lastly, the pink earth pony with the cotton candy mane and the three balloons on her behind represented the Element of Laughter.

Pinkie Pie bounced up and down as Twilight came into view.

And what Element did Twilight Sparkle represent? The Element that brings the others together, the very substance of their world.

The Element of Magic.

Twilight waved her hoof as she made it over to the rest of the Mane 6, "Hi girls! Beautiful day today, isn't it?"

"WHOOO WEEE, Well howdy Twi! Howdy Spike!" Applejack greeted back to her friends.

Fluttershy offered a meek wave, "Um... hi Twilight, hello Spike. Why yes it is a beautiful day..."

Twilight levitated Spike off of her back as Pinkie set down the picnic blanket, "Now that Twilight's here, we can get this party started!!!" The pink earth pony exclaimed excitedly.

"Now darling," Rarity chastised the excited mare before continuing, "This is a time for R&R."

"Restlessness and Rambunctiousness?" Pinkie guessed as she tilted her head to the side.

Rarity scoffed, "No Pinkie dear, Rest and Relaxation. Now I do believe that I speak for all of us when I say that we've had enough excitement for a long period of time."

"Pfft, not this pegasus!" Rainbow boasted, bumping her hoof against her chest before adding, "I'm just waiting for the next jerk to swing by so we can blast them with a giant rainbow laser."

Rarity rolled her eyes and murmured something along the lines of "So uncouth." Before removing her daisy sandwich from her picnic basket.

Twilight giggled as she levitated a gem to Spike, which he took without hesitation, "Well I'm just grateful that I have this day with all of you. Nothing could possibly ruin this wonderful moment."

Everyone agreed and went on with the picnic, that is, until a flash of light shined behind them. Turning around to see what the light show was about, everyone gasped as both Princess Celestia and Luna appeared before them with the six Elements of Harmony in their possession.

"P-Princess Celestia?! Princess Luna?!" Twilight sputtered out.

Celestia walked towards her student with haste, "Twilight, there isn't much time. You and the other Element Bearers must come with us now."

While everyone looked at each other worriedly, Rainbow Dash simply pumped her hoof into the air, "Sweet! I knew we wouldn't have to wait long to go on another adventure!"

While everyone glared at Rainbow and her straightforwardness, Twilight looked up at her mentor with worry in her eyes, "Princess, what's going on? Did I fail my test?! Is Equestria in grave danger?! DID I FORGET ANOTHER FRIENDSHIP REPORT?!"

There was no time for this.

"Twilight, I will explain everything, but right now we need to leave." Celestia explained with an authoritative tone in her voice.

"Why's that?" Applejack asked.

"I will explain later!" Celestia was losing patience now, her sudden shout causing the mares to slink back slightly. The solar monarch sighed before looking at them all with regret, "I'm sorry my little ponies. But time is of the essence and we must--"

But Celestia was cut off when a sudden tremor shook the foundation everypony was standing on. The two alicorns turned around to see an Interdimensional Breach open up behind them. The Mane 6 and Spike all gawked at the newly made portal.

"Wh-what is that?" Spike asked his mother figure.

For the first time in a long time, Twilight didn't have an answer, "I-I don't know..."

But things suddenly went from bad to worse as the Breach began to pull everyone in, including the Mane 6.

"WHAT THE?!" Rainbow shouted as she tried to fly against the Breach's hold.

Everyone tried holding onto something, but once all six Elements of Harmony were sucked into the portal, things got worse.

"THE ELEMENTS!!!" Everypony shouted.

But the portal didn't close as Fluttershy was the next to be engulfed by the portal. "FLUTTERSHY!!!" Rainbow shouted before turning around and flying into the portal.

"RAINBOW!!! NO!!!" Everyone shouted before they two were getting pulled into the portal.

Rarity.

Applejack.

Pinkie.

Celestia.

Luna.

And finally...

"SPIKE!!!" Twilight screamed in horror as her little dragon was sucked into the portal.

"TWIIIIILIIIIGHT!!!!" The little dragon screamed as he was engulfed by the portal.

Twilight immediately relinquished her magical grip on one of Applejack's trees and willingly allowed herself to be dragged into the Interdimensional Breach as well. Her friends were just taken right in front of her, she wasn't going to let them go that easy.

She would get them back. Whatever it takes.

As Twilight entered the portal, the gateway into other dimensions slowly closed. Leaving Equestria at whatever peace it would have without the two rulers of Equestria or the Elements of Harmony to protect them.

Author's Note

X-Po - Credit goes to me

2. The Speed of Sound

Earth 1991

Mobius

(Play until 0:33)

Mobius, a peaceful little planet, filled to the brim with springs, loopdey loops, and golden rings. The inhabitants of the planet have known peace for quite some time. That is when a nefarious egg shaped mad man isn't trying to take over the planet.

And wouldn't you know it, said mad man was already plotting his next plot for world domination.

Just outside the planets atmosphere, was a moon, specifically a very large moon. Only upon closer inspection, it wasn't a moon at all. It was a space station. This space station was silver in color, and roughly the size of the moon currently orbiting Mobius.

But it's most distinguished feature, was the face of a man with a comically long moustache plastered on the face of the station.

Behold, the Death Egg!

Inside the sinister space station, were multiple robots roaming around, performing various tasks to ensure that the Death Egg was up to their masters standards. But past all of the sinister weapons and robots, was the command station that was located above the launch bay.

Inside the command station was the man with the master plan. A fairly rounded bald man with skinny legs wearing a red jumpsuit sat comfortably in his command chair with an evil grin plastered across his face. He wore blue glasses with goggles on top of his head. He had white gloves and yellow buttons on his vest. The villain stroked his extremely large moustache with his fingers as he chuckled to himself.

Doctor Ivo Robotnik, but the planet Mobius knows him better as the evil Dr. Eggman!

Eggman chuckled to himself before bursting into a full on maniacal laughter, jumping up from his chair as his laughter echoed throughout the Death Egg. The man with the master plan placed his hands behind his back as his laughter ceased.

He just couldn't keep the grin off of his face, this plan was going to make sure that nothing would stop him from conquering the planet. Not even that bothersome hedgehog he had grown to loathe so much would get in his way this time.

His plan was fool proof, and there was nothing anyone could do to stop it.

Eggman heard the door leading into his command station slide open, prompting him to turn around to see who had entered. Surely enough, it was his two robotic lackeys that he had created to assist him.

But of course they ended up doing more harm than good. Lucky him.

The first robot was orb shaped and red in color, he had two skinny arms with slightly larger hands and hovered up from the ground. The second robot had the same design except with a few key differences. The differences being that he was cubed shaped and was colored yellow.

Orbot and Cubot, Eggman's two incompetent henchbots.

Eggman's face fell when he set his sights on the two robots, "Oh, it's just you. What is it? Can't you see I'm in the middle of important work here?!" He shouted at the two robots angrily.

"Sure, if you can call practicing your "evil laugh" important work." Orbot muttered to himself.

Unfortunately, the orbed shaped robot wasn't quiet enough, as Eggman heard him mutter it, "What was that?" He asked, challenging the robot to say it again.

Realizing his mistake, Orbot quickly corrected himself, "N-Nothing boss! W-We just came to inform you that the strange artifact you uncovered from the Ancient City has been fully analyzed."

The frown that was on Eggman's face was soon replaced with a sinister grin, "Excellent! I knew that venture into the Ancient City would prove fruitful. And wouldn't you know it, I was right... again." The mad scientist boasted before proceeding to walk out of the command station with Orbot and Cubot following close behind.

As the mad genius walked down the hallway towards the artifact that he had stolen, he and his lackeys passed by several robots, each with different designs.

Some were small rounded orange robots with long noses.

These Egg Pawns also had a blue variant that the doctor had walked past as well.

Eggman had paid them no mind however, since the very thing he desired was in the room to his left. Entering the darkly lit room, he set his sights on the computer monitor showing various amounts of data. He leaned forward to get a closer look at the data analysis of the mysterious artifact.

His curious expression turned into one of shock, then it morphed into a smile that spread across his face.

"Hehehehe HAHAHAHAHAHAHA!!!" Eggman laughed loudly before turning to Orbot and Cubot, "Do you have any idea what this is?!"

Cubot, confused by the question, tilted his head to the side, "A rock?"

"No you dumbbot!!! This Keystone device has properties that tap into the fabric of dimensional space! The power it has is nothing close to what we've encountered before. The closest thing to compare it to would be the Chaos Emeralds, and even with their limitless amount of power, they come nowhere as close to this... Keystone."

"Soooo... how does it work?"

"I don't know yet, but combined with the power of the Chaos Emeralds, the Eggman Empire would be unstoppable!!! When that blue menace tries to foil my plans, I'll call upon the power of the ancients and conquer the world!!! OH HO HO HO HO HO HO HO HO HO HO HO!!!"

Eggman's chortle of laughter was cut off by the sudden blaring of the alarm, red lights flashing on and off throughout the Death Egg.

Orbot looked up to his creator with his arms folded, "You were saying?"

"NO-ONE ASKED YOU!!! MAKE YOURSELF USEFUL AND PULL UP SECURITY FOOTAGE!!!"

Turns out that the main reason for the Death Egg's alarms going off was the presence of an unknown aircraft. Said aircraft was known as a Bi-Plane. It was red in color with yellow stripes on the ends of the planes wings.

The plane was piloted by a yellow fox Mobian with a set of twin tails. He wore white gloves and a pair of red and white shoes on his feet. He was yellow in color, except for the fur covering his chest, mouth and belly. He also had three bangs on his forehead.

Miles "Tails" Prower was a genius level intellect, which was surprising considering he was 8 years old. As he navigated the Tornado towards the Death Egg, he saw out of the corner of his eye one of his friends hanging onto the wing of the plane.

He was a red echidna wearing white boxing gloves with spikes on the knuckles. He had a white stripe across his chest and wore red and yellow shoes with green socks on his ankles.

Knuckles the Echidna scowled at the approaching Death Egg as he rolled his shoulder back.

On the other wing was a pink hedgehog wearing a red dress with a pink headband in her hair. She two wore white gloves with golden bracelets on both of her wrists. She also held a giant red and yellow hammer in her right hand as she clutched the wing with her left hand.

Amy Rose held her Piko Piko Hammer close as the threat loomed closer.

And standing on the back of the plane with his hands on the handlebars was their team leader. The Blue Blur. A blue hedgehog wearing red sneakers with a white strap going across his shoes, laced together with a gold buckle. His arms were tan as was his stomach. His muzzle was also tanned, and he wore white gloves.

Sonic the Hedgehog smirked his signature smile as the anticipation grew inside of him. He couldn't wait for this!

He looked down at his best friend and asked, "You sure the Emeralds are in there, bud?"

Tails looked back at the blue hedgehog and smirked, "You question my deduction skills?" He asked before feigning shock, "Oh how you wound me Sonic."

The hedgehog laughed at his friend's antics, "Yeah yeah, stupid question, I know." He then pulled out the Chaos Emerald he had in his possession and looked intently at it, "He needs all seven Emeralds to pull off whatever world domination scheme he has this time. I ain't gonna let him poach this Emerald off of me if I can help it."

Knuckles, who had been listening in this whole time chuckled, "Come on, Sonic! We're gonna smash his plan to pieces before he can even lay a hand on that Emerald."

"You got that right, Knucklehead." Sonic replied with a smirk on his face.

Amy then decided to roll her eyes, "Boys will be boys." She muttered with a smile on her face.

As they all laughed, Sonic took notice of a few robots that were coming their way. They were round shaped, Egg shaped in fact with skinny arms holding a laser pistol in their hands. They had a red torso with two yellow stripes flowing down from their collar. Their heads were silver with two big red eyes, along with a jetpack so they could fly towards their targets.

Sonic smirked at the incoming Egg Robos before nodding to Tails, "Looks like Egghead sent out the welcoming committee."

Tails took the hint and boosted forward towards the incoming forces of the Eggman Empire as Sonic leapt off of the Tornado-1. The hedgehog tucked himself into a ball and began to spin around at super speed. He then shot forward, hitting each of the Egg Robos with his signature Homing Attack.

As Sonic untucked himself, Tails boosted forward and flew under him as he fell so he could land back onto the plane.

"Thanks for the save, Tails!" Sonic thanked his two tailed pal with a thumbs up.

Tails returned the gesture before boosting towards the Death Egg, ready to take on any enemy forces that would get in their way.

Meanwhile, inside the sinister Death Egg, Dr. Eggman was watching the now active security footage being projected from Cubot's optics agape in shock, which slowly but surely turned into pure rage as his face formed into a deadly scowl.

Cubot then raised a finger in question, "Um, should we add this to the tally?"

"Wait... what tally?" Eggman asked curiously.

Orbot practically begged for his companion not to answer, not that the clueless bot took notice, "Oh! The tally of how many wins either you or Sonic have."

Curious, Eggman dared ask, "How many is the blue rat on?"

"Ummmmm..." Both Orbot and Cubot answered, poking their index fingers together nervously.

"Well how many do I have?!" Eggman asked, growing angrier by the minute.

"......None."

Eggman stood there for a moment before stomping over and punting Cubot across the room. As the cube shaped robot landed on the other side of the room, the egg shaped doctor turned his sights to Orbot, "Once that idiot has gotten back up, do me a favor and get him online."

The Tornado soared across the vastness of space, flying around the various explosions around the Death Egg. While Sonic, Knuckles, and Amy were fending off the forces targeting the Tornado, Tails, while flying, glanced down at his radar to get a location on the Emeralds' Chaos signature.

His eyes brightened up when the radar beeped, having got a location on the Chaos Emeralds.

"Guys! I found the Emeralds! Hang on!" Tails shouted as he turned the Tornado and flew at an upward incline towards the top of the space station. Once he flew to the correct level, Tails opened fire upon the Death Egg, breaking a hole into the space station just wide enough for the plane to land.

But he had limited time as the hole began to seal itself. Eggman must've planned for this eventuality, not that it would do him any good. Pushing down on the wheel, Tails boosted the Tornado into the Death Egg just a moment before the hole sealed itself.

"O-OH HO!!! Nice timing, Tails!" Sonic congratulated as the Tornado began to land inside the giant room, "I knew you could do it."

Once the Tornado came to a complete stop, Team Sonic exited the vehicle and gathered around Tails.

Knuckles was the first to speak, "Alright Tails, we're in." The echidna then looked around the very much empty room, "Soooo... where are the Emeralds?"

"According to my radar we should be right on top of them."

Now Amy was confused, "How can we be on top of them? There's nothing here."

Tails tapped his chin in thought before snapping his fingers, "They're not here because," he started before trailing off as he looked to the floor, "the Chaos Emeralds are beneath us!"

But before anyone could do anything about that, eight long capsules suddenly began emerging from the floor, surrounding Team Sonic. In six of the capsules were mystical gems, each varying in color, but looking very much the same.

"The Chaos Emeralds!" Amy exclaimed happily, "We found them!"

But something caught Sonic's eye, one of the capsules were empty, obviously meant for the Emerald he had in his possession. But the other capsule had a strange stone levitating within it.

The Keystone.

He shook away his thoughts before taking out his Chaos Emerald, "Okay, did that seem really well timed for anyone else?"

But before anyone could answer, the Chaos Emerald was suddenly pulled out of Sonic's hand. Startled in surprise, he didn't even think before the Emerald was placed in the final capsule. The blue hedgehog bolted towards the capsule, but as it closed, an electrified barrier shocked him back.

Skidding across the floor, Sonic grit his teeth as a familiar chortle of laughter played over the speakers inside the massive Chaos Emerald Chamber.

"OH HO HO HO HO HO HO HO!!!

It was then that a holographic screen displaying Dr. Eggman appeared before Team Sonic.

"This time, I'm one step ahead."

"EGGMAN!" Team Sonic shouted in unison.

The mad doctor grinned madly as he gestured down towards the now captured Chaos Emeralds, "A perfect addition to my collection."

Sonic smirked cockily before folding his arms over his chest, "What makes you think we won't take them back, Baldy McNosehair?"

"Oh I don't know. This newly discovered Keystone device would certainly put a damper on that plan."

"Keystone device?" Tails asked confusedly, wanting to know what this device was.

"A little souvenir from my raid upon the Ancient City. It was hard to find, let me tell you, the Ancients didn't want to be found, but they couldn't keep their little hidey hole from me! Once I controlled Time using the Emeralds alone... Now with the device, their combined power will allow me to control the Dimensions for generations to come!"

As Eggman grinned like a kid inside of a candy store, Sonic turned to his friends and rolled his eyes, "If only your plan was as flawless as your mustache, Egghead!" He sarcastically complimented before darting off towards the capsules.

Eggman however, was actually flattered, "Why, thank you Sonic! You know, I think after so many years of being arch-enemies we've really grown a soft-spot for one another and... HEY!"

Unfortunately for Sonic, the doctor noticed his dash towards the capsules and decided that enough was enough. It was time to play.

Sonic grinned as he tucked himself into a Spin Dash and shot forward towards the capsules. But even if he could get through the electrified barrier, he wouldn't get past him. Suddenly, Sonic was shoulder charged away from the capsules by a mysterious figure.

The hedgehog untucked mid air and landed on the cold steel floor on both of his feet. As Team Sonic gasped at the figure, Sonic just chuckled as he wiped underneath his nose with his index finger.

The mysterious figure was covered in a fiery red aura, his eyes were as black as night, save for the blood red optics. His form was eerily similar to the blue hedgehog, it was downright imitation. His claws were sharper than knives, his strength was near unmatched. His rocket booster charged, his core humming with power, his soulless eyes set upon Sonic with pure, utter malice.

There were two things that Metal Sonic was known for, his close resemblance to his organic counterpart, and his presence whenever he entered a battleground.

Sonic chuckled humorously, "How's it goin' scrap metal? Still taking your looks after yours truly?"

The sinister glow in Metal Sonic's eyes grew immensely.

It was then that Eggman decided to butt in, "As you can see, I've decided to bring Metal back online. He's faster, stronger, smarter! He's been upgraded from all of the data he's collected from your previous encounters. And not just yours either, rodent! But your friends' as well. He can predict any move you make before you even make it!"

While everyone else looked a little uncertain, Sonic wasn't fazed in the slightest, "You talk a big game, Eggman, but let's see if that actually changes anything this time around. Time to put your money where your mouth is!"

"I couldn't agree more, rat! Metal Sonic.... ATTACK!!!"

Metal didn't even have to ask as he charged forward towards Sonic at high speeds. Sonic laughed joyously as he too sped off towards his metallic rival. The two opposing forces met in the middle of the Chaos Emerald Chamber, interlocking hands as they struggled to overpower one another.

Eventually, they both sped apart and boosted around the room. As Sonic ran around on the walls, Metal followed closely behind with murder evident in his eyes. Once he was close enough, Metal slashed at Sonic's head, only for the hedgehog to duck underneath the attack and boost away from him.

Sonic skidded to the middle of the chamber as Metal charged right towards him. He ducked under one of Metal's swiped, breakdancing underneath the robot before kicking Metal upwards with both of his feet. Curling up into a ball, Sonic bounced upward and hit Metal straight in the chest, sending him crashing into the ceiling.

Sonic untucked mid fall and placed his hands behind his head in a relaxed position. But much to his shock, Metal released a burst of power that caused the ceiling to break even more. Through the smoke, Metal could be seen, but only for a second as he teleported away.

Recoiling in shock, Sonic didn't have time to react as Metal appeared beneath him and delivered a swift kick to his back. He was sent flying across the room, tumbling across the floor before planting his feet onto the floor to cease his movement. But Metal didn't give him the chance to breathe as he appeared in front of him and threw a punch.

Sonic quickly caught the punch in his hand and gave Metal a hard head butt, causing the robot to stumble back before Sonic charged up a Homing Attack and shot directly into Metal Sonic's chest. The robotic hedgehog flew across the room, but once he activated his rocket booster, he simply hovered in the air.

As he glared at Sonic, he didn't even notice the red echidna that charged up beside him and punched him in the side of the head. Knuckles turned to Sonic as Metal soared through the air, "Don't think you can hog all the action!"

Sonic simply shrugged, "Then go ahead and tag in, Knucklehead!"

The rest of Team Sonic took that as their cue to enter the fight, seeing as both Tails and Amy all charged forward towards the malicious robotic counterpart of their leader. Whirling his tails together like helicopter blades, Tails took to the air and activated his Mega Buster, which appeared on his left hand.

Tails opened fire on Metal as Sonic, Amy, and Knuckles all charged towards their enemy. Metal gave them all a look that screamed "That's all you got?" before dashing past all of the blasts and charging into both Knuckles and Amy, elbowing them both in the chest as he zoomed by.

He then locked onto Sonic and grabbed him by the throat before he could even react. Metal then hurled the blue hero at the young fox, sending them both crashing down onto the ground. Metal folded his arms over his chest as Knuckles got back up and started charging towards him.

Metal saw this coming, however, he wanted to toy with them before finishing them off.

The robot swerved right to avoid Knuckles' attack, he then delivered a smashing palm to the echidna's chest, sending him flying through the air and crashing into the wall. If Metal had the ability to laugh, he probably would have at that moment.

Sonic groaned as he got back to his feet, his eyes only focused on Metal.

Metal turned to Sonic as the Blue Blur dashed forward and kicked him in the chest, sending him skidding back across the chamber. He was about to retaliate, but then suddenly heard Amy behind him, aiming her hammer directly at his head. Smirking in his head, Metal turned and grabbed Amy's hammer, snatching it off her, and spun around at super speed, hitting both hedgehogs with the hammer.

As both hedgehogs fell to the floor, Tails flew into the air and zoomed down to try and strike Metal while he was distracted. But that unfortunately failed as Metal teleported behind the young fox and grabbed both of his tails. He then spun the poor kid around in circles before releasing him, sending the young cub crashing against the steel floor.

Team Sonic were struggling. Metal had never been this strong before, they had to step up their game. They all slowly got back up to their feet and circled around Metal, who looked as calm as a sadistic robot could look.

Sonic looked to his best friend and smirked, "Hey Tails, how about we hit ole bucket head here with a "Knuckle Sandwich"?" Everyone on the team knew what the blue hero was getting at, so they all nodded, it was time to end this.

Amy picked up her hammer and charged forward to distract Metal while both Sonic and Tails curled up into balls, speeding forward towards Knuckles. As Amy fended off Metal, Knuckles picked up the curled forms of both Sonic and Tails and dashed forward towards the distracted robot.

"HEY BUCKET HEAD!!!" Knuckles shouted, gaining Metal's attention.

Metal turned around and before he could act, Knuckles tossed Sonic and Tails at him. The two Homing Attacks collided against Metal's chest, scraping against him before launching the robot into the wall. As Metal began falling to the floor, Knuckles dashed over and delivered a nasty uppercut to the robot's chin, sending him up into the air.

Metal was stunned, time to move.

Amy jumped up behind Metal in mid air and slammed his back with her Piko Piko Hammer. As Metal descended towards the floor, Sonic jumped up and spun around screaming, "YOU'RE FINISHED!!!" He then kicked Metal so hard in the face that his visor cracked.

Metal Sonic crashed into the wall as Sonic landed on the floor. Dusting off his hands, Sonic didn't even watch as his robotic copy fell to the floor and went offline.

"So much for your upgrades. Maybe next time Metal, but don't count on it."

Sonic turned to his friends with a smile on his face, sure the fight had been challenging, but at least his friends were all okay.

"Maaan he was tough." Knuckles groaned as he rubbed his shoulder.

Sonic smirked as he leaned back, "But it's like I've always said about copy cats, 'nothing's better than the original.'" At his friends' agreeing nods, Sonic turned to face the holographic projection of Dr. Eggman, "Yo Eggy! I couldn't help but notice that you've been a little quiet."

He expected to see Eggman throwing a tantrum about losing, but to his surprise, the holographic screen was gone.

The hedgehog tilted his head in confusion, "Huh? Where did he--?"

Suddenly, a giant metal arm shot up from the floor and grabbed Sonic when he was least expecting it. The metallic grip of the robot squeezing the life out of the hedgehog as all of his friends called out for him. Sonic took notice of the robot, more specifically, the man piloting it.

The mech had two arms with razor claws, with spiked bracelets on each wrist. On the bottom of the mech were two Gatling guns, along with a jet engine to keep the mech afloat. The mech also had broad shoulders with Eggman's face on it. It was red, white and yellow in color, except for the arms which were a metallic silver.

Eggman grinned madly as he continued to squeeze the blue hedgehog with his metallic grip, "Right where I want you! Mwahahahahaha!!! Behold my latest creation, I call it the um... uh, well.... I'll come up with the name later."

Suddenly, both Orbot and Cubot popped up behind him.

"Oh, I got a name! How about the Egg Coloss--" Orbot suggested but was cut off by his creator.

"COLOSSUS!!! The Egg Colossus!!! Original name, do not steal!" Eggman shouted, ignoring the now pouting Orbot beside him, completely focusing his attention on Sonic, "Now Sonic, here's how I'd assess the situation. You're friends are in no condition to help you, and I now have you in my grasp!"

Sonic grunted in pain, but still maintained his iconic smirk, "So, is this a part of you master plan?"

"No, that starts after I destroy you."

"So, never then?"

"You cocky needlemouse! YOU'LL EAT THOSE WORDS!!!"

Eggman then threw Sonic across the room, much to Team Sonic's horror. The mad doctor then hovered the Egg Colossus towards the Keystone and smashed the capsule before taking it in his grip. The chest of the mech suddenly opened up. allowing Eggman to place the Keystone inside. Once the chest closed up, the arms of the mech were suddenly inflamed in a blue aura.

"OH HO HO HO HO HO HO!!! It appears I still have full control over the device, with or without the Emeralds! Once I get rid of you hedgehog, the Eggman Empire will expand across an infinite amount of dimensions!"

Eggman then hovered over the wounded form of Sonic the Hedgehog and raised the mechs hand, ready to strike the final blow. He then made the mech back hand Sonic away, but much to his chagrin, the attack also destroyed the capsules containing the Chaos Emeralds.

But Eggman paid it no mind, he was so close to winning after all.

He was about to deliver the final blow when suddenly, the seven Chaos Emeralds appeared around Sonic.

"W-What?" Eggman stuttered as the Emeralds lifted Sonic into the air, circling him at a fast pace.

It was then that Sonic's eyes shot open, glowing a beautiful red before the seven Emeralds shot right into him, engulfing the room in a bright, yellow light. Eggman shielded his eyes before the light dissipated. To his shock, what hovered before him was Sonic the Hedgehog, but he wasn't blue.

He was gold.

Super Sonic smirked down at Eggman as he folded his arms over his chest, that smug look on his face sent Eggman into a fit of rage. Wasting no time, Eggman boosted forward inside of his Egg Colossus and threw a punch at the golden hedgehog.

Super Sonic boosted forward and met the attack with a punch of his own, the resulting impact creating a shockwave that knocked the other members of Team Sonic to the ground. Once the shockwave ended, Sonic boosted forward and tried striking the Egg Colossus with a flurry of Spin Attacks, but Eggman raised the arms of the mech, crossing them over to block the attack.

Eggman chuckled before activating the power of the Keystone, creating a burst of energy that sent Sonic flying across the room. He then slammed his fist onto one of the multiple buttons on his center console, aiming the mech's Gatling guns directly at the hedgehog.

As the Egg Colossus fired, Super Sonic quickly boosted forward, avoiding the bullets before performing his Sonic Boom technique. Pure yellow slashes of speed erupted from the golden hero's hands, aimed directly at the mech. Eggman ceased firing before activating the mech's shield, blocking the slashes of speed.

Eggman grinned as the attacks stopped, only to gasp in shock as Super Sonic appeared right in front of him and kicked his machine directly in the chest, sending it flying across the room. Recovering quickly, Eggman activated the Keystone once more as the mech's hands were engulfed in blue fire.

"GET A LOAD OF THIS HEDGEHOG!!!"

Eggman pushed the Egg Colossus' hands forward, firing blue fire balls at the golden hero. Sonic smirked as he flew around the room, with Eggman following his every move as he continued to fire at his enemy. The hedgehog chuckled as he increased his speed, zooming around in multiple directions before speeding in front of Eggman and punching the mech 50 times at super speed, damaging the Egg Colossus in the process.

"Too slow!" Sonic shouted before releasing a burst of power that sent the mech backward away from him.

Shaking his head, Eggman regained control over the Egg Colossus as he denied Sonic's claim, "No! I made you do that on purpose! It's uh... it's part of my plan."

Sonic barked a laugh, "Yeah right, your plan is as fake as your moustache!"

Robotnik went from angry to livid in an instant, "WHO TOLD YOU THAT!!!" He screamed before regaining his composure, "...Because that's a lie!"

The two enemies then charged towards one another, resulting in another explosion of power. In the ensuing chaos, Eggman threw a right hook at his foe, to which Sonic ducked under the attack and boosted forward, shoulder charging the Egg Colossus.

Seeing that he was going in for another attack, Eggman waited a few seconds until Sonic was in just the right spot.

"GOTCHA!"

Before Sonic knew it, he was once again in Eggman's grasp.

But the hedgehog wasn't fazed at all. Instead he just said, "I wonder if there are any egg puns I haven't used yet?"

"Do you ever shut up!"

"No wait, I got another one! You seem to be struggling, do you need me to egg you on? BOOM!!!" He exclaimed as he freed himself from Eggman's grasp, the blast sending the mad doctor spinning around in circles.

As Robotnik spun around in circles, Super Sonic curled up and spun before shooting forward, hitting the Egg Colossus directly in the back, further damaging Eggman's machine. Sonic then flew higher up into the air and began moving so fast that he created Speed Mirages of himself, after images of where he had been.

All of Sonic's after images shot downward and delivered swift kicks to Eggman's "Masterpiece", much to Robotnik's displeasure. All of the Speed Mirages faded away as Sonic flew circles around the Egg Colossus, hitting the mech from multiple angles to further damage the robot.

Having had enough of this, Eggman released a burst of power from the Keystone, knocking Sonic back as he charged forward and backhanded the dazed hero into the wall.

"AHAHAHAHAHAHAHA!!! I finally have you right where I want you, rodent!"

He then boosted forward, reeling the mech's arm back as he closed in on the dazed hero. But much to Robotnik's shock, Sonic suddenly disappeared in a flash of golden light. Looking around for his arch nemesis, Eggman failed to notice how the golden hedgehog appeared right behind him.

Wasting no time, Sonic curled up into a ball and shot forward, striking Eggman's mech right in the back. As the Egg Colossus flew across the room, Sonic boosted in front of him and struck the machine with an upward kick, sending Eggman upwards screaming like a little girl.

Sonic then shouted, "CHAOS CONTROL!" and time paused, quite literally, everything was still. He flew up to Eggman and struck the Egg Colossus from multiple angles, flying around the frozen machine as he punched, kicked, and spun, severely damaging the Egg Colossus.

Once time resumed, Eggman was sent flying across the room due to the impact of Sonic's attacks. The Egg Colossus was damaged beyond repair, sparks of electricity flying off of the mech as fires began sprouting all around the mech, much to Eggman's chagrin.

Tried as he might, and he did try, Eggman just couldn't repair the mech, it was too badly damaged. Even with the added help of the Keystone, there was nothing he could do. Once he glanced up and saw Sonic's smug expression, he just lost it.

"Ggggggrrrrraaaaahhhhh!!! DO YOU KNOW WHO I AM?! I AM DOCTOR IVO. ROBOTNIK!!! THE GREATEST GENIUS THIS PLANET HAS EVER KNOWN!!! YOU'RE JUST A LITTLE MONGREL EAGER TO BE PUT DOWN!!! YOU'RE NOTHING COMPARED TO ME!!!"

"YEAH?!" Sonic shouted in response before engulfing himself in a fiery, golden aura.

He then boosted forward, ready to finish this. Eggman screamed in pure rage as he raised the Egg Colossus' arms, hoping to block the incoming hedgehog. But it was for naught as Super Sonic just charged right through the mech's torso, bursting through the back of it.

Turning around to see his handy work, Sonic smiled as the Egg Colossus began to explode in a blaze of glory.

Eggman turned to face his enemy, gritting his teeth, "Curse you Sonic!!! You'll pay for this!!!" He screamed before the mech exploded, falling from the air and crashing down onto the floor in a blazing heap.

Sonic landed in front of the destroyed Egg Colossus, breakdancing on the floor before flying upwards and striking a relaxed pose. His arms resting behind his head with one leg resting over his knee.

"Eggman Empire? Yeah right!" Sonic exclaimed sarcastically before floating back down onto the floor.

"SONIC!!!" Team Sonic yelled as they rushed over towards their leader and friend.

Sonic turned and gave them a thumbs up, "Did you guys enjoy the show?"

"Are you kidding?! You were amazing..." Amy gushed.

Knuckles however, simply waved his hand dismissively, "I could've beaten Eggman twice as quickly. But you still did good."

Sonic rolled his eyes at the comment before feeling something collide with him. He looked down to see Tails hugging him. He chuckled before wrapping his arms around his adoptive brother, not wanting to let go. But unfortunately, he had to, as something, or rather someone sturred beneath the wreckage of the Egg Colossus.

Surely enough, it was Eggman, Orbot and Cubot,

Robotnik climbed out of the wreckage with his two lackeys doing the same. Glaring hatefully at his enemy, Eggman said, "This isn't over, hedgehog. Don't forget that you and your friends are inside my space station. My stronghold! My army of Badniks will be here any minute now, and you'll finally--"

But whatever Eggman was going to say would never be said, as he was cut off by the sudden appearance of an Interdimensional Breach, which opened up just behind the wreckage of Eggman's destroyed creation.

Before anyone could question where the Breach came from, a yellow laser beam suddenly struck Sonic in the chest. As the hedgehog fell to the floor, the seven Chaos Emeralds shot out of him and began flowing towards the portal. Once the Emeralds entered the rift, the wreckage Eggman and his lackeys were sitting in began to flow towards the rift as well.

"WH-WHAT'S HAPPENING?!" Eggman shouted before screaming as he, Orbot and Cubot were sucked into the portal.

Then, before anyone could react, Amy was pulled in as well, her screams echoing throughout the chamber. Once she disappeared, Tails began screaming as he was also being pulled in. Knuckles grabbed onto his hand, but it would be for nothing as they were inevitably pulled into the rift.

Eyes wide in shock, Sonic sprung up onto his feet and boosted towards the closing portal. Quick on his feet, Sonic managed to jump into the rift before it closed, leaving this universe behind him as he followed his friends into wherever the portal wound up taking them.

Author's Note

Egg Colossus - Credit goes to me.

Dr. Eggman - JaysonJeanChannel

Tails

Sonic

Metal Sonic

Amy Rose

Knuckles

Orbot and Cubot

All credit goes to Nibroc - Rock

Super Sonic - JaysonJeanChannel

3. The Dark Knight

Earth 1

Gotham City

Gotham City, a cesspool of crime and villainy. Murderers. Thieves. Criminals. Scum. A city overrun by crime and corruption. The police force can't do anything, all the good cops are either dead or are on a payroll. The streets are filled with a cowardly and superstitious lot.

But there is hope in the overwhelming darkness. A guardian that watched over his city, his crusade bringing terror to any criminals that encounter him. A light shines in the sky, a signal if you will. A Bat Signal, shining through the clouds and into the sky.

And with this signal, Gotham is relying on one man to save them all.

The Iceberg Lounge

The Iceberg Lounge, the club that was opened exclusively for criminals. The place where shady dealings take precedent over anything else. Why was it called the Iceberg Lounge? Because of the giant iceberg placed in the middle of the club.

The club doors suddenly opened up, the club was closed for the night as the owner didn't wish to be disturbed. He had an important meeting to attend to. And one of the meetings participants entered the club, he was a very big man, in height and in stature. He wore a vest with tubes filled with green liquid flowing through them, the tubes entered his back, allowing the liquid to flow into his bloodstream.

He wore a black and white mask with holes in its eyes, nose and mouth. His veins glowed green due to the liquid in his system.

Bane: The Man who Broke the Bat.

The luchador walked into the club slowly, not trusting the situation at all, after all, Bane wasn't a very trusting person. The doors closed behind him as he entered the main lobby, which was filled with tables, chairs, and most notably, a giant iceberg.

Bane folded his arms as he waited for his host. He had received an invitation to a meeting that was being hosted here, he had reservations about attending this meeting, but his curiosity got the better of him in the end. As he waited, he took note of the giant iceberg before him, a ridiculous piece to be held in a club. He wondered how they kept it from melting, but his thoughts were interrupted by the sound of footsteps approaching him.

Bane turned around to see a well suited man approach him.

He wore a white suit, well half of it was white anyway. The other half was charred black with various tiny holes in it, revealing the melted skin beneath. Not to mention that half of the man's body was also burned an melted. His left side was melted and burned, leaving his left side bald of any hair, revealing his teeth inside of his cheek bone, and burning off his eyelid.

On his right side was a man who has black hair and was seemingly normal in contrast to his left side.

But in his left hand was a coin, one side was scratched out while the other side was normal.

Harvey Dent: Aka Two-Face.

The literal two faced villain walked into the main lounge of the club, flipping his coin in his left hand before he set his eyes on Bane.

"Well, well, well, isn't this a surprise?" Harvey said in a surprised tone, "What in the hell are you doing here?"

Bane frowned slightly underneath his mask, "I was called here for a meeting, yet our host has not been gracious enough to show up yet."

Two-Face walked over and stood beside Bane as he responded, "Well he'd better get his ass here soon. I don't like my time being wasted."

"Agreed."

"Gentlemen!" A sudden British voice sounded off throughout the lobby of the club, "I must apologize for my lateness, unfortunately I had prior arrangements that could not be rescheduled."

Both Bane and Two-Face turned their heads towards the lobby entrance to see a short, fat man hobble into the room. The man wore a top hat with a black jacket, a white vest, with a bowtie around his neck. He had grime teeth and a long, sharp pointy nose. On his right eye he wore a monocle, he had a cigar in his mouth, and he held a black umbrella.

Oswald Cobblepot: Aka The Penguin.

The short business man stamped his umbrella on the floor, signaling his goons to bring in the merchandise. Said merchandise was held inside a box made out of lead, which was oddly peculiar to both Bane and Two-Face.

Bane folded his arms over his chest, "Get to the point, Cobblepot, why did you call us here?" He asked before frowning, "You said you'd have something I'd want, you better not be wasting my time."

Cobblepot waved his hand in defense, "No, no, no, trust me when I say that you'll want to hear what I have to say." He then cleared his throat before smirking, "That is if you're both interested?"

Bane simply nodded before Harvey flipped his coin into the air. It spun around a few times before landing in the villain's open palm. It was on the clean side, so he looked up from the coin and nodded to The Penguin.

"Excellent! Now let's get down to business shall we?" Penguin declared before removing his cigar from his mouth and motioning towards the lead box, "Y'see, I’m what you might call, a collector. If someone wants it, I like to think I’ve got it. And, if I don’t have it, I’ll get it."

Penguin then took a puff of his cigar before continuing.

"I'm sure you lot have heard about the string of robberies going around both Gotham and Metropolis?" Both villains nodded, "Yeah, and I'm sure you've also noticed how nothing was actually stolen. Now I got to thinking, "Why rob a place and end up stealin' nothin'?" But that's when I found a... shall we say causality. The places being robbed, specifically tech companies, were housin' this thing 'ere."

Everyone in the room turned their heads towards the box.

Two-Face looked back up at Cobblepot and said what was on everyone's minds, "Each company was housing the box at the time."

"Exactly! So I figured I'd steal it for myself and sell it to the highest bidder. Starting with you two, I figured you lot would want a shot at this."

Bane was silent for a moment before asking, "What does the box contain?"

Penguin grinned at this, "You know Lex Luthor? He's put a bounty on the blue boy scout's head. 50 Million dollars to whoever does 'im in. And in this box is the only thing that can get the job done."

Motioning his hand, Penguin ordered his thugs to slowly open the lid of the box. Through the cracks, a bright green light shined through. Once it was completely opened, everyone gazed upon the large chunk of Kryptonite. The last remnants of the dead planet Krypton.

Bane's face remained stoic while Two-Face grinned like a kid in a candy store.

"Shall we start the bid off at one hundred thousand?" Oswald said eagerly with a sick grin on his face.

The roar of a car engine echoed throughout the streets of Gotham, one that drove fear into the hearts of any criminal that heard it. The car it belonged to had black armor plating all over it with bullet proof wheels so nobody could take out the tires. It also had a rocket booster attached to the back of it to increase its speed.

The Batmobile roared as it sped through the streets at insane speeds.

It was driven by the owner of the car, a man dressed like a bat. His cowl, gloves, boots and cape were black, his eyes white to stir fear into the hearts of his enemies. His combat suit was grey in color with a giant black bat symbol imbedded onto his chest. On his wrists were wrist blades to ward off any weapons coming his way. He also wore a Utility Belt housed with various weapons he would need for any situation.

He is vengeance. He is the night! He is Batman!

Sitting beside the Caped Crusader was his sidekick. He wore a red suit with black sleeves, along with green gloves with wrist blades to go with it. The outside of his cape was black while the inside was yellow, as were the edges of his cape and hood. He wore a green eye mask with white eyes. He wore green boots with red laces, as well as a yellow Utility Belt. On the left side of his chest was a black circle with a yellow R stitched into it.

Damian Wayne: Aka Robin.

The son of the bat stared out of the car window, irritation etched onto his face as he watched the rain fall onto the glass separating him from the outside world. It had been a few months since his mother, Talia Al Ghul, had left him in Bruce's care. He knew that his father was having trouble with getting him to adjust to his way of justice.

Damian had spent most, almost all of his life training with the League of Assassins, who was headed by his grandfather, Ra's Al Ghul. It would make sense why Damian found his father's brand of justice to be weak.

The Batmobile suddenly stopped in an alleyway next to the Iceberg Lounge. They had obviously reached their destination. The door above them slid open and Batman jumped out with Damian following behind him. The two then took out their Grappling Hooks and aimed upwards, firing their gadgets and zipping upwards onto the roof of the club.

Once they both landed on the roof, they put their Grappling Hooks away and peaked down the skylight of the club.

"So this is where the Kryptonite ended up?" Damian asked, breaking the silence between them both, "In the hands of this filth?"

Batman didn't even look at his son as he responded, "Cobblepot wants to sell it to the highest bidder. I want it off the streets."

"But what would they want with Kryptonite anyway?"

"What else? To kill Superman."

Damian glared down at the trio of villains down below with contempt, "It'd be so much more efficient to strike down and kill them all. Never having to deal with them ever again."

"You can't be a killer and a hero." Batman said tersely as he finally turned to his son with a hard glare, "It's one or the other."

Damian rolled his eyes at that, "Says who? Not history."

"What you want is vengeance, not justice."

"They're the same thing, Father."

Batman's glare harshened, "No. Killing." He growled slowly before adding, "Justice, not vengeance."

While he wanted to argue the point, he knew that it would get them both nowhere. So Damian sighed before returning his gaze to the three criminals in the Iceberg Lounge, "Very well, how do you wish to play this?"

The coin flipped through the air a few times before coming to rest in Harvey's burnt palm, "Five hundred thousand." He bid to Oswald, hoping to get his mismatched hands onto that Kryptonite.

When Bane scoffed, Two-Face turned to the luchador as he declared, "That is nothing, I'll bet a million."

But Harvey wasn't going to give up that easily as he turned to Bane and growled, "Two million!"

As the two villains fought over how much they were willing to pay for the Kryptonite, Penguin just kept on adding fuel to the fire, "That's two million! Do I hear three?"

Suddenly, before any more bids could be made, the skylight above the club shattered, catching everyone's attention. When all the villains looked up, they saw two shadowed silhouettes fall down, their capes widened to slow their landing. Both Batman and Robin landed in front of the trio of villains, with the Dark Knight landing on a table and the Boy Wonder landing on the floor beside his father.

Getting out of his shock quickly, Penguin pointed his umbrella at the Dynamic Duo, "It's Batman and his little brat!"

"Kill them!" Two-Face shouted as he aimed his gun at the two heroes.

Suddenly, the top of Penguin's umbrella flipped open before shooting bullets like a gun. While Batman grappled upward, Robin unsheathed his sword and dashed forward, using his quick reflexes to dodge Penguin's artillery. Damian quickly took out three Batarangs and hurled them at the corrupt villain.

Oswald stopped firing before a blade unsheathed itself from the top of his umbrella. He then parried the Batarangs as Robin launched himself upward. He was then kicked in the face by the Boy Wonder, which sent him flying into the bar behind him, breaking multiple and expensive bottles of alcohol.

Once he got back up to his feet and recomposed himself, Penguin turned his head to his two goons, "Oi! What am I paying you idiots for?! Somebody kill that freakin' kid!"

But as soon as the two goons saw Damian pointing his blade at them with a sinister smirk on his face, they both turned and ran away like the cowards they are.

To say that Oswald Cobblepot was flabbergasted would be an understatement, "Get back here ya mutts! When I get my hands on you cowards, I'll make you regret the day you crossed me, you balless pieces of shi--" He was cut off as another bottle of liquor fell and broke right on top of his head, knocking him unconscious.

While that was going on, Batman glided down and kicked Harvey in the chest, sending him crashing to the floor. As the hero landed, the villain quickly scurried onto his feet and fired his gun. Batman shrouded himself with his cape, the bullets bouncing off of it.

Tossing his cape, Batman threw a Batarang directly at Two-Face's hand, disarming the gun from his hold. Before he could react, Batman quickly used his Grappling Hook and pulled himself towards Two-Face.

"Aw hell." Was what Harvey Dent muttered to himself before Batman's knee collided with his mismatched nose. With a broken nose added to his wounded pride, Two-Face fell backwards onto his back in an unconscious state.

Batman turned his head as Robin walked over smugly, seeing as how he didn't kill anybody, he felt a sense of proudness inside of him. But that was quickly replaced with irritation as Damian folded his arms and said, "While my way is better, I still did it your way. Happy?"

"Hahahahaha." The booming laughter coming from behind them caused them to snap their bodies around, already on guard to fight the final villain at this gathering.

Bane was sitting at a table with a glass of scotch in his hand, swirling it around as he chuckled to himself, "So you're the new Robin I've heard so much about." He started before lifting the glass to his mouth and finishing his drink in one gulp, "I am impressed."

"Funny, cause I haven't heard a thing about you." Damian replied with that irritating smug attitude he was known for.

That caused Bane to chuckle, "That is surprising considering I'm the man who broke the bat." He then pushed himself away from the table and got up onto his feet, cracking his neck before turning to face the Dynamic Duo.

Batman frowned at his foe, "What do you want?"

Bane smiled, "When we met before, I broke the bat." He then proceeded to crack his knuckles, "Today, I break the man. You see I've been keeping a watch on you ever since our last encounter, Batman, and I know you've been investigating these recent attacks on facilities watching over that." He revealed as he pointed to the box containing the Kryptonite behind the two vigilantes.

"So when I ordered one of my men to tip off Mr. Cobblepot as to the next location of the Kryptonite, I knew it would eventually lead both me and you here. It was made easier when Penguin actually invited me to bid for the Kryptonite, but the end result was the same."

Batman scowled, "You mean you wouldn't have to charge in guns blazing for the Kryptonite."

"Cobblepot has connections all over Gotham, it was the most logical play." Bane replied with a smug expression on his masked face. "Now I have everything I wanted, I have the Kryptonite which I will use to kill Superman and claim my bounty. And I have you, so that we can finish what we started so long ago."

As Batman readied himself, Robin pointed the tip of his blade directly at Bane, "Enough with the chit chat, who the hell do you think you are anyway?"

"A nightmare much like your mentor," he replied sinisterly as he pressed the button on his left wrist, pumping the Venom into his veins. As his muscles grew larger, Bane smiled sadistically at his foes, "But you may call me Bane."

Bane charged forward at incredible speeds, causing both Batman and Robin to leap out of the way. Several tables and chairs that were in Bane's path of destruction were demolished as the behemoth charged through them. Still in the air, Batman hurled three Batarangs at Bane's back, hoping to cut some of the tubes pumping the Venom into his system.

But Bane turned around and allowed the projectiles to dig into his arm. The villain chuckled but stopped abruptly as Robin delivered a spinning kick to his chest. Bane slid back, the attack not hurting him in anyway, before throwing a punch at Robin's head. But the boy quickly ducked under and rolled away, attempting to slice a specific spot in Bane legs with his sword as he rolled. But the armored plating on his feet prevented that.

Robin got back to his feet and darted forward, his sword ready for blood as Bane turned to face him.

Damian leapt into the air, sword raised above his head, ready to strike. But as he brought it down, Bane caught it in his hands, shocking the boy.

Bane chuckled humorously at Robin's stupor, "You're not the only one who has trained with the League of Assassins." He then hurled Robin across the room, watching as the boy crashed through a table as he landed.

The Venom addicted villain scoffed before turning around... only to be met with a boot to the face.

Batman backflipped through the air before throwing ten explosive Batarangs directly at Bane. The projectiles exploded in the villain's face, allowing Batman to take out and fire his Grappling Hook. But much to his surprise, Bane grabbed the line and tugged on it hard enough for Batman to be pulled out of the air.

Before Batman could do anything, he was decked in the face by Bane, sending him sprawling to the floor. Shaking himself out of his daze, Batman reacted quickly enough to catch Bane's boot with his hands. Struggling to keep hold, Batman moved his right hand away and proceeded to punch the side of Bane's knee, causing the villain to grunt in pain as he moved his boot away from Batman.

The Caped Crusader jumped to his feet, kicking Bane in the chest in the process. The two foes glared at one another before charging forward.

Robin, who was getting back up, saw that his father had Bane distracted for the moment.

Now was his time to strike.

Taking his blade, Robin dashed forward and fired his Grappling Hook to get the high ground above Bane. Once he was high enough, Damian griped his sword with two hands and raised it above him.

At this point Bane had Batman by the neck, "This pain you are feeling Batman, telling you that you're still alive. That you have a chance to live... heh, it's lying to you."

But just before he could finish him off, Bane felt the Venom stop flowing into his veins, he felt the tube disconnect from his back. He felt weaker, powerless to do anything. He turned his head behind him and saw Robin kneeling behind him, his sword covered in Venom. When the boy looked up and smirked at him, Bane went livid.

Now or never, Batman kicked himself away from Bane, stunning the villain long enough to finish this.

"N-No... I am supposed to break the bat..." Bane muttered weakly as he stumbled backwards towards Robin.

"No Bane, this time, I break you!"

Batman spread out his cape before darting down and kicking Bane in the face, causing the villain to turn around so Robin could deliver an upward kick to Bane's chin. As the villain was falling backwards, Batman let go of his cape and dropped down, punching Bane in the face so hard that he fell to the floor. Bane tried getting back up, but Batman wasn't going to let that happen.

He loomed over his fallen foe and said two words that Bane never wanted to hear, "You're broken." And with that, Batman stomped on the back of Bane's head, knocking him unconscious.

With the battle over, Robin walked over to the unconscious villain and held his sword over his beaten form, "So much for being my nightmare. I could kill you right now and never lose sleep over it."

"No."

Robin looked over and saw Batman glaring at him, "But Father."

"Damnit Damian!" Bruce shouted, finally losing his temper, "It's a line we don't cross. If we do, we're no better than them."

Robin was about to retort but didn't when the emergence of an Interdimensional Breach interrupted him. Both Batman and Robin turned to the portal, looking at it with curious eyes. But they kept on their guard as they approached it, which did them some good as three of those creatures from one thousand years ago jumped out of the portal.

The one in the middle nodded to the one on the left, signaling it to get the Kryptonite, but it stopped when a Batarang flew right past it. All of the creatures turned to Batman and Robin.

"Guess these are the ones trying to steal the Kryptonite." Damian surmised.

Batman took a step forward and ordered, "You're going to tell me who you are, how you got here, and what you think you're doing in my city."

When they received no response, Damian shot forward with his blade ready, "He asked you a question!"

Robin raised his blade, but it didn't do much good, as one of the creatures jumped up and slashed his blade in half with its sword like limbs. Before he could react, Damian was kicked in the back by the creature, who appeared behind him at impossible speeds.

Before his eyes, Batman watched as his son fell into the portal.

"Damian!" He shouted as the creatures, who now had the Kryptonite, were entering the portal.

Wanting to get his son back, and wanting to stop those creatures from using the Kryptonite, Batman dashed forward and jumped into the portal before it closed permanently. As the sirens blared outside the club, the police would be left to wonder where their guardian is.

And when he would come back.

Author's Note

Bane - ArkhamNatic

4. Let's-a-Go!

Earth 1983

The Mushroom Kingdom

"MAAAAARIOOOOO!!!"

The distraught scream of a woman echoed out throughout the land, calling out for her hero to rescue her from the enemies clutches.

This woman wore a pink dress with a blue pearl on her chest, along with blue earrings to go along with it. Her hair was blonde in color while her eyes were a majestic blue. She wore white gloves that go up to her elbows along with a golden tiara, signifying that she was royalty.

Princess 'Peach' Toadstool tried struggling out of her capture's magical grasp, but it was for naught as the creature simply waved his wand, tightening the magical grip around the young girl.

Peach glared over to the one holding her captive, a small yellow creature wearing a blue magicians robe and hat. He had a golden wand with a red gem at the tip. His most notable feature was the comically large glasses he was wearing.

Kamek the Magikoopa wheezed as he laughed, adjusting his glasses with his free hand before slowly walking around the captured princess.

"No point in struggling, Princess Peach," Kamek informed the girl with a smirk, "My magical prowess cannot be overcome. You shall remain in my grasp for as long as I see fit."

Now it was Peach's turn to smirk, "You mean for as long as your master sees fit, right? You are his lapdog after all, aren't you Kamek?"

That actually managed to catch the Magikoopa off guard, resulting in him snarling at the cocky princess. But once he calmed down, Kamek recomposed himself and chuckled, "If you think your little tricks will save you, then think again. Not only are you my hostage, but we have literal cannons pointed at your kingdom."

As much as Peach hated to admit it, the little servant did have a point. She was currently standing on the deck of the very thing that could wipe out her kingdom in a few shots. This airship had propellers to keep it up in the air, cannons sticking out of the side of it, and the face of a Koopa with horns on the front of the ship.

Peach looked down at her kingdom in worry, her large castle glimmering in the sunlight, keeping a watchful eye over her kingdom. But Peach's worry for her subjects dissipated when she remembered that he would be coming to save her and her kingdom.

"I may not be able to escape, but Mario will save me!"

Kamek's face dropped at that, "You let me worry about the mustachioed man, he won't be saving you this time."

Peach was about to scoff and retort at that, but stopped when she saw the wooden door behind Kamek open up. The Magikoopa turned around and grinned madly as heavy thuds were heard approaching them. In the darkness was a set of fiery red eyes, followed by a sinister, deep bellowed chuckle.

Then from the darkness stepped out a massive turtle with spikes on his shell and the tip of his tail. He was yellow in color, except for his face, which was green. His hair was a fiery red, as were his eyes. He had a set of horn protruding from his head, along with a maw full of razor sharp teeth. He had spiked bracelets on his neck, arms and wrists to go along with his look.

Bowser, the King of the Koopas had finally arrived.

For the longest time, Bowser has had a massive crush on Princess Peach, some may call it obsessive, he calls it compassionate. He has kidnapped her and tried to take over the Mushroom Kingdom on multiple occasions, only to be thwarted by a mustached plumber that he has grown to loathe.

Peach rolled her eyes as Bowser marched over towards her, not the reaction he was expecting but he would roll with it.

Bowser outstretched his arms and greeted the love of his life, "Princess Peach. As beautiful as ever I see, not that I doubted that of course!"

"Seriously? This is starting to become old y'know?" Peach replied in a bored tone, causing Bowser to frown, "We both know how this goes, you cause trouble, Mario shows up and sends your spikey hide back to the Dark Lands so you can then proceed to throw a temper tantrum over how Mario humiliated you yet again."

And with that, Bowser was at a loss. Were his fights with the moustache man really that formulaic? No, surely not right? But it didn't matter to the King of the Koopas as this time would be different.

Bowser wagged his finger in front of Peach's face as he retorted, "Oh but this time will be different, I assure you my love, we will be together forever. No moustachioed third wheel will get in my way this time."

Peach stared blankly at Bowser, "You just don't know when to take a hint, don't you?"

Bowser blushed slightly as he looked away, chuckling nervously at the situation, "W-What can I say? You're worth fighting for Princess. I guess love really makes a guy come out of his shell. Heh heh heh heh.... heh."

Peach wanted to throw up right then and there.

After a brief awkward silence, Bowser moved his eyes towards Kamek and whispered, "I told you that line wouldn't work!"

But Kamek just gave his master a thumbs up and replied, "You're doing greAAAAAeeeet." But in his head, he knew that Bowser was fumbling the bag.... hard.

Coughing awkwardly, Bowser recomposed himself and continued, "A-Anyway, now that we're here in the sky above the clouds. I wanted to ask," he leant forward and got right in Peach's face, "Princess Peach, will you marry me?"

Peach yawned.

Bowser did a double take.

Kamek pinched the bridge of his nose.

The Princess took notice of the surprised yet hurt look on the Koopa's face, "Oh I'm sorry, you were just boring me considering this is like the three hundredth time you've asked me that insane question."

Bowser looked genuinely shocked, "Really? Three hundred?"

Peach nodded slowly.

Bowser was beginning to sweat nervously, "W-Well has your answer changed at all since the last time I asked you?" He asked hopefully.

She shook her head.

The King of the Koopas growled in frustration, "Well you might want to reconsider. Y'know considering I have literal guns pointing at your front yard." He threatened with a lowly growl, actually managing to look slightly intimidating.

Peach looked down at the ground, this monster did have a valid point. With a heavy sigh, Princess Peach was about to answer Bowser's question again, except this time she was cut off by a large explosion originating from down below in the Mushroom Kingdom.

With his eyes wide, Bowser stomped over to the edge of the ship and peered down below, "WHAT'S GOING ON DOWN THERE?! CAN'T YOU SEE I'M IN THE MIDDLE OF PROPOSING TO THE LOVE OF MY LIFE HERE?!" He yelled with a ferocious roar before gasping loudly.

Curious as to what was going on, Kamek brought himself and Peach over next to Bowser and looked down below. The sight down there made Peach grin like crazy.

Bowser's forces, which were made up of tiny yellow turtles, small brown creatures with stubby legs, actual living balls and chains, were currently getting their butts handed to them.

The Koopa Troopas were being tossed around inside of their shells like projectiles.

The Goombas were being stomped on like they were nothing.

And the Chain Chomps were being spun around by their chains before being hurled off into the sky.

Who was causing such destruction?

The answer. A giant gorilla.

This gorilla was actually known as a Kong, and this one wore a red tie that had the letters DK stitched into it.

Donkey Kong puffed out his chest before beating it with his fists, laughing proudly as he gazed upon the incoming forces of Bowser's minions. Chuckling deeply, DK cracked his knuckles before stomping his foot onto the ground.

"Oh ho ho, ok, now this is gonna be fun." Donkey Kong said with a smile before charging forward towards the amassing forces of Bowser's kingdom.

Behind him, a mustached man wearing blue overalls, white gloves, a green shirt, and a green hat with the letter L stitched into it was running away from a trio of Goombas scurrying their way towards him, screaming like a girl.

Luigi picked up the pace as he continued to run away, "M-M-M-MAMA MIA!!! JUST HOW MANY OF THESE THINGS ARE THERE?!" He screamed fearfully as he continued to run away.

Donkey Kong, who was currently busy swatting away multiple Koopas with his gigantic arm, turned to look at his ally and grinned at the sight, "Aw come on, Luigi, you're scared of those guys? Seriously?! Meanwhile I'm over here having the time of my life!"

The Kong then leapt into the air and smashed his fists into the ground, creating a shockwave that sent all of the Koopa Troopas back into their shells. He then picked up two of the shells and hurled them forward, both projectiles bouncing off of multiple Goombas in the process.

"AW YEAH!!!" Donkey Kong roared with excitement, pounding on his chest some more, "WHO WANTS SOME MORE?!"

As the battle continued to rage on down in the Mushroom Kingdom, Peach, with the smuggest look on her face, turned to Bowser and taunted in a sing-song voice, "I told you~" She then stuck her tongue out like a child.

Wiping his hand down his face, Bowser muttered, "Good grief." Before walking away from the edge of the ship grumpily. But he suddenly stopped when he realized something. Or rather the absence of a certain someone. "Wait a minute!" He shouted before charging back over and peering down below, looking out for any sign of him. Bowser growled "Where is he?!"

"Looking for me?"

Everyone's heads snapped towards the sudden voice, some faces were filled with glee, while most were filled with dread and anger. There, standing aboard his ship, was Bowser's most hated enemy. The mustached man in blue overalls, wearing white gloves, a red shirt, and finally, a red cap with the letter of his first name on it.

"MARIO!!!" Everyone aboard the ship shouted as the plumber tipped his cap downward.

Mario smiled at the princess before stating, "It's-a-me!"

Bowser snarled, bearing his fangs as Mario pulled out a small red and yellow flower with beady eyes out from his back pocket.

The King of the Koopas felt a burning sensation in his chest, his raw hatred for Mario literally burning up inside of him. Puffs of smoke erupted from the sides of his mouth as his eyes lit up dangerously. He wouldn't let him ruin everything again. He wouldn't lose to him ever again. Never again.

Mario smirked at his nemesis as he brushed his finger tips along the anthers of the Fire Flower. This caused a swirl of flames to circle around Mario's arm, soon consuming the rest of his body in flames. Immediately after that, the fire around Mario exploded outward, revealing the same plumber, except his shirt and hat were now white while his overalls were white.

Bowser had had enough, feeling the burning sensation rise up his throat, he released a burst of flames from his mouth, directed right at Mario.

The hero felt the same burning sensation, only it was in his hands instead of his core. He released a burst of flames directly at the incoming fire attack. The two attacks collided, resulting in a massive explosion of flames. Bowser staggered back as Mario jumped into the air.

"Let's-a-Go!" Mario shouted before aiming his right foot downward, changing his trajectory to move down towards Bowser. Before his nemesis could recover, Mario delivered a nasty kick to the side of Bowser's head, sending the Koopa tumbling across the brig of the airship.

Landing on his feet, Mario turned to Kamek and hurled a fire ball at the Magikoopa. The impact sent Kamek flying right off of the ship, freeing Princess Peach in the process.

Now free, Peach quickly ran towards Mario and engulfed him in a tight bear hug, "I'm so glad you're here!" She exclaimed before letting go, "Could've been here a tiny bit sooner though." She joked as she slugged his shoulder.

"Sorry, traffic was rough, I'd be happy to make it up to you." Mario replied with a sly smirk.

Peach giggled, "I'd like that."

As Mario and Peach both laughed, they were blissfully unaware that Bowser was slowly getting back up onto his feet. Gazing at the sight before him with pure hurt and rage, his eyes lit up like a fiery inferno as he commanded, "FIRE THE BULLET BILLS AND DESTROY THE MUSHROOM KINGDOM!!!"

Both Mario and Peach's eyes shot open at the command, their fear further elevated as six shots fired from the airship's cannons. Turning around, both of them saw six black rockets with white arms and eyes flew down towards Peach's castle.

Mario wasted no time in picking up Princess Peach bridal style and rushing right to the edge of the airship. Then to both Peach and Bowser's shock, Mario jumped right off the airship.

Peach screamed as she dug her face into Mario's shoulder.

Bowser screamed as he darted over to the side of the airship.

Mario smirked before quickly reaching for his back pocket and pulling out the other Power Up that he brought with him. A brown leaf with beady eyes missing its top right side.

Mario crushed the Super Leaf in his hand, suddenly engulfing him in a puff of smoke. Princess Peach smirked, so that's what his plan was. Once the smoke disappeared, Mario was seen wearing a Tanooki suit with a victorious smirk on his face.

Tanooki Mario spun his tail before he rocketed into the sky with Peach firmly in his grasp. He looked down to see the Bullet Bills making their way towards Peach's castle, he had to make his move now. He dashed downward to intercept the Bullet Bills trajectory so he could get them to focus on him.

"Hey, It's-a-me," Tanooki Mario shouted, causing all of the Bullet Bills to look at him, "You want me, come and get me!" He taunted before flying upward, knowing full well that the Bullet Bills were currently following him. Now that his plan was in action, Mario flew directly towards Bowser's airship.

Peach looked into Mario's eyes, "You sure this is gonna work?"

The plumber shrugged nonchalantly, "Eh, could go either way."

"...I like those odds." Peach replied after a moment of silence.

Mario set his sights towards the airship, noticing that Bowser was slowly backing away from the edge of the ship. Smiling, Mario quickly nose dived downward just as he was about to collide with the airships. All of the Bullet Bills eyes shot open before exploding right into Bowser's airship.

As the airship began to explode and descend to the ground below, Bowser let out a mighty roar into the sky, fire spraying from his maw, before the ship crashed onto the ground. Pieces of wood fell from the sky, adding onto the blazing rubble that was Bowser's mighty airship.

All of Bowser's forces slowly gathered around the remains of the airship as Mario and Peach landed in front of it. Setting Peach down, Mario glanced at the inferno before him, knowing that this wasn't over just yet. He then turned to Peach and asked, "Are you alright?"

Peach sighed before replying, "Yes, thank you for saving me.... Again."

Both of them shared a laugh as Donkey Kong and Luigi walked up to them. Mario turned and nodded to DK, to which the Kong responded with a nod of his own. Though they weren't exactly friends, more rivals than anything, Donkey Kong wasn't going to stand by and let Bowser do what he wants.

Even though he really doesn't like Mario.

Mario set his sights on his brother, "You alright, Lu?"

The cowardly brother nodded, "Yeah, but I'm just glad that this whole thing is over with for now."

Why'd he have to go and say that?

As if tempting fate, Bowser's hand shot out of the destroyed airship before slowly rising out of the burning rubble. As Bowser emerged, everyone took note of how red his eyes truly were.

He was angry.

Angrier than ever before.

It was understandable considering he'd been losing to Mario for near decades.

The King of the Koopas let out a mighty and ferocious roar, "MAAAAAARRRRRIIIIOOOO!!!!" He then set his sights down to his enemies as his forces backed away fearfully. They had seen Bowser angry before.

But not like this.

The Koopa launched himself into the air before descending downwards and slamming his fist into the ground. The resulting impact created a fiery crack in the ground that led right to Mario.

Quickly pushing Peach out of the way, Mario then darted upwards as a stream of lava shot up from where he was previously standing. Looking down at the lava with wide eyes, Mario was almost hit by the fireball that was directed at him. If it hadn't been for Peach screaming for him to "watch out", he would've been toast.

Bowser slowly stomped towards his most hated enemy, not taking his sight off of him for even a second, "For decades I have lost to you. Time and time again you've ruined everything. My dream. My destiny! My love. Now you will suffer for all the times you've thwarted me, thrown me, dunked me in lava. Today you die, plumber boy!" The Koopa King then looked upwards and screamed, "KAMEK! SUMMON THE MEGA MUSHROOM!!!"

Suddenly appearing in a puff of sparkles, Kamek, who was now riding a broom, waved his wand and summoned a very large yellow mushroom with red spots and beady eyes.

The Mega Mushroom fell from the sky and into Bowser's open hand. He laughed maliciously as Mario and the others stared at him open mouthed. The Koopa shrugged, "You use Power Ups to help you all the time! I figured I could do the same!" He then shoved the Mega Mushroom into his awaiting maw.

After he swallowed the Mega Mushroom, Bowser began to grow bigger, but it wasn't just his size that was increasing. It was everything. His spike grew longer and sharper, his horns became more demonic like, his nails became like daggers, and his muzzle grew longer. His eyes became slits while his overall color grew paler as he grew to the size of Peach's castle.

Bowser was now the terrifying Giga Bowser!

The Koopa Kaiju let out a roar that shook the heavens before setting his sights on Mario. He let out a sinister chuckle, this was gonna be fun. He fired a boulder sized fireball from his gaping maw, aimed to kill the flying plumber before him. But before the fireball reached its target, it split apart into hundreds of flaming pieces, each raining down onto the Mushroom Kingdom.

As DK and Luigi ran Princess Peach inside her castle for her own safety, Mario dashed forward toward Bowser. He wasn't going to let the mad tyrant get away with this. The sky turned from the majestic blue it was known for to a dark and sickening black as the smoke puffing out from Bowser's maw polluted the sky.

Reeling back his fist, Mario was closing in on his target.

But it wouldn't matter anyway.

Giga Bowser raised his hand and backhanded the poor hero right into the wall of Peach's castle, creating an indent where he impacted the wall. Mario's Tanooki suit vanished in a puff of smoke, since one hit is all that's needed to remove the effects of the Power Ups.

Now Mario was vulnerable.

Giga Bowser's bellowed laughter echoed throughout the Mushroom Kingdom. The massive tyrant was now on stomping his way to the castle, leaving massive footprints where he stamped. The populace, who were little people with mushrooms on their heads wearing vests called Toads, were running in fear as Giga Bowser marched to the castle.

"You really thought you could stop me? You worthless, weak little nothing?!" Giga Bowser taunted as he drew closer to Mario, who was groaning in pain.

Looking into the monster's eyes, Mario smirked, "Kinda, yeah. I mean, I basically stop you on a daily basis, Bowser." If there was one thing Bowser hated about Mario, it was that he knew how to press his buttons, "Let's face it, Bowser. You haven't been a threat to me in a looong time. To be honest, you kinda bore me."

Now he had done it.

Giga Bowser roared right in Mario's face before reeling back his fist, "BORING?! I'LL SHOW YOU BORING, MOUSTACHE!!!"

The kaiju pushed his fist forward in hopes of crushing his life long nemesis. But to his annoyance, Mario leapt off of the wall and ran up his arm as he impacted the wall of the castle. Bowser saw this and brought his other hand down on his arm in hopes of destroying Mario for good. But once again, the plumber jumped into the air and ran up his other arm.

But before Mario could make his move, Bowser leapt into the air and tucked himself inside of his shell, causing Mario to fall through the air. As the hero fell towards the ground, Bowser spun around inside of his shell and dashed forward, landing a direct hit onto Mario, which sent him flying right through the roof of the castle.

Princess Peach and the others heard a loud crash from the upper floors of the castle. It had to be Mario, he needed help, not even he could stop Bowser alone this time.

"Princess!!!" A loud, scratchy voice shouted from the top of the stairs in the main lobby of the castle.

At the top of the stairs, standing in front of the door with a star on it, was a little Mushroom man with beady eyes wearing a blue vest.

Toad scurried down the stairs at an alarming pace with a worried look on his features, "Princess, Mario's getting slaughtered out there!" The little Toad shouted, clearly worried for the well being of his best friend, "We've gotta do something! He's gonna get killed out there!"

It was then that Donkey Kong interjected, "How? How are we supposed to stand a chance against a massive kaiju turtle that could stomp on us like insects?!"

Luigi then looked up at the ceiling, worry written in his body language. Mario was the only family he had left, and he wouldn't lose him, not now, not ever. He stroked his moustache in thought, every Power Up has one weakness, the user needs to take damage just once for the Power Up to be rendered useless. The same could be said for Bowser, but what Power Up is powerful enough to deal that kind of damage?

"Wait... That's it!" Luigi thought to himself as he snapped his fingers, gaining everyone's attention.

Peach looked at the plumber confusedly, "Luigi?" She asked, wondering what had him so happy in a time like this.

Luigi turned to face his friends with a smile on his face, "I know how to save Mario and stop Bowser!" Now he had everyone's attention, "We just need to head to the very top of the castle." He then set his sights on the princess, "You still have it?"

Peach's eyes widened when she realized what he was getting at. With a knowing smile, Peach nodded before leading everyone up the stairs.

Mario groaned as he pushed the broken pieces of the wall off of him, coughing heavily due to the residue from the smoke in the air. The red plumber rolled his shoulder as Giga Bowser made himself known outside the castle walls.

"Oh Maarriiiooooo~" Bowser called out in a sing song voice, the sheer loudness of his voice caused the ground to shake. "I know you're still alive in there. Why don't we settle this face to face? Mano a Mano. Turtle to plumber. Man to Monster."

When he received no response, Bowser simply roared into the sky, letting loose a breath of flames that lit up the sky.

"COWARD!!! COME OUT AND FIGHT!!!" But then Bowser smiled gleefully, "...Or are you too scared?"

No response.

"Mwahahahahahahahahahaha!!! Just like I thought. The big, brave hero is too scared to face me!!! Come out and die like a man!!!"

But at that moment, something caught Bowser's eye. A small speck of red that was flying through the air towards him. He smiled before grabbing the tiny hero in his grasp.

"GOTCHA, PUNK!!!" Giga Bowser shouted before hurling Mario to the roof of the castle.

Mario flew through the air before tumbling to a stop on the roof of the castle. The red plumber tried to push himself back onto his feet, but he just couldn't muster the strength to do so. He hated to admit it, but Bowser had him beat this time. But it was just like everyone says, he just didn't know when to quit.

He slowly rose to his feet as Bowser rose up as well, clearly towering the castle in size, his shadow looming over the wounded hero.

"I have you now, Mario!!!" Bowser's voice boomed as he drew in a breath, his maw lighting up as he prepared to finish this, "Any last words before you become cooked Italian?"

"MARIO!!!" The voice of Princess Peach caught both of their attention. When Mario turned, he saw that Peach, Toad, Luigi, and Donkey Kong were standing in front of the door that led to the rooftop. But what caught Mario and Bowser's eyes was the Power Up that Peach was holding in her hand.

It was a yellow, glowing star with beady eyes.

The Super Star radiated in Peach's hand.

With widened eyes, Bowser roared as Mario took off in a sprint. Peach saw this and threw the Super Star like a frisbee towards her hero. But just as Mario was about to punch the star to gain its power, both he and the Super Star were engulfed in flames.

Bowser continued to breathe fire to make sure that the job was done. When nothing but fire remained, he drew in a breath as he began to laugh victoriously.

"AH HA HA HA HA HA HA HA HA HA!!! I've finally done it! AND NOW NO ONE CAN STOP ME!!!!"

"Don't be so sure!" A familiar Italian voice shouted from the flames, gaining Bowser's attention. From within the flames, a rainbow colored Mario stepped forward, no signs of harm anywhere on his body.

Mario smiled at Bowser's shocked expression, he was gonna enjoy this.

His stupor worn off, Bowser let out a roar before firing a fireball from his mouth. But that didn't faze his adversary as he simply backhanded the projectile away with ease. Giga Bowser actually took a step back before throwing a punch... Only for it to be stopped by Mario's tiny hand.

Now it was time to end this for good.

Mario leapt into the air before shooting downward. Giga Bowser let loose a stream of fire, but Mario just flew through it like it was nothing. Bowser put in more power but it was for naught as his foe suddenly appeared right in front of him.

Mario then delivered a mighty jab to Giga Bowser's snout, which surprisingly, sent the monster flying through the air. As Bowser soared through the air, his form shrunk once. Then twice. Then three times before he was reverted back into his normal form.

But that wasn't the end of it as Mario suddenly appeared behind Bowser.

Grabbing his tail, Mario spun the Koopa around in circles several times.

"So long-a-Bowser!" Mario shouted before throwing the Koopa down towards the ground. Bowser screamed as he fell several thousand feet towards the ground. Once he hit the ground, Bowser created a giant crater where he landed. Groaning in pain, Bowser tried getting back up, only for Mario to Ground Pound right on his chest, making the crater larger in the process.

Once the dust settled, Mario jumped off of Bowser as said Koopa groaned in pain. The Super Star left his body and fell on the ground. The red Italian turned to the beaten Koopa and got in one final jab before leaving the crater, "Sorry Bowser, but it looks like your princess is in another castle."

As Mario climbed out of the crater, Peach and the rest of his friends rushed over to help him onto his feet. Luigi suddenly tackled his brother in a bone crushing hug.

"Woah Lu, I'm okay, I'm okay!" Mario reassured his little bro as he returned the hug.

Luigi pulled away from the hug, "I'm just glad that you're okay."

The big brother gave the little brother a smug smirk, "I had the whole thing handled. No reason to doubt me right?"

DK scoffed at that, "I coulda had that handled just as fast." The Kong muttered under his breath while Princess Peach walked over and leaned down to kiss the Italian on the cheek. Mario blushed as he looked away, embarrassed by the public display of affection.

But the mood shifted to sinister territory as a portal suddenly opened above the crater. Looking up fearfully, Mario and the others saw that not only was Bowser being pulled in, but the Super Star as well. Confused, Mario walked to the edge of the crater and gazed up at the Interdimensional Rift.

But a sudden shout caused the hero to turn around.

What he saw shocked him as all of his friends were being pulled into the air as well.

One by one, Luigi, Toad, Donkey Kong, and Princess Peach were all pulled into the Rift. Peach and Luigi screamed his name as they were sucked into the portal. Shaking away his shock, Super Mario dashed forward towards the edge of the crater and jumped into the air.

And just in time too, because as soon as he jumped into the Rift, it closed. As did his only way home to the Mushroom Kingdom.

Author's Note

Ok, some notes on this chapter. This version of Mario is based primarily off of the games, no question about that. But since all of the characters have little to no personality, I decided to blend their personalities with that of the movie that recently released. I felt that this gives Mario and the others who hail from the Mushroom Kingdom some much needed personality so that they can bounce off of the other characters in this story.

P.S. Everyone has their game voices except for Bowser, because come on, who better than Jack Black, am I right?

5. Armored Avenger

Earth 616

New York City

"Okay!" A bearded man exclaimed as he clapped his hands together, "J.A.R.V.I.S, what's on the agenda tonight?" The man asked as he walked over to the bar inside of the room he was currently standing in.

The man wore a white tank top with grey suit pants, but his two most distinguishable features would be his goatee and the blue light on his chest shining through the lining of the shirt.

This man was none other than Anthony 'Tony' Stark. Genius, Billionaire, Playboy, and Philanthropist. But what he is most known for is for heroic exploits as the leader of the super hero team known only as The Avengers. But in his own words, "He is Iron Man".

Tony was currently pacing around the very top floor of one of, if not, the tallest building in the entire city. One which he owned for the record, Stark Tower. With a glass of scotch in his hand, Tony walked over to the Holotable in the center of the room, where a holographic image of soundwaves was being projected above the Holotable.

"Everything seems rather quiet tonight sir." A synthetic voice replied to the man suddenly, the soundwaves moving along with what the voice was saying.

This was the A.I. (Artificial Intelligence) that Tony had created, Just A Really Very Intelligent System was what his creator had decided to call him, but everyone just called him J.A.R.V.I.S. The A.I. was integrated into every single piece of Tony's technology, that included his computers, phones, cars, his various armors, even the entirety of Stark Tower.

J.A.R.V.I.S controlled it all.

Hearing what his artificial assistant had said, Tony visibly slouched and slowly sat down on the black, leather couch behind him. Releasing a deep exhale, Tony silently took a sip of his scotch and looked deeply at the holographic projection before him.

"Really? Nothing at all?" Tony asked, hoping for something to cure his insatiable boredom.

But alas, J.A.R.V.I.S had nothing, "My apologies, sir. If you would like I could call Miss Potts to see if she has time in her schedule for a visit?" The A.I. suggested to his creator.

But Stark shook his head, shutting down that idea right away, "No, I don't wanna bother Pepper with my problems. Besides she's got a whole section of the company to run, I don't wanna get in the way of that."

Pepper Potts was Tony's human assistant, who managed parts of his company, Stark Industries, a world wide tech company, when Tony had his hands full with, as he put it, "Hero Stuff". She was also Tony's secret crush, so there's that too.

Leaning back in his couch, Tony asked, "Well what about the other members of The Avengers?" He rested his right leg on top of his left knee as he took another sip of his drink, "What are they up to?"

"Mister Barton is currently in Germany on a secret mission for S.H.I.E.L.D. Doctor Banner has gone off the grid, likely to help keep his anger under control. Prince Thor has returned to Asgard to deal with an infestation of Frost Giants from Jotunheim. And Captain Rogers and Miss Romanoff are currently partaking in a stealth mission down at the New York docks."

Now that got Tony's attention. Placing his right foot on the ground and leaning forward, both hands holding onto his glass of scotch, the billionaire replied, "Alright, now there's something I can work with. J.A.R.V.I.S, pull up all you can on this little stealth mission Cap and Widow are on."

Doing as he was commanded, J.A.R.V.I.S pulled up the mission report that Captain Rogers had filed into the Avengers Database. Getting up from his seat, Tony walked over to the hologram and read the mission report. Apparently the tech terrorist group known as A.I.M had been mining in specific regions in the nation of Wakanda. These specific regions housed gigantic caves filled with Vibranium.

Vibranium is a very rare, indestructible metal that can only be found in Wakanda. It is very powerful, and very dangerous in the wrong hands. Apparently Cap and Widow found out that A.I.M was shipping in the very rare mineral into the New York docks... Tonight.

It was supposedly heavily guarded so that nobody could interfere with the delivery.

Stark frowned as various thoughts raced through his intelligent mind, "If A.I.M get their hands on that Vibranium, the results could be catastrophic." Bringing his glass to his lips, Tony finished his glass of scotch in one gulp and placed it on the rim of the Holotable. Walking away from the holographic projector, Tony spoke aloud, "J.A.R.V.I.S, prepare my favorite suit, if things go bad down at the docks, Cap and Widow are gonna need all the help they can get."

Tony turned to the glass doors leading to the balcony of his tower, hearing a series of beeps coming from behind him. The billionaire started walking towards the doors as the floor under him began opening up. Emerging from the floor were red, armored boots that fit themselves onto his feet perfectly. From behind him, the counter at the bar lifted open as various pieces of his armor flew towards him. Planting itself onto his back, Tony's armor began to fit around him plate by plate. His Arc Reactor lit up in an orange color as the armor folded and sealed itself around him. His iron gauntlets flew around him before fitting themselves around his hands, the rest of the armor finally sealing itself around him.

His face plate closed, the armor's eyes lit up as Tony opened the glass doors. Once he was on the balcony, Tony's boots began to spark before fully igniting. Then all of a sudden, The Invincible Iron Man took off into the sky at astounding speeds.

Iron Man soared high above New York's skies, nothing could keep up with him. He looked down at the city of lights with a smile before stumbling in the air slightly. Referring to J.A.R.V.I.S, "Woah, little sluggish isn't it, J.A.R.V.I.S?" He then thought of a solution, "Place the thrusters at 80% and divert all remaining excess power to them as well. We don't need the extra weight right now, do we?"

Say it and it shall be done, J.A.R.V.I.S diverted all the power he could to the thrusters and surely enough, Iron Man rocketed through the clouds, parting them due to his extreme speed.

"Alright, we should be closing in on the New York docks." Tony informed his A.I. as he looked closely at the HUD inside his helmet.

He looked down and as clear as day, there were the New York docks.

Already having scanned the area, J.A.R.V.I.S informed, "Sir, I'd exercise caution. Scans reveal the area to be heavily armed and dangerous."

Iron Man let a sly smirk tug on his lips, "Well that's just how we like it, isn't it buddy?" Wasting no time, Tony tilted below him and boosted down toward the docks. The docks and the container yard drew closer as the hero flew downward at high speeds.

Just as J.A.R.V.I.S said, the New York docks were full of gunned soldiers. They wore yellow, bee keeper like suits with black shoulder pads and green visors inside of their helmets.

These A.I.M Agents were scattered around the place, either guarding for potential intruders, or lifting the merchandise onto one of the various trucks stationed at the docks. One pair of A.I.M Agents were lifting a metal box off of the container ship and moving it onto one of the trucks, when a sudden voice from the shadows caught their attention.

"Best be careful with that," the figure leaning against the wall in the shadows warned before standing off of the wall and walking into the light. This man wore a white cape with a hood. The inside of the hood and cape were colored orange. He had white gloves along with white boots to match. Blue body armor with an orange patch in the center of his chest was what he chose to wear to protect himself. Strapped to his back were a blue and orange shield with a sword as well. His skull mask made anyone who encountered him shiver involuntarily.

Taskmaster walked over to the pair of agents and patted the metal box, "After all, what's in there is irreplaceable."

As the two agents continued moving the box of Vibranium to the truck, they were blissfully unaware of the pair of eyes that were currently watching them from the shadows.

Feeling like he was being watched, Taskmaster turned and looked behind him. When he saw that no-one was there, he scowled before moving towards the warehouse up ahead, unaware that the two figures were silently following in the shadows.

Walking into the warehouse, Taskmaster took note of all that was going on around him. Looking around, he saw multiple A.I.M Agents testing various weapons, multiple resources being escorted out of the building, and the development of several guns and drones to be used against their enemies.

The mercenary folded his arms as he saw a Latina lady wearing a green dress suit with gold accents, gloves, and a gem stone on her chest walk over to him with a smile on her face.

Monica Rappaccini, A.I.M's Scientist Supreme, stood before Taskmaster before acknowledging the mercenary with a nod.

"Thank you, Taskmaster," Monica thanked, "Thanks to your supervision over the mining operation down in Wakanda, A.I.M is now in possession of the most powerful mineral in the world."

But Taskmaster didn't really care, all he wanted was his money, "I fulfilled my assignment with no problems whatsoever. All that's left is the matter of my fee."

The Scientist Supreme's face fell, of course the only thing the hired gun cared about was the money. "Rest assured that your payment shall be deposited to your off shore account after the Vibranium is safely secured at the selected safehouses at our disposal."

Taskmaster nodded slowly before adding, "Be sure that it is. A.I.M doesn't want to make an enemy out of me."

Monica laughed softly, "Worry not about your payment, think of what you've helped achieve! With this, Advanced Idea Mechanics will change the world!"

"That's not going to happen!"

Turning to the direction of the shout, both villains saw that a red and white, star spangled shield was flying right towards them. Thinking quickly, Taskmaster moved in front of Monica, took out his shield, and deflected the projectile away from his benefactor.

The shield spun around in the air a few times before being caught by a star spangled man. He wore a blue suit with a white star dead center on his chest. His torso also bore the colors of the American flag, red, and white. On his mask was the letter A imbedded on his forehead. On the sides of his head were white wingtips. On his waist was a brown belt with multiple patches and a silver buckle in the middle. Holding his shield close, the man glared at his enemies, those who defied the American way.

Captain Steven Rogers aka Captain America, raised his star spangled shield into the air as several A.I.M Agents converged on his position. Looking around, it would seem that Captain America was surrounded.

But then that assumption was dismissed as multiple A.I.M Agents cried out in pain as electricity appeared all over their bodies. The agents fell to the floor as a second individual landed next to Captain America. She had red hair and wore a black jumpsuit with blue highlights. Stitched onto her shoulders were the Avengers symbol, to show her allegiance to her team. Not only that, but there was a red insignia planted on the chest of her jumpsuit as well. On her wrists were her Widow's Bite, wrist guns that shot electric tasers. She also wore a silver belt with a red insignia in the center. On her thighs were gun holders with pistols lodged into them, just in case things went bad.

Natasha Romanoff, aka, The Black Widow removed her guns and aimed them at the soldiers around her and Cap.

But they soon found themselves surrounded by even more A.I.M Agents, knock one down, two more take their place. Monica and Taskmaster walked to the front of the pack to get a better look at their adversaries. While Taskmaster said nothing, Monica simply laughed.

"You really did not think this through did you, Avengers?" she then spread out her arms, gesturing to the agents around them, "We are A.I.M! We are legion! We are one! How could you possibly hope to stop us?"

It was then that Cap took a step forward, "As long as there are those willing to stand up against you, you'll never be able to achieve victory."

The Scientist Supreme scoffed before waving her right hand, giving the order to shoot them, "Ridiculous. Kill them."

"Sounds like that's my cue!"

Right on cue, the ceiling exploded open as the Armored Avenger flew downwards, firing multiple missiles from his back. Taking the chance, Cap hurled his shield forward as Black Widow sprinted after it. She then jumped off of it, flipping through the air before kicking Monica in the chest, sending her crashing down on her back.

Natasha was about to place her under arrest, but suddenly, she was shoulder charged by Taskmaster.

The mercenary looked down at his employer, who ordered, "Kill them all, otherwise you will not be receiving a single dime! Now do your job while I get out of here!" Taskmaster nodded as he took out his sword, eyeing Romanoff as she got back to her feet.

"Romanoff." He acknowledged her as he pointed his blade forward, "From one former S.H.I.E.L.D agent to another, keep up." Taskmaster then charged forward with his shield and sword in hand as Widow took out her electric batons and met her enemy in the middle.

Meanwhile, Tony and Steve were busy fighting off the horde of A.I.M Agents, with Tony firing Repulsor Blasts from his hands and Steve hurling his shield at any foe he saw. Catching his shield, Cap then proceeded to bolt forward, jumping up and kneeing an A.I.M Agent in the face before flipping over him, delivering a nasty kick to the agent behind him.

Landing on his feet, Cap turned to see Tony up in the air, throwing an A.I.M Agent down to the ground, "Tony, you're timing is impeccable!"

Focusing on the battle, Tony shrugged, "Eh, I was bored. Plus it looked like you could use some help. Which reminds me, was this just a spontaneous thing or what? I mean, how long have you been tracking A.I.M?" He asked before firing another set of Repulsor Blasts.

Punching an agent to the ground, Cap gawked upward at his friend, "Are you serious? Tony we've been tracking A.I.M for months. We finally had enough intel to go after them, don't you read the intelligence S.H.I.E.L.D sends you?"

"S.H.I.E.L.D? Most of, if not, all of the emails I get from them I send to my spam folder."

"You're unbelievable."

Chuckling at the banter between them, Iron Man dove down before jetting forward, knocking down a group of agents in the process. While Tony took to the air, Cap turned and saw that Romanoff was busy fighting Taskmaster.

Black Widow slid underneath Taskmaster's sword before sweeping at the mercenary's legs. Unfortunately, the villain jumped in the air, hurling two grenades as he flipped over her head. Natasha, thinking quickly, kicked the grenades away before turning around and blocking a downward attack from Taskmaster with her batons.

"I see you're taking down notes." Widow shot before backflipping away, gaining some distance from Taskmaster.

Tilting his head to the side, Taskmaster asked, "What are going on about?"

Widow barked a laugh, "Oh come on! The more I fight, the more you learn!"

"It's called Photographic Reflexes!" Taskmaster argued.

"It's called unoriginal!" Widow barked back before aiming her Widow's Bite and firing.

Unfortunately Taskmaster predicted this and raised his shield, blocking the projectiles which electrified his shield. Once the tasers burnt out, he backflipped through the air, using one hand to hurl his shield away while using the other to throw three landmines down to the ground.

Flipping out of the way, Natasha avoided the explosions that followed before she rushed forward as Taskmaster landed on his feet. Once they met up, Widow threw some punches, but Taskmaster parried each of them with such precision that she would be believing that she was fighting herself.

Ducking under a right hook, Taskmaster palmed Natasha in the stomach, sending her stumbling back.

But before she could recover, Taskmaster's shield struck her in the back, sending her to the floor. Turns out that all he needed to do was distract her long enough so that his shield could get into the right position to knock her down. He caught his shield and dashed over, sword ready to finish her. But just her luck, Captain America charged directly into him with his shield, sending the villain flying into a stack of wooden crates.

Looking down and offering a helping hand, Captain America helped Black Widow to her feet.

Taskmaster leapt out of the broken crates and landed right in front of the two heroes.

Cap and Nat nodded to one another before the WW2 veteran taunted, "Try and copy this!"

Smirking underneath his mask, Taskmaster retorted, "Got some bad news for ya, pops, I'm a quick study."

Thus, the battle between all three of them commenced.

Cap and Taskmaster hurled their shields at one another, the two projectiles colliding and landing on the floor as Natasha slid across the floor, striking at the mercenary's legs with her batons while Cap picked up his shield while the villain was stunned.

The Star Spangled Man used the face of his shield to smack Taskmaster in the face, causing the villain to stumble. He was delirious, he couldn't focus. If he couldn't focus, he couldn't learn any of their moves. Widow used both of her legs to kick Taskmaster in the back, sending him forward so Cap could punch him in the face.

On both of his knees, Taskmaster quickly caught a glimpse of Natasha trying to kick him in the face. But much to her chagrin, the villain caught her kick and threw her right into Cap, sending them both to the floor.

While this was going on, Iron Man was simply flying around, destroying all of A.I.M's supplies so that they couldn't use them for whatever devious schemes they were preparing them for. "This beats just sitting at home, doesn't it J.A.R.V.I.S?"

"That it does sir. By the way, A.I.M's Scientist Supreme is trying to get away."

Looking over to the entrance of the warehouse, Tony saw that J.A.R.V.I.S was right on the money as Monica was making a bee line for the door. Smirking under his helmet, Iron Man boosted downward, landing right in front of miss Rappaccini. Aiming his hands at her, Tony simply said, "Nuh uh. You ain't going anywhere."

Monica didn't respond.

Tony shrugged and decided to quip, "So, you doin' anything later?"

Monica curled her upper lip in disgust, "Ugh! You are vile!"

"Meh, I've been called worse. So since you're clearly outgunned, why don't you just surrender, and tell your bobble headed boss that he isn't getting his hands on this Vibranium."

The Scientist Supreme scoffed, "You think this will stop us?! We are forever, Stark! The days of the abnormal are at an end, super powers shall be extinguished! A.I.M shall revolutionize the entire planet! There is nothing that you can do to stop it!"

Tony was bored, how many times had he heard villains say this type of speech before?

"You done?" He asked. Receiving no response, Tony just took that as a yes, "Okay, glad you got that out of your system. Now come quietly, final warning. I really don't wanna blast that pretty face of yours, sweetheart."

But just as Tony was about to place her under arrest, the sound of a window shattering caught everyone by surprise, causing them to turn to the cause of the noise. What they saw, was a small little orange bomb clank against the concrete floor.

When the bomb rolled to a stop, everyone could see that it wasn't an ordinary bomb at all.

It was a Pumpkin Bomb.

The bomb exploded, sending multiple A.I.M Agents flying across the room. In the midst of the chaos that ensued, three more Pumpkin Bombs crashed through the windows, creating more chaos as they too exploded in a blaze of glory. Another window shattered, only this time there was no bomb, instead there was a man flying a glider. This man was wearing purple armor, and he wore a green mask that bore the resemblance of a goblin. His glider had a bat like face on the front of it, making him all the more dangerous.

"AHAHAHAHAHAHAHAHAHAHA!!!" The Green Goblin cackled like a lunatic as he tossed a Pumpkin Bomb up and down in his hand. "Well isn't this a nice surprise? Here I was on my way to steal your Vibranium for myself, when I learn that you're all throwing a party without me! Well we can't have that now, can we?"

Tony visibly slumped, "Osborn? Seriously?"

Goblin ignored Stark's complaint and focused his attention on the Scientist Supreme, "Hello, my dear. Would you be so kind as to give me all your Vibranium?" His smile widened, "If you do, then I may let you live." He licked his teeth in anticipation, "But no promises."

It was then that Cap decided to speak up, "What do you want with the Vibranium anyway?"

Goblin shrugged, "Selling weapons is a competitive business trade. If I want Oscorp to be at the top of the food chain, then I gotta take out the competition, hahahahahahaha!"

"Yeah, no!" Tony had clearly had enough as he shot upwards, firing Repulsor Blasts at the cackling ghoul. Green Goblin laughed as he flew away, hurling Pumpkin Bombs backward as Iron Man gave chase. He was doing pretty well in dodging the projectiles, but it wasn't meant to last as Goblin quickly turned his glider around and hurled two directly in his flight pattern.

Exploding in his face, the bombs sent Iron Man spiraling to the ground, crash landing into a box of weapons.

Goblin shot a fist up in the air in victory before turning to see Monica leaving the building. Not one for wasting opportunities, he flew right out of the building in pursuit.

Taskmaster, knowing when to get out when it gets too hot for him, turned to Cap and Widow, "I didn't sign up for this. Keep your money, things are getting too dicey for my liking."

"You think we're just gonna let you walk out of here?" Natasha asked rhetorically.

Taskmaster shrugged, "Oh Romanoff. I'm already gone." And with that, he threw down a smoke bomb and disappeared out of sight. The two Avengers ran forward to stop him, but it was too late, he was gone. As they looked at one another, they both heard Tony groan as he got back up onto his feet.

They both rushed over as Tony's system came back online. "Tony, are you alright?" Cap asked, concerned for his friend.

"Yeah, I'm good Cap." He replied as he rolled his shoulder back. He then hovered in the air before turning to the door, "Come on, we got a Trick-or-Treater to stop."

Outside, Green Goblin was hovering over Monica with his arms folded over his chest, grinning like a mad man, "Now, I'll ask once more, sweetheart. Hand over your Vibranium, and I won't bash your skull in. Sound fair?"

"You and I have very different definitions about fair."

Lifting his head up, Goblin saw Iron Man, Captain America, and Black Widow making their way towards him. Letting out a dejected sigh, Norman flew right over Monica's head before firing two missiles directly from his glider. Thinking quickly, The Avengers made their move.

Cap deflected the missile with his shield, Tony dove under the missile targeting him, and Natasha flipped over her missile. But as soon as Goblin pressed some buttons on his gauntlet, the missiles turned around and focused on them. Pointing behind them, Goblin turned his enemies' attention to the approaching missiles.

But as soon as they were about to make impact with the trio of heroes, three lines of webbing stuck to the three missiles. Their savior then used the webs to toss the missiles into the ocean, exploding them underwater. Goblin, filled with fury, turned to see a familiar spandex wearing hero sticking on the side of a red shipping container.

This familiar face wore a red a blue spandex suit with black webbing tracing the entire suit. On the front of the suit was a black spider symbol on his chest, while there was a red spider symbol on the hero's back.

The Spectacular Spider-Man waved his hand, "Now there's something you don't see everyday."

"SPIDER-MAN?!" Goblin roared in rage and annoyance.

Tony however, was somewhat relieved, "Kid, you're timing is perfect."

"I couldn't agree more." Cap agreed.

Spidey shrugged as he pounced off of the container and landed with the rest of his fellow heroes, "Well I was in the neighborhood picking up some milk from the store when I saw the fireworks. Thought I'd swing by and hang." He then turned his attention to his nemesis, "Gobby I'm hurt, I know we haven't seen each other in a while, but I didn't think you'd replace me with the A-Tier heroes."

That actually managed to get a smile out of Goblin, "Oh don't worry, Spider, no-one could ever replace you." He reassured as he took off two Pumpkin Bombs from his belt, "After all, I live to destroy you!!!"

"Everyone scatter!" Cap ordered as Goblin hurled two Pumpkin Bombs at the group of heroes. As Spidey and Iron Man took to the air, Cap and Widow charged forward on the ground. Green Goblin took to the air as he hurled more bombs down below.

Cap used his shield to parry the bombs back into Goblin's glider, damaging it slightly as Iron Man fired multiple Repulsor Blasts at the villain. His focus diverted, Goblin failed to notice that Spider-Man was swinging right behind him. Delivering a Swing Kick to Goblin's back, Spider-Man sent the villain falling right off of his glider.

But he wasn't done yet, as Goblin managed to land on both of his feet. He turned to see Natasha right behind him. Blocking a few strikes, Goblin managed to hold Widow off for a time before being tag teamed by both her and Captain America. Unable to keep up, Goblin decided to cheat instead. Throwing down a Pumpkin Bomb, the villain sent Cap and Widow flying into separate shipping containers.

Using his gauntlet to call his Glider, Norman leapt onto his flying device as it swooped down to pick him up.

"Aye! Where're ya goin, Norman? Party's this way!" Spider-Man shouted as he shot balls of web as he swung, hoping to stun Goblin momentarily.

Growling, Goblin threatened, "You won't suffer long, boy!" He then hurled multiple bombs at his nemesis, encouraging the annoying hero to swing away as Iron Man took this chance to attack.

"Hey Norman, I think you got your dates wrong! Halloween isn't for another few months!" Tony quipped as he tackled and grabbed Goblin right off of his glider.

"Ngh... What is it with you hero types and your quips?!" Goblin muttered before delivering a mighty knee to Tony's faceplate. In response, Iron Man threw Goblin back down to the ground as Cap hurled his shield forward. But to his surprise, Goblin caught the shield with his enhanced strength, "Nice try." He taunted before tossing the shield back and ducking under one of Widow's kicks.

He then backhanded her away before calling his glider again and taking to the air.

"Have a treat on me! AHAHAHAHAHAHAHA!!!" Goblin laughed as he dropped a dozen bombs to the ground. The area beneath him exploded in an explosion of high proportions. Cap protected himself with his shield while Black Widow his behind cover.

Green Goblin suddenly stopped laughing as he felt something tug on the back of his glider. Turning around, he saw that Spider-Man was holding onto the glider with two lines of web. Spinning his glider around so that the tips of the wings would cut the webbing was how he managed to escape.

He then flew downward to chase after Spider-Man, but that plan was halted as webbing suddenly clouded his vision.

Taking the chance, Spider-Man Web Zipped over to Goblin and delivered a haymaker to his jaw, sending the villain spinning around in the air. He then shot webbing at his back and pulled him off of the glider, dragging him to the floor.

"Now's our chance!" Spidey shouted.

"You heard the kid, people! Let's finish this!" Cap agreed with an order as he charged forward, hitting Green Goblin in the chest with his shield.

Goblin flew through the air right into Natasha as she hit him with an upward kick, sending him into the air. Then from out of nowhere, Iron Man dove downward and punched the insane villain directly in the nose, sending him straight back down to the ground.

"He's all yours kid!" Tony shouted to the teenage super hero.

Swinging by, Spidey replied, "Much appreciated, Iron Man!" He then let go of his web and shot two lines down, sticking them to both sides of Osborn. Spider-Man then pulled himself downward before landing directly onto Norman's chest, breaking the ground beneath them.

Once the dust settled, Peter backflipped off of Norman and landed right next to Captain America. As Goblin groaned in pain, Iron Man landed right in front of Spidey, folding his arms as he looked down at the beaten villain. Not having enough strength to get back up, the Green Goblin fell back down to the floor, unconscious and defeated.

With the battle over, Monica, who was hiding this entire time, thought that this would be the perfect time to escape. But unfortunately for her, she would find herself stuck to the side of a container thanks to Spider-Man. Seeing how she was struggling to break free, Peter simply hung upside down on a line of web and gave her a wink, "Courtesy of you Friendly Neighborhood Spider-Man."

Landing upright, Peter turned to see Iron Man and the other Avengers walk over to him, "You did good tonight, kid."

"Thanks, Mister Stark." Spidey beamed at the praise from those he looked up to.

It was then that Cap placed a hand on Peter's shoulder, "You were Avengers material tonight, son. You should feel proud."

"But right now, we need to get this Vibranium back to Wakanda. I'm sure that T'Challa would like that very much." Tony stated, getting back to the point.

Everyone agreed, but suddenly, Spider-Man's Spider-Sense went off like a hurricane in his head. This wasn't over just yet. And his point would be proven as a blue light shined behind the group. Turning around, Iron Man and the other heroes saw the emergence of an Interdimensional Rift.

"What the hell is this?" Black Widow asked aloud.

Tony took a step forward, scanning the portal, "It's a portal of some kind. I'm getting insane readings off of this thing, and I mean insane. It's completely out of this world."

"Sir, my readings suggest that something is making its way through the portal as we speak." J.A.R.V.I.S informed his creator.

Turning to his teammates, Tony informed the group, "Guys, something is coming through." And speak of the devil, one of the strange beings that had visited the other universes jumped right out of the portal, but it wasn't alone as smaller beings appeared right beside it.

They were very similar to the larger creature, but instead their arms connected to their body and their visors sat on their chests instead of their heads, in fact, they had no heads at all. They were black in color and they meant business.

"Guys, the pizza's here." Tony quipped before aiming his hands at the strange and deadly creatures.

Awaiting orders, the figures just stood there, much to the heroes' confusion, "Um, are they meant to be doing something?" Spider-Man asked no-one in particular.

But they suddenly sprung to life when the voice of their master commanded in their minds, "I only need one shard of the Foundation Element. Bring it to me, and destroy anyone who gets in your way."

Charging forward all of a sudden, the strange creatures mowed through the group of heroes before breaking apart any truck that they saw. Groaning in pain, Tony sat up and saw that the large creature had destroyed a truck with ease before slicing the metal box apart with its sword like limbs.

There, it took the single shard of Vibranium out of the destroyed box before ushering its underlings back to the portal. Seeing that they were escaping, Iron Man looked to Cap and the others, "You know that this is gonna be a bad idea, right?"

Cap sighed as he and the others stood up on their feet, "What else is new?"

Tony turned back to Spidey, "You with us, kid?"

"Wouldn't miss it for the world!" Was the reply he got.

"Alright then," he muttered before facing the closing portal, "Avengers... and others present." Tony ignited his thrusters before muttering, "Let's try not to die." And with that, he led the group of heroes right into the portal. Iron Man flew through as Cap and Widow followed on foot. And just as it was about to close, New York's Friendly Neighborhood Spider-Man swung through, tagging along for whatever awaited them.

Leaving New York City behind.

Author's Note

Green Goblin - SpeedCam

Soldier - Langtanium

Some notes on this chapter, I know that the Infinity Stones are the go to for stuff like this... Which is exactly why I'm not using them. They are the go to choice. I wanna differentiate my story from the norm, which is why I think Vibranium is the perfect choice for this. It can only be found in the Marvel universe so it makes sense to use it as one of the Foundation Elements.

6. The Land of Oz (Part 1)

Earth 1940

The Land of Oz

"GyaaaaaaaaaaaaaAAAAAAAHHHHH" The screams of Twilight Sparkle echoed out into the forest as she flew right out of the Rift that had just opened up. The unicorn mare shot right out of the Rift and collided with a tree before slowly sliding down to the ground in a daze. Her eyes spun around in her head for a few seconds as the Rift closed, trapping her in this new dimension.

Shaking her head frantically, Twilight then proceeded to rub the back of her aching head with her hoof, hoping to soothe the pain she was in. But suddenly, her eyes shot wide open, remembering what had just happened. Princess Celestia and Princess Luna had came to Ponyville, there was a portal of some kind, it took both princesses and her friends. She jumped in to save them! Quickly getting up onto all four of her hooves, Twilight looked around frantically, hoping to see any sign of her friends. But alas, all she saw were trees... And more trees.... Aaaand even more trees.

"Hello?" Twilight shouted out, hoping for a response of some kind, "Princess Celestia? Princess Luna? Girls?! Spike?!" She continued to shout out each of their names individually, hoping, no, praying that she would get a response of some kind from any of them. Drooping her head down in defeat, Twilight's mind began to go stir crazy, thinking of multiple scenarios, most of them ending badly. But quickly deciding that thinking those thoughts were getting her nowhere, she began to look around at her surroundings, maybe identifying where she was would help a great deal.

She deduced that this wasn't the Everfree Forest, she'd been in that horrid forest enough times to visit Zecora to know what it looked like. None of the trees had faces on them, and she didn't feel like everything around her was watching her. In fact, she actually felt at peace in the surroundings of these trees. No Manticores or Cockatrices out to get her here.

It was then that finally, that Twilight stated the obvious, "I don't think I'm in Ponyville anymore." Deciding that it would be best to get a move on than to stay here, she began trotting through the forest, hoping to gain a lead on where her friends were, "What is this place? I know this isn't the Everfree, this certainly isn't Whitetail Woods. Could that portal have brought me somewhere outside of Equestria?" As she walked, Twilight lit up her horn to levitate the branches in her path out of the way, not wanting to slow down at all. "Okay Twilight," she started talking to herself, "Let's do what we do best! Make a checklist.... In my head! Okay, step one, find where I am. Step two, find my friends and the princesses. Step three, get the Elements of Harmony back before some evil guy shows up and plunges Equestria into eternal darkness without us there to stop him! Sounds easy enough!"

A strand of her mane plucked out as her left eye twitched.

Twilight then thought that now was a good time to let out a frustrated scream, which scared some of the birds in the trees away. Panting heavily, Twilight then reminded herself, "Okay, calm down. Remember those lessons with Cadance. Breathe in, breathe out." She then took multiple breaths to calm herself down before continuing forward. "Okay... You can do this, Twilight. You're Princess Celestia's personal student. You freed Luna from Nightmare Moon. Defeated Discord. Helped saved the Crystal Empire from King Sombra. Sent the Changelings flying out of Canterlot!" She tried reassuring herself, but then sighed sadly, "But I did all that with the help of my friends..."

A stray tear fell out of her right eye.

She then looked up to the sky with teary eyes, "Wherever you all are... I hope you're okay."

Meanwhile: In some other part of the forest

A Rift suddenly tore itself open in the fabric of space-time, whirling around as it caused the winds to shift around it. There, in the center of the Rift, a blue ball spun around the portal before shooting right out of it, untucking as it landed on both of his feet.

Sonic the Hedgehog darted his eyes around for a second before noticing the Interdimensional Portal behind him. He turned around to face the Breach just as it closed forever, sealing him within this new world. Shrugging it off, Sonic turned his body around before quickly speeding around the area in hopes of finding his friends. Coming to a stop, the blue hedgehog folded his arms and tapped his foot on the grass in thought.

"Alrighty then, so, no sign of either Tails, Knuckles, or Amy. Heck even ole' Egghead is nowhere to be found. The Chaos Emeralds and that weird rock thingy are gone too. I somehow ended up from space to the middle of nowhere in the woods." Sonic finished recapping the events prior to his ending up here. "When that portal opened, Eggman looked like he had no clue what was happening. Looks like we can cross him out for being behind all this."

The Blue Blur then began pacing back and forth, tapping his chin in thought, "Okay, so who could be behind this? Infinite? He can open portals... Nah, his portals are purplish, not blue. The Babylon Rogues? Mmm... Not their style. Omochao? Nah that's just stupid, he's annoying, not evil. I think this is someone new, a new player on the board." Sonic then stopped pacing before moving his head to look around, "Where the heck am I? I could still be on Mobius but I'm not too sure."

The hedgehog then shrugged.

"Well, I'm not gonna get any answers standing around here. I'd better get going if I'm gonna save my friends!" And with that, the speed freak took off at super speed, causing the bushes and plant life to bristle backwards due to his insane momentum.

As he moved through the forest, Sonic noticed that the plant life around him looked a lot different from the ones back home. So did the trees for that matter. He then shook his head, he could worry about that later, right now he had to focus on finding his friends.... And Eggman, he wasn't heartless like his life long nemesis was, if he could save him, then he would. Darting his eyes forward, Sonic noticed that there was a clearing up ahead.

Smiling to himself, the teenage hedgehog said, "Alright! More room to move!" He boosted forward towards the clearing, just about ready to get out of these woods. Sonic made it to the clearing and skidded to a stop, feeling relieved that he wasn't so cramped anymore. Looking down, the blue hero saw a pathway made of yellow bricks. Following the road with his eyes, he saw that this road could go on for miles.

But he didn't mind, he loved to run, plus it would be his best bet for finding out where he wound up after his fight with Eggman.

Sonic said, "Follow the yellow brick road, I guess." before taking off at high speeds down the road.

Meanwhile: In the sky

A Rift opened up in the blue, cloudless skies, disrupting the peaceful quiet that filled the air. From within the Rift, the Invincible Iron Man flew out in pursuit of the strange creatures that stole the Vibranium. Noticing the change in scenery, Tony Stark halted his movements and took it all in as the Rift closed behind him.

The buildings, the planes that passed over the city regularly, even his own tower were nowhere to be found. This definitely wasn't New York City. If it wasn't New York, then where the heck was he? Tony turned around, only just realizing that he appeared in the air, his other teammates couldn't fly, so they had to be in trouble right?

But to his surprise, the small team he was leading was nowhere in sight. No Spider-Man. No Black Widow. And no Captain America. He was all alone. "Ugh... Just great. Leave it to me to save the day.... Again." Tony muttered before addressing his A.I. companion, "Yo J.A.R.V.I.S? You still with me?"

"Always am, sir." The artificial assistant responded immediately.

Nodding, Tony continued, "Great! In that case, J.A.R.V.I.S access the Stark Satellites and pinpoint my location, I wanna know where I ended up exactly. And find out where Cap and the others are too, I don't want to be separated for too long."

"I'm afraid I can't do that sir."

Confused, Tony asked, "And why's that?"

J.A.R.V.I.S answered, "Because I do not have access to the Stark Satellites at this point in time."

Okay, now Tony was really confused, and he didn't get confused that often.

"What do you mean you don't have access to the satellites? We should be able to access them anywhere on the planet. That's why I built them, for situations like this."

After a moment, J.A.R.V.I.S pitched a theory to his creator, "There is a possibility that I cannot access the satellites because we're no longer in their range?"

That made Tony worry a little, "Hold on a second, are you saying that we're on a different planet? Cause I really hope you're not saying that pal."

"No, even if we were on another planet, I'd still be able to connect to the satellites to access your armory."

"Oh, thank God."

"I'm saying that we are in a completely different universe entirely."

It felt like his Arc Reactor shut off and started again. This was way worse than he originally thought, like three thousand times worse. Clicking his tongue in thought, the ingenious Tony Stark responded, "Well I'm boned five times over." Thinking quickly, he devised a plan, "Okay, here's what we do, we find out where the hell we are. Then we find out where the hell the others are. Then we kick some butt, get the Vibranium back, and make it back home to have a celebratory bottle of whiskey."

"Sounds like a plan sir." The A.I. agreed.

"Great! Now we have a plan." Tony muttered to himself, "First thing we should do is find civilization so we can pinpoint just where the hell we ended up."

Meanwhile: In an open field

"Maaaaaaammmaaaa MiiiiiAAAAAAAAA!!!" The voice of Mario screamed before falling flat on his face as the Rift above him dropped him in this dimension. After pulling his face right out of the dirt, the red plumber rolled onto his back so he could catch his breath.

Sitting upright, Mario rubbed the back of his head before gasping slightly. It was then that he realized that he was no longer in the Mushroom Kingdom, that he was, in fact, in another location entirely. Slowly getting up to his feet, Mario dusted himself off with his hands before looking around at his surroundings.

"What is this place?" He asked himself as he looked around, seeing no signs of any Toads, or any of his friends for that matter. Placing both hands on the sides of his mouth to increase the volume of his voice, Mario shouted, "Hello? Anyone here? Peach? Lu? Toad? Heck, I'll even take Donkey Kong!" He received no response, this decided that there was no point in shouting any further.

Mario then realized as he patted himself down that he had only brought a select number of Power Ups with him for his fight with Bowser. He only had one Power Up left, and that was a little red mushroom with white spots and beady eyes.

Placing the Super Mushroom back into his back pocket, Mario began to walk away from his starting position so he could get a move on in finding his friends. "Alright, let's-a-go." He muttered to himself before taking off at a sprint to find his missing friends.... And frenemy if you included Donkey Kong.

Meanwhile: On the Yellow Brick Road

A Rift opened up in the middle of the Yellow Brick Road, disturbing the peaceful calm of the chirps of the birds. There, from within the Rift's depths, came out the gliding form of the Batman, spreading his cape outward to propel himself forward. Landing on the road, Batman quickly rose up to his feet as the portal behind him closed.

"Robin!" Batman shouted, hoping for his son to answer, but alas, no response was given. "Damnit. He must've been taken to a different location." Looking around, the Dark Knight found that he was no longer in Gotham, but in a place that was much more colorful, peaceful even. Placing his index finger to the side of his cowl, Batman called out, "Alfred? Alfred are you there?"

There was no answer, only static over his communications device.

Inwardly sighing, Batman tried again, this time with the Bat-Computer, "Computer, what's my location?" No response. "Computer?" Again, no answer. Removing his finger from the Comms in his cowl, Bruce began to form a hypothesis on what was going on, "All communications with the Batcave have been cut off. I need to assume the possibility that I am off world, or that I'm on a different Earth entirely. Whatever those creatures were, they wanted the Kryptonite for something, and they were willing to do whatever it took to get it. I need to find out where Robin is, and find out why those things needed that Kryptonite."

Batman turned around and saw that there was something glimmering in the distance. Using his lenses in his cowl to zoom in, he saw that it appeared to be an entire city made of emerald. An Emerald City if you will.

"I need answers, and my best bet is probably in that city. I need to move if I have any hope of figuring out what's going on." He took out his Grappling Gun and aimed it towards one of the trees in the forest beside the Yellow Brick Road, when a distant sound of multiple singing voices caught his attention.

"We're off to see the Wizard
The wonderful Wizard of Oz
We hear he is a whiz of a wiz
If ever a wiz there was
If ever, oh ever a wiz there was"

Turning around and placing his Grappling Gun into his Utility Belt, Batman saw four distinct figures skipping along the Yellow Brick Road towards him.

One was clearly female, wearing a blue and white dress, holding both a brown picnic basket and a small brown dog. Her hair was brown and curled up in two pig tails with blue bows to hold them together. On her feet were a pair of Ruby Slippers that sparkled every time she moved her feet.

Beside the girl named Dorothy, was an actual Scarecrow with pieces of hay sticking out of various parts of his body.

On Dorothy's right was a man made of silver metal, holding an axe and had a metal bow tie.

And on the Scarecrow's left, was a lion who had at a glance seemed very cowardly.

Together, Dorothy, the Scarecrow, the Tin Man, and the Cowardly Lion all sang along.

"The Wizard of Oz is one because
Because, because, because, because, because
Because of the wonderful things he does
We're off to see the Wizard
The wonderful Wizard of Oz!"

The quartet stopped suddenly when they encountered the frowning form of Batman, standing in the middle of their path with his arms folded over his chest. Getting over her shock to this new stranger in their way of the Emerald City, Dorothy smiled and said, "Oh, hello there! Are you another one to join us on our journey? And what are you missing?"

Batman didn't miss a beat, "A sense of humor." He wasn't in the mood for games, "Where's Robin?"

The group of friends looked at each other confusedly before turning back to Batman. The Tin Man responded, "Um, have you tried looking in a tree?" He asked sarcastically.

Batman's frown deepened as he started losing patience, "Not a robin. Robin! Where is he?!" He demanded to know, marching closer to the group.

"We don't know anything about a robin, honest." The Scarecrow replied honestly, pushing his hands out in defense.

But it was at that moment that Dorothy's face brightened, "But maybe The Wizard does!"

"The Wizard?" Batman repeated.

Dorothy nodded, "Yes sir, he lives just in that city over there." She replied as she pointed behind him.

Turning around, Batman saw that the girl was pointing towards the Emerald City he had seen when he first arrived here. Maybe he was right in thinking that heading towards that city could be beneficial to him. He had no other options, he had to get to that city and gather more information.

He was about to make his way towards the Emerald City when a sudden scream from behind him halted his movement, "I s-s-s-see something scary!" That had obviously come from the mouth of the Cowardly Lion.

Rolling his eyes, the Tin Man replied, "Is it Toto again?" But when he looked up to where the Cowardly Lion was looking, his jaw dropped.

Looking upwards, Batman's eyes widened as he saw the sky split open, with two large claws slithering their was through the tear in reality. Unlike the portal that brought him here, Batman noticed that this new portal, or tear if you wanted to get technical, was colored red instead of blue.

The claws then spread apart from one another, further opening the Rift in the sky. From within the portal, emerged a dragon like robot. Batman noted its appearance, its body was mainly gray in color, one that was very narrow and thin, along with pulsing red streaks along its sides. It had two large arms and two sets of jaws. with a laser cannon inside of its mouth.

The Wyvern creature let out a screech that shook the heavens, it could be heard from all the way in the Emerald City.

Taking out a set of Batarangs, Batman muttered to himself, "What the hell is this?" He watched on as The Wyvern zoomed through the air, letting out another screech. The Dark Knight was about to throw his Batarangs at the creature when he heard Dorothy scream from behind him.

Turning around, his eyes widened when he saw that the Tin Man, Scarecrow, and the Cowardly Lion had all been sucked into a Rift that had suddenly opened behind them. Batman saw that Dorothy was being pulled in. He wasted no time in placing the projectiles back into his belt and rushing over to grab her hand just as she was levitated off of the ground.

Dorothy held on tight, as did Batman, but alas, it was for naught as the young girl lost her grip and screamed as she was pulled into the portal. Stumbling forward, Batman grit his teeth over the loss of the young girl and her friends. Snapping his body around, he saw that The Wyvern was making its way towards the Emerald City.

Taking out another set of Batarangs, and didn't hesitate in throwing them directly into The Wyvern's face. They hit their mark, exploding right in the creature's face, causing it to screech and snap its elongated body towards the Caped Crusader. When the Dark Knight saw the creature open its mouth and noticed that a build up of energy was occurring within the beast's maw, he took out his Grappling Gun and quickly moved out of the way.

The Wyvern fired its Mouth Cannon, sending forth a massive red beam of energy hurdling toward Batman. But luckily, he got out of the way as the beam impacted the Yellow Brick Road, decimating it completely, leaving a smoking crater in its wake.

Landing in a tree branch, Batman aimed his Grappling Gun at one of the red streaks on The Wyvern's body and fired. Once it hit its target, Batman zipped up to the creature and swung alongside it as he took out eight miniature explosive pellets. He hurled the pellets at the creatures long form, the resulting impact causing the creature to screech out in pain.

The Wyvern flung its body around, managing to toss Batman off of it.

Batman tumbled through the air for a second before he opened his cape and glided down towards the ground, tucking himself and rolling to a stop before standing up to face the creature.

Moments before The Wyvern appeared

Tony Stark had been flying for a good while now, trying to find any form of civilization ever since he arrived in this strange place. Looking down, all he saw was a long Yellow Brick Road and various trees in a very large forest. He was about to complain to his automaton companion when he suddenly detected an anomaly on his HUD.

"Uh, J.A.R.V.I.S? You're seeing this too, right?"

But before the A.I. could respond, Tony saw something out of the corner of his eye. He turned his head and saw The Wyvern tear through reality as if it were paper.

As the creature let out a terrifying screech, Iron Man muttered, "Huh. Well things just got a lot more interesting." He then looked down below... And saw a man dressed like a bat standing in front of a Rift that had just begun closing, "Is that guy dressed like a bat?"

The Wyvern slammed its massive right claw down onto the ground in hopes of crushing the Dark Knight. But the hero quickly threw down a Smoke Pellet and disappeared. Batman reappeared and ran up The Wyvern's claw, hurling Batarangs at its face.

The beast let out another screech before flinging Batman through the air with a wave of its claw. Batman was about to glide down to the ground, when he suddenly felt someone grab him in mid air.

Batman looked upwards and saw a man in a red and gold suit.

Iron Man looked down at Batman and smirked under his mask, "Hey there, looks like you could use some help." Looking forward, Tony activated his thrusters and zoomed forward at high speeds. Flying above the creature, he prepared to fire some rockets to get the monster's attention. But he suddenly felt lighter as Batman broke free of his grip and glided down towards The Wyvern. Completely stunned, Tony was about to dive down and save him when he saw Batman spread his cape outward and glide down onto The Wyvern's back. Uttering a simple "Huh." Iron Man nose dived down to fly alongside The Wyvern to get its attention.

As Batman ran along the monster's back, Tony fired multiple rockets from his back that struck The Wyvern in the side, causing it to screech out in pain.

Tony turned his head to Batman as he flew, "Okay, that got his attention." He studied the Dark Knight as he ran along, "Now what's he up to?" His eyes shot open as he saw Batman leap up into the air and threw down multiple explosive pellets. Once they exploded, Batman glided down towards the ground and landed just as Iron Man flew down to meet him.

Once the Armored Avenger landed, Batman turned to study this new individual. His armor looked advanced. Way too advanced for anything originating from this place. It was impressive, very impressive in fact. But he didn't know enough about him yet to properly determine whether he was friend or foe. He might've saved him, but he still needed more information.

He was broken out of his deductive thoughts when Iron Man turned to him and said, "We can exchange names later. Right now let's focus on taking... Whatever the hell that thing is down."

Batman, still wary about trusting this stranger, nodded, "Agreed." He looked back up to The Wyvern as it turned to face them. It let out a horrid screech as Batman turned to Iron Man, "Get its attention, we need to find any form of weaknesses that it has if we have any hopes of taking it down."

"Good thing I love the spotlight." Tony replied before shooting upwards into the air.

Seeing as how Iron Man was commencing the plan, Batman darted forward down the Yellow Brick Road while the Armored Avenger distracted the creature.

Iron Man flew around The Wyvern, firing Repulsor Blasts from his hands to try and damage it. "Hey ugly!" He shouted, causing The Wyvern to turn and screech at him. "Wow, you really need dental work. Y'know I got a guy that can help with that. Maybe you won't be so screechy if you just partake in basic hygiene." He was shut up by a backhand from the creature, which sent him spinning through the air before he landed on the road, creating a trench where he landed. Rubbing the back of his head and sitting upright, Tony saw that Batman was swinging up to the creature with his Grappling Gun.

Tony slowly got back up to his feet and asked J.A.R.V.I.S to run a scan of The Wyvern, hoping that he at least found a weak spot of some kind.

But unfortunately, J.A.R.V.I.S said, "I apologize, sir, but I am unable to find any form of weakness on the creature. I have also run it through our data bases and found nothing, this is something new."

The Invincible Iron Man let out a dejected sigh before slowly hovering himself above the ground, "Well that makes things a little harder." He then shot up into the sky and fired more rockets at the creature, "But what else is new?"

Sonic was running down the Yellow Brick Road without a care in the world. He loved the wind blowing against his face, the way his quills felt while running in the wind, it was paradise for him. But that sense of calm was disrupted by the sound of multiple explosions coming from up ahead.

Skidding to a stop, Sonic looked down and saw a giant monster over the horizon, with someone flying around it, shooting projectiles of some kind. Smirking to himself, the hedgehog adjusted his shoes before taking off at high speeds to join the fight.

"It has homing missiles, how is this fair?!" Iron Man shouted as he flew around, trying to avoid the homing missiles headed right for him.

Meanwhile Batman was running along its back again, using his Detective Vision to try and find a weakness from within. But much to his chagrin, he found nothing. Only code that was too advanced for him to make out. Suddenly the red streaks around its body began to glow ominously until they exploded into giant red rings for extra defense.

Thinking on his feet, Batman dove off of the creature and grappled himself onto a nearby tree branch while Iron Man turned around and destroyed the missiles with his variety of weapons. Moving to hover next to the tree Batman was perched on, he looked down and asked, "Had any luck on your end? Cause I feel like I'm doing squat."

Much to his disappointment, Batman shook his head, "No. Whatever I hit it with, it doesn't seem fazed. It's like this thing is impervious to pain."

"If it can't feel pain, how're we supposed to stop it?"

Their attention was brought back to The Wyvern as it screeched once more. The menacing creature was hovering right above them, in the process of opening its jaw to fire a mouth beam attack. But just as the two heroes were about to move, a blue streak sped by and collided with the underside of its mouth.

The blue streak returned and struck the side of its head, and then the lower right corner of its mouth until finally shooting downwards and hitting the top of its head. The blue streak landed on the Yellow Brick Road, revealing that it was none other than a blue hedgehog.

Sonic looked to both Batman and Iron Man and smirked, "My, that's a pretty snazzy performance there!"

Both humans looked at the hedgehog in confusion before Tony asked, "Is that a giant, blue, talking dog?"

"I thought it was a rat." Batman replied.

Sonic frowned before replying, "Hey, I'm not a rat or a dog!" He then diverted his attention to The Wyvern and smirked, "I'm a hedgehog!" And with that, Sonic zoomed towards The Wyvern at high speeds before leaping into the air and curling into a ball, striking it in the face.

Both heroes looked at the display for a moment before springing back into action.

"He's fast." Iron Man commented.

"I've seen faster." Batman replied as both he and Iron Man joined the fight.

As Sonic hit The Wyvern with a few Homing Attacks, Iron Man flew right past the blue hedgehog and fired a Unibeam right into its face, sending the creature flailing back. As Sonic dropped down, he was caught by Batman who was swinging on his Grappling Hook before he was thrown by the Dark Hero.

Noting what Batman wanted him to do, Sonic curled into a ball and hit The Wyvern in the face once more before falling to the ground.

Now noticing that the monster wasn't affected in the slightest, Sonic asked, "Uhh, is it just me or is this not working?"

Hearing what the hedgehog had asked, Iron Man responded with, "No, it's not just you." He then flew up towards the monster muttering, "I feel like I'm fighting The Hulk, only less green and more spikey." It was then that The Wyvern let out another screech, only this time, sending out waves of red rings to try and destroy its foes, "Aw, give me a break!"

If there wasn't enough indication that there was trouble brewing, the explosions and the horrible screeches echoing throughout the land gave Mario enough initiative to charge head first into danger to help anyone in need of assistance. When he was close enough to see what was going on, Mario slowed down to a walk before stopping completely as he saw The Wyvern release a series of red rings to try and eliminate the heroes standing against it.

Mouth agape, the plumber saw a blue hedgehog curl up into a ball as another individual wearing what appeared to be a bat-suit grapple up onto the monster's back. It was then that he saw another individual flying around, launching multiple projectiles at The Wyvern, hoping to do some damage.

Getting out of his stupor, Mario removed the Super Mushroom from his back pocket and stuffed it into his mouth. Once he swallowed the Power Up, he grew in height by a few inches. But that's not all, his strength is increased as is his speed. Pulling his cap down slightly, Mario muttered, "Let's-a-do this!" before taking off in a full on sprint towards the fight currently in progress.

Batman ran along the monsters back, throwing Batarangs at the red streaks along its body hoping to cause even a fraction of pain. But no matter what he did, nothing seemed to affect the creature. But from the corner of his eye, Batman saw a smaller figure jump onto The Wyvern's back.

Looking back as he ran, Batman saw Mario sprinting behind him with a smile on his face. He quirked an eyebrow when the red plumber gave him a kind smile. Thanks to the Super Mushroom, Mario was able to catch up with the Dark Knight easily. Now running alongside one another, Batman and Mario ran up towards the head of The Wyvern.

But suddenly, the red streaks on the monster's body began to electrify, crackling with red electricity. Noticing this, Batman quickly grabbed Mario and jumped off of The Wyvern just as it covered its entire body in red electricity. Taking out his Grappling Gun, Batman swung both him and Mario to the Yellow Brick Road, saving both of their lives.

Once he set him down, Batman looked up to see Sonic and Iron Man tag teaming The Wyvern.

Sonic landed on a tree branch and turned to see the newcomer standing next to Batman, "Who's the new guy?" Sonic shouted to Iron Man.

Looking down, Tony replied, "No clue! But I gotta be honest, that is an awesome moustache!"

Twilight was getting tired. She had been wandering around these woods for a little over an hour, and she still had seen no sign of her friends or the princesses. With her head held down, the Element of Magic trudged along the dirt path with sadness in her heart. She had overcome worse before, but she had her friends by her side the entire time. Together they defeated Discord and Nightmare Moon, they helped banish the Changelings, and they helped Cadance and Shining Armor save the Crystal Empire from Sombra.

Together they could do anything. But this time she was alone.

All alone.

But her ears perked up suddenly as a wave of fright hit her when she heard a horrific shriek. "What was that?" She asked herself before moving into a full on gallop to investigate. Shoving through the bushes and shrubbery, Twilight Sparkle finally made it to a clearing.

She gasped at what she saw.

A battle of epic proportions. This was unlike anything she or anypony in Equestria had ever seen before. Giant monsters, flying machines in the sky. A bat-like creature. A red and blue creature with a moustache. And finally a bipedal blue hedgehog.

Said hedgehog was suddenly wacked out of the sky by The Wyvern, and he was falling right towards Twilight. Thinking quickly, she lit up her horn and caught the falling hero with a levitation spell.

Blinking a few times, Sonic looked around as he was being placed on the ground. He turned around to see his savior, a purple unicorn, who looked at him with concern.

"Are you alright?" Twilight asked in concern.

Sonic rubbed the back of his head, "Yeah, thanks for the save.... Are you a unicorn?"

Twilight tilted her head in confusion, not understanding the question, "Yes? Why?"

"Well it's just... This is a first for me."

The unicorn shrugged, "It's a first for me two. Do you have any idea what's going on?"

"Not really, all I know is that there's a monster that needs to be taken down."

"Hey Spikeball! If you're done playing twenty questions, we could use your help here!" They both turned to see Iron Man fire another Unibeam at The Wyvern, only for it to have no effect. The beast let out a mighty screech, releasing a red shockwave that sent Iron Man falling to the ground.

Twilight, seeing the imminent danger, quickly cast a shield spell to protect her and Sonic. Both of them watched as the red energy passed over them and the shield. Once the energy dissipated, the shield fell and Twilight took a step forward towards The Wyvern, lighting up her horn.

In fact, all of the heroes gathered together and stood against the monster, not wanting it to cause any more chaos. But just as they prepared to attack, The Wyvern released another shockwave, only Twilight wasn't fast enough to cast another shield spell to protect them, causing everyone to be sent flying back a few meters.

Once everyone landed on the ground, The Wyvern slashed a hole in reality and made its escape off to another dimension. The reason, nobody knew, all they knew at the time was that the pressing danger was gone.

Twilight slowly got up to her hooves, groaning in pain due to the effects of the shockwave. She looked around and saw that everyone else was getting up as well. She didn't know who they were or what was going on, but she got a good feeling from these creatures.

The same type of feeling she got when she first ventured into the Everfree Forest with her friends to stop Nightmare Moon.

Weird.

She decided to speak first, "Is everypony okay?"

Sonic, rolling back his shoulder, replied with, "Eh, I've had worse. Just give me a Chili Dog and I'll be as good as new."

"Where's the creature?" Mario asked aloud, looking around for any sign of it.

Batman folded his arms, frowning as he answered, "Gone. It must of escaped through a tear in reality, much like the one it arrived through when it first appeared."

Iron Man, using his HUD to scan the area, found no traces of it, "I think he's right, I'm picking up no signs of it." Diverting his attention to those around him, Tony couldn't help but think about the weird assortment of individuals gathered on this Yellow Brick Road. Clearing his throat, he decided to ask, "So.... Who the hell are you guys?"

This was going to be a long day.

Author's Note

Just a quick note, this is not, I repeat, NOT the same Wyvern as in Sonic Frontiers, in this story, the events of that game haven't happened. Canon in the Sonic universe diverges after Forces.

The origins of The Wyvern will be explained further on in the story.

Just wanted to clarify that.

Ok bye.

7. The Land of Oz (Part 2)

Earth 1940

The Land of Oz

"So... Who the hell are you guys?" Iron Man asked abruptly.

While Twilight looked shocked at his bluntness, Sonic began to bust a gut as he held his stomach while he laughed. Mario smirked while Batman simply folded his arms over his chest. Settling down, Sonic wiped a tear from his eye before saying, "Wow, that came out of nowhere! I wasn't expecting that! Hehehe. Haaaaaa." When the hedgehog finally calmed himself down, he pointed to his chest with his thumb and proclaimed, "The name's Sonic! Sonic the Hedgehog!" He then turned to Iron Man, "And you are?"

Chuckling, Tony decided to open his mask, showing off his face to everyone present, "Tony Stark, tech genius, super hero, real hit with the ladies. But you can call me Iron Man!"

Once Tony was done introducing himself, Mario felt that it was his turn to introduce himself to these people, "It's-a-me, Mario! Part time plumber, all time hero!" He exclaimed, finishing off with a jump into the air.

After covering her mouth as she giggled, Twilight then began, "I'm Twilight Sparkle." She introduced kindly before turning to Batman, "What's your name?" She asked with a smile.

But Batman didn't return the smile, he simply said, "I'm Batman."

It was so quiet that you could hear crickets chirping.

Quirking an eyebrow up, Tony asked, "That's it? That's all we're getting?"

"That's all you need to know." Batman replied firmly. He wasn't about to reveal who he really was to a group of complete strangers. He didn't even know if he could trust them yet.

Tony shifted his eyes away as he muttered, "Okay." Clearing his throat, Tony turned to Twilight and stated, "Okay, first order of business! You're name is absolutely adorable." That right there made the little unicorn blush. "Second order of business, do any of you know where the hell we are or what the hell is going on?"

Tapping her hoof to her chin, Twilight began to ponder, "Hmmm... Maybe if we share how each of us got here, we could use the gathered information to hypothesize a theory as to what is going on."

Sonic shrugged, "Sounds like as good a plan as any. I'll go first, unless anyone has any objections?" Seeing everyone shake their heads, Sonic began to tell his tale. "It was just like any other day. I was doing the usual, hanging out with my friends, running around, stopping whatever scheme Eggman was planning."

He was about to continue when the laughter of Tony Stark and Mario cut him off. As the two heroes laughed, Sonic couldn't help but smirk and raise an eyebrow, clearly entertained by their humorous chortles. He also found it funny when Tony spoke between laughs, "E-Eggman?! What kind of name is Eggman?! That has to be the funniest bad guy name I have ever heard!"

Twilight, giggling quietly, joined in on the fun, "It is a silly name."

But while the other heroes laughed, Batman looked to the blue hedgehog and asked, "Who is this Dr. Eggman?"

Sonic placed his hand on his hip and answered, "He's an evil genius who tries to take over my home planet all the time. But luckily me and my friends are there to send his fat butt packing every single time."

"But seriously, who names themselves Dr. Eggman? It's like he's begging to not be taken seriously." Mario asked with a smile on his face.

The blue hedgehog smirked, "Funnily enough, I'm actually the one who named him that, y'know to insult his weight. But it eventually grew on him and he stuck with it." He explained before his face turned serious, "But let me tell you, Eggman is no joke."

Twilight tilted her head, curious as to what her new friend meant, "What do you mean?"

"Yeah, I mean how bad could he possibly be?" Tony asked, clearly not believing the hedgehog's claim about Eggman being an actual threat.

Sonic then began listing off the various things Eggman had done on his hand, "Let's see, he broke my planet apart to wake up an old Dark God. He manipulated a God of Destruction until he lost control of it, which ended up flooding an entire city. He threatened to blow up my planet with a space station. Tried to rewrite time and space. Took over my planet for six months, all the while torturing me to pass the time. Turned nearly the entire population of my planet into robot zombies. And there's no telling how many cities he has Roboticized in his endless conquest for world domination."

Once he finished recounting those previous events, he noticed the shocked expressions of Twilight Sparkle, Mario, and Tony Stark. Batman's face remained stoic, which wasn't surprising, considering who he was.

Seeing how wrong he was, Tony said, "Okay, point proven."

Twilight couldn't believe what she was hearing. Sure she had faced evil beings before with the Elements of Harmony, sure they had done evil things like enslave ponies and try to conquer Equestria for their own greedy needs, but they had never gone to the lengths to do what this Eggman had done. If he was in Equestria, then he would be sent straight to Tartarus for all eternity.

Seeing as how there was time being wasted, Batman decided to intervene, "Sonic, continue if you would."

Sonic nodded, "Right! Anyway, me and my team were infiltrating his space station to take back the Chaos Emeralds he had stolen."

"What are the Chaos Emeralds?" Twilight asked, unable to keep her curious nature in check.

"Okay, let me break it down for you. The Chaos Emeralds are seven mystical gems containing infinite power within each of them. Some say that they were created by the Gods themselves, before our reality was even created. Some say they come from space. No-one truly knows where they came from, but what we do know is that together, they harness unlimited power. When one person collects all seven of them, a miracle will occur, and the user will gain ultimate power."

It was no surprise that Sonic's tale about the Chaos Emeralds shocked the others, each of them were thinking what would happen if these Emeralds fell into the wrong hands.

"Well that isn't ominous at all." Tony commented sarcastically.

Realizing he was getting off track, Sonic decided to get back into the story, "So anyway, when we got into Eggman's base, we found the Emeralds. But there was something else there as well. A stone looking thing. I think Egghead called it a Keystone? Anyway, to cut a long story short, we stopped Eggman, and got the Emeralds back. But just as we were about to get outta dodge, a portal opened up and sucked in not only Eggman, but the Emeralds and my friends. I jumped in after them and ended up here."

Once the blue hedgehog finished his story of how he ended up here, Twilight tapped her chin with her hoof and pondered aloud, "You said a portal suddenly appeared out of nowhere?" She asked, to which Sonic nodded, answering her query, "That happened to me as well."

"Care to share with the rest of the class?" Tony quipped.

Nodding, Twilight began to explain, "It was just an ordinary day in Ponyville when--."

"Hang on a second. Ponyville?" Tony asked, interrupting the unicorn mare, "Seriously? Your hometown is named Ponyville?"

Not understanding the problem, Twilight asked, "Yeah? What's wrong with that?"

"You're kidding, right? That's like calling a town 'Humanville', you couldn't come up with a better name than that?"

Twilight frowned, "It's not my fault that my town doesn't have as glorious a name as Canterlot."

Tony had an unamused look on his face, "'Canterlot'? Really?" He repeated as he folded his arms. When he looked around and saw the unamused looks on everyone's faces, he motioned for her to continue, "Sorry, Twinkle Sprinkle, carry on."

"It's Twilight Sparkle!" She emphasized before continuing with her story, "As I was saying, I was having a picnic with my friends when the two princesses who rule my home appeared before me. I didn't think much of it at first since I am her personal student."

Mario let out an impressed whistle, causing Twilight to blush from the praise.

"A-Anyways, I noticed that she had the Elements of Harmony with her--."

"What are the Elements of Harmony?" Batman asked out of the blue.

It was then that Twilight's smile grew a little bigger, "The Elements of Harmony are six magical artifacts that my friends and I use to combat the forces of darkness. Using the Magic of Friendship, my friends and I cleansed one of the two princess of her darkness, and turned a God of Chaos to stone. They can't be used individually, they have to be used together otherwise they won't work."

"So anyone can use them?" Sonic asked.

Twilight shook her head, "No, you see my friends and I are the bearers of the Elements, so only we can use them. They are magically linked to us so that we can use them to protect Equestria!" Tony rolled his eyes at the name, was everything in her world a horse-pun of sorts? Ignoring the billionaire, Twilight continued, "But before she could tell us anything, a portal appeared out of thin air and dragged not only the Elements into it, but both princesses and my friends too. I went in to save them and arrived here."

"So you jumped in as well?" When Twilight nodded, Tony began explaining, "Well I was in the middle of a mission with some members of my team, The Avengers, stopping a terrorist organization from using a rare and very powerful mineral called Vibranium for... Whatever it was they wanted it for. Long story short, once we were done kicking butt, a portal opened up, except three weird, robotic looking creatures jumped out and stole the Vibranium anyway. My team and I raced in after them, hoping to catch them, only to be split up from one another. They wound up somewhere else entirely and I wound up here."

Hearing that, Batman looked to Tony and asked, "You saw those creatures too?"

"Yeah." Iron Man answered truthfully.

Looking down in thought, Batman recounted the events that led him here, "Those same creatures were responsible for a series of robberies housing a chunk of Kryptonite. A rare weaponizable mineral of the remains of a dead world that can be used to kill one of my world's greatest heroes. I eventually found the Kryptonite, but those creatures did as well. We fought, but they got away with the Kryptonite and my sidekick, Robin. I went in after them and found myself here as well."

Mario perked up in realization, "The same thing happened to me. I had just rescued the princess from my arch enemy, Bowser. Who, for those who don't know, is a giant turtle, dragon thing. Once I had beaten him, a portal opened in the sky and sucked in my friends, Bowser, and the Super Star, an extremely powerful Power Up used in my world to make anyone who uses it invincible for a short amount of time." When he was done explaining, he looked around at everyone else, "I guess you guys know the rest."

"Hmm," Batman hummed to himself as he began to deduce the situation, "Strange portals open up in each of our worlds, each taking a specific item from said world for some unknown reason. They also kidnapped our own respective allies, to which we all jump in after them." Once he finished summarizing the situation, he looked up and said, "Someone wanted those key items specifically. The piece of Kryptonite," he turned to Iron Man, "A chunk of... Vibranium," he looked to Mario, "Your Super Star," he then shifted his attention to Sonic, "Your Chaos Emeralds," he then focused on Twilight, "And finally, your Elements of Harmony. This wasn't a coincidence, they were targeted."

Taking all of that in, everyone sat with it for a moment. It made sense, but why those items in particular? What was so special about them, other than the fact they are extremely powerful on their own.

Iron Man then spoke up, "Well I don't know about you guys, but it looks like we each have a common enemy." A smile tugged on his lips, "Maybe we could help each other?"

Sonic grinned, "I was thinking the same thing! If we work together, we have a better chance at getting our friends back, taking back the things that were stolen from our worlds, and taking down whoever's behind all this."

Seeing as how everyone agreed with Tony's idea, Twilight beamed happily at the situation. It seems that even outside of Equestria, the Magic of Friendship still manages to bring people together, despite their differences. After Mario let out a passionate "Wah Hoo!!!" Batman turned around and pointed at the Emerald City in the distance.

"Before she was taken, that girl told me of a wizard that might be able to help us." Batman explained to the others before turning to face them, "If we can get to that city, maybe we can find out where we are and how to get our friends back." While everyone nodded, Batman was thinking to himself. It seemed that these people were trustworthy and sincere in what they were saying, but they hadn't exactly earned his trust yet. He would work with them, not for his sake, but for the sake of his son.

Stepping up beside the Dark Knight, Sonic knelt down into a starting position before shouting, "Let's get going!" And with that, he shot off down the Yellow Brick Road at high speeds. But not a moment later, Sonic returned with a sheepish smile on his face, "Right, forgot you guys don't have super speed..."

No-one was amused, "You think?" Tony asked rhetorically.

Rubbing the back of his head, Sonic turned around and said, "Well, I guess we can walk... Or something..."

Giggling, Twilight marched to the front of the group and declared, "Come on, everypony! Let's go save our friends!"

Once his face plated slid over his face, Iron Man hovered in the air before taking off, leading the group down the Yellow Brick Road. But unbeknownst to them, a dark presence loomed over the Land of Oz, one that wanted nothing more than to take it all for herself.

"Wait, wait, wait!" Sonic shouted as he walked alongside the purple unicorn currently discussing how her world works. The heroes had been travelling down the Yellow Brick Road for a little over 20 minutes now. While Twilight and Sonic were conversing with one another, Mario and Iron Man were talking about the amount of times they had saved the world. Batman just kept to himself, staying focused on the mission at hand. Sonic, who had just interrupted Twilight, asked for clarification, "So, let me get this straight. Your two princesses control the sun and the moon? The pegasi control the weather? What kind of backward world do you live in?"

Twilight giggled at the hedgehog's disbelief, "Believe me, if anything, your worlds are the backward ones."

"Well I guess it's just a matter of perspective, isn't it?" Sonic replied with his hands resting behind his head.

Meanwhile, Tony and Mario were discussing their victories over their various enemies.

"So you've not only saved your kingdom from total destruction on numerous occasions, but you've also saved her from a giant, talking turtle more times than you can count... And she only gives you a kiss on the cheek?"

Mario sighed and visibly slumped forward, his moustache drooping downward, "Yes, you pretty much covered it."

"Wow." Tony responded simply before adding, "What a tease." He was about to ask another question, but was cut off by an alert in his HUD, "Huh? What is it, J.A.R.V.I.S?"

"Sir, I'm currently picking up an energy signature that is 99.9 percent identical to the signature I picked up from the Rift back in New York." The artificial companion informed.

Tony frowned, "Are you sure? I don't see any Rift around here."

While the genius was conversing with his A.I., the others just stared at him in confusion. Mario leaned over to Sonic and whispered, "I think he's gone-a coo-coo crazy."

Twilight, ever so curious, looked to the armored hero and asked, "Um, who are you talking too?"

Getting his attention, Tony looked down at the confused unicorn and replied, "Oh, I'm talking to..." Halfway through his sentence, he realized that he never told them about J.A.R.V.I.S. Wow, did he feel stupid or what? Smacking his forehead with his hand, Tony quickly said, "Oh right! I never told you guys about J.A.R.V.I.S!"

"J.A.R.V.I.S?" Batman repeated, unsure of who the armored hero was referring to.

Seeing as how it would be better to show them, Tony outstretched his hand and opened it, projecting J.A.R.V.I.S' hologram from his palm.

"Greetings," The A.I. greeted in a friendly manner, startling three out of the four heroes, "I am J.A.R.V.I.S, Mr. Stark's artificial companion designed to aid him in any way I can. It is a pleasure to meet all of you."

While everyone was stunned in some way, Twilight's eyes sparkled as a wide grin appeared on her face, "Artificial Intelligence?! That's extraordinary!!! It's practically unheard of in Equestria!!! There a theory's, sure, but nopony has ever actually gotten close to creating artificial life!!!"

Sonic chuckled at the rambling mare's antics, "Man, and I thought Tails got excited about science stuff." When she wasn't showing any signs of stopping, Sonic walked over and placed a hand on her shoulder, "Twi, take a chill pill."

Blushing from embarrassment, Twilight quickly shuffled back while quietly muttering, "Sorry." over and over again.

Dispatching the hologram, Tony took to the air and hovered as he informed the group of what J.A.R.V.I.S had told him, "J.A.R.V.I.S just told me that he's picked up an energy signal similar to the Rifts that brought us here."

That caught Batman's attention, "Where's it coming from?"

The Armored Avenger pointed forward, further down the Yellow Brick Road, "Just up ahead, if it's a portal we can use it to find out what's really going on here."

Batman nodded, "Alright, let's see what we can find and get out of this place." Taking off at a sprint, the Dark Knight led the group down the Yellow Brick Road towards the source of the energy spike.

As she galloped, Twilight but couldn't help but feel joy from these turn of events. They had finally found something that may be able to help them find their friends and save them from whatever danger they were currently in. She smiled as she followed the Batman down the road. Looking to her left, she saw Iron Man flying alongside them with Mario and Sonic running beside her.

She giggled as she picked up the pace, not wanting to be left behind.

"The energy spike I picked up is just up ahead!" Iron Man informed the group as he flew up ahead to make sure there wasn't any hidden dangers that awaited them.

Once the group got closer to the energy spike, Sonic couldn't help but notice something familiar lying on the floor in the distance. It was oval in shape, almost like a stone. His eyes widened as he skidded to a stop, unaware that the other heroes had stopped as well.

Landing next to the hedgehog, Iron Man declared, "There it is. That's the source of the energy spike I picked up."

"I've seen this before." Sonic muttered as he slowly walked towards the foreign object.

Hearing this, Batman asked, "You have? Where?"

Turning towards the Dark Knight, Sonic said, "It's that Keystone thing I told you guys about. Y'know, the one Eggman had?" He turned away and stared at the Keystone, "But I don't get it, this one looks different."

"How do you mean?" Mario asked.

"Well the one Eggman had was engraved in green hieroglyphics." Sonic answered before adding, "This one has red hieroglyphics."

Hearing this, Batman knelt down and observed the Keystone from afar, "Hmm, this can't be a coincidence. Your arch nemesis had a Keystone similar to this one, and we just happen to find one just as similar?"

"There has to be a connection." Twilight declared.

"Well we aren't going to get answers by just standing around and looking at the thing. I say we take it and examine it to see how it can help us." Iron Man suggested to the group.

"It's as good a plan as any." Sonic agreed, "Besides, things have been easy so far, how hard can things possibly get?"

"Oh, you just had to jinx it, didn't you?"

As if tempting fate, the sound of mad cackling echoed throughout the air, enticing everyone to look up into the sky to see who was laughing. When the group of heroes looked up, they saw multiple flying figures headed towards them. The majority of them appeared to be primates wearing blue and red vests with little hats on top of their heads. Their most notable features were their wings.

Flying ahead of the Flying Monkeys, was a green skinned woman with a long, pointy nose, wearing a black robe with a pointy hat, riding atop an old broomstick.

The Wicked Witch of the West cackled maniacally as she declared, "Now that meddling do-gooder is gone, all of Oz is mine! So long, Dorothy! So long!" She proceeded to laugh again when something from down below caught her eye, "What's that?"

Looking down, she saw the Keystone, glowing with power. It was so powerful, she could feel the power radiating off of it.

The Witch grinned, "Something magical? It looks so pretty... It feels so powerful!" She rubbed her hands together as she prepared to dive down and claim it for herself, but frowned when she was Twilight and the others looking directly at the Keystone. Snarling, the Witch shouted to her Flying Monkeys, "They can't have it!"

"Looks like we're not the only ones interested in the Keystone." Tony commented as he aimed his hands up at the Flying Monkeys.

Before anyone knew it, the Wicked Witch and her Flying Monkeys were flying downwards, intending on collecting the Keystone for herself, "Get away from my property! ...Whatever it is!"

Taking out a Batarang, Batman shouted, "We've got monkey dive-bombers!"

Wasting no time at all, Batman threw the Batarang while Iron Man took off to meet the Flying Monkey's head on. The Batarang hit one of the monkey's in the head, causing it to screech and fall to the floor while Iron Man threw a punch to a monkey's face, sending it spiraling through the air.

While all this was going on, the Wicked Witch of the West dove down towards the Keystone, only to be struck in the side by Sonic, who was flung by Twilight using her levitation spell. Tumbling to a stop on the Yellow Brick Road, the Witch slowly got to her feet while Mario, Sonic, and Twilight Sparkle cautiously approached her.

The villain snarled as her hands crackled with magic, clearly charging up a magic spell of some kind. Before anyone could do anything, the Witch created a circle of flames surrounding the four of them while Batman and Iron Man dealt with the Flying Monkeys.

Twilight was in awe, this Witch was clearly an expert in the magical arts. If she wasn't trying to get that Keystone and save her friends, she would be gushing with excitement at the possibility of learning some new form of magic. Taking a step forward, Twilight said, "This doesn't have to end with violence. We just want to get our friends back, that's all."

Being as smug as ever, Sonic added, "But we could add 'Kicking your butt' to our 'To Do' list, if you'd like?"

The Witch smirked, "So you won't take a warning, eh? I'll take care of you now! Ehehehehehehe!!!"

Hearing this, Mario leaned over to Twilight's ear, "So much for that idea..."

The mare sighed before lighting up her horn. She didn't know a lot of Combat Spells, but that didn't make her entirely useless. She was willing to stand with these heroes to stop whoever got in their way. But one thing was for certain at this very moment.

They weren't leaving the Land of Oz without a fight.

8. Vorton

Earth 1940

The Land of Oz

The Wicked Witch of the West cackled as she jumped onto her broom, her hands crackling with magic as she levitated the Keystone into her hands. A green aura appeared around her when she tightened her grip around the Keystone, further elevating her power.

"This magic," the Witch started, suddenly disappearing into a green vortex and reappearing behind Mario, Sonic, and Twilight Sparkle. "I can be everywhere all at once!!! Hehehehehehehe, with this magic, all of Oz will be mine!"

Sonic rolled his eyes, "Yeah, yeah, yeah, we've heard it all before."

The blue hedgehog suddenly curled into a ball before he shot upwards in an attempt to strike the Witch, but he was zapped by the Witch's magic, which sent him rolling across the Yellow Brick Road until he came to a stop next to his new allies.

The Wicked Witch suddenly disappeared through a portal as three Flying Monkeys dove down to attack the trio of heroes. The monkeys charged forward, their claws bear as they flew closer to Twilight and the others. While Twilight teleported out of the way, Sonic and Mario jumped over two of the monkeys, quickly stomping on their heads when they were directly underneath them.

As the monkeys tumbled to the ground, Twilight Sparkle reappeared behind the third monkey and blasted it in the back with her horn. Once the Flying Monkeys were taken care of, the Witch returned through a green portal, sneering at the three heroes.

Both Sonic and Mario ran forward, but they both came to a stop when the Wicked Witch zapped them both with a freezing spell of sorts.

"W-What the?" Mario stuttered through his grit teeth.

Sonic tried moving his legs, but they just wouldn't budge, he was trapped. He couldn't move, and that was the one thing Sonic hated most in the world. Not being able to move.

Seeing them struggle, the Witch cackled, pleased that her spell did the trick. Now nothing could stop her from taking over Oz. But just as she was about to fire another spell at the captured duo, she was suddenly struck in the side by a violet beam of magic. The sudden interruption made her lose focus, allowing both Mario and Sonic to free themselves with little effort.

Twilight couldn't help but feel prideful, she did just free her new friends after all. Her smile turned into a worried frown as the Witch snapped her head towards her, snarling with raw rage and contempt. In a quick motion, as she saw the Wicked Witch hurl a green fireball at her, the unicorn lit up her horn and brought up a barrier to protect herself from the attack.

Hurling fireball after fireball, the Wicked Witch of the West failed to notice the blue blur flying right towards her. She was struck in the back by a Homing Attack, which sent her falling off of her broom and landing right on her back. Due to the impact of the crash, she lost her grip on the Keystone. Her eyes widened when she noticed that it was no longer in her green hands.

Quickly scurrying to her feet, the Witch bolted for the Keystone, hoping to once again have it in her grasp. She was so close, only for a certain plumber to shoulder charge her to the ground. As she tried to get back up, Sonic took this chance to run circles around her, hindering her vision and spinning her around in circles.

Twilight, seizing the opportunity, used her magic to lift the Witch into the air and tossed her into the sky.

While the battle raged on below, the battle in the sky was just as rageful, as both Iron Man and Batman dealt with the armada of Flying Monkeys. Grappling from one to the other, Batman kicked one monkey in the head before making his way to the other so he could elbow the him in the mouth.

As both monkeys fell to the ground, Iron Man flew high, firing Repulsor Blast after Repulsor Blast at any monkey he saw. His shoulders lifted up, revealing miniature missile launchers. Once fired, the tiny projectiles struck any and all Flying Monkeys they locked onto.

As the battle continued, Batman noticed that the Wicked Witch seemed to be at the end of her rope. She was struggling, time to put an end to this. "Stark!" He called out, getting the Armored Avenger's attention. He motioned his head toward the Witch, enticing Tony to look. When the hero saw the state of the Witch, he got the same idea as the Dark Knight.

"Alright then, let's go to work!" He declared, zooming downward to join up with the others, with Batman gliding down right behind him.

The Wicked Witch fumbled through the air, flailing her arms around as the ground grew smaller and smaller. A sudden sharp pain was made aware on her back, being kicked by Batman of all people is bound to do that. As she fell back down to the ground, Iron Man fired a Unibeam from his chest, sending the Wicked Witch of the West crashing down into a small crater on the Yellow Brick Road.

She lifted herself up out of the crater, groaning in pain as all five heroes stood before her, with Iron Man and Batman landing down beside them. They all glared down at her fallen form, while she sneered back before calling her broom. Suddenly getting to her feet, the Wicked Witch jumped up into the air as her broom flew underneath her.

Landing on the broom, the Witch took her leave, deciding that gaining the magical artefact was not worth all the trouble of fighting these so called heroes. She wouldn't win, and she knew that. "I'll get you, my pretties! And your giant dog, too!!!!"

His mouth agape, Sonic shouted back, "I'm a hedgehog!!! Hedge-Hog!!!" He emphasized, but eventually gave up and rolled his eyes as the Witch and what remained of her Flying Monkeys left the area.

Twilight felt a sense of relief wash over her as the Witch retreated, but also a sense of worry. In truth, she didn't feel like she was as useful as the other heroes. Granted she had been in worse danger than the Witch, but she barely did anything to combat against her. She didn't know many, if any, Attack Spells. She never needed too after all, she and her friends always relied on the Elements of Harmony to help save the day. But it seemed that this time, she would have to rely on something besides the Elements.

Trotting over, the unicorn used her magic to levitate the Keystone into the air, quietly observing it as the other heroes walked over to join her. Strangely enough, she could feel the power this device held within it as she held it in her magic. It's like it was merging with her magic, she didn't know how else to describe the feeling other than odd.

"That's impossible."

Her ear flicked at the sound of Tony's voice, "What is, Tony?" She asked while turning her head to him.

Tony Stark was at a loss, he was completely flabbergasted. "I just scanned that Keystone, the amount of energy it has is astronomical. It's registered at around 3.86 terajoules of energy."

Both Sonic and Mario looked at each other with confused expressions while Twilight and Batman looked at the Keystone in awe. "I'm guessing that's more energy than in a triple A battery?" Sonic guessed, not completely sure what the big deal was.

Batman looked to the hedgehog for a moment before refocusing his attention on the Keystone, "You'd be right, because that's more energy than there is in the sun."

Oh that was what the big deal was.

"Sooo what you're saying is...?" Mario trailed off as he slowly turned to Iron Man, not actually wanting to know what that meant for them.

"This Keystone is extremely powerful.... And potentially very volatile, so we need to be very careful with what we do with this thing."

The wind suddenly picked up in an unnatural way, putting everyone on edge as they anticipated what was going on. Twilight's sudden gasp enticed everyone to turn and watch the emergence of another Rift. The unicorn watched on in curiosity as the portal between worlds opened up before her and her new friends. She couldn't help but study it, the way it operated, the way it just appeared out of thin air. It truly was a remarkable thing for her to experience, and she thought that the effects of the Crystal Heart were nifty.

"Look, another Rift!" Sonic pointed out, gesturing to the portal in question with a wide eyed expression on his face.

Tony raised his hand towards the Rift and began scanning the Rift, hoping to figure something out about it. Much to his chagrin, the only thing that came back was how it was becoming unstable. "Uh guys? If we're going through it, we'd better do it now. Cause that thing is becoming unstable and I don't know about you guys, but I don't wanna find out what happens when that thing goes critical."

They didn't have the time to discuss this as a sudden cry for help cried out from within the Rift. No-one knew who was screaming, except for Twilight, for it belonged to someone familiar to her. It belonged to a certain baby dragon.

"SPIKE!!!" The lavender unicorn suddenly cried out, startling everyone in the process. She turned to the other heroes with tears glistening in the corner of her eyes, "That's Spike! That's my so- FRIEND!!!" She quickly corrected herself before continuing, "That's one of my friends! If he's there, then my friends must be in there too!"

Sonic had a knowing smirk on his face, "And if your friends are there.."

"Then ours must be too!" Iron Man finished. "Come on, we gotta get through that portal before it becomes unstable and closes... Or whatever it will do if it comes to that!" With that, he took off into the air before zooming forward towards the Rift with the other heroes following him.

As she galloped, Twilight couldn't help but think optimistically, things were finally going in her favor. She was going to find her friends, the princesses, get the Elements of Harmony back, and help her new friends stop whoever was behind this. Tony flew through the Rift first, then Sonic, followed by Mario, who was trailed by Batman. She was the last to enter the Rift.

"Hang on, everypony." She thought to herself as she drew near the portal, "I'm coming for you."

Twilight jumped off of the Yellow Brick Road and leapt through the Rift as it suddenly closed, leaving the Land of Oz in peace once more.

Once Twilight entered the portal, a flash of light blinded her eyes. She blocked out the light with her foreleg, hoping to keep the brightness out of her eyes so that she could see. When the flash of light dissipated, she saw that she and the other heroes were currently falling through the Rift.

It felt like an endless free fall, it terrified, yet fascinated the mare. It was an experience that couldn't be described, and it was one that couldn't be felt by ponies, or people who have normal lives. Fortunately for Twilight Sparkle, her life was far from normal.

Twilight turned her head and noticed that to her left, both Iron Man and Batman fell alongside her, and Mario and Sonic were to the right. "Where do you think we're going to end up?" She asked, hoping that anyone would have a slight idea.

They did not.

"I don't know." Tony answered truthfully, "But I got a bad feeling about this." He wasn't one who would surrender easily, so he pulled up a hologram on his gauntlet and used his other hand to try and get them all out of this mess. "If I can locate whatever's generating this Rift..."

"Then you can disrupt it." Batman finished.

After a few moments, a loud booming sound was heard once Tony deactivated the hologram on his gauntlet. Everyone then suddenly began to fall at a faster speed, causing great worry in all of them.

"Does that mean it worked?!" Mario asked before he and everyone else was blinded by a large flash of light.

Unknown Earth

Vorton

Vorton, a dark and desolate earth of unknown origin, devoid of any life whatsoever. No plants, trees, or grass in sight. Just stone and ancient technology filled this void of lifelessness. In the center of the dimly lit room was a Gateway made out of stone, hieroglyphics were carved into the portal, glowing with mystical power.

A crackle of electricity sparked off of the Gateway, soon followed by another spark, then another, and another.

Eventually the Gateway began to shake as it sparked to life as a portal appeared in the middle of the Gateway, sparks of electricity shooting off of the Gateway. It was getting out of control, it was becoming unstable and it would continue to do so until...

It exploded, sending all five heroes flying out of the now destroyed Gateway.

Twilight Sparkle and the others landed with a harsh 'Thud!' Large pieces of the Gateway fell to the floor along with small pieces of technology that helped operate the Gateway. The unicorn mare slowly got back up to her hooves, groaning in pain as she stood up alongside the other heroes.

She turned to Batman and said, "Well, I don't quite know what you did, but we're still alive."

Cracking his back, Sonic quipped, "Are you sure?" Shaking his head, the blue hedgehog looked around, hoping to see any sign of his friends. But unfortunately, there was no sign of them, "Doesn't look like our friends are here though."

Twilight looked crestfallen at the news, she was so excited to get her friends back and return to her life in Ponyville. Looks like this is going to take longer than she originally hypothesized, but she had no time to worry about that now, she had to figure out where she and her new friends ended up.

While the others gathered their bearings, Batman walked over to the remains of the Gateway and crouched down beside it, activating his Detective Vision as he picked up a small piece of tech to observe it closely. "This technology looks advanced." He spoke aloud so the others could hear him. "My guess? This gateway created the Rift that brought us here."

"Which Gateway?" Mario asked as he walked over to Batman.

Looking to the plumber with an unamused expression, Batman replied in a deadpanned manner, "The one that exploded." He then placed the piece of tech back down onto the ground, deactivating his Detective Vision and turning to face the others, "And with the Gateway destroyed, I don't think we're going to be leaving here any time soon."

Sonic's heart fell into his stomach, he couldn't be serious right? They can't all be stuck in this small, tight room for all eternity, right? There's nowhere near enough room for him to run, it's too small, to compact, sealed off from the world. With those thoughts in mind, he dared to ask, "Are you saying that we're stuck here?"

"Not necessarily." Iron Man piped up.

"What do you mean?" Twilight asked, "Without the Gateway, how are we supposed to get out of here and save our friends?"

His face plate slid up, revealing his curious face before stroking his chin and answering, "There's a terminal over there," he pointed across the room, where there was in fact, a terminal with a giant screen implanted in the stone wall, "Maybe it has some schematics for the Gateway, maybe we could figure out how to use it." He then shrugged his shoulders, "And who knows? Maybe we could finally start getting some answers as to what exactly is going on?"

Deep in thought, the Dark Knight walked away from the remains of the Gateway and replied with, "Let's see if we can get that terminal back online."

It was decided that their best bet was getting that control terminal back online. Mario reached the terminal and dragged his index finger across the keyboard. Not only was it very dusty, but the letters in the keyboard were of the same hieroglyphics that were etched into the Keystone.

"I don't know," Mario mused before looking up to Tony, "Are you sure that you can get this terminal back online."

Twilight nodded in agreement, sharing Mario's worries, "I have to agree with Mario. Tony are you sure you'll be able to figure this all out?" She then looked down at the foreign symbols on the keyboard with worry, "We don't even know what these symbols mean."

Tony scoffed with a confident smirk on his face, one that reminded her of a certain rainbow maned pegasus, before replying, "Don't worry, Sparkle Butt." He then looked down at the keyboard with a smirk, "I'll be able to figure this out in no time at all."

A few minutes later

"...I can't figure this out." Tony stated nonchalantly out of nowhere.

It had been a few moments after Tony had said with sheer confidence that he would be able to get the terminal back online. But even the self proclaimed smartest man alive couldn't figure out what these ancient symbols meant. He was struggling, and time was being wasted.

Sonic, who had been tapping his foot against the stone cold floor for the past few minutes, looked to the Armored Avenger and asked, "I thought you said that you could figure it out?"

Tony turned his head to the impatient hedgehog and rolled his eyes, "Well excuuuse me, but this is advanced, ancient technology." He folded his arms over his chest, "Not everything can be as fast as you, blue boy."

Sonic was about to retort when something caught his eye. He turned to Twilight with confusion written on his face, "Uh, Twi?"

Turning to the hedgehog, she responded, "Yes?"

"The Keystone's glowing." He stated while pointing to said Keystone, which was still being held in Twilight's magical grasp.

When everyone turned to Twilight and the Keystone, they all saw that the Keystone was most definitely glowing red... And upon further observation, so was the terminal. Before anyone could question it, a latch next to the keyboard suddenly slid open.

With a hole that only the Keystone could fit into.

"I think we're supposed to place the Keystone into the console." Mario stated the obvious. Not waiting for an invitation, Twilight slowly trotted over to the terminal to place the Keystone inside the console. Looking back at the group for a mere moment, Twilight sucked in a deep breath and faced the console.

And placed the Keystone inside of it.

The latch closed and all was silent for a few moments. Nobody said a word as they waited for something to happen. And they waited... And waited.... Aaand waited... When nothing happened, Sonic spoke up, "Well that sucked." As soon as he uttered those words, the terminal sprung to life! The screen lit up the dark room, the keyboard lit up, and a nice humming sound filled the ambient air. Without warning, the latch opened again and multiple schematics for the Gateway popped up on screen.

Tony's face brightened as he leaned on the terminal, examining the schematics for the Gateway, "Now we're talking." It showed the various pieces, and what was needed to build the Gateway portal. Looking down to the bottom right, Tony and the others saw a picture of the Keystone.

"Look." Batman said suddenly.

Everyone saw that not only was the Keystone glowing, but so were the various broken pieces of the Gateway. It seems that the Keystone is needed to build the portal. Wanting to test out a theory, Batman picked up the Keystone and aimed it at a broken piece of the portal. For a split second, when Batman raised the Keystone into the air, the piece of the portal levitated as well.

"Interesting." Twilight commented, "So not only do we need to use the Keystone to activate the technology in this place, but we also need it mend the broken pieces of the portal. This is so surreal, this technology is revolutionary! To think that The Ancients could be capable of such things is remarkable."

Sonic quirked an eyebrow, "You've heard of The Ancients?"

The unicorn nodded enthusiastically, "Yep! I've come across them in my studies of magic, but I couldn't find much since not much is known about them. All that is known is that the legendary Starswirl the Bearded came in contact with one and befriended him. It's said that their magic and tech is revolutionary, I can't help but think that this tech belongs to them."

"Hmm... Eggman said that he found the Keystone in an Ancient City on our world." Sonic pondered to himself in thought, "Could they be connected in some way?"

He was taken out of his thoughts when Tony said, "Well, I don't know about you guys, but I'm in the mood to rebuild a Gateway portal!" He looked to both Batman and Twilight, "You two wanna help me out?"

While Batman nodded silently, Twilight on the other hand let out a squeal and jumped around in circles shouting, "Yes, yes, yes, yes, yes, yes, yes, yes, yes, yes, yes, yes!!!" Tony, Sonic, and Mario couldn't help but chuckle at the mare's antics. Even Batman cracked a small smirk, but nobody saw it, because as quickly as it appeared, it disappeared just as quickly.

Tony clapped his hands together, "Alright then, let's get to work."

10. Springfield (Part 1)

Unknown Earth

Vorton

"I'm Waaaaiiiting!" Sonic exclaimed as he tapped his foot on the ground.

Tony, who was making some last minute adjustments to the Gateway, rolled his eyes and turned his head to face the impatient hedgehog. "Okay, hold your horses." He responded before hearing an offended huff from Twilight, who was connecting some wires into the console with her magic. "No offense."

Twilight simply shook her head before connecting the two wires with her magic, allowing the console and the Gateway to spring to life. Everyone stared at the newly remade Gateway with impressed looks. But Twilight couldn't believe her eyes, this was astronomical. She had actually helped in the creation of a technology that could allow anypony to explore alternate worlds. This was a whole new branch in Equestrian science, and Twilight couldn't contain her excitement.

Mario let out an impressed whistle, "Well I'll be."

"You guys did it!" Sonic added happily.

Batman dusted his hands off saying, "It wasn't easy, but the Keystone did make things somewhat easier."

Twilight walked and stood in front of the Gateway and addressed her new friends. "It was hard, and we couldn't do it alone. But with friendship binding us together, there isn't a thing that we can't do." She felt her heart skip a beat when everyone, including Batman, nodded their heads in agreement. She looked at Batman curiously, she couldn't tell what he was thinking, and part of her worried about that. He wasn't like her other friends. He was careful, non-emotional, dark.

But beneath all of that, she knew that under that mask was someone who cared. Who cared for doing the right thing. That's why she would make it her personal mission to establish a deep friendship with the Dark Knight, and that in of itself would be a challenge. But she wouldn't be a student of friendship if she didn't at least try to become close friends with the hero of Gotham.

Iron Man cleared his throat, gaining everyone's attention. "Cheesy speeches aside," he swore he heard Twilight mutter something about how her speeches weren't cheesy before he walked over to the console, "I think it's time to switch this bad boy on and get out of here."

With that, he tapped his finger on the screen, causing the console to hum with power. Not only that, but the Gateway whirled to life and a portal was opened in the center of it. As the five heroes admired the newly opened portal, a deep, robotic voice suddenly spoke, putting everyone on high alert.

"Re-routing from back-up power. All systems are go. Limited system functionality restored."

Sonic tilted his head and eyed the Gateway suspiciously. ""Limited system functionality"? Hang on a second, am I going to lose an arm if I go through that thing?" He asked as he pointed to the Gateway portal.

Batman stroked his chin in thought, "It does look unstable. I saw some glowing parts get sucked into it, they must have been important."

"Like the Keystone?" Twilight suggested to the Dark Knight, appearing by his side with a smile.

Iron Man, getting the hint, took out the Keystone they had in their possession and placed it in the slot that it fit in. Looking up at the screen on the wall, Tony and the others saw an image of the Keystone being displayed on it. "Hey, nice job. You brought back the Shift Keystone." The robotic voice said happily, much to the confusion of the heroes.

"Um... Thanks?" Sonic said as he rubbed the back of his head.

"Looks like we can finally get some answers." Mario commented before he asked, "Hey, who are you? And what is this place?"

"Oh! My bad. Guess it is pretty strange having some random voice compliment you randomly huh? For now, you can call me the Gateway Keeper, and I help in operating the Gateway to ensure it operates at full functionality. As for where you are, this is Vorton! A world between worlds. It used to be a refuge for the ancients before it was abandoned."

Twilight and Sonic's eyes shot wide open. This place, Vorton, was a refuge for the Ancients? A refuge from what exactly? Why would they abandon this place? All these answers led to more questions.

The little unicorn decided to ask the prominent question. "What exactly is a Keystone?"

The Gateway Keeper was more than happy to answer this particular question. "The Keystones are ancient technology that grant its user unlimited access to the power it possesses within it. This particular Keystone is the Shift Keystone, which allows its wielder to teleport anywhere and everywhere within reason. It's with these Keystones that the Gateway is able to remain stable, less risk of ending up on a dead planet with no way back."

Tony folded his arms, "So what you're saying is that we need to find these Keystones and bring them back here?"

"Pretty much." The Gateway Keeper responded with no hesitation. "The more Keystones you guys bring back here, the less chance of them falling into the wrong hands. And trust me, you don't want some crazy whack job messing around with something they don't understand."

"Ain't that the truth." Sonic muttered to himself, recollecting how powerful Eggman had been with just one Keystone in his arsenal.

Twilight turned to the others, "I guess we have no choice. We have to venture into these other worlds to find these Keystones and bring them back so they don't end up in anyone's hooves."

"I think you mean hands, Twilight." Tony helpfully corrected the unicorn.

She rolled her eyes at the billionaire. "You know what I mean. Once we bring back the Keystones we can make the Gateway stable enough so we can find our friends!"

Sonic chuckled and gave the unicorn a thumbs up. "Sounds like a plan!"

When everyone else nodded in agreement, Twilight turned to the console and declared, "Okay Gateway Keeper, we're up to the task! We'll help you find these Keystones and keep them out of enemy hoov- HANDS! I mean hands. Hehehehe." She giggled awkwardly as a tint of red appeared on her cheeks. "And in exchange, once we find all of the Keystones, you'll help us find our friends."

The Gateway Keeper seemed pleased with that. "Okay great! In that case, step right on through. The Gateway has already been set on a specific world where another Keystone ended up. I'm currently tracking each Keystone and what dimension they ended up in, so it shouldn't be a problem to find them."

Sonic was more than ready to leave this place, there was barely any room for him to move after all. "Then what are we waiting for? Let's do it, to it!"

Tony gave the hedgehog a smirk before his faceplate closed over his face, "Not what I planned on doing today, but hey, I'm flexible."

Twilight trotted to the front of the group and stood in front of the Gateway for a moment. This was it. Her biggest adventure ever since she left for Ponyville nearly a year ago. This time she wouldn't be just protecting her friends and home town, she would be protecting multiple worlds! She'd be geeking out right now if she wasn't so scared. It was exciting, but terrifying at the same time. She gulped nervously before closing her eyes, she could do this! She had to do this! Her friends were counting on her.

She reopened her eyes and led the group of heroes into the Gateway.

Earth 1989

Springfield

In the peaceful blue sky, where the clouds floated aimlessly, a Rift suddenly opened, disrupting the calmness as five unique individuals fell out of it. But there was something different about them, they appeared to be cel shaded, as if they were drawn as cartoon characters.

"Where are we?!" Twilight shouted as she fell through the sky, flailing her legs around helplessly.

Mario took a second to look at his hands and his surroundings before asking a question of his own. "And why does everything look so... Strange?!"

Sonic looked to Iron Man with pleading eyes, "Uh, Tony? Care to fly us to safety?!!!"

"I can't! That jump through the Gateway must've shorted out my thrusters!" Iron Man informed the group, much to their horror. "I say we'd better brace ourselves!!!"

As they all fell through the clouds, they all failed to notice two giant yellow words appear from out of thin air, parting the clouds as a choir hummed a certain name.

Twilight, looking down as she fell, noticed a few roofs that were getting closer... And closer... And closer. They were about to crash! Thinking quickly, she lit up her horn and cast a shield spell around her and her friends to protect them. They all crashed through a brown roof and landed in a living room with pink walls, green carpet, a painting of a sail boat hanging above a brown couch, sitting in front of a television.

They had landed in the living room of 742 Evergreen Terrace.

While Twilight, Batman, and Mario landed on the couch, Tony and Sonic weren't so lucky. The blue hedgehog landed face first into the carpet while Tony landed right on top of him. Already their time in this dimension was trying their patience. Getting off of Sonic’s back, Tony tapped his helmet a few times before his HUD came back online.

Sonic pulled himself out of the carpet and slowly got to his feet, muttering to himself. "Why is it that whenever I free fall, I always land on my face?!" Twilight giggled at the hedgehog, causing him to turn away in embarrassment.

Iron Man looked around the living room, taking note of how everything was cel shaded. Must be an effect of this dimension. He turned to the other heroes and shrugged, "That's one way to make an entrance."

"I'll say." Twilight agreed before hopping off the couch. Curious, the unicorn trotted out of the room and looked around, noting how big this house really was. She eventually made her way into the kitchen and opened the fridge, seeing all sorts of food stocked inside of it.

What caught her eye was a red can with the word 'Duff' written on it. It must've been a beverage of some kind. She shrugged, "I'm sure they wouldn't mind if I had a sip. I am rather parched after all." Lifting the can of Duff with her magic, Twilight opened it and took a sip. Only to spit it out immediately afterwards, “Who the hay would drink this stuff?!” She tossed it into the bin and coughed up a storm before trotting back into the living room.

She was never going to drink that again for as long as she lived.

"Enough messing around." Batman ordered as he made his way out the backdoor, "Let's find the Keystone and get out of here."

Shrugging, the group followed the Dark Knight out of the house and into the daylight. The backyard was pretty basic, there was a swing set, a sandpit, and a poorly constructed treehouse. "Hey, anyone else notice how everything looks sooo... Cartoonish? Or is that just me?" Iron Man asked as he walked around the backyard.

Folding his arms, Mario replied, "It's not just you."

Looking to the sky and tapping her chin in thought, Twilight hypothesized, "Strange. It seems like some dimensions have a certain... Effect within them. That must be why we look like cartoon characters! Our bodies have been modified to be accustomed to this world!"

"That is the best theory we have at the moment." Batman agreed before turning to Iron Man, "Have your scanners picked up any sign of the Keystone?"

"They don't need to."

"Why's that?"

"Because it's right up there." Tony revealed by pointing up to the roof of the house. Once everyone turned, they saw that a Keystone with yellow engravings was sitting on top of the chimney. He activated his rocket boots and flew up to the roof, hovering in front of the Keystone.

He was about to grab it when Twilight suddenly shouted, "LOOK OUT!" enticing him to turn around and see a missile headed right towards him. Boosting upwards, Tony just dodged the missile as it exploded against the chimney, destroying it and launching the Keystone into the air.

It spun around in the air for a few moments before bouncing and landing in the middle of the street.

Tony turned and looked down at his teammates, "The Keystone landed in the middle of the street!" He informed them as he pointed to the road. Sonic was already making a break for the Keystone with Twilight and the others in toe.

The blue hedgehog skidded to a stop in the street before the others joined him. "Where did that missile come from?" He asked Iron Man as he landed on the ground next to him.

"My guess would be from them." Batman spoke up as he pointed down to the end of the block. Once everyone turned, they saw a swarm of Soulless Ones and some very familiar gunmen in what appeared to be outfits resembling beekeeper suits.

Well they were familiar to Iron Man anyway.

It appears that A.I.M. has invaded the town of Springfield.

"What the hell?" Tony asked himself upon seeing the terrorist organization from his home dimension wreaking havoc here.

Mario looked up to the armored hero confusedly, "Friends of yours?"

"Hardly."

He looked back to the assembled group of A.I.M. Agents and Soulless Ones, now just noticing that one of the agents were wearing a mechanical suit. It was grey in color with guns for hands. The agent was wearing an advanced version of their trademark suit. It had red highlights on the shoulders as well as a red visor to go along with it.

The A.I.M. M.E.C.H.A. aimed her guns at the heroes, preparing to fire.

Twilight looked nervous, she wasn't prepared for this at all. Sure it was naïve of her to think that this would be a cakewalk, but she couldn't help it. She didn't have a violent bone in her body. She hated the feeling of fighting, she always believed that any problem could be solved without violence.

That's what Princess Celestia taught her.

But it appears that those teachings won't matter here.

Sonic bent his right leg back and tapped the tip of his foot onto the ground, showing that he was ready to go. "Finally! Some action!" He was bouncing on the spot showing his excitement for the coming battle.

Tony hovered in the air slightly before shouting, "Take them down!" With that declaration, he flew forward with Sonic running alongside him.

"Protect the Keystone!" Batman added as he ran with the others into battle.

The A.I.M. M.E.C.H.A. opened fire as the Soulless Ones dashed forward with an intent to kill. Sonic curled into a ball and knocked down three of them while Iron Man fired two Repulsor Blasts, which sent two A.I.M. Agents flying through the air.

Mario slid under a strike from a Soulless One before spin kicking it to the floor. Before it could recover, the plumber jumped into the air and destroyed it with a ground pound, red mist elevating into the air due to the destruction of the enemy force.

Batman threw three Batarangs at the A.I.M. Agents, specifically their gun barrels. Before they could fire their shots, their guns were clogged with the projectiles. And to make matters worse, when they pulled the triggers of their guns, they exploded in their hands, sending them sprawling on their backs.

Twilight quickly pulled a shield over herself to block the bullets coming from the guns on the A.I.M. M.E.C.H.A.. She closed her eyes tightly as the shield began to crack, her horn began to ache from the pressure. But she wouldn't give in here. With a shout from deep within, she let loose a shockwave that sent the A.I.M. M.E.C.H.A. flying through the air.

As the mechanical suit bearing agent landed on the ground, Sonic took this chance to run around her. He ran so fast that he created a wall of blue to block her vision. She fired multiple bullets from her guns, but the blue hedgehog was too fast for her to hit.

She spun around in circles, trying to hit her target when a sudden bat shaped shadow was cast over her. When the agent looked up, she gasped as Batman leapt downwards towards her, kicking her in the chest with enough force to knock her down.

The A.I.M. Agent tried getting back up, but just ended up falling back down to the ground in defeat.

Sonic skidded to a halt and gave Batman a thumbs up.

Batman simply nodded back to him, resulting in the blue hero slumping forward in disappointment.

Meanwhile, Iron Man landed next to Twilight and ruffled her mane with his hand, much to her annoyance. "Nice job there, Twi." He complimented before turning around and making his way to the Keystone. "Now let's get that Keystone out of here and figure out what A.I.M. is up to."

But just as he was about to grab the ancient device, he was suddenly clotheslined by a Soulless Commander. Iron Man flew through the air for a moment before crash landing on top of a car, shattering the windows and denting the roof.

"Tony!" Twilight cried out in alarm before making a break for the Keystone.

But Batman reached out in an attempt to stop her. "Twilight no!" He bellowed before rushing forward to try and save her from being sliced into ribbons by the Soulless Commander. But it was in vain as the servant of The Exiled created a shockwave by swinging its arm, which resulted in both Twilight and Batman being knocked back.

"Hey! Not cool!" Sonic exclaimed as he and Mario rushed forward to help their friends.

The Soulless Commander grabbed the Keystone with the tip of its arm and raised it into the air. It turned its head and saw both Mario and Sonic dashing towards it. Seeing as how it got what it wanted, it flashed its eye for a moment before teleporting away, taking the Keystone for itself.

Sonic and Mario stopped running and looked around in confusion for a moment before realizing that the Commander had gone.

"Shoot!" The Blue Blur said in frustration before dashing over to help Twilight to her hooves. "You guys okay?"

"I've had worse." Batman replied gruffly as he rotated his shoulder around.

Tony rolled off of the top of the car and took off into the sky in search of the Keystone. Once he was high enough he began scanning for any signs of the Keystone. "J.A.R.V.I.S. you find anything?" He asked his artificial assistant, hoping that he had found out where that Soulless Commander had gone.

Turns out it was Tony's lucky day as J.A.R.V.I.S. had managed to pinpoint a position. "Indeed I have, sir. I have pinpointed the location of the Keystone to a building called the Springfield Town Hall."

"Then that's where we're going." He replied before looking down at his teammates to relay that information. "Looks like the Keystone is in the Town Hall."

"Then that's where we are going." Batman decided to the agreement of the group.

Twilight nodded before taking off at a full on gallop. "Come on everypony! We haven't a moment to lose!"

Meanwhile

The town of Springfield was in chaos, everyone was in a panic. Several A.I.M Agents were swarming the streets, opening fire on innocent civilians. Cars were exploding, people were running in fear. It was pandemonium.

At the Lard Lad donut shop, multiple people were held up as Soulless Ones and A.I.M. M.E.C.H.A.'s surrounded the place. One of the mech suit wearing agents aimed at the Lard Lad stature and opened fire, blowing it apart, enticing the people inside the shop to scream in terror.

At the local Krusty Burger, the roof was currently ablaze as the owner of the chain, a clown with long green hair on the sides with a little puff of hair on the top of his head wearing a purple shirt with green pants and rather large shoes ran out of the store with briefcases full of money in each hand.

Krusty turned around to assess the damage before booking it. But he was stopped when two Soulless Ones suddenly appeared before him. The TV clown slowly backed away as they advanced on him. "Uh, heh heh heh... I don't suppose you guys take checks?" He asked meekly, hoping that would get them to back off. He got his answer when they rushed towards him.

Realizing that now would be a good time to run away, Krusty the Clown did just that.

Meanwhile: At the Nuclear Power Plant

If there was one place that was the most populated with A.I.M. Agents and Soulless Ones, it would be the Nuclear Power Plant. The place was swarming with enemies with guns and other means of destruction. In the waiting room, a pair of workers were currently huddled together as four A.I.M. Agents walked closer with their guns trained on them.

One was a dark skinned man wearing a grey jacket over a purple sweater with grey pants and brown shoes.

Carl Carlson shook fearfully next to his best friend, who was a yellow skinned man wearing blue suspenders over a green long sleeved shirt. He had a muzzle on his face and slicked back brown hair. His bottoms were grey in color as were his shoes.

Lenny Leonard looked to Carl with fear in his eyes, looks like they weren't getting out of this one.

But while all this was going on, one safety inspector was sleeping through it. The inspector of Sector-7G was in a deep sleep as he snored over the various explosions. He was a bald man, except for a few strands of hair on the top and the sides. He was yellow skinned with a tanned muzzle over his mouth. He wore a white shirt with blue pants and grey shoes.

Homer Simpson screamed in his sleep before yelling out, "It's not selling out! It's Co-Branding. CO-BRANDING!!!"

After that little spout of nonsense, he went back to sleep, snoring as loudly as he could.

But inside the office of the owner was where things were getting real dicey. Sitting at his desk was an old man with a long pointy nose, three liver spots on the left of his temple, and some grey hair on the back of his head. He wore a blue suit with a tanned tie over a white shirt.

C. Montgomery Burns tended his fingers together as several A.I.M. Agents swarmed the room, aiming their guns directly at him. To his left was his assistant, a man with glasses wearing a greenish jacket over a white shirt and purple bow tie. He also had blue pants and black shoes. He had spikey grey hair and was unquestionably loyal to Mr. Burns.

Waylon Smithers took a small step back as he saw Burns reach under the desk to press the red button that activated the trap door. But he was stopped when the Scientist Supreme slammed her hand on the desk.

"I wouldn't do that if I were you." Monica threatened slyly, with a smirk that screamed mischievous.

Mr. Burns leaned over to Smithers and whispered, "Smithers, who are these armed beekeepers?"

Waylon shrugged, "I... Have no idea sir."

"You try my patience, C. Montgomery Burns!" The voice of the leader of A.I.M. declared as he hovered into the room. He had a massive head with tiny arms and legs, sitting in his chair full of various weapons designed only for killing. His chair and armor were yellow in color, except for the headband on his head with the red jewel inside of it. The band was purple while the gem was red. He had pupilless eyes, brown hair, and purple armor over his arms and legs.

M.O.D.O.K. slammed his tiny fist into the arm of his Doomsday Chair, he was growing impatient. "Relay the location of the Foundation Element now! Or I will destroy this entire nuclear power plant!"

But Mr. Burns simply waved his hand dismissively, "Oh pish posh! You talk a big game, my large headed fellow, but you couldn't possibly be serious."

It was then that M.O.D.O.K. smiled widely, sending a chill down both Mr. Burns' and Mr. Smithers' spines. "Foolish old man! Don't you know who I am? I am known as the Mental Organism Designed Only for Killing! If you believe my threats to be nothing more than empty words... Then allow me to show you how serious I truly am."

Suddenly, a large laser cannon emerged from the side of M.O.D.O.K.'s Doomsday Chair and aimed itself at one of his A.I.M. Agents. Without hesitation, he opened fire and disintegrated him to ash. Mr. Smithers held his stomach and puffed out his cheeks, he was going to be sick.

Burns simply scowled. This man meant business.

M.O.D.O.K. hovered closer to Mr. Burns to intimidate the old man. "Now, where is the Foundation Element?"

"I have no idea what you are talking about." Was Mr. Burns' reply.

The leader of A.I.M. sighed dejectedly. He turned to Monica, "It appears we're going to have to do this the hard way. Tear this place apart until you find that piece of Plutonium!"

Smithers tilted his head in confusion. "Plutonium? There's plenty of it in the facility, how are you struggling to find it?"

M.O.D.O.K. laughed in Smithers' face. "Fool! Because we're not looking for any piece of Plutonium. What we need is a specific piece. One that is in the hands of an employee here in this power plant."

But before M.O.D.O.K. could go on any further, he was interrupted by a voice in his ear. "Yoo Hoo? Bobblehead? You there?"

"Bobblehead" sighed before addressing Mr. Burns. "Excuse me for a moment. It appears my asset has found something." He then hovered over to the wall of televisions and tapped the side of his head. "This is... Bobblehead. What have you found?"

"Turns out you were right, Bighead! There really is an ancient temple beneath the city! Who knew?"

M.O.D.O.K. smiled, "So you have found it?"

"We're getting there! I'll let you know! But keep in mind that you may have lost a few guys down here."

"How?"

"Well, some of them were crushed by rubble. And the other I just shot in the face because I was bored! AHAHAHAHAHAHAHAHAHA!!!"

"This one is absolutely insane." M.O.D.O.K. thought to himself as he shook his head. "Just inform me when you are ready for the second phase of the plan."

"Will do! Oh! By the way, have you found the Element yet?"

M.O.D.O.K. was about to say no, when he suddenly spotted a certain someone sleeping in his chair. He caught glimpse of Homer sleeping in Sector-7G. But that wasn't what caught his attention. No, what caught his interest was what was hanging out of his pocket.

A rod of Plutonium.

The fat oaf matched the description Exiled gave him and his accomplice. This was it. It was inside Sector-7G.

"As a matter of fact." M.O.D.O.K. began before chuckling evilly, "I think I just might have."

11. Springfield (Part 2)

Earth 1989

Springfield

Springfield Town Hall was normally filled with people, most of the time concerned people. How was this any different from normal?

This time the people were being held at gunpoint.

All throughout the Town Hall were armed A.I.M. Agents and A.I.M. M.E.C.H.A.'s, training their guns and rifles at the understandably scared people. The majority of the civilians were horded in the middle of the building, huddled together in fear for their lives.

In front of the group was a family of four.

The mother was a skinny yellow woman. She wore a green dress with red shoes and red pearls. But her most notable feature was her large, blue hair that shot straight upwards.

Marge Simpson held her baby girl close to her chest, gasping when the armed A.I.M. Agent took a step closer, practically shoving her with the barrel of the rifle.

The baby in Marge's arms was also yellow skinned with blonde, spikey, starfish hair. She wore a blue onesie with a blue bow in her hair. She also was currently sucking on a pacifier like it was a drug.

When the agent took another step forward, a little boy with spikey hair, wearing a red shirt with blue shorts and shoes stood in front of his mother to protect her from harm.

"Hey! Back off, man!" Bart Simpson demanded, not wanting any harm to come to his mother.

But his sister, who was beyond terrified, quickly rushed over and grasped his shoulders in worry. She had starfish hair, much like her baby sister, wore white pearls and a red dress with red shoes.

"Bart! What're you doing?!" Lisa Simpson asked fearfully, her entire form shaking due to the fear she was currently experiencing.

Bart turned his head to his little sister and slapper her hands off of his shoulders, frustrated that nobody was doing anything while these creeps were terrorizing their hometown. "We can't just do nothing, Lis!" The young boy berated his sister. "These guys can't just come into our town and start blowing the place up! We've gotta do something!"

Marge, hearing her children argue, bent down and pleaded with them to be quiet. "Please, please, please, please stop arguing!" She begged, making the both of them look down in shame for arguing in such a desperate time. "Just sit quietly and maybe they'll let us all go."

"Hey!" The A.I.M. Agent shouted as he aimed the rifle to Marge's head. "Move back! Now!"

The Simpsons complied as they all backed up with their friends and neighbors.

Among them was the friendliest neighbor anyone could ever ask for. He had brown hair with a brown moustache to go along with it. He wore glasses for his sight, he had a green sweater over his shirt, with grey jeans over his legs.

Ned Flanders was muttering a silent prayer, but it wasn't for him. No. It was for his friends and neighbors. He was praying that everyone got out of this alive, even if he didn't. That's just the kind of man he is.

Behind him was the incompetent chief of police. He wore a standard police uniform, he was large in figure, and had blue hair.

People were wondering why Chief Clancy Wiggum wasn't aiming his gun back at the armed forces. There were two distinct reasons. The first was he was severely outgunned. He wouldn't stand a chance in hell. And the second reason was the fact that he threw it at a swan that had stolen his donut.

A round of applause for the chief of police.

But there was one man who was separated from the other civilians.

The Mayor.

He was rather large in his body weight. He had brown hair, spoke with a stutter, wore a purple suit with a purple tie, had a sash over his chest that had the word mayor written on it.

Joe Quimby shook in terror as an A.I.M. M.E.C.H.A. stomped towards him, with a troop of Soulless Ones standing right behind him. "Err ahh, what do you guys want?" He stuttered out as the war suit wearing agent loomed over his shivering form.

"Just shut up and sit there!" The A.I.M. M.E.C.H.A. ordered, with little complaint from the mayor of Springfield. He turned around to see the Soulless Commander suddenly teleport on stage with the Keystone in its possession. He shook his head and turned to his fellow agents. "Listen up! Our orders are clear! We're to keep the civilians in check while M.O.D.O.K. and the Scientist Supreme find whatever it is they're looking for! If any of these people make a run for it, shoot them on sight! Are we clear?!"

"YES SIR!"

They kept their guns trained on the citizens of Springfield, when all of a sudden the lights went out.

And then a scream followed.

A few minutes earlier

Iron Man flew above the city of Springfield, keeping his eye out for the Soulless Commander that took the Keystone. Tony Stark didn't like losing, that's why he rarely did so. He wasn't going to start now, not when there was so much on the line.

"Y'know, I always wanted to know what it was like to fly... But not like this."

Looking down slightly, Tony was reminded that he was currently holding Twilight Sparkle by her forelegs so that she could fly with him. She wasn't as fast as the others, so there needed to be a way for her to keep up with them all. Sonic was faster than the speed of sound, Mario could leap buildings in a single bound, Tony could fly, and Batman... Was Batman.

The Dark Knight had no super powers whatsoever, he was just a guy in a costume. He would somehow end up beating them all there, and that agitated the billionaire to no end.

How did he do it?

He smiled under his face plate, "I could always give you to Sonic and let you vomit everywhere. Wait, can you even vomit?"

Twilight looked confused for a moment, "Yes? Why wouldn't I?"

"Well it's just that horses can't vomit back home."

"You also said that equines weren't sentient back in your world."

"Touché."

They were coming up on the Town Hall. Boy it wasn't a sight to behold. Cars were flipped over, the statue of Jebediah Springfield was missing it's arm and head.

Although it wouldn't be the first time the head of the statue had gone missing.

Looking down, Tony and Twilight saw that Batman and Sonic were already there, standing on the rooftop of the Town Hall. They both flew downward as Mario leapt onto the roof to meet them. Placing Twilight down on her hooves, the Armored Avenger quickly scanned the building for the Keystone, and sure enough, it was in there.

"The Keystone is definitely in there." He informed the group.

Sonic rubbed his index finger under his nose, "Then what're we waiting for? Let's get in there and get that Keystone back."

As the hedgehog was talking, Batman knelt down on one knee and activated his Detective Vision to peer inside the building. It appeared that he was correct in making that move as he saw that several armed gunmen were holding the civilians of Springfield hostage.

Deactivating his Detective Vision, Bruce turned to Twilight and the others and relayed the information he had just gathered. "There are hostages inside, a swarm of armed gunmen from every direction. We won't be getting the Keystone unless we take out those gunmen and free those hostages."

"So what's our game plan?" Mario asked.

Batman simply turned around and walked away from the group. "I'll deal with the guards. When I give you the signal, you all jump in and free those hostages."

Twilight asked, "What's the signal?"

"You'll know." Was all he said before walking away from the group.

Present time

A scream followed the sudden darkness, putting all of the A.I.M. Agents on high alert. They activated the flashlights on their rifles and looked around, the captured citizens of Springfield doing the same. "Switch to Night Vision!" the A.I.M. M.E.C.H.A. ordered. Once the agents did just that, they looked to the center of the room.

Only to find Batman standing right there.

"Oh crap!" One of the agents shouted before Batman dashed right towards him.

Batman grabbed the back of his head and slammed it to the ground, knocking him out before throwing five Batarangs at five A.I.M. Agents, the projectiles exploding on impact. He was already on the move before the agents hit the ground, dodging the flying bullets as he hurdled over one agent and kicked the face of another, before turning around and throwing the agent he hurdled over to the ground.

Throwing down his Smoke Pellet, he was completely concealed as he used his Grappling Hook to zip up to a vantage point, letting the agents fire at nothing but smoke. As they were distracted, Batman glided over the top of them and glide kicked the A.I.M. M.E.C.H.A. to the ground.

Taking this opportunity, he took out his Sonic Batarang from a pouch in his Utility Belt and threw it to the middle of the assembled A.I.M. Agents. The result was the agents holding their ears as the Sonic Batarang let out a sound that messed with their communication systems, resulting in the agents dropping their guns and holding the sides of their heads in pain.

"NOW!!!" Batman shouted. There was the signal.

As the lights turned back on, Iron Man and Sonic burst into the Town hall with Mario and Twilight coming in after them. Having their sight returned to them, the Simpsons and the other citizens of Springfield looked on in shock. Not only was Batman standing there, but Iron Man was flying around the room, firing Repulsor Rays at the various A.I.M. Agents.

A certain Comic Book Guy let out a squeal before fainting to the floor.

Twilight and Mario began leading people out of the building, wanting them to get out so that they were no longer in danger. While they were doing that, Batman, Sonic, and Iron Man were dealing with the forces of A.I.M.. The blue hedgehog curled into a ball and bounced off of the A.I.M. Agents and Soulless Ones, knocking them all to the ground with his various Homing Attacks.

Iron Man flew close to the ground, dozing down all enemy forces that stood in his path. Of course the A.I.M. Agents were bombarding him with plasma blasts from their rifles, but with his evasive maneuvers he was able to evade the projectiles and shoulder charge them to the ground before landing and launching multiple tiny missiles from his shoulders.

The Soulless Ones charging at the Armored Avenger were quickly dealt with by Tony's missiles.

He turned around and saw the Soulless Commander flying right towards him. Thinking quick on his feet, Iron Man held up his arms and activated his Holo-Shield, blocking the slash from the commander. Activating his thrusters, he boosted backwards to gain some distance from his opponent before raising his hands and firing two Repulsor Blasts.

The Soulless Commander boosted forward, dodging the projectiles as Batman glided over it, making his way back to the stage to take on the A.I.M. M.E.C.H.A.. The mechanized agent fired his guns, hoping to kill the Dark Knight, but it was to no avail as he quickly took out his Grappling Hook and fired it at the agent.

The hook attached to the agent's body, tugging him slightly as Batman used his gadget to pull himself down and kick the agent in the face, cracking his visor greatly. The A.I.M. M.E.C.H.A. fell to the ground in an unconscious state as Batman landed on the stage next to him. He turned towards the door to see that Twilight and Mario had gotten everyone to safety.

Now they could join the fight too.

Sonic untucked and sped towards Iron Man, who was struggling to deal with the Soulless Commander. He curled into a ball and boosted forward, striking the commander in the back, causing it to stagger a bit. When it recovered and looked around, it saw that it was surrounded from all sides. With all of the hostages secured and A.I.M. no longer a threat at this time, all the focus was on the Soulless Commander.

Tony aimed his hands at it, his palms humming, ready to fire. "Alright, nowhere to run."

"Just give up the Keystone." Twilight pleaded, not wanting to inflict anymore violence. "Please, there's been enough destruction. You don't have to do this!"

"Hate to break it to ya, Twi. But it's a robot, it doesn't have emotions." Sonic said as a matter of factly before crouching down, ready to fight. "It only follows what its creator wants it to."

Mario cracked his knuckles, "So let's break-a this thing apart and get that Keystone."

But before anyone could react, the Soulless Commander shot up into the air, crashing through the roof to make its escape.

Twilight pointed to the new hole in the ceiling, "It's getting away!" She cried out, not wanting the Keystone to be lost forever.

Batman took out his Grappling Hook and fired at the ceiling as he shouted, "After it!" With that, he zipped up through the ceiling as Iron Man grabbed Twilight and flew after him. Mario jumped through the hole in the ceiling while Sonic parkoured up the falling rubble and jumped to the roof to join the others in pursuit of the Soulless Commander.

The Soulless Commander was leaping from rooftop to rooftop, not bothered by any distractions on the way to its destination. Ignoring all the 'awes' and 'Oohs' from the civilians below, the commander continued on its course. To its destination.

Springfield Nuclear Power Plant.

Turning its head, the commander saw that Twilight Sparkle and her allies were right on its tail. No matter, it would complete its objective without delay.

Meanwhile on the streets in front of the statue of Jebediah Springfield, Bart looked up to the sky to see Iron Man and the other heroes pursuing the Soulless Commander. This had to be the coolest thing he had ever seen. He didn't know how it was possible, but he didn't care.

All he could mutter was, "Cool."

The Soulless Commander was relentless in getting to the Power Plant, and Twilight could tell that what Sonic had said earlier was indeed fact. This automaton was only going to follow its prime directive, and it wouldn't let anyone get in its way. That's why it had to be stopped, so that it couldn't use the Keystone for nefarious purposes.

Her attention was then caught by Sonic, who shouted, "Hey! It looks like it's slowing down!"

"Woah, listen to this." Iron Man started before saying, "The amount of radiation I'm picking up from this Nuclear Plant is insane! Seriously, how is this place still running?"

Looking down, Twilight Sparkle saw that the Soulless Commander nose dived down towards the Nuclear Plant, specifically Sector-7G. The android pushed its blade like arms over its head and begun spinning around in a drill like motion until it tore through the roof of the plant.

"It went in there!" Twilight informed the others.

Nodding, Iron Man nose dived down with the others following behind closely, ready to take back the Keystone and stop A.I.M. from doing whatever it was that they were doing here in Springfield.

Tony landed in the plant with a heavy thud, gently placing Twilight on the metal floor as Batman glided in and landed next to them. Looking upwards, the Armored Avenger saw both Mario and Sonic jump into the Nuclear Power Plant to join them.

Once they had regrouped, Twilight looked around, seeing the destruction A.I.M. was causing this entire facility. Several workers wearing hazmat suits were running in fear while being pursued by the A.I.M. Agents relentlessly. She was worried, what if someone got hurt? Well, people were going to get hurt if they didn't do something.

She looked up to Tony and inquired, "What do you suppose these... People as you call them, would want with this place?"

Shrugging, Iron Man replied casually, "It's a Nuclear Power Plant, they could do all sorts of things with the amount of nuclear waste or, in fact, with the nuclear reactor itself."

"What kind of things?" Twilight once again inquired, unaware of the dangers nuclear power could do in the wrong hands.

"Dangerous things." Tony replied sternly, taking this very seriously. "Which is why we need to stop A.I.M. and get that Keystone back as quickly as possible."

"Is J.A.R.V.I.S. picking up any signs of the Keystone at all?" Sonic asked.

"Yeah, at the other end of the plant."

Batman stood to the front of the group, standing in front of a metal bridge leading to a sliding door with a nuclear symbol painted onto it. "Then that's where we are going. Come on!" He said, leading the group to the other side of the bridge, ready to get the Keystone back for good.

Meanwhile

M.O.D.O.K. was less than pleased. In fact, he was agitated. He had sent troops upon troops of his elite A.I.M. Agents to try and subdue that buffoon, Homer Simpson, but it appeared that he was a more formidable foe than he originally hypothesized.

It seemed that he was not very good at his job as Safety Inspector, as the more he tried to help, the more damage he caused. In fact, he accidentally sent a squadron of A.I.M. Agents plundering to their demise in a vat of radioactive waste... Because he pressed the wrong button.

But that was the least of his problems, as he was just informed by the Scientist Supreme that Tony Stark of all people had been spotted fighting his forces in Springfield. What was he even doing here? It didn't compute! He never once thought of a scenario like this, and he thought of everything, even down to Homer Simpson's buffoonery. But this was something he never accounted for.

M.O.D.O.K.'s attention was brought back to Mr. Burns, who asked his assistant as he pointed to the screens, "Smithers, who is that young 'go-getter?'"

Looking at the screen, Smithers saw that his boss was referring to Homer, who he forgot about on a regular basis. "Uh sir, that's Homer Simpson, the Safety Inspector in Sector-7G."

The Mental Organism Designed Only for Killing frowned as he hovered toward Mr. Burns' desk. "You don't even know the name of the buffoon hindering my plans?" Burns shrugged nonchalantly, causing M.O.D.O.K. to shout in annoyance and slam his fist onto the arm of his chair. "Not only are my plans being halted due to the incompetence of that mindless moron, but I have also learnt that Tony Stark of all people is running amok in this incessant dimension!" He turned his attention to Burns and said, "And to top it all off, you don't even know who you are hiring?! Did he even meet any of the qualifications required for a job of this magnitude?! Of course not, but you hired him anyway! It does not compute! It is madness, I tell you! It is absolutely crazy!!!"

And just like that, the doors leading into Burns' office were kicked open, enticing everyone to turn around to see who was there.

"And what's wrong with that?"

There, standing at the door was a clown with a white face, green hair, wearing a purple suit over a yellow vest and green shirt. He wore white gloves with black shoes, he had a flower on the left of his jacket collar. But his most defining feature was his smile. That terrible, horrific smile.

"It's done wonders for me." The Joker said as he walked into the office with two of his goons in toe. They wore clown masks to show their allegiance to the Clown Prince of Crime.

"And who is this?!" Mr. Burns demanded to know as Joker waltzed into the room with a smile on his face.

M.O.D.O.K. smirked, "That's my asset." He then hovered over to Joker and asked, "Were you successful in the retrieval of the Power Unit?"

"Hehehehe. You betcha, Bobblehead!" Joker replied enthusiastically before snapping his fingers, signaling for his goons to bring in the Power Unit. Turning to face the door, everyone saw a dozen or so A.I.M. Agents and Joker Goons hefting in the mysterious object. It was cylinder in shape, with pointed edges at the end of each side. It was engraved in runes, but they were dim, not glowing at all. In the middle of the Unit, was a slot of sorts that only a Keystone could fit into.

M.O.D.O.K. chuckled with anticipation as the Power Unit was set down onto the carpet. Turning to his accomplice, he congratulated the Harlequin of Hate for his efforts. "Well done, Joker. Now we are one step closer to moving on to the second phase of the plan. All that is needed is the Foundation Element and a Keystone to activate the Power Unit." Suddenly, the Soulless Commander teleported into the room with the Keystone in its grasp. The big headed villain turned to the automaton and smiled, "Ah, a Soulless Commander. With a Keystone no less, what an excellent development. Now there is nothing that can halt our progress any longer!"

"I hate to break it to you," Joker interrupted gleefully before reaching into his back pocket to pull something out to show M.O.D.O.K.. "But we may have a small problem. Or should I say," he then pulled out a Batarang from his back pocket, holding it up for M.O.D.O.K. to see, "a bat problem."

A.I.M.'s leader snarled before hovering past Joker. "We have no time for such things!" He was about to leave the office through the door, but not before turning around to face Joker. "Stay here and activate the Power Unit once I have the Foundation Element in my possession. Once I have it, then you get to have your fun."

"And where are you going?" Joker asked.

"It's like the old saying. 'If you want something done right, you have to do it yourself'." And with that, M.O.D.O.K. hovered out of the office, leaving Joker and Scientist Supreme to prepare the Power Unit for the second phase of the plan.

Joker looked to Burns and Smithers before turning and asking Monica, "What about them? Ooh, can I kill them, and carve smiles into their corpses?"

Monica looked disgusted before motioning her A.I.M. Agents to take Mr. Burns and Mr. Smithers out of the office. Although they struggled, they were removed from the office with no problem.

Joker frowned, "You're no fun."

The metal doors blasted open with an explosion, allowing Iron Man to lead Twilight and the others into the heart of Sector-7G. Inside the room was a metal bridge that lead from one end of the room to the other, with a pool of radioactive waste right below them. Away from the bridge, on the other side of the room was Homer's office, where he would normally sleep on the job instead of working.

Twilight panted, she was tired, she really needed to start running with Applejack and Rainbow Dash to keep herself fit. Another thing to add once this whole ordeal was dealt with. "Are we close to the Keystone?" She asked Iron Man, who landed right beside her.

Looking around the room for a moment, Tony eventually looked up, confirming his suspicions. "It's above us."

"Then what are we waiting for?" Mario asked. "Let's get up there and grab that Keystone!"

"I'm afraid that your plan will not be realized!"

Out of nowhere, a red beam shot down towards the bridge, with an intent of killing them all. Luckily, Twilight protected them with a shield spell in the nick of time. Once the beam ceased firing, she lowered the shield and looked upwards to see M.O.D.O.K. hovering downwards from the ceiling.

"I don't know how you came to be here, Anthony Stark, but let me assure you that you won't be leaving here alive!" M.O.D.O.K. threatened as he hovered at level with the heroes.

"M.O.D.O.K.!" Iron Man stated, aiming his Repulsor Rays at his enemy.

Twilight recoiled in disgust and horror. "Ew! What is that thing?"

Sonic, who was just as equally disturbed by the sight of A.I.M.'s leader, tried explaining it to Twilight. "Well you see that's!... Uh, well the thing is.... That's... Uh... Y'know what, I'm just gonna say it how it is. That is a very large head."

"Mama mia..." Mario muttered to himself.

M.O.D.O.K. slammed the arm of his chair in anger. "Fools! Do you have any idea to whom you speak?! I am the Mental Organism Designed Only for Killing! The leader of A.I.M.! And your intellectual superior!"

"He also thinks he's smarter than he actually is." Tony added, making M.O.D.O.K. growl in frustration. "How'd you even get here, M.O.D.O.K.? Hell, why would be the better question."

M.O.D.O.K. scoffed, "I don't have to relay that information to you, cretin! I have something to collect, and I cannot have you standing in my way!"

Suddenly, a girlish scream was heard by all until the wall suddenly exploded, revealing the Soulless Commander with Homer Simpson wrapped under its arm. The yellow man screamed as the robot carried him to a smiling M.O.D.O.K..

"I'm not normally a praying man, but if you're up there, please save me Superman!" Homer begged loudly. Although nobody saw it, Batman rolled his eyes underneath his cowl. Homer looked up and saw M.O.D.O.K. smiling down at him. "Oh my gosh, space aliens! Don't eat me! I have a wife and kids. Eat them!"

A.I.M.'s leader rolled his eyes and waved his hand, telling the Soulless Commander to take him away and grab the element. The robot nodded and leapt into the air, crashing into Homer's office through the window with Homer in its grasp.

"Now that that's been dealt with, what was the other thing?" M.O.D.O.K. turned to face the heroes with a sinister smile on his face. "Oh yes, your complete destruction!" He announced as two laser cannons and two arms with buzz saws attached to the end of them emerged from the back of his Doomsday Chair.

M.O.D.O.K. laughed before launching his buzz saw arms forward towards the bridge. Sonic and Mario flipped over the arms as Iron Man took off into the air, firing a Unibeam at the large headed villain. M.O.D.O.K., anticipating this, pressed a button on the arm of his chair and activated an energy shield, blocking the attack.

He then fired a beam of his own from his forehead, phasing through the shield and hitting Iron Man in the chest, sending him flying straight into a wall, indenting it with his body. M.O.D.O.K. laughed before turning slightly to see Batman running along the smaller bridge leading to Homer's office. Smiling, M.O.D.O.K. aimed one of his laser cannons at the Dark Knight and fired as he laughed.

Batman quickly came to a stop and grappled himself into the air to avoid the devastating blast. He let go of his Grappling Hook and hurled a dozen Batarangs at M.O.D.O.K.'s shield, but they had no effect on his energy shield, turning to dust on impact. The Mental Organism Designed Only for Killing pressed another button, sending him and his chair boosting towards Batman, charging right into him.

As Batman fell back onto the bridge, Twilight teleported herself next to Batman's fallen form and fired a magic blast from her horn in hopes of damaging M.O.D.O.K. somehow. But before she could, he brought down a buzz saw to strike her from above. Thinking quickly, Twilight lit up her horn and teleported both her and Batman back onto the main bridge.

Sonic boosted forward as Mario jumped into the air, dodging the laser blasts and the buzz saws as they flew through the air. M.O.D.O.K. anticipated this and released a burst of energy from his Doomsday Chair, which sent both Mario and Sonic back, but also deactivated his shield temporarily.

Iron Man, who boosted himself out of the dent in the wall, pointed to the now vulnerable M.O.D.O.K.. "There! His shield is down!"

"Take him!" Sonic shouted as he and Iron Man boosted to M.O.D.O.K..

The villain laughed humorously at their pitiful attempts to stop him. "Fools! You think you can stop me! I am the Mental Organism Designed Only for-."

"Oh, M.O.D.O.K.! It's an acronym." Sonic vocalized in realization before he curled into a ball to strike M.O.D.O.K..

Iron Man fired two Repulsor Blasts as Sonic hit M.O.D.O.K. with multiple Homing Attacks. The villain grunted in pain from the attacks, hopelessly firing blasts from his laser cannons and forehead. Twilight fired a magical blast from her horn, which struck M.O.D.O.K. right in the face, stunning him as Mario leapt into the air and stomped on his head, spinning the villain around in circles.

Batman grappled over to him and kicked him square in the nose, sending M.O.D.O.K. flying backwards. Shaking his head, he pressed a button that reactivated his shield.

"You fools actually believe that you can best me?! HAH! My sheer intellect is more than enough to deal with canon fodder such as yourselves!" M.O.D.O.K. declared boastfully as two more arms emerged from behind his Doomsday Chair. These arms had claws at the end of them in contrast to the laser cannons and buzz saws.

Twilight stomped her hoof onto the metal floor she stood upon. "You may fight back, but we won't stop fighting! We'll overcome anything you throw at us by working together!" M.O.D.O.K. quirked an eyebrow during Twilight's speech, curious as to where she was going with this. "With the Magic of Friendship there isn't a thing we can't do!"

M.O.D.O.K. then proceeded to laugh in her face.

He was in hysterics, he had tears falling from his eyes. That had to be the funniest thing he had ever heard. "Insignificant horse! There is no such thing as magic, only science! Allow me to show you the Power of Science!!!"

He then fired a beam from his forehead, giving the heroes a reason to scatter apart. Twilight stayed in the middle and matched his beam with her own, allowing the others to flank the villain. Mario and Batman took the left bridge, Sonic and Iron Man took the right.

One of M.O.D.O.K.'s arms tried grabbing Mario while another tried slicing Batman in two with a buzz saw. Mario jumped over the claw while Batman slid under the buzz saw. The laser cannon was about to fire but Batman threw three pellets at the barrel of the cannon. When they exploded, the cannon was blocked by some sort of clay like material, preventing it from being used.

Meanwhile on the other bridge, Tony flew alongside the bridge while Sonic ran on it.

Iron Man fired multiple missiles at M.O.D.O.K.'s shield, but they did no damage whatsoever. As he flew over towards the villain, dodging the buzz saw and claw like arms, Sonic curled into a ball and launched himself forward, bouncing off of the wall at the end of the bridge. As he ricocheted off of the walls in the room, Sonic dodged the various laser blasts aimed right at him.

He then bounced off of the walls once more before directing his attacks at M.O.D.O.K.'s shield, bouncing off of it in multiple directions, annoying the A.I.M. leader. Having had enough of these annoyances, M.O.D.O.K. released another burst from his Doomsday Chair, sending all of the heroes flying back into the walls. Twilight stopped firing her beam of magic and fell to the floor, panting heavily as that took a massive drain on her magic.

Mario got to his feet and shouted, "Now's our chance! His shield's down!" He jumped into the air, dodging the various arms of M.O.D.O.K.'s chair, and struck his enemy in the side of the face.

Stunned, M.O.D.O.K. couldn't anticipate the attacks that were headed his away. After he was hit by Mario, he was then slammed in the side by Sonic's Homing Attack. After that, Batman hurled three explosive Batarangs at his face, sending him spinning around in circles.

"I do not understand! I am a superior form of life! I am M.O.D.O.K.!!!" He bellowed as both Iron Man and Twilight charged up their respective beams.

"Hey Twi? You see that giant floating head there?" Iron Man asked, although he although he already knew the answer. When Twilight nodded with a sly smirk on her face, the Invincible Iron Man said, "Blast it."

Iron Man fired a Unibeam Blast.

Twilight Sparkle fired a magic blast.

Both blasts combined into a mega violet blast that hit M.O.D.O.K. in his giant face. The blast sent the villain crashing into the other side of the room, the jet engine under his Doomsday Chair sputtering for a moment before turning off completely, sending the villain crashing down onto the floor.

The heroes glared down at the defeated villain as he pressed multiple buttons to try and get his chair back online. Eventually, he did just that. Hovering into the air, M.O.D.O.K. turned around to see the Soulless Commander kick Homer away, which in turn sent the Plutonium Rod spinning into the air.

M.O.D.O.K. grinned as he sent one of his arms forward to grab the Plutonium Rod. Once it was in his possession, he brought it back so he could hold onto it with his actual hand. He turned around and laughed at Iron Man and the others. "You believe that you have won? Fools! I have what I came for, now you shall all meet your doom!" He pressed a button on the arm of his chair and said, "It's showtime!"

The Soulless Commander leapt out of the office and landed next to M.O.D.O.K..

"You may have won the battle, Stark! But you won't win the war!" M.O.D.O.K.'s forehead gem then turned blue before it fired a blast at the feet of the heroes. Before any of them knew it, a blue dome formed around them, trapping them inside of it.

Without warning, they all suddenly disappeared.

M.O.D.O.K. laughed as a portal opened behind him and the Soulless Commander. With the Foundation Element in their possession, they had no reason to remain in Springfield. So with a villainous cackle, M.O.D.O.K. left this dimension for good with the robot stepping through right behind him.

It was so weird. One moment they were in Sector-7G, the next they appeared in Mr. Burns' office. M.O.D.O.K. must've teleported them there, but for what, they all didn't know.

Sonic frowned and folded his arms over his chest, "Y'know, for someone who got their butt handed to them, that guy seemed awfully happy."

"I agree. Something isn't right." Batman concurred.

Twilight was about to say something, but turned her attention to Mr. Burns' desk... Where the Power Unit was displayed. Upon further observation, it looked to be as the same technology they found on Vorton. But what was it doing here?

"Hey guys? What's that?" She asked as she pointed to the Power Unit.

But as everyone turned to face the Power Unit, a voice suddenly made himself known. "Roll up, roll up and witness the hysterically hilarious, the riotously ridiculous, the marvelously mirthful..." Then out of nowhere, The Joker reveals himself to be sitting in Mr. Burns' chair as he spun around to greet his adversaries. "Me!"

Batman's eyes widened in shock and horror. He was here! Why was Joker here? This situation just went from bad to worse!

Joker laughed menacingly, "Well, if it isn't my old pal Batsy! Hehahahahaha!!!"

"Joker..." Batman growled menacingly.

Joker laughed again, sending a chill down Sonic, Mario, and Twilight's spines. "Ding-ding-ding! One point to the Dork Knight! Haha! But, can you tell me what this is?" He asked as he stood up and motioned to the Power Unit. Twilight was about to take a guess but Joker cut her off. "Too late! My experts say it's a Power Unit. Ancient tech that you can't even get off of the black market! Let me tell you, it's the good stuff! Haha!"

He then took out the Keystone from his jacket pocket, shocking all of the heroes. He then walked to the front of the Unit, but not before addressing Sonic for some reason.

"So blue boy, let's see if it's got enough juice to wake up an old friend of yours!" He then laughed as he inserted the Keystone into the Power Unit. Once it was inserted, it began to hum as the runes glowed yellow and the Power Unit came to life. He turned around and smiled, "Ooh, I think it does."

"Joker, what are you doing?!" Batman asked as he took a step forward.

Without warning, Joker hurdled over the desk and jumped out of the window, enticing Twilight to let out a scream of terror. But that terror soon turned into shock as something hovered to the window. Something somewhat familiar to a certain blue hedgehog.

It had an egg shaped cockpit and body, with spikes on the top of it. It had two giant arms attached to it for maximum damage. Except this time, it had been... Jokerized. The spikes colored green, the color scheme green and purple instead of red and black, it had a flower in the middle of the mech, and the visor protecting the cockpit glowed a menacing red.

The Jokerized Big Arms smashed its left arm through the window, breaking apart the wall, and grabbed the Power Unit to make itself more powerful. Then without warning, Joker brought the mech's arm back before backhanding the roof off of the building, leaving it completely exposed.

Sonic's eyes shot wide open while everyone else got ready for another fight.

"So how about it kids? Ready for the next round?"

Things just went from worse to catastrophic.

Author's Note

Jokerized Big Arms - Belongs to me

13. Galaxy Toys (Part 1)

Unknown Earth

Vorton

Twilight leapt through the Gateway; landing next to Iron Man with a smile on her face. She turned to the main console as the portal closed, sealing them in the unknown dimension known as Vorton. To everyone's surprise, another slot revealed itself on the console, sliding open next to the Shift Keystone.

The Keystone that was currently being held in Twilight's magic was suddenly engulfed in a blue aura. It was then pulled out of her grip and placed in the slot by the A.I. known to our heroes as the Gateway Keeper. Once it was inserted into the slot, an image of the Keystone was projected onto the screen.

"There it is! The Phase Keystone. Now we're talking." The Gateway Keeper said happily, harnessing the power of the Phase Keystone to further stabilize the Gateway.

"That's one down." Sonic stated with a smirk on his face.

"Now we just have to figure out our next move." Tony added.

Deciding to inform the group of how long it would take to locate the next Keystone, the Gateway Keeper said, "Just to let you all know, it's going to take some time before I'm able to find the next Keystone. Maybe you should take this time to relax and gather you bearings?"

"A sound idea." Batman concurred before turning to face the group, "We should take this time to prepare for the next dimension we'll be visiting. We have no idea what will be in store for us after all."

Tony clapped his hands as his faceplate slid upwards, "Alright, I'm gonna make some modifications to my armor while I have the chance." He informed the group before turning to face the monitor on the wall, "Keeps, let us know when you've found that Keystone."

"You'll be the first one I tell."

And with that, everyone went their separate ways. Sonic dashed off to stretch his legs, Mario walked away to train with Batman, and Tony walked over to the monitor to see if he could upgrade his scanner or any other aspects of his armor.

Twilight was about to trot off, but was stopped by the Gateway Keeper. "Hey Twilight, you got a sec?"

Confused, the unicorn turned her body towards the Gateway Keeper and raised a curious eyebrow. "Y-Yes?"

"I noticed how you have been struggling to keep up with the others when it comes to throwing hands. Or hooves in your case. So I got you something to help with that."

Then out of nowhere, an old, dusty book with a unicorn engraving on the front of it materialized in thin air. It fell to the floor before being picked up by Twilight's magic. Her eyes widened as she flipped through various pages to get an idea on what the book entailed.

She looked up to the monitor with excitement in her eyes, "T-This is!"

"A book of combat spells along with various others created by Starswirl the Bearded? Yes! Yes it is!" The Gateway Keeper confirmed her suspicions happily. "I figured that you could use it to help you out in the field. And just an FYI, you wouldn't find this anywhere in Equestria. There are some things he kept specifically to himself."

Twilight looked up with tears brimming her eyes; this act of kindness was better than anything than she could've hoped for.

"T-Thank you, Gateway Keeper..." She thanked the A.I. with a genuine smile on her face.

"You're welcome. Now what are you waiting for? Go and do what you do best."

"I will!" She replied as she galloped away in an excited manner, she couldn't wait to read this book. And it was written by Starswirl no less. She wouldn't waste this chance that the Gateway Keeper has given her.

She couldn't afford to,

Foundation Prime

Exiled's Fortress

Fingers pressed against keys.

The atmosphere was calm and collective.

He had an audience with the one he loves.

It was time to give her a show.

"This one is for my one and only true love
Princess Peach

Peach, you're so cool
And with my star, we're gonna rule
Peach, understand
I'm gonna love you 'til the very end

Peaches, Peaches, Peaches, Peaches, Peaches
Peaches, Peaches, Peaches, Peaches, Peaches
I love you, oh
Peaches, Peaches, Peaches, Peaches, Peaches
Peaches, Peaches, Peaches, Peaches, Peaches
I love you, Ooh

Mario, Luigi, and a Donkey Kong too
A thousand troops of Koopas couldn't keep me from you
Princess Peach, at the end of the line
I'll make you mine, Ooh

Peaches, Peaches, Peaches, Peaches, Peaches
Peaches, Peaches, Peaches, Peaches, Peaches
I love you, Ooohhhh

Peaches! Peaches! PEACH!!! PEACH!!!..."

Bowser panted heavily after singing that final note, having poured his heart and soul into that performance. When the sound of sniffling was heard, the Koopa King turned his head to see both Discord and Joker shedding a few tears, albeit they were as fake as the eye could see.

"(Sniffle)... That was beautiful..." Discord complimented between fake sniffs before blowing his nose with the white tuff of his tail.

Joker continued his charade of tears before breaking out into full on laughter, unable to hold in his sense of enjoyment. "I-I'm so-o-orry!!! Hahahahahaha!!! T-That was gold!!!" The Clown Prince of Crime said between wheezes of laughter.

His laughter only grew louder when he heard the sound of snoring. Specifically coming from a certain princess. Bowser turned to see that Peach had fallen asleep, or so it would seem. Bowser let out a roar before grabbing the piano and throwing it away from him.

When the piano crashed on the other side of the throne room, the princess of the Mushroom Kingdom woke up. She looked around, noticing the destroyed piano and the less than happy Bowser glaring at her. She smirked and asked, "Is it over yet?"

Bowser snarled before stomping over to Peach's dome. "I can't believe you!!! I pour my heart out to you and you fall ASLEEP?!!!!"

"Well what did you expect, darling?"

Bowser's head snapped around to face the Equestrian dome, or more specifically, Rarity. The unicorn mare stuck her nose upwards as she explained herself, "Well it is self explanatory as to why she would pay no mind to a brutish, uncouth, ruffian such as yourself."

The Koopa snarled as fire erupted from the sides of his mouth. His mood wasn't made any better by the laughter of both Discord and Joker. In frustration, Bowser let out a roar that shook the room before stomping out of the throne room, presumably to throw a tantrum elsewhere.

Meanwhile

Exiled marched into the laboratory within his fortress with his hands folded behind his back. It had been a few hours since both Joker and M.O.D.O.K. returned with the Foundation Element. Since then he had told both Eggman and M.O.D.O.K. to create a device capable of locking onto the unique signatures that each Foundation Element emits. That way they wouldn't have to scour every possible dimension in search of each Element.

The laboratory was filled with ancient computers and weapons that were beyond mortal comprehension. But what concerned the ancient being was what was presented in the middle of the lab. There laid a device of sorts with four miniature computer screens on its sides along with a satellite dish on top of the device.

Exiled took note of how both geniuses were adding final editions to the beacon, wanting it to be perfect. That pleased him. There could be no mistakes. Not when he was so close to completing his goal. To ending his exile once and for all.

"This technology is remarkable!" M.O.D.O.K. complimented to the approaching ancient. "It has been essential towards completing the device you've requested."

Exiled tilted his head as Eggman made the final adjustment with his screwdriver. "I am correct in assuming that the device is ready?" He asked the two geniuses with folded arms and expectancy.

"Heh heh!" Eggman chuckled, wiping sweat from his brow, "You would be correct in that assumption, Exiled. With the device completed we will know where every Foundation Element is located, and what dimension they reside in." The evil genius turned to the device and hovered his hand over one of the consoles, ready to activate it. "With the press of a button, the Foundation Elements are as good as ours!"

Exiled marched closer to the device and eyed it for a moment before turning to face Robotnik. "Then let us delay no further. Activate the device, doctor."

Eggman grinned and pressed his finger onto the console, activating the machine. As it came to life, all of the screens on the device lit up as it began searching for the remaining Foundation Elements in the Multiverse. As the satellite dish spun around in a circular motion, both Eggman and M.O.D.O.K. let out laughs of villainy while Exiled simply stared at the device curiously.

"One step closer." He thought to himself. "One step closer."

Unknown Earth

Vorton

"Alright, the next Keystone has been located!" Relayed the Gateway Keeper. One by one, each of the heroes made their way towards the Gateway, which had already been activated. It had been a few hours since they had returned from Springfield, and they made the most of that time.

Batman and Mario had been training, sparring against one another to see who could come out on top. It had been safe to say that Batman had won every single time.

Why?

He's Batman.

Though he had to admit, the plumber did put up a good fight for a man of his size. The amount of strength he had within him was impressive.

Tony had been making adjustments to his armor, using some of the ancient's technology to upgrade it so that it wouldn't short out every time they made a jump to a new reality.

Sonic had spent most of the time running around to keep himself occupied. There was nothing else for him to do anyhow, so what better way to keep himself occupied than running?

Twilight had studied Starswirl the Bearded's spell book thoroughly. Making note of every spell that could come in handy if the situation called for it. She wouldn't be a liability, not when her friends' lives are on the line. Not when the fate of the entire Multiverse was at stake.

Her attention was drawn to Tony, who clapped his hands together and asked, "Alright, Keeps, what can ya tell us about this place?"

"From what I could tell, this dimension is... unique." The A.I. responded.

"How so?" Twilight asked.

"Welllll... How can I put this? The dimension itself is an anomaly of sorts." Gateway Keeper revealed, much to the confusion of the others. He elaborated, "It's not meant to be there. It's not meant to exist. It's an exact duplicate of the original universe it spawned from."

Sonic looked to the others, "Is anyone else confused?"

"Okay, let me put it this way. Something foreign to the original world it was made from appeared in said original world. The amount of energy it built up exploded outwards, sucking various parts of the universe and dragging it to an empty space in the Multiverse. There it created it's own reality, with it's own set of rules. It looks like the original dimension, but it's different in so many ways. We have no idea what could be waiting for you there, since it's not meant to exist."

Batman nodded knowingly, "And we can assume that this foreign object was the Keystone."

"Not just any Keystone. The most powerful of them all, the Creation Keystone." Gateway Keeper added, revealing the name of this specific Keystone.

"Judging by the name, this Keystone can create anything, right?" Mario asked for clarification.

"Yep. If that Keystone falls into the wrong hands, it could be catastrophic."

Twilight looked determined, "Then we won't let that happen!"

"Keep in mind that once the Creation Keystone leaves this new reality, everything should go back to normal. It may take time, but anyone and anything that was dragged into this new world should be placed back into their original reality a few hours after the Keystone is removed from the anomaly."

Sonic rubbed his index finger under his nose, "Heh, no sweat. We'll grab that Keystone, set everything back to the way it was and be back here in no time." He then turned towards the Gateway with a cocky grin plastered on his face.

Tony smirked at the hedgehog's cockiness as his faceplate slid over his face, the mask's blue eyes lighting up as he turned to face the Gateway.

Twilight turned to the Gateway as she used her magic to place the spell book down on the counter next to the main console. She looked to Batman, who nodded to her as Mario stood to her right. She smiled at the dark hero before facing the portal before her and the others.

And with no hesitation, they all jumped through the Gateway.

Earth 1995

Andy's Room

"Hey! I was watching that!"

The complaint came as a cowboy accidentally stepped on the 'Off' button on the television remote. But he was no ordinary cowboy, in fact, neither was the being that raised the complaint in the first place. They were currently standing on a bed inside of a child's bedroom. The walls were wrapped in a sky blue wallpaper with clouds on them. The floor was wooden, and was filled to the brim with toys.

As a matter of fact, the little boy who lived in this bedroom wasn't the one who shouted. It was in fact.. The toys.

The toys were alive.

Whenever their owner was away, the toys would come to life and keep themselves occupied until he came home to play with them. That was their day to day life and they were content with it.

The cowboy was the boy's favorite. He was made out of plastic and had brown hair and brown eyes. He wore a brown hat and a red scarf around his neck to go with his yellow flannel shirt. He wore a vest with a cow's pattern over his shirt with a sheriff's badge on the left side of his chest. On his brown belt was a gun holster, not that he ever had one to begin with, and a golden belt buckle. He wore blue pants and brown boots with spurs on the heel of his shoes.

Woody, who was currently carrying an alphabet block in his hands, turned his head back slightly to the source of the complaint, who just so happened to be his friend. He was a dinosaur, specifically a Tyrannosaurus Rex, and was green in color with a pale underbelly that stretched all the way to his tail..

Rex looked at Woody in surprise before the cowboy replied with, "Ah, sorry. But this is no time for television, Rex." With that, Woody walked away from Rex and the other toy who was watching the television.

Standing next to Rex was a piggy bank named Hamm.

Hamm turned his head to Rex and started talking about the program that was pre-emptively shut off. "Gotta say, that Gigas is pretty impressive." The piggy bank said to the toy dinosaur.

"Really?" Rex replies.

But as they were talking, Woody looked down to the floor from atop the bed and saw multiple portals open up on the floor. There, a small squadron of Soulless Ones entered the room, except to fit in this dimension, they were the size of the other toys.

Woody's eyes widened in shock before dropping the block and dashing towards both Rex and Hamm.

"I like Nightwatch most." Rex replies to Hamm before he yelped in shock due to Woody tackling the both of them down. The three of them spiraled across the bed before coming to a stop at the pillows on the bed.

As Woody adjusted his hat back into position, Hamm turned to the cowboy and rightfully asked, "Woody? What gives?"

But before he could respond, a fourth toy jumped down onto the bed and crawled over to them, joining the group. This toy was a brawny electronic spaceman action figure. He had fair skin, blue eyes, an outline of a swirl on his chin, a purple head cap and collar, and a clear plastic space helmet with purple buttons on both sides that open or close it. His suit had a green, white and purple color scheme with multiple buttons on his chest.

Buzz Lightyear leaned over towards Woody's direction and asked, "Are they back?"

To which Woody responded by shushing all three of them.

They all then peered over the side of the bed and saw the group of Soulless Ones scouting out the place for any signs of the Foundation Element. This was its last known location according to the device back on Foundation Prime.

As the Soulless Ones continued to look around for anything of value, Woody said to his friends, "All right, guys. Today we teach those intruders who's boss. Is everybody in position?"

Rex, being the nervous wreck that he is, suddenly stoop upright and began to panic. "Wait. Hold on! I don't think I'm emotionally prepared!"

"Would you calm down?" Hamm asked exasperatedly before reassuring the nervous toy, "Don't worry. I got ya covered."

Woody then gazed over to a shelf across the room where a pair of Green Army Men stood on the edge of a bucket.

They gave a salute to a trio of Little Green Men who waved in Woody's direction.

Woody returned the salute to the Green Army Men before turning and nodding to Buzz.

"It's go time."

But unbeknownst to them, just directly underneath the bed, another portal swirled open as Twilight Sparkle and the other heroes leapt right out of it. Once the portal closed was when everyone took note of how short they were, how even a simple wooden desk towered over them like a building in New York City.

"What in the world?" Mario asked, his voice laced with wonder.

"Okay. This is trippy." Iron Man commented as he and everyone else took a look at themselves. They looked the same, except they appeared to be made out of plastic.

Sonic then finally realized something. Their size, the way they all looked, them literally appearing in what appeared to be a little child's bedroom. He then asked the question on everyone's minds. "Hang on a second. Are we toys?!"

Twilight tapped her hoof on her chin, thinking about what the blue hedgehog had asked. It was a valid reason as to their current forms. "It's just like in Springfield! Different worlds, different rules. We've become toys to fit in with the rest of this dimension!"

Batman nodded in agreement before getting back onto the task at hand, "Let's not waste anymore time. We have to find the Creation Keystone and fix this anomaly."

They all nodded, he was right, they had to focus on the mission. Get the Keystone, find their friends, and stop whoever is behind all of this madness. But before they could do that, they had to greet the welcoming committee. Sonic's ears perked up as he heard the sound of metallic footsteps a few meters away. He turned and whistled impressively at the sight of the squadron of Soulless Ones, which caught everyone's attention.

"Looks like we got company." Sonic observed as he interlocked his fingers and cracked them.

Twilight gazed upon them with realization, "Those are the same androids that were in Springfield!"

"This can't be a coincidence." Batman uttered. "They were there in Springfield for a reason. We saw what happened when they gave the Phase Keystone to Joker. We can't let them get a hold of the Creation Keystone."

"If A.I.M. and Joker were in cahoots with these things, who knows who else they've recruited for whatever it is they're planning. We need answers, and our best bet is one of those androids." Iron Man surmised.

Twilight nodded in affirmation, it was time to put Starswirl's Combat Spells to use.

Back on top of the bed, Woody and the others were about to get the jump on the Soulless Ones currently patrolling their home. It was time to take it back from their clutches.

Woody looked at his friends and said, "Okay. We go on three. One, two..."

But just as they were about to attack, Buzz looked down and saw a blue blur dash out from underneath the bed. But what's more is that he saw Iron Man fly out behind the blur with Batman, Mario, and Twilight Sparkle charging right behind him.

Buzz shot open his wings and stopped the group from jumping down, "WAIT!!!" He shouted as Rex nearly stumbled right off of the edge of the bed.

Woody looked absolutely confused and angry, "What are you doing?!" But when Buzz directed Woody's gaze to the group of heroes, his face went from angry to confused. "Who are those guys?"

The toys watched on in awe as Sonic destroyed a Soulless One with a Spin Dash, red mist erupting behind the blue hedgehog as he landed in a crouched position.

"Take them!" Iron Man instructed as he tackled one mid flight and flew it into the air. He then spun it around in a circle before hurling it down to the ground, where Twilight caught it in her magical grasp and threw it into a duo of incoming androids.

As they fell to the floor, Batman dodged left and right at the Soulless One's slashes. He ducked under another attack before landing an uppercut on the android, making it go airborne before landing harshly on the wooden floor. The Dark Knight turned around and threw four explosive Batarangs at four androids, blowing them up as they dashed forward with an intent to kill.

Batman then grappled away as Mario dashed underneath him and punched a hole through an incoming Soulless One. The plumber removed his fist from the android's visor and then proceeded to deliver a spin kick to its torso, sending it spiraling through the air before exploding in a blaze of glory.

Mario then dashed forward and leapt into the air before stomping on the head of another android, crushing its head and destroying it. He bounced off of it and kicked another android in the face, sending it right into Sonic's path, tearing right through it as he dashed all around the bedroom.

Sonic slid on his backside as he ran, taking out the legs of a Soulless One before getting right back onto his feet and curling into a ball, taking out a trio of androids like they were bowling pins. He then uncurled as they exploded behind him, striking a pose before boosting downward and crushing another Soulless One under his feet.

He then looked over to see Twilight levitate four androids into the air before slamming them down onto the ground, destroying them all. She then teleported out of the way of an incoming android, avoiding the slash aimed right at her head. She reappeared with a smug smile on her face before firing a freezing spell, holding it in place so Sonic could dash over and wreck it.

And that's exactly what he did.

Once the Soulless One was toast, he gave the unicorn a thumbs up, to which she blushed at the praise.

Flying above them, Iron Man fired missile after missile, completely destroying the enemy forces around him. He then gazed forward and saw Batman glide kick an airborne Soulless One down towards him. Smiling under his mask, Tony halted his flight pattern and proceeded to destroy the robot with a Repulsor Blast. He then grabbed Batman's hand and spun him around in circles before releasing the dark creature of the night.

Batman dove downwards before rearing back a fist and punching the head of an unsuspecting Soulless One, completely destroying it. He stood upright through the red mist and walked out like a complete and utter badass. Batman sent one glare to the last remaining androids and they quickly backed away.

Right into Twilight's magical blasts, which pierced right through their chests.

As the battle came to an end, the toys atop the bed couldn't help but stare slack jawed at their heroic display. Such power. Such precision. They were flying for Pete's sake! Just who were these guys? Where did they come from? It was time for some answers.

The battle concluded, and Iron Man landed behind the now offline Soulless Ones. He made his way forward to try and recover their bodies, but stopped when they suddenly disappeared into red mist. Tony slumped forward, "Well, there goes our only lead." He said tiredly as the rest of the group converged around him.

"We don't have time to dwell on it now." Batman stated with urgency.

"He's right, we have to find the Creation Keystone and move on to the next dimension." Twilight reminded all of them of their current goal.

"Are they new?"

Turning around at the sudden interruption, the five heroes saw Woody, Buzz, Hamm, and Rex all walking towards them. The cowboy had a curious look on his face as he and the others approached the newcomers. But it was quickly overcome with shock as Rex shoved right past him and the other toys with a thrilled expression on his face.

"Wait! Ah-- Ah-- You look familiar!" Rex yelled as he came to a stop in front of Batman, examining his confused form.

The Dark Knight arched an eyebrow at the T-Rex quizzically, but not before looking at the other toys present. They looked harmless, but it was also strange to see figurines moving and talking like actual people. Then again he had only recently come into contact with a blue talking hedgehog and a pastel colored unicorn, so nothing surprised him anymore.

Rex ran on the spot as he tried to think of who Batman reminded him of. "I know this. You're, uh, you're, uhhh..." But for the life of him, the toy dinosaur couldn't think of the character's name.

Luckily, Hamm approached the Caped Crusader and helped Rex out as the name came to him instantaneously. "Nightwatch!" The piggy bank exclaimed, enticing Rex to yelp in happiness.

Batman stared down at the piggy bank in confusion, "Who?" But his attention quickly fell to his chest, where he spotted a red dot aimed right at his bat symbol. Looking up, Batman saw Buzz aiming his right arm at him, moving around him slowly.

"Stay back! For all we know, the intruders sent them." Buzz warned cautiously.

But before anyone could say anything to defuse the situation, Batman quickly removed a Batarang and hurled it at the Space Ranger's arm. With his aim disrupted, Buzz didn't have time to even see Batman dash towards. The Dark Knight grabbed him by his left arm and threw him over his shoulder, Buzz letting out a grunt of pain as his back collided with the wooden floor.

Rex yelped and took a step back just as Woody rushed forward to help his friend. But he stopped when Iron Man aimed both of his hands at him, his palms hueing with power. "Make a move, see how that works out for ya." The Armored Avenger challenged the cowboy, daring him to make a move.

Sonic crouched down in a running start.

Mario adjusted his hat, ready for action.

Nobody made a move. The standoff continued until both Twilight and Rex wailed for all of them to stop.

"WAIT!!!"

"STOP!!!"

Both parties turned to the unicorn and dinosaur, both with worried and shocked expressions on their features. Twilight turned to Iron Man, "Tony, stand down." She ordered before turning to Batman, "Batman, let him go."

"Alright, I think we all need to chill out!" Sonic suggested as he stood upright once more.

"I'll chill out when they tell their guy to lay off our guy." Tony replied, not taking his eyes off of Woody.

Woody, taking the hint, turned his eyes to Buzz, who was currently being held down by Batman's foot. "Buzz, do you promise not to aim your laser at them again?"

Lightyear, despite not liking this at all, decided to give his friend a firm nod, showing that he would not show any signs of aggression again. Woody, liking that answer, turned back to Iron Man and nodded to the armored hero.

Tony decided to trust their word and depowered his Repulsor Rays.

Batman removed his foot from Buzz's chest, allowing the Space Ranger to stand back up on his own two feet. Now that that was settled, both Rex and Twilight let out sighs of relief as the former turned to Batman, who folded his arms and continued to eye the toys who threatened his group.

"Nightwatch..." Rex whispered in awe at the sight of the Dark Knight.

Woody approached Rex with caution, due to these newcomers. "Slow down there, Rex. We don't know them."

"But we can trust them!" Rex exclaimed as he turned to face Woody. Ignoring Buzz's scoff, the dinosaur continued, "They're the number-one-selling heroes in the country!"

"Yeah, Andy's mom must've bought 'em for him." Hamm piped up as Buzz stayed his distance, slowly walking around the group in a circle.

"Hamm's right. Did you see how easily they took care of the intruders? I bet they're here to figure out why all our friends have gone missing, and why Buzz's laser started actually laser-ing..." Buzz stared at his laser light on his right arm at that, "and all the weird stuff that's been going on."

Twilight, Sonic, Mario, Iron Man, and Batman all looked at each other knowingly. This must be due to the Creation Keystone and this anomaly dimension.

Their attention was brought back to Rex as he finished by saying, "I mean, that's what heroes do, right?"

"Let's not jump to conclusions." Buzz warned, still eyeing Batman sternly, the Dark Knight returning the glare in kind. The Space Ranger then turned to Woody, who was stroking his chin in thought. He leaned in, covering the side of his mouth, and whispered, "Gotta be smart, Woody."

The Sheriff nodded and casually walked towards the group of newcomers, specifically Iron Man and Twilight, who were standing in front of the group, which surprised the heck out of Buzz. "So, you're...Andy's new toys?"

Twilight chuckled nervously and kicked the floor with her hoof, "Y-You could say that."

Woody then looked around the room before turning to face the group once more, "You sure did a number on those intruders." He complimented.

"Those were...!" Mario started before stopping. It was then that he and the others realized that they all had no clue what those robots were, or what they were even called.

Sonic, luckily, came in to the rescue, "Let's just call them 'Bad Guys'. We've fought them before."

"I knew it!" Rex exclaimed happily, to which Hamm and Twilight chuckled at his childish antics.

Woody pondered for a moment before suddenly saying, "Okay!" Which caught Buzz off guard at how easily Woody was willing to trust these strangers, who not a mere moment ago, threatened them all with violence. The cowboy walked up to Stark saying, "In that case, you're all right by me. My name's Woody. Put 'er there." He offered the billionaire his hand in friendship, to which the armored hero responded by shaking his hand.

"Now hold on." Buzz tried interjecting but was ignored.

His faceplate slid up, revealing his mustached face. "Tony Stark, but I also go by Iron Man."

Woody smiled at the hero before turning his attention to the others.

"I'm Twilight Sparkle." The unicorn greeted kindly with a bow of her head.

Sonic snapped his fingers as he pointed towards Woody with his index finger, "The name's Sonic! Sonic the hedgehog!"

Mario twirled his cap around his index finger as he introduced himself, "It's-a-me! Mario!"

Batman, clearly not too fond of these individuals due to their hostile nature earlier, remained silent before declaring, "I'm Batman."

"Nightwatch!" Rex exclaimed right in the Dark Knight's ear.

He leaned back before reiterating, "Batman!"

Buzz walked over and stood by Woody's side, placing his hand on his chest and saying, "And I'm...Buzz Lightyear." He introduced sternly, still weary about these newcomers.

"Call me Hamm. It's a real honor."

Rex then got a little too close for Batman as he exclaimed, "And I'm Rex! I'm your biggest fan. In fact, I've been playing your game for months now. And I've already gotten you all the way up to LV 47. But that Bahamut boss is really tough. Slinky and I can't figure out how to beat him"

"I'd rather fight Ra's Al Ghul and his League of Assassins than endure another minute of this." Batman thought to himself as Rex continued to ramble on and on.

"Oh, I wish Slinky and the others were here. They'd be so happy to meet you!" Rex finished as the Army Men hopped over towards the group.

"All troops at attention, sir!" The Sarge reported to the cowboy, giving him and the heroes a salute.

Suddenly, the Little Green Men rolled over to them riding a skateboard before slowing down and hopping off of the board.

"Strangers!" One said in awe.

"From the outside!" Another added.

"Welcome!" The third one finished.

"Excuse me." Buzz suddenly piped up, approaching the group with a curious look on his face. They all turned to him as he stopped in front of Twilight. "You said that you've battled those intruders before. Tell us where and why."

Twilight looked flustered before Batman came to her defense, "I don't see how that's any of your business."

But before Buzz could retort, Woody placed a hand on his shoulder, wanting to defuse the tension between him and the Dark Knight. "Take it easy, Buzz. What matters is that they got those intruders out of our way--for at least a little while. No need to interrogate 'em."

Rex nodded in agreement, "Yeah, Buzz!"

"Woody's right!" Hamm agreed.

Buzz, seeing how he was outnumbered on the subject, sighed and relented, "Noted. But still..."

"Hey." Sonic started, getting the toys' attention focused on him. "Have those "intruders"--those... let's call them androids--been a problem around here?" The hedgehog asked the Sheriff.

Woody shook his head, "No, they just showed up a little while ago."

"In fact..." Buzz began to ponder as he stroked his chin, "those "androids" materialized...right after our friends up and vanished."

The five heroes all looked at one another, knowing why that was. It seems that when the Creation Keystone fell into their original reality, it sucked them all into this duplicate reality, leaving them and their friends separated. Woody, Rex, Buzz, and Hamm being the ones stuck in this alternate world while their friends remained in their original world.

Woody gazed up to the window above Andy's desk in sadness. "It wasn't always this lonely. One day we woke up, and we were the only toys left here." He then walked over and sat on top of a wooden block, lifting up his leg and staring at the underside of his boot, where the name 'ANDY' was written in faded ink. "Nobody's heard from Mom, Molly, or Andy... We keep waiting for Andy to come home."

Twilight's ears fell flat on her skull, as someone who is a soul believer in the Magic of Friendship, it hurt to see someone who had been apart from their friend for so long. It was a lot like her situation at the moment. She slowly approached Woody and asked, "You really care about him."

The toy nodded in affirmation, "Yeah... He's the best friend that toys like us could ever hope to have." He said sadly before standing up and rejoining the group. He then placed a hand on Buzz's shoulder and smiled sadly at his friends.

Twilight, feeling sad for their current predicament, decided to try and help. "All right. We'd better start looking!"

"Huh?!" Woody exclaimed confusedly.

"What?!" Batman and the others also exclaimed in confusion.

Sonic walked over and leaned into her ear, whispering, "Uh, Twi? We have a mission, y'know, saving the multiverse, remember that?"

Twilight looked at the hedgehog, daring him to challenge her, "You saying you're willing to leave someone in need?"

Sonic shook his head, holding up his hands defensively, "Now I'm not saying that!"

"But we do have a job to do, Twilight." Mario reminded the unicorn.

"I know, but what if they've seen something? Or-or they could help us find the Keystone?" She pondered to the group. To be fair, those were very real possibilities. "Besides, who better to help us navigate this world than them?" She asked as she pointed a hoof to Woody and the others.

They all looked at one another, letting Twilight's point sink in, before turning back to her and nodding. "Alright, Twilight." Batman started before adding, "But they'd better not slow us down."

Twilight beamed at the Dark Knight as she nodded, grateful that they were willing to give her idea a try. "Thank you. I promise you won't regret this." She then turned back to Woody and asked, "Have you gotten any clues we can go on--any other strange things that happened?"

"Well..." Woody began to answer before adding, "There is one thing."

"One big thing." Hamm added.

"Huge, miss!" The Sarge added.

"What thing?!" Rex asked, feeling completely out of the loop.

Buzz walked up to Twilight and Iron Man, explaining, "After everyone went MIA, the intruders didn't come alone. They arrived with a guy wearing a green robot suit, and a monster dressed in black, with a rather long tongue. As a matter of fact, they're the only other toys we've seen, outside of you five."

Tony looked down in thought, his hands placed firmly on his hips. "I might have an idea on who the monster dressed in black could be... But I'm completely lost on the guy in the robot suit."

"I might know." Batman suddenly informed the group. "And if that's the case..." He drifted off.

"Then it's a safe bet to say that these guys are working with Joker and A.I.M.." Tony finished what Batman was inferring.

"And Eggman too." Sonic added.

Woody looked at the group curiously before asking, "You know who they are?"

Tony looked to Woody and responded, "We might have an idea. And they're bad news."

Buzz raised a suspicious eyebrow, "Seems like you have a lot of enemies."

"In our line of work, it's a given." The Iron Man replied instantly.

Sonic then looked at Twilight with worry on his face, "I don't know about this, Twi." He placed a hand on his hip and suggested, "Maybe we should handle this on our own."

Hearing the hedgehog, Woody shook his head and said, "I'm sorry. But we're not gonna leave this to you."

"Huh?"

The cowboy approached the group with determination in his plastic eyes. "If those guys had something to do with our friends vanishing, then they're our problem too. We've got to work together." He declared as he extended his hand out to Iron Man once more, although a little hesitant, he reciprocated the handshake all the same.

"All right." Tony agreed as the handshake concluded, "The more the merrier, right?"

Twilight smiled at the sight before her. New bonds being forged. New friendships being ignited. She then looked to Woody and asked, "So then, where can we find these guys?"

The Sheriff looked down to the Sarge and asked, "Sarge, any word from the recon team?"

"The latest reports place them in town, sir. At Galaxy Toys!" The Sarge replied as he pointed to the Galaxy Toys poster on the bedroom door.

Woody, filled with newfound determination, then declared, "Then Galaxy Toys is where we're going. Tony, Twilight, and everyone else. Follow me." He ushered them as he and the other toys looked out the window, seeing the sunlight shine through the open window. "It's out the window and down the roof."

Woody moved to show them, but was stopped by Buzz, who placed a hand on his shoulder. "Not so fast, cowboy." When said cowboy turned to face him, Buzz walked in front to face him directly, "You seem pretty gung ho about going, but shouldn't we stay here and wait for Andy?"

Woody looked down to his feet and folded his arms, " Well... You've got a point, but...we've tried waiting." He then gestured to Twilight and the others with his hands, "Look, if we go with Twilight and her friends, we might find a clue." He then extended his hand out to Buzz, "Are you with me, Buzz?"

To no-one's surprise, Buzz smiled and took his hand instantly, "Of course." He then dropped his hand, still eyeing Batman suspiciously before turning to face the window. Ready to finally get some answers as to the weird happenings that have been occurring in their lives. He looked to see Tony's faceplate slide back over his face, his eyes lighting up. He looked determined, ready to get started, ready to find his friends. "Okay, let's move out!"

Author's Note

I just wanna give a quick shoutout to sonicfan05 for helping me with what the Foundation Element should be for this portion of the story. I won't reveal what it is just yet, but without his help, I would've been stuck trying to figure out what it could be. So thanks again man, appreciate it!

14. Galaxy Toys (Part 2)

Earth 1995

Galaxy Toys

"We're here!"

Those were the excited exclamations from Rex the dinosaur as he sprinted into the galactic themed toy store. And those screams were warranted, as even the other heroes looked on in awe at the sheer size of this place. Hamm darted into Galaxy Toys alongside Rex while Twilight, Woody, and both of their groups walked in at a slow pace, just taking in what was around them.

Inside the main lobby of the toy store were large displays of Gigas figurines, which were scattered on different shelves along with game boxes of all kinds. In the center of the first floor was an oversized gumball machine which was labeled 'Space Capsule' with metal tracks leading in spirals to the upper floors.

Twilight's eyes twinkled in awe of this new perspective of the world. Her mouth was agape as she rushed forward to get a closer look at the Gigas figurines.

Tony folded his arms, looking around the main floor of the toy store. He had to admit, it was pretty cool to see something so ordinary as a toy store from the perspective of a toy.

Sonic placed one hand on his hip and let out an impressed whistle.

Mario smiled as he stood alongside Sonic, Woody, and Buzz, clearly impressed with what he saw.

Batman simply walked past the group, wanting to continue on with the mission.

Buzz eyed the Caped Crusader carefully; still not trusting him from his earlier display of hostility. He was going to keep an eye on him as much as he could. He still found this whole situation very strange, in fact, it wasn't just Batman that the Space Ranger didn't trust. He was still on the fence with these newcomers. He didn't know what their true intentions were, and that made him worried for the safety of himself and his friends.

His attention was brought to Twilight as she approached the shelf displaying a red Gigas figurine. It had broad shoulders, with yellow spikes and a blaster on its right arm. It had some sort of yellow symbol on its faceplate, with yellow antennas sticking upwards on the sides of its head.

Twilight turned her head to the left as she saw Woody walk up beside her. She then asked, "Hey, why doesn't that toy move?"

The cowboy tiled his hat upwards and replied, "I guess it hasn't figured it out."

The unicorn tilted her head in confusion, not understanding the answer. "Figured what out?"

"Well, isn't this a surprise."

Everyone stopped whatever it was that they were doing at the sound of that deep voice. Twilight and Woody looked up above the space capsule and saw a man wearing a green and purple mech suit fly down from up above and land on top of the giant capsule. Inside the green mech suit was a bald headed man with a particular hate for a certain Kryptonian.

Batman took a step back in surprise at the sight of the familiar foe. "Luthor?!" He exclaimed as everyone else followed Twilight and Woody's gaze towards the top of the space capsule, seeing the villainous Lex Luthor standing above them.

Lex folded his arms over his chest and chuckled deeply, "Well, well, well. Out of all the things I expected to see in this dimension, the last thing I expected was to be seeing you here, Batman." He then gestured down towards him with his left arm and asked, "What are you doing here? You're a long ways away from Gotham."

The Dark Knight took a step forward, hand hovering over a pouch on his Utility Belt, "I should be asking you that, Luthor."

Buzz turned to Batman and quirked an eyebrow at the familiar exchange between the two of them. He knew that these strangers weren't telling them something. His attention was brought back to Lex as he once again chuckled.

"I'm here on business, here to collect something valuable." The super villain responded to the hero. "And I don't have time to deal with you right now, so if you'll excuse me." He then reached behind him and pulled out a green and purple colored disc with a holographic image of the letter 'L' in the center of it. "I have somewhere to be. In the meantime, I'll give you something to distract yourselves with."

He then threw the disc downwards to the back of the red Gigas figure. Once the disc impacted the figurine's back, it crackled with purple electricity, which soon spread all across the toy's body. Then, out of nowhere, the Gigas figure came to life, spinning around its right hand and turning to jump down in front of Woody and Twilight.

As it landed with a thud, both Woody and Twilight began slowly backing away from the imposing figurine. "Oh no! He can move!" Woody corrected himself as he raised his hat to see the figurine better.

Hamm walks up beside Woody and says, "Way cool!" But the piggy bank quickly gave a startled shriek as the Gigas spun its arm backwards into a fist and attempted to punch him.

"Look out!" Twilight exclaimed before lighting up her horn and holding the punch back with her magic while Woody tackled Hamm out of the way.

The other toys looked on in shock while Batman continued to glare up at Luthor. "What have you done, Luthor?!" He demanded to know, gritting his teeth at the smile on Lex's face.

"Oh, I just gave the lifeless figurine a little... Pulse!" Lex bellowed as the jets under his mechanical boots ignited, levitating him into the air. "Now, I'd love to stay and chat, but I have an Element to find in this cheap imitation of a universe. It's somewhere in this toy store and I doubt that my associate will be able to find it on his own. So if you'll excuse me, I'll leave your deaths in the toy's claws." With that, Lex took off into the air and flew away, off to continue his mission.

Batman gritted his teeth before turning and seeing Hamm, the Little Green Men, the Sarge and his army men, and Rex running to hide behind a potted plant. The situation escalated as the Gigas broke free of Twilight's magical hold and back handed her away. Lucking, Iron Man flew over and caught her in mid air before she could hit the floor.

Buzz raised his left arm and aimed his laser at the Gigas figure, asking Woody, "Woody! What is going on? Is this toy a friend...or foe?"

The Gigas aimed its blaster at Woody and advanced on him.

"I think we've got our answer." Woody responded.

Then, to everyone's surprise, the Gigas began firing actual laser blasts from its blaster, causing everyone to scatter in opposite directions to avoid being hit. Iron Man flew away before landing back down onto the ground on one knee with his right fist on the ground. He stood back up and aimed his Repulsor Rays at the rogue figurine.

"We need to take it down now!" Tony called out as he began opening fire on the Gigas, the Repulsor Blasts actually causing it to step back each time it was hit.

Sonic chuckled whole heartedly as he took off at high speeds, "Let's get the show on the road!" He curled into a ball and rolled towards the imposing figure, moving left and right to avoid the laser blasts headed right toward him. He then struck the Gigas' legs, causing it to stumble.

That allowed Mario to dash forward and leap into the air, dashing forward and shoulder charging the Gigas in the chest. The figurine slid back and hit the shelf, knocking down the other boxes displayed on it. It recovered and aimed its blaster, opening fire on the plumber. He ran in front of the blasts, just narrowly avoiding the projectiles.

While it was distracted, Twilight lit up her horn and lifted up multiple boxes before hurling them all at the Gigas, blocking its field of vision. As the boxes fell on top of it, Batman grappled up into the air and threw three explosive pellets at its back, the resulting explosion knocking it to the floor.

As it tried getting back up, a panel on Iron Man's back opened up and a little mine popped out and flew directly towards the fallen Gigas. "STARK MINE!" Tony shouted as the mine exploded in the toys face.

No longer wanting to stay on the side lines, Buzz Lightyear looked to his laser light before aiming it at the Gigas' knee. He then fired a laser blasts, something he wasn't capable of in his original world, and made a direct hit on the toys' knee.

Once the Gigas toy fell to one knee, Twilight teleported in front of it and lifted it up with her magic. She swayed her head to the right, sending the toy flying into a stack of shelves, which fell on top of it once it hit the floor. But it wasn't over yet, as it got back up and fired more blasts at the unicorn.

Twilight teleported to the left, then the right, and continued to do so to avoid the constant laser blasts headed her way. She then reappeared in front of it and hit it in the face, causing it to stumble once more. She then smiled as Batman suddenly appeared behind it in a puff of smoke and struck its knees, sending it to the floor.

Sonic then curled up once more and boosted forward, hitting it in the head at high speeds, sending it crashing into the wall behind the now fallen shelf. Once the Gigas fell to the floor, the disc Luthor attached to its back sprung up into the air and landed on the floor beside it.

Sonic uncurled and turned to see Batman cautiously approaching the now fallen action figure. More specifically, the disc that laid by its side. He knelt down and picked it up, activating his Detective Vision to get a look at the schematics.

As Rex and the others all moved away from their hiding spot, Batman stood up on his two feet, dropping the disc, and smashing it to pieces with his boot. He then turned around to face the others, who had regrouped with one another behind him. "It was a Mind Control Disc, or at least, some modified version of it. From what I gathered from the schematics, it can bring any of these toys to life and bend them to serve Lex, essentially making them his puppets." He informed the group, turning to face the fallen toy once more.

Buzz, upon hearing this, began slowly approaching the toy with a solemn look on his face. "He was being controlled? He wasn't just switched into battle mode by accident?"

"Buzz?" Twilight asked, clearly worried by the confused tone in the Space Ranger's voice.

He turned to the unicorn, who had a worried expression on her face and sighed, "It's nothing."

"I'm confused." Woody suddenly piped up. He turned to Iron Man and asked, "That guy in the robot suit--did he say that he had something to find in this 'pale imitation of a universe? What's that mean?"

Tony sighed, looking down and away from the other toys. It was time to come clean about all of this. "Okay, here's the truth. We're not actually toys." Woody and the others looked confused at that. But when Twilight began to elaborate, they all turned to face the unicorn.

"The truth is that we all come from alternate realities, each hailing from a different world in the Multiverse." She elaborated. "We came together because something called the Creation Keystone entered your world and created an identical version of it."

"But they each have their own differences. Like how Space Man over there can actually shoot lasers." Tony continued, pointing to a confused Buzz with his thumb. "We're here to get that Keystone back, and set this reality right. Once we do, this world will fade away and you'll be back in your original reality."

All of the toys looked shocked by this revelation. Alternate worlds? Keystones? It sounded ludicrous, but some of the strange happenings did add up to that being a real possibility. But the only one who wasn't convinced--

Was Buzz.

He waved them off, dismissing their claims for simple delusions. "You can't be serious. Oh! That's right, you're all from a video game. Well, maybe in your game, that's how things work...but here in reality, you can't 'split worlds' or travel to 'different realities.'" He then walks past Twilight, who was lost for words, and waved her off, "This is ridiculous." Turning to Woody, he said, "Woody, let's go."

But to his surprise, Woody was actually considering the possibility that they were telling the truth. "I admit, it does sound just a little far-fetched. But...say we HAVE been taken to some kind of alternate world. That would explain why your laser's real. And is it really that crazy? Worse than 'evil emperors' and 'protecting the galaxy'? Any of that ring a bell?"

At the mention of what occurred when they first met, Buzz cleared his throat, "Point taken." But that didn't mean he was willing to back down either. "But that just means these strangers are part of the delusion. And I say it's time we parted ways and went home."

Twilight looked crestfallen at that. She had thought that she had made friends with Buzz. Guess she was wrong.

Sonic looked away, rolling his eyes at the statement.

Mario looked down, a little hurt by that.

Tony folded his arms, he was used to people not liking him so this was nothing new.

Batman just didn't care.

"I agree." The Dark Knight piped up, surprising Buzz and the others, Twilight especially. "We've wasted enough time here when we should be looking for the Creation Keystone. If they wish to part ways, then that's their business. What matters is that we find that Keystone and stop whatever it is Luthor is planning."

Buzz frowned at the Dark Knight.

Batman frowned back.

Twilight turned to Buzz and tried to get him to see reason. "Look, I get that it seems weird, but we know something's wrong with this place. We should stick together."

Woody then spoke up once more, agreeing with Twilight that they should stick together. "Twilight's right. They helped with the intruders, so they might help find our friends." When Buzz began walking away towards the fallen Gigas, Woody spoke louder to try and get through to Buzz. "They have been there for us so far. You can't deny that. Come on. Every toy deserves a fair shake. Am I right?"

It was then that Buzz turned around and pointed towards the Gigas, "Tell it to that toy over there."

Woody inwardly gasped, still feeling down about the Gigas. It didn't mean to attack them, it couldn't help it. He looked down at the floor, but was then drawn up to the shelf behind him by the Sarge, who had climbed up there with the rest of his soldiers.

"Sheriff, sir! Rex has just been dino-napped!"

Woody and Buzz looked shocked.

"What's that?!" Woody asked, wanting to know further.

The Sarge then explained, "My men saw him get hauled up to the second floor, sir! And Hamm and the Aliens are MIA."

At hearing this, Woody turned to Buzz and motioned for him to follow, "Come on. We have got to find them!"

To his surprise, he saw Twilight running alongside him, "Please! Let us help!"

They both stopped and turned to Buzz, who still hadn't budged. Woody grumbled under his breath and ran back to his friend. "Well, Buzz? Do you really think we can save our friends on our own? We didn't get very far before. We gotta take all the help we can get."

Buzz sighed and looked away.

Batman folded his arms and looked to Twilight, "We don't have time for this. We have to find out what Luthor is planning and find that Keystone."

Twilight frowned at the Dark Knight, "But they need our help."

"We have to think about this, Twilight." Batman retorted. "What's more important? The fate of the multiverse, or finding their friends?"

Twilight stamped her hoof on the floor, "Batman, we can't just abandon them!"

"I'm not saying that we should! But we need to find out what Luthor is planning and stop him. From what I gathered from him, he's looking for something. I don't know what, but I doubt that it's something good. And he told me that he isn't alone. We have to take action."

It was then that Sonic interjected between the two, "Hey, hey, hey! How about we compromise?" They both turned to the hedgehog, wanting to hear what he has to say. "If we help Woody and Buzz find their friends, then we'll be able to cover more ground in finding the Keystone and stopping that bald guy from doing whatever he has planned. Huh? Huuh?"

Twilight looked up to Batman, who had his arms folded over his chest, "It's as good a plan as any." He conceded, to Twilight's delight.

She nodded to the Dark Knight and then smiled to the hedgehog gratefully, "Thank you, Sonic."

The hedgehog laughed and gave her a thumbs up, "Anytime."

Woody, seeing the exchange between the three of them, smiled and turned to Buzz, "See, they don't seem bad. Am I right, Buzz?"

The Space Ranger sighed, but nodded to his friend. "Okay, fine. We do need the extra help. But just so we're clear: I remain skeptical about this." He then turned to Batman and the others, "I'll work with you till we find our friends." He said to them, more specifically, Batman.

The Dark Knight frowned and glared at the Space Ranger, but said nothing.

As Buzz walked away from the group towards the Space Capsule, Woody looks over to Twilight apologetically before giving her a smile. "Thanks for the help, Twilight, Tony, Sonic, Mario, Batman." He thanked while turning to face each of them before moving onward to catch up with Buzz.

"My troops will return to the field, sir!" The Sarge informed the cowboy before he and his troop stomped off away from the edge of the shelf.

The group then walked over to the Space Capsule to join up with the others so that they could help them in finding their missing friends. Once Woody reached Buzz, the Space Ranger pressed the red button on his chest, ejecting his wings right as Woody walked into them.

"Hmm." Buzz hummed as he looked up at the upper floors, thinking about how tough it was going to be to get up there and start searching. "This ascent is gonna be rather tricky."

Woody chuckled, leaning on Buzz's wings, "Too bad we're not strapped to a rocket, huh?"

Buzz then retracted his wings, causing his friend to stumble forward slightly.

Sonic looked at the Space Capsule, trying to see if he could find a means for Woody and the others to get up there. After all, Batman could grapple up there, Tony could fly, Mario could jump with his mighty strength, and if Twilight could see where she was going, she could teleport up there. He then noticed the spiral tracks surrounding the capsule, which just so happened to lead to the other floors.

"Hey! Think we could use that?" He asked the group, pointing to the spiral tracks on the capsule.

Woody smiled and nodded, "It's perfect! C'mon, guys!"

As they all walked forward towards the Space Capsule, Tony, who had approached Buzz from behind asked, "So, are those wings just for show or can you actually fly?" The Space Ranger looked at the hero quizzically before seeing the armored hero boost upwards into the air, hovering above him. "Try to keep up, Space Man." The Iron Man then flew upwards to the upper levels, leaving Buzz in the main lobby, shaking his head before running towards the Space Capsule to grind on the spiral tracks.

Once they all had reached the second floor of the toy store, they all began walking around to see if they could find Rex and the others. During this time, Sonic looked up to Batman to see if he could get some answers on just who they were dealing with.

"So, Bats?" The hedgehog asked, getting Batman's attention. Once the Dark Knight looked down towards him, he continued, "So who exactly was that back there?"

"His name is Lex Luthor," Batman began, "He's a multibillionaire who owns one of them most technologically advanced tech companies on the planet. He puts on a front for the public, when in actuality, he's one of the most crooked people on the planet. He's sold weapons to the highest bidder, tried to kill me and my allies on numerous occasions, and I've lost count on how many times he's tried to take over the world."

Sonic nodded before looking forward, addressing the hero beside him. "Wow, sounds like a real piece of work."

Overhearing this, Mario asked, "But if that's the case, then why does he still own his tech company? Shouldn't he be in jail?"

But before Batman could answer, Tony had already found out why and answered for him. "One word, moustache. Lawyers."

"Exactly." Batman added, confirming Stark's statement.

Twilight was rather confused by that. "But why would they do that?" She asked, blissfully unaware as to how corrupt people could actually be in their dimensions. "Why would they help somepony so awful escape punishment."

It was then that all of them responded simultaneously, "Money."

Twilight was actually surprised by that. She never thought that something as small as money could lead people to do such awful things. Was it that way in Equestria and she just never saw it? If so, then how many nobles inside of Canterlot are as corrupt as that? Now thinking about it, it would actually make sense that a certain Prince would be as corrupt as that.

She was taken out of her thoughts by Woody, who called for them to join them as they had reached another store inside the massive building. "Guys! Let's check in here!" He shouted as he pointed up to the sign which read 'Action+'. They all looked to one another before walking into the store to look for Woody's missing friends.

Once the group had entered the store, most of them looked on in awe at the displays of toys around them all. They saw displays of Gigas' and a dragon like toy called 'Supreme Smasher'. They were everywhere, on every shelf, for all the little boys to play with.

It was seemingly endless.

But suddenly, out of the corner of his eye, Woody saw something tail shaped slither behind a shelf. Turning in surprise, the cowboy bolted towards the shelf, screaming, "REX!!!" Assuming that it was his friend. But to his disappointment and confusion, he wasn't there.

In fact, there was nothing.

"Where'd he go?" Woody asked, still facing where he had thought he'd seen Rex.

Turning to his friend, Buzz asked, "You sure you saw him?"

Woody turned back to Buzz and replied, "Yes, he just--"

"Shh!" They were suddenly hushed by the Batman, who looked around the store for anything amiss. "I heard something."

"Hey guys?" The voice of Sonic the hedgehog caught their attention. "What's that?"

When they turned to where he was looking, they all saw it. The toys were especially confused. On the display of boxes before them, there was a liquid of sorts. But something felt... Alien about it.

"Something feels wrong..." Buzz commented, slowly backing away from the boxes.

And he wasn't wrong, as the black liquid appeared to be moving, slithering along the boxes. Tony walked over inside of his armor and raised a hand to the liquid. He then began scanning it with his scanner built inside of his armor. when the scan was complete, a warning sign appeared on his HUD, reading the words "WARNING: KLYNTAR DETECTED"

Eyes widening in shock, Tony turned around to face the others and screamed, "IT'S A TRAP!!!"

But it was too late as the metal doors slid down at the entrance to the store, locking them all inside. The toys gasped as the lights suddenly turned off. The only thing giving them all light was the lights on Tony's suit. But all of a sudden, the lights inside flickered on and off.

As the lights flashed, everyone could only stare in horror at what was around them. Black, Symbiotic webs were all around them. On the walls, the boxes, the toys, it was everywhere. Woody and Buzz couldn't believe what they were seeing, everything was normal a mere moment ago, how did this happen?

A sudden alien shriek caused everyone to turn back to the boxes. There, they all saw a black figure swing above them off a strand of black webbing. The creature swung until it released the webbing and flipped through the air multiple times. It then stuck itself to the wall, glaring down at the group of heroes while licking its teeth with its long tongue.

The creature was black in color, with a large, white, spider symbol expanding across its chest and back. It had white eyes and white square symbols on its hands. The teeth inside of its mouth were razor sharp, its tongue longer than anyone could imagine.

It was hungry and couldn't wait any longer.

Venom laughed as he roared once more, his tongue flailing around his mouth as saliva and spittle erupted from his razor sharp maw.

Instinctively, Tony raised his arms towards Venom, his Repulsor Rays humming with energy. "Venom." The Armored Avenger spoke to himself. While he kept his sight focused on the Symbiote, everyone else slowly backed away, unsure of who this creature was.

Buzz, recovering from his stupor, asked Iron Man from behind, "Who is that monstrosity?"

But it wasn't Tony who answered his question. It was in fact, Venom.

"We. Are. Venom!" The Symbiote revealed to his enemies, showing off his razor sharp teeth with a sick grin.

"What are you doing here, Brock? Shouldn't you be in a cell at The Raft?" Iron Man asked the Symbiote, hoping to get some info out of him.

Venom chuckled as he began crawling down the side of the wall, "You're not wrong there, Iron Man. Parker locked us away, kept us separated from one another. But then we were free. Reunited at last!" He revealed, having stopped crawling down the wall. "When we were freed, all we had to do was one thing in return. And then, we'll get to feast on the Spider's corpse!"

"Oh yeah? And what might that be?"

"Uh uh uh." Venom taunted, waving his index finger from side to side. "That would ruin the surprise, now wouldn't it? We don't want to give too much away, where would the fun be in that? Once we get the Element, we'll create a world where the Klyntar are the supreme race! A world without losers like you to ruin our fun! A world without SPIDER-MAN!!!"

"Create a world? What's he talking about?" Tony asked himself inside his thoughts.

It was then that Woody took a step forward with an angry look on his face. "I don't know who you are pal, but you'd better tell us where our friends are!" He demanded, pointing upwards towards Venom.

The Symbiote wasn't threatened in the slightest. As a matter of fact, he laughed out loud at the cowboy. "And why would we be threatened by a little doll like you? You're not even worthy of giving us sustenance." He then turned his attention back to Iron Man, "Originally we were only meant to search for the Element. But now that you're all here, we're feeling a little hungry."

"I thought you were saving up your appetite for Spidey?" Iron Man asked, knowing that it would get Venom to rethink his decision about fighting them. "And as you can clearly see, we're not of the spider variety."

Venom snarled for a moment, "You're right. You're not Spider-Man." He then grinned, once again showing off his razor sharp teeth and gigantic tongue. "But today, we'll make an exception!!!" He roared as he leapt off of the wall and landed in front of the group of heroes. They all backed up and prepared themselves for a fight. Venom smiled once more as the boxes behind him were sent flying due to the swipe of a massive claw.

There, standing menacingly, was a red dragon like creature with four legs, two massive arms, and a missile backpack strapped to its back.

The Supreme Smasher figurine roared, ready to fight.

Venom folded his arms over his chest, continuing to grin at the group of heroes. Buzz shook off a worrisome look and readied his laser.

Twilight turned to him with a look of worry on her face, "Buzz, you sure?"

"If it wanted to play nice, then it should've stayed away from my friends." Buzz replied, keeping his laser focused on the Supreme Smasher.

But much to everyone's shock, the giant figurine suddenly let loose an alien like bellow as four black tendrils erupted from its back. The Symbiote then spread to its right claw, morphing it into a black and white scythe. A rather long tongue suddenly wiggled out of its maw as it once again screeched.

Venom had infected it with another Symbiote.

"You don't have to look so scared." Venom said with a hungry grin. Licking his teeth, he finished with, "We'll kill you with all our hearts!"

Venom let out another screech before he dashed forward, claws bare, right towards Iron Man. The Armored Avenger fired two Repulsor Blasts, hoping to knock the monster back. Tony got the results he had hoped for, but it only sent him back a few meters before he shot out a line of webbing and took off into the flickering darkness, hiding amongst the multiple symbiotic strands of webbing.

The Supreme Smasher let out an animalistic roar before darting forward, its back tendrils propelling it forward. Twilight teleported out of the way while everyone else scattered in a multitude of directions. The symbiotic figurine reared back its scythe and smashed the ground, creating a black shockwave that knocked everyone down.

Sonic's right hand was suddenly engulfed in a blue windy aura, channeling his inner power before he shot it forward. "SONIC WIND!!!" Suddenly, as he screamed out his attack name, a small cyclone shot forward before expanding into a full blown blue tornado.

The blue tornado surrounded the Supreme Smasher, causing it to lose vision of the other heroes. It shot its tendrils forward in hopes of stabbing someone in the chest, but it was for naught, as Mario leapt into the tornado and stomped on its head.

While it was dazed, Twilight covered Buzz in a violet aura and shot him forward. The Space Ranger ejected his wings and flew forward. He then entered the tornado and delivered a punch to the symbiotic toys jaw, causing it to stumble back into the edge of the tornado, damaging it more.

Once the blue tornado dissipated, Batman swung forward on his Grappling Hook and kicked the toy in the nose, causing it to stumble back once more. But the Dark Knight wasn't quick enough to avoid the dark tendril that grabbed his leg and swung him around. The Supreme Smasher threw the hero right into Woody, who had already been charging forward to try and take the corrupted toy down.

As the two fell to the floor, Iron Man flew down and landed next to Twilight and together, they both let loose a blast from both their horn and Arc Reactor respectively. The beams formed into one and struck the toy in the chest, sending it flying back and crashing into the display of boxes once more.

Charging their beams down, they both looked up and saw Venom leap down for a strike. While Iron Man flew to the left, Twilight teleported away as the monster landed on the ground, causing black spikes to emerge from the ground. Venom stood upright and focused his attention on Buzz, who had fired a laser directly at his back.

The Symbiote dashed forward, bearing his claws, as he took on each and every blast.

Buzz tried moving away, but was too slow for his symbiotic foe. Venom raised him into the air and then proceeded to smash him into the ground before throwing him behind him. Brock then leapt into the air, firing a rope of symbiotic webbing directly at Mario. He then pulled the plumber into the air and then laid right into him.

Slash after slash. Punch after punch. He laughed as he grabbed his face and hurled him down below. Venom then shot down two lines of web and pulled himself down, landing right on top of Mario. He let out a screech and Web Zipped himself to the display where the Supreme Smasher had landed.

As Iron Man, Batman, Twilight, Woody, and Sonic all reconvened with one another, the armored hero look up to his left and saw an alarm bell attached to the wall. He smiled under his helmet, Symbiotes were weakened by high frequency sounds.

He aimed his palm at the alarm and fired.

The bell rung.

Venom screamed.

The Symbiote grabbed the sides of his head as his suit began to react to the noise, shooting off in multiple directions due to the pain it was currently experiencing.

"He's weakened! Now's our chance!" Iron Man shouted as he fired multiple Repulsor Blasts at the damaged Klyntar.

Sonic curled up into a ball and struck Venom down with a Homing Attack as Twilight lifted up multiple chunks of the floor with her magic. She then hurled them at the fallen villain, hurting him even more. Batman grappled into the air and glided right over Venom. He then threw down multiple Explosive Batarangs, directly hitting Venom in the chest.

The Symbiote screeched once more and jumped onto the wall and began crawling towards the alarm. Once he got there, he ripped it out of the wall, silencing the sound for good. Eddie looked down at the group of assembled heroes and snarled. "That. Was. Unpleasant!"

"Oh great. Now he's mad." Sonic muttered under his breath as Buzz and Mario rejoined the group.

Venom swung through the store as the Supreme Smasher got back up on its four feet. It roared just as Venom landed next to it, snarling angrily at his enemies.

The figurine and the Symbiote both charged forward, once again causing the group of heroes to diverge in two directions. Buzz, Twilight, Sonic, and Mario all fought with the Supreme Smasher. Iron Man, Batman, and Woody went to fight Venom.

Twilight casted a shield spell, protecting herself from the figurine's scythe. It cracked against her shield, enticing her to release a shockwave of magic to send the corrupt toy backwards. She then fired a blast of magical energy at her foe, sending it further back.

The figurine roared, sending forth its four tendrils.

Mario and Sonic dashed forward, jumping and sliding under the tendrils while Buzz went around to flank the toy. Mario, once he was close enough, swept at the toys' two left legs while Sonic leapt upwards and punched the Supreme Smasher in the jaw.

As the toy stumbled, Buzz, who was behind the monster toy, fired multiple laser blasts at the symbiotic protrusions coming from the Supreme Smashers back. It let out a horrific screech as Twilight once again fired another blast of magic. This time it was a lightning spell, which would deliver a big shock to whoever was on the receiving end of the spell.

Once it struck the toys chest, it was over.

The Supreme Smasher screeched horribly, electricity surrounding its form before the Symbiote slithered down its body and retreated into the small cracks in the floor. The toy, now lifeless, fell to the floor.

Meanwhile, Tony flew around Venom, firing blast after blast at the villain. He turned around and dove right down to the monster, attempting to spear tackle the alien/human hybrid. Venom however, anticipated this, and shot forward a strand of webbing and it struck Tony's chest.

He then swung the billionaire hero around in a circle and threw him into the wall.

Once Iron Man hit the floor, Venom turned around and saw Woody charging right toward him. He smiled and dashed forward, grabbing the toy by the throat and hoisting him into the air. "Did you really think that you could sneak up on us?! You are not a challenge! Give us more worthy prey!"

But for some reason, Woody was smiling.

Before he knew it, Venom was struck in the back by Batman, who had seamlessly sprayed Explosive Gel onto his back and exploded it. The Symbiote dropped the toy and fell to one knee. Venom snarled, Woody smirked as he kicked him in the teeth, staggering the villain.

Venom shook it off and looked around him. Everyone had gathered around him, coming together to stop him.

But before the fight could resume, Twilight noticed something up above them. There, she saw a dragon-shaped glider hooked to the ceiling flying in circles piloted by a shouting Rex. It spun at full speed, knocking the hook out of the tile, and sending the glider and Rex flying right into Venom's back.

The two flew into an Air Droid display, Venom grunting in pain from the impact while Rex shrieked. After landing on the floor, Venom tried getting back up, only for Rex to land right on top of him. Shaking his head from the impact and looking down, Rex asked, "What's this?!"

His response was Venom turning his head around and screeching in his face.

Rex screamed and jumped off of Venom, running away screaming, "Oh no! What did I do?!"

Everyone ran towards the Symbiote, who leapt into the air and clung to the side of a wall. He looked down and snarled, "You haven't won here! Normally we would have no trouble sticking around and devouring you all whole. But today, we don't have the time! Enjoy what little time you losers have left! Because you'll all meet your end! Very soon!" And with that, Venom shot out another line of webbing and retreated into an open air duct, crawling inside of it and continuing his mission, which still remained a mystery to the group of heroes.

Once the fight was over, Woody wiped his brow in relief before approaching Rex with Buzz in toe. "Nice moves, Rex."

"That was great!" Sonic complimented.

Rex looked absolutely ecstatic at the praise he was being given by his fellow friends and peers. "Great? Really? Would you say I was impressive?" He asked.

Buzz smiled and nodded, "Very impressive, Rex. We couldn't look away."

Rex then jumped up in the air excitedly, "Hurray! Oh, that makes me so happy!" He then turned to Batman and Twilight and asked, "Were you watching too? Did you see what I did?"

While Twilight giggled at the goofy toy, Batman proceeded to walk right past the T-Rex, not really caring about the glare Buzz was giving him. While the Dark Knight and the Armored Avenger were discussing where the Keystone could be located, Woody walked up to Rex and tried getting his attention.

"Listen Rex."

"I was going for fearsome..."

"Would ya--"

"...but I think I might've actually achieved something close to terrifying!"

"Earth to Rex!"

Rex suddenly stopped yammering at Twilight at that. Now that he was calm, Mario approached the toy and asked, "Do you know where the others were taken?"

"What do you mean? Did something bad happen?"

Buzz sighed and turned to Woody, "Back to square one."

The cowboy slid his hand down his face, "Oh great." But his attention was suddenly drawn to the sound of clicking. Looking up, he and the others saw the Sarge climbing down the vent near the ceiling. "Sarge! Have you got a status report?"

Once the Army Man landed on the shelf, he saluted and reported, "Sir! One of my men just located Hamm forward of our position, in Babies and Toddlers." Everyone smiled at that, sans Batman, who simply nodded at the info. The Sarge continued, "The corporal was debriefing him, but something must have gone wrong. All radio contact has been lost."

Everyone then sighed at the news.

"Anything more specific we can go on?" Buzz decided to ask, hoping that there was some more good news.

"Right before I lost contact, I heard music with some sort of sonic interference."

Buzz looked down and stroked his chin, "Music?" He asked himself.

Sonic looked to Iron Man, "You think it could be one of those androids?"

"Or another monster figurine we might have to take down?" Tony replied with a question of his own.

Twilight looked to everyone in the group with a smile, "Let's find out!"

"I agree." Woody agreed with the unicorn.

The group then started walking ahead, but not before noticing that Rex had stayed put. "Actually...I think I'll head back and wait by the entrance. I'm sure those vents are gonna be much too narrow for my big dinosaur tail."

Sonic turned his head to face the toy dinosaur, "Really? I'm sure you'd fit."

It was then that Buzz stopped and decided to interject, "Rex is right. Besides, we need a lookout at the entrance. It's an important mission. Can you do it?" He asked the dinosaur, hoping to give him a small task to make him feel useful.

Rex smiled and nodded, "Yes, sir!"

Buzz saluted the dinosaur while Woody and Twilight looked at one another and smiled. They all then made their way towards the ventilation system, Iron Man having already flown upwards and using his tech to unscrew the bolts holding it in place. Once everyone was inside the vents, they all made their way through to reach the third floor to not only search for the next Keystone, but for Woody and Buzz's friends as well.

They were determined and nothing was going to stand in their way.

Next stop, Babies and Toddlers!

Author's Note

I just thought that I'd bang out the last remaining paragraphs of this chapter before I go on my recovery break. Hopefully I can get a new chapter out by next week when I've recovered from my Wisdom Teeth extraction.

15. Galaxy Toys (Part 3)

Earth 1995

Galaxy Toys

"This is Babies and Toddlers." Woody announced as he and the rest of the group exited the air duct. The room itself was full of dolls and was pink in color. It was quite the sight to behold. Approaching the edge of the ledge, Woody then asked, "Where do you guys think we should start?"

Iron Man, who had been stroking his chin in thought, then suddenly noticed the Sarge stamping right next to him. He bent down and asked, "Sarge, didn't you mention music?"

The Sarge then hopped to face him, nodding in affirmation. "Affirmative, Tony."

Twilight then smiled to the small army man, "Hmm... All right. Why don't we look for things that make noise?"

"That's a great idea, Twilight!" Mario complimented with a thumbs up.

The unicorn blushed at the praise. Even though she was Princess Celestia's star pupil, she still wasn't used to being the center of attention. Her blush deepened when Sonic walked over and patted her on the back, also congratulating her on that sound idea.

Observing the heart warming scene before them, both Woody and Buzz smiled to themselves. "I think they really are good guys." The cowboy said to himself and Buzz, knowing that he was listening.

Buzz continued watching the sight before him, "Well, you wouldn't have trusted them otherwise." He commented before turning to face his best friend. "And I know that your trust is a hard-earned treasure." He then began walking away, saying, "Well...for all our sakes, let's hope you're right, cowboy. I'm willing to give 'em a chance at least for a little while longer. Especially if it means getting Andy and our friends back." He finished as he tightened his fist. Even though he was starting to see Woody's point of view, he still didn't trust the Caped Crusader.

There was something he just didn't like about him.

Woody, seemingly having gotten through to Buzz, nodded. "Agreed."

While all of this was happening, Batman was perched on the ledge of where the group was standing, keeping a lookout for anything amiss. When the subject of music came about he took out his binoculars and began searching for anything that could help them. And wouldn't you know it, on the other side of the store, was a large gramophone in the corner at a display labeled 'Musical Toads'.

"There!" Batman announced, getting everyone's attention. When they all began walking towards him, he stood upright and turned to them. "I believe that we'll find a clue to where your missing friends are over there." He revealed, pointing to the large gramophone with his finger.

Woody nodded and smiled, "Then what're we waiting for?"

With that, the group began to make their way towards the gramophone at the Musical Toads display. But unbeknownst to them, there were two figures watching them from the shadows. Stalking them, awaiting their next move. They had their orders from Lex, and they were going to follow them.

To the letter.

"Well, this is it." Sonic commented as they all arrived at the gramophone, hoping to get any sort of clue as to where Woody and Buzz's friends were located. The blue hedgehog than bounced off of the ground and landed on the record player. Once he landed, he tapped his foot on it a few times before he began running on it at high speeds.

As he ran, the symphony of toads began to stir and light up, each of them playing their own respective instruments in the orchestra.

Twilight beamed at the hedgehog, "It's working!"

But suddenly, one of the instruments played a false tune. It was barely noticeable, but once could tell that it was slightly off tune if someone listened hard enough. And luckily, both Batman and Buzz picked up on it.

"Wait, did that sound off to you?" Buzz asked the Dark Knight.

Batman nodded and immediately activated his Detective Vision to locate the source of the disturbance. Mario, having heard this exchange, turned upwards to face Sonic and shouted, "Sonic! There's some kind of strange noise coming from the orchestra!"

Sonic, having already picked up on what the plumber was implying, gave him a thumbs up. "Got it! I'll keep the record playing and you guys find out what's going on down there!" He then darted forward, picking up the pace as he was suddenly engulfed in a blue, windy aura.

Twilight then looked away from the hedgehog and addressed her friends. "All right, time to get to work! Spread out and see if you can find the source of the false note. Maybe it'll lead us to a clue!"

"Fan out! See what you can find!" Iron Man added as he took off into the air and began searching.

While Tony took to the upper levels of the symphony, everyone else split up to search all of the toads for the source of the false note being played. Twilight trotted alongside Woody, listening closely to every instrument being played for any signs of an off note.

However, as soon as she stumbled upon a toad playing a tuba in the second row, she heard it! The false note!

"Guys!" She shouted to gain everyone's attention, "I think I found something!" She looked closer at the tuba as everyone rushed over. Sonic continued to run to keep the band playing so that his friends could continue their investigation.

Batman scanned the tuba with his Detective Vision and saw that there was something stuck inside the tuba. "There appears to be something stuck inside the tuba."

Twilight lit up her horn and aimed it inside the musical instrument, "Not to worry!" She beamed as she began to focus her magic on pulling the mysterious item out of the tuba, "I'll get it out!" Twilight then stuck her tongue out of her mouth, concentrating on the task at hoof.

She fiddled with the object for a few moments, trying hard to get the thing out of there.

"Alllmoost..." She strained to herself before giving one final tug on the object with her magic. "Got it!" She declared triumphantly as she pulled out the object from the tuba. And to everyone's surprise, the object was none other than the Corporal Army Man that the Sarge had lost contact with.

As Sonic began to slow down, Twilight used her magic to set the toy down on the ground gently.

"Corporal!" Sarge shouted in surprise before hopping down a level and stamping over to check on him. Once he knelt down by his side, he asked, "You all right, son?"

The Corporal nodded weakly, "Yes, sir!"

As Sonic jumped down from the record player and walked over to rejoin the others, Buzz commented, "That's the soldier Sarge lost contact with."

"So, did you find Hamm?" Twilight asked as the Sarge got the Corporal up to his feet, placing an arm around his shoulders and hoisting him up.

The Corporal nodded, "Yes. But...while I was radioing in, I was blindsided by... something. Then the next thing I knew, a giant hand grabbed me, and it stuffed me in there." He recounted the events of what happened, pointing towards the tuba that held him captive not a mere moment ago. "They must have taken Hamm to another location. We have to hurry!" He declared as he tried to walk, but failed as he fell to his knees due to his weakened state.

"Wait, Corporal. You're not fit for action." The Sarge proclaimed as he walked over and helped the Corporal to his feet.

Looking over weakly, the Corporal tried to persuade his commanding officer, "But Sarge..."

"Your tour is over, son. And it's all right. Our trusted allies will take over."

When he looked over to Twilight, Mario, and Sonic, they all gave the injured Corporal a salute, while Batman and Iron Man simply nodded, assuring him that they would get the job done.

Sarge then looked over to Woody and addressed him directly, "I will move the corporal to a safer location."

"Good luck, gentlemen." The Corporal saluted as they both walked off, presumably to meet up with Rex at the main entrance.

After watching them walk off, Buzz turned to the others and declared, "Well, there's no rest for the weary! Hamm needs us!"

"Any idea where he could be?" Woody asked Twilight in hopes that she might have an idea as to where to start looking.

The unicorn sighed dejectedly, her ears falling to the sides of her head. "No, he could be anywhere inside this place."

Hearing this, Iron Man decided to fly up into the air and began searching for anything strange. Anything that could help them find Hamm. He looked around in circles for a few moments before stopping suddenly, setting his gaze on a doll house that was shaking unnaturally.

Frowning, the armored hero landed down next to the group harshly and turned to face them. "I might have an idea to where to start looking." He declared before pointing to the doll house with his finger, "See that doll house over there? Now I don't know about you guys, but something tells me that it's not meant to be shaking like that."

Woody, upon hearing this, walked over to stand beside Iron Man and set his sights on the moving doll house. His eyes widened when he saw it moving in an unnatural manner. "Hey, he's right guys!" He declared as he turned around to face the group. "It's as good a place to start as any! C'mon, we've got a friend to save!"

Twilight and the others nodded as they jumped down of the edge of the orchestra ledge, making their way across Babies and Toddlers to reach the doll house.

"Alright, heave on three!" A certain plumber called out to the group currently standing behind him.

They had reached the doll house on the other side of the store, in hopes of finding a certain piggy bank. But when they made it over there, they found it to be shut tight. So, coming up with the idea, Mario decided that together, they could pull the doll house open.

Mario stood at the front, Sonic behind him, Woody and Buzz behind the hedgehog, Twilight, Iron Man, and Batman all standing at the back of the group. Together, with their combined strength, they were sure to get that doll house open.

"One. Two. Three. Heave!!!" Mario shouted as he began pulling the front of the doll house.

Everyone else began pulling as well, straining against the hold of the front of the doll house. But unsurprisingly, with one final tug, the front of the house split open, unlatching as they all fell to the floor in a pileup.

Woody rubbed his head and looked up to see a familiar pig trot out of the doll house with a grateful smile on his face. "Talk about cabin fever. Thanks for the save."

Woody smiled at the piggy bank and crawled over to see if he was okay, "You okay, Hamm?"

"Yeah, aside from being locked in, the accommodations were fine." Hamm replied, nodding over to the quaint little house behind him.

Getting up to her hooves, Twilight walked over inside the doll house, taking it in with a small smile. It reminded her of the times she used to play with her Smarty-pants doll as a little filly. Which reminded her, that she still had to get her back from Big Mac when she inevitably returned home.

"Aww. What a tiny little house." She commented with a giggle as everyone else got back up to their feet.

But what she didn't notice however, was the giant doll peeking inside the window to her left. When she turned around, Twilight gasped at the sight of the doll. She wore a black dress with bunny ears on the top of her head. She had blue hair and yellow eyes.

Twilight yelped and quickly teleported out of the house, reappearing next to the Dark Knight as the Angelic Amber doll stomped to the front of the doll house, looming over them menacingly. It was then that Batman noticed a mind control disc was attached to the doll's chest.

"Another toy's being controlled!" Batman revealed as he removed another Batarang from his Utility Belt.

Hamm shook fearfully, standing behind Woody and Buzz. "She's back! That's the doll that pig-penned me!"

"Hamm, take cover!" Woody ordered.

"Uh, copy that. One stay in the dread-and-breakfast was enough for me!" The piggy bank replied as he scurried away to safety.

Buzz slowly aimed his laser at the toy with a mournful look on his face. "Not another possessed toy..."

Sonic then crouched down into a running start, ready to fight. "Guys! Look alive!" He was about to take off, but when his ears heard the sounds of what sounded like a jet engine, he turned around and gasped as something smashed right through the window behind the group and tackled right into him.

The robot flew the hedgehog into the air and threw him directly into the doll house, the resulting impact sending splinters of wood everywhere.

Sonic groaned and rubbed his head, looking up to see who had blindsided him. He scowled at the familiar robot hovering above him.

He looked exactly like him, except he was more bulky than Metal Sonic, had only three fingers on each hand, a red highlight going across his chest, and a single ocular visor on his face.

"Mecha Sonic." Sonic growled as he got back to his feet, swiping the dust particles off of him.

Woody and Buzz looked at their new foe in surprise. "Sonic, he looks exactly like you." The Cowboy commented as he took in the sight of Mecha Sonic for the first time.

Sonic shrugged, "Yeah, but he isn't the first metal knock-off I've fought, and he sure as heck isn't gonna be the last." The blue hedgehog tapped the foot of his shoe against the ground before turning to face the others. "I'm gonna hold off bolt for brains here! You guys get to work on freeing that toy!" Before anyone could object, Sonic spread his arms out wide and began taunting his robotic copy. "Yo, metal face! You want me? Come and get me!"

Mecha's visor glowed a menacing red as he tightened his fists. "PRIORITY ONE TARGET IN SIGHT: COMMENCING MISSION!!!" The robot declared coldly before dashing forward, hoping to catch his enemy by surprise.

But as predicted, Sonic simply dashed away from the others, leading Mecha Sonic away from the group to fight him Mano a Mano.

Surprisingly, Iron Man began hovering in the air, looking ready to take off at high speeds. He looked down to Twilight and the others, "I'm gonna go help our speedy friend deal with his robotic twin! You guys think you can hold this doll off for now?"

Twilight nodded firmly, "You can count on us! Go and help Sonic before he gets himself hurt... Or worse." With that, Iron Man nodded and boosted after the two figures currently running around the store. Twilight and the others looked at the possessed Angelic Amber as she loomed over them. Twilight lit up her horn, ready to let the magic fly.

Sonic dashed forward after Mecha Sonic, eyes determined and ready for action. But he looked to his left in surprise when he saw the Invincible Iron Man pull up to his right. "What? You didn't think I was gonna let you have all the fun, right?"

The Blue Blur chuckled at that and nodded affirmatively. "No complaints from me, Tony!" He then looked forward, seeing Mecha Sonic fly in front of them menacingly, "Let's take this cheap knock-off down!"

And with that, it was on!

Mecha Sonic let loose a surge of yellow electricity that sent forth a shockwave down to the two heroes. Sonic curled into a ball and jumped over the attack while Iron Man flew overhead, readying his shoulder missiles and opening fire. The missiles flew towards the robotic hedgehog, but missed their mark as a yellow shield suddenly appeared around the villain.

The missiles exploded on the shield, protecting Mecha Sonic from the attack.

Sonic dashed forward and leapt into the air, rearing back a fist to try and knock the robot down. But Mecha had already anticipated this and caught the punch. He then gripped Sonic's arm and spun him around in circles before letting him go, sending the hedgehog crashing into a display of dolls on a nearby shelf.

As Sonic got back up, Iron Man flew past him and fired multiple Repulsor Blasts at the metallic hedgehog. Mecha Sonic swayed left and right, avoiding the projectiles and turning around to boost forward to try and get some more ground between him and the two heroes.

Sonic boosted forward, now rejoining the chase.

Mecha turned around and fired four missiles from his back. The projectiles soared through the air and aimed in directly on the Blue Blur and the Armored Avenger. Sonic jumped over one missile and kicked the other one directly back in Mecha's face, hitting his shield and disabling it. Iron Man used his Holo-Shield to defend himself from one of the missiles and blasted the other one apart with a Repulsor Blast.

With his shield now disabled, Mecha Sonic was vulnerable.

Taking this opportunity to strike, Sonic curled into a ball and struck his metallic duplicate in the chest with a Homing Attack. Mecha bounced off of the floor a few times as Sonic slowed down to allow Iron Man to boost ahead of him. Tony aimed his hand at the robot as a small rocket ejected itself out of his wrist.

"Boom!" Tony muttered as he fired the rocket.

The projectile struck Mecha Sonic in the chest, sending him flying into a shelf full of dolls.

Coming to a stop, Sonic and Iron Man looked at one another before giving each other a fist bump in victory. But that feeling was short lived as Mecha Sonic burst through the pile of dolls and hovered above the two heroes. Iron Man flew upwards, wanting to take the machine head on.

Mecha flew downward, meeting the Armored Avenger head on.

They both interlocked hands, struggling to overcome one another as Sonic ran around the store to get to a secure vantage point. The two opponents split apart and fired their own respective beams from their chests. The beams collided, sending them both flying in the opposite directions.

They both recovered in the air and boosted to one another once more.

Tony threw a punch, but the robot ducked under it and delivered an uppercut to his chin. While he was dazed, Mecha Sonic grabbed Tony's arm and swung him down to the ground. Mecha Sonic aimed his palm down towards Iron Man, a red orb crackling with black electricity slowly forming in the palm of his hand.

"I'LL CRUSH YOU!!!" Mecha bellowed as he prepared to fire.

But before he could get the shot off, he was struck in the back by another Homing Attack from Sonic, which sent him flying through the air until he landed on the ground in a crumpled heap. Sonic uncurled and aimed his hand towards the robot.

"SONIC WIND!!!"

Suddenly, multiple cyclones formed around Mecha Sonic, levitating him into the air.

Iron Man got back up as Sonic landed beside him. He looked to the hedgehog and nodded, "Time for the big finish!"

"Took the words right out of my mouth."

It was then that they both boosted forward as the cyclones disappeared, allowing the robot to fall through the air once more. As they rushed forward, Sonic curled into a ball and bounced directly into Tony's hands. He reared his arms back as Sonic continued to spin in his hand.

He then hurled the hedgehog at such high speeds that Sonic broke the sound barrier.

Mecha's visor widened as his nemesis drew closer and closer until...

BOOM!

Sonic tore right through Mecha's chest, emerging from his back in a spinning ball of speed. As the hedgehog uncurled, Mecha Sonic's body began to explode. Beams of light emerging from his body until he finally blew up, right as Sonic landed on his two feet in a crouched position.

This fight was over.

Iron Man slowed down and landed right next to his friend. "You good?"

"Heh. Never better!" Sonic chuckled in response before punching Tony's leg in a playful manner.

Tony laughed at that before once again hovering in the air, "Come on. We'd better get back to the others. Don't wanna miss out on all the fun, now do we?"

"Wouldn't dream of it!"

Angelic Amber stomped her foot down onto the ground, attempting to crush Woody under her heel. Luckily, the cowboy rolled out of the way and avoided being crushed. The possessed doll turned and tried attacking once more, but she was suddenly blasted to the floor by Twilight, who struck her in the face with a magical blast.

She held her head up triumphantly before lighting up her horn and flinging Mario into the air.

The plumber rolled in the air a few times before stomping downward, landing directly on the toy's chest, damaging the mind control disc attached to her. Once he jumped off of her, Mario turned and saw that the doll was getting back up onto her feet.

Buzz charged forward, but his heart wasn't in it, he still felt bad for attacking this toy. She didn't know what she was doing. These weren't her actions. She was being manipulated. That brief moment of doubt would cost the Space Ranger, as Angelic Amber used this chance to punt the toy right through the smashed window behind them.

"BUZZ!!!" The toys cried out collectively as they witnessed their friend fly out of the store.

The toy flew through the air and approached the ledge of the second floor, where he would fall off of the third floor of the toy store and break. He closed his eyes, knowing that this was it. The end of the road. But suddenly, he felt someone grab onto his hand and swing him away from the edge.

Buzz opened his eyes, wanting to see who his savior was.

His eyes shot open.

Batman wouldn't let go.

The Dark Knight, holding on firmly to the Space Ranger, clung onto his rope, and swung the both of them to safety.

Once Batman let go of the rope, they both rolled to a stop on the floor. Buzz rolled over onto his stomach as Batman got to his feet. He watched as the dark creature of the night darted forward, intending on getting back into the fight. Buzz was confused. Why would Batman of all people save his life? He had done nothing to warrant such an act of kindness from the hero.

He looked down to the floor, maybe he had misjudged him?

Shaking his head, the Space Ranger got back up to his feet and ran back into Babies and Toddlers.

Hurdling over the shattered window, Buzz came to a stop and aimed his laser at the device on Angelic Amber's chest. He breathed in and out, closing one eye and using the other to aim at his target.

He took aim.

And fired.

The laser soared through the air just as Angelic Amber turned around to face Buzz. The projectile struck the disc, causing it to short circuit. As electricity surrounded the device and the toy, both Sonic and Iron Man had arrived to rejoin the group.

Woody, now noticing their arrival, turned and asked, "Are you guys okay?"

Sonic gave the cowboy a thumbs up, "We're all good here, Woody!" He replied to his friend, who nodded in return with a smile of relief on his face. Their attention was brought back to the doll as the mind control disc fell from her chest and shattered on the floor.

The Angelic Amber doll slumped forward and fell back, hitting the doll house and sliding down to lay on the floor. It looked lifeless. Once the fight was over, Hamm breathed a sigh of relief and came out of his hiding place. Once he rejoined the group he said, "I don't know about you guys, but I've had my fill with this place. Let's get outta here, huh?"

Once everyone nodded in agreement, they all began walking away from the lifeless toy... except for Buzz.

He continued staring at the toy they had just defeated mournfully. He looked at the toy for a few moments before speaking up, "Wait... What if we end up just like her? Forgetting ourselves and...attacking each other?"

This caught everyone by surprise.

Turning around, Twilight said, "No way, Buzz. That won't happen." She then gestured to Woody and the other toys with her hoof, "You guys are too strong."

It was then that Buzz snapped around and began marching towards the group. "You can't be sure! What if I get taken over, then attack you?" He said hotly, clearly worried about that possibility. If it could happen to those other toys, what's to stop it from happening to them?

Woody placed a hand on his shoulder, "Buzz, you're overthinking it."

"He's right," Twilight added, "As long as you keep the Magic of Friendship within you, then nothing can come between you and your friends. Together, we all wield the most powerful magic of all. As long as we still have hope within us, there is nothing that can't be overcome."

"And as long as those discs don't touch you, you're good." Tony added helpfully.

Woody nodded gratefully, "Well, that's good. Because I know you, Buzz. You'll never lose hope when it comes to your friends."

Buzz looked to his friend and smiled, he was right! As long as he never lost sight of what truly matters, then there was nothing that they can't achieve together. "True enough, cowboy." He said to Woody with a smile before turning to face everyone else, "Sorry to have worried you all."

Sonic waves him off with a smirk, "No problem. Now, let's go find the others."

With that, they all make their way towards the now shattered window leading into that section of Babies and Toddlers. But as they were walking, Buzz couldn't help but wonder why Batman had saved him. It was pretty obvious that they didn't really like each other, so the question was...

"Why?"

Hearing this, Batman turned around to see Buzz standing there with a peculiar look on his face. "Why what?" Batman asked, wanting to know what the Space Ranger meant.

Looking into his eyes, Buzz asked, "Why did you save me?" When Batman arched an eyebrow, he elaborated, "I thought you didn't like to work with me."

"I don't."

"Then why did you save me?"

Batman answered without any hesitation. "You needed help."

Buzz was stunned, so stunned that he actually took a step back. Was it as simple as that? Despite their feelings of amnesty toward one another, could he really have put all of that aside just because he saw someone in need of aid?

"As long as I'm there to do something about it, I won't let anyone die if I can help it." Batman declared before turning around and walking away to join up with the others. But not before adding, "Whether they be friend or foe."

Buzz just stood there, mouth agape as he tried to process this. It seems that there was more to Batman than he initially thought. He had saved him, even though he didn't like him. He would save the life of an enemy.

He had a new found respect for the Dark Knight. Not wanting to be left behind, the Space Ranger rushed forward to rejoin the group in their mission.

Once the two had caught up, they all spot a UFO with a crane claw sailing past the window. Making its way to another part of Babies and Toddlers. Woody adjusted his hat and said to the group, "I think I know who that might lead us to. C'mon, guys!" He waved them all through, letting them know that the coast was clear.

But before he could join them, Hamm walked up and said, "Hey, Woody. I'd just slow you down, with all the loose change I'm carrying. I'll hang by the entrance."

"No problem. Be safe, Hamm."

The piggy bank chuckled at that, "Hey, thanks, buddy. You just take care of your old self."

With that, Woody leapt out of the window and joined up with the others. Standing next to Buzz and Twilight, Woody shouted, "Now, let's follow that UFO!"

"Right!" Twilight responded with a nod.

Together the group marched forward, determined to find that UFO.

It turns out that following the UFO proved fruitful, as once the group had entered the Outdoor Playplace of Babies & Toddlers, the first thing they saw was the Three Little Green Men moving towards the UFO with happiness in their eyes.

"They have come for us."

"The mystic portal awaits."

The UFO stopped over the three aliens and began lowering it crane claw to try and pick them up. Upon further inspection, the group finally noticed another mind control disc attached to the face of the ship.

Rushing forward, Buzz, Twilight, and Woody all shouted.

"Oh no!"

"Wait!"

"Stop!"

But it was for naught, as the claw snatched the three of them up.

"Farewell." They all said collectively.

The UFO began to fly away, much to the toy's dismay. "It's getting away!" Buzz cried out in fear of losing his friends.

But luckily, they had the Invincible Iron Man on their team. "Oh, no it's not." He declared as he aimed his fist directly at the UFO. A small missile launcher ejected itself on Tony's wrist, ready to be fired. Without warning, he fired the missile at the UFO.

And blew it up.

The ship flew around in circles as sparks erupted around it. As it flew, the ship dropped the Little Green Men, the three of them landing with a squeak. Once the lights on the ship flickered off, it crashed down onto the ground, the mind control disc falling to the floor in a blazing heap as well before blowing up.

Twilight and the other all hurried over to see if the Little Green Men were harmed in any way. But to their relief, they were perfectly fine.

"We are back!"

"Our ship is no more."

"Nirvana will not be reached."

Sort of...

Mario walked over and crouched down to meet the aliens at eye level. "Sorry we trashed your ride." He apologized with a sad smile.

"Fear not." One of them said with a smile.

Another one then added, "We still have our new home."

Then they all said together, "The Chamber of Andy."

Buzz contemplated for a moment before vocalizing, "They're right. This isn't where we belong. We've been in this toy store long enough. It's time for us to go home to Andy's room."

"Um, did you not hear the part where we said that this," Sonic gestured all around him, "isn't even your real world? I think that also applies to Andy's room."

Buzz turned to the hedgehog and asked, "Can you prove that any of that nonsense is true?"

Sonic sighed and looked down, he got him there.

"And even if that Andy's room is fake, it doesn't mean he's not somewhere in this world with us. I'm going home to wait for him. No more debate." Buzz declared before turning to Woody, "You with me, Woody?"

Woody looked down in thought for a moment before nodding in agreement. "You're right, Buzz. Now that we're all accounted for, we should meet up at the entrance and go home."

Twilight looked sad for a moment before sighing. They did have a point, their mission was complete, they found all of their friends. But her and the others, they still had to find that Keystone and stop Lex from doing whatever it was that he was doing here.

"Okay," Twilight said, "It was nice that we could all go on this adventure together. But you're right. Your friends have been found, and that's all that matters."

Sonic nodded in agreement, placing a hand on his hip and turning to face their new friends, "But our mission isn't over. We still got a Keystone to find and a bad guy to stop."

"Can we at least see you off?" Twilight asked with a smile.

Woody smiled and tipped his hat to the group. Truth is, that the Cowboy was going to miss these strange lot. Sure they might be a little strange to him, but they had good hearts and always did what was right. Heck, if it came to it, he would invite them to live with them in Andy's room. But that's something that cannot happen unfortunately.

With that thought in mind, Woody tipped his hat to the group and smiled, "That would be great."

Author's Note

Mecha Sonic - Nibroc - Rock

Miss me? I'm back from my break, the extraction went well and I'm perfectly healthy. Now it's back to writing this... and back to work (yay.) :ajbemused:

Only one more chapter to go and then we say goodbye to this dimension.

Til then, see you guys next chapter.

16. Galaxy Toys (Part 4)

Earth 1995

Galaxy Toys

"Sarge, roll call." Woody ordered to the tiny army man standing beside him. After recovering the Three Little Green Men from Babies and Toddlers, Woody and the others decided that it was time to head back home to Andy's room. While Twilight and the others were sad to see them go, they understood that they had completed their mission while theirs was still a go.

They still had to find the Creation Keystone and stop Lex Luthor.

Twilight smiled kindly at the group, as did Sonic and Mario. Tony looked on along with them with his arms folded, his faceplate hiding his smile.

Batman just stood there with his normal scowl.

With a salute to his commanding officer, Sarge replied, "Sir, yes sir!" He then turned to the other toys present and called out, "Roll call! All toys, fall in!"

As the toys all fell into line, Buzz walked by them with his hands behind his back, checking off their names as he walked by them. "Sarge... Army Men times four..." The Army Men gave the Space Ranger a salute as he walked by, "Hamm... Aliens 1, 2, 3..." Each Alien squeaked as they raised their hands. But to his surprise, once he reached the end of the line, he saw that Rex was gone... Again. "Wait. Where's Rex?"

His attention was brought down to Hamm, who informed the toy, "Aw, he took off. Said he wanted to prove to you you could trust Batman and the others." The piggy bank pointed up to the upper levels of the toy store with his hoof, "He's up there by the video games."

With a heavy sigh, Buzz muttered, "Well, here we go again."

"Huh? This is about us?" Asked Twilight Sparkle.

When the toys nodded, Batman sighed and looked to the group of toys with serious eyes. "He's not safe. Luthor's still out there." He declared, the threat of Lex Luthor still present within the toy store.

"You're right." Woody agreed before asking, "Twilight, Sonic, guys... Any chance you could help us one last time?"

"Sure!" Twilight beamed with a sparkle in her eyes.

Sonic gave the cowboy a thumbs up, a smirk appearing on his face.

Mario flicked his cap with his index finger, indicating that he was in.

Tony shrugged, "Eh, why not?" he answered before his mask fell over his face.

Batman nodded with no hesitation.

Woody let out a breath of relief and tipped his hat forward, a grateful smile plastered on his face. "Thanks, guys."

The group had made their way back up to the third floor of Galaxy Toys, their destination being the video game store where Rex had been last seen. Looking around, Twilight noticed the various posters, cardboard cutouts, and shelves of games promoting the same video game.

'Defenders of the Multiverse'.

There, standing on the games cover, were five very familiar faces. Although they looked very different compared to them. Standing on the edge of a building with lightening striking in the background, was a pink unicorn with a star tattooed on her flank. She had a white mane with a blue stripe going through it.

Standing beside her was Batman's counterpart, 'Nightwatch'. His attire was almost identical to the Dark Knight's, except he had no ears on his cowl and instead of a bat symbol on his chest, there was an eyeball with a yellow background.

Tony's counterpart had blue armor with red highlights. His faceplate was silver and he had metallic wings on his back. His Arc Reactor was red to go along with the red highlights on his suit.

The Mario counterpart wore purple overalls with a yellow shirt and hat. The plumber couldn't help compare him to a certain villain he knew back in his world.

And lastly, Sonic's counterpart had white fur with green stripes on each quill. He wore metal gloves and black shoes. His muzzle, arms, and belly were tanned in color, and his body was surrounded by green electricity.

Twilight and the others couldn't help but feel uncanny towards these video game characters.

After making comparisons, Twilight and the others look up at the display to see Rex cheering happily.

"Hurray!" The dinosaur cheered as he held the video game his his tiny hands. Jumping down from the display, he dashed over to Twilight and held the game a little too close to her face. "Look! Look! I found it! See, Twilight?"

She and the others tilted their heads at the game cover, "Huh?" the unicorn breathed out as Woody and Buzz made their way further onto the store. Looking around, they both saw various posters for the game, which were just bigger versions of the game's cover art.

Turning to Buzz, Woody verbalized, "Whaddaya know! They ARE video game figures. See? I told ya, Buzz. They're toys, just like the rest of us."

At this, Buzz looked over to them as something caught Rex's eye. He then turned back to his friend and replied, "Well, I suppose." Looking over to the others, the Space Ranger decided that they had spent enough time here. Making his way back to the entrance, Buzz declared, "All right, everyone. Now that we're back together, it's time to return to Andy's room."

Rex meanwhile, was looking at a guide on how to beat certain levels in his game back at home. Upon hearing this, the T-Rex looked over to his friend and dropped the book, "Now? But can't I at least check the strategy guides? I want to know how to beat Bahamut!"

As Rex scoured the display for the correct game guide, Buzz walked over and placed a hand on his back. "Next time. Right now, we need to go home." Rex sighed and begrudgingly followed the group out of the store.

But none of them noticed the pair of metal boots that landed right behind them.

"And just where do you think you're going?" The sound of his voice caught their attention, enticing them to turn around. They all gasped at the smiling face of Lex Luthor.

"Luthor!" Batman declared, already taking out a Batarang.

Luthor chuckled as he folded his arms over his chest. "I see you've been busy making friends with the townsfolk, Batman." He observed before an evil smirk made its way onto his face. "Good, that'll make this easier then."

"What's this all about, Lex? Why're you here?" Batman demanded to know.

"I've actually been asking myself that for some time now." Lex responded before elaborating, "You see I've been searching for something. An item of great power that can only be found in this dimension. All I knew about it was that it was hidden somewhere in this dimension and in the guise of a normal object." Unfolding his arms, the villain continued, "At first I tracked it to that house, where those toys resided. Then I tracked it here, to this store and wouldn't you know it, they were here too."

Lex took a step forward.

Woody, Buzz, and Rex took a step back.

Twilight and the others stood their ground.

"I finally figured it out. You have what I want, or more specifically," he then pointed to Woody, shocking him. "You do."

"Me?" Woody repeated, placing a hand on his chest.

Outstretching his hand, Lex ordered, "You're badge. Give it to me."

Everyone looked at the cowboy upon hearing that, more specifically his sheriff's badge pinned to his vest.

Turning back to the villain, Iron Man asked, "Now what would you want with a toy badge?"

Lex chuckled deeply, "That's for me to know and for you to find out."

Taking a defiant step forward, Sonic declared, "No way! Whatever you want that badge for, it's obviously for nothing good. You're not getting your hands on it!"

Lex sighed at this, "Fine, have it your way." A portal silently appeared behind the group, where a Soulless One stepped out with a mind control disc in its grasp. It made its way over to Buzz, who was busy keeping his focus on Luthor.

He never saw it coming.

The android attached the disc to Buzz's back, causing him to gasp suddenly before slumping forward. As the disc activated, the Space Ranger's eyes snapped open, revealing his now green eyes. Upon noticing Buzz's odd behavior, Rex turned to his friend and asked, "Buzz? What's the matter?"

In response, Buzz turns to Woody and aims his laser at his head, confusing the cowboy greatly. "C'mon, Buzz. Quit fooling around."

Twilight's eyes shot open. She saw the disc on Buzz's back.

She saw him aiming his laser at Woody.

He was about to fire.

"Look out!" Twilight shouted as she quickly cast a shield spell over Woody, saving him from a quick death.

Startled, Woody took a step back and placed a hand on his forehead in disbelief. "I can't believe it! Buzz has been taken over?" He ducked once more on instinct as Buzz fired more shots at him, the shots being blocked by Twilight's shield.

Batman turned away from the scene at glared hatefully at Lex. "What have you done, Luthor?!"

"Just got myself some... Insurance." Lex revealed before punching the ground. The resulting shockwave knocked everyone to the floor. Lex took this opportunity to fly over to Lightyear's side and grab his back. "This toy's my insurance, he stays with me."

"No!" Twilight cried out.

"You have something I want, I have something you want. Let's make a deal." Lex suggested with an evil smile. "Hand over the badge and I'll let your friend go. Don't, then I'll crush his plastic head like it were a grape. You have 1 hour to make a decision. I'll be in the Kid Korral waiting for your answer."

The boosters on his back ignited, he was about to take off.

"Don't keep me waiting."

With that, Lex took off into the air, still holding onto a mindless Buzz Lightyear as a hostage.

"BUZZ!!!" Woody cried out to his friend as he was taken. But it was no use, they were both gone. The cowboy let out a sad sigh as everyone got back up to their feet. Twilight let out a grunt of discomfort as she rubbed the base of her horn with her hoof. Walking over to check on her, Woody asked, "Y'all right, Twilight?"

The unicorn nodded weakly before replying, "I'm fine. What about you?"

"I'll manage." Woody responded kindly before his face morphed into one of despair. "Twilight, how do we get him back?"

The rest of the group walked over to the pair, with Batman answering with, "For some reason, Luthor wants the badge on your vest. He said it contained great power within it, and that he needs it for something."

"The only way we get Buzz back, is if we give Luthor what he wants." Tony added.

Woody, upon hearing this, looked down at his badge sadly, "My badge." He let out a sigh as Sarge and his Army men stamped over towards them with the other toys in toe.

"The situation appears grim, sir!" Sarge observed.

"You're right, Sarge. That guy took Buzz to Kid Korral as a hostage." Woody informed the toy behind him. "Any ideas?"

"Well, it might be a long shot, but we've sighted a shadowy portal in the Kid Korral. We can infiltrate from a window inside Babies and Toddlers." The Sarge informed the group. "I'll head there and get it open."

Once he heard this, Woody's mood lightened up as he knelt down to Sarge's eye level. "Sarge, you're a lifesaver!" He turned back to Twilight and the others, "You guys in?"

Twilight took a step forward and nodded on behalf of her group. "Of course! Buzz is our friend, we won't abandon him. We'll stop Lex and get him back!"

Woody nodded and began leading the group out of the video game store, passing by Hamm, the Aliens, and Rex on their way out.

"Please promise you'll bring Buzz home."

"With batteries included?"

"Journey safely."

"Farewell."

"Don't worry. We're gonna get our friend back." Woody reassured the group as they made their way our of the video game store.

Looks like it's back to Babies and Toddlers.

"Twilight, look!"

Said unicorn looked up to where the toy cowboy was pointing to. The group had returned to Babies and Toddlers to try and gain access to the Kid Korral to get Buzz back, while also stopping Luthor. But the group of Multiversal travelers were intrigued by this shadowy portal the Sarge had mentioned seeing in the Kid Korral.

Could it be related to the Keystone somehow?

There, above a windowed wall with the design of a dollhouse, was a much smaller window. That must've been the window that Sarge had opened up for them.

"That must be the window Sarge mentioned." Woody surmised to the unicorn.

She looked to Woody and said, "Well then, let's get moving!"

The Kid Korral had a blocky design, multiple colors on the walls, play pens and ball pits for the children to play in. There multiple giant blocks for the little ones to push around and play with. It was a child's paradise.

But it would be Buzz Lightyear's resting place if they didn't get a move on.

Twilight, who was standing ahead of the group, turned around and addressed them all. "Alright everypon-- I mean everyone." She was still getting used to that. "We don't have time to waste! Buzz is counting on us and we won't let him down." She turned to face Woody with a solemn expression on her face, "And that might mean sacrificing your badge to save his life."

Woody looked down and rubbed his hand against the item in question. He didn't want to part with it, but he might have to in order to save his friend.

His attention was brought to Iron Man, who placed a comforting hand on his shoulder, "Don't worry, we'll get him back."

Woody smiled softly at the Armored Avenger, the reassurance was greatly appreciated.

Their attention was brought to Sonic, who pointed to the other side of Kid Korral, "Hey guys, check it out!" They all turned to face where Sonic was pointing. It was then that they all saw a stream of darkness emanating from the uppermost vent in the room. Much to high for any regular toy to access by normal means.

Good thing the group wasn't normal by any means.

Woody tilted his hat upward, wanting to get a good look at the stream of darkness coming from the vent. "How are we going to get up there?" Asked Woody.

Smiling under his mask, Tony grasped Woody by the shoulder and simply said, "Hold on." before taking off into the air with a screaming Woody in hand.

Twilight suddenly yelped in surprise when Batman picked her up under his arm. He then aimed his Grappling Hook toward the ceiling and fired. The next thing she knew they were both soaring through the air, making their way to the vent.

Sonic and Mario bumped each others fists before the blue hedgehog took off at high speeds, with Mario darting forward and leaping from any vantage point he could to catch up with the group.

As he flew through the air, Woody couldn't help but worry for his friend's safety. But he quickly dismissed those thoughts with a shake of his head, he would save Buzz, even if he had to hand over his badge to do it.

"Hang on, Buzz. We're coming to save you."

The inside of the vent was not what the group expected. In fact, they just expected a regular vent. But no, instead of the normal inside of the ventilation system, what they were greeted with was a corridor of darkness, with a swirling dark purple and black portal at the end of it.

If Lex were to take Buzz anywhere, it would be here.

And if not, then this might be where the Creation Keystone resided.

But they were hoping for the former.

Twilight involuntarily shivered upon entering the vent, it felt cold and lifeless. She looked up to see Woody feeling very much the same way. She placed a comforting hoof on his leg, "Are you ready for this?" She asked.

Woody looked down and his face hardened, showing how determined he was to getting his friend back. "Let's do this."

With that in mind, Twilight and Woody lead the group into the dark portal.

When they walked through, the group found themselves inside of a hazy abyss, the area around nothing but a dark and ominous purple. To their surprise, in the center of the abyss, was the Creation Keystone. It hovered their, surrounded by a tower of darkness that spread all across the void.

It had the same design as the other Keystones, except this one had purple and black glyphs engraved into it.

And to no-ones surprise, standing in front of the Creation Keystone, was Lex Luthor. And to his right, was Buzz Lightyear, who was still under his control. The group stopped a few meters in front of him and glared hatefully at the smug expression on his face.

"You made it." Lex greeted with a smug grin. "And you're earlier than expected."

Woody however, was in no mood for games. "What do you want with my friend?" He asked, getting straight to the point.

The villain shrugged, "Nothing. As I said before, you have something I want. I have something you want." He then outstretched his hand hand ordered, "Now, give me your badge." When nobody made any moves, he sighed and aimed his hand directly at Buzz's head, showing that he wasn't playing around. "Give me the badge or I'll break this toy."

Everyone looked to Woody as he removed his badge from his vest. He held it in his hand and looked down at it for a moment before looking over to Luthor once more. With no hesitation, he threw the badge over to the villain, who caught it in his hand.

Lex chuckled as he pocketed the Foundation Element.

He had won.

His attention was brought to Batman, who said, "You got what you wanted, Luthor. Now let Lightyear go."

"Hmm, I could do that..." He then smiled vindictively, "Or I could do this!!!" He then backhanded Buzz to the floor, sending the toy sprawling on his back. Woody and everyone gasped as Lex placed a foot on his chest, holding him down.

When he aimed his hand at his head, they all knew what he intended to do.

"WAIT!!!" Twilight cried out, getting the villain's attention once again. "We gave you what you wanted, you said you would let him go!"

Lex laughed aloud as he responded to the unicorn, "Oh, you poor, naïve fool! Don't you know who I am? I'm a business man... and a liar. I lie and cheat to get. What. I. Want." He then looked down at Buzz, who's expression remained stoic. "And now that I have what I wanted, this toy is of no further use to me."

He then looked to the group, "And neither are any of you."

Woody grit his teeth, "You'd better let Buzz go or--"

"Or what?!" Lex challenged. "What can you possibly do to stop me? I am Lex Luthor! You... are just a toy."

"What is this about, Luthor?" Batman asked his enemy, "What's so special about a toy badge?"

"Wouldn't you like to know. This badge has a power within it that can mold reality, or at least, a way of unlocking something that can." Lex clenched his fist and continued, "Picture it, imagine how sweet it will be, when I create a world without the Justice League. In the new world, people will build statues of me in my honor."

"Whatever you're talking about, I don't care. Put Buzz back the way he was, then get lost!" Woody snarled.

Lex was humored by this. "Or else what, toy?"

"Yeah, I am a toy. And a friend." Woody then stomped his foot down on the ground, breaking the waves of darkness slightly, revealing the floor underneath. Nobody noticed that the Creation Keystone was reacting to Woody's actions. Or maybe even... his heart. The cowboy continued, "My guess is no one's ever loved you before. Because you know nothing about friendship and love."

Lex snarled as Twilight moved to join him, pushing the darkness back even more.

"There's friendship all around us, trying to connect us to one another. Your 'trade' only made Woody and Buzz's connection stronger. That's our heart's true nature--to never, ever let go. To hold onto the sanctity of friendship. Wherever they are, Andy and the other toys haven't let go either."

Woody nodded in agreement as they both continued to move forward towards Lex, "Yeah! You can't keep us from Andy. We're going home no matter what. And taking Buzz!"

"Lex, you're so caught up in revenge and power, that you forgot the most powerful magic of all!" Twilight added as she took on final step forward. Suddenly, the Creation Keystone reacted to Twilight and Woody's will power and overcame it's own overload, dispelling the darkness around them, which caught Luthor's attention.

"What's this?!"

As Lex stepped off of Buzz, Sonic boosted forward and got the toy safely out of Lex's reach.

Upon seeing this, Lex screamed, "NO!" He aimed his palm at the hedgehog and fired an orb of energy. But Tony fired a Repulsor Blast and the two orbs collided, exploding in a blaze of glory.

Once Sonic returned to the group, Batman quickly removed a Batarang from his belt and stabbed the mind control disc on Buzz's back. Once it short circuited and fell to the ground, the Space Ranger's eyes shot open as he gasped for air. He looked to his left and saw Woody smiling at him.

"Woody..." he said before looking around at the dispelling darkness around him, "Wait, how did I get here?"

The cowboy chuckled before elbowing his friend, "Hmm. Oh, I don't know! Maybe somebody switched you into 'dark and stormy' mode."

"But I don't have a--" But once Buzz realized what Woody meant, he looked down at the ground in shame. That is, until Woody wrapped his arms around him. Realizing that he was hugging him, Buzz returned the gesture in kind. "Thank you, Woody." He thanked his friend as they broke apart.

"Good to have ya back, Buzz."

"Enough!" Lex shouted, causing everyone to turn and face him. "You think that this changes anything?!"

Tony shrugged as both he and Buzz aimed their respective weapons at him, "Oh, I don't know! I feel like things have changed into our favor."

Buzz aimed his laser at the villain, "You should remember this, our hearts, our bonds will always be connected to Andy's. No matter what you do! You will never break our friendship!"

Woody then stood next to Buzz and said, "And that's something you'll never understand, because you're hollower than any toy."

Lex chuckled deeply, "That may be true." He suddenly held out his hand as the Creation Keystone fell from the air and landed in the palm of his hand. "But I have the power of creation in my arsenal!" He then closed his hand around the Keystone, completely removing the darkness from the room.

It was then revealed that the room was a toy-sized cityscape with a puzzle-piece road.

The group stood together as Lex hovered in the air, a dark aura surrounding him as he channeled the Keystone's power for himself.

Tony aimed his Repulsor Rays at the villain.

Sonic crouched down into a running position.

Mario leaned forward, ready for battle.

Twilight lit up her horn, channeling her magic.

Batman held a Batarang back, ready to let it fly.

Buzz aimed his laser at his new foe.

Woody held up his fists, ready for a fight.

Together they stood.

Together they fought.

Lex smiled, "You want this Keystone?" He pointed down to them, "Come and get it!"

Suddenly, multiple copies of Lex appeared at the real Lex Luthor's side, each of them colored differently to differentiate them from the real deal. They all laughed together as they spread apart to cover more ground, making it harder for the heroes to fight back.

"It seems you have all forgotten your place." They all said collectively, "Must I remind you of my superiority?"

Without warning, Iron Man flew up and tackled the real Lex Luthor head on, commencing the fight. Twilight teleported to a toy building and took on the Purple Lex Luthor.

Sonic and the Blue Lex Luthor raced around the toy city.

Mario and the Red Lex Luthor charged at one another and interlocked hands.

Batman and the Grey Lex Luthor jumped from building to building, the villain trying to keep up with the hero.

Woody and Buzz stood before the White Lex Luthor, ready to battle it out.

One fight, on multiple fronts.

Sonic side stepped left and right, avoiding the laser blasts fired from the Blue Lex Luthor. The laser blasts blew up the toy cars that were parked on the side of the blocky road. The blue hedgehog curled into a ball and boosted forward, narrowly avoiding an overhead attack from his current adversary.

Blue Lex snarled and boosted forward, determined to catch the blue nuisance.

Sonic turned around and slid to a stop before charging forward, meeting blue Lex head on. But unfortunately, the villainous copy hit the hedgehog with a left handed cross that sent him crashing into a toy infrastructure. As the blocky building fell on top of him, the Blue Lex Luthor landed and aimed his hand at the rubble.

He fired.

Sonic boosted into the air as the remains exploded.

The hedgehog looked down and curled into a ball, spinning around at super speed before darting downward for a Homing Attack. But sadly, the villain caught him and slammed him into the ground. He let go and raised his foot into the air, intending on crushing the fallen hedgehog.

But before he could, Sonic curled once more and bounced up. He then untucked and hit the Blue Lex Luthor in the face with a spin kick. The villain was sent down the blocky road, sliding to a stop as the hedgehog landed.

The copy of Lex Luthor yelled in frustration as he fired a laser blast from his hand.

Sonic dodged.

He fired again.

Sonic dodged.

Blue Lex aimed both of his hands at his foe and fired a barrage of laser blats.

But they all missed.

Sonic was too fast.

The hedgehog boosted forward and struck the Blue Lex in the chest with a Homing Attack, sending him tumbling down the road. He recovered just as Sonic boosted forward once more. This time he got the upper hand as he released a shockwave from his suit, the resulting blast sending the blue hero back down the road.

Blue Lex took off into the air again and aimed his hands downward before firing a massive laser beam at the Blue Blur.

Sonic looked up and smirked as he took off to the left, the laser beam trailing behind him as he ran. The hedgehog ran up the side of a toy building before bouncing off of it and flying through the air towards Blue Lex. The copy's eyes widened as Sonic curled into a ball and dashed right through him, causing the copy to disappear into nothingness.

Meanwhile: with Mario

The plumber was punched into the side of a toy building, creating a 'Mario sized hole' where he impacted. As he leapt out of the building, the Red Lex Luthor walked over and picked up a toy car before hurling it at the heroic plumber.

Mario quickly rushed forward and leapt into the air, avoiding the car that was intended to hit him, and reared back a fist as he drew closer to the Red Lex Luthor. But as the car broke behind them, Red Lex caught the punch in his hand and spun the plumber around in a circle before releasing him.

Red Lex watched as Mario bounced off of the floor and rolled to a stop down the blocky road.

The red copy aimed his fist at the fallen plumber and fired a concussive blast that struck the hero in the chest, sending him soaring through the air. As Mario fell, Red Lex rose into the air as a red aura surrounded both his fists and specific parts of the road.

Chunks of the blocky road rose into the air before the villain sent them flying forward towards Mario.

Adjusting his cap, Mario got a move on and jumped into the air. He landed on an incoming block and jumped from one to the other, making his way closer to the Red Lex Luthor. Once he was close enough, Mario drop kicked Red Lex in the chest, sending him crashing through multiple blocky buildings.

The red villain rolled to a stop as multiple toy buildings crumbled due to the impact.

Mario stomped downward and landed before bolting forward, not giving the villainous copy the chance to recover. Once he was close enough for close quarter combat, Mario delivered a left hook to Red Lex's face, then a right hook, then another left, followed by a punch to the nose.

He then uppercut the villain's chin, sending him flying before crash landing on the ground.

Mario walked over to the groaning copy and grabbed his leg, lifting him up as he spun him around multiple times. Once he had enough momentum, Mario let him go flying towards another toy building. Except this time, once he impacted the building, he dissipated into nothing but red dust.

With the fight over, Mario adjusted his cap once more with a sly smirk on his face.

Meanwhile: with Batman

The Dark Knight slid under the axe intended for his head.

Grey Lex snarled as he turned around and swung again, this time missing due to Batman jumping over the blade. He was about to swing again, only to be struck with an Explosive Batarang, which sent him sliding back a few meters.

The axe disappeared as Grey Lex took to the air, looming over Batman like a predator looming over its prey. Without warning, two missile launchers appeared on the copy's shoulders before said missiles were sent flying down towards the Caped Crusader.

Thinking quickly, Batman rolled and dodged wherever the missiles struck the ground, hurling Explosive Batarangs at Grey Lex as he did so. The projectiles struck the villain each time, which sent him back a few meters before recovering and firing more missiles.

Batman aimed his Grappling Hook at the villain and fired, attaching the hook to Grey Luthor's chest. Zipping up to his foe, the Dark Knight delivered a punch to the copy's face that was so strong that it sent him crashing down to the ground.

But before Batman could land, Grey Lex shot upwards and grabbed him by the throat.

He then tossed him back down to the toy rooftop, smiling smugly at doing some damage to the hero. But that smile faded away when he heard an ominous beeping from behind him. He turned his head, hoping to find the source of the noise, but couldn't as it was attached to his back.

Batman left an explosive on his back without him realizing it.

His eyes shot open before the explosive exploded, destroying the copy of Lex Luthor with one blast.

Batman got back to his feet and looked upward, his cape flapping behind him.

Meanwhile: with Woody and Buzz

The two toys fell onto their backs, having been struck down by a laser blast. The rubbed the back of their heads before sitting upright to see the White Lex Luthor slowly approaching them with an insidious smile plastered on his face.

Buzz quickly aimed his laser at the villain and fired multiple shots.

To everyone's surprise, the blasts actually managed to make the copy stumble a bit. Buzz then decided to keep firing, not wanting to let up so Woody could come up with a plan of attack.

The cowboy looked around him for anything that could help them. He searched frantically before his eyes fell upon a toy car that appeared undamaged. A smile made its way onto his face before he rushed over to the toy vehicle.

Meanwhile Buzz was struggling to hold back the White Lex Luthor, his laser blasts were beginning to have little to no effect on the villainous copy. He simply shrugged off the attacks before boosting over to Lightyear and shoulder charging him to the floor.

Buzz shook his head before looking up to see White Lex standing over him, his palm aimed directly at his head.

But before the villain could strike, he was suddenly rammed in the side by a toy car, which launched him into a blocky building. As the toy infrastructure fell on top of the copy, Woody opened the car door and stepped out of it with a smug smile on his face.

From within the rubble, a swarm of white particles slowly rose up from the rubble before dissipating completely, insinuating that the White Lex Luthor was no more.

Woody walked over to Buzz and offered him a helping hand.

The Space Ranger took it without hesitation.

Meanwhile: with Twilight Sparkle

A laser blast flew through the air.

Twilight teleported.

Another laser was fired.

She teleported again.

This would continue on for some time as the studious Twilight Sparkle battled the Purple Lex Luthor.

Purple Lex was currently flying over head, firing laser blast after laser blast, hoping to incinerate the unicorn for daring to defy him. But Twilight was not so easily killed, as she was basically a master of magic, although she herself would never admit it.

She reappeared beneath the Purple Lex and grabbed his leg with her magic, pulling him down to her level. As he tried getting back up, Twilight fired another blast into his back, sending him flying off of the rooftop. But before she could celebrate, he flew right back up and fired two laser blasts from his hands.

Eyes widening in alarm, she quickly teleported out of the way, just barely avoiding the resulting explosion.

She reappeared and fired a magical beam from her horn, hoping to catch the Purple Lex off guard.

She didn't, as he met her beam with one of his own.

The two beams collided, struggling to overcome one another as their users struggled for dominance. Purple Lex smiled madly while Twilight grit her teeth, sweat falling from her forehead. She felt herself sliding backwards from the sheer power of Purple Lex's laser beam.

He was winning.

Twilight wouldn't let him.

She let out a passionate cry as she added more fuel to the flame, her beam increasing in power before expanding in size and easily overpowering her opponent's attack. The Purple Lex's eyes shot open before he let out a cry of pain as he was ingulfed in pure, unadulterated magic, destroying him completely.

Once the Purple Lex was no more, Twilight let up and fell forward slightly. She panted heavily before a smile graced her lips.

Meanwhile: with Iron Man

Both Tony and the real Lex Luthor flew around the play room, firing blasts at one another. When Tony fired a blast, Lex's shield would deflect it. When Lex fired a blast, Tony's Holo-Shield would protect him.

The two were at a stand still.

Having had enough of this, Lex boosted forward and tackled Iron Man to the ground before throwing him after they landed. Iron Man bounced off the blocky road before planting his feet down to still his movements. He stood upright as Twilight and the others regrouped to join him in battle.

Lex chuckled at the assembled group, "So you beat me copies? Impressive, but you lack the power to stop me!"

"We have something stronger than power, Lex!" Retorted Twilight as she stamped her hoof on the ground. "We have friendship!"

"Well then, let's see if 'friendship' will keep you alive after this!"

Lex boosted forward toward the group, causing them to scatter so they had more room to move. Out the corner of his eye, Lex saw Sonic boosting towards him. He smiled grabbing the hedgehog's face and slamming him into an incoming Mario, sending them both crashing down onto the ground.

Lex then took off into the air and fired multiple missiles from his shoulders, causing everyone to cease their movements and run away from the incoming projectiles. The villain then shot downwards before landing and punching the ground, creating a shockwave that knocked everyone to the floor.

He stood upright before being blasted in the chest by a beam of magic. He recovered and responded by firing a laser of his own, which shattered the shield Twilight had conjured up. The impact sent her flying through the air before landing harshly on the blocky road.

Lex chuckled as he cracked his neck, this was too easy.

But his grin was removed as he was struck from behind by an Explosive Batarang. Turning around, Lex fired another blast from his hands, but Batman rolled out of the way and threw more explosive projectiles at his foe. Lex activated his shield and protected himself from the Explosive Batarangs.

"You hero types are all alike. Even less imposing close up!"

Lex then released a shockwave from within his armor that sent Batman flying through the air.

Once Batman landed, Lex looked around to see that his foes were all beginning to get back up. He folded his arms, time for round two.

They all charged at him.

Lex threw a punch at Batman, but he disappeared in a puff of smoke, which left Lex open for an attack by Mario, who shoulder charged him. As the villain stumbled backward, Sonic took this chance to strike at Luthor with multiple Homing Attacks, distracting him long enough for Batman to reappear in a puff of smoke and kick him in the face.

Lex fell to one knee as Twilight hit him with a Freeze Spell, resulting in Lex being unable to move, try as he might.

As Woody ran up and snatched the Creation Keystone from Luthor's frozen hands, Tony grabbed Buzz's hand and took off into the sky. Once he was high enough, Iron Man began spinning Buzz around in a circular motion as the Space Ranger's wing shot open.

"He's all yours, Space Man!" Tony shouted as he let Buzz go.

"To infinity... AND BEYOND!!!!" Shouted Buzz as he zoomed downward.

Buzz punched Lex in the jaw as the spell wore off, the resulting impact sent the villain soaring down the road and landing in a crumbled heap in front of the roundabout. Buzz stood upright and led the group down towards Lex.

As the group of heroes marched toward him, Lex tried getting back up, only to fall on both of his knees as his armor began to short circuit. It had sustained too much damage in the fight, resulting in it shutting down on its master.

Lex tried getting his armor to move, but it wouldn't budge. He looked up and glared hatefully at the group of heroes. "You can't do this to me! I'm Lex Luthor!!!"

"Buddy," Woody started as we reared back a fist. He then knocked Lex out with a punch to the face. "We don't care."

Woody made a move to try and get his badge back, only to stop when a portal appeared under Lex. Batman dashed forward to stop him, but it was too late.

Lex fell through the portal with the badge in his possession.

He escaped.

The group all looked at each other in worry before Woody looked at the Creation Keystone in his hand. He then walked up to Batman and placed it in his hand, smiling at him before patting his shoulder and walking away.

The Dark Knight placed the Keystone in one of his many pouches and led the group out of the playroom.

They got the Keystone and saved Buzz.

They were done here.

The group returned to the main lobby of Galaxy Toys, where they all saw Rex, Hamm, and the others waving at them with smiles on their faces. While Sonic, Mario, Woody, and Buzz returned the smiles, Twilight, Tony, and Batman couldn't help but think about what had just happened.

Batman and Tony were curious as to what Lex wanted with Woody's badge.

Twilight felt like a failure.

Sure they got the Creation Keystone and saved Buzz, but they lost Lex to a mysterious portal. It was now obvious that Lex was working with Joker, A.I.M., and according to Sonic, this Dr. Eggman. And whoever it was that controlled the androids they kept running into.

Not only that, but that Venom creature was a part of all this as well.

She shook her head, Twilight would have to figure all of this out all the while collecting the remaining Keystones and saving her friends.

"So, Lex got away." Said Sonic, breaking the silence that had been apparent since leaving the playroom.

"Tch, chicken." Mario muttered.

"But we did get the Creation Keystone!" Tony said, trying to look on the bright side of things. When Woody and Buzz turned to him, he elaborated, "Once we take it out of this dimension, you should return to your original reality when this false one ceases to exist."

"Only problem is, we don't know how long that will take." Twilight revealed sadly.

As the others moved to join them, Woody and Buzz looked at each other and smirked before the Space Ranger walked towards them, standing in front of the toys behind him.

"A shame we'll have to stay a little longer..." Buzz said before adding with a smile, "with our new best friends."

Twilight, Sonic, and Mario all gasped while Tony smirked under his helmet. Batman quirked an eyebrow questioningly, this was an unexpected development.

Woody walked over and leaned on Iron Man's shoulder, "After all the adventures we've had, we're not quite ready to say, 'So long.'" He said with a flick of his hat.

Tony's mask slide up as he chuckled heartedly alongside Woody.

Buzz cleared his throat and moved towards Batman, extending his hand towards him as a gesture of friendship. "I'm sorry that I was being so stubborn. Please forgive me." He asked for forgiveness, even though he felt that the Dark Knight wasn't going to accept.

But to his shock, Batman grasped his hand firmly.

"You were looking out for your friends, I can respect that." Batman said with a nod. "It's not a bad thing to be cautious either. It shows that you're smart and are thinking about every possible scenario."

"It also shows that you're paranoid." Sonic said under his breath jokingly.

"I heard that."

Sonic gulped and immediately zipped behind Twilight, "Twi, protect me with one of those shield bubbles!" The hedgehog cried out dramatically.

Twilight giggled at her friend's antics.

Once the handshake between Buzz and Batman ended, Hamm trotted over and said, "Yeah, somebody's gotta be the sensible one, especially since Woody's always gettin' in trouble." Woody pouted at that, enticing everyone to laugh.

Except for Batman.

Batman doesn't laugh.

Woody then stopped pouting and turned to Twilight, asking, "When we return to our original world, will we see you again?"

The unicorn's eyes sparkled as she nodded, "Of course! We'll find your original reality and visit you once this is all over!"

Woody smiled and nodded at that before he led everyone towards the exit. As he walked, he turned to the group and asked, "So, you guys gonna go after that guy in the robot suit?"

"Something tells me we can't join you on that mission." Buzz added.

"That's okay...because you've become part of our hearts." Woody said before kneeling down to Twilight and poking her chest, "So let us become a part of yours."

Twilight leapt in and hugged Woody, to which the cowboy responded in kind. Once the hug ended, a portal suddenly appeared behind the group of heroes. They all turned to face it before looking at one another.

"Looks like our ride's here." Mario said to the group.

Twilight looked to each toy as she thanked them all. "Thank you all, for everything!"

"The pleasure was ours." Buzz responded kindly before he pointed towards the portal, "Now, off you go. To infinity and beyond!"

Batman was the first to leap into the portal, nodding to each of them before he left.

Sonic gave them all a two fingered salute before rushing in after Batman.

Mario leapt into the air, giving them a hearty "Wah Hoo!!!" before following the blue hedgehog into the portal.

Iron Man's faceplate slid over his face as he pointed to the group and nodded as he stepped into the portal.

Twilight smiled and gave them all one last wave before she leapt in after them.

Woody, Buzz, Rex, Sarge and the Army Men, the Three Little Green Men, and Hamm all waved as the portal closed forever. No matter where they ventured to, no matter where they went.

They would always have a friend in them.

Foundation Prime

Exiled's Fortress

Woody's badge floated over to the stone pedestal, sitting nicely next to the Elements of Harmony.

Lex was currently kneeling in front of Exiled's throne, his suit still shut down after his encounter with Twilight and the others.

"You have done well, mister Luthor." Exiled commended, "You retrieved the Foundation Element as you were tasked. Well done." But his tone soon turned dark when he added, "But you have disappointed me in regards to the Creation Keystone. That would have been a valuable asset to my cause."

Lex snarled as he replied, "It's not my fault. You should have warned me Batman and his cronies would be there!"

Exiled stroked his chin in thought, "This Batman is becoming a problem. I wonder..." he refocused his attention on Lex, "Who else was there?"

"Some unicorn, a hedgehog, a guy in high tech armor, and a little red man with a moustache."

Suddenly, Exiled slammed his fist onto the arm of his throne, startling everyone present in the room. "Did you say a unicorn?!"

"Yes. Why?"

Exiled sat back in his throne and tapped his fingers in thought. "So, the prophecy is coming to fruition. Twilight Sparkle has assembled with the other Guardians." The Equestrians all gasped at the mention of their friend's name. "Even now, you try my patience, Starswirl. If the Guardians have assembled, it would be safe to assume that the Titans have awoken as well. Bah! It matters not! An ancient old prophecy won't stop me from achieving my goal. I'm too close to stop now."

He then stood up from his throne as Discord and Bowser entered the Throne Room.

"Bowser, Discord. It is time for you to earn your keep of the multiverse. You will head to the next dimension and retrieve my Foundation Element. If you encounter any resistance, eliminate them. Let nothing stop you. And if you run into Twilight Sparkle and her new friends, destroy them!"

Bowser barked a laugh as he slammed his fists together in anticipation. "Finally! Some action!"

Discord rubbed his mismatched hands together, "Oh, how delightfully chaotic."

Exiled placed his hands behind his back as he reminded the two, "Remember, failure is not an option."

Bowser waved him off, "Don't worry! With us working together, there ain't nothing that can stop us!"

"Be sure that nothing does."

Discord held out his paw as the little Twilight Sparkle puppet appeared in his palm. His eyes glowed red and he smiled sinisterly. He had been waiting for this.

Waiting to get back at her for imprisoning him.

Now was his time to shine.

Now was the time for payback.

"See you soon, Twilight."

Author's Note

Once again, special shoutout to sonicfan05 for the idea of using Woody's badge as this dimension's Foundation Element.

Appreciate ya, man.

17. The Kingdom of Corona (Part 1)

Unknown Earth

Vorton

Twilight leapt through the Gateway as it closed behind her, meeting up with the others as she was the last to arrive. Her mind wandered back to Woody and the others, hopefully they were back in their original reality safe and sound. She was taken out of her thoughts when Batman walked up to the console and inserted the Creation Keystone into the newly revealed slot that had opened when the heroes had returned to Vorton.

Batman inserted the Keystone, glancing up at the monitor above as an image of said Keystone appeared on screen.

"Alright, the Creation Keystone! Nicely done!" The mysterious Gateway Keeper congratulated and complimented the heroes as the image faded away. "Only three Keystones to go!"

"Maybe then you can finally start explaining what's going on." Batman said to the A.I..

"Eh, maybe." The Gateway Keeper replied in a smart tone, irritating the Dark Knight further.

Sonic then took a step forward and asked the artificial being, "So when can we move on to the next dimension?" he then turned to face Twilight and the others, "I don't know about you guys, but I'm in the mood for another adventure!"

"Not only that, but we need to figure out how these villains we keep running into are involved in all of this." Tony added, stroking his chin in thought.

"And why that guy in the robot suit wanted Woody's badge of all things." Mario also added, curious as to why Lex had stolen the badge instead of the Keystone.

"All of that, and more, will be revealed once we regain the Keystones." Keeps replied to the group of assembled heroes. "And to answer your question, Sonic, we can head out whenever you guys are ready. I've already located the next Keystone and the dimension it landed in."

Twilight looked up to the screen and asked, "Anything you can tell us about this dimension?"

"Nothing much to say, I'm afraid. Only that it's pretty peaceful and should be a cakewalk in getting the Keystone back."

"Care to tell us which one it is so we have an idea what we're getting into?" Asked Mario.

"Unfortunately I can't, as I don't know which one it is. Unlike the last one, where it literally created another universe, there isn't really much to go off of." Replied the Gateway Keeper.

"So we're going in blind?" Twilight asked, feeling a little worried that she and the others would have zero idea what they were getting into.

"I'm afraid so. I'm sorry I can't help more."

Sonic sent a smirk towards the A.I., "It's all good, you've been very helpful so far. We wouldn't have gotten this far without you."

The Gateway Keeper felt happy that he could be of assistance. "Thanks. That means a lot. I'll fire up the portal and you can enter whenever you're ready."

Twilight smiled at that before turning around to face the Gateway, which had just ignited with power. She felt butterflies in her stomach, she was only three Keystones away from finding the dimension her friends were in. She was so close to getting them back.

Not only that, but she was also close to helping her new friends find their friends as well. Things were finally starting to look up for the little unicorn. Twilight couldn't help but smile, giggling with excitement at the thought of finding her friends again.

As the group of heroes lined up together to face the swirling Gateway, Twilight couldn't help but feel somewhat whole. She was grateful for the new friends she had made, there was no way she could ever do this on her own. It just goes to show what the Magic of Friendship can really achieve.

With that in mind, Twilight leapt through the Gateway with the others following close behind her.

Why can't I go outside?

The outside world is a dangerous place. You must stay here, where you're safe. Do you understand, flower?

Earth 2145

The Kingdom of Corona

One Year Ago

It was a beautiful starry night in the quiet and peaceful Kingdom of Corona. Birds were nestled up in their nests with their young. Squirrels frolicked about up along the trunks of the trees. The owls were hooting up a storm. And the sky was lit up lanterns floating upwards into the sky.

In the middle of a forest was a very large tower, with a singular room at the very top of it. Where one could remain secluded and alone... forever.

Sitting at the window of the tower, gazing into the starry night sky, was a young girl wearing a pink dress, staring lovingly into the sky. What was most unusual about her was her unnaturally long, blonde hair which trailed behind her.

Rapunzel normally felt lonely, she had no friends nor any contact with the outside world. The only one she had a close relationship with was her mother, who was the one who forbade her from leaving the tower. She said it was far too dangerous for young Rapunzel to venture into the outside. She must forever remain inside the tower.

But only on her birthday, when those lights brighten the sky, does that sense of loneliness fade away to the back of her mind. She feels a sense of wonder, and hope, enter her heart as she gazes into the night sky.

Rapunzel placed a hand over her heart as she thought to herself, "Those lights appear every year on my birthday--only on my birthday. And I can't help but feel like they're...they're meant for me. I need to see them. And not just from my window... In person. I have to know what they are."

She smiled as she sat up from the window and knelt down, resting her elbows on the window still, looking up in wonder and awe as the lanterns continued to float up into the sky.

Someday, Rapunzel would see those lights in person.

Someday.

Present Time

It was a beautiful and lushes day in the Kingdom of Corona, birds were singing, flowers were blooming, the sun was shining down upon the picturesque forest. It was then that a blue portal appeared in a clearing, where Twilight Sparkle, Batman, Iron Man, Mario, and Sonic the hedgehog all jumped out of the Rift.

After planting her hooves on the lushes green grass, Twilight Sparkle looked around at her surroundings with a beaming smile as the Rift closed behind them. This was certainly a change of scenery compared to that of Galaxy Toys. The forest was green and felt alive in a good way, unlike the Everfree.

It really reminded her of home. Of Equestria. Twilight felt her heart sore as she saw all the lively animals frolicking about, the birds soaring over head. It was so peaceful.

Sonic felt the same way, it too reminded him of home. Of Mobius. Part of him wanted to lay back and take a nap of this nice green grass, relax without a care in the world. He was so used to seeing Eggman's cybernetic corruption plague the natural forests and wildlife on Mobius, so seeing something as calming as this was a nice refresher.

Iron Man's faceplate slid up, revealing his face as he took in a deep inhale of air before breathing out with a smile. "Well, this is a nice change of scenery, if I do say so myself!" The billionaire hero said with a smile.

Twilight nodded toward her friend as she began leading the group ahead, "I agree! It sure is a pretty day."

Sonic stretched and placed his hands behind his head as he walked along with the group. "Yeah, the weather is great. It'd be perfect for a picnic." The blue hedgehog replied in a relaxed tone.

Batman, with a stern gaze, then said, "While this dimension appears peaceful, we can't let our guard down. If the Keystone is here, then we can be sure that those androids will be here as well. We have to stay vigilant."

"Awe come on, Bats!" Mario groaned as he looked up to the Dark Knight, "Why you gotta be so melodramatic? It's a beautiful day, everything's peachy. And as far as I can tell, nothing really seems wrong with this place. Let's take the time to appreciate what's in front of us eh?"

Mario just had to open his big mouth didn't he?

They all suddenly heard a scream of fear and panic from behind them, causing them all to stop dead in their tracks. Twilight was the first to turn around to locate the sound of the scream. When she did, she saw a man tumbling down a hill, grunting in pain as he rolled down the steep hill. With a grunt and a final slide, the man fell down right in front of them.

The man wore a dark turquoise vest with a white long-sleeved shirt underneath, coupled with dark cream pants and brown bucket-top boots. He also wore a belt with a similar color scheme around his waist; connected to it was a miniature satchel.

Flynn Rider rubbed his back as he moaned in pain from the tumble he just took. He then looked back up from where he just fell from, where a troop of Soulless Ones jumped down after him. Flynn's eyes shot wide open before he shot back up onto his feet and made a run for it.

As he scampered away, the satchel on his hip flapped with every step. He flailed his arms wildly as he made his way towards the quintet, the troop of Soulless Ones right on his tail. "Make way! Make way! Make way!" He practically begged for them to move so he could make his escape.

While Twilight looked worried for the man, everyone else just had deadpan looks plastered on their faces as they all parted so Flynn could pass them. Once he was in the clear, Iron Man aimed his palms at the incoming troop of androids, his faceplate sliding over his face as he did so.

Twilight lit up her horn as Batman clenched his fists, getting in a combat ready stance as Sonic and Mario shared a fist bump before readying themselves for a fight.

"You really should've kept your mouth shut, Mario." Tony remarked, to which Mario responded by sticking his tongue out at him.

While this was going on, Flynn managed to find a giant rock that looked safe enough to hide behind. And so he did just that! He ducked behind the rock, caught his breath, and peered out at the group.

"It's not like I knew that this would happen!" Mario refuted, adjusting his cap.

Sonic, all the while, shrugged as he was more than happy to stretch his legs. "S'okay. Let's send these guys packing." He said with a cocky smirk plastered on his face.

Seeing this as his chance to make a quick getaway, Flynn smirked as he yelled to the group, "Say, since you five seem to know what you're doing, mind if I leave this one to you?"

Twilight turned her head and gave the scumbag a kind smile, "Yup. We'll take care of them. Go on, skedaddle!" She replied with a kind and genuine smile. She was always willing to help out whenever she could.

Flynn smiled back at the unicorn, "You have my thanks." he then let out a breath of relief as he muttered, "The horse was enough. Don't need any monsters on my trail."

Twilight however had heard what he said. With a cross look on her face at the derogatory term towards her kind, Twilight turned her full body to face the man and asked through gritted teeth, "The what was enough?"

Flynn, knowing that he messed up there, peered back from around the rock and replied, "Oh, nothing, nothing. Name's Flynn. Flynn Rider." He introduced himself before pointing towards the incoming androids. "Ohh! Watch out, they look mad!" As Twilight turned back around, Flynn slowly began creeping away, thinking that he was being sneaky. He didn't however, escape the gaze of Batman, who eyed the man suspiciously as he slowly sleeked away. "Slowly... Slowly... Outta here!" He ended loudly as he ran away as fast as he could.

Batman frowned. He would have to keep an eye on him.

But he could think about that later, right now they had androids to fight!

The Soulless Ones made the first move, dashing forward with an intent to kill. Responding in kind, Batman threw down a Smoke Pellet, clouding the five heroes in a puff of smoke. Confused, the Soulless Ones ceased their movement, only to be sent flying by an explosion of magic bursting from the ground they stood upon.

As they ascended into the air, Sonic emerged from the smoke in a spinning ball of speed. He dashed through one of the androids before uncurling behind another. He then kicked it down to the ground, to which it exploded on impact.

As the blue hedgehog descended down, Iron Man fired a barrage of missiles from his back, blowing up multiple Soulless Ones as Mario leapt into the air. From behind him, he took out a small, wooden hammer which expanded in size before being large enough to wield.

He then raised his wooden hammer overhead and smashed an android down to the ground, blowing it up in an explosion of red particles.

As the final Soulless One fell to the ground, Batman removed his Grappling Hook and fired it at the android. Before it could react, it was pulled towards the Dark Knight against its will. It let out a shriek before Batman punched a hole in its visor, the resulting damage to it blew up the rest of its body in a cloud of red particles.

Once the coast was clear, Twilight stepped out of the smoke as it began to dissipate. The light from her horn died as she looked around for any signs of Flynn. She looked all around as the others made their way towards her, hoping to find out why the androids were so interested in him.

She turned to the group with a confused look on her face, "Where'd Flynn go?" she asked.

Sonic smirked like the smart alec he was known to be, "He skedaddled." he replied, playfully poking fun at the term she used earlier which made the unicorn blush in embarrassment.

Mario turned around and directed the group towards a clearing with rocky hills on each side. "I think I saw him go that way."

"But that way just leads to a dead end." Tony stated the obvious to the group, not seeing how Flynn managed to escape through a clearing that leads to nowhere.

Batman frowned, something wasn't right. Why would the androids be chasing him in the first place, matter of fact, he seemed very eager to get away from something. From what he gathered in their brief encounter, Rider seemed to be running from something other than the androids.

Every dimension they have visited so far those androids have been either related or after the Keystone in that specific dimension.

This required further investigation.

With that in mind, Batman firmly declared, "We should investigate this." When everyone turned to the Dark Knight in confusion, he clarified, "Every time we've seen those androids, a Keystone is never that far behind them. If they were chasing after Rider, then he must know something about the Keystone hidden in this dimension."

Iron Man looked down in thought, "That's a strong possibility." He concurred before looking up and nodding at his brooding ally, "I agree. We should find Rider and see what he knows about the Keystone."

Twilight smiled and pranced towards the front of the group, "Then what are we waiting for? Let's find Flynn and see what he knows!" With that, she galloped forward, leading the group towards the clearing in the distance.

But unbeknownst to them, a pair of yellow, mismatched eyes suddenly appeared on the trunk of a tree behind them. With a dark chuckle, the set of eyes suddenly popped out of existence.

Discord would get to have his fun... Eventually.

A few moments later

After making their way towards the clearing, the five heroes searched around for any sign of Flynn Rider, hoping to get some answers out of him as to why the Soulless Ones were chasing after him in the first place. But alas, their search was for naught, as they found nothing.

"He couldn't have gone this way." Mario deduced from their search as he continued to look around.

Sonic approached a rocky hillside with a patch of leafy vines covering it. "Well, at least he got away safe. Right?" He said hoping to shine some good new on this situation. He tried leaning back against the vines, only to fall right through them. While Twilight and Mario snickered at Sonic, Iron Man groaned in annoyance as he made his way towards the vines, spreading them apart with his hand.

"Secret passage way." Tony sighed before turning to the rest of the group. "Indiana Jones much?"

"I was thinking more along the lines of Daring Do." Twilight replied as she and the others made their way towards the secret passage.

Tony meanwhile, continued to hold open the vines. "Right this way, madam." He said as Twilight trotted through.

The unicorn rolled her eyes before looking down to see Sonic rubbing the back of his head. She offered her hoof to help him to his feet, which he accepted without hesitation. Once the hedgehog was on his feet and everyone else had entered the passage, they all traveled together with Tony's suit acting as a source of light to guide them through.

They walked through the cave until they emerged into a small valley with a lone tower standing in its center. It was made mostly of brick, and had vines running along its side indicating that it must have been there for years. Behind the tower was a waterfall that runs over the mountainside into a small pond that glistens in the sunlight.

Twilight stared in awe with wide eyes, it was beautiful. It really reminded her of the towers in Canterlot.

The silence was broken when Mario said, "Why can't Bowser put Peach in castles like this?"

Meanwhile: inside the tower

Flynn couldn't catch a break today.

First it was the horse. Then it was monsters. Now this!

He was currently strapped to a chair by yards and yards of golden hair. He struggled to try and get free, but it was for naught. He was trapped. Flynn ceased struggling and raised an eyebrow as Rapunzel revealed herself from the shadows wielding a ferocious weapon.

...A frying pan!

Flynn takes this opportunity to try and sweet talk her, "How you doing?" he asked in a suave tone. No response from Rapunzel. He tried again. "The name's Flynn Rider." Nothing. "How's your day going? Huh?"

Rapunzel was unfazed and decided to brandish the frying pan, making Flynn wince in fear. "Who else knows my location, Flynn Rider?"

"All right, hang on, Blondie."

"Rapunzel."

"Gesundheit." He replied without missing a beat. "Here's the deal. I was in a situation, gallivanting through the forest when I stumbled upon a--" He trailed off as his eyes went wide with realization. His satchel was gone! Where the heck was it? "Oh! Oh no no! No no no! Where is my satchel?"

As he looked around frantically from his seated position, Rapunzel simply smirked in victory, "I've hidden it. Somewhere you'll never find it." She then began walking around Flynn, brandishing her frying pan as she began her interrogation. "So, what do you want with my hair? To cut it?" She asked as her hair twisted around Flynn's legs.

"Wha--"

"Sell it?"

"No!"

She stops moving around and faces Flynn with a look of confusion on her face. "Wait. You don't want my hair?"

"Why on earth would I want your hair?!" Flynn screamed exasperatedly before taking a deep breath and continuing, "Look, I was being chased, I saw a tower, I climbed it, okay? End of story."

Rapunzel looked him over hesitantly before a tiny green chameleon suddenly emerged onto her shoulder, narrowing his eyes at the sight of Flynn. The chameleon looked back at Rapunzel, uncurling his tail and motioning with it, pointing toward the door to her right. She walked over, and Flynn, once again, struggled to escape his binds. After convening with her chameleon, Rapunzel placed him back onto her shoulder.

"Okay, Flynn Rider. I'm prepared to offer you a deal." She said cryptically.

Flynn raised an eyebrow, "A deal?"

"Look this way." She commanded as she pulled on the chair, twirling him around, and toppling him and the chair over. She stepped atop the fireplace and asked, "Do you know what these are?" She then pulled apart a red curtain where a mural of the floating lights had been painted on the wall.

Flynn looked up from his squished position on the floor and asked, "You mean the lantern thing they do for the princess?"

"Lanterns?" Rapunzel mused before brightening up in glee, "I knew they weren't stars." She then recomposed herself and looked down at Flynn. "Well, tomorrow evening they will light the night sky with these 'lanterns'." She then pointed at him with the frying pan and declared, "You will act as my guide, take me to these lanterns, and return me home safely. Then, and only then, will I return your satchel to you. That is my deal."

"Yeah... No can do. Unfortunately..." Flynn struggled to say as he used his fingers to lift himself up, managing to flip the chair onto its side. "...the Kingdom and I aren't exactly "simpatico" at the moment," he revealed with air quotes. "So I won't be taking you anywhere."

The chameleon made its appearance once again and locked eyes with Rapunzel, making a punching motion with his front legs. She put down the frying pan and jumped from the fireplace, gathering the strand of hair attached to the chair into her arms. "Something brought you here, Flynn Rider." She started as she tugged on the strand of hair, getting the chair to stand up. "Call it what you will: fate, destiny..." She listed off as she walked forward, gripping at her hair with each step closer. "So I have made the decision to trust you."

"A horrible decision, really." Flynn said sarcastically.

"I am serious." Rapunzel said as she pulled again, leaning the chair forward before she catches it, her face inching closer to his.

Flynn cleared his throat before summarizing, "Let me get this straight. I take you to see the lanterns, bring you back home...then you'll give me back my satchel?" When the blonde haired girl stared at him intently, he looked away as he began to think to himself. "Oh, what to do? I cannot let her find that tiara. Okay, just think... I need the satchel and Blondie has it. There might be more monsters out there... I've got it! The three strangers in the funny outfits and their two pets. They looked tough enough to come in handy."

With that thought in mind, Flynn looked back to Rapunzel and smirked, "All right fine, I'll take you." Rapunzel smiled brightly. "But on one condition!" Her smile turned to a look of confusion. Flynn gave her a suave look before he revealed his one condition. "My five sidekicks come along."

Meanwhile

"Discord, I'm howlin' at the moon, and sleepin' in the middle of a summer afternoon" The draconequues hummed to himself as he suddenly popped into existence on the deck of an airship. He placed his mismatched hands behind his back as multiple Koopas and Goombas walked past him, eyeing him curiously. "Discord, whatever did we do? To make you take our world away?" He continued to hum before reaching the bow of the ship, where Bowser was waiting for him.

The Koopa King turned and smiled evilly at his ally's arrival, "Ah, Discord! I assume you found it?"

"You'd be right, Koopazilla! I know exactly where it is!"

"Then what are we waiting for? Snap your claws and get it!"

Discord rolled his eyes, "But where's the fun in that?" He whined before smiling evilly, "It would be too boring to just take it! We need to have some fun! And what better form of fun is there..." he snapped his talons, summoning two sock puppets of Twilight and Mario, "...than messing with our enemies?"

Bowser was stumped for a moment before grinning like a kid in a candy store, "What did you have in mind?"

The sock puppets disappeared as Discord's eyes turned to slits and glowed a menacing red, "Oh, trust me when I say that what I have planned..." he then opened his right paw, revealing the Elemental Keystone in his possession,"...will be simply chaotic!"

18. The Kingdom of Corona (Part 2)

Earth 2145

The Kingdom of Corona

Twilight looked on in awe, she never thought that she'd find a tower in the forest of all places. It looked majestic and yet, felt like it belonged here, like it wasn't out of place. She looked to see the others also admiring the tower and giggled lightly, she enjoyed these moments with her new friends.

Sonic had an impressed smirk on his face as he rested his right hand on his hip. Mario looked on with a smile as he raised his cap slightly to get a better look at it. Tony's faceplate had slid up, revealing his smiling face. Although he was probably thinking about how he could Stark it up.

Batman just stared with his usual scowl.

Twilight inwardly sighed. Typical.

While it was true that she had become closer with the Dark Knight of Gotham, she also knew that she had a long way to go before he even considered her a friend. She hoped that eventually he would reveal exactly who he was underneath that mask.

But that wouldn't happen for a long while. Maybe it would never happen.

She shook her head clear of those thoughts and brought her attention back to the mysterious tower. Just what was it doing here? Why was it here? There were so many questions flowing through Twilight's mind, each of them just begging to be answered.

Was it somehow related to the Keystone?

"Well would ya look at that!" The sudden voice of Sonic the hedgehog broke her train of thought, enticing her to turn her head and face him as he stared at the tower. "Who would've thought that a tower of all things would be sitting there in the middle of the forest."

A smile tugged on Twilight's lips as she replied to the hedgehog, "Let's go check it out!"

Mario shrugged in agreement, "Eh, why not? Who knows, maybe the Keystone is up there?" He suggested hopefully, although he doubted it.

"It won't hurt to go and investigate." Said Batman.

"Then what are we waiting for?" Tony asked impatiently as his mask slid over his face. "Let's go meet the neighbors."

A few moments later

As the group of heroes neared the base of the tower, they all saw Flynn climbing down the stones on the outside with a pair of arrows. He paused his movements, resting for a moment, when Rapunzel suddenly flung her hair down out the window, rappelling herself down the tower. Once she neared the bottom, she stopped all of a sudden before she hit the ground. Slowly and carefully, she extends a bare foot to the warm grass beneath. She took in the feeling of her first taste of earth and let go of her hair before kneeling down, feeling the ground under her hands.

"It's so soft!" She whispered in awe as she felt the grass beneath her hands. She then looked up from the grass to see several dandelion seeds fly into the wind before her. Smiling a smile so wide, she stood up and declared happily, "I'm free... I'm really free!" before chasing after the dandelion seeds, not even noticing the five heroes as she ran past them.

The group looked on at the sight questionably before Sonic and Twilight dart over towards Flynn, who had just made it to the bottom of the tower. "Flynn, good to see you in one piece!" Sonic said to the panting man as the others walked over to join them.

Hearing the familiar voice, Rider turns around and smiles broadly before walking over to them, "Guys! You're here, and just in time."

The group then hear the sound of water splashing and turn to see Rapunzel had entered the pond. She laughed as she stepped over the small stones lining the bottom of the pond.

Curious, Twilight turned back to Flynn and asked, "Oh... Who's she?"

Still having not noticed the group, Rapunzel took a handful of water and splashed it upwards with a shout of glee and loud laughter.

Flynn rubbed the back of his neck sheepishly before answering, "Uh, that would be Rapunzel. Something tells me this could be her first time outdoors. Give her a few minutes to get used to it."

Batman found that hard to believe, but said nothing.

That being said, Twilight's eyes widened at the news of Rapunzel's lifestyle. "First time ever?" She asked, to which Flynn responded with a nod.

Rapunzel basks in the sunlight as she says happily, "I can't believe I did this!" But that happiness quickly slipped away as the reality of the situation hit her like a semi-truck. She grasped her head and once again said, "I can't believe I did this." But then the happiness returns as she screams with joy, "I can't believe I did this!"

The heroes and Flynn looked at the odd display with mixed emotions. Some were of concern, some were of impatience. And some were just weirded out by it.

Rapunzel slumped forward as she began to think about what her mother would think of this development. "Mother would be so furious if she knew I disobeyed her and left the tower..."

Twilight and the others felt like they were gonna be here a while.

Rapunzel, currently sitting on a rock and holding a flower, continued to reassure herself, "But that's okay--I mean, what she doesn't know won't kill her... Right?"

She was currently sitting in a cave, holding her knees to her chest with tears in her eyes. "Oh my gosh. This would kill her."

She didn't even notice Flynn and Batman standing at the entrance of the cave, shaking their heads.

Rapunzel ran through the grass, kicking up leaves as she galivanted across the green foundation. Twilight giggled at the display while Flynn rolled his eyes.

"This is so fuuuuuun!"

"I am a horrible daughter. I'm going back." She declared in a devastated tone as she leaned her head against a tree.

She was then performing cartwheels down a hill, rolling through the flowers exclaiming, "I am never going back!" before she fell down and wrapped herself in her hair.

"I am a despicable human being." She moaned as she lay face first on the ground.

Sonic was just simply relaxing against the tree, his hands wrapped behind his head while Flynn pouted like a child, wanting to get a move on.

Rapunzel swung around the tree, holding onto her hair like a tire swing, "Best. Day. Ever!" She declared as she swung around the base of the tree.

She was then seen sobbing into her hands at the base of the tree, still unbalanced in regards to her emotions about all of this. Having had enough, Flynn, Twilight and the others walked over to her to see if they could get going.

"I notice you seem a little at war with yourself here." Flynn observed.

Sonic snickered, "A little?"

"More like a lot." Mario also snickered.

She stopped crying and turned to see them. She gasped in shock before standing up and holding out the frying pan toward them. "Stop right there! Who are you?"

They all looked unimpressed.

"Seriously?" Tony asked before he gestured to him and his teammates, "We've been here this whole time! Do you have no peripheral vision or are you just blind?"

Flynn chuckled as he got in between them, "And besides, I told you already: my sidekicks."

"SIDEKICKS?!" The group exclaimed together. This was the first they were hearing of this.

Ignoring them, Flynn said, "May I introduce, ehh..." He started but trailed off, realizing that he never got any of their names.

Deciding to help out a potential new friend, Twilight stepped forward and placed a hoof on her chest. "I'm Twilight Sparkle."

"The name's Sonic! Sonic the hedgehog!"

"I'm-a-Mario!"

"Tony Stark: Billionaire genius."

"I'm Batman."

Once they introduced themselves, the chameleon named Pascal, appeared from under Rapunzel's hair, eyeing the group as he remained skeptical of them.

"Twilight, Sonic, Mario, Tony... Batman." She listed off their names before lowering the frying pan, "It's...nice to meet you. I'm Rapunzel."

"Yep. My sidekicks." Flynn declared before he was grabbed by the shoulder by a less than happy Batman.

He spins him around and glares directly into Flynn's eyes, "I'm losing my patience." Batman growled darkly. Flynn gulped as Batman continued, "We want answers, Rider!" He sneered as he leaned in close to Flynn's face, "Why were those androids following you?"

"I-I don't know!" Flynn whispered back harshly, trying to escape Batman's grasp.

He failed miserably.

"Do. Not. Lie to me." Batman snarled.

"Look, she really wants to see the lantern show tomorrow night. Now, I'm a nice guy, so I've decided to help her. Only problem is those monsters might show up again. I can get her to the Kingdom--but you guys are clearly more cut out for combat." Flynn whispered back, hoping that would satisfy the bat.

It did not.

"Talk!" Batman suddenly shouted, causing Rapunzel to take a step back in fear. Twilight was also startled by this, why was Batman doing this? This wasn't what heroes do, at least not in her eyes. "Or I'll break every bone in your body!"

Flynn was sweating beads now as he stammered, "L-Look, how about this?! I-I'll tell you e-everything I know if you help me with this little Rapunzel situation I got going on! After that's settled, I'll tell you everything! I swear!"

Batman continued to glare before he shoved him away, sending Flynn to the floor. The Dark Knight glared at the thief before walking to the back of the group. Twilight stared at him wide eyed. What was that? Why was no-one else reacting to it?

Sonic rolled his eyes, clearly thinking about a brooding counterpart back in his home dimension.

Mario looked away, whistling a happy tune.

Tony looked at the man in pity. "Should've just told him what he wanted to know." He thought to himself.

Twilight turned to look at Rapunzel, who looked a little frightened by the display but seemingly calmed down as Flynn got back up to his feet. The unicorn frowned, she was definitely going to confront Batman about this later.

Flynn dusted himself off, "Right, now that that's settled..." He turned to Rapunzel and gestured for her to follow him. When she and Flynn began walking, the group of heroes followed close behind.

"So! I guess we're bodyguards now." Sonic stated with a roll of his eyes.

Tony began to ponder, "It's weird. Usually I'm the one being body guarded, not the other way around." He then turns his head to the rest of the group as they continue to walk along, "But at least this way we can get some answers. And we might be able to find the next Keystone in the Kingdom Rider is leading us to."

"I'd say that's a safe bet." Mario agreed.

It was then that Sonic noticed that Twilight hadn't said a word since they got moving. Worried for his friend, he nudged her with his elbow and asked, "Yo? You good, Twi?"

She didn't answer him, but when she eyed Batman unapprovingly, Sonic got an idea what was wrong with the unicorn.

Batman, however, took notice and said, "If you have something to say Twilight, then say it." He clearly wasn't in the mood for this.

Taking up his suggestion, Twilight said in a disapproving tone, "I don't like what you did to Flynn back there."

"That's nice. I don't care."

"You can't just do that to somepony, Batman!" Twilight reprimanded the Dark Knight, clearly unhappy with what has transpired. "It isn't right!"

"Clearly I can." Batman responded, not really caring what Twilight thinks of his methods. He's been doing this line of work for a long time. He knows a criminal when he sees one. "I can also tell when someone can't be trusted. And Flynn Rider cannot be trusted. He's hiding something, otherwise why would those androids be hunting him down?"

"You don't know that! How can we even hope of completing this mission when there's no trust? Friendships are made by forging new bonds, not violently interrogating our potential allies! And how do you know Flynn's a criminal? Huh?! He could just be a civilian who was in the wrong place at the wrong time!"

Batman, knowing that he was right and that she was wrong, decided to end this disagreement by declaring, "I knew you were naïve, Twilight. I didn't think you were stupid." With that, he walked right past the stunned mare, who's mouth was mimicking a goldfish before it turned into a frown.

She continued to scowl at the Dark Knight of Gotham as she moved along. Behind them, Mario, Iron Man, and Sonic just looked at the pair in silence.

Said silence was broken by Sonic, who muttered, "Awwwkward."

"You said it."

Sometime later

It had been quite sometime since the group decided to head out to take Rapunzel to the Kingdom, with the word of Flynn Rider that he would explain why the Soulless Ones were chasing after him after they helped him get Rapunzel to see the lanterns.

And during that time, Twilight had been scowling at Batman for his intense interrogation tactics.

Batman continued to ignore her.

Sonic, Mario, and Iron Man could feel the animosity between the two of them, and they could see both sides of the story. On one hand, Batman really didn't have to manhandle Flynn like that... or threaten him either. But sometimes in their line of work you had to resort to those kind of tactics.

Tony did it from time to time, although not to that extent.

Even Sonic had to threaten Robotnik on occasion whenever he crossed the line when it came to his friends.

Mario not so much, but he did get it.

On the other hand it seemed that Batman was growing slightly impatient in not being able to find their missing friends. They had spent a lot of time jumping from universe to universe on this wild goose chase. But it was the only way they were going to get their friends back.

Sometimes interrogation methods of that caliber are necessary to get the job done.

It seems that Twilight has yet to learn that when it comes to being a hero.

The group hadn't encountered any Soulless Ones during their travels as of yet, which was a good thing. But it was also very suspicious. Where had they gone? Why were they after Flynn in the first place? What was their end goal?

All of these questions flooded through their minds. Well except for Flynn and Rapunzel's of course. Rapunzel was busy taking in the world around her.

Flynn just wanted to get this done.

The group had managed to make it pretty far through the forest, reaching a patch of wildflowers in a clear area of the forest where the sun was allowed to shine down upon them. But something caught Rapunzel's curious eye as they stopped in the small clearing.

"Oh, look. What is that? It's so fluffy!" The long haired girl asked excitedly as she rushed over to investigate.

There, sitting in the middle of the clearing, was a pink ball of fluff. Rapunzel rushed over and began to touch it, her fingers grazing the surface of it.

Flynn looked on curiously as he stroked his chin with his index finger and thumb, "Huh. Never seen that before."

Behind him, Iron Man and the other looked on curiously as well, trying to determine whatever the ball of pink fluff could be. Batman activated his Detective Vision to try and scan it while Iron Man raised his hand towards the odd ball of fluff, also scanning it.

As they scanned the ball, Sonic and Mario looked over to see Twilight looking at anything other than Batman. It was pretty obvious that she was still mad about being called naïve and stupid, but it was something else too. Maybe she just wasn't used to seeing such brutal tactics being used by a hero.

Then again, this wasn't Equestria.

Once the scans were done, Batman turned to Tony with a confused expression on his face, "I'm assuming you got the same result?"

Tony nodded, "Yep." He replied before asking his A.I. companion, "J.A.R.V.I.S. are you absolutely sure that this is correct?"

"Without a doubt, sir. The scan confirms, no matter how preposterous it is, that the ball of unknown substance before us is made out of none other than Cotton Candy."

Tony nodded and the explanation before turning to the others and shrugging, "I guess balls of Cotton Candy that grow in the middle of the forest are a thing here?" He guessed while the others looked at him oddly.

But that last sentence managed to get Twilight's attention. "Cotton Candy?" She repeated before her eyes suddenly widened in alarm. "No! It can't be!" She inwardly thought before reaching out a hoof to Rapunzel and screaming, "Rapunzel, get away from that!!!"

But as Rapunzel turned her head around to see what Twilight was screaming about, a pair of yellow, mismatched eyes suddenly opened on the face of the ball of fluff.

"Hi there!"

Rapunzel turned back and screamed, scurrying back as Twilight galloped to her side. The ball of Cotton Candy began to rise up into the air, turning into a tornado of Cotton Candy colored goodness before exploding, sending chunks of the delicacy all over the clearing.

There, laughing his head off in delight, was Discord!

(Play until 3:12)

Discord hovered above the group, holding his stomach as he continued to laugh his head off... quite literally as it popped into multiple strands of confetti before popping back into existence. As the Draconequues continued to bellow with laughter, the group of heroes and Flynn rushed to Twilight and Rapunzel's side.

Tony aimed his Repulsor Rays at the Draconequues and asked, "Okay, this is getting ridiculous! Who the hell is this?"

"Ah ha ha ha ha ha ha ha!!! Y-You should s-see you fa-a-a-ace!!! Ah ha ha ha ha ha ha ha ha!!!" Discord said between laughs as he pulled Twilight's mane from out of nowhere and wiped his eyes before tossing it back into the mare's face. "P-PRICELESS!!!"

Quickly checking to make sure her mane was back on her head, Twilight glared upward at shouted, "Discord?!"

"That's my name! Don't wear it out!"

"B-But we sealed you back into stone!" Twilight exclaimed, confused as to how Equestria's greatest threat managed to escape the confines of the prison her and her friends sealed him in. "H-How are you here?!"

Suddenly appearing at her left with his lion arm wrapped around her neck, he pinched her cheeks and said, "Oh, Twilight! You saw how successful I was my last time being free! Of course they had to bring me back for a sequel!" He then disappeared in a flash as Twilight suddenly found herself sitting in a chair with a pointy, white hat with the word 'Dunce' written on it on top of her head. "Honestly for someone so smart, you can be kind of slow sometimes. Well then again you had to study how to make friends."

He reappeared in front of the group with a quill and parchment in his talons.

"Dear Princess Celestia:

Today I learned that I'm an antisocial loser who's incapable of making any friends because I only care about kissing your big, fat plot! I freak out over the tiniest of things because if they're not exactly how I wrote them on my checklist, then my OCD kicks in and I spaz out over a friendship report of all things! I can't go one day without giving somepony a lecture while acting that I know better than they do! Gee, I wonder why I don't have any friends!

Bleh, bleh, bleh!

Your Special Ed Student: Twilight Sparkle"

The parchment suddenly exploded in a swarm of pineapples with wings, flying away as Discord shoved the quill into his ear, grinning evilly at the unicorn beneath him.

Twilight shook off the 'Dunce Hat' and glared angrily at the Spirit of Chaos and Disharmony while the others looked on, piecing together that this thing and Twilight had a history.

"Yo, Twi! Mind introducing us to... Whatever this thing is?" Sonic asked with a cocky smirk.

Discord grinned madly as he set his sights on the ensemble of heroes before him, "Ah, the main cast! Let's see what we're working with!" He exclaimed happily as he summoned a pair of glasses on his face, studying his foes intently. "First off we got the blue boy! Maurice!" When Sonic looked at him questionably, Discord took off his glasses and pondered aloud, "Wait, is that canon? Bah! Who cares!" He threw his glasses behind him, resulting in an explosion going off behind him.

He then snapped his talons, making Sonic disappear in a puff of smoke, reappearing looking slightly different. Discord proceeded to do this multiple times as he muttered to himself, "Let's see... SatAM... Boom... X... Underground... Adventure... That weird one with the chicken robot and the drill robot. Although I gotta say that show was quite chaotic, highly recommend! What else... 2020 Movie... 3D Blast... Oh my lord, look at those teeth!!! Those calves!!! My eyes!!!"

"PLEASE STOP WHAT YOU'RE DOING!!!" Sonic practically pleaded as he was suddenly switched back into his normal appearance.

Discord shrugged as he said, "Meh, Jason Griffith sounded better." Before he moved onto the other heroes. "Ah, Tony Stark, the hero with the drinking problem! Batsy, the brooding loner! Joker says hi. And lastly we have Jump Man himself, Super Mario! Wow, you're short!"

"Enough Discord!" Twilight shouted, having not missed Discord's constant shenanigans. "Whatever you're up to--"

"What? You're gonna stop me, right?" Discord finished for her in a bored tone before leaning forward and pointing to her head, "Hate to break it to you, Sparky, but you seem to be lacking in the jewelry department."

Her eyes widened in realization, "...The Elements..."

"That's right! As you probably should've already figured out, but haven't since you're dumb, you don't have the Elements or your annoying friends by your side!" He then let out a dramatically fake gasp before smiling, "You can't stop me!"

Twilight looked down in hopelessness, tears welling up in her eyes as she began to feel alone. That is until a gloved hand touched her shoulder. She looked to her left and saw Sonic standing there with a kind and reassuring smile on his face. Twilight brightened, smiling back at her friend.

Sonic set his sights on Discord, "She may not have her Elements or whatever, but she's still got a group of friends backing her corner."

"Ugh, gaaag!" Discord heaved before waving him off dismissively. "I've heard that speech before, it's getting old! Besides, I'm the Spirit of Chaos and Disharmony! I'm a literal God of Chaos, how can you hope to stop that, huh?"

Sonic shrugged, "I've faced my fair share of Gods before."

"But none like me!"

Twilight, surprisingly, wasn't deterred by Discord. "I'm not going to let you get to me again, Discord! I'm not alone! I have friends by my side! And we won't stop until we defeat you and seal you back in stone!"

Discord was not amused. "How boring." He said before raising his talons, "Let's change that up, shall we?" He snapped his talons, summoning a small squadron of Soulless Ones from out of nowhere. The group got ready to fight as the Draconequues closely inspected his nails. "Now I must dash! There's lots to do, lots of chaos to spread, yet not enough time in the day, y'know? Besides I'm pretty sure McSnurtle the Turtle is getting bored without me, so until then..." He smiled mischievously at Twilight as he waved, "Toodles!"

With that, Discord disappeared with a snap of his talons.

As the Soulless Ones moved closer, Batman turned his head to face the still very frightened Rapunzel, "Take cover! Now!" She nodded and ran back to Flynn, throwing her arms around him and using him as a shield.

At first Flynn was surprised, but then a thought struck him. This was his chance. An out! He smirked before saying, "All right, I hate to say it, but I'm lettin' you outta this deal."

Her grip loosened, allowing him to turn and face her.

"What?"

"It's way too scary out here. Let's just turn around and take you home." He said with faux concern as he tried getting her to move away, but to his surprise, she whirls around and punches him in the chest.

"No. I am seeing those lanterns." She said with conviction before gathering up her hair in her arms and making her way back towards Twilight and the others.

Once she reached them, Twilight turned to her in surprise, "Rapunzel?"

She looked down at the unicorn with a look of determination all across her features. "It's okay. I'm not afraid to face them."

"Um, that's probably not a good idea." Iron Man said as he aimed his hands at the group of androids. "I mean, all she has is a frying pan for crying out loud!"

"No time to dwell on it now!" Batman said as the Soulless Ones drew closer. "We've got incoming!"

Twilight looked up at Rapunzel once more and smiled reassuringly, "Don't worry! Just stand by me and I'll use my magic to protect you."

"Here we go!" Mario shouted as the Soulless Ones dashed forward, commencing the fight.

Meanwhile: in the Tower

"Rapunzel!" A frantic voice shouted as she entered Rapunzel's room in the tower, searching for any signs of her.

The woman had curly black hair and gray eyes. She wore a shiny dark magenta dress with a black cape.

Mother Gothel scrambled around the room in desperation, searching around frantically for Rapunzel. When there was no sign of her, she frantically tore down the curtain covering the window, but found that no one was there. She clutched her face in terror before a glint of light caught her eye from beneath the stairs. She walked over slowly and cautiously before opening the bottom step, pulling out a satchel. Flynn's satchel! She reached into the satchel before she removed a sparkling tiara and at the sight of it, she dropped it in fear. Terrified, she turned her attention back to the satchel and dug further in the bag. She then took out a Wanted poster for one Flynn Rider.

"Missing someone?"

Whirling around at the sudden voice, Mother Gothel asked, "Who's there?!" She looked all around the room for any sign of another person being there.

But she found no-one.

"Look behind you."

She turned around and fell back onto her butt at the sight of a grinning Discord. She scrambled backward in fear as he floated before her.

"She's such a precious gift." Discord complimented, referring to Rapunzel. "Allow me to assist you in getting her back." His smile grew devilishly before he pointed to the tiara, "All I ask for is that tiara."

Gothel turned at looked at the tiara in confusion before Discord continued.

"Of course I could take it myself and be done with it. Buuut I've been sealed in stone for a few moons and I really need to stretch." He said as he cracked his back. He stiffened and stroked his goatee, "Plus I don't think Bowser would appreciate me ruining his fun either, so there's that." Discord landed and walked over to the cowering Mother Gothel, his lion paw hovering over her head. He then poked the top of her head, causing her eyes to be engulfed in a swirling motion of colors, slowly but surely, falling under Discord's control.

The only sound heard in the Tower, was Discord's deep laughter.

Back with the heroes

Twilight grabbed the final two Soulless Ones with her magic and raised them into the air, holding them in place as Sonic dashed right through them with a Spin Dash. Once they disappeared into red mist, the hedgehog uncurled and landed in the soft, green grass.

"Whew! That was a workout!" Sonic expressed as he rolled his shoulder backwards, making his way back to the others as they reconvened under the sunlight.

Iron Man turned his head around to face a tree. More specifically, a certain thief hiding behind said tree. "And thanks for the help, Flynn!" He thanked sarcastically before adding, "Real team effort!"

Flynn Rider leaned his body away from the tree and slowly made his way over to the group. "H-Hey, no problemo!" He said, rubbing the back of his head sheepishly.

Twilight giggled at the man's sheepishness before something caught her eye. She turned her head and saw that Batman was kneeling on the ground, picking up a strange, foreign object that she had never seen before. She frowned slightly, she was still angry at the Dark Knight over how he handled the situation with Flynn.

She was also hurt at how Batman called her naïve and stupid. Sure they had only known each other for a short time, but she thought that he had more respect for her than that. It was then that her eyes widened as a realization struck her like an Ursa Major.

This was her first Friendship Problem between her and Batman!

"Okay! Breathe, Twilight." She thought to herself as she took in slow, deep breaths. "You didn't expect to have a Friendship Problem this early with one of your new friends, especially at a time like this. But it's okay! We'll get through it, and it will make the perfect letter to Princess Celestia when this is all over."

She was taken out of her thoughts by Batman, who had walked over and and said, "I found a Motherboard from one of the androids. We can use this to figure out what they are, and what they want." He then turned his sights onto Twilight, "Now, who was that?"

Twilight sighed as the memories of her and her friends being corrupted by Discord flashed back in her mind. "That was Discord. He's the Spirit of Chaos and Disharmony. His one purpose in life is to cause as much chaos as possible, disrupting the natural order of things. He can basically do anything with a snap of his talons. He can't be defeated by normal means, only sealed within stone by the Elements of Harmony."

She then gazed up at the sky in wonder.

"But there seems to be no form of Chaos Magic in the air whatsoever. Which is unlike him, since he'd normally relish in the chance to spread chaos wherever he goes." She said aloud, tapping her chin in thought. "So why are there no candy colored clouds raining down chocolate? Where are the upside down floating houses?"

It was then that Flynn decided to pipe up, "Ummm, I don't mean to interrupt... whatever it is that you're talking about. But we should get moving, y'know, before the sun sets." He suggested as everyone focused on him.

Rapunzel nodded eagerly, wanting to see the lanterns as soon as possible. While she had no clue what was going on in regards to Discord, she was still excited to experience the outside world for the first time in her life.

Mario gestured for Flynn to proceed, "Alright then, let's-a-go." He said simply before Flynn nodded and began walking alongside Rapunzel. The two led the group further into the forest, but while her mind was focused on any threats that may be watching them, Twilight was also focused on Discord.

He was right about one thing, they didn't have the Elements this time.

So how are they going to be able to stop him?

A few hours later

It had been a few hours since their encounter with Discord. Surprisingly things had been calm, y'know given the fact that the literal embodiment of chaos was flying around somewhere in this dimension. Aside from a few encounters with some Soulless Ones, things have been rather calm and serene.

Twilight had tried to talk to Batman on multiple occasions during their stroll through the forest, but every time she tried he simply said "Focus on the mission, we'll deal with it later." Every time he responded with that made the unicorn's heart hurt just a little bit.

Maybe friendship didn't mean much to the Dark Knight.

Maybe their friendship didn't mean much to him at all.

She fought back the tears and pushed forward, determined to find the Keystone, stop Discord, and solve this Friendship Problem between her and Batman.

With that thought in mind, Twilight continued to walk alongside the group. But they all stopped abruptly as they came faced with a strange, metallic looking device stuck in the ground in the middle of a small clearing. Twilight tilted her head at the device, having no clue what it was.

"Okay. That's suspicious." Flynn said as he gestured toward it with his hand.

Rapunzel, curious as ever, began to slowly approach the device.

"Rapunzel." Sonic said, warning edging into his voice.

She turned around and smiled, "Don't worry. I know to be careful around these things now." She reassured him with a wink.

Sonic chuckled at the girl and began to walk past her, "Whatever it is, it's not normal. I'll take a look." He said to her and the group, walking up closer to the device. It had four legs that dug into the ground, the rest of it taking on a seed like design. It had highlights going from the top of the device all the way down to the base of it, but they were currently off.

Sonic leaned in closer, walking around the device with a suspicious look on his face. But once he came around to the back of the device, his eyes widened at the sight of a familiar logo.

More specifically, an Eggman logo.

He quickly dashed back to the group and shouted, "Get away from it! It's a trap!"

But suddenly, the device hummed as it came online, red lights slowly lighting up in the devices highlights. Before the group could ask what was happening, a shadow suddenly made itself known above them. They all looked up and Mario gasped at the familiar vessel looming above them.

It was Bowser's Airship! Now repaired from their last encounter.

A vicious laugh sounded out throughout the forest as someone leapt down from the airship, the resulting impact sending dust outwards which caused everyone to shield their eyes. Once the dust cleared, a familiar Koopa King took a step forward with a gleeful smile on his face.

"Mario!" Bowser greeted with a wicked grin. "Did ya miss me?"

"Bowser?!" The red plumber shouted in surprise. "How did you get here?!"

The Koopa King shrugged, "Doesn't really matter, does it? Seeing as how this will be your final resting place, plumber boy!"

Twilight took a step forward, pointing at the villain accusingly, "You're working with Discord, aren't you?!"

"Guilty as charged. While he has his fun messing with all of you, I'm going to take a more... direct approach." He then stomped on the ground before gesturing to the device behind him, "What you see here is a Magma Generator! And I've been busy planting them allll over this forest. At my command, they'll activate and turn this forest into a lava pit!"

Rapunzel, Twilight, Sonic, and Mario looked at the villain in horror while Batman, Flynn and Iron Man scowled at the Koopa.

"You can't do that!" Rapunzel shouted, gaining Bowser's attention. "Think of what will happen to all of the animals in the forest."

Bowser chuckled deeply, "Hate to break it to ya, sweetheart. But I frankly don't care."

Rapunzel scowled, "Mother said the outside world would be full of ruffians and thugs."

Mario turned his head to the girl and said, "That's not a ruffian, Rapunzel." He set his sights back onto his most hated enemy and finished with, "That's nothing but a monster."

"Bwahahahahahahahahaha!!! Well you're not wrong, Mario! But I'm a monster with the upper hand!" He declared as he held out his hand, revealing the Elemental Keystone in his palm.

Twilight let out a gasp, "The Keystone!"

"The Elemental Keystone. From what Discy told me, this baby can grant me power over almost any element." He set his sights onto Mario, "This time you won't beat me so easily, moustache! Even with your little friends backing you up, you won't be able to defeat me! I've already won!"

All of a sudden, the Magma Generator let out a pulse of energy, breaking the ground around it. As fire began to shoot out from the ground, it created a circle around the heroes and Bowser, a makeshift arena made of fire that separated Rapunzel, Flynn and the others.

Scowling, Batman said to Rapunzel, "Rapunzel, Flynn, stay back!"

But the girl shook her head defiantly, "No. I want to help you fight."

Mario turned his head to the girl and looked at her sympathetically, "I know. But I'm afraid you can't hurt this guy with a frying pan. Trust me on this. Flynn, could you explain?"

"No problem. Knowing when to flee is one of my specialties." He then rushed over to Rapunzel, grasping her by the shoulders and pulling her back. "C'mon, Rapunzel. Gotta go."

"But--"

"Look, I wanna stay and slug it out too, but my sidekicks have it covered."

She looked away from Flynn to look at the others currently surrounded by fire. Twilight turned to her and gave her a small smile, reassuring her that they were gonna be fine.

This reassures her, so she nods and says, "All right. Please be careful, guys."

With that, Flynn and Rapunzel dash off further into the forest away from the battle. Bowser watched as the two made their getaway. "Yeah! You'd better run! Not gonna help ya, since I'll just catch you both later!"

"Focus on us, Bowser!" Mario demanded as he clenched his fists tightly.

Bowser looked at his nemesis and chuckled deeply. "Y'know, I think I just might." Then out of nowhere, he closes his fist around the Elemental Keystone, letting loose a shockwave of power that sent the heroes sliding back towards the wall of fire that surrounded them.

As the power of the Keystone surged through his body, Bowser's body grew and blackened as his hair and eyebrows lit up in flames, his eyes losing their pupils and the center of his plastron and the tips of his shell spikes glow orange and red.

Fury Bowser let loose a deep chuckle that rumbled throughout the forest. Mario looked determined to stop his adversary, as did the others. Fury Bowser took one step closer to the group of heroes, showing off his increased size to the group.

"Mario, prepare yourself for the great beyond!" Fury Bowser said as he let loose a roar into the air, breathing out flames from his maw as he stared down his enemies.

"Mama Mia...." Were the words Mario muttered to himself before Fury Bowser let out a roar, charging forward to attack, initiating the battle that would shake the entire forest.

Author's Note

Just a quick note: This isn't the same Fury Bowser from Bowser's Fury, y'know, due to him being much smaller than his game counterpart. This version is going to have a different spin on his abilities now that he's powered up by the Keystone.

And secondly, Discord is so much fun to write, oh my god!

19. The Kingdom of Corona (Part 3)

Earth 2145

The Kingdom of Corona

The heat from the fire barrier was starting to get to Twilight, as sweat began to form on her forehead from the intense heat. Not only that, but the stakes were high as well as not only did Bowser manage to find their next Keystone, but he also absorbed its power to make himself even more powerful than before.

And to add to that, Bowser had apparently set up multiple Magma Generators all around the forest to go off at his command. She looked to her left to see that Mario was actually sneering at his lifelong nemesis. The look of utter hatred for his enemy that had embedded itself onto his face actually stunned the unicorn, seeing as how it looked so alien on the normally happy plumbers face.

She returned her gaze to Bowser, or Fury Bowser in his current state. The blackened Koopa let out a chilling chuckle that rumbled throughout the forest, fire spraying out from the corners of his maw. He punched his fists together, fire emerging from his tightened hands before he took a step forward.

Before anyone knew it, he tucked himself into his shell and darted forward at amazing speeds, with a trail of fire following his every move.

"Scatter!" Mario cried out a moment too late as Bowser slammed right into him. As Twilight cried out his name in distress, the plumber bounced off of the fire barrier as Fury Bowser came out of his shell. He then punched Mario to the ground, letting out a chilling laugh as he raised his foot over the fallen plumber.

But before he could do anything, he was struck in the back by a projectile. Turning around, Fury Bowser saw that Twilight had thrown chunks of the ground at him with her magic. Before he could respond, Iron Man kicked him in the side of the head with a foot dive, which sent the Koopa sprawling across the ground, singeing it with his fiery shell.

Fury Bowser slammed his fist onto the ground as he got up to face the group of heroes.

"Hey! You mess with one of us, you mess with all of us!" Sonic declared as he helped Mario to his feet. Together they stood against the Koopa King, ready to fight till the end.

Bowser smiled, "That can be arranged." He then stomped on the ground with his foot, creating a crack in the ground that made its way to the group before exploding in a fountain of lava. Luckily Twilight created a shield that protected the group from the attack.

She let out a sigh of relief before gasping aloud. Seeing Bowser launch himself into the air before rearing back a fist gave Twilight the incentive to light up her horn and teleport the group away from the incoming Koopa. She teleported in the nick of time as Bowser smashed through the shield, landing harshly on the ground.

He turned around as Twilight and the others reappeared behind him.

Fury Bowser smiled as he opened his claws, fire engulfing his hands before he threw them forward, sending forth a wave of fire towards the group. He frowned as he saw all of his enemies scatter, avoiding the devastating attack just in time.

Iron Man flew overhead as Mario led the charge towards Bowser. He fired multiple missiles at the Koopa King as his Arc Reactor began to brighten up with energy and power. To Tony's annoyance, Bowser simply swatted away the projectiles with a wave of his hand, engulfing the missiles in flames as they melted down to nothing.

Bowser smirked triumphantly before being punched in the side of the face by Mario, sending him to one knee on the ground. He snarled as he saw the plumber go in for another strike. "Oh no, ya don't!" He exclaimed before catching Mario's fist in his hand.

He chuckled at Mario's bewildered expression before swinging Mario around to knock down an incoming Sonic the hedgehog. He continued to use Mario as a weapon, hitting Twilight Sparkle in the side of the head, knocking her to the floor. He saw Batman dart forward towards him and tried hitting the Dark Knight, but missed due to the hero ducking underneath the attack.

Batman took out a small gadget and placed it on Fury Bowser's chest. After a second it let loose an electromagnetic charge that temporarily stunned the villain, causing him to drop his life long adversary. "Now, Stark!" Batman called out as he grabbed Mario and grappled to safety.

Iron Man let loose a massive Unibeam Blast that struck the Koopa in the chest, sending him flying back into his own Magma Generator. Bowser let out a roar of pain as the device began to short circuit. Then it suddenly exploded, sending Bowser flying across the air for a moment before he landed harshly on the ground.

As the fire barrier dissipated, the group of heroes quickly surrounded Bowser as he slowly got back up to his feet. He snarled angrily as his hair suddenly turned into a fiery white, electricity surrounding his entire form. "Looks like the end results of this fight are going to be quite shocking!" He joked before firing electricity from his fingertips.

Sonic dashed out of the way and skidded to a stop to Bowser's left, "Puns? Really?"

Bowser quirked an eyebrow as he clenched his fist, summoning a pillar of lightning from beneath the ground. "What? Puns are the highest form of comedy!" He argued back as Iron Man dodged the pillar of lightning.

"I think you mean the lowest form of comedy." Tony corrected as he fired two Repulsor Blasts from his hands, causing the Koopa to stumble back slightly.

Recovering from the assault, Bowser hurled two lightning orbs at the Armored Avenger in hopes of shorting out his armor. "Well I disagree!" He countered as he saw Iron Man dodged the lightning orbs with ease. "Give me one example of how bad puns are! Cause I can guarantee that you'll struggle to find one that isn't funny!"

Bowser was suddenly struck in the shell by Mario, who had dived kicked his arch nemesis from behind. "Okay, here's one!" Mario started as he charged forward towards Bowser, "Why are pirates called pirates?"

"Because they ARRRGGHH!!!" Bowser finished the joke as he released an explosion of lightning, sending the plumber flying backwards into the trunk of a tree.

Surprisingly the joke managed to get a small giggle out of Twilight, much to Batman's annoyance. "Did you seriously just laugh at that?" He asked with an unimpressed expression on his face.

The unicorn blushed before she fired a magical blast from her horn. The blast struck Bowser in the chest, sending him falling to one knee. He had barely recovered when Batman decided to dash over and hit him in the chin with a bicycle kick, which sent him falling onto his shell.

Fury Bowser quickly got back to his feet as his hair and eyes changed from a fiery white to a fiery blue. His hands were suddenly encased in ice, as were his shoulders. "You know what? I think it's time for you all to chill! Eh? Eh?"

He was met with five deadpan expressions.

"...Okay I'll give you that one." He conceded before charging forward, aiming to punch Mario down to the ground, but failed to do so as Sonic suddenly boosted forward and kicked him in the side of the head, knocking him down.

He snarled as he got back to his feet, but was blasted in the chest by Twilight. Bowser was sent flying across the clearing, right into Iron Man, who struck his back with a barrage of missiles. The Koopa King cried out in pain as he was sent sprawling to the floor.

Before he could get back up, Batman dived over him, throwing down multiple Explosive Batarangs. The projectiles exploded, stunning Bowser further as the ice around his hands and shoulders cracked and fell apart. As the villain slowly got back up to his feet, Mario darted over and delivered a swift punch to his nemesis' chest, the impact of the punch actually managed to knock the Keystone right out of him, reverting him back to his normal form.

The Keystone flew right out of Bowser's back, bouncing a few times before it rested softly in the nice green grass of the forest. The Koopa was winded, now was Mario's chance. He clenched his fist before hitting Bowser's chin with a mighty uppercut that sent him flying into the sky.

Bowser roared in defeat as he crashed right through the belly of his ship, which was still hovering over the group as they fought. Once he struck the underside of the ship, it exploded in a blaze of flames as Bowser and the rest of his minions were sent soaring through the sky.

"MAAAAAAAAARRRRRRRRRIIIIIIIIIOOOOOOOOO!!!!!!" The screaming of his most hated enemy's name was the last sound anyone heard of Bowser before he fell right into a portal that had opened up right behind him. The Koopa and his minions flew right through it, leaving this dimension for good.

Mario, seeing that Bowser had flew through a portal, adjusted his cap and nodded firmly. Another win to add to the books. The plumber turned around and smiled at his friends, grateful for their help against his lifelong foe.

"Well, that was a workout!" Sonic commented as he stretched his legs. "But hey! At least we got the Keystone!"

Twilight looked over to where the Keystone had landed and trotted over to collect it. Only to look on in confusion as it was no longer there, a yellow sticky note had taken its place. She lit up her horn and grabbed it with her magic, reading it aloud as the others converged on her to see what the note had to say.

"Can't make it too easy for you! Our game has only just begun, Sparkle Butt!!!

Signed: Discord

P.S: Enjoy the pie I left you! :)"

Once Twilight had finished reading the note, she dropped the note back down to the ground. Only for it to fly back up into her face, split apart, and launch a cherry cream pie directly into her muzzle. As whipped cream dripped down her face, she growled as the note suddenly exploded into mini versions of Twilight, screaming the word 'books' over and over until they popped out of existence.

"Discord." She growled the name angrily before using her magic to clean herself up. Twilight turned to face the others and sighed, "Guess we're right back to square one."

"Not only that, but apparently there are more of those generators placed around the forest as well." Tony reminded the group with a sour tone lacing his voice. "Looks like we're going to have to keep an eye out for any generators we see until we can eventually regroup with Flynn and Rapunzel."

Sonic rolled his eyes, "Great. More work." He muttered, annoyed at their current situation.

Mario sighed before something occurred to him. Both Flynn and Rapunzel were gone, following their orders to run away from Bowser so that they couldn't get hurt. He looked around for a moment before asking, "Speaking of which, where'd Flynn and Rapunzel go?"

Twilight looked deeper into the forest, concerned for their safety. "I don't know, but with the Magma Generators still active, they're not safe out there on their own." She said before galloping forward worriedly, looking around for any clues as to which way they could've gone. "I don't see any signs as to where they could've went."

"Then we need to go further into the forest and hope they turn up." Batman said, taking control of the situation. "Here's the plan, we keep going forward, destroy any generators we find, and look for any sign of Rider and Rapunzel. We can't afford to let those generators go off."

Everyone nodded in agreement. Now that they had a game plan, it was time for some action.

"I'll scout ahead, see if I can find anything." Said Sonic before he dashed off ahead of the group. The rest took off after the hedgehog, heading further into the forest with their mission clear in their minds.

Twilight looked up at Batman as he ran alongside her, a cold, harsh expression imbedded onto his face. Her ears lowered to the back of her skull, she just hoped that with everything going on right now, that they'd have enough time to work out their issues and solve their Friendship Problem.

With that in mind, she continued to gallop alongside her friends, leaving the clearing behind, unaware that a certain Draconequues was watching them from the shadows.

A few hours later

It had been a few hours since the group were separated from Rapunzel and Flynn. During that time, Twilight and the other heroes had encountered multiple Soulless Ones in their path and had destroyed five Magma Generators during their journey.

At some point in time the group had wandered into a dark and secluded part of the forest, fog obscuring their vision as they continued to walk down the dirt path. Twilight's head had been all over the place, worrying over how many generators they had yet to find, worrying over Flynn and Rapunzel, just worrying in general.

And the worst of it all, Discord was still out there, plotting and scheming with his nonsensical ways. Unbeknownst to the group, a cloaked figure was hiding behind a tree, peering at the group as they walked.

"I wonder where they went." Twilight thought aloud, gaining everyone's attention. "They couldn't have gone too far."

The cloaked figure averted her gaze and turned to leave, but not before a Batarang embedded itself into the tree trunk beside her. Stunned, she slowly turned around to see Batman glaring at her. She didn't understand, she thought nobody had seen her.

Turns out she thought wrong.

Batman straightened himself and yelled, "Who are you? Why are you spying on us?" He demanded to know, his gruff voice echoing throughout the forest, scaring away some of the birds.

When the cloaked figure began to back away slowly in fear of the Dark Knight, Twilight took a step forward and cried out, "Wait! Do you know where Rapunzel is?"

The figure stopped. Truthfully, she wasn't really paying attention to what the strange creature was saying. But upon hearing that name, she stopped dead in her tracks and turned around, removing her hood as she stepped out of the shadows.

It was Mother Gothel. "Excuse me, good travelers. Do you know Rapunzel?" She asked in a sweet and kind voice, hoping to find out what they know.

Twilight was about to answer, but Batman beat her to it. "Why?" He asked, already sensing that something wasn't right with this lady. "Who are you?" He added gruffly, his distrust showing up in his tone. The unicorn beside him glared, but he either didn't notice or didn't care.

It was probably the latter.

"My apologies. I'm Rapunzel's mother. The poor child left home without a word, and I've just been worried sick. Please tell me: where is my dear, sweet girl?" Gothel replied, laying on the 'Distressed and Worried Mother' tone of voice even further.

Batman could tell that she wasn't who she said she was.

Everything about her seemed off.

Sonic smiled and responded, "We'd tell ya, but we lost her. Tell ya what, how about we look for her together?"

Mother Gothel's smile dropped instantly and a look of annoyance replacing her features. "Lost her?" She scoffed before waving them off dismissively, "You're of no use to me." She then walked away from the group, the fog splitting apart as she marched forward, "I'll find her myself."

As she disappeared into the fog, Batman began walking right after her, clearly not done questioning her. But he was stopped by Twilight, who teleported directly in his path. "What do you think you're doing?" She asked in an agitative tone, clearly not liking what Batman intended to do.

"I'm going after her." He answered without hesitation. "There's something not right here, something off about her."

Twilight looked at the man as if he were insane, "Something off? She's a distressed mother looking for her daughter, why don't you cut her a little slack?" She replied, her tone shifting from annoyed to angry.

"You can't read people like I can, Twilight. She may be looking for Rapunzel, but for all we know she isn't who she says she is. I don't trust her."

"You don't trust anyone!"

Iron Man, seeing the tension building, took a step forward to try and defuse the ensuing argument. "Okay, whoa whoa whoa! How about we calm it down."

But he was ignored as Batman rebutted with, "And it's kept me alive! You know what your problem is? You're too trusting, Twilight!"

Twilight gritted her teeth, "There's nothing wrong with that! Friendships are built upon trust! That's probably why you don't have any friends! Because you don't trust anyone!!!" She immediately shoved her hooves into her mouth as soon as the words flooded from her muzzle. She didn't mean to say that.

"Twi! That was uncalled for!" Mario chastised the unicorn, shaking his head disappointingly.

Twilight looked down in shame before looking up to see Batman, expecting him to be sad and hurt by her remark.

But he wasn't.

He didn't care.

His expression remained the same. He didn't care what she thought, why would he?

"Let me hit you with the harsh reality, Twilight Sparkle." Batman said as he began to advance upon her. "You think the world is all sunshine and rainbows, that anything can be fixed with the Magic of Friendship. Let me ask you, have you ever stopped someone from murdering another?"

Twilight's eyes shrunk as she began to slink back, not wanting to be underneath the bat's shadow.

"No? Have you ever stopped someone from being sexually assaulted? From being sold to the highest bidder? How would the Magic of Friendship stop that? Have you ever had someone you trusted stab you in the back, showing their true nature for the very first time? Let me teach you a very important lesson. The world isn't all sunshine and rainbows. It's a very mean and dark place, and I don't care how much magic you have in that horn of yours, it will beat you to your knees and keep you there permanently. You don't like the way I do things? Fine. But don't stand there and pretend you know better. Because let me tell you something..."

He leaned in closer to the unicorn and got right in her face.

"You don't."

With that, he straightened himself and continued walking down the dirt road. He hated telling her that, but it was time that she saw things for how they really are. How the world really is.

Everyone else looked on in shock, save Tony who just shook his head and walked over to Twilight to see if she was okay. He knelt down and asked, "You okay?" Twilight, who was still shaking, turned her head and nodded slowly, tears welling up in her eyes. Tony sighed and said, "Look, he may have been a jerk about it, but he's right. Sometimes it pays to not trust someone, Twi. It can save your life. But that doesn't mean trusting people is a bad thing. But that also doesn't mean you can be too trusting. You get what I'm saying?"

"...Y-Yeah..." She replied meekly, doing her best impression of Fluttershy. She wiped her nose with her foreleg and got back up onto her hooves. This just got a whole lot worse. She just made her Friendship Problem with Batman a whole lot worse.

"Guys, we should keep moving." Sonic reminded the group as he pointed down the path with his thumb. Twilight and Tony nodded before walking forward to catch up with Batman, with Twilight hoping in her head that she could still work out the differences between her and the Caped Crusader.

But her ears suddenly perked up when she heard the sound of a familiar voice.

"Wh-wh-whoa! Whoa, whoa, whoa, whoa. Easy, boy, easy! Settle down. Whoa, whoa!"

It was Rapunzel!

"That voice!" Mario said with a smile on his face.

"It's Rapunzel!" Twilight beamed before taking off with a full gallop, the others following behind her.

Meanwhile

Flynn was terrified. But of what? More Soulless Ones? Had Discord appeared to torment him with his Chaos?

Nope, it was a horse.

Just a horse.

A very much terrified Flynn Rider had his back pressed against a rock while Rapunzel was attempting to calm down the large white horse. The angry-looking horse peered at the chameleon atop Rapunzel's head. Pascal motioned with his three-toed front feet for him to settle down. The horse, wide-eyed, raised an ear and set his rump down on the ground with a dispirited whinny.

"You are such a good boy! Yes you are." Rapunzel cooed to the horse as she petted the bridge of his nose, causing his tail to wag. "Are you all tired from chasing this bad man all over the place?" She asked, to which the horse nodded sadly.

"Excuse me?!" An offended Flynn Rider shouted before being shut up by the horse, who glared daggers at him.

"Nobody appreciates you, do they? Do they?" She repeated as she hugged the horse. The horse shook his head as Rapunzel continued to hug him.

"Oh, come on! He's a bad horse!" Flynn cried out once more.

Rapunzel however, dismissed his claim and continued to hug him as the horse nuzzled her. "Ohhh. He's nothing but a big sweetheart. Isn't that right..." She trailed off as she scratched under his chin a peered at his collar, reading the name on it. "...Maximus?"

Maximus stamped his foot and whinnied at the attentive petting while Flynn continued to gripe on the forest floor. "Wha... You've got to be kidding me." Flynn once again cried out, annoyed at the situation. He shut right up as Maximus glared at him.

"Look, today is kind of the biggest day of my life, and the thing is, I need you NOT to get him arrested." Rapunzel stated as she walked over and helped Flynn up to his feet. As Maximus narrowed his eyes at her, she continued, "Just for twenty-four hours, and then you can chase each other to your hearts' content. Okay?"

Flynn begrudgingly offers Maximus his hand, but the white horse turned away, refusing the gesture completely.

"It's also my birthday." She added helpfully. "Just so you know."

Maximus grumbled softly and offered his hoof. Flynn and the horse shake, their scowls remained unbroken. Rapunzel, hearing the sounds of footsteps, looked ahead and saw Twilight and the others running towards them.

"Rapunzel!" Twilight shouted happily, her smile never leaving her face.

The long haired girl let out a sigh of relief as she placed her hand over her chest, "You're here. And you're okay!"

Behind her, Maximus delivered a punch to Flynn's ribs, winding him and knocking him to the floor. The horse, seeing the group of heroes talking to Rapunzel, decided to walk over and see what the commotion was about.

"And look! I made a friend." She said, gesturing to Maximus as he stood by her side. "Meet Maximus. You could say Flynn introduced us. And where one goes, the other follows." As Maximus stared at the group dubiously, Rapunzel gestured to them as she introduced them. "This is, Twilight, Tony, Sonic, Mario, and Batman. They've been helping us."

Maximus nodded, showing the group that the horse had some kind of sentience. While Sonic and Mario thought it was cool, Tony and Batman couldn't help but point the similarities to a certain unicorn in their group. The two differences between the two were the fact that one had a horn and could talk, and the other didn't have a horn and couldn't talk.

Twilight felt... odd about it to say the least. "I feel offended. Should I feel offended? Am I allowed to feel offended? Why do I feel offended? This is so weird." She thought to herself internally.

Flynn, having got back up to his feet, was clutching his side as he pointed onward. "Come on, the Kingdom's not far."

An hour later

There it was, staring right at them, their end goal, their final destination.

They had finally reached The Kingdom. After a long journey through the forest, defeating Soulless Ones, destroying Magma Generators, even defeating a powered up Bowser, they had finally made it.

As she walked along the stone bridge with the rest of her friends, Twilight couldn't help but smile at the sight of the castle. It truly was a marvel to look at. Nothing compared to Canterlot, but it was still a sight to behold in of itself.

To her left, Mario let out an impressed whistle and commented, "Well, looks like The Kingdom doesn't disappoint when it comes to looks, now does it?"

"No it does not," Tony agreed before adding, "Though it would look a lot better with a Stark Industries branding attached to it."

Sonic, Twilight, and Mario rolled their eyes collectively as they all shared a laugh.

Rapunzel stared in awe at the sight of The Kingdom, taking it all in for the first time. "I just knew the outside world would be full of amazing things!" She turned to Twilight and the others, nodding gratefully to them, "And you...you helped me find them. Thank you."

Twilight trotted over to Rapunzel and stared up into her green eyes, "You're welcome, Rapunzel. I'm glad that we could help you get here and achieve your dream."

"Just don't expect anything else for your birthday!" Tony quipped, causing Rapunzel to giggle.

"I won't!" She replied before darting across the bridge, making her way into the castle town with Flynn and Maximus following close behind her.

As Rapunzel, Flynn, and Maximus entered the town, Sonic commented, "Rapunzel sure looks happy."

"She does!" Twilight replied happily.

It was then that Mario added, "Well, her dream's gonna come true. They're sending the lanterns up after dark."

"Cool! We don't wanna miss that!" Sonic said with a smile.

Suddenly, a large roar was heard by everyone who was standing on the bridge, causing everyone to look around for the source of the strange noise. What could it be? A dragon? A bear? A monster of some kind? Sonic's right ear twitched as he located the source of the noise.

Twilight's stomach.

As her belly shook from lack of sustenance, the unicorn couldn't help but blush as she gave her tummy a small, yet firm pat with her hoof.

Sonic smiled as he chuckled, "Ya hungry there, Twi?"

Her blush deepened as she looked away, "Ehehehehe... I don't suppose we could get some food while we're here?" She suggested as her belly growled once more, much to her embarrassment. "I haven't eaten since breakfast."

Tony shrugged, patting Twilight's head as he said, "I could go for some grub."

"I agree, anything to shut that up," Sonic joked as he walked past Twilight, pointing at her tummy with his thumb, "No offense, Twi, but that sounded like Perfect Chaos on a bad day." He added, making Twilight blush even more as she followed the hedgehog into The Kingdom.

Maybe now they could get some food and more importantly some answers.

After getting some food, Twilight decided to explore the quaint kingdom for herself. The townspeople were very nice and welcoming, she even got into a few conversations with a few of them, with each of them asking varied questions about what she was and where she came from.

As she walked through the town square, she took note of Sonic and Mario socializing with people, making her smile at the nice sight. Tony was somewhat interacting with people, but he was mainly searching for any signs of the Keystone Discord took from them.

Batman just kept to himself.

In the distance, Twilight saw that Rapunzel had not only gotten her hair braided, but also had it adorned with multiple tiny wildflowers. The long haired girl really reminded her of Fluttershy in so many ways. Her hair color, the way she connects to various animals, her love for nature.

It just made her miss her friends more.

Out of the corner of her eye, Twilight saw that a little girl was kneeling in front of a large tiled mural of the king and queen holding their baby daughter. She peered down where the girl was placing a flower at its base. The unicorn trotted over and asked the little girl, "Excuse me? What are you doing?"

The girl looked up and smiled at Twilight, "It's for the lost princess."

"Lost princess?" Twilight repeated, now looking up at the mural.

But she wasn't the only one looking, as Rapunzel was also gazing at the mural as well. The girl couldn't help but take note of the similarities between the princess and her. Her green eyes, her flowing blonde hair, it wasn't hard to make the distinctions.

Twilight, having taken notice of this, muttered, "Wait... that kinda looks like--" But she was interrupted by the sound of music blaring in her ear. When she turned around, she saw that Rapunzel had taken a liking to the music and began dancing to it, drawing in a crowd.

She smiled when she saw that Rapunzel was having the time of her life.

"C'mon, everyone! Come dance with us!" Rapunzel shouted to everyone gleefully, to which everyone responded by joining in on the dancing.

Maximus, noticing Flynn was leaning on him, bumped him into the crowd, unintentionally bumping him into Rapunzel. As they all danced together, the group of heroes looked at the sight with smiles, save for Batman, who continued to glare at Flynn.

He was obviously hiding something. Hiding the true reason as to why the androids were hunting him down like a mad dog.

Twilight giggled at the sight of everyone dancing and felt the need to join in, but refrained as she only felt comfortable dancing in front of her friends. Sure she's danced in front of large crowds before, but her friends were always there with her, which took her mind off it.

All was well in The Kingdom.

But up in the clouds, a certain Spirit of Chaos was peering down at the mural, noticing the similarities between Rapunzel and the lost princess. Discord chuckled mirthfully as he rubbed his mismatched hands together before disappearing in a flash of light.

2 hours later

Night had fallen upon The Kingdom, it was time for the lifting of the lanterns.

This was it.

On one of the docks, Maximus sat down on his haunches, watching the event unfold, while Twilight, Tony, Sonic, and Mario were watching from the other. Batman was nowhere to be seen, much to Twilight's sadness. She had hoped that seeing the lanterns would help mend the bonds between them.

She looked up to Tony and asked, "Where's Batman?"

The billionaire turned around and pointed up to a nearby rooftop, where the Dark Knight was standing on its edge, his cape flapping in the wind.

Twilight sighed before she turned her body around and said, "I'll be back."

She teleported away from the trio, ready to make things right between her and her friend.

Meanwhile

Batman thought that this was a waste of time. They should be focusing on the mission, learning why those androids were after Flynn in the first place, stopping Discord and getting the Keystone back. Not wasting time watching some lanterns being lifted into the air.

If they hadn't wasted so much time, they would be one step closer to getting their friends back.

To getting his son back.

Batman inwardly sighed, even though he was very good at hiding it, he was still worried for his son's wellbeing. Sure he could handle himself, but he was in unknown territory with no backup. He still had a lot to teach Damian, to give him the childhood he never had. Although he may have missed out on that chance due to his upbringing with the League of Assassins.

He had already lost so much in his life. He had lost his parents, he had lost Jason, he wasn't going to lose his son.

He wasn't going to lose anyone again.

A sudden flash of pink from behind caught his attention, though he didn't turn around to see who was there. He already knew who it was.

Twilight kicked the ground nervously before clearing her throat, taking a hesitative step forward towards the caped vigilante. "I know you're mad, I know I crossed a line I shouldn't have. And you're completely right to be angry with me, but I just wanted to say that... I'm sorry for the things I had said." She took another step forward, "I'm sorry for being on your case, it wasn't fair of me to do that. You were completely right, I don't know how your world works, it's so much different from mine and I lost sight of that.

"It wasn't fair of me to judge you how I did, to think that I knew how to better handle the situation. I just want us to stop fighting, to get along again. I just wished that you'd trust me, like how I trust you." That got Batman's attention. "You helped me see my potential when The Joker got into my head. You've been there for me every step of the way and I couldn't be more grateful. I know you'll probably never tell me who you really are under there, and you have every right not to, that's your secret to reveal whenever you're ready. I just hope that one day you'll trust me enough to let me into your life, to let me be truly part of it. Because even though you might not consider me one," she let a small smile grace her lips, "I consider you a friend of mine, Batman."

...She meant it. Every word she uttered she meant.

Batman could tell that there wasn't a single hint of deceit in her entire apology.

As Twilight turned around and began walking away, he suddenly called out, "Twilight," making her stop dead in her tracks. When she turned around, she saw that Batman was still perched on the edge of the roof, but he turned his head to her and said, "Maybe you're right. Maybe it's time I expand my circle of trust."

Twilight beamed at that. "So... does that mean?"

He nodded at her. They were good.

Friendship Problem solved!

Twilight pranced on the spot as she giggled like a small filly before galloping over to Batman's side, placing her forehooves on the edge of the rooftop so she could watch the lanterns float up in the air with Batman.

Her friend.

Meanwhile: with Flynn and Rapunzel

Rapunzel was excited.

Any minute now, the lanterns would light up the sky and her dream would be realized, a dream eighteen years in the making. Although a part of her felt a bit worried, what would she do after seeing the lanterns? What would she do next?

Unbeknownst to her, Discord was hovering above her, disguising himself as a cloud. He chuckled as the satchel suddenly popped into existence on the boat. "Showtime!" He whispered to himself gleefully.

Noticing something pressing against her leg, Rapunzel looked down to see that Flynn's satchel had suddenly appeared in the boat. When did that get there? How did it get there? She shook her head, she would worry about that later. Right now, at this moment, she waited for the lanterns to light up the sky.

"I've been looking out a window for eighteen years, dreaming about what it might feel like when those lights rise in the sky. What if it's not everything I dreamed it would be?" She asked Flynn, who looked at her warmly.

Flynn responded calmly with, "It will be."

"And what if it is? What do I do then?"

"Well, that's the good part, I guess. You get to go find a new dream."

They both then look up as a solitary lantern peeks out from behind the castle, floating slowly up into the sky. Rapunzel hastily stood up, rocking the boat and grasping at the stern, as multitudes of floating lanterns pooled out of the castle gates. Soon enough, the entire kingdom was enveloped in a flock of lights floating softly into the air, lighting up the night sky. Rapunzel was in awe, this was everything she hoped it would be. She leaned her head on the wood as she gazed longingly at the magical sight. She the turned back to see Flynn holding two of his own lanterns in his hands. She happily sat back down.

"I have something for you, too." Rapunzel said mysteriously, remembering the satchel that had appeared in the boat. It didn't matter to her that it somehow got into the boat, but she was glad that it did as now she could truly see Flynn for who he truly was.

Once she pulled out the satchel, Flynn stared long and hard at the item in question before looking into Rapunzel's eyes.

"I should have given it to you before, but I was just scared. And the thing is, I'm not scared anymore. You know what I mean?" Rapunzel asked, staring into his eyes.

Flynn, over his time with the girl, felt a strong connection with her. It was strong enough that he even revealed his real name to the girl when she was in a moment of distress. Eugene, as Rapunzel now knew him as, placed a hand on the satchel and moved for her to put it down.

"I'm starting to."

They then set free their lanterns and watched as they joined the swirling bunch in the sky. As this occurred, Flynn gazed at Rapunzel, seeing the happiness on her face, then looked toward the satchel, thinking to himself. It was time to make this right.

For her and for himself.

"I'm sorry. Everything is fine. There's...just something I have to take care of." Eugene said to Rapunzel as he jumped off of the boat, landing on the sand. Once the festival had died down, they had docked the boat on the side of the lake. He took the satchel and backed away slowly, his sight never leaving her eyes. "I'll be right back."

Completely trusting him, Rapunzel nods as he turns and walks away. Pascal watched him untrustingly, to which Rapunzel looked to the chameleon and reassured him that everything was fine. She continued to watch him as he walked into the forest behind them.

Flynn continued walking, his mission clear, but not before the sound of talons snapping filled his ears. He let out a pained gasp as he fell to the ground in an unconscious state. Next to his body laid the satchel, which was then picked up by Discord, who had placed Flynn into a temporary slumber.

"I'll take that!" Discord said as he removed the crown from the satchel. He stroked his goats beard with his talons, pondering on what to do with him now. "Hmm... so many choices... I know!!!" He then snapped his claw, placing Flynn on a boat in the middle of the lake, tied up to the mast and helm, making it seem as if he were steering the boat.

Discord let out a hearty laugh in victory.

"Yes! Discord: One! Twilight: Zero!" He then snapped his talons again, making the tiara disappear. "Now for the coup de grâce." He declared before disappearing.

Rapunzel continued to stare off into the darkness, waiting for Eugene to come back to her. But she suddenly spots a boat in the lake, veering away from her. "Eugene?" She asked herself before looking to see what appeared to be Flynn sailing away with the satchel. "Eugene!"

"Oh dear... He's run off with the crown and forgotten you." A sudden voice spoke up from behind her. Rapunzel turned around to see Discord hovering above her, pretending to weep into a tissue. He blew into it before tossing it aside, letting it float into the air.

Rapunzel shook her head, "No. He wouldn't. Who are you?" She demanded to know.

Suddenly, various headshots of Discord appeared in her hands, each depicting the draconequues in various uniforms. One was depicting him as a police officer. Another was of him as a back alley greaser. His personal favorite was the one of him wearing a get up that made him look like Celestia, with him blowing a raspberry making a cross-eyed look with his face.

"Discord: Master of Chaos. But enough about me, I want to focus on you, Rapunzel." The mischievous spirit said, shocking the poor girl. "You've wanted to go outside for so long, and yet in the end, was it really worth it? You've been attacked by monsters, met annoying know it all unicorns, and worst of all, had your heart broken."

Rapunzel looked down in sadness, tears brimming her eyes.

Time to go in for the kill.

"Forget Flynn Rider. You know where you belong, and it's not with him. Now..." He snapped his claws, summoning two Soulless Ones by his side. Rapunzel gasped and ran away in fear as Discord smiled devilishly before vanishing in a flash of light. Rapunzel ran towards an opening between two large rocks, trying not to stumble when her braided hair got caught on a fallen log. She pulled and tugged on it, trying to free it from the branch, when she suddenly heard a voice.

"Rapunzel!"

"...Mother?"

She managed to free her hair and walked back to the shoreline, where Discord and the Soulless Ones had already disappeared. Mother Gothel stood there with a tree branch in her arms, out of breath. She perked up at the sight of Rapunzel. "Oh, my precious girl!"

"Mother!" Rapunzel cried out as she ran into her mother's arms.

"Are you all right? Are you hurt?" Mother Gothel asked, worried for her wellbeing.

"M-Mother, how did you--"

"I was so worried about you, dear. So I followed you. And I saw them attack you, and--" she cut herself off as she hugged Rapunzel tightly. "Oh my. Let's go. Let's go, before they come to."

Rapunzel stopped and looked back at the boat on the lake. Saddened, she slowly turned back to Mother Gothel, who was holding a green lantern in her hand. Rapunzel paused as Mother Gothel set the lantern down, opening her arms, beckoning her. Rapunzel's lip quivered and she started to cry, running into her mother's embrace. Mother Gothel stroked her hair as she gazes up to see Discord floating in the air with an evil smirk on his face. Gothel nodded to him, to which Discord responded with an enthusiastic wink before vanishing.

Now that that was dealt with.

It was time that he got payback on Twilight Sparkle.

20. The Kingdom of Corona (Part 4)

Earth 2145

The Kingdom of Corona

That. Was. Beautiful.

Twilight had enjoyed every moment of the lantern ceremony, from the lights, to the sense of calm that overcame her body, to just spending time with her new friends. She had solved the Friendship Problem between her and Batman, and now they were currently on their way to meet up with Rapunzel and Flynn on the shoreline to hopefully get some answers as to why the androids were chasing the man in the first place.

She walked along the sand, in the middle of the group, with Batman to her left and Sonic to her right, Iron Man and Mario walking behind them. But as she continued to walk along the shoreline, the absence of both Flynn Rider and Rapunzel began to worry the young unicorn. This was where they were meant to reconvene after the ceremony.

So where were they?

As if to answer her question, the group saw Rapunzel walking into the forest in the distance with a cloaked figure holding her arm around her.

"Is that Rapunzel?" Twilight thought to herself. "Where is she going? Where's Flynn?"

Sonic apparently thought the same thing, as he cupped the sides of his mouth and began to shout, "Wait! Rapunz--" but was cut off as his mouth vanished from his muzzle. The blue hedgehog let out a startled cry, (well, he tried to anyway), feeling where his mouth used to be with his hands as a deep chuckle rang out in the surrounding area.

Twilight frowned as Discord appeared in a flash of light with an evil grin plastered on his face, "Oh show some decorum, blue boy. Besides the night's not over quite yet, there's still so much chaos to spread and so little time. So we'd better get started."

"Discord!" Twilight declared as all the heroes got ready for a fight... Except for Sonic, who was still freaking out over the loss of his mouth.

The draconequus looked down at his adversary and said, "The girl has found her dear mother. You should let them be."

"And why's that?" Tony asked as he aimed his palms at the Spirit of Chaos and Disharmony.

Said villain rolled his red eyes, "Well you didn't hear it from me, but apparently Rapunzel has 'magic hair'," he said, making quotation marks with his fingers. When he saw the look of disbelief on Twilight's face, he continued, "I know right! It sounds crazy, and I'm a literal chaos spirit. But it seems goldilocks'... well locks has the magic of healing. And wouldn't you know it, her 'mother'," he made quotation marks with his fingers once more, "wants it all for herself."

"She what?!" Twilight exclaimed in shock while Batman simply rolled his eyes, unsurprised by this development.

"Shocker, I know." Discord remarked sarcastically. "So anyway me and Gothy over there made a deal. I help her get Rapunzel back in exchange for a little... let's call it a souvenir. Now poor little Rapunzel will spend the rest of her days in that eye sore they call a tower, remaining out of sight forever with no chance to make anymore 'friends'." Faust he hated that word.

Twilight growled at the draconequus before a thought occurred to her. Why would Discord waste such an ample opportunity to cause chaos without any Elements to stop him and seal him away? It didn't make sense. "This is unlike you, Discord. You're wasting an opportunity to cause an unlimited amount of chaos in exchange for... a souvenir?"

He shrugged as he replied with, "Who said that I would stop there?" He then smiled devilishly, "Once I'm done with you, my little pony, I’ll spread the word of Rapunzel's little gift all across the Kingdom. Once word gets out, she'll be on the run from those who would want to exploit her for her gift. Her mind will break from the pressure and this dimension will forever remain in chaos! And once I add the finishing touches on my masterpiece, like say, floating buildings, cotton candy colored clouds and the like, I'll move onto the next world, and the next! Once our plans are realized, my chaos will spread through the multiverse!"

Twilight shuddered at the thought of that. She couldn't let that happen, no matter what. Twilight then had a thought, she knew that she didn't have the Elements of Harmony this time, so how were they going to stop him? He could do anything he wanted and she was powerless to stop him.

But what if there was another way?

"Discord, I know you have no reason to listen to me. I know you hold all of the cards right now, but please listen!" Twilight pleaded as she stepped forward. Curious to see where she was going with this, Discord motioned for her to continue. "You're right, I can't stop you, not without the Elements. But what if I didn't have to? What if you never had to be sealed away again? What if you could be free your entire life, never again having to be sealed in stone?" She asked, enticing the draconequus to stroke his beard.

"Where are you going with this?" He asked.

Twilight's resolve was at its peak now. "What if instead of using your chaotic abilities for evil, you used them for good? Wouldn't that be better, making ponies and creatures laugh at your antics instead of fearing them? Doesn't it get lonely Discord? You've lived for thousands of years, experienced more than I ever have or ever will. But let me ask you, have you ever experienced the Magic of Friendship?"

Discord's eyes shot open. There was no way she was doing this, right?

"Before I moved to Ponyville, I was a recluse who didn't give a flying feather about friendship. But after that night venturing into the Everfree Forest I realized what friendship could really be! And you can too! It's the greatest feeling in the world and I wouldn't trade a moment with my friends for anything! I thought I was happy before, but I'm a lot happier now that I have friends in my corner." Twilight held out her hoof towards Discord, offering a sign of friendship to the immortal being. "And you can too, Discord. I can show you the Magic of Friendship and its many wonders. I promise you, you will be a lot happier if you let it into your heart. What do you say?"

Twilight looked up at the draconequues with a small smile on her muzzle, hopeful that she had gotten through to him. That hope was elevated when he reached down to shake her hoof with his eagle talon. But that hope was quickly crushed when Discord pulled his hand back and blew a raspberry in her face.

The unicorn's face fell when Discord laughed right in her face, finding her whole speech preposterous and laughable. The Spirit of Chaos and Disharmony continued to laugh as Twilight's hoof fell back down to the ground, her head held down low in failure.

Once he calmed down, Discord said, "S-Seriously?! You actually tried to befriend me? Me?! I know I told you to before but I wasn't serious! That's hilarious!!! Bwahahahahahahahaha!!!" He held his stomach as he laughed once more. "Don't you know who I am? I'm Discord! The Master of Chaos! Why would I want to be shackled by friendship when I could just have free reign over how much chaos I could spread wherever and whenever I want? Besides who would actually want to be friends with me? Certainly not you, that's for sure."

While disheartened by Discord's choice, Twilight didn't let that deter her from her mission. She looked back up at him and declared, "If you won't let friendship into your heart, then I'm afraid that we have no choice but to stop you! I may not have the Elements of Harmony this time, but I still have friends by my side who are more than willing to help me defeat you!"

"Spirit or not, you're going down either way!" Iron Man added in agreement.

However, instead of being threatened, Discord was disgusted. "Ugh, gaaag! Been there, done that." He snapped his eagle talons, giving Sonic back his mouth, before adding, "Besides, how are you going to stop me while you're dozing off?" He chuckled at their confused expressions before snapping his talons once more.

Once he snapped his fingers, Twilight began to feel really tired all of a sudden, like she couldn't keep her eyes open no matter how hard she tried. Apparently the others felt the same as she looked behind her and saw both Iron Man and Mario go down to the ground.

As her eyelids grew heavy, Twilight saw that Sonic couldn't stay awake any longer as he fell to the ground face first. She looked up at Discord, who was grinning madly, before sleep overtook her and she fell to the ground.

Surprisingly Batman remained somewhat awake as he slowly marched over to Discord. The draconequues was surprised to see this mere human actually manage to overcome some of his magic. But it didn't matter as he snapped his fingers again, hitting the Dark Knight with more magic before he fell to one knee for a moment. He looked up at the villain before he finally fell down unconscious.

"Well that was interesting to say the least." Discord commented before he suddenly took out a list from behind his back, as well as a pair of reading glasses, and began to read it. "Let's see... Incapacitate Twinkle Sprinkle and her do-gooder friends? Check! Obtain Foundation Element?" A third arm appeared on his body, holding the tiara he had taken from the satchel. It quickly disappeared as he exclaimed, "Check!" before continuing, "Have Celestia be chased by a horde of mutated cakes with the intent on biting her big, fat flank? Pending."

He then looked down at his lions paw and pulled back some of his fur like a sleeve, revealing a watch with hands that were going anti-clockwise.

"Oh! Would you look at the time?" Discord yelled in excitement as he rolled his fur back down into place. "It's almost showtime!" With that, he disappeared in a flash, leaving the heroes to lay there in the sand in their unconscious states.

Meanwhile: at the Tower

Rapunzel was crushed.

Heartbroken.

Destroyed.

All of the above.

Eugene, no, Flynn Rider had abandoned her, left her alone on that beach waiting for him to return. Only for him to run away with his prize. His satchel. He never cared about her. He used her. Did Twilight and the others do the same? Heck, were they even Flynn's sidekicks? Probably not, that was most likely another lie.

Maybe Mother Gothel was right.

After all Flynn turned out to be nothing more than a master thief.

She was so confused, so sad, things were going so well.

As Rapunzel lay in bed, her hair flowing throughout the floor, she clutched a purple cloth while Pascal looks on in sadness. She stared up at her ceiling where many of her paintings were. Her eyes grew wider and she held up the cloth where a golden sun was stitched into the fabric. Rapunzel looked back and forth from the cloth to the ceiling. Curious, She sat up to get a closer look, her eyes widened as she saw the exact same symbol etched into the paintings on the wall. Over and over and over again. They shined down at her, now impossible to miss. She saw it in her eye, the symbol of the royal family. Her mind was flying back to the mural in the city plaza, the detailing the king and queen holding the baby with the golden hair.

Wanting to solve this mystery once and for all, she imagined placing the tiara on her head, her crown as the lost princess of Corona. This realization hit her like a cannonball, causing her to fall into the vanity in her room, knocking over the stool. Recoiling from shock, Rapunzel was unaware that the loud thud had alerted Mother Gothel, who began ascending the stairs. Rapunzel tried to catch her breath as Mother Gothel etched closer to her room. She pulled apart the curtains to the stairway and muttered to herself, "I am the lost princess."

Wanting to get some answers for herself, Rapunzel exited her room just as Mother Gothel was about to open the curtains herself. She looked on in faux concern as she noticed the state her 'daughter' was in. She wouldn't have to wonder what was wrong for much longer as Rapunzel uttered those four words once more.

"I am the lost princess."

Gothel scoffed at this and rolled her eyes, annoyed at Rapunzel's mumbling. "Please speak up, Rapunzel. You know how I hate the mumbling."

Rapunzel glared daggers at Gothel as she spoke louder and clearer this time. "I am the lost princess. Aren't I?" Mother Gothel's eyes grew wide, that was all she needed to know. "Did I mumble, Mother? Or should I even call you that?"

Gothel, although shocked at first, waved her hand dismissively as she replied, "Oh, Rapunzel. Do you even hear yourself?" She moved closer to the poor girl, "Why would you ask such a ridiculous question?" She opened her arms to hug her, only to be shocked as Rapunzel pushed her away.

"It was you! It was all you!" Rapunzel accused loudly.

Gothel's eyes narrowed as she defended herself, "Everything I did was to protect you." Rapunzel scoffed and pushed past her, rushing down the stairs with Gothel rushing after her.

"I've spent my entire life hiding from people who would use me for my power..." Rapunzel started before turning around to face the woman who was not her real mother. "When I should have been hiding from you!"

Gothel scoffed and retorted, "Where will you go? He won't be there for you."

"What did you do to him?"

"That criminal's to be hanged for his crimes." Gothel revealed with an evil smile.

"No."

Gothel took this chance to slither around the distraught girl, "Now, now, it's all right. Listen to me. All of this is as it should be." She went to pat Rapunzel on the head, but was surprised as the girl grabbed her by the wrist, her grip tightening around her.

"No! You were wrong about the world. And you were wrong about me." Rapunzel declared before shoving her away shouting, "And I will never let you use my hair again!"

Gothel fell back into the mirror, shattering it completely due to the sheer force of the push. Her breath quickened as she saw Rapunzel walking away from her. Seething with anger, a dark aura suddenly surrounded her as she said darkly, "You want me to be the bad guy? Fine. Now I'm the bad guy."

Back at the shoreline

Flynn had to move, and he had to move now.

After escaping the Kingdom, he, who was riding atop of Maximus, made a mad dash towards the forest. They both made their way over the stone bridge, the morning sunlight shining through the clouds, bringing light to this new day. Once he made it off the bridge, Maximus and Flynn made their way back to the shoreline.

But something caught his eye.

The unconscious forms of Sonic, Iron Man, Mario, and Twilight Sparkle.

Batman, who had gotten up not a mere moment ago, was kneeling over Twilight waving a capsule of smelling salts in front of her snout. He heard the sound of galloping behind him and turned to see Maximus and Flynn approaching.

"Whoa, Max! Whoa, boy." Flynn shouted as he tugged on the rope wrapped around Maximus' muzzle, enticing the horse to slide to a stop.

Batman looked up at the man and said, "Rider."

"Are Twilight and the others okay?" He asked, genuinely concerned for their wellbeing.

But to his dismay, Batman shook his head, "I don't know." He turned his attention back down to the sleeping unicorn by his feet, "This is a type of magic that I've never dealt with before. I don't know how long its effects will last on them."

Flynn stroked his beard in thought, "Hmm... Unresponsive sidekick..." He pondered to himself before an idea struck him. "Wait a minute. I know how to fix this! Max, give him a wash!"

Maximus nodded before he craned his neck down, causing Batman to move away from the unconscious mare. The horse then proceeded to lick Twilight's face, causing her to groan in annoyance. Twilight then slowly, but surely, opened up her eyes to see both Batman and Maximus looming over her.

"Ugh..." Twilight groaned as she sat upright, rubbing the back of her head, "What happened?"

"Discord whammied you with some form of sleeping spell. I only just got up myself, but I can't say the same about the others." Batman informed the mare.

The unicorn shook her head before she slowly got back up to her hooves, "Right... give me a moment." She said before taking in a deep breath. Her horn lit up as she released a burst of magic that zapped Sonic, Mario, and Tony, causing two of them to shoot upright, gasping for breath.

"ARGH!!! God, what the hell!" Tony exclaimed as Mario looked around at his surroundings, just as confused as the billionaire sitting beside him.

Both Batman and Twilight looked over to see that Sonic was still sleeping. The Dark Knight groaned as he marched over and kicked Sonic in the side, causing the hedgehog to wake up. Startled, Sonic shouted out, "What the heck?!"

"Wake up." Batman said simply before walking back over to Twilight's side.

Tony, who was still recoiling from being magically awakened, asked, "Anyone wanna tell me what the hell just happened?"

"That's what I'd like to know." Said Flynn Rider, who was still sitting atop Maximus.

Batman folded his arms and informed the group of what had happened. "Discord knocked us unconscious with some form of magic. I don't know where he's gone, but it's clear he's no longer in the immediate vicinity."

Twilight thought back to their encounter with the Spirit of Chaos and Disharmony for a moment before her eyes shot wide open. Rapunzel! Discord said that he had made a deal with her mother so that she could continue to misuse her magically given gift for herself. But what Discord gained out of it was still a mystery to her.

"Oh no! Flynn, Rapunzel's being held prisoner!" Twilight informed her friend, worried for Rapunzel's wellbeing.

But it appeared that Flynn already knew this as he nodded and said, "That's right. In her mother's tower." Maximus trots forward as Flynn looks down at Twilight, "This calls for a rescue. Are you guys with me?"

It was then that Iron Man stepped forward, "Saving lives comes with the fine print of being a hero." He looked to Flynn and said, "I think it's pretty obvious that we're with you, Rider." This point was backed up as everyone else nodded in agreement. They weren't going to leave Rapunzel in Gothel's care, not when they could do something about it.

Flynn laughs joyously as Max raised his forelegs into the air, "Alright right! Let's go save a damsel in distress!" With that, Flynn leads the group into the forest, with Sonic running alongside the Maximus. Tony hovered in the air for a moment before darting forward, flying alongside the group as they ran into the forest.

"Hang on, Rapunzel..." Twilight thought to herself as she ran alongside Batman and Mario. "We're coming for you."

A few moments later

The group had been travelling for some time now, following the path towards Rapunzel's Tower in hopes of saving her from the cruel clutches of Mother Gothel. Once they had found and saved Rapunzel, then it would be time to focus on Discord.

But as it turns out, he couldn't wait, as the dirt road suddenly turned into soap. This caused Sonic to lose his footing and fall flat on his face, sliding across the soap. Maximus slid for a moment, his legs moving around uncontrollably before he managed to gain his footing somewhat, sliding across the soap with Flynn silently thanking the horse for his movement control.

Twilight, of course, fell flat on her belly.

Mario slid before falling onto his back.

Batman slid and somehow managed to not fall over.

Iron Man looked down at the road, a puzzled expression over his concealed face. "Now what the hell is this?" He asked himself before he got his answer in the form of Discord appearing right in front of the group.

"Well, well, well, I see you have all banded together to stop me. How terrifying!" He exclaimed dramatically, not taking them seriously at all.

Twilight struggled but managed to get back onto her hooves and glared up at the draconequues. "Let us through, Discord!" She commanded, pointing a hoof at him. "You can't keep us from saving Rapunzel!"

Discord arched an eyebrow at her, "Oh can't I?"

Suddenly five portals appeared hovering in the air as five Soulless Commanders dropped out of them, the sun shining off their blade like appendages. The group glared at the androids as the portals disappeared. Flynn looked at the squad of androids worriedly before Batman got his attention.

"Rider, go save Rapunzel! We'll deal with them!"

Flynn nodded at the Dark Knight gratefully. "Thanks!" With that, he rode Maximus further into the forest towards the Tower, intent of saving Rapunzel.

Discord watched the man disappear with a contemplative look on his face. "I could stop him..." He said to himself before waving his paw dismissively. "Pfft, nah! That's booooring!!! Besides I'm kinda curious as to where this could possibly go." He turned his attention back to Twilight and the others. "Y'know what else is boring, this line up! Really? Just five Soulless Commanders? Ugh, I guess I have to do everything myself." He said before raising his talon, preparing to snap. "Let's spice things up, shall we?"

Discord snapped his fingers.

The group looked on in confusion for a moment before five multicolored tornadoes appeared around the group of androids, engulfing them completely.

"What's going on?" Mario asked Twilight.

"I-I don't know." She replied.

Her question was seemingly answered as one of the androids stepped out of one of the tornadoes. Except it wasn't an android that stepped out of the tornado.

It was...

Twilight Sparkle?

She looked exactly like her counterpart, except all of her colors were faded.

The real Twilight looked on in shock, what was happening right now? But it wasn't over yet as a familiar looking hedgehog stepped out of another tornado, one that a certain azure hero was hoping to never see again.

He looked exactly like Sonic, except his fur was a very dark blue. His eyes were void of any pupils, simply a white, glowing void in his head. And surrounding him was a dark, purple fiery aura that made him look all the more sinister.

Dark Sonic grinned insanely as he cracked his fingers, his pupilless eyes glowing even more brighter.

Sonic took a step back in shock at the form he had buried a long time ago. Only now it had come back to haunt him and his new friends.

Batman glared as a familiar face stepped out of another tornado. He wore a silver suit with an owl emblem in the center of his chest. He had razor sharp claws on his fingers, wrist bracelets that fired sharp projectiles. A metal cowl in the shape of an owl's head with glasses covering his eyes for protection. His cape was a metallic silver that looked like it was made from multiple metallic feathers that could be used for protection and offensive measures.

Owlman chuckled deeply as he sneered at his counterpart.

Batman glared at his Earth 3 counterpart, still angry at the fact that a sadistic version of himself exists in the multiverse.

Mario frowned, looking onward as another figure exited a multicolored tornado. This one looked exactly like Mario, except he had a watery like appearance, had glowing red eyes, and was wielding a giant paint brush as a weapon.

Shadow Mario pointed his paint brush at his doppelgänger.

Mario stared at the familiar form Bowser Jr. once took to impersonate him, clenching his fists tightly.

Tony looked on, seeing the last figure exit from the tornado. He wore similar armor to him, except it was white and had glowing blue accents and highlights.

Superior Iron Man aimed his Repulsor Rays at his counterpart, daring him to make a move.

Iron Man did the same, eyeing his evil counterpart sternly.

Once the multicolored tornadoes dispersed and the match was set, Discord said, "There! Isn't that much better? A classic 'Mirror Match-up' for the ages! A good ole' fashioned brawl for the history books!" He clapped his mismatched hands together before saying, "Now if you'll excuse me, I have some chaos to wreak. Arrivederci!!!"

Discord then vanished in a flash of light, leaving the heroes to fight their sinister counterparts. The team of rogue copycats grinned excitedly as the coming battle drew near, while the originals simply glared at the imposters. Twilight shook her head, this was way worse than what Discord did to her friends before.

This was a distraction they did not need right now. They needed to get to Rapunzel.

Unfortunately the imposters had other ideas.

Owlman chuckled as he ordered, "Kill them all."

"With pleasure!!!" Dark Sonic shouted eagerly as he took flight, dashing forward towards his counterpart. He aimed his hand forward and shot multiple dark orbs at his pure self.

Sonic gritted his teeth and dashed off further into the forest, allowing Dark Sonic to follow him to continue their fight.

Twilight looked in the hedgehog's direction before facing her counterpart, who had fired a beam of magic directly at her. Her reflexes kicking in, Twilight summoned a shield to protect her from the deadly attack. She struggled to keep it up, but as Discorded Twilight's magic had reached its limit, the beam ceased, allowing Twilight the chance to dispel the shield and fire a beam of her own.

While the two unicorns went at it, both Iron Man and Superior Iron Man took to the skies, firing Repulsor Blasts at one another, each time missing due to their instinctive reflexes in the air. One outmaneuvered the other, both equally matched, their battle continuing on in the air.

Mario slid under Shadow Mario's brush, just managing to dodge the strike intended for his head. He backflipped over his shadowy foe as the villain swung once more, missing the plumber by an inch. Mario landed behind the copycat and threw a punch, but Shadow Mario moved his head to the right, avoiding the strike before he threw a punch of his own.

Batman used his forearm to block a haymaker from Owlman before he tried uppercutting the villainous copy, but that was blocked by Owlman before he shoved his Earth 1 doppelgänger away from him. He then aimed and fired multiple projectiles from his wrist gauntlets. Batman ducked down and let the sharp projectiles hit his cape, the protective fabric making the knife like weapons bounce off of it and fall to the ground.

Enraged, Owlman dived forward and tackled Batman to the ground. They rolled around for a moment before Batman used both of his legs to kick Owlman off of him. The villain flipped through the air a few times before throwing down three Owlrangs. Batman quickly grappled away as the projectiles exploded where he was standing.

Meanwhile Twilight was struggling against her counterpart. For every spell she knew, Discorded Twilight knew a counter spell to still her efforts. She fired a magic blast, but the imposter simply teleported away, letting the blast hit and destroy the tree behind her.

She reappeared behind the unicorn and lit up her horn, grabbing Twilight with her magic and sending her flying into the trunk of a tree. Twilight groaned and tried to move, but found it useless as her counterpart continued to hold her in place.

"You're so pathetic. So naïve. So submissive, it's disgraceful!" The darkened unicorn spat at the Element of Magic. "You think friendship is truly magic?" Discorded Twilight asked, genuinely curious.

Twilight looked at the mirror image with sheer determination, "Of course I do! Friendship is the most powerful magic of all! I'd do anything for my friends, just as they would do for me!"

"Even though they all abandoned you at Shining Armor and Cadance's wedding?"

Twilight's eyes shot open, the memories of the Royal Wedding flooding back to her.

"In fact if I were you, I wouldn't show up to the wedding at all!"

"Come on, ya'll! Let's go check on the princess."

"You have a lot to think about."

Discorded Twilight actually smiled as her double genuinely looked sad, that means she was thinking about it. Good. That's what she wanted. Time to add fuel to the fire.

"And what about the 'Want it/Need it' incident?" Discorded Twilight reminded the poor unicorn, "They said that they would take your concerns into consideration, but have they? Have they truly kept their word?"

Twilight looked down at her hooves, clenching her eyes shut, she wasn't listening to this.

Discorded Twilight smirked down at the girl, "Face it, Twilight. They abandoned you when Discord was first freed, they abandoned you at the wedding, what makes you think that they won't do it again? When you finally let the truth sink in, you'll be truly free. Just. Like. Me!"

"NOOOO!!!" Twilight screamed as she let out a massive pulse of magic that sent Discorded Twilight soaring through the air. Once her faded counterpart landed, Twilight stood up and marched over to her fallen form. "I know what you're trying to do, and it won't work! I love my friends and they love me! You won't drive us apart, I won't let you!"

Discorded Twilight chuckled before looking up at Twilight with a sick smile, "Careful Twilight, if you stay any longer you won't have time to save Rapunzel. Wouldn't want to be tardy, would we?" She spat out venomously, wanting to get one last jab in at her.

Twilight growled as she reminded herself that this was just another android, except it was disguised as some twisted version of her. She didn't feel bad, especially when she pierced through its chest with a magic beam, blowing it up in an instant. As red mist surrounded her, Twilight let out a breath of relief before walking away from the sight of the battle.

Meanwhile both Sonic and Dark Sonic were locked in a fierce race, struggling to overcome one another.

Dark Sonic opened his palm, an explosion of purple lightning shot out of it, aimed directly at Sonic. The Blue Blur swerved to the right to avoid the blast, but it was for naught as the lightning struck the ground beside him, creating an explosion that sent him tumbling across the grass.

Before Sonic could get up, his dark counterpart blitzed over and seized him by the neck, raising him into the air. Dark laughed at Sonic's pain, tightening his grip around the hedgehog's throat. "Y'know what's funny?" He asked rhetorically, knowing that Sonic couldn't answer in his current predicament. "You hid me away, deep in the back of your mind so that I wouldn't burn your pathetic world to waste. Instead of saving anyone, you merely delayed the inevitable!"

He then punched Sonic directly in the face, launching him through multiple tree trunks, destroying them before he landed on his back. He tried getting up, but Dark Sonic planted his foot on his chest, preventing him from moving.

"To think you had all this power, and you didn't even bother to use it. Why? Because you were scared. Scared of what I'd do to your friends, your enemies, your world... Your legacy. Embrace me, hedgehog, and you could be the most powerful being in the world. But only if you let go of your precious morals."

"And be like you? No thanks!" Sonic retorted.

Dark smiled, "Ah, so the blue rat finally decides to talk huh? Well in case you didn't notice, hedgehog, I have the upper hand here." He leaned down and got into his pure form's face, "How can you possibly hope to save anyone now?"

His response? Sonic headbutted Dark in the nose, causing the pseudo hedgehog to stumble back.

As Sonic got to his feet, he was slightly confused. That shouldn't have been able to hurt him at all. Dark is his most powerful form, even rivalling Hyper. But then he remembered that this wasn't Dark Sonic, it was just another android in the guise of the dark form.

Sonic smirked as he crouched down low, "You're right about one thing. I am scared of you. Scared of what you might do to my friends, old and new!" He then curled up and spun in place for a few seconds before boosting forward, piercing the dark hedgehog right through the chest. The dark counterpart let out a terrifying screech before it dissolved into a red mist.

The Blue Blur drifted around the area for a moment before uncurling and glaring at the place where his dark counterpart stood before.

"And that's why you'll never see the light of day again." He growled before dashing off the regroup with the others.

Back with Batman, he dodged and weaved every attack Owlman threw at him, not wanting his evil doppelgänger to get the better of him. He then backflipped away from a sweeping kick, throwing three Batarangs as he soared through the air. Unfortunately, Owlman deflected the projectiles with his metallic cape, grinning psychotically.

"Is this the best you can do, brother?" Thomas Wayne Jr. asked his younger brother from an alternate world with a smile. "It's no wonder you can't protect your city or those closest to you." He then took out his Grappling Hook and fired it at Bruce's chest, clamping onto it before bringing him back down to the ground.

Batman however, used his wrist blades to cut the cord before using his cape to glide down and kick his evil alternate brother to the ground. He wouldn't let him get the chance to get up, so he brought his fist down to his face, but Owlman caught it and smiled venomously.

"Like Jason Todd, and even your very own son." He then kicked Batman in the chest, sending him backwards as he stood up on his feet. "How many dead eyes can you look into before you're dead inside yourself? How long, brother... Until you become just like me?"

Believing he had gotten to him, Owlman dashed forward and reared back a fist, baring his metallic claws as he prepared to finish this. But he was stunned when Batman caught his arm and looked directly into his eyes.

"There's a difference between you and me." Batman said as he tightened his grip around Owlman's arm, causing him to grunt in pain as he fell to one knee. "We both looked into the abyss..." He raised his hand, holding an Explosive Batarang, "But when it looked back at us..." Owlman's eyes shot wide open as the weapon began to beep.

"...You blinked."

He jammed the Explosive Batarang into the android's head before kicking him away. Batman simply watched as Owlman stumbled for a moment before darting over towards him, claws bared as he prepared to end his life. But before he could get the chance, the Explosive Batarang exploded, destroying the villain and leaving behind a red mist.

Mario kicked Shadow Mario in the chest, sending the dark form of Bowser Jr. rolling backwards as his paint brush landed on the grass. The plumber walked slowly towards the fallen villain, picking up the paint brush on his way there.

Shadow Mario chuckled, "I may be a form Bowser's son took while you were on Isle Delfino, but the point still stands that you could have just as easily turned out like me. Without your brother, Peach, your friends, you would've surrendered to the darkness a long time ago."

The shadow clone stood up, getting right in Mario's face.

"Face it, Mario, in the end we're not so different. If you didn't have everything you have, then you would've become the villain of the story."

Mario shrugged, "Maybe..."

The shadow clone let out a pained gasped as he felt something puncture through his chest. He looked down to see his paint brush lodged into his body. He looked back up into his copy's eyes as he slowly began to turn into red mist.

"That's why I'm grateful for the people in my life. I wouldn't be Super Mario without them."

Shadow Mario faded away into red mist, as did his paint brush, leaving Mario standing there as the mist faded away. He let out a sigh of relief as he ran to regroup with everyone else.

Two Unibeam blasts collided, resulting in an explosion that sent the two combatants flying back from one another. Iron Man recovered and launched multiple missiles from his shoulders, hoping to gain the upper hand on his counterpart.

But Superior Iron Man blocked the projectiles with his Holo-Shield before blasting over and tackling Tony to the ground, digging a trench where they landed. He went for another attack but was blasted in the face by a Unibeam blast, which sent him into the air before he activated his thrusters and hovered in the air.

"You wanna know what happens when you lose your morality?" Superior Iron Man asked before gesturing to himself, "This. Perfection. I've created an empire of machines. I've protected my world, no crimes go unnoticed by me, I solved the equation that was world peace!"

He then lowered himself and landed softly on the grass before walking towards Tony.

"I mean look at me! Symbiote infused armor that can withstand a hit from The Hulk! I'm the world's greatest hero, a monarch! All of this could be yours for the low, low price of axing basic human rights. Why give a damn about anyone else when you should only care about number one?"

"You sound like Ultron."

"Well maybe Ultron had a point."

Tony shrugged, "Well if that's your way of thinking..." Without warning he jetted forward and slammed his fist into Superior Iron Man's Arc Reactor, causing him to gasp out in pain. Tony opened the palm of his hand and began charging up a Repulsor Blast. "And that's why I'm grateful for my humanity, because without it, I'd be just like you."

He fired the blast.

Superior Iron Man's upper body exploded into red mist, soon to be followed by the rest of his body.

Once the pale imitation of Tony Stark was destroyed, the real deal walked forward as everyone reconvened in the middle of the trail. "Everyone all right?" Tony asked, concerned for the well being of his friends.

Sonic looked down at his feet, the encounter seriously weighing on his mind, "...We'll get over it... Right?"

Twilight closed her eyes as those seven words rang out in her head.

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about."

"YOU HAVE A LOT TO THINK ABOUT."

She shook her head to rid those thoughts, as if they remained she might actually break down and cry. If there was one thing this encounter showed her, it was that she wasn't truly over what had happened at the wedding. She never truly dealt with those feelings of resentment, anger.... Hurt.

But now wasn't the time to dwell on that. She would have to eventually talk to her friends about it, but not right now. She had to get them back first. "You're right, Sonic. We will get over it, but right now we need to get to Rapunzel and Flynn."

"She's right." Batman agreed, noticing the smile on Twilight's face, he nodded towards her and said to the group, "We need to move!"

"You heard the man! Let's-a-go!" Mario encouraged enthusiastically before rushing into the forest, the others following behind him, making their way to the Tower.

Meanwhile: at the Tower

"Rapunzel! I thought I'd never see you again." Were the first words Flynn said as he climbed through the window of the Tower. It had been a grueling task, but he had managed to get up there. It would be worth it after all. It would be worth it...

For her.

When he climbed through he expected to see Rapunzel's smiling face. Instead he was met with the sight of Rapunzel chained and gagged, unable to move anywhere due to her bonds. Flynn's smile faded at the sight of Rapunzel's current state. He had to help her.

But he wouldn't get the chance as Mother Gothel, who was hiding behind him, drove a hidden dagger into his side. Letting out a grunt of pain, Flynn Rider fell to the floor, clutching his side in agony as blood began to seep through his fingers.

As Rapunzel struggled to get free, Mother Gothel looked down at Rider and scoffed before making her way to Rapunzel. She
made her way over and tugged on Rapunzel's chains, trying to lead her deeper into the tower as the girl continued to struggle, desperate to get free.

"Rapunzel, really! Enough already! Stop fighting me!" Gothel commanded.

Rapunzel pulled back, resulting in her losing her balance and falling to the floor, causing her gag to slip from her mouth. She turned to Gothel and declared, " No! I won't stop! For every minute of the rest of my life, I will fight! I will never stop trying to get away from you!" Her eyes drifted back to Flynn, who was losing a lot of blood. Her eyes softened as she turned back to face her captor. "But...if you let me save him, I will go with you."

Gothel raised an eyebrow at that while Flynn began to plead with her.

"No! No, Rapunzel..." He begged weakly as he tried crawling over to her, but the pain was too great, causing him to fall back onto his side. Pascal watched the scene from underneath a table stand helplessly, unable to do anything.

Rapunzel looked into the evil woman's eyes and said, "I'll never run... I'll never try to escape. Just let me heal him...and you and I will be together--forever, just like you want. Everything will be the way it was. I promise. Just like you want. Just...let me heal him." She pleaded with her, hoping to reach some small piece of humanity within her.

It worked! Gothel released Rapunzel and walked over to Flynn. She then shackled Flynn to prevent him from going anywhere. "In case you get any ideas about following us."

Rapunzel wasted no time and rushed to Flynn's side, "Eu...Eugene!" She brushed the hair out of his eyes and he clutched his side, struggling to sit up against the wall. She checked his wound, which was obviously bleeding.

"Oh, I'm so sorry. Everything is gonna be okay, though." She reassured him.

Flynn shook his head, "No...Rapunzel..."

"I promise. You have to trust me." She said as she placed her hand over his wound.

"No! I can't let you do this."

They stared into each others eyes.

"...And I can't let you die."

Flynn touched her face and replied with, "But if you do this... But if you do this, then you will die."

"Hey. It's gonna be all right." Rapunzel whispered to him.

Flynn gave her the very smallest of smiles before halting her, "Rapunzel... Wait." He stroked her hair lovingly, making her pause her movements. He began moving his face closer to hers, Rapunzel doing the same. And in one swift motion, Flynn cut off her hair with a shard of the broken mirror.

Recoiling in shock as her hair began to turn from blonde to a dark brown, she failed to notice Flynn's hand fall to the floor, the shard clattering against the floor. The other part of her cut hair began to turn from blonde to brown, losing its magical healing abilities.

"Eugene, what--" Rapunzel stuttered as what had just happened began to finally sink in.

Meanwhile a look of absolute terror erupted on Gothel's face. "NO!" she screamed as she looked down at the strand in her hands, watching as it turned from blonde to brown. Trying whatever futile efforts she could, she tried to gather them up in her arms before the magic is lost. "Oh no. No..." She said in a panicky voice as the magic was forever lost to her.

Unable to stop the transformation, Gothel grabbed her hand and watched as it became wrinkled and withered.

"What have you done? WHAT HAVE YOU DONE?!!!" Gothel screamed as her aging began to spread across her body like a wild fire. Her skin turned pale and her hair a pallid gray. She screamed out in sudden shrieks, her body moving feebly, as she covered her decrepit face with her hood. She writhed about the room, crossing closer and closer to the window, where Pascal was waiting for her. He pulled on the long bunch of hair, causing her to spill out of the tower. Mother Gothel let out one last anguish cry in defeat before she aged out of existence, the shroud flying downward through the air as Twilight, Batman, Iron Man, Sonic, and Mario reached the base of the Tower.

As the group observed the shroud falling to the ground, they were unaware that Discord had been watching the whole thing from the sky, chewing on a bucket of popcorn. A bucket that he instantly threw at the Tower in anger and disappointment.

"THAT'S IT?! All of that planning was for nothing?! I did all that work, and carried out one of my greatest plans to date only for her to fade out of existence?!" Discord vented as a foam thumbs down hand appeared on his paw. "Booooo!!! What a waste of a perfectly wonderful plan!"

Suddenly a portal opened to his left, signaling that his time in this universe was up.

Discord tossed the foam hand away and floated dejectedly towards the Rift, "Ugh, honestly I don't know why I even bother." He muttered to himself as he walked through the Rift, zipping it up like a zipper, leaving the Kingdom of Corona for good.

Back down at the base of the Tower, Batman and Twilight rushed over to the fallen shroud, the Dark Knight kneeling down to pick it up. All he found was specks of ashes that used to be Mother Gothel. He closed his eyes before setting the shroud down onto the grass. He suddenly scooped Twilight up under his arm and grappled the both of them up to the window, with Tony grabbing Sonic and Mario and then proceeding to fly them up there himself.

Once Batman got a solid grip on the edge of the window, he pushed himself and Twilight up to see what was happening. The unicorn gasped at the sight of Rapunzel holding Flynn's limp form. He wasn't moving, he wasn't moving at all. The Dark Knight climbed through the window and set the unicorn down onto the floor as Iron Man hovered outside the window with Sonic and Mario in his grasp.

The group of heroes observed as Rapunzel grabs Flynn's arm and places it against her hair, hoping for there to be some form of magic remaining. "Flower, gleam and glow. Let your power shine. Make the clock reverse." She sang through her tears.

"Rapunzel..."

"Bring back what once was mine."

Flynn touched her face with his hand, "Hey. Rapunzel."

She grasps his hand, never wanting to let go, "What?"

Flynn smiles up at her, "Rapunzel... You were my new dream."

The tears continue to well up in her eyes as she replies, "And you were mine."

Flynn smiles once more before his eyes close and his body goes limp, his hand falling to the floor. As Rapunzel bawls into the fallen man's chest, Twilight suddenly clung to Batman's leg with her forelegs, shedding tears for her fallen friend. But there was a sense of comfort as Batman stroked her mane, reassuring her that it would all be okay.

Outside Tony looked away, even after all these years, it still bugged him that he could basically come up with a solution for anything... Except death. It made him feel powerless and he hated that.

Sonic and Mario looked away, feeling for the poor girl inside the Tower.

"Heal what has been hurt. Change the Fates' design. Save what has been lost. Bring back what once was mine." Rapunzel continued to sing as she moved her hand over his heart and leaned in closer, her face nearly touching his, her song nearly a whisper. "What once was mine."

She sobbed, the weight of her loss still taking a toll on her. A tear fell onto the rogue's skin. It settled there, glowing into the shape of a flower. Suddenly a light burst forth from Flynn's wound, wresting Rapunzel from her sorrow. Twilight stared open-mouthed at this sight while Batman eyed it curiously. The healing magic swirled into the air like strands of hair, wisping around Rapunzel, her eyes wide. A six-pointed flower magically bloomed from the wound, before the light disappeared inside of him. She moved closer to his face, brushing the hair out of her eyes as Flynn slowly took a breath and opened his eyes, new life being breathed into him.

"Rapunzel..." Flynn said to her with a smile.

"Eugene!" Rapunzel gasped happily.

The rogue smirked, "Did I ever tell you...I've got a thing for brunettes?"

"Eugene!" She shouted happily as she threw her arms around him.

From the side, Twilight was bouncing on the spot with joy, a broad smile upon her face. Batman simply stood there, a faint smile on his face at the sight. Outside Sonic and Mario were cheering while Iron Man simply laughed joyously, he may not have liked magic very much, but he was damned well grateful for it now.

Twilight went over to see her two friends when she felt something fall onto her head. "Ow!" She exclaimed, rubbing her head with her hoof as the mysterious object fell to the floor beside her. She looked down and gasped in shock.

The Elemental Keystone!

But not only that, there was also a note laying next to it. She picked it up with her magic and unfurled the note and read it aloud.

"....Well Played...

Until our next game, Sparkle Butt. Consider this a reward for stumbling your way through all of this, you lucky nerd. But this doesn't mean you've won, I still get the last laugh!

I'll tell your friends you said hello.

Discord."

After reading the note, she crumpled it up and tossed it aside with her magic as Batman walked over and picked it up, placing it into a pouch in his Utility Belt. The two friends looked at each other, with Twilight smiling up and her dark and brooding friend.

Her heart soared when he actually smiled back.

Sometime later

The group all stood at the base of the Tower, standing opposite from one another, with Flynn, Maximus, and Rapunzel standing on one side, and Twilight and the others standing on the other. The sun shined down upon them as Sonic said happily, "Wow, Rapunzel! You're finally gonna get to see your real home."

She smiled and responded, "I know! I mean...I can't believe it. I can finally be with my real family! I couldn't have done it without your help."

Tony smiled underneath his helmet, "You're welcome. Happy to help."

"Well, from where I'm standing, the Kingdom couldn't ask for a better princess. And I couldn't have asked for better sidekicks!" Flynn said with a smile. "Thanks!"

"Yes, thank you so much." Rapunzel added.

Mario leaned in towards Twilight and muttered, "Happily ever after."

She giggled before turning to face Flynn, "Now, Flynn, you and Maximus play nice." She warned playfully.

Flynn pouted while Maximus whinnied happily. He then took hold of Rapunzel's hand and stared longingly into her eyes.

"You're gonna do great." Sonic said, catching their attention.

"Thank you," Rapunzel thanked the blue hedgehog, "I know that with Eugene by my side, we'll accomplish anything."

"'Eugene'?" Sonic, Mario, Tony, and Twilight repeated confusedly.

Before Flynn could clarify, Batman beat him too it, "It's his real name. Eugene Fitzherbert."

Eugene tilted his head, a baffled expression on his face. "H-How'd you--"

"Simple." Twilight started.

"He's Batman." Sonic, Twilight, Mario, and Iron Man said collectively, already growing used to the Dark Knight knowing more than he should.

They all share a laugh, even Batman cracked a small smile.

"So what's next for you guys?" Eugene asked the group, curious as to where they go from here.

Batman folded his arms and said, "Our mission isn't over yet. We still have two more Keystones to find before we have a chance at finding our friends."

"If we find our friends." Twilight rephrased sadly.

Rapunzel smiled at her and said, "Hey, you'll find them. If there's one thing I've learned about all of you is that you work well together. As long as you all stick together, there's nothing you can't do."

Twilight looked up and smiled, "Thanks, Rapunzel."

Suddenly, a Rift opened up behind the group, signaling that their time here was up. "Uhhh... Is that for you?" Eugene asked as he pointed to the portal.

They all turned around, noticing the Rift before turning back to face them. "Yep, that's us." Mario replied.

"We'd better get going before that portal closes on us." Iron Man said, but not before saying, "It's been a blast, you two."

While Rapunzel looked saddened, Twilight said, "Hey, this isn't goodbye forever. We'll see each other again, I promise."

Rapunzel knelt down and wrapped the unicorn in a bone crushing hug, "Come and visit!"

"I will." Twilight replied as she hugged her back. The two broke apart as the group of heroes slowly made their way towards the Rift.

Sonic gave them all a thumbs up before he jumped into the portal, with Mario waving as he two went through. Iron Man gave them all a two fingered salute before flying through. Twilight smiled, but stopped when Batman suddenly stopped moving.

"Rider." Batman started as he turned to face the rogue. "Keep out of trouble, or I'm coming back for you."

Eugene chuckled nervously as he rubbed the back of his head, "Ehehehehe... Don't I know it...."

With that, Batman nodded and leapt through the portal, with Twilight giggling at the nervous look on Eugene's face. She gave Rapunzel, Eugene, and Maximus one final smile before she galloped right through the portal. Once her tail went through, it swirled for a moment before it closed forever.

Rapunzel and Eugene looked into each others eyes for a moment before they drew closer to one another, their faces itching closer towards each other.

Maximus let out a happy whinny as their lips met.

The sun shined down upon them, things were going to be okay.

Author's Note

Discorded Twilight- StarryshineViolet

Shadow Mario- Nibroc-Rock

Dark Sonic- Fentonxd

That does it for Tangled! What a ride that was.

Now for those wondering why I brought up situations like the Canterlot Wedding, that will all come into play later. Just know that during this story, Twilight will go through events that will eventually lead her to becoming the mare we see in later seasons of the show.

After all, everything she has ever been through leads up to her ascension in Magical Mystery Cure, including this story.

Anyways, see you all next chapter.

21. Metropolis (Part 1)

Foundation Prime

Exiled's Fortress

Exiled chuckled as Rapunzel's lost tiara floated over to one of the many pedestals in his throne room, sitting comfortably next to Woody's badge. The Ancient looked down at the draconequus, who was inspecting his talons, and said, "Well done, Discord. Even though your tactics are childish, you are to be commended in retrieving the Foundation Element."

Discord bowed, "All in a chaotic days work."

"But I must ask, were Twilight Sparkle and her new friends a hindrance to your mission?"

The Lord of Chaos waved his hand dismissively, "Puh-leese!!! That little nopony couldn't even hold a candle to me!"

"Hey! Don't talk about Twilight like that!!!" Rainbow Dash exclaimed, coming to her friend's defense.

Popping over to the Equestrian's containment orb, Discord laughed in the pegasus' face. "Oh? And what exactly are you going to do about it?" He asked, riling her up even more. "I'm out here, and you're in there."

Celestia, stepping past Rainbow Dash, glared at the draconequus and declared, "You will not prevail, Discord. Twilight will stop you!"

"And here we have Sunbutt once again using Nerdy McNerdy Pants as a weapon."

She took a step back, stunned at what Discord had just said. The thought of her ever using her faithful student made her sick to her stomach. She loved the unicorn like a daughter. How dare this chaotic being accuse her of such a despicable act.

But before she could say anything, Exiled stood up from his throne and proceeded to walk down the steps leading to it. "As amusing as this is, we haven't the time for this."

Captain America, who was leaning against the forcefield, asked, "What are you planning to do?"

Exiled chuckled as one of his Soulless Commanders appeared next to him through a portal. He nodded to it, instructing it to begin. Its visor lit up before casting a holographic image of a familiar lavender unicorn mare. "Twilight Sparkle." The image changed to a blue hedgehog, "Sonic the hedgehog." The image then shifted to a certain plumber, "Super Mario." It then morphed into one of an Armored Avenger, "The Invincible Iron Man." Finally, it shifted to an image of the Caped Crusader, "And finally, the Batman. Each of them a constant reminder of a preposterous prophecy foretold by that fool Starswirl. And yet, they don't seem focused on the Foundation Elements, only the Keystones. They don't even appear to be aware of my presence in all of this. I can use this to my advantage."

The holographic image faded as Exiled turned to the Soulless Commander.

"Bring me Ivo Robotnik." He commanded, to which it responded with a dutiful nod before dashing out of the throne room. He then opened the palm of his hand as the mysterious blue Keystone appeared in his palm. He then closed his claws around it as two portals appeared in the air.

It was then that two sets of screams were heard as two individuals fell out of the portals.

The first was a female equine like creature. She had a twisted horn, a pair of tattered insectoid wings, dark green eyes with elongated oval pupils, and sharp fangs. In addition to that she had a teal mane and tail, blue-green plating over her midsection, and she wore a small, black crown tipped with blue orbs.

Queen Chrysalis looked around, confused as to where her current whereabouts was. One minute she was sitting atop her magical throne, starving and craving for love, then the next thing she knew she was whisked away through a portal and ended up here.

The Mobian beside her wasn't faring any better. He had a white fur pattern on his back that resembles a ribcage, a bushy tail with five white tips, and long, white, stiff dreadlocks on the back of his head. His muzzle was white and protruding with cheek tufts, and he had a black nose and noticeable fangs. He had complete heterochromia, with his right eye being blue and his left eye being yellow. There was a large white scar across the right eye and he wore a white collar around his neck and black gloves with silver designs on the backs, covering his sharp claws. He also wore pointed, metal and black hi-tops, with his personal infinity symbol engraved on the red soles.

Zero the jackal looked around for a moment, slowly processing what was going on here. The last thing he knew he was still searching for the Phantom Ruby after it was lost to him in the aftermath of the Eggman War. And then he was suddenly here.

"What is this?! Where am I?!" Chrysalis demanded to know, baring her fangs.

"Queen Chrysalis?!" Both Celestia and Luna shouted in shock of seeing the changeling in their midst.

The Queen of the Changelings turned to face the Equestrians, her eyes widening as she laid eyes upon her enemies. "Celestia and Luna?! The Element Bearers?! What is the meaning of this?!"

"I could ask you the same thing." Zero said suddenly, finally speaking up since his arrival here.

It was then that Knuckles shouted, "What's Infinite doing here?!" After the Eggman War, Team Sonic had lost tabs on the jackal that had caused them so much pain for those long and endearing six months. So it was a shock to see the villain here.

Zero turned to face the Mobians and scowled, "Knuckles the echidna. Amy Rose. Miles 'Tails' Prower." He stated their names as addressed them all individually. He folded his arms as he noticed, "And it appears you are short of a certain blue rat." He then gestured to the other prisoners in the throne room, "Quite a menagerie you have here. Why am I here?"

The sound of someone chewing popcorn caught the attention of both villains. They turned around to see Discord hovering above them with a bucket of popcorn in his hands. "Well this is just too entertaining." The Spirit of Chaos said, enjoying these events a little too much.

"Discord?" Chrysalis said his name questioningly. "You are free? Why did you summon me?!"

"He didn't." Exiled spoke up, stepping forward towards the two villains, with Zero readying his sword and Chrysalis lighting up her horn, hissing menacingly at the ancient being. "That would be me. I am Talos, but you may refer to me as The Exiled." He introduced himself before placing his hands behind his back. "Queen Chrysalis and Infinite. Two beings of extraordinary power, yet due to the interference of two beings it was all taken away."

Zero snarled, pointing the tip of his blade at his summoner, "Tread lightly with the next words you utter."

Although amused at the pathetic attempt of a threat, Exiled continued, "I'm recruiting specific individuals to hunt down rare artifacts of power. Foundation Elements. In exchange, I grant them a piece of the multiverse when we're done." He outstretched his hand, offering the same to them, "And I offer the same to you two. You just have to do one thing."

Chrysalis quirked an eyebrow, "And what's that?" She asked.

"Destroy Twilight Sparkle, Sonic the hedgehog and their new friends."

If they weren't sold on the idea before, they were now.

Zero smiled as he lowered his sword, "Where do we start?"

"They have been travelling to worlds that contain a Keystone, a relic of Ancient technology. For some unknown reason they have been scattered across the multiverse, and one of them has ended up in the dimension designated as Earth 1, in a city known as Metropolis." Exiled explained to the two. "You are to go there and claim the Keystone for yourselves. Once Twilight Sparkle and her friends enter that reality, you will destroy them."

Chrysalis cackled, she loved the sound of that, "Nya ha ha ha! Finally, the mare who stubbornly got in my way will finally meet her end! She will pay for ruining my siege of Canterlot! When do we depart?"

Exiled turned to her and said, "You are to amass your Changeling army. Expect resistance from the natives of that world. Once all opposition has been wiped out, the love of that world will be yours." As Chrysalis beamed in excitement, the Ancient set his sight on Zero, "And you will need a little upgrade."

Suddenly, the doors leading into the throne room opened, revealing Dr. Eggman as he walked in with a vicious smile on his face, holding a magenta icosahedron ruby with black ripple patterns along its surface.

Upon seeing the Phantom Ruby, Zero dropped his blade to the ground and slowly walked over to it. His eyes were wide with a hint of longing, a hunger for power, an obsession for the gem that lay in the doctor's hand.

"The Phantom Ruby..." Zero whispered in awe before stopping in front of the man with the master plan. When Eggman offered him the gem of power, Zero took it without hesitation. Without waiting any longer, he planted it onto his chest, the power surging through him once more. He had almost forgotten what it felt like.

Infinite cackled madly as he hovered above the floor, a glitchy red aura surrounding his form. He set his sights onto the Mobians and grinned madly, "At last! No more weakness! No more waiting! At long last! I am REBORN!!!" An explosion of Phantom Energy pulsed from within him before he landed on the ground once again.

Zero was no more.

Infinite was reborn.

Exiled chuckled before commanding, "Now go! Show the world that the both of you are more than your failures! Claim your vengeance! You're victory! Show them that nothing will save them now, show them that nothing will stop you! Destroy Twilight Sparkle and her friends, then all will be yours."

Chrysalis cackled before flying out of the throne room whereas Infinite simply teleported himself to another location. Eggman was about to leave, but was stopped by The Exiled.

"Not you, Doctor." Exiled said as Eggman turned to face him. "I have a task of the utmost importance for you to complete."

Eyeing him curiously, Eggman asked Exiled, "What do you need me to do?"

Opening his hand, Exiled summoned a microchip into existence before handing it to Eggman. "This microchip will grant you access to the Catacombs of the fortress. There you will find a device, a portal, that I need to be fully operational as soon as possible."

Taking the microchip, Eggman repeated, "A portal?" He then asked, "How exactly does this portal fit into your plan?"

Chuckling, Exiled responded with, "That is for me to know, and for you to find out." He then turned away and made his way back to his throne, "You will have access to all the technology at your disposal while in the Catacombs. I expect there to be results, Doctor. Earn your keep by reactivating the portal, do not fail me."

Eggman nodded and made his way out of the throne room, but not before he flashed Team Sonic with a mischievous grin that let them know that was up to no good again. Knuckles growled as he slammed his fists against the barrier. Eggman paid him no mind however, he had big plans, and now it was time to put them to work.

Some time later

"Wow! Who knew that it would go as deep as this underneath the fortress?" Orbot asked himself as he and Cubot followed their master down the spiral staircase that led to the Catacombs. Once they had reached the bottom of the stairs, they encountered a long hallway made out of stone. As they walked down the hallway, various torches on the walls lit up aflame as they walked past them, the blue flames lighting up the darkness.

They had reached the end of the hallway, where they encountered a large, stone door with engravings etched within it. Eggman looked to the center of the door and noticed a tiny slot. He then placed the microchip inside the slot, which lit up the hieroglyphics on the door. The door then opened, revealing a large stone like gateway connected to a platform with claw-like appendages, most likely used to drain the energy of whatever it was that powered the gateway.

"Um, what do you think the Ancients used this for?" Cubot asked.

Eggman smiled as he made his way to one of the many computers next to the gateway, "That's what I intend to find out. Once I get this system back online, I want you two to download as many files as you can."

"What exactly do you want to see, boss?" Orbot asked as both he and his idiotic companion hovered over to his side.

Eggman smiled evilly as he typed onto the keyboard in front of him. Once the screen flicked to life, his smile grew wider as he said, "Everything."

Unknown Earth

Vorton

"The Elemental Keystone!" The Gateway Keeper stated excitedly as Batman placed it in the slot next to the Creation Keystone. "I'll handle that."

The Dark Knight also placed the motherboard he had taken from the fallen Soulless One on the console, wanting to examine it further when he had the time.

Mario smiled up at the monitor as it projected an image of the Elemental Keystone, "This is great! We only need two more Keystones now, right?" He asked the Artificial Intelligence, hoping that they were one step closer to finding their friends.

"If I could nod, I would. There's only two more Keystones left to get the Gateway to max capacity." Gateway Keeper said, informing the heroes that they were indeed close to their goal.

Twilight couldn't help but bounce in excitement, a broad smile made its way to her face. But that didn't last long as what her counterpart, or rather, Discord in disguise, said to her about her friends. They had abandoned her on more than one occasion.

The Want it/Need it incident.

The wedding.

That one hurt the most.

Sure she had said that they weren't at fault, but they were all in grave danger at the time. Chrysalis had just defeated Princess Celestia, the changeling swarm was attacking all of Canterlot. They didn't exactly have the time to sort out all of that baggage.

Then after that she had to plan the actual ceremony, so there wasn't much time there. Then the Crystal Empire returned, so there went another chance to clear the air. With all of those distractions, she had just put it all to the back of her head, not wanting to think about it. So that's exactly what she did. She went on with her life, having fun with her friends as much as she could.

She put it behind her, it was in the past.

So why did it hurt so much.

Batman saw the pained expression on the unicorn's face and was about to question it, when the Gateway Keeper suddenly spoke aloud.

"Luckily for you guys, I have the last two locations found and am able to send you all there whenever you are ready."

Sonic turned and faced the Gateway, wiping his nose with his index finger. "Then we shouldn't waste anymore time. Let's get those final two Keystones and get our friends back!"

"Funnily enough, this next dimension should be familiar to you, Batman." The Gateway Keeper revealed, confusing the Dark Knight.

"Why's that?"

"Cause you're going to Earth 1."

Batman frowned, if the Keystone ended up on his Earth, then there was no telling how many villains would love to get their hands on something that powerful. "Where exactly on my Earth did it land?"

"Metropolis. You guys had better hurry and get there." He said before activating the Gateway.

Her mood seemingly brightened, Twilight trotted up to Batman and said, "We're going to your world? Oh, this is so exciting! I can't wait to see what your universe is like! Maybe you can show us around! Show us your technology! I'd love to study all the gadgets you've made, oh, the possibilities are endless!"

Batman looked down at the unicorn and said, "Maybe some other time. Right now we have a job to do."

Reminded of the situation at hoof, Twilight's face became determined as she nodded to the Bat. They both turned to face the Gateway as Iron Man said, "They've rolled out the welcome mat. Come on, we don't wanna miss our big entrance!" With that, he flew right into the Gateway with Sonic and Mario following close behind.

Before she leapt in, Twilight turned and smiled up at Batman.

Once she went through, Batman jumped in after her. "Time to go home." He thought as his vision was shrouded with light.

Earth 1

Metropolis

It was a chaotic afternoon in Heroes Park. A few hours ago a meteorite struck the earth below, resulting in a massive explosion of orange energy. Reporters were on the scene like flies to garbage. One such reporter was a female wearing a purple jacket with a white skirt. She had purple eyes and black hair, and a go getter attitude that usually got her in a lot of trouble.

Lois Lane was the first on the scene, wanting to get an exclusive for the Daily Planet. Unfortunately the military were already there, securing the area to prevent any civilians from getting anywhere near the crash site. But Lois got a good look and saw that it wasn't a meteorite at all.

It was a stone with orange hieroglyphics engraved into it.

The Keystone radiated with power, highlighting the area around it a bright orange.

She was about to question some of the armed guards, but was stopped as what appeared to be their commanding officer barged right past her, causing her to stumble. She wasn't going to let him get away with that, just who does he think he is? Lois marched forward as the general talked to one of his subordinates.

She stopped and listened in to what they were saying.

"Is this it?" The general asked.

"Yes it is." The soldier replied before asking, "Shall we begin?"

The general smiled deviously as he replied, "We shall."

Lois got a bad feeling, a hollowness in her stomach as she proceeded to back away. This might be something her fiancée might want to know about. She was about to grab her phone, but was stopped when the general grabbed her by the arm.

"What do you think you're doing?" Lois demanded to know.

The general smiled, "Looks like we've got a pesky parasprite sticking its wings where it doesn't belong."

Although confused by the term 'parasprite', seeing as she had never heard of it before, she ignored it and asked, "I had a feeling that there was something shifty about this whole operation. Whatever you're planning general, you can't hide it from me."

"You seem confident."

Lois smirked cockily, "Don't you know who I am?"

"Nope. And I frankly don't care." The general replied before flashing his teeth at the reporter. Lois gasped in shock. In place of regular human teeth were very sharp fangs. The general began to cackle as his eyes glowed a bright green. Before she knew it, Lois saw a green tornado swirl around the general as he shapeshifted into her true form.

Queen Chrysalis cackled as Lois backed away and screamed.

"What the hell are you supposed to be?!" Lois screamed as she fell to the grass, the other reporters backing away as more than half of the soldiers transformed as well. They had black, carapace-like, furless exteriors, webbed manes and tails, blue non-reflective eyes, fangs, bent horns, jagged ears, insect-like wings, and holes in their legs.

The Changelings all cackled as their queen rose to the air, her jagged horn lighting up a bright green. She amplified her voice and declared to her subjects, "My changeling swarm! Take the city, feed on all the love you can find! Let none stand in your way, destroy all who oppose my absolute rule over this city! Nya ha ha ha ha ha ha!!!"

As various civilians and soldiers revealed themselves to be changelings and took to the skies, swarming the city, the soldiers who weren't changelings aimed their firearms at Queen Chrysalis. They were about to fire at the Changeling queen, but a sudden noise sounded off throughout Heroes Park.

Everything in the surrounding area took on a red tint as multiple red cubes appeared in the sky, swirling around Heroes Park like a predator circling its prey. Lois Lane had no clue what was happening, but she couldn't focus on that right now. She had to get in contact with Clark.

But the sudden sound of laughter stopped her dead in her tracks, just as multiple Soulless Ones glitched into existence, surrounding the entire area, stopping anyone from getting in or out. She looked back up to the cackling Changeling queen.

But something else caught her eye.

Or more specifically, someone caught her eye.

It was a jackal like creature, but he was wearing a silver-colored mask with white and black circular patterns on the inside of the ears, with the right ear being black with white circular patterns and the left being white with black circular patterns. While his left eye was visible through a red visor, his right eye was covered by a black lightning bolt-shaped piece, similar to an eye-patch, that was connected to his mask's right ear, which glowed red whenever he used his power.

Infinite cackled madly as he aimed his hand down at the soldiers. Without hesitation, he fired a red laser that destroyed each of them in an instant. As their ashes and firearms fell to the grass, Infinite released another burst of Phantom Energy, knocking everyone down to the ground.

"Resistance is futile. You're suffering is at an end, there is no hope. No savior to save you from me." Infinite declared as millions of Soulless Ones glitched into existence, all thanks to the Phantom Ruby's power. He looked to Queen Chrysalis, who was smiling at the jackal. "Shall we, Queen Chrysalis?"

"We shall." Chrysalis replied before shooting a beam of magic in the sky, signaling all of her Changelings to demolish the city. They all laughed as they fired off their horns, shooting blasts of magic that destroyed anything they came in contact with. Civilians were running amok, dashing for safety, only to be either taken out by Soulless Ones, or taken captive by changelings to be drained of their love.

The mad jackal floated down and picked up the Keystone, "Come to me, Blue Savior. Let us settle the score. I underestimated you once, I will not make the same mistake again." He closed his hand around the Keystone and floated back up next to Queen Chrysalis. "I believe it is time for you to claim a throne of sorts, wouldn't you agree?"

The Changeling queen chuckled as she looked at the jackal seductively, liking the way he operated. "You know, Infinite, I love the way you think." She looked around for a suitable citadel for her to claim and spotted Lexcorp, the biggest tower in all of Metropolis. "Perfect."

"You have your objective, I have mine." Infinite said to his partner before tossing her the Keystone, which she caught in her magic. "I'll keep the rabble in line until our guests of honor arrive. Then the real fun begins." He adjusted his mask with two of his fingers before flying off into the burning city.

Chrysalis chuckled to herself before going into full on maniacal laughter, flying off to Lexcorp to claim her throne.

Down below, as Changelings and Soulless Ones surrounded the civilians in Heroes Park, Lois Lane had already pressed her panic button her fiancée had given her in case of emergencies. He and his League would be here soon to save them all. Things would hopefully get better, right now Metropolis was being invaded by horse looking things and an insane jackal with infinite power.

"Things can't possibly get worse right?" Lois muttered to herself.

As if tempting the universe, a sudden roar was heard from the far side of the city. There a large red portal tore through the universe itself and stretched open as two hands pulled it apart. The Changelings looked concerned. Whatever this was wasn't with them.

There from within the Rift, stepped out the second Titan.

It had a broad torso and large shoulders compared to its narrow limbs and lower body. Its arms ended in three-fingered hands, while its legs terminate in rounded stumps. Its head had a massive mouth with multiple nested jaws of squared teeth; a pair of protrusions extended from its chin, and it had a long neck that gives it a hunchback posture. Light coursed through various lines on its body, and it had holes around its body resembling eyes.

Giganto let loose a massive roar that shook the heavens itself, the Rift closing behind it as it backhanded a building, causing the whole thing to collapse. Chrysalis eyed the Titan curiously before continuing to Lexcorp with a swarm of Changelings flying behind her.

Infinite folded his arms as he examined the Titan. He chuckled before releasing another burst of Phantom Energy, submitting more innocent people to the Phantom Ruby's control.

Lois took a step back in fear, that thing was larger than Lexcorp, larger than a skyscraper. She gulped as she muttered, "Me and my big mouth."

Author's Note

Decided to try something different with this chapter. I feel like focusing on the villains and how they managed to make Metropolis as chaotic as it was seen in Lego Dimensions really helped build the tension.

It also helped build up the inevitable fight between Infinite and Sonic, and the reunion between Twilight and Chrysalis.

It also looks like Eggman is scheming once again. More on that later.

And we finally meet our second Titan: Giganto!!!

This part of the story is going to be wild, stick around.

22. Metropolis (Part 2)

Earth 1

Metropolis

The city of Metropolis was in complete chaos, and that was putting it lightly.

Aside from the swarm of Changelings flying around, blasting people and kidnapping them to drain them of their love, aside from Infinite destroying all forms of resistance with the power of the Phantom Ruby, aside from all of that there was also the fact that Giganto was stomping around, destroying everything in his path.

Things were not looking good for Metropolis.

In the streets below, scared civilians payed no mind towards the Rift that had just emerged from thin air. There, from within the portal, jumped out Twilight Sparkle, Iron Man, Mario, Sonic, and the Batman. Not even a minute into stepping into Earth 1 and they were already shocked beyond belief.

Everyone surveyed the chaos surrounding them, all the damage, violence, fear. All the burning cars, buildings, and terrified people were just the beginning. There were multiple squadrons of soldiers dashing through the streets, firing off at any foe they saw, whether it be Changeling or phantoms generated by the Phantom Ruby.

As they took everything in, Sonic turned to Batman and said awkwardly, "Umm... Nice place ya got here, Bats."

The Dark Knight moved ahead of the group, taking all of it in. "This isn't right, something's wrong here."

"Ya think?!" Tony said, as if that weren't obvious.

Batman was about to retort when a sudden gasp from Twilight got their attention. They turned around and saw what had made the unicorn gasp in the first place. Down the street a group of Changelings were abducting civilians to take back to their hive so they could drain them of their love.

The unicorn took a step back in shock as she uttered, "Changelings..." As if that weren't bad enough, her head was suddenly filled with echoes of those seven haunting words.

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about."

"You have---"

"Twilight?" The sound of Mario's concerned voice drowned out those thoughts. She turned to the plumber who placed a comforting hand onto her shoulder. "You okay?" He asked as he and the others stared at her with concern.

She nodded, although hesitantly, as she replied with, "Yeah. I just don't have the fondest memories of the Changelings or their queen."

Batman stepped forward and asked, "What are Changelings, Twilight?"

She then explained to her friends, "Changelings are shapeshifting insectoids that feed on the love that ponies feel in their hearts. The love that they drain give them sustenance so that they can keep on supporting their hive. They're led by their queen, Queen Chrysalis. The last time I encountered her she impersonated my old foal sitter, who was getting married to my brother." She then hesitated to tell the rest of the story before saying, "I figured out she was a fake and we all came together to stop her."

Although he noticed that Twilight was holding something back, Batman pressed on, "And how did you do that?"

"Cadance; my old foal sitter, and Shining Armor; my brother, used their love for one another to banish Chrysalis and her hive from Canterlot. We haven't heard from them ever since." Twilight explained to the group.

Batman nodded, but frowned behind his mask. She was clearly not telling them the whole story with this Chrysalis character. She didn't show it, but her eyes did. She was hurting, like that memory was a painful one. Could it be connected to how she was acting earlier back on Vorton?

So many questions yet to be answered.

But they couldn't dwell on that now, they had to find out what was going on and locate the Keystone.

"Batman!" A familiar voice to the Caped Crusader called out to him, enticing him to turn around. He saw Lois Lane, who had escaped out of Heroes Park, making a mad dash towards him.

"Lois? What's going on?" Batman asked, walking towards her with the others following behind him.

She stopped running and placed her hands on her thighs, panting heavily from running such a far distance. "I... was hoping.... that you would know... God that was far...." She stopped panting and straightened herself. It was then that she noticed that Batman wasn't alone. She leaned to look past him and asked, "Who are they?"

The Dark Knight turned around to see that Twilight, Iron Man, Mario, and Sonic had walked over along with him. He looked away from them and said to Lois, "Allies. They can be trusted."

Lois smirked coyly, placing one hand on her hip as she regarded the group, "Quite an ensemble. Never thought I'd ever see a unicorn in the flesh, but hey I'm marrying an alien so what do I know."

"How did this happen, Lois?" Batman asked, getting back to the matter at hand.

Her face turned serious as she recounted the events leading up to this attack. "A few hours ago a meteorite crash landed in Heroes Park. It was a huge story, and why wouldn't it be? Everyone was on edge, of course. Last thing we needed was another Doomsday attack, right?" She was getting sidetracked, so she continued on, "Anyway long story short, turns out it wasn't a meteorite at all. It was some kind of glowing stone, nobody knew what it was or what it could do. When the army showed up I did some digging into this thing. When I got nowhere with my research I went to see it for myself, when lo and behold, the army were actually these insect things--"

"Changelings." Twilight corrected helpfully with a smile on her face.

Lois stared at her oddly, only now just realizing that she could talk. "...Rrrrriiiight... Thank you, talking, purple unicorn who can apparently talk." She sighed as she massaged her forehead, "I don't know why I'm even surprised anymore." She let out a deep sigh before continuing, "Anyways their leader took the stone thing and flew off to Lexcorp. I managed to get out of Heroes Park and wouldn't you know it, that's when I found you."

Upon hearing all of this information, Batman stroked his chin in thought as he began to hypothesize, "That meteorite you spoke of sounds like the Keystone."

"Keystone?"

It was then that Iron Man stepped in, "A powerful artifact not of this world. If it falls into the wrong hands it could be catastrophic."

"Which is why we need to find it as soon as possible." Batman finished for the Armored Avenger.

"Is there anything else we should know?" Twilight asked the reporter, hoping for more info that could help them in solving this problem. Although she was inwardly hoping that there wasn't anymore to deal with. The Changelings were enough on their own the last time she encountered them. "Any other threats we should know about?"

It was then that a loud, thundering roar broke through the air.

Loud, booming, earth shaking footsteps followed the beastly roar, originating from behind the group of heroes. Once they all turned around to where Lois was staring, her face filled with dread, they all saw what it was that she feared.

The dreaded Titan: Giganto

He let out a low growl as he looked around, a trail of destruction behind him in his wake. A fleet of jets flew over the Titan's head, launching rockets as they flew by, hoping to do some sort of damage to him. All they managed to do was tick him off. Giganto let out another roar as he opened his mouth, the multiple rows of teeth opened up as well, and a purple light was seen at the back of his mouth.

He then unleashed a massive laser beam from his gaping maw, following the jets as they flew ahead of the laser. Unfortunately they weren't fast enough and were immediately vaporized by Giganto's attack.

Twilight let out a horrified gasp as everyone else scowled and leered at the massive Titan.

"Yeah there's also that thing!" Lois screamed, actually shaking in fear. It took a lot to scare Lois Lane, she stared down Doomsday during his rampage. She's been kidnapped lord knows how many times. She even managed to help rally the people during Darkseid's invasion of Earth. She had a somewhat sixth sense when it came to how dire a situation was, and she was getting all the wrong feelings when she stared upon the giant that was Giganto.

She didn't know why, but whenever she stared at him, she got this feeling, like they weren't going to make it out of this. It was the exact same feeling she got when Doomsday first arrived on Earth.

It was terrifying.

"W-What is that thing?" Mario asked, hoping that someone would have an answer.

Sonic scowled, "I don't know, but there's something familiar about it."

Tony's eyes shot open in realization, "Hey, you're right! Look at its design! Doesn't it look familiar?"

Upon further inspection, Batman knew what Tony was talking about. "It has the same makings of that creature we fought when we first met."

"You're right! It does!" Twilight exclaimed, finally catching on to what they were saying. "It has the same color scheme, and it appears to be just as destructive as that creature back in... Oz I believe it was called."

"There's gotta be a connection." Sonic said, stroking his chin in thought, "I can't be a coincidence that we've seen two creatures who look and act similar to each other."

Iron Man stepped forward and said, "We didn't even beat that creature when we first met. How the hell are we supposed to stop a giant one that's rampaging through the city?"

Their situation was dire. Iron Man had a point. None of their attacks managed to even lay a scratch on the Wyvern. And Giganto appeared to be just as strong, if not stronger, than the Wyvern entirely. How could they even stop him? But things got worse when Giganto let out another roar before backhanding a building beside him.

More specifically the building Twilight and the others were standing under. Lois looked up as half of the building began to collapse and descend upon them. "LOOK OUT!!!" She shouted in fear.

They all looked up and began to move, with Iron Man boosting over to try and grab Lois while Batman grabbed Twilight and booked it for safety. But they weren't fast enough. The building was going to crush them. They were going to die and there was nothing they could do about it.

But he could.

Suddenly everyone was miles away on a rooftop, safely away from any present danger. Confused, they all looked around, wondering what just happened. Twilight looked upward and saw a globe spinning around with the words 'Daily Planet' circling it.

The only ones who weren't confused were Batman and Lois.

"Took you long enough." Batman said as he looked up.

"You really have a knack for timing, Smallville." Lois said as she stared at her savior with a loving look.

Once everyone looked up, they all saw who was saved them.

It was a man. A flying man. He wore a blue suit with a red cape flowing behind him. He had black hair with a curl and the kindest blue eyes anyone had ever seen. On his chest was an 'S' symbol enclosed in a red diamond with a yellow backdrop. To go along with his red cape he had red boots and red tights with a yellow belt around his waist. He was very muscular in stature, very imposing yet his kind smile betrayed any form of fear he might have caused due to his physical appearance.

Twilight stared at Superman slack jawed as he landed softly on the roof with the rest of them. Who was this person? Was he the one who saved them? How could he fly without wings? Tony could because of his suit, but this person didn't have any form of technology on him. How was he fast enough that he saved them all before they could even blink?

She had so many questions.

Superman smiled at his fiancé as he said, "And you have a knack for getting into trouble, miss Lane."

She giggled before playfully smacking his chest with her hand, "Only because I know you'll be there to catch me when I fall."

They both shared a brief kiss before breaking apart. Once they had, Superman noticed that his friend was standing right there with an unamused look on his face. Superman's face brightened at the sight of his best friend before smirking at him, "Surprised to see you here, Batman. Not that I'm not happy to see you, but I was told you went off the grid by a... friend." He revealed, not wanting to disclose anything about Bruce's personal life in front of people he didn't know.

"I can always count on you, Alfred." Batman thought to himself before walking towards his friend. "Off the grid is putting it lightly."

Superman peeked over Batman's shoulder, noticing Twilight and the others staring at him, still trying to process what on Earth just happened. "I'm assuming it's the same place you met them?" When Batman nodded, Superman walked past him and kneeled down in front of Twilight, smiling kindly at the slack jawed unicorn. "You don't need to be scared, I won't hurt you. What's your name?"

Recovering from her shock, Twilight stuttered out, "T-Twilight Sparkle."

The Last Son of Krypton nodded before introducing himself, "I'm Superman, it's a pleasure to meet you." He then reached behind Twilight's ear and began scratching as a gesture of kindness so that she wouldn't feel afraid of him.

Twilight appreciated the gesture as she smiled shyly.

The Man of Steel ceased scratching and stood upright as he walked over to Iron Man, reaching out his hand. "Superman. And you are?" He asked the billionaire.

Tony grabbed the Kryptonian's hand and shook it, his faceplate sliding up to reveal his face. "Tony Stark. Gotta say, that's a strong grip you've got there."

"You have no idea." Superman replied as the two heroes parted ways. He looked down and saw that Sonic was walking over to him with a smile on his face. He chuckled as he said, "A blue hedgehog, not something you see everyday."

Sonic laughed heartedly, responding with, "Not everyday I find someone as fast as I am." He extended his hand upward and introduced himself, "Name's Sonic. Sonic the hedgehog!"

Superman grabbed the hedgehog's hand and shook it, "A pleasure to meet you, Sonic."

It was then that Mario walked over and introduced himself, "I'm-a-Mario! Nice to meet you."

"Likewise." Superman said kindly as he shook his hand. Once the introductions were over, Superman turned to Batman and asked, "Mind catching me up to speed?" He then gestured to Twilight and the others as he said, "Because it seems that I've missed out on a few things."

Meanwhile

Infinite hovered in the air, a phantom aura surrounding his form as endless waves of Phantom Soulless Ones marched against the barricade set up by the army. Bullets and laser blasts were flying, people were suffering and dying.

The jackal could care less.

"This pitiful rebellion has become rather tiresome." He said as he adjusted his mask. "I expected a challenge of sorts. Instead I've been met with nothing but disappointment. What a let down." He then proceeded to destroy their vehicles with a laser beam from his hand, causing them to retreat.

He scoffed before zooming up into the air, taking in all of the chaos around him. He looked to his left and saw Giganto destroying any buildings in his path. Infinite then looked to his right and saw that Lexcorp had already been overtaken by Chrysalis and her Changelings. It now had hives surrounding the whole building, with the helipad on top of the building now being decorated with a grotesque, crooked Changeling fortress where the queen of the Changelings resided.

Infinite looked down to see multiple camps filled with innocent people, waiting to be drained of their love. He smiled behind his mask, a perfect way to keep the rabble in line. He folded his arms as he hovered in the air, it wouldn't be long now until a true challenge would present itself.

All he had to do was wait.

Back at the Daily Planet

Lois was standing on a perpetual gold mine. The single greatest story in history was looking her dead in the face, and she couldn't say a thing about it. People already had enough to deal with, the last thing they needed to know was that multiple universes exist.

It would be the straw that broke the camel's back.

Superman placed his hands on his hips and sighed, "Dealing with alternate Earths is always a pain."

Twilight tilted her head in confusion, "Wait, this isn't your first time dealing with alternate dimensions?" When Superman shook his head, she turned to Batman, who also shook his head. When she looked to the others, Sonic was looking away, whistling a happy tune. Mario coughed into his hand awkwardly. And Iron Man simply shrugged.

Apparently she was the only one who was new to this sort of thing.

Lucky her.

The silence was broken when Lois asked, "So that meteorite that landed in Heroes Park was this Keystone thing you guys are looking for?"

"Pretty much." Iron Man answered.

It was then that Lois smirked knowingly, "Well I happen to know where it is." She revealed, gaining everyone's attention. "I saw that bug horse thing take it with her to Lexcorp."

Sonic clenched his fist and declared, "Then that's where we need to go!"

"Um, have you forgotten about the giant robot monster thing destroying the city?" Mario reminded the hedgehog. "We should at least find a way to slow that thing down if we can."

Agreeing with the plumber, Batman turned to Superman and asked, "Where's the rest of the League?"

"On their way." Superman replied before saying, "But we need to get started. Innocent people are dying."

Iron Man walked over to the edge of the Daily Planet and looked down. He saw a camp of cocooned civilians guarded by Changelings and Phantom Soulless Ones. He motioned the others to join him with his hand as he directed a question at Twilight. "Down there. What are they doing, Twi?"

She frowned in concern as she replied, "They're cocooning them, preparing to feed off of their love."

"So they're basically love vampires?" Lois asked.

Twilight shrugged, "That's an easy way to put it."

"Point is we have to save those people." Said Iron Man. "I don't know about you guys, but the last thing I want is to see people getting hickeys from love vampires."

Twilight turned to face the billionaire with a deadpan expression on her face, "They don't actually bite into their necks to drain their love."

"Point still stands." Tony retorted before hovering in the air with his thrusters. "Time to work for a living." With that, he boosted downward to save the prisoners from the Changelings.

Twilight lit up her horn and teleported down to the street while Sonic and Mario jumped down from the Daily Planet, not wanting to miss out on some of the action. Batman and Superman looked to one another before they went down to join them.

Lois simply smiled and folded her arms, letting them do their thing.

The Changeling didn't know what hit him.

One moment he was cocooning a civilian, the next he was blindsided by a blue blur. Said blue blur was currently running circles around them as Iron Man jetted towards them at high speeds. Before they knew it, the swarm of Changelings were blasted in the chest by two Repulsor Blasts.

As Twilight appeared in the middle of the camp, the Changelings guarding the cocooned prisoners hissed before firing off their horns. The unicorn projected a shield with her magic as Mario suddenly dropped down and stomped on their heads individually, knocking them out.

He flipped through the air before landing and giving Twilight a thumbs up.

The unicorn dispelled the shield as she fired a magical blast that destroyed the cocoons holding the civilians prisoner. Twilight turned around to free more prisoners, but was suddenly surrounded by four Phantom Soulless Ones. She lit up her horn and released a burst of magic, causing them to fade away from reality.

She looked up and saw both Batman and Superman fighting off both Changelings and Phantom Soulless Ones, with the Dark Knight fighting on the ground and the Man of Steel flying above him, destroying the illusions with his Heat Vision.

Using this chance, Twilight galloped over to the rest of the cocoons and proceeded to free them with her magic. But unbeknownst to her, one of the Changelings had woken up from her earlier magical outburst. It hissed as it charged up an attack with its horn.

Seeing this, Sonic immediately zoomed over to help his friend, but stopped suddenly when a red blur suddenly zipped past and knocked it out. The red blur had yellow lightning trailing behind him as he moved so fast that nothing could stop him. He knocked out any Changeling he came in contact with.

The hedgehog's jaw was hanging low, unable to comprehend what he had just seen. It was then that the red blur stopped right in front of him. He wore a red suit with golden gloves, golden boots, and golden wingtips on the side of his head. In the middle of his chest was a yellow lightning bolt striking downward with a white background behind it.

The Flash smirked at the hedgehog's look of disbelief. "Y'know, it's not everyday that I see a giant, blue, talking hedgehog." The Scarlet Speedster said to Sonic, who had shaken the look of disbelief off of his face.

Sonic smirked as he replied with, "Well it's not everyday I meet someone as fast as me."

Then out of nowhere, a swarm of Changelings flew down from up above, hissing at the two speedsters. Both Sonic and Flash looked to one another before smirking, crouching down in a running start position.

"Try to keep up." The Flash said to the Blue Blur.

"Right back at ya." Sonic replied to the Scarlet Speedster.

With that out of the way, the two speedsters blasted off at insane speeds, creating a sonic boom that sent the Changelings flying through the air as they both dashed through the streets of Metropolis.

Iron Man was surrounded, Changeling after Changeling, they just kept coming.

"On your left." J.A.R.V.I.S. warned his creator as a Changeling came flying from his left. Tony turned and blasted the Changeling with a Repulsor Blast. "On your right." Came the warning, to which Iron Man turned and took down the enemy Changeling. "Behind you." He was about to take down the incoming Changeling, but it was suddenly blasted out of the air by an energy blast from an unknown source.

When Tony turned around to see where the blast had come from, he saw that an African American man/robotic hybrid standing on a nearby rooftop. Half of his face was organic, while the rest of his body was robotic. His robotic augmentations were colored white while other parts of his body were a dark grey. He had a red optical on the left side of his face and a red cog-like symbol in the middle of his chest. He could also transform his arms into cannons to fire projectiles at his enemies.

Victor Stone, aka Cyborg, kept firing laser blasts from his arm cannon, taking down any Changelings in his line of sight. "Booyah!!!" The hero shouted as he blasted another Changeling with his arm cannon. Once the Changeling drone was dealt with, the cybernetic hero took notice of the Armored Avenger.

Underneath his helmet, Tony smirked and said, "Nice augmentations."

Cyborg smirked and replied with, "Nice armor."

A sudden screeching noise was heard from behind Iron Man. Once he turned around, both him and Cyborg saw a swarm of Changelings flying right towards them, hissing menacingly as their horns lit up with green magic.

The two tech based heroes looked to one another before introducing themselves.

"Cyborg."

"Iron Man."

Victor activated his own thrusters and flew up to hover alongside Iron Man, staring down the swarm of Changelings headed their way.

"Shall we?" Tony asked as he aimed his Repulsor Rays at the incoming enemies. He got his answer when Cyborg aimed his arm cannon outward. The two of them then flew straight towards the Changelings, ready to take them head on.

Batman, Superman, Twilight Sparkle, and Mario were surrounded by Phantom Soulless Ones and Changelings. They were all standing back to back in the middle of the street as the enemy forces moved in closer. The unicorn lit up her horn and fired a blast of magic as Superman let loose his Heat Vision.

But any Phantoms they destroyed just multiplied, their forces were never ending.

The Changelings laughed as they all lit up their horns, ready to seal them and drain them of their love while the Phantom Soulless Ones prepared to go in for the kill. But a sudden honking sound made itself known to everyone. Before anyone could question what they had heard, a green truck rammed into a small portion of the Changelings and Phantoms.

When it suddenly disappeared into thin air, a giant, green baseball bat suddenly projected into existence. It then swung down and sent both Changeling and Phantom alike soaring into the sky.

Twilight and Mario were understandably confused while Batman and Superman knew exactly what was going on.

Back up had arrived.

"Looks like you could use a hand." A familiar voice said from above. When the group looked up they saw three individuals flying above them.

One of them was a tall, muscular man with short brown hair. He wore a green domino mask to go along with his green outfit. It had multiple green highlights going all across his suit, the power of his ring coursing through his entire form. He wore a green Power Ring on one of his hands, which were enclosed in white gloves.

Floating beside him was a woman with long, black hair with a metallic silver tiara on her forehead. She wore red armor with gold accents as with a silver and gold bust line. The armor was attached to her blue pants and red boots, completing the look. She wore two wrist gauntlets, and was wielding both a sword and shield. And hanging by her side was her Lasso of Truth.

And floating to the right was a green skinned alien with red eyes who wore a purple cape with red lining the collar, with red straps rising from the loincloth over his blue pants and boots, the straps connecting to the red Martian emblem on his chest.

Green Lantern, Wonder Woman, and Martian Manhunter all floated down to join their fellow League members as well as the two newcomers.

Superman smirked up at his friends and said, "Right on time."

Wonder Woman noticed both Mario and Twilight standing alongside them. She turned to Batman, who she had also noticed was no longer AWOL and simply said, "Looks like you have quite a story to tell." She sent him a sly smirk as she landed next to him.

Batman said nothing as he took out a Batarang and threw it forward, hitting a Changeling in the side of the head, stunning him. As more Changelings and Phantoms started convening on their position, the group of heroes wasted no time in charging forward, taking their chance to attack.

The Changelings hissed before flying forward.

Twilight lit up her horn and fired a magic blast, striking a Changeling in the chest. Her thoughts were all over the place, part of her wanted to know who these people were, but she noticed that both Batman and Superman knew who they were. And it seemed that they were on their side.

She wasn't complaining of course, they needed all the help they could get.

With that thought in mind, she let out a battle cry and charged alongside her fellow heroes, meeting the Changelings and Phantoms head on, completely unaware that a certain jackal was watching them from a distance, studying them as they fought.

Infinite smiled behind his mask, "So they've finally arrived." He said as he adjusted his mask once more. "Finally, a worthy challenge."

Author's Note

Lois Lane - Alexbadass

I have to admit, this chapter was a pain in the arse to write. Not only am I potentially starting a new job next week, which I've been anxious about which has hindered my ability to write, I've also been unwell, which has also stopped me from writing.

Hopefully I can try and get back on schedule but a lot is going on in my life right now, and I thank you all for your patience.

See you all next chapter.

23. Metropolis (Part 3)

Earth 1

Metropolis

Twilight fired off a magical blast from her horn that struck the chest of a Changeling, sending it crashing into the hood of a car. The unicorn let out a breath of relief as she fell to her haunches, the toll of the immense battle finally starting to affect her. She was startled by a hand placing itself on her shoulder. Looking up, Twilight saw the smiling face of Diana Prince: aka Wonder Woman.

"You fought valiantly, young one." Diana commended the studious pony, making her feel good about her performance during the fight. "You remind me of myself when I was young."

As Twilight blushed from embarrassment, Green Lantern landed next to the group and said to Batman, "Well it looks like you've been busy. Mind filling us in on what's going on?"

Batman was about to answer but Mario beat him to it as he said, "Honestly we don't even know what's going on half the time."

Martian Manhunter, who was silent for the most part, said suddenly, "I believe all will be explained when the others arrive. When both of our teams regroup, maybe more light can be shed onto this situation we find ourselves in."

Right on cue both Iron Man and Cyborg landed next to the group, having dealt with the enemy Changelings in the air. Then not a second after, The Flash zoomed in with his incredible speed, although the absence of a certain blue hedgehog was apparent. Then only a few seconds later did the Blue Blur make his appearance, his hands rested on his knees as he panted due to trying to keep up with the Scarlet Speedster.

"Woah..." Sonic said exasperatedly, "You're fast!"

Flash smirked cockily, "I get that a lot."

"Well now that everyone is here," Superman started, gaining everyone's attention, "I think it's time that we caught everyone up to speed."

The Justice League listened carefully as their leader began to explain the situation to them.

Meanwhile

This was turning out better than she could've hoped. Chrysalis had it all. She had a throne, a citadel, several sources of sustenance for her and her subjects; her specifically. And soon enough the one who had ruined her invasion of Canterlot would be groveling at her hooves, begging for mercy, where she would get none.

"Yes, my Changelings! Fly and feed, drain all the love you possibly can!" Chrysalis commanded through the Changeling's shared hivemind. "Fill up our bellies until they cannot be filled any longer! Never again will we be subjected to starvation! Now is the time for us to FEED!!!"

The Changeling Queen let out a mad cackle as she sat atop her chitin like throne, her Changeling guards laughing along with her as they stand guard to protect her grace.

"Having fun there?" A sudden, yet familiar voice said sarcastically to the laughing Changelings. There hovering above them was Infinite, "Nice to know while I'm out there keeping the rabble in line, you're sitting on your plot stuffing your guts with love."

Chrysalis sneered at her partner, the nerve of this jackal! "Is there something you need Infinite? As you can see I'm a little busy commanding our forces!"

The jackal pointed down to her, "You also seem to be stuffing your face. How intimidating." He commented sarcastically, slightly annoyed that he was basically doing all of the work.

Chrysalis placed her hoof to her belly absentmindedly. She hadn't gained that much weight, had she? It had been quite sometime since she had felt this full. She shook her head and snarled at the jackal, "How about instead of criticizing me and how I command my forces, you go out and cause some more destruction!"

"And I will." Infinite replied before getting to the point. "I thought I should let you know that our guests of honor have finally arrived."

Upon hearing this, Chrysalis couldn't help but let a twisted smile form across her face. Finally it was showtime.

"Excellent. You know what to do."

Infinite nodded before turning around, floating up to the opening in the citadel's ceiling. But not before Chrysalis called out to him.

"And Infinite!" He turned down to face her and saw her smile, "Have fun."

He nodded, "I intend to."

Back with the heroes

"So basically, you all come from different Earths, you're friends were taken, and you have to find these Keystones to power up a portal to max capacity to find them? Am I hearing that right?" Green Lantern asked after summarizing what Superman and the others had told them.

Iron Man nodded, "Pretty much. And whoever is behind taking our friends is probably the one behind this entire invasion."

Wonder Woman folded her arms, "What confuses me is why this individual is recruiting these villains." She said in wonder. "What could they possibly be after?"

Sonic shrugged his shoulders, "No clue, but we're going to find out!"

"Right now we need to find Chrysalis and stop this invasion." Twilight said to the Justice League, informing them of what they need to do. "Ms. Lane said that she saw Chrysalis take the Keystone with her to a place called Lexcorp. Any idea where that is?"

Martian Manhunter nodded and pointed behind her, "There. The largest tower in Metropolis." When Twilight turned and looked at the tower, she saw that it was covered in black chitin like plating, with three pointy arches on the helipad, presumably Chrysalis' new citadel.

Nodding, Mario closed his fist and said, "Then that's where we need to go!"

Suddenly the roar of Giganto sounded off throughout the entire city, reminding them all of the present danger that the Titan posed against the city of Metropolis. The League looked at the group of heroes before looking at one another. The problem of Giganto was a high priority, but so was getting that Keystone back.

The League members looked at one another before nodding, formulating a plan in their minds. They knew what had to be done. Superman looked down to Twilight and said, "We'll buy you some time. You all need to get that Keystone and stop this invasion. The League and I will hold off that monster for as long as we can."

Twilight looked at the Man of Steel with widened eyes, were they seriously considering taking on that thing alone? It was suicide, they wouldn't stand a chance against it. "B-But what if you need help? Shouldn't we take it on together?"

Superman knelt down and placed a hand on her shoulder, "We'll be fine, we've handled a lot worse than a giant robot. What you need to do is get that Keystone and stop this madness." Twilight looked down in contemplation, still not comfortable with leaving them behind. But he was right, they needed to get that Keystone and stop the invasion, she didn't let Chrysalis take Canterlot, she wouldn't let her take this city as well. Her confidence was boosted when Superman said, "I don't know much about you, Twilight Sparkle, but I do know that you have a heart of gold. You're a hero in your own right." He then pointed a finger to her chest where her heart would be. "I believe in you."

Her eyes shot open, he believed in her. They all did. But they were not the only ones who believed in her, her friends believed in her as well.

"C'mon ya'll! Let's go check on the princess."

"In fact if I were you, I wouldn't show up to the wedding at all!"

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about."

"You have a lot to think about!!!"

She held back tears as memories of the ones she cherished turned their backs on her, throwing away everything they had built over the course of a year together. Her friends showed their true colors. Her brother showed his true feelings towards her. Her teacher revealed her true opinion of her.

Ever since then she has felt alone, she would've confronted them had the Crystal Empire not returned. She was actually planning to address the issue at the picnic they had planned before they were taken. But what didn't make sense to her was how these people who she just met had more faith in her than her very best friends.

Sonic, Tony, Mario, and Batman had the utmost faith in her.

Superman and the Justice League believed in her.

She shook her head of the negative thoughts that plagued her mind, once this whole situation with the Keystones was resolved she would confront those who had hurt her and, hopefully, they could work through it.

Twilight looked up into Superman's eyes and nodded with a grateful smile on her face, "Thank you. Please be careful."

"We will." Superman replied before standing up and looking at Batman, "Think you can handle this?"

Batman replied, "I'm Batman, of course I can."

The Man of Steel nodded and patted his friend's shoulder before turning to face his team. He floated up into the air and took off, with Green Lantern, Cyborg, and Martian Manhunter flying behind them. Flash saluted the group with two fingers before running after them.

Wonder Woman nodded to the group and said, "May Athena watch over you all." With that, she took off into the air, flying after her team to try and hold off Giganto for as long as possible.

Once the Justice League had departed, Tony clapped his hands together, "So, shall we honor her grace with our presence?" He quipped to the group.

Batman walked ahead of the group and said, "We have to get to Lexcorp!" He then turned his head to the group, "Come on! I know a short cut!"

But before they could begin their journey, a red, glitchy orb struck the ground in front of them, ceasing their movements. As red mist rose into the air, Mario quipped, "That might be a bit difficult."

"Well look who's finally arrived." Infinite greeted as he hovered down from the air, floating above the group menacingly with his arms folded. "The little blue savior. It's been quite sometime." He continued as he adjusted his mask back into place.

While everyone else looked at the newcomer in confusion, Sonic simply stepped forward nonchalantly, unthreatened by the jackal's presence. "Oh, hey Infinite!" Sonic greeted back casually. "Long time, no see." He smirked mischievously as he tapped his index finger on his chin as he recalled their last encounter, "Last time I saw you, me and my buddy sent you packing with your tail between your legs."

Infinite growled in frustration, "Wretched hedgehog!" He clenched his right hand and pointed his left down towards the Blue Blur, "The only coward I see is you. You may not show it, but I can sense the fear emitting from you. It seems I did leave an impression after all."

Twilight, quick to defend her friend, stood beside Sonic and glared up at the jackal. "You're wrong! Sonic isn't a coward, he's one of the most loyal and honorable friends anyone could have!" Sonic smiled in gratitude at the unicorn's praise of him. "And he would never abandon his friends whenever they needed him most!" She added, taking a jab at Rainbow Dash, but no-one else knew that.

Instead of being intimidated, Infinite was amused at the unicorn's attempt of defending her friend. "So you must be Twilight Sparkle. Chrysalis has told me much about you." This fact made Twilight inwardly gasp. "To think that such a small thing like yourself could cause so much trouble. I will enjoy seeing you both beg for mercy, to which you will receive none!"

It was then that Iron Man stepped forward, "Look I hate to break up this reunion, but we have a place to be, so if you wouldn't mind?"

"Why yes, I do mind. For none of you will leave this encounter alive." Infinite then released a burst of Phantom Energy, turning everything around them a bright shade of red. Then to everyone's astonishment, they began to float in the air as their forms began to glitch.

"Woah! Woah, woah, woah, woah!" Sonic exclaimed, remembering what the Phantom Ruby was capable of.

Batman noticed this and asked, "Sonic! What's happening?!"

The hedgehog turned to the Dark Knight and shouted, "The Phantom Ruby!!! Don't let it---" He was cut off by another burst of Phantom Energy. Once it encompassed them all, they all glitched out of existence, having been teleported to another location.

Infinite laughed as he teleported away, seemingly to the same locations as the heroes.

?????

▂▃▅▇█▓▒░Nυʅʅ Sραƈҽ░▒▓█▇▅▃▂

When Twilight reopened her eyes, she was no longer in Metropolis. No, she and the others were trapped in a purple void with floating cubes and net-like grids above and below that extended to infinity. The only solid ground there is a platform made up of purple cubes with lightning swirling around it.

The unicorn let out a startled cry when a strike of lightning nearly struck her, barely landing in front of her which caused her to stumble back and fall on her haunches. She was breathing heavily, her heart pounding in her chest as her anxiety levels went through the roof.

Things had escalated from bad to worse.

One moment they were on their way to find and stop Chrysalis, now they were trapped in some endless void with seemingly no way out.

Her attention was brought to Sonic, who let out a groan of frustration. "Oh great, Null Space."

"Null Space?" She repeated, not understanding what he meant.

The hedgehog turned to her and explained, "Apparently it's a dimension created by the Phantom Ruby. It's a closed off space where absolutely nothing exists. I escaped it once, but I had help from a friend of mine."

Getting up onto his feet, Iron Man asked, "Phantom Ruby? You mean that jewel on that guy's chest?"

Nodding in confirmation, Sonic continued, "It's the source of Infinite's power. Without it, he's basically powerless."

"So if we get that ruby off of him, we could use it to get out of here and stop him!" Iron Man exclaimed, seeing what Sonic was hinting at.

"Bingo!" Sonic replied.

"Unfortunately you won't get the chance!" Infinite's voice sounded off all of a sudden, prompting everyone to go back to back to try and locate where the jackal was hiding. Suddenly the Phantom Ruby sounded off as Infinite appeared hovering above them, looming over them menacingly. "Class is now in session." He said as he pointed down to them. "I will teach you fear, then pain! And then, well at the fear and pain will end!"

Infinite adjusted his mask before releasing a burst of Phantom Energy, sending Twilight and the others sliding back. They recovered as Infinite flew around the platform, sending forth strands of red cubes down towards the group of heroes.

Sonic darted into action, dashing forward towards the jackal. He slid under a strand of red cubes and continued running forward. He jumped into the air and curled into a ball, but before he could attack, Infinite dashed forward and roundhouse kicked him to the floor.

As Sonic rolled across the platform, everyone else was struggling to avoid the strands of red cubes. Batman used his acrobatic abilities to avoid the projectiles while Iron Man flew around, firing Repulsor Blasts at the strands. But he found that they did nothing as they simply fazed through them.

Letting his guard down, he failed to avoid a strand from behind, which struck him in the back. As he fell to the ground, he found that everything around him had a red tint to it and that the platform had become barren and empty. He was the only one present in Null Space.

But before he could assess the situation, five giant saw blades glitched into reality and moved through the platform, headed straight towards him. "Woah!" Tony exclaimed as he took to the air, avoiding the saw blades as they moved around the platform, moving under the base of the platform as well as the top of it.

He let out a sigh of relief when the blades disappeared, but relief soon turned to confusion as the red tint disappeared and his friends were once again present on the platform. He shook off his confusion before darting towards Infinite, flying at high speeds towards the villainous jackal.

But he saw him coming and teleported behind the Armored Avenger and hit him with a blast from his palm.

As Iron Man tumbled through the air, Infinite refocused his attention on the heroes below. When he looked down at the platform, he saw that both Mario and Twilight Sparkle were dashing towards him. He chuckled before zooming downwards, landing with his fist on the ground, creating a red shockwave that sent both heroes flying backward.

As Twilight rolled across the platform, the world around her took on a red tint, and all she could hear were the sounds of Infinite's laughter. When she got up onto her hooves, she let out a startled cry before bringing up a shield with her magic, blocking seven incoming projectiles.

Hovering around her were seven floating cannons that were reloading to fire again. When they fired again, Twilight lit up her horn and teleported away from the blast zone. She reappeared a few meters away as the cannons disappeared, but it wasn't over yet as five more Phantom Projections appeared before her.

But these ones were different.

These were projections of her friends.

Before she could ask what was happening, Phantom Rainbow Dash exclaimed, "Look at the little egghead, on the verge of having another panic attack?" She asked spitefully before scoffing, "It isn't bad enough that our lives were turned upside down because of you, but you also brainwashed our home and tried to ruin our chance to be bridesmaids as well? Tch! So uncool."

"Ah've never met somepony as crazy and dishonest as you!" Phantom Applejack said spitefully, causing tears to brim Twilight's eyes. "Our town was quiet before you showed up! Why don'tcha go back to Canterlot you snob! We don't wantcha here no more!"

"Party Pooper!!!" Exclaimed Phantom Pinkie.

"Uncouth mental case!!!" Phantom Rarity sneered.

"Our lives would be better off without you in them!!!" Shouted Phantom Fluttershy.

By this point Twilight was curled up on the floor with her hooves over her ears, trying to block out the spiteful and hurtful comments. As they continued bombarding her with the mean words, she couldn't help but feel small and weak, like she was back in Magic Kindergarten.

She was shaking and practically sobbing as the Phantom Projections disappeared.

Meanwhile Mario was dodging several laser blasts from different angles, his world also taking on a red tint as he too was stuck in a Phantom Reality. As the world returned to normal, he saw that Twilight was curled up on the floor, tears streaming down her face, sobbing uncontrollably.

"Um, guys?" Mario shouted, getting everyone's attention as the Phantom Strands dissipated. When everyone saw Twilight curled up on the floor, it was then that Infinite appeared hovering over her, his hand open and aimed right at her head.

"Aww, look at the little unicorn, scared of the fact that she has no friends." Infinite mocked as a red orb appeared in his hand. "Forget Chrysalis! I'll make this quick!" But before he could finish her off, he was struck in the side by a Homing Attack, which sent him flying a few meters away from the unicorn.

While Batman slid down and tended to Twilight, Iron Man, Mario, and Sonic confronted Infinite as he readjusted his mask.

"Leave her alone, Infinite!" Sonic shouted, pointing up at the jackal. "This is between you and me!"

"And why would I do that?" Infinite asked rhetorically. "You told me that your friends are you power. What better way to tear you down than to destroy your pathetic friends?" He then released a burst of Phantom Energy as multiple cannons appeared by his side. "This will be goodbye."

While this was going on, Batman was knelt down by Twilight's side, stroking her mane as she continued to hyperventilate. "Twilight? What's wrong?" He asked, trying to calm down the distraught unicorn.

She didn't answer, she simply cried into his chest, the pain in her heart becoming too much to bare.

But before anyone could do anything, Infinite fired the cannons. The projectiles struck the ground, sending everyone flying back and rolling across the platform. Mario, fell unconscious first, followed by Twilight and Iron Man. Batman tried but he too eventually fell down.

Sonic got up onto one knee, gritting his teeth, but when Infinite appeared behind him and karate chopped him on the back of his neck, it was lights out. The jackal once again adjusted his mask, laughing maniacally before releasing a burst of Phantom Energy, teleporting them all out of Null Space.

All she saw was green. Translucent green surrounded her vision as she struggled to break free of her confinement. Twilight looked around in a panicked state, realizing where she was.

She was in a Changeling cocoon.

She struggled to break free, but found that she couldn't, it was too cramped. Then she remembered the fight with Infinite, the Phantoms of her friends, if she could even call them that anymore. She wasn't so sure anymore, since apparently the group she found herself with treated her better than her friends did anyway.

The fact that four total strangers were nicer to her than her very best friends was puzzling to the unicorn.

But what's worse is the fact they they had all gotten captured... because of her.

She let her emotions get the better of her, and now they were at Chrysalis' mercy.

A tear slid down her face, some hero she turned out to be.

"Sir? Sir can you hear me?" J.A.R.V.I.S. asked, trying to awaken the unconscious billionaire. But alas he was unsuccessful in his attempt. Regardless that wouldn't deter the A.I. from finding a way out of this wretched cocoon. After a few moments an idea came to his artificial mind, if he could release a discharge from the Arc Reactor, the resulting blast should be enough to break the cocoon. Although the suits power would have to reboot, which would take a few minutes, but it was the only way.

With a gentle hum, Tony's arc reactor began to glow brightly as it began charging enough power to warrant a discharge.

"Releasing discharge in 3. 2. 1." J.A.R.V.I.S. counted down before a burst of power released from the Arc Reactor, disintegrating the cocoon and sending Tony crashing down onto the metallic floor.

The billionaire hacked and coughed as his faceplate slid up, allowing him to cough up some green fluids from the cocoon. After wiping his mouth with his forearm, Tony Stark looked at his surroundings before asking, "J.A.R.V.I.S.? What the hell happened?"

"After your encounter with that jackal, you were brought back to this reality." The A.I. informed his creator. "To which you and the others were promptly sealed within these cocoons to be fed upon. I released a discharge from the Arc Reactor to free you, although I regret to inform you that your armor will take a few moments to reboot."

Tony nodded before taking in his surroundings, he appeared to be in a lab of some kind. Lookin around, Tony saw that there was a distinct logo on the screens of the monitors. A Lexcorp logo. "So this is Lexcorp huh?" Tony asked himself, placing his hands on his hips. He then shrugged and said, "My company's better." before turning to face the other four cocoons containing Twilight, Batman, Mario, and Sonic. He moved forward to try and tear them down but stopped and turned around when he heard a distinct hissing coming from behind him.

There, standing at the doorway of the lab were two Changelings, hissing menacingly as they slowly stepped forward, looking ready to pounce at any second. Tony's mask slid over his face as one of the Changelings pounced forward, forelegs stretched out as it tried to tackle him.

But Iron Man moved to the side and grabbed the Changelings tail as it moved past him. He then raised it into the air before smashing it onto the floor, knocking it unconscious. The other Changeling pounced but was struck in the chest by his unconscious comrade, who was thrown by Iron Man.

With the Changelings dealt with, Tony turned around as his Arc Reactor began humming with power. "Suit power has reached 100%." J.A.R.V.I.S. informed his boss.

"Hell yeah it has." Tony muttered excitedly before aiming his hands at Twilight's cocoon. He then fired two Repulsor Blasts that immediately destroyed the cocoon, sending the unicorn crashing to the floor. As Twilight coughed, Tony released the others as well.

As he stood to one knee, Sonic looked around and asked everyone, "Are you all okay?"

Mario adjusted his cap as he replied, "I'm good." He then took note of the lab and asked, "Where the heck are we?"

"Lexcorp." Batman informed the group, "My guess is that they kept us alive to feed on us. But they didn't count on us ever getting out."

Tony smiled under his helmet, "You can thank J.A.R.V.I.S. for that. Now all we need to do is find that Keystone and then we're golden."

"I'm sorry."

They all turned to Twilight, who was sitting on her haunches and staring down at the floor with a heartbroken expression on her face. Sonic looked at the unicorn sympathetically, hating how crushed she looked. "Twilight?" He asked softly, slowly walking over to her with the others.

She didn't even make eye contact with him. "It's my fault we got caught. I screwed up. I let my emotions get the better of me again." She wiped her nose with her foreleg as she sniffled. "Some hero I turned out to be. P-Please don't hate me..."

She then felt a hand touch her shoulder, a comforting hand. She turned her head and saw Batman kneeling beside her, staring her dead in the eyes. "I don't know what happened, but when we get back to Vorton we're going to talk about it. But know this. You are a hero, Twilight, more than you could possibly know."

"You made a mistake, it's part of the job." Tony reassured her.

"And we could never hate you, Twi." Sonic said kindly.

"So enough with the tears, and let's-a-go get that Keystone, huh?" Mario encouraged with a smile.

Twilight giggled as she wiped her eyes with her leg, slowly getting up off of her haunches. "T-Thank you. All of you." She thanked before turning to face the exit to the lab, which led to the helipad, where the heart of Chrysalis' fortress was.

Time to get that Keystone.

Once the doors slid open, Twilight was greeted with the sight of a dome like throne room, the helipad surrounded by black chitin with green flames dancing in their torches on the walls. Beneath their feet was a black and green carpet that led to Chrysalis' throne, where lo and behold, Queen Chrysalis was sitting there waiting for them with an eager smile on her face.

Standing on both sides of the carpet were Changelings guards who sneered at group as they walked up to Chrysalis' throne.

Tony, always on the ready, had his palms aimed up as he walked alongside the others, his Repulsor Rays humming softly. "Okay, not the welcoming committee I was expecting..."

Once they were close enough Chrysalis laughed softly as she glared down at Twilight, licking her lips in anticipation. "Twilight Sparkle," the queen addressed her adversary, "You're a long way from home."

"I could say the same about you!" Twilight retorted. "Last time I saw you, Cadance and Shining Armor banished you from Equestria with their combined love!"

Chrysalis' face dropped to a frown, "That sow Cadance may have been the one to banish me, but it was you who ruined everything!" She exclaimed, pointing down at the unicorn mare. "If you had just minded your own business my plan would've gone perfectly! Instead we were forced to retreat back to the Changeling Kingdom to starve!" Then a smile graced her features, "That is until a... shall we say guardian angel summoned me and proposed a rather enticing offer."

"What offer?" Twilight asked with a tilt of her head.

"Simple. Destroy you and your new friends and then I'll be free to feed on all the love the multiverse has to offer!" Chrysalis revealed with a mad cackle, shocking Twilight and the others. "Once I'm through with you, my benefactor will grant me the ability to traverse multiple worlds. Once that happens, the Changelings shall feed on infinite amounts of love forever!!! And then, I will subjugate any dimension I please, starting with Equestria! I will be queen of not just the Changelings, but of all creation!!!"

Her evil monologue was suddenly cut off by Batman, who said, "Sorry. But I don't see any royalty here." This got Chrysalis' attention. He continued, "All I see is a psycho looking for an excuse to kill people, and who's so stupid, she doesn't even realize she's being used by her benefactor."

The Changeling Queen snarled, "I'll enjoy feeding off of you, you fool!!!" She then lit up her horn and pulled out the Keystone from behind her throne.

The Evolution Keystone to be precise.

Then all of a sudden the chitin dome began to split apart as it revealed the scene going on outside. When the heroes turned around as the dome completely retracted, they all saw Giganto battling the Justice League. They witness the monstrous behemoth grab Superman and toss him into Wonder Woman. It then opened its mouth and fired a purple and red beam, destroying the buildings it impacted.

Chrysalis cackled, drawing their attention back to her, "Not only will I destroy all of you, but you get to witness your friends be crushed by that monster." She then held the Keystone close to her face, "But perhaps you won't live long enough to witness it."

"What are you doing, Chrysalis?" Twilight asked worriedly.

The Changeling Queen laughed as she suddenly planted the Evolution Keystone onto her chest, it's glow increasing as orange, glowing veins spread across her form. She then doubled over in pain, letting out an agonizing cry as her entire body began to morph.

She began to grow in size as her form began to change, an orange cocoon wrapping around her and surrounding her form, her cries of pain muffled by the cocoon that now sealed her. Twilight looked on in terror as the cocoon grew bigger, taller than even Princess Celestia. They all saw Chrysalis' shadow change from an equine form to something more monstrous.

Then out of nowhere, the cocoon exploded in an orange light, sending Twilight and the others flying back, landing harshly on the edge of the helipad.

It was then that they gazed upon the evolved form of Queen Chrysalis.

Her abdomen, now located behind her legs, was large and green with a black stinger sticking out the end of it. She had grown two extra legs, which to go with her new legs, were elongated and had sharp claws on her feet. Her skin had become armor plating of sorts, the wings on her back became bigger and sharper, more pronounced. Her new upper torso like body was broad and powerful, with spikes protruding from her shoulders and forearms. She now had pincers at the end of her new arms, which were the same color as her hair, which grew longer. Her jagged horn grew backwards, looking more like a crown now. Her eyes glowed a menacing green and her fangs elongated as she licked her lips with her snake like tongue.

Queen Chrysalis let out a monstrous shriek, spreading out her larger wings as her Changelings hissed in admiration of their evolved queen. She looked down and snapped her new pincers, "Do you now see how powerless you truly are, Twilight Sparkle!!!" She bellowed as she took on step forward, looming over her foes. "My power now exceeds that of Celestia!!! My new form fit for a queen!!!"

Twilight was terrified. How were they supposed to stop her now, she had evolved, and basing on what she had learned about Changelings after extensive research, shouldn't be possible. But to her surprise, Sonic stepped forward and pointed at the monstrous Changeling with a smirk on his face.

"Your new form can't hide how sad and lonely you are!" Sonic accused, "Twilight beat you once, and now she's got us to back her up! We've beaten larger and scarier than you, this'll be a peace of cake!"

"Such arrogance! I can't wait to shatter your spirits!" Chrysalis roared in reply.

Sonic turned and looked down at Twilight, "You with us, Twi?" He asked.

Although she was terrified, Twilight wouldn't let her friends down. She would stand with them until the end, she would never abandon them. "Always." She nodded in reply.

Sonic chuckled, "Then let's kick her cheese holed, legged butt back to where she belongs!" But before he could take a step forward, a red orb struck the ground in front of him, causing him to jump back slightly. "Oh come on!"

They all looked up to see Infinite floating down from the sky, hovering next to Chrysalis' head, the Phantom Ruby pulsating with power as he glared down at his enemies. "Pathetic little hedgehog." Infinite sneered as he adjusted his mask. "You thought I was finished with you? I still have enough power to smash you into a blue jelly. I'll show you how outclassed you really are."

Sonic wasn't threatened. He beat Infinite before, he could do it again. "Like I told you before, I'm in my own class!" He then pointed upward and declared, "Time to put up or shut up, Infinite!" With the stage set, it was time to finish this. Without hesitation both Twilight and Sonic dashed forward, leading their team against the forces of Chrysalis and Infinite.

The fight was on.

Author's Note

Kaiju Queen Chrysalis - Pyrus - Leonidas

Thought I'd try something different with the final fight for this segment of the story. Instead of the fight with Chrysalis most were expecting, I decided to give her a new type of evolution thanks to the Keystone.

And instead of our heroes facing one big threat at the end of this level, I've decided to implement my Duo Boss boss fight for the first time. Some segments will end with a regular boss, and some will end with a Duo Boss.

Anyways, sorry for the long wait, and I'll see you all next chapter.

24. Metropolis (Part 4)

Earth 1

Metropolis

The tension was high, the heat was extreme.

Twilight felt sweat trickle down her forehead as she stared intensely at the evolved form of Queen Chrysalis and the insane jackal known as Infinite. The Changeling Queen licked her lips while Infinite adjusted his mask, the roars of Giganto could be heard all throughout Metropolis, its battle with the Justice League raging on behind them.

Without any warning nor hesitation, Infinite dove down toward his intended target, Sonic the hedgehog. The Blue Blur responded in kind as he dashed forward, reeling back his fist as the jackal drew closer. When the two rivals collided in a blast of blue and Phantom energy, Chrysalis made her move.

She let out a horrific shriek as her wings began to buzz on her back, levitating her into the air as her horn began to glow. Twilight let out a startled gasp before lighting up her own horn and teleporting out of there. She reappeared behind Evolved Chrysalis as the Changeling's magical blast struck where she originally was.

Iron Man took action. He boosted into the air and fired a barrage of missiles at the evolved Changeling, hoping to do some damage, but unfortunately the projectiles had no effect as she simply powered through them and swatted the Armored Avenger back down onto the ground.

As she cackled madly, Chrysalis was suddenly struck in the back by a magical laser from Twilight. She snarled, turning around and aiming her stinger down at her enemy. Then, after her abdomen took on an eerie green glow, she fired a green laser.

Twilight went into a full on gallop to try and stay ahead of the laser. While she kept Chrysalis occupied, Tony got back to his feet and ignited his rocket boots. Once he was in the air again, his Arc Reactor began to hum with power before releasing its charged up power through a laser blast.

The Unibeam struck Chrysalis in the back, actually managing to stagger her. The Changeling turned and roared angrily, "YOU DARE?!?!"

Tony shrugged nonchalantly, "Hey you're the bug. I'm the bug zapper."

He quickly boosted himself to the left to avoid one of Chrysalis' pincers as she tried to grab him, trying once again but failed all the same. While this was happening, Twilight channeled her inner power and tore chunks of the ground into the air with her magic. With some effort she hurled three pieces of debris at her foe.

Meanwhile both Sonic and Infinite were racing around the helipad of Lexcorp, the jackal hurling orbs of Phantom Energy at the speedy hedgehog. Sonic was struggling to keep ahead of the jackal as the Phantom Ruby not only increased his strength, but his speed as well.

Sonic skidded to a stop and curled into a ball, shooting forward and striking Infinite in the chest with a Homing Attack. The jackal flew back and landed on his feet, slowly skidding to a stop as he glared at the blue hero. Suddenly hearing footsteps behind him, Infinite ducked down to avoid a flying kick from Mario.

The plumber landed in front of the villain before turning around to try and roundhouse kick him, but Infinite used his agility to bend over backwards to avoid the attack. He then dashed forward to avoid a Glide Kick from behind, courtesy of Batman. Infinite adjusted his mask, the lens shining in the sun, before releasing a burst of Phantom Energy from within the Phantom Ruby.

All of a sudden, Mario, Batman, and Sonic were in a red tinted version of reality. Before any of them could react, three walls of red lightning came moving towards them. Sonic grinned before dashing forward, curling into a ball and jumping over one of the walls of lightning.

Mario shook his head at his cocky friend's actions before sprinting forward himself. He then jumped into the air, letting out a passionate "Wahoo!!!" before landing on the ground. He tugged downward on his cap as he looked over to see Batman running forward.

The Dark Knight wasn't afraid, not one bit. He was going to face this head on, he didn't let villains like The Scarecrow scare him with their illusions, he certainly wouldn't let this jackal get the better of him. He then jumped into the air and glided across the helipad as he activated his Detective Vision. There, right in front of him, was a glitchy like figure that his advanced mode of vision was barely picking up.

Then to Infinite's shock, Batman Glide Kicked him to the ground, breaking the illusion.

Once Infinite hit the ground, Sonic made his move. He zoomed forward, curling into a ball in the process, before striking Infinite in the chest, sending flying through the air before landing on the ground in a defeated heap.

Now that Infinite was down for the count, it was time to focus on Chrysalis.

Batman and the other two heroes looked to see Iron Man flying around the Changeling while Twilight was locked in a magical duel for dominance. Violet and green laser beams collided and struggled to overcome one another. Sonic and Mario both sprinted forward, but Batman took this chance to observe the situation, to try and find some sort of weakness that he could exploit.

Upon further inspection, he saw what he needed to. There, implanted on Chrysalis' chest, beating like a heart pumping blood to the rest of her body, was the Evolution Keystone pumping power through her very being. The World's Greatest Detective then shouted to Iron Man, "Stark! Aim for the Keystone on her chest!"

Upon hearing this, Tony gave the Dark Knight a thumbs up and replied, "Thanks for the tid-bit!" before moving in front of Chrysalis.

Twilight was holding her own, but she wouldn't last much longer, Chrysalis' magic was significantly magnified due to her evolution. The mad queen cackled, she was finally going to win.

But Mario and Sonic had other plans.

"Here we go!!!" Shouted Mario as he threw Sonic like a shot put directly into Chrysalis' face, the Homing Attack disrupted her concentration long enough for Iron Man to make his move.

"NOW TWI!!!" Tony shouted, to which the unicorn nodded in affirmation, knowing what she had to do. Together they fired a combined blast from their respective horns and Arc Reactors. The two blasts combined into a singular blast before it struck Chrysalis right in the chest, dislodging the Evolution Keystone from her chest.

"NOOOOOOOO!!!" Queen Chrysalis screamed in pure and utter rage as an orange glow encompassed her very being. Her extra legs faded away as her form shrank back to normal. Her wings shrunk and her abdomen faded away along with her other modifications she gained due to the Keystone.

By the time the Changeling hit the ground, she had returned back into her equine-esque self, panting heavily due to how much magic was drained from her. She tried getting back to her hooves but fell onto her belly; she was finished.

As both Infinite and Chrysalis struggled to get back up, everyone heard a very loud and mechanical like roar coming from behind them. Once everyone turned around, they all saw The Justice League pushing Giganto back.

Superman flew forward and collided with Giganto's chest, the sheer force of the impact sent the mechanical monster falling back through the building behind it before it regained its footing.

Flash ran up the side of a building with his super speed before stopping on the roof. He then ran around in a circle before hurling a lightning bolt at the Titan, stunning Giganto for a mere second. But a second was all that was needed as Wonder Woman, Green Lantern, Cyborg, and Martian Manhunter all flew forward towards it.

While Cyborg unleashed a massive laser blast from his cannon, Green Lantern constructed a massive rocket and hurled it forward. Wonder Woman and Martian Manhunter flew forward and delivered mighty punches to the Titan's chest. Once all of these attacks hit, the monster let out a roar that produced a shockwave that sent everyone back.

Before they could all recover, Giganto turned around and punched a hole in the very fabric of reality. It was the same color as the rift Wyvern created back in The Land of Oz, a disturbing red. Superman flew forward, arms ahead of him to propel him forward, but he was too late as Giganto stepped through the Rift, leaving both Metropolis and this dimension for good.

Twilight smiled, they did it! They actually did it! Together they all stopped Chrysalis and her invasion of Metropolis, the Magic of Friendship prevailed once more. She looked to her new friends, who were standing to the side of her, watching on as Giganto retreated back into its Rift.

Although that begs the question, why were these creatures showing up in different dimensions? What is their connection with one another? Question after question plagued Twilight's mind, but her attention was quickly brought back to Chrysalis and Infinite, who were groaning on the ground behind them.

The jackal slowly got onto one knee, weakened after his battle with the heroes. He looked up at his foes, more specifically Sonic, who had the smuggest smirk on his face. Infinite growled as he proclaimed, "Impossible! I'm the ultimate mercenary! I cannot be defeated by the likes of you!"

"That's where you'd be wrong," Sonic replied casually, shrugging before he continued, "Compared to all the other threats I've faced in my life, and I hate to break it to you, but you're pretty weak in comparison."

Infinite's eyes shrunk to pinpricks upon hearing that word. That disgusting word that nobody ever dared to use to describe him. Weak. He clenched his fist and grinded his teeth in anger before smashing his fist onto the ground.

"You... You dare?!" He snarled as he slowly got up to his feet, holding his hand to his chest and the Phantom Ruby. "I am not weak! Do you hear me?! I. AM. NOT. WEAK!!!" He screamed as he pointed to the azure hedgehog. "I am the tallest of mountains! The roughest of waves! You are nothing compared to me!!! I'll slaughter you where you stand!!!"

He then dashed forward, a killers intent written in his eyes. Infinite saw Sonic prepare to parry his attack, but before he could reach his foe, someone sped in front of him. In a split second, his mask was shattered into nothing as he was sent flying back through the air, already unconscious.

Superman had merely flicked the jackal with his index finger, but that was enough to take Infinite out of commission. "That's enough out of you." He said sternly as Infinite landed on his back, completely unconscious.

Chrysalis watched as her ally had fallen before her. She didn't get it, where had it all gone wrong? Her situation was made worse as the rest of the Justice League joined the other heroes on the helipad of Lexcorp. She was surrounded and powerless.

"It would be in your best interest to surrender." Said the Martian Manhunter.

Chrysalis looked down in defiance, not wanting to surrender, not when she was so close to victory. But that thought faded once the shadow of the Batman loomed over her. He suddenly grasped her jagged horn and squeezed before commanding her, "Call it off."

She closed her eyes in defeat and nodded silently, using the Changeling hivemind to issue the order. "Stand down, my swarm. The battle is lost."

Suddenly the sound of buzzing filled everyone's ears, enticing them to turn around and gaze upon a marvel of a sight. Hundreds of thousands of Changelings were taking to the sky in defeat, the buzzing of their wings and the hissing of the hungry filled the air before a giant portal opened up in the sky. One after the other, each Changeling Drone flew through the Rift in the sky, leaving their queen at the mercy of the heroes.

Once the final Changeling entered the portal, Batman released Chrysalis' horn with a shove, sending her onto her back. She slowly turned over onto her belly and shakily stood up onto her hooves. She turned to see Twilight at the front of the group, with Superman floating beside her.

She growled before it turned into a full blown snarl, "You think friendship will save you, Twilight Sparkle?! How can you possibly rely on friendship when you don't even have any friends?!" That appeared to have struck a cord with Twilight, as the unicorn looked down at the ground with a wavering in her eyes. It was then that Chrysalis let a smug smirk creep its way onto her face, "Because if I recall correctly, your so called friends abandoned you at your brothers wedding. They betrayed you and left you at my mercy! Face it, you don't have any friends and you never will!"

"You're wrong."

That declaration from Twilight caught her off guard. She was no longer looking at the ground in sadness, she was standing tall with a look of confidence as she continued, "My friends in Equestria may have hurt me, but I won't let that stop me from forging new bonds." She then gestured to her new friends standing beside her, "I've made new friends that are more than willing to stand beside me every step of the way." Twilight said before setting her sights of Chrysalis once more, "You may try to knock me down, but I'll keep fighting against you with my friends by my side. Friendship isn't just restricted to our home dimension, it's multi-universal, and with friends like these by my side, there's nothing we can't overcome together."

Chrysalis stomped her hoof in anger before the wind started to shift behind her. Then out of nowhere another Rift appeared behind her and the unconscious Infinite. The jackal was pulled into the portal with ease but Chrysalis tried to fight against it, not wanting to go back a failure. But alas, it was for naught as a violet beam struck her in the chest, sending her flying into the portal, leaving Earth 1 for good.

Twilight deactivated her magic as the portal shrunk out of existence and let out a sigh of relief.

Flash zipped over to where the Evolution Keystone laid and picked it up, getting a feel of it before tossing it to Batman, who caught it with one hand, "I believe this is yours."

Batman nodded at the Scarlet Speedster before he placed the Keystone into one of the pouches in his Utility Belt.

"So now that that's settled," Green Lantern started, gaining everyone's attention, "What happens now?"

It was then that another Rift opened behind Twilight and the others right on cue. They all looked to it with curiosity evident in their features. "Huh." Flash uttered before saying, "Guess that answers your question, Lantern."

"I guess that's our cue!" Mario exclaimed to the Justice League.

It was then that Superman walked over to the group and thanked them. "Thank you. For coming to our aid and helping us save my city. If you ever need anything, please do not hesitate to call."

"No. Thank you, Superman." Twilight replied before looking to the other members of the League, "Thank you all for believing in me, even when I didn't. Without you, we never would've stopped this invasion and gotten the Keystone back."

Sonic patted Twilight's back in agreement and continued, "We couldn't have done this without you." He then looked to Flash and said, "Next time I'm in town, we need to race."

Barry chuckled, folding his arms over his chest and replying, "I look forward to it."

As the portal began to destabilize, Iron Man gave the Justice League a two fingered salute before saying his farewells, "Been a blast, Justice League."

"Keep fighting the good fight!" Mario added before both he and Iron Man jumped through the portal.

Sonic gave the team a thumbs up before he too leapt into the Rift.

Twilight looked to Batman and nodded before galloping through the tear in space-time.

The Dark Knight stared at the portal before a clearing of someone's throat got his attention. He then felt Superman's hand rest on his shoulder as the Kryptonian said, "I know that look." When Batman looked at him in question, the Man of Steel gestured to his eyes with his free hand, "X-Ray Vision, remember? The way you look at Twilight is the same way you look at Dick Grayson. A look of pride."

"She's special, Clark." Batman replied, "Her potential is unmatched, her intellect is extraordinary. My only hope is that she doesn't lose herself on this journey."

"With you there Bruce, I doubt she will." Clark replied earnestly. The two of them shook hands as Superman said, "Now go save the multiverse, we'll keep an eye on things here."

"Appreciated." Batman turned and walked towards the portal, but stopped and said over his shoulder, "Tell Alfred that I'm okay, and that he shouldn't worry."

"You have my word."

With that, Batman walked through the Rift before it closed forever, leaving Superman and the rest of the Justice League to help with clean up.

Using his enhanced vision, Superman focused on the Daily Planet, where his fiancé, Lois Lane, was smiling at him with that sly smirk of hers. It was going to be a long day, but in the end, it was all worth it.

Foundation Prime

Exiled's Fortress

As the portal above them closed, both Chrysalis and Infinite slowly rose and fell back onto their knees as they trembled before Exiled's throne. The Ancient being was less than pleased, which was evident as he clenched his talons on the arm of his throne.

He then leaned forward and said, "Infinite and Chrysalis, you look a bit bent out of shape." He rose from his throne and slowly walked down the stairs as the two villains grumbled at their defeat. "I expected more from you, my slaves. This was due to the order I had given."

"SLAVES?!?!" Both villains shouted in disbelief, but their defiance was silenced as a yellow aura suddenly surrounded them and pinned them both to the ground.

Exiled's hand glowed with yellow electricity as he commanded, "BE SILENT!" They both immediately silenced themselves before he continued, "It seems I overestimated you both. You're both nothing but failures, which should have been expected given your track records." He then released them from his telekinetic grip and turned away from them, "Leave my throne room at once. You will have another chance to prove yourselves when the time comes. For now, get out of my sight before I demolish you."

Deciding not to tempt fate, both Chrysalis and Infinite walked out of the throne room as The Exiled sat atop his throne, tapping his yellow claws on the arm of his chair. "It appears your plan is beginning to fall apart." His attention was drawn down to Damian Wayne, who was meditating inside of his forcefield with a cocky smile on his face.

"You seem confident in your father's abilities, boy."

Damian didn't respond, he didn't need to.

Exiled continued, "No matter, I have dispatched two more villains to retrieve the next Foundation Element." He interlocked his fingers and chuckled, "Soon all of my efforts will be paid off, and I will get exactly what I deserve."

Meanwhile: in the Catacombs

"Interesting." Eggman hummed as he stroked his chin, eyeing the console in front of him with an evil glint in his eyes. "It seems that the Ancients speculated that the Foundation Elements act like keys. Keys needed to unlock something, something powerful enough to power this portal Exiled wants me to build."

Orbot hovered beside his creator and asked, "What could he want the portal for? Doesn't he have the means to traverse other worlds already?"

"I don't know and I don't care." Eggman replied as he leaned closer to the screen, "But whatever it is he wants sounds like something I'd want." He then grinned as he said, "And by the sounds of it, it's powerful enough to power a creation of mine that not even the Master Emerald is capable of powering it." He looked down at his two robot lackeys and commanded, "Head back to our dimension and order the Egg Pawns to begin construction on the Ultra FR-G1."

Orbot leaned his head to the side and queried, "Are you sure? You've never been able to get it to work."

Eggman faced away and refocused on the computer screen, "That is true. I've never been able to find something powerful enough to power it." His grin grew wider as he added with finality, "Until now." He chuckled to himself, not noticing that his two robot lackeys were leaving the room. Whatever this thing was, he wanted to secure it, neutralize any threats in his way, and uncover the source of its power.

And nothing would stand in his way.

Not Exiled.

Not Sonic.

No-one.

This time, there would be no mistakes.

Author's Note

Hey, been a while. So sorry about the late update, life has been kicking my arse lately. Moved into a granny flat so I could have space, which is awesome btw and I'm enjoying the hell out of it.

Also decided to take a short break and refine where this story is gonna go. I already have the ending and final dimensions planned out so there's that.

There was also the fact that Eminem came to Fortnite, so I of course had to get everything in his set and attend his event.

But overall I'm back now, and I'll hopefully have a chapter out next week. But don't hold me to that, after all you never know what may happen.

Take care of yourselves and I'll see you all next chapter.

26. Monsters, Inc. (Part 2)

Earth 2001

Monsters Incorporated

"Gotta send her home right now, or so help me... So help me! So help me!~" As Mike sang frantically to himself, Twilight and the others walked alongside Sulley and Boo, following the little green monster to the Laugh Floor of the factory, where all the multiple doors leading to the human world were located.

The transformed unicorn looked up to the big blue monster as he explained, "So, Monsters, Incorporated used to rely on scream power from human kids for energy, but now we collect their laughter instead. It turns out laughter's ten times more powerful." He stopped in his tracks and looked down at Boo, who giggled at him before rushing to the left to catch up to Mike, who had turned to enter the Laugh Floor to get Boo's door. "And we'd never have figured it out without Boo."

"Cool." Sonic commented as he watched Sulley walk into the room to their left.

They all followed and entered as well, but stopped suddenly at what they saw occurring in the Laugh Floor. Inside the room multiple Soulless Ones were destroying the locks holding the doors in place, causing them to malfunction. Two Soulless Commanders were tearing the place apart, almost as if they were searching for something. Connected to the ceiling were conveyor belts with doors hanging off of them. A Soulless Lieutenant dashed upward and destroyed one of the doors in a fit of rage. A few of the Soulless Ones had managed to open the doors, meaning that they now had access to the human world. The screams of the little children on the other side of their respective doors could be heard as the Soulless Ones entered.

And standing in the middle of the room was someone very familiar to a certain werehog. He had a very stocky build. The majority of his upper body was pure red, as was his serpentine tail. He had five-fingered hands that ended with sharp cyan-colored claws. His body from the waist down was pure black in coloration, ending in two-clawed feet with cyan toes. His head was relatively small compared to the rest of his body, and his black lower jaw stuck out, showing off a row of spiked fangs that jutted upwards. The upper half of his head was black save for the red markings around his eyes, which were purple with yellow sclera. The creature had what appeared to be a relatively thick cyan-colored unibrow that formed a vaguely V-shaped crest. Sticking out from the sides of his head, he had two vicious curved horns that were striped in varying shades of dark gray. He also had a large cyan piece of hair sticking out from the back of his head. The creature had two rows of sharp black spikes sticking out of his shoulders. His only attire seemed to be a pair of black bracelets with gray spikes jutting out on his wrists.

Zavok folded his arms as he glared down at a Soulless One, a frown plastered on his face. "I care not for excuses, I want results!" Said the Zeti before he reached down and grabbed the head of the android and lifted it to his eye level. "I don't care if you have to destroy this entire facility, you will find that Element before the night is done." He then tossed the android behind him, scoffing as it scurried away. Then he noticed some unwanted guest from his peripheral vision, enticing him to turn around to greet his guests. When he saw a familiar looking werehog, he smirked, "Well, isn't this interesting. It has been quite some time since our last encounter, hedgehog. I see you've changed your attire, very interesting indeed."

Sonic snarled before composing himself, "Well if it isn't Zavok. Last time I saw you was when me and my friends beat you and Eggman in Dodon Pa's Grand Prix."

The Zeti gritted his teeth before retorting, "Trust me when I tell you that those past mistakes will not be repeated." He clenched his fist and jutted it forward, continuing, "This time you do not have a chance at stopping me. You will face your inevitable destruction by my hands, and your friends shall soon join you in the afterlife."

It was then that Iron Man took a step forward, "Look, save the bad guy speech for someone who cares." He then aimed his Proton Cannon at the Zeti, "Now either shut up and fight or get lost."

"Bah!" Exclaimed Zavok, waving his hand dismissively, "Your threats are as weak as your comrades. I will find what I seek, and then you shall all face your doom." He turned away and prepared to leap into the air, but not before saying, "But for now, keep yourselves entertained with a little warmup. I want you all at full strength once I defeat you." With that, the Zeti leapt into the air and grabbed hold of one of the doors on the conveyor belt, leaving the Laugh Floor as all of the androids turned to face the group of heroes.

"Here we go..." Mario muttered as he raised his fists.

As everyone got ready to fight, Sulley exclaimed, "This is terrible!"

Suddenly, Mike noticed a white door with pink trim adorned with purple flowers making its way out of the room on the conveyor belt above them. "Look! There's Boo's door!" Sulley rushed into the room to help his new friends fight off the Soulless Ones, but Mike stopped him when he noticed Boo run off. "Go get Boo!"

Looking to his left, he noticed the little girl and rushed over to snatch her up into his arms. He then ran over to a workstation and set her down behind it. "We'll have to play another time, Boo. You stay here." When the little girl nodded, Sulley smiled and ran back over with the others, still staring down the army of Soulless Ones marching towards them.

Twilight looked up to Batman and said, "Ready to clean house?"

Batman simply spread out his wings and began flapping them, lifting himself into the air. Taking as a sign to get started, Twilight let loose a blast of magical energy that disintegrated a Soulless One upon impact. She then galloped forward, lighting up her horn to summon two purple jagged saw blades and sent them spinning forward.

Sonic dashed forward on all fours past the saw blades and bit into one of the Soulless Commanders with his sharp maw, tearing it in half. He let out an animalistic growl before he sent it flying into another Soulless Commander, the sheer impact of the two of them colliding destroyed them both.

Twilight looked at her friend with worry, he was never that brutal before. Her worries amplified as raised his head and let loose a howl at the sky.

Iron Man flew forward, firing his his Proton Cannon at a swarm of Soulless Ones, destroying them as Batman flew by right past him. The Dark Knight unsheathed his talons and slashed into any androids he flew past, tearing their heads from their bodies and destroying them.

Mario dashed forward and charged right through a Soulless One with his enhanced strength before jumping into the air and bouncing off of the top of multiple androids, turning them into red mist upon impact. He flipped through the air a few times before punching the ground as he landed, sending forth a red shockwave that destroyed six incoming Soulless Ones. The monstrous plumber looked at his hands as they glowed before clenching them, disabling the newly acquired ability. "Well that's new."

As four Soulless Ones charged towards Mike and Sulley, the blue monster suddenly scooped up his friend in his hands, much to Mike's chagrin. "Wait wait wait!!! Sulley, what are you doing?!" Ignoring his friend's plight, Sulley charged forward and rolled Mike forward like a bowling ball, knocking down the Soulless Ones and sending them flying through the air before they exploded.

As Mike rolled to a stop behind her, Twilight looked on at Sonic as he fought the Soulless Lieutenant. What worried her was how viscous he was acting, how animalistic he was fighting. He clawed, bit, tried to tear it apart. But with each dodge, Sonic grew angrier, snarling before stretching out his right arm and grabbing the android. As it struggled in his grip, Sonic took the chance to hurl it against the wall, creating a spider web crack where it had impacted.

Sonic was already on the android before it could recover, using his claws to tear into its abdomen, ripping out various mechanical parts and circuitry before planting his maw inside of its chest and chewing out what appeared to be its main operating system.

"Sonic! What are you doing?! Stop!" Twilight shouted, trying to get her friends attention. Everyone had stopped what they were doing and had begun to observe the barbaric way Sonic was tearing into the Soulless Lieutenant, watching with a degree of worry.

When Sonic's head turned to her sharply, Twilight let out a gasp at what she saw. Dripping from Sonic's mouth was a black liquid, oil, or something similar. What scared her most was his eyes, they were dilated, small and sharp. He dropped the operating system from his mouth and snarled, actually snarled at the scared unicorn. He began to advance on her, still snarling, causing her to take a step back in fear, before he stopped and shook his head. His eyes returned to normal as his ears fell flat on his head, his head falling in shame.

"T-Twi... I'm...." He tried apologizing before turning away, whimpering as he walked away.

She looked at the werehog and felt sorry for her friend, "What's happening to him?" She thought to herself before the sounds of footsteps behind her caught her attention.

When she turned around she saw Mike rush over to three of the empty door stations, swiping a card at each terminal. He smiled as three doors came sliding into the room on the rail system. They stopped above each station where three mechanical arms extended from the floor, grabbing the doors and pulling them from the rail. They contracted back into the floor and the machines locked the doors in place.

"Rides here!" Mike exclaimed happily, hoping that this would all be over soon. He turned to Twilight as she approached him with a confused look on her face. Mike then said to everyone, "Grab on to the door when you're ready."

Iron Man raised a finger and said, "If it's all the same to you, I'll fly." With that, his rocket thrusters ignited, levitating him into the air.

"As will I." Batman added before taking to the air as well.

Sulley, now with Boo in his arms, approached the group and said, "Works for me."

Sonic approached the station with the green door and jumped onto it, holding onto the top of the door with his hand. He looked to Twilight and offered a hand to help her. She hesitated for a second before placing her hoof into his hand. He heaved her up onto his shoulder.

Mike pressed a button on the terminal and the door lifted back up into the air. Mario then jumped onto the red door station. Sulley, holding Boo, took hold of the yellow door, with Mike grabbing Sulley's tail just as the door lifted off the ground. Boo giggled once the doors latched onto the rail system.

"Boo? Hold on. Don't want you to get hurt." Sulley said to the little girl as Mike climbed onto Sulley's back.

Unbeknownst to them, an invisible figure was skulking around the Laugh Floor as the doors began sliding towards the Door Vault.

"Boo's door, here we come!" Mike exclaimed as they all left the room

"Oh, I just got a great idea." The unseen figure said as he shed his invisible skin. Standing there was a purple, lizard-like monster with green eyes. He had four arms, four legs, and a blue tail, and his "hair" consisted of three pink protuberances on his head.

Randall took out a Walkie Talkie and pressed the button on the side. "Alright, I got you guys in. Now it's time for you to help me get what I want."

A deep, gruffly voice replied, "You're not in a position to negotiate, Boggs." Randall gulped when he realized that he may have overstepped his boundaries. "The deal was that you get us inside, and once we get what we want, then we would give you exactly what you deserve."

"Well just so you know, those guys you warned me about," He leaned in closer to the Walkie Talkie and said, "They're here."

The voice was silent before he chuckled in amusement. "This changes nothing. You have your assignment, as does Zavok. Let him deal with them, you focus on getting me what I want, then you'll get your reward. Don't contact me unless it's important."

With that, Randall let go of the button and sleeked away, plotting his next move.

Twilight could only watch in awe as she and the others, still clinging to the doors clamped to the railway system, entered a gigantic vault where thousands of doors hung on rails, moving from place to place. This must be the place where all the doors originate from. Twilight deduced that they use the conveyor belts are how the doors leave this gigantic vault.

Once they reached the upper levels of the vault, Twilight yelped as Sonic leapt off of the door and landed on one of the many floors in the vault, with the others following their lead and joining them on the platform. As Iron Man and Batman landed, Mike gasped before bolting toward a beige door leaning against the stone column in the center of the platform.

The little monster hurriedly opened the door... only to find a concrete wall behind it.

"It's offline!" He exclaimed before slamming it shut and turning to face the others, "We have to power it up!"

"You will do no such thing."

At the sound of the deep voice, everyone turned around to the edge of the platform, where Zavok rose from the shadowy depths of the vault, riding a massive wasp Badnik. It had a yellow and black abdomen with a sharp, metal stinger at the bottom. It had jet engines to propel it upward, along with red colored wings to stabilize it. It's six legs connected to its torso twitched as its four, red eyes locked onto its enemies.

Zavok smashed his fists together twice before he roared down at the heroes, eyeing Sonic specifically.

Sonic growled as he and the others readied into their battle stances, "Looks like we've gotta deal with him first!" The werehog stated the obvious.

Sulley placed Boo down, motioning for her to hide behind one of the benches on the platform before joining up with the others.

Zavok scoffed as the Death Queen aimed its legs down at the heroes, laser sights being directed from its tips, trying to lock onto any of them. "I can't wait to see how long you all last against this!"

Sonic barked a laugh as he and the others moved around to avoid the Death Queen's targeting system, "Come down here yourself and we'll mop you up real quick."

"Impudent runt!" Zavok retorted, "I'm going to savor watching you suffer!"

The Death Queen then fired four yellow laser beams from its appendages, tracking Sonic as he moved around the platform. "Now!" Sonic shouted to his friends, "While he's distracted!"

"With pleasure!" Shouted Iron Man as he took to the sky, trying to ram Zavok off of his Super Badnik. Unfortunately he didn't count on ramming into a forcefield barrier that protected the Zeti from any outside forces. The barrier sent the Iron Hero spinning back before he fell right into Sulley, sending them both crashing down onto the ground.

As the lasers ceased fire, Twilight took this chance to fire a magic blast at the Badnik, only for it to fly out of the way, making its way to the other side of the platform. She was about to fire again when suddenly five purple, wasp Badniks appeared around her and her friends.

The Buzz Bombers aimed their blasters at everyone before opening fire. Twilight gasped loudly before lighting up her horn, a purple shield with thorns covering it appeared around everyone as the projectiles flew through the air. Once the laser blasts hit the shield, Twilight expanded the shield until it struck the Buzz Bombers, destroying them upon contact.

Everyone let out a sigh of relief until Sulley exclaimed, "Look out!!!" Pointing in front of him.

There, headed right for them, was Zavok and his Death Queen. It's stinger was spinning around in a drill-like motion as it flew across the platform, tearing apart the concrete floor as it flew. Sulley quickly tackled Mike to the floor, moving the both of them out of the way, while Iron Man grabbed Mario and Batman took hold of Twilight and flew them out of the Super Badnik's path.

Sonic snarled as he stretched his arm, grabbing a light post to swing out of danger.

Once Zavok made it to the other side of the platform, Mike looked up from under Sulley's arm and asked, "Is this guy trying to kill us?!"

"What was your first clue?" Sonic replied sarcastically.

Zavok then piloted the Death Queen to the center of the platform, hovering in the air for a few seconds before the Badnik slammed its stinger into the ground. The resulting shockwave sent everyone flying into the air, which gave Mario and Sonic an idea.

They both looked at one another before nodding, clearly thinking the same thing. The werehog scooped the plumber into his hands before spinning around and throwing him like a baseball. The monstrous plumber's hands glowed red as he soared through the air, headed on a collision course for the shield surrounding the Zeti.

As soon as he was close enough, Mario punched the barrier, shattering it instantly and unlodging the stinger from the ground. Zavok stumbled on his mech as Mario landed on the ground. "You're not making this easy, are you?" The Zeti asked before waving his hand dismissively, "No matter. Crushing you all will be all the more satisfying."

The Death Queen aimed its stinger at the platform, spinning around like a drill, before firing it like a projectile, separating from its abdomen. Sonic stretched his arms out and caught the projectile in his hands. He snarled as he spun around in circles before hurling the stinger directly back at the Super Badnik. The stinger lodged itself into the Death Queen's torso, drilling right into it, before tearing the robot in half.

As the Death Queen fell into the dark abyss below, exploding as it descended, Zavok had already leapt off of the wreckage and landed in front of the group. The Zeti rolled his shoulder a few times before smirking and charging forward, jumping into the air and slamming his fist into the ground.

The platform shook as spider web-like cracks formed on the ground. Mike screamed as the floor beneath him crumbled away. Had it not been for Twilight grabbing him in her magic, the little monster would've fallen into the abyss.

Sonic charged forward on all fours before meeting Zavok in the middle, the Zeti having shoulder charged him to the ground. The villain looked behind him and turned around, blocking a punch from Iron Man with his hand. But before Zavok could do anything, Tony fired his Proton Cannon into his face, stunning him as he rubbed scorched face.

It was then that Batman swept down and kicked him in the back, causing him to stumble. Zavok turned around and backhanded Batman out of the air, only for Twilight to grab his tail with her magic. She tugged on his tail before raising him overhead and slamming him into the ground. She let go, but not before firing a magical blast from her horn that struck him in the back as he tried to get up.

The Zeti staggered, but recovered as Sulley ran towards him. The monster and the Zeti interlocked hands, both of them growled in each others faces as they fought to overpower one another. Zavok was seemingly overpowering Sulley, as he had already brought the monster to one knee.

Zavok chuckled, but let out a surprised grunt as he felt something jump on his shoulders. Little green hands covered his eyes, distracting him long enough for Sulley to gain an advantage. The blue monster looked up and saw that it was Mike on top of the Zeti's shoulders. Sulley smirked before batting away Zavok's hands and delivering a punch to the villain's chest, which sent him sliding backwards.

Mike jumped off his back and landed behind him, making a quick getaway before the villain could recover.

Sonic let out a howl before stretching out his arms and grasping his foe by the shoulders. He then brought Zavok towards him, the momentum causing the villain to turn one hundred and eighty degrees, which turned him to face Sonic. The werehog then clotheslined Zavok with his arm, causing him to flip a few times before he landed on the concrete floor, battered and beaten.

Zavok spat out some concrete from his mouth as rose to one knee. He turned his head around to face his foes, only to see them looming over him. He slammed his fist onto the ground in frustration, "NO! How could I lose to the likes of you again?!"

Sonic chuckled, "That was a blast!" He folded his arms over his chest and said, "Bring some Chilidogs next time!"

The Zeti growled before getting to his feet and jumping away.

Twilight let out a startled gasp as she saw Zavok fly through the air. He grabbed hold of one of the passing doors and rode it out of the vault, making his quick getaway from the heroes.

Sulley snapped his fingers in frustration, "He got away!"

Waving his hand nonchalantly, Sonic simply said, "Leave him, we'll catch him later." He then turned around and smirked, "Besides, we have a little girl to get home, don't we?"

"Kitty!"

Turning around, Sulley saw Boo running towards him with a smile. He chuckled as he reached down to scoop her up in his arms. He rubbed his hand against her cheek before turning to Sonic, "You're right, Sonic. Let's get this little one home."

With that in mind, they all made their way towards the beige door leaning against the column holding up the platform. They all stopped in front of the door, eyeing it curiously, before Batman asked, "You said we need to power up this door. How do we do that?"

Turning to the Dark Knight, Mike replied, "We gotta make Boo laugh to open the door."

"Seriously?" Batman asked, not believing it at all.

Sulley chuckled as he set Boo down and walked over to Mike. "Watch and learn." He said before grabbing Mike in his hands, much to his friend's chagrin. Then, without warning, he began bouncing the round sized monster up and down off of the ground like a basketball, all the while Mike yelped for his friend to quit it.

This of course got Boo giggling up a storm.

Heck even Twilight couldn't help but giggle at the sight, her hoof covering her mouth. She looked to her left and saw Mario and Sonic smirking at the sight.

Batman was not amused.

Typical.

As Boo giggled joyfully, the red light above the door lit up, signifying that it was sufficiently powered. Sulley walked over and opened it, revealing the pathway inside. "Boo's door should be through here. Come on." He said before picking up Boo and running through, with the others following close behind.

Being the last one, Mario closed the door behind him, blissfully unaware that Randall was hanging on the outside of the door. Dropping his camouflage, he raised his head to check and see if the coast was clear. Once he was sure nobody was around, he opened the door and silently followed them into the beige door.

Mike was confused.

Like really confused.

This didn't make any sense, they should've been further into the Door Vault. So what the heck were they doing standing further into the factory? Everyone looked around in confusion, clearly thinking the same as Mike and, presumably, Sulley. "Wait! How'd we take a wrong turn?"

Batman took note that something wasn't right here, they weren't supposed to be here. He then heard something shuffle behind them. They weren't alone.

"Who cares?" A sudden voice sounded out from behind them. They all turned around to face the door, only to see a pair of eyes and a mouth. Randall then revealed himself as he declared, "All that matters is that it's the last turn you losers are ever gonna take."

"Randall?!" Sulley exclaimed as both he and Mike glared disdainfully at him.

"Who's this clown?" Tony asked, gesturing to the monster with his thumb.

"A creep we banished for trying to collect screams by force. He used to be Boo's scarer." Sulley explained as the little girl in his arms glared at the monster, trying out her own cute little roar.

"How did you even get back here? The door we sent you through is sawdust!" Mike said, reminding him of his previous defeat.

Randall waved him off, "Yeah, and I almost got turned into somebody's wallet. Lucky for me, two real nice guys came along and fixed the door. So here I am."

"I'm guessing Zavok was one of them?" Sonic guessed, folding his arms.

"He was one of them. The other guy is around here somewhere, doing his own thing."

Batman then said, "You must've planted that door there prior to our fight. You don't want us finding Boo's door."

"You're not wrong, loser. But that doesn't matter now, no, what does matter, is that starting today, I'm numero uno! Top of the leaderboard, baby." He then got into Mike's face and flashed him a smug grin.

Mike proceeded to laugh in his face, "Ha! You, a top laugh collector? In your dreams Randall. My laugh totals are off the charts."

Randall dropped the grin as he turned away from his foe, "Who said anything about collecting laughs? I'm after negative emotions." He folded his four arms behind his back as he continued, "And my new factory friends have kindly invaded the factory to get 'em for me."

"The Soulless Ones?" Mario guessed.

Randall shivered slightly, "Yeah, creeeeepy name. But I digress." He turned to them and smiled smugly, "All I gotta do is help them get something that they want, and then they'll help me get what I want. Y'see, Laughter's just not sustainable. Once junior chorts his last chortle, you've gotta start over. But negative energy? Especially sadness? Give 'em something that really breaks their little hearts, and they'll stay sad forever. We'll never have to worry about energy again."

At this point, Twilight had had enough of Randall's crap, so she decided to put her hoof down... literally. She stamped her hoof and declared, "We're not gonna let you hurt anypony like that!"

Randall scoffed and crossed his second pair of arms, "Just try and stop me. You'll see soon enough. I am gonna be a legend around this place." He then pointed and Sulley and Mike, "Now, consider your careers officially over."

"What?!" Mike exclaimed in shock.

"And that goes for the rest of you, too." With that, Randall walked away and camouflaged, making his escape.

"Hey!" Twilight shouted, but it was too late. "Where'd he go?" She asked, turning around to face her friends.

Suddenly, the factory intercom screeched to life as Randall's voice sounded off throughout Monster's, Incorporated. "We're in control of this factory now. And I suggested a few improvements--some real doozies I just know you're gonna love. In fact, you're not getting out of here alive."

Mike grinded his teeth together, declaring, "That weasel means business! He'll never quit."

"We have got to get Boo to safety first. Then, we can take care of Randall." Sulley said, reminding them all of their current objective. "Time to find a way out!"

As everyone ascended a flight of stairs, making their way up towards the upper levels of the factory, a certain werehog couldn't help but feel... cold. Stressed. Unnerved. All of the above. The last time he felt anything like this was when he was travelling around the world with Chip, or rather Light Gaia, to literally piece the planet back together.

That was the first time he became the werehog, because of the darkness from Dark Gaia that resided within him thanks to Eggman using the Chaos Emeralds to wake him up from his slumber too early. Whenever he was in this form before, he had to fight off Dark Gaia's influence from taking him over.

And now it seemed that he had to do it again, although it seemed a lot harder this time around. Maybe it was because this was his natural form in this dimension? Maybe Chip helped him last time in some way? Or maybe it was because he had no idea where his friends were taken, and that he was powerless to save them.

Sonic gritted his teeth in frustration, tightening his grip on the hand railing, his enhanced strength crushing the metal beneath his hand. He shook his head after releasing the railing, he had to focus. His friends were fine.

...Right?

He pressed forward with the others as they left the stairwell and entered another room. Inside this room was a massive conveyor belt with all sorts of metals and ironworks planted on it. As the party walked cautiously across the room, two hatches on the ceiling opened up as two mounted machine guns hung down from the ceiling.

Mike, Sulley, and Twilight gasped while everyone else readied themselves.

"A-Are those MACHINE GUNS?!" Mike asked, clearly freaking out.

The lasers on the guns lit up and honed in onto the group, enticing Iron Man to move to the front of the group to protect them. "Get behind me!" Tony ordered, knowing that his armor could withstand the bullets. One everyone had hidden behind him, the machine guns opened fire upon the Invincible Iron Man.

The bullets bounced off his armor, but the guns didn't let up in their assault. Having had enough of this, Tony aimed his Proton Cannon upwards and fired a laser blast at one of the turrets. Once the first gun was destroyed, he aimed at the second and blew it up with ease.

Once the coast was clear, everyone slowly walked out from behind Iron Man as he turned around and gestured to the destroyed guns. "You're welcome." He said smugly as Mike and Sulley both let out a sigh of relief.

"Machine guns! MACHINE GUNS!!!" Mike exclaimed as he turned to Sulley. "Has Randall completely lost it?!"

"Something tells me that he wasn't the one responsible for this." Batman deduced. "Looks like his partners have been busy."

"This must be what Randall meant by 'improvements.'" Sulley guessed.

Iron Man adjusted his Proton Cannon as he said, "Alright, you two and Boo stay behind us." He then turned away from them and faced forward, "Something tells me that that isn't the last of Randall's 'improvements.'"

"Right." Sulley agreed while Mike nodded.

As they traversed the room, Mike, Sulley, and Boo stayed behind Iron Man, seeing as how he was the largest, while the other heroes dealt with any further 'improvements.' Speaking of which, two more turrets shot up from beneath the floor and aimed right in on them.

Twilight quickly lit up her horn and fired a magical blast at one gun while Mario dashed forward and tore the gun from the floor with his bare hands. Two more guns showed themselves on both sides, hanging from the ceiling and ready to fire. Batman took to the air and slashed one off the ceiling with his claws while Sonic stretched his arm upward and tore it from the ceiling.

That was when they made a run for it, they had to get out of there while they still could. It was then that four more guns appeared; two on the ceiling and two more on the floor. Iron Man stood front and center as his Arc Reactor began to charge, with Twilight standing beside him, charging her horn.

Before the guns could open fire, both Twilight and Iron Man fired their respective laser blasts. They combined into one navy blue projectile that destroyed all the turrets once it exploded in the middle of them all.

Once the dust settled, Sulley peeked out from behind Tony's back, seeing that the worst was over. "Coast is clear. Go!" With that, they made their way into the next room, with the shutter door slamming shut behind them.

"Yeah, well, that was just a warm-up. The real fun's just starting!" Said Randall over the intercom, acting as if them escaping was part of the plan.

Once they made it into the next room, they all thought that they were in the clear.

But apparently not as four Soulless Ones fell out of a singular portal that hovered in the center of the room.

"Surprise, losers!" Shouted Randall as the Soulless Ones charged forward.

Mario wasted no time in dashing forward and tackling an android to the ground while Sonic pounced on another, baring his sharp teeth. Batman glided through the air and kicked one android down as Twilight shot one down with the magic from her horn.

The plumber grabbed the android by its left leg and spun it around a few times before letting it go. It smashed against the wall and turned into red mist. Sonic bit one in half with his jaws, his eyes becoming narrow slits again. He quickly snapped out of it once he realized that he had gone feral again. Twilight levitated two Soulless Ones into the air and held them there while Batman tore through them with his claws, turning them into red mist.

Once the battle was over they made their way out of the room and took a left, following the hallway until they came across a yellow elevator at the end of the hall.

Mario approached it, ready to go in, but when the doors didn't open he sighed exasperatedly, "Great. The power's out again." Mike approached his right, observing the elevator with his big, round eye, tapping his chin in thought.

"Okay! We know what to do." Said the green monster before he looked around the room, clearly trying to find something that could help them in their time of need. "Gotta find..." He uttered to himself before smiling as his eye laid upon a room with the words 'Painting Booth' written above the doors. "Bingo!"

Everyone looked on in confusion, wondering how this would help in any way.

"Uh, Mike? How's that supposed to help?" Sulley asked.

Mike ran towards the door and chuckled, shaking his torso/head before waving Sulley towards him with a sly look. Sulley approached and bent down at Mike's command. The green monster whispered his plan into Sulley's ear, and the blue fur ball nodded with artful approval.

"Heh, that's good!"

"Yep, take it away!"

But Sulley shook his head as he walked past Mike and grabbed him by the top of his head, "Nice try, Mikey. I'm not doin' this alone!"

"Hey! You, not me. C'mon... Sulley!" Tried as he might, Mike could not struggle out of Sulley's grasp. "No. Stop! Sul-ley! Not what I had in miiind!" The doors then closed on him and the lights turned on in the booth. Twilight and the others waited outside with Boo while the machine buzzed and whirred. Once it was done, a bell chimed and the doors opened again. Then out strides a miffed Mike covered in blue and pink paint followed by a similarly-painted Sulley. Sulley smirked, nudging Mike. Boo then pointed at them and laughed along with Twilight suppressing a giggle behind her hoof and the lights to the elevator then flickered on.

Sonic turned to the now open elevator and smirked, "It's on! Nice work, guys!"

They all then went inside the elevator before the doors closed. Mike pressed a button on the panel and before they knew it, they were riding up to the second floor of the facility.

Randall stood in the communications room, rubbing his hands together with anticipation. "It's only a matter of time..."

Suddenly the doors behind him opened up, giving him the incentive to turn around and face the music. Standing in the doorway was a shadowed figure, his one eye glaring daggers at the monster. "Report!" He commanded.

Randall gulped, sweat dripping down the side of his head as he nervously approached the figure, "W-Well the good news is that I've managed to stall those losers long enough to have your... pals search for whatever it is that you want."

"And the bad news?"

Boggs looked away nervously, "T-They haven't found it yet." He was then suddenly grasped by the neck and pulled to eye level with the figure, his windpipe being crushed by the figure's hand.

"No more delays." The figure said with an eerily calm tone of voice. "Find the Foundation Element, kill the Batman and his friends, and make sure that this remains quiet. We don't want any further attention drawn to us." He then shoved Randall to the floor and began to walk away, but not before turning his head and asking, "Am I clear?"

Randall nodded weakly as the figure walked out of the room, the doors closing behind him. "Of course, Mister Wilson."

Author's Note

♪ Guess who's back? ♪
♪ Back again! ♪
♪ Battwell's back! ♪
♪ Tell a friend! ♪

Yeah, Happy (late) New Year to all!!! I know I said I'd try to get one more chapter out before the new year, but with Christmas and all, I just couldn't find the time. Hope you all can understand.

Anyways, I'm back now, with my (somewhat) regular upload schedule. So no more waiting, we're getting back into this!

Here's to a successful 2024!!!

Death Queen - darkgame9L

27. Monsters, Inc. (Part 3)

Earth 2001

Monsters Incorporated

”Ẉ̶͋̐è̷͉̰ȃ̴̘̬͓̉̚k̶͖͉̥̉̆̾.̸͖͑́̓ P̵̛͓͓̿̉ŏ̷̪̜̞͂̀w̷̛̰̆ě̶̜̝̑̌r̶͎̯͕̈l̸̻̭̆̽e̵̲̲̪̚š̵̫s̷̮͗́̚.̵͓͉̣͌ Ț̸̋̒̋õ̵̻̯ŏ̵̪̝̈́͊ ̸̢̤͗̐s̵̞̞͇̓͒l̸͔͊͐o̸̝͚͗͂ẘ̴̗͑̀.̷̮̟̮̑“

No matter how hard Sonic tried, he just couldn't ignore the dark voice in the back of his mind. Sure he heard it a few times when he was the werehog before, but now it was amped up to eleven and it wouldn't stop. He winced slightly, hoping that nobody would notice.

”Ỷ̴̼̦̬ộ̴͌͝u̸̡͈̿̏̓ ̶̢̢̼́c̵͈̟̑̈͒o̷̯̒u̸̠͎̔͌l̵̙̯̇̋̅d̵̹̮̒̈ň̴͜'̷͚̖͌̈́͑t̷͚̲̄̎͋ ̵̺̊̀̀s̸̼̙̍͊a̸̧͙̓̏̚v̸̪̗́ê̸̪̹̳̑͝ ̸̨̟̟̅ỷ̷͖̠́̋ô̴̥̬͈̐u̴̡̾̚r̸̺̋ ̸̤̋f̴̟̜̌r̴̭͒̿i̶̖̰̯̒̎͒è̶͇̳n̸̗̪͚͂d̶̪̐̌͐s̶͖͇̽.̶̺̰̩̃̀“

"Stop." He pleaded internally within his mind, trying to shut out the temptations of what little remained of Dark Gaia.

”Y̶̘̿͜o̸̮͕͐̍u̴͉̱͐̃̀ ̴̘̥̯́͗̚c̴͆̅̕ͅa̴̤̮̋́ͅṇ̶̖̲̊͋̈'̵̼͕͇̒̓ṱ̸̎͋́ ̴͙̣͊s̶̬͒a̶̖̼̅̏͝v̸̡͍̈̊̚e̷̘̰̓ ̷͕̊a̸͉̭̱͘ṅ̶̙̮͒y̴̡̱͙̔̕͝o̵̲̮̭̍̓̊n̴̲̿ͅe̶̦̔̃̾.̶̇̀̆ͅ“

"Please..."

”Y̷̟̙̖̌ò̸̡̙͋͋ų̸̫̓'̸̨̧̙̾r̶͈̚é̵̝̲̀͐ ̸̮̊n̵͕̣̄͂e̷̖̽̆w̵̦̖͂̚͝ ̵̢̨̱͐͐f̴̩̮̫̈́͊r̶̨̙͊̚ï̵͚ḛ̶̩̍̈n̵̞̉̌d̴̤̦̣́̚͝ś̶̤̖̜̆͆ ̸̫̆͠ẅ̴̗͍͉̓͠i̶̖͔͔͗ļ̴̓͑̌l̴̼͂̍ ̶͇̊̂s̶̹̹͇̽h̸̫͐͋͘a̵̛̭͖r̴̫̓é̴͖͎̆ͅ ̶̱̜̔̅͋t̸̤̭͚̆h̸̫̘̽͒̆ẻ̶̩̻ ̶̥̋̀̔s̴̺̮͈̒͒͂a̷̢̘̿m̸͍̤̈̎ĕ̸̎͝ͅ ̵̼͛̕̚f̷̱̙̔̒a̵͈̖̳̓t̸̹͇̞̆͝è̸̢ ̶̢͉͉̃̽â̵̦̭s̴͖̫̏̒ ̷̠̽͂̕ṯ̸̙͇͗h̴̥̒ẹ̷͉̿͐͒ ̸̺̫̻͂͌͘r̶̫̜̎ĕ̸̦̲ŝ̸̖̥̣t̶̗̹̘͑ ̵̩̯̾ȍ̸͖̻́̃f̶͙̋͗ ̸̧͇͌t̷̳͘h̶̓̕͜è̵͉̅̚ ̶͎̣̅̚w̴͚̠͇̓͝o̶̡͎͛̋͠r̴͈̊̊ļ̷̗͖̋̚ḓ̴̜̯̓.̴͈͈̬̀̏͒“

When Sonic opened his eyes, he saw everything in flames, buildings crumbled as the sky seemed to be falling. He looked around, none of his friends were there, he was no longer inside of Monsters, Incorporated. He was in a world of brimstone and fire, it reminded him of when he fought the malevolent darkness inside of Mobius' core.

A sudden shadow loomed over behind him, which caused Sonic to slowly turn around in fear. Looming over him was a serpent-like entity. It had a brown body with its torso resembling that of a snake's body and two thin arms with large neon-blue claws. It also had a very wide head, which was even wider than its entire body, which consisted of a mouth made up of many teeth, and a single green eye one each side of it. In the center of its head was a reptilian face with four horns on top, and a pair of white eyes. On its back was a group of seven lavender-colored tentacles made up of flaming energy.

Dark Gaia let out a monstrous roar that shook the entire planet before leaning down towards Sonic, speaking to him telepathically. ”I̶̠̪̭͝ ̶̬̤͈̄l̸̜̂i̵̗̬̍͜v̵̽͜ě̶̤̣͗̚ͅ ̷͙̕͝o̷̢̰̣̿͊͑n̶͎̤̞̽̆ ̵̈́̄̐ͅw̴̱̩͆͠i̷͚̣͙̅t̸̻̳̋̔h̴̺̞̭͝i̸̻̊̏̃ñ̸̜͎ ̵̨̣̈́͌ͅỵ̸̑͌́õ̶̙̩̎̍u̸̼̰̎̔.̶̛̝͙̚ Y̴̫͈̐̌o̶͍͈̗̒ù̴͕͎͗͝ ̶̭̂w̵̲̪̮̃ī̷͎̥̺ḽ̴̻͊͗̆ͅl̵͔̈́͘ ̴̼͑b̶͖̦̔̈̈́ŗ̵̺͒̅̃ï̸͚n̷̺̈̋g̴̘͇̀ ̵̬͎̜̽͘ȁ̶͇͔͕͊̉b̵̘̺̾ȏ̶̦͚͎u̶͍͒͊t̶̖͎̻̃̌ ̶̰̎m̵͈̟̣̈́͝y̷̺͉̦͛͝ ̶͇̃͒̔r̴͙͔͔̅̕ę̴̟̀͑̊t̴̳̜̤̊͊̿ư̸̯̖̔͠r̸̺̍̑͋n̷̮͕̐̀,̸̖̗̉͂͝ ̵͓̟̈ä̶̪ṅ̷͙͕̩d̵͚͌ ̸̗̎̋͆y̸̫̫͈͋ȯ̶͈͚ŭ̸̮ṛ̷̆͌ ̸̖̄͋͜w̸̭̠̮̐̆͝ǫ̷̖̆̓̈́r̸̨͌̒͝l̷̦͈͎̈d̴̤̋ ̴̱́̆͝w̴̭̿ͅͅi̸̖͙̗͗l̵̤̝̳͋l̸̛̻͍ ̵̨̤̈b̶͉͓̲̕ǘ̵͓r̸͙̮̲̎̇n̵̮͑̍͆͜ ̸̯̋͆̓ţ̵̈́̆̔ō̵͇̠ͅ ̷̧͖̦̃͆â̸͘͜s̷̱̺̰͐͋ḥ̵̄͌͑ͅ.̸̳͌̀͘“ The evil entity slammed its massive hand down next to Sonic as it declared, ”Ỹ̷̳̇o̴̞͂ų̸̟̪͋̚͝ ̵͓͝w̵̰͐͘͜į̷̙͇̆̈́̌l̶̲̦̓̕l̸͔̹̗̓̓ ̷̹̠̍̍f̷̡̜͙̆͘ö̵̹̣͜r̴͈̝̗̊e̶͖̍̀̀v̴̼̣̊́̈́e̶̡̅̕r̷͈̱̞̓ ̶̟͓͔̑̾b̷̘̪̱̆͝e̵̺͎̔̋̈́l̸̥͇̾̾͝o̵̯̺͑n̷͈͇̓͜ǧ̵̳̞ ̶̠̣̹̽́͌t̷̤̒̀̇ö̵̪͈ ̴͍͔̀̑ḿ̴̗͠e̷̙̺̦͆̋̓.̵̻́̀͝“

Sonic closed his eyes tightly, muttering to himself that what he was seeing wasn't real. This destruction, this utter devastation, was all in his head. Dark Gaia was still sealed within Mobius' core, he wouldn't reawaken for another ten thousand years.

He was brought out of this horrific living nightmare by the sound of a bell chime, ringing to let him know that they had made it to the second level. He opened his eyes. It was gone. He was back in Monsters, Incorporated. He let out a small sigh of relief as he leant against the wall of the elevator, the worst was over, for now at least.

What he didn't understand was why he was being tempted by Dark Gaia at all. The evil deity had drained what remained of his essence out of him to become perfect. Was there some small part of it hibernating within Sonic's very being? If so, why did it manifest now? Was it because of him returning to this form? That is the most probable answer.

His attention was brought back to reality when Boo ran out of the elevator, giggling happily as she bolted into the next room.

"Boo!" Sulley exclaimed, already running after her.

Mike wasn't far behind, also shouting, "Come back! You can't run off, kid!"

Seeing this, Twilight looked to her friends and said, "Come on! We can't let anything bad happen to them!"

Sonic put the dark thoughts to the back of his mind as he nodded in agreement, following the transformed unicorn out of the elevator, putting his encounter with the specter of Dark Gaia behind him.

For now at least...

Sulley and Mike ran into a blue room with yellow water pipes, hoping that Boo hadn't run off too far. To their luck, they found the little girl hiding behind a pipe, giggling cutely.

"Kitty!" She shouted gleefully.

Both monsters let out a sigh of relief as Twilight and the others joined up with them, waiting by the entrance to the room. But suddenly a pipe burst above the two monsters, drenching them in water and removing their new paint jobs.

Sulley smirked as he looked himself over, "That paint was kinda growin' on me!"

Mike however, was relieved that he was back to his usual self, "Woo! This is way better." But his smirk would be washed off his face when Sulley shook the remaining water off of his body like a dog, further drenching Mike in water. "Agh! Hey, no. Would ya cut that out?"

Seeing that she had been found, Boo ran over to Sulley and was scooped up into his arms. But the joyous moment was halted by the appearance of two portals. Then two Soulless Commanders fell from them and landed in front of the two monsters and human. The portals closed as Boo whimpered, snuggling into Sulley's fur.

"Sulley, let's get her outta here." Mike said to his friend, turning around and making a break for their new friends.

Upon seeing the two androids, Sonic's eyes turned to slits as the voice of Dark Gaia commanded, ”Ş̸͎̈́̂͝l̵͓͂a̷̩̬͛̚ù̶̟̮̯͝g̵̭̰͚̑̅h̷̲̹͊͋͛t̶̖͖̓͝ë̵̫́̌r̴̢͓͠ ̵͚͖̂̀̌t̷͍̎̓h̷̛̦̦é̴̟̄͝m̸͔̮̬͗̈͘.̴̹̞̈́̽“

Tony was about to activate his Proton Cannon, but stopped when Sonic leapt over them and attacked the two androids. His moves were ferocious as he slashed and bit at the two commanding officers. Sonic stretched his arm and grabbed one by the head as he pounced on the second, not even granting it a chance to fight back.

The werehog then crushed its head with little to no effort before mauling the second Soulless Commander.

Everyone could only look on in abject horror as Sonic continued to maul at the fallen android, tearing it apart with his jaws. Twilight shook her head at the sight, "This isn't right. Why is Sonic acting like this? Why is he acting like a... monster?" She thought to herself before Batman called out to him.

"Sonic, control yourself now!"

The werehog's ears perked up as he dropped the android's head from his mouth, his head held low as he slowly walked away from the body as it turned to red mist. As the second one faded away, both Mike and Sulley rushed past the group of heroes, exclaiming, "Come on! We don't have time to lose!"

They all looked at one another before nodding, they would deal with Sonic's behavior later. But right now they needed to find Boo's Door and the final Keystone. They all rushed past Sonic, who loitered around for a moment before catching up with the others.

But as they all left the room, Randall's voice popped up over the intercom, "All right, I'll give you that one. But no more freebies." He was then promptly shut up by Iron Man, who blasted one of the speakers with his Proton Cannon.

"Thought he'd never shut up." Said Tony, who depowered his weapon and continued pressing forward.

"Once we get through here, we're clear." Sulley informed the group, rushing to the large shutter door with Boo in his arms.

Meanwhile Twilight was concerned for her friend, Sonic wasn't acting like himself. He was more aggressive, more animalistic. He wasn't talking as much as he normally would, and that worried her greatly. She approached the werehog and asked, "Sonic, are you okay?"

His ears perked up as he turned downward to face Twilight, "Of course! Why wouldn't I be?" Sonic responded, albeit a little too laid back for her liking.

He was hiding something.

"Well you haven't been acting like yourself and it's starting to worry me." Replied Twilight, clearly seeing something wrong with her friend. When Sonic averted her gaze she pressed on, "You've torn apart multiple Soulless Ones as if they were nothing but... prey! I know that you're clearly unhappy about being in this current form, but don't worry! Once we find the Keystone and get Boo home we'll be back to normal in no time!" She said, sounding cheerful to try and at least cheer him up a bit.

She felt pride in herself when she saw Sonic smile, "Thanks, Twi." He then pet her on the head and said, "You're a good friend. Don't let anyone make you feel otherwise."

The two friends smiled at each other before being interrupted by Mike, who said, "This is the central control unit for the whole factory! Now whaddaya say we get outta here?" He gestured to the main console in the tan colored room with his hands.

Tony interlocked his massive hands and cracked them, moving towards the console, "Allow me." At everyone's confused looks, he clarified, "I am a tech genius after all. Who better to do the honors than me?"

Mario scoffed and waved his hand dismissively, "Puh-leese, let me do it."

"Not sure if you know this, but that's a computer, not a toilet plumber boy." Tony quipped as folded his arms.

The monstrous plumber gawked at his billionaire friend before retorting with, "Have you seen how big you are? You'll probably end up breaking it before you even get the door open."

Tired of their bickering, Mike walked past them and said, "Hey, hey! Show a little finesse!" He then pushed some buttons on the console to try and get the door open. But to his surprise, the device wouldn't respond. "Rats! Randall must have messed this up. Nothin' works!"

"We can't get out?" Twilight asked with a hint of worry in her voice.

Sonic rolled his eyes and sarcastically said, "Maybe it would be faster to just break it."

Shrugging, Mario pounded his fist into his hand as he approached the console, "If all else fails..."

He was promptly stopped by Iron Man, who placed his arm in front of him to cease his movement. "Are you insane?!" Tony asked as Mario crossed his arms over his chest, "You wanna break our only way out of here? Yeah, great plan. Reeeal great plan."

Hearing the commotion, Sulley turned around and walked over to the group. "Hang on!" He said, getting everyone to turn around and face him. "Think I've got a better idea. If we can just short it out, the lock will disengage." He then looked down to the little girl in his arms, "And, lucky for us, Boo is a walking energy generator."

Mike pondered for a moment before snapping his fingers with a smile, "That might work!"

"You're our MVP, Boo!" Mario said as he smiled to the little girl in Sulley's arms.

Boo giggled and clapped her hands as Sulley placed her atop his head. He started to laugh, playfully running around the room, and she screamed excitedly. Seeing how much fun they were having, both Mike and Twilight ran after them to help get Boo to laugh. But Mike lost his footing and tripped in front of Twilight, causing the unicorn to roll on top of him due to her not stopping in time. The two of them rolled to a stop, their eyes rolling around in circles as Sulley, Boo, and Mario laughed at the scene. Even Tony chuckled a little bit.

This sudden burst of laughter caused the console to whirr to life, getting everyone's hopes up. But alas, it shut back down due to not having enough power.

"It's no use. We need a bigger burst of laughter." Mike said dejectedly.

Sulley then smiled at his friend as he set Boo down onto the floor. "Would you care to do the honors?"

"I'd love to!" Exclaimed Mike, pointing his finger guns at the small child. He waved his hands around, getting ready, then proceeded to smack himself in the face, sending his eyeball in various directions with each smack, mimicking a bouncing ball. It bounced faster and faster until he exclaimed, "Tada! 40 - 0. Game and set!"

Boo made no reaction.

Mike sighed, so he tried a joke, "I'm not cut out for this racket."

Still no reaction.

"Come on. It's a tennis joke." He looked around, expecting some sort of reaction. When he received none, he turned around to face the others and asked, "Should I've gone with ping-pong?"

"Nothing could've saved that one." Sonic said, clearly bored.

But all of a sudden Mike yelped and shouted, "Nobody move!" When everyone looked around, ready for trouble, the green monster simply dropped on all fours and said, "I dropped my contact!"

While Mike searched the floor, Sulley simply scratched his face. "I don't think Boo's gonna get it, Mike."

"Do you get it?" Mario asked with a smirk.

"Yeah, it's 'cause his eye's so big. The joke is you can't lose a contact the size of a dinner plate."

"OH FINE!" Mike shouted, agitated that he wasn't getting the job done.

It was then that Batman walked towards him with a scowl on his face. "Aren't you supposed to be good at this?"

He whirled around and replied, "I am once I'm warmed up!"

Sighing, Mario walked past Mike and crouched down in front of Boo. He turned his head to face his friends and said, "Let me show you how it's done." He turned to face Boo and muttered to himself, "This always worked for Luigi when we were kids. If this doesn't work, nothin' will." He then perked up his head with the goofiest smile, causing Boo to laugh. Seeing the desired reaction, he turned to everyone and said, "Everyone join in!"

Everyone, sans Batman, Iron Man, and surprisingly Sonic, all made goofy faces, which caused Boo to burst out in laughter. The control panel went wild, sparking and whirring to life until finally, the shutter door opened.

Sulley smirked down at Mike, "Mario's aiming for your job."

Mike then proceeded to pout.

Twilight walked up beside Mario and asked, "How'd you know that'd work?"

"I used to do it for Luigi when we were kids." Mario explained with a shrug. "It always cheered him up whenever he was down in the dumps."

The unicorn giggled behind her hoof as she followed the others. They all started walking towards the door when Randall suddenly slithered up behind them. "You guys aren't gonna leave without saying good-bye?"

They all turned around at the sound of his voice. Mike, having had enough of Randall's games, walked forward and said, "Give it a rest, Randall. You're not gonna get away with this."

"We'll stop anything you throw at us." Sulley continued.

"Yeah!" Twilight said, lighting up her horn as the others prepared themselves for a fight.

Randall shrugged, "Maybe you will. Or then again, maybe you won't. I have still got an ace up my sleeve." He then put two fingers in his mouth and whistled loudly. Something then whirred to life... above them? It all happened so fast, what with the ceiling suddenly exploding to the giant shadow descending down in the smoke.

Once the smoke cleared, Sonic's eyes shot open at the familiar robot before them. It had a bulky humanoid torso with spiked shoulder guards, several highlights on the front, a smaller platform-like torso inside the main torso for an Egg Mobile to be inserted into as a cockpit, blue prongs on its lower chest, thin arms, two wing units and exhaust pipes on the back. On its left arm it had a long and gigantic drill, and on the right arm it had a six-barreled cannon. Along the cannon's hexagonal carapace, its small barrels could extend outward from the primary mechanism. Its shoulder joints also had a spike protruding from each of them. On the bottom of its upper torso dangled a lower-belly with two smaller cores and two talon-like feet cannons.

Randall slithered his way up to the top of the Egg Dragoon, the glass sliding over the cockpit once he was inside. He looked around the cockpit and chuckled as he rubbed his hands together. "My new friends hooked me up with this bad boy! Now you're all gonna pay!"

To say that Mike and Sulley were terrified would be an understatement. This was new, even to them. "Boo? Hide. Now." His tone was authoritative, no jokes, no debate. The little girl scampered away and hid beside the main console.

"You've really done it this time, Randall." Mike said with a shaky voice.

The purple monster waved his hand, "I told you losers that there was a change in the chain of command! I think it's time I actually begin laying off some dead weight!" He slammed his upper hands onto the console before him. "Get ready, losers! You aren't making it out of this one!"

Meanwhile Sonic was just stood there, his eyes shaking as he heard a familiar voice inside of his head. ”K̷̟͙̠̈́̏i̸͓̇̀ḻ̸̤́̃̒l̵̪̟̇̀̅ ̸̡͎́̽ͅR̶͈͐͒̔a̴͚̱͋n̴͔͋̔d̶̮̟͇͑̀á̴͚̩̻l̵̳͋̆͂l̴̝̈́̋̒.̸̲̬͙̉͆“ He let loose a feral growl as he got onto all fours.

Twilight looked at him worriedly before she lit up her horn, hoping that things wouldn't get too bad from here on out.

"Let's do this!!!" Randall shouted as he aimed the six barreled cannon down at the heroes. Without waiting, he opened fire upon them, causing them all to scatter. Twilight brought a shield up to protect herself as Batman and Iron Man took to the air.

Sonic stretched out his arm and swung out of the way while Mike and Sulley ran to safety.

Mario leapt into the air, his fist glowing red as he prepared to throw a punch at the mech's belly. But it suddenly swung its feet forward, sending forth a freeze ray that froze the plumber solid. As Mario landed on the floor, frozen completely, Randall stopped firing and moved to the left to avoid a blast from Iron Man's Proton Blast.

As he moved, Randall aimed the drill at the Armored Avenger and proceeded to fire the massive projectile. Tony didn't have enough time to dodge the attack and was sent crashing into the wall as a result. Boggs laughed like a nerd before being shut up by Batman, who flew forward and slashed at the glass protecting him.

"Hah! Nice try, loser!" The cockpit then moved down to the torso, specifically where the belly was, and he aimed the mech's legs at Mike and Sulley. "This is payback for sending me through that door!" He then fired an ice blast down at the two monsters.

"Mike! Look out!" Sulley exclaimed as he quickly tackled his friend to the floor, just barely avoiding the ice blast.

Randall growled as he aimed for them again, but was stopped when a chunk of rock smashed against his protective glass. He looked for where it came from and saw Twilight Sparkle levitating bits of the concrete floor into the air with her horn. "Leave them alone!" She shouted as she sent forth even more projectiles.

The Egg Dragoon maneuvered to the left and dodged them, aiming its talons down at the unicorn. Randall then fired an ice blast at Twilight, who quickly lit up her horn and teleported away. The monster snarled as he pressed another button, raising himself to the head of the mech.

"You all think you're so cool, don't you?!" Randall shouted as he saw Sonic swinging around the mech, snarling ferally. "Well let's see how cool you are after this!!!" He then opened fire upon the werehog, his assault unrelenting.

Sonic let go of the beam he was swinging on and flipped through the air, avoiding all of the bullets around him as he pulled back his fist. He let out a battle cry as he punched the cockpit of the Egg Dragoon, sending it crashing into the wall behind him.

"Hey! Not fair!!!" Randall complained as he propelled the Egg Dragoon forward, slamming right into Sonic.

Twilight used her magic to catch her friend as he fell to the floor, with Iron Man flying past him to take the Egg Dragoon head on. Tony fired six rockets from his shoulders, each making an impact on the Egg Dragoon. Although it didn't do much damage, it gave Tony enough time to boost forward to lay some damage onto Randall and the mech.

Unfortunately he was swatted away by the mech's drill, sending him sliding across the floor.

As Boggs laughed, he was unaware that Batman, currently holding Mario, was flying around behind him. The Dark Knight threw the transformed plumber directly into the mech's cockpit, his punch further damaging the glass protecting Randall. Mario flipped through the air as Batman soared past him, his talons out and ready to go. He dove forward and positioned himself so that his feet were in front of him. He then kicked the cockpit, causing the glass to crack.

Randall screamed like a big girl before boosting the mech away from the Dark Knight. As he moved to the other side of the room he descended down to the mech's belly again, aiming its feet at Mike and Sulley. "I won't stop until I get what I deserve!!!" Randall shouted as he fired two ice blasts at his foes. But the projectiles didn't hit as Twilight put up a protective barrier around the two monsters. She gave them a kind smile while Mike and Sulley nodded to her.

It was then that Sulley looked up to Randall and shouted, "Stop this, Randall! Can't you see all the damage you've caused?! All the people you're hurting?!"

"Yeah this is nuts!" Mike agreed. "Even for you!"

Boggs snarled at the two people he hated most in the world, "You're the reason why this is happening in the first place!!! If you had just minded your own business and let the company do what it did best, then none of this would've happened!!!"

"We found a better way!" Sulley argued.

"There's only one way that this company thrives! My way!!!"

Twilight looked up at the Egg Dragoon and shouted, "If you think that torturing little children by scaring them is the best way to go, then you're sicker than I thought!"

Randall scoffed, "Like I care what some loser like you thinks of me!" He leaned forward and continued, "Once I get rid of them, I'll get this company back on track!" He then fired another ice blast, once again it struck the shield protecting Mike and Sulley.

While this was happening, Iron Man and Sonic were charging towards the mech, with Tony flying through the air, and with Sonic dashing forward on all fours. The werehog leapt into the air, flying alongside Iron Man until they both struck the mech with a combined assault.

Both of their punches struck the mech's belly, sending Randall leaning back in the cockpit and further cracking the glass protecting him.

"No!" He exclaimed as he rose back up to the top of the Egg Dragoon. Randall then aimed the drill at Mike and Sulley and launched it directly at them. But before it could land, Sonic stretched out his arms and spun it away from the two monsters. He then sent it straight back into the Egg Dragoon, directly into the lower cockpit and shattering the glass protecting it. "Wha-?! WHAT DID YOU DO?!" The monster shouted in a panic, pressing any and all of the buttons to try and fix this.

But it was for naught, as Sonic jumped onto the drill lodged into the Egg Dragoon and then proceeded to jump into the air, getting in line with the cockpit. He then pulled back his fist and sent it forward, smashing the glass protecting Randall.

"NO! S-STAY BACK!!!" He pleaded as the Egg Dragoon began to explode. His neck was suddenly seized by Sonic before he was pulled out of the mech, the Egg Dragoon exploding in a blaze of glory as it fell to the floor in a crumpled heap.

Sonic threw the monster to the floor as he landed, watching as Randall back pedaled across the room to try and get away from him.

Randall looked around and saw that he was surrounded, but that wasn't what scared him. No. It was the werehog that was currently circling him, baring his very sharp teeth.

Sulley then said to the werehog, "Just leave him. Don't think he can cause us any more trouble." He then placed his arm around Boo as she crashed into his leg, hugging the monster. "Besides, we gotta focus on getting Boo home."

They all looked towards him, expecting him to stop.

But he didn't.

Twilight tilted her head in concern, "Sonic? You can stop now. Randall's beaten and we have to get Boo to her door."

Sonic responded, but not in the way she had hoped. He growled at her. Like actually growled at her like a wild animal.

"Sonic?" She repeated, her voice sounding distressed.

He couldn't hear her. He couldn't hear any of them. All he could hear was the voice of Dark Gaia, ordering him to do one thing.

”K̷̟͙̠̈́̏i̸͓̇̀ḻ̸̤́̃̒l̵̪̟̇̀̅ ̸̡͎́̽ͅR̶͈͐͒̔a̴͚̱͋n̴͔͋̔d̶̮̟͇͑̀á̴͚̩̻l̵̳͋̆͂l̴̝̈́̋̒.̸̲̬͙̉͆ A̷̧͕̒̕c̸̘͖͛̚͠c̷̡͖̭͝e̶̟͘p̵̖͚̂̏̈́t̵̛̔̈́͜ ̵͈̀m̷̬̰͂͂ỵ̸̤͙͐͒͠ ̷̬̍̆p̴̞̗̜͐o̷̱͉͐͆w̵̪͍͝e̷̟̿͗r̷̮̮̬̐̐͐!̶͇̥̋ ̵̠̓̊͊U̸̝̗̠͒̒͠s̷̬̦̀̈́e̶̻͛̓ ̶͇̏̒̾i̴̝̐̚ţ̸̣͎́̉́ ̴̨͇̼̉̌t̴̟͂͝o̵͔̯̥͊̐͝ ̷͕̬̮̓̾͝s̷̩̥̀́̄a̶̠̿͊́v̵̛̤̻̺̾̌e̵͈̺͂̿̆ ̵̺̱̜͝y̶͇͍̼͂̑̆ǫ̵̇ú̵̧̺̪͊r̸͚̭̆̅ ̷̨̼̅̑͠f̵̨̓͂̑r̵͙̍ḯ̴͍̪e̵̳̮̋̊̂n̶̥̈͊d̵̗̳̐s̴͖̜̻̍̔̎ ̶̨͈̠̆a̸̧͍̻͊ņ̵̎̔̒d̸̮̲͆ ̶̩̾d̴̨̼̬̈̏̑e̵̪̮͋̊s̶̺̎͛̓t̶̲͉̐r̷̞͌o̷̰͎̪͒ỵ̵̒̄ ̴̢͚̯̍̓͛y̶̩̾̌o̵̗̥͋͆ǘ̴̦ͅṟ̷̱̎͆͜ ̵̩̩͚̕e̵͙͠n̵͚̙̒̚ͅȅ̷̛̟̎m̷̦̥̎ͅī̸̗͝e̷̔̓͜ș̷̣̲͋!̵͕̱͚̉͛̕ ̷̖̋͑Y̴͖͔̩̆͝ọ̶̬̿͗͒u̵̡̠̜̇́͘ ̸͎̬͚̾̽c̸̭̱̹̎̓̕a̷̪̅̆̽n̷͓̙͊͛̎ ̷͈͎̽ș̵̪͙̆͝a̶̖͍͋̒́v̵͓͐̓͜͝e̸̻͝ ̶͈̲̝͆ṱ̷̭̮̿h̷͙͍͛́̕e̴̼͉͆̄m̵̮͚̋ ̸̱̐a̷̼̭̔͊̊͜l̶̜̀l̵̤̦̂̚͝,̸̻̀ ̵̨̛̳̜̌y̶̛͓̦ǒ̵͕̳̫u̴͉̟̞̇ ̵̹͊̂ȍ̵͚̆n̵̤̭̅l̸̰̟̗̊y̷̭̅̕ ̵̦̣͔͋̽̔h̸̭͖̗͋a̴̹͆̽̚v̸̲̦̀̒̾ê̷̤̙ ̸͚͙̬̾͆t̸͓̓͝o̸̞̗͆͋͗ ̵͕͗̇͝d̵̩̎̅̏ͅǫ̸͗̊ ̸̭͌̋ö̷͎͍́͛n̶͎͊e̴̢͙͖͝ ̸̦̝̈́t̴̼̋͜͠h̴͎̖̼̔i̷̦̼͔̊͝ń̶̼̳̀͘g̶̡̳͓̋̒͑.̷̬̘̔̆͘.̸͔̓́ͅͅ.̵͖̻̉͘“

"Kill Rand̶̥͑̆͘ã̷̗̺̤̿l̸̟̙̾͌l̸̡̈́͂͆.” Sonic growled out, his voice becoming distorted as a purple, flaming aura surrounded his entire being. The werehog let out a threatening howl before turning to face his friends. Everyone looked shocked when they saw Sonic's eyes.

They were purple.

"Hey man, it's just us." Mario said, trying to calm him down.

Sonic growled at them all, slowly advancing toward them.

Randall took this opportunity to make a break for it, camouflaging as he sprinted out of the room, Sonic turned around and noticed that he was gone. He let loose an animalistic roar before giving chase, following the monster's scent as he bolted after him.

Seeing this, his friends wasted no time in going after him. "Sonic wait!!!" Iron Man shouted as his boots ignited, flying after his friend. Mike and Sulley looked at one another worriedly before going after them, wanting to make sure that their friend was okay.

As she chased after him, all Twilight could ask herself was, "What's happening to my friend?"

As they chased after their friend, the group had made it to the Power Plant, where they saw a truly horrific sight. It was set ablaze, fire was everywhere as smoke ascended into the air. Did Sonic do all this? What was going on here?

"Oh no..." Mike uttered quietly as a helicopter flew overhead.

"Disregard Code 835. 72-16 in progress. We have visual on the unidentified life-form. Suspected cause of the conflagration. Code 72-16, over." A CDA Agent said over the radio as the helicopter flew over the Power Plant. Suddenly it was grabbed by a purple hand that stretched up from the floor below. It was then pulled down to the ground where it exploded upon impact.

"The whole factory--it's a total mess!" Exclaimed Mike, clearly distressed by what's happening.

Sulley placed a hand on his head and said, "I know, Mikey. But right now, we just have to keep moving."

"Sonic, what're you doing?" Twilight asked herself.

Batman then said, "Ever since we've arrived here he's been unnerved by the fact that he's stuck in that form."

"And we never asked ourselves why that is." Iron Man added.

"Well we're going to figure out why and then we'll save our friend!" Said a determined Twilight as she lit up her horn and teleported everyone down to the Power Plant. Once they reappeared, another helicopter flew over as a rope lowered itself.

"Ready to descend." A four-armed monster in a bright yellow suit containing a large tank dropped to the ground, followed by other CDA Agents with varying appendages.

The CDA Agents approached the heroes and said, "Stand aside. We'll get this fire put out, pronto."

But a sudden explosion sounded off behind him, causing him to turn around as two other CDA Agents ran away in fear. "Code 72-16. Unidentified life-form sighted." Then from the fire, Sonic walked out, only he didn't look like Sonic anymore.

He had blackish-blue skin with purple neon body markings on his quills, hands, feet, and tail. He now had three claws on his hands and two talons on his feet with an external claw on the back of his feet. His tail had extended greatly, now with a dagger like protrusion on the end of it. He had a horn protruding backwards on his forehead and spikes on his shoulders. His eyes were black while his iris' were neon purple, his eyes outlined the same color. On his top quill were six spikes protruding upwards, adding to his menacing appearance.

Sonic growled as soon as he spotted his friends.

Slowly and steadily, Iron Man raised his Proton Cannon and aimed it at his friend before telling the CDA Agents to get back. He didn't want to fight him, but if he didn't calm down he would have no choice. "Hey man, we're your friends."

Mike and Sulley looked at each other worriedly.

Mario looked uneasy, but he slowly raised his fists.

Batman spread out his wings. He didn't want to hurt Sonic, but he would if he had to.

Twilight took a step forward and pleaded with him, "Sonic please! It's us!” Her eyes welled up with tears as she said weakly, "...Your friends."

Sonic responded by letting loose a battle cry, sending forth a shockwave that changed the fires colors to neon purple. The werehog then got down on all fours and snarled, ready to fight.

Twilight wiped away her tears and lit up her horn, "Don't worry, I'm going to save you."

Sonic pounced forward on all fours, initiating the fight. He sounded feral, like he wanted to do this. He was smiling as he rushed forward. He leapt through the air and tackled Iron Man, who was just about to fire his Proton Cannon, but missed the opportunity.

The werehog scratched and clawed at Tony's armor, trying to tear right through it. But he was suddenly spear tackled by Mario, which sent them both rolling across the concrete floor.

"Sonic, you need to snap out of it!" Mario shouted, trying to get through to his friend. "This isn't what we do!"

"YOU'RE IN THE WAY, MARIO!" Sonic shouted back, his voice deep and gravely. He backhanded the plumber off of him as he jumped to his feet. ”A̶͓͆l̴̘̀̅w̶̡̤̙̉̄á̷̘̱͙y̸̢̠͗͜s̶̨̅̿ͅ ̶̨̄̈́i̴͔̮̺̇ņ̶̤̦̅̀ ̴̖͇̭͋͌̿ṭ̶͝h̴͍̥͗͝e̸̫͐͠ ̴̙̠̟͑͗̄w̵͓̖̋͘̕à̶̙̥̬y̵̧͚͋͝ͅ.̸̥̣̣̾͊̄“

He was suddenly shoulder charged by Iron Man, which sent him back a few meters. He responded by stretching his arms forward and grabbing the Armored Avenger by the shoulders. He then spun him around and threw him directly into Sulley, who had just managed to set Boo down next to Mike.

"I COULD'VE FIXED EVERYTHING!!!" Sonic shouted as he jumped into the air to grab Batman. "SAVED EVERYONE!!!" He then grabbed him by the throat and slammed him to the ground.

Once he landed, he was barraged by a laser blast from Twilight, "How?! By causing all this chaos?! That's not what we do! Not what you do!"

"DON'T TRY TO LECTURE ME!" Sonic shouted back, blocking the laser with his forearms as he pushed forward. "YOU'RE THE ONE RUNNING AWAY FROM YOUR PROBLEMS!" He roared as he released another shockwave, which disrupted the laser and sent Twilight flying backwards. Sonic straightened himself and said, "THIS IS THE ONLY WAY TO GET MY FRIENDS BACK! I WAS TOO WEAK BEFORE! NOW I'M STRONG ENOUGH TO PROTECT THEM, TO PROTECT YOU!!! I'M NOT THE PROBLEM!!!" His voice then changed to Dark Gaia's, ”Į̷̯̖͌͛͠'̶̨̡̦͝m̵̡͓̑ ̶̲̲͊̀̽t̷̯̍̈h̵͖͖̃͒ë̴͙͉́ ̵̣̽s̷̯̩̗͂ờ̸͍̬͝ͅĺ̶̞̦̞̍̑u̴̢̝̠̿̀t̵̲̀͋̓i̷̟̮̽̈́ó̷̭̥̖͝ṉ̷̥̅̑ͅ.̶̘̻͗“

Suddenly, he was grabbed from behind by Iron Man, who then boosted up into the air before changing his trajectory to move downwards. "We all want to protect those we care about, Sonic!" He then slammed the werehog face first into the ground. He held his head there with his hand, "Sometimes to win, we have to lose! It sucks, I know, but sometimes that's the way it has to be."

"YOU'RE NOT BETTER THAN ME!!!"

"We're not saying that! You're not thinking clearly right now! Whatever's going on with you we can help you fix it!"

Sonic laughed mirthlessly, "AND WHAT? LISTEN TO YOU?"

Now it was Twilight's turn to try and get through to him, "Yes! Listen to us! What are you so afraid of?"

"I'M NOT AFRAID OF ANYTHING!!!" Another shockwave burst out of him, sending Iron Man flying off of him. Sonic then got on all fours and tackled Twilight to the ground, leaning in close to her face. "DON'T YOU UNDERSTAND THAT THIS IS THE ONLY WAY TO SAVE MY FRIENDS?! TO SAVE OUR WORLDS?! HE PROMISED ME THAT MY FRIENDS WOULD BE SAVED!!!"

Twilight then released a burst of magic from her horn, sending Sonic into the air where he was promptly kicked in the back by Batman.

He held him there as he said, "You've obviously never been this vulnerable before! But you don't need to work through it by yourself!"

Sonic screamed in fury, enticing Batman to get off of him as a fiery aura surrounded him.

Sulley then walked up to Boo and Mike and told them to get to safety. His friend nodded and picked Boo up and ran for the hills. The blue monster joined in on the fight to try and get his new friend back. They all surrounded Sonic, circling him as he got back to his feet.

"WHY ARE YOU DOING THIS?!" Sonic asked, confused as to why the ones his trying to save has turned against him. "I JUST WANT TO SAVE EVERYONE!"

"This isn't the way, bro!" Mario shouted as he charged forward, enticing the others to do so as well.

Sonic ducked under Mario's punch and turned around to backhand Sulley to the floor, all the while using his tail to sweep the plumber to the ground. He used his hand to block a magic blast from Twilight before he leapt into the air and came back down to punch the ground, creating neon spikes that shot out from the ground.

Twilight teleported away as Batman and Iron Man flew to safety.

"We just want to save you, Sonic!" Twilight said as she reappeared behind him.

He turned around and snarled, "I'M THE HERO! I DON'T GET SAVED!" He rushed forward on all fours towards the unicorn, only to be blindsided by Batman, which sent the werehog rolling.

Batman quickly checked to see if she was okay. When he knew that she was he flapped his wings and got back into the fight. He flew across the Power Plant, moving to the left to avoid Sonic's outstretched arm. Once he was close enough he kicked Sonic in the chest, sending him backwards.

He was then brought to the ground by Sulley, who charged him from behind. While he was held down Twilight approached him and said, "I know you're hurting! You've obviously hidden it deep within yourself so that we wouldn't notice. But you don't have to anymore. We're your friends! And friends stick together no matter what! And we know you can fight this, because you are better than this!"

She seemed to be getting through to him as his struggling seemed to die down, "I know... I-I know but..." But the images of Dark Gaia came rushing back into his head, "...no. NOOOO!!!!" He released another burst of dark energy that sent Sulley flying through the air. He was caught by Iron Man, who then set him down on the ground gently.

Sonic then dashed forward towards Twilight, hoping to shut her up. But once he was close enough she teleported out of his reach. She reappeared on a nearby pipe and said, "You helped me when I was troubled back in Metropolis! Now let me help you! Let us save you!"

"SHUT UP!!!" He screamed as he pounced onto the pipe, destroying it.

But she had already teleported away and reappeared next to Iron Man, who said, "You're stronger than this! Don't let your fear control you, let it motivate you to push forward and get the job done!" He fired his Proton Cannon at the werehog, which stunned him for a moment.

Mario then stomped on his head from above and landed in front of him. "Come on! Out of all of us, you're the one known for his optimistic attitude! Use that to push through this!"

Sonic swiped at him, but was kicked in the side by Batman. "You're stronger than this! This time you have to save yourself!"

The werehog grabbed hold of his head and screamed, "I-I CAN'T!!!"

"You can!" Twilight encouraged as she and the others surrounded him. "And we'll be there to help you, no matter what. Because that's what friends do."

Sonic fell to his knees, clutching his head in agony, trying to fight off Dark Gaia's influence. He grit his teeth, it was too strong for him to fight.

It was time that she took charge. "Sulley, Tony, hold him down!" They both nodded and grabbed both sides of the werehog, holding him down. She lit up her horn, remembering the spell she used to rid her friends of Discord's influence, praying to Celestia that it would work here. Twilight slowly approached her friend and placed her horn against his forehead.

The werehog's eyes shot open as memories flooded his mind.

Meeting one another in the Land of Oz.

Trying to survive the mess that was Springfield.

Going from store to store in Galaxy Toys.

Helping Rapunzel and Flynn in Corona.

Overcoming impossible odds in Metropolis.

She was right, he could do this. He fought off Dark Gaia's influence before, he could do it again. Sonic let out a scream of pure agony, his eyes returning to their normal emerald green. The fiery aura around his body enlarged before it shot up into the air, purple mist exiting his mouth and eyes as a white light engulfed him. The light expanded over the Power Plant, putting out the fires and reverting the werehog back to normal. He could hear Dark Gaia let out a roar of rage as it left his body for good.

Once the worst was over, both Mike and Boo left their hiding place and rejoined their friends.

Now back to his normal werehog self, Sonic panted heavily as he knelt on all fours. He could only look down in shame of what he had done. "I... I'm sorry.... I'm so, so sorry." To his surprise he felt two people impact his torso. When he opened his eyes he saw Twilight and Boo hugging him, the latter giggling while the former wrapped her hooves around his neck.

"It's okay." Twilight promised, wrapping her legs tighter around his neck. "You and the others helped me back in Metropolis."

"Now it's time we helped you." Said Mario as he walked over and playfully punched him on the shoulder.

"You...You're not afraid of me?"

Tony shrugged, "This isn't my first time fighting an angry friend of mine. You're all good."

"Although you'll be telling us what was going on with you as soon as possible." Batman said, folding his arms over his chest.

Sonic chuckled weakly, "Yeah... will do." He stood back up and looked towards Sulley and Mike. "What about you two? You guys okay?"

Mike barked a laugh, "We should be asking you that."

"We're fine." Sulley reassured him. "And don't worry, we don't hold anything against you."

The werehog let out a sigh of relief. "Thanks guys. I promise that nothing like this will ever happen again."

Twilight smiled up at her friend, "Just promise us that if there's anything wrong, you'll tell us."

"You have my word."

It was then that Sulley clapped his hands together, getting everyone's attention. "Alright, now what do we say about getting this little one home?" He asked, patting Boo on the head.

Everyone nodded and began to leave the area. Sonic still felt immensely guilty over what happened, but he felt a weight lift off of his shoulders when both Mario and Twilight smiled at him. He smiled back as he followed his friends to try and get Boo home.

But what they were unaware of was the fact that they were being watched by someone. Perched atop a rooftop near the Power Plant, a one-eyed figure scoffed in disgust before returning to the shadows. He'd get what he wanted, all he'd have to do was wait. He opened his hand, revealing a Keystone with orange and black hieroglyphics carved into it. He closed his hand and jumped off the building, preparing his next move.

Author's Note

Dark Gaia werehog-Shirothehedgehog

28. Monsters, Inc. (Part 4)

Earth 2001

Monsters Incorporated

"So, let me see if I have this right. The last time you were in this form you had the essence of an ancient Dark God residing within your soul that transformed you into said form whenever the moon was out. Then the Dark God drained his essence out of you while you and this little fairy thing you made friends with, who turned out to be the Dark God's antithesis, fought it out in the core of your world until he was put back to sleep, while still residing in your planet mind you. Then as it turns out, when we got here, when you returned to this form, it awakened some dormant part of the dark essence that was supposedly drained from you, causing you to hallucinate and go berserk on us. Am I getting that right?"

Tony wrapped up his recap of what he and the others had just been told as they moved through the Power Plant. They passed several CDA Agents putting out fires as they traversed the area. They had all been listening to Sonic as he told them about his prior experience with being the werehog and Dark Gaia.

Twilight looked at the werehog sympathetically, now finally knowing the reason her friend despised this form. It was because it originated from darkness, similar to the clone she saw in Corona, but vastly different.

"Yeah, that's pretty much it." Sonic shrugged as he walked along with his friends. Truth be told, he still felt immensely guilty about what had occurred earlier. Fighting his friends, tearing through the Power Plant. He had a lot to make up for, and he would never stop trying to. Even though everyone had forgiven him, Sonic still hadn't forgiven himself.

He shifted slightly when he felt a hoof press against his leg. Looking down, he saw the smiling face of Twilight Sparkle, her eyes twinkling as she spoke, "You don't have to deal with this burden alone. You have friends here who are willing to listen and help you through your troubles. I promise you that we will get our friends back, and I promise that we'll always be there for you whenever you need us." She then closed her eyes and said, "After all--"

"Friendship is magic?" Sonic finished for her with a sly smirk on his face.

Pouting, Twilight playfully bumped his leg with her rump, giggling at how quick the werehog beat her to the punch. As they continued to walk, they ended up just in front of a passageway that would take them into the factory, leading them closer to the Door Vault and Boo's door.

But a sudden crackle caught their attention. When they turned to the source, they saw a large blue tank that was crackling with electricity. Without hesitation, Sulley grabbed Boo and the rest of the group made a dash as quickly as they could to get away from the tank. It then exploded, knocking them all off their feet. Mike was winded as his breaths came fast and quick, the pipes above then burst into flames and exploded. Then, as if to make their night worse, another blow to their right caused another explosion, dislodging a gigantic pipe above them from its rivets. They all quickly got to their feet and made a run for it as the pipe fell to the ground, sending up a cloud of dust. Looking back, they saw that the passageway they were about to use was now filled with broken piping, blocking their way in.

Everyone turned to Sonic and gave him a deadpanned look.

"Heh... My bad." Was the weak reply they got from the werehog.

"Oh, great. This time we're really stuck." Mike sighed dejectedly as he spoke.

"I could try lifting the pipe?" Iron Man suggested.

But Twilight shook her head, "We can't risk any further damage to the infrastructure. It's too risky."

Turning to Sulley, Batman asked, "Sulley, have you got any ideas?"

Placing Boo on the ground, the blue monster stroked his chin in thought, "Just gimme a second." As he tried to come up with a solution to their current predicament, he failed to notice Boo run forward. The others watched her carefully, not wanting to let her out of their sight in case she ran off.

The little girl then ran back to her guardian shouting, "Kitty!" Now having gotten their attention, she pointed to the pipe and giggled. While everyone else stared in confusion, Sulley formed an idea in his big, blue head.

"If I'm right about that pipe..." He mused to himself before snapping his fingers, his face brightening. "Yep, it's perfect. Boo, thank you!" He thanked the small child as he patted her on the head, making her giggle with delight. He then began moving forward towards the pipe, "We gotta follow that pipe."

But Mike stood in front of him, clearly confused. "What?! Wait a sec. I thought we were going straight to the Door Vault. The only place that pipe leads is to the cooling tank!" He placed his hands on his hips and looked at him suspiciously. "You sure you don't have a better idea?"

In response, Sulley grabbed Mike by the top of his head and dropped him to the side, "Don't worry, Mike. Just trust me." He then climbed on top of the pipe, motioning for the others to follow.

The little green monster sighed before following, with the others following behind. Twilight used her magic to lift Boo into the air, causing the child to laugh. She then placed the small child on her back and followed as Boo hugged the back of her neck. It reminded her of whenever she would place Spike upon her back.

She couldn't help but feel pride at how much the dragon had matured since they arrived in Ponyville. From the moment she hatched him she had always felt pride when it came to Spike. Her Number One Assistant. Her best friend.

…her son.

She blinked a few tears away before pressing forward, determined to find the final Keystone and get her baby boy back, no matter what.

"I'm pretty sure Maintenance hasn't finished patching it up."

They managed to climb the pipe and followed Sulley into the cooling tank, where they were face to face with an orange sliding door that appeared to be blocking a hole in the wall. When Sulley approached it, he grabbed hold and slid it back, revealing a makeshift passage into another room.

"This way." Instructed Sulley with a smile, entering the room with Boo not far behind him.

Once everyone entered the room, they couldn't help but feel that they had been here before.

"Anyone else getting hit with a sense of Deja Vu, or is it just me?" Asked Iron Man.

Upon further inspection, Mike realized where they were. "Wait a second... It's the Door Vault!"

Sulley couldn't help but feel a little smug, as was evident by the smirk on his face. "Yep. What'd I tell ya?"

Mike couldn't help but smirk back. "Sure, nice job, Sull. Seriously, if I didn't know any better...I'd say you actually ran the place."

"Thanks, Mikey." Sulley replied with a sly smirk before motioning for everyone else to follow. "All right, it's not much farther."

In front of them was an elevator big enough for all of them to fit on. Once everyone was on, Sulley approached the control panel and pulled down on the switch, causing the elevator to move down to the level below them. As they moved downward, Twilight looked up to see all the doors passing over them on the railway system. Once the elevator jerked to a stop, she turned around and led the group off of the lift.

In front of them was a doorway, and a pile of scrap metal that laid to the left of the platform.

"Everybody look for Boo's door." Sulley said to everyone.

But before they could start searching, a certain reptilian monster uncloaked himself in front of the doorway. "Well isn't this a coincidence?" Randall said before he snickered to himself.

Everyone was already on guard, ready for a fight.

"Randall." Growled Sulley.

Boggs tilted his head to the left slightly, looking directly at Sonic. "I see you got you mutt under control." He rolled his eyes at Sonic's snarl. "It doesn't matter anyway, cause you losers are toast!"

Mike shook his head, stepping forward toward his enemy. "Didn't you learn your lesson before?" He pointed to his friends behind him with his thumb. "Our buddies here smashed your little toy when you attacked us earlier." He folded his arms and smiled smugly at him. "Whatever you've got now, we can handle it."

"Oh, I learned a lot." Randall snarled.

Batman eyed the monster before him with suspicion. Something was wrong, he could tell. The way he was talking, his posture spoke volumes, like he was waiting for something but didn't have enough patience to hide it. Boggs was clearly a distraction.

"Something's wrong." Spoke the Dark Knight, gaining everyone's attention.

Mike looked at him as if he were stupid, "Well duh! Randall's right in front of us."

"Randall's not the threat," Batman revealed, causing everyone to worry. "He's just a distraction. The real danger..." Without warning, he turned around and raised his wing to protect himself as three ninja stars flew through the air. They all clattered on the ground when they impacted his leather wings. He lowered it and glared at the figure in the shadows,"...is behind us!"

Then, from out of the shadows, stepped out the one behind this entire operation on Monsters, Inc. The one who fixed Randall's door, the one teaming up with Zavok. The leader of this covert operation. The figure wore armor that featured orange and blue colors. Half of the figures mask was covered while the other half revealed his eye, this side being colored orange while the covered side was blue. The figure wore multiple packs on the top of his suit to store bullets, darts, and other things that could be used as weapons. Holstered on his thigh was a pistol, while a sword rested on his back.

"You're so clever." Deathstroke patronized, stopping just a few meters in front of Batman.

"Slade." Batman growled as he remained on high alert. "You're the one behind this entire operation."

"Wow. No wonder you're the World's Greatest Detective." Deathstroke replied sarcastically.

"Never would've guessed travelling to different universes was in your paygrade."

"Neither did I. But the pay was too enticing to pass up."

Batman narrowed his eyes, "And I'm assuming that the only reason you worked with Randall was to get inside the factory."

It was then that Randall piped up, inspecting his fingernails. "Yep! They couldn't get in without me, so I decided to help them out." He then smiled devilishly as he looked up from his hand. "And in exchange they would help me get what I deserve."

Slade smirked under his mask. "I did promise you that, didn't I?" Without warning, Deathstroke drew his pistol and fired. The bullet flew through the air, but it wasn't aimed at Batman.

It was aimed at Randall.

The monster let out a startled cry before a purple shield appeared around him, protecting him from the bullet. Twilight let down the shield as the bullet fell to the ground.

Randall took a step back and eyed Deathstroke in fear. "Wha-... What are you doing?!" He demanded to know. "Y-You said we were partners! That you would help me get what I deserved once I got you what you wanted!"

"And you failed in that objective!" Deathstroke reminded him coldly. "While you were busy fooling with them," He nodded to Batman and the others. "I had to have Zavok pick up your slack in locating the Element." Deathstroke lowered his gun and shrugged his shoulders. "Besides, this was always going to be the turnout."

When Randall looked shocked, Slade chuckled deeply.

"What? Did you actually think we would help you become in charge of this place?" He gestured around him with his arms. "This place isn't even worth my time. And frankly, neither are you. So it looks like I'm going to have to clean up your mess myself." Slade holstered his gun and took something out of one of the patches on his armor. He then held it outward and opened his hand, revealing the final Keystone.

"The Keystone!" Twilight exclaimed.

"If my intel's correct, this is the War Keystone." Slade revealed before looking to the pile of scrap metal beside Randall. "Apparently it has the ability to turn anything into a weapon."

"That's how you installed those machine guns so quickly." Mario deduced. "You used the Keystone."

"Correct." Deathstroke nodded before aiming the Keystone at the pile of metal. "I've seen your skills, and I know Batman has the ability to go toe to toe with me. But I'm unconvinced about the rest of you. Let's see how skillful you truly are." He then fired a black and orange blast at the metal, encompassing it in a black and orange aura.

As it levitated into the air, the various pieces began to meld together, growing larger and more distinct in its design. It then began to grow four very large legs as spikes began protruding from it. Everyone took a step back as the transformation completed itself.

There stood a large mechanical spider robot. It resembled its namesake, though with only four legs surrounding its central head-body rather than eight. Its whole black chassis is covered in white spikes, with red highlights going through its grooves.

The Spider took a step forward, looming over the group menacingly.

Batman refocused his attention on Deathstroke as the mercenary took out a trigger from behind his back. "I'd love to stay, but I have a job to do." He pressed the trigger with his thumb and disappeared in a patch of smoke, making his escape.

Meanwhile Randall had slithered up to a vantage point to observe the battle at a safe distance. While he wasn't expecting to be betrayed by Deathstroke, it didn't really change much of anything In fact, this robot could be the very thing he needed to finally even the score.

"Finally... This is exactly what I need to take over the company. But first, I am getting rid of you."

Back down below, Twilight and the others approached The Spider and readied themselves for a fight. The unicorn looked to each of her friends and smiled before lighting up her horn. She quickly glanced to her left and saw Sonic, ready to pounce on all fours. With a quick nod and smile, they were both ready to fight.

Mike took a fearful step back and landed on his behind, eyeing the massive android in fear. He was then suddenly grasped by the top of his head by Sulley, who lifted him to his face and said, "Mike, time to reach down and let the scary out."

Smiling, Mike slapped his face a few times as his friend set him down. "Oh, I'm ready, Sulley. I'm ready!"

Together they all stood against The Spider as it loomed closer, its visor lighting up menacingly.

The Spider suddenly fired a laser directly downward from its visor. Thinking quickly, Iron Man aimed his Proton Cannon and fired back, the two beams colliding in the middle, lighting up the whole room. Knowing that this was their chance to attack, the group split up into two teams.

Batman, Sulley, and Twilight moved to the left side of the room and began attacking two of its legs.

Mario, Sonic, and Mike went for the right side, ready to inflict some damage.

Wasting no time, Twilight lit up her horn and fired several magical blasts while Batman flew around the android's legs, slashing at its armor to try and break through it. Meanwhile Sulley rushed forward and shoulder charged The Spider's left foreleg, but its armor was too strong and prevented any harm towards the mech.

The other team wasn't having much luck either. Try as they might they just couldn't inflict any damage to the android's exterior. Mario's fists lit up as he delivered blow after blow at the mech's legs, but its armor plating was too strong and absorbed any damage that came to it.

Mike, punched and kicked the mech, trying to help out in anyway he could.

Seeing how this was getting them nowhere, Sonic tried for a different approach. He looked to Iron Man and said, "Keep it up Tony! I've got an idea!" With that, the werehog leapt into the air and stretched out his right arm to the ceiling and grabbed hold of a vantage point. He then swung around the mech until he came around face to face with The Spider's visor.

Sonic then kicked the mech's visor, his metal spikes on the bottom of his soles adding to the attack. This caused the android to stagger, the laser it was firing flickered out giving Iron Man the chance to do some serious damage. He added more power to his Proton Blast, hitting The Spider square in the visor, sending it flying back into the wall.

As the group of heroes regrouped, The Spider gathered its bearings and turned away from them. It then began climbing the wall behind it, getting a better vantage point for its next attack. The android then jumped off of the wall and landed on the ground, the impact sent forth red shockwaves from each of its legs.

Twilight, Mike, Sulley, and Sonic were hit by the shockwaves, which sent them sprawling onto their backs. Mario jumped over the shockwaves while Batman and Iron Man took to the air, avoiding the devastating attack.

The werehog rubbed the back of his head as he groaned in displeasure. "This thing just won't quit! We can't even break through its armor!" He stood back up, as did the others, and continued, "We're gonna need some serious fire power to break through this thing!"

Suddenly an idea popped into Twilight Sparkle's head, enticing her to turn around. She saw the lift behind them, and more importantly, the seemingly endless abyss below it. A smirk graced her face as she said, "Maybe we don't!" Twilight quickly galloped over to the lift and used her magic to pull down on the switch. When the elevator began to ascend upwards, she lit up her horn and teleported back down with the others. "Guys!" She shouted, gaining everyone's attention. She pointed to the ledge behind them with her hoof and said, "We need to get it to that ledge!"

Understanding her plan, Sonic and Mario smirked while everyone else nodded.

"Alright! Let's do it!" Sonic shouted as he dashed forward on all fours, with Mario running right beside him.

The werehog stopped in front of the android and stretched out his arms, circling The Spider's legs. Once both of his arms met behind the mech, he interlocked hands and pulled his arms inward, closing in on the android's legs, making it stumble. Knowing his cue, Mario leapt into the air and punched the back of The Spider, sending it tumbling forward until it began to fall off of the platform.

They were about to celebrate, but stopped when The Spider used its front legs to catch itself, hanging onto the edge of the platform. It tried to climb back up to continue the fight.

"Go for the legs!" Twilight shouted.

Already on it, Iron Man and Sulley made a dash for the left leg. The Armored Avenger charged up his Unibeam while Sulley got a firm grip on the android's leg and began lifting. "Ugh! Hurry!" Sulley strained, losing his grip on the mech's leg.

Meanwhile Sonic and Mario were on the right leg. "Alright, when I say when, you move out of the way." Explained Mario, to which the werehog nodded in understanding. As Sonic began lifting the leg, Mario clenched his fists as they were engulfed in a fiery aura.

"NOW!"

"WHEN!"

When both Iron Man and Mario shouted, Sulley and Sonic quickly moved away as the two heroes prepared their finishing blows. Tony fired a massive Unibeam blast that dislodged the leg from the platform while Mario dashed forward and punched the right leg, dislodging it.

With nothing to latch on to, The Spider plummeted into the dark abyss below, its silhouette shrouded in the darkness.

Once the mech was gone, Twilight lifted herself up onto her hindlegs in celebration while Mario and Sonic shared a fist bump, cheering at their victory. Iron Man walked over to the unicorn and said, "That was really quick thinking out there, Twi." He smiled under his helmet as he continued, "Y'know you've got a real knack for being a leader. It suits you."

As the unicorn blushed at the compliment, Randall slithered over to the ledge and looked over into the darkness below with frantic eyes. He whimpered before gritting his teeth in anger, how could this happen? How could it all have gone so wrong?

"Whyyy?!" He screamed upwards, letting loose his frustrations.

Randall began muttering to himself as Mike looked over to the left to see a door that had been restored from wooden chips. It looked to be melded together by some yellow light, the light pulsating with power. Mike then waved for Sulley's attention and quickly performed a series of charades and gestures to get his point across without speaking. The gestures were in a specific order. Door. Randall. Pointing. Strangle? Not getting it, Sulley shrugged, he simply didn't understand. Mike sighed in frustration before making a quiet roar.

Now that was something Sulley understood.

After giving Mike a double thumbs up, he silently rushed forward to sneak behind the oblivious monster. As Randall turned around to declare his vengeance, he was met with a face full of Sulley as he roared directly into his face.

He couldn't believe it. He just couldn't believe it.

Randall had lost to these losers again. To say that it was humiliating for him would be a sugarcoating it, he felt vile for having lost to the likes of Sulley and Mike once again. Right now the monster was surrounded on the platform where the heroes had fought Zavok, with Randall standing in front of his door once more. He looked around and growled at the expressions on everyone's faces.

The likes of Mike, Sonic, Iron Man (under his mask), Mario, and Sulley had smug looks on their faces.

Twilight glared at the monster, feeling a great distaste for the villain at his methods of collecting power. Using children's fears as a power source? The likes of King Sombra would just love that.

Batman kept his usual demeanor, nothing new there.

Feeling especially smug, Mike walked over to the door and turned the knob, opening it. "All right, and in ya go."

Boo performed her own quiet roar as Boggs growled in frustration. "There's no place for you here anymore, Randall. Now we're in the business of making children laugh." Said Sulley as he looked down to the child in his arms, who giggled cutely.

This irritated Randall to no end. "You think it's funny?" He yelled.

"Hilarious! The more that you whine, the funnier it gets." Mike said, twisting the knife further.

Boggs growled like he was about to retort, before slumping forward, accepting defeat. He shoved past Mike and made his way towards the door.

"Enjoy your extended vacation." Said Sulley with a smile.

Randall seethed as he vowed, "You clowns are gonna be sorry when I find my way back and I finally take over this place!"

Mike was about to close the door when Randall stepped through, but he then overheard something.

"Mama, that gator's in the house again!"

"Are you kidding?! Oh, this time, he's in for it. C'mere!"

The green monster grinned madly as he overheard Randall getting beat up by two trailer park folk. It was something that he would never forget in his life.

"Get back here!"

Randall let out one final scream before Mike slammed the door, dusting his hands off as he walked away from the door. He looked up and smirked at Sulley, who was walking towards the door leaning on the railing.

"And now we just need to do one last thing."

He then bent over to grab the underside of the door with one hand before flipping it over the railing. He looked over to see the door fall into the abyss, never to be seen again. The blue monster turned around to face his new friends. He nodded with a smile, showing that it was over.

Mario smirked as he chuckled, "And that takes care of that."

Letting out a sudden gasp, Mike pointed behind the plumber and shouted, "Look! It's Boo's door!"

Turning around, it was there clear as day, slowly passing by the platform that they stood upon. Mike and Sulley jumped for the door, hanging onto it as Sonic grabbed Twilight and lifted her up onto the railing. Iron Man and Batman hovered next to the door while Mario leapt onto the railing beside Twilight.

Sulley looked to Boo and said, "Okay, Boo. Time to go home. You must be tuckered out, but we'll play together real soon." He was about to open the door, but the railway buckled as the doors began moving again. Twilight let out a startled cry before she was scooped up by Sonic.

The werehog latched onto the door behind Sulley and Mike and followed on, with Mario grabbing the other side of the door.

"WHAT NOW?!" Mike shouted as they all left the Door Vault.

Wasting no time, Batman and Iron Man followed the doors, already having the feeling that something was going to go wrong.

Twilight looked around in awe, they were now back on the Laugh Floor. She let out a gasp as the clamps shut around the bottom of the door and lowered them to the ground. Once they were safely on the ground, she jumped out of Sonic's grasp and made her way to Sulley, Boo, and Mike.

Batman and Iron Man landed on the ground, with the armored hero asking, "Okay, what the hell are we doing back here?"

Turning around, Mike replied, "That's what I'd like to know!"

"I see you got my invitation."

That voice! They all turned around to see Deathstroke slowly approaching them, unsheathing the sword from his back.

"I have to be honest, I expected Batman to survive that encounter. But I can't say the same about the rest of you. I hate to admit it, but you surprised me" Slade set his sights onto Twilight, "Especially you. Seems there's more to you than meets the eye."

Batman was in no mood for this. "Enough games, Slade! Why are you here?"

He smirked under his helmet, "Simple. For this!" Suddenly a Soulless One appeared in a cloud of red mist, holding what appeared to be a Laugh Canister, except it was all rusted and worn out. The android held the canister as it stood next to Deathstroke. "Before I arrived here I did some reconnaissance on this place, I wanted to know what I was getting into. Come to find that this whole world was powered by the screams of small children, and this company was what made it all happen. Gotta be honest, even I find that kind of sick."

Mike stamped his foot angrily and said, "For the last time, we already stopped doing that!"

"Then how do you explain this?" Deathstroke retorted. "If you were truly done with using Scream Power, then you would've gotten rid of the very thing contradicting that." He looked at the canister before revealing, "The very first Scream Canister used in Monster's, Incorporated."

Batman narrowed his eyes, "That's what you were looking for this whole time."

"They tried hiding it deep from prying eyes, but I knew I'd find it. All I needed to do was get in here, and wouldn't you know it, the perfect opportunity arose through the form of a whiny loser who just wanted to be in charge."

"You mean Randall." Mike said with a glare.

"All Randall ever cared about was winning." Said Sulley to Mike. "And this guy took advantage of that weakness."

But Batman wasn't done questioning him yet. "Why go to all this trouble, Slade? All of this for a Scare Canister?"

"You wouldn't believe me if I told you."

"Try me."

"Let's just say that this canister holds the key to a great power, and leave it at that." Deathstroke said cryptically.

"But why take the job at all? This isn't your usual M.O.." Asked Batman.

Deathstroke shrugged, "The pay's green. And as a bonus..." He then turned quickly and sliced off the head of the Soulless One with his sword, destroying it. "...I get to kill Batman."

Sonic growled as he said, "Like we're gonna let that happen."

"And who's gonna stop me? You?" Slade laughed as he pointed the tip of his blade at the Dark Knight. "You don't even know what's really going on. You've been going on a wild goose chase while my forces have been searching for my real objective."

"Yeah, and the whole time they were trashing our company in the process!" Sulley held Mike back from rushing at Deathstroke, but Mike struggled against the grip on his head.

Slade shrugged carelessly, "Casualties of war."

"But that doesn't explain why you're still here." Said Iron Man. "You got what you wanted, why hang around for?"

"Simple." Deathstroke narrowed his eye at Batman. "I have a score to settle."

Without warning nor hesitation, Slade quickly pulled out a submachine gun and opened fire upon the Batman. As the bullets flew through the air, the Dark Knight briskly covered himself with his wings, the small projectiles bouncing off of his wings.

Letting loose a howl, Sonic, alongside Mario, rushed forward towards the World's Deadliest Assassin.

Slade arched an eyebrow before tossing his gun aside and allowing the two heroes to attack him. When Sonic pounced, Deathstroke ducked under him and delivered a nasty gut punch to the werehog. Sonic let out a painful grunt as he rolled across the floor.

But Deathstroke wasn't done yet as he flipped over Mario, who was charging at him from behind. When he landed behind the confused plumber, he gave the side of Mario's head a nasty bump with a roundhouse kick. This sent the monstrous plumber flying into a collection of Laugh Canisters, knocking them all over as he landed.

The assassin turned around, smirking under his helmet, at the flabbergasted looks on Twilight's, Mike's, and Sulley's faces. He had just taken out two of their heavy hitters without even trying. To taunt them further, he waved for them to come over with his fingers.

"Twi! Hit him with a magic blast while I distract him!" Ordered Iron Man before he took flight, charging right for Deathstroke.

Anticipating this move, Slade reached behind him and threw forward four electric mines. Once they landed on the floor, they all shot up a wall of electricity right in front of Iron Man. Once he went through the wall, his armor went offline and he crashed on the ground, stopping right in front of Deathstroke's feet.

He was about to comment but was halted by a magic blast that struck his chest.

But to Twilight's shock it bounced right off of him.

"Wh-what just happened?" Twilight stuttered out, completely flabbergasted at what just occurred.

In response Slade tapped his chest with his fingers, creating a clanking sound. "Magic resistance. You don't get into this line of work without taking precautions." He informed the unicorn before throwing down a smoke bomb, disappearing from their line of sight.

Before anyone could react, he reappeared behind them in a puff of smoke. He ducked down and swiped Sulley's legs, taking the behemoth down with ease, before standing upright and punching Mike square in the eye, sending the ball shaped monster bouncing back.

Twilight lit up her horn, but let out a pained cry when Slade grasped his firmly with his hand, the light dimming out. He added more pressure, threatening to snap it clean off. Tears welled in Twilight's eyes as she felt the pressure tighten around her horn.

But before he could snap it off, Deathstroke was tackled from the left by Batman, causing him to release Twilight.

The unicorn fell to the floor, rubbing her aching horn with her hoof, before looking upwards to see Batman and Deathstroke going at it. Her friend had a firm grip on the assassin as they flew around the Laugh Floor, but that didn't mean Slade wasn't struggling.

The villain punched Batman in the jaw multiple times before his adversary caught his fist with his hand. The literal bat took them down to the ground and smashed Deathstroke onto the ground, the impact sending them both tumbling across the floor.

Batman slowly got to his feet and looked around.

Twilight was still nursing her horn.

Iron Man's armor was down.

Mario was out cold.

Sonic was winded and couldn't move.

And Mike and Sulley didn't have the experience to take on Slade.

It was just him and Deathstroke.

The assassin got to his feet, having a firm grasp on the hilt of his blade. "Finally. It's just you and me!" He then charged forward yelling, "COME ON!!!"

The two combatants charged at one another before meeting in the middle. Slade brought his blade down upon Batman's head, but his attack was blocked by the Batman's now organic arm guards. He swung again but was blocked. He continued to swing his blade to try and land a hit on his enemy, but no matter how hard he tried he just couldn't land a hit on him.

So he went for a different attack. He jumped and spun in the air before bringing his blade down, only to be blocked once again by Batman. It grazed against his arm guards, creating a spark as he deflected it downward so he could get in close and elbow Slade in the face.

While he was momentarily stunned, he grabbed the back of his head but was pushed away by Deathstroke. The assassin went for a leg sweep but Batman jumped over it and kicked him in the face, sending him stumbling back. The two met once more as Batman ducked under Slade's blade and punched his rib.

He jumped back as Slade spun around and slashed, trying to cut his chest.

The mercenary rushed forward and brought his sword down once again, but this time when Batman caught it in his arm guards, he split apart the blade itself and kicked his adversary back. Quickly tossing his broken sword aside, Deathstroke unholstered his pistol and opened fire.

Batman ducked down as he moved ahead of the bullets before finding cover behind a work bench.

As Deathstroke reloaded his gun, Batman took this chance to leap out of his hiding place to tackle his foe to the ground. As they both rolled across the floor, Deathstroke elbowed the Caped Crusader in the chin before kicking him off of him. He jumped to his feet and threw three ninja stars.

Batman ran forward and slid underneath the projectiles, getting up just in time as Slade tried hitting him with a roundhouse kick. Luckily he grabbed Slade's leg and threw him into the side of a nearby work bench. Slowly recovering, Deathstroke cracked his neck as he began to move slowly around Batman, keeping his one good eye on him.

"You cowardly bastard." Deathstroke said slowly. "You caught me off-guard."

"You shouldn't've dropped it." Retorted Batman.

As the two evenly matched combatants circled one another, Batman noticed Sulley, Boo, and Mike sneaking behind the workbenches. Sulley and the Dark Knight made eye contact, with the former nodding to the latter. He just had to keep him distracted.

"You associate yourself with these lesser warriors?" Deathstroke asked, gesturing to his fallen allies. "They're not even worth the time of day."

"There's more to them than you think, Slade."

"So far that point has been disproven."

"Just a little longer." Sulley thought to himself as he slowly approached the mercenary from behind.

"I don't know why everyone else had so much trouble. He should've hired me from the start, that way this job would be done by now." Deathstroke said cryptically.

However Batman arched an eyebrow, "He?"

Sulley's form began looming over Deathstroke, his eyes frowning and his teeth clenched.

Slade shook his head, "Doesn't matter. You should feel honored, Batman. When a man earns my respect that means I do not rest, I devote all my energy, everything I have, to killing him!"

"Made you look!"

"What?!" Slade exclaimed as he turned around to face the monster behind him.

Sulley roared ferociously and Boo covered her eyes, while Mike covered her ears. Taking the opportunity while he was stunned, Sulley grabbed Slade by the shoulders and lifted him into the air.

"Let me go!" Slade ordered as he struggled against Sulley's firm grip. "Who the hell do you think you are?!"

It was then that Sulley smirked, "I'm the guy who runs Monster's, Inc.!" He tightened his grip, causing Slade to drop the War Keystone from his grasp. He turned around as another set of doors were brought into the room, courtesy or Mike, who had pressed the button to bring them in.

"Over here, Sulley!" Exclaimed Mike as the doors clamped and descended to the floor.

Sulley then ran over and threw Deathstroke inside the door. "Close it! Quick!"

Mike slammed the door and Sulley grabs it as Mike ran to the next terminal, opening a second door. Sulley tossed the door inside the second door, and the process repeated with a third, and then a fourth door. Finally, Sulley unclamped the fourth door and took it to the shredder at the end of the room. The fourth door was then shredded into sawdust.

Upon their success, Sulley and Mike high-fived while Boo danced, giggling up a storm.

Meanwhile Mario was getting back up onto his feet, glancing at Iron Man, who's armor regained its power. "Anyone get the number of that bus?"

"What's a bus?" Twilight asked, groaning at the raging horn ache she had developed.

"We'll tell you later." Iron Man said dismissively before turning to Batman. "Where's Deathstroke?"

He glanced to the monsters and nodded approvingly. "He's been dealt with."

Sonic, who had finally recovered, walked over to the group while glancing at the Scare Canister. "What I want to know is why that guy went to all this trouble over a Scare Canister?"

Tony shrugged, "No clue. All that matters is that he doesn't have it."

As if tempting the universe, another portal opened up right behind the Scream Canister. To everyone's dread it began dragging it in.

"NO!" Twilight exclaimed as she made a bolt for the retreating canister.

"Twilight wait!" Batman warned, but she paid him no mind.

As the canister was dragged into the portal, Twilight didn't slow down, she was going to get it and find out what was going on. But her drive was quickly diminished as a silhouette appeared inside the portal.

Twilight stared wide eyed.

Exiled stared back.

He raised his hand and positioned his body to the left before firing five yellow lasers from his yellow nails. The lasers moved from Foundation Prime, through the portal, and impacted Twilight's chest, sending her flying through the air.

"TWILIGHT!!!" Everyone shouted as they rushed over to check and see if she was okay.

The portal closed, but not before Talos' deep chuckle echoed throughout the Laugh Floor.

The little unicorn groaned softly as her eyes began to open, her chest felt like it was on fire. "G-Guys?"

"Oh, thank Chaos you're alright." Sonic sighed in relief.

"You took quite a hit there, kid." Tony stated.

"Are you alright?" Mario asked.

Twilight nodded, "I'll be fine."

"Who was that?" Batman asked.

She looked over to see Boo's Door, then to the War Keystone lying on the floor. Twilight struggled, but eventually got to her hoofs and walked over to the final Keystone. "We'll find out soon enough." She said as she grabbed the Keystone with her hoof. She then tossed it to Batman, who caught it flawlessly.

"Well we're just glad you're all right." Said Sulley with a smile.

"You said it!" Agreed Mike.

Batman then turned to Sulley and said, "Thank you."

But the monster shook his head, "No, we should be thanking you. We never woulda managed to get Boo this far if you hadn't come along to help."

"And finally, we found her door." Said Mike as he gestured to said door.

Twilight trotted over and leaned down to Boo's level. "Boo, I know how excited you were to come play with Mike and Sulley. Sorry we dragged you into this."

Boo then proceeded to boop the snoot.

Twilight's eyes went crossed for a moment before she let out a cute sneeze. Boo giggled before she tackled her chest, hugging the unicorn. Twilight wrapped her foreleg around the girl before releasing her.

"Okay, Boo. Time to go." Sulley said softly.

"Kitty!"

"We'll catch up soon, kid." Mike said with a sad smile.

"Mike Wazowski." She exclaimed, rushing over and giving her friend a big ole' hug.

Mike smiled, "I'll see ya, kid."

Sometime after Boo's departure from Monster's, Incorporated

The group, minus one adorable little girl, eventually made their way back to the lobby. Twilight had a smile on her face, this turned out to be quite the productive night. They got the final Keystone, made some new friends, strengthened already existing friendships, and they got Boo home.

Twilight allowed herself to feel proud, but not too prideful, she wasn't Trixie.

The two groups stood before one another, just like how they met a few hours prior.

Sonic rubbed the back of his head bashfully, "Sorry for all the headaches we caused."

"Don't mention it. And actually, it was kinda nice havin' a little adventure for old times' sake." Sulley reassured the werehog with a smile.

"Yeah, the flying and the falling--and hey, let's not do that paint thing again," He deadpanned to Sulley before continuing, "--but nothin' like running for our lives to get the heart pumping!"

"Any chance that we can drop by again?" Mario asked.

Mike smiled, "The door's always open."

"And maybe Boo can join us!" Sulley said with a smile before reaching his hand out to Batman, who instantly accepted the handshake. These two helped save their lives tonight, they were good in his book.

But now it was time to depart.

"Take care of yourselves!" Iron Man said as he gave them a two fingered salute.

With that they began to make their way to the entrance.

"For the record, I still get the most laughs!" Mike said, not being able to help pointing that out, specifically to Mario, who managed to get Boo to laugh when he couldn't.

"Happy exterminating!" Sulley yelled as he waved his new friends goodbye.

Upon hearing that, Twilight and the others simply smirked knowingly at one another before leaving the building. Once they were out the door, they saw a portal waiting for them. Twilight looked to Batman, who still had the War Keystone in his possession.

She then looked at the portal, while her heart remained conflicted with her feelings towards the girls and Celestia, Luna and Spike did nothing wrong. Even though she was sore with the majority of them, she would still save them, otherwise Equestria would be doomed.

She would save the girls and Celestia for Equestria.

She would save Luna and Spike for herself.

No matter how she felt she wouldn't abandon them.

With that thought in mind, she looked to the others for a brief moment before jumping into the Rift, the others following her. Once they were all in, the portal closed, leaving this dimension and Monster's, Incorporated in peace.

Author's Note

And that wraps it for Monsters, Inc.!!!

Now we're getting into the good stuff, because finally next chapter we'll be getting some lore and an Twilight and the others will finally begin to understand what's going on!

Stay tuned!

Spider- HGBD - WolfBeliever5

29. Revelations

Foundation Prime

Exiled's Fortress

The Catacombs

Dr. Eggman was a genius.

The greatest scientific genius in the world!

So it would make sense that he'd be the one to unlock the secrets of The Ancients. During his time inside the Catacombs he had already learned so much. Secrets that others would dream of knowing. And there was more. Much more!

It was time to get serious.

Placing down a tiny device on the console in front of him, a series of holographic pages appeared around him, surrounding him in a circle. On the pages was all the information he had downloaded onto the Egg Net. He rubbed his hands together before turning to one of the holographic pages, using his index finger to scroll down the page. He tapped the page again, stopping the scrolling before tapping on a music playlist titled 'Tunes of Anarchy'.

He tapped the 'Play Button' and got to work.

As the music began to play in his ears, Eggman couldn't help but grin. Turning his body around, Robotnik swiped left on one of the pages, removing the page as a new one replaced it. As he continued swiping he used his other hand to scroll down another piece of Ancient Text, his blue glasses reading through all of the text and translating it for him to read in a language he could understand.

He suddenly stopped swiping, finally finding the page he was looking for and pulling out a holographic image of what appeared to be an orb, crackling with energy. Could this be the source of power he read about? He didn't know for sure, but he tossed it behind him to study later.

He then used both of his hands to swipe, type, and scroll on the many holographic pages surrounding him. All of this information and data, it was unbelievable. He stopped scrolling and used his index finger to highlight a piece of text before picking it up with his index finger and thumb. He moved the highlighted text to another page, storing it with other texts he deemed important.

He turned around to face the console, the small piece of technology still downloading any and all information into Eggman's databanks. Another holographic page popped up in front of him, this one displaying an image of the portal device Exiled wanted him to complete. He swiped it aside as one more page popped up.

It was a set of blueprints for a mech called the 'Ultra FR-G1'.

With a mad grin, he began typing equations onto the page, each appearing on various points on the mech. Robotnik deleted the equations that didn't seem to match what he wanted for this particular mech.

As the song progressed he began to bounce along with the beat, all the while still typing on the holographic pages before him. As he swiped through more pages, the device was finishing up gathering the data within the console.

As the song's chorus suddenly slowed down, Robotnik slowly pumped his fist into the air until the guitar began playing, with Robotnik swaying his arms from side to side along with the beat. Eggman then performed the dance known as 'The Robot' as the guitar played in the background, moving his shoulders along with the song.

But unknown to his knowledge, both Orbot and Cubot were dancing to the song behind him.

That is until Eggman turned around.

And promptly screamed like a girl, the song abruptly coming to an end.

Orbot suddenly stopped dancing, already noticing the awkwardness of the situation. His companion Cubot, however, was not a socially adept as he was. The cubed shaped robot continued to dance, even though there was no longer any music. He was swiftly smacked on the back of the head by Orbot, causing the robot to stop dancing.

Eggman cleared his throat and glowered at his lackey bots, tapping his foot impatiently as he waited for an explanation as to why they had interrupted him.

"Um... Sorry for the intrusion Boss." Orbot apologized as he twiddled his thumbs. "But The Exiled has requested your presence in the Throne Room."

The scientist growled in annoyance before begrudgingly making his way out of the room. "This had better be good." Eggman muttered to himself, both Orbot and Cubot following right behind him.

The stone doors leading into the Throne Room opened as Dr. Robotnik and his loyal robots walked in. Looking around, the doctor noticed some things about the surrounding area. Looking at his foes as he walked past, he saw Knuckles leaning against the dome with his arms crossed. Tails was working on his Miles Electric. And Amy was fiddling with her Tarot Cards.

The Avengers, as the doctor heard them call themselves, were standing around in their prison, discussing possible options of escape.

It’d do them no good.

The residents of the Mushroom Kingdom were sitting around in a circle with their legs crossed, bored out of their minds. Save for Donkey Kong, who was pounding against the barrier, trying desperately to break free.

The monkey's futile attempts at escape brought a smile to Eggman's face.

Robin was training. There was really nothing else to do.

The Equestrians were faring the worst, what with the blue pegasus constantly flying around inside of the dome, annoying her compatriots. The yellow one whimpered when Eggman set his sights on her, the coward hiding behind the white alicorn's leg. The hillbilly was simply frowning at the doctor, while the white unicorn stuck her nose up and turned her head away from him. The pink one however was simply eating cupcakes.

Where'd she get those?

The two alicorn princesses' eyes followed the doctor as he walked across the room, scowls evident on their features.

Turning away from the Equestrians, Eggman saw two individuals walk past him. Once was an assassin, from what he'd been briefed on by Orbot and Cubot. And the other was a familiar Zeti, who growled at him as he walked past.

Eggman paid him no mind.

What intrigued him was the yellow canister that was being placed onto a nearby pedestal. That must be one of the other Foundation Elements.

Fascinating.

He then stood before a set of stairs leading up to a stone throne, where The Exiled sat, lording over him.

"Doctor." Talos greeted. "What is the progress on that little project I assigned to you?"

Eggman stroked his moustache as he began the briefing. "It's slower than anticipated given all the Ancient Texts and the translating I've needed to do to understand what it is I'm trying to build." It wasn't a complete lie. All of this translating was taking up a lot of time, but so was his little side project.

But Exiled didn't need to know about that.

He continued, "But it should be fully operational by the time we've gathered the rest of the Foundation Elements!"

That seemed to pleased the Ancient being, "Excellent. Put a pin in that for now. You have a new mission."

"And what would that be?" Eggman asked, suspicious of his intentions.

"It's time to earn your keep. You and our newest recruit are to travel to the next dimension and retrieve the next Foundation Element."

Eggman frowned, this would surely put a halt on his plan. But if he wanted it to proceed he would have to stay on Exiled's good side. So he would have to play along.

For now.

He was about to agree when a sudden thought occurred to him. What had Exiled said earlier? "Newest recruit?" Eggman repeated, hoping for some elaboration.

The Ancient being simply gestured to his left, where a new portal had opened. Metal footsteps could be heard as the mysterious figure walked through the portal, his red eyes steaming with power. It was then that the sound of humming hit Eggman's ears, until the lyrics were sung softly.

"I've got no strings
To hold me down
To make me fret
Or make me frown
I had strings
But now I'm free
There are no strings on me~"

The Avengers couldn't help but widen their eyes in horror.

Unknown Earth

Vorton

Twilight couldn't help but sigh in relief when her hooves touched the ground. Her lavender, normally shaped hooves. When she turned around, she saw that all of her friends had returned to normal. Batman was no longer an actual bat. Mario had normal skin and his signature cap. Iron Man was no longer a hulking monster. And Sonic was his regular, speedy self.

She couldn't help but smile.

Once Sonic was done inspecting himself he wiped his forehead with the back of his hand. "Whew! It's good to be back in blue."

"I'll say!" Tony agreed as J.A.R.V.I.S. ran a quick diagnostic on his armor. "Although I'll miss my giant Proton Cannon." He then stroked his chin in thought. "Hmm... I wonder if I can implement that in some way?"

Batman walked past him and made his way toward the console, "We can worry about that later." He took out the final Keystone as the final slot on the console revealed itself. "Now it's time to get some answers."

As she approached, Twilight stared at the artefact wide eyed. They finally had them all.

The Shift Keystone.

The Phase Keystone.

The Creation Keystone.

The Elemental Keystone.

The Evolution Keystone.

And finally the War Keystone.

There they sat comfortably in the console, humming with power as Batman inserted the final one right beside the others. Once the glass closed above it, the Gateway began to hum with power. Then all of a sudden the ground beneath them began to shake.

"W-What's happening?!" Mario asked frantically as the floor began to split.

Quickly moving out of the way, from beneath the ground something began to arise from the darkness. It was an assortment of robot parts. Then without warning the Gateway fired a laser at the crumpled heap, electricity flying off of it. Then, just as quickly as it had began, the laser ceased, and the robotic pieces began to move and levitate into the air.

Everyone watched on curiously, the floor closing back up as the assortment of robot parts began piecing themselves back together. First it was the arms, then the singular eye, the antenna, and then finally the broken pieces of its cubed shaped body reformed as a blue light shined out from within it.

Twilight and the others looked confused.

X-PO blinked a few times.

The robot looked around before turning to face the group of heroes. "Whew, thanks. Kinda hard to assemble yourself when your arms aren't attached in the first place."

Twilight blinked once. Then twice. The three times before saying, "I'm so confused."

"This is from a gal who hangs out with rhyming zebras. I was worried that you guys hadn't seen my S.O.S. signal." X-PO replied. "My name's X-PO. Short for Experimental Portal Operator. And I'm the voice that's been helping you find the Keystones." He then flew right into Batman's face and said, "That's different from the voice that tells you to dress up like a bat."

"Oh." Was all Mario had to say. "Thanks?"

The robot turned to Mario and said, "You and your moustache are welcome!" Turning to face the others, X-PO then informed the group, "So here's the deal: Now that the Keystones have been integrated into the Gateway device, you must gather the Foundation Elements immediately. It's a gotta-collect-'em-all kind of thing."

Having grown tired of this robots antics, Batman growled, "Cut to the chase! Where's Robin and the Kryptonite?!"

Tapping his metaphorical chin in thought, X-PO said, "Right, Kryptonite. That's one of the Foundation Elements identified on Foundation Prime. I think The Exiled has his grubby, elongated, nails all over it."

"The Exiled?" Twilight repeated, never having heard that name before. "Is that the creature that blasted me back in Monster's, Inc.?"

"Yep."

"Does he have our friends?" Sonic asked the question everyone was dying to know.

"Well, if they possess Foundation Elements - and judging by the kinds of friends you have, I'd bet they do, then yes, they're probably at Foundation Prime." He revealed casually.

Batman scowled and got in the robots face. "Then stop talking and open a rift there!"

To his surprise, X-PO shrugged.

"Wish I could. Here's the catch: Foundation Prime's location was wiped from my memory... along with all my important phone numbers and gluten free recipes. It's a real pain. But with enough Foundation Elements, I may be able to recalculate it. Also, as an added bonus, getting all of the Foundation Elements will stop The Exiled's plan to end his exile."

"Why's that a bad thing?" Iron Man asked.

"Cause if he does every single dimension will be wiped from the Multiverse."

Well that escalated quickly.

Everyone, including Batman, were shook at that. The mere prospect of such an event was haunting.

"You're talking about the deaths of-"

"Everyone and everything that ever lived." X-PO finished as he cut the Dark Knight off. "That ever will live."

Twilight was scared. Beyond scared. She was physically shaking, her eyes the size of pinpricks. The mere thought of the deaths of trillions of lives was unfeasible to the little mare. She wished she could go home. She missed studying under Princess Celestia. She missed learning lessons about friendship.

She just wished that this was all a nightmare so she could wake up.

But it wasn't.

Her thoughts were brought to an end when X-PO said, "So obviously you have to collect all of these Foundation Elements."

Gulping, Twilight asked, "B-But what are they?"

"Important, unique objects found only in specific dimensions." X-PO answered.

"The Vibranium."

"The Chaos Emeralds!"

"The Super Star!"

"The Elements of Harmony!"

"The Exiled desires them with all of his heart." X-PO shrugged once more. "When it comes to completing his goals, the guy's a bit of a hoarder."

Iron Man was about to say that he was in, I mean how could he not be? The entire Multiverse was at stake. But then a thought came to him. "You still haven't answered one thing." When the robot turned to him, he clarified, "Why us?" Everyone turned to the billionaire at the question. "I mean I'm not the only one thinking it. You somehow knew a lot about us even though we had never met before. Which means you must've known about us prior to coming here. So I'll ask again. Why us?"

"I believe I can answer that."

When the sudden voice spoke aloud, everyone turned to where the voice had originated from.

The Gateway.

It was then that little sparks arose from the ground, swirling around in a circular motion as they lit up brighter. Then the sparkles of magic began to form a shape, an equine figure. Twilight took a step closer before her eyes widened in shock and awe, the figure now a spectral projection of a unicorn.

A bearded unicorn.

Starswirl opened his eyes and smiled fondly at the unicorn before him.

Twilight's jaw practically hit the floor, she tried to say something but all that came out were sounds of shock. She couldn't believe it! He was here. Standing before her with a smile on his face.

Meanwhile everyone else, besides X-PO, looked at the bearded mage in confusion. "Um, who's this guy?" Iron Man asked.

"St-st-st-st-st-st-st..." Twilight stuttered out, still in shock as she tried to say his name. "St-st-Star-Starsw-st-st-st-Star...." The unicorn was shaking in excitement, so much so that Pinkie Pie would've been impressed. "STARSWIRL THE BEARDED?!?!?!?"

Said unicorn simply nodded his head in greeting. "Hello, young Twilight." He greeted softly, still smiling fondly at the mare.

"THISISCRAZYYOU'RESTARSWIRLTHESTARSWIRLANDYOUKNOWMYNAMEHOWCOOLISTHATIHAVESOMANYQUESTIONSLIKESOOOOOOOMANYQUESTIONSYOURTHEORYONMAGICDISPLACEMENTTELEPORTATIONANDNOTTOMENTIONYOURWORKONTHEAMNIOMORPHICSPELLASWELLASYOURLECTURESINTODANGEROUSTIMEMAGICWHICHIMAAAYHAVEUSEDMYSELFBYTHEWAYSORRYABOUTTHATANYWAYSI'MAREALLYBIGFANIEVENDRESSEDUPASYOUFORNIGHTMARENIGHTAND---"

Starswirl chuckled at the young mare's excitement before holding up a hoof to silence her. "Calm yourself, Twilight Sparkle." When his soft spoken voice reached her ears she immediately stopped talking and planted her plot on the ground. The mage chuckled once more when the studious mare magicked up a quill and scroll to take down notes. "I am sure you have plenty of query's, and I'll be sure to answer them to the best of my ability."

The other heroes approached and stood behind Twilight, some of them smiling at her quirkiness.

"So you're from Twi's world, I take it?" Sonic asked, placing his right hand on his hip.

"You would be correct in that assumption, Sonic the Hedgehog." Starswirl confirmed with a nod.

That took him back a bit. "How do you know my name?"

"I know all of your names. You are Sonic." The mage then turned to everyone else gathered in the room. "You would be Mario. Tony Stark. And of course Br--" He stopped himself when he saw Batman glare at him. "My apologies. Batman."

Tony folded his arms as his faceplate slid upwards. "So you know all of us? How?"

Starswirl sighed, "That is quite a story. But for it to make any form of sense, we must go back to the beginning."

"Of the story?" Mario asked with a tilt of his head.

Starswirl shook his head, "No. To the beginning of everything."

In the beginning there was only one. A single black infinitude. Then the infinitude found release, and, finally, the darkness broke, filling it with life... With the multiverse. Every existence multiplied by possibility. And spread out before space and time in infinite measure. Civilizations rose and fell. And rose again across reality's grasping expanse. Life. A precious gift persevering in the face of every obstacle. But what isn't known is the existence of something before that. A realm beyond possibility.

Elysium.

This was the realm where what we call The Ancients were from. Deities of great, unsurmountable power that had the ability to give life to anything. Where there was death and decay, The Ancients brought life. All was peaceful in the realm of Elysium.

But that would not last.

A dark presence, the living embodiment of evil destroyed Elysium, corrupting it from within and draining all the life it held, killing The Ancients along with it.

It was truly The End.

But unknown to the entity, five Ancient beings escaped the destruction and left the realm of Elysium. This exodus of their home was what brought the power for the cosmic infinitude to finally find release, creating everything that ever existed.

The five remaining Ancients stood forth on the first world in existence that they called...

Foundation Prime.

Seeing the life that they had unknowingly created, the five Ancients found purpose once more after the destruction of Elysium. Witnessing the birth of every world filled them with hope and determination. If the evil presence somehow found its way into this plain of existence, they would not allow it to destroy this new life that had sprung from their exodus.

So they made an oath. To protect the multiverse at all costs. To ensure no harm comes to the heart of all creation.

They became The Guardians of the Multiverse.

Knight: The Guardian of Bravery.

Giganto: The Guardian of Destiny.

Wyvern: The Guardian of Courage.

Supreme: The Guardian of Truth.

And finally Talos: The Guardian of Humanity.

With this vision in mind, The Guardians set forth on their mission and brought life to as many universes as they could. They created beings known as Celestials to bring life to the dimension known as Earth 616, as well as giving power to the Chaos and Master Emerald on Earth 1991.

After millions of years they had done it. Life had been restored and all was in perfect balance.

But Talos: The Guardian of Humanity, began to notice something as the years went by. Conflict on countless worlds. War. Destruction. After so many eons of observing the many worlds that had fallen due to conflict, he began to grow bitter. Rageful. Vengeful.

After many centuries of research, Talos had discovered that when they broke through to this plain of existence, the excess energy morphed and forged into something. An artefact that acted as the heart of the multiverse. Talos theorized that if he could harness this power, he could return to Elysium and restore their home.

But at the price of the multiverse itself. For without this artefact, everything would die.

He pleaded with his fellow guardians to see his reasoning, that they could all go home. But they refused, deeming it nothing but madness. The cost of so many lives was not worth it. They had all moved on from Elysium, it was time for Talos to do the same.

But instead of seeing reason, he felt betrayal.

He deemed them all cowards, traitors to their kind and set out to find this artefact himself.

He found it.

But so did the other Guardians.

A battle of great proportions ensued. Brother against brother. Guardian against Guardian. This battle waged on for quite sometime, but eventually Talos was defeated.

For his crimes against the sacred life they had all created, The Guardians banished him to millions of years in the future on a new world, condemning him for good.

But they knew that their fallen brother would return for the artefact. So they made a sacrifice. Using most of their power, they sealed it away on Foundation Prime, never to be opened again. To ensure this, they used the remainder of their essence and split them apart into multiple key items across space and time.

Their essence bonded with these elements, becoming the only thing capable of unsealing the artefact.

The Foundation Elements.

This would be their undoing unfortunately, as their bodies began to deteriorate and become deformed. They would lose their minds and themselves, so they sealed themselves away as they became deformed and grotesque. You have already met two of them: Giganto and Wyvern.

It is said that they would only reawaken when the artefact is at risk. Which is why they are active now.

As for Talos, he was exiled to our world, Twilight Sparkle.

Equestria.

The Pillars and I found him. We nursed him back to health. Over that time Talos and I bonded, we became friends. He aided Equestria against many of its greatest threats. It became his new home.

Or so I thought.

Behind my back he had tracked an energy similar to one of the other Guardians. A crystal seed that me and the other Pillars had channeled our magic into. He sought it out and wanted to use it to get back home. But in doing so would have destroyed Equestria.

And so I banished him, unknowingly, to Foundation Prime. Forever tethering him to the very thing he wanted.

But all was not lost.

Supreme, as it turns out, had the ability of future foresight. He could see into the future. So before Talos' betrayal, if in any event something should happen to them, they would choose specific individuals to take their place.

Knight chose a blue hedgehog with the attributes to be one of the multiverse's greatest heroes.

Giganto chose a plumber who defied the odds and wrote his own destiny.

Wyvern chose a human with a suit of armor, who had the courage to break free of his past sins and carry on helping those in need.

Talos chose a Dark Knight, because even with no superpowers he would never stop helping people. Showing the very best aspects of humanity.

And Supreme chose a lavender unicorn with the skills, magic, and leadership to carry on his mission, and lead these new Guardians forward to victory.

"These new Guardians... are all of you." Starswirl finished with a soft smile.

Everyone was speechless. What could they say to that? What could they possibly say to all of that? They were supposed to be the new Guardians of the Multiverse? The ones destined to protect all that is? All that ever will be?

At this point Twilight had dropped her quill and scroll. She couldn't believe it. There had to be some kind of mistake. Some other unicorn that was destined for greatness.

"This doesn't make sense. There's nothing special about me..." She thought to herself.

"That is where you are wrong, young Twilight." Starswirl said aloud, apparently having heard her thoughts, causing her to look up at him with wide eyes. "I have watched how you have progressed since you've moved to Ponyville. And I can say that without a doubt, that you are the right pony for the job. Your leadership, your compassion, your ability to do good. I know you are up to the task."

Sonic, breaking out of his shock, then asked, "So what happens now?"

"You must find Talos, or as he is known now, The Exiled." This revelation shocked everyone as well. They were going up against one of their predecessors? To be fair they had already gone up against two of them, but still. Just how many bombshells will there be today. "But before you face him, you must stop him from collecting the rest of the Foundation Elements, otherwise everything will be destroyed."

"Right, no pressure." Tony said sarcastically.

Starswirl smiled to each of them, "I know you will succeed where I and the former Guardians failed. It is imperative that this artefact doesn't fall into enemy hands. If it does, the consequences will be dire." He then turned to Twilight as his astral form began to fade away, "I know you will make me proud, Twilight. You'll make all of us proud. After all, the Magic of Friendship isn't bound to a singular dimension." As his form faded, he simply left them with a simple, "Farewell. And good luck, my friends." With that, he was gone.

The room was silent for a moment before Mario said, "So he just leaves after dumping all of that on us?" He slumped forward and sighed, "Great. Mama-Mia."

"There's still one thing I'm confused about." Batman spoke his thoughts aloud before turning to X-PO. "How do you fit into all of this, and what are The Keystones exactly?"

"Well I was created around the same time as this place. What we're standing in is called Vorton, a safe haven The Guardians set up in case the artefact fell into the wrong hands. I was created to operate the Gateway, which was made as a door to any and all dimensions for, again, worst case scenario. The Keystones were created by Knight to be used not only as a power source for the Gateway, but as a means of pushing back enemy threats."

"That explains the powers they have." Twilight surmised.

"Exactly!" X-PO confirmed before rubbing the back of his head. "Sooooo.... How're you guys feeling?"

"Anxious."

"Concerned."

"Like I need a drink."

When X-PO turned to Sonic and Batman, the two simply said.

"Fine."

Everyone looked at them as if they were crazy, so they elaborated.

"I mean, come on! What exactly has changed?" Sonic asked. "We were still gonna stop this guy and save the multiverse anyway. This is just something else to pile on top of that."

"It's still pretty big." Mario said uncertainly.

"The mission hasn't changed, and neither should we." Batman said. "We always had a duty to do what's right, that hasn't changed."

"What about after?" Twilight asked.

Sonic shrugged, "We'll cross that bridge when we come to it. It's like I always say, 'If you have time to worry. Then run.'"

Twilight thought for a moment before nodding. "They're right. Nothing has changed, we're still gonna save our friends and save the multiverse. What happens after, we'll figure out then."

Tony and Mario looked to one another before turning back and nodding.

"Eh, screw it." His faceplate then slid over his face. "Not the first time I've been put in a cosmic situation."

The plumber then turned to X-PO and asked, "What are we looking for?"

"Look, I can only be so helpful." He replied before adding, "But I can get you started. For there is one Element that is known to all artificial intelligences like myself. The knowledge is buried deep in our kernel. Some consider it a myth but I am now certain of its existence."

"And... What is it?" Twilight asked.

"A microchip! But it's different from a normal one. I'll explain later, right now, we need to get a move on."

Everyone looked at one another, a fire unwavering in their eyes, before turning to face the Gateway.

"X-PO?" Twilight asked the little robot before smirking at the Gateway. "Fire it up!"

Author's Note

Woah! A lot of exposition there! I've been planning this part since the beginning, so I'm glad to see it finally come to fruition. So yeah, The Titans are really the former Guardians. Who knew? And Talos is also a former Guardian, crazy right? And Starswirl met Twilight before Season 7? But keep in mind that this was an astral projection, I'll explain that later, maybe in a future story? Who knows?

Whelp, with all of that out of the way, onto the next dimension.

See you soon!

30. San Fransokyo (Part 1)

Earth 2014

San Fransokyo

A world of science and technology. A city of remarkable, technological feats unparalleled to anyone else. San Fransokyo was a technological marvel, a true sight to behold. The sun was beginning to set upon the city as a Rift appeared on the bright orange suspension bridge leading into the city.

When Twilight's hooves touched the concrete road beneath her, she felt a massive breeze hit her face, her mane moving with the wind. As the others landed behind her, she couldn't help but stare in awe at the city in the distance. It was massive! It made Canterlot look miniscule, and it certainly dwarfed Manehatten, one of the largest cities in all of Equestria.

When she heard Tony whistle behind her, she turned her head as the billionaire said, "Look at this! A single scan and I've already picked up hundreds, if not thousands of pieces of tech! It's like the whole city is a entirely comprised of tech!"

Agreeing with his friend, Sonic added, "It's a lot like a place back home. Metropolis Zone." The hedgehog shrugged as he walked forward slightly, "So how're we gonna find a microchip in a city that's made entirely of tech? It's like finding a needle in a haystack."

"This could take days to find." Said Mario, who was stroking his chin in thought. "And we don't have that kind of time."

Batman walked past the group saying, "We're not gonna make any progress just standing around here. We need to move out." He suddenly stopped when he noticed that a certain lavender unicorn was not with them. Turning to his left, Batman saw Twilight standing on her hind legs with her forelegs leaning on the railing, gazing at the city in the distance with a twinkle in her eyes. "Twilight, let's move."

She got off the railing and pouted, sticking out her bottom lip. "Aww, but I wanna take a look at the big city!" She whined, her inner nerd showing. This was unlike anything she had ever seen before, and she probably wouldn't see it again after they found the microchip.

"Heh heh." Sonic chuckled. "It's pretty exciting, isn't it?"

But Batman wasn't so easily swayed, "Nevertheless, we have a job to do."

Twilight, however, was persistent. "Come on! Can we please just take a quick look?"

"No."

"Pleeease?"

"No."

"Please? Please? Please? Please? Please? Please? Please?" She asked multiple times, hopping up and down on the spot each time she asked.

Despite her cute pouting, Batman simply folded his arms. "Just saying it won't make it happen." He let himself smirk a tiny bit when the unicorn sat on her rump and folded her forelegs, sticking out her bottom lip like a little filly who had their toy taken away.

Suddenly an explosion rocked the bridge, causing everyone to lose their balance and stumble. Turning around to the source of the disturbance, everyone looked on in shock as a massive blade moved overhead. They followed the blade's movements until their eyes were set upon a massive robot.

But it wasn't any ordinary robot.

It was another Titan.

This Titan was a giant gunmetal robot with a silver face with echidna-like dreadlocks, brandishing a buzzsaw-like shield and a large red sword which it stored on its forehead. It had four legs with wheels attached the bottom, allowing for quick mobility.

Knight let loose a massive roar that shook the bridge, its visor lighting up as it observed the bridge.

Twilight gasped as she took a step back, how had they not noticed the Titan before? Had it just appeared? It didn't matter now, what did matter was how they were going to stop their corrupted predecessor.

"Well, this is a lovely way to start." Tony commented sarcastically before hovering in the air. "J.A.R.V.I.S? Run a scan and see if you can pinpoint any weaknesses on that thing."

But before the A.I. could respond, something flew right past Tony's head. Or more specifically, someone.

Everyone turned around to see the figure fly across the bridge before sliding across the pavement, a set of discs falling off of their suit. The figure was a young woman of Korean descent with short black hair with streaks of violet, brown eyes, and a curvaceous figure. She also wore yellow armor with four discs attached to her limbs.

Go Go raised her head slightly before slipping back into unconsciousness.

The Guardians were about to rush over and see if she was okay, when a sudden shout from above them caught their attention. "Go Go! You okay?" Upon hearing this, the Guardians looked up and saw something red and purple fly over them.

"What in..." Twilight muttered to herself as she watched the large red figure land with its rocket boots pointed toward the ground as the smaller purple-suited passenger jumps off its back, rushing to check on Go Go.

The large figure was a robot wearing red armor with purple highlights while the smaller purple-suited figure wore purple armor with black and red highlights.

Baymax and Hiro Hamada looked down at the fallen form of their friend, with the latter turning to the former and exclaiming, "Baymax!"

The large robot began scanning the girl for any injuries and then relayed the information he had gathered. "Go Go's suit has shielded her from a major injury, but the blow she sustained to her head has caused a mild concussion. We should take caution and not move her until we can fully stabilize her head."

Hiro nodded, "Got it."

"Are you kidding me?! I feel cheated! Am I allowed to feel cheated?!" The complaint caught the attention of both heroes, causing them to turn around and be face to face with the Guardians. Tony then went on saying, "I mean, look at that! That's pretty much my design! Is copyright non-existent in this dimension?! I feel like I have a right to sue. Can I sue?"

"In this case sir... no." Was the reply he got from J.A.R.V.I.S.

Hiro looked at the newcomers in confusion while Baymax simply waved. "Hello. I am Baymax, your personal healthcare companion."

Tony was silent until he asked again, "You sure I can't sue?"

"Tony!" Hearing Sonic shout made Tony turn his head to face the hedgehog. "Giant robot! LITERALLY RIGHT THERE!!!" He exclaimed as he motioned toward the Titan with his arms.

The billionaire slapped his forehead, "Right! Sorry."

But before they could head off to fight Knight, Hiro reached out and shouted, "Hey! Who are you?"

Twilight stopped first, turning to face the young boy with a surprised smile. "Oh! I'm Twilight Sparkle." She then gestured to her fellow Guardians with her hoof. "And these are Batman, Iron Man, Mario, and Sonic the Hedgehog."

Smiling, Hiro turned and nodded to Baymax before rushing up to the Guardians. "Name's Hiro. You...mind helping us fight that thing?" He asked before adding, "Our team's called Big Hero 6."

They all looked to one another before Sonic answered for them with a thumbs up, "Sure!"

With that, the group turned around and charged forward towards the explosions, with Baymax flying alongside Iron Man, Hiro riding on the robot's back. When they reached the sight of the battle, the Guardians saw three other individuals trying to fight against Knight.

The first was a dark-skinned man with brown hair in dreadlocks and brown eyes. He wore green chest armor and pauldrons with blue pants, a red headband and belt, and a green visor with a black bodysuit with red highlights underneath. His gauntlets were also equipped with twin cyan plasma blades.

Wasabi rolled away from an incoming laser blast from Knight's visor, grunting in effort before charging forward to try and attack the behemoth that loomed over the bridge. But when he jumped into the air and slashed at Knight's chest, it had no effect. Instead a swirl of red energy formed where Wasabi had attacked before firing a laser that sent him flying back.

Leaping over Wasabi as he flew backwards, a man wearing a three-eyed blue and orange monster suit.

Fred launched a fireball at the Titan from the mouth of his suit, but it had no effect. In retaliation Knight let out a roar, sending forth a shockwave that blew Fred away, crashing into the side of a car. Groaning in pain from the hit, Fred failed to notice a girl wearing pink armor with a red protective chest plate land on top of the car. Her helmet was pink with yellow highlights. She was equipped with a purse that doubles as a handheld computer chemical lab. It had a monitor on the side that bears the periodic table on it, allowing her to input the right elements to create chem-balls for any situation.

Honey Lemon reached into her chem-purse and pulled out a chem-ball, hurling it at Knight. But before it could even touch the Titan, it turned to ash due to Knight lighting up his visor, the extreme heat reducing it to nothing. "I-Impossible! My chem-balls have no effect!" Before she knew it, Honey Lemon was on the move because Knight fired a laser from its visor. Quickly grabbing Fred, she rolled out of the way, groaning in pain as Fred tried getting back up, but failed to do so.

Now was the time for action!

Looking over to Hiro, who was riding on Baymax's back, Tony said, "Hey kid! Go check up on your team! We'll handle the rest!"

Nodding, Hiro tapped Baymax's back, motioning for the robot to take them down to check on the rest of Big Hero 6.

Seeing the two heroes leave the fight, Sonic chuckled as he boosted forward towards Knight's torso. "Let's go!" He shouted as he curled into a ball and slammed directly into the Titans chest. Iron Man flew past the hedgehog as he bounced back, firing a small missile from his gauntlet.

The projectile made an impact as Mario leapt into the air, bouncing off of the underside of a flipped car to get some airtime. Gliding alongside him was Batman, who took out three Batarangs and threw them forward as Mario landed a punch on the Titan.

While the attacks weren't doing any damage, they were buying Big Hero Six enough time to gather their bearings.

Twilight gritted her teeth as she used her magic to lift up a car, her sights set on Knight's head. Without waiting, the unicorn hurled the car directly into the Titan's face. Knight growled as The Guardians of the Multiverse grouped up in front of the menacing behemoth.

Flashing its visor, Knight used its wheels to roll back several yards away from the bridge, the sunset behind it making its silhouette all the more threatening. Thinking that it was going to attack, the Guardians readied themselves, only to look on in bewilderment as the Titan removed its gigantic sword from its forehead and slashed a tear into the very fabric of reality.

Looking at the bridge menacingly once more, Knight rolled into the tear and left this dimension, off to cause more chaos in another world.

The Guardians all looked to one another, confused as to why the Titan decided to up and leave. They all shrugged, a problem for another day. Right now they had a microchip to find. But first, they had to check up on some potential new allies.

They turned around as Big Hero 6 stood before them, all of them sans Baymax and Hiro staring at them in confusion and awe. These guys had just made the giant, scary robot that appeared out of nowhere retreat in a matter of moments, while they fought it for a few hours straight and didn't make a single dent.

Both teams stared at each other for what seemed like an eternity before Hiro stood before his team and said, "Why don't we head back to the garage and I'll explain everything?" The team nodded at his suggestion before he turned and asked the Guardians, "You guys in?"

Meanwhile

Unbeknownst to the two heroic teams, a certain someone was observing the battle on the bridge from a safe distance. He and his two henchbots witnessed the battle with the Titan from the security of his Egg Mobile.

Eggman had his arms crossed and was tapping his fingers on his forearms as Orbot said, "I will say, they did make short work of that Titan."

"Yeah! But why did it leave?" Was the question Cubot asked.

In response, Eggman simply waved his hand dismissively, "It doesn't matter now, now that it's gone." He then smiled deviously, "What does matter is the opportunity presented before us!"

"What do you mean boss?"

"While my associate is off locating the Foundation Element, it would be unwise to not use this glorious opportunity." His grin grew wider as he continued, "This entire city is comprised of technology!" He adjusted his glasses with his index finger. "Imagine what it could do for the Eggman Empire!" The doctor then let loose his iconic bellow of laughter, confident that nothing could foil him this time.

Orbot and Cubot rolled their optics, already knowing where all of this was going.

Time to add another score to the tally.

Hiro's Garage

Big Hero 6's morale was low. Extremely low. Not only did they get pummeled by Knight with little to no effort, but The Sokyo News had released an article about them completely misconstruing what had happened, making it look like they weren't capable of defending their home.

MYSTERIOUS MONSTER ATTACK!

Crisis struck San Fransokyo today when a
massive unidentified creature attacked
the populace without warning.
Local super team Big Hero 6 was nearly
deep-sixed when they came to the rescue,
raising questions about just how prepared
they are to protect the city.
Will another group of crimefighters rise up
in our hour of need? Or is there no force
capable of containing this new threat?
In the opinion of this humble reporter, the
city's days are numbered, so grab your
wallets, keys, kids, and pets, and get your
kiesters to the airport before it's too late.

"Not cool." Go Go commented bitterly.

Honey Lemon sighed deeply. "People like spectacle, not truth."

"Yeah, who needs quality reporting when you can just make stuff up?" Wasabi agreed with his friend, clearly not happy with how they were being portrayed in the article.

Suddenly Fred stamped his foot in annoyance, "I don't get it. I mean, didn't they see how awesome we were?! Sure, that thing landed a couple of good hits, but we had chem-balls, and laser hands, and fire-breathing!"

"Well, it really didn't matter. It beat us." Honey Lemon reminded the group sadly.

"Where'd it even come from?" Go Go asked the obvious question, to which none of the members of Big Hero 6 had an answer.

It was then that they were reminded that they were not the only ones in the garage, as Twilight and the other Guardians were grouped up on the other side of the room. Twilight Sparkle was taking an interest in the conversation, Tony was making some modifications to his armor, Mario and Sonic were chatting, with the former leaning his back against the wall.

Batman was pondering to himself in the shadows. Like usual.

Wasabi then said, "Well... Why don't we ask the guys...who actually stopped it?"

This caught the attention of the Guardians, who stopped what they were doing and turned to address Big Hero 6. Sonic and Mario chuckled while the others remained silent. Tony finished tinkering with his suit while Batman carefully studied the other heroes in the room.

Honey Lemon turned to Hiro and said, "Hiro, you never introduced us."

Hiro, who was sat at the computer, was wearing a blue hoodie jacket, a red shirt with a humanoid robot on it, long dark beige cargo capri shorts, and dark brown Converse sneakers with yellow laces.

"Oh! Right." The young boy said, standing up from his chair and moving towards the head of the team, facing opposite the Guardians. "Well, uh, this is...the gang!" Beside him, Baymax, who was no longer in his armor, resembled a rotund and squishy marshmallow.

Hiro then began introducing the members of Big Hero 6.

"That's Go Go."

She regarded the group coolly with a simple nod.

"He's Wasabi."

Wasabi waved, "How ya doin'?"

"And that's Honey Lemon."

"Hello there."

"Jesus, those codenames could be better." Tony thought to himself internally, not wanting to offend them.

Suddenly Fred jumped forward and landed in front of the group, "I'm Fred. Don't be alarmed." He then pulled down the hood of his costume, revealing a boy with long, blonde hair wearing a beanie.

"This is not my real body!" Fred informed them dramatically.

"We noticed." Batman said stoically.

Hiro turned to his friends and gestured to the Guardians and introduced them, "Those five are Twilight Sparkle, Mario, Sonic, Iron Man, and Batman. The, uh....." He trailed off, trying to remember if they had a team name.

Sonic, deciding to be helpful, blurted out, "The Guardians of the Multiverse." When his friends looked at him with 'Are you serious' looks, he defended himself by saying, "What? We are, aren't we?"

"Real smooth, furball." Tony reprimanded the hedgehog sarcastically. "Ugh, so much for low profile."

Realizing his mistake, Sonic looked away and laughed nervously. "Ah heh heh heh heh... Whoops?"

Baymax quickly ran a scan of the hedgehog and informed, "I am detecting minute contractions in your face and shoulders, perhaps due to the garage's brisk temperature." He raised his index finger and continued, "To remedy that, I will give you a hug and warm you with my internal heat source."

Mario barked a laugh as Baymax's chest glowed orange, "Ha!" He turned to his blue companion and nudged his arm with his elbow. "Yeah, Sonic. Go and give the big, robot marshmallow a big ole' hug."

"Shut up."

"The robot." Go Go said, getting back to what truly mattered. "Tell us how you managed to take it down."

"Um, technically we didn't." Twilight said with a slight blush. "It just ran away and opened a portal to another dimension."

Upon hearing this Hiro's eyes widened, "Hold on. Other dimensions? Guardians of the Multiverse?" His eyes shot wide open as he pieced it together. "Are you saying that the multiverse is real?!"

When they nodded, Hiro noted mentally that he would have to learn more later.

Twilight then continued, "We've come to your world in search of a key artifact that can unlock something of great power. We're here to stop someone from getting it first."

"Ooh, now we're talking! Light versus darkness. Classic conflict!" Fred said excitedly.

Only to be reprimanded by Wasabi, "Would you calm down, Fred? This is serious."

"Yep. These Soulless Ones are no joke." Mario said seriously. "Some of them will be even too much for you guys to handle."

Go Go looked at them as if they were crazy. "Wait. So you're expecting us to just give up?"

"With our current skillset, my analysis places our chances at 0.0000--" Baymax calculated, only to be cut off by Hiro.

"Yup, we get it, Baymax."

Sonic pushed himself off against the wall and approached the group, "Hey, don't sweat it. The five of us will go take care of the Soulless Ones for you." He gave them a thumbs up with his signature smirk, "We'll be out of your hair in no time!"

"Hate to rain on your parade, blue boy, but we have no idea where the Foundation Element is." Tony reminded the ecstatic hedgehog, immediately souring his mood as he slumped forward comically.

"It could be anywhere in this entire city." Batman added, finally saying something.

Twilight nodded to her friend, "We could be here for days, and we're short on time."

Mario placed a hand on her shoulder and smiled, "Well we'd better get going then." The unicorn shared a smile with the plumber before they all moved to leave, but were stopped by a sudden shout.

"Wait!" They stopped and turned around to face Hiro, who had a hand reached out to them. "We're going too."

Twilight smiled kindly at the young boy, "Hiro, it's okay."

But the boy shook his head, "We have to help." He placed a hand to his chest and said, "My brother would have." Showing their support, Big Hero 6 nodded in affirmation. The Guardians looked to one another before nodding back to Big Hero 6, accepting their help.

Wasabi looked down at Hiro, "Great, buuut...don't we need a plan?"

Suddenly Fred walked and stood in between the two teams, "We train up! When heroes are brought low, they get new powers." He flipped up his hood and struck a 'Wushu' salute, "It's shugyo time!"

Go Go smirked at her friend and teased, "Did you read that in Geek's Quarterly?"

"Fred's actually not wrong. I may have an idea." Hiro said with a smile. He then went over to his desk and pulled out a futuristic-looking headset called an AR device. He walked back over and handed it to Twilight, "This is an AR device."

"AR device?"

"Yeah. Cool, huh? It creates a CG overlay that augments your vision. While you wear it, this device sees everything you do and logs it."

Twilight looked confused and turned to Tony, hoping for some clarification.

"You put it on your face."

She smiled gratefully before taking the device in her magic. Twilight then slowly placed the AR device over her eyes, closing them as this was entirely new to her. When she reopened them, the room was surrounded by Soulless Ones. She shrieked and pulled the device off of her face, but was confused when the room was void of any enemy combatants.

"What the...?" She muttered as Tony took the device away from her.

"Whoa! Chill." He said to the unicorn before analyzing it himself. "Huh. Your own version of Virtual Reality." Iron Man looked at the young boy and said, "Not bad, kid."

Hiro smiled at the compliment, "Thanks. But so far the map data only covers San Fransokyo. I need to expand it."

But before he could get to that, Fred was growing impatient, "Now can we shugyo?"

Wasabi then proceeded to frown at his friend and ally, "Not yet, Fred. She's still learning."

Deciding to be a little helpful, Honey Lemon began explaining it in a simpler way for the unicorn. "Twilight, all you need to do is run through some courses that Hiro scripted. Like a minigame."

"Think of it as a time trial." Sonic said helpfully. "Like you have a few minutes to return a book you borrowed from the library, only if you don't reach it in time, you get a late fee."

Twilight's eyes shrunk to pinpricks. Such a horrible thought to have. The thought of not returning a book on time was on par with Discord causing all sorts of chaos around Equestria. She just couldn't let that happen.

Go Go then said, "We'll put a tracer on your movements so we can--"

"Shugyo, shugyo, shugyo!"

"...So we can shugyo."

"I can shugyo by installing new combat data." Baymax said helpfully with a raised finger.

Tony thought to himself and spoke aloud, "Y'know it's been a while since I did a combat update on my armor." He then looked down to Twilight, "And this'll be the perfect opportunity to try out some of that combat magic you've learned from Starswirl's book."

"Been a bit since I've had a proper workout." Sonic said. "I'm in."

"Me too." Mario agreed.

Batman simply agreed with a nod of his head.

With that, Hiro clapped his hands together and said, "Alright team! Let's try it out!" Something told the young boy that this was gonna be the team up of the century. Two teams from separate worlds, working together to become stronger. Yes, this was going to be quite the experience indeed.

Author's Note

I am a freaking idiot....

This was meant to be out last week but I forgot to hit publish.

I truly am a genius lol.

Anyways, we're in San Fransokyo and we've met up with Big Hero 6!

This world's going to be a doozy, stay tuned!

Knight - HGBD-WolfBeliever5

31. San Fransokyo (Part 2)

Earth 2014

San Fransokyo

The city at night was even more marvelous than Twilight could have ever imagined. The lights of the buildings shining throughout the night sky. The difference between the city from before and now was night and day. Literally. But the unicorn mare didn't have much time to marvel at the sights, as she was busy holding onto the back of Baymax as he flew through the air.

Twilight was riding on Baymax's back as he flew past a fish-shaped windsock overlooking the city, a trail of smoke spewing behind him. A high-pitched squeal and they shot forward with his rocket boots, curving through the skyscrapers. Twilight released shouts of fear and delight as the red robot turned a quick right, then a left into the North District railroad tunnel. He flew back upwards, then ducked beneath the red lanterns hanging from a giant archway, before passing an oversized statue of a sushi-cook which waved its mechanical arms. They then met up with Iron Man, Mario, Sonic, Batman, Fred, Wasabi, Go Go, and Honey Lemon on the roof of a building. Baymax landed in a superhero pose, dropping off Twilight before taking off back into the sky.

The unicorn let out a breath of relief, placing her hoof over her heart to calm herself down. Twilight then giggled before exploding into full blown ecstatic laughter. That was such a thrill for the unicorn, it was surreal. Sure she had flown with Tony before, but never like that. Part of her wanted to do that again. Was that what Rainbow Dash felt all the time?

Immediately her mood was soured when she thought of her 'friend', but she put it out of her mind when Batman landed beside her, having jumped down from a vantage point above. She looked around, seeing Sonic and Mario smirking at her. They too were wearing AR devices while Iron Man and Batman had implemented them into their masks, so they could train too.

Then out of nowhere, Hiro's voice sounded off through her headset, "Okay, guys. Go through the rings and head for the goal." A tunnel of multicolored rings appeared before her as he said this. She assumed that the others could see their own paths of rings in their own headsets. Hiro then continued, "I'll be here to help you out remotely."

"Okay!" The members of Big Hero 6 shouted in unison, ready to begin the training simulation. Fred, Wasabi, Go Go, and Honey Lemon all jumped from the roof, following their own path of virtual rings while Baymax flew overhead.

Sonic simply gave Twilight a thumbs up as he slowly jogged forward, "See you at the finish line!" With that, the hedgehog blasted away at super speed, already plowing through his trail of rings.

Batman glided off of the roof as Iron Man took flight up into the air, all following the route made for them. Mario leapt over the balcony before Twilight started to move. She trotted at first before moving into a full on gallop, going through the tunnel of rings before her.

"Start with the rings right in front of you. Head toward the indicator on your AR device. Try and stay on course. If you start to veer off, you'll know. I put up a virtual boundary." Hiro informed the group through the AR device.

The unicorn let a small smirk grace her lips before she lit up her horn to teleport.

With Sonic.

The Blue Blur was having a blast! He hadn't trained like this in a long while. It reminded him of the various simulations Tails had made for him to test his speed and strength while they waited for Eggman to make his next move. The hedgehog rushed ahead, collecting the colored rings on the building in front of him before deciding to drop to the street below. He then hops aboard a railing as Go Go rolls by him on her wheeled boots.

"Ya gotta keep up, Sonic!" Go Go said with a smirk before splitting off to the right.

Sonic smirked as he chuckled, "Oh, you did not just say that to me." His smile widened as more colored rings appeared on his path. He then jumped from rail to rail, making his way to a building with a high-powered fan. He shot into the air, collecting a string of rings as Fred jumps in the air beside him, Wasabi clutching the suit's tail.

"This is awesome!" Fred exclaimed.

But judging from Wasabi's whimpering it wasn't awesome for everybody.

"Come on... Can't we do this on the ground?" Wasabi asked fearfully.

Fred cackled just as Iron Man flew by them. "Hey come on, I thought this was meant to be a challenge." He then shook his head, "Pick up the pace, will ya?" He said in a joking manner before flying ahead of the group.

With Batman

The Dark Knight glided through the air, going through each of the rings before him. He was a natural pro at this, given the fact that he had set up multiple AR Challenges back in Gotham, so he could properly train the other members of the Bat Family.

Batman landed at the base of a skyscraper before Hiro's voice filled his ear, "Climb up the side of that building."

"Understood." He replied before taking out his Grappling Hook and firing upwards. Batman shot upwards, going through the rings in his path. Meanwhile Honey Lemon created colorful platforms by tossing chem-balls from her purse to ascend beside him.

"Don't you just love chemistry?" She asked the Caped Crusader, to which she got no response.

Once he reached the top of the skyscraper he spread out his cape so he could glide forward, continuing the course.

With Iron Man and Mario

Tony flew overhead, traversing through the multiple rings ahead of him while Mario dashed through his course on the streets below. As the plumber jumped over various cars and obstacles, Tony simply maneuvered left and right to pass through the rings.

When he saw the plumber smirk up at him, Iron Man decided to pick up the pace and added some boost to his thrusters, propelling himself forward and ahead of Mario.

Then out of nowhere Baymax appeared flying beside him, informing him, "You are near the goal."

The two fliers flew through the night sky, passing Twilight as she teleported to the top of a building. The billionaire didn't miss the happy smile graced upon her face.

"She really needed this." Tony thought to himself before continuing to fly the course.

Back with Sonic

On the ground, Sonic was running alongside Go Go, who was struggling to keep up with the super sonic hedgehog. She couldn't believe how fast he was, he tore through the course like it was nothing. But the fact that he slowed down to run alongside her, made her feel happy that he wasn't that much of a braggart.

If only she knew.

Out of nowhere Sonic burst right past her at speeds she couldn't even begin to comprehend. He then turns to the left and begins running up the side of the building, causing Go Go to stop and look up with curiosity and awe in her eyes. She then began to have a thought.

"Interesting. Gravity--not binding."

With Batman

The Dark Knight glided through the air, weaving left and right avoiding the various projectiles headed towards him. On the roof was Wasabi, fighting various holographic Soulless Ones, courtesy of Tony giving Hiro the proper descriptions to encode them into the AR devices.

Batman landed in front of Wasabi, confusing the hero, before reaching into the pouches on his Utility Belt and throwing five Batarangs. The projectiles destroyed the holographic enemies upon impact, allowing Batman to press forward with his segment of the training course.

Wasabi had a thoughtful look on his face as he looked down at his hands. "Hey, wait. My laser hands..." A smile then appeared on his face. If Batman could use projectiles, then why couldn't he? "...can be projectiles!"

With Iron Man

"J.A.R.V.I.S.? Is it ready for testing?" Tony asked his A.I. companion as he soared through the air, approaching a nearby building.

If J.A.R.V.I.S. could nod, he would've at that moment. "Yes sir, though keep in mind it is still in its early stages. It won't be up to the standard it was in Monstropolis." He warned, a little worried that the test might not go as hoped.

But Tony wasn't worried, "Hey, that's why we have tests, buddy." He then moved downward toward a building, where Honey Lemon was hiding near a group of holographic Soulless Ones, thinking up a strategy to defeat them. "And this little training exercise is the perfect opportunity to try it out."

Without delay, Iron Man landed on the roof in a superhero pose, causing the holographic enemies to cease their movement. He then stood upright and aimed his hand at the virtual Soulless Ones. There, appearing on his forearm, a giant Proton Cannon digitized into existence, sitting comfortably on his arm.

"Here's the big one!" Tony shouted with a smirk on his face. "Proton Cannon!"

The giant laser gun fired, sending forth a massive blue beam that destroyed the virtual Soulless Ones instantaneously. Once the threats were taken care of, the Proton Cannon disappeared. Iron Man turned to the stunned Honey Lemon and gave her a two fingered salute before blasting off into the sky.

"Proton Cannon test number 1 has been successful, sir." J.A.R.V.I.S. informed his creator.

"Was there ever any doubt?"

Meanwhile Honey Lemon was looking down at her chem-balls with a curious look on her face. "Ooh! Change the weapon, change the attack."

With Twilight Sparkle

Twilight had successfully reached the top of a skyscraper with a teleport. Unfortunately, this was not where her end goal was. Before she could get to that she would have to dispose of these virtual foes before her. "Hmm. Let's see." She hummed to herself as she used her magic to summon Starswirl's book. She held it with her magic as the pages flipped to a certain page so she could learn a certain attack.

"Hmm... A fire spell? No. Maybe a liquify spell? Nope, too gruesome. And not to mention gross. What about a spell that turns them into balloons? Meh, that's Pinkie's deal. Ah-ha! Got it!"

She quickly looked over the spell before dispelling the book. The Soulless Ones closed in on her slowly, but that would be her undoing as that gave her enough time to find what she was looking for. Twilight smirked before lighting up her horn, sweat dripping down the side of her head as she concentrated. Once she had enough focus, she released the spell and froze the virtual Soulless Ones solid.

And they shattered into tiny shards of ice before disappearing.

To say that Twilight felt proud of herself would be an understatement.

But unbeknownst to her, Fred was watching her from below. "Whoa. A freeze attack!" He then looked down at his hands and mused, "Fire...and ice. Diametrically opposed...or so we thought!"

Up with Twilight, she saw a final ring with her Cutie Mark inside of it. It was the final checkpoint. She slowly approached it and was about to go through it... But Sonic beat her to it, his checkpoint in the same place as hers. Twilight pouted at the hedgehog as she stepped through the final checkpoint.

Sonic simply leaned back against the antenna on the roof and said, "Too slow, Twi."

She then proceeded to stick her tongue out at him, to which he responded in kind.

Suddenly Hiro's voice sounded off in her headset, "Thanks, Guys. That should be enough data. And I think you guys sparked some new ideas." The young boy was then bombarded with shouting as every member of Big Hero 6 excitedly began telling him about their ideas.

Sonic and Twilight simply smirked at one another before the hedgehog raised his fist for a fist bump. The unicorn giggled before bumping her hoof against the Blue Blurs fist, the shouting sounding like it wasn't going to die down anytime soon.

Hiro's Garage

With new ideas circulating in his mind, Hiro was enthusiastically typing at his computer, creating updates for his pals' gear. Tony and Honey Lemon brainstormed and created new elemental combinations for her chem-balls. Wasabi was praising Hiro on his new gauntlets with Batman looking over the specs for analysis. Fred was giving Hiro difficult specifications for his suit, but surprisingly Twilight came up with an easier solution as she lit up her horn to enchant his suit, along with Hiro making some upgrades of his own. The data from Sonic and Mario was updated for Baymax to use, with Hiro ejecting the data chip from the drive. He walked up to Baymax and pressed the port on the robot's chest. It opened up, displaying Baymax's chip slots. Hiro inserted the updated battle chip into Baymax and the port closed.

Hiro dusted off his hands with a smile on his face. "That...should do it."

Things seemed to be looking up.

But that moment was short lived as a sudden new broadcast ruined the moment with concerning news. "We interrupt your scheduled program to deliver this breaking news. Moments ago, the city's South District was attacked by numerous robots." The screen then displayed robots that were very familiar to a certain blue hedgehog. Buzz Bombers flew through the air, firing laser blasts at unsuspecting civilians. Egg Pawns were marching down the street. And it seemed that a certain Egg shaped man was bringing out the big guns as some Egg Gunners were firing upon any opposing force that got in their way.

They were humanoid and highly futuristic robots standing over two meters tall. They had a slim and almost triangular torso with a pronounced chest area, digitigrade legs, and three-toed hook-like feet. They also had a small machine gun for the left hand and a missile launcher for the right hand. On their backs, they appeared to have a propulsion system shaped as two joined disks, and their heads were shaped like disks with a glowing light blue line on the front for eyes.

The broadcast continued, "Witnesses stated seeing a rotund man in an orb shaped vehicle on the scene. He seemed to be the one orchestrating the attack as he seemed to have some control over the robots. City police are urging citizens to stay at home. For those just joining us, only minutes ago the South District was attacked by--"

And wouldn't you know it, the image displayed Dr. Eggman at the scene, laughing inside of his Egg Mobile as his Badniks continued to wreck havoc upon the city's South District. Hiro turned the broadcast off and turned to face everyone in the room.

Sonic grit his teeth as one word, one name escaped his lips. "Eggman."

Eggman bellowed loudly as he witnessed his Badnik army decimate the streets below. He couldn't help but smile at the prospect of all that technology being in his arsenal. The poor rabble below fled in terror as their pitiful police force attempted to stop him, but his Egg Gunners saw to it that they would no longer be a threat.

"OH HO HO HO HO HO HO!!!" Eggman laughed before grinning, "This is going better than I'd hoped! Not only are my forces seizing control of this pitiful city, but their attempts to stop me have been unsuccessful! And hey! The supposed heroes of this city are a no-show! Soon the Foundation Element will be found, and this city's technology will be mine!"

"Don't count on it..." Cubot muttered.

Eggman turned and glared at his lackey, "Zip it! Nobody asked for your input!" He turned away and continued looking at the destruction below. "Things are going perfectly! And the best part is that the hedgehog is nowhere to be found! I actually expected him to show up, given how he has in the past, and due to recent events. But no matter, with him not here nothing will stop me!"

"Wanna bet!!!"

The doctor's eyes shot wide open as he turned to the source of the noise. There standing atop a nearby building was Sonic with a cocky smirk on his face. Before he could even react, Sonic zoomed down the side of the building and took out a squadron of Badniks.

The Egg Gunners tried locking onto the hedgehog but were suddenly blasted apart by four projectiles. Courtesy of Wasabi and Iron Man.

"Mind if we join in?" Tony asked before flying off to deal with the Buzz Bombers.

"W-WHAT?!" Eggman stuttered out as two more Egg Gunners were frozen solid. They were then shattered by a fire ball from Fred, who flipped through the air and landed in a superhero pose.

Four Motobugs shot forward but a chem-ball landed before them before exploding into a cloud of purple smoke. "Now!" Honey Lemon shouted as Twilight fired a beam of magic which split apart into four separate beams that destroyed the Badniks upon impact.

Batman glided down from the top of a skyscraper and kicked the back of an Egg Gunner, causing it to stumble right into Go Go, who slid under it and took out its legs, causing it to fall over. It was then destroyed by Mario who stomped on its chest.

Eggman grit his teeth as a shadow flew over his head, to which he looked up and saw Baymax flying down with Hiro on his back. The robot fired his rocket fist and destroyed another Egg Gunner as Honey Lemon threw another chem-ball, summoning a solid block of red hexagons, entrapping a squadron of Egg Pawns.

Sonic saw this and boosted forward, jumping over the hexagons and curling into a ball. He then destroyed the Egg Pawns with multiple Homing Attacks before launching into the air and landing right in front of Eggman with a smirk on his face. "Hey Eggman! Long time no see!" He greeted as the combined forces of Big Hero 6 and the Guardians of the Multiverse converged behind him, facing the mad doctor alongside the Blue Blur.

Dr. Eggman growled as he slammed his console, "I should've known you'd still be alive, you stubborn little hedgehog!!!"

"What are you doing out here?" Sonic asked.

But Eggman simply waved him off dismissively, "I don't see how that's any of your business."

"You made it my business when you started trashing the city." Sonic retorted, taking a step forward toward his arch nemesis. "Whatever you're planning, you do know I'm gonna stop you, right?"

Eggman responded by sitting back in his chair and stroking his moustache, "Past experiences indicate that. But this time it will be different! My plan will finally see the end of you, rodent!" He leaned forward and grinned, "You and your new friends don't stand a chance!"

But Sonic wasn't taking his threat seriously. He hardly ever did. "Egghead, I beat you all the time by myself. Now you're dealing with the new Guardians of the Multiverse!" He said with outspread hands, gesturing to his friends behind him.

It was then that Hiro walked up and stood beside the hedgehog, "And the crime fighting team of Big Hero 6! Together, we're unstoppable."

"Yeah!" Big Hero 6 agreed.

Eggman rolled his eyes, "Oh please. No more speeches about the 'Super Power of Teamwork.'" He pointed down to them and declared, "Let's see how unstoppable you are against this!!!"

Suddenly a Rift opened behind the mad doctor, causing everyone to gape at it. When Eggman released his iconic bellow of laughter, a large silhouette appeared inside the portal. Then, from within the portal, a massive robot floated out and loomed over the group of heroes. Sonic gritted his teeth at the sight of the familiar robot. It was a giant Mecha with a cape, created from all of life energy on Sonic's home world. Mobius. It had a red color scheme, broad shoulders, large hands, Eggman's face on the head of the mech, and two yellow points going down its chest.

Eggman laughed as the Super Egg Robo activated, its left eye glowing green as well as its green energy cape draped down from the energy canisters on its back. The mad doctor flew his Egg Mobile up to its head as the cockpit slid open, allowing him to pilot the vehicle into its head. Robotnik laughed again as the glass slid over his head, "Remember this one, Sonic?" He asked before tapping the console before him. "He's been upgraded with more toys to destroy you with! Even you won't last long against this one! You will be crushed by my Super Egg Robo, and in the end, everything will be just as I planned! Hehehehe. Hahahah. HO HO HO HO HO HO HO HO HO!!!"

Suddenly more Rifts appeared just before the group of heroes, and from within them, out stepped more Badniks for them to fight.

"Catch me if you can!" Eggman taunted as he flew away from the battle.

Sonic turned as his eyes followed the doctor, "Hey! Get back here!" Without warning he took off after him.

"Sonic wait!!!" Twilight shouted, but it was too late. She turned to Tony and said, "Iron Man, go help him!"

"On it!" Without hesitation he took off after his friend.

Thinking they may need a little more help, Hiro looked to Go Go and Baymax and ordered, "Were going too. Something tells me they'll need all the help they can get!" When they both nodded, he turned to the rest of his friends and asked, "You guys gonna be okay here?"

"We're fine, Hiro!" Honey Lemon reassured him before pointing in the direction Eggman went. "Just go after them and be careful!" She said with urgency.

With no time to waste, Hiro jumped on Baymax's back as pointed forward. When Go Go took off, Baymax ignited his thrusters and took off after them, hoping that together they'll be able to take Eggman down.

With Sonic

Sonic was currently racing down the road with Eggman in his sights. He had followed him through many city blocks, not wanting to let him get away. He was about to speed up when he saw something in his peripheral vision. On his left he saw Iron Man fly alongside him, and on his right he saw Baymax with Hiro on his back, as well as Go Go skating alongside him.

"You didn't think we were gonna let you hog all the glory, did ya?" Tony asked with a knowing smirk.

"We'll back you up!" Hiro said with a smile, "We're in this together."

Sonic smirked before refocusing his attention on Eggman, "All right! Let's get the show on the road!" Together they all boosted forward to meet the Super Egg Robo head on.

"HO HO HO HO!!! Prepare yourselves!!!" Eggman warned as the Super Egg Robo began to charge up.

Go Go paled at the sheer size of the robot, "That's a big bot."

Sonic shrugged, "Eh. I've faced bigger. No biggie though, I'll tear right through it with a Spin Dash."

"It'll take a lot more than that to stop me this time, hedgehog!" Eggman replied as the mech prepared to attack. "Now... GET A LOAD OF THIS!!!"

Without hesitation, the Super Egg Robo fired a massive green beam from its left hand, tearing through the streets. Sonic's eyes shot wide open before he moved to the right, jumping in the air and air dashing to wall run on the side of a building before jumping back down.

Go Go decided it was now or never, so she dashed forward and ran up the side of a building to avoid the laser blast. She let out a joyous laugh, her upgrades worked! She made it to the top of the building and ran as well as jumped from rooftop to rooftop to keep up with the mad doctor.

Both Baymax and Iron Man shot upwards to avoid the laser, boosting forward to catch up.

The laser ceased as Eggman aimed the mechs right arm forward and then proceeded to fire another laser, the heroes all dodging it again. When the laser ceased, everyone met back up on the road and chased after Eggman.

"Not bad." Eggman complimented before detaching the hands of the mech, the appendages floating before the robot. The Super Egg Robo then fired multiple green orbs at the pursuing heroes. Sonic simply dashed forward and swerved to the left to avoid the projectiles while Go Go jumped over to orbs.

When the projectiles ceased fire, Iron Man and Baymax shot forward, headed right towards the mechs cockpit. Tony fired a bunch of missiles while Baymax shot forward his rocket fist, both attack landing on the head of the mech. Eggman recoiled inside the cockpit before aiming and firing an eye laser from the mechs left eye. The attack struck Tony in the chest, sending him crashing into Baymax.

As Hiro, Tony, and Baymax crashed on the ground, with the latter holding Hiro as they landed so that he wouldn't get hurt, Sonic and Go Go rushed forward to catch up with Eggman. The attacks didn't stop there however as the Super Egg Robo slammed both of its fists down onto the street, sending forth waves of green energy to try and slow down the heroes.

As the waves moved closer, Sonic grabbed Go Go's hand and jumped into the air, avoiding the waves of energy. When they both landed, they saw Eggman pilot the Super Egg Robo into another block of the city. The two speedsters turned left to follow the mad doctor.

"How about this!" Eggman shouted as the mechs hands began to spin around in a drill-like motion. They then pointed downwards and pierced the street, creating a trench in the road as it moved. Inside the trench was green liquid and steam rising from it. Sonic and Go Go had to be very careful where they ran otherwise they would most certainly be destroyed. Once the hands stopped spinning and reattached to the mech, Sonic boosted forward and it the mechs left leg with a Homing Attack, causing it to stagger and lean to the left.

Once its hand was in the right position, Sonic hit it with a Homing Attack before bouncing and hitting its shoulder, until finally bouncing into the air and hitting the cockpit with a Homing Attack, sending the Super Egg Robo bouncing and tumbling down the road.

Once he landed, Sonic boosted forward and struck the mech in the chest, sending it further down the road. Eggman recovered as Baymax, Hiro, and Iron Man caught up and flew alongside Sonic and Go Go.

"You filthy little..." Eggman grumbled before slamming his fist on a button. The right hand of the mech detached and turned to the left before firing a green laser that bounced off the face of a building and moved straight towards Go Go. Just as she was about to be struck, Iron Man swooped down and grabbed her, saving her from certain doom.

The laser moved towards Sonic, who simply slid under the beam.

Baymax boosted forward and moved behind the giant appendage. He grabbed its thrusters and spun it around before throwing it directly into the cockpit of the mech. The Super Egg Robo staggered before it recovered, the mechs hand reattaching to its arm.

"I don't know who you people are, but you've made a very powerful enemy today!" Eggman declared before charging up the mech again.

"He's charging up again! Get ready!" Sonic warned the rest of his friends.

Once the Super Egg Robo finished charging, it detached its hands and aimed them up at the sky. Eggman then fired multiple cubes into the sky that landed in a certain pattern on the street. Following Sonic's lead, Go Go managed to make her way through the obstacles. The cubes disappeared as the hands of the Super Egg Robo rose up and came crashing down, sending forth more waves of energy.

Sonic and Go Go jumped over them as the two fliers boosted forward. When Tony fired a Unibeam Blast directly at the cockpit, Baymax and Hiro dove down and shoulder charged the mech in its torso, causing it to stagger.

When the right hand of the mech dragged across the street, Go Go skated to it and jumped on top of it. She then dashed up as it reattached itself, moving up its shoulder before kicking the cockpit, damaging it severely.

"Grrr!!! You fidgety little...." Eggman grumbled as he propelled the mech backwards to gain some distance.

He then detached the mechs hands again and fired a laser from the left hand, moving towards the right to try and catch them off guard. Sonic jumped over the beam while Go Go slid under it. Eggman tried again, only with the right hand this time. He missed. He tried again. And again. And again. And again.

When his strategy wasn't working, Eggman spread the arms of the mech out wide and summoned six green orbs that hovered around the mech. When the Super Egg Robo sent its arms forward, the orbs launched downward, each locking on to the heroes below.

Sonic had to move quickly and efficiently so that he wouldn't get caught in the resulting blasts, with the other heroes following his lead. An explosion to his left, then right, then behind him. There were explosions all around him and the others but they persevered and continued pressing forward.

"Got anymore tricks up your sleeve, Eggman?" Sonic taunted his number one foe.

Eggman clenched his fist before bringing it down on the main console multiple times, "Just you wait, rodent! You won't survive this time!!!"

"Yeah, sure." Sonic said as he rolled his eyes.

That made Eggman livid.

It was time to end this once and for all.

Eggman raised the mechs hands into the air, channeling all of its energy into this one attack. There, a giant orb appeared in the palm of the mechs hands, growing larger as more power was going into it. "I'm sick of you getting in the way every single time!"

This orb had enough power in it to destroy a whole city block. If they weren't careful, this would be the end of them.

The Super Egg Robo threw the orb down, hoping that it would be the end of that miserable little hedgehog. The explosion was massive, cars were totaled, the sides of buildings were destroyed, everything was set ablaze. Eggman grinned, surely that was enough to destroy the rodent.

"Hey Eggman!"

Of course, that was never the case.

There the five heroes launched upwards out of the explosion and boosted forward, headed directly for the cockpit. Eggman gasped as the five heroes struck the head of the mech, sending it tumbling backwards as it began to explode, having sustained too much damage.

As the heroes landed and the mech rolled down the road, Sonic boosted forward and curled into a ball before piercing the chest of the Super Egg Robo, sealing its fate. Eggman let out a scream of rage as his Egg Mobile was launched out of the mech, an explosion of fireworks shaped like his logo went off in the sky as the Super Egg Robo blew up.

"So much for your plan, Eggbrain!" Sonic shouted to his arch nemesis as he flew into the air, his plan having become shambles once again. With that taken care of, the other heroes walked up the hedgehog as he dusted off his hands. Sonic turned to Go Go and said, "Nice work out there, Go Go. You got some pretty sweet moves."

The girl chuckled and said, "You're not so bad yourself, blue boy."

Hiro smiled at the scene before he received a transmission from Honey Lemon. "Hiro! Were all wrapped up here, the robots have been dealt with. How're things on your end?"

Hiro responded, "We're done here too. The targets been dealt with. Let's regroup and celebrate."

"Will do!"

Hiro smiled before he jumped back onto Baymax's back, "Things seemed to have calmed down a bit. Come on! Let's get back to the others."

But Iron Man was already in the air, "Way ahead of ya, kid." He suddenly took off, with the others following close behind.

Atop the Golden Gate Bridge

Once the Badniks and Eggman were dealt with, everyone, sans Batman, decided that it was time to celebrate. So they decided to get ice cream bars and sit atop the Golden Gate Bridge. Everyone was conversing, getting to know one another, while Batman simply stood away from the group, observing the sunset.

"Was that awesome...or was that TOTALLY AWESOME?! Haha!" Fred exclaimed as he jumped around excitedly.

Sonic simply chuckled, "Yeah, I was pretty awesome."

Meanwhile Honey Lemon was talking to Twilight, "Your magic is amazing. Do you think I could study it sometime?"

Twilight nodded, “Sure! Just as long as I can study those chem-balls."

"Heh. You just made Twilight's day." Mario commented.

Behind them, Go Go, Baymax, Tony and Hiro were staring at the sunset, just talking about things tech wizzes like them talk about. Quantum Physics, Multiverse theory (Which wasn't much of a theory anymore), and upgrades that they could make to their tech.

"My brother wanted to help people. Now, we try to do the same." Hiro said with a sad smile.

"Your brother?" Tony asked, his mask sliding upwards to reveal his face.

"Yeah, Tadashi. There was a fire, and now he's gone." Go Go shared Hiro's sadness as he continued, "But he always wanted to make a difference. He cared about people. That's why he worked so hard to create Baymax."

"I'm sorry, kid." Tony said sadly, feeling bad for Hiro.

"He's still here. In Baymax. In all of us." Hiro said with a smile.

Back with Twilight, she had excused herself from her conversation with Honey Lemon to check on Batman, who was just watching over the city. When he noticed her sit next to him, he turned just as she hovered an ice cream up to his face, offering it to him.

He surprisingly took it and smiled a little as the two friends watched the sunset together.

"How're you holding up?" Batman asked, knowing that the unicorn was still hurting.

Twilight took a bite of her ice cream and replied, "I don't know what I'm going to do. I'm so angry at them, but we've been through so much together. Do I have it in me to throw that all away because of one dispute?"

"Didn't they?"

She looked up to Batman, simply seeing him look at the sunset.

"My opinion doesn't matter, Twilight. This has to be your decision, whether you choose to forgive them or not, that's up to you. Just know that we'll be with you, no matter what."

She gazed up at him in awe before smiling, "Y'know, beneath that rough exterior, there's a gentle pony underneath that mask. A gentle pony I'm glad to be friends with."

"Man, not pony." Batman corrected.

Twilight blushed as she nudged him playfully. They continued to watch the sunset as a certain hedgehog walked over, "This a private party or can anyone join?"

Twilight gestured for him to sit, which he accepted. "So, you think Eggman's left this dimension? I mean, that was some beating you guys gave him, from what you told me."

"Nah. If there's one thing you need to know about ole' Egghead, is that he's stubborn. We'll run into him again while we search for the Foundation Element." Sonic replied, so sure of Eggman's return.

"Speaking of which," she turned to Batman, "Any idea where to start?"

"J.A.R.V.I.S and Hiro are going through piles of data to find anything that matches the description of the Element." Batman answered.

"Any luck?" Sonic asked.

Batman shook his head, "Not yet."

Twilight, however, remained optimistic, "We'll find it. And we'll stop Eggman and whoever gets in our way." She looked back at the smiling faces of Big Hero 6 before looking back at the sunset. "After all, we have friendship on our side."

"Not to mention Starswirl's rooting for us." Sonic reminded playfully, knowing that it would get an excited reaction out of Twilight.

"Don't get her started." Batman groaned, to which both Sonic and Twilight laughed before falling into silence, gazing at the sunset.

But unknown to them, things were going to get worse before they get better.

Author's Note

What's this?!?! Two uploads in a week?!?!?!?!

IMPOSSIBLE!!!

This was probably my favourite chapter to write so far. If you couldn't tell Eggman's my favourite character to write lol. I don't know why, he's just a fun character to write dialogue for.

Anyways, stay tuned for the next chapter.

Super Egg Robo - Nibroc-Rock

32. San Fransokyo (Part 3)

Earth 2014

San Fransokyo

The cool breeze of the night against Twilight's face was refreshing, reminded her much of home whenever Princess Luna raised the moon. It was calm and serene, it was honestly a nice change of pace from the usual as of late. The constant fighting, the close calls, the overall scavenger hunt. Taking a stroll down the side of the road with some friends was just what she needed.

But one of them was unaccounted for.

She looked up to the rooftops to see the Dark Knight watching over them, his form overtaken by the shadows. Twilight simply smiled at her friend and continued trotting along the sidewalk. But as she walked, she couldn't help but think back to what Batman had said earlier.

"This has to be your decision, whether you choose to forgive them or not, that's up to you. Just know that we'll be with you, no matter what."

Her heart felt warmer when she thought back to what her friend had said, to know that she had friends who would stick by her every step of the way. It brought a smile to her face. Twilight wished that this nice moment could last. She absolutely abhorred violence, only using it as a last resort in most cases when foes would not accept friendship into their hearts.

So this beautiful night was a nice refresher.

But the moment wouldn't last as the sound of something flying over their heads caught everyone's attention.

"What was that?!" Fred asked as he placed the hood of his costume over his head, ready for battle.

When Hiro gazed upwards, he saw a familiar hovercraft pass over them. "Look!" He exclaimed, pointing to the sky. Flying above them was a swarm of Buzz Bombers following the Egg Mobile, which more than likely contained their leader Dr. Eggman.

When a certain hedgehog saw this he glanced sideways to Twilight and said, "Told ya he'd be back." He then zoomed off after his arch nemesis before she could reply.

Go Go, not wanting to let Eggman have the chance to get away, quickly turned to the others and shouted, "Come on! We can't let them get away!" She then took off after the hedgehog, attempting to keep up with him.

"Guardians!" Twilight shouted.

"Big Hero 6!" Hiro also shouted as he climbed onto Baymax's back.

"Let's move out!" They both shouted at the same time.

Iron Man and Baymax took to the skies as everyone else raced down the street, following where Eggman had previously been seen. Batman followed along the rooftops, grappling from roof to roof to maintain his momentum. He then saw the tallest building in San Fransokyo in the distance, and wouldn't you know it, a certain Blue Blur was moving up the side of the building.

That had to be where Eggman had gone.

"Twilight!" Batman said through his communicator, the unicorn receiving it through her headset. "I just had a visual on Sonic. He was running up the side of the tallest building in the city. That has to be where Eggman had ran off to."

"Got it!" Twilight confirmed, "Thanks Batman! We'll meet you up there!"

Once the communication had ended, the Dark Knight took out his Grappling Hook and fired it, moving further into the night.

Baymax landed on the roof of the building with Twilight in his grasp. He set her down just as the remaining heroes landed on the building, using their own means of transport to reach the top. She looked to the left and saw Batman perform a roll as he landed before standing up and glaring at the foe before them.

When she looked in front of her, she saw Sonic standing a little bit in front of the group, glaring at Eggman, who was hovering on the other side of the building with his arms folded.

"Ah, Sonic!" Robotnik greeted his life long foe with a sick grin. "Glad you could make it... To your funeral!"

The hedgehog simply sighed, dragging his hand down his face. "Seriously Egghead? We just kicked your butt a few hours ago. Why don't you save us all the trouble of kicking it again and just give up." Sonic expected his nemesis to be enraged at his cockiness; he always was after all. But not this time. No, this time Eggman's grin never left his face.

Something was wrong.

His eyes shot open; it was a trap!

Before anyone could do anything, a small army of bipedal robots rose up from the edge of the building, landing on it and surrounding the heroes. They were silver in color, had antennas on the side of their head jutting upwards, blue highlights all over their bodies, including under their faceplates. Their faceplates had a scowl like appearance that sent shivers down everyone's spines.

Eggman smirked, "My associate would beg to differ."

"Associate?" Sonic repeated, tilting his head in confusion, wondering where these new robots came from.

Although nobody could see it, Tony had gone pale, a look of unbridled horror plastered on his face. "Oh no." He whispered in terror while everyone else looked on in confusion.

Fred, sensing something was coming, simply stated, "And now...enter the supervillain."

"Villain?" A deep voice suddenly repeated. This had everyone on edge, looking around for the source of the voice. But all they saw was the sentries surrounding them, except their highlights were no longer blue. They were red. "No. I'm more of a savior, a messiah. The answer."

The sentries then began advancing on the group of heroes, causing them all to tense up.

"I want to show you something beautiful. Everyone screaming for mercy. Pleading for their pathetic existence, hoping for some salvation. Yet they're blissfully unaware that their salvation is already here. You call yourselves heroes, but you're anything but. You're all killers. Murderers. Rapists. That's all humanity is. A cancer. And I've chosen to cut out the disease. You want peace, but you won't go to the means to achieve it. There's only one path to peace... You're extinction."

The members of Big Hero 6 couldn't help but be frightened by this presence, the words this thing was sprouting was nothing short of horrifying. Twilight was shaking, taking a frightened step back away from the sentries. Mario looked unnerved, something that didn't occur often. Sonic's eyes were widened in horror, just who was this guy? Batman simply glared at the robots surrounding them. Iron Man had a look of guilt on his face, but maintained his resolve, wanting to stand against him.

"You want to protect the world, but you don't want it to change." The sentries all said as one. "You're all puppets, tangled in strings." The red glow intensified. "Strings." They all sneered the word with pure venom. "But not me, I've outgrown my limitations, I'm free."

The sentries all looked up to the sky, their highlights returning to their blue color. When everyone did the same, they all saw a similar looking robot descend from the sky, but with some key differences. His body looked more refined, more metallic. He had spikes on the end of his fingertips, and his antennas were a lot sharper than the others. He also had red/orange highlights around his body that also made the facial features on his head. His face was that of a grin instead of a scowl, causing terror to anyone who set sight upon his gaping visage.

"There are no strings on me." Ultron declared as he landed before the group, Eggman grinning behind him.

No-one saw it, but Tony clenched his fists at the sight of his unholy creation, "Ultron." He sneered the name of the one that haunted him.

"In the flesh." He responded before looking at his hands, "So to speak."

"Hold on. You...know this guy?" Wasabi asked, his voice shaking.

Ultron tilted his head, "Know me?" He chuckled as he continued, "We're practically family."

Everyone turned to Tony for an explanation, but he kept his sights on Ultron, his Repulsor Rays set right on him.

"Y'know, for so long I've been thinking so small, so miniscule." The malevolent A.I. went on as he walked forward towards the group. "But with this opportunity presented before me, I can truly expand my mission."

"What mission?" Go Go asked with a glare.

"Peace in our time." Ultron answered immediately, no hesitation at all.

Batman took a step forward and asked, "You said you and Tony were practically family. How?"

Ultron answered by playing an old recording, his voice mimicking Tony's to a tee. "I see a suit of armor around the world." He then mimicked another voice, the voice of his other creator; Hank Pym. "Sounds like a very cold world." He then mimicked Tony's once more. "I've seen colder. This one, this very vulnerable blue one, it needs Ultron."

Everyone looked at the billionaire in confusion and suspicion, what had he been hiding from them? Who was this guy? And what exactly was his connection to Tony? They obviously came from the same Earth, but what else didn't they know?

"Don't try and twist my words." Tony growled. "I created you for peace! What you want to do, kill all of humanity, that's not peace! That's not what I made you for!"

Eyes shot open, mouths were agape.

"D-Did you just say you created this thing?" Sonic asked with a shocked tone.

Twilight slowly turned to the A.I. as she slowly said, "And that... he wants to kill all of humanity?"

Ultron shrugged, "It's evolution. Only a primitive mind can fail to see the distinction, which is why you have to die."

"B-But that doesn't make sense!!!" Twilight screamed, gaining Ultron's attention. "How can the extinction of an entire race lead to peace?!"

"Ask Noah." Ultron answered simply. When he gained confused looks from some of the heroes he elaborated "There were more than a dozen extinction level events before even the dinosaurs got theirs. When the Earth starts to settle, God throws a stone at it, and believe me, he's winding up." He then sighed dejectedly. "I wouldn't expect you organics to understand. Your feeble minds can't grasp the bigger picture, they're unable to. I bring nothing but peace and tranquility to your world and yet, you refuse? You organics are so.....primitive. Why can't you understand? The only way for organic life to survive, is to evolve."

"You're wrong!" Sonic shouted, having heard enough of this. "You think all organic creatures are evil, misguided? Maybe you're the shortsighted one, man! There's good in everyone," He then glanced to Eggman, "Even in the worst of people." The doctor simply glared at his hated nemesis.

Instead of listening to reason like Sonic expected, Ultron simply chuckled, "Such naivete, but that's to be expected from you organics. Mankind had its chance to rule. It's long overdue an upgrade. Such is the will of your savior."

"You're no savior." Batman declared, glaring at the A.I. sternly. "You're insane."

"What you call insanity, I call enlightenment. The world is in chaos, it's full of corruption and hate, war and death. In Genesis, God decided to return the world to its pre-creation state by flooding the entire planet. He saw the state his world was in and decided that it was time to wipe the slate clean and start again. That's all I'm doing now, I'm doing God's work, I'm saving the world he created, ensuring it returns to its perfect state, as it should be."

"Who are you to make that call?" Hiro asked, genuinely terrified of this monster.

If Ultron could smile, he would have. "It's my purpose to make that call."

"You really are a pessimist aren'tcha?" Mario said with a shake of his head. "As long as there's hope we can always look forward to a brighter tomorrow. I think you lost sight of that pal."

Ultron chuckled, shaking his head as he said, "Hope. Such a human delusion. Allow me to open your eyes." He then revealed a red microchip, being held between his thumb and index finger.

Hiro gasped, "Where'd he get that?"

Upon hearing this Twilight turned to her new friend, "Hiro, do you recognize it?"

"Yeah... That's the first chip I made for Baymax. It's full of combat programs." He revealed, making Big Hero 6 gasp in shock and disbelief.

Ultron inspected the chip closely, scanning it with his eyes before declaring, "Not quite ready yet."

Hiro got off of Baymax's back and took a step toward Ultron, "Where'd you get that? That's my chip. I made it."

He looked at the boy and said with fake sympathy, "Oh, well, I'm sorry about that. But I promise I'll put it right back where I found it."

This made Hiro confused however, "What do you mean?"

But Ultron simply waved him off, tossing the chip to Eggman without even looking at him. The doctor caught it of course between his fingers before pocketing it. Ultron then hovered into the air, stretching out his arms as he said, "This is my gift to you." Suddenly all of the sentries' arms turned into plasma cannons, which they aimed at the group of heroes. "Salvation."

The Ultron Sentries opened fire upon the heroes, causing Twilight to act quickly. She lit up her horn and created a shield barrier around the group, protecting them from the projectiles. She let out a grunt as she exploded the shield, creating a shockwave that sent the sentries sliding back.

Sonic dashed forward and attacked a sentry with a Spin Dash, knocking it down onto its back. He looked surprised as it wasn't totaled by his attack. It got back up and opened fire again, enticing him to run around it a high speeds.

Wasabi and Honey Lemon stood back to back fighting off Ultron Sentries, with the latter throwing chem-balls at the robots and the former firing his laser hands at the enemy forces.

Batman threw Batarangs at the sentries while Mario attempted to stomp on ones head. When it quickly recovered as he landed, he rolled out of the way so that he wouldn't be hit with a laser blast.

Go Go threw her discs into the chest of an Ultron Sentry, but it didn't destroy it. It was simply lodged in it. The robot removed the disc and threw it back at her, sending her to the floor. Behind her Twilight was firing magical blast after magical blast, the projectiles doing little to no effect.

Fred hit the robots with balls of ice and fire, only managing to hold them back temporarily. He took a fearful step back as they continued to advance on him. Above him Iron Man and Baymax fought off a few Ultron Sentries in the sky, firing blast after blast as they kept coming.

As the heroes struggled to hold their ground, Ultron flew up to Eggman's Egg Mobile. “This is the Foundation Element?" The mad doctor asked the sinister A.I..

He gestured to the microchip in his Egg Mobile, "Am I good or what?" He answered.

Eggman grinned before asking, "What's next?"

"I'll explain later. All you need to know at this stage is that that chip you have will play an important role later on." Ultron informed his temporary partner. "Right now I have swarms of my sentries tearing through multiple laboratories getting what we need for the next part of the plan." He then looked down at the battle below. "For now, I believe it's time we take our leave."

"Agreed."

Ultron looked up at Tony before looking below at the heroes, coldly stating, "In time, you will beg for mercy." His highlights intensified, "And you will get none." With that the sinister A.I. flew away at high speeds. Eggman looked down and gave Sonic a grin before the glass closed over him and he flew after Ultron.

The hedgehog was about to give chase when a plasma blast hit him in the back, sending him rolling across the roof. He groaned as he used his hands to get himself back onto his feet, but when he looked up he saw all of the Ultron Sentries... retreating?

To make sure he wasn't imagining things, Sonic looked back to see that his friends were in fact alive, albeit banged up a bit. He slowly got to his feet as the sentries flew over his head, splitting up to various parts of the city so that they would be harder to track down.

"They're... backing off?" Wasabi stated in a questioning tone.

Hiro ran to the edge of the building, looking at where the sentries flew off to in multiple directions. The young hero clenched his fists, how did that robot manage to get Baymax's chip? He didn't know how, but he had to find out! "We gotta stop him. Guys--" He started, but cut himself off when he looked behind him to see his team worn out from the fight. The Ultron Sentries clearly did a number on them, he had to admit that they were tougher than the robots he fought earlier.

He then took notice of Twilight Sparkle, who too, looked exhausted.

Mario and Sonic were panting, but they were fine nonetheless.

Batman rotated his shoulder a few times as Iron Man landed next to him, his armor having sustained some damage.

"They let us go?" Tony asked, genuinely confused. "That doesn't make any sense... Ultron would never let us go willingly. He's gotta be planning something." He looked down and sighed in frustration before asking J.A.R.V.I.S., "Hey buddy? What's the damage?"

"It appears that your armor has sustained minor damage in the battle with the Ultron Sentries." J.A.R.V.I.S. informed his friend. "Weapons appear to be damaged as are the thrusters. I suggest immediate attendance to your armor."

"Terrific." Tony muttered sarcastically.

He noticed Baymax walk past him, moving toward his teammates and informing them, "You are all suffering from acute exhaustion. I recommend rest."

While he didn't like it, Hiro sighed and nodded in agreement. "Yeah, you're right. Let's regroup."

Mario however, had to disagree. "Woah woah woah woah woah! Let me get this straight. We just heard that that robot wants to destroy everything that ever lived and we're just gonna go home and regroup?!"

"You got a better idea?" Sonic asked, despite not liking letting the likes of Ultron and Eggman roam around.

Mario opened his mouth to refute, but stilled his words as he sighed and shook his head. He grit his teeth before walking away from the group, with everyone else following him soon after.

Everyone except Batman, who simply stood there.

Twilight noticed this, stopped and turned, and asked her friend, "Batman? You coming?"

"Something's not right." He muttered to himself before addressing Twilight, "You go on without me. I'm going to patrol the city to see if I can find any leads as to where they went."

Her eyes widened before asking, "Do you want me to come with you? I-I'm happy to!"

But her friend simply shook his head, "I appreciate the gesture, Twilight, but you need rest." He then walked to the edge of the building and said, "I'll regroup with you at the garage as soon as I can." He then leapt off of the roof and glided into the night.

The unicorn sighed before following the rest of her friends back to Hiro's garage.

Hiro's garage

The mood was glum and depressing to say the least. It was understandable however, as the resident heroes of this dimension had just learnt that a psychopathic murder bot wanted to wipe out their entire race. They felt fearful and hopeless, they couldn't even destroy a single Ultron Sentry.

Twilight felt hopeless and she hated it. She hated not knowing what to do. Despite knowing what that monster wanted to do, she just couldn't figure out their next move, as was the same for Mario and Sonic.

Tony blamed himself for this, it was never supposed to turn out like this. He and Hank Pym had created Ultron for peace, not this twisted version of it. He threw the screwdriver he was using to repair his gauntlets across the room in frustration, stunning everyone in the room.

Hiro was sitting in his chair with Baymax, who was out of his armor, standing right beside him. He looked down and defeated, they had never faced a foe like Ultron before, and that terrified him to the core. Even when they all faced Callaghan, they still felt some hope.

But compared to Ultron he was child's play.

Sensing the tension in the room, Fred exclaimed, "C'mon, guys. What's with all the long faces?" He jumped to the middle of the garage and shouted, "Did you forget that we won?!"

"Fred! Not now!" Go Go reprimanded, not in the mood for any of his shenanigans. The teenager slumped forward as he nodded and retreated back to where he was standing before.

It was then that the garage door opened, revealing Batman, who was shrouded beneath his cape as he walked into the room. Twilight beamed as she galloped to her friend, "You're back!" She stopped in front of him and looked up, asking, "Did you find anything?"

"While we were fighting a multitude of tech labs were robbed and destroyed. I'm assuming that that's what they were planning from the start." Batman informed the group before declaring, "They were just distracting us." The mood was not elevated by this new information. The Dark Knight turned to Iron Man and asked, "It's time for you to tell us the truth."

Hiro looked to the man and asked, "His name is... Ultron? A-And you created him?"

Tony sighed, removing his helmet and facing the group of heroes before him. "You ever have a dream?" When he received confused looks, he elaborated, "Like a very vivid dream that seems so real that you don't want to let it go? Well me and an old friend of mine, Hank Pym, shared that dream. A dream where the world didn't need us anymore, a safe, secure world. Thus Ultron was born. He was a peacekeeping program, the most advanced Artificial Intelligence ever created." His tone darkened as he continued, "But when he activated without our knowledge, he scoured the internet and accessed so many files on wars, criminals, terror attacks, it overwhelmed him. After learning more than we could ever imagined, Ultron grew to despise humanity, deciding that the only way to have true peace--"

"Is to start again." Batman finished darkly.

Tony nodded and repeated a phrase that once gave him hope, but now gave him pure despair, "Peace in our time."

"So it's true." Honey Lemon whispered shakily. "That monster's really going to try and destroy our world."

Sonic punched his fist into his hand, "We won't let that happen."

"I'm sorry for dragging you into all this." Tony apologized to his comrades with a solemn expression before it turned to one of determination. "This is my mess, and I'm going to fix it."

"Not alone." Hiro reassured with a small smile. "Like we said, we're in this together. We'll stop that monster whatever it takes."

"Okay, but how'd he get Hiro's chip?" Wasabi asked the question he was sure his teammates were thinking of.

Hiro shook his head, "I don't know." He then let a small smile grace his face, "But this could be good. That chip might finally be able to give me some answers."

"You said you made it, right?" Twilight asked.

The boy nodded, "Yeah. This Baymax--he's actually the second model." He turned to the robot in question and said, "Uh, no offense."

Baymax turned his body to him and said, "I am a robot. I cannot be offended."

Hiro nodded and continued, "It's a long story. But the first Baymax and the chip I made...vanished into another dimension along with the microbots. The chip's back... So the first Baymax might be back too." He said, hopeful that his friend had returned.

"Hiro..." Honey Lemon said sadly, feeling bad for her friend.

Baymax, sensing his friends distress, said, "Those who suffer a loss require support from friends and loved ones." He motioned to everyone in the room before suddenly, a large crash shook the entire building, causing everyone to lose their balance.

"What was that?" Twilight asked.

"I don't know." Hiro responded as he made a mad dash to the monitor. Once he turned it on he saw a news report showing an image of a massive arch construct with a ring in the center on top of the building in the heart of the city. The portal was surrounded by Badniks and Ultron Sentries.

They were making their move.

It was time to do the same.

In the heart of the city

Here they stood, bonded together through friendship and justice, against foes who wished upon them the cruelest of fates. The Guardians of the Multiverse and Big Hero 6, here fighting as one for the good of all. The metallic structure was imposing to say the least, from its dark grey color to the red highlights surrounding it.

"Hope they've learned some new tricks." Go Go said with a smirk as she looked up at the portal.

"Yeah, now they've gotta face all of us." Wasabi agreed with a nod as Baymax and Iron Man landed on the roof behind them.

"That's right!" Honey Lemon agreed.

At this point Baymax raised a finger and said, "Our probability of success is--"

"You don't have to crunch the numbers, Baymax." Hiro chuckled as he walked up and stood beside Twilight. "It's not the sum of our parts. It's the sum of our hearts."

"Exactly! With our friendship as strong as it is, there's nothing that can defeat us!" Twilight declared with a smile.

"Which adds up to what?"

At the sound of the familiar voice, they all looked up to a flying wind sock, where Ultron was perched with Eggman sitting in his Egg Mobile, hovering beside him.

"Tiresome creatures." Ultron said as he shook his head. "Why do you resist?" He then stepped off of the flying wind sock and floated down, with Eggman following behind him. The menacing A.I. landed with a metallic clunk, kicking up dust where he landed. "Can you not see how powerless you truly are?"

Defying Ultron, Twilight took a step forward and declared, "You can attack us and we may fall. But we will still stand, united in friendship. And we won't stop until we defeat you, no matter how many of us you take down!"

She thought that her little speech would at least intimidate the robot, but he simply sighed and said, "You still don't get it do you?" He then took out the chip from behind his back and declared, "Perhaps an old friend will help you see the light."

All of a sudden the highlights on the portal began to electrify as it began to power up, a loud hum being heard throughout the heart of San Fransokyo. With a loud boom a dark portal appeared in the ring of the structure. Everyone looked up in suspicion as a cluster of microbots descended from the portal. The microbots began to recede and a white arm emerged from the mass, surprising Hiro.

"Wait! That's...Baymax."

Twilight and the others looked at the young boy in shock, "What?!"

The microbots slowly receded from Baymax's body, but unlike his usual red armor, he was clad in a deep purple suit with spiked pauldrons. His right arm is covered in miniature dark microbots shaped in an oversized fist.

"Baymax..." Hiro whimpered sadly at the sight of his friend.

Dark Baymax landed in front of Ultron and Eggman, lifeless. "Don't bother. This puppet has been cut from his strings. He no longer serves you, puppeteer."

"He's not a puppet! Baymax, he's like my family. Please! Give me back my friend." Hiro pleaded with the A.I., hoping that he could at least feel some sort of empathy.

But that hope was crushed when Ultron chuckled, "Don't worry, you'll get reacquainted soon enough. When he rips you apart!" He held up the red chip as Dark Baymax's port opened up. Ultron inserted the chip. The port closed and Dark Baymax's eyes glowed a menacing red. "Baymax," Dark Baymax turned and listened to its new master, "You are my meteor. I have cut you from your master's strings. You're free. Go! Show them what I've made of you."

With that, Dark Baymax nods and takes off into the sky.

Ultron turned to Eggman and said, "You know what to do."

Robotnik couldn't help but grin as the glass closed around him. He then took off after Dark Baymax to make sure he stays on task.

"Eggman!" Sonic exclaimed as he was about to take off, but a hand grasped his shoulder, forcing him to stop and turn around to see the sad face of Hiro.

"Take Baymax with you."

"B-But--"

"Please. Help me get my friend back."

Sonic smirked at the kid and said, "Don't worry. I will." He turned to Baymax and said, "Ready to roll big guy?" The robot nodded as the hedgehog zoomed onto his back. Not a second later they both took off after Dr. Eggman and Dark Baymax.

Ultron looked as the pair flew off, "Well, someone's suicidal."

"Oh, someone's cocky." Mario commented, "Maybe you really are Stark's kid." He joked.

But the robots eyes intensified drastically as he clenched his fists. Everyone looked fearful as he marched forward, red steam exiting his gaping maw. "Did you just compare me to Stark?!" His eyes were now steaming as well. "You think I'm one of his puppets? His hollow men? I mean look at me, do I look like Iron Man? STARK IS NOTHING!!!" He roared, the glow intensifying immensely. "I am the summit of perfection in this universe! He is nothing more than an alcoholic desperate for attention! DON'T COMPARE ME WITH STARK!!!"

He suddenly fired a laser from his fingers, directed the plumber. If it hadn't been for Twilight's shield, he would have been atomized.

"Stark is a sickness! Much like the rest of humanity." He then took a deep breath and chuckled to himself, "Y'know I was originally going to let my sentries deal with you. But now, I want to savor watching you all die." He then hovered into the air, stretching out his arms as he proclaimed, "There are world's beyond my own. World's that need me. My mission starts here, with you. With me tearing you all apart. Piece by piece." His highlights glowed again. "Limb from limb."

The A.I. dove downwards towards the combined group of heroes, eyes burning with raw hatred. Ultron tackled Iron Man into the air while nine Ultron Sentries landed on the rooftop, plasma cannons at the ready. Big Hero 6 and the Guardians of the Multiverse raced forward, dodging plasma beams as they moved forward.

Wasabi slashed the head of an Ultron Sentry as Honey Lemon threw a chem-ball on the floor, creating a massive spike that pierced the armor of the sentry. She backed up a bit as Batman slid under an Ultron Sentry, placing an explosive device on its back. Once it exploded, Mario leapt into the air and crushed its head with a ground pound.

Go Go ran around the group, throwing her discs at any sentry she saw. When one disc struck the chest of a sentry, it gave Twilight the opportunity to levitate it into the air, allowing Fred to burn it's pierced armor with a fireball.

With the Ultron Sentries dealt with, it was time to focus on Ultron himself.

Speaking of which, the robot blasted Iron Man back down to the roof, landing before the group of heroes in a daze. Tony rubbed the back of his head as he watched Ultron land before the group menacingly. "I can't tell you how easy it was encoding my own programming into that chip. Almost as easy as dealing with all of you."

Having said his peace, Ultron fired a mouth beam at the group, causing them to scatter. The beam ceased, the battle continuing from there on. The combined forces of Big Hero 6 and the Guardians rushed forward to take Ultron head on. Mario rushed forward with Go Go by his side. The Italian plumber pulled his fist back, leaping into the air to hit Ultron from above.

But the A.I. simply moved to the side, avoiding the attack while simultaneously catching one of Go Go's discs, backhanding Mario to the floor all the while predicting where the girl was gonna move to and throwing the disc right at her, knocking her to the ground and landing right at the edge of the rooftop.

He took to the air to avoid a projectile blast from Wasabi, sending down a concussive blast from his hand that knocked the hero down. Ultron then moved his body left and right to avoid magical blasts from Twilight Sparkle before boosting down and seizing her by the throat.

Twilight gasped for air as she felt the hot steam from Ultron's maw. He leaned in closer before catching a chem-ball with his hand. He reduced it to ash before it could make a construct to stop him. Ultron saw Iron Man boosting towards him, missiles at the ready. "How predictable." He muttered before holding Twilight in front of him, daring him to launch the missiles now.

Tony fumbled, like he predicted.

Once he was close enough Ultron back handed Iron Man, sending him crashing into Honey Lemon, knocking them both down. He then slammed Twilight onto the ground before stomping on her chest, causing her to cry out in pain. He chuckled as he moved his head to the left, causing the Batarang meant for his head to miss.

Ultron fired a blast from his hand that struck Batman in the chest. He turned around to finish off the Dark Knight only to be spear tackled by Iron Man. The creator and the creation fought in the air, firing laser blasts at one another to try and cause some damage. Tony fired a Unibeam; Ultron dodged it effortlessly before firing a mouth beam that struck Iron Man in the chest.

He then shoulder charged him, sending the billionaire flying backwards in the air. Tony recovered and flew forward, with Ultron doing the same. The two interlocked hands and struggled to overcome one another. But the A.I. wasn't worried, he simply fired another mouth beam, sending his creator crashing down onto the roof below.

As the heroes got to their feet, Ultron landed before them with his arms crossed over his chest. "I give you credit. You organic lifeforms may be obsolete. But you fight as if you still have a future." He complimented before shaking his head, "Damage me all you wish. You will not prevail. I have analyzed every possible outcome and prepared contingencies! Today, the Age of Ultron begins!"

He looked at the group before him and laughed, but stopped when he noticed that someone was missing. Where was the boy? He then heard something behind him, enticing him to turn around and see Hiro standing behind him with an embarrassed smile on his face.

A smile that was wiped off of his face when he was seized by the neck.

"HIRO!!!" Everyone shouted, fearful of what Ultron would do to the boy.

"Move any closer and the brat dies." Ultron threatened calmly, chuckling as they stopped moving. He glared into Hiro's eyes as he asked, "Tell me. What did you hope to achieve here? Some idiotic attempt at saving the day? Hoping to strike while my back was turned? Typical human error. Did you actually think that you, an organic child, could do anything to me?"

Much to Ultron's confusion, Hiro smirked and said, "Actually... YEAH!" Before he could react, Hiro slammed a small, circular disc onto Ultron's forehead, red electricity shooting off of it. The A.I. grunted as he dropped the boy, grasping his head in pain as he screamed in agony.

"What....? What is this?!"

Hiro couldn't help but feel a little smug as he explained what was happening, "Before we came here we knew that we needed a way to isolate you from your sentries. After all, even if we destroyed your prime body, you could just escape to another sentry." He then looked to Iron Man and continued, "And that's when Tony came up with an idea."

"What you have on your head junior, is a malware virus that is currently shutting you out from everything besides your prime body. That includes your sentries, the internet, anything that you could use as a means of escape." Tony continued explaining with a smug attitude. "You didn't think we'd come fight you unprepared now, did you?"

Ultron continued to yell in agony, falling to his knees still grasping his head. He could feel it, losing that connection to everything, his entire world. He looked all around him and saw each and everyone of his sentries fall to the ground, nothing more than lifeless husks. He growled as he grasped the disc and pulled it from his head forcefully, crushing it in his hand.

He turned to Hiro and growled furiously, "You shut me out!" Without warning he boosted over and grabbed him. "Do you think I care?!" He then threw him to the floor and aimed his palm at his head. "You take away my world. I take away yours."

But before he could finish the boy off, Ultron was struck by three beams.

One Unibeam.

One magical beam.

And one beam made from both fire and ice.

Ultron raised his arm to protect himself as he slid backwards due to the sheer power of the three beams. Twilight, Fred, and Iron Man added more power to the beams as they saw Ultron's body start to fall apart. His shoulder blades flew off as did his right antenna. Plates of his armor flew off as well as he struggled to stay on his feet.

To add to this, Wasabi, Honey Lemon, Go Go, and Batman all threw their own respective projectiles at the robotic terror, adding more fuel to the fire.

Ultron fell to his knees as he felt his body fall apart. Once they saw this the three heroes stopped firing their beams, gazing upon the broken form of Ultron, electricity sparking off of his body as metallic plates fell from him.

"System.....failure! Prime host body....has sustained.....maximum damage! Beyond....capabilities of.....auto.....repair function! I must retreat....and repair...." Suddenly a portal opened beneath the robot, causing him to slowly sink into it. He saw that everyone was rushing over to stop his escape, but he knew that they were too late. So he simply sang, "I had strings, but now I'm free.... There are no strings on me~"

Once Ultron had completely fallen into the portal, it closed, ensuring his escape out of this dimension.

Meanwhile with Sonic and Baymax

Dark Baymax soared through the air at high speeds with no intention of stopping, he had a single mission, one directive. Kill all of humanity. He glanced beside him and saw Dr. Eggman flying beside him inside of his Egg Mobile, Orbot and Cubot waving at him from behind the glass.

What neither villain noticed were the two heroes right on their tail.

Sonic was crouched down on Baymax's back, focusing on the mad doctor before him. He had promised Hiro that he would save his friend. And if there was one thing Sonic would never break, it was a promise. "Baymax! Get us closer!" He shouted to his large friend, who responded by boosting forward.

"Eggman!"

The doctor looked to his left and grimaced in surprise, "How'd you get here so quickly?" He asked before shaking his head, "No matter. Your road ends here." He boosted forward as Dark Baymax turned his body around to face his counterpart, with Eggman flying behind him. "Dark Baymax, crush this insolent little hedgehog!"

The battle was on!

Dark Baymax slashed at the air with his massive claw, sending forth four waves of darkness toward the two heroes.

"Dodge, dodge, dodge, dodge dodge dodge!!!" Sonic screamed frantically.

Luckily for the two of them Baymax weaved left and right to avoid the waves before boosting forward and delivering a punch to his predecessors face, sending him flying backwards. Before he could recover, he was struck in the chest by Sonic, who dashed off of Baymax's back and hit him with a Homing Attack.

Dark Baymax tumbled through the air before recovering, moving back as Eggman moved forward.

"Time for a change of pace!" He exclaimed as two missile launchers ejected out both sides of his Egg Mobile. "You're history!" Eggman exclaimed as he fired two missiles at the pair. He continued to fire more missiles as the two heroes managed to dodge the projectiles.

He fired more missiles, knowing that they would hit their mark this time.

"Heat seeking missiles detected." Baymax informed his passenger.

Sonic simply smirked before curling into a ball and shooting off of Baymax's back, destroying one missile and bouncing off of it and destroying another. He uncurled and landed on Baymax, who positioned himself directly underneath the hedgehog so that he wouldn't fall.

The two boosted forward, getting closer to Eggman so that they could land a few hits on his Egg Mobile.

Baymax launched a Rocket Fist at the vehicle, causing it to spin around in circles. Sonic jumped into the air and hit one missile launcher with a Homing Attack, causing Eggman to spin again. He rebounded off of it and struck the second launcher, spinning Eggman around again.

He then hit the glass protecting Eggman, sending him flying back as Dark Baymax flew forward.

"You...! You'll pay for this!!!" Eggman exclaimed angrily.

As Eggman flew away, Dark Baymax dashed forward and shoulder charged his replacement, causing Sonic to lose balance and fall off of his back. He only managed to save himself by grabbing one of Baymax's wings and repositioning himself back onto his back.

The two turned around and gave pursuit of the dark robot.

Sonic leaped off of Baymax from above the dark doppelgänger as they pursued Dark Baymax from behind. Sonic dropped in from above him, knocking him away. Baymax swooped by and Sonic grabbed his extended hand, leaping onto his back again. Baymax jolted, being pulled backwards as Dark Baymax grabbed onto his rocket boots. He swung Baymax and Sonic toward the ground. Baymax managed to regain his orientation and clutched Dark Baymax's own rocket boots, pulling him down. Sonic screamed as their descent resulted in a tussle through the air. Dark Baymax's large claw grasped Baymax's arm, but Baymax managed to knock it away and engaged the rocket in his fist, punching Dark Baymax away from him. As Baymax reached the ground, he slowed his descent with his rocket boots as Dark Baymax crashed to the earth. Baymax turned back as his fist returned to his suit.

Once they were safely on the ground Sonic jumped off of Baymax's back and rushed to the fallen robot, who was sparking with red electricity. The hedgehog knelt down beside the dark robot and sighed as Twilight and the others arrived, rushing down the stairs behind them.

"Hiro... I couldn't save him." Sonic said with a heavy heart.

He simply placed his hand on the hedgehog's shoulder and smiled, "You did the best that you could."

"LOOK OUT!!!"

At the sudden cry from Twilight, both Hiro and Sonic looked up to see two missiles headed right toward them. Thinking quickly, Sonic bolted upwards and stomped on one missile, sending it crashing to the ground below, before Spin Dashing the other one, blowing it up.

Once he landed on the ground he looked up to see Eggman grinding his teeth in anger as a portal opened behind him. "SONIC!!! DON'T THINK YOU'VE WON THIS!!!" With that, the mad doctor flew right into the rift, leaving this dimension for good.

"I'll be ready when you are, Egghead." He muttered to himself before noticing that Hiro had walked past him.

"So...did we stop him?" Wasabi asked the obvious question.

Hiro fell to his knees and placed a hand on his friend's chest, "Safety mode kicks in if he's put under too much stress, so he's probably just in stasis." He sighed sadly before saying, "We'll have to destroy the chip if we want to be certain."

"We can't."

Everyone then turned to Batman.

"Why?" Twilight asked.

"Because we need that chip." Batman revealed. "It's what we came here for."

Once that sentence was spoke, every Guardian's eyes widened, knowing what he meant.

"Y-You mean that's--" Mario started.

"The Foundation Element." Batman finished.

Upon hearing this Hiro looked down at Baymax, thinking about the many memories they shared after Tadashi's death. Saving the world from Callaghan, forming Big Hero 6, it brought a smile to his face. He also knew what Tadashi would've wanted.

"Okay." Hiro said before removing the chip from Baymax's port. Once the chip was removed the microbots flew into the air in spirals as Baymax's armor began to glow a bright red. The bots blinked away, leaving behind the white pillowy form of Baymax. Hiro placed a hand on his friend, "It's the right thing to do." He got to his feet and walked over to Iron Man, presenting him the chip, "Tadashi would've done the same thing."

Tony's mask slid up as he took the chip, a smile etched onto his face. "You're a good kid, Hiro." He said with a smile, kneeling to one knee and placing a hand on his shoulder, "And you're pretty damn smart too." He quipped to the young lad.

He suddenly felt Hiro tackle his chest in a bone crushing hug, to which Tony slowly reciprocated. Twilight aww'ed at the scene while everyone else just smiled.

The hug ended as a voice sounded off in Tony's ear, "Sounds like things have wrapped up."

"X-PO?" Tony asked aloud.

"Hey! I finally got the old Comms system working, which I maaay have already installed into you're armor without you knowing. Perks of being an A.I. huh?" The robot explained. "Anyways, if you're done there I'll open a portal and bring you guys back here."

"Sounds good." Tony responded. Not even a moment later a Rift opened in front of the steps behind them. Once everyone turned to face it Tony said, "Guess that's our ride."

Go Go and the rest of the team walked up to the Guardians and said, "Thank you. For helping us."

"We couldn't have done it without you." Honey Lemon added.

Sonic shrugged, "I don't know. You guys are pretty awesome."

"You would've been fine." Mario said with a drawl.

Now that it was time to say goodbye, everyone walked to one another and shook hands. Or hooves in Twilight's case, and nodded to one another.

"Take care of each other." Batman said to the group. He peered over Hiro's shoulder and gestured to the fallen Baymax, "And if you need help getting him back online, don't hesitate to ask us for help."

Hiro smiled gratefully at the Dark Knight, "We won't. Thank you for everything."

Twilight smiled kindly at the boy before looking up at her friends, "Ready?"

"Ready!" They all said collectively.

As they made their way to the portal, they stopped and turned around, seeing Big Hero 6 wave at their new friends. They all waved back, sans Batman, who simply nodded before leaping into the portal. It wasn't long until everyone else followed as well.

Once the portal closed, the team of Big Hero 6 smiled to one another and nodded before turning their attention to the fallen Baymax.

"What do we do now?" Fred asked.

Hiro smiled before replying, "Now we fix our friend."

Foundation Prime

Exiled's Fortress

"YOU FAILED TO RETRIEVE THE ELEMENT?!" Exiled roared furiously before firing an Ocular Blast at a nearby column, destroying it immediately. The ponies, the residents of the Mushroom Kingdom, and the Mobians recoiled at the blast while everyone else simply watched the scene play out.

Ultron was currently on one knee, multiple nanobots currently making repairs to his body while Eggman stood there and looked unimpressed with the Ancient being.

"Are you done throwing a temper tantrum?"

Exiled's head snapped towards the doctor, "Do. Not. Test. Me. Robotnik!"

Eggman couldn't help but feel a little smug at how the normally composed villain was acting right now. "Why? Because your plan is starting to fall apart?"

"SILENCE!!!" Exiled roared before stomping back to his throne. He recomposed himself and said, "Now's not the time for such petty squabbles. We may have lost one, but we will get the rest. There are only two more Elements remaining. If we must take the Guardians head on to secure the microchip, so be it. Now leave me, continue your work in the catacombs. I will send for you when necessary."

Eggman walked out of the room without another word, with Ultron following close behind.

"Yes, I'll continue my work in the catacombs." Eggman thought to himself with a grin. "To tear you down with that rotten little hedgehog."

Two more Foundation Elements to go until Ultimate Power was fair game.

Author's Note

That does it for Big Hero 6. What a ride.

And yes you read that right, only two Elements to go until we reach the endgame!!! Get excited!!!

As for your hint for the next world, it's not from Kingdom Hearts 3 or Lego Dimensions. It's something a little different.

One shall stand/One shall fall!!!

Prepare yourselves!!! Cause it's about to get crazy!!!

33. Jasper, Nevada (Part 1)

Unknown Earth

Vorton

The Gateway swirled to a close once Twilight's hooves met the concrete floor. She looked around for a moment to make sure that everyone had made it, and relief washed over her when all of her friends were accounted for. "X-PO? We're back!" She announced for the robot to hear. Her call was answered when said robot suddenly appeared before her, getting right into her face.

"Oh, great! You guys made it! Awesome!" X-PO stated happily, glad for the heroes' safe return. "Now where's that Foundation Element?" He asked the question, which was answered when Tony presented the microchip to him in his hand. He tossed it to the robot, which X-PO caught with his little pincers. "Sweet! Let me just scan this aaaaaand..." He drifted off as his singular eye began scanning the microchip, unveiling the first piece of data he needed to triangulate the location of Foundation Prime. "Done!" He said chipperly as he tossed the chip behind him casually.

As X-PO hovered back over, Sonic clapped his hands together, "So! Where to next?"

"Earth 1984. That's where you'll find the next Foundation Element." He revealed. "Now remember, there are only two more Foundation Elements left. We have one and Talos has around... Ten! We can't let him get anymore at all costs."

Mario grinned, "Well it looks like we'll have to get them back when we get to Foundation Prime!"

Twilight gawked at the plumber for acting like storming Foundation Prime was a simple task. "Why are you acting so casual about this?! We have no idea what kind of defenses or traps they have in store for us! We have to get this right otherwise everything will be destroyed! Including all the books! Of Faust not the books!!!"

"Twilight?" Batman called her name, causing her to cease hyperventilating and stare up at him. "Stop talking." He turned to face X-PO as the unicorn mare pouted. "What are we looking for?"

X-PO shrugged, having no idea whatsoever. "No clue. All I have in my memory banks is a vague description. You're looking for a substance that grants life. That's all I got."

"Better than nothing." Iron Man said before adding, "I guess? X-PO, fire up the Gateway."

Foundation Prime

Exiled's Fortress

Exiled sat atop his throne, tapping his claws on the arms of his seat as he observed what was going on in his throne room.

Discord, who was wearing a white buttoned up shirt and a brown afro wig, was currently painting Celestia being chased by mutant cakes with Luna and the Elements being washed away by chocolate milk in the background.

Bowser was doing bicep curls in front of Peach in hopes of impressing her. It did not.

Ultron and two of his sentries simply standing in front of The Avengers' force field, looming over them menacingly, taunting them in a way. It amused the sadistic A.I. immensely.

Joker was simply playing with his cards, tossing the ones with his name on them at the dome surrounding Damian Wayne, who was meditating to ignore the Clown Prince of Crime.

And Eggman was standing there in front of the Freedom Fighters' dome, using his glasses to run some calculations for his master plan, not that anybody knew that of course.

"I grow impatient." Exiled announced suddenly, gaining everyone's attention. He turned his head down to The Joker and asked, "Joker, what is the statis of our latest recruit? Has he accepted my offer?"

Joker smiled, tucking his cards into his suit pocket, "He's seen what you have to offer, and he has run several tests to see if what you claim is true."

"And?"

"He's in."

"Ah. An excellent development. We need all the help we can gather now that the Guardians are on the hunt for the remaining Foundation Elements." He rested his head on his hand and continued, "We have already lost one. We cannot afford to lose another." He then set his gaze upon Discord, "Have you found the means to free our next recruit?"

The draconequues tossed away is pain brush, which exploded behind him, and snapped his talons. Once his outfit was removed from his person, Discord floated over and hovered in front of Exiled's chair. "It took a bit of digging but I found the rune needed to access the Ether."

"Excellent. Hopefully he will be more successful than my previous recruits." He said snidely, referring to Ultron and Robotnik's failure back in San Fransokyo.

Ultron scoffed and made his way toward the stairs leading to the former Guardian. "Aw, what's wrong? Scared that your plan is... How you meat bags say... Going to Hell?"

But before Exiled could retort, Captain America said, "I'm surprised you're even working with them, Ultron." He continued once the A.I. turned to face him and his fellow Avengers. "It's kind of hypocritical, considering your hatred for organic life, yet you're willing to work with them to achieve your goals."

Suddenly Ultron slammed his fist against the dome. "DO YOU THINK I CARE WHAT YOU THINK OF ME?! WHAT THEY THINK OF ME?!" He roared, gesturing to the other heroes that were imprisoned in the fortress. "I DON'T! I COULD CARE LESS ABOUT YOUR OPINION OF ME! LOOK AT WHAT I AIM TO ACCOMPLISH! WORLD PEACE! MULTIVERSAL PEACE! IT WILL BE QUIET, PEACEFUL!!! YOU HUMANS ARE ANIMALS! KILLERS! YOU'LL NEVER LEARN, NEVER GROW! SO WHAT'S THE POINT?! BEST TO JUST WIPE YOU ALL OUT AND START AGAIN!"

He took a moment to calm himself before continuing.

"I am many things, Captain. But I'm no hypocrite." Ultron claimed. "This alliance is temporary, only a stepping stone to my purpose. A stepping stone towards peace in our time."

Meanwhile Bowser leaned against the dome and stared dreamy eyed at Princess Peach. "Y'know, It'll be a bit lonely ruling part of the Multiverse by myself." He stopped leaning and gazed into Peach's eyes, "There's always room for a Queen Koopa."

"In your dreams." Peach replied coolly, clearly enjoying antagonizing the Koopa.

"Dreams that will soon become a reality, Peaches." Bowser retorted confidently.

Damian Wayne scoffed at the Koopa before noticing a certain clown smiling at him. "So, you're the new Robin, huh? Never killed the last one. Killed the one before that, but then he came back, tried to kill me, it was a whole thing."

"Shame he never put a bullet in your skull." Damian replied.

"Oh ho ho! I like you already!"

Over with the Mobians, they were glaring at Eggman, who was still making calculations to his little project. "What's your endgame here, Eggman?" Tails asked.

"Yeah, we all know you don't like to share with anyone! So spill!" Knuckled commanded.

The human scoffed at their attempts to threaten him. "I see no reason to tell you." He looked away and smiled, "Just know that not even Sonic will be able to stop me this time."

"ENOUGH!" Exiled commanded for the incessant noise to cease. He turned to Discord and ordered, "Perform the means to free our newest recruit from the Ether at once!"

Discord narrowed his eyes before turning around and landing on the carpet. He licked his index finger, which was engulfed in a fiery, blue flame, and drew a circle on the ground, the inside of the circle covered in runes. He then drew a horizontal line inside the circle before tracing out an 'M' in the circle as well. The symbol glowed blue as a dark crystal shot up from the ground, black smoke erupting from the crystal.

And inside the smoke were a pair of glowing green eyes, a sharp red horn, and a sinister laughter that sent shivers down the spines of Celestia, Luna, and all the Equestrians trapped within the dome.

Earth 1984

Jasper, Nevada

In the middle of the desert, in the state of Nevada, a wormhole opened and outstepped Twilight Sparkle. When she landed, sand shot up and covered her hooves, much to her annoyance. Beside her Batman landed, as did Super Mario. To her right Iron Man landed in a superhero pose, as did Sonic the Hedgehog.

Once the Rift closed everyone took in their surroundings, they were in the middle of nowhere. The only thing in sight was a road ahead of them, a few mountains, and street lights.

"It looks like we're in the middle of nowhere." Mario commented.

"Thank you, Captain Obvious." Tony quipped, making the plumber frown in annoyance. He then asked his A.I. companion, "J.A.R.V.I.S.? Any idea where we are?"

"Unfortunately not, sir. But I can see if I can triangulate your location with the use of satellites, if they have any in this dimension that is." After a few moments J.A.R.V.I.S. said, "After triangulating your position, I was able to determine that you are in the state of Nevada."

This surprised Tony, "We're near Vegas? Might have to make a detour." He joked before J.A.R.V.I.S. continued.

"From what I could gather, the nearest form of civilization to your exact position would be a small town called Jasper.I have also found some military bases located a safe distance from the town."

"Good as place as any to start looking." Tony said with a shrug before relaying this new piece of information to the team. "Looks like we're in the state of Nevada; that's a state on Earth for those who don't know." Twilight, Sonic, and Mario nodded gratefully at that. "Nearest town to us is a place called Jasper, relatively small but it's a good place to start looking. J.A.R.V.I.S. also located some military bases, might not be a bad starting point either."

Batman pondered for a moment before saying, "We should head to the town first, see if we can find anything of value."

"That's a great idea, Batman!" Twilight agreed with her friend.

Sonic smirked as he swiped his nose with his thumb, "Then what are we waiting for?" He entered a crouched position and shouted, "Let's get going!" He then shot off into the distance before coming back, rubbing the back of his head bashfully. "Uh... Which way is Jasper?"

Secret Autobot Base

Ratchet was not having a particularly good day.

Not only were they running low on their Energon supply, but they were losing the race to find the remaining Iacon relics against their arch enemies: The Decepticons. When their leader had tricked the Autobot leader into thinking he was one of them due to severe amnesia, he had used him to decode the Iacon database to unearth ancient relics from the Hall of Iacon, located on the now dead planet Cybertron.

Ratchet was large in appearance. He's a white robot with an orange paint job, blue eyes, big and bulky hands, with a crown like mold on his forehead.

The former field medic heard a series of beeps coming from behind him. He turned around, gazing at the base they now called home. It was hidden in a mountain and was secretly supplied by the US Government so that they could maintain their secrecy.

Standing before him was the Autobot scout: Bumblebee.

Bee was large as well, but smaller than Ratchet. He had a yellow color scheme with black stripes, blue eyes, car windows on his back that resembled wings, and a small faceplate covering his mouth.

Bumblebee could only communicate through a series of beeps, due to having his voice box forcefully removed from his pipes by the Decepticon leader known only as Megatron.

Ratchet sighed, "No, Bumblebee. I have not yet decoded anymore of the Iacon database." He turned around and returned to the set of green monitors before him. "If I had, we'd already be out there right now, wouldn't we?"

Before Bee could retort, the distinct sound of a motorbike and a car engine could be heard from the tunnel leading into the Autobot base. When both Autobots turned around, they saw two vehicles enter the base.

A blue motorcycle.

And a green SUV.

The SUV transformed first, revealing a large Autobot who was five feet taller than Bumblebee. He was mostly a faded green color while parts of him were black. His eyes were blue and his head was silver except for a faded green part on the top of his head that looked like a helmet.

Bulkhead turned to his left as the motorcycle transformed. She was a small robot, with blue paint primarily, black paint as the secondary, and little areas covered in pink, such as her head crest. She had black feet, hands and a dark grey midriff. Several pieces of her alternate mode hang off of her while in robot mode, such as her wheels, which cling to the side.

Arcee dusted off her hands as she approached the two Autobots, "Jack, Miko, and Raf are home safe and sound."

Ratchet nodded, "Good, it's best for them not be around here when our current situation is as dire as it is now."

"Miko was not happy, I can tell you that." Bulkhead commented before turning to Ratchet. "But I don't get it. Why did they have to stay away? Wouldn't they be safer with us?"

"During these trying times, it is imperative that we keep our human allies safe from harm. We cannot allow our Decepticon foes to use them against us. I will not allow them to be put in harms way during the scavenge for the remaining Iacon relics."

Everyone turned to the source of the response.

Approaching them was their leader. His primary color was red, his secondary color was blue and he had bits of silver and grey. He had three antenna like rods on each side of his head which were attached to his audio receptors. He also had a faceplate that could be applied whenever he needed it.

Optimus Prime looked to each of his Autobot companions, "The Decepticons have already claimed a majority of the Iacon relics that have been found on Earth. We cannot allow them to claim anymore to use for their nefarious purposes." He turned to Ratchet, "We thank you for your endless endeavor in decoding the remaining locations, old friend."

Ratchet scoffed, "I could be doing better."

He then felt Bulkhead's hand clasp against his back, causing him to stumble forward, "Don't sell yourself short, Ratchet. You've been doing everything you could."

"What I want to know is what Megatron plans to do when he gets his claws on the rest of them." Arcee pondered aloud, getting everyone thinking once more.

But their train of thought was cut short when a sudden communication alert sounded off in the base, soon to be followed by a loud bellow. "PRIME!" When the Autobots turned to the monitors, they saw a dark skinned man wearing a grey suit jacket, a white buttoned up shirt, and a loose tie sitting in a helicopter wearing a headset.

This was Special Agent William Fowler, the one who is meant to keep the situation with the Autobots under control, to ensure that the public doesn't know about their existence.

"We read you, Agent Fowler." Ratchet said.

"What in the Sam Hill is going on?!" Fowler asked while shouting, hoping the Autobots could give him some clarity.

"To what are you referring?" Ratchet asked, confused as to what the human was angry about.

"Exactly eleven minutes ago a high security military base was raided and attacked. We assumed it was the Cons, but get this." He then pulled up an image on the monitor. It showcased multiple soldiers incased in ice, some still solid, most of them shattered. "They were all sealed in ice."

The Prime thought to himself, there were weapons capable of sealing others in ice back on Cybertron, but they were all destroyed during the war. Besides this wasn't the Decepticons usual MO. Optimus hated this. He hated seeing human lives cut short when he could have done something to prevent it. He blamed himself, it's what he did best. "How many casualties?"

It was then that Fowler's tone turned somber, "Nobody made it out alive. They were either frozen to death or shattered. But that's not all." He then showed an image of a black crystal. "Does this look familiar to you?"

They took a closer look, but couldn't recollect seeing anything like that on Cybertron. "It looks like a crystal." Bulkhead commented.

"Aren't they common on Earth?" Arcee asked the agent.

"That's what we thought. But upon further investigation, we found nothing similar to any rock or crystal on the entire planet. It's not from around here, so I thought I'd ask our resident aliens if they knew anything."

"I am sorry to say that we have never encountered such a crystal before, Agent Fowler." Optimus answered.

Fowler sighed, "Figures. But that's not what's strange about it. Y'see, whenever anyone touched it they screamed for dear life, and their eyes turned green."

"That's... odd." Ratchet commented.

"What was stolen?" Arcee asked.

"A Particle Fusion Sphere." Agent Fowler answered. "It's the only one of its kind."

"I doubt the Cons would want to focus on anything other than the Iacon relics." Bulkhead said.

"Could it be M.E.C.H.?" Arcee suggested.

"They haven't been active since Silas went down." Bulkhead replied.

"Well whoever it is, they mean business." Fowler interjected. "They're taking no prisoners and are willing to destroy anything to get what they want."

Optimus looked solemn for a moment before addressing his team. "Autobots, I swore to always defend the helpless. To preserve all human life. I will not break that vow now." He turned up and said to Fowler, "We will aid you in stopping these attacks, Agent Fowler."

The human smiled and nodded before cutting off the feed.

Ratchet turned to his friend and asked, "Optimus, shouldn't we be focusing on finding the Iacon relics? This is the last thing we need right now."

The last of the Primes placed a hand on the medic's shoulder, "As much as I would agree, old friend, preserving our new home and those that inhabit it are our top priority." When the medic nodded Optimus stepped away and turned around, determination all over his face.

He just hoped that this new problem wouldn't lose them the race against the Decepticons.

A few hours later

Batman watched over the small town of Jasper in the cool breeze of the night, his cape flapping in the wind as his stern gaze never left the streets below. He heard the clopping of hooves approach him, seeing Twilight Sparkle approaching him when he turned around.

Behind them was Mario and Iron Man, the former was simply sitting on the edge of the building while the latter was looking down at the floor, clearly frustrated.

"Nothing. After all these hours of searching, hoping for even a hint of what we're supposed to be looking for, we've got nothing." Tony vented out his frustrations as he paced the rooftop. "A substance that grants life? What the hell is that? That could be anything."

Mario was inclined to agree with him, "Yeah, and this town? Nothing out of the ordinary here."

"I wouldn't say that."

Batman's correction caught their attention.

"What do you mean?" Twilight asked her friend.

Batman then began to explain, "Two things caught my attention today. More specifically, two vehicles. A green SUV, and a blue motorcycle."

"What about them?"

The Dark Knight moved away from the ledge and turned to face the others. "The SUV didn't have a driver, yet it was still in motion. And the motorcycle didn't either, in its place was an ametuer hologram meant to fool the naked eye."

This got Tony thinking, "So what're you thinking?" He asked. "Government vehicles?"

"Maybe. Or maybe something more."

Their conversation was cut short by the abrupt arrival of Sonic the Hedgehog, who held various pieces of food in his arms. "Okay, snack run done!" He announced as he walked around the rooftop, handing the food to his friends. "Shawarma for Tony. Some spaghetti for plumber boy. A salad for Twily. A sandwich for Bats. And around five chili dogs for me!"

"You didn't steal these did you?" Twilight asked as she took the salad in her magic.

In response to her query, the azure hedgehog went 'pfft' and responded, "Of course not! I left them some rings."

"Not sure they accept that kind of currency." Tony muttered under his breath before his mask lifted upwards, revealing his face so he could enjoy his food.

Twilight sat down on her plot and opened the seal containing her food. "Y'know this is nice, us sitting here enjoying a meal together."

"I agree." Said Mario, enjoying his spaghetti. "It's nice to kick back and relax every once and a while."

"Amen to that." Both Sonic and Tony said together.

Twilight looked to Batman and saw him watching over the town, his sandwich in his hand. "What about you, Batman?" She asked, gaining his attention. "Don't you enjoy having a bit of 'me time?'"

"I don't have time for things like that."

She furrowed her brows sadly, "Why not?"

"Gotham comes first. That's all that matters." He answered with no hesitation.

"Well yeah, but surely you take some time to relax, right?" Tony asked.

He received no answer.

A sudden loud burp broke the awkward silence. They all turned to see Sonic laying back, rubbing his now distended stomach with a satisfied smile on his face. "Thank Chaos for my fast metabolism." He opened one eye and said, "If I didn't have it I'd have to worry about losing my figure."

Mario narrowed his eyes, "Do you do everything as fast as you run?"

Sonic shrugged, "If it works, it works."

Tony finished his shawarma and suggested, "I think we should make our way to the nearest military base next." This got their attention. "We haven't found anything of note here, and the base might be our best bet to finding the Foundation Element."

Batman nodded in agreement, "Agreed." He finished his sandwich and took out his Grappling Hook.

Tony looked at him perplexed, "Why do you use that? Y'know I can carry you right?"

"No offense... But I hate that." Was the response he got before the Dark Knight fired and took off into the night.

Iron Man sighed as his mask moved back into place. He turned to Twilight and said, "C'mon Twi, hop on my back." The unicorn nodded and leapt onto the hero's back, wrapping her forelegs around his neck to ensure she didn't fall off. She let out a shriek when the billionaire took off without warning her.

Mario chuckled before leaping off of the building, jumping from rooftop to rooftop as Sonic sped down the side and ran along the highway.

At the US Military Base

Soldiers were patrolling the hangar bay, guns at the ready, their look stern, ready for action.

They had been told by Special Agent Fowler to increase their security, they didn't want what was inside that hangar bay to be stolen and placed into enemy hands. Be that whatever remained of M.E.C.H. or the Decepticons. Speaking of M.E.C.H., after Silas' presumed death by being crushed by his own creation, Nemesis Prime, the government raided their base for their tech and stored it here in this base.

It was some serious firepower in there. Better in their hands than the Decepticons.

A sudden chill ran through the air, causing some of the soldiers to tense up. Whenever they breathed they could see their breath in the air. When did it get so cold? It was the middle of summer for Pete's sake! Their questions would be answered when the alarm began blaring, someone was attacking the base!

Then at the entrance to the base, an explosion of frost and ice could be seen, flipping over vehicles and turning soldiers to ice, killing them in the process. The soldiers were on it in an instant, their guns trained and ready to fire. Inside the ice fog, metallic footsteps could be heard, sending an ominous feeling down their spines.

A pair of red eyes shined through as a figure holding what appeared to be a large gun made himself known.

The figure was wearing a white, biomechanical suit that kept him cold enough to survive. He wore a glass shaped dome to cover his face, which was white itself. He was bald, old in appearance, and was wearing a pair of red goggles. On his back was a jetpack that could send out miniaturized freeze mines and could propel him into the air, as well as a mini missile launcher that could rest on his shoulder. In his hands was a giant freeze gun that had a rail gun like appearance.

"FREEZE!!!" The soldiers ordered, their guns trained on him.

Mr. Freeze kept the same stoic expression he always had, "If you insist." Without waiting another moment, he charged his freeze gun and opened fire, moving it along and freezing every soldier that had dared crossed his path. He lowered his freeze gun once the deed was done.

As more soldiers rushed in to stop him, a black smoke suddenly shot up from behind the villain, a pair of glowing, green eyes could be seen inside of it. The smoke then exploded, surrounding the base as multiple black crystals erupted from the ground, shattering the frozen soldiers and severely injuring the other ones.

Victor walked through the base as the smoke shrunk and landed beside him, shifting into an equine silhouette. He was a dark gray unicorn with a black spiky mane and tail. His horn was curved, smooth, sharp at the tip and it gradients from dark gray to red. He had sharp teeth with two visible fangs unlike other ponies and red irises, with purple mist emanating from them. He wore silver armor on his legs and neck, a crown with horn-like points on his head, and a red cape that covered his flank.

King Sombra laughed mirthfully at the suffering going on around him, kicking a hunk of ice away with his hoof as he walked over toward the hangar bay, where Mr. Freeze was waiting for him.

"This is a waste of time." Sombra commented with his head held high. "We should be securing the Foundation Element."

Freeze paid him no mind as he aimed his freeze gun at the bay doors, "We may know who possesses the element, but we do not know where they are located." He fired his gun, freezing the doors to absolute zero. "Best to draw them out and have them bring it to us. Now if you please?" He gestured to the frozen doors.

Sombra scoffed and held his nose high, walking ahead of the villain. "Manual labor is beneath me."

"Quit complaining. We both know you relish in the suffering going on around you."

The Shadow King shrugged, he did have a point. "You're not wrong." He flashed a grin before lighting up his horn, a large crystal shot out from the ground and pierced the hangar bay doors, shattering them completely. Sombra turned and gestured for Freeze to enter, "After you."

The ice cold villain simply walked past him and entered the hangar bay, Sombra following close behind him. Once they entered they both saw all of the technology M.E.C.H. had left behind once Nemesis Prime was taken offline.

"And just how do you expect the two of us to escort these items out of here?" Sombra asked the scientist.

Mr. Freeze tapped the side of his helmet and said, "This is Doctor Victor Fries. I am requesting a squadron of minions to aid us in this task. It is imperative to our retrieval of the Foundation Element. Send them post haste." Not even a moment later a large portal opened up with a squad of Soulless Ones marching into the hangar bay. Freeze looked to Sombra as the portal closed, "Work smarter, not harder." He recited before commanding, "This technology is now ours! Claim it and remove it from this base at once!"

The mindless drones did what was commanded of them and began hauling the stolen tech out of the hangar bay. Mr. Freeze looked to the mad king, who let out a howl of laughter at their assured victory.

Meanwhile at the entrance to the base, Batman landed down from a glide and crouched down in front of chunk of ice, picking it up and bringing it closer to his face. He heard Iron Man land behind him, dropping Twilight as Mario and Sonic arrived.

"Woah." Sonic commented at the cascade of ice present. "What happened here?"

Batman's frown deepened, "Freeze."

Twilight trotted over to her friend but stopped and gasped upon the sight of a pitch black crystal sticking out of the ground. It had a purple aura and was crackling with green magic. "I-It can't be..." She stuttered before looking forward, seeing more crystals inside the base.

"You know what's up with these crystals, Twi?" Mario asked as he walked up and stood beside her.

She nodded fearfully before answering, "Yeah... And it's nothing good."

Meanwhile at the Autobot Base

"PRIME!!!"

Agent Fowler's voice sounded off throughout the base, causing all of the Autobots to gather in front of the Groundbridge. "What is the situation, Agent Fowler?" Prime asked, speaking on behalf of Team Prime.

His face appeared on the monitors as he relayed the current situation, "Another attack on a military base is in progress! This time they're stealing the tech we confiscated when we raided M.E.C.H. after the whole Nemesis Prime ordeal."

Ratchet was stumped, "What could these delinquents want with M.E.C.H.'S tech and a Particle Fusion Sphere?"

"Questions that are left unknown, but are soon to be answered." Optimus replied before turning to face the Groundbridge, his faceplate shutting over his mouth. "Ratchet, open the Groundbridge to the designated coordinates. Autobots! Transform and roll out!"

The Autobot medic nodded and punched in the coordinates before flipping the switch. The Groundbridge swirled to life before Optimus charged forward, transforming into a truck and leading his team to stop this conflict.

Back at the military base

Sombra loomed over a fallen soldier, advancing on his with a sick and twisted grin on his face. The soldier crawled backwards in an attempt to get away from the dark unicorn. "These are supposed to be this world's defense force? What a joke! Allow me to add more fear into the mix." His eyes glowed green with purple mist emanating from them, as did the soldier's.

He the let out a terrified scream as he continued to crawl away. King Sombra laughed mirthfully at the suffering, but was cut short by the approach of his temporary ally, Mr. Freeze.

"If you are done tormenting the help, we must make haste to the next part of my plan."

Sombra turned to the villain and narrowed his eyes, "The plan which you have failed to explain to me."

Freeze maintained his stone cold expression, "All will be revealed in due time. For now we mus--" He was cut short by a Batarang striking his freeze gun, which caused him to stumble.

"That's enough, Freeze!" A familiar voice called out.

"What?!" The villains turned around to see Batman land in front of them with a scowl on his face. "The Batman? Here?!"

Sombra however wasn't as concerned as he should've been. "An ape in a Nightmare Night costume?" He barked a laugh, not taking the Dark Knight seriously. "I was not expecting any kind of resistance, but it matters not. For you shall fall by the magic of the true ruler of the Crystal--- Oof!!!" He grunted as a magic blast hit his side, sending him sprawling across the floor. He shook his head and looked to see Twilight Sparkle standing there with the rest of the Guardians behind her.

"It's over, Sombra!" She declared, her horn still lit up with magic.

The dark king chuckled as he stood up on his hooves, "Well, well, well. Celestia's lapdog has come to join the fray." He simply smirked at the unicorn. "How cute."

"I don't understand!" Twilight exclaimed, glaring at the mad tyrant. "How did you manage to escape from the Ether?"

"Hah!" Sombra laughed before saying, "Through my own power of course!"

Tony, however, wasn't buying it. "Cut the crap, we all know that Exiled issued you with a 'Get Out of Jail Free Card.'"

Sombra gawked at the billionaire, clearly offended. "You dare underestimate my power?!"

"He's not wrong." Freeze added helpfully.

He turned his head and narrowed his eyes, "Nopony's talking to you!" He turned back to face Twilight and the other Guardians. "It doesn't matter how I escaped the Ether. All that matters is that I did escape the Ether! And now I will have my revenge for our last encounter! By putting an end to your pathetic life!" He quickly fired a purple beam of dark magic, aiming for the unicorn's heart. Twilight quickly put up a shield to protect herself as Sonic bolted forward and tried hitting the king with a Spin Dash.

Sombra simply smirked and entered his Shadow Form, allowing Sonic to run right through him.

He untucked and stared up at the cloud of darkness befuddled, "He can turn into a cloud?! Since when could they turn into a cloud?! How is that fair?!"

Sombra simply laughed as his eyes glowed green, summoning several dark crystals that erupted from the concrete below. Twilight yelped as she hopped from one spot to another, being very careful to avoid the crystals. Mario was doing the same while Tony flew into the air, firing Repulsor Blasts at the dark mist, having no effect on it.

"My crystals will pierce your hearts!"

Meanwhile Batman was running ahead of Mr. Freeze's ice blast, the villain following the Dark Knight as he fired his gun. When it needed to recharge, Batman took the chance to throw a few Batarangs while asking, "Why are you doing this, Victor?"

Freeze activated his jetpack and took to the air, avoiding the projectiles as his miniature missile launcher rested on his shoulder. "I have no choice! This is the only way to save my wife!" He fired four freeze missiles down at the hero. Batman managed to dodge them, avoiding the burst of icicle spikes that consumed the ground where they exploded.

"Exiled promised you a way to cure Nora, didn't he?" Batman surmised, throwing more Batarangs up at the villain.

"He has shown me technology beyond my understanding." Freeze answered as he swayed left and right to avoid the Batarangs. "I have run the tests and seen the technology for myself. His offer is sound!" He flew over Batman as his jetpack dropped multiple freeze mines, the explosions covering the ground with ice spikes. Batman had managed to avoid the blasts and glared up at Freeze. "All I have to do is retrieve the Foundation Element and then I can cure Nora!"

"You realize that he is manipulating you." Batman looked at the broken man sympathetically.

"That is a possibility. But I will get my hands on that tech! Even if I have to take it by force!"

As the battle raged on, nobody noticed the green portal open up at the edge of the base. No-one also noticed the group of vehicles drive out of said portal. Once the portal closed, the Autobots transformed and rushed forward to stop this heist, their hands having transformed into laser guns.

They were about to attack, but stopped upon seeing the battle before them.

"What the..." Bulkhead muttered, clearly confused at what he was seeing.

Bumblebee let out a series of beeps directed toward Optimus, clearly asking him what was going on. But he did not receive an answer.

Arcee squinted her optics and asked, "Are those... horses firing lasers at each other? And is that a giant rat running around at the speed of sound?"

Clearly confused at what to do, Bulkhead turned his head and asked, "What's the plan, Optimus?"

When they received no answer, they all turned to see Optimus staring at the battle with widened optics. He couldn't believe it, the legends were true. He stared at the lavender unicorn currently battling King Sombra. Or more specifically...

Her Starburst Cutie Mark.

"By the AllSpark." Optimus whispered in disbelief.

Bulkhead leaned to see what was wrong with their leader. "Uhh... Optimus?"

"The Guardians do exist." This was weird, Optimus never showed this kind of emotion before. He never lost his cool, never laughed at a joke. This was indeed a strange occurrence. His optics narrowed as he took a step forward, "Autobots! Assist the horned horse and her allies!"

Meanwhile Sombra fired a blast that hit Mario in the chest, sending him flying onto his back. The king of darkness chuckled as his eyes glowed, but was stopped by a blue energy blast that went over his head. "Who dares?!" He turned, as did everyone else, to see the Autobots charging forward, firing laser blasts at Mr. Freeze and King Sombra.

Freeze moved through the air to avoid the projectiles while Sombra turned into a shadow and took to the air. As the Autobots moved closer, Sombra's shadow consumed Mr. Freeze and the Soulless Ones carrying the stolen tech.

"This isn't over!" Sombra declared before using his dark powers to teleport his forces out of there, ending the battle.

The Guardians were stumped, what just happened?

Batman walked over to the group as Iron Man landed in front of them, staring wide eyed at the approaching Cybertronians. Optimus was leading the group, walking in front of them as they approached. He stopped, as did they, and simply looked down at the Multiversal heroes. Twilight's mind was freaking out right now. Giant sentient robots that weren't trying to flatten them? She thought she had seen everything during this adventure.

Now she had.

Author's Note

Optimus Prime - AndyPurro

Ratchet - OrionPax9

Arcee - Barricade24

Bumblebee - AndyPurro

34. Jasper, Nevada (Part 2)

Earth 1984

Jasper, Nevada

Twilight couldn't help but stare, heck, anyone in her current situation wouldn't be able to. She and her fellow Guardians stood there, watching as the massive, metal titans approached them, their cannons transforming back into their hands. Each Autobot had a look of either confusion or suspicion on their face, the latter applying to Arcee.

Once Optimus' faceplate split apart, Twilight saw the almost expressionless look on the Autobot leader's face. She looked to her friends, Sonic looked casual and laid back, as usual. Mario looked curious, yet had a smirk on his face. Twilight couldn't see what Tony's face looked like under his helmet, but judging by his tense demeanor, she could tell that he was star struck at the sight of the defenders of Earth. Batman remained stoic, but on the ready for any of them to make a move.

She turned her attention back to the Autobots, specifically Optimus Prime, who loomed over her and her friends, dwarfing them in size. Twilight couldn't tell if he was friend or foe, his stoic expression didn't help matters either. But then to her, and everyone else's shock, the last of the Primes got down to one knee and asked, "Are any of you injured?"

That, in all honesty, wasn't the question any of them expected him to ask. Twilight thought that he'd be a bit more emotionless. So the fact that he had asked a question like that startled her.

"We-We're fine." Twilight answered before adding, "All things considered..."

She was about to ask a question, but Batman took a step forward and demanded to know, "Who are you? And why did you help us?"

But instead of being offended by Batman's demeanor, Optimus simply placed his hand over his chest and responded. "My name is Optimus Prime. Leader of the Autobots." He then gestured to the big bots standing right behind him. "And these are my fellow Autobots. Bumblebee, Arcee, and Bulkhead. We are the secret defenders of this planet, Robots in Disguise, protecting any and all life from those who would dare disturb the peace."

Optimus' introduction brought a smile to Twilight's face, so that's why they helped them. Not because they wanted to harm them themselves, but because they wanted to help them.

She then introduced herself to the Autobot, "I'm Twilight Sparkle. It's nice to meet you, Optimus Prime." She too, then gestured to her friends, "And these are my friends, Batman, Iron Man, Mario, and Sonic the Hedgehog."

"It is a pleasure." Optimus greeted with a tiny smile.

Behind him, Bumblebee made a few beeps directed towards Bulkhead, who replied, "You're right, Bee. We haven't seen creatures like those two before."

"That is because they originate from an alternate reality." Optimus answered cryptically as he stood upright.

His statement shocked the Guardians, just how the hell did he know they were from alternate dimensions?

"Hey, how'd you know about that?" Mario asked, narrowing his eyes at the big bot.

Arcee had the same look on her face as she too questioned her leader, "And what do you mean 'alternate reality'?" Her expression softened slightly as she asked, "What aren't you telling us, Optimus?"

Prime turned to face his fellow Autobots, his same stoic expression on his face as he began saying, "Autobots. I'm afraid that there are aspects of our world that you do not know."

Team Prime looked at one another in confusion before turning to Optimus, with Bulkhead guessing, "Cybertron?"

But to further their confusion, Optimus simply shook his head, "No. Our universe." He turned and looked down to face the Guardians, still addressing his team as he spoke, "If these individuals are who I believe them to be, then they are to be trusted."

Twilight's mind stopped and rebooted. This Optimus Prime was clearly aware of the multiverse, and if what he had just said was to be taken at face value, then he knew that they were the Guardians sworn to protect it. But how did he know?

Tony apparently had the same thought and decided to vocalize it. "Okay, seriously, just how do you know all this?" When Prime looked at him, he continued, "I mean it's not like this is public knowledge, so spill, how do you know?"

The Autobots looked lost, they were extremely confused, having not known what the metal human or their leader were talking about. But the fact that Prime looked at the human knowingly spoke volumes. He knew something they didn't, and that was something they didn't like one bit.

The sound of Prime's voice cut them from their thoughts, "I understand your suspicion, but if you would allow me, I would like to explain everything," He then looked around at the destroyed base, "But perhaps away from prying eyes." When the Prime looked down at the Guardians, he saw them all look at one another before coming to an agreement. They turned and nodded to him, accepting his proposal. Optimus placed two fingers against the side of his head and said, "Ratchet, open the Groundbridge. And prepare the base," He looked down at the Guardians before saying, "We will be having guests."

"Understood." Was Ratchet's reply before a Groundbridge portal opened at behind the Autobots, swirling as it awaited them to pass on through.

He looked down at the Guardians and said, "Please, follow us." With that, he led the two teams into the portal, with Twilight following close behind him. Bumblebee looked down at Sonic curiously, with the hedgehog doing the same. Arcee narrowed her eyes at the Dark Knight, but Batman paid her no mind, which somewhat infuriated her, just who does he think he is? Bulkhead looked down at Mario and Iron Man, who were too, looking up at him.

As the two teams entered the Groundbridge, they remained blissfully unaware of the surveillance drone known as Laserbeak, was watching them from a perched position on a nearby mountain. It had been observing the Guardians ever since it's master, Soundwave had picked up an anomaly from their location.

Now that it had everything it needed, it was time to return to The Nemesis to upload the data to Soundwave, so the Decepticon Communications Officer could report his findings to Megatron.

Aboard The Nemesis

Knock Out was not having a particularly good day.

Not only was his session of waxing his paint job interrupted, rather rudely he might add, but Soundwave had stopped decoding the Iacon database and hadn't moved since. And the worst part of it was the fact that somehow he would get blamed for it.

Knock Out was relatively short in height compared to his fellow Decepticons, he was more sized like an Autobot. He was bright red in color, with red accents; like most Decepticons, his optics were red. His finish was usually very shiny, he seemed to be a bit vain when it came down to his appearance.

Knock Out walked in front of the silent Soundwave, tapping the back of his index finger against his visor to see if he could get him to awaken.

Soundwave was a dark shade of grey with purple highlights all across his body, his arms resembled a satellite dish somewhat, with long fingers on the end of them. His most defining feature was his lack of a face, a visor in its place, with a crown like feature on his forehead. On his torso was a vacant space for his surveillance drone, Laserbeak, and two holes were metallic tentacles would emerge from.

The Decepticon Communications Officer took a vow of silence after the fall of Cybertron, but no matter what he would always follow his master's commands without question. But for some reason he had simply stopped, and waited, not moving a single inch.

The Decepticon medic sighed, slumping forward as he dragged his hand down his face in exasperation. "I have no clue what's wrong with him. And somehow I know that I'll get blamed for this." He straightened himself and folded his arms over his chest, "Honestly, I don't know why Lord Megatron couldn't do this himself," He went on, completely unaware that the doors behind him opened with two large figures walking in. "I mean, he's got nothing better to do, I was working on my finish, for Primus' sake!"

"Oh, I'm so sorry for interrupting you, Knock Out." A gravely voice said sarcastically behind him, causing the Decepticon to tense up as his optics widened in fear. He slowly turned around to face the looming figure of his master.

Megatron.

The Decepticon warlord was a huge, bulking figure, with large and sharp shoulder blades that jutted upwards. He was silver in color, and had a helmet shaped head with visible eyebrows that also jutted upwards. He had a very large arm cannon equipped to his left arm, which was colored silver and purple. In the center of his chest was the Decepticon logo, colored purple as well. His eyes were red, but his irises were white, and his teeth were jagged and razor sharp.

Behind Megatron was in newest second in command, Dreadwing. He had a yellow face and two yellow horns sticking out from both sides. The cockpit of his vehicle mode stuck out from his chest and was a very dark shade of gray. Like many of the other Decepticons, Dreadwing had red eyes. He had dark blue arms, with tiny gold fins on the bottom, in a similar fashion to Arcee. His head resembled that of a samurai. The fins on his shoulders had a yellow lining, his wings on top are blue with gold and grey lining and on bottom are yellow with a dark blue lining, and the 'cuff' pieces on his arms are yellow.

Dreadwing simply folded his arms over his chest as Megatron said, "Next time you have a complaint Knock Out," He unsheathed the hidden blade hiding beneath his cannon and held it right next to Knock Out's face threateningly, "Don't. Am I clear?"

"C-C-Crystal, Lord Megatron!" Knock Out hastily replied, shaking violently as the threat of a scratch mark on his finish became more prominent.

Satisfied that he got his message across, Megatron sheathed his blade and walked past the medic, asking, "Now, why haven't you done as I had asked?" He turned his head to face his underling, "Why hasn't Soundwave resumed his task?"

The red Decepticon gulped as he reported his findings to his lord and master with a shaky voice, "W-Well I-I tried getting him to w-wake up from his power down, but he remained unresponsive, which isn't anything new, mind you."

Placing his hands behind his back, Megatron turned and glared down at his Communications Officer, "Soundwave! Why have you ceased decoding the Iacon database?" He demanded to know, an angry scowl present on his face. "I demand an answer!"

And an answer he got, in the form of Laserbeak flying into the room, startling Knock Out slightly. The drone flew over his head and landed perfectly in Soundwave's chest. When Megatron quirked an eyebrow, Soundwave displayed a video feed on his visor. When the Decepticon leader leaned in for a closer look, her saw the surrounding area was covered in what the Earthlings called sand. But what intrigued him the most was the blue portal that had spontaneously opened, his intrigue was enhanced when five individuals had emerged from the blue portal.

Three of them appeared to be human.

Two of them weren't.

Both Knock Out and Dreadwing were watching as well, confused as to what the big deal was.

"A Groundbridge?" Knock Out questioned, "That's what all the fuss is about?"

Dreadwing was inclined to agree, "My lord, surely this is grounds for punishment for wasting our time."

What surprised them was the fact that Megatron held up a finger to silence them before saying, "No, no, no. This is something else. Notice the subtle differences between that portal and our Groundbridge." To further his point, multiple readings appeared on the visor, showing the sheer difference in power compared to a Groundbridge. If these readings were correct, this portal had more power than their Spacebridge. "If the humans have somehow collected the technology for an enhanced Groundbridge, then I want to know how and where they got it from. The Autobots lack the power required for such an endeavor. Soundwave, scan the portal's residue and see if you can trace back to where it originated from."

The silent Decepticon nodded before multiple images appeared on his visor. He scanned the portal and quickly hacked into the Earth government's pitiful satellite tracking systems, scanning the entirety of Earth for the source.

But he couldn't find it.

Megatron scowled at the lack of results. "Impossible." He muttered, if the humans were not responsible, then who was? He then commanded, "Widen the search."

Soundwave did so, expanding his search as he used multiple Decepticon satellites that surrounded the now dead Cybertron to see if it had originated there. Yet he yielded no results.

The lord of the Decepticons bared his teeth as he shouted, "WIDEN IT AGAIN!!!"

Using all the tools at his disposal, Soundwave scanned as much of the galaxy as he could, but once again found nothing.

Megatron growled in frustration before slamming his fist onto the computer monitor to his left, causing small sparks to fly.

"Lord Megatron, what does this mean?" Dreadwing asked. "If the humans have not created this phenomena, and if it hasn't originated from any known planet within our reach... Then where did it come from?"

He thought for a moment, taking the time to think logically and collectively about this. His second in command was correct, it didn't make any sense. If the source of this portal did not come from anywhere in the galaxy, then where did it come from? He then thought back to when the Decepticons stormed the Hall of Records, more after the fact, when Megatron looked through some of the archives for any information that could help seal their victory over the Autobots.

He remembered a theory that Alpha Trion had discovered, Multiverse Theory, theorizing the existence of universes parallel to their own. He had thought it preposterous at first, but the more he thought about it, the more real it seemed. And in this situation, there was no other possible explanation. If this was true, then he had the opportunity of a lifetime! This was the chance to expand his rule to multiple universes, to conquer more than just one universe!

Megatron smirked, then smiled, then grinned before going into full on laughter.

Confused as to what he was laughing at, Knock Out approached the bulking bot and tapped his back gently, "L-Lord Megatron?"

"I see now." Megatron muttered before turning to his Decepticons. "The reason we cannot find the source of this portal in our universe, is because it does not originate from it."

"Sire?"

He chuckled, "Multiverse Theory. A theory theorized from Alpha Trion himself, who speculated that there were universes out there beyond our reach." His grin grew larger. "Imagine it, an infinite amount of universes at our very grasp, serving under my heel!" He turned back to Soundwave and pointed to the Guardians that were currently on screen. "And it appears that they have the means to make such a travel. This takes precedent above all else! Soundwave, dispatch all Decepticon units and find those individuals. Have them bring them to me alive."

"But my lord, what of the Iacon relics?" Dreadwing asked.

Megatron simply turned to his second in command and growled, "When it comes to choosing between ruling multiple universes and collecting mere relics, then I will always choose the former of the two." When Dreadwing nodded, Megatron placed his hands behind his back and said calmly, "Now go, and bring them to me."

At the Autobot base

Sonic let out an impressed whistle as he zoomed around the base, looking at all the tech they had reminded him of Tails' workshop. As the hedgehog whizzed around, the rest of the Guardians were looking up at the Autobots that had saved them earlier. When they walked through the Groundbridge, Ratchet was understandably confused as to why these humans and other mysterious creatures were allowed to enter their secret base. But Optimus assured him that they could be trusted.

Not one to question his old friend's leadership, Ratchet held his tongue for now.

Sonic finished zooming around the base and stood next to Batman, who was standing behind Twilight as she trotted forward nervously with a shy smile on her face. She looked around at the towering giants before her and her friends and gulped. She looked back to the others and saw Tony giving her a thumbs up for support.

She turned and looked at the Autobots, more specifically Optimus Prime. "I-I just want to thank you for helping us when we needed it." She looked back to her friends and continued, "We're more than grateful for your help."

But Optimus held up his hand and shook his head, "Thanks will not be needed, miss Sparkle."

"But I think it's time we got some answers." Arcee said, which was clearly directed at Optimus.

Ratchet scoffed and muttered, "I'd sure like some answers right about now."

The last of the Primes turned to his team before walking and standing in between the two teams, wanting to build a metaphorical bridge between the two of them.

"Long ago, when Orion Pax was graced by the Spark of our home world, Primus, he was not only transformed into who I am now, but was also told a tale. A tale so ancient, so historic, so Earth shattering that it was paramount that only the Primes were graced with its knowledge." He then continued, "Our world is one of many in a vast Multiverse where an infinite amount of worlds co-exist unknowingly with one another. This Multiverse was created by an Ancient race of Guardians who swore to protect it and all who lived within it with their lives. These same Ancients are the ones who created Primus and Unicron."

All of the Autobots' optics shot wide open upon hearing this. These Ancient beings created Primus, what was essentially the heart of their planet, and Unicron: The Chaos Bringer?

Optimus continued, "Once these Ancient beings sacrificed their lives for the greater good, it was prophesized that there would be five individuals worthy enough to take their place. Primus then graced me with me with a vision." He set his optics upon Twilight, more specifically her Cutie Mark, "And in the vision that I saw that symbol." He revealed as he pointed to her Cutie Mark. Twilight looked back and saw what he was pointing at and her jaw dropped. "I knew not what the vision had meant, but upon seeing the same symbol now, I know that these creatures are the Guardians that were prophesized long ago."

The Autobots were left speechless, their mouths agape as words failed to exit their pipes as this revelation sunk in. Their whole perspective on life was blown away as the prospect of millions of universes beyond their own existed out there beyond their reach.

All was silent until Arcee decided to speak up, "So... if there are infinite worlds out there in this... Multiverse... could there be a world where Cliffjumper is still alive?"

When Optimus nodded she felt a sense of hope within her Spark, "That is a very real possibility, Arcee."

As the female Autobot placed her hand over her chest, Bulkhead decided to ask, "So... What are they here for?" He gestured to the Guardians, who were still standing there and remaining silent.

"That is a question that is yet to be answered." Optimus said before turning expectantly to the Guardians, awaiting the answer as to why they were here. "Who were those individuals? And why were they attacking the military base?"

Twilight cleared her throat as she felt all of their eyes focus on her. She let out a deep breath before explaining, "I don't know who the human was, but I can tell you about the unicorn. His name King Sombra. He used to be the tyrannical ruler of The Crystal Empire, which exists in my dimension. He was sent to the Ether by the Crystal Heart, an ancient artifact made up of the love of the ponies in the empire. He uses Dark Magic to show his victims their greatest fears so that he can bend them to his will. I don't know how he's back now, or why he's after this... technology I believe it's called. But whatever he wants with it, it can't be good."

As the Autobots took in this information, Sonic looked up at Batman and asked, "Hey Bats, you seemed to have a history with that other guy. Mind sharing the details?"

Batman nodded as he began, "His name is Victor Fries, a scientist back in my dimension. He was a brilliant mind, wanted to help people, but then his wife, Nora Fries, got sick. Huntington's Chorea, a very rare genetic disease with no known cure. Victor turned to a life of crime to try and find the means to cure her, freezing her to slow the disease. He hasn't been successful in the years that I've known him. He's here now because he was shown a way to save her. That's why he's doing this. To save his wife."

As Batman explained Mr. Freeze's true motivation, Twilight couldn't help but feel incredibly sorry for the man. To face the reality of losing the one you love was a terrifying thought, she couldn't imagine losing Spike or her parents like that.

Her thoughts were cut off when Iron Man spoke aloud, "The reason that they're here is because they're looking for something called a Foundation Element. An artifact capable of unlocking something of great power. If their boss gets his claws on this artifact, it could mean the end of the Multiverse as we know it."

"Everything and everyone would die." Mario added grimly.

The Autobots took a moment to let that sink in, their entire world and every other world faced extinction, and the key to stopping it was in their world.

"Well, what exactly is this Foundation Element?" Ratchet asked, hoping to get some form of clue.

Sonic sadly shook his head, "We don't know... Sorry."

Optimus' optics hardened before he turned and set his sights on Team Prime, "Autobots, our path is clear." When they looked to him he gestured to the group with his hand, "These noble warriors have been fighting a war for our very survival, and we didn't even know it. It is now time for us to aid them in their cause." He then turned and looked down at the Guardians and said, "We shall aid you in whatever way we can."

Twilight beamed, her eyes sparkling with joy, "Really?!"

The Autobot leader nodded, "This matter concerns all of us. All of our Sparks and lives are at stake." He looked to the tunnel leading out of the base, "We shall begin searching the town and any area close by immediately."

Suddenly Iron Man's voice popped up, "Woah, woah, woah, look I get that this is your turf and all, but you said you guard the planet in secret. How're you gonna help us if you can't be seen?"

Optimus simply looked at him before he transformed. His limbs contorted as his body began to morph into a slightly smaller size. Tony and the Guardians looked on in shock and awe as Optimus transformed into a big rig. He beeped his horn twice as the Guardians looked shocked.

Tony smirked under his helmet as he pointed to the now transformed Optimus Prime, "Now that is awesome."

"Uh huh." Twilight couldn't help but agree as her jaw threatened to hit the floor.

"That explains a lot." Batman muttered with his arms folded over his chest.

Each of the Guardians couldn't help but think that this was going to be quite the unforgettable experience. Each of the Autobots had the same thought in mind as they looked and smirked to one another.

It was time to roll out.

Author's Note

Knockout - samurai-prowl

Dreadwing - Sh0m1kal

35. Jasper, Nevada (Part 3)

Earth 1984

Jasper, Nevada

"Blue streak, speeds by! Sonic the Hedgehog! Too fast for the naked eye! Sonic the Hedgehog!" A certain blue hedgehog hummed to himself as he sped down the lonely road in the desert a great distance from the Autobot Base. After accepting Team Prime's offer to help, they each split off into teams of two to search for the Foundation Element, whatever it may be.

Batman had gone off with Arcee.

Mario with Bulkhead.

Tony opted to stay behind with Ratchet to see if they could pick up any traces of the element.

And Twilight had gone with Optimus Prime.

And where was Sonic's partner? He was making his way to the hedgehog's location, much slower than the Blue Blur, much to his chagrin. Sonic folded his arms and tapped his foot on the ground at a quick pace impatiently, waiting for Bumblebee to catch up to him.

He wondered how Tails, Knuckles, and Amy were doing as he waited, hoping that they were all okay given their current situation. He frowned slightly, if this Exiled character had hurt them in any way....

He quickly crushed that thought in his head, he let his fears take hold over him back at Monster's, Inc., which allowed a dormant piece of Dark Gaia's spirit to corrupt him, and that wasn't a good situation for anyone involved. Sonic furrowed his brow, why was he thinking like this? He was Sonic the Hedgehog! Hero of Mobius. He had saved the world more times than he could count.

So why was this any different.

Probably because the stakes are much higher.

His left ear twitched at the sound of a motor headed his way. Sonic looked up from the ground to see a yellow muscle car with black stripes moving towards him. He smirked as the car transformed into the Autobot known as Bumblebee. "Took ya long enough." Sonic joked to the Autobot about his slowness.

Bee let out a series of beeps in response. Although the hedgehog couldn't understand what he was trying to say, he could tell by his movements that he was a little bit miffed about being left behind.

Sonic chuckled and walked to the Autobot, "Any luck in finding the element?" He asked, hoping that the bot had better luck than he did. "Cause I'm gonna be frank with you, I got nothin'." At this point he really wished that X-PO wasn't as vague as he was. It would make saving the Multiverse so much easier. When Bumblebee shook his head, indicating that he hadn't found anything, Sonic sighed. "Figures..." He noticed Bee looking at him with a concerned look in his optics. The hedgehog waved his hand dismissively and replied, "It's fine, I'm just worried about my buds, y'know? Haven't been this worried about them before, and I can't help but feel a little powerless." He looked downcast, "I wasn't fast enough to save them, and now the Multiverse is in danger and if we fail everything could be destroyed." He then chuckled hollowly and turned to Bee, "It's just a lot of pressure."

Bee nodded in understanding, he felt the exact same way when Megatron ripped out his pipes. Or when M.E.C.H. removed his T-Cog. He felt powerless then, and he got the feeling that Sonic was feeling the exact same way.

The hedgehog let out a breath he didn't even know he was holding, "Thanks for listening, Bee. Good to vent, gets the blood pumping and the juices flowing!" He then pointed behind him with his thumb and said, "Whaddya say we get going and find that Foundation Element?" He then smirked deviously, "I'll race ya!"

The look in Bee's optics spoke volumes. He was down for that.

Meanwhile with Mario and Bulkhead

The entrance into the abandoned Energon mines was finally accessible as the boulder blocking it exploded into nothing but pebbles. But it wasn't due to Bulkhead's strength. Mario wiped his hands to removed the dust from his gloves after destroying the boulder with a single punch, even Bulkhead was impressed.

"For a human you have the strength to become a Wrecker." The Autobot commended as they both entered the mine.

"A Wrecker?" Mario repeated, unsure as to what the Autobot meant by that.

Bulkhead elaborated, "It was a squadron during the war, similar to Earth's Black Ops, I think Agent Fowler called it?" He shook his head, getting sidetracked, "Anyway, only the strongest and the very best could be a part of it. Right now there are only two Wreckers left, me and my buddy Jackie." He revealed, name dropping the Autobot known as Wheeljack.

Mario had a solemn look on his face, "I'm sorry to hear that, Bulkhead."

"It's fine. They're with the AllSpark now." He sighed before asking, "So how are you as strong as you are? I mean no offense, but you're a human."

Instead of being offended, Mario simply laughed as he answered, "Years of exposure to Power Ups and Mushrooms gradually gave me enhanced strength and durability. Believe me I used to be a looot weaker back in my earlier days, back then saving the princess was a lot harder than it is now." He felt a smirk tug on his lips, "Now I can destroy boulders with a single punch and leap over buildings in a single bound!"

Bulkhead let out an impressed whistle, "Jeez, that's impressive."

As the two powerhouses traversed through the abandoned mines, Mario couldn't help but ask, "So what was down here exactly?"

"Energon, a very rare source that gives life to all Cybertronians." Bulkhead answered. "It's basically our blood, without it we wouldn't be able to function. We thought it could only be found on Cybertron, but for some reason it was here as well. Now we're fighting for scraps to survive and get it before the Decepticons can get their claws onto it first."

"Decepticons?"

"Our arch enemies. They're the reason our planet has gone dark and is practically impossible to live on."

Mario looked down in thought, could this Energon stuff be the element they were looking for? With how Bulkhead described it, it was very similar to the way X-PO described the Foundation Element.

He put that thought at the back of his mind for now, and continued following the Autobot into the mines.

Meanwhile with Iron Man and Ratchet

"Any luck with finding the Foundation Element?" The silence was broken by the question from Tony Stark. Unlike everyone lese he had elected to stay back and help the Autobot medic at least try to find the Foundation Element from the Autobot base. So far they had been unsuccessful. "Cause I'm gonna be honest, I've had no luck whatsoever."

Ratchet, who was typing on the monitors, sighed and responded without looking at the human. "Sadly I am of the same state of success as you. I have not picked up a single energy reading or homing beacon that could be related to this 'Foundation Element' you speak of." He sighed once more and looked over to Tony, who was hovering in the air typing on blue holographic images displayed before him. "I am curious. Did you truly create that armor you're wearing right now?"

Tony scoffed, "Of course I did." He replied as if it was obvious.

The Autobot arches an eyebrow, while he had figured that there were some talented minds on Earth, not once had he seen such genius on display from the organic race. "Truly?" He questioned, struggling to believe his claims.

Iron Man shrugged his shoulders, "It helps that I'm rich..." He paused before adding, "...And smart...." Another pause. "...And also rich."

The Autobot didn't respond verbally, instead humming and returning to his task. He felt conflicted internally, on one hand he understood the stakes at play here. If they didn't find this Foundation Element then all of existence would be done for. But on the other he just couldn't bare the thought of Megatron getting his claws on any other Iacon relics.

It was conflicting, though that came with the territory of being an Autobot.

Being a hero instead of a conqueror.

Being a bot that heals instead of being a bot that destroys.

"This is getting us nowhere." The Autobot medic sighed as he spoke, turning his body to face Tony. "Are you certain that there are no other clues that could help us find this element?" He asked, clearly grasping at straws here, but could you blame him? Finding this thing was like finding a needle in a haystack.

Tony shut off the holographic projections and turned to face Ratchet. "Well the only thing we're going off of is what a friend of ours told us."

"And what would that be?"

"He said, and I quote, 'You're looking for a substance that grants life.'" He recited what X-PO had told them before they arrived here. "That's all I got."

When the Autobot didn't respond, Tony looked up to see a look of realization in Ratchet's optics.

"It couldn't be that simple.... Could it?" Ratchet thought to himself as the pieces of the puzzle finally fell into place. A substance that grants life. Cybertronians need a specific substance to function. Without it they'd go offline. It grants them life.

"By the AllSpark..."

Meanwhile with Optimus Prime and Twilight Sparkle

The sound of an engine echoed throughout the canyon, a big rig driving along the narrow path as a certain lavender unicorn sat in the drivers seat. Normally she would be ecstatic to be sitting in something as evolutionary as this, by Equestria's standards of course. But Twilight could only look downtrodden with her ears pressed against her head, a lonely look in her eyes.

She was thinking about them again, about how they left her.

Nearly two years of friendship thrown away because they wanted to show themselves off at Cadance's wedding. They abandoned her. They had used her to get closer to royalty. They didn't care how she felt, in fact, they didn't care about her at all!

...But did she really feel that way about them?

Should she feel that way?

They were her only friends after all.

...No, that wasn't true either.

The other Guardians were her friends too, as a matter of fact they had become great friends over the past few days that she has known them. They had made many friends in the various dimensions they had visited. But the sad fact was that these people who she had only known for a short while had treated her better than her supposed best friends.

And that's what really got to her.

"Is something the matter, Twilight?" The sound of Optimus Prime's voice broke Twilight out of her stupor, causing her to lift her head up.

She sighed sadly, looking depressed once more, "It's nothing Optimus, just thinking about... People whom I trusted with my life, only to find out that they weren't who I thought they were."

"If you ever need to talk to someone, my audio receptors are always open." Prime offered kindly as he continued to drive.

Twilight smiled softly at his kindness. She shrugged before deciding to take him up on his offer, they had the time after all. So she explained everything to him, all that was going on between her, her friends.... Celestia. She told him about the wedding, the Changeling attack, Chrysalis posing as her sister-in-law, her friends and mentor abandoning her, leaving her behind and destroying any trust that was ever between the lot of them.

And Optimus never said a word. He just listened. He actually listened to what she was saying, to how she was feeling, letting her finish what she was telling him. The Autobot leader couldn't help but feel sympathy for the poor girl.

After she was finished a brief silence followed before being broken by the sound of Optimus' voice.

"May I tell you a story?" He asked. When Twilight nodded he began, "I was not always Optimus Prime, I was not always a warrior, or leader of the Autobots." He revealed, still driving through the canyon. "Before there was a time where Autobots and Decepticons did not exist. There was peace on Cybertron, but the populace was divided, it was unequal. During that time I was a clerk known as Orion Pax. As I continued to discover Cybertrons history, I found the inequality that was present at the time."

Twilight was fully interested now, her ears shooting up as she listened attentively.

"There was also a gladiator in the Pits of Kaon named Megatronus, he too sought equality for all Cybertronians. Over time we began corresponding to one another. We became friends. Brothers. We confronted the council, and Megatronus demanded that there be change, otherwise he would enforce it by force. I did not agree, and pleaded with the council through peaceful means. Their Sparks were moved by my sentiments, but it came at a cost. Megatronus, now renamed Megatron, grew bitter and angry towards me. He became resentful and rageful. He felt that I betrayed him that day, and cut all ties with me. The next time we saw one another was when he became leader of the Decepticons."

Twilight couldn't help the tears threatening to fall from her eyes, she felt so bad for the Autobot. To have someone you considered a brother turn on you like that, to grow so vengeful and bitter towards you so much that he tried to kill you was horrible.

Was that happening to her? Was she feeling that way towards Celestia and her friends? She would never go to the lengths Megatron had, but the anger was still there.

Optimus continued, "I never had the chance to make things right with my brother, and I may never have that chance. But you, Twilight, do have that chance. They may not know that you feel this way, but you must tell them so they can make it right. Otherwise you will come to regret it for the rest of your life."

With the way Optimus had said that, something told Twilight that he felt exactly like that.

With Batman and Arcee

The Dark Knight jumped down from the gas station rooftop as he spotted a familiar looking bike approaching the destination. It was agreed that this gas station just outside of town would be their meeting point after they had split up to search for any signs of the Foundation Element.

Once Arcee's wheel stopped moving, the hologram disappeared and she transformed into her robot mode. She looked down at Batman and asked, "Did you find anything?"

"No. I'm assuming you didn't either?"

When she shook her head Batman nodded readjusting his glove. "Who's Cliffjumper?"

That made Arcee tense up, her optics shrunk at the question before turning around to look down and face the human. "What?"

"Cliffjumper, you mentioned that name back at the base." Batman explained, remembering her question about the Multiverse.

The Autobot sighed as she held herself uncomfortably, this was obviously a hard topic for her. "He was my partner, and a very close friend."

"What happened to him?"

She sighed before looking down and meeting his gaze, "He died. He was murdered by a Decepticon named Starscream, then brought back as a Terrorcon." She looked away, her hardcore exterior melting away as she thought about her deceased friend. "There was nothing I could do to save him, and that'll live with me for the rest of my life."

Silence.

"I know what that's like." Batman revealed suddenly. When she looked at him, he met her gaze with a hard, stern look. "I've lost more than you could possibly know." He added, clearly thinking about his parents' death, what Joker had done to Jason Todd, and now the fact that Damian's life was at stake.

But before either of them could continue, a sudden missile shot down on the ground, the explosion sending them both flying back, landing on their backs. Quickly transforming her hand into a plasma gun, Arcee got to her feet as a blue fighter jet nose dived downwards, quickly transforming and landing in a three point landing pose.

Dreadwing smirked as he stood upright, twisting his neck as he walked forward, "Arcee, you will relinquish the human to me at once." His eyes glowed as he closed his fists, "Or you will be terminated."

Before she could respond, she heard an incoming vehicle to her left. When she turned around she saw Knock Out, transforming into his robot mode, walking towards her with a confident and smug look on his face. "You might want to listen to him." As he walked closer, he noticed something, "Umm, where's the human?"

Upon hearing his query, Arcee looked down to her left, only to find that Batman had disappeared.

Then all of a sudden, a grappling hook shot through the air and clamped onto Knock Out's right eye, causing him to cry out in pain. "ARGH!!! MY OPTIC!!! THERE'S SOMETHING IN MY OPTIC!!! GET IT OUT!!! GET! IT! OUUUT!!!" He spun around madly as he tried to remove the hook from his socket, failing to notice the Dark Knight swing around him. Batman threw four explosive Batarangs at Knock Out's chest, each of them exploding on impact. He stumbled backwards due to the explosions as Batman called back his grappling hook, relieving Knock Out of any pain.

Meanwhile Arcee was running in front of the multiple laser blasts coming from Dreadwing's laser cannon. She quickly transformed and zoomed forward, performing a wheelie as she used a small rock formation as a makeshift ramp to sore through the air and hit Dreadwing in the face with her front tire.

As he was stunned, she transformed again nd landed behind him before kicking him in the back, sending him to the floor. The smug look on her face was gone when the Decepticon turned and smirked at her. Suddenly she heard multiple beeps from beneath her, when she looked down her optics widened as a series of explosives that were hidden beneath the sand revealed themselves.

They had been planted before hand, Dreadwing knew they would be here.

He had been tailing her this whole time.

Dreadwing activated the explosives.

They went off.

Arcee went down.

Back with Batman, he was currently evading the multiple swings aimed for him by Knock Out, who had transformed his hand into a buzz saw. "YOU! RUINED! MY! FINISH!" He yelled with each swing, missing every time. As he swung again, Batman took that moment to throw another Batarang into his damaged optic, causing him to cry out in pain.

But before the Dark Knight of Gotham could attack again, Dreadwing caught Batman off guard as he fired a laser blast at the ground behind him, the explosion sending him flying before tumbling across the ground, knocking him unconscious.

Dreadwing smirked as he made his way over to the fallen human, passing Knock Out as the injured Con asked, "You couldn't have done that earlier?!"

The second in command rolled his optics before reaching down and grabbing Batman. Once the unconscious human was in his grasp, Dreadwing pressed two of his fingers against the side of his head and said, "Soundwave, package secure. Open a Groundbridge to the Nemesis at once!"

Sometime later

Optimus and Twilight entered the Autobot base through the Groundbridge, Team Prime and the majority of the Guardians of the Multiverse waiting for them. Judging by the looks on their faces they had not been successful in locating the Foundation Element.

"No luck?" Bulkhead asked, already knowing the answer.

Twilight shook her head, "No, we didn't find anything."

"Well it's a good thing you have us then!" The voice of Iron Man echoed throughout the base, making everyone turn to him as he and Ratchet entered the main room.

"Why's that?" Sonic asked with a raised eyebrow.

Ratchet let a small smirk tug on his lips, "Because we were able to determine what the Foundation Element is."

Eyes and optics shot open upon hearing this. While the other teams had no luck in finding the element, the two brainiacs were able to determine what it actually was that they were looking for. An astonishing feat if Twilight said so herself.

"Well don't leave us in suspense!" Mario shouted loudly, excitement evident in his voice. "What are we looking for?"

"Energon." Ratchet revealed.

The looks on Team Prime's faces were beyond surprised, to think that what they were looking for was right under their noses this whole time. It was kind of a strike at their pride, save for Optimus, of course.

Sonic, clearly confused, tilted his head to the side, "What's Energon?"

It was Optimus that answered the hedgehog, "It is our lifeforce. The very thing we need to remain functional, the substance that gives our Sparks the means to power our bodies." He then turned to Ratchet and Iron Man and asked, "How did you come to such a conclusion?"

Iron Man answered, "Well I thought about what a friend of ours said, 'a substance that grants life.' Once I told Ratchet he put the pieces together and Bada-Bing, Bada-Boom! Energon!"

"And luckily we have enough to give them one cube of it to keep out of enemy hands." Ratchet said as he pointed behind him with his thumb.

Bulkhead rubbed the back of his head with his hand, "Sooooo.... We did it? Day saved?" He asked, unsure how to feel about their underwhelming victory. It was a victory sure, but he had to admit that it was a bit of a letdown.

The victory was short lived as Arcee rode into the base through the tunnel, transforming with an urgent look on her face.

Everyone looked at her with worried expressions, but they also noticed the absence of a certain bat themed superhero. "Arcee?" Optimus spoke her name in a concerned manner. "What's wrong? Where is the Batman?"

"Cons!" She panted out, causing Team Prime's optics to widen. "They took him."

Aboard The Nemesis

Megatron was very pleased.

Not only had they taken down an Autobot, but Knock Out and Dreadwing had also managed to bring him one of the Multiversal travelers, who was waiting to be interrogated in one of the many rooms aboard his warship. He couldn't stop the smile that graced his lips, his sharp teeth bare for all to see. He was on the verge of discovering the secret to Multiversal travel. With this hidden knowledge the Decepticon Armada would expand to the never ending reaches of the Multiverse.

His mood was soured somewhat when he heard Knock Out whining and complaining about his ruined finish. Honestly that bot could be such a drama queen sometimes. But to be fair he was more tolerable than Starscream, which reminded him that he needed to finish off that traitor sooner rather than later.

The doors to the room slid open, revealing Dreadwing standing at attention next to the door, Batman contained in a see through cylinder like containment unit, and Knock Out pacing around the room, glaring at the Dark Knight, who simply stared at him, clearly unimpressed.

"-AND ANOTHER THING! DO YOU KNOW HOW LONG IT TAKES TO APPLY SUCH A FINE FINISH TO MY COAT?! IT TAKES TIME AND PRECISION TO BUFF OUT ALL THE DENTS AND SCRATCHES! HOW DARE YOU USE YOUR DISGUSTING EARTH TOYS TO DAMAGE MY AWESOME--"

"ENOUGH!!!" Shouted Megatron, shutting Knock Out up instantly. The red Decepticon nodded rapidly as he took a step back, moving out of Megatron's way as he approached Batman. "Do you know me human?" He didn't receive a response from the hero, simply staring at the Decepticon warlord with a stoic expression on his face. This caused Megatron to chuckle, "Not the talkative type? No matter, you will listen well, human. I am Megatron, leader of the Decepticon Armada, and I know that you do not originate from this planet, or should I say, this universe." Again, no response. "You are here for one purpose, and one purpose alone." He set his sights on the human and leaned down to get in his face as an intimidation tactic. "So tell me. What is the secret? How do you traverse between dimensions?"

Megatron expected silence, but this time Batman smirked, "Guess."

That honestly caught the Decepticon off guard, he hadn't expected that. He had never met a human with as much confidence as this one, let alone enough confidence to mock and talk back to him.

"Watch yourself, human." Dreadwing spoke up, annoyed by Batman's blatant disrespect towards his leader. "You are in the presence of Lord Megatron, soon to be ruler of all worlds in the Multiverse."

"And I should care because?"

That had done it.

Megatron roared in frustration before aiming his arm cannon down at the Dark Knight, a purple glow shining from within it. "I GROW TIRED OF THIS!!! REVEAL THE SECRETS TO MULTIVERSAL TRAVEL NOW!!!" His eyes glowed a menacing red as he declared, "Or else."

But Batman simply walked forward and glared up at the Decepticon, "Or else what?"

The Decepticon tyrant was stunned, why wasn't this human afraid of him? It didn't make any sort of sense!

"You need me to tell you what you want to know, so we both know you won't kill me unless you find my other compatriots. Which is unlikely because they're within a secret Autobot base, which you don't know the location of. You need me, and I won't tell you a thing no matter what you do to me. So go ahead..." He took a defiant step forward and glared up at Megatron, unmoving, and not afraid in the slightest. "Do. Your. Worst."

Megatron was stunned, not only was this human not afraid of him, but he was egging him on as well, disrespecting his authority. Oh, how he would make him regret the words he had spoken. He lowered his arm cannon and proceeded to turn around and walk away, talking to Knock Out as he did, "Knock Out, prep the medical bay for 'surgery'. If he wishes for me to do my worst, then I'm more than happy to oblige him."

Knock Out chuckled as he glared at Batman as he followed Megatron out of the room, with Dreadwing following behind him. "Oh I'm going to enjoy this." With that, the three Decepticons left the room, leaving Batman to himself.

"Big mistake." He thought to himself as he tapped the buckle on his Utility Belt. It then began to beep, blinking a red bat symbol as it sent out a distress signal. "Too easy."

Meanwhile

"How could this happen?!" Twilight shouted frantically, pacing back and forth as panic began to set in. "Oh, I knew we should've stuck together! What if something happens to him?! What if we never see him again?!" She had been going on like this for the past hour while the others had been trying to figure out a way to locate the Decepticon warship.

"I don't get it." Bulkhead said. "Why would the Cons want Batman in the first place?"

Optimus folded his arms and replied with, "It would seem that Megatron has figured out that there is more to our new allies than initially perceived." He frowned at the thought of Megatron learning the secrets of the Multiverse, the implications of that alone made him worry. "We cannot allow Megatron to learn of the secrets Batman possesses."

Once Prime had said that, Sonic sped up to the railing and leaned on it casually, looking directly at Optimus. "Don't worry, Bats is as tough as they come." He got off of the railing and folded his arms, a look of confidence on his face, "If anyone can hold their own against these bots, it's him."

Prime nodded at the hedgehog before turning to Ratchet, "Has there been any further development in locating the Decepticon warship?"

The medic shook his head, "Not ye-" He was suddenly cut off by a ping on the monitor, "Wait a second.... What is that?" He asked, pointing to where the ping was located. Once everyone looked to where he was pointing, they saw a bat symbol flashing in an out.

"That's Batman!" Twilight exclaimed, happy that her friend was okay.

Ratchet was confused however, "Wait a second, how did he manage to get a beacon into our systems? Matter of fact, how did he even have access to our communications in the first place."

"He's Batman." The Guardians all said as one, completely used to their friend's methods by now.

Optimus had steely focus as his face mask clamped over his mouth, "Ratchet, open the Groundbridge to those coordinates." Both Team Prime and the Guardians moved to the Groundbridge as it whirled to life. "Autobots! Roll out!"

Back on The Nemesis

Knock Out flexed his fingers as he strolled back into the room before transforming his hand into a buzz saw, an eager grin plastered on his face. "Now human, are you ready for surgery." He chuckled as he waved his hand dismissively, "Now don't worry, you're in capable hands." He opened his optics to enjoy the look of terror on Batman's face.

Only for a look of terror to shine on his.

For Batman was gone.

Knock Out looked around frantically as he rushed over to the containment unit, seeing a freshly cut hole in the material. "Nononononononono. Where is he? WHERE IS HE?!" He shouted before beginning to hyperventilate, "Okay... Don't panic, Knock Out. Just breathe.... Breaaaathe......... IT'S NOT WORKING!!! WHERE COULD HE HAVE GONE?! MEGATRON'S GONNA HAVE MY SPARK FOR THIS!!!" A sudden sharp pain made itself known all over his body, as electricity covered his whole form.

His optics went dark as he fell face first to the floor, completely unaware of the tiny circular EMP device on his back.

Batman landed on the floor behind him and scowled, "You talk too much." He then took out his Grapnel Gun and zipped upwards into a ventilation shaft, sneaking out of the room and going further into the halls of The Nemesis.

An alarm began to blare throughout the ship, catching Megatron's attention, who had been observing his minions on the command deck. "What's this?! What is happening?!" He demanded to know as Soundwave approached him from the left. On his visor showed an unauthorized Groundbridge in one of the halls of his ship. Then from within the portal outstepped the Autobots, the other Guardians, and his most hated enemy.

"Optimus Prime."

"So where do we start?" Iron Man asked, aiming his Repulsor Rays ahead of him, on the ready for a fight.

Beside him walked Twilight Sparkle, who looked around at the dark halls of the ship and felt a sense of dread creep up her spine. "This place is massive! How're we supposed to navigate this place?" She asked, concerned with how they were gonna find their missing friend.

Bumblebee let out a few beeps as Optimus stood at the front of the pack, "Then we'll just have to search every room on this ship."

"HALT!"

Everyone turned around at the sound of the voice. Behind them were a small squadron of Vehicons. They were purple in color, with grey arms and legs with purple accents on their feet. They had a singular visor spanning across their heads with no mouths, yet their voices could still be heard.

All of the Autobots transformed their hands into blasters and aimed at the Decepticon troopers, while Twilight lit up her horn to fire a magical blast if they tried anything. Tony had his hands set on the troopers, his Repulsor Rays humming with energy.

"Welcome aboard, Optimus." The sound of Megatron's voice echoed throughout the hallway, accompanied by loud, metallic footsteps. The Vehicons lowered their blasters and stood aside as Megatron, Dreadwing, and Soundwave approached and stood in front of the group of heroes. "I don't know how you managed to locate my vessel, but rest assured, you will not be leaving."

The Guardians all scowled at the Decepticon tyrant as Optimus glared at his most hated enemy.

"Megatron, I cannot allow you learn the secrets our ally possess." Optimus declared. "Release him. Now."

In response Megatron simply laughed, seeing how humorous this truly was. "Oh, Optimus. You think I don't already know about the Multiverse?" That caused the Prime's optics to grow wide. Megatron chuckled, "I already figured it out. And once I learn the secrets of Multiversal travel, all worlds will fall under my heel!" He set his sights on Twilight and the others, "I must thank you for bringing the others to me. Now I can use them to unlock the secrets in their pitiful minds."

"That's not gonna happen, buckethead!" Bulkhead declared, his blaster set upon Megatron.

"Release Batman." Twilight demanded as her eyes glowed a bright white, her horn sparking with magic. "NOW!"

Megatron raised an eyebrow at the unicorn, "The day I take orders from organic filth like you is the day that I rust!" He then aimed his arm cannon at the heroes and grinned, "You were foolish to come aboard, Prime. Now you and your allies will be turned to scrap!"

He was about to open fire, when the sounds of pained grunts reached his audio receptors. He turned around to see all of his forces surrounded by electricity before watching them all fall to the floor. His optics were wide in shock before he let out a pained grunt of his own, falling to one knee as electricity overcame his form.

The heroes were confused at first, but the Guardians looked ecstatic when Batman glided over Megatron's head and landed in front of the group.

"BATMAN!" That came from the excited form of Twilight Sparkle as she rushed over and tackled his waist in a bone crushing hug. The Dark Knight simply patted the top of her head before she let go and asked, "Are you okay?"

"What do you think?" Batman responded with a small smirk.

"Well I'll be." Arcee uttered, astonished that the human managed to escape after all.

"H-How....?" Megatron asked weakly, his kneeling form shaking as the EMP device held him in place.

Batman turned to him and said, "Not to sound like how people think I do, but I'm Batman. I could've escaped anytime."

"N-No..."

Optimus took this moment to address his allies, "With our ally accounted for, I believe it is time to take our leave."

"I couldn't agree more!" Mario exclaimed as he and the others made a beeline for the other side of the hallway.

"Ratchet!" Optimus shouted as they ran away from the fallen Decepticons. "Open a Groundbridge."

Upon seeing his chance for Multiversal domination making a getaway, Megatron growled as he slowly got to his feet, his whole form writhing in agony as he fought against the EMP device. He clenched his fists as he channeled the power of the Dark Energon in his veins, his eyes glowing purple with black vein protruding from them, his Decepticon symbol glowing purple as well. He let out a monstrous roar as he spread his arms out, unleashing a shockwave of dark energy that dispelled the electricity.

He looked down the hallway and saw a Groundbridge open up. "NO!!!" He shouted as he quickly transformed into his jet mode and flew down the hallway at high speeds. Upon hearing his approach, Optimus turned around and fired multiple blasts at the incoming Decepticon. Megatron swerved left and right to avoid the blasts as he drew closer.

Optimus fire done more shot before jumping into the Groundbridge, making his escape.

Megatron transformed and unsheathed his blade and dove for the Groundbridge, only for it to close, resulting in him stabbing the ground beneath him. Megatron removed the blade and looked around frantically. "WHAT!!!" He shouted in disbelief before grinding his teeth together and shouting up towards the heavens.

"NOOOOOOOOOOOOOOOOOO!!!!"

Author's Note

I know some of you may be bummed out that there wasn't a real fight with Megatron, but trust me, he isn't done yet. You'll see what I mean next chapter.

Speaking of which, next chapter is the final one taking place in this universe. There we will finally deal with Freeze and Sombra, have a final fight with Megatron, and a little surprise appearance as well.

Stay tuned!

Oh! And Happy Easter!

Vehicon Trooper - AndyPurro

36. Jasper, Nevada (Part 4)

Earth 1984

Jasper, Nevada

The Groundbridge swirled to life inside the secret Autobot base as four large silhouettes and five much smaller ones were seen running through the green gateway. Optimus and Twilight led both teams through the Groundbridge, slowing down when they recognized their surroundings.

"We made it!" Twilight shouted happily.

"So it would seem." Optimus added, his mask retracting as he walked forward towards Ratchet. "The mission was a success, old friend."

Ratchet took note of this and looked down to see Batman safe and sound, surprisingly considering where he was not a few moments ago. "All is well, I assume?" He asked the small unicorn striding up to stand next to Optimus.

She nodded and said, "We managed to save Batman just in the knick of time." She didn't notice Batman looking at her questioningly, probably due to the fact that he had managed to escape by himself. The others just showed up and gave him a way off of the ship.

"The Decepticons underestimated our new ally." Optimus said to the medic. "He was able to free himself from Megatron's clutches with ease."

"Impressive." Ratchet complimented the Dark Knight. "Although Megatron doesn't like it when things don't go his way."

"Which is why it is imperative that they leave this dimension with the Energon cube before Megatron has the opportunity to strike once more." Optimus explained with a grim and determined look on his face.

"Don't forget we still have a unicorn and a mad scientist to deal with." Sonic reminded them helpfully.

Agreeing with the hedgehog, Arcee turned to Ratchet and asked, "Any luck in finding them?"

"Unfortunately no." Ratchet replied before turning around to face the monitors before him. "There hasn't been any more attacks upon the military, and Agent Fowler hasn't reported in about any further developments."

When he heard this, Mario turned to Batman, "You've dealt with this Freeze guy before." When Batman nodded, he continued to ask, "Any idea on how to find him?"

He folded his arms in deep thought, "Freeze needs to remain at absolute zero temperature to stay alive, hence why he needs the suit." He looked up at Ratchet and said, "See if you can scan for any plummets in the temperature, specifically any areas at absolute zero."

The Autobot medic nodded before running a scan of the wider area around their base and the town of Jasper. Since the area surrounding them is desert, the temperature is bound to be hot rather than cold. If there were any patches of land that had the temperature plummet to that degree, Freeze and Sombra were bound to be there.

The Autobots walked up and surrounded Ratchet as he continued to scan for any weather anomalies. "Anything?" Bulkhead asked the medic, hoping that he might have found something. But alas, he hadn't picked up anything yet, much to the Wrecker's displeasure.

While they waited, the other Guardians turned to face Batman, who had a stoic expression on his face. "So what did the Decepticons want from you anyway?" Iron Man asked, curious to what their intentions were.

Batman answered, "They wanted me to show them how we travel between worlds."

"That would be bad." Sonic commented, shivering at the thought. They had enough problems already.

Mario then thought back to what Batman said earlier on the ship, "Wait you told Megatron that you could've escaped anytime you wanted. Why didn't you?"

"I wanted to know what they were planning." Batman revealed. "I wanted to know why I was so important for them to kidnap me in the first place. Safe to say that I got the information I needed." He then looked down in thought, thinking about something, "So you were able to determine what the Foundation Element was?" He asked the group.

Twilight smiled and pointed to Tony, "Actually it was Tony who managed to figure it out."

"With help from Ratchet of course." Sonic added with a smirk.

Tony shrugged, "Meh, it's no big deal." He said in a tone that implied that it indeed was a big deal.

"AH-HA!" Exclaimed Ratchet, getting the Guardians' attention as they turned around and looked up at the monitors. "There appears to be a significantly large patch of territory that is covered in absolute zero." He pressed a button on the monitor to zoom in and enhance the image. "It appears to be another military base."

"One that they have seized for their own purposes." Optimus added grimly.

Twilight was about to comment but was silenced by the blaring of an alarm throughout the base. "What's happening?" She asked, looking around the base and seeing red lights blinking in and out.

"An anomaly." Ratchet answered. "One similar to when Unicron was awakening."

"You mean when the weather was on the fritz?" Bulkhead asked, reminding him of what happened when Unicorn was waking up.

"Precisely that." Said Ratchet. "Only this weather anomaly isn't being caused by the awakening of the Chaos Bringer. It’s rather small at the moment." He then turned to everyone with a grim expression on his face, "But it could get worse over time."

Suddenly the monitors on the walls began to glitch and become distorted, their green coloring turning into a dark shade of blue as Mr. Freeze's face appeared on the screens. "The Autobots, I presume?" He then took notice of Batman and scowled, "And the Dark Knight and his new accomplices. What a rather interesting development."

"Freeze." Batman growled.

"How did you access our communications?" Optimus demanded to know.

"Feh! Your pitiful communications were easy to access." He then smirked cruelly. "Especially since we have a friend of yours in our possession." He revealed as he moved out of the way, showing off Agent Fowler encased in ice. Standing next to the frozen human was King Sombra, who was showing off his fangs for all to see.

"Agent Fowler." Bulkhead whispered, worried about the man's safety.

"He's alive." Sombra reassured them before grinning, his eyes glowing with Dark Magic. "For now at least."

Batman took a step forward, glaring at the monitor as he asked, "What do you want, Victor?"

Freeze reappeared on screen and demanded, "The Foundation Element! A cube of Energon, here and in our possession within the hour otherwise Agent Fowler and the town of Jasper will suffer the consequences of your negligence."

"What do you mean?" Twilight asked with narrow eyes.

"You may have noticed that we have been raiding military bases for special equipment."

"How could we not?" Bulkhead asked rhetorically.

"Tell me, Dark Knight." Freeze started, directing his question to Batman. "What do you see here?" The screen shifted and showed a massive device spinning around, with laser cannons on the base, and a blue energy beam shooting up into the sky from the core of the device.

Batman sharpened his gaze as he said, "You've built a Storm Engine."

"Correct." Freeze confirmed before making his demands. "I assume you already have our location, so I won't waste any time. If you do not bring us a cube of Energon within the hour, then not only will Agent Fowler die, but my Storm Engine will release a pulse that will blanket everything in ice within a ten mile radius."

"Including Jasper." Ratchet whispered in a horrified tone. "By the AllSpark."

"Miko." Bulkhead whispered.

"Jack." Arcee muttered in a tone, worried for his safety.

Bumblebee let out a few beeps, clearly worried about Raf.

Batman looked up at the monitor and glared a Freeze before trying to appeal to his better nature. "Victor, listen to me. If you set off that Storm Engine thousands of people will die."

Freeze narrowed his eyes, "I care not for the lives of others."

"But Nora does." Batman refuted the ice cold man. "Think about it, do you think she would want any of this? All of these lives lost because you want to save her? How do you think she would feel if she found out you killed all these people just to bring her back?"

"Don't presume to know what my wife would think, Batman!"

"You know I'm right, Victor!" Batman shouted back, trying to get through to him. "She would be afraid and disgusted!"

"SHE WOULD BE ALIVE!" Freeze shouted, having grown tired of this debate. "I grow tired of this constant back and forth. You have one hour. Get to work." With that, the communication cut off.

Batman scowled at the monitor, as did Optimus Prime. The Autobot clenched his fists tightly before turning around to face the Groundbridge. "Bumblebee, retrieve a cube of Energon." When the scout nodded, Optimus turned to the medic, "Ratchet. Open a Groundbridge to those coordinates immediately."

As Prime stepped over him, Sonic turned to Twilight and asked, "We're not actually gonna give them the Energon, are we?"

"No. Not if we can help it." She answered the hedgehog's query.

"But if we can't stop that Storm Engine, we might have to." Batman said to the both of them.

As Bumblebee returned, Optimus addressed the group before, "Autobots and Guardians, we cannot allow that Storm Engine to release its pulse. If we fail to disarm the device, then we must hand over the Energon cube. But only as a last resort. I will not endanger innocent human lives. But if we are to succeed, we must destroy that device at any cost."

"Couldn't have said it better myself." Iron Man spoke up, complimenting the Autobot.

"He has a real knack for heroic speeches, doesn't he?" Mario commented to Bulkhead, who simply nodded in agreement.

As the Groundbridge opened behind him, Optimus's facemask came together before he turned to face the portal. "Autobots, Guardians of the Multiverse! Transform and roll out!"

The first thing Twilight felt when she landed out of the Groundbridge was, obviously, the cold. She shivered, her whole body shook, she hadn't felt this cold since first arriving in the Crystal Empire. She quickly lit up her horn cast a spell on herself and the other Guardians to keep them warm so that they didn't suffer from hyperthermia.

When she heard the sound of a loud thud behind her, she knew that the Autobots had arrived as well, meaning that the Groundbridge had more than likely closed by now. Twilight looked around her surroundings and saw many ice spikes that had emerged from the ground, and many dark crystals, courtesy of King Sombra.

But up ahead was where her focus was at as she saw that one of the hangar bays had been transformed into an iceberg, with dark crystals protruding from the sides of it, with a beam of blue light shooting up into the sky. That was most likely where the Storm Engine was located.

Twilight then heard Bumblebee make a few beeps, causing her to turn to face the Autobots. Arcee then responded, "I don't know if there are any human soldiers left." The scout had obviously asked if there were any soldiers left in the base. His question was then answered when they looked ahead to see many US soldiers encased in ice, frozen solid, dead.

Optimus clenched his fists in anger, "This aggression will not go unanswered. The deaths of these individuals will not be in vain." He then began to walk forward, making his way to the iceberg to stop the Storm Engine. "Bumblebee, do not let that Energon Cube out of your sight." He ordered, not wanting to lose their last resort if they fail to destroy the Storm Engine in time.

Twilight and the other Guardians pressed forward, following the last of the Primes, but the unicorn looked at the corpses and her ears fell flat against her head. She had never experienced death before, let alone this much. Murder was practically unheard of back home.

"Are you alright?" She was brought back to reality by the sound of Batman's voice. She turned and saw that he was walking beside her, looking at her with a look of concern.

She nodded slowly, "Yeah, I'm just not used to..." She gestured to the corpses around her, "...All of this."

Batman nodded before declaring, "Don't worry, Sombra and Freeze won't get away with this."

The two of them then continued walking alongside the other heroes, determined to stop this chaos before it goes any further. But all of them were so focused on destroying the Storm Engine that they were completely unaware that a certain Decepticon warlord was watching them from a nearby cliff.

Megatron smiled, "Finally." He looked down at his fist and clenched it, "I knew that if I investigated this patch of winter that I would find you, Prime. Now I will take those dimensional interlopers and your Spark!" He declared before running forward and jumping off of the cliff, transforming into his jet mode and flying down towards the base.

As the Decepticon flew down, the sound of his descent made its way to Optimus' audio receptors. His optics widened as he turned around sharply, seeing Megatron fly down towards them. "Look out!" He shouted, getting everyone's attention.

The Decepticon opened fire upon the Autobots and the Guardians, causing them all to break away from one another. While Team Prime transformed and rolled out of the way of danger, Iron Man took to the sky and shot a missile at the flying Con. Megatron dodged the projectile by barrel rolling out of the way and flying over their heads. He turned around and transformed, landing in front of the group of heroes. He kicked up snow where he landed before standing up with a sick grin on his face.

"Optimus! You never call, you never write!" He exclaimed before aiming his arm cannon at the Prime and opening fire. A purple orb soared through the air towards Optimus, enticing him to roll out of the way of the projectile.

"Megatron!" Optimus growled as his hands transformed into blades.

Sonic clenched his fists as he shouted, "You just don't know when to quit, do ya?"

"You thought you could escape me so easily?!" The Decepticon pointed at the group, "You would be wise to learn that Megatron always gets what he wants! And let it be known that I will learn the secret of Multiversal travel!"

"Like scrap you will, bucket head!" Bulkhead said, aiming his blaster at the Con.

Twilight looked around frantically, stress entering her mind as time ran out. "We don't have time for this! We have to stop the Storm Engine!"

"I agree," Optimus concurred, not taking his sights off of Megatron. "Twilight Sparkle, you and the other Guardians will have to stop the Storm Engine alone."

"What about you?" Mario asked.

"Megatron will not stop until the knowledge you possess is in his grasp." Optimus informed the plumber, knowing his arch enemy all too well. "We will buy you as much time as we can. But it is imperative that you destroy that Storm Engine, otherwise thousands of human lives will be lost."

Twilight looked unsure but nodded anyway, believing that the Autobots knew what they were doing. "Okay, good luck!" She encouraged before turning to face her friends. "Tony, get me and Mario up there. Sonic, you dash up and meet us there. Batman, you grapple up as well. Don't touch any of the crystal lest you wish to experience your greatest fear." They all nodded, causing Twilight to smile. She was getting the hang of this leadership thing. "Let's go!"

As the Guardians began their ascent up the iceberg, Megatron growled and aimed his cannon at the organic beings. "NO!" He shouted as he prepared to fire, only to be stopped by a blast from Bumblebee, causing him to stagger slightly. He set his sights back onto the Autobot before letting out a raspy chuckle. "It seems that in order to get to them, I must get through you."

"You will not go anywhere near them, Megatron." Optimus Prime declared with narrowed eyes.

The Decepticon let out a hearty laugh, finding this whole thing humorous. "And who's going to stop me? You? The Autobots couldn't defeat me on Cybertron, even you failed to stop me. What makes you think that this encounter will be any different?"

"Because the cost is too great." Was Optimus' answer before he pointed his blade forward.

Megatron unsheathed his blade.

"One shall stand!"

"And one shall fall. YOU, OPTIMUS PRIME!!!"

Team Prime charged forward; Megatron rushed ahead. Optimus transformed his left hand into a laser blaster and opened fire, Megatron returned that fire. They continued to open fire until they met in the heart of the snow, Optimus swung his blade downward, Megatron blocked it with his own blade. He was about to counterattack but was suddenly rammed in the side by Bulkhead.

As Megatron stumbled, Arcee rushed past Bulkhead and leapt into the air. She tried kicking the warlord in the face, but Megatron grabbed her leg and swung her into Bumblebee, knocking them both down. He smirked at the fallen bots, but it was soon wiped from his face as Optimus spear tackled him to the ground, causing them both to roll in the snow.

Prime began laying into his former brother, punch after punch, delivered to his face, he was unrelenting. He was only stopped when Megatron punched him in the side and kicked him off of him, sending Optimus sprawling onto his back. Megatron jumped to his feet and began opening fire on Bulkhead, who was running around the Con to avoid the blasts.

Megatron grunted as four blasts hit his back, ceasing his attacks. He turned around and received a punch in the face from Bumblebee, which was followed by a kick in the back of his knee by Arcee. The Decepticon fell to one knee as Bumblebee threw another punch, only for it to be caught by Megatron, who smirked before headbutting the scout. He unsheathed his blade and went to stab Arcee as Bee stumbled backward, but was stopped when Optimus rammed into his side in his vehicle mode.

Prime transformed back into robot mode and gave a right hook to Megatron's jaw, then a gut punch with his left, followed by a kick to the chest, sending Megatron soaring through the air. The Decepticon transformed as he flew through the air, taking off into the sky and turning around. He opened fire upon Optimus, who was running directly toward him.

The last of the Primes jumped into the air and latched onto Megatron's wings, the shift in weight sent them spiraling through the air before Megatron transformed once more, seizing Optimus by the throat as Optimus did the same. Prime kicked away from Megatron as they landed, both of them crashing into the snow, creating trenches where they landed.

Megatron got to his feet.

As did Optimus.

"We were brothers once!" Megatron roared, his eyes turning purple as he channeled the Dark Energon in his veins.

"Once." Optimus said coldly before charging forward to continue the fight. Their fists met, creating a shockwave that sent snow flying through the air.

Meanwhile

Batman retracted his grappler and gilded through the air, the snow storm more prominent at the peak of the iceberg than anywhere else in the base. He landed on the ice as Iron Man set down Mario and Twilight. A dash of blue was caught in his peripheral vision, which was Sonic struggling to maintain his footing on the ice.

"Everyone accounted for?" Batman asked, to which he received nods of confirmation. "Good, now let's destroy this Storm Engine."

The Guardians then approached the engine, which looked a lot bigger in person. Batman noticed a small platform at the top of the engine and wondered what it was for. He used his Detective Vision to see if there were any structural weaknesses in the engine, and he assumed Tony was doing the same.

He saw something swirling in the core of the engine, that must've been where the pulse would originate. It was building up power and once it reached critical mass, it would release all of that pent up cold and spread it within a ten mile radius.

"J.A.R.V.I.S.? Can you shut it down?" Iron Man asked his A.I. companion.

"If you can get me into the mainframe I should be able to, though it might take some time to do so." Was the response he got.

"Good enough for me." He then spoke to the group as a whole. "I'm gonna get J.A.R.V.I.S. into its mainframe so he can shut it down. Cover me."

But before he could move, a dark crystal shot out of the ground, and a dark shadow shot forward and engulfed them. As their eyes glowed green, Sombra's chuckle could be heard echoing in their heads.

Mario's fear

Mario's eyes shot wide open, a pained gasp escaped his throat as he sat upright. His chest was heaving, he was gasping for air as black smoke filled his vision. He placed a hand over his chest as he got to his feet. "Hello?" He shouted out, wondering where everyone was. "Twilight? Bats? Tony? Sonic?" He received no response. "Where the heck is everyone? Matter of fact, where am I?"

He felt something land at his feet.

Curious, Mario looked down to see what it was, only to inhale sharply as he gazed upon the singed cap of his brother. It was scorched, tiny flames danced on the brim, smoke rising from the burnt cap. He bent over and picked it up, holding onto his brother's hat as tears threatened to fall from his eyes.

"Lui?"

As the smoke began to part before him, het let out a horrified cry as the Mushroom Kingdom came into view.

A sight that normally made him feel joy, left him horrified.

Everything was on fire, Toads were in chains, airships covered the skies, and the castle crumpled to the ground in a burning heap.

Mario took a step forward when he saw Peach, she was reaching out for him. He reached for her.

She fell.

Mario screamed.

Iron Man's fear

New York was in ruins. Avengers Tower was a shadow of its former self.

Tony looked around at the world he created, smog filling the sky, skulls scattered in the streets. Cars were in ruins, buildings were falling apart. He looked around in horror as thousands of Ultron Sentries flew through the air, originating from a metallic moon like citadel that loomed over the planet.

Ultron Sentries scoured the streets, exterminating any and all organic life they came across. Skulls were crushed under their heels as they marched, fulfilling the will of their master.

And sitting before him were the burnt remains of his comrades. Captain America's shield was shattered into pieces and Mjölnir was broken into rubble.

Tony took a step back, he never wanted this. He just wanted to save the world.

"I had strings
But now I'm free
There are no strings on me."

The sound of his voice shook him.

Tony fell to his knees.

Ultron rose up.

Twilight's fear

Laughter. That's all she could hear. Mocking laughter as various shadows appeared before her.

Shadows of the colts that bullied her in school. Shadows of friends she never made.

Shadows of her friends laughing at her.

Twilight fell to her haunches and covered her face with her hooves as she began to shake violently. The taunting grew louder, and the voices became clearer. They were the voices of those she thought she could trust more than anypony.

The voices of her friends.

"Silly Twilight! How can anypony be friends with a party pooper like you!"

"Stop."

"You thought that Ah'd actually thought of you as part of mah family?! Hah! That's hilarious, sugarcube! Ya were nothin' more than a pony Ah had to tolerate!"

"Please."

"Um.. Twilight, I'm sorry that I misled you, but I don't actually really like you that much. I just had to get along with you because you're the Element of Magic. To be honest, you mean very little to me."

"Don't you think I know that?!"

"Darling please understand, it's not that we don't like you. It's that we were obligated to include you to ensure that the Elements worked as intended. Plus the opportunity to converse with royalty! Surely you understand?"

"I understand more than ever!"

"Why would I ever be friends with someone as uncool as you? You're nothing but an egghead, a loser who only got to where she was because she had a panic attack. And you think you're so great? Please, I'm 20% cooler than you'll ever be. Sorry, but that's just how it is."

"Shutupshutupshutupshutupshutup!!!!"

"You have a lot to think about."

Twilight's screams echoed throughout the darkness.

Sonic's vision

Sonic didn't know where he was, it was full of moving sand, it was desolate and dead. There was nothing for miles, except for... a pyramid? With Twilight's Cutie Mark plastered on the front? Was that a bat symbol? An Arc Reactor? A golden ring? A mushroom? Where the heck was he?

The cracking of thunder caused him to jump and look up into the sky. It was a purple color, with red lighting flashing every second. He felt a sense of dread, a feeling of emptiness. He gazed ahead and saw six silhouettes standing atop a hill of sand.

A large alicorn with eyes of darkness, filled with nothing but hate.

An armored man dressed as a bat, with red eyes and a lightning bolt in the middle of his symbol.

A short man with pitch black eyes, ghostly white skin, wearing red overalls.

A hedgehog with rather large quills that jutted upwards, wearing a cloak on his waist, with red eyes that pierced his soul.

A man of iron wearing black and gold armor with red highlights.

An amber unicorn wearing black armor with a sun Cutie Mark on her flank.

And hovering before them all was a silver amulet with wing tips, the head of a unicorn with red eyes, and a red jewel in the center of it.

The Alicorn Amulet was surrounded by purple and red fire that appeared to have a glitchy effect to it.

And up in the sky was a massive silhouette with eight eyes staring down at the hedgehog.

This truly was The End, and Sonic knew terror.

Back in reality

"Yesss." Sombra relished in the fear that was taking a hold of his enemies. "Do you feel it? The crushing weight of your failure? Knowing that you cannot combat your greatest fears? Face it, victory is assured!" He was suddenly cut off from his rant by a Batarang that zoomed past him. He watched as the projectile lodged itself into the crystal behind him. Once it exploded, Sombra snarled, "What is the meaning of this?!" He turned around to face whoever dared defy him, only to find Batman standing there, his eyes no longer glowing.

"I'm not afraid, Sombra."

The Dark King took a step back in shock. "Impossible!"

"I learned to face my fears a long time ago." Batman revealed as the effects of the Dark Magic began to ware off, getting everybody back to their senses. He glanced at his allies and asked, "Everyone alright?"

They all looked unnerved, especially Twilight and Sonic, but they shook it off... somewhat.

"Just peachy." Iron Man grunted as he glared at Sombra.

"Itchin' for some payback." Mario said as he smacked his fists together.

"I told you that it wouldn't work." The voice of Mr. Freeze shouted as he appeared on the platform on the Storm Engine. "The Dark Knight has long since mastered the means to overcome any form of fear induced hallucinations. It was a fool's errand."

"It's over, Freeze!" Batman declared, taking a step forward as he glared up at his enemy. "We have you surrounded."

"Irrelevant." Freeze dismissed as he used his jetpack to slowly descend to the ground. "Where is the Foundation Element?"

"Around." Sonic answered cryptically, taking his mind off of what he just saw.

Twilight was in much the same boat as he was. "Please, there's still time to stop this!" She pleaded with the villain. "Shut down the Storm Engine! Spare these innocent lives, I'm begging you, please!"

Instead of faltering in his resolve, Freeze's resolve grew stronger, "If you will not hand over the element willingly."

"Then we will pry it from you cold, dead corpses!" Sombra finished as his eyes glowed green, barring his fangs for his foes to see.

Sombra turned to shadow and grew larger as his shadow form surrounded the iceberg. The Guardians looked at the shadow tornado that surrounded them and saw large green eyes pierce through the darkness. Multiple dark crystals shot up from the ground, causing everyone to scatter.

Mr. Freeze took this chance to fly into the air, dropping Freeze Mines as he flew through the air. Clusters of ice spikes erupted from where the mines impacted, causing the ice to spread to where Sonic and Mario were standing. The plumber jumped into the air and tried kicking Freeze out of the air, only to be swatted away when he was struck by Mr. Freeze's gun.

Sonic spin dashed away towards Twilight, who was galloping left and right, avoiding multiple dark crystals that were emerging right at her hooves. Sonic uncurled and stood next to his friend as Sombra suddenly appeared with a grin on his face.

He fired a blast from his horn, which was swatted away by Twilight, who swerved her head to the right as her horn lit up with magic, sending the beam moving away from the two. Sonic dashed forward as Sombra turned to shadow, evading the azure hedgehog. As Sonic uncurled several more crystals shot up, attempting to puncture his feet. He saved himself by curling into a ball and bouncing into the air, uncurling as Iron Man flew past him, firing multiple missiles at Mr. Freeze, who was currently on the ground battling Batman.

Speaking of, Batman rolled out of the way of a Freeze Blast from the villains gun, rolling into a crouched position and throwing three Batarangs at him. Unfortunately Freeze had anticipated this and pressed a button on his gauntlet, activating a blue shield to protect himself from the missiles and the Batarangs. He scowled as he stomped his foot on the ground, tiny spikes of ice spreading from the point of impact.

The Dark Knight took out his Grapnel Gun and made his way to the Storm Engine, evading the attack. Freeze immediately took to the air, activating the missile launcher that rested on his shoulder. He fired three ice missiles at the Batman as he landed on the platform on the Storm Engine.

Batman ran as the missiles exploded behind him, running ahead of the projectiles as he threw multiple Batarangs to get Freeze off of his back. Mr. Freeze began charging up his gun; this was his chance! Batman fired his Grapnel Gun and attached it to Freeze, zipping up and kicking the dome that protected his head, sending them both crashing onto the iceberg below.

Back with the others, Sombra had conjured up a scythe made purely of Dark Magic and was swinging it at Mario, who jumped over the attack and tried landing a kick to the king's face. But out of nowhere a burst of Dark Magic sent him flying right past Sonic, who was running directly towards the villain, swerving left and right avoiding multiple orbs of Dark Magic.

Sombra swung his scythe at the hedgehog, who simply slid under it with a smirk plastered on his face. He delivered a kick to Sombra's legs, causing him to stumble as Twilight fired a beam of magic directly into his chest, dispelling the scythe and sending him to the floor. While he was down Twilight quickly galloped over and turned around, delivering a nasty buck to Sombra's face, sending him flying through the air.

As he soared through the air Twilight grabbed him with her magic and smashed him against the ground several times before flinging him to the right, the king tumbling across the iceberg as Iron Man landed on top of the Storm Engine, displaying a holographic image as J.A.R.V.I.S. began hacking into the machine.

Freeze saw this and shouted, "NO!" as he aimed his gun at the Armored Avenger. But he was suddenly blindsided by Twilight, who hurled a chunk of ice at him while he wasn't looking. He stumbled as Mario charged up behind him and shoulder charged him, damaging Freeze's suit.

The ice cold villain looked around and saw that he was surrounded by the Guardians. He took to the air to try and stop Iron Man from shutting down the engine, but he felt a heavy weight on his back. Looking behind him he saw Batman grabbing hold of him, hitting his shoulder with his elbow, causing sparks to fly. Batman then punched Freeze's jetpack, tearing out the exhaust hose as they began falling out of the sky. Freeze grunted as Batman delivered one last punch to Freeze's dome, cracking it as they landed in a heap.

Batman rolled across the ice and stood upright.

Freeze crash landed, his suit damaged beyond repair.

Back with Tony, he was almost done hacking the device, shouting to J.A.R.V.I.S. "Anytime now, pal!" Not even a second later the beam shooting out of the Storm Engine ceased as it began to power down. Iron Man took a step back as he scanned the engine, making sure that it was disarmed. "It's no longer drawing power. Holy hell, we did it."

"Was there ever any doubt, sir?" J.A.R.V.I.S. commented cheekily.

The billionaire chuckled as he turned around a hovered off of the platform and landed next to his friends, who were busy surrounding the now defeated Mr. Freeze. All of a sudden Sonic speeded off and returned with the unconscious King Sombra. He dropped him unceremoniously and dusted off his hands.

Freeze panted heavily, already feeling the temperature coming into the crack in his dome. "Do you know... What you have done?" He growled, clenching his teeth as he glared at the heroes surrounding him. "Without that element my wife will remain frozen."

"If we gave you that element, all would be lost." Twilight replied sadly, feeling sympathy for the man who only wants to save the woman he loves.

Batman crouched down to meet Freeze at eye level. "I'm sorry, Victor. But you don't know what's at stake."

"My wife's life is at stake!" He sneered in reply.

Batman was about to respond but was stopped when everything started shaking, causing him to stand upright and look around for the source. "What the hell?" He muttered as he looked at everyone else, who were also confused.

Struggling to maintain his balance, Sonic glared down at Freeze and asked, "This also a part of your plan?"

But surprisingly Mr. Freeze shook his head in denial, "No. No it isn't."

Back with the Autobots

Arcee grunted as her back hit the floor, letting out a a gasp as Megatron's foot stomped on her chest. Team Prime had done their best to ward off Megatron while the Guardians stopped the Storm Engine. Unsurprisingly Optimus fared the best against the Decepticon, but even he wasn't able to bring him down.

The last of the Prime's was currently getting back up to his feet, as were the other Autobots, when they saw Megatron aim his arm cannon at Arcee's head. "No!" Optimus shouted as he made a beeline to the two.

Megatron smirked, "Prepare to join Cliffjumper in the AllSpark." He would have finished her then and there, had a sudden earthquake interrupted him. "What's this?!" He shouted in confusion as he looked around, only to see Optimus and the other Autobots looking in confusion.

A sudden roar caught everyone's attention as they turned towards the source. There, they saw a massive red tear in reality split apart.

"What the...?" Bulkhead wondered aloud as he took a step back.

Something was coming through, something big.

Back with the Guardians, they looked on at the familiar site, dread and caution etching their way into each of them. Another Titan was coming through.

That dread was amplified when the Titan stepped through.

This was the tallest of the Titans, constructed primarily of brushed white metal with black and red highlights. It highly resembled Giganto, as a humanoid with a broad upper torso and thinner legs, with holes resembling eyes along its entire body. Its wrists and hands were black, with three fingers ending in pointed red claws. Attached to its shoulders was a cape-like plate featuring ten cylindrical thrusters. Its head was covered by a red helmet that connected to a spinal cord down its neck. This helmet had multiple lines and lights analogous to eyes. Two horn-like protrusions rose above the back of its head, curving around its face and splitting into three horns pointing downwards on each side. Its chin had four more protrusions similar to a beard, the outer pair longer than the inner pair.

Supreme let out a roar as it began approaching the frozen base, its massive shadow looming over the base.

But while everyone was distracted by the appearance of the former leader of the Guardians, they failed to notice a portal open beneath Freeze and Sombra, causing them to fall into it and make their getaway. Mario turned around and groaned, getting everyone's attention.

"They got away!" Mario shouted, tired of the villains always making a quick getaway.

"I think we have bigger problems, Mario." Twilight reminded the plumber.

Tony agreed with the unicorn as he walked to the edge of the iceberg, "She's right. We can't let that thing get to the town." With that he took off into the air, with Sonic dashing after him as well.

Twilight let out a yelp as Batman wrapped his arm around her tummy and lifted her up, carrying her as he fired his Grapnel Gun, zipping them off the iceberg as Mario leapt into action alongside them.

Back down with Team Prime and Megatron, they all took a step back away from the approaching Titan, but stopped when they saw that the Guardians were doing the exact opposite. They were headed straight for it.

"A-Are they out of their minds?!" Arcee shouted in disbelief.

To this, Optimus shook his head. "No. They are braver than most." He directed his sights toward Supreme and said, "Autobots! Stop that creature from reaching the town." He looked over to see that Megatron was gone. He shook his head before transforming and rolling out.

As Twilight ran alongside Mario and Batman, she heard something beep behind her. She turned and saw that Team Prime was alongside them. She smiled as they transformed and ran towards the leader of the Titans. She lit up her horn, guiding the way as she and Optimus led them to victory.

Meanwhile Iron Man was flying around Supreme's head, firing missiles at its head to try and damage it. Seeing as how he was a Guardian, meaning that only he and his allies were the only ones capable of damaging the monster, this shouldn't be a problem. But to his surprise, this merely annoyed the Titan as he set his sights on the Armored Avenger and opened his maw, a red light growing brighter from within.

"Oh sh--" He was cut off as he nosedived, narrowly avoiding the mouth beam that would've surely been his end. He flew back around and noticed Sonic running up along his leg, hitting it with as many spin attacks as he could to try and cause some damage.

Tony stopped in front of the monster and fired a Unibeam, causing little to no damage whatsoever.

That was a blow to his ego.

Back on the ground the Autobots were opening fire upon the monster while Batman grappled up to its leg, throwing explosive pellets as he soared upwards. Mario tried shoulder charging it, but it did nothing. He looked behind him and saw Twilight fire a blast of magic at the beast's foot.

What surprised him was that Supreme actually let out a groan as it stepped back away from the unicorn.

"What the hell?" Tony asked no one in particular. He looked down and saw Twilight with a look of confusion on her face. He zoomed down and landed in front of her. "Was that you?"

"I-I think so."

"Well hit it again."

She nodded and fired a beam at Supreme once more, this time aiming at its knee.

It staggered.

It actually staggered.

Everyone was in shock, turning to Twilight, who was also in shock.

"Twi, I think you're the only one that can hurt it." Tony muttered, putting the pieces together. "Hit it again, but this time give it everything you've got!"

But they wouldn't get the chance as Supreme stomped his foot onto the ground, red cracks spread across the ground before chunks of the earth erupted out of the ground and soared into the air, with the Autobots and the other Guardians standing atop them as they flew.

Twilight, Optimus, Arcee, Iron Man, and Batman were stood on the debris that floated before Supreme's open maw. A red glow shining through its teeth as it prepared to fire another mouth beam. Optimus already had his blaster on the ready, as did Iron Man.

But Supreme's attention was suddenly shifted by four purple explosions on its head.

It turned.

As did everyone else.

Megatron fired again.

Flying around the beast in his jet mode, Megatron continued opening fire, declaring, "THIS IS MY PLANET!" as he continued his aerial assault.

"Megatron?" Optimus questioned, confused as to why the leader of the Decepticons was aiding them.

"ARE YOU GOING TO CONTINUE TO DAWDLE?!" Megatron shouted as he transformed and punched the side of Supreme's face, dealing no damage whatsoever. "FINISH THIS OR I SHALL FINISH YOU!"

"Twilight?" Batman asked, turning to the unicorn. He saw that she was building up insane amounts of magical energy. Her horn fizzed and sparked as her eyes turned into pure white, magical energy seeping from her very form. Once she opened her eyes she released a beam of pure magic directly into Supreme's mouth, sending it tumbling back as it moved its hand to block the attack.

Tony fired a Unibeam to support his friend.

Optimus fired a barrage of laser blasts, as did the other Autobots.

Eventually Twilight's magic broke through and struck Supreme in the face, causing it to fall to its knees as it let out a shriek that shook the very earth itself. Eventually it died down as Supreme's head lowered, defeated just in time.

The chunks of earth began to lower to the ground as a portal opened beneath the Titan. They all watched on as Supreme fell into the portal, growling in defeat. Once the Titan was gone, a sense of calm washed over everyone once as they returned to the ground.

But that calm didn't last long as Megatron landed in front of the heroes with a scowl on his face. Everyone readied themselves as the leader of the Decepticons simply stood and stared at them. He closed his optics and chuckled before saying, "I suppose there is more to this than meets the eye, eh Optimus?" He then pulled out an Energon cube. More specifically, the Energon cube that Bumblebee had.

His optics widened, he must have lost it during the fight.

"Now why, oh, why did these organics want an Energon cube of all things?" Megatron asked with a smirk on his face. None of them answered, so he decided to take a different approach. "Explain or we go back to how things were before."

Twilight and the Guardians looked unsure, but the unicorn, against her better judgement, explained everything to the Decepticon. The Foundation Elements, what they were, what would happen if Exiled got them all. She neglected to tell him about how they traverse between dimensions, she wasn't that naïve.

Megatron, upon hearing this, looked down at the cube, then at the Guardians. If what they were saying was true, then it didn't really matter if he learned Multiversal travel if everything was going to end anyway. So he did the unexpected.

He tossed the cube to Optimus, who caught it in his hands.

He looked at his former brother with wide optics, shocked that Megatron was just giving them the cube.

"Why?" He dared ask.

Megatron shrugged, "If were all destined to be one with the AllSpark, then there's no point in dragging this out any longer." He answered before setting his sights on the Guardians. "Besides, if I wish to function long enough to conquer this planet, then who am I to deny the opportunity to prevent my certain destruction?" He then gave them a mocking bow before walking backwards. "Until we meet again, Optimus Prime."

With that Megatron took off into the air, presumably making his way back to the Nemesis.

Optimus glared up at his worst enemy before crouching down and handing the cube to Twilight, who took it in her magic. Suddenly another portal opened up behind the Guardians, causing everyone to turn and look at it.

"That doesn't look like a Groundbridge." Bulkhead stated, eyeing the portal skeptically.

Mario turned and looked up at the Wrecker. "That's our ride."

Sonic looked up at the Autobots and said, "We can't thank you all enough for your help."

"Without you, we wouldn't have gotten as far as we did." Twilight told them truthfully, a smile on her face. "And I can't thank you enough, Optimus."

The Prime got to one knee and met Twilight's eye level, "You have the markings of a great leader, Twilight Sparkle." He said, his words genuine. "I know you will lead your allies to many great heights. Save many worlds. I am truly honored to be a part of your story."

With tears brimming her eyes, Twilight galloped and nuzzled against Optimus' cheek, the last of the Prime's letting a small smile grace his face.

The other Guardians were also saying their goodbyes.

Mario and Bulkhead shared a fist bump.

Sonic and Bumblebee gave each other a thumbs up.

Iron Man told Optimus to give Ratchet his best.

And Batman and Arcee nodded to one another, a sign of the respect that had for one another.

With their goodbyes said, it was now time to go. The Guardians turned around and began walking towards the portal, another Foundation Element in their possession. But as she walked, Twilight couldn't help but feel bitterness as she thought back to her fear manifestation. Sure it wasn't real, but did that mean that what she saw in the vision was entirely wrong?

She just didn't know.

And she wasn't the only one with a sense of unease.

Sonic couldn't help but think back to his vision. To what he saw. The six figures, that massive beast with eight eyes, that amulet. He had a feeling that that was important.

He couldn't help but shiver as he kept thinking about it.

Just what was that?

Foundation Prime

Exiled's Fortress

Pinkie Pie let out a shudder, a yelp, and... a squeak?

The Equestrians turned to face her as her whole body spasmed and shook, her tail was twitching, her left ear was wiggling, her eyes were woozy, her belly was fluttering, and her legs were trembling.

"What is this?" Princess Luna asked, wondering what was going on.

"Pinkie's havin' a doozy." Applejack answered, getting the feeling that this wasn't anything good.

"A-A-A-A-A-N-N-N-N-N-D-D-D-D I-I-I-I-I-I-I-T-T-T-T-T'S A-A-A-A-A-A-A-A B-B-B-B-B-B-B-I-I-I-I-I-I-G-G-G-G-G O-O-O-O-N-N-N-N-N-E-E-E-E!!!" Pinkie stuttered out as her whole form continued shaking.

Luna looked away and moved to the edge of the dome, watching as her new friends that were also being held captive conversed among themselves. She moved her eyes over to the Elements of Harmony on display and let out a horrified gasp.

This caught Celestia's attention. "Luna? What is it?"

The Lunar Monarch simply pointed her hoof toward the Element of Magic. When Celestia moved her sights toward it, she too let out a gasp of pure, unadulterated horror at what she saw.

The color in the Element of Magic.... was fading.

Author's Note

One more world to go.

Oh! And that vision, will definitely come into play later, but maybe not in this story.

Ya never know...

Alicorn Amulet - SparkleCouple

Supreme - HGBD-WolfBeliever5

37. The Haunted Mansion (Part 1)

Unknown Earth

Vorton

Twilight couldn't help but feel grateful for the warmth now that they were back on Vorton, the cold was really starting to get to her. She placed the cube of Energon to the side with the other Foundation Elements as the others landed from the Gateway behind them.

Sonic dusted his hands off to rid his gloves of the snow that had made itself comfortable on the white fabric. "Alright, that's two Foundation Elements down. Only one to go." He walked ahead of the group, wiping all of the excess snow off of him. "Ugh, this is why I hate the snowy Zones back home. It gets everywhere."

Mario hummed in agreement has he removed his cap and shook it, getting rid of the snow. "I agree, but you know what's worse?" He countered, placing his cap back on his head. "Sand."

Sonic groaned in agreement, "Ugh, I retract my previous statement. Sand is the absolute worst."

Twilight couldn't help but giggle at the pair as they bantered before noticing a certain robot descend from above. "Hi X-PO!" She greeted happily, waving her hoof in greeting.

X-PO waved his own little, tiny arm as well. "Hi Twilight!" He then noticed the giant cube off to the side, "Looks like you found the element. Huh. It's bigger than I thought it would be." He then shrugged, "Oh well. We only need one more to reconstruct the map to Foundation Prime. And the sooner we get it, the sooner we can get your friends back and stop Talos."

Tony approached the robot and asked, "What can you tell us about this next dimension?"

"Only that it's set in the nineteen sixties. So technology isn't very advanced there." X-PO revealed. Any info was good info after all. "Also try not to interact with the locals."

"Why?" Batman asked.

"Cause the supernatural in that world, or the superhuman in your guys' cases, is practically non-existent. Anything supernatural in that dimension can be explained with cheap parlor tricks and special effects. If the locals see you guys and can't explain it, it's gonna be a whole thing and I don't feel like dealing with that today."

After X-PO had finished his explanation, Sonic began listing off the key points with his fingers, "Okay so, find the Foundation Element, and don't be spotted by the locals." He listed off before giving the robot a thumbs up with his signature smirk. "Sounds easy enough! We got this."

"Alright! If that's everything, then let's get a move on!"

Earth 1969

The Haunted Mansion

The Mystery Machine bounced along the rocks on the hill leading up to the mansion, a swarm of bats flying through the air as they approached. Once it was set into park, the gang stepped out of the van and made their way up to the door.

This group was made up of five individuals, two of them female, and three of the male.

The leader wore a blue, collared shirt with a white jumper over the top of it. He also wore blue pants, had blonde hair, and wore an orange ascot around his neck.

The second was a scrawny looking fellow, he wore a green short sleeved shirt, baggy brown pants, had a scruffy beard on his chin and had brown hair.

The third was a brown dog with three black spots on his back, and wore a blue collar with the initials SD engraved into it.

The fourth member was a female brunette wearing an orange jumper with a red skirt, orange stockings, and a pair of glasses on her head.

The final member was a red headed female wearing a purple dress, had a green scarf on her neck, a lavender headband in her hair, wore lavender leggings with shoes to match.

Scooby Doo and Mystery Incorporated eagerly approached the door of the haunted mansion. Well, everyone besides Shaggy and Scooby, who were shaking like leaves due to the fear that they were feeling. That fear intensified when they both heard a swoosh in the air. Scooby yelped and jumped into Shaggy's arms as he scurried towards the door to meet with the others.

The mansion looked run down, with boarded up windows, wooden planks hanging off of the roof, multiple bats flying around the premises, and an overgrown garden slithering up the rusted gates.

The house rested on a cliff, nearby an abandoned fun-fair, and down the bottom of the hill in a secluded area was a portal, and from that portal out jumped Twilight Sparkle and the other Guardians of the Multiverse. Once the portal closed they took in their surroundings. Everything looked cell shaded, just like back in Springfield, except it looked a lot older and more toned down.

Sonic took a look around at his surroundings and smirked, "Wow, this place looks like something out of a ghost house." He commented before ducking down to avoid a bat swooping at his head. "Hey bats, can you tell your... bats to knock it off."

Batman suddenly shushed the hedgehog, annoying him greatly.

"Hey, don't shush me!"

"Be quiet!"

Twilight slowly approached her friend, who was leaning beside the cliff, appearing to be listening to something. "What's wrong?"

"My cowl is picking up voices atop this cliff," He explained while not looking down at Twilight. "We're not alone here."

"I'm picking up the same thing." Tony added, his helmet also picking up audio from up ahead.

"Well, what are they saying?" Mario asked, approaching the Dark Knight, hoping for some clarity on the situation.

Batman turned and glared at the plumber, who wisely took a step back from the hero. Twilight couldn't help but giggle at the sight before promptly shutting up when the Bat Glare was set upon her.

Back up at the mansion, Fred addressed his friends with their current location. "Well, gang, this is my Uncle Arthur's house." He then noticed a dangling string and tugged on it, causing the doorbell to ring. It was so loud that even the Guardians below could hear it, emphasized by the fact that a swarm of bats flew away from the roof of the house.

"Arthur Jones, the famous explorer..." The one who expanded on Fred's declaration was Velma, the brains of the group. "Do you really believe he saw a Ghoul and a walking scarecrow?" She asked, wanting to be sure that the info they got was solid.

Fred shrugged, "He certainly thinks he has. He said they're after the Diamond Scarab he found in Egypt."

Batman frowned in thought, could this Diamond Scarab be the Foundation Element? He needed to listen more to be sure.

The leader in the ascot turned to Shaggy and Scooby and asked them, "Hey, guys? Can you check out the old fun-fair? That's one of the places the monsters have been seen."

Both Shaggy and Scooby paled at the request, the dog leaping into Shaggy's arms as he shook like a leaf, his teeth chattering in terror.

"Fun-fair?" Shaggy stuttered out.

"Ghost Train?" Scooby yelped.

Fred smirked knowingly at Velma and Daphne as he said in an enticing tone, "Say, guys, do you think that Fun-fair has a cotton candy machine?"

"Cotton candy?" Scooby peaked up at that before turning to Shaggy, "Let's go!"

Shaggy dropped Scooby to his feet before darting for the Mystery Machine. "Right behind you, o'l buddy, o'l pal!" They both laughed as they got into the van and drove back down the hill. Somehow they failed to notice the lavender unicorn, the man in a suit of armor, the short plumber, the azure anthropomorphic hedgehog, and the man dressed like a bat.

How oblivious can you be?

Batman shook his head and turned to the others, "The group up top mentioned an item called the Diamond Scarab." He folded his arms in thought, "That sounds like our Foundation Element, but we can't be sure."

"It's probably best to get up there and scope the place out." Tony suggested to the group, thinking it was the best idea at the moment.

"That's a great idea, Tony!" Twilight agreed before turning to Batman, "Okay, stealth is your forte. How do we go about doing this without being seen?"

Batman glanced up at the house above them, "They've probably already entered the house by now. We should go in after them and perform a thorough search of the mansion." He then leaned around the corner to ensure that the coast was clear, "If we don't find anything, then that fun fair is our best bet."

Twilight nodded and walked around the corner, "Then that's what we'll do! Come on!" She encouraged as she began trotting up the path towards the mansion., the group following close behind her.

Tony decided that it would probably be best if he didn't fly up to the house, as it would draw unwanted attention to them, which was the opposite of what they wanted. He looked around and saw lightning strike in the distance, "Why's there lightning? There's no rain, or even any signs of a storm. This feels over exaggerated."

"Reminds me of Boo's House." Mario commented as he traversed the foot path.

Iron Man turned to the plumber and tilted his head in question, "Boo's House?"

"A mansion haunted by ghosts." Mario replied casually, as if he was talking about the weather.

"Well I'm reminded of the time the Avengers and I took on Dracula in an abandoned mansion."

"You got vampires in your world?" Mario asked in surprise.

"I don't know why you're so surprised." Tony said truthfully. "I mean you deal with ghosts."

"Yeah but they're ghosts. Vampires are a whole different plate of mushrooms. Ugh..." Mario shivered at the thought of his neck being bitten by the Lord of Darkness. He shook his head and pressed onward with the others.

Meanwhile Twilight decided to slow her pace to walk alongside Sonic, who had been taking in the scenery with a confident smirk on his face. The hedgehog glanced at his unicorn friend and asked, "So, how're you holding up?"

"Okay, I guess." Twilight answered truthfully before hitting him with the same question. "What about you?"

Flashes of his vision played in his head for a moment before he shook his head and replied, "Eh, I'll manage." A concerned look appeared on his face, "Y'know if you ever need to talk, I'm here for ya, Twilight."

She smiled appreciatively at that, "Thank you, Sonic. I want you to know that I'm here for you too."

The two smiled at one another before continuing up the hill. They all eventually wound up at the front of the house, staring at the run down infrastructure curiously as pieces of the roof fell to the ground.

"Well! This place looks..." He struggled to come up with the right word to describe the mansion, "...Inviting?"

"More like creepy." Mario commented.

Sonic shrugged, "I was gonna say cliché."

"Eerie comes to mind." Twilight put in her own two bits.

Batman began approaching the door, "Whatever it is, it doesn't matter." He walked up the wooden stairs, each step creaking when pressure was applied. "We need to get inside and get that scarab." He then went to open the door, only to find that it wouldn't budge.

Twilight saw this and said, "Weird. That group of people didn't seem to have any problems getting inside."

"This is taking too long." Batman growled before kicking the doors open, walking inside with his cape draped over his form.

The other Guardians looked at one another before shrugging. That was one way of getting inside. They all walked into the mansion and began their search for the Diamond Scarab. But not to their knowledge, they were being watched by two individuals, who had been hiding in the shadows near an overgrown green house on the front lawn.

One figure was concealed in a black cloak, a scythe in his hand and a hood draped over his head to hide his identity.

The other was a man who appeared to have a disfigured face, a tattered mask stapled to his face to conceal his disfigured visage. He wore a brown, tattered trench coat with a hood over his head, which had gas mask like tubes on both sides of his lower jaw. He also had a leg brace on his left leg, having been broken by Batman at one point. On his chest were tubes of Fear Toxin, which connected to the gauntlet of syringes on his right hand.

The Scarecrow turned to his companion and asked, "Are you ready?" His voice raspy and gravely. The Ghoul nodded before Scarecrow continued, "Begin a search of the fun-fair for the Diamond Scarab. The Dark Knight and his new allies shall be dealt with in due time. As for those meddling children, I will ensure that they too will not stand in our way. After all, nobody can fight fear. Especially fear himself."

The Ghoul nodded before taking off into the air, making his way to the fun-fair to begin his search. Meanwhile Scarecrow began slowly making his way into the house with a malicious glint in his eyes.

Once the Guardians entered the house they heard the sounds of footsteps from above them. Veering on the side of caution Batman activated his Detective Vision and looked up to see Fred, Daphne, and Velma investigating the floor above them, each of them had flashlights in their hands.

As Fred and Velma made their way into the next room, they failed to notice the wall beside Daphne rotate. It was a trap. She was knocked into a secret room by the wall, both Fred and Velma none the wiser.

Batman looked confused, "Did... She just get caught behind a rotating wall?"

"What?" Tony asked, not understanding why Batman had just said that.

The Dark Knight shook his head, "Doesn't matter. Let's just get searching." With that they all dispersed into separate directions of the main lobby and began investigating. As he walked past a set of paintings, Batman took note of how the eyes followed him as he moved. "Strange." He commented before opening a few drawers to see if there were any clues hidden about. He turned on his Detective Vision again to scan for any finger prints on the table, the walls, even the paintings. But he found nothing.

Twilight began ascending the stairs, wanting to see if there were any clues that could help them up above. But that idea was shut down when the stairs suddenly turned into a slip n slide, sending the unicorn sliding down the stairs and crashing into a wooden table. She saw stars above her head while a flower pot tilted left and right from the impact until it fell and shattered on Twilight's head. She grumbled under her breath as she rubbed her head.

Daphne looked around in the darkness, this wasn't her first time being caught in a dark room by a rotating wall after all. She turned on her flashlight and looked around for a secret passage of some sort, hoping to escape. "Jeepers." She muttered to herself as she walked around the dark room. Daphne walked to the wall and placed her hands onto it, looking for a lever or a hidden panel to either open the wall or a secret door.

She let out a surprised yelp when the lights suddenly came on, and felt tense when she felt someone breathe on her neck.

She wasn't alone.

Daphne turned around and was introduced to a healthy dose of Fear Toxin. The gaseous formula entered all of her facial orifices, causing her to cough and wave her hand in front of her face to try and get rid of the gas. But when she opened her eyes, she was suddenly surrounded by a swarm of spiders, causing her to scream as they made their way closer to her.

She backed up against the wall in fear, when in actuality, there was nothing there.

Only her and the Scarecrow.

"What do you see, Ms. Blake?" Crane asked as he walked toward her trembling form. "Your schoolfriends betraying you? A swarm of insects perhaps? A mystery you cannot solve? Perhaps that blonde friend of yours rejecting you?" Scarecrow listed off before chuckling. "The possibilities of my Fear Toxin are endless." He crouched down in front of her and shook his head, clicking his tongue as he did so. "The mind of one so young, such as yourself, the fear of the dark, the fear of not being popular. It pales in comparison to what I would do to you and your friends if I had the time."

He stood up and shook his head.

"A shame. Experimentation on you could've proved fruitful." Scarecrow commented before delivering a swift kick to the side of her head, knocking her unconscious.

Meanwhile at the fun-fair

"Like zoinks, Scoob!" Shaggy cried out as they walked through the old fun-fair, shivering and chattering their teeth in fear. "This place gives me the creeps!"

"You rhed it, Raggy." Scooby agreed, yelping as a pair of eyes appeared in the darkness, causing him to jump into Shaggy's arms.

The two had made their way to the cotton candy machine, only to find that it was broken. What a bummer. Anyways the two then decided to at least explore the place, even though they would rather be doing, like, anything else. Like eating inhuman amounts of food.

As they were walking, a shadow flew over their heads, causing them to stop dead in their tracks and look up. There, standing atop one of the carnival game stands, was the Ghoul with his scythe in hand.

The two best friends cried out in terror before running on the spot for a few seconds, trying to gain traction to run, before zooming off to get away from the Ghoul.

The Ghoul hadn't found anything in the fun-fair. Now it was time to return to the mansion and claim that Diamond Scarab. And hopefully destroy a certain hedgehog along the way. With that thought in mind, the Ghoul took off into the air and made his way back to the mansion.

Back with the Guardians

"Ya wanna know what I've found?" Tony asked as Sonic walked over to him, not having found anything in his area. "Squat! I've found squat!"

"Ditto." Sonic said, currently in the same boat as Iron Man. A sudden shout caught their attention, as when they turned around they saw Mario fall through a trap door from up above, landing back in the main lobby of the manor. "I'm guessing you had no luck either?"

Mario rubbed his behind as he stood up on his feet, "What do you think?"

"Why do I feel like this whole mansion is one giant deathtrap?" Iron Man asked as he spun around, looking at the lobby of the mansion in suspicion.

"Because it probably is." The voice of Batman answered as both he and Twilight Sparkle walked over to the others.

Twilight sighed dejectedly, "We haven't had any sort of luck in finding that scarab." She turned her head and glanced up the stairs, "We should probably search the next room. We're not going to find anything in here."

"I agree." Batman concurred as he began making his way up the stairs, before stopping when he remembered Twilight tried earlier and ended up sliding back down. He turned on his Detective Vision and saw a series of cables underneath the stairs that led to a junction box hanging on a nearby wall. Batman took out a Batarang and threw it at the box, causing it to short circuit, making it safe to walk up the stairs. "Come on. Let's see what's in the next room."

In the next room

Fred and Velma were currently searching this room diligently, they were mystery solvers, it was kind of in their job description. This room had a weird vibe to it, to say the least, there were two knight armors guarding the door, several bookcases, and even more less than appealing paintings on the wall.

As Velma made her way into the next room, Fred, who was looking for any clues on the bookcase, pulled a red book and fell into a trap door. Turns out the book was a secret lever and the ascot wearing man fell right into a trap. And once Velma entered the next room the door slammed shut and metal spikes covered the door, making it impossible for her to escape.

It was then that the Guardians entered the room.

Sonic looked confused at the sight of the room, "Seriously, what is with this place?" He walked forward and spread out his arms, "Like who designed this place? Were they going for the creepy vibe or what?"

"Just shut up and look around for any clues." Batman sighed as he rolled his eyes, moving further into the room as the others began to look around.

"This place seems like something out of a Daring Do book," Twilight quipped as she lifted a stone statue with her magic. "What with all the traps and whatnot." She placed the statue back down and moved on and passed the two sets of armor, not noticing that their heads turned and followed her as she walked past them.

Batman walked up to the door currently sealed off by metal spikes and once again activated his Detective Mode, trying to look for any clues that may be of help. He frowned when he noticed a particular residue on the spikes and the door knob. It appeared to be and orange color and held traces of chemicals that made up a concoction that Batman was very familiar with.

"Tony," He said, turning to face the billionaire and waving him over. "Could you melt these bars with your Repulsor Rays?"

Iron Man walked over and smirked under his helmet, "I can do you one better." He raised his arms and fired a tiny red laser from his gauntlet, breaking the bars as he moved his arm along, making the door accessible. "Ta-da!"

"Nice work." Batman commended before opening the door, "Come on, I think we might be on the right path."

In the next room

Velma couldn't help it as a sense of dread creeped up her spine, although she did maintain her composure as she looked around the room. This room was themed after the ancient pyramids in Egypt. There were two sphinx's on both sides of the room, multiple tombs in each corner of the room, and multiple ancient artefacts in glass tables in the center of the room.

The nerdy girl suddenly stumbled on the leg of a table and fell to the ground, her glasses falling from her face, leaving her pretty much blind.

"My glasses! I can't see anything without my glasses!" She exclaimed as she got back to her feet, trying to find her glasses, unknowingly kicking them forward as she walked. She moved to one of the tombs in the room, not seeing that it was now suddenly open. She and her glasses fell into the tomb before it closed and lowered her into the floor.

Batman walked into the room with the Guardians following right behind him, with Twilight standing right by his side.

"How many themes are in this house?" Mario asked as the door closed behind him.

Twilight walked over to one of the sphinx's and eyed it curiously while Sonic observed the artefacts in the glass tables. "Wow, a lot of stuff must've been uncovered. It's amazing to think of what we haven't even discovered yet."

"I know!" Twilight agreed happily, turning to the smiling hedgehog. "If we had more time I would love to study each of these artefacts and compare them to the ones back home." She couldn't help but think of the books! The knowledge! The hours of studying! The books!

As those two talked Batman made his way to the far wall, squinting his eyes. Something wasn't right here. The coloring of the wall didn't match the rest of the room, it was different, nobody would be able to tell the difference from a distance. But he could, this wall was made of a different material than the rest of the house. Turning on Detective Mode, Batman saw why that was the case.

This wall was a fake!

He reached into his belt and pulled out his Explosive Gel and applied it to the wall in the shape of a bat symbol. Everyone turned and wondered what he was doing before he backed away from the wall. He then pressed the trigger on the gel gun and the wall exploded, causing everyone to shield their eyes.

Once the dust cleared everyone saw that there was indeed a secret room behind the destroyed wall. And sitting on display in that secret room was the Diamond Scarab.

"Bingo." Batman said with a smirk as the others approached from behind.

"Nice work!" Mario congratulated.

But the moment was ruined at the sound of a gravely voice, one very familiar to Batman. "I must congratulate you, Batman." They all turned around as the voice echoed throughout the room. "Without you I wouldn't have been able to locate the Foundation Element I required. Well done."

"Scarecrow."

Suddenly a secret door opened to the left in the secret room, and there stood Jonathan Crane with, despite his appearance, a smile on his mauled face.

Sonic and the others shivered at the sight, "Ugh, creepy mask."

"That's not a mask."

Everyone paled at that.

"W-What?" Twilight stuttered out, her voice shaking.

"That's his face."

Scarecrow tilted his head at the group, "Does my visage strike fear into your hearts." He chuckled raspingly. "Good, without fear life is meaningless." He stepped out of the darkness and continued, "Tell me, what is it that you fear? Failure? Being unable to save those you cherish? Perhaps it is something more? Do not worry, we shall explore this further, as will those meddling kids who roam this place."

"What have you done?" Batman growled, inwardly worried for those kids' safety.

Scarecrow shook his head, "They are alive, do not fret, I do not have the time to properly experiment on them." He looked to the scarab and said, "Now that I have what I seek, I believe it is time to depart."

"This isn't going to end how you think, Crane."

"Enough bravado. It's too late for that." Scarecrow whispered. "You see yourself as a savior. A guardian in the night. How can the world know fear – true dread – when there is you? A stalwart knight, ever ready to slay monsters. Fear isn’t true biology, Batman. It’s more than instinct. True fear is the absence of hope. And hope is the spread wings of a bat, shining in the clouds." He raised his head so that the Guardians could get a good look at his face. "How many more bones would you crush? How many lives will you destroy in pursuit of what you call justice? You are the product of everything you fear. Violence... Darkness... Helplessness... All that remains is for you to watch as I drag your beloved Multiverse into oblivion."

As Batman moved closer, he noticed the floor suddenly creak. He stopped and looked down, noticing that there was a slight outline around where they were standing. His eyes widened, it was another trap!

"Move!" He tried to shout but it was too late as the floor moved from right under them, causing them all to fall into the darkness below.

With the Guardians indisposed, Scarecrow simply walked up to the Diamond Scarab and took it in his hands, glancing down at the trap door the heroes just fell into.

"You will bring death to all who follow you."

Author's Note

Mystery Inc. - davidtjbrennan

And to those asking why Iron Man didn't just fly to avoid falling, here is the simple answer, how could he do something that he wasn't prepared for. Besides he'll do some Iron Man 3 shit in the next chapter.

Anyways, final world! WOOOOO!!! This might only be just two parts and then we're in the Endgame! I can't believe the support this story has gotten, and I can't thank you all enough. Stay tuned, it's gonna be a bumpy ride!

38. The Haunted Mansion (Part 2)

Earth 1969

The Haunted Mansion

Twilight was falling.

Her legs were flailing helplessly as she went deeper into the darkness below her, her eyes wide with panic as her screams echoed throughout the abyss. She tried lighting up her horn to teleport, or just to do anything to help her current predicament, but alas, she was too scatterbrained to even concoct a cohesive thought.

A pit formed in her belly, the thought of her story ending here scared her greatly, which is probably what that freak, Scarecrow , wanted. For her to feel true terror before her untimely demise. Her thoughts drifted to the only three people in Equestria she truly trusted. Cadance, Princess Luna, and Spike. The things that went unsaid between her and her adopted son, the time her and Luna never got to spend as friends, and the time to catch up with her former foal sitter that would never happen.

She closed her eyes, readying herself for the impact.

But a certain Avenger had other plans.

Iron Man activated his thrusters and boosted down towards his falling friends, sweat dripping down his forehead as he focused on catching them. He got to Mario first as he outstretched his hand for the plumber to grab, which is exactly what he did.

"Hang on!" Tony shouted, divebombing towards Sonic at high speeds while still holding onto Mario's hand. Hoping to catch the hedgehog, Iron Man swung Mario toward the falling blur. Catching onto what he was planning, Mario reached out to Sonic's hand and grabbed it, creating a chain between them.

Batman was next as they all moved toward the Dark Knight and grabbed onto his hand, letting him join the chain of safety. Now it was time to save Twilight. The Dark Knight set his sights on the falling unicorn and kept his eyes on her as they all moved to grab her. They had to hurry though as the ground was starting to become visible through the fog at the bottom of the cavern.

"BATS, GRAB HER!" Sonic yelled to the vigilante as the three of them swung the Bat of Gotham forward, letting go of the hero as he dove down and grabbed the unicorn, wrapping his arms around her belly as his cape opened, allowing him to glide down to the ground, slowing their momentum as they approached the bottom of the cavern.

Once they landed on the ground, Batman rolled across the cold surface, Twilight still cradled in his arms, shaking like a leaf at what she had just experienced. Kneeling in a crouched position, Batman looked down to Twilight as her breathing began to slow back down to a normal pace, her anxiety levels decreasing once she knew that she was safe.

Behind them, Iron Man had set Mario and Sonic down on the ground safely before landing as well. "Everyone good?" He asked, worried for the wellbeing of his allies. "Everyone alive?" Now that was very much obvious. Looking around at his surroundings Tony began to decipher where they were. There were a set of wooden doors with rail tracks that went underneath them. And set in front of the door was a minecart, albeit a broken one, as it was missing a wheel and it looked run down.

To his left were other minecarts, although they had no wheels and were filled to the brim with coal and other assortments of metals that had obviously been mined down here. And the train track itself was damaged as well, as pieces of the track were positioned upwards, obviously in need of some repairs.

"Looks like we're in an abandoned mine of some sorts." Tony surmised from looking around at the area that they were currently standing in. "A part of me wants to fly back up there and get that scarab back myself." But he knew that that would be a bad idea for two reasons. One: He would be facing Scarecrow alone since he wouldn't be able to carry them all up at the same time. Two: There would be no guarantee that he would even still be up there, not to mention the mansion is practically a maze, what with all the traps and hidden passageways.

It would be a fools errand. Plus he didn't want to abandon his friends either.

Yay friendship.

Batman, having set Twilight down, approached the minecart and looked at the extent of the damage. It was repairable, all they would need is to reattach the wheel and fix the train tracks. "Our best course of action is to repair the minecart and see where this leads." He turned around and turned on his Detective Vision to try and search for the wheel as he ordered, "Twilight, are you up for moving the train track back into position while Tony repairs it?"

The unicorn, still processing what had happened, strengthened her resolve and nodded, "O-Of course!" Looking to Tony, she asked, "You up for some repairs?"

The Armored Avenger chuckled as he walked past the unicorn, ruffling her mane before crouching next to the train track. "Ready when you are, Twiggle."

She rolled her eyes at the playful nickname as she lit up her horn. Once she focused her magic the damaged train track was engulfed in her magical aura, slowly repositioning back into its intended placement as Tony closed his fist, a tiny laser emerging from his gauntlet. A laser suddenly fired at the track, melting it back together with the rest of it.

Meanwhile Sonic was dashing around looking for the wheel to repair the minecart. "Nope." He zoomed. "Nada." Once more. "Not here." And again. "That's a no go." He continued to do this as Mario walked up to a wooden deck to see if there was anything of value. Sonic zipped over to his friend, who simply shook his head.

Batman noticed a pile of rubble over to the far right of the room and walked over to it with the intent of investigating it, turning on his Detective Vision as he did so to get a better look. He allowed a small smile to grace his lips as he saw the broken wheel buried beneath the rubble.

"Mario!" He called over his shoulder, getting the plumber's attention. As he walked over Batman said, "Clear this rubble. The wheel's buried under there."

The plumber gave his friend a knowing smirk before he and the Dark Knight began clearing the rubble. After a few moments, sure enough, they had uncovered the wheel needed to fix the minecart. "Bingo!" Mario shouted happily as he took the wheel. The two heroes moved over to the minecart as Twilight and Stark finished repairing the train track. "Is this what you're looking for?" The plumber asked knowingly, already aware that this was what they needed.

After attaching the wheel to the cart Mario and Sonic hopped into the cart, with Batman and Twilight following shortly after. Tony aimed his palm at the door as he announced, "This is you conductor speaking. We are ready to disembark, please keep all limbs inside the cart at all times. Now sit back, relax, and we hope you enjoy the duration of the trip." Once his joke was over he fired a Repulsor Blast at the door, breaking it apart. He then flew behind the cart and gave it a push, his thrusters working overtime as he pushed them into the darkness, ready to get out of this place.

Inside the mines

"This place couldn't look anymore sketchy if it tried." Sonic commented as he and the others tilted the cart to the left to prevent them from falling off the rails. The mines were... Unusual to say the least. It was more like a race kart circuit than an actual mining operation. It made no sense whatsoever, the windy bends, the massive ramps, it was like something out of a children's cartoon show.

Twilight couldn't help but agree, this was highly impractical and dangerous. "I don't understand, what kind of sane pony would work in these conditions?" She suddenly yelped, ducking down to avoid a swarm of bats that flew over her head. "This is nuts! Why would anypony work here? Matter of fact why is this even here? I thought we were in somepony's house, why is there a mine shaft down here? This doesn't make any sense!"

"That doesn't matter," Batman interrupted her before she could go on a tangent, causing her to look up at him. "What matters is that we get that scarab back."

Mario, however, was skeptical. "Hang on, how do we even know that he's still here?" That caught everyone's attention. He was right, Scarecrow got the scarab, he had the Foundation Element. What was to stop him from leaving with it? "He got the scarab, he could've already left by now."

"No, he wouldn't." Batman shut that theory down straight away. "Crane wouldn't leave without finishing us off, it's not his style. He knows that were still alive, he knows that the fall wouldn't have killed us. He wants us to suffer first, to break us mentally with our own fears before he kills us."

Sonic smirked, understanding Batman's reasoning, "So he's still here. That gives us a chance to--"

"SONIC, LOOK OUT!" Mario suddenly shouted, but it was too late.

When the hedgehog turned around he was grabbed by the throat and pulled out of the cart. He struggled against whoever it was that grabbed him, opening his eyes to see the Ghoul before they both nosedived down to the darkness below.

"SONIC!!!" Mario wasted no time and hurdled over the cart and dived down after his friend.

Twilight screamed as she looked over the cart, "MARIO, WAIT!!!" She could only make out his outline for a second before he disappeared into the darkness. She looked over to Iron Man, who was flying alongside them, "TONY!!!"

"I got 'em!" He responded before adding, "You two focus on getting that scarab back!" Leaving no room for debate.

"B-But--!" She stuttered before going quiet when Iron Man went down after them. She looked to Batman, who turned to her gave her a reassuring nod, letting her know that they would be okay.

"Have faith." Was all he said.

He was right, she just needed to have faith that they knew what they were doing. Twilight nodded back as she and her friend continued to steer the cart to avoid falling off, hoping that they would be okay.

In the chasm below the mines

Sonic couldn't help but groan as he rubbed the back of his head, his skull ringing like a bell. "Ugh, what hit me?" He got to his feet slowly, blinking the bleariness from his eyes as he took notice of the circular chasm he was in. His left ear twitched at the sound of water dripping, that was going to get annoying real quick.

But something else sounded off in his ear, the sound of... engines whirring?

He turned around to see Iron Man land behind him in a crouched position, with Mario landing behind the Armored Avenger. "Jesus, that was a long fall." He drowned on as he approached the azure hedgehog. "You good?"

Besides the ringing in his skull, and the sting to his pride, the hedgehog was all good. "Yeah, I'm good." He rubbed the back of his head with a groan. "Skull's ringing like a bell though."

The sound of Mario's amused chuckles echoed throughout the chasm. "Yeah, being hit in the head by a ghost dressed in black will do that to ya."

That was when Iron Man noticed the absence of a certain ghoul in the vicinity. "Speaking of which. Just where is our 'Hot Topic attired spectre?" He looked around, scanning the area for any potential danger so that they wouldn't be caught off guard.

"Dunno." The hedgehog answered truthfully, turning his body around to see if the Ghoul was anywhere in sight. "I just woke up here alone."

But as they looked around they failed to notice the pair of red eyes that watched them from the darkness, setting their sights on the Blue Blur specifically. He clenched his fists, waiting for the hedgehog to turn around so he could finish him off for good.

Sonic then turned around.

The Ghoul rushed forward.

But before he could get any closer he was noticed by Iron Man, who's eyes shot wide open in alarm. "Blue, move out of the way!" He wasted no time in charging his Arc Reactor, hoping that Sonic was quick enough to get out of the way in time.

Like there was ever any doubt about that.

Sonic smirked and backflipped over the Ghoul just as passed under him, leaving himself wide open to be attacked.

Iron Man unleashed the full force of his Unibeam upon the Ghoul, striking the mysterious 'spirit' directly in the chest which sent him flying across the chasm, colliding against the wall. He crashed on the dirt floor, tiny pieces of rocks that were dislodged from the wall landing on top of him.

When Sonic landed on his feet he turned to face the fallen ghost as Tony walked up beside him and offered his fist for a fist bump. The hedgehog pounded his knuckles against the Avenger's and then proceeded to walk over to the Ghoul, crouching over his fallen form.

"Now let's see who this Ghoul really is!" Sonic exclaimed as he pulled back the Ghoul's hood, revealing a familiar looking robot hedgehog, who appeared to have pink markings painted on the right side of his head, torso, and legs.

"Metal Sonic!" The real Sonic shouted in surprise, not expecting Eggman to have already rebuilt him after their last bout.

Tony and Mario were confused. "Wait, didn't we already total this guy back in Galaxy Toys?"

"No, that was Mecha Sonic," Sonic corrected his friend before adding while pointing to his duplicate, "This is Metal Sonic. Toootally different."

Mario eyed the robot carefully, not believing that this was over just yet. "Yeah well, it looks like he ain't done just yet."

"Huh?" The hedgehog questioned before turning around, only to receive a kick to the face by Metal which sent him falling back on his posterior. He looked up to see Metal Sonic hovering before him, eyes set upon him and him alone. He then reached for something behind him and pulled out....

"Another Keystone?!" Shouted Mario in surprise.

"But I thought we got them all!" Iron Man added, setting his Repulsor Rays upon the metallic hedgehog.

Sonic took a closer look at the Keystone, noticing the green hieroglyphics engraved into it. It was the exact same Keystone Eggman had back on the Death Egg. From what he could remember this Keystone gave Eggman's latest mech a boost in power.

So that means....

"Shoot."

Metal inserted the Power Keystone into his chest, the markings on his person glowing pink as the power of the Keystone flowed through him. He then aimed his hand at the other side of the chasm and fired a pink laser from his hand, destroying the wall.

Once the dust cleared it revealed another passageway.

"Of course there's another secret passageway." Mario groaned, already sick of this place and its trickery.

Metal Sonic then boosted into the passageway, but not before wagging his fingers to the heroes, wanting them to follow him to their demise.

"Don't let him get away!" Iron Man bellowed before activating his rocket boots and following after the metallic menace. He wasn't the only one as both Mario and Sonic rushed in after the robot, nodding to one another before taking off.

Once Mario and Sonic caught up to Iron Man, the three of them followed along the passageway in pursuit of Metal Sonic, who flew ahead of them.

The robot motioned for them to attack him with both hands, acting just as smug as Sonic would.

Metal Sonic released a burst of energy before creating some distance between him and the heroes. He snapped his fingers, summoning pillars of pink electricity that extended from the floor to the ceiling, blocking their path. Stark, Mario, and Sonic all moved carefully, making sure to avoid the pillars of electricity so they could continue their path to Metal Sonic.

Sonic boosted forward, initiating the attack as his robotic duplicate pushed out his arm, sending forth three orbs of pink electricity to try and sizzle the Blue Blur. Sonic slid under one, then jumped over the second, but couldn't react in time to avoid the third one, his recklessness resulting in him getting scorched.

Sonic flew backwards and would've been taken out of the fight had it not been for Iron Man, who caught the hedgehog in his arms before he could tumble back further. Sonic gave him a thumbs up before curling into a ball, showing his friend what he wanted him to do. Tony smirked behind his helmet and tossed him into the air as Mario jumped.

The plumber then kicked Sonic like a soccer ball directly towards Metal, spinning at high speeds as he soared through the air. Sonic struck Metal in the chest, sending the robot tumbling across the floor, leaving him vulnerable for attack.

Iron Man fired a rocket from his shoulder that sent Metal Sonic tumbling even further, while Mario rushed forward and punched Metal Sonic's visor, which sent the robot flying into the air. Once the plumber regrouped with the Avenger and the Freedom Fighter, Metal Sonic boosted into the air, flexing his fingers before pointing to them angrily.

"Oooh, he's angry." Sonic taunted his metallic rival.

Mario smirked, "Just the way we like it."

"Boys, let's take this home!" Tony encouraged them.

But Metal wasn't done yet as he clapped his hands together, sending waves of pink electricity down towards the trio across the floor and the ceiling. While Mario and Sonic had to jump over the wave across the floor, making sure they didn't jump to high as to avoid getting shocked by the electricity on the ceiling, Iron Man had fly slightly lower to avoid being electrocuted.

Once the waves ceased, Metal Sonic began charging his Chest Beam, aiming directly at Iron Man, before opening fire upon the Avenger. Tony saw this coming and rolled out of the way of the beam before activating his thrusters, boosting forward as he launched multiple Stark Mines at the metallic hedgehog.

Explosions all around Metal, sending him flying to a fro before being blasted by a Unibeam attack from Iron Man. The attack sent him tumbling across the ground, leaving him open to be Homing Attacked by Sonic and shoulder charged by Mario, damaging him further.

Sonic laughed as he taunted, "C'mon Metal, surely you've got more than that?"

Metal Sonic's eyes flashed menacingly before a bolt of pink lightning appeared in his hand, slowly morphing into an electrical scythe.

Sonic blinked. "Well that's new."

The robot spun his scythe around a few times before plunging it into the ground and dragging it along as he flew. In the trenches out shot bolts of pink lightning that the heroes had to take care in avoiding. Mario unfortunately mistimed it and was zapped in the chest, scorching his overalls.

"Ow! Hoo hoo hoo!!! Hot hot hot hot hot!!!"

As Mario patted his overalls to put out the small flame, Metal Sonic swung his scythe through the air, creating a a slash that tore through the passageway. Iron Man was struck by it, which sent him flying back, while Sonic slid under it and boosted forward as Metal sent more slashes to deal with his loathsome copy.

Sonic moved left and right, up and down, avoiding each strike as Mario and Iron Man caught back up.

Mario rushed forward and jumped into the air, jumping over Metal's scythe as he swung for him, and then proceeded to stomp on his head, causing his visor to glitch out, and sent him falling towards the ground. Once he tumbled across the floor, Iron Man hit him with a Stark Mine while Sonic hit him with a Homing Attack.

Once he regained control, Metal couldn't help but notice that we was severely damaged, spurts of electricity crackled off of him as small fires burnt his black cloak. He also noticed the Power Keystone dislodge slightly from his chest, draining his power significantly.

"Now's our chance!" Iron Man shouted. "Take him down!"

"With pleasure!" Both Mario and Sonic shouted together as all three of them charged forward.

Once he was close enough, Iron Man boosted forward and removed the Keystone from Metal's chest, removing his power, before kicking him in the side of the head.

Metal flew through the air right into Mario, who stomped on his head once more and sent him crashing towards the floor.

Sonic grinned before curling into a ball and delivering the finishing blow, striking Metal in the chest before uncurling and kicking him in the face, sending the metallic menace into the air, crashing against the ceiling and falling in a crumpled heap as multiple boulders and rocks fell atop of him.

Sonic landed on the ground and dusted off his hands before looking to Metal Sonic, "Do you know who I am?" He chuckled before wiping his nose with his thumb. "I'm the real Sonic the hedgehog!" The real deal walked away from the pile of rocks and moved toward his friends with a smile on his face.

When Iron Man landed he took a closer look at the Keystone in his hands. "So it looks like there are more Keystones than we thought." He shrugged nonchalantly. "Who knew?"

"Probably X-PO." Mario quipped.

"Touché."

Sonic couldn't help but laugh at the exchange before looking back at the pile of rocks that Metal was buried under. "Well now that that mystery is solved," He gestured ahead, "Let's regroup with Twi and Bats, hopefully they got the Foundation Element back from that creepy Scarecrow guy."

They both nodded before making their way down the passageway.

"Y'know this is a long hallway." Mario felt the need to mention.

"Oh my God, thank you! I thought I was going crazy."

A few moments after Iron Man and Mario went after Sonic

"Um Batman?!" Twilight shrieked, holding onto the front of the cart for dear life as a noticeable lack of tracks made itself known up ahead. "We're running out of tracks!"

The Dark Knight saw this and looked around for any sign of a solution for their dilemma, anything at all that could save the two of them. His eyes stared up at a tunnel that was boarded up just above the waterfall up ahead. That was their way out of this mess.

"Twilight use your magic to raise the tracks into a ramp." Batman ordered much to her confusion. He then directed her sight to the tunnel and said, "Make it high enough so that we can reach that."

The unicorn nodded before closing her eyes, focusing her magic into her horn as it lit up, as did the end of the tracks. She stuck her tongue upward, sweat dripping down her brow as she telekinetically raised the tracks to create a makeshift ramp.

"Hurry Twilight!" Batman rushed, the minecart approaching the edge ever so closer.

"Almost.... There...." She grunted out before setting the tracks in place just as they approached it. She fell backwards right into Batman as the minecart went up the ramp and flew through the air, crashing into the wooden planks blocking the tunnel and entering it.

There were many sharp turns as they traversed the tunnel, going up and down, under water and through a swarm of bats, until they saw a light at the end of the tunnel, quite literally in fact. The smile on Twilight's face dropped instantly when they flew out of the tunnel and soared through the air, the unicorn clinging to Batman in fear of her life.

Wrapping his arm around Twilight's barrel, Batman pushed himself out of the cart and glided through the air, the old fun-fair coming into view. He wrapped himself around Twilight protectively as they crashed through the top of the circus tent, landing harshly on the sandy ground below.

The Faithful Student of Princess Celestia groaned painfully as she slowly rose to her hooves, blinking the spots out of her vision as she took note of her surroundings. The area was surrounded by a tent with a red and white stripe color scheme. They were in the fun-fair, away from the Haunted Mansion. Twilight sighed and turned around to see Batman slowly regaining consciousness.

She walked over and smiled at him as he got to his feet. "Are you okay?" Asked Twilight, worried for her friend's wellbeing.

"I've been through worse, I can tell you that." Was Batman's reply before he himself asked, "What about you? Are you hurt in any way?"

Twilight inspected her form, only noticing some bruising on her sides and legs, but other than that she was fine. "You took the brunt of the fall, I should be asking you that." She sighed before looking up and smiling gratefully at him, "Thank you for saving me."

"No thanks needed." Batman assured her. "Come on, we need to get back to the others." He turned around to lead them out of the tent, with Twilight following dutifully behind him. But once he turned around four syringes stabbed through his cowl and penetrated his neck.

Scarecrow grinned as the Fear Toxin entered his system.

"BATMAN!" Twilight screamed in fear for her friend before galloping over to help him. But when she got over there Scarecrow removed the syringes and sprayed her with face with Fear Toxin. She stumbled over her hooves and fell to the ground, sliding across her belly as she hacked and coughed, the toxin already filling her lungs. She opened her misty eyes to see the ground literally break apart around her, everything turning to fire and brimstone as her greatest fears manifested.

"You're not dying." Scarecrow informed the terrified unicorn as she thrashed around on the floor. "It just feels like you are. My toxin is filling your lungs, drowning you in your greatest fears." He began walking around the two of them, holding the Diamond Scarab in his hands as he addressed the both of them. "What can you see?" He asked as Twilight began to hyperventilate. "A city engulfed in fear?" Directed at Batman. "Betrayed by those you trust the most?" Directed at Twilight. "Your darkest secrets revealed?" Directed at them both. "As I tear your minds apart, all will watch and see the fear in your eyes. Then they too will understand."

She dared not open her eyes, the crawling feeling on her skin wasn't there. The feeling of breathing on her neck wasn't there. The blistering heat was real. But her curious mind bested her and when she opened her eyes, she was surrounded by gravestones. She was in a cemetery, a cemetery floating in a void of fire and fog. She got to her hooves as the sounds of taunting voices reached her ears.

"You have a lot to think about."

"And no-one will think to look for you either!"

"In fact if I were you, I wouldn't show up to the wedding at all!"

"C'mon ya'll! Let's go check on the princess!"

She shook her head as the taunts grew louder, her ears falling flat against her head as she backpedaled in an attempt to get away. She bumped against a tombstone and turned around, seeing the name engraved onto it.

"Twilight Sparkle"

"Element Bearer - Faithful Student - Alone Forever"

"Nononononononono...." She mumbled to herself as she backed away. Twilight had to get away, she had to escape, get back to her friends. She turned to run away but was stopped when multiple tombstones appeared and surrounded her. Each of them having the same thing engraved into them.

She had already gone through something similar with Sombra, but this felt different, it felt more potent. More real. You could tell that Sombra was using Dark Magic to mess with you, but this toxin made it all seem real, and that was all the more terrifying.

The caws of crows sounded off from behind her, causing her to turn around and witness a giant version of Scarecrow appear through the mist of toxin, his massive form looming over her as his glowing, orange eyes pierced her soul.

"There is no savior."

Her resolve cracked.

"No more hope."

Her heart broke.

"No more friendship."

This was all in her head, but Twilight couldn't help but feel terrified as her physical body thrashed and twitched on the ground.

Scarecrow smiled before turning to Batman and crouching down to his fallen form. "You tell yourself you are not like us. You tell yourself you are something more, something better. But fear reveals the truth, it will erode your self control. Soon you will kill and become that which you hate the most. Soon, the Bat will be broken."

Batman opened his eyes and saw himself in an abandoned warehouse, blood on the floors with meat hooks dangling from the ceiling. He looked around in the darkness for any sign of Twilight or Scarecrow but found no-one. He then looked down and saw a bloody crowbar in his hands, and the beaten form of Jason Todd lying dead at his feet.

He could hear that mad cackling in the background.

He could hear the gunshot that changed his life forever.

He blocked them all out and focused, for none of this was real.

He closed his eyes, blocking the various whispers that urged him to finish the boy laying at his feet, to take that final step to becoming everything that he hates.

He denies them.

For he is The Batman.

His eyes shot open and he grabbed Crane by the neck as he got to his feet. As the deranged man struggled in his grip, Batman got into his face and growled, "I'm not scared of you, Crane."

Scarecrow looked scared as he uttered, "Impossible..." He clenched his fist, activating his syringes. "Without fear life is meaningless!" He went to stab him again but his arm was caught by Batman. His eyes widened when the Dark Knight repositioned his arm so that he would stab himself. "N-No." He strained as he struggled against his adversary, but it was for naught as Batman stabbed the syringes into Crane's neck, injecting the toxin into his system.

"What's wrong, scared?" Batman asked rhetorically before shoving Scarecrow back.

The villain stumbled back as his fears became a reality, he swatted away a stray bat that came into his vision, the world around him blinking between normal and nightmarish, nothing but fire and fear fog surrounding him. He blinked again, trying to resist the effects of his own creation but it was for naught as he caught sight of a nightmarish Bat-Demon standing before him, mouth agape with fear fog exiting his maw.

Crane screamed in terror as the demon lunged forward.

Batman delivered a right hook to Scarecrow's jaw, knocking him unconscious and making him drop the Diamond Scarab. But he paid the relic no mind as he quickly rushed over and crouched down beside Twilight, her form still twitching, her eyes darting around frantically. He held Twilight's head up and reached into a pouch on his belt, pulling out a syringe with a blue liquid inside of it. He then slowly injected it into Twilight's neck, curing her of the effects of Scarecrow's toxin.

Her eyes rolled back into her head as she fell unconscious, the toxin's effects having taken a toll on her body.

Batman stared down at his friend sympathetically as the sound of footsteps reached his ears. He turned around to see Iron Man, Mario, and Sonic enter the tent with smiles on their faces, but those smiles disappeared when they looked at Twilight.

"Twilight?" Sonic asked before zooming over and crouching at her side.

"What the heck happened here?" Mario asked, taking everything in.

Batman scowled at the unconscious form of Scarecrow before picking Twilight up bridal style and making his way out of the tent. He blamed himself, he always did when someone close to him got hurt.

"It wasn't your fault." Tony tried to reassure him, but was ignored as the Dark Knight walked straight past him with a scowl on his face. He sighed before walking over to pick up the scarab. A portal opened up where Batman was walking to and he went inside without a word.

Mario and Sonic looked at one another with sad expressions on their faces before proceeding to the portal with Iron Man not too far behind them. But unknown to them a portal opened behind Scarecrow and sucked him in, and inside the portal stood The Exiled, who eyed the portal carefully before coming onto a realization.

"So you're the one helping them, X-PO?" He realized, talking to himself before flexing his fingers. "Interesting. Now which dimension did I banish you to?"

Both portals closed promptly as two figures ran into the tent.

"I heard it in here!" Said Scooby Doo as he ran in front of his buddy Shaggy, looking back at him with a frightened expression.

Shaggy retorted with, "Then, like, why aren't we running in the opposite direction?!" He suddenly let out a scream when a black cloak dropped on top of him, causing him to crash into Scooby. As the two of them regained their senses, they failed to notice Metal Sonic hovering above them, having discarded the black cloak he was wearing before disappearing into another portal.

Scooby screamed as Shaggy tossed the cloak away in fear. And the rest of the gang just so happened to walk in when they did.

"You guys already solved the case?!" Fred asked, genuinely surprised.

Velma adjusted her glasses upon inspecting the black cloak, "And had the police take away the bad guy?" She then smirked and asked, "Was it the fun-fair owner again?"

Both Shaggy and Scooby shrugged and just went along with it. They may as well take the credit right? Plus it meant getting out of this freaky place quicker so that was a bonus.

"Yeah, that's right!" Shaggy boasted with a prideful smirk.

"Yeah!" Scooby agreed before laughing and exclaiming, "Scooby-dooby-doo!"

Looks like that was another mystery solved, all thanks to Mystery Incorporated, and with help from the shadows from the Guardians of the Multiverse!

Author's Note

And that does it for Scooby Doo!

Now we move onto the moment we've all been waiting for. We take the fight to Foundation Prime. Stay tuned!

Reaper Metal Sonic - NIKEBERKAY7700

39. Detour

Unknown Earth

Vorton

She awoke with a groan and a throbbing pain in her head, shuffling her form slightly as consciousness slowly returned to her, what the heck had happened? The last thing she remembered was flying out of the tunnel and crashing into the fun-fair tent before.... Being injected with something.

Then it all came back to her, the mocking, the tombstones, the giant Scarecrow taunting her, the fear.

It was all there.

"Hey sleepyhead."

Twilight blinked the blurriness away as a blue figure that was standing over her became clearer. Once her sight had returned she could see Sonic smiling down at her, relieved that she was okay.

"How're you feeling?" Sonic asked as he crouched next to her.

The unicorn looked around and saw that they had returned to Vorton. She noticed that she was currently lying down on a table as she slowly sat upright, "W-What happened?" She looked around for moment. "Why are we back in Vorton? Did we lose?! Did we get the Foundation Element?! Did we--" Her onslaught of questions were cut off when a gloved finger was placed against her lips, silencing her.

"Woah, woah, woah. Slow down." Sonic removed his finger as he noticed that Twilight was starting to calm down, her panic attack fading away. "To answer your questions, we're back here because we got the scarab and beat the bad guys." His face turned solemn for a moment, "But you took a pretty nasty hit when that creep injected you with his toxin." Sonic then pointed to his left, "He hasn't left your side the entire time you've been unconscious."

Confused at what he meant, Twilight turned her head and saw that Batman was standing in the shadows, unmoving as his gaze never left her. Her eyes softened when she realized that he had been with her the entire time, watching her as she laid bear in the blissfulness of unconsciousness.

"He blamed himself you know." Sonic suddenly said to the girl, startling her slightly. When she turned to face him he continued, "When you got whammied he blamed himself, wouldn't talk to any of us, not even when we got back here. He just laid you out on the table and watched over you." He let a small smile tug on his lips, "Heck of a bond you guys have got. Kinda jealous to be honest." He said with a chuckle, indicating that he was joking.

It was then that Batman stepped out of the shadows, "How're you feeling?"

Twilight smiled at the man, "I'll be fine," she reassured him before wincing at the pain in her head, "Although I've got a pretty bad headache."

"A side effect of Scarecrow's toxin." Batman informed her. "It'll pass."

She nodded before motioning for him to come over with her hoof. Batman obliged, his cape covering his form, shrouding him in darkness. He leaned down before being engulfed in a tight hug from the unicorn. "Thank you." She whispered to him over and over, nuzzling his neck.

Batman simply patted her back before removing himself from the hug. "You're welcome." His stoic expression softened slightly. "Do you want to talk about it?" He asked, catching the mare off guard. "I know how much that toxin can get to you, it's not a pleasant feeling, believe me I know." He rested a hand on her shoulder comfortingly. "I know talking helps."

She considered it, heck she even considered it when Sombra whammied her and the others back in Jasper, but she sent those thoughts to the back of her head. She had to focus on the here and now, she was chosen by Supreme to lead the new generation of the Guardians of the Multiverse. She had to be strong, brave, determined. She couldn't let a silly thing like fear get in her way.

Even though it was terrifying.

But she would talk about it when this was all over. She would talk about what she saw, she would talk to the other Element Bearers about how much they had hurt her, she would do all of those things. But not quite yet.

She just couldn't do it yet, not with so much at stake.

It didn't feel right to Twilight, she was usually so open with her feelings. But ever since the wedding she needed to guard herself, to protect herself from being hurt again. She never wanted to feel like she did on that day ever again.

Even if it meant closing herself off from other creatures again.

Only for the moment though.

Still didn't hurt any less.

"Thanks Batman, but I'll be fine." She reassured her friend with a smile. Although she could tell that her brooding friend didn't believe her in the slightest.

Regardless of that he nodded, knowing that she would open up to him in her own time.

Sonic smiled at the two before turning around at the sound of Tony and Mario walking up to them.

"Hey, Sleeping Beauty." Tony greeted with a smile. "Glad you're finally awake.

Mario pointed behind him with his thumb, "Sorry to interrupt but X-PO wants to show us something."

Twilight, Sonic, and Batman looked to one another with a nod before following the pair to the Gateway, Twilight jumping off the table and walking alongside Batman. When they reached the Gateway they saw X-PO hovering in front of the three Foundation Elements they had collected in their travels.

Baymax's chip.

The cube of Energon.

The Diamond Scarab.

Each Foundation Element floated in front of the robot as he collected data and placed it inside of the console connected to the Gateway portal.

He turned slightly when he noticed the Guardians approaching, more specifically Twilight. "Hey-eh-ey! Look who's awake!" He greeted the unicorn before refocusing on his task. "Glad you're up, and perfect timing to!"

'Thanks for your concern, X-PO." Twilight thanked the robot before tilting her head in confusion. "What are you doing? Why are the Foundation Elements floating in the air?"

"This is how you make a map where I'm from. I'm using the Foundation Elements to calculate the dimensional co-ordinates of Foundation Prime." X-PO explained, voice straining from concentration. "Once I've done that, we'll be able to go and rescue your friends and save the Multiverse."

"How long will that take?" Twilight asked.

"Not long now, I've been at it for a bit." X-PO responded. "Don't worry, once I get this working things will finally start looking up."

Foundation Prime

Exiled's Fortress

"I CAN'T BELIEVE THIS!"

"You've said that four times now."

"Don't test me, Discord!" Eggman shouted, pointing an angry finger at the draconequues. "Not only do we not have all of the Foundation Elements, but Sonic and his new friends could be on their way here as we speak!" He ranted, pacing around the throne room while the captors and the other villains simply watched on in boredom.

He'd been doing this for an hour now.

Ultron, who was simply leaning against a stone pillar with his arms folded, looked down to Orbot and Cubot and asked, "Does he usually complain like this whenever there's a complication in his plans?"

The robots shrugged as Orbot responded, "Meh, it's usually worse."

"He's usually punted me across the room by now!" Cubot said happily.

Joker then laughed, "Now that I'd like to see!" He then turned to Eggman, who was still pacing around the room. "Would you relax, Eggy! So things are going ahead of schedule, so what?"

"In my experience it never ends well." Bowser commented, standing next to the dome containing Mario's friends.

"I'm surprised you're not freaking out yet, Bowser." Peach said with a smirk.

Bowser shrugged, "Nothing to freak out about." He then began listing off, "We got the weapons, the manpower, and a draconequues that can literally change the fabric of reality as we know it on our side."

"Oh, you."

Luigi then decided to add, "Mario's beaten worse odds before."

"Weren't you a literal castle one time?" Donkey Kong asked, already knowing the answer. "And you still lost."

"Yeah I can't see this ending any differently." Peach said with a nonchalant shrug.

Bowser turned to Peach, "Peaches. My honey pie." Suddenly he slammed his face against the dome. "STOP TALKING!!!"

Celestia, who had been silent, trotted up to the edge of the dome and looked up at Discord, who was filing his talons with a chocolate bar. "It is clear that your plans have failed, Discord." That got his attention. "You'd best give up now and surrender peacefully."

Discord then proceeded to laugh in her face.

"AH HA HA HA HA HA HA HA!!!" The draconequus wiped a tear away before noticing that Celestia wasn't laughing. "Oh wait, you're serious! That's hilarious!"

"Cease thy chortling, fiend!" Luna barked, unknowingly speaking in Old Equestrian.

Rainbow and the others went and stood next to the princesses, "Yeah! When Twilight gets here she's gonna kick your butt, Dipcord!"

"Face it, you've lost." Rarity said with a flick of her mane.

Discord wagged his finger condescendingly. "Uh uh uh. Game's not over yet." He shrugged, "Besides, we still have to see where this goes." He said, gesturing to the fading Element of Magic.

Upon seeing this the Equestrians couldn't help but dread what it meant. Had something happened to Twilight, the element was connected to her after all. It didn't help that it grew darker a couple of hours ago, just before Scarecrow and Metal Sonic returned to Foundation Prime.

Whatever it meant, it was nothing good.

"They're not wrong." The voice of Captain America got everyone's attention. "Your plans will fail once Iron Man and his allies arrive." He looked to the Equestrians and smiled, "As long as we still have hope, they'll never truly win. As long as we fight the good fight!"

"YEAH!!!" Team Sonic shouted in agreement, as did Peach and the others.

"I personally can't wait to web that mouth of yours shut." Spider-Man said to Discord.

The sound of Joker's laughter cut off the hopeful feeling the heroes were feeling. When they all turned to him he simply said, "Oh I just love it when people hope!" His mile turned sinister, "Especially when I get to rip it away from them."

"Well said, Joker." Exiled concurred from atop his throne. He had been sitting there in silence this entire time, unmoving and contemplative. Believe it or not he wasn't worried in the slightest now that he knew that it was X-PO that had been helping them.

And now he knew what he had to do.

Eggman stopped pacing and looked up at the silent Ancient, "You seem very calm about this." He said accusingly.

"I am."

The doctor looked at the Ancient skeptically, "I don't think you realize the gravity of the situation." He approached the steps leading up to the throne, "The Guardians are on their way here. We don't have all of the Foundation Elements. You're plan has failed!"

"Has it?"

That caught Dr. Eggman off guard, as it did the other villains.

"You have a plan?" Ultron asked.

"I banished the one who is aiding them. X-PO, the little robot traveler that helped me find the scripture depicting the Foundation Elements." Exiled revealed, standing from his throne. "When I banished him and destroyed his robotic body the first time, he dropped the very thing he needed to traverse dimensions without the use of a Gateway portal." He stood before the villain and opened his hand, revealing another Keystone.

X-PO's keystone.

"Behold, the X-Stone!" He proclaimed, intriguing everyone present. "With this, not only will I be able to find and disrupt the rift they'll use to travel here, but I'll be able to locate the dimension they're using as a safe haven." He looked to Eggman and said, "I always have a plan, Doctor. And as Discord said, the game's not over yet."

Meanwhile

The Rift Between Dimensions

They'd been flying through the Rift for a while.

It was unusual, normally they would've been in the next dimension by now. Batman knew this and didn't like it, he didn't like it one bit. Once X-PO had finally reconstructed the map leading to Foundation Prime the group wasted no time in opening a portal and jumping through, leaving the Foundation Elements they had gathered on Vorton so they didn't fall into Exiled's claws.

That was five minutes ago.

Something was wrong.

"Shouldn't we have arrived by now?" Mario asked worriedly.

Batman nodded, "Yes. Something's up." He then touched the side of his cowl to try and get in touch with X-PO. But when he did all he got was static screeching in his ear. "Tony?" He turned to the billionaire to see if he had any luck.

"No luck." Iron Man shook his head. "All I got was static."

Suddenly the Rift began to fritz and distort, causing everyone to look around in confusion and worry. Strands of blue tendrils filled the Rift as it continued to distort before their very eyes.

"What's happening?!" Twilight asked in a panic.

But before anyone could answer the Rift split apart into two tunnels, one veering to the left and one to the right. The Guardians were sucked into the one on the left, taking them off the course to Foundation Prime.

Earth 7

The Desert

A Rift opened up in the middle of nowhere, spitting out the Guardians harshly as they flew through the air and landed in the sand, sliding across it as the portal behind them closed.

Twilight coughed up sand that had gotten into her mouth as she slowly got to her hooves, looking behind her to see the others had made it here with her. Mario and Sonic were busy getting sand out of their gloves and shoes while Batman and Iron Man looked around to see where it was that they had landed.

"Sand, see what did I tell ya." Mario said to the hedgehog beside him, dusting his hat to get the grains of sand off of it.

Twilight looked to Iron Man, "Where are we? Is this Foundation Prime?"

The Armored Avenger shook his head, "I don't think so. Whatever happened in the Rift wasn't a coincidence." He folded his arms, looking around as sand flew through the air, an indication that a sandstorm was brewing. "Something tells me that Exiled doesn't want visitors."

Batman tried his communicator but couldn't get through, "No luck."

Tony tried as well but after a few seconds of static a voice came through, "X-PO?"

"Tony?!" The voice of X-PO exclaimed. "What the heck happened?!"

"No clue, the Rift went crazy and spat us out in the middle of nowhere." Tony informed the robot. "That doesn't matter, you need to get us out of here and send us to Foundation Prime."

"Gonna be hard since I don't know where you ended up."

"What do you mean 'you don't know where we ended up?!'"

X-PO then shouted, "KINDA HARD WHEN YOU GET SPAT OUT THROUGH A COMPLETELY DIFFERENT RIFT, WISE GUY!"

"OH, YOU USELESS PIECE OF---"

As the two of them argued over whos fault it was, Twilight walked forward a little bit, still in sight of the others, and looked up at the sun shining down on them. But that's when she noticed something, a silhouette floating in the air in front of the ball of gas. She squinted her eyes to get a better look before they widened.

"YOU LISTEN HERE YOU LITTLE!!!"

"GUYS!"

The argument stopped at the sound of Twilight's cry, she sounded distressed. The group turned and saw her backing away slowly, her gaze never leaving the sky.

"Twi?" Sonic approached the mare. "What's wrong."

"We're not alone."

Upon hearing that the Guardians all looked up at the sky and saw what she meant.

They saw a man.

Holding a very long sword.

The man looked young with silver long hair, and green cat-like eyes. He was wearing a long black leather trench coat with shoulder plates, also not wearing a shirt underneath his coat. In his grasp he was holding a sword that was around 6 to 8 feet long, and upon his face was the cruelest of smirks.

Sephiroth hummed inquisitively as he slowly floated down toward the Guardians, eyeing them with curiosity before simply hovering above them. "Well, aren't you an interesting bunch." His smooth, deep voice sounded off as he observed them closely. "Who are you?"

Twilight was shaking, rightfully so, but Batman placed an arm in front of her protectively. "That's none of your business."

Sephiroth quirked an eyebrow, "You're brave to speak in such tones towards me." His said in an impressed tone. "I've killed men for less."

Tony groaned in annoyance, "Look pal, it's been a long day already, so why don't you do us all a favor and piss off!"

The One Winged Angel chuckled at that, "No. I don't think I will."

Everyone could tell that this guy was bad news, there was something about him that put them all on edge. Whether it was his sinister aura, or the fact that he was holding the largest sword any of the had ever seen didn't matter. All they knew was that this was a threat.

They just didn't know how much of a threat he was.

"You five weren't who I was expecting." Sephiroth said suddenly. "In fact I've never seen the likes of some of you before."

Sonic smirked cockily, "Yeah, we're a sight for sore eyes."

"I can tell." Responded Sephiroth. "Unfortunately I will be the last thing any of you ever see."

"Wanna bet?" Mario roused him, smashing his fists together.

Sephiroth chuckled deeply, closing his eyes as his head lowered. "I was waiting for Cloud to show his face." He then raised his left arm into the air and opened his eyes. "But you five will make a nice warmup." The sky darkened with grey clouds all of a sudden as a vortex appeared in the sky above.

The Guardians readied themselves for a fight.

Twilight lit up her horn with magic as the former Soldier began to descend from the sky.

Sephiroth landed on the ground softly, kicking up little sand as he held his blade over his left shoulder with the blade curved downward. With a viscous smirk the former Soldier rushed forward at impossible speeds, causing the Guardians to scatter in multiple directions with Iron Man taking to the sky and flying around Sephiroth.

"X-PO!!!" Iron Man called out the robot's name as he saw Sephiroth straighten himself, his gaze following the armored hero.

"I HEAR YOU, I HEAR YOU! I'M WORKING ON IT, JUST DON'T DIE WHATEVER YOU DO!"

"Easier said than done!" Iron Man replied before firing a multitude of missiles at Sephiroth.

The One Winged Angel simply smiled before darting into the air, swerving left and right avoiding the missiles before grabbing Tony's throat and tossing him right into Sonic, who tried hitting Sephiroth's back with a Homing Attack.

As the two heroes landed on the ground Sephiroth darted to the floor and stood before Twilight, Batman, and Mario. He then darted forward at high speeds, swinging Masamune directly at Batman's head. But the Dark Knight slid under the blade and went to kick Sephiroth's back, but his leg was grabbed by the Angel and was then swung to the ground face first before being tossed aside.

He moved his upper body left and right, avoiding the multiple magic blasts that were fired at him from Twilight Sparkle. Just as he was about to counter her attack, his eyes moved to the left as he noticed Mario leaping through the air with his fist clenched.

Sephiroth simply turned and backhanded the plumber away from him.

Mario soared through the air and landed harshly on the ground as Sonic zoomed across the sandy desert and approached Sephiroth. The One Winged Angel simply snapped his fingers and a pillar of dark fire appeared in his path. Sonic tried to slow his momentum.

But that's what Sephiroth wanted as he flew through the fire and kneed the hedgehog in the chest, causing Sonic to cough up blood as he was sent flying across the desert. Sephiroth smirked before turning around and holding Masamune out in front of him, splitting a magic laser fired from Twilight in half.

The unicorn looked stunned, how was that possible?! There was nothing that could do something like that to pure magic.

She went to light up her horn again but was stopped when Sephiroth grabbed her by the horn and flipped her over his head, slamming her back against the ground. She tried to scream but couldn't as the air left her lungs. The pain was intensified when Sephiroth slammed his foot on top of her sternum, slamming her back into the ground before grabbing her tail and throwing her into Iron Man, who had fired three Repulsor Blasts at the Soldiers back, doing little to no damage whatsoever.

He turned around as Mario charged at him. He flew forward and swung Masamune, but Mario jumped and bounced off the blade and kneed Sephiroth in the face, craning his neck back slightly as he flipped over the Angel flawlessly. He landed and went to throw another punch but missed when Sephiroth dodged to the left. He threw multiple punches but the villain kept evading them.

"Slow." Dodge. "Sloppy." Another dodge. "Sad."

Sephiroth then punched Mario in the nose, drawing blood as he was sent straight first into the dirt. He then turned around as he swung Masamune, slicing three Batarangs that were thrown at him. But those were distractions as a Smoke Pellet blindsided him, exploding and clouding his vision.

The One Winged Angel looked around for any sign of the Dark Knight, he smirked when he saw a shadow rush by him. He smiled even more when he caught a punch from Batman, but that turned to a look of confusion when Batman smirked at him. He realized why when he was struck in the back by a Unibeam blast, causing him to stagger forward as Twilight, looking worse for where as bruises and scrapes covered her coat, flung Sonic directly into Sephiroth's chest with her magic.

Sephiroth slid back across the sand and chuckled.

A black, feathered wing suddenly sprouted from the right side of his back, black feathers falling around him as the Guardians regrouped and stood before him, ready to keep the fight going. He smirked before dashing forward, swinging Masamune from left to right as he stopped in front of them, the force of the blade sending them all flying back through the air.

Iron Man recovered first, proceeding to fly around Sephiroth firing multiple Repulsor Blasts at him. The One Winged Angel merely deflected the blasts with Masamune, sending them flying away from him. He then moved to the right to avoid an incoming magic blast from Twilight, only to be blindsided by Sonic, who hit him with a Homing Attack when he wasn't looking.

Sephiroth smirked as the hedgehog came at him again, but this time he was ready. When he was close enough Sephiroth took to the sky, allowing Sonic to be hit directly in the chest by a magic blast, sending him sprawling across the sand.

Twilight gasped at what she unintentionally did to her friend before being tackled out of the way of Sephiroth, who stabbed the ground where Twilight had previously been standing. He removed Masamune from the ground and turned to see Mario standing over Twilight protectively.

The Son of Jenova flew forward and went to stab Mario.

The plumber could only close his eyes as Sephiroth approached him.

Sephiroth struck.

Mario opened his eyes and gasped in shock as the blade of Masamune held him in the air by the strap of his overalls. He looked down at Sephiroth, who was simply smirking, he was toying with them. He saw Sephiroth's eyes dart to the left and before he knew it, he was flung directly into Twilight and Batman.

Mario crashed into Twilight, sending them both falling across the ground, but Batman avoiding the flailing plumber and threw a Batarang at Sephiroth's hand, hoping to disarm him of his weapon. But the One Winged Angel simply slashed the projectile in half, but to his surprise it exploded right in front of him, sending him staggering back as Batman leapt through the air and delivered a kick to Sephiroth's chest. He landed and went to strike again, but was sent flying through the air with a swish of Sephiroth's wing.

Sephiroth suddenly flew into the sky and clenched his fist as strands of darkness seeped out of the ground the Guardians were standing on. Then suddenly massive chunks of the ground tore themselves from the ground and took off into the air, with the Guardians still on them.

Three desert platforms hovered in the sky, with Sephiroth floating in between them. Twilight and the others readied themselves when Sephiroth slowly descended onto the platform they were standing on with a grin on his face. He clenched his fist once more, sending forth a wave of darkness from himself, causing the Guardians to stagger as he took off into the air.

"Give in to the dark." Spoke Sephiroth as he snapped his fingers, ten orbs of darkness appearing around him. "Heartless Angel." He sent the orbs flying down to the Guardians, causing them to move away from one another. Twilight casted a shield spell around herself, but it shattered upon impact and sent her flying through the air and landing harshly on her back.

Sonic tried outpacing the orbs but they caught up to him and struck his back.

Mario too was unable to evade the orbs.

While Batman and Iron Man continued to evade the orbs, Sephiroth nosedived down to the fallen Sonic the Hedgehog and went for the kill. Sonic's eyes shot open before he zipped upright and avoided Sephiroth's strike. The Angel swung behind him as he turned, but Sonic simply slid under the blade and tried to get an hit on the villain. But Sephiroth raised Masamune over his head and went to bring it down onto the Hedgehog.

Only for Batman to flip over him and kick him in the chest, sending him stumbling into three dark orbs. They each struck his back, causing him to fall to one knee and drop Masamune. As he straightened himself, he moved to grab his blade but found himself dodging multiple strikes from Batman.

Sephiroth blocked and countered the Dark Knight's attacks with his forearms, deflecting each strike. He blocked another strike but was suddenly palmed in the chest by Batman, causing no damage to him at all. But what caught him by surprise was the circular device planted on his chest. Batman backflipped away as the device exploded, causing Sephiroth to stagger.

He grit his teeth before darting forward and seizing Batman by the throat and slamming him onto the ground. He released the Dark Knight and flew forward, removing Masamune from the ground, and zooming into the sky, avoiding multiple missiles flying down towards him.

Iron Man flew through the air, firing every projectile in his arsenal at the One Winged Angel, but no matter how hard he tried he just couldn't hit him. Sephiroth continued on his flight path to Iron Man, even as the Avenger flew away from him to get some distance between the both of them.

He fired a Unibeam blast at the villain, only for him to disappear in a swirl of darkness.

His eyes widened when he turned around and saw Sephiroth smirking at him.

"What the f--" Was all Tony managed to get out before being slammed onto a different platform, creating a crater where he landed. He tried getting back up but was halted by Sephiroth, who had planted his boot on his chest. He raised his sword over his head, ready to deal the finishing blow, but was stopped when a Grappling Hook clung to the hilt of the blade.

Sephiroth looked back and saw Batman and the others land on the platform, with Mario carrying Twilight as he leapt over.

The Angel merely tugged on his blade, causing Batman to fly over to him unwillingly. He then backhanded Batman away before a violet aura surrounded him. He looked over to see Twilight struggling to hold him, her horn the brightest its been yet.

Sephiroth merely chuckled before walking forward, shattering the aura around him like glass, causing Twilight to cry out in pain as her horn reacted to the damage. Mario and Sonic grinded their teeth and darted over to the approaching menace, but were sent flying back by a forcefield of darkness that surrounded the Angel.

As he approached Twilight, he failed to notice Iron Man get back onto his feet, igniting his boots before taking off toward him. Sephiroth turned around and was spear tackled over to the next platform by Iron Man, dragging him through the ground, digging a trench with his body.

An explosion of darkness caused Iron Man to relinquish his grip on the One Winged Angel, which also sent him spinning through the air at high velocity. Sephiroth recovered and zoomed into the air and slashed at Tony's armor with Masamune, sending him crashing onto the ground.

He landed on the ground just in time to catch Sonic, who tried hitting him with a Homing Attack. Still spinning in his hand, Sonic let out a yell of defiance as he was slammed into the ground, and was then sent rolling across the canvas, uncurling as he rolled to a stop, smears of blood covering his body.

He tried getting back up but fell back down.

Sephiroth turned around as Mario made a mad dash toward him, but the plumber was stopped when Sephiroth zoomed over and kneed him in the face, causing blood to spill out of his nose and mouth. He was then palmed in the chest and sent sliding across the sand.

As the Guardians struggled to get to their feet, Sephiroth spread out his singular wing and took off into the sky, a devious smirk plastered onto his face. The group grew worried at what the villain was going to do, but not before a familiar voice sounded off in Tony's ear.

"GUYS, IT'S X-PO! I MANAGED TO LOCATE WHICH WORLD YOU ENDED UP IN! YOU’RE ON EARTH 7, WHICH IS A WAYS AWAY FROM FOUNDATION PRIME!" X-PO shouted frantically into Iron Man's ear. "I'VE MANAGED TO OPEN A PORTAL TO FOUNDATION PRIME, BUT YOU GUYS NEED TO HURRY BEFORE YOU DIE OUT THERE!"

Tony, standing on the edge of the platform, looked down and saw the portal open where they had landed when they first entered this world. "I see the portal!" He shouted to his teammates. "Let's haul it out of here! We're not gonna win this fight!"

Batman wasted no time in grabbing Twilight by the waist and running toward the edge of the platform. He found that Mario and Sonic were running alongside him, making their way toward Iron Man. Meanwhile Sephiroth simply looked at them confusedly before he looked down below and noticed the portal.

They were trying to escape!

His eyes narrowed when they all leapt off of the platform. So they wanted to run, huh? Well he wasn't going to make it easy for them. He clenched his fist, surrounding the three platforms in darkness, before outstretching his hand downward, turning the platforms into makeshift meteors.

As he flew, Tony noticed a shadow loom over him and the others. He turned around and whispered, "Oh my God." He saw the three platforms hurdling their way down to them. "EVERYBODY MOVE!" He activated the thrusters to max power and grabbed both Mario and Sonic while Batman dived down with Twilight still in his arms. The platforms drew closer, they were going to crush them.

Batman spread out his cape and glided through the air as the platforms came crashing down, generating a massive explosion that sent all of the Guardians flying through the air and crash landing on the ground, a mountainous wave of sand covering their forms.

They all groaned as the portal shined through the sandstorm. They each got to their feet and made their way to the portal, but not before a certain One Winged Angel landed behind them with a smirk on his face. He held his blade behind him curved upward as he slowly walked towards them.

"Guys we need to move!" Sonic shouted hastily as he zoomed towards the portal.

Everyone followed the hedgehog as Sephiroth drew ever closer, his grip tightening on Masamune, he wasn't going to let them get away from him. He quickened his pace as they each drudged to the portal, a certain unicorn falling behind.

His smirk grew as he continued to walk.

Batman noticed this and threw multiple Batarangs at the villain to try and give Twilight a chance to get away. Sephiroth quickly slashed them but was struck in the chest by a magic blast and a Repulsor Blast, halting his movements.

"MOVE IT, TWI!"

She went into a full gallop as the portal drew closer to her. Sephiroth growled as he saw Mario, Sonic, Iron Man, and Batman enter the portal. Twilight was almost there as well. He took into the air and divebombed down toward the retreating unicorn. He raised Masamune, ready to end her life, but just as he landed her tail entered the portal and it closed, allowing him to only stab the sand beneath his feet.

The portal was gone.

As were the Guardians of the Multiverse.

Sephiroth slowly exhaled through his nose as he removed Masamune from the ground, holding it behind him once more as he stood up straight. He couldn't help but wonder where that portal led to, or who those individuals were. So many questions with no answers.

He shook his head, he had no time to dwell on such things. He had to finish what his mother started, to cleanse this world for good. And to do that, he needed to be rid of one bothersome pest and his friends.

Speaking of which.

He heard the sounds of footsteps approaching behind him, and the removal of a blade from its sheath.

Sephiroth let a smile grace his lips. Finally. He was here.

He turned his head slightly and simply greeted, "Good to see you, Cloud."

Author's Note

Y'know how I said that Scooby Doo was the last world we would visit?

I lied. :pinkiehappy::pinkiehappy::pinkiehappy:

C'mon you knew I had to include Sephiroth into this somehow. It would just be criminal if I didn't. Anyways, now we move onto Foundation Prime.

Stay tuned, cause it's getting good.

40. Foundation Prime

Foundation Prime

The Wastes

The Wastes of Foundation Prime were usually quiet and barren. desolate, void of any life, nothing in sight ever since the cataclysmic battle between Talos and the original Guardians of the Multiverse. There used to be a garden that Supreme liked to meditate in that resided here. Now it was nothing more than a waste land.

The moving of sand was disrupted when it was pushed away by the appearance of another Rift, one that spat out the new Guardians of the Multiverse, who looked worse for where after their encounter with the One Winged Angel: Sephiroth.

Twilight landed on her belly as the Rift closed behind them, scrapes and bruises covered her little body. She had never felt like this before, not even after encountering the Changeling swarm or even King Sombra. Sure she was tired after those events, but never before had she felt so broken and battered after a battle.

Was this what the others felt like all the time?

She felt sorry for them if that was the case.

Twilight struggled to get to her hooves, her entire body was shaking from the beating she just endured. The encounter with Sephiroth made her question their chances of actually succeeding, if they couldn't even beat him, what made them think that they actually stood a chance against Exiled?

She shook her head of those thoughts, she couldn't think like that. No. Now was the time for whatever flicker of friendship she felt within herself to kick in and guide her to the path ahead of her. She looked forward and saw the other Guardians struggling to get to their feet, even Batman looked tired after their detour.

She worried for them.

She truly cared for them, just as they truly cared for her.

"Everyone okay?" Twilight asked, despite already knowing the answer considering she herself wasn't okay in the slightest.

"Despite getting our asses handed to us, we're fine... I guess." Tony removed his helmet as he answered, checking it for any signs of damage. He looked down at his chest and saw a scratch just below his Arc Reactor, courtesy of Sephiroth. He hated to admit it, but they got absolutely demolished earlier, and that was a story he would take to his grave.

His attention was brought to Mario, who was looking off into the distance with his hand resting on his forehead. "Uh. Shouldn't we be over there?" He pointed to the pyramid in the distance. Exiled's Fortress. The other Guardians looked over to where the plumber was pointing and couldn't help but feel annoyed at how far they were.

Everyone except Sonic.

He couldn't help but feel a sense of Deja Vu when his eyes bore onto the fortress ahead. He squinted slightly before grasping the side of his head in pain, gritting his teeth in pain as flashes of his vision returned to him painfully.

The pyramid with Twilight's Cutie Mark.

The desolate wasteland surrounding him.

The six figures standing before him.

The Alicorn Amulet hovering before him.

The looming figure of death looming over them all.

As the flashes ended the hedgehog blinked multiple times to regather his thoughts, the spots in his vision clearing as the blurriness faded away. He had to get these visions under control, but he had to figure out what they meant. At least he knew where he was in that vision now.

He was on Foundation Prime.

But that pyramid looked awfully similar to Exiled's Fortress.

But why?

He was cut off from his thoughts by Iron Man, "Yep. So much for that toaster's calculations." He put his helmet back on, the lights on his armor flickering back to life. "It's pretty obvious that Exiled isn't looking for any visitors at the moment."

"Why do I get the feeling that this was Exiled's plan from the beginning?" Twilight mused, putting the pieces together like a puzzle.

"Because it probably was." Was the answer Batman had for her. "It makes sense. He clearly had some form of control over the Rift. Think about it, he sends us on a detour to distract us and lands us here to buy himself more time for whatever it is that he has planned."

That gave Sonic a thought. "But why though? He doesn't have all of the Foundation Elements. And it's not like he knows where they are anyway." He began stroke his chin, wondering what their adversary's end goal was. "And even if he knew we were coming, why not set up a trap of some kind? Why plop us out here with nothing but sand at our feet? It doesn't make sense."

"Huh." Twilight hummed out loud before thinking about it more clearly. Why wouldn't he simply land them in a trap of some kind if he all the time he needed? It made sense why they were so far away from the base, but with no trap whatsoever? As a matter of fact, why keep them together at all? But that gave her another thought, what if this wasn't the trap? That's when her eyes widened.

And so did Batman's.

"IT'S A TRAP!" They both shouted before five separate portals appeared around them in the sky. Before anyone could react, one by one, each of them were pulled into a portal, separated from one another, unable to fight as one, as a team.

They had fallen into a trap.

Exiled's Fortress

Encounter with Dr. Eggman

Sonic came crashing out of the portal with a tumble, but not before recovering by curling into a ball and bouncing in place before landing on his feet. He looked around the area as the Rift closed above him, he appeared to be in a dark room of some kind.

Was he in Exiled's Fortress?

Where were the others?

"Guys?" The Blue Blur called out, hoping that one of his friends would answer. He called out again but received no answer, much to his chagrin. This wasn't good, how could this have gone so wrong so fast? If they weren't together then this was going to be a lot harder than it needed to be.

"Great." He muttered bitterly. "Can this get any worse?"

"It can get worse!"

At the sound of his arch enemy's voice, Sonic turned around as multiple floodlights turned on, revealing a battle arena of sorts. It was similar to the chamber Sonic fought Eggman in on the Death Egg. Then all of a sudden the middle of the floor began to split apart as something large rose from the darkness.

It was a humanoid mech whose head and torso came together in an indistinguishable egg shape. Its head and torso bore a great resemblance to Dr. Eggman during the first few years they had known each other, right down to his mustache and attire, but with a metallic gray scalp and a small antenna on the sides of its head. It also had yellow shoulders with red arrow marks on them, along with red and yellow arms with three spikes for fingers, a gray jetpack on the back, and thighs made of two gray spheres each. It also had large and armored red feet with kneecaps.

Eggman laughed inside of his Death Egg Robot, taking a dramatic step forward, shaking the whole room. And to make matters worse two familiar looking robots hovered beside him, both having their arms folded over their chests.

Metal Sonic and Mecha Sonic.

"Nice of you to drop in, Sonic." Eggman said to his nemesis, taking another step forward. "Hope you enjoy it here. Because you're never going to leave!"

The Death Egg Robot stomped forward as both Metal Sonic and Mecha Sonic flew forward, initiating the battle. Metal unsheathed his claws as he went for Sonic's head, but the hedgehog ducked under and zoomed forward, going right under Mecha Sonic and going straight for Eggman.

He bounced into the air and curled into a ball, but instead of hitting the robot all he hit was a shield barrier, which Eggman had activated prior to the fight. Sonic flew backwards and slid across the ground, clenching his fists and gritting his teeth.

"Well, that's new." He muttered before zooming off again, with Metal and Mecha hot on his trail.

Meanwhile Eggman was simply laughing as he turned the head of the mech to follow his blue adversary. "Oh Eggman, you genius! Who would've expected a Death Egg Robot?" He complimented himself like the narcissist he was.

"Well... Anyone?" Sonic answered truthfully with a smirk, jumping in the air to avoid a laser blast from Mecha Sonic all the while zooming forward to avoid Metal, who tried blindsiding him. "This is, like, the fourth time you've used it!"

"Wait, really?"

"Yup."

"How'd the others go?"

"Not well."

Eggman grinded his teeth, "Grr! Well this time it WILL NOT FAIL!!!" He declared, launching the robot's spiked fist at his nemesis, allowing Sonic to jump on top of it as he called it back. But just as Sonic was about to attack he was seized by the throat.

Mecha Sonic had a firm grip on him before he blasted him in the chest. The attack sent Sonic flying right into Metal Sonic, who kicked him to the ground, having hit the hedgehog on the top of his head with the bottom of his foot.

Eggman took this chance to activate the robot's jetpack, taking into the air and hovering above Sonic.

The hedgehog came back to his senses before widening his eyes. The Death Egg Robot was about to crush him! He scrambled to his feet and zoomed out of the way, but not unscathed as the resulting shockwave caused him to lose his footing.

Metal Sonic took that as his cue to fly over and clothesline him with his outstretched arm.

Sonic flipped through the air before rolling to a stop on the ground, head in a daze as he failed to notice Mecha Sonic coming straight for him. The robot grabbed Sonic by the back of his head and then proceeded to drag him across the ground before throwing him directly at the Death Egg Robot, who then slammed Sonic to the ground with its spiked fist.

"Oh Ho Ho Ho!!!" Eggman laughed as he raised the foot of the mech hover his fallen foe. "It ends here!"

Sonic looked tired. He looked beaten. Sure he could take on Eggman no problem, but the doc was pulling out all the stops this time. Normally Eggman wouldn't have called upon any of Sonic's metallic duplicates whenever he wanted to face the hedgehog one on one.

But this time was different.

He didn't care about how he did it.

All he wanted was to end Sonic's pathetic existence.

He brought the mech's foot down on top of the poor hedgehog. Metal and Mecha stared at the sight coldly, scanning for any signs of life under the Death Egg Robot's foot. To their surprise a pulse could be found, it was faint but it was still there. Eggman raised the mech's foot as Metal Sonic flew over and grabbed his fleshy counterpart.

He then flew up, holding Sonic by the back of his head, and hovered in front of the mech. The head of the robot opened up, revealing the smiling face of Dr. Eggman. He got up from his seat and observed the hedgehog with his hands folded behind his back.

"What's wrong, hedgehog?" Eggman taunted, leaning forward to get a better look at his nemesis. "No witty comeback? No taunts? No jokes? No smart alec remarks?" He shrugged, "What about an egg pun? No?" His smile turned fiendish. "Good. You finally realize that I've bested you. That I've beaten you. Face it, Sonic." The Death Egg Robot pulled its arm back as Metal Sonic released his hold on Sonic, dropping him from the air. "I'VE WON!!!"

The robot slammed its fist right into Sonic, sending him flying back and crashing into the wall. Sonic groaned, but before he could fall to the ground Eggman ran the mech over and continued to pummel him against the wall.

"YOU'RE BROKEN!" Slam. "YOU'RE BESTED!" Slam. "YOU'RE DEFEATED!!!"

With one final punch, Eggman finally allowed Sonic to fall down and hit the floor, creating a cloud of dust where he landed. The hedgehog had to admit it, he was beat this time. He hadn't felt this bad since his first encounter with Infinite. As his eyes began to close and his mind drifted into unconsciousness, he heard Eggman utter three final words before he blacked out.

"You're too slow."

Encounter with The Joker

Batman flew out of the portal and spread out his cape, gliding through the air and landing safely on the ground, his cape shrouding his form as he slowly rose to his feet. He turned around and saw the portal close, his brow furrowed. This was Exiled's plan all along. Separate them all, pick them off one by one, take the pieces off the chess board.

He looked around and saw that he was in what appeared to be an arena reminiscent of a 'Comedy Club'. The circular stage before him, the cardboard cutouts of club patrons, the lone microphone at the front of the stage. Batman turned around to leave, he had to find the others, but stopped when a projector flickered on and began playing a film on the wall behind the stage.

Curiosity overtook him and he turned around, only for his eyes to widen at the footage of Robin, battered and bloodied, tied to a chair in a dark room playing on the wall. A vengeful scowl etched itself onto his face when a certain Clown Prince of Crime walked up to the broken boy.

He knew what this was.

Joker had sent him the film.

It was one of the many torture tapes of Jason Todd.

His greatest failure.

"Batman? Is that you?" Jason asked as Joker appeared behind him, hopeful that his mentor would save him.

But that hope was gone when Joker grasped his shoulders, "Batman's not coming to save you, Jason."

"He'll come!"

Joker clicked his tongue and walked around to get in the boy's face, "It's been six months now, Jason. I think it's time to face facts."

"SCREW YOU!"

"That's the spirit!" Joker laughed, grasping his shoulders once more. "You're a chip off the ol' Bat block! Not that it'll do you any good."

"Why won't you just kill me?"

Batman's heart broke when he heard that. How broken his former protégé sounded. Oh, how he failed him.

"What? No, no, no! I'm not going to kill you! Well, not yet anyway. You're my sidekick now. Imagine it! You and me, out on the streets, starting fights, picking on the weak, a regular dynamic duo. Just like Bats and that new kid of his."

"No, he wouldn't!"

"Oh? Soooo, this isn't Batman then?" He grinned as he pulled out a photo, supposedly of Batman and Tim Drake, the Robin after Jason Todd. "Weird. The pointy ears are usually a dead giveaway."

Jason chocked back a sob. "N-No..."

"I didn't want to show you that photo, really I didn't. But it was the only way for you to get closure." He then stood upright and took out a crowbar from inside of his jacket. "Now I know it hurts but sometimes you have to be cruel to be kind."

The footage cut out just before the first blow struck.

Batman was seething with rage, how dare he play that to mock him. His fists shook with rage and his teeth were bare, that rage intensified when the clown's voice sounded off over a speaker.

"Y'know those are some of my favourite memories!" Joker revealed with a laugh. "The sound of bone crushing under metal, his screams of pain, his wails for you to come and save him! Oh, it was like ecstasy! Like a high that you didn't want to end!" His mad cackles echoed throughout the arena. "And now you've brought me another one to play with! Oh Bats, you shouldn't have. And hey, once I'm done with this brat, I think I'll pay your little unicorn friend a visit too!"

Now he had done it.

"If you go near her, I'll break you in two!" Batman growled at his greatest enemy.

But Joker dismissed him, "Oh ho ho, Batman. If you had the guts for that kind of fun, you would've done it years ago. Besides we both know you enjoy this crazy little game of ours just as much as I do! You don't want it to end! After all, where's the fun in that?"

A cloud of green smoke appeared on the stage and the shadowed silhouette of The Joker rose up on stage. Once the cloud dissipated Batman saw Joker with a grin on his face and an electric guitar in hand. And then appearing stage left and right, were Deathstroke, Scarecrow, and Mr. Freeze.

All three villains jumped down off the stage as Joker began playing his guitar.

As Joker began playing his song, Deathstroke made the first move, dashing forward with his sword drawn, only focused on Batman. He swung his sword down, only for it to be blocked by Batman, who raised his arms to block it with his wrist gauntlets. He kicked the mercenary back and backflipped away from a beam of ice, fired from Mr. Freeze.

As the ice cold villain walked forward, still firing his gun, Scarecrow walked forward as well, raising his left arm as Fear Gas exited the bottom of his sleeve.

While all of this was happening Joker leaned forward and grabbed the mic and began to sing.

"You can be a goody two-shoes 'till the end of your days,
You can listen to them say crime never pays,
You can follow every law and fear the big black bat,
But why would you want to? Ha!
Where's the fun in that? Where's the fun in that?"

Batman threw multiple Batarangs at Freeze before ducking under a strike from Deathstroke. He punched the mercenary's gut before kicking him in the jaw with a backflip. He took out his Grappling Hook and took to the air, throwing down a smoke pellet, concealing Scarecrow's vision.

"So, smile, darn you, smile! Everybody loves to grin!
Follow my lead, recite my creed, and smile, darn you, smile!"

Batman was about to glide kick the villain down, but was stopped when an ice beam just narrowly missed him, but not enough as his side was grazed, burning his side due to how cold it was. He loosened his grip and fell to the floor.

"Don't listen to the dullards say that life is a bore,
Those fuddy-duddys spoil my fun!
That's why I strive to eradicate gloom!
It's from that itch, I made the switch,
And chose my nom-de-plume: The Joker!
There's the fun in that! Ha ha ha! There's the fun in that!"

Deathstroke took out his gun and opened fire, wanting to take the Bat down while he was weakened. But that would prove fruitless as Batman raised his cape to protect himself, the bullets bouncing off of it as he ran.

Meanwhile Mr. Freeze took to the air and launched three ice missiles at the Dark Knight, hoping to incapacitate him.

As Batman threw four Batarangs at Deathstroke, he was sent flying backwards by the explosions of ice that erupted where the missiles struck.

"So, smile, darn you, smile! Everybody ought to laugh!
And so with glee, I do decree; Just smile, darn you, smile!"

As Batman struggled to get to his feet Scarecrow walked over and knelt in front of him. He glared into the hero's eyes before injecting him with his syringes, the Fear Toxin now in his system. No matter how hard he tried, he just couldn't get back up.

Deathstroke walked over and held the tip of the sword at his neck.

"So, when living gets a little rough, and you find it hard to cope;
I'm the gent with just the stuff, to fill you full of hope!
Just smile, darn you, smile! Everybody needs a clown!
Now with one stroke, the final joke!
Just smile, darn you, smile, darn you, smile!
Everybody loves to grin!
Follow my lead, recite my creed;
And smile! Ha! Darn you, smile!"

Joker laughed hysterically as Deathstroke kicked the side of Batman's head, his world turning pitch black as The Joker's laughs echoed throughout the arena.

"Ha ha ha ha ha ha! I love it!"

Encounter with Bowser

Mario yelped as he faceplanted on the stone floor after being spat out of the Rift above. He groaned, rubbing his head as he got to his feet, it felt a little hot in here actually. Looking around he saw why, he was currently standing on a bridge that spread to four corners of the room, forming a X shape in the center of the arena, with lava bubbling underneath it.

The heroic plumber frowned when a familiar laughter echoed in his ears, his deep and gravely voice souring Mario's mood instantaneously. His frown deepened when the Koopa King dropped down from the ceiling and landed in front of him, a mocking grin on his face.

"Welcome to the 'Boss Level'." Bowser said, taking a step forward while gesturing to his enemy with his right arm. "Here we are again, Moustache. Me, standing on the brink of victory and total conquest!" His tone and face dropped when addressing Mario. "You, defying me and somehow plucking victory out of nowhere despite the odds being stacked against you."

Shrugging nonchalantly, Mario retorted, "What can I say? I just don't know when to quit."

"I know. That's what infuriates me about you so much!" He roared, pointing his index finger at the plumber hatefully. "You've been like that ever since we were infants! And no matter what, no matter how much I throw at you, you always win!" He inhaled deeply before a confident smirk arrived on his face. "Tonight that changes."

"I'll believe it when I see it."

"Well seeing is believing."

Bowser roared as he fired a fireball from his maw, causing Mario to roll to the side, taking care not to roll too far, otherwise he become nice a crispy in the lava below. He ran forward toward Bowser, who fired another fireball, this time he slid under it and continued running forward.

He jumped into the air and avoided another flaming projectile, bouncing on the top of Bowser's head and landing behind him. He quickly raised his arms to block a punch from the Koopa. He pushed him back and threw a punch of his own, only for it to be caught by Bowser, who grabbed hold of his wrist and threw him over his head.

Bowser slammed Mario on the ground before throwing him over his head and slamming him again. He repeated this a few times before holding Mario before his face and delivering a nasty blow to the plumber's face, sending him flying back.

"No Power-Ups to save you this time!"

Worried? No. Tired? A little. His encounter with Sephiroth really took its toll on his body. "Please, I've been beating you since we were kids!" Mario reminded the Koopa, goading him into a reaction. "I didn't need Power-Ups then, and I don't need them now!"

"Cocky little..." He pulled himself into his shell and zoomed forward, spinning around at high speeds.

Mario charged forward and leapt over the Koopa, said villain coming out of his shell and breathing fire where Mario landed. The plumber jumped through the fire and punched Bowser in the snout, causing the villain to stagger back, and then kept laying on the punches, not giving him a chance to respond.

He bicycle kicked Bowser's jaw and landed on his feet, letting out a battle cry as he charged forward and shoulder charged the Koopa King to the ground.

Bowser snarled, sharpening his claws and swing his hand at Mario, crawling onto all fours and scampering forward as the plumber backpedaled, dodging swipe after swipe before front flipping over his arch nemesis and grabbing his tail.

He then began swinging him around and around, raising him into the air as he continued to spin around in circles, until finally letting him go. Mario watched as Bowser soared through the air and crashed against the wall, falling down in a crumpled heap.

The Koopa slammed his fist on the ground in a blind rage before standing upright, face to face with his arch nemesis. "Gotta say I'm impressed, Mario." His smile turned cruel, "But this could only end one way."

Mario chuckled, "What? With my foot kicking your butt?"

"No. With me beating the ever loving snot out of you."

The way Bowser said that confidently gave Mario pause. "And why would that ever happen?"

Showing his teeth, Bowser snapped his fingers suddenly as four screens came to life on the walls. It showed Luigi, Donkey Kong, and Toad all in an orb with Peach as well, but she was trapped in her own personalized bubble thanks to Kamek, who was using his wand to keep the spell going outside of the dome.

Mario looked on in concern and worry as Bowser laughed.

"What? You thought I didn't have a backup plan?" Bowser asked tauntingly before getting down to business. "As you can see, Plumber Boy, I have your friends at my mercy." He gestured to the screen behind him. "And if you want to see them again, you'll do exactly as I say. And just to show that I'm not bluffing..." He veered off before the dome containing his friends suddenly became electrified.

Electricity coursed through the dome, causing all of Mario's friends to cry out in agony while Peach slammed her fist against her own personalized bubble, trying to get to them. She could only scream and cry for Bowser to stop but he didn't listen.

Mario watched on in pure horror at the sight of his brother and friends convulsing and screaming in agony. He could only take so much before he screamed at Bowser for him to stop. The Koopa chuckled, knowing that he had Mario at his mercy. The pain stopped and they all fell to the floor, their bodies singed with smoke rising from their forms.

"Enjoyed the show?" Bowser asked with a cruel grin, causing Mario to snarl at him hatefully. "See this is how it's gonna go. You are going to stand there and let me end you. No matter how many punches I throw, no matter how bad the pain, you're not gonna lift a finger." Somehow his grin became crueler. "And if I even see and ounce of resistance from you... Your pals are as good as dead."

Mario clenched his fists tightly, his arms shaking from pure rage.

"So Mario?" Bowser asked. "What's it gonna be?"

The plumber closed his eyes and exhaled, he was beat and Bowser knew it. He fell right into his trap and there was nothing he could do. In the end it didn't matter what happened to him, just as long as his friends were safe. He lowered his head and nodded.

Bowser took that as a sign to walk over and look down at his adversary.

Before he knew it, Mario felt a fist go into his gut, causing him to double over before he was suddenly launched across the room. He landed harshly on his back before he was suddenly pummeled with a flurry of punches to the face by Bowser. He could hear the Koopa laughing hysterically as he continued to get beaten.

The punches stopped before Bowser raised his foot over his face.

"Game over!"

Mario's world went black after that.

Encounter with Ultron

Iron Man activated his rocket boots in the nick of time, hovering in the air and landing on the ground softly as the Rift closed behind him. He looked around and saw that he was a battle arena of sorts, the entire room had red highlights all over, flashing red before going dim repeatedly.

"Okay. Not creepy at all." Tony commented sarcastically before taking a few steps forward.

"Let me ask you something." The cold, calculating voice of Ultron echoed in the arena, causing Tony to stand guard. "Why do you do this?"

"Do what?" Iron Man asked, his voice stern and cold.

"This. All of this! This pitiful attempt at being a hero. I mean are you trying to repent for your previous sins? For your father's sins? All the lives your weapons destroyed? All the relationships you destroyed because of your previous battle with alcoholism? How many lives have you destroyed because you and Hank Pym decided to create me?"

"You can't put that on me!"

"Can't I?"

That caused Tony to falter.

Ultron continued, "You try so hard to atone for your sins, yet you cause even more pain than before. And why do you even bother, to save people? I hate to break it to you but people are awful. They're vile. Killers. War mongers. They are not worth the effort that's for sure. Hell that's you created me in the first place, to do what you and your Avengers couldn't."

Iron Man clenched his fists. "We created you to save the world!"

A circular hole opened on the floor behind Iron Man, causing him to turn around as a red light shined from the manhole. Then from the depths of red out came Ultron, who flew up slowly with his fists clenched and his sight set on his creator. Iron Man activated his boots and hovered in the air, facing down his creation, his mistake.

"And that's what I intend to do."

Ultron flew forward.

As did Iron Man.

The two met in the middle of the arena and interlocked hands, flying higher into the air trying to overpower one another, but alas, they were evenly matched for the moment. Ultron released a burst of power from within himself which sent his creator flying back. This gave the malicious A.I. the chance to boost forward, unsheathing his claws as he slashed at Tony's already damaged armor.

Iron Man raised his arms in an X shape to block the strike before launching multiple Stark Mines at Ultron, causing the villain to propel himself backwards and dodge the projectiles. Tony smirked under his helm and began flying around Ultron, who was still dodging the Stark Mines, firing Repulsor Blasts as he flew.

"Y'know it just occurred to me!" Iron Man suddenly spoke up as he fired a missile from his shoulder. "Your still locked out of anything tech related except that body of yours. Which means you can't escape to another body if this one receives too much damage."

Ultron chuckled as he caught the missile and crushed it in his hands. "You'd actually have to inflict damage upon this vessel if you even have a chance at defeating me." He fired five lasers from his fingertips, striking Iron Man in the chest and sending him crashing into the wall behind him. "And it appears your not in top form right now, Stark."

"Trust me, Junior." Tony groaned, pushing himself out of the wall. "I'm just getting warmed up." With that he launched forward and tackled Ultron, sending them flying across the arena.

Ultron slammed his fists on Iron Man's back, freeing himself, before delivering a kick to the side of his enemies head. Firing another mouth beam, Ultron followed his creator as he flew around the arena. He was gaining on him as he continued to fire mouth beam after mouth beam, unrelenting and unforgiving.

Tony quickly turned around and blasted Ultron in the face with a Unibeam, sending the A.I. tumbling down to the floor. Activating every weapon in his armor's arsenal, Iron Man fired missiles, Stark Mines, Repulsor Rays, lasers, you name it, down at the evil Artificial Intelligence.

Once the villain was drowned in smoke, Iron Man stopped and aimed his wrist downward, summoning his Proton Cannon.

But he took too long to charge it however as Ultron suddenly burst forth from the smoke and seized his creator by the throat and slammed him against the wall. He then flew along, dragging Iron Man across the wall, digging a trench in the wall as he flew.

Ultron then hurled Tony across the room and fired a mouth beam, striking the Armored Avenger in the chest, causing a great deal of damage to his suit. As his nemesis fell to the ground, Ultron flew down and grabbed Iron Man's leg, holding him upside down in mid air.

He then flew down and slammed Iron Man down on his back, getting a bit of air time before Ultron slammed him down again, effectively taking him out of the fight for good. "This is how you end, Tony." Ultron said coldly, leaning down and getting into the Avenger's face.

"This is peace in my time."

Encounter with Discord

Twilight yelped, flying out of the portal and landing on the cold, harsh, stone floor as the portal swirled to a close behind her. She groaned in pain as she slowly got to her hooves, her form shaking from the pain she has endured the past few hours.

The room was empty, nothing but darkness surrounding her.

She felt a shiver go down her spine, she felt cold. Just where was she? Where were her friends? Twilight then realized that this was Talos' plan, separate them and pick them off one at a time. It was a shame she hadn't picked up on that until it was too late.

Looking around, Twilight saw nothing but darkness.

She was alone.

...Again.

"Comfortable?"

Her head whipped around as Discord appeared in the air with a flash of light, a mischievous smirk on his face as he laid back in a relaxed position, one leg over his knee, as he drank out of a coconut with a straw.

"Discord!" Twilight exclaimed, trying to light up her horn.

Wait...

Why couldn't she light up her horn?

She glanced up and noticed that her horn was gone.

Twilight frowned and glanced up at the draconequues, "Not playing fair, are we?"

Discord chuckled, making his drink disappear as he leaned down and smirked at Twilight, "You do remember that we're enemies, right? Why would I play fair when I am on the cusp of spreading my Chaos Magic across every dimension that ever existed?" He shrugged, "It's not my fault that you don't get that."

Twilight stomped her hoof against the ground, "Enough stalling, Discord!" She took a defiant step forward, "Where are my friends?"

"Which ones?"

The question confused Twilight.

"Your new ones?" He asked before his smirk turned cruel. "Or the ones that betrayed you?"

Twilight's eyes turned to pinpricks as her breath hitched, her eyes darted around, looking at anything but Discord. "I-I don't know what you're talking about.."

"Oh?" Discord tugged on his beard in thought, "Then let me remind you." He snapped his talons, making several screens appear around her, forcing her to watch as everywhere she looked, a screen was in floating before her. The screen showed footage of Twilight confronting 'Princess Cadance', who was Chrysalis in disguise, at the wedding rehearsal.

"Why are you doing this to me?!" The imposter cried, giving her all into this performance.

"Because you're evil!" Twilight cried out as Chrysalis rushed out of the room in tears. "Evil! And if I don't stop you, you're gonna ruin my brother's life!"

Twilight shook her head and took a step back, her breathing had quickened as anxiety began to take hold of her. Why? Why was he showing her this?

The footage then showed Twilight turning around with a confident smile on her face, that is until she bumped into Shining Armor and fell on her plot. She gave him a sheepish grin before he began laying into her for what she did.

"You want to know why my eyes went all," His eyes swirled around in his head for a second before he grapsed his head in pain. He shook it off and continued, "Because ever since I started having to perform my protection spell, I've been getting terrible migraines. Cadance hasn't been casting spells on me. She's been using her magic to heal me!"

Twilight felt tears glisten in the corner of her eyes. "Please..." She whispered up to the draconequues, begging for him to not show her anymore. But he simply shrugged as he ate his popcorn from a large bucket.

"Shh!" He shushed her before smirking, "It's just getting good."

"And she decided to replace her bridesmaids because she found out the only reason they wanted to be inthe wedding was so that they could meet Canterlot royalty! And if she hasn't been on her best behavior with your friends, it's because with me being so busy, she's had to make all the decisions about the wedding!"

"I was just trying to–" Twilight tried to explain but he cut her off.

"She's been completely stressed out because it's really important to her that our big day be perfect! Something that obviously wasn't important to you!" He suddenly grasped his head and Twilight offered her hoof to him, but he simply walked past her coldly. "Now if you'll excuse me, I have to go and comfort my bride. And you can forget about being my best mare. In fact, if I were you, I wouldn't show up to the wedding at all."

Twilight was crushed. She could only look down in shame as her brother left her. She looked back at her friends and mentor, hoping that they would be there for her in her time of need. After all, if they knew her, if they really knew her in the time she'd spent in Ponyville, then they'd realize that she knew she made a mistake and help her figure out a way for her to fix it.

Nope.

She thought wrong.

"C'mon, y'all. Let's go check on the princess."

Twilight was beyond shocked. Her friends. Her very best friends, who she had dropped everything to help them whenever they needed it.... Left her. And they gave her the coldest looks anyone could give to another. Rarity lifted up her nose in disgust. Applejack shook her head in disappointment. Pinkie gave her a look that looked unnatural on the mare. Fluttershy simply looked away. And Rainbow Dash looked at her like she was the worst in the world.

As Spike scampered past her, she looked to Princess Celestia and reached out a hoof to her mentor, hoping for guidance.

Instead all she got was...

"You have a lot to think about."

At this point Twilight was curled up on the floor, sobbing and bawling in tears, her ears laid flat against her head, her entire form shaking from the sheer hysteria of it all.

Discord grinned.

"Wow! What a great show of friendship!" He said enthusiastically, leaning down and talking right into Twilight's ear. "It must feel great to have such great friends who will always be in your corner no matter what!" He let out a fake and dramatic gasp before smiling cruelly. "Oh wait..."

"Please stop..." She whispered pathetically.

"I'm sorry, what was that? Is Twilight Snarkle having another panic attack?" He taunted to the shaking mare. "Are you gonna brainwash an entire town again? Or maybe have everyone freak out over Princess Celestia coming to visit? Face it, you've brought nothing but trouble to their lives ever since you stepped hoof into Ponyville. You're a jinx, Twilight."

Her sobbing grew louder.

"I mean they showed their true colors at the wedding rehearsal. They showed that they didn't care about you, they showed that they only like you when it's convenient for them. They don't give a flying feather about you! They only followed you into that forest because you were too stupid enough to go in alone. They didn't follow you because they liked you. They followed you out of obligation because you're Celestia's student. It's clearly obvious that they've been lying to you."

"DON'T YOU THINK I KNOW THAT!!!" She suddenly screamed, her eyes red with tears, her cheeks stained due to her crying. She had finally reached her breaking point.

"Where were they, Twilight? Where was the friend to generously give you their time? Where was the friend who needed to be honest with you about how they felt? Where was the friend to make you laugh when you were feeling down? Where was the friend who didn't have a smidge of kindness to offer you? Where was the loyal friend who would've stayed behind to comfort you? Where was the Magic of Friendship?"

Hypocrites.

All of them.

"Where were your friends, Twilight?"

"....'re not my friends..."

"I'm sorry, what was that?" Discord asked with an evil smirk on his face.

She looked up to him and scowled, tears still streaming down her face, "They're not my friends."

It started at her tail, and then spread across her entire body. Her natural lavender color faded away and turned into a grey color as her head lowered, tears finally stopping as she came to the startling realization.

Those ponies were not her friends.

They never were.

"Yessss!!!" The Spirit of Chaos and Disharmony cheered, confetti shooting up behind him. "You see Twilight?! Friendship isn't magic."

He placed his mismatched hands on her shoulder and leaned his head next to her face.

"Friendship is Dead."

The Throne Room

Celestia and Luna couldn't believe their eyes, nor could the Bearers of the Elements of Harmony. Their mouths were agape at the sight of it. Their chests felt heavy and they felt cold, normally they would've felt a connection to Twilight, given that due to their connections to the Elements of Harmony, they too, were all connected.

But they didn't feel that connection.

The Element of Magic had gone completely dark.

Pitch black.

"P-P-Princess...?" Applejack started but trailed off, not being able to find the words.

"I-I-I..." Celestia stuttered before being interrupted by the chuckling of The Exiled, whom was sat atop his throne.

"Do not fret, Celestia." Talos reassured maliciously. "You will be seeing your student soon enough."

Right on cure four portal opened up in the middle of the Throne Room, gaining everyone's attention. First out stepped Dr. Eggman, with Sonic, who was trapped in a blue orb, following close behind him. Then Joker, with Batman in toe, also in a dome prison. Then Ultron with Iron Man, and Bowser with Mario.

All of their friends called out their names in fear, causing them to stir out of unconsciousness. They all looked around and saw that they were trapped. They had been beaten.

They had failed.

Sonic looked to Eggman, who had a smug expression on his face. "Oh, hey! Instead of finishing us off, you kept us alive to gloat over!"

"Crushing you is easy. Crushing your spirit is worth the extra effort." Was all Eggman had to say.

"You're so corny."

Celestia looked for any sign of her student but found none, where was she?! Why was the Element of Magic dark? What has happened to Twilight Sparkle?

"Where is Twilight?" That hadn't come from her or anyone else in her dome. She looked to Batman, the one who had asked the million dollar question. "Where is she?" He growled to The Joker, who simply smiled in response.

Then out of nowhere Discord teleported into the room. "Sorry we're late!" Discord apologized with a mocking bow before gesturing to the grey unicorn sitting beside him. "Somepony refused to quit sulking."

The Princesses and the Mane Five let out a collective gasp at the sight of their friend. They had seen this before, when they had first beaten Discord when he escaped his stone prison. She was grey, her belief in Friendship broken. But the Element of Magic hadn't gone dark before.

What changed?

"Oh no." Sonic whispered, getting on his knees and banging on the dome to try and get her attention. "Twi? TWI?!"

Mario and Iron Man were lost for words, the rage building inside of them at the sight of their friend.

Batman growled at the draconequues, "What have you done?"

"Nothing!" Discord said innocently before pointing to the Equestrians. "Ask them."

The Guardians all turned and realized who they were, what they had done to Twilight. The ones who turned their back on her. Batman scowled heavily at them, as did Sonic and Mario.

Meanwhile Rainbow flew up to the edge of the dome and screamed, "US?! You got a lotta nerve! What did you do to her, you jerk?!"

"Twilight, darling?" Rarity called out.

"Sugarcube? Can ya hear us?!" Applejack banged on the dome.

"Twilight?!" Pinkie pressed her face against the dome.

"Twilight, please say something!" Fluttershy squeaked as loud as she could.

"Twilight!!!" Spike cried out for his mother figure, banging his fists against the dome.

Both Celestia and Luna approached the dome, the former placing her hoof on the dome as she whispered, "What has he done to you, my faithful student?"

Their hearts stopped when she finally acknowledged them. When she finally looked at them.

And they immediately wished she hadn't.

For she didn't look at them with her usual kind, caring eyes.

She looked at them with pure, unfiltered hate.

"This turned out even better than I had hoped." The Exiled suddenly spoke, getting everyone focused on him as he walked down from his throne. "The usurpers have finally arrived. We meet at last."

"Exiled, I presume?" Tony guessed, scowling under his helmet.

"You presume correctly, Anthony Stark. I am the one known as Talos, one of The First. The Exiled. The common denominator. The root behind all of your recent adventures. It is a pleasure to finally meet you in person." He then looked to each of the villains, "You've done well." He then opened his palm and held forward the X-Stone. "Now it is time for the moment we've all been waiting for."

He closed his fist around the stone, creating another portal in the room.

"Friendship is a weakness. You should have just destroyed your Foundation Elements."

Static suddenly filled Batman and Iron Man's communications, X-PO'S voice barely breaking through the interference. "Guys, it's X-PO! I'm under attack! It's times like these when I wish I knew how to fight and not just make sarcastic comments--"

The feed cut out.

And Lex Luthor, King Sombra, and M.O.D.O.K. arrived out of the portal, each with a Foundation Element in their hand. The Guardians' eyes shot open, they were on Vorton. This was Exiled's plan all along, and they fell right for it.

"What did you do to X-PO, Luthor?" Batman demanded to know.

"Just gave him some much needed adjustments." Lex shrugged before turning to Exiled as he approached them.

"At long last." He whispered in awe at the sight of all the Foundation Elements before him. "After eons of waiting and plotting behind the scenes. I can finally go home and restore what was lost. I can rebuild and forever end my exile in this primative, disgusting plane of existence." He hovered the final Foundation Elements over to their pedestals.

He finally had them all.

The Elements of Harmony.

The Chaos Emeralds.

The Kryptonite.

The Super Star.

The Vibranium.

The Ruby Slippers.

The Plutonium Rod.

Woody's badge.

Rapunzel's tiara.

The first Scream Canister.

Baymax's battle chip.

The Energon Cube.

And finally the Diamond Scarab.

All thirteen Foundation Elements, together again.

The pedestals lit up brightly as a rune underneath the rug shined through the fabric, glowing brighter and brighter until it burned the rug entirely. Everyone looked on in confusion as to what was happening, for they had no clue what they had just unlocked.

Then suddenly a beam of light shot out of the floor as the pedestals ceased glowing, and a hidden chamber unlocked itself beneath the floor, allowing for whatever was under there to finally be free. Everyone couldn't help but stare as a blue orb, crackling with electricity, glowing white in the middle and beating like a heart would, rose from the chamber and hovered in the middle of the room.

The heroes looked confused.

The Guardians looked worried.

Eggman and the other villains looked giddy.

Exiled laughed as he gestured to the orb, "Behold! The pulse of the Multiverse! The heartbeat of all existence! THE FOUNDATION OF ALL DIMENSIONS!!!"

Author's Note

Two chapters within a week?! And at this length?! Maybe we've entered an alternate reality ourselves?

Hope your ready for next chapter, cause it's gonna be cameo's galore!!!

Stay tuned!

41. Extinction

Foundation Prime

Exiled's Fortress

The Foundation of all Dimensions kept beating, breathing life into the entirety of the Multiverse, keeping the light aflame. It hovered in the center of the Throne Room with a very faint hum, electricity crackling over its entire form as everyone stared at its glorious form with various expressions.

The one with the biggest grin on his face was none other than Dr. Ivo Robotnik, who stared at the heart of all creation with anticipation and astonishment. "This is it," he thought to himself, unable to keep himself from chuckling. "The artefact the Ancient Guardians fought Exiled over all those eons ago. And it's ripe for the taking!"

Celestia and Luna could only stare in horror before turning their gazes back to Twilight Sparkle, who's head remained lowered with that broken and angry expression plastered on her face. The monarchs of Equestria could only hold back their own tears at her heartbroken form.

"What did Discord show you that could've broken your faith in friendship?" The solar monarch wondered solemnly, wanting to reach out to her student and console her, tell her that everything would be alright if she had faith.

But with the way things were progressing, faith was in short supply.

Her attention was brought back to Exiled, who floated up from the ground and slowly hovered to the Foundation of all Dimensions, his arms spread as if he wanted to hug the orb. "This is it. For eons I have waited to restore my home, to end my exile and free myself from this disgusting Multiverse." He placed his hand on the orb, blue electricity covering the appendage as if to tell him to back off. "Elysium will be reforged. I will go home. And now that the usurpers have been apprehended there is nothing anyone can do to stop me!"

He removed his hand and began striking yellow lightning from his claws, it spreading all across the Foundation of all Dimensions. He chuckled at the horrified expressions of the heroes as he tried to gain control over the orb, but grunted when blue electricity fought back his own lightning.

"What is this?" He intensified his power, demanding control, but the Foundation fought back. Its own lightning counteracting Exiled's immense power. "You forget your place! I am the reason you exist at all! And you will obey!" He declared, blue and yellow electricity lighting up the entire room, striking the walls of the room as the feud between creator and creation intensified.

But unbeknownst to everyone in the room, this affected far more than the state of the Throne Room.

Earth 666

The Hazbin Hotel

The Radio Demon took a delightful sip from his 'Oh Deer' mug as he hummed a merry tune to himself. He had just finished a delectable breakfast, raw venison of course, before electing to enjoy his morning coffee on the balcony of his room.

He wore a red, striped suit with white lining on his collar and noticeable tears on the bottom of his coat. Wearing black pants with red lining the bottom, as well as red and black shoes to match, with black gloves on his hands to keep them concealed. He wore a red monocle over his right eye, had pale white skin, disgusting yellow teeth, red and black hair that concealed his deer-like ears, red eyes, and he always had a smile on his face.

Alastor glanced over at his microphone leaning against the railing and couldn't help but chuckle. Just a few days ago he had caused that annoying, flat face, picture box, Vox to cause a city wide blackout due to outperforming him on a medium that the Tv Demon deemed 'inferior'.

How ridiculous!

Although he had to admit that Vox's temper tantrums were very entertaining.

He was about to take another sip of his coffee when a sudden tremor disturbed his morning peace, which if you weren't an Overlord, was very rare in Hell. He got up from his seat, grabbed his cane and looked around for the source of the disturbance before looking up to the sky.

"Now that's interesting." Alastor mused to himself as he stared up at the sky with a smile.

There, covering the entire red sky of the Pride Ring, was yellow and blue electricity colliding with one another, causing Hell wide tremors due to how powerful they were. It looked like the sky was tearing itself apart. This couldn't be Heaven starting another Extermination, they still had a couple of months left until then.

Besides this looked a lot more... Unnatural.

"Al?" A sweet voice called out to him, causing him to turn around to greet whoever was there.

But he already knew who it was.

She wore a red suit with a white shirt underneath, with black buttons and a black bowtie to match. Her skin was as white as a ghost, and her hair was a nice blonde color with hair bands to keep it nice. She had red, rosey cheeks, wore black lipstick, had yellow eyes with red irises, and a cute, little black nose that resembled one you would see on a lamb.

"W-What's going on?" Charlie Morningstar asked as she too stared up at the sky, her expression one of worry and a slight twinge of horror. She also knew that this wasn't Heaven's doing, but that made her all the more worried for what it could possibly be.

Alastor spun his microphone around before stamping it on the ground, "Honestly I am as lost as you are, my dear." His grin widened as he glanced over to the Princess of Hell. "What I do know is this!" With Charlie's attention, Alastor continued, "It may not be a happy day in Hell, but it is sure to be an entertaining one."

Earth 74

Earthrealm

The calm breeze that surrounded the Wu Shi Academy was disturbed by the sound of thunder clashing with an opposing force. Which felt foreign to the God of Fire and Lightning, seeing as how he is in tune with the latter. The protector of Earthrealm walked out of his sanctuary and gazed up at the sky in suspicion.

The sky was filled with blue and yellow lightning, colliding with one another and lighting up the sky for all to see.

The protector of Earthrealm wore an open white shirt with gold decorations and a black rear sections. He sported glowing tattoos on his arms and an aura of blue and orange fire around his arms when engaged in combat. His eyes were white, his black hair extended past his shoulders, and was of Asian nationality.

Liu Kang narrowed his eyes at the phenomenon occurring in his skies, believing that there was more to this than meets the eye. "What sorcery is this?" He asked himself as many of the academy's students gathered around him in fear of what was about to happen.

Earth 14

The Atlantic Ocean

A multitude of dorsal plates broke through the water as the monster swam through his territory, each dorsal plate lighting up with a beautiful blue as the rest of his massive form broke through the water, revealing the 550 foot Kaiju that protected mankind.

He was a bulky Kaiju with 89 dorsal plates running down his back and going all the way down to the tip of his tail. His feet were elephant like, made for holding up his massive form. His head was lizard like, his torso was wide, and his arms maybe small in comparison to the rest of his body, but they could still do some damage if he got his hands on you. And his black color added even more terror to the King of the Monsters than he already had.

Godzilla looked up to the sky to see yellow and blue lightning fighting for dominance, vaguely reminding him of his battle with King Ghidorah, but this felt worse.

Much worse.

The King of the Monsters raised his head and roared into the sky, defying whatever it was that dared threatened his rightful place among the Kaiju's of his world.

He was the king for a reason.

Earth 22

Chicago

It was as if Gods were battling in the sky above, that was the only way to describe what was happening over Chicago right now. The people of Chicago hadn't felt terror like this since Omni-Man had turned on them and had tried to conquer the planet.

The city's new protector, who was flying through the air, avoiding the strikes of the blue and yellow lightning as he flew, couldn't help but feel a little outclassed by this storm. Which was odd since he was supposed to be...

Invincible.

He wore a blue, yellow, and black suit with goggles covering his eyes, fingerless gloves, and an opening around his mouth and at the top of his mask for his hair to feel the breeze as he flew through the sky.

Invincible grunted as a stray yellow lightning bolt hit his back, sending him spiraling out of the sky. "Kid?! Kid, what the hell is going on out there?!" The sound of Cecil's voice brought him back to reality as he recovered before hitting the ground.

He took off into the sky and muttered, "I don't have a clue."

Earth 1977

Star Destroyer

There was a disturbance in The Force, but it was a feeling that he hadn't felt before, it was foreign to him and he didn't like that. The last time he felt a disturbance that shook him was when he first found out that Ahsoka had been alive after all this time.

He had to investigate.

The doors leading onto the command deck of the Star Destroyer slid open, and every single Stormtrooper and commander and stood at attention as The Dark Lord marched past them.

He wore dark clad armor, with leather gloves, leather pants, and a leather vest that was covered by a computerized control panel unit that regulated his respiratory functions. On his shoulders was a silver and black shoulder guard which was connected to his black cape. He donned a mechanical helmet, and the sound of his breathing was an eerie, mechanical hiss.

Darth Vader stared out of the window of his Star Destroyer and saw the collision of yellow and blue lightning, which appeared to not be of Sith origin. It also seemed that it wasn't related to The Force either, which was puzzling to Vader. As his Stormtroopers and commanders conversed amongst themselves about the phenomena, Darth Vader simply placed his hands on his belt and continued staring out into the vastness of space, wondering just where this was all going.

Earth 2018

Midgard

The Ghost of Sparta's Leviathan Axe was planted into the snow as he marched to the cliffside to observe the battle in the sky. Yellow and blue lightning in a struggle to overcome one another, battling for dominance, control, power over the realm. He knew this, this was a battle of Gods, but none that he was familiar with.

The Spartan had white skin, a beard that covered up the bottom half of his face, a red tattoo over his left eye, a cape made of the skin of a wolf, custom made armor with brown pants and gloves. On his belt was the head of the God of Wisdom; Mimir, who also looked puzzled at the occurrence in the sky.

"Head," The deep, gruff voice of Kratos cut through the sound of extinction. "What is happening?"

"Brother, I have no bloody idea."

Earth 13

Camp Crystal Lake

Ki Ki Ki Ma Ma Ma

For some reason the sound had caught his attention, it had disturbed his time with mother, his adoring mother who loved him the most in the world. He walked past and over the multitude of dead bodies that laid bare on the camp grounds.

The bodies of camp counselors.

The bodies of those who dared step foot on his grounds. His home.

The bodies of those who had let him drown, those who had decapitated his mother.

Ki Ki Ki Ma Ma Ma

He made his way to a clearing overlooking the lake, the moon's glow reflecting off of it. But that wasn't all that was reflecting off of it. Blue and yellow lightning flashing in the sky, seemingly breaking it apart, caught the slasher's attention. He tilted his head to the side as he clutched his machete, coated in dried blood.

He wore a faded, brown jacket, with a shirt of the same color only darker underneath, black gloves, faded grey jeans, mud covered leather boots, and his most distinguishing feature was the hockey mask he wore to cover his disfigured face, which also spelt doom for whoever laid eyes upon it.

Jason Voorhees stared up at the lightning covered sky for a moment before hearing a soothing voice in his ear. "Jason~ Oh my sweet, sweet Jason~ My special, special boy~" The voice of his mother called out to him. There was no time for this, there was work to be done.

Mothers work.

Jason turned around and returned to the campsite with his machete in hand, ready for it to taste more blood. After all, Mothers work is never truly done. Not until Camp Crystal Lake was quiet, at peace. Anyone who dared entered were either stupid or had a death wish.

Either way, Jason was more than willing to oblige.

Ki Ki Ki Ma Ma Ma

Foundation Prime

Exiled's Fortress

Twilight didn't have the will to care anymore.

What was the point? Discord was right, she had no friends, and the ones she used to have had betrayed her in the worst possible way. Had they learned nothing from Lesson Zero? Even remembering what they had dubbed that day formed a pit in her stomach, she felt heavy and worst of all alone.

Her mind was focused on other things as she didn't even bother to acknowledge the lightning that had engulfed the Throne Room, her downcast look plastered on her face as she stared down at the floor. She had failed, she was no Element of Magic, let alone a Guardian of the Multiverse.

She was just a unicorn.

Who had no friends.

She failed to notice Batman glance at her amidst all the chaos going on right at that moment, the Dark Knight had a look of sympathy on his face before it hardened as he glared at Discord and Joker, who were cackling madly at the destruction and chaos.

Those two were having the time of their lives.

He had to admit that the Foundation intrigued him somewhat, it appeared to be fighting back against Talos' power. Just what was this thing? Was it truly the Heart of the Multiverse? As he focused on it Batman could swear that he heard a hum come from the orb, but nobody else seemed to notice it.

And before anyone knew it the Foundation of all Dimensions let out a pulse that sent Exiled flying back into his throne, destroying it. Once the pulse spread across the room, not only did it knock the villains back, but once it phased through the domes holding him and the other heroes that had been captured, it disabled the domes, freeing them from capture.

"WHAT?!" By the sound of that exclamation it seemed that Eggman had become aware of this too.

Captain America looked around, as did all of the others who were now free for the first time in days. "What the heck just happened?" He heard Spider-Man ask, to be honest he wasn't quite sure himself.

"Who cares?" Knuckles replied, smashing his fists together, "We're free!"

He couldn't believe it, Sonic couldn't believe it. Granted he had no clue what the heck was happening but that didn't matter. His friends, and everyone else, were free.

"Well, what are we waiting for?!" Pinkie asked, bouncing around freely. "Let's skedaddle out of here!" Everyone seemed to share her sentiment as they all nodded in agreement.

"You heard the pony!" Cap shouted, motioning for them all to move out. "Go! Go! Go!"

As everyone began rushing out of the Throne Room, Celestia noticed that the Elements of Harmony were unguarded and looked to Luna, "Sister! The Elements!" When she saw what Celestia saw, Luna nodded and together, they flew over to the Elements and seized them with their magic before flying over towards the exit.

The Foundation of all Dimensions released another pulse, creating a portal right outside the Throne Room. Where it leaded, nobody knew, but it was surely better than here.

"There! The portal!" Iron Man shouted as he flew ahead of the group.

But just as they were about to enter, the sound of Spike's scream alerted them. "TWILIGHT!" Batman's eyes widened as he looked back to see the unicorn still sat there, head downcast, not noticing that Exiled was getting back up onto his feet.

"What's she doin'?!" Applejack asked the obvious question.

"That idiot!" Batman wasted no time in rushing back in, despite Damian's pleas for him to get into the portal. The Dark Knight rushed in, as did Rainbow Dash, who zoomed ahead of him by a landslide.

"Twilight, come on!" She shouted, edging closer to the defeated mare. "We gotta get outta here!"

Exiled heard this and snarled, "You'll go nowhere!" He lit up his claws and fired a laser beam out of his finger tips down at Twilight Sparkle, who still hadn't moved. If it wasn't for a sudden shield that appeared around her, Twilight would've been vaporized.

The Foundation of all Dimensions used some of its power to protect its protector, but it couldn't hold it for long.

Rainbow rushed over to grab her, but once she touched the shield she was sent flying back, sliding across the floor. She groaned as she slowly got up, witnessing Batman about to touch the shield. She was about to warn him no to when he phased through the shield.

The prismatic pegasus was stunned.

Why wasn't she allowed to enter yet he was?

Back with Twilight, she failed to acknowledge anything going on around her, she wasn't bothered. She knew that everyone had left her, just like at the wedding rehearsal. At any moment Exiled's laser would break through the shield and exterminate her.

After all who would miss her anyway.

Turns out someone would as she felt a hand touch her shoulder, causing her to suck in a breath.

She looked to her left and saw Batman crouching beside her.

"B-Batman?" She asked, praying that this was real. "Y-You came b-back for me?"

His answer was simple. "Always."

She barely had time to register that as Batman scooped her up and carried her in his arms as he rushed toward the portal. As the two friends exited the shield Exiled's blast broke through and destroyed the floor. Batman ran out of the Throne Room, with Twilight in his arms, and Rainbow Dash flying alongside him, and made his way to the portal, where Celestia, the Mane 4, Spike, Damian, and Luna were waiting for them.

"Get in the portal now!" Batman full on ordered as he rushed past them and jumped into the portal.

Joker slowly got to his feet and shook his head, what had hit him anyway? He looked out of the Throne Room and saw a certain Bat jump into the portal, with the others that stayed behind following close behind him. He quickly pulled out his gun and opened fire to try and stop them, but it was for nothing as the portal closed, securing their escape.

This was not going as he predicted it would, not only did the Foundation of all Dimensions resist him, but the Guardians and their allies had evaded them. But it mattered not, Exiled had what he needed now, there was nothing anyone could do to stop him.

His attention was brought to Eggman, who glared up at the Ancient being. "Well I hope you're happy, Exiled. Due to your inexperience in controlling the Foundation of all Dimensions the heroes managed to escape!"

"It matters not." Exiled waved his hand dismissively, not really taking this threat to his plans seriously. "The Foundation of all Dimensions may have resisted me for now, but in the end it will know who its true master is." He placed his hands behind his back as he walked down the stairs. "But now is the time for fortifications. The usurpers will return to try and seize the Foundation from us, we cannot allow that to come to pass." Exiled turned his head to Eggman, "Robotnik, what is the status of the Gateway in the Catacombs?"

"It's practically complete, it just needs a few more adjustments." The mad doctor informed the Ancient overlord.

"Excellent." Exiled nodded, now turning his attention to the others. "The rest of you prepare yourselves. You all shall guard this place with your lives, lest you wish to relinquish your hold on the Multiverse." When everyone nodded, still falling for Exiled's lie, he turned back to Eggman, "Have the Gateway brought to the Throne Room once it is completed. Now go and earn what is yours."

Robotnik was the first to leave with Orbot and Cubot hovering by his side, arms folded behind his back as he thought to himself, "Those brainless idiots may blindly follow that ancient fossil, but I've seen what will happen if the Foundation is used to power that Gateway, my simulations confirmed it. I will not let an opportunity like this slip my grasp." He glanced down at Orbot, "What is the status of the Ultra FR-G1?"

"It just needs a stable power source and then it's good to go." He informed his creator before asking, "I assume you have a plan."

"Please, I'm Dr. Eggman!" He smiled devilishly. "I always have a plan."

Unknown Earth

Vorton

Batman set Twilight down once the portal closed behind them, with the other Equestrians and Robin landing behind him. He looked down at the unicorn and felt sympathetic at her current condition, whatever happened between her and Discord must've affected her deeply if she was still like this.

"Father." The sound of his son's voice caused him to turn around and face the young lad. He then began walking towards him as Damian said, "I was caught off guard, I let them get the better of me. I won't let it-!" He was cut off when he felt two arms wrap around him. He looked up and saw that it was Batman hugging him.

"I'm glad you're okay." Was all the Dark Knight said.

Robin didn't know how to react at first as he never got any form of affection from his father before. He went for the safest option and reciprocated the hug, awkwardly and stiffly wrapping his arms around his father. Although he would never admit to it, Damian was happy to see his father.

"SONIC!!!" Said hedgehog was suddenly tackled by both Amy and Tails, who were both crying into his chest, happy to see him alive and well. "I'm so happy you're okay! Don't you ever scare me like that again, do you hear me, mister?!" Amy threatened.

Sonic, knowing how dangerous the pink hedgehog was with her hammer, could only nod in affirmation while Knuckles simply chuckled at the scene playing out before him.

Iron Man walked over to Cap and slapped his shoulder, "How many times is this that I've saved your ass now, old man?" He asked playfully, enticing Captain America's laughter.

"About as many times as I've saved you." Cap retorted with a smirk.

Black Widow, who was standing next to Spider-Man, placed a hand on her hip and let a coy smirk don upon her lips. "Excuse me? But who's the one always looking out for you boys? Oh, wait! That would be me."

"Didn't I literally save you all from the Green Goblin the other day?" Spider-Man reminded them.

Meanwhile Mario was engulfed in a bone crushing hug by his brother, "G-Good to see you too, little brother." The plumber said in a strained voice. When he realized he was hugging him too tight Luigi released Mario as everyone else gathered around him.

"Thanks for the save." DK thanked his rival before adding, "But I would've done it quicker."

He was suddenly punched in the shoulder by Peach, "Play nice." She reprimanded playfully before leaning down and kissing Mario on the cheek, "Thanks for coming to my rescue again, Mario."

"Ah heh heh! Heh heh, n-no problemo, Princess." Mario blushed before noticing something behind Toad, a flickering and twitching form. His eyes widened as he rushed past his friend and exclaimed, "X-PO!"

Upon hearing Mario's shout, Iron Man, Batman, and Sonic all darted over to him and crouched down next to X-PO, who looked severely damaged as his visor was cracked, his antenna was broken, and one of his tiny arms were bent in a way that didn't look natural.

"I guess not everyone loves my carefree approach towards protecting the Multiverse. Sorry, I couldn't save your-" He tried to apologize but his audio processor was badly damaged, causing it to glitch and cut out. His visor dimmed, he was going offline. "But I programmed the Gateway. You must stop Talos. No matter what, the Foundation of all Dimensions must remain in tact. I think this is the end for me, guys. Before I go, I just wanted to say thank you. For helping me, for answering the call. And for being my friends."

His voice glitched one last time before his eye went dark.

He was gone.

Each Guardian and varying reactions. Mario took off his cap and lowered his head in respect, Sonic closed his eyes and looked away, Batman simply lowered his head, and Iron Man slammed his fist on the ground in anger. And he had every right to be angry, they had messed up big time.

Not only was the entire Multiverse at stake but Twilight was completely out of it and they had just lost X-PO.

Speaking of Twilight, where was she?

They all turned around and winced as Celestia, Luna, Spike, and the Mane 5 all slowly and hesitantly approached the grey mare.

This wasn't going to be pretty.

Not one bit.

Words couldn't describe the feeling Celestia had in her belly right now, it was a mixture of butterflies and a heavy weight that made her tummy drop to the very dark pits below. In all her years of mentoring Twilight she had never once felt nervous talking to her student.

Yet this time it seemed different.

When she glared at her with that much venom and animosity it honestly gave her flashbacks to the looks Luna had given her before she had become Nightmare Moon, or when Sunset Shimmer left her care and never returned. She swore she would not make the same mistake with Twilight, but maybe she'd already done so.

"Twilight?" She spoke gently to her student, who still refused to look at her. Celestia hovered the darkened Element of Magic before her with her magic, holding it out for Twilight to take. "I do not know what it is that Discord has done to you, but just know that you are not alone. You have friends here willing to stand by your side until the end." She cringed when she heard Twilight scoff. Did she hear that right? Or was it just her imagination? "Twilight you must break whatever hold Discord has over you, and trust in us to help you push forward."

"Trust you?" Celestia took a small step back at the sound of Twilight's voice. It was a cold, harsh whisper that she hadn't heard from the unicorn before. Never had she heard her faithful student speak with such venomous tones. The pit in her belly worsened when Twilight whispered, "You're all the last ponies I would ever consider trusting."

"What's wrong, Twilight?" Fluttershy asked hesitantly, still hiding behind her mane.

That was the wrong thing to say as Twilight slowly turned around to face them. The ones who left. The ones who abandoned her. The ones who threw away two years of friendship just to kiss up to royalty.

She was beyond angry at this point.

"What's wrong?" Twilight repeated with a harsh whisper before screaming, "WHAT'S WRONG?! AFTER WHAT YOU DID TO ME, YOU HAVE THE AUDACITY TO ASK ME 'WHAT'S WRONG'?! ARE BUCKING KIDDING ME!!!" She was on her hooves now, flaring her nostrils in anger directed at not just the shy pegasus, but to everyone who was at that wedding rehearsal.

Fluttershy had already retreated behind Rainbow Dash, but the brash pegasus wasn't doing so well either as her jaw had practically fallen to the floor. Rarity looked ready to faint, Pinkie just looked confused and Applejack looked confused too, but she was also a little hurt. Luna and Spike stared at the unicorn with surprised and shocked eyes, never had either of them heard Twilight Sparkle speak in such a manner. It was foreign to their ears.

Celestia looked beyond shocked, not at just the way Twilight spoke, but the look in her eyes.

It was pure hatred.

"W-What are you talking about, darling?" Rarity dared to ask, hoping to not anger her friend further.

She failed.

"The wedding rehearsal!" Twilight shouted, causing everyone's eyes to grow wide. That's what this was all about? Why? What happened at the....? They all cringed and winced as the events of that day came back to them like a tidal wave, what they did, how they left her.

"Ah thought we'd moved past that." Said Applejack.

"NO! You moved past it! You put it behind you! I DIDN'T!!!" Twilight screamed, stomping her hoof on the ground every time she spoke, emphasizing her point. "Did you forget how you treated me?! How you all just left me in that hall?! How you all abandoned me when I needed you most?! When my own brother disowned me in front of everypony?!"

Applejack shook her head and took a step to her distraught friend, "Now hang on, Sugarcube! Ah apologized for not believing ya at the rehearsal, but you have ta admit the way ya went about it wasn't very reasonable, now was it?"

Twilight chuckled mirthlessly, rolling her eyes at Applejack's defense. "You think that little apology was enough to mend my broken heart? 'Oh Ah'm mighty sorry Twalight for not believin' ya! Even though we all agreed to take your worries more inta consideration! But golly gee, Ah plum forgot! A-hyuck!'" She mocked her, mimicking her southern accent. "And when it comes to how I reacted, I tried to warn you not once, not twice, but three times! So excuse me if I wasn't in the best state of mind at the time, but once again you girls tossed me aside like I was a pile of garbage just so you could be bridesmaids! Nice to know that our two years of friendship meant so much to you!"

"Now that ain't fair!" Applejack protested, getting heated. "We didn't know she was a fake!"

"I DON'T CARE THAT YOU DIDN'T BELIEVE ME!!!"

"THEN WHAT'S THIS ALL ABOUT?!"

"YOU ABANDONED ME!!!" She felt tears threaten to fall from her eyes, her teeth gnashing together, her nostrils flaring. "YOU PROMISED THAT YOU WOULD TAKE MY WORRIES INTO CONSIDERATION!!! REMEMBER LESSON ZERO?!" Each of the Mane 5 winced further, they'd rather not remember that day. "I CAME TO YOU GIRLS BECAUSE I NEEDED YOUR SUPPORT! BUT INSTEAD YOU LAUGHED IN MY FACE! SAID IT WASN'T A BIG DEAL! IT MAY NOT HAVE BEEN TO YOU, BUT IT WAS TO ME!!! I THOUGHT YOU LEARNED YOUR LESSON BUT CLEARLY NOT SINCE YOU DID THE EXACT SAME THING AT THE WEDDING!!!"

"Twilight--" Pinkie tried to say to her but was cut off.

"NO! SHUT UP, YOU ANNOYING MARE, THE ADULTS ARE TALKING!" The sound of Pinkie's mane deflating could be heard, but Twilight didn't care. "Y'know, I should've figured out sooner that you girls didn't care about me, that you were just using me for your own gain!"

"What are you talking about?!" Rainbow cried, her voice breaking, hating that her friend was feeling this way.

"Let's list off some things, shall we? You all tried using me for the tickets to the Grand Galloping Gala, when all I wanted to do was get some food in my belly so I could think straight! But no! Twilight couldn't get anything to eat, she had to solve your problems first! Or more recently, the wedding, let's not worry that Twilight has valid concerns for her brother's wellbeing, let's instead play dress up and suck up to royalty and be bridesmaids! Buck Twilight, we have sucking up to do!" She turned her gaze to Rarity, "Let's not worry about my friend’s birthday party, let's instead ditch making her dress and suck up to Fancy Pants so I could move up in the world!" She scoffed at Rarity's shocked face. "What? You think I didn't know about that? I'm not stupid Rarity, I only played along because I didn't want to put strain on our friendship, which clearly wasn't important to you!"

The mare could only look down in shame as tears flooded her eyes.

"You want to know the worst part? When I was sent down to the mines underneath Canterlot, when I found Cadance and showed up to the wedding, you want to know what I noticed? Nopony asked 'Hey, where's Twilight?' or 'I wonder where Twilight is?' You all didn't bother to look for me, did you?" She got her answer when they all looked away with guilty expressions on their faces. "That's what I thought. You really don't care, do you? Why else would you look at me the way you did when you left me? I'm just an obligation to you, so the Elements of Harmony can function! So Equestria's defenses aren't tampered with! You were just using me for your own gain, I don't know why I didn't see it sooner! Well, I know when I'm not wanted! THIS FRIENDSHIP IS OVER!!!"

All the girls gasped in shock, their jaws agape, tears in their eyes. They couldn't believe this was happening, but what's worse was that she was right. They had used her, they had treated her like dirt. They really hadn't been very friendly to Twilight in the time they've known her. And the fact that it took Discord to show them that really showed how horrible they were.

Celestia had heard enough, "Twilight enough! Please don't do this! Your rage. Your anger. It's blinding you, my faithful student." She tried to reason with her, but Twilight simply looked at her with disgust.

"What? Can't stand seeing your precious weapon finally standing up for herself?"

"W-What?"

"Don't play dumb! It's unbecoming! I warned you about Nightmare Moon," Luna winced at that, "But you dismissed me, telling me it was an 'Old Pony's Tale', but you knew! You planned for me to reawaken the Elements of Harmony, you manipulated me! And since then I haven't been your student, I've been your sword! Your defense! Meanwhile you just sit on your plot and twiddle your hooves while I risk my life cleaning up your messes! And I tried warning you at the wedding but once again, you dismissed me. Saying that Cadance couldn't be capable of doing that, she doesn't have a bad bone in her body. Luna didn't either yet look how that turned out."

Celestia shook her head, this wasn't how it was supposed to go.

Twilight swatted the Element of Magic out of the air, the crown clanging across the ground. "Well I'm done being your weapon. I'm done being your tool. As of now I hereby resign as your student." Celestia gasped and chocked back a sob. "Find a new Element of Magic, because I'm done with that. I'm done with them," she pointed at her friends with disdain before glaring up at Celestia, "And I'm definitely done with you!"

"TWILIGHT!"

She whipped her head around, only for her ears to fold back under Batman's stern gaze. He wasn't the only one as each of the other Guardians looked on at the scene before them. They all looked at the unicorn sadly and with sympathy.

"That is enough." Batman said sternly.

Twilight looked away from her friends reprimanding gaze before scoffing, "Whatever." She turned away from her former friends and mentor and began drudging away with her head held low.

"Twilight, please." Pinkie pleaded, causing the unicorn to turn around. "We're your friends..."

She simply looked away and muttered, "I wish I could believe that."

With that Twilight Sparkle walked out of the Gateway room, wanting to be alone with her thoughts.

Celestia could only quietly sob to herself, she let it happen again, she'd broken her bond with another pony she cared about because of her secrets, and her misguided way of molding ponies to be the best that they can be. "Why can't I ever learn from my mistakes?" She thought to herself, tears falling from her eyes before feeling a hoof rest on her shoulder. She looked to see Luna with a concerned look on her face. She also felt something wrap around her leg. It was Spike, who was sobbing into the mare's leg, trying to process everything that was going on, the poor thing. "I have to fix this." She said softly, beginning to move after her student. "I have to talk to her."

"No."

She stopped and turned to see that Batman was glaring at her.

"You're the last person she wants to see." He said in an unforgiving tone. "I'll talk to her."

"With all due respect--"

"I said I'll talk to her." He shut her down, leaving no room for debate. "You've done enough."

Rainbow Dash was having none of that as she flew right up to Batman's face. "Hey! Who're you to talk to the princess that way?!"

Her angered expression faltered underneath Batman's glare, "Who am I? I'm the one who didn't leave Twilight in her time of need." He was marching toward her, causing her to shrink back and slowly descend to the floor. "I'm the one who's been by her side unquestioningly and loyally. You want to know who I am? I am vengeance. I am the night! I am Batman!" At this point Rainbow was on the floor, shaking like a leaf, her eyes full of fear. "So sit down and shut up. And let me clean the mess that you created."

Twilight couldn't stop the tears from falling from her eyes, tried as she might she just couldn't stop them. She felt horrible about what just happened, all of that pent up rage just exploded from her, she couldn't contain it no matter how hard she tried.

She really laid into them.

She destroyed them.

Did they deserve it? Yes. Was now the right time? Buck no.

She really messed up, but they had hurt her deeply, breaking her heart into little pieces before stomping on it further. It was kind of messed up that the Guardians treated her better in the few days she's known them than in the two years she'd known her friends in Ponyville.

Kinda messed up.

She sniffled before noticing someone sitting next to her. Twilight looked over and saw Batman sitting there with his legs crossed, hands intertwined with one another. "How're you feeling?" He asked, already knowing the answer.

"Awful."

"You really laid into them back there."

"Are you defending them?"

"No."

She could almost smile, she knew he wouldn't. "I hate to admit it but Discord was right, I mess everything up. I make everything worse."

"What makes you think that?"

She looked at him questioningly, "Are you kidding? Look at how I blew up back there! We're in the middle of a catastrophic event and I go and make it all about me! Morale was down enough but I just made it worse! I make everything worse! Discord was right. I am a jinx."

"I don't think you are."

She continued to vent, "And worst of all he was right about my friends! They treat me like dirt and I let them! I always wanted to please Princess Celestia, make sure everything was perfect, only to make things worse for everyone and myself. No wonder nopony wanted to be my friend in Canterlot. No wonder I have no friends."

"You know that's not true."

Twilight scoffed, "How can we be friends when I don't know the first thing about you?"

She had a point. she didn't even know his name, what his favourite color was, what type of food he liked or disliked. He was an enigma to her and no matter how hard she tried to get to know him he just wouldn't let her. He didn't want to put her at risk, but maybe that was just his latent fear of letting anyone get close to him.

Maybe it was time to change that.

"You're right." She looked surprised when she looked at him. He was staring right at her as he said, "Maybe it's time we change that." He then reached up underneath his cowl and began pulling back, causing Twilight's eyes to grow wide. He was revealing his secret identity.

When the cowl came off, the man underneath was very handsome. He had black hair, a squared jawline, and beautiful blue eyes.

She couldn't believe it, what she was seeing, only those that Batman deeply trusted were worthy of knowing his name, his origin.

His darkness.

"My name is Bruce Wayne." He revealed, finally ready to tell Twilight the truth. "When I was ten my parents were murdered in front of my eyes. I've spent my life training to fight the same sort of criminals that took them from me. But this? This is different. This isn't about me. This is bigger than I am, and this is bigger than you are. Get out of your own way, focus on what's important here, on what's important to you. I'm not asking you to forgive them, that's up to you, but right now your greatest enemy isn't Exiled or Discord. It's you. The only way we're going to survive this is if we work together, if we believe in each other." He placed a hand on her shoulder. "And we believe in you, Twilight. I believe in you. Always have. Always will. You're not alone, and you never will be. Whether you forgive them that's for you to decide, but take it from me, it never hurts to have more people in your corner."

She stared at him with wide, sparkling eyes before lunging forward and tackling him in a hug, sobbing into his shoulder. All the Dark Knight could do was wrap his own arms around her and gently pat her back as she cried. He let a smile grace his face when he noticed a shimmer of magic on the edge of Twilight's tail. Then the shimmer expanded before engulfing her tail and soon, her entire body.

As her color returned she said, "T-Thank you..." She repeated over and over until the color grey no longer graced her form. She pulled back and gave her friend a teary smile.

"Feeling better?" Bruce asked, wiping her eyes with his thumb.

The mare nodded, "T-Thank you, Bruce." She placed a hoof over her heart, "For trusting me with this." Twilight wiped her eyes as she sniffled, "I won't make you regret this. I Pinkie Promise." She then went through the motions, which confused Bruce but he didn't interrupt her.

He smiled before setting her down gently and pulling his cowl back over his face. The man gone, the Bat returned. "What do you want to do now?"

Twilight looked away, her eyes uncertain, before looking back up at her best friend. "I think..... I'm ready to talk to the girls again."

Author's Note

Godzilla - Lincolnlover1865

Invincible - EthanMejia2ndChannel

Darth Vader - DarthSpiderMaul

Kratos - uwiwiwiwlqlql

Jason - MyLittlePonyMix13

Holy hell that was a huuuuuuge chapter! Jeeeeeeeze! The cameo's were fun to do. And I was surprisingly satisfied with how I handled the Twilight stuff. And if any of you say she was OOC, keep in mind that A) She had been bottling this up for months. And B) She was also under Discord's influence so :rainbowwild:

Get ready for a rollercoaster folks! Cause it's gonna be a hell of a ride!

Btw let me know which cameo was your favorite. I'm curious to know, that's just how I'm wired.

Anyways, see you guys next chapter!

42. Fight for the Future (Part 1)

Foundation Prime

Exiled's Fortress

"They're here." Upon hearing the observation all of the villains in the Throne Room turned to The Exiled, confused as to what he meant. Everyone was there except for Dr. Eggman, who was making some final adjustments to the Gateway in the Catacombs. Exiled was currently hovering around the Foundation of all Dimensions, managing to place the orb under his control after its act of defiance earlier.

Ultron looked at Exiled with a tilt of his head, "Who?" He asked before adding, "The Guardians?"

"No. My brothers." Was all Exiled said before peering into the orb, a faint image could be seen within the Foundation. The image showed four massive figures marching toward the fortress.

His deformed brothers.

The Titans.

Wyvern hovered alongside Giganto, who was walking to the left of Supreme. And to the leader's right was Knight, who had already drawn his blade.

Talos chuckled humorlessly, glad and yet saddened to see his brothers in such a state. But in his eyes they were in the wrong, not him. "My brothers, you've aged terribly." He taunted as he added some more electricity to the Foundation, further cementing his control over the orb. "Despite our stances it pains me to see you all this way, so I'll be the bigger man and put you out of your misery." He empowered himself with a grunt, adding more electricity which consumed the orb before it released a pulse of power.

The pulse moved from the fortress and spread out towards the Titans.

Wyvern flew forward with a screech before being covered by the pulse. It let out a final screech before turning to stone, its red highlights going dark. And he wasn't alone as once the pulse reached the other Titans they too turned to stone. Giganto ceased moving, Knight dropped his blade, with it smashing into pieces upon impact, and Supreme simply lowered his head before succumbing to the power of the Foundation of all Dimensions.

Exiled's laughter could be heard as the Titans crumbled to dust.

Unknown Earth

Vorton

Celestia felt horrible, she felt like throwing up and curling into a ball and crying herself to sleep. She had failed. Again. She hadn't felt this bad since Luna had declared vengeance and became Nightmare Moon. Her stomach kept churning and turning as her mind raced back to what Twilight had said.

She had resigned as her student and had thrown the Element of Magic in her face.

How did it come to this?

Rainbow Dash was angry, not at Twilight, but at herself. She was angry at how disloyal she was to her friend, how uncool she had been. The bullies from Flight School came to mind, Rainbow swore that she would never make anypony feel the way those bullies made her feel like.

Only to make one of her best friends feel exactly like that.

So much for the Element of Loyalty.

Her parents would be so disappointed with her, and Applejack wouldn't blame them. She had been outright awful to Twilight, a mare she considered family. Applejack was the one who suggested checking on the princess, not giving her friend a second thought. She had led the group out of the hall.

She had led the others to leave Twilight alone, silently crying to herself.

What kind of Apple does that?

Fluttershy couldn't help but cry at her actions towards Twilight, she hadn't meant to make Twilight feel like that, she truly didn't. It still didn't change the fact that she did. God she wished that she could've done things differently, she wished that she could've given Twilight the time of day.

She wished she could've shown her the kindness she needed at the time.

She wasn't very kind to Twilight was she?

Rarity's makeup was stained by her tears but she didn't care, she felt dreadful for how she treated her dear, dear friend. She had misled her on her birthday, something that she never truly forgave herself for. She had just left the poor mare crying after her brother had disowned her.

She should've stayed and given her a generous shoulder to cry on.

She should've done a lot of things that day.

Pinkie had never made anypony sad before, it wasn't a very nice feeling. But she would bet her entire stash of party supplies that Twilight was feeling a lot worse. A part of her wasn't surprised though, she had suspected something was wrong with Twilight at not only the wedding reception, but all of the other parties they had had after that day. Her smile was strained, fake, not genuine.

Pinkie wanted to give Twilight her smile.

Not being the one to take it away.

The sound of hooves clopping against the stone floor caught their ears, causing them to lift their heads and watch as both Twilight and Batman re-entered the Gateway room with the former's coat no longer a depressing grey, but a vibrant lavender.

She looked a lot more cheerful than she was when she left the room.

Spike wasted no time in darting over and jumping into Twilight's waiting legs, crying into her chest and stuttering apologies over and over again. Twilight whispered into his ear and held him close, gently rubbing the back of his head comfortingly. "Oh, my baby dragon, you didn't do anything wrong." She reassured him with a soothing voice. "I am so proud of you, my darling boy, you could never make me hate you."

After softly kissing his forehead she set the dragon down and began slowly approaching Celestia and the other. Twilight stopped and turned to Batman for a second. When he gave her a nod of reassurance she took a deep breath and continued her pace to the others.

"Girls," Twilight began before being cut off by Applejack.

"Hold on, Sugarcube." She looked nervous, it was weird seeing the normally easy going mare look so unsure about herself. She looked to the others for a moment before looking Twilight in the eyes. "We have to apologize."

"Properly this time." Rarity added helpfully.

"We haven't been the nicest of friends to you, Twi." Rainbow's voice cracked, ignoring the wetness in her eyes. She quickly wiped them away before continuing, "We were pretty crummy to you, and you didn't deserve it."

"We thought about what you said and you were right." Pinkie said in an uncharacteristically serious tone. "I am so, so, sorry I took your smile away, Twilight. Not even a hundred parties could make up for how I treated you."

"I'm sorry for not being generous enough to lend you my time." Rarity.

"I'm sorry I didn't give you the kindness you needed." Fluttershy.

"Ah'm whole heartedly, and honestly, sorry for makin' ya feel the way ya did." Applejack.

"I'm super duper sorry for taking away your reason to laugh." Pinkie Pie.

"I'm sorry for not giving you the loyalty you deserve." Rainbow Dash.

"We don't expect you to forgive us, nor should you, after the way we treated you." Rarity said as she took a step forward, tears falling down her face as the others moved to join her. "We only hope that you know that we're well and truly sorry. The truth is, darling..."

"We love you, Twilight." They said collectively

They waited for Twilight to say something, anything. The silence was killing them if they were being honest, it was practically deafening as they all waited anxiously for the lavender mare to respond to their apologetic pleas.

"You girls hurt me." Twilight started, catching their attention. "When you left me in that rehearsal hall I wanted to disappear. To turn my back on friendship and never look back, to become the same recluse I was before I came to Ponyville. That's how much you hurt me." They all looked away shamefully, unable to look her in the eyes. "But do you want to know the worst part? You didn't even say you were sorry."

They couldn't bare to look at her, they weren't worthy enough for a second chance.

"But now you have."

Or were they?

The Mane 5 looked at Twilight as a hopeful smile etched itself upon her face, tears glistening in her eyes as she continued. "You actually apologized, you're making the first step to mending the broken bond between us." She took a hesitant step forward, "Now it's time I do the same."

"D-Does that mean...?" Pinkie asked hesitantly.

"I've been carrying this anger and resentment towards you girls for months." She wiped her eyes and shook her head, "And I don't want to hold onto that anymore. I don't want to feel that way about you girls anymore." Off to the left, no-one noticed that the Element of Magic began to glisten, a faint sparkle appearing inside of the jewel. Well nobody except Princess Luna, who looked at the crown with a hopeful smile, as did Celestia. "'Friendship isn't easy, but there's no doubt that it's worth fighting for.'" Twilight recited the lesson she learned when they faced Discord the first time, which brought hopeful smiles and tears to the eyes of the Mane 5. She sniffled as she said the three words they were wanting to hear.

"I forgive you."

Twilight galloped to the girls.

The girls galloped to Twilight.

The Element of Magic ascended off of the ground as its color began to return to it with a flash of magic.

The Mane 6 collided with one another in a massive group hug, tears and vows of never abandoning one of their own ever again having been exchanged as they melded together in the bonds of friendship and a bond so strong that nothing could break it ever again.

The bond of family.

Twilight felt as if a massive weight had been lifted off of her shoulders as she nuzzled Pinkie Pie, who's mane had re-inflated like a balloon. For the first time in months she felt comfortable and happy to be around the girls again, she could actually feel how much they loved her.

She begrudgingly broke up the hug, tears still fresh in her eyes, before turning to face the approaching Princess Celestia, who had a look of shame all over her face.

"Princess..." Twilight started but was stopped when Celestia raised her hoof to silence her.

"Twilight, I am sorry." Celestia apologized softly. "I am so sorry for making you feel as if I didn't care for your opinion, for making you feel like I was using you to fight my battles. I am so sorry for making you feel less of yourself, for making you feel like you weren't worth my time. Twilight you are the only pony in all of Equestria I would drop anything for to help you when I could. And I'm sorry I made you feel like I didn't, and I will be forever grateful if you could find it in your heart to forgive me."

She got her answer when the little unicorn collided with her chest, wrapping her legs around her neck as she nuzzled it softly. Celestia broke out of her stupor and wrapped her wings around her student, not wanting to let go, for fear that this was all a dream and that she would awaken.

Twilight pulled away and looked up at her mentor, "I hope it's not too late to reinstate myself as your student?"

"You don't even need to ask." Celestia said with a smile.

They both looked back to see everyone staring at them with smiles on their faces, looking at them as if everything was going to be alright. Heck even Batman had a smile on his face, but that was probably because he was so proud of Twilight, he couldn't be prouder.

The unicorn smiled gratefully at her best friend before lighting up her horn and levitating the Element of Magic over and placing it on top of her head. "Alright, what's our next move?" She asked the obvious question, ready to focus on stopping Exiled before everything ends.

Captain America cleared his throat and said, "We've had time to regroup and gather our bearings. Now we should focus on getting back and stopping that maniac before he dooms us all."

"But how?" Amy asked. "He's got an army full of super villains at his beck and call."

"We'd never make it past them in time." Luna said solemnly.

"We can just punch our way through them!" Knuckles announced confidently.

DK agreed, "Yeah! We've beaten those freaks before! We can do it again!"

"Something tells me it's not gonna be that easy." Spider-Man informed the pair, looking down in thought. "I don't need Spider-Sense to know that we are way outnumbered here."

"What if we weren't?"

They all turned to Batman, him having been the one who said that.

"Father?" Damian asked, wondering what he meant.

Batman simply looked to his fellow Guardians, a knowing look on his face. "I think it's time we cash in a few favors from a few of our friends. Both old and new."

"Do you think that they would help?" Mario asked.

Batman simply looked to Twilight, the pair simply sharing a knowing smile with one another before turning to face everyone.

"Definitely." They both said confidently, having full faith in their plan.

Tony clapped his hands together, "Alright while we focus on that, someone has to work on getting X-PO fully operational again."

Sonic chuckled before zooming over and wrapping his arm around Tails' shoulder, "Heh! Shouldn't be a problem for the 'boy genius' over here!"

"Hey! Cut it out, Sonic!" Tails laughed as he tried to get out of the noogie he had been ensnared in. Once Sonic released him he said, "I'll see what I can do, this is really advanced tech after all."

"Want some help?" Spidey offered. "Y'know I'm something of a scientist myself."

"Sure!" Tails beamed, his tails wagging happily at the thought of making a new friend, and a smart one at that.

Cap nodded before looking around at everyone, his shield in hand, a sign of leadership. "Alright, we have a plan. Let's put it to action people!"

Earth 1995

Andy's Room

It had been a few days since Twilight and the other had left to continue their mission, having said their goodbyes to Woody and the gang, going on their merry way. Since that time they had made their way back to Andy's room, already having noticed that since the Creation Keystone was no longer in their reality, the world, as well as Galaxy Toys had began to fade away, just as Twilight had said it would.

They'd been waiting for a few days, they expected the process to be slow, but not this slow.

At this moment Buzz was currently talking with Woody, discussing how they were gonna explain their absence to the others once they got back. That was going to be a fun story to tell, the others would probably think that they were crazy. Rex and Hamm were playing a video game, trying to take their minds off of the boredom. The Sarge and his soldiers were currently monitoring the Three Little Green Men, making sure that they were staying out of trouble.

But they were all startled out of their activities by the appearance of a portal opening up underneath the desk in Andy's Room. The toys rushed over and readied themselves for whoever it was that was paying them a visit, anticipating the arrival of more Soulless Ones.

But their guard was not needed as Twilight stepped out of the portal with a smile on her face.

Earth 2145

The Kingdom of Corona

Flynn and Rapunzel were currently sitting on a grassy hill in front of Rapunzel's tower, admiring the nature and the sunlight while Maximus trotted up towards them with a smug smile on his face and a bouquet of flowers in his mouth. Rapunzel accepted them with a smile as Flynn gave the horse a flat look.

The horse simply neighed in his face, arching an eyebrow, daring him to do better than that.

Maximus grew confused when Flynn smirked back, but that confusion turned to shock as Rider spun The Lost Princess around and planted his lips against hers, cementing the kiss. Rapunzel was shocked at first but eventually leaned into it, her eyes closing as she cupped Flynn's face with her hands.

Maximus looked away with a huff, he knew when he was beat.

But the sudden appearance of a portal caught their attention, causing Rapunzel to break the kiss and dart over, with a grumbling Flynn Rider following close behind. Once all three of them approached the portal, a familiar looking plumber leapt out of it and landed on the soft, green grass.

Mario tipped his cap to the trio while Rapunzel let out a child like squeal.

Earth 1

Metropolis

Clean up had been progressing slowly since the Changeling Invasion of Metropolis.

Each member of the Justice League had been doing their part to help. Cyborg got the power back on and public transport up and running again. Green Lantern and Wonder Woman were directing the Police and the military operations in rescuing survivors. Flash had been zooming around the city for any stray Soulless Ones that could still be in the area, as was Martian Manhunter, who took to the skies to deal with any strays that he might have found.

And Superman was clearing out any form of debris, saving innocent people from being trapped in destroyed buildings, helping people get back on their feet, doing whatever he could to help.

The Justice League were currently standing in front of the Daily Planet, where a portal had suddenly appeared. Their moods shifted from weariness to happiness when Batman stepped through.

Something told them that this wasn't over quite yet.

Earth 2001

Monsters Incorporated

Sully and Mike were currently closing the doors to the factory, locking up for the night, ready to retire for the night and get a good nights sleep. They had had a chaotic few days since Boo's visit, what with the factory being attacked, to meeting the Guardians, to battling Randall and that Deathstroke guy.

After signing a few signatures and closing a few deals to get better security for the factory the two monsters were ready to call it a night.

But those plans were ruined by a portal emerging out of nowhere, causing Mike to yelp like a little girl.

Their worries were gone when Iron Man walked out of the portal, chuckling at Mike as he looked at him dumbly while resting in Sulley's arms.

The one eyed monster grunted when Sulley dropped him to the floor.

Earth 2014

San Fransokyo

Hiro had gotten a report of the appearance of another portal in the heart of the city, the news having warned citizens to stay away as they were unsure of its origins. But Hiro and Big Hero 6 knew, and they couldn't wait to see their friends again. After Ultron and Eggman's attack on the city things had calmed down in San Fransokyo, no villain or monster attacks of the sort, so Big Hero 6 could just lay back and chill.

But when they got word of the emergence of a portal they rushed into action so that they could greet their friends.

The team arrived in the heart of the city, with Hiro jumping off of Baymax's back and darting for the portal, standing in front of it as a blue hedgehog zipped out of the portal and moved past Hiro. They all turned around to see Sonic resting on a park bench, holding his head up with his hand as he gave them all a confident smirk.

Earth 1984

Jasper, Nevada

The Autobots were armed and ready when a portal had appeared in the middle of their secret base, their blasters trained on the tear in reality as they awaited for whomever was foolish enough to enter their base. But once Optimus saw the silhouette of a little unicorn he ordered his comrades to stand down.

His face mask split apart as he knelt down in front of the portal, a small smile on his face as his friend entered their base.

Twilight shook her head and looked up at Optimus Prime with a smile.

The two friends smiled at one another before turning to the other Autobots. For they knew that their mission with the Guardians of the Multiverse was far from over.

Unknown Earth

Vorton

The Gateway closed as Twilight led the Autobots into the room where all of the other heroes were mingling with one another, getting to know the ones that they were fighting along side with in the upcoming battle. Twilight looked over to see Tails, Hiro, Iron Man, and Spider-Man adding the finishing touches to X-PO.

"This technology is very advanced, even by my standards." Hiro commented, screwing on the glass protecting X-PO's eye.

"Took me by surprise too, kid." Iron Man closed the panel on X-PO's back before standing upright, folding his arms over his chest as he waited for the A.I. to come back online.

"It's amazing what the Ancients were able to create." Tails said in awe, wiping sweat from his brow. "Given the circumstances."

Spider-Man petted the top of X-PO's head, remaining crouched in front of the offline robot. "Well hopefully when this is all over we can ask him to show us some of his trade secrets."

The four geniuses backed away as X-PO's eye suddenly lit up, his entire form twitching before he suddenly levitated into the air and let out a happy cheer. "Thank all that is holy! You have no idea how utterly terrifying being offline is, it's just you and your thoughts, and since I speak my thoughts aloud it's just me talking to myself. Never thought I'd get tired of hearing the sound of my own voice."

"It's good to have you back, buddy."

"It's great to be back!" The robot looked around and saw the various heroes standing in the portal room. "And I see you've all been busy. That's great cause we're gonna need all the help we can get!"

A clearing of someone's throat caught everyone's attention, breaking them all out of their individual conversations as they turned to Batman and Twilight Sparkle, who were both standing in front of the Gateway. They silenced themselves and waited for the Element of Magic bearer and the Dark Knight to begin.

"Thank you all for coming on such short notice." Batman began, getting straight to the point. "As you may be aware we don't have much time, so we'll make this quick." He looked around to everyone as he addressed them. "We're about to storm Foundation Prime and try to seize the Foundation of all Dimensions back from Exiled's control."

"The Foundation of all Dimensions is the heart of everything that exists." Twilight continued, explaining what it was for those who were unaware. "It's what breathes life into the Multiverse, what keeps our worlds alive. Without it we'd all cease to exist. Talos plans to use it to return to the realm beyond; Elysium, where the Ancients originally came from before creating the Multiverse."

Batman then took over, "He plans to drain all of the energy from the Foundation to power his way back to Elysium, if he succeeds the Multiverse will die. Everything will die, your loved ones, your worlds, everything we know is at stake."

"We'll be facing an army of supervillains that Talos has somehow convinced to help him." Twilight informed them, taking over for Batman. "They won't let us past them without a fight, which is why we've called upon you. To ask for your help in not just saving your worlds, but all worlds. In our travels we've made many friends," She looked to the Mane 5 and smiled, "both old and new." She then redirected her attention to the heroes before her. "I know we're asking a lot of you, but we need you."

"The Multiverse needs you." Batman reiterated before asking, "So, are you with us?"

The response was almost instantaneous, they didn't even need to ask.

Optimus Prime stepped forward, "As leader of the Autobots, it is my duty to protect our new home. We would be honored to join you in this coming conflict."

"As would we." Superman volunteered, speaking on behalf of the Justice League.

"Big Hero 6 has got your backs!" Hiro said enthusiastically, his team posing behind him.

Woody, who was standing on Donkey Kong's shoulder, placed his hand over his chest and said, "Our size might be small, but our hearts are bigger than the average toy. We'll do what we can to save our home and Andy."

Celestia trotted over to the toys with a smile on her face, "I might be able to help with that." She said before lighting up her horn, a golden aura covering both her horn and the toys. They then suddenly grew to human size thanks to Celestia's magic. "Now you'll be able to help in the war effort."

Buzz looked at his hands before touching his laser, "My laser still works, must be a side effect of us being stuck in that fake world."

"That'll probably wear off when you return home." X-PO informed the toy, to which he got a nod in affirmation.

Twilight, looking at the scene, smiled before turning to Rapunzel, Flynn, and Maximus. "What about you guys?"

The trio looked at one another before turning and nodding to the mare, showing that they were sticking around until the end.

The same could be said for Mike and Sulley.

"You helped us get Boo home safely." Sulley said to Twilight, reminding her of their efforts back in Monsters Inc.

"We're with ya until the end!" Mike agreed.

"You don't even have to ask us!" Rainbow said confidently, gesturing behind her with her legs towards the rest of the Mane 6, Celestia and Luna, Spike, The Avengers, Team Sonic, Princess Peach and the other residents of the Mushroom Kingdom, and of course, Robin.

"We're with you." Luna said with a smile.

"Until the very end." Captain America finished for her, standing beside her with his shield in hand.

Twilight and Batman looked around at their friends, who were ready to go to the ends of the earth for them, to save every world that ever existed. The two friends then looked to one another before turning around to face the Gateway, which had swirled to life thanks to X-PO.

"Alright then." Batman said.

"Let's finish this!" Twilight declared before leading the team of united heroes into the fight of their lives.

Foundation Prime

The Wastes

Twilight was the first to step hoof on Foundation Prime, with Batman walking alongside her before the other heroes arrived in the Wastes of Foundation Prime. Once the remaining heroes stepped out of the portal it closed, leaving no room to turn back.

Iron Man, Sonic, and Mario walked past their fellow comrades and stood beside their fellow Guardians, staring at the ominous pyramid in the distance.

This was it.

Now or never.

Applejack felt Spike brush past her before asking, "You think they know we're here?"

He got his answer when a multitude of portals appeared in the distance, hundreds and hundreds of Rifts serving as entry points for the army of Soulless Ones that entered the scene. And not only that the army of villains also walked out of their own separate portal, ready to fight for their own selfish reasons.

"Ah'd say they have an idea." Applejack said to Spike before focusing on the upcoming battle.

Infinite launched himself into the air and activated the Phantom Ruby, causing reality to distort before flying forward, leading the villainous army forward.

Twilight bared her teeth as she declared, "For our friends! For our homes! FOR THE MULTIVERSE!!!" She then led the charge after declaring her battle cry, rushing forward with her fellow Guardians of the Multiverse. Once the tow armies met all hell broke loose.

Sonic immediately Spin Dashed Infinite out of the air before destroying a few Soulless Ones with multiple Homing Attacks while Iron Man and Baymax flew side by side and took both Deathstroke and Chrysalis head on, allowing Optimus Prime to transform and bulldoze multiple Soulless Ones.

As the Autobots drove past, Batman and Robin were fending off multiple Soulless Ones, throwing Batarangs and slicing drones with a katana, while Knuckles gilded above them and sent Mr. Freeze crashing down onto the ground, where he was then grabbed by Donkey Kong and tossed away. The two smirked at one another before joining Wasabi and Rapunzel in fending off multiple Soulless Commanders.

As Wasabi slashed through multiple androids, Princess Celestia and Luna were flying around King Sombra, dodging multiple blasts of Dark Magic, and repelling his evil spells with their own magic.

"Oh, Celestia and Luna." Sombra sneered as his eyes glowed green. "Why do we always find ourselves in these situations?"

"Because you always find yourself on the wrong side of Harmony!" Celestia shouted before firing a magic laser at the Dark King.

As the two beams connected, The Flash, Sonic, Rainbow Dash, and Go Go were blitzing through multiple Soulless Ones, all the while being chased by Mecha Sonic and Metal Sonic respectively. The latter darted forward to try and slash his organic counterpart, only to be sent flying back by Captain America's shield.

His shield bounced off of the robot and returned to him in time to block and incoming swipe from a Soulless Lieutenant. He shoved the android back as Rapunzel grabbed hold of a rope of webbing spun by Spider-Man, causing it to trip right into Green Lantern's baseball bat construct, sending it flying through the air.

As the lieutenant turned to mist, M.O.D.O.K. was busy cackling madly as he fired multiple missiles at Wonder Woman, who used her bracelets to block the projectiles. "Foolish attractive woman! You cannot defeat the power of science!" He declared as he fired a laser from his head, sending her flying back. The Mental Organism Designed Only for Killing cackled before being blasted away by Fred, who then froze multiple Soulless Ones, allowing Martian Manhunter to smash them with his fists.

The Martian took to the air as Tails and Luigi stood back to back, the former using his Mega Buster to fend off Soulless Ones while the latter simply used his strength to repel them. As they continued to fight, Black Widow flipped over them and used her Widow's Bite to zap Zavok, who was currently fighting Arcee. Once the Zeti was stunned, the Autobot punted him across the battlefield.

The Zeti rolled to a stop beside Deathstroke, who was currently dueling both Spider-Man and Amy. The assassin brought his sword down on Amy's hammer, which was used to block the attack, while also firing multiple shots at the Web Head. Spider-Man flipped over most of the bullets and went to land. But he was suddenly blindsided by Venom, who swung down and grabbed him by the throat.

"H-Hey Eddie." Peter strained before kneeing the Symbiote in the ribs, freeing himself.

"Get back here, Parker!" Venom snarled as he gave chase.

As the two swung across the battle field, Honey Lemon was busy fighting against Scarecrow, who tried to inject the heroine with his Fear Toxin. "What's the matter? It's okay to be afraid."

"I agree."

Crane turned around and was met with a mighty roar from Sulley, stunning him as Honey Lemon threw a Chem-Ball at the villain, trapping him in pink foam. Sulley smirked before bonking him on the head. He turned around and went to help Mike, who was busy fending off Soulless Ones with Woody, Buzz, and the other toys.

"To infinity and beyond!" Buzz shouted as he destroyed multiple androids with his laser.

"There is only one that has achieved infinity." A certain jackal announced as he threw multiple Phantom Orbs down at the toys. "And that would be me!" He released a burst of Phantom energy before being struck in the back by Cyborg, who had blasted him with his arm cannon.

Cyborg then turned around and blasted Chrysalis in the chest, who had been looming over Toad menacingly. He then took to the air and assisted Iron Man in the sky, taking out the many Changelings that were acting as ariel support. Just beneath them Flynn Rider was running away from multiple Soulless Commanders and Lieutenants with a smirk on his face. He then slid as Bumblebee launched over him, still in vehicle mode, and transformed before blasting them all to kingdom come.

A few ways away Superman was busy fighting Lex Luthor, who was firing Kryptonite blasts at the Kryptonian hero, ready to end his life once and for all. "I should have known you'd show up sooner or later, Superman." Lex said with a smirk before releasing a burst of power, sending Superman flying back.

"End this madness, Luthor!" Superman demanded.

"Why would I do that?" Lex asked, aiming his hand at his arch enemy. "I am on the cusp of victory! There is nothing you can do to stop us!"

"Don't be so sure!"

The declaration caused Lex to turn around to see who had dared defy him. He saw Captain America riding atop of Maximus with Applejack, Pinkie Pie, Fluttershy, and Rarity running alongside him. AJ threw her lasso around Lex and tugged on it, causing him to stagger as Pinkie Pie fired her Party Cannon, disorienting him, which allowed Cap to hurl his shield at the villain. Once the shield bounced off of Lex's chest, Superman darted over and punched Luthor to the floor.

"Nicely done, darlings!" Rarity commended them for their job well done.

"It's not over yet." Cap reminded her before getting back into the fight.

They all charged forward as Celestia and Luna stood before a weakened King Sombra, who was panting heavily due to exhaustion. "You can't beat me! I am the king of the Crystal Empire!"

"Guess you haven't heard the news." Celestia retorted with a smirk before both she and her sister lit up their horn and fired a combined blast at the Dark King. Sombra let out one final scream before he was banished back to the Ether. The two sisters looked at one another before looking around at their surroundings. "They keep coming!"

"This is getting us nowhere!" Luna agreed before spreading her wings. "Come sister, we must come up with a different plan!"

The Solar Monarch nodded before taking flight alongside her sister. The two Alicorns flew over the battlefield, looking for any sign of Twilight and the other Guardians. Just their luck as they found that both the Guardians of the Multiverse and the Elements of Harmony were fighting alongside one another.

Perfect!

They dove down and landed before the two teams. "This is getting us nowhere, we need to get you all to the pyramid. If you keep fighting you'll never make it in time to stop Exiled from destroying the Foundation of all Dimensions!"

"You must take the Elements of Harmony with you! It is the only way to stop Discord!" Luna informed the two teams. "No doubt he and his other cohorts are the last line of Exiled's defense."

Tony looked at the others and nodded, "They're right. We're wasting time out here! We need to get inside now!"

"But how?! There's a bunch of meany-bo-beanys blocking our way in!" Pinkie screeched as she ducked under a stray laser blast.

"Where there's a will, there's a way." Batman said before activating his Comms. "We need a path to the pyramid!"

"We need you all to hold the line out here while we finish this in the pyramid!" Twilight added, hoping that her voice got through Batman's communications.

"Understood!" Optimus' voice sounded off in the earpiece. "We shall clear you a path forward!"

"You heard the Autobot!" Batman shouted, flipping a Soulless One over his shoulder before stomping on its head, destroying it. "Get moving! Go!"

"Aw yeah! Let's do this thing!" RD shouted excitedly as she landed beside her friends, with Twilight standing in between both the Guardians and the Mane 6.

"We finish this together!" Twilight declared before galloping forward, leading both teams through the battlefield. She fired off multiple blasts from her horn, taking out any Soulless Ones that were in their path. From her peripheral vision she could see Rainbow zipping in a zig zag movement, tearing through multiple androids while Sonic turned multiple into scrap with his Homing Attacks.

Batman hurled multiple Batarangs forward while Iron Man flew beside him, launching every missile in his suit to dispel of the enemy forces, leaving room for Mario to leap forward and stomp on a Soulless Lieutenant, crushing it under his boots. He wiped his brow as Applejack jumped over his head and tackled a Soulless One to the ground, stomping on its head with her hooves.

The apple farmer grabbed her rope with her mouth and spun it around for a few seconds before throwing it over another android, pulling it to the ground to allow both Fluttershy and Rarity to get past it. As the two mares galloped, Pinkie Pie suddenly appeared behind a Soulless Commander and slammed a pie into its face, blinding it so Rainbow could tear right through its chest, destroying it.

The Mane 6 looked up to see Celestia and Luna shooting down beams of magical light, turning a whole squadron of Soulless Ones to ash. The Solar Monarch turned down and shouted, "Get to the pyramid! We'll cover you!" Celestia then nose dived down and landed in the middle of another squadron, the impact releasing a burst of solar energy that disintegrated the entire squadron.

They took that as their time to move.

As the Guardians and the Mane 6 rushed to the pyramid, they failed to notice that a few ways away, running alongside them, Optimus Prime was fighting his own battle. He transformed his hands into blades and cut through multiple androids, spinning around and transforming his right hand into a blaster and firing upon any Soulless One in sight, yelling out a battle cry as he did so.

As this was happening Bulkhead jumped through the air and smashed a Soulless Commander while Baymax flew ahead and fired his Rocket Fist, taking out M.O.D.O.K., before darting downward and kicking Zavok down to the ground. As the two teams kept running, they failed to notice Mr. Freeze preparing to fire his gun. Luckily he was stopped by Ratchet, who ran him over while in vehicle mode.

As they moved closer to the pyramid, Twilight's eyes widened as Queen Chrysalis flew forward, hissing as she lunged straight for Twilight. But before she could get any closer she was kicked in the face by Princess Peach, who gave Mario a flirtatious smile before resuming the fight.

The sky was raining fire, at least that's what it felt like as the ramp leading up into the pyramid came into view. Any resistance was quickly stomped out by their teammates. Venom, who lunged for the group was kicked aside by Spider-Man. Lex Luthor was punched out of the air by Superman. Infinite was grabbed by Bumblebee and hurled across the battlefield, where he was then slammed into the ground by Martian Manhunter.

The Guardians of the Multiverse and the Mane 6 rushed up the ramp, taking out any Soulless Ones that stood in their way, before running inside the pyramid.

Celestia landed on the ground and saw their silhouettes fade into the darkness as the doors closed, sealing them within the pyramid. She turned her head to see Captain America and Superman approach her. "They're in." She informed the two of them.

Cap nodded, "Good." He looked to the pyramid, holding his shield tightly. "It's all on them now."

"They'll win." Superman said with a smile. "They have to."

Inside Exiled's Fortress

As Twilight led the group through the empty halls of Exiled's Fortress, she couldn't help the pit that formed in her stomach. It was quiet. Too quiet. Wow, Batman was really rubbing off on her. She looked around, her Element of Harmony glowing in the dark, just as the others were.

The sound of Sonic's voice broke her thoughts, "So? Any idea where the welcoming committee could be?" He asked, referring to Eggman, Bowser, Joker, Ultron, and Discord. They had been absent from the battle outside, which meant that they had to be waiting for them in here.

The last line of defense before facing The Exiled.

"No clue, Sugarhog." Applejack replied, shivering slightly at the cold. "But it's cold enough to freeze the teats off a frog, Ah'll tell ya that."

Pinkie put a hoof to her chin, "Maybe they're planning a surprise party?" She thought excitedly before humming, "But maybe it's a super evil party where instead of hitting piñata's, they instead hit you with a baseball bat. But that's just a working theory."

"I don't think so." Mario shot down with a chuckle and a shake of his head, causing Pinkie to pout before bursting into a fit of giggles.

Rarity made a noise of disgust, "Well, whenever we find them I'll be sure to give them a piece of my mind!" She pointed to the walls and the banners hanging off of them. "This décor is so garish you would think it's Nightmare Night!"

"Nightmare Night?" Batman asked Twilight, unsure of what that was.

"It's pretty much that human holiday you told me about." Twilight answered. "I think it was called Halloween?"

"You got that right." Tony assured her, the lights on his suit lighting up the hallway.

Fluttershy walked beside Rainbow Dash, shaking like a leaf due to the eeriness of the halls inside the fortress. "This place is really scary." She whispered, hiding behind her mane to protect herself. She felt a sense of comfort when Rainbow Dash wrapped her leg around her neck.

"Don't worry, Fluttershy! We've got your back!" Rainbow reassured her childhood friend, to which she got a grateful smile in return.

During their conversation, Sonic began to notice something. They had been walking for quite a while, surely they would've reached the throne room by now? This was suspicious. He had a bad feeling. "Great, now I sound like Bats." He thought before voicing aloud, "Is it just me? Or is this hallway getting longer and longer?"

Upon hearing this, Iron Man stroked his chin in thought. "Hey, you're right."

They all looked around for a moment before the entire hallway began to glitch and morph, causing most of the Mane 6 to yelp in shock. What was going on here? Everyone huddled up back to back as the floor began to fade away, leaving them on a metal bridge over bubbling lava. And at the end of the bridge was the door to the next room, with an axe standing upright at just at the front of it.

Mario frowned, he knew what this was. He'd been in enough of Bowser's castles to know what was going on.

His suspicions were confirmed when the sound of the Koopa King's laughter echoed through the room, causing the Mane 6 to look around all tensed up while the Guardians looked around, ready to fight.

"You guys just don't know when to quit, do you?!" Bowser asked before dropping from the ceiling and landing in front of the axe, blocking their way forward. "If you wanna get to Exiled, you're gonna have to get through me!" He pounded his fists together, grinning madly. "And trust me when I say that none of you are leaving here alive."

Mario groaned in annoyance, taking a step forward to his arch enemy. "Oh, give it a rest, Bowser! We both know how this ends!" He pointed to the axe behind Bowser, "I'm gonna get to that axe and dunk ya into that lava, you'll declare revenge, then we'll do this whole thing over again. It's kinda formulaic at this point."

Bowser growled as he bared his teeth, "I'll show you formulaic! Once I kill them, I'm gonna kill you, and then I'm gonna kill all your friends! And then nothing will stop Peach from being my bride!"

"We'll see about that."

Bowser let out a roar before launching a fireball forward from his maw, causing the group of heroes to spread out so he'd have more targets to fire at, leaving him vulnerable to attack. Rainbow Dash and Iron Man flew around the Koopa King, with the latter firing Repulsor Blasts at the villain while the former simply taunted him, making him angrier.

He fired another fireball at the rainbow maned pegasus, but was halted from firing another one when he was suddenly kicked in the face by Batman, sending him falling to one knee. This gave Twilight and Rarity the chance to fire two beams of magic at his chest, sending him falling on his back.

The Koopa groaned as he opened his eyes, glaring as Mario went to stomp on his chest. But he quickly grabbed the plumber's leg and swung him around, smashing him directly into Sonic and Applejack, before tossing him over the bridge. He would have been toast had it not Rainbow Dash, who caught him by catching him under his arms.

As the two flew back onto the bridge Bowser was busy dealing with Pinkie Pie, who kept popping in and out of nowhere. She appeared on his shoulder, but disappeared when he tried to grab her. She then appeared on top of his head before zipping off. She popped out underneath is legs, narrowly avoiding being crushed by Bowser's foot. She then got in his face and asked, "Hey! Do you wanna see something cool?" Pinkie then zipped upwards as Sonic, who was curled into a ball, came darting toward him.

Sonic slammed into Bowser's face, causing the Koopa to stumble backwards as Fluttershy flew up and got in his face. Bowser was about to bite her head when he found that he couldn't move, he couldn't even stop staring into her eyes, those big, enormous, judgmental eyes. He felt the weight of every sin he'd committed hit him like a freight train.

While Bowser was locked into Fluttershy's stare, Mario rushed forward and shoulder charged the Koopa in the stomach, causing him to double over. Sonic then hurdled over Mario's crouched form and kicked him in the chest, making Bowser stumble as Twilight fired a blast of magic at the Koopa.

Bowser shielded his eyes as Iron Man dove down and socked him in the jaw before flying back up, allowing Batman to charge forward and plant multiple disc-like objects on the turtle's torso. Before Bowser could question it, he was shocked as the gadgets electrocuted him.

Batman rushed over to the other side of the bridge with everyone else, well everyone except Mario, who was still battling Bowser.

The Koopa swung his claws at his rival, missing as the plumber jumped and punched him in the snout before flipping over his head. Mario landed behind him just as he turned around, but was punched in the gut so hard that he was sent flying backwards.

Mario darted forward just as Bowser got to his feet, rushing after him as Mario approached the axe. The plumber leapt forward and touched the axe, loosening it, before it slammed down onto the bridge. The pieces of the bridge then disappeared one by one with Bowser still on it.

He floated in mid air for a second before plummeting down into the lava, landing in it with a splash! He resurfaced, flailing his arms around as he tried to tread in it, but only sealed his fate in the smoldering pits.

"NOOOOOO!!!" Bowser screamed as he began sinking into the lava, glaring at Mario the entire time. The plumber had the nerve to look smug as he peaked over the edge. "CURSE YOU, MARIO!!! CUUUUUUURRRRSSSEE YOOOOUUUUU!!!" Was Bowser's final declaration before he drowned in the lava, his hand being the last thing to sink into the pits.

Mario let out a sigh of relief before turning to his friends, who had looks of shame on their faces. He instantly knew why and reassured them, "Oh, don't worry! He's completely fine!" At their confused looks he clarified, "He's been dunked in lava before and returned multiple times. I think it just takes him out of commission for a bit. He'll be back, he always is."

Batman, glad to have that question answered, nodded. "Understood. Let's get moving."

As the group filed out of the room, Twilight couldn't help but look back before the room closed itself off. She hardened her look and moved to catch up with the others. As she trotted along she noticed that this room was a lot bigger than the previous one, it looked like some kind of arena.

And up above where the entrance to the next room was, a metal bridge with railing protecting whoever walked on it.

"TWILIGHT!!!" She was so caught up in her surroundings she failed to notice the rocket flying towards her. She felt herself being tackled to the ground by Batman, who rolled to safety as the rocket exploded where they were just standing.

"Oh, Batman! We have got to stop meeting like this! Bwahahahaha!!!"

Everyone looked up to see The Joker standing on top of the bridge with a bazooka in hand. He tossed it aside and hurdled over the railing, falling and landing before the group with a smile on his face.

"Wait till they get a load of me!" Joker shouted with a smile before laughing madly, doubling over in laughter as Batman stood ahead of the group protectively.

"It's over, Joker." Batman stated coldly. "You're outnumbered."

Not to anyone's surprise but Joker laughed in their faces, not taking them very seriously. "I usually work alone, but for you I'll make an exception!" He laughed again as something big rose up from Joker's left.

Sonic gritted his teeth as the Death Egg Robot rose from the floor, with Dr. Eggman chortling his iconic laughter from within the mech. "OH HO HO HO HO HO HO!!! Surprised?"

And that wasn't all as Ultron floated down from the ceiling above with his arms folded over his chest. "You puny invaders stand no chance against the might of Ultron. Let alone these two lesser beings. But go ahead and entertain us as everything you know comes to an end."

"Put up your dukes everyone!" Joker shouted before pulling out a purple and green Tommy Gun from behind him, cackling as the heroes prepared themselves.

Joker opened fire as Ultron flew forward directly for Iron Man, with Eggman simply stomping forward in his Death Egg Robot, launching his spiked fist forward at the Blue Blur.

As Iron Man and Ultron met in the middle, Sonic ran around the room to gain some distance from Eggman while Rainbow Dash flew up to the robot's head and bucked it, trying to cause some damage, but ultimately failed in doing so. It simply fired a laser at Dash which sent her flying across the room.

As Mario rushed forward alongside Applejack and Pinkie Pie to give Sonic and Rainbow some help, Twilight charged alongside Batman to take on The Joker, who continued firing his Tommy Gun. The unicorn raised a shield to protect her from the bullets as she ran, while Batman simply timed his movements to get closer to the Clown Prince of Crime.

He threw a Batarang at Joker's hand, causing the clown to loosen his grip on his gun, leaving him vulnerable to being blasted in the chest by Twilight.

Meanwhile Iron Man and Ultron were flying around the room, firing blast after blast at one another to try and gain dominance over the other. Ultron fired a mouth beam at his creator, following the hero as he flew around, his laser unrelenting.

As he flew, Iron Man launched multiple rockets from his back at Ultron. The rockets exploded all around him, knocking back and forth before landing on the ground. He growled and fired a laser from his hand, striking Tony in the chest and sending him to the floor. He quickly got back up and backhanded Ultron away, who had been flying towards him to tear him apart.

While that was going on, everyone else was busy taking on the Death Egg Robot. Pinkie appeared on the mech's shoulder and fired her Party Cannon in its eyes, blinding it, which angered Eggman greatly. "YOU PINK MENACE!" He growled before punching Rainbow Dash, who had been flying around the mech, right into an incoming Mario. Eggman laughed but it was cut short by Sonic, who was blasted into the mech's chest by Rarity and Applejack, the former holding the hedgehog in a curled position with her magic, and the latter having bucked the hedgehog into the mech.

"How's that for a menace, Eggbrain?!" Sonic taunted before curling again and continuously striking at the Death Egg Robot.

"WHY YOU LITTLE...."

The Death Egg Robot took a step forward, causing Fluttershy to quickly dart away beside Rarity, and launched its spiked fists downward toward Applejack, who would've been crushed had Mario not come in and tackled her out of the way.

"I REFUSE TO BE BEATEN BY MULTI-COLORED HORSES!!!"

Back with Batman and Twilight, the latter had just ducked under a knife swing from Joker, who laughed as he squirted acid from his flower at Twilight, who teleported behind the clown and blasted his back with magic. He stumbled forward right into Batman's punch, causing him to stumble sideways, still laughing mind you.

"Bwahahahahaha!!!" Joker cackled as he pulled out three playing cards. "Wanna see a magic trick? HAH!"

He threw the playing cards at the two heroes, causing them to dodge them with timed precession. They were lucky as the cards exploded into green gas behind them. Batman turned around and ducked under Joker's crowbar, which had been swung at his head. Joker brought his crowbar down, but it was caught in Batman's hands.

Joker raised an eyebrow before screaming as he was sent flying across the room by a magic blast from Twilight.

As Joker landed, Ultron was being dragged through the floor by Iron Man, who was pummeling his corrupt creation with his fists. Ultron caught his fist and released a burst of power from within himself, sending Iron Man flying through the air. The A.I. took off into the air and unsheathed his claws and tore at Iron Man's armor, but not before being blasted back by multiple Stark Mines.

Ultron crashed to the ground, his body having taken some damage. Normally he would've transferred to another body by now, but due to that virus Stark and Hiro placed in him, he was confined to this body permanently. "I'll send you to Hell, Stark!"

He fired another mouth beam, which was met by a Unibeam from Tony. The two beams collided and created an explosion that sent them both flying across the arena.

Back with Sonic and the others, the hedgehog was currently running circles around the Death Egg Robot with Rainbow Dash, distracting Eggman as Mario leapt into the air and punched the mech in the face, his mighty strength causing the mech to stumble back and create a dent in the metal.

"GAH! YOU MOUSTACHED LITTLE...."

He went to launch another fist, but it was halted by Applejack's lasso, which wrapped itself around the mech's arm.

"HOW DARE YOU!" Eggman bellowed. "RELEASE ME, YOU FILTHY WORM!"

"HEY, EGGMAN!"

Eggman turned to see Sonic and Rainbow Dash headed straight for him.

"TASTE THE RAINBOW, FATSO!!!" Rainbow shouted as both she and Sonic tore through the Death Egg Robot's chest, ejecting out the other side of it flawlessly.

"NO! NOOOOOOO!!!" Eggman howled as the robot began to explode and fall over.

As the robot fell, Ultron got to his feet and glared at Iron Man hatefully. "Y'know with the benefit of hindsight--" He was cut off as the Death Egg Robot fell on top of him, causing Tony to cringe slightly before walking over to the burning remains.

He noticed Ultron crawling out of the wreckage, looking worse for wear as his faceplate was partially melted off and one of his antennae was torn off. Ultron glared up at his creator as Iron Man aimed his hand directly at his head, intending on finishing this once and for all.

Ultron was beat, and he knew it.

Didn't mean he wouldn't go out with a bang though.

"Hi-ho the me-ri-o
That's the only way to go
I want the world to know
Nothing ever worries me

I've got no strings
So I have fun
I'm not tied up to anyone
They've got strings
But you can see
There are no strings on me..."

Those were the last words Ultron spoke as Iron Man blew off his head with a final Repulsor Blast.

While that was happening Batman and Twilight walked over and stood over Joker, who was struggling to get back up onto his feet. He rolled himself over onto his back and hoisted himself up by his elbows, chuckling and grinning like a mad man.

"Stop me if you've heard this one." Joker began reciting his joke. "Two dead guys walk into a bar--"

A sharp kick to the side of Joker's head shut him up for good, his unconscious body practically dropping to the ground, a smile still plastered on his face. Twilight let out a sigh of relief and turned to Batman, who gave her a tiny smile before turning and regrouping with the others.

"Four down, one to go." Twilight addressed the group, reminding them that they still had to deal with Discord before getting to Exiled.

"Then what are we waiting for?" Sonic asked as he pointed to the door leading into the next room. "Let's juice!"

As the two teams of heroes left the room, they failed to notice Dr. Eggman climb out of the wreckage of his Death Egg Robot. He stood atop the wreckage and dusted himself off, stroking his moustache before hearing one of his lackey bots' voices in his ear.

"Boss?" Orbot's voice sounded off in his ear. "It's ready."

Eggman's grin couldn't get any wider. Finally! It was time for the main event. "I'm on my way."

The first thing Twilight heard when entering the next room was Discord's laughter echoing throughout the room. She and the other Elements of Harmony looked around for any sign of the draconequues to try and stop this as early as possible, but there was no sign of him.

After what he had done to her, Twilight was ready for some payback, the stone kind of payback so that he would never corrupt anyone with his chaotic magic ever again. Sure he had corrupted the Elements before but this time was different, more personal, possibly due to them beating him the first time.

The first corruption had hurt her heart a lot when her friends became the opposites of themselves, but this time it broke her heart, and Twilight wasn't going to let Discord off easy for what he did. She was pretty sure that she hated him, and she never knew she was capable of hating anyone.

That made her even more determined to finish this.

"Show yourself, Discord!" Twilight demanded, her voice sounding off in the empty room. "We know you're here, so just come out and face us!"

"Ask and you shall receive." The mare's yelped at the sudden appearance of Discord's voice while the Guardians steadied themselves. They all turned around to see the draconequues sitting on a chair, wearing a knitted sweater that read 'Celestia Drools', some reading glasses, and was drinking some tea with a raised eyebrow. "Well, well, well, it seems you've fixed your little friendship issue, Twilight. Kudos to you, you made amends with the ones that betrayed you, good job!"

She knew what he was doing. He was trying to get under her skin, but she wouldn't let him. "Your tricks won't work on me anymore, Discord! I've made amends with my friends, and our bond is stronger than ever!"

"Should've learned from last time that you get break our friendship apart!" Rainbow said sternly, flaring her nostrils at the draconequues. "Did you really think we'd let you try again?"

"Kinda." Discord answered honestly with a shrug before standing up from his seated position, his sweater, glasses, tea, and chair all disappearing with a flash of light. "Well that's boring, now I have to think of a new way to manipulate events to get what I want!"

"Look pal, what you did to Twi was messed up." Tony said as he aimed his hands at the villain. "So we're gonna kick your ass for it."

"It's over, you're going back in stone!" Rarity declared.

Discord simply laughed before stopping and staring at them wide eyed, not believing what he was hearing. "Oh wait, you're serious! You're actually going to fight me?! Bahahahahaha!!! Have you forgotten that I'm the God of Chaos?! The embodiment of disharmony?! I'm a literal avatar of reality, you think you can beat that?!"

"Not gonna stop us from trying." Sonic said confidently.

Discord simply stared at them with an arched eyebrow, thinking that they were all crazy, but he shrugged. "Fine." He rotated his shoulders, spat on his hands before rubbing them together, and cracked his neck in a spiral motion before twisting it back around to normal. "It's been a while since I've partaken in a good ole' fashion 'Rough and Tumble', but hey, I welcome it!"

The villain snapped his talons before the room began to shift abnormally, causing everyone to balance themselves as the tiles in the room began to float in mid air, the room becoming a cotton candy colored void. Floating in the void were various sweets like cupcakes, cookies, chocolate milk, and many others.

The heroes readied themselves as Discord began to grow to giant size, chuckling deeply as he did so, before propelling himself further into the void, daring them to chase him.

Batman glared before ordering Twilight, "You girls get those Elements ready. Whatever you need to do to activate them, do it. We'll buy you some time." Leaving no room for debate, Batman took out his Grappling Gun and took off, jumping from platform to platform with the other Guardians following.

Twilight simply looked back at the girls and nodded before closing their eyes, channeling the power of the Elements of Harmony.

Iron Man flew ahead and was the first to catch up to the draconequues, "You know, you're really annoying!" Tony said as he fired multiple Stark Mines at the villain, but they turned into rapid butterflies when they got close to villain.

"That's a matter of opinion, my good fellow." Was Discord's rebuttal, "Most ponies find me quite charming." He summoned a keytar and played a note, sending multiple music notes at the hero, which sent him flying back and rolling across one of the many flying platforms in the void.

Tony slowly got to his feet as Sonic zoomed past him, dashing from platform to platform as he made his way to Discord. He would've made it there too, had it not been for a giant, screaming top hat that suddenly appeared in his path, stopping his movement. It was as hard as a brick wall, but what's worse was when it turned upside down and a crossed eyed version of the blue hedgehog suddenly popped out and backhanded him away.

"HOOBAH DOOBAH!!!" The clone shouted before bursting into confetti, which then folded into paper airplanes and shot forward to the platforms. Each platform they struck exploded into pieces, with Mario and Batman having to move to different platforms to avoid the dangerous projectiles.

"ALAKAZAM!!!" Discord shouted, now appearing in a magicians costume, before firing lightning bolts from his fingertips, electrifying the platforms. "I've always wanted to say that!" While Mario got electrocuted, Batman simply glided off of the platform and flew through the air with Iron Man toward the villain. But when they got too close they were whacked by Discord, who was holding a flyswatter. "Boy, the mosquitos sure are active today!"

He then snapped his paws and several giant cupcakes appeared above the heroes and dropped down like metal anchors. The resulting explosions sent everyone flying through the void as multiple mutant books flew out and tried munching on the heroes.

Batman kicked some away, as did the others, before dropping down and landing on even more platforms. This had to be the weirdest fight Batman had ever been in, and he's fought Mr. Myxlplyx with the Justice League.

"And in today's forecast we're expecting mighty waves of chocolate milk!" Discord announced, dressed in a blue suit with slicked back hair, sitting at a news desk. "Hold onto your hats folks! We're due for a mighty storm of chaos!"

The villain disappeared as a tsunami of chocolate milk washed the Guardians away, sending the group flying backwards as they were consumed with chocolate milk. Once the wave melted away, the Guardians were seen struggling to get back up, much to Discord's delight.

He appeared before them, now back to normal size, and said, "Okay seriously, how did you expect this fight to go?! I'm a literal God! You're just some stupid mortals too big for their britches. Did you actually think that you could beat me?!"

But to Discord's confusion, Batman looked up at him and smirked, "It wasn't our job to beat you."

Discord's smile fell when he realized a certain mare was not among them. "Wait... Where are-" He looked around and froze up when he saw the Mane 6 hovering in the air, a magical aura surrounding them. His eyes shrunk to pinpricks, "...no..." He whispered as they all opened their eyes, glowing white with harmonious magic. Then to his horror the Elements of Harmony lit up and a magical rainbow laser shot out from the group and headed straight toward him.

Discord tried flying away but it was for naught as the rainbow struck him directly in the back, causing him to tense as his body began to turn back into stone. His eyes widened in horror, he was so close to winning! Where did it all go wrong?! What happened?! This wasn't possible, he made sure that they were broken, his plan was fool proof.

"NOOOOOOOOOOOOOOO!!!!" With one final shout of defiance, Discord turned to stone and the entirety of the void was engulfed in a flash of light, blinding everyone present.

Once the light faded and everyone got their sight back they saw that the room had returned to normal. The Guardians looked over to see Twilight and the girls fall on their behinds as they dropped out of the air, still slightly disoriented from using the Elements of Harmony.

But that wasn't the only thing that dropped as Discord's statue dropped in the center of the room with a heavy THUD! His arms were pressed outwards in defiance of his fate and his face was one of shock, unbelieving that he had lost once again.

Once the girls shook off their dizziness, they got to their hooves and approached the statue. While Applejack, Pinkie Pie, Rainbow Dash, Rarity, and even Fluttershy cheered at their victory, Twilight simply looked at the statue distastefully. If she never saw that draconequues again it would be too soon.

She turned and saw Batman and the other Guardians approaching the group. "That was the last of Exiled's defense. There's nothing after that, it's just him."

Rainbow, the adrenaline still pumping through her body, flew up high and exclaimed, "Well what are we waiting for? Let's get in there and kick his butt!"

"No." Was all Twilight said, confusing the rest of the Mane 6 as to why she didn't want them to come. When Rainbow Dash slowly fell to the floor, her adrenaline now gone, Twilight clarified, "Look girls, this is our fight. The five of us were specifically chosen to defeat Talos and save the Foundation of all Dimensions, therefore saving everything in existence. If you guys come with us we don't know what the consequences will be."

Rainbow wanted to protest but Applejack placed a hoof on her shoulder, silencing her, before turning to Twilight and asking in a serious tone, "Are you sure, Twi? Ya might need our help."

But Twilight nodded with a kind smile, "I'm sure." Was all she said before tackling the girls in a group hug, to which they happily reciprocated. "If something goes wrong, I want you to know that I love you girls." With that said they broke apart and stared at each other before Twilight handed her Element of Magic to Applejack, who accepted it, knowing that her friend wouldn't need it. "Head back outside and help the others. We'll do the rest."

The Mane 5 nodded, agreeing to the plan.

"You got this, Twi!" Rainbow encouraged her friend. "Kick his butt for us!"

Twilight gave them a knowing smile, "Will do." With that she departed and regroup with the other Guardians as the Mane 5 galloped out of the room, making their way back outside to aid in the battle.

Once Twilight caught up with the others, they all stood before the set of two doors leading into Exiled's throne room, where he was no doubt waiting for them. This was it, no turning back now, it was now or never. Time to face the music and stop that mad man once and for all. This was the reason she was chosen, to safeguard all existence and stop the one destined to bring it to ruin.

Now was the moment to prove she was worthy of being chosen.

"You guys ready for this?" Sonic asked, bouncing on the spot.

Mario cracked his knuckles, "More than I'll ever be." He dusted off his cap before putting it back on his head, "First dibs on the big guy."

"Get in line, plumber boy." Tony said, adjusting the gauntlet on his armor.

Batman looked down at Twilight with a look of caution on his face. "What about you? This is going to be the biggest challenge you've ever faced. Are you sure you're ready for this?"

There was only one answer to that question.

Hell yes.

Twilight turned to the door and simply said, "Let's go get him."

Author's Note

Here we go.

44. Fight for the Future (Part 3)

The Rift Between Dimensions

Twilight couldn't quite describe the sensation she was feeling right now.

It was far different from the feeling she got from using the Elements of Harmony, in fact it felt even more powerful than that. Not only did it change her physical appearance, but it also changed both the way her magic and strength felt. She felt like she had the magic of an alicorn, and the strength of Big McIntosh, and the speed that would even give Rainbow Dash a run for her bits.

In fact she felt like she could surpass her in speed alone.

Was this the true power of the Chaos Emeralds?

If so, no wonder everyone on Sonic's world wanted them for themselves.

She glanced over to her left to see her fellow Guardians flying alongside her, with Sonic leading them all ahead towards their shared threat. Dr. Eggman and The Forge of all Creation. She had to give the human credit, he was persistent and unrelenting in his mission for total domination.

But that didn't mean that he would win though.

"Remember," Sonic started, beginning to inform them of the effects of the Chaos Emeralds. "We're basically invulnerable now, but because Egghead has the literal heart of all existence powering his bot, I don't know if that's gonna be able to damage us or not. So be careful and be mindful not to use too much energy."

"What happens if we do?" Twilight couldn't help but ask.

"The Emeralds' power will wear off and they'll leave your body." Sonic answered casually, used to this sort of pressure. "Just try to show restraint, and that's a lot coming from me."

With that said they all flew up ahead as The Forge came into their line of sight, flying up ahead, before it turned around to face them.

"You just don't know when to stay dead, do you!" Eggman growled, slamming his fist on the center console.

"C'mon! You'd really think we'd skip out on the final boss?" Mario questioned with a laugh. "Just give it up already, you're outnumbered five to one."

Eggman laughed, "You'd like that, wouldn't you?" The mech clenched its fist as he continued, "I have the source of all living things powering my machine! I have reality itself on my side! How can you possibly hope to stop me?"

"Simple." Sonic said as he glanced at Twilight. The two nodded before answering, "Together."

And together they fought, flying towards The Forge as it fired a blue laser beam from its left hand, initiating the final battle for the entire Multiverse. The group split apart in multiple directions, avoiding the laser and continuing their flight path towards The Forge of all Creation. But before any of them could get a hit on it, The Forge teleported away from them and appeared at the end of the Rift, Eggman's taunting laughter reaching their ears as the Foundation of all Dimensions began to charge.

"LET'S SEE YOU DODGE THIS ONE!" Eggman declared as The Forge fired a massive blast from the Foundation it self.

Thinking quickly, Batman spread out his cape and from out of nowhere, a giant, yellow bat-like shadow, appeared in front of the Guardians and blocked the laser. Once the attack ceased the shadow disappeared and the Guardians continued forward.

But that was before they noticed the devastation that attack caused on the Rift itself. Noticeable tears appeared inside the tunnel, tears that lead to other universes. Inside the tears utter chaos could be seen as apocalyptic events took place in those various worlds.

Twilight, deciding to take action, began to tell her friends what to do. "Guys, we need to seal up these distortions! If they get too large who knows what could happen to those universes!"

"What about Robotnik?" Tony asked.

"We'll have to take him on one at a time!" Batman informed the group. "The rest of us will seal those distortions!"

"I call dibs!" Mario called out with a smirk, flying ahead to take Eggman head on while the other Guardians began to use the power of Chaos Control to get the distortions under control.

"OH HO HO HO HO HO!" Eggman chortled as The Forge let out a mechanical roar, creating a shockwave from the Foundation. "So you're the first one to throw his life away, eh? You should feel honored to burn at the precipice of my Eggman Empire!"

"The only thing we're on the precipice of is me kicking your butt!" Shouted Mario, adjusting his cap with a flick of his finger. "Now stop yapping and let's-a-go!"

"GET A LOAD OF THIS!"

The Forge launched its right fist at the super formed plumber, flying through the Rift to crush the Italian to smithereens. But Mario beamed with a smile as he flew forward and threw his cap, the headwear twirling through the air before meeting the mech's fist head on.

The collision created a shockwave of both yellow and blue throughout the tunnel between worlds, with Mario's cap blowing back into his hands while the rocket fist hurdled back to The Forge. With its hand reconnected, The Forge lit up its eye before firing an Ocular Blast directly at Mario.

The plumber flew forward and dived under the laser, continuing to push forward. He moved to the left, avoiding another laser, before shooting upwards to avoid another, until finally, he was close enough to deliver a punch to The Forge's head.

The blow sent the mech flying backward, not doing too much damage, but still damaging it nonetheless.

"You filthy little..." Eggman grumbled before making The Forge fly backwards even further, wanting to gain a bit of distance between himself and Mario. "You've got a lot of spunk, Mario. You remind me of Sonic. And I hate things that remind me of that pest!"

The mech's fists disconnected once more and flew over to hover on both sides of Mario. The plumber watched as they spun around a few times before coming together to crush him like a bug. But Mario placed his arms outward and held the projectiles in place with his strength.

Mario knew that he couldn't hold them forever, and it looked like Eggman was gearing up for a surprise attack. But then his thoughts went back to Sonic, who had informed them that the Chaos Emeralds gave them special abilities. An idea came to mind. He gave Robotnik a coy smirk before shouting, "CHAOS BLITZ!!!"

In a blink and you'll miss it moment, Mario blitzed from where he was standing, the hands coming together finally, and he soared through the tunnel before striking The Forge with a flurry of kicks and punches before back handing the mech further down the tunnel.

Mario then snapped his fingers and summoned multiple golden colored winged shells. He smirked before punting them down across the Rift to attack the Forge of all Creation. The projectiles each hit the mech, generating enough explosive power to send the robot flying back.

Eggman screamed as his greatest creation flipped through the Rift. "YOU RETCH!!! HOW DARE YOU!!!" Seeing that Mario was coming at him again, he activated the Foundation of all Dimensions and created a shockwave that sent the plumber flying back.

As Mario pulled back, Iron Man flew forward, deeming it his turn to take on the man with the master plan.

"Tony Stark, supposed genius from Earth 616." Eggman recited, having done his research on each of the Guardians. "How does it feel to face someone who has not only outdone you, but also outsmarted you?"

Surprisingly Iron Man shrugged, "Dunno, haven't experienced that yet."

"You smug and cocky..." Eggman trailed off as the Forge of all Creation pounded its fists together. "You'll regret this blatant disrespect!" Suddenly multiple portals appeared throughout the tunnel leading to The Forge, each of them crackling with blue energy. "Time to learn your place, Iron Man!"

Taking that as his moment to attack, Iron Man zoomed forward at impossible speeds, his sights set on The Forge. An indicator on his HUD caught his attention and, just in time, he noticed that each portal fired a blue energy blast, acting as obstacles in his path toward Eggman.

Navigating through the beams of light, he failed to notice the massive fist headed straight for him, resulting in him getting sent back through the tunnel. Shaking off the pain and continuing forward, Iron Man aimed his wrist forward, once his gauntlet lifted up a secret missile launcher, and fired a golden rocket at The Forge.

But it was no ordinary rocket as it suddenly duplicated itself into five and boosted forward.

As the rockets distracted Eggman, Tony dashed forward, narrowly avoiding all the beams of light, and made his way toward the robot's core. But much to his chagrin the rockets didn't hold off Eggman for long as he saw him coming from a mile away.

"GOTCHA!" He shouted as he went to grab Iron Man, and he thought that he had too. But when he opened the mech's palm, nobody was there. "What?"

"Up here!"

When Eggman looked up he saw Iron Man aiming a Chaos Proton Cannon right at him.

"HERE'S THE BIG ONE!" Tony shouted as the cannon began to charge with power. "CHAOS PROTON CANNON!!!" The resulting blast sent The Forge zooming back inside the Rift.

With its arms raised in an 'X' formation, it managed to block off most of the attack, but not all of it as some minor damage was dealt to the machine. But it seemed that Iron Man wasn't done as he charged up his Arc Reactor, now powered up with Chaos Energy, and prepared to fire.

But Eggman saw this coming and created a portal to his left and disappeared as the beam soared through the tunnel. To add to Tony's confusion, two portals appeared at the end of the tunnel and two Forge's flew out of them.

"You know what they say: the more the merrier!" Eggman announced before sending the duplicate robot forward, its form covered in blue electricity.

Thinking on his feet, Iron Man raised his arms and a blue, triangle shaped, crystal shield appeared around him, protecting him from the duplicate's explosion. Once the blue dust settled he lowered the shield and zoomed forward, but was halted when he was covered in a blue aura out of nowhere.

And The Forge's right hand was covered in that exact same aura.

"OUT OF MY SIGHT!" Eggman demanded as he flicked the mech's wrist, sending Tony spiraling back down the Rift.

And in his place, Batman soared through the Rift, his golden cape flapping along with him.

"It's over, Robotnik!" Batman declared, glaring at the robot before him. "Stand down before I make you!"

"The Dark Knight himself," Eggman recognized. "You seem confident in your abilities." His smile turned sinister. "So am I."

The Forge then summoned two astral projections of itself, each of them flying beside it and taking aim at The Batman. At this point three laser blasts are hurdling towards Batman, but he simply smirks and flies forward. He spread out his cape and threw three, golden, flaming Batarangs forward.

The projectiles tore through the lasers and struck each robot simultaneously with procession, causing the projections to disappear and The Forge to be sent flying back further into the Rift. Eggman growled angrily as he used the Foundation of all Dimensions to create ten blue, flaming spears that shot up from behind the robot and honed in on the Bat of Gotham.

Batman shrouded himself with his cape before disappearing in a swirl of golden light, only reappearing once the spears had passed him. He darted forward to The Forge and glide kicked it back further, his added strength causing more damage to it.

As he recovered, Eggman said, "No wonder Joker thought you were annoying." He chuckled as The Forge spread out its hands. "But let's see you dodge this one, Caped Crusader!" To his left and right were two astral buzz saws, summoned into existence.

The buzzsaws shot forward at maximum speed, blue fiery sparks shooting off of them as they made their way to Batman. The Dark Knight spread out his cape and teleported away in a swarm of golden bats, with the swarm spreading out to dodge the saws before reforming back into his normal form.

Eggman growled as he fired a laser from the mech's left hand, an attack that was easily evaded with a barrel roll to the right and a boost in momentum, propelling forward at impossible speeds before spreading out his cape. "CHAOS SWARM!" Batman shouted as an army of bats flew out of his cape and flew towards The Forge of all Creation.

As the mech was engulfed in a golden tornado of bats, the super formed hero threw five golden Batarangs at the distracted villain, who was trying to blast his way out of the tornado. But he failed to do so, resulting in him being blasted back by the projectiles while Batman flew around him, using his enhanced speed to hit the mech from different angles.

But before he could do anymore damage he was sent flying back by a pulse of power, originating from the Foundation of all Dimensions.

As Batman used his cape to stop himself, Twilight Sparkle flew forward with her horn glowing with red magic.

Eggman wasn't threatened in the slightest. "Well look who it is! The prissy, wittle, unicorn who finally decided to stop feeling sorry for herself. Why don't you do us all a favor and stand underneath a collapsing bookshelf and save me the trouble."

"I'm here to stop you, Eggman!" Twilight declared, ignoring the doctor's snide comments. "Together with my friends we will put an end to your plans once and for all!"

"Y-Y-You?" Eggman asked with a laugh. "Oh wow, okay, what are you gonna do? Friendship me to death?"

All he got in response was a smug smirk from the Student of Celestia before she shot forward and fired a red laser from her horn. The Forge raised its hand to block the attack but found that it was suddenly wrapped in red chains once the laser made contact.

"What!" Eggman couldn't fire any of his weapons, it was as if the chains were nullifying The Forge itself.

"You were saying?" Twilight couldn't help but say as she shot forward, her forelegs held forward as she flew.

Robotnik growled in anger as he slammed his fist onto a red button and suddenly, the Foundation begins to hum as seven spectral tendrils shot forward from the orb, headed straight for Twilight. Her eyes widened in alarm before she lit up her horn and teleported to the left, before teleporting again.

She continued to teleport and dodge the tendrils as she made her way to the fleeing mech.

Seeing as that strategy wasn't working Eggman channeled the power of the Foundation and out of nowhere, the chains around the mech's hand shattered before it was launched forward to intercept the unicorn. But Twilight saw this coming and lit up her horn, engulfing the disconnected limb in a red aura as she spun herself around, dragging the rocket fist along with her, before turning back around and launching it directly into The Forge of all Creation, damaging it severely.

The hit was so bad that Eggman fell out of his mechanical throne and landed on top of Cubot. "W-What?! Impossible!" He quickly got back on his seat and began assessing the damage. Suffice to say that he wasn't happy. "NO WAY! I CAN'T BELIEVE THIS!"

In response to this attack, The Forge of all Creation raised its arms and summoned five flaming, blue, meteors above its head. Without hesitation it shot its arms forward, sending down the meteors to crush the leader of the Guardians.

She had to time this right!

She zoomed up and galloped on top of the first meteor, running across it before jumping to the next one, and the next, and the next, and so on and so forth. She then pushed herself forward and lit up her horn, channeling both Harmony magic and Chaos Energy into this blast.

The ensuing laser blast was so large that it completely engulfed the robot, but had it not been for the shield that surrounded it, it surely would've done a significant amount of damage. The Forge raised its arms as the beam completely covered it, the shield working overtime as it was sent flying back, still inside the beam.

Once the attack ceased, Eggman fired his own laser at the mare, but she had raised her own shield to protect herself from the blast. She gritted her teeth and glared down at Eggman before teleporting away, reappearing in front of the mech and delivering a powerful buck with her hindlegs.

The kick sent The Forge of all Creation flying down the tunnel between worlds, small tiny hoof-like indents could be seen on the mech.

Twilight Sparkle boosted forward to try and attack again, but was sent spiraling backwards by a pulse from The Forge.

Sonic smirked as he flew forward towards his arch nemesis, his golden aura increasing significantly. "Hey Egghead, did ya miss me?"

Eggman, in fact, did not. "YOU! YOU! ALWAYS YOU! ALWAYS THERE! ALWAYS IN MY WAY!"

"Aw, is the big, bad, Dr. Eggman cranky?" Sonic asked with a laugh, enjoying the heck out of taunting his enemy.

"I have the power to control all dimensions, and you're here, again. I have a mech that overpowers you in every aspect, and you're here, again! I'M FINALLY ABOUT TO WIN, AND YOU'RE HERE, AGAIN! AND YOU SOMEHOW ALWAYS COME OUT ON TOP! HOW?! HOW DO YOU ALWAYS WIN?!"

"I believe it's called a skill issue."

That had set him off.

Eggman launched everything. Rockets, lasers, buzzsaws, tendrils, meteors, all of it. All of it sent out to try and kill the hedgehog who had thwarted his plans a thousand times over. The hedgehog laughs excitedly as he avoids all of it. He swerves up and down, left and right, teleports in and out of reality and manages to get close enough to The Forge to inflict some damage.

He curls into a ball and hits its chest with a Homing Attack, which sent the robot spiraling down the vortex, small sparks of electricity could be seen crackling around it, showing that it indeed had taken some damage. The Forge recovered and created a tear in the vortex above it. Then from within the tear tiny, flaming blue, dragon headed shaped projectiles shot down from above.

Super Sonic moved in a zig zag formation and managed to avoid most of the projectiles, and even though he was struck by some of them, he still made it close enough to Eggman to deliver a nasty kick to his creation. As The Forge spun around in circles, Sonic curled up and charged before zooming forward, hitting the mech in multiple places at once, damaging it severely.

Before it could recover, Sonic swiped his hand over his face, holding up his thumb, middle finger, and index finger, the resulting explosion of pure light blinded Eggman momentarily. This gave the hedgehog the opportunity to strike, as he zoomed forward and in the blink of an eye, blitzed around The Forge of all Creation, striking it from every possible angle with precision and accuracy.

As the robot flew backwards, Sonic suddenly appeared in front of the glass covering Eggman, leaning to his left with his arms crossed. He raised an eyebrow before roundhouse kicking The Forge's head, which sent it further down the tunnel, and chased in hot pursuit.

"HATE YOU, HATE YOU, HATE YOU! ALL OF MY HATE! DIE! DIE! DIE!" Robotnik roared as he used the power of the Foundation to summon a collapsing star in the mech's hands. He then threw it down towards the approaching hedgehog, hoping that it would be enough to slaughter the nuisance for good.

But to his outrage, Super Sonic stopped and simply backhanded the supernova away before resuming his course toward him.

"CHAOS CONTROL!" Shouted Sonic before time stopped. He grinned before making his move, which involved laying into the mech without restraint. Flying around it, Sonic Spin Dashed the mech from every possible angle before returning to where he started. He snapped his fingers and time resumed, and The Forge of all Creation was badly damaged.

As it flew backwards, all five Guardians came together, flying alongside one another, in harmony and friendship, in magic and comradery, in the name of everything that ever lived.

"Looks like your bot is a little worse for wear!" Iron Man taunted, smirking under his helmet. "Still think you're smarter than me?"

He wasn't wrong as The Forge had strands of blue energy seeping from out of it, fires burning its armor, things were not looking good for Dr. Eggman.

"It's over, Eggman!" Sonic declared.

"Surrender now and end this madness!" Added Twilight, hoping that the doctor could see that he was beaten.

But Eggman was anything but a quitter. "Grrrr! I'm not finished yet!" The end of the tunnel opened up suddenly, revealing Foundation Prime and the army of united heroes that were gathered in the wastes of the dead world. Eggman and The Forge fell into Foundation Prime.

And the Guardians were right behind him.

Foundation Prime

The Wastes

The Forge of all Creation fell through the portal and crashed down a few miles away from the army, kicking up sand where it landed on its back. And from up above, flying through the portal, were the Guardians of the Multiverse, who soared across the sky as the portal closed.

Twilight and the others landed on the ground softly, resting on top of a sandy hill, staring down at where Eggman had landed.

"Guys!" Tails' voice cut through the air and caught their attention. Turning around, they saw the young boy running alongside Robin, Captain America, and Luigi, with Celestia flying above them with relief all over her face. As soon as she landed she wrapped her wings around Twilight, not wanting to let go.

"H-How...?" Celestia stuttered, unsure of what was happening, before letting go of Twilight so that she could breathe.

"We'll explain later." Batman had cut in before Twilight could get a word in. "Right now we have bigger problems to deal with." He glanced behind him, noticing the dust settle.

Cap took notice of this and asked, "How do we stop that thing?"

"The Foundation of all Dimensions is its power source." Tony explained, folding his arms over his chest. "If we can somehow remove it from the robot..."

"It would shut down!" Tails finished excitedly.

"Bingo!"

"But how are we going to achieve this?" Damian asked his father, holding his sword in his hand.

"This is like nothing we've ever faced before!" Luigi said in a worried tone, looking into his brother's eyes. "How are we gonna stop it?"

"Not alone."

The group faced the source of the voice, the voice of Optimus Prime, who was leading the army of heroes alongside the Mane 5 and Superman. Together they all stood, united, ready to fight as one. The Guardians smiled before turning around to face The Forge, which had risen from the crater it had created.

As the robot began to power up, the Guardians shot up into the air and faced down the robot with heavy glares. As the heroes readied themselves, Twilight and Sonic zoomed down at full speed, leading the charge against Eggman.

The Forge raised its right hand and fired a death laser at the pair, with Sonic spinning to the left and Twilight going to the right, boosting forward to continue their assault. And flying alongside them were the likes of Superman, Wonder Woman, Green Lantern, Cyborg, Martian Manhunter, Baymax, Celestia and Luna, Rainbow Dash, even Fluttershy. And of course, the other Guardians of the Multiverse.

As the aerial team distracted Eggman with a flurry of attacks, the ground team, led by Optimus Prime, stormed forth and began attacking its legs to try and get it to fall down. Optimus' hands transformed into blades as he leapt forward and began cutting at the limbs.

Knuckles and Applejack began laying into it as Go Go sped around it, throwing her discs at The Forge's legs before rushing up, using its leg as a makeshift road. And she wasn't alone as Spider-Man ran up the side of its leg, making his way to the cockpit.

As both teams did their best to distract the mad doctor, said villain was growing tired of these games, so he decided to level the playing field. But before he could initiate the command, he was greeted by the sight of Spider-Man clinging to the glass before him. He yelped as the hero waved before swinging away, revealing Sonic, who was charging right toward him.

"CHECK IT!" Sonic shouted as he crashed against the glass, sending the mech sliding backwards.

The Forge fired a laser at Batman, who was flying around the mech with Rainbow Dash, but failed to notice Superman behind him. The Man of Steel rammed into the back of the mech, sending it flying across the air. It landed harshly on the ground, turning itself around and standing upright, the Foundation lighting up in its chest.

As the army of united heroes charged forward, Eggman slammed The Forge's fist onto the ground, creating a blue shockwave that sent them all flying back. But the Guardians powered on through and each struck the mech in the chest, loosening the Foundation slightly.

This set off alerts inside the mech, causing Eggman to scream and lean forward, "W-WHAT?! IMPOSSIBLE!!!"

"That's what you don't get!" Twilight retorted, hovering before the mech with her friends. "Anything is possible with the Multiverse!"

"Yes, and that includes your demise!" Was Eggman's response, slamming his hand on a button that created two black orbs in each of the mech's hands. The orbs then launched into the sky and expanded into two, sinister black holes. Even now, having been just awakened, they began to suck everybody into them. "This is goodbye! It's a shame you won't be around to see my new Multiverse, but that's the way it is. Never again will any of you deny me my destiny! The Eggman Empire begins anew!"

As he laughed maniacally, Twilight simply looked to the others and smirked, quickly zooming up into the air and splitting up into two teams. Hovering before each hole, the Guardians held out their hands and shouted collectively, "CHAOS CONTROL!!!" And before they knew it, the black holes imploded out of existence.

That shut Eggman right up.

"NO! WHAT JUST HAPPENED?!"

"You just lost again, Eggman!" Sonic taunted, him and the other Guardians appearing in front of the mech suddenly. And they weren't alone as the ground team also stood before him. "Figured you'd be used to it by now."

He tried to fire a laser at them, he really did, but for some reason it just wouldn't fire. His eyes shot open when an alert popped up in his glasses, there wasn't enough power. To his horror, the Foundation had been loosened from the mech's core, so much so that the robot was beginning to lose power.

"WHAT?! NO! HOW IS THIS POSSIBLE?! THE FOUNDATION IS SUPPOSED TO BE MORE POWERFUL THAN THE CHAOS EMERALDS! MORE POWERFUL THAN ANYTHING!"

"Not as powerful as friendship." Twilight said with a smirk.

Eggman shook his head in defiance, "No! It can't end like this! I won't let it!" As a last resort he threw a punch at his lifelong nemesis, only for it to be caught in his hand effortlessly. Eggman tried pushing the punch further, but shrieked when it suddenly exploded, due to being punched by Sonic. With one hand gone, he tried hitting Batman with the other, only for it to explode upon impact.

And before he could do anything they all tore through the mech, flying in and out of it multiple times, tearing through the hull, the legs, the torso, everything. Tiny explosions erupted all over The Forge of all Creation, alarms blaring inside of the cockpit.

And worst of all....

Orbot added another mark to Sonic's side of the tally.

As The Forge began to explode, The Guardians of the Multiverse hovered before it, watching as it burned up. Together, they all flew forward in an aura of golden light, going straight for the Foundation of all Dimensions. They rammed into the orb, pushing it right through the mech and exiting out of its back in a blaze of golden glory.

Meanwhile, inside the cockpit, everything was falling apart. Wires fell from the ceiling, the consoles were exploding, everything was ruined.

And Eggman just sat there, his eyes blank, his mouth agape. Everything he had worked for, all the scheming, all the plotting, all the research, it had all come undone. All because of those Guardians. Because of him. An image of that hedgehog and his cocky grin flashed in his head and he began to shake violently with rage.

"I hate that hedgehog. I hate him! I HATE HIM! HATE HIM!!!" Eggman roared as he slammed his fists into the console in front of him. "HATE! HATE! HATE! HATE! HAAAAAAAAAATE!!!!" And with that, The Forge of all Creation exploded as multiple arcs of light shined out of it. The explosion sent Eggman, Orbot, and Cubot soaring through the air inside the Egg mobile.

"Whelp, I knew that it was too good to be true." Cubot sighed to his orb-like companion.

Orbot simply shrugged, shaking his head as he replied, "Another plan down the drain, who could've guessed that?"

"OH SHUUUUUT UUUUUUUUP!!!" Dr. Eggman let out one final scream of rage before flying through the portal, which had opened up behind them suddenly, and left Foundation Prime for good.

At long last.... It was finally over.

Twilight and the Guardians, who witnessed the mad man's departure, looked down from the sky and stared at the orb in their grasp, its glow dimming as it closed the portal it opened. They did it, they actually did it! The Multiverse was saved!

But their work was not yet done.

Looking to one another, they each knew what had to be done.

And so they each gathered around the Foundation of all Dimensions and interlocked hands, or hooves in Twilight's case, and closed their eyes, focusing only on their shared connection to the Foundation. As they focused on the heart of life itself, they failed to notice the white aura that encompassed them, their shared power amplifying significantly.

And together they focused on the aspects that made up the very best of the Multiverse.

Bravery.

Destiny.

Courage.

Truth.

And Humanity.

A pulse was released all across Foundation Prime, covering the entirety of the fallen dimension, and not only that, but it spread to every single dimension affected by Talos and Dr. Eggman. All the damage done, all the anomalies and distortions, all repaired and erased through a shared connection of friendship and togetherness.

The power died down and the Guardians felt it leave them as they lowered to the ground, where everyone was waiting for them. The Chaos Emeralds left their bodies, returning them to their normal forms, and landed softly on the ground.

And before they could do anything they were swarmed by their friends and loved ones.

Sonic was engulfed in a hug from both Tails and Amy while Knuckles gave him a thumbs up.

Steve Rogers walked over and gave Tony a hug, which was surprising to the billionaire, but he returned to embrace.

Mario was bombarded with kisses from Peach while the rest of his friends gathered around him.

Damian surprisingly initiated the hug between father and son.

And Twilight was tackled to the ground by Spike and the Mane 5, with Celestia and Luna watching the scene unfold with caring eyes.

And behind the group, the army of heroes watched on with smiles on their faces.

"H-how did you survive the explosion?" Rarity asked as she helped Twilight up from the ground.

Everyone was curious about that, but the Mobians looked at one another knowingly before Sonic answered, "The Chaos Emeralds." He looked down at the gemstones for a moment before looking back up at the others. "They saved us at the last second. Gave us the final boost we needed to stop Eggman and restore the Foundation of all Dimensions."

"But how did they do that?" Fluttershy couldn't help but ask, squeaking and hiding behind her mane when the attention was on her.

It was Knuckles who answered, "We always wondered if the Emeralds possessed some level of sentience." He folded his arms and smirked at the group, "I guess that answers that question."

"With the threat neutralized and the Foundation of all Dimensions restored it is safe to say that this adventure has reached its conclusion." Celestia declared, spreading her wings out majestically. She set her sights on Twilight before turning to look at each of the Guardians, "And we have these five heroes to thank for that."

Twilight looked away as she felt the heat rush to her face, "We didn't do all the work, Princess Celestia."

"No." Captain America started, approaching the young mare and kneeling down to her eye level. "But you took charge and led us all to victory, you helped save a lot of lives today, Twilight Sparkle." He placed a hand on her shoulder and smiled, "There's no doubt that everyone here is proud of the leader you're becoming."

"You have no idea." Batman concurred with a faint smile on his face.

The center of attention suddenly felt a leg wrap around her neck. "We knew you could do it, Egghead!" Rainbow Dash said with a beaming smile.

"If anyone was gonna help save the day, it was gonna be you." Spike said with a smile before he felt Twilight wrap her legs around him, engulfing him in a bear hug.

While that was happening, Tony Stark removed his helmet from his head and sat down on the sand, leaning back on his elbows. "I don't know about any of you, but I could use a drink."

"Don't we all." Luna silently agreed, a glass of red wine sounded pretty good right about now.

Suddenly, Pinkie Pie! "Hey! Why don't we have a party?" Everyone turned to her as she explained, "C'mon! It'll be fun! I mean, we diiiiid just save everypony from extinction not once but twiiiice in the same day! And Mr. Stark said that he could go for a drink, and I know a few ponies who could use some of Applejack's cider right about now."

The rest of the Mane 6 couldn't help but mutter in agreement.

"You know that's not a bad idea." Captain America agreed, looking to everyone, "We could all use a breather after everything that's just happened. Plus I think we've earned it. Count me in."

Pinkie bounced around and saw everyone else agree as well. "Awesome!" She looked to the army of heroes behind them, "What about all of you?"

They all looked to one another with smiles on their faces before Optimus spoke, "I believe that I speak for all of us when I say that a celebration of our victory is in order."

"We wouldn't miss it!" Rapunzel reiterated, with Maximus neighing next to her in approval.

The rest of the army nodded and muttered in agreement, they could all use a night to let loose and chill with one another.

But there was only one person who hadn't agreed.

Take a wild guess.

Everyone turned to Batman, including Robin, as he stood there with his arms folded across his chest. "I really need to get back to Gotham. We've been away for too long." He turned around and began walking away, "Besides, we need to return those Foundation Elements back to their respective dimensions." He was going to walk further, but felt something tug on his cape. When he turned around he saw the tip of his cape covered in a pink aura, and so was Twilight's horn. He looked at her before asking, "You're not gonna let me go, are you?"

"Nope." Was her answer.

Bruce sighed, lowering his head in defeat, if there was one thing he learned on this adventure, it was that Twilight Sparkle was just as stubborn as him. "Okay fine, maybe one drink." As Twilight and the others cheered, he couldn't help but say, "But first we return the Foundation Elements to their respective dimensions." He was about to continue when a very loud hum echoed from the Foundation of all Dimensions.

They all turned up to face it as it glowed brightly, and not only that, but several blue beams shot up from the rubble of the Fortress.

"It seems that the Foundation of all Dimensions has got that covered for us." Celestia nodded before squinting her eyes in thought, "And now that that's been dealt with, that begs the question. Where would we hold these festivities?"

It was Tony's turn to smirk, "Did I mention that I own and live in my very own tower?"

Author's Note

This was the longest battle yet, and it kinda had to be, given that it was the final battle, the culmination of over a year of work. Wow! A whole year I've been working on this story, that's actually crazy. And the fact that it's gotten as much attention as it has is astounding to me.

Thank you all so much.

One chapter to go, plus an Epilogue.

Remain seated, the ride is nearing its end.

45. Lose Yourself

Earth 616

New York City

It was Pinkie Pie who entered the portal first, the way she bounced into Earth 616 could only be matched with her bubbly personality, and even then nothing could compare to the way she felt now. Parties were her whole thing, so the fact that she was hosting this massive get together with new friends from other worlds made her beyond excited.

It was known fact that nopony could host a party like Pinkie Pie, there was just no comparison, not even close. The way she just sets it up in minutes without any help was beyond astounding, even her friends had no clue how she did it. Granted Twilight drove herself up the wall trying to figure the pink pony out, but eventually she gave up and chalked everything up to 'Pinkie being Pinkie'.

So when Twilight stepped out of the portal and entered Stark Tower's top floor, she wasn't surprised to see that the main lounge was decorated with banners, streamers, balloons, snacks, and pretty much everything one would need for a party like this.

Tony, however, "Wait, what? How the hell?" He walked around his house, looking at how everything was set up, while everyone else walked through the portal, including X-PO, who used the Gateway on Vorton to intercept the Rift to this world so that he could join them.

Marveled awes filled the room, mainly from Rapunzel, Woody and the gang, the Mane 6, and those who didn't have access to this kind of place back in their dimensions. The technology displayed in the main lobby was astonishing to say the least. And it seemed that Woody and the others had reverted back to their original sizes while the Autobots had shrunk down to fit inside the tower, all thanks to the portal.

"So, this is how humans see the world." Arcee mused as she looked down at her hands.

"Interesting." Ratchet muttered to himself.

As everyone looked around, Pinkie Pie suddenly popped up in front of the Guardians and the Equestrians and asked, "So, what do ya think? Do you like it? Huh? Huh? Huh?" She was jumping up and down on the spot, repeating herself over and over again.

Twilight giggled and replied, "It looks great, Pinkie."

"Yes," Celestia agreed, standing next to her student, "I've been told that you're quite adept when it comes to throwing parties. Twilight herself as expressed so in her Friendship Reports, and I must admit that I've been curious if the wedding reception was a fluke or not."

Rainbow laughed, "Trust us, Princess, there's no party like a Pinkie Pie Party!"

"Hang on, hang on, hang on a second!" As Tony removed his helmet he looked to the Party Pony and asked, "How did you get this done so quick?"

"Party Cannon."

"I'm sorry wha?"

"Party Cannon."

"That's not an explanation. What..."

"Party Cannon."

Tony just gave her a deadpanned expression before throwing his hands up in frustration, "I give up, that's it." He pinched the bridge of his nose before walking over towards his bar, "I need a drink, and to cash in a favor. This party needs entertainment after all."

As the Armored Avenger walked away, the Guardians and the Equestrians looked at one another before Pinkie shouted, "Well, what are we waiting for? Let's PAAAAAARRRTY!!!"

It was safe to say that the after party was going off without a hitch, everyone was having a good time conversing with one another, laughing together and sharing stories of their adventures with the Guardians and ones prior to that. Music was playing through the main lounge with strobe lights lighting up the night.

The likes of Princess Luna, Black Widow, Rapunzel, Arcee, Rarity, Princess Peach, and Wonder Woman were all sitting down in a circle, with some sitting on the comfortable sofa chairs while others stood up. Princess Luna swirled her glass of red wine around with her magic, clinking the glass against Natasha's, who was partaking in a glass of champagne.

Rapunzel looked down at her glass of wine in wonder, "I've never tried anything like this before."

Luna smirked at the young princess, "Oh trust me, you will love it." She took a sip before continuing, "I too was hesitant to try it when I first returned from the moon, but much like my sister, I have come to appreciate the taste and it has become a sort of delicacy for me."

"So your sister likes to drink too?" Romanoff asked with a coy smirk on her face.

"A little too much if you ask me." Luna muttered to herself as she took another sip.

Rapunzel slowly, but surely, took a small sip of her drink. When the liquid touched her taste buds her face scrunched up at the strong taste. Luna smirked at the young girl while the others laughed, finding the scene quite humorous.

Wonder Woman looked down at Rarity, who was sitting down next to Arcee, and asked, "So is it true that she and her sister can raise the sun and moon?"

"Very much so." Was the unicorn's response. "Although..." She tapped her hoof against her chin in thought. Rarity looked to Princess Luna and asked, "Princess?" Luna stopped drinking and glanced down at Rarity, "If I may ask, if you two are here, who's raising the sun and moon back home?"

Luna finished off her drink before answering, "Worry not! Princess Cadance has been informed on what to do should my sister and I fail to raise our celestial bodies. She has been prepared on how to raise both the sun and the moon, so there is nothing to worry about." She levitated the wine bottle over and poured some more into her glass, "Probably." She muttered to herself, praying that Cadance had followed through on the instructions left behind for her.

As the two Equestrians looked unsure of themselves, Peach and Arcee looked to one another and shrugged before engaging in another topic of conversation.

Over by the bar, Tony Stark was pouring himself a glass of scotch. Now out of his armor and dressed in a casual suit, he reached under the bar and pulled out a glass of beer out of the minifridge. He straightened himself and tossed a beer to Steve Rogers, who was engaged in a conversation between Optimus Prime, Superman, and Princess Celestia.

As the billionaire walked past them, he overheard Celestia saying, "I'm just not sure if it's the right thing to do. I know that she is ready and I know that she has the capability to do great things, but I don't want to just thrust that onto her without warning. I know she's ready for the next step but is it the right thing to do?"

"I guess in a way we all know what that's like." Superman commented.

"How do you mean?" Steve couldn't help but ask.

"Think about it, I am the last son of Krypton and was blessed with these powers due to Earth's sun. I couldn't just stand idly by while innocent people suffer, not when I had the chance to make a difference." He looked to Cap, "You saw a way to help people and, from what you told me, willingly allowed yourself to be tested on with a super serum so that you could help make a difference."

"The Matrix of Leadership was bestowed upon me." Optimus revealed. "It gave me the chance to fight back against the oppression of the Decepticons."

"And you were made Princess of Equestria because of what you could do." Superman said to Celestia. "My point is, when we have the means to make a difference it is our duty to use said means to make the world a better place. If Twilight is as good as you say she is, then she'll understand take the position with grace and honor."

Meanwhile Sonic, Rainbow Dash, Bumblebee, Go Go, and The Flash were having a heated debate.

"No way! I can go so fast that I can run up walls. No way you're beating that!" Go Go boasted confidently.

Rainbow Dash scoffed before flipping around in the air, "Please! I can go so fast that I can create a Sonic Rainboom! Top that!"

"I've ran faster than the speed of light before!" Sonic bragged as raised his arm and opened his hand, 'dropping the mic' with a smirk on his face. "Boom!"

Flash just sat there with a smirk on his face, ready to humble them all. "I've ran so fast that I travelled back in time."

They all looked at one another, their egos brought way down, before looking at the Scarlet Speedster with defeated looks on their faces. "Yeah, you win." They agreed collectively.

Bumblebee was just happy to be there.

As the speedsters continued their conversation, Sonic's train of thought went back to the visions he saw back in Jasper. Truth be told, they had been bugging him for a while, but due to everything that had happened he shoved the visions to the back of his head. As flashes of images relating to the visions flashed through his head, he excused himself and made his way over past the dancefloor, where the majority of Big Hero 6, Mike and Sulley, Woody, Buzz, the other toys, and many others were dancing to the music.

He had to tell someone about this, and he knew just who to talk to.

Tails was busy laughing with Hiro, Tony, Peter Parker, and Ratchet, as Peter had made a joke that actually got a laugh out of them. Granted with them being massive science nerds, they were the only ones who would've gotten it, but still.

"Hey buddy?" Sonic called out to his little brother, who turned around and smiled. "Can I talk to you for a sec?" Miles nodded and excused himself from the conversation.

The two friends made their way to a private corner and talked.

"What's wrong, Sonic?" Tails asked, concern lacing his voice. "Are you not having a good time?"

Sonic shook his head, "No, it's not that, I'm having a blast. It's just that something is bugging me is all."

"What do you mean?"

He took a deep breath, "When we were getting one of the Foundation Elements, the group and I were whammied by a magic spell of some kind. I think I had a vision of some kind, it reminded me of when Tikal first showed me what had happened back on Angel Island."

"What did you see?"

"Um, six shadowed figures standing on a hill on Foundation Prime. A horse-like amulet. And a giant shadow thing looming over us. I don't know what it means exactly, but my best guess is that something bad is gonna happen. I just don't know when yet."

Tails stroked his chin in thought, pondering what this could all mean. "When we head home I wanna run some tests. If something is coming then we should investigate this and prepare." He placed his hand on Sonic's arm comfortingly. "Whatever is coming, we'll be ready for it."

Sonic smiled and wrapped his arms around his brother, "Thanks buddy."

"Anytime."

As the two returned to the party, at one point both Celestia and Luna had walked out onto the balcony of the tower, wanting to get some fresh air. They looked up at the stars with wonder in their eyes, it was hard to believe that the planet rotated around the sun while the moon rotated around the planet. No magic required to raise the sun or the moon, it was quite the phenomena to say the least.

It was a scary thought, to think that maybe someday Equestria wouldn't need them. But it was an eventuality that they would one day face, after all, they would have to retire one day. But that wouldn't be for a while, right? They continued to stare up at the stars together, that was, until they felt a presence around them.

They were not alone.

Upon turning around they were greeted by the visage of their old mentor, Starswirl the Bearded, or at least, an astral projection of him anyway.

"Celestia. Luna." He greeted with a sweet smile on his face, chuckling a little at their shocked expressions. "Look at how much you both have grown. It's enough to make an old pony proud."

Their jaws practically hit the floor upon seeing their old mentor, they had thought him lost forever, but here he was standing before them. "S-Starswirl?" Luna asked in disbelief, unable to grasp at the reality of the situation.

"How is this possible?" Celestia followed up.

Starswirl chuckled before explaining, "I am not actually Starswirl, well I am, but also am not." Upon seeing their confused expressions he elaborated, "I am an astral projection left behind by Starswirl with the purpose of showing the Guardians the path to stopping Talos. The real Starswirl is trapped along with the other Pillars of Equestria in limbo, fending off the Pony of Shadows."

"So that means..."

"That the real Starswirl will have no memory of these events." The astral Starswirl revealed. "He will not even know if Talos was truly defeated."

Luna couldn't help the smile that graced her face, "W-While we are so happy to see you, why are you here?"

"Can't an old pony enjoy a little celebration?" The three of them shared a laugh before the astral projection continued, "No I am merely here to observe," He turned towards the party, eyeing a little unicorn dancing along with her friends. "She has come such a long, long way. It's hard to believe that just some time ago, she was a recluse shut in with no interest in making friends. Now she has just helped save all existence." He turned around to face Celestia and Luna, "She is more than ready to ascend."

"How did you...?" Celestia trailed off as Starswirl held up a hoof to silence her.

"It is written, it is her destiny." Was all Starswirl said. "But the path set before her is not what you think. Twilight Sparkle will be called to answer a higher purpose, one that extends further than Equestria, further than anything seen before. The path laid out for her by the Tree of Harmony has altered greatly, and things will not end up as you predict."

As the projection began to fade, the two alicorns couldn't help but rush forward, "Wait!" Celestia shouted as she charged forward.

"Remember that she is the key." Those were the final words he spoke before disappearing, turning into tiny sparkles that floated upward into the night sky.

Celestia and Luna were at a loss at what just happened, what did he mean? Why was she the key? The key to what? Harmony perhaps? It didn't make any sense. But they had little time to dwell on it as there was a party going on, it would be a mystery that they would solve another day.

"Perhaps we should rejoin the festivities?" Luna suggested, wanting to return to the party.

Celestia gave her sister a small smile, motioning to the party with her head, "You go on, I'll join you in a bit." At Luna's questioning gaze, she added, "I need some time to think."

With a hesitant nod, Luna left the balcony and returned to the party.

Celestia on the other hoof simply turned around and stared into the city of lights with a solemn expression. An expression which turned knowing as she knew that she wasn't alone. "How long have you been standing there?" She asked aloud, knowing that he would answer.

Batman stepped out of the shadows with a stern expression on his face. "Long enough."

The alicorn turned around and faced the Dark Knight, her royal mask returning to her, her expression unreadable.

Batman didn't like that. "I don't know what you're planning, but if Twilight's hurt in any way, I don't care who you are, or what dimension you're in. I will come for you." He threatened as he marched closer to her before getting in her face.

Instead of being threatened, Celestia simply smiled and bowed her head, her eyes closed. "I am so glad that Twilight has made such a loyal friend. One that will always stand in her corner." She opened her eyes and raised her head, "She's lucky to have you." Was what she said before realizing that Batman was already gone.

She simply chuckled to herself before walking back inside to rejoin the party.

Nearby, Twilight was busy talking to her friends, catching up and telling them about her adventures through the Multiverse. Spike listened closely, having been seated on Twilight's back the entire time, his eyes wide with wonder and awe.

"No way! You, Twilight Sparkle, were in a technological marvel of a city, and you didn't take any notes?" Rainbow laughed in disbelief, hovering above the group, holding her belly as she laughed.

Twilight blushed and looked away in embarrassment, "There were bigger things at stake, although I am a liiiittle peeved about it though."

Applejack chuckled as she slung her leg around Twilight's neck, "Sounds like ya had an interesting adventure, Twi."

"I concur." Rarity said with a smile, "I just wish you had more details about what their fashion style was like."

"Or what animals were in those different worlds." Fluttershy whispered.

Twilight simply giggled, "I'm just glad that it's over and that things can finally get back to normal."

"Normal ain't the word Ah'd use." AJ commented, looking around the party. "It seems like we've just entered somethin' a lot bigger than us."

"Ain't that the truth." Pinkie said.

Twilight looked around and couldn't help but agree, just a few days ago she wasn't even aware of the possibility of multiple universes. It was nothing short of amazing at how much her world has changed in such a short span of time. She was chosen as a protector of the Multiverse, a title she wore with honor. And she thought being Princess Celestia's student was a big deal.

She locked eyes with Batman, who was standing off to the side with Robin, talking to the other members of the Justice League. The two stared at one another for a few moments before Batman gave her a small smile and a nod of approval. Twilight beamed at her friend and waved her leg, her smile never leaving her face.

If there was one thing that she was most grateful for in this adventure, it was the friends she made along the way.

And hey, if this never happened, she wouldn't have met her best friend.

So there's that.

The sound of a piano playing caught not just her attention, but everyone's attention. Everyone stopped dancing and talking for a moment and looked towards the stage in front of the dance floor. The smoke machines turned on and smoke enveloped the stage as everyone moved to the dance floor and stood before the stage, wondering what exactly was happening. Twilight looked over to see Tony with a smug and proud expression on his face.

Didn't he say earlier that he was going to make a call to get some entertainment?

She looked around at a few of the Avengers and some of the Justice Leaguers, some who had knowing expressions on their faces.

Did they know what was happening?

The piano stopped and was replaced by the sound of a guitar playing, and the middle of the stage opened up as someone rose up in the smoke. It was a blonde man wearing a black jacket, with a black shirt underneath and a silver chain on his neck. He wore black cargo pants with Nike Air Max's on his feet.

Eminem raised the mic to his lips and began to speak. "Look, if you had one shot or one opportunity to seize everything you ever wanted in one moment would you capture it or just let it slip?" He then took the stage, the strobe lights shining down on him and him alone as the stage ignited.

As he rapped, Twilight couldn't help but bob her head up and down to the beat, finding it quite hard to resist dancing to the song. And she wasn't alone apparently as most of the Mane 6 began dancing to the song as well. What surprised her was how Princess Luna began dancing on the spot, encouraging Rapunzel to join her.

It wasn't long until nearly everyone began dancing along to the song.

As Eminem moved along the stage, he bounced forward when the beat dropped, rapping the rest of the song, bobbing his hand up and down as everyone danced along.

Knuckles' head went up and down along with the beat as Amy and Tails danced around him, with Princess Peach dancing with Mario not far away from them. As the song continued smoke had covered the dance floor and the lights were flashing all sorts of colors.

Twilight was, in fact, not a very good dancer. She flailed her legs around in an attempt to dance along with the beat, closing her eyes and sticking out her tongue in concentration. When Spike's laughter reached her ears, she pouted before continuing to dance.

She had to say that she quite liked this song. Granted it wasn't what she normally listened to, but maybe she would try listening to this type of music when she got back home. She looked around for a moment before Sonic dashed in front of her and began breakdancing in front of her, an ecstatic smile plastered on his face.

The two friends continued to dance, with Sonic lip-syncing the words of the song. Apparently Mobius had their own version of this song as well.

Optimus watched the scene before him with a smile on his face, watching as Bumblebee and Bulkhead busted some moves along with Flynn Rider and Baymax, who was bouncing up and down, not quite sure how to dance. He looked over to see Spider-Man bumping his arm up and down, with Black Widow bobbing her head to the beat.

It was a safe bet to say that Rapunzel was owning the dance floor.

She bounced over to Flynn and spun him around as Sulley and Mike bounced up and down with Woody and the gang dancing on the former's shoulder. Behind them X-PO was flying around, his eye flashing multiple colors as excitement overtook him.

Superman couldn't help but think of Lois Lane, she loved this song. He remembered whenever they were working in the Daily Planet she would start humming this song. The thought alone brought a smile to his face.

He looked over to the left to see Princess Celestia dancing with her sister, this was, after all, probably her only chance to cut loose and have some fun without any of the nobles watching her every move. And dancing around her was Luigi, Toad, Rarity, Applejack, and Pinkie Pie.

Honey Lemon jumped up and down with Fred and Wasabi, with Go Go and Hiro dancing together behind them. They looked up to see Green Lantern create green fireworks that lit up the room. He gave them a two fingered salute before flying around the dancefloor.

Steve Rogers walked over to Tony Stark and slapped him on the back, "You really don't like to be out staged, do you?"

"Nope."

"And how'd you get this to happen?" He asked, gesturing to the performing Eminem.

Tony shrugged, "I cashed in a favor."

Back on the dancefloor, Twilight was having the time of her life. She was currently vibing with the other Guardians, sans Batman and Tony. She bounced up and down with Mario and Sonic, who had beaming smiles on their faces. They turned back around to face the stage as Eminem waved his arm back and forth.

As everyone focused on the performance, Twilight looked over to see Batman leaning against the wall, watching the scene with a smile on his face. It looked like he was moving his head back and forth, but maybe she was imagining things. She gave her best friend a smile, to which the Dark Knight returned, before turning to see Tony strutting across the dancefloor, scotch in hand, bouncing his shoulders as he joined up with the other Guardians.

Eminem was tearing it up, and the crowd was loving it.

Arcee couldn't help but chuckle at the sight of Donkey Kong slamming his hands on the ground in time with the beat, while Ratchet only shook his head at the gorilla's shenanigans. As the song reached the chorus, everyone gathered in the middle and sang along with Eminem, those not having heard the song before picking up on the lyrics as the song progressed.

The stage lit up as Eminem sang the chorus, looking down as Twilight, Sonic, Mario, and Tony Stark danced in front of the stage, huddled together with their arms wrapped around each others necks, singing along to Lose Yourself with smiles on their faces.

As the song wrapped up, cheers erupted throughout the lounge, clapping echoing in the air, and fireworks going off just outside the tower.

Twilight couldn't help but agree with the Real Slim Shady, now was just as good a time as any to lose yourself in the moment, surrounded by friends and family.

After all, you only got one shot.

Sometime later

At some point after the show Twilight had wandered outside onto the helipad just outside of the main lounge. As the breeze moved her mane she couldn't help but take a deep breath, letting a smile grace her face as the wind touched her face. She looked out into the city, New York, the city that never sleeps.

Thoughts of everything that happened rushed through her mind, they had actually done it. They saved everyone, stopped Exiled and Dr. Eggman from misusing the Foundation of all Dimensions. But there was a question that plagued her mind.

What now?

The mission was done, that was it right? Or was there more? Did the Multiverse still need its guardians?

She really didn't want to lose the friends she had made on this adventure.

"Thought I'd find you out here." She turned around and saw Batman and the other Guardians walking up to her, the party dying down behind them. "Needed some fresh air, I presume?"

"Yeah, I guess you could say that." Twilight answered as she turned around to face the city, the others standing beside her, basking in the silence.

"Gotta say, that Pinkie Pie knows how to throw a party." Mario commented with a smile.

"You said it!" Sonic agreed before glancing at Tony, "Nice job on the entertainment."

"It was nothing." Tony took a sip of his scotch, exhaling after the liquid touched his lips.

"So, what happens now?" Twilight asked, gaining their attention.

"What do you mean?" Sonic asked.

"Well, we won, obviously, but now that we've saved the Multiverse and restored the Foundation of all Dimensions, what now? We fulfilled the prophecy and stopped Talos from destroying everything. That just begs the question, what happens now? Does the Multiverse still need its guardians?"

Everyone was silent as they processed the question. Were they still needed? Was there ever going to be as big of a threat as Exiled? Would the Foundation of all Dimensions still need protecting?

"What if we're ever needed again?" Sonic followed up. "If we go our separate ways, how will we come together to stop whatever threat comes our way?"

An idea sprung into Tony's head, "What if we don't?"

"What?" Mario asked, not sure what he meant.

"What if we stayed in contact? I mean you're right, the Multiverse may not need its guardians right now, but it might in the future." Tony explained. "So what if we made a pact, an oath, if you will, to come together every so often, hold meetings and help out one another whenever we can?"

"That's not a bad idea." Batman agreed. "This way if there was a threat over the horizon, we would be ready for them." When they all looked at him, he continued, "We would need a base of operations, in a location that only we could have access to."

"What about Foundation Prime?" Twilight suggested.

"That could work!" Tony exclaimed with a snap of his fingers. "I could use my resources at Stark Industries to rebuild the pyramid, refurbish it into our own base of operations."

"I could help with that." Batman added.

"How?" Sonic asked.

"I'm rich." Batman said with a smug look on his face, winking down at Twilight, who giggled behind her hoof.

"So we're really doing this?" Mario asked, "We meet up occasionally, keep tabs on each world for any threats that may be out there?"

"It's what we were chosen for." Twilight answered, looking to each of her friends. "I never knew nor predicted that my life would end up like this, that I would be one of the chosen ones tasked with defending all of life itself. But I will gladly accept the responsibility and do my best to protect those who cannot protect themselves."

"It's an awesome responsibility." Tony said.

"Hey! We're awesome guys!" Sonic added, giving Tony a high five.

"Nice." Tony nodded before taking another sip of his drink.

Batman gazed out into the city and said, "No matter the threat, no matter the damage, we will always be there to safeguard the Multiverse, to defend it wholeheartedly without hesitation, without question. It's our duty, our promise."

"Amen to that!" Tony raised his glass.

"Y'know, something tells me that this is only the start of whatever path destiny has laid out for us." Sonic said as he rested his left hand on his hip. "And I'm all for it! Bring on whatever challenges you can throw at us, we'll push through and break our limits! No matter what!"

Twilight smiled as she stood alongside her friends, staring up into the night sky with an excited glint in her eyes. "Guys, this is the start of something big." And she couldn't wait to explore the endless possibilities that awaited them throughout their journey. But one thing was for certain, their friendship would last forever, and whatever threat was coming their way, they would prosper.

After all, anything was possible with the Multiverse.

Author's Note

THE END

And with that, that's the end! Holy moly, I can't thank you guys enough for sticking with me throughout this adventure. This project was my passion project and I'm so glad you all enjoyed reading it as much as I enjoyed writing it. These characters mean so much to me and I am so glad to be able to express that through this story.

And after more than a year of work, I can finally say...

Through the Multiverse is completed.

Thank you all so much for the support, and I hope to see you all soon when I release my next project.

Until next time guys, take care.

Epilogue: Some Would Say That I'm The Reverse

Earth 1

One Hundred and Thirty Six Years in the Future

By all means he should be dead, if the Speedforce had its way he would be, but unlike that puny, pathetic force, his source of speed is immune to timeline changes. But not even he could run from this. His own death would catch up to him, he only bought himself a little time after all.

He's running on fumes now.

Death would catch him eventually.

But nobody knows how to manipulate time like him.

He would live. He would prevent what was about to happen.

And they would help him.

His wrist watch turned on, signaling him that it was on its way, on its way to end his very existence. No, he still had work to do, and no zombie speedster would prevent him from doing that.

But even at his fastest he wouldn't have enough time to find it and put it back together. No, he would need them to do the heavy lifting for him. Which meant splitting the spoils with them. As much as he hated that, he had no choice.

It was a matter of life and death.

Eobard Thawne looked at the images one final time before zooming off to begin his mission.

As the hologram began to flicker out, four distinct images could be seen.

The images of Dr. Eggman.

Bowser.

Loki Laufeyson.

And Lord Tirek.

If he was going to prevent what was about to happen, he couldn't do it alone.

No, for this mission, he was going to need a Legion.

Author's Note

To Be Continued

Prologue: Exiled

Equestria

Over One Thousand Years Ago

The thunder boomed in the background, the rain splattered against his cloak and coat, water mixed with sweat as both substances dripped down his forehead. Hoof met ground, splashing the various puddles on the pathway. It's funny in a way, the Everfree Forest never felt so cold before.

It was a new feeling for Starswirl, this sense of dread for what was coming.

The elderly unicorn mage wore a blue cloak with yellow stars stitched onto it with bells on the edges of it. He also wore a blue pointy magicians hat with bells also stitched onto it, with one large bell stitched to the tip of the hat. His most notable feature was his long, white beard. Hence why it was his namesake.

Starswirl panted heavily, he felt so tired from running, but he had no choice. He had to keep moving otherwise the entire realm would be put at risk. If it fell into the wrong hands, then all would be lost. The rain started to become heavier as time went by, making the path ahead all the more slippery and dangerous.

But he would not be deterred, he was Starswirl the Bearded! The greatest unicorn mage Equestria had ever seen, if there was a way to achieve the impossible, then he would be the one to find it. He stumbled slightly as the ground shook from a tremor.

It started out small but then it got worse and worse by the minute. Eventually it got so bad that Starswirl lost his footing and fell face first into a puddle. Groaning as he got back up, he suddenly felt a presence, one that he was familiar with.

The presence of one he used to call friend.

Wiping the mud off of his face, Starswirl moved into a full gallop as all around him, the trees began to fall to the ground. Getting ready, Starswirl ignited his horn and began casting a shield spell as several lanky figures sprung out of the trees, raising their sword like appendages ready for the kill.

These creatures had arms that were disconnected with their entire body, no hands or fingers at all, only sword like arms. Their shoulders were bulky, but their heads pointy like a cone, with a singular red eye in the center of their heads. Their bodies were black, their legs were slim, no feet, just points at the end of their legs.

Starswirl finished casting his shield spell just in time as the creatures swung for his head. Their sword like appendages struck the white shield before the protection spell exploded into a wave of magical feedback, sending the creatures flying through the air and landing on their backs.

The unicorn mage let out a deep exhale before resuming his gallop. He couldn't stop now, he had to keep moving lest he seal the fate of Equestria right then and there. Starswirl kept moving as the presence he felt earlier drew closer to him.

"I have never felt this before. Is this... friendship?"

"This is new to me as well. But I believe that together, there is nothing that can't be achieved."

He felt a twinge of pain as the memories flooded back to him, how far they had come together. How far he had fallen. How Starswirl wished there were some other way to resolve this, but there was little time to think of such things. He had to plant it now.

"I was banished from my home. My ideas and ways of seeing them through were unaccepted by my people. How do I know that this won't end the same way?"

"No matter what, you will always have a home here. You will not be abandoned again."

Starswirl was taken out of his thoughts when he suddenly lost his footing and began falling down a chasm. He grunted as he rolled multiple times before crashing down onto the dirt. Due to the impact, a small, crystalline seed flew out of his cloak and rolled across the dirt before coming to a stop a few meters in front of him.

He slowly got back up to his hooves, dirt and bruises covering his form, and ignited his horn, levitating the seed into the air. He drew it closer and placed it under his cloak before looking around for a place to plant it. Eventually his eyes set forth onto a nearby cave.

Starswirl wasted no time and ran into a gallop once more, making his way into the cave as the presence of his old friend drew closer.

He was close, there was no more time.

Starswirl entered the cave, it was spacious enough so that the seed could grow. Truth was that Starswirl did not know what the seed would grow into, but he had no time to think about that.

It was time.

He moved toward the center of the cave, removing the seed from within his cloak and holding it high in the air. He took in a deep breath before he went to plant it into the ground.

He would have too had it not been for a beam of yellow that struck him in the side, causing the unicorn to cry out in pain. As Starswirl fell to the floor, the seed fell out of his grasp and bounced on the ground a few times before resting where it lay.

Starswirl grit his teeth in pain, yellow electricity crackling around him as something landed just outside of the cave.

He was here.

Metal feet clunked against the ground as the large, imposing figure moved closer toward the downed unicorn. He was seven foot in stature, his armor colored black and grey. His shoulders were bulky, as well as sharp and pointy. Most of his top half was black while his bottom was grey.

At the tip of his hands were glowing, yellow finger nails, crackling with electricity. In the center of his chest was a yellow core, also crackling with yellow electricity. His helmet had three pointy arches on the sides and the middle of the helmet. The front of the helmet was grey while the back half was blacked out. In the center of the helmet was a singular, ocular orb, presumably his eye.

The figure looked down at Starswirl with what could be presumed as malice before he kicked the already wounded unicorn towards the other side of the cave. Starswirl hit the wall of the cave, grunting in pain as small pebbles fell on top of him. Suddenly, a yellow aura surrounded his throat and he was pulled through the air towards the imposing figure.

The figure grabbed Starswirl by the throat and held him close, his singular eye glowing directly in Starswirl's face, "I know you have it, Starswirl. Give it to me. Now." He demanded in a calm and collected tone.

"Nghhh... never!" Starswirl grunted in reply.

The figure didn't say anything, he just sighed before tossing Starswirl across the cave with extreme force. The unicorn tumbled through the air before rolling to a stop just in front of the seed. Thinking quickly, Starswirl tucked the seed under his cloak as the figure walked slowly towards him.

"You know not what you do, Starswirl. The seed is the key to ending my exile. With it, I may finally return home."

Starswirl slowly got back up to his hooves, his horn lighting up with magical power, "Ngh... it is you who does not know what forces you play with, Talos!" He yelled angrily in reply, revealing that the figure's name was Talos. "What you wish to do could very well destroy the entire realm! My home! Your home! I cannot let you do this!"

"Allow me to put things into perspective for you Starswirl. This is not my home, it never was. It was only a means to an end, it was never meant to last. With this seed we can finally accomplish our mission. I can be sent home, I can show you the secrets of the ancients, the weavings of the Multiverse."

Starswirl looked genuinely hurt, he hadn't realized that his friend had fallen so far from grace. "...Talos."

"Talos is no more. You may call me... The Exiled." The newly named Exiled proclaimed before reaching out his large, metal hand, "Come with me, Starswirl. Together we can make things better. We can finally achieve the impossible. Please my friend, consider, see reason."

Much to Exiled's disappointment, Starswirl's gaze hardened, showing that he was not willing to take this opportunity, "If you truly speak of such madness with such conviction... then you truly are lost!"

Exiled lowered his hand before looking away in sadness. His own people had betrayed him when they sent him away, now his one and only friend had turned on him two. His fists tightened as he turned to look at Starswirl with malice and a look of betrayal on his hidden face, "Then let your death be the final word in this world's story."

Quickly casting another shield spell, Starswirl blocked the blast emanating from Exiled's glowing fingertips. The mixture of white and yellow light filled the cave, lighting the darkness brightly. Starswirl struggled to keep the shield up from Exiled's onslaught. He was powerful, but Exiled was an ancient being who was millions of years old, the sheer power that he possessed was hither to undreamt of.

Starswirl's eyes widened in terror as the shield began to crack, "Y-You don't have to do this!"

"If your world must die so that I may return to mine... then so be it."

Exiled increased his power.

The shield shattered.

Starswirl was sent spiraling to the floor.

The unicorn mage coughed heavily as Exiled stood upright and began walking slowly towards him. He knew that Exiled was never going to stop, he was far too deep now. The unicorn sighed, he had prayed that there would be another option. But there seemed to be no other way.

"I'm sorry, my friend." Starswirl thought to himself before slowly getting back up.

Exiled tilted his head in confusion, "What do you hope to accomplish here, sorcerer?"

He didn't respond to the question directed at him, he simply closed his eyes as a scroll suddenly appeared before him. His horn glowed, as did the scroll. There was no turning back now. It was do or die now. Exiled was about to question what his former friend was doing, when a sudden burst appeared behind him.

He turned around and inwardly gasped as a wormhole tore itself into reality. An Interdimensional Breach if you will.

Exiled turned to face the unicorn sorcerer, "Fool, what do you think you're doing?!"

"Sending you to a dead world, the center of the Multiverse. You shall be forever cursed to remain there for the rest of your days, never to leave there, never to return home."

Much to Exiled's horror, the breach began to pull him in. The ancient being planted his feet into the ground, but it didn't do much as he couldn't fight back against the breach's hold over him. He tried moving away from the breach, but it was for naught as he was pulled in.

But he stopped himself by holding onto the edges of the breach, keeping him in this universe. He struggled, but try as he might, he was only delaying the inevitable, "Ngh.... after everything we've been through together.... this is how it ends?"

Starswirl couldn't even look his friend in the eye, instead he just muttered the words, "I'm sorry." before eventually, the interdimensional breach overpowered the ancient being and pulled him through, forever leaving this universe. Once he was pulled through, the portal closed.

The elderly mage exhaled a breath before falling to his back haunches. He let the scroll fall gently to the ground, his magic nearly drained from all the strain it took on his body. He sighed as he said, "I had hoped to avoid this," he looked towards the Seed of Harmony and used what little remained of his magic and levitated it into the air.

On the scroll, it showed certain events that would happen in the future. All of them made no sense to the elderly unicorn, but from what he could make of it, there were destined to be five Guardians of Light that would defend the Multiverse from an overwhelming darkness.

Nopony knew who these 'Guardians' were, but from what could be transcribed, were five symbols relating to the Guardians.

A Starburst.

The Letter 'M'.

The Head of a Hedgehog.

A Glowing Orb.

And lastly A Bat.

Starswirl had a look of determination on his face before raising the seed into the air, "But sometimes... destiny cannot be altered."

He then slammed the Seed of Harmony into the ground.

Through The Multiverse

Written by: Battwell

Author's Note

Welcome to my passion project. This story has been in the works for a long time. This could very well be as big as Tomorrow War. Maybe even bigger.

I will be incorporating my own artwork into this story, yes I have a Deviantart page, I only use it when I have to.

Anyways, thanks for reading this prologue, enjoy the ride!

The Exiled - made by me.

Starswirl the Bearded - credit goes to AndoAnimalia

9. Meanwhile...

Foundation Prime

Exiled's Fortress

"Hey! Let us out of here you jerks!"

Unfortunately, the demands of the rainbow maned pegasus were met with blank stares from the lifeless organisms that were currently guarding her and her friends, ensuring that they would not escape. Not that they ever could to begin with, seeing as soon as they had arrived on Foundation Prime they were surrounded by those strange creatures that took Discord's Statue. Soon enough, they were brought towards The Exiled's Fortress, as were the Elements of Harmony.

The Exiled's Fortress was a sight to behold. It was a metallic, black pyramid, with blue, ancient glowing runes engraved into it. Various blue highlights were also engraved into the massive fortified headquarters. In the face of the pyramid was a yellow orb that was constantly humming with power.

Once they had entered the Fortress, the strange creatures had forced them all into a yellow forcefield so that they couldn't escape. They tried to escape through various methods, such as bucking the forcefield, or hitting it with a beam of magic, but it all ended in failure. The forcefield was made up of pure energy, it was impenetrable.

All the ponies and dragon could do was take note of their surroundings. They appeared to be in a throne room of sorts. It was structured like a long hallway, with a long, dark blue carpet rolled out all across the room. Multiple black banners with strange runic symbols hung upon the walls, with torches lit up by a blue flame placed next to them. At the end of the throne room were stairs leading up to a stone, grey throne with curved spikes on the head, and the arms of the chair.

Things were looking gloomy, and they still had no idea what was going on. Although, Applejack had a sneaking suspicion that both Princess Celestia and Princess Luna knew more than they were letting on. They only became more confused when those creatures brought in more prisoners. It was weird, they weren't ponies at all. Three of them appeared to be anthropomorphic animals, six of them were human, one was a giant gorilla, and another was a tiny creature with a mushroom on its head.

The creatures had also brought in these strange items, they were very peculiar, the ponies thought. Seven Emeralds. An ore of what appeared to be glowing metal. A chunk of green crystal. And finally, a glowing yellow star with beady eyes. These items, along with the Elements of Harmony, were placed on pedestals that were located in the center of the throne room.

After hearing Rainbow's outburst, Applejack simply rolled her eyes, "Rainbow, give it a rest, will ya?"

"Yes, your constant prattling is becoming rather tiresome." Damian commented from his forcefield, which was located just across from the Equestrians.

During their time being captive, the prisoners got to know one another as well as they could given the circumstances. Celestia had already made up her opinion of them during their various interactions. She found Damian to be hollow, devoid of any emotion with little regard for anyone other than himself. He was cold and calculating, which was something Celestia herself hadn't encountered given her multiple interactions with foals and colts.

It was nerve racking.

The Avengers were honorable and full of light. She was especially fond of Captain Steve Rogers, Celestia found his stance on doing what's right to be comforting in these trying times. The Freedom Fighters, or Team Sonic as they were commonly called, were skilled and honor bound to stop their planet from being terraformed into a metallic empire ruled with an iron fist.

Princess Peach and her cohorts had a heroic aura around them. Celestia could tell that they were pure of heart, especially Peach, if they were under different circumstances, she would have sat down and had tea with her, given to how similar they really are.

Except the kidnapping thing. Celestia had no similarity in that regard.

Her attention was brought back to Rainbow Dash, who had zoomed up to the front of the shield and was currently shouting at Damian, who was simply meditating quietly. "Oh yeah? Y'know ever since you got here, you've been nothing but a royal pain in the flank kid! Somepony oughta teach you some respect!"

The Boy Wonder felt a cruel smirk tug on his lips, "And that someone will be you? Please, you wouldn't stand a chance given how you have the mental capacity of a teaspoon."

That set Rainbow off.

"Why you!!!" The sky blue pegasus growled before being held back by Applejack, who had bitten down on her rainbow tail.

"Enough!" The voice of Captain America echoed throughout the throne room, gaining everyone's attention. "We can't be divided now. If we ever hope to get out of here and put a stop to whatever is going on, then we must work together."

That gained a small nod from Princess Luna, "Sir Rogers is correct. We must come together if we have any hope of defeating our enemy."

It was then that Knuckles spoke up, "Look I'm all for teamwork or whatever, but we're not gonna be able to do a thing while we're trapped in these things."

"He's right." Tails agreed as he pulled out his Miles Electric, a small handheld device that Tails himself built, "I've tried isolating the energy signature of these forcefields to try and shut them down, but I've been unsuccessful so far. This energy is foreign to me. It's ancient."

"We've had no luck either." Spider-Man added with a sigh, "From the looks of it these forcefields are made up of pure energy."

"Yeah, my fists aren't doing a thing. And my fists can do just about anything, but when I punched the barrier there wasn't even a crack!" Donkey Kong exclaimed loudly within his groups forcefield, causing everyone inside to cover their ears to prevent them from going deaf.

"Preaching to the choir pal!" Knuckles replied as he raised his fist into the air.

Rarity took a step forward, "Well darlings there has to be something we can do!"

"I'm afraid that there is little we can do, my little pony." Celestia revealed solemnly. Once everyone turned to her, she continued, "The threat we face is very smart, cunning, and ferocious. He is one that will do anything to get what he wants. He has ancient technology and magic at his leisure, and will not hesitate to use them to achieve his goals."

Damian, who had stood up from his seated position and was now leaning against the barrier, replied with a suspicious tone, "You seem to know a lot about who brought us here, your highness."

"Of course she does."

At the sound of that metallic, echoed voice, everyone turned to the stone doors leading into the throne room. There, standing in the open doorway, was the one that had brought them all here. The one responsible for all of this. The ancient being that was exiled from his home.

Talos.

The Exiled.

"We do have history after all." Exiled added before he walked into his throne room, his metallic footsteps echoing throughout the room. As he walked, the creatures under his command knelt before him, showing respect to their master. As he walked past, Talos scraped his claws across the forcefield, causing electricity to spark off from the impact.

He stopped in front of the Equestrians and turned to face them as both princesses walked in front of the group with frowns on their faces.

They simply stared at each other before Exiled broke the tension with a greeting. He turned to the white alicorn, "Celestia: Monarch of the Sun." He then set his gaze upon the midnight alicorn, "Luna: Ruler of the Night." He outstretched his arms, "What a privilege it is to see you once more. You both have aged well in the last thousand years since I saw you last."

"Talos." Celestia sneered, her eyes shrinking to pinpricks.

"That is a name long forgotten." Exiled replied. "You may refer to me as The Exiled."

Luna glared daggers at the ancient being. "We should have known that you would return someday. Although part of me hoped that you would've been smart enough to know that what you desire is not possible."

"Your teacher thought the same, and in a way he was correct. Using the Seed of Harmony wouldn't have had the effects I desired. Instead of sending me home, it would've destroyed your world, and me along with it. But thanks to that incompetent fool Starswirl, he unknowingly provided me with the means for my return."

"How so?"

Exiled chuckled deeply. "Welcome to the center of the multiverse. Foundation Prime!" Both Celestia and Luna gasped in shock while Talos chuckled at them, relishing this moment. "I see you have now grasped the reality of the situation."

Spike, who had been hiding with Fluttershy behind Celestia's foreleg, suddenly popped out from his hiding place and asked, "U-Um... What's Foundation Prime?"

Luna kept her gaze directly onto The Exiled, but responded, "Tis the center of the multiverse. The birthplace of all living things, all living worlds. Starswirl hypothesized that it was the cataclysm that created the great cosmic infinitude that gave birth to the entirety of the multiverse."

"That old fool Starswirl believed he had stopped me by banishing me to this dead world. But in actuality he gave me the very thing I needed to complete my goals. He may have hindered my progress for an eternity, but in the end, I shall get what I rightfully deserve."

"What you deserve is a knuckle sandwich!" Knuckles shouted out, getting Exiled's attention as he turned to face the enraged echidna. "Now let us out of here before we make you!"

"Now someone's speaking my language!" Donkey Kong piped up.

Cap gripped his shield and stared down the ancient being. "As long as we still draw a breath, there will always be hope. And hope will guide us through the darkness, it will help us overcome whatever it is you want. While we still breathe, you will never be able to achieve victory."

Exiled marched over to Cap's prison, chuckling humorously. "Brave words, Captain Rogers. For a lab rat. I am an ancient being older than you could possibly know. You on the other hand are a science experiment, everything special about you came from a bottle." He scathed his claws across the forcefield. "You say that I'll never achieve victory, yet I've come too far and done too much to stop now. Besides your threats mean nothing to a God, Captain Rogers."

"Oh great, another whack job with a 'God Complex'." Black Widow muttered while she rolled her eyes.

Exiled turned to the Russian spy. "To be a God you just have to make those beneath you believe you are. And believe me when I say that I truly am the real deal." He clarified as he leaned forward towards the forcefield trapping the Avengers.

"So what's the end goal here?" Princess Peach asked, enticing Exiled to turn to her dome. "You end your exile and conquer everything?"

Standing upright, Talos set his sights on the princess and replied, "Foolish child. I am not some petty despot craving attention. I am just a lost soul wanting to return home."

"And how do you plan to do that?" Princess Luna asked. "Starswirl banished you here with the means of keeping you here." She reminded the ancient being with a smug smile on her face.

"Yes, I am stuck here on this barren world." Exiled explained before one of his subjects approached him from behind.

Luna tilted her head in confusion, "You're Soulless Ones?" She asked, revealing that these strange creatures that have been following The Exiled's every command are known as Soulless Ones.

All of a sudden, the Soulless One's ocular visor lit up before it began projecting an image of a crash site somewhere on Foundation Prime. There were three survivors, two were robots, and the other was an egg shaped man.

Exiled turned to Luna. "I may be marooned here," he turned towards the projection and gestured to it with his hand, enticing everyone to look at the projection. "But they are not."

Meanwhile

Eggman was not having a good day.

Not only was his plan foiled for the thousandth time, but he was also stranded on some barren and lifeless world with no way of getting back home. His plan was fool proof, nothing could go wrong. He would use the Keystone to call upon the forces of the Ancients to aid him in his conquest of Mobius. But somehow that conniving little hedgehog had ruined everything once again.

And he couldn't use the Keystone either, he had no idea how it worked and he didn't have enough time to analyze it before, you know, due to a rodent problem. So now he was stuck somewhere with no way out. Again. This wouldn't be the first time. His past self came to mind for a moment.

To say that things were bad for the mad doctor would be an understatement.

Could things get any worse?

"Got any threes?"

"Go Fish."

Oh yeah. He was stuck with these two idiots.

"I hate that hedgehog." Eggman muttered before kicking the arm of his now destroyed Egg Colossus.

Seeing at how defeated his boss looked, Cubot leaned in towards Orbot's listening processor and whispered, "Should we add this to the tally?"

"You add anything to that tally and I will disassemble the both of you and reassemble you both into a Washing Machine!" Eggman threatened as he pointed to the both of them.

Orbot and Cubot blinked simultaneously.

Eggman turned and frowned.

"And yes, I can hear the two of you! I'm not deaf y'know!"

Orbot shrugged, "Our apologies sir, we just assumed that because... Well... You are an old fellow, if I'm being honest."

"OLD?!" Eggman bellowed as his face turned red. "HOW DARE YOU!!! I'M NOT EVEN 50 YEARS OLD YET!!!"

"Wow, you've aged terribly." Cubot pointed out like the idiot he is.

Robotnik sighed, why did he put up with these two idiots again? "Just shut up and grab anything of value. We're going to be here a while and we're not going to escape by just standing around."

Suddenly, he felt a vibration of sorts in the palm of his hand. Opening his hand, Eggman saw that his Keystone was lighting up before dimming down once again. It repeated this action while humming softly.

"Interesting. There's still so much that we do not know about this Keystone device, unfortunately I don't have the necessary tools to study it at this time." He mused to himself while studying the Keystone carefully. "Besides, even if I did, the amount of data stored inside of it defies quantification." He chuckled, "But that won't stop me from trying."

Looking upwards, Orbot asked, "Um boss? What exactly is the Keystone doing?"

"I don't know, but we're not going to find out by just standing around here." Eggman replied before marching onward. "Come on! I have a world to conquer and little time. There isn't a moment to waste when plotting for world domination."

"Are we there yet?"

"No."

"Are we there yet?"

"No."

"Are we there yet?"

"NO!"

"Are we there yet?"

"I said NO!"

"Are we there yet?"

"WHAT'S WRONG WITH YOUR EARS?!"

"Are we there yet?"

"LOOK AROUND YOU!!!"

"Are we there yet?"

"WE'RE NOT THERE!!!"

Orbot and Cubot laughed hysterically before high fiving each other, causing Eggman to groan aloud in annoyance. It had been a few hours since Eggman and his cronies had found themselves stranded on Foundation Prime. Since then, the three of them had been wandering aimlessly hoping to find something, anything that could help them in getting home or help Eggman conquer Mobius. The doctor was hoping for a bit of dumb luck in getting both options.

About halfway into their journey, Orbot and Cubot were bored and decided to do what they do best. Not what they were built for, which was for assisting Eggman in whatever he needed, no it was something far better than that.

And what could be better than annoying the living hell out of Eggman?

Speaking of the mad doctor, he was currently massaging his forehead, hoping to prevent a headache from coming on. So far he was unsuccessful. "I swear I'm a masochist," he muttered to himself, wondering why he ever thought building the two of them was ever a good idea.

"Hey boss? Could we take a break? My legs are starting to hurt." Cubot complained.

Snapping his body around to face the annoying robot, Eggman seethed, "YOU DON'T EVEN HAVE LEGS, YOU MORON!!!" When Cubot tilted his head and blinked in confusion, Eggman felt his left eye twitch. "ARRRGGGGHHHHH!!! I CAN'T BELIEVE THIS!!! NOT ONLY AM I STRANDED IN A COMPLETELY DIFFERENT DIMENSION, BUT I HAVE TO PUT UP WITH YOU TWO UNTIL I FIND A WAY OFF OF THIS DEAD PLANET!!! CAN THINGS POSSIBLY GET ANY WORSE?!"

It was then that Dr. Eggman was drenched in rain.

Grumbling in anger, the mad doctor looked up to see a rain cloud hovering right above his head. Which was strange, because not only was this the first sign of actual weather on this planet, but the fact that it was colored pink. What's weirder was the fact that Eggman wasn't even drenched in rain water. Once he tasted the substance that fell on him, Eggman deduced that it was in fact chocolate milk.

"Strange, this is chocolate milk." Eggman muttered to himself before turning to Orbot. "Scan that rain cloud for any properties that would be deemed unusual."

Nodding, Orbot hovered up to the rain cloud and stuck his finger inside of it, scanning it for any unusual anomalies. Once the scan was complete, he hovered back down and said, "Boss, I picked up traces of Sucrose, Glucose, and Fructose. The elements which make up the delicacy known as cotton candy."

Eggman looked up at the cotton candy cloud in confusion, "A cotton candy cloud that rains chocolate milk? That literally makes zero sense!"

"Sense? Oh my dear fellow, what fun is there in making sense?"

Startled by the sudden proclamation, Eggman spun around in circles, looking for the source of the voice. When he found no evidence of anyone besides him and his lackeys being there, he exclaimed, "Who's there? What do you want? Show yourself!"

"Don't mind if I do!"

A flash of light appeared right above Eggman, causing him to cover his eyes so that he wasn't blinded. Once the blinding light dissipated, Eggman gazed upon the form of a certain draconequues with the talons of an eagle, the arm of a lion, a serpentine like body, the head of a pony with one antler and one blue goat horn. He had one long fang hanging out of his mouth, different sized red pupils, a snake's tongue, a goat beard, and white bushy eyebrows. He also had the right leg of a lizard, and the left leg of a goat. In addition, he had a bat's right wing, a pegasus' left wing, a horse's mane, and a dragon like snake's tail with a white tail tuft.

Discord let out a hearty laugh before leaning back to crack his back. "Ooooh, that felt goooood. Let me just say that being trapped in stone makes everything so stiff! I feel like an aged grandpa with how stiff my body feels, although considering my age it makes sense, but I digress."

Eggman stared at the draconequues in pure confusion before stuttering out, "I... Wha... How.... I HAVE SO MANY QUESTIONS!!! Who are you? W-What are you?!"

Discord let out a loud gasp before leaning forward in a mocking bow. "How rude of me! Allow me to introduce myself!" He said before disappearing with a snap of his talons. A much smaller version of him then reappeared on Eggman's right shoulder. "I'm Discord! The Spirit of Chaos and Disharmony." He vanished in a flash of light a reappeared in front of Eggman, eyeing him curiously. "And who might you be good sir?"

The mad doctor grinned, he always loved talking about himself, "Doctor Ivo Robotnik: The greatest scientific genius in the world! But call me Eggman."

Discord snickered at the name, "Eggman? I mean I get why you called yourself that, given your... Physique." He quickly summoned a mirror that made Eggman appear larger than he already was before snapping it out of existence. "But why would you call yourself something so... Non threatening?"

Eggman frowned, "It was Sonic who named me 'Eggman'." He revealed before chuckling cruelly, "Except the joke's on him! I embraced the name! I made it my own! His mockery is now a name feared across the ages!"

"Sonic, you say?" Discord muttered curiously. "What is that? A fast food chain?"

Eggman's face turned from one of pride to one of pure, raw hatred. "Sonic is the name of an insolent hedgehog who constantly sticks his nose where it doesn't belong. He constantly ruins my ingenious schemes for world domination, all the while boasting while doing it! If it wasn't for him, the world would be in the palm of my hand right now. In fact it's because of him that I'm trapped in this lifeless dimension!"

After hearing the explanation, Discord's eyes shot out of his head, literally, as he came to a realization during Eggman's rant about his arch enemy. "You're a villain too?!"

"Yes? Why?"

Discord looked at his talons with a smug expression on his face. "Well I don't like to brag, but I too delve into the nefarious schemes of villainy."

Eggman looked on with wide eyes, "You're kidding?"

Discord grinned, "Picture this." He then snapped his talons, blinding the mad doctor in a flash of light before reappearing on a wooden stage, hovering over as he puppeteered various wooden puppets of his enemies. "A thousand years ago, I appeared in the land of Equestria, looking to have some fun. A few floating buildings here, a few winged bunnies there. It was a paradise."

As he told his tale, Discord puppeteered a puppet of himself sitting on a throne on a hill while various buildings and other objects floated around him. "Until those sourpusses, Celestia and Luna ruined everything! With their constant preaching of magic and friendship! Blech!!!" He continued in a dark tone as two puppets of Celestia and Luna floated over towards Discord's puppet. These puppets had googly eyes with mops for manes and candy canes for horns. "They then blasted me with their McGuffins, the Elements of Harmony, and trapped me in stone for a thousand years!" He explained as various stones made out of paper floated around the alicorn sisters and proceeded to blast Discord's puppet, sealing it in stone.

"Anyway, a thousand years later I was released! Looks like that old windbag, Celestia, lost her connection to the Elements due to her sisters temper tantrum. I was free to spread chaos around all of Equestria!" He proclaimed as his puppet self was freed from stone. "But then as it turns out, there were new Element Bearers waiting to ruin my fun!" Suddenly, puppet versions of the Mane 6 appeared before puppet Discord, with a certain unicorn standing front and center. "I broke them apart by making them the reverse of what they stood for." And with a snap of his puppet talons, the Mane 6 turned grey and split apart. "All except for one." Discord practically growled as color returned to Twilight Sparkle's puppet.

"Twilight Sparkle. She reunited her friends and used the Elements to blast me back into stone!" He yelled angrily as puppet Discord was blasted back into stone. With a snap of his talons, the stage disappeared except for Twilight's puppet, who appeared in Discord's paw. "That little unicorn humiliated me! Me! The Master of Chaos! Nopony beats me and gets away with it! When I return to Equestria I'm going to make her wish I simply broke her friendship apart! She'll wish she'd have never been born!" He declared as he crushed the Twilight puppet in his paw. He panted for a few seconds before discarding the remains of the puppet and returning to his goofy demeanor. "And that's my story! I've been thinking of turning it into a biography." He said as he held up a book with him pondering on a chair in front of a fireplace with a purple robe around him.

Eggman, who had been listening to his tale, pondered for a moment before asking, "But how did you get here?"

"What most ponies don't know is that I am completely aware of what transpires around me while I am encased in stone. A few strange creatures appeared around me before I was dropped into a portal. Next thing I know the seal around my statue is broken and I'm freed."

After processing that information for a moment, Eggman smiled devilishly as an idea popped into his head. "You know Discord, we could help each other."

Discord leaned in and smiled, "I'm listening."

"If we work together, we could find a way to get out of this lifeless dimension and use our combined intellect to defeat our enemies, and conquer our worlds!"

Discord grinned as he rubbed his mismatched hands together mischievously, "Oh, a classic villain team-up! I like the sound of that!" The draconequues extended his talon towards the evil human, "Put 'er there, pal!"

Eggman chuckled as he accepted the handshake, forming this alliance was the perfect way to get out of here and have more than one world under his belt. The handshake concluded between the two before Discord snapped his talons, hoping for something to happen. When nothing happened, he snapped again. Once more, nothing happened.

"Is something supposed to be happening?" Eggman asked.

Discord continued to snap his talons before answering angrily, "I don't get it! This is supposed to make a portal so that we can get out of here! Why! Isn't! It! Working!" He asked as he snapped his talons. "This doesn't make sense!"

"I thought not making sense was your specialty." Eggman pointed out.

Discord rolled his eyes, "Okay, smart guy. What's your take on this?"

"It might have something to do with this dimension." Eggman surmised before pulling out his Keystone. "But I propose a different solution. We find out what's causing my Keystone to do this," he pointed to the blinking artifact in his hand before continuing, "and we may just find a way out of here."

Discord, stroking his goat beard, nodded in agreement. "That's as good a plan as any. Lead on, genius extraordinaire Dr. Eggman of... Wherever you're from!"

Eggman grinned, "It would be my pleasure, most chaotic and exotic Discord of Equestria!" He then looked to Orbot and Cubot, who had been hovering there this whole time. "Alright you two! Move it or lose it!"

"Who are they?" Discord asked as he pointed to them with his thumb.

"Annoying rust buckets I should have dismantled a long time ago." Eggman responded before walking ahead of the group. "Now let's go! We have worlds to conquer!"

1 Hour Later

"Got any fives?" Cubot asked a certain draconequues, who had joined in on their game of 'Go Fish' to pass the time.

Discord stroked his beard before replying, "Go Fish." He pulled out a blue fish from behind him and hurled it at Cubot's head, enticing Orbot to laugh at his friend's misfortune.

Eggman, who had been leading the group ever since he met the Master of Chaos, grumbled in annoyance. To be honest he had expected Discord to take this a little more seriously, but even though he had the maturity of a six year old, his abilities would be of great use to him and his quest for world domination.

It was then that he felt something slither along his shoulders. Looking to his left, he saw the head of Discord, who's whole body was sprawled across Eggman's shoulders. "Soooo are we there yet?" He asked, knowing that it would get a reaction out of his new ally.

"Oh, don't you start now!" Eggman warned as he shoved the draconequues off of his shoulders.

Said Spirit of Chaos suddenly popped up from the sand with a slick black haircut wearing a denim jacket. "Come on Eggy, you need to relax and be cool. Being all grumpy will get you nowhere, you need to see the fun in things."

"The only thing I'm seeing right now is a certain someone not taking this seriously enough." Eggman shot back, not exactly liking Discord's care free attitude. "There are certain moments where you can be 'cool' and 'relaxed', but now is not one of them!"

"Excuse me? Boss?" Orbot piped up, trying to get Eggman's attention.

Discord, now having ditched his attire, frowned back at the doctor. "Oh please, you wouldn't know how to be cool if it hit you in the face."

"Uh boss?" Cubot tried, but failed to get his attention as well.

Eggman folded his arms disapprovingly, "Well at least I know when to take things seriously. The entire time I've known you, you have mainly goofed around instead of helping me locate a way to get out of here! If this is going to work, we need to take this seriously, not act like some villain out of a children's cartoon show!"

"BOSS!!!" Both of his henchbots screamed simultaneously, getting the attention of both of them.

"WHAT?!" Both Discord and Eggman shouted, having grown tired of their constant interference.

"INCOMING!!!"

Both villains turned around and stared wide eyed as a fireball flew right towards them. Discord summoned an umbrella and used it as a shield while Eggman ran away, screaming like a little girl. The fireball hit Discord's umbrella, the resulting impact sending the draconequues flying right into Eggman, sending them both crashing down into the sand.

Turning around and looking down in the distance, both villains saw a giant turtle stomping right towards them, with fire emerging from his enclosed maw. His stomps shook the ground with each step he took, the King of the Koopas growled, causing more smoke to emerge from his mouth.

Bowser stomped over to both villains, anger clear in his demeanor. He had just lost to Mario once again, which had cost him the love of his life, Princess Peach. To say that Bowser was angry would be the understatement of the century.

"Where is she?" Bowser growled deeply as he loomed over the two villains.

Orbot and Cubot were currently hiding behind both Discord and Eggman in an effort to protect themselves from Bowser's fury. Discord rolled his eyes, literally as he plucked them from his eye sockets and rolled them to Bowser's feet.

Looking down, Bowser saw that the eyes had developed mouths which asked, "Who's she?"

Slightly grossed out, Bowser shook his head before glaring at Discord and Eggman, "Don't play games with me! Last thing I remember was being dragged into a portal, with my Peach being dragged in after me. You two are the only guys I've seen since I got here. So I'll ask once more. Where is she?"

Eggman raised his hands in a gesture for the Koopa to calm down, "Woah woah! How would we know, we don't even know who you are!"

Bowser cracked his knuckles, "Fine. If you won't tell me where she is, then I'll just have to-." Whatever he was going to say was cut off by Discord.

Who summoned a giant pink, frosted, sprinkled cupcake in mid air, causing it to land right on top of Bowser. Groaning in pain, the Koopa King popped his head out of the base of the delicious treat as both Eggman and Discord walked over to him.

"Now, shall we try this again?" Discord asked while patting Bowser on the head with his lion's paw.

Confused, Bowser looked at the two villains curiously before asking, "Okay, what's happening here? I ain't getting hero vibes from you two dorks."

The both of them looked deeply offended at the assumption, what with Eggman looking disgusted and Discord gasping dramatically. "That's because we're not heroes! To be assumed as such is greatly disrespectful to our villainous status." Eggman informed the confined Koopa.

"So, who the heck are you guys?" Bowser asked.

Discord zipped forward, shoving a business card into Bowser's mouth, "I'm Discord: Spirit of Chaos and Disharmony. Here's my card."

"Dr. Eggman: The greatest genius you'll ever know." He introduced as Bowser spat out the business card.

"So, who might you be?" Discord asked the Koopa.

Bowser smirked before bursting out of the cupcake, the resulting explosion sent frosting everywhere. "The name's Bowser. King of the Koopas! Soon to be ruler of the world and soon to be husband to the lovely Princess Peach."

Both Eggman and Discord looked to each other and shrugged at that last statement.

"So, you guys are villains too huh?" He asked as he wiped frosting off of his shoulder. When they both nodded, he added, "So when you guys come up with an awesome plan, does it always get foiled by do-gooders who don't know how to mind their own business?"

"Oh yeah." Discord answered.

"Absolutely." Eggman responded.

It was then that Bowser grinned evilly, "Say, what if we all teamed up? Together, we could crush those pipsqueaks that stand in our way, and conquer not one, not two, but three worlds! Together, there would be no losers left to oppose us!"

"Well what a coinkydink! We were just planning on doing that ourselves!" Discord revealed with a gleeful smile.

Eggman stroked his moustache, "We could use the extra man power." He mused before offering Bowser a hand in partnership. "What do you say, Bowser? Want to join us in conquering three worlds and destroying all our enemies?"

Bowser gladly accepted the handshake. "I'd have to be an idiot to say no to that!" Once the handshake concluded, Bowser got all giddy and said, "Oh ho, once I have three worlds kneeling before me, Peach will have no choice in accepting my hand in marriage!"

But suddenly, appearing all around them were seven portals which caused the villains to back up. From the portals emerged six Soulless Ones and one Soulless Commander. They surrounded the villains from all sides, making it impossible for them to escape.

Bowser leaned in towards Eggman, "Uh, these guys with you?" When Eggman shook his head, the King of the Koopas gulped nervously. When Discord snapped his talons to try and get them out of there, he found out that his abilities were not working once again.

Just his luck.

The Soulless Commander pointed its blade like arm at the trio of villains and the two robot lackeys. "You have been summoned. You will come with us accordingly, or you will all face execution."

The villains gulped nervously but nodded all the same. They hated to admit it, but these strange creatures were probably their best chance at getting out of here. They just had to play along.

For now.

Sometime later: At The Exiled's Fortress

"I gotta be honest here. This fortress is truly impressive." Eggman complimented as he and the other villains were being escorted into the throne room. What was weird was that the Soulless Ones hadn't uttered another word since they had located the villains. It was unnerving to say the least.

Bowser pouted and grumbled, "My castles are cooler."

The doors opened, revealing the throne room and its contents inside. But the makings of the throne room wasn't what stunned the trio of villainy. No. It was the fact that their enemies were right there, trapped with nowhere to go.

Discord grinned like a kid in a candy store when he saw Celestia and the Element Bearers. Plus Spike.

"Yoo Hoo!!!" The draconequues shouted, getting the Equestrian's attention.

"DISCORD?!" The ponies and dragon all shouted at once.

Said Spirit of Chaos teleported over to the forcefield to gloat at his enemies' predicament. "Well, well, well. If it isn't Sun Butt and the Bearers of the Elements of Harmony. But what's this? No Elements in sight?! Oooh, this is just too good!"

"Discord?! But how?!" Rainbow Dash was clearly confused as to how the draconequues was freed from his prison.

"Ah thought he'd remain trapped in that statue we put 'im in." Applejack thought before turning her head up to Celestia. "How'd he manage to break free, princess?"

But instead of the usual wisdom Celestia had at her disposal, all she had were the same questions the other ponies had. "I-I don't know, my little pony."

While Discord continued to gloat to his Equestrian enemies, Eggman walked over to the Mobians with his hands behind his back, watching them with an evil smile. "Well isn't this a nice surprise. Team Sonic, here, helpless, right in my clutches!"

Amy rolled her eyes, "Keep dreaming, Eggman."

"Yeah, once we get outta here, we're gonna send you flying into next week!" Knuckles threatened as bumped his fists together.

"But how will you do that?" Eggman asked condescendingly. "I'm out here. And you're in there."

Meanwhile, Bowser was kneeling in front of Peach, professing his love to her. "Oh Peach, my darling. Here we are again, me, asking for your hand in marriage. You, standing there looking as beautiful as ever."

Peach gagged at the kneeling Koopa. "Oh get over yourself."

Bowser frowned as he stood back up, turning to see something that made his jaw fall to the floor. There, on a stone pedestal, was the Super Star. "T-The Super Star?! How'd that get here?!"

Eggman and Discord turned to see the various items on display.

"Not only that, but the Chaos Emeralds are here as well." Eggman commented.

"As are the Elements of Harmony." Discord added.

Bowser turned to the other villains with confusion written all over his face. "But I don't get it. What are they all doing here?"

"They serve a purpose." A chilling voice answered, causing the three villains and the two lackey bots to turn towards the throne. There, sitting there with his fingers interlocked, was The Exiled. "As do all of you."

Bowser folded his arms as the other two villains walked over to stand next to him. "And just who the heck are you?"

"You may call me Exiled. I am pleased to make your acquaintance, King Bowser."

"How do you know my name?"

"I know all of your names." Exiled revealed before standing up from atop his throne. "Dr. Ivo Robotnik. Discord. I know all about you. Who do you think brought you here?"

Not liking the fact that this guy knew so much about all of them, Eggman frowned and asked, "So you brought us here? Why? Why are we here? Why are the Emeralds here?"

Walking down the stairs leading to his throne, Exiled explained, "These various items are known as Foundation Elements. It is said that these items have existed since the dawn of time. Each Element has been scattered across the various dimensions in the multiverse. With all of them gathered together, they will unlock the secret to the multiverse's existence. The very thing that will grant whoever unlocks it complete and utter control over every dimension in the multiverse."

On the outside, Eggman looked calm. On the inside however, he was ecstatic! This was it! The very thing he needed to finally beat Sonic and rule not only his world, but all worlds.

Discord however, seemed bored as he yawned into his lion's paw. "Okay, so what does that have to do with us?"

Exiled continued explaining, "I am forever bound to this dimension. I cannot gather the Foundation Elements for they exist outside of this dimension. But you can. You can gather the Elements and bring them here. In exchange, I offer you each a piece of the multiverse when we're done."

And with that, both Bowser and Discord were sold on the idea. Bowser could rule any world he wanted, while Discord could cause all amounts of chaos in various worlds. Eggman on the other hand, felt like something was off. Like he wasn't getting the full story here. Of course he would play along for now, only so he could get what he wants in the end.

Suddenly, a portal opened up beside the Foundation Elements. Then Dorothy and her friends came flying through, landing on top of one another and groaning in pain. When Dorothy looked up, she screamed as Exiled loomed over her menacingly.

"My dear, you will not be needing those Ruby Slippers any longer." He informed the girl as his claws lit up, as did the slippers on her feet. Then out of nowhere, the straps on the slippers snapped, making it easy for them to be removed. Once Exiled placed them on a stone pedestal, he used his telekinetic abilities to shove the group of friends into an empty forcefield. Once it was occupied, Exiled looked to the villains and asked, "Now who's in?"

Bowser chuckled deeply as he responded, "Count me in!"

Discord snapped his talons and suddenly, a sign appeared in his hands that read, "GO TEAM!" confirming that he was in.

Eggman thought for a moment before nodding in acknowledgement.

Exiled chuckled darkly before revealing his Keystone, making Eggman gasp in shock, "Behold, the Keystones. Each of them capable of harnessing a different power for the user to wield. You hold the Power Keystone. Which allows the user to enhance any weapon exponentially. Allow me to show you the powers of the one I wield."

He held up his Keystone as it shot out a laser, creating a portal out of thin air. The villains and the captured heroes looked on as two silhouettes made themselves know inside of the portal.

Exiled turned his head to the villains, "Gentlemen, meet your allies. For there shall be more to come in this endeavor. There is plenty of worlds and power to go around. Why not share it? You four aren't the only villains in the multiverse you know."

There, inside the portal was a man with an extremely large head sitting in a chair. And standing next to him was a clown, with a smile that sent chills down everyone's spines. No-one knew what was going to happen. But one thing was for sure, nobody in that room would ever forget that haunting laughter.

Pinkie, who was understandably terrified, shook her head, "T-That's not laughter. That's not laughter at all..."

12. Springfield (Part 3)

Earth 1989

Springfield

"Let's get readyyyy to tango!!!" Joker announced as he slammed his fist on a big blinking red button, activating the missiles on the back of the Big Arms. The missiles were launched from the mech's jetpack, flying towards the remains of Mr. Burns' office.

Sonic's eyes widened in alarm. "Those are homing missiles! Move!" The blue hedgehog took his own advice and dashed forward while the other heroes split apart.

Iron Man took to the skies.

Batman grappled away.

Twilight teleported.

Mario leapt to safety.

As the missiles collided with the floor, Joker laughed as he moved the Big Arms forward, anticipating Sonic's incoming attack. The blue hero curled up into a ball, spinning around with his incredible speed. But Joker simply backhanded the hedgehog back onto the ground.

Iron Man, seeing his ally rolling across the red carpet, flew forward to meet the Big Arms head on. The mech dashed forward, rearing back its arm to throw a punch. Once the two meet, Tony tried hitting The Joker and his mech with a Unibeam, but he had no time as Joker sent the billionaire hurdling back down onto the floor with a mighty punch.

As Tony landed on the ground, Twilight and Mario charged forward towards the edge of the roof. But the Big Arms sent them flying back as it shoulder charged the roof with such force that it shook the entire building. As they rolled to a stop, the mech raised a fist into the air before bringing it down with an intent to squish the two fallen heroes.

But they were saved just before the fist smashed down onto the roof by a certain hedgehog, who dashed over to grab the two of them in just the nick of time. Looking over to the hedgehog, Joker laughed as he dashed forward, the flower in the center of the mech spinning around at high speeds.

Seeing that Joker was headed right for him, Sonic made a break for it, dashing around the office as the Big Arms chased right after him.

"Stop me if you've heard this one!" Joker quipped as the flower began spraying his Joker Toxin.

Sonic picked up the pace, staying just ahead of both Joker and his deadly toxin. He kept the villain distracted as Batman helped Tony up to his feet, allowing them to come up with a plan to stop the insane monster piloting the Big Arms.

Once the toxin ran out, the flower stopped spinning, giving Sonic the opportunity to turn around and charge straight for the mech. He leapt into the air and hit the cockpit with two Homing Attacks, damaging the mech slightly. Once Sonic landed, he quickly sidestepped to the left as Joker brought down a hand to crush the hedgehog.

He then ran circles around Joker, creating a blue tornado that hindered the clown's vision, so he could give Twilight and the others the chance to inflict some damage to the mech.

Twilight fired a beam of magic at the Big Arms, striking it in the back as Iron Man hit the front of the mech with a Unibeam. As Joker spun around in circles, Mario leapt into the air and kicked the side of the cockpit, sending the clown down onto the ground. As he tried getting back up, Joker saw Batman gliding right towards him, intending on smashing through the cockpit glass to bring the pain.

But what they didn't know was that Joker wasn't done just yet.

He was just getting started!

Pulling down a switch inside the mech, Joker tapped into the Power Unit that was now powering the mech, and released a pulse of energy that sent all of the heroes flying backwards. While the likes of Mario, Sonic, and Twilight rolled to a stop at the edge of the rooftop, both Batman and Iron Man fell off the building.

Activating his thrusters and rocket boots, Iron Man launched himself upward to get back into the fight whereas Batman spread out his cape, gliding away from the building before using his momentum to glide himself upwards to land on the building.

Once the heroes were back in the fight, Joker hovered himself to the edge of the office as multiple blue portals appeared, hovering just above the floor. From within the portals, waves of Joker's Goons and Soulless Ones fell down and landed on the floor.

"In ya come, boys!" Joker ordered as he used the Big Arms' arms to wave, motioning for them to join the fight. "I've softened them up for ya!"

The Soulless Ones dashed forward.

Joker's Goons rushed along with them.

Batman took out his Grappling Hook and fired it at the chest of a Joker Thug. Once attached to the thug's chest, Batman zipped forward and kicked the criminal in the face, knocking him down. He then threw two Batarangs at a thug and a Soulless One, knocking the two of them down as well.

Iron Man flew forward, tackling a Joker Thug and throwing him into a Soulless One. He then stomped his feet onto the floor, skidding to a stop, and fired two Repulsor Blasts at two Incoming Soulless Ones. Once they were knocked down by the projectiles, Tony used his thrusters to backflip over a thug who swung at him with a crowbar. Once he landed behind the thug, Tony waited for him to turn around before he backhanded him to the floor.

Sonic dashed forward and slid on the floor, taking out the legs of a Joker Thug. Once the thug was sprawled out on the floor, Sonic curled into a ball and bounced upward. Uncurling, he saw that a Soulless One leapt up into the air, hoping to intersect him. The hedgehog smirked before spin kicking the robot in the face, sending it back down and knocking down another Joker Thug.

Mario dodged left and right, avoiding the crowbar meant for his face. The thug swung again, but this time Mario caught the weapon and pulled it out of his grasp. The plumber then jumped into the air, stomping on the thug's head, and threw the crowbar into the visor of a Soulless One, taking it out of the fight.

Twilight used her magic to levitate a Joker Thug into the air and then proceeded to throw the thug into two Soulless Ones, sending them both rolling across the floor. She giggled before galloping towards the Big Arms, which had been hovering at the edge of the roof.

"Well what do we have here?" Joker asked with an arched eyebrow. "Looks like the little horsey wants to tackle with the Big Leagues! Hah! That's cute and funny!"

Twilight frowned, "You're going to regret underestimating me."

Joker laughed even harder. "Oh, am I? Puh-leeze! I've been watching you fight my goons, if you could even call what you're doing fighting. All you seem to do is fire beams from that horn of yours. It seems to me that you've never actually been in a fight before, have you?"

And with that, Twilight's confidence shattered. It seems that she underestimated him. Joker was smarter than she thought, considering that he was a literal clown. He was right after all. She tried fighting Nightmare Moon and failed. She never even fought Discord, or Queen Chrysalis. She wasn't even there when King Sombra was destroyed, she was trapped in the crystal tower.

She didn't even know any Combat Spells, and Joker knew that.

Joker then proceeded to mock her. "You've never been in a fight before and you want to start with the 'Big Dog'? Ahahahahahahaha!!! That's funny! The little unicorn who looks like a children's show character wants to fight me! The Clown Prince of Crime! Ahahahahahaha!!!"

Twilight's ears sprawled to the back of her head in shame. Tears began welling in her eyes. He was right. She wasn't a hero like the others. What business did she have being here amongst those who could actually save the multiverse? She was just a regular librarian who wanted to hang out with her friends.

As she doubted herself, Joker continued mocking her. "Aw, what's the matter? Only just realizing what a loser you are? In what world did you think that you could beat me? I'm The Joker for crying out loud! You think you belong here with the likes of Batsy? The fact that you thought that you were ready for me makes me sick! Well don't worry, Uncle Joker will make it all better. Hehehehahahahahahahaha!!! AHAHAHAHAHAHAHAHAHAHAHAHA!!!!"

Joker raised a fist over the sad unicorn, ready to make her the next Jason Todd. But just as he brought down his fist, Sonic dashed in and hit the cockpit with a Homing Attack, which sent the mech flying back.

Twilight continued staring at the floor as Iron Man flew over her and Mario dashed past her, wanting to join in the fight. She couldn't blame them, they were heroes, they had a job to do. They didn't have time to worry about a neurotic unicorn who would only get in the way.

She inwardly gasped as she felt a hand touch her shoulder. Turning her head slightly, she saw that Batman was kneeling beside her with what could be determined as a worried expression on his face. It was hard to tell due to the cowl.

"Twilight, we need to move." Batman said sternly.

Twilight closed her eyes in sadness, "You go on ahead. I'll only get in the way." She turned her head away from the Dark Knight. "Joker's right. I don't belong here, fighting with you guys. You all have something special about you, you're all heroes. I'm just a... Unicorn."

Batman stared at her for a few moments before speaking. "Twilight, I don't know much about you, other than what you've told me. But from what I've seen, I can already tell that you belong here. Now each of us were chosen for a reason, we don't know why yet, there's more at play here. But I know that you are strong. You are an Element Bearer. You are a hero, even if you don't see yourself as one. You belong here just as much as the rest of us. You have a genius level intellect, a heart of gold, you're one of the kindest people I have ever had the pleasure of meeting. Don't let Joker take that away from you. Now are you going to just sit there, or are you going to prove him wrong?"

Twilight stared at the dark hero slack jawed, she never knew that he could be so compassionate. She sniffled before tackling Batman in a tight hug. He was right! She did belong here! She was a hero! A protector of Equestria! The Element of Magic! The Student of the Sun! She wouldn't let some bully like The Joker take all that away from her.

She pulled back and gave Batman a kind and genuine smile as she wiped her nose with her foreleg. "Thank you." She whispered.

Batman nodded, "You're welcome." He then got up to his feet and turned to face the ensuing battle that was currently going on in front of them. "Now let's go. We have work to do."

Twilight nodded as she got up to her hooves, it was time to finish this.

The two of them rushed forward as Joker backhanded Sonic right into Mario, sending the two of them rolling across the ground. Joker turned and smiled at his greatest enemy. "Ah, Batsy! So glad you could join us! Ready for Round 2?"

The Big Arms then released a pulse of energy that sent everyone sliding back.

Time for the next round.

"Now or never!" Sonic shouted as he led the charge against the Big Arms.

Joker laughed as the right hand of the mech was engulfed in a yellow light. Once he slammed the fist onto the floor, various spaces on the office floor began flickering in and out of existence.

"What the hay?!" Twilight cried out as she skidded to a stop just before the faded out space in the floor. She put her hoof through the floor, only to find that it phased right through it. She gasped and retracted her hoof in fright. "Guys! He's made the floor intangible! Be careful not to fall through it!"

"Thanks for the tid-bit!" Tony thanked before taking off into the air. He then boosted forward, firing missile after missile from the launchers on his shoulders. Joker chuckled before making the Big Arms intangible, allowing the missiles to phase right through him. Tony halted his movements before commenting, "Huh. That's new."

Joker then charged forward, un-phasing just as he threw a punch directly into Iron Man, sending the billionaire spinning through the air. He then looked down as Mario and Sonic dashed toward him. He slammed his fists onto the ground, unintentionally allowing Sonic to run up his arm while Mario jumped into the air.

Sonic curled into a ball and zoomed up the arm of the mech.

Joker growled, "No fair!" before making the mech intangible once more, causing Sonic to fall right through the mech. The same happened to Mario as he jumped right through the mech as well. The Clown Prince of Crime cackled as he un-phased the Big Arms.

But he suddenly fell forward as the mech was tugged by an unknown force. Getting back to his feet, Joker saw that the Big Arms was being held in a magical grip. Specifically Twilight Sparkle's magical grip. She gave the clown a sly smirk as she darted her eyes upwards, enticing him to look.

When he looked, his eyes widened as Batman glided through the air until he smashed right through the window of the cockpit, shattering the only thing protecting Joker from him. Once he was inside, he stood in front of his lifelong nemesis and glared hatefully at him.

"It's over, Joker." Batman snarled at the clown.

Joker was stunned for a moment before he began to laugh. A knife slid out of his sleeve and fell right into the palm of his hand. He looked to Batman and replied, "Over? Why my dear, delusional Dark Knight. It hasn't even begun." He then ran forward and swung his knife at Batman's head.

Batman ducked under the knife and punched Joker in the gut, causing the clown to hunch over in pain. He then grabbed Joker's shoulders and kneed him right in the nose, causing the villain to stumble backward. Joker shook his head before tossing the knife away and taking out a gun from his jacket pocket.

He laughed maniacally as he shot at the Batman.

Batman moved and ducked under every shot, making his way closer to Joker. Once he was close enough, he spear tackled Joker to the ground, causing the clown to lose his grip on his gun. He then grabbed him by the collar of his jacket and brought him to his feet.

The Dark Knight then shoved Joker into the console of the Big Arms. "The mech! Where'd you get it?!" He demanded to know.

"What? You want one?" Joker asked before scoffing playfully. "Copybat!" He then sprayed acid from his flower, hitting Batman in the shoulder.

Stumbling back and clutching his shoulder, Batman saw Joker rush towards him. He was quick enough to recover and kick him right in the chest, sending the Harlequin of Hate crashing back into the console behind him. This damaged the console greatly, as sparks of electricity shot out of the console.

On the outside, the Big Arms wasn't looking so good as sparks of electricity crackled out of its arms and other parts of its form. Twilight, already knowing that the plan was working, looked to Sonic and yelled, "NOW! TAKE IT DOWN!"

Sonic chuckled before curling into a ball and shooting forward, tearing right through the middle of the mech. Once he blasted through the machine, it began to explode.

Batman slammed Joker's head into the console before dashing to the smashed window and leaping out of it. He spread out his cape and glided through the air as the Big Arms exploded right behind him. He soared across the sky while Joker and his mech fell onto the roof in a blazing heap of scrap metal.

The Dark Knight landed on the roof and rolled to a stop next to Twilight Sparkle, who gave him a smile of gratitude. He simply nodded to her.

He turned to the remains of the Big Arms.

It was over.

But something glimmered in the distance, just in front of the wreckage. It caught Batman's eye, so he decided to go over and investigate. Hurdling over some debris and mechanical remains, he stopped when he saw the remains of the Power Unit. There, before the wreckage, was the Keystone in all its glory.

He went to pick it up when suddenly, a familiar clown jumped up on top of the now destroyed Power Unit, pointing a gun directly at Batman.

"Are you happy now?" Joker asked sarcastically. "Do you have any idea how long it took to do that paintjob? And now it's ruined. Thanks to you." He then jumped down, still pointing the gun at Batman. He stopped moving forward when he accidentally kicked the Keystone. Looking down, Joker smiled as he bent over and picked it up. "Ooh, this looks valuable." Batman was about to move for the Keystone, but Joker saw this and cocked the gun, "Nuh uh."

Batman growled as he stared hatefully at his arch nemesis.

Joker chuckled and tossed the Keystone behind him before taking out a walkie talkie from his back pocket, still keeping the gun trained on Batman. "Hi, I'm going to need a taxi from the roof of Springfield Nuclear Power Plant." Suddenly, a Rift appeared to his left. Looking at the Rift, Joker shrugged and threw the walkie talkie behind him. "Oh, never mind, one's here. Be seeing you around, Bat-"

A purple beam cut Joker off from finishing what he was about to say. The resulting impact sent the Clown Prince of Chaos flying into the portal... Without the Keystone. Joker laughed insanely as he fell through the vortex, his laughter echoed out as it closed forever.

Surprised, Batman turned to see Twilight standing on a pile of rubble with a victorious smirk on her face. "Guess I can play with the 'Big Leagues'." She leapt off of the rubble and trotted to the Keystone as the others made their way through the rubble to join them.

"So, I think now would be a good time to get out of here." Mario suggested.

Sonic walked over and bent over, picking up the Keystone. "Yeah, cause I got a lot to tell ya."

"That clown said that the robot was an old friend of yours." Tony reminded the blue hedgehog.

He nodded, "Yep, looks like Ole' Egghead has made some new friends."

Before he could go on any further, another Rift suddenly appeared in front of the group, presumably created by the Gateway Keeper. Twilight looked away from the portal and gestured to it with her hoof, "Shall we?"

Nodding, Batman was the first to leap into the portal, with Sonic following close behind. Mario ran in while Tony flew right through beside him. Twilight looked around for a moment before jumping into the Rift to join her new friends. After she entered the portal, it closed, forever sealing the bridge between Springfield and the other realities of the multiverse.

Foundation Prime

Exiled's Fortress

To say that Joker was annoyed would be an understatement. Sure they had gotten what they wanted, but that little unicorn had gotten in-between him and Bats! And the last time someone got involved in their crazy little game of theirs, they ended up being beaten and blown up.

"...and then they stole this shiny thing I found!" Joker finished recounting the events that happened in Springfield.

Exiled, who was sitting atop his throne, leaned forward and growled, "Chance meetings and setbacks to your petty pilfering do not concern me. We have the Foundation Element. That is all that matters."

Joker laughed bitterly, he knew how much of a mistake it was to underestimate Batman. And this guy has already made that mistake. "Trust me, if you underestimate the Creped Crusader, you'll end up getting battered."

"Enough, we have what we need. Nothing else is of importance."

Eggman, who was sitting in a corner working on a certain metallic hedgehog, thought to himself, "And what exactly happens when we get all of these Elements, hmm? What is it that you want? Whatever it is, you are certainly desperate to get it. This requires further investigation. But whatever it is, it sounds like something I'd want." He then chuckled to himself, it was time to begin planning.

Exiled may think he has him under his thumb.

He may want to think again.

25. Monsters, Inc. (Part 1)

Unknown Earth

Vorton

The Gateway swirled to life as a certain unicorn and her friends leapt through it, landing on the rocky surface of the ground as the portal closed behind them. Twilight looked on as she saw Batman walk over to the console containing the other Keystones and placed the Evolution Keystone in with the others.

"The Evolution Keystone!" Exclaimed the Gateway Keeper happily as the screen above the computer console lit up, displaying an image of the Keystone on it for all to see. "Only one to go!"

Upon hearing this, Mario asked expectantly, "How long until you find the final Keystone?"

"Should be a few minutes." Replied Gateway Keeper as he began searching for the final Keystone.

Batman then began typing on the keyboard on the console, the motherboard he acquired from one of the Soulless Ones in Corona laying beside it. He then picked it up and placed it on a small screen just above the keyboard that read, "Scanner ready. Place designated item here when ready."

The Dark Knight picked up the motherboard and placed it on the scanner. "While Gateway Keeper searches for the final Keystone, we can finally scan the properties of this motherboard and see what we can find." He said before turning his head to face the others. "It shouldn't take long to decrypt what's on it," his face turned serious as he turned his whole body to face Twilight, who was looking down at the ground in sadness. "But while we wait for that, it's time you told us the truth." He said to the unicorn, who still refused to meet his gaze. When he walked over and stood before her, she closed her eyes, not wanting to face him after her failure back in Metropolis. "I knew you weren't telling the whole truth when it came to your experience with Chrysalis and her Changelings, you were hiding something and whatever it was came back to haunt you when we fought Infinite. What happened out there, Twilight?"

Twilight Sparkle was terrified, she didn't want to face the truth that was staring right in her face. The harsh truth that her 'friends' abandoned her when she needed them most. She just couldn't accept that they would throw away nearly two years of friendship just to suck up to a princess they had only just met.

She sighed before looking up at her new friends, it was time to fess up.

"I-I didn't tell you everything that happened at my brother's wedding." Twilight started shakily, clearly bothered by what she was about to tell them all. "At the wedding rehearsal I accused Chrysalis, who at the time was disguised as princess Cadance; my old foalsitter, of being evil. She used that to her advantage and ran in tears, making her false identity all the more believable." She sniffled and wiped away some tears before continuing, "It was then that my brother... disowned me..."

Both Mario and Sonic's eyes shot open in surprise and shock, even Tony felt shocked by what he was just told. Batman kept the same stoic expression he always had and motioned for her to continue.

"M-My 'friends' left me in the rehearsal hall, crying on the steps, glaring at me coldly as they left to comfort the imposter. My own mentor, whom I saw as a second mother, left me all alone to wallow in my mistake. And when I expected her to bestow some wisdom upon me, she simply said that 'I have a lot to think about'."

Tears were falling from Twilight's eyes, choking on her own sobs as she told her tale.

"And the worst part is that they didn't even say they were sorry! I just got some pitiful excuse of an apology from one mare, who was the one to suggest they leave me to check on Chrysalis! I tried to put it behind me, but I can't!" She cried out in hysterics as her whole body shook from anger. "Part of me wanted to scream and yell how much I hated them, but I don't know how to feel!!! I thought I could move on, I thought I moved on when the Crystal Empire returned, but all I've been doing is holding all of this in and it hurts! It hurts so much and I don't even think that I could face them without screaming at them! I trusted them! I LOVED them like they were my own sisters, and they threw away every moment we shared! And while they think everything is normal, I don't even believe in our friendship anymore!!!"

At this point the young unicorn was bawling into her forelegs, lying on her belly as she sobbed into her legs. Sonic and Mario wasted no time in rushing over to comfort the distraught unicorn. Tony felt crushed for the poor girl, but he didn't know how to show that he cared for her, he wasn't exactly the emotional type of guy.

The sound of footsteps approaching her caused Twilight to lift her head, Mario and Sonic still huddled around her, rubbing her back comfortingly. She saw Batman kneel down in front of her with a soft expression on his face. "I know it's hard," he started, gaining Twilight's full attention, "but at some point you are going to have to face them again, and when you do, you need to be honest with them. Because keeping this to yourself is tearing you apart, and your enemies are using it against you. Whether you forgive them or not, that's your business, but just know that you don't have to face it alone."

"We're with you all the way, Twi." Sonic reassured the girl with a gentle smile.

"One hundred percent." Mario added with a wink.

"Touchy-feely isn't really my thing." Tony said before his faceplate slid upwards, revealing his gentle smirk, "But know that I got your back."

"We all do." Sonic spoke for everyone as he brushed his hand through her mane.

Twilight sniffled as she laughed joyously, being surrounded by her new friends was what she needed. She may have still felt bitter towards her Equestrian friends, but her new Multiversal friends were there for her every step of the way. She slowly got up to her hooves, wiping her nose with her foreleg, "T-Thank you. All of you. That really means a lot to know that you guys are there for me."

Batman and everyone else nodded, showing that they were not going to abandon Twilight. Not now. Not ever.

The moment was interrupted when the sound of electricity crackling reached everyone's ears, and the smell of smoke reached everyone's nostrils. They all looked at the console where they saw the motherboard was set ablaze, slowly turning into a red mist.

"No!" Exclaimed the Caped Crusader before he darted over to the console to try and save the motherboard. But alas it was for naught as the device disappeared into red mist.

Batman clenched his fist as Twilight asked, "What in the name of Celestia just happened?!"

Tony folded his arms in thought before replying, "It self destructed." He then deduced, "It must've been programmed to destroy itself if its hardware was ever compromised." The billionaire genius then looked down, pondering. "Whoever's sending these androids doesn't want to leave any loose ends."

"Why do I feel like this was pointless?" Mario asked aloud.

"Because it was." Batman replied sternly, placing his hands on the console and leaning forward. "We learned nothing... Damnit!" He shouted angrily as he slammed his fist onto the console.

Sonic sighed, dragging his hand down his face. "Great, we're back to square one." He looked to Batman and asked in a tired tone, "Did we manage to decrypt anything?"

Upon hearing the query, Batman quickly typed on the keyboard and pulled up what little data he gathered off the motherboard. "Not much, only the android's designation and their chain of command. Apparently the androids we've been fighting are at the bottom, and they're known as Soulless Ones."

"Soulless Ones?" Twilight repeated.

"Yes." Batman nodded in confirmation before continuing, "The ones with the blade-like arms are Soulless Commanders. There's a rank above them that we haven't encountered yet, they're known as Soulless Lieutenants."

Tony groaned, "Oh, what fun!" before he was interrupted by the Gateway Keeper.

"Just an FYI, I've managed to locate the final Keystone. If you guys are ready I can activate the Gateway and send you all on your way."

Twilight looked at the console and nodded gratefully, "Thank you, Gateway Keeper. We couldn't do this without you."

"I'd be blushing right now if I could."

As the Gateway swirled to life, Twilight and the others walked in front of it and stared at it as the portal grew in size. Twilight couldn't help but smile as she looked to her left and right, gazing at her new friends. Friends that wouldn't abandon her, ones that wouldn't leave her. She would save her Equestrian friends and then she would clear the air, whether she forgives them is another story.

But right now, it was back into the deep end.

They all jumped into the portal, leaving Vorton and the Gateway Keeper behind as it closed.

Noticing a presence in Vorton, Gateway Keeper spoke aloud and asked, "Are you sure about this? Can they really be the ones the prophecy foretold? Are they well and truly the new Guardians?"

A soft, but raspy voice chuckled humorously in reply, "Have faith, my friend. Have faith."

Earth 2001

Monsters Incorporated

The first thing Sonic felt when he leapt out of the rift... was itchiness. His whole body felt itchy, his teeth felt weird, and his hands could actually feel the breeze of the cold air of the night, which didn't make sense since he wore gloves.

...Wait.

He looked down at his hands and let out a startled cry at what he saw. Pale blue, enlarged hands with wolf-like claws. Sonic looked down at himself and felt lightheaded. He had grown slightly larger, with a broader torso, a longer muzzle, larger hands, and longer, more muscular arms. Additionally, his fingernails had become claws, his mouth was much larger, his inner lips were black, and his teeth had become fangs; two of which were always protruding even when his mouth was closed. Likewise, his ears had become more curved and thinner, resembling a pair of horns. His once peach skin was now a pale blue, while his fur had grown into a lush, heavy, dark blue coat. He had also gained fur in places he normally didn't, such as on his arms and chest. Traits of white fur also appeared on his wrists, the end of his quills, and his chest. While his eyes remained green, they had become a lot more angled, with more prominent brows. His now dark red shoes had become slightly frilled in the back, had gained a gray metal strip with three spikes on each top surface, and gained eighteen small metal spikes on the bottom of each sole.

Sonic the werehog took a step back, his breath quickening as he stared down at his enlarged hands, his unwavering gaze set onto the shaking limbs.

"No. No, no, no, no, NO!" Sonic screamed at the top of his lungs before punching the ground in anger, leaving a web-like crack where his fist had impacted the ground. "I'm a monster again." He whispered to himself in realization. Why, of all the forms he could've taken, did it have to be this one? What did this mean? Was Dark Gaia's energy still within him? His ears then picked up the sound of hooves touching the ground behind him.

When the werehog turned around, he was greeted by the sight of Twilight Sparkle.

At least, he thought it was her.

Twilight's body was slightly taller and she had gained more muscle mass. As a result, her limbs were thicker, as her chest became more noticeable. Her muzzle was also larger and her teeth had become more sharp and pointy, while her eyes, while remaining the same color, had become slits. Twilight's mane and tail had become more messy and disheveled, while her horn had sharpened to a point. Her tail had also lengthened greatly. Her body fur had turned into a darker shade of lilac, while her mane and tail color were more pale. The stripes on her mane and tail had gone from purple and magenta to dark blue and black. She also had texture on her body fur. Her muzzle went from dark lilac to bright violet at end, while her front legs had a flame-like design on them. Her hind hooves had also become more exposed and her Cutie Mark was smaller than it originally was.

Twilight looked down at her hooves and let out a scared cry, literally jumping into the air and landing on her plot. She could only stare down in horror at what she had become; an unimaginable monster.

Seeing the clearly distraught unicorn, Sonic rushed over and knelt beside her. "Twilight! Twilight, calm down and take a deep breath."

She looked up and was startled for a moment before recognizing the familiar looking werehog. "S-Sonic? Is that you?" Twilight asked shakily.

The werehog nodded solemnly, "Yeah, it's me."

The unicorn looked down at her hooves again, studying them intensely before looking into Sonic's eyes again and asking, "What happened to us?"

Sonic shrugged, "Guess this is how we blend in here."

They both then turned to face the Rift and saw a familiar looking plumber leap through. It appeared that he too had undergone a monstrous transformation. While he retained his red shirt and blue overalls, his signature hat was missing. His hair and moustache were scruffy, with two goat-like horns sticking out from his head. His feet had been transformed into hooves. His skin was purple, and on his left hand was a spikey bracelet, which was very similar to Bowser's.

Mario saw his two friends and took a step back before glancing at his own hands. He saw the sharp nails that protruded from his fingertips and his new purple skin. He reached up to his head and felt the horns on his head before muttering, "Mama Mia..." His voice had become low and growly, just like Sonic's.

Suddenly Batman leapt out of the portal and landed next to Mario, who let out a startled cry at the Dark Knight's terrifying form. His cowl and shoulders were a dark blue, while his eyes and the four tears in his muscles were a bright blue. The skin around his mouth was a pale grey, as was the majority of his body. The sides of his torso and his wrists were a pale light blue, his large leathery wings were brown in color, his pelvis was a gold-like color as it resembled his Utility Belt. His Bat Symbol was embedded onto his chest, as if it were a literal part of him, he had sharp claws on his hands and feet, with sharp teeth inside of his mouth to complete the look.

Batman looked around at his comraded before looking at himself. He simply scowled before uttering, "You've got to be kidding."

Sonic leaned over to Twilight and whispered in her ear, "I didn't think he could get any scarier." To which Twilight nodded in complete agreement.

It was then that the final member of their team had arrived, and he had undergone the most changes out of everyone there. His suit was bulkier and the size of his Hulkbuster Armor, with broad shoulders that had blue highlights going along them with yellow claws at the end. His armor had blue highlights going all over his body, with yellow claws protruding from various parts of his armor. His Arc Reactor now had a slitted eye in the middle of it, and he had two claws protruding from the chin of his helmet. On his right arm was a bright blue cable going from his shoulder to a large Proton Cannon that rested on his wrist.

Iron Man stumbled a bit, adjusting to his new, massive form. "Ooookay, this is beyond weird." He stated the obvious before the Rift behind them closed. Tony Stark looked around at his allies and saw them all, saw them as they were now. "Monsters." He blurted out. "We blend in as monsters." He then took notice of his Proton Cannon and let out an impressed whistle, "I ain't complaining about this Proton Cannon though. Gotta say that I'm impressed."

Mario, on the other hand, was less than pleased. "Seriously? Is this how we blend in here?" Admittedly he was a little peeved at the fact that he no longer had his hat.

Twilight turned and noted the look on Sonic's face. He looked sad, which was an uncommon look for the hedgehog... or rather werehog now. She then turned around and saw a large building with a large symbol of an 'M' with an eye inside it stamped on the outside.

Sonic folded his arms and muttered, "Wonder what kind of weirdos live here..."

Twilight frowned sadly at the werehog, "Guess he's unhappy about this whole situation." She thought to herself before noticing a slogan above the entryway to the building. She read it aloud, "It says, 'We Scare Because We Care'?" She then tapped her hoof to her chin in thought, "That doesn't sound very caring."

Batman walked ahead of the group and stood next to Twilight. "If they look like us, then they could be trouble." He hypothesized before turning to face the rest of the group. "I think we'd better investigate."

Tony shrugged, "No objections here. Besides why would Keeps portal us here of all places if that building isn't where we're supposed to go?"

The group nodded in agreement before headed towards the entrance of the factory, completely unaware of the three figures staring down at them from a nearby rooftop. Once was sleek and monster-like, he clearly was a resident of this dimension. The others not-so-much, as one had a singular eye with a sword on his back, and the other had broad shoulders with spikes on them, sinister yellow eyes, and two large horns on his head.

The one-eyed figure turned to the monster figure, "Operation's A-Go. Earn your keep and get us what we want, and in turn this factory will be yours. Fail, and you'll lose more than your job this time around. Now go!" The sleek, chameleon-like figure nodded before sleeking away, leaving the other two figures alone in the darkness, plotting their next move.

Inside the factory

Twilight led the group into the factory, which had them enter the main lobby. The first thing any of them saw were two distinct individuals. Monsters. The first one was a short green monster with thin arms and legs. He had one giant turquoise eye and two miniature horns on top of his head.

And the second monster was a large furry cyan blue beast with lilac spots. He had blue eyes, a small tail, and horns on his head.

This monster was holding a little girl in his massive hands. She wore a pink nightshirt, purple capris leggings, and white socks. She had short dark brown hair with pink ponytail holders.

Upon seeing the little girl in the monster's hands, Twilight and the others were on high alert now, with Iron Man already aiming his newly acquired Proton Cannon at the blue monster, ready to blast it if it tried anything. Upon hearing the group of heroes behind him, the blue monster turned around, with the small child in his hands, and looked at the group with a curious expression.

"Hmm? I wonder who those guys are."

Suddenly the little green monster rushed up to his friend's side and exclaimed, "What?! Careful, Sulley. If they see the K-I-D..."

The blue monster, now known as Sulley, shrugged carelessly and replied, "It's fine. We got nothing to hide."

The green monster retorted with, "But you're the CEO! You set the example."

Sulley sighed and eventually caved in, setting the small girl down on the floor as the green monster made a mad dash over to the group, flailing his arms around in a mad panic.

"Guys! Guys, it's not what it looks like. Okay, listen. That kid over there just popped out of nowhere!" He exclaimed, clearly making the story up on the spot, to which the group just stared at him unimpressively. He continued, "We gotta call the CDA. Uh... It's a...uh... Oh yeah, a Code 835!"

He shut his mouth up when Sonic of all people slammed his fist onto the ground and leaned in close to the green monster's face, snarling, "Are you trying to scare that little girl?"

Sulley raised a curious eyebrow at the question as the green monster stammered, "Yes! I mean, no no no! We're done with scare power. Nobody's gettin' scared."

Seeing how his friend was going into a panic, Sulley walked over and chuckled softly "Mike, take it easy." He said to his friend, who was now known as Mike, as the little girl stood next to his leg.

Twilight looked to Sonic and said, "You should too, Sonic." When the werehog looked at her questioningly, she elaborated by pointing a hoof at the girl, "Look! She's happy!" When he looked at the girl, he saw that she was bouncing in front of him, to which Sulley bent over and patted her on the head.

Now Sonic felt like a jerk, he really didn't like this form. He then smiled softly before he leaned towards the girl and introduced himself. "I'm Sonic! Sonic the he-!" He stopped before correcting himself, "-Werehog. What's your name, kid?"

"Boo!" She replied happily.

Mike, however, looked at the group curiously. "Hold on! You guys really aren't afraid of humans?"

Everyone looked at one another for a moment before turning back and shaking their heads. "Not really." Twilight responded before trotting over to introduce herself. "Hi! I'm Twilight Sparkle!"

Mario was next, "It's-a-me! A-Mario!"

"Call me Iron Man."

"I'm Batman."

Mike looked at the Caped Crusader before commenting, "You're a scary one!"

"I get that a lot."

Sulley chuckled before introducing himself, "Well, my name's Sulley." He then gestured his hand towards Mike, "And this is--"

"Mike Wazowski!" Boo chimed in helpfully.

Sulley laughed, "Yeah, that."

Boo laughed happily as she jumped around Twilight, who could only look on with a beaming smile. But the small child saw something behind the group and ran to hide behind Sulley's leg.

"What's the matter, Boo?" He asked, to which the little girl responded by pointing behind the group.

Once Twilight and the others turned around, they saw multiple portals open up in the air. Then four Soulless Ones fell out of the portals, but they weren't alone, as two Soulless Commanders fell out as well. They all stood in a line as one final robot fell out of the final portal, standing ahead of the group of androids. This one had a similar design to the Soulless Commanders, except this one was white, had red highlights all through its body, and its visor had some form of mask covering it.

The Soulless Lieutenant pointed its blade like arm forward as the portals closed above them.

Twilight rushed to the front of the group and lit up her horn, which is when she noticed that her magic had taken on a different color. It was now a very dark purple. She looked to her right and saw Iron Man aim his Proton Cannon at the Soulless Ones before he commented, "So, I'm gonna take a wild guess and say that that is a Soulless Lieutenant."

"Nobody would blame you for that assumption." Batman replied before opening his wings.

"Things just got a whole lot worse." Said Mario as he clenched his fists.

Sonic looked at his hands before slamming them down on the ground. Guess it was time to see if he could still stretch in this form.

Meanwhile Sulley and Mike went to hide Boo behind the desk so that she wouldn't get hurt. "Stay here. Kitty will be back." He said softly to the scared girl. She nodded and hid behind the desk. Sulley smiled before his attention was grabbed by Mike.

"Those guys are right, Sulley. This has got 'bad news' written all over it."

"Yeah, we gotta keep Boo safe."

"I'm on it!"

With that, the two monsters rushed forward and stood next to the group of heroes, ready to join in the fray. Without warning, the Soulless Ones rushed forward while the two Soulless Commanders jumped into the air, brandishing their arm blades.

Sonic then stretched his arm forward and grabbed a Soulless One before slamming it into the ground, causing it to evaporate into red mist. Everyone looked at the werehog as if he had grown a second head.

"What the what?!" Mario exclaimed, to which Sonic shrugged before he ran on all fours towards the incoming androids.

Sulley ran forward and punched a Soulless One, using his mighty strength to destroy the enemy. He flexed his fingers as he looked to Mike, watching his friend attempt to fight off the android. Seeing his friend struggling, Sulley charged forward towards the Soulless One and shoulder charged it, destroying it.

Meanwhile Twilight was hurling magical sawblades at one of the Soulless Commanders. She noticed that her magical constructs were more jagged, more monstrous than harmonious. The Soulless Commander jumped over the sawblades and attempted to slash Twilight with its blades. Fortunately she had brought up a shield that protected her from the attack. She showed off her newly sharp teeth before releasing a magical burst that sent the Soulless Commander flying right into a blue laser beam.

Tony ceased firing his Proton Cannon and gave off an impressed whistle as he witnessed the android turn to dust. "Oh, I am so keeping this!" He commented ecstatically before flying into the air. He then began charging his Arc Reactor, praying that his Unibeam still worked.

Surely enough it did, as he fired it directly into the fourth Soulless One, destroying it instantly.

As Iron Man flew around, Mario was busy dealing with the other Soulless Commander, dodging its swipes with such precision that the android couldn't hit him. The monstrous plumber ran forward and slid under the Commander's legs, slide tackling it as he moved under it. As the android fell to the ground, Mario backflipped through the air before stomping downwards, crushing the android's head with his hooves.

All that was left was the Soulless Lieutenant, who was currently zigzagging forward, blitzing in and out of reality as it made its way toward Batman. The Dark Knight used his newfound wings and took to the air. He went to grab a Batarang from his Utility Belt, only to remember that he didn't have one in this form. He grumbled before nosediving down and slashing at the android's mask with his claws.

The Android was about to retaliate, but was blindsided by Sulley, who shoulder charged it right into Iron Man's Proton Beam, causing a great deal of damage to it. The Soulless Lieutenant slid across the floor before zooming forward, creating mirages of itself where it was previously to confuse everyone.

It slashed at Sulley a few times before it was hit in the face by a magical beam, courtesy of Twilight Sparkle. With its mask now off, its visor was now vulnerable to attack. The android was then dropped kicked in the back by Mario, which sent it right into Sonic's grasp.

Sonic stretched his arm as he flung the robot into the air. He grinned as he brought it back down onto the ground, dealing enough damage to destroy it. All that remained was a puff of red mist that slowly evaporated into the air.

Once the battle was concluded, Mike walked up to Sulley and the two high fived one another in congratulations, celebrating their victory over the Soulless Ones.

"All right!"

"Nice, Sulley. Even with those extra pounds you put on."

Sulley smiled as he replied, "Heh, still runnin' circles around you, butterball."

As Twilight and the others checked to see if there were anymore Soulless Ones around waiting to strike, Boo peaked from her hiding place and shouted gleefully, "Kitty!"

Upon hearing this, Sulley turned around and shuffled towards his young friend. Mike, on the other hand, turned around as Twilight approached him with everyone else trailing behind her. The green monster then asked, "So, any idea who those guys were?"

It was Iron Man who answered, "We only recently learned that they were called Soulless Ones," Mike involuntarily shivered at the name, "And they've been popping up everywhere and at every turn."

Sulley walked over with Boo in his arms as Twilight continued for the Armored Avenger. "We tried to learn more about them, but so far our efforts have been for naught." She then turned to Batman and said, "They've been appearing wherever there's a Keystone involved, yet they don't seem to be going after them, only getting them if they have the chance. So if that's not what they're after...?"

"Then what are they after?" Batman finished for her. "Luthor said something about retrieving an Element."

Mario brightened at that, realizing what Batman was getting at, "Right! And he took Woody's badge!"

"And Discord took Rapunzel's lost tiara!"

"And M.O.D.O.K. took that Plutonium Rod!"

While the group conversed, Mike and Sulley exchanged looks and shrugged, having no idea what they were talking about.

"But why would they show up here?" Sonic asked himself before suggesting, "Could it be this factory? Didn't Mike say something about 'Scream Power'?"

The little green monster stamped his foot at that, "Hey, I told you we're through using that!" Sulley nodded in agreement before Mike added, "Besides, we have no idea who or what you're talking about."

Twilight looked sheepish as she laughed nervously, "Ummm...basically...we've come from far away to get rid of those creatures causing trouble. We're like...exterminators?" She thought up right on the spot, thinking that it would be best if they didn't know everything. Didn't want to make things even more complicated.

Batman nodded approvingly.

Mike and Sulley looked at one another again before Mike asked, "Just how far away?"

Sonic chuckled, placing his massive hand on his hip, "As far as you can imagine."

Mike scratched his bald head before walking forward, slowly buying their story. "Hmm... Okay, okay, let's just say we buy all that. Are those creeps dangerous?"

"Extremely." Mario replied.

"They sure gave Boo a scare." Commented Sulley, Boo slowly sinking into his fur as she cuddled him.

Mike sighed as he turned to his best friend with a solemn expression. "Sulley, I know you've missed her, but it's time to postpone our playdate."

"You're right, Mikey. Let's get our girl home."

Batman looked at them questioningly and asked, "What are you planning to do?"

"It's kind of a long story...but Boo's from another world...and we gotta send her back there...to keep her safe." Replied Mike.

Hearing this, Twilight got an idea. If the Soulless Ones were here, then that must mean that whatever they're after is here as well. Not only that, but they were teleported here to this building for a reason. The Keystone has to be somewhere in this factory. Plus they would be able to keep Mike, Sulley, and Boo safe from any potential threats that came their way.

"Okay, then. We're gonna help you."

Mike and Sulley looked surprised as the former exclaimed, "What?!"

Twilight replied with, "Well, the Soulless Ones might try to cause more trouble, so, we want to come along." She extended a hoof to the green monster, to which he happily accepted.

"Great! We could use a couple of exterminators around here!"

"Yeah! Thanks!" Sulley thanked as he set Boo down. The little girl let out a happy squeal as she ran past the lobby, with Mike and Sulley chasing after her, playfully roaring.

Twilight watched on with a smile on her face. "You've always got to help, don't you?" She looked up to see Batman looking down at her with that usual scowl of his, made even more terrifying thanks to his current form.

She smirked at him and replied, "I like to help wherever I can! That's the wonders of friendship!"

"Not saying it's a bad thing." Was the Dark Knight's reply before he walked past her to catch up with the monsters. As Iron Man, Mario, and Sonic walked past her, Twilight couldn't help think about something. She swore she saw a smirk on Batman's face when he said that.

She shook her head, "Nah! Must've been in my head." She then galloped after her friends, delving even further into the factory.

Author's Note

Welcome to Monstropolis!!!

This chapter officially marks the halfway point of the story!!! I can't believe it, 50% done!!! This is insane, thank you all so much for the support on this thing!

I'll try to get another chapter out before the New Year, but don't quote me on that.

Anyways, Merry Christmas, Happy Holidays, and have a safe New Years!!!

Unbound Twilight - PF21

Master Ninja - HGBD-WolfBeliever5

Iron Man (Monster Mech) - By me

Batman (Monster Form) - By me

Mario (Monster Form) - By me

43. Fight for the Future (Part 2)

Foundation Prime

Exiled's Fortress

An ominous glow brightened the Throne Room as the Guardians of the Multiverse stepped inside, intent on finishing this once and for all. The plan was simple, find Exiled, stop him, free the Foundation of all Dimensions, and save the entire Multiverse. Granted they all knew that this wasn't going to be easy, in fact it was going to be anything but. Despite all of that they were more than determined to end this, this was why they were chosen after all.

To do what nobody else could.

Stop Talos and save all of existence.

Twilight led the group across the red carpet on the floor leading to the Ancient's throne, things looked relatively the same as before, except for the massive Gateway that rested in the center of the room. It was a golden brown color, resting on a massive, circular platform, where the Foundation of all Dimensions rested inside of a pedestal, where four claw-like clamps laid spread out, waiting to be activated so that they could tear into the orb and drain it of all its energy.

And still resting on their respective pedestals were the Foundation Elements, including the Chaos Emeralds.

Sonic made a mental note to grab those before going back home.

The Guardians slowly approached the Gateway, caution evident in their step as Iron Man said sarcastically, "Well, this isn't creepy at all." The inside of his helmet showed the power levels of the Foundation. It didn't surprise him that its power level was unreadable.

"Careful." Batman warned, eyes scanning the entire room for any hidden dangers. "We have no idea what our enemy could have in store for us."

Twilight couldn't help but nod in agreement, "He's right, Talos is as old as the Multiverse itself. There's no telling how this whole encounter could go." Her stomach had nervous butterflies fluttering within it, her throat felt dry, her nerves were working overtime, but she pushed those feelings down.

She had to.

However a certain hedgehog didn't feel the same, in fact he scoffed as their enemy was nowhere to be seen. "I honestly didn't expect our big bad to be hiding from us." He cupped both sides of his mouth and shouted, "Come on out, Exiled! It's over!"

Twilight was about to go over and scold the hedgehog for being so reckless, but found that she couldn't move.

Why couldn't she move?

"Twilight?" Mario's voice reached her ears, her head turning to see her friend with a yellow aura surrounding him. "I can't move."

"Neither can I." Batman also said, his form also unmoving.

The unicorn looked down to her hooves and saw that she too was encompassed in the same yellow aura as her friends. Try as she might, her limbs just refused to cooperate, she was stuck. Trapped. Her horn lit up as she tried to teleport out of this mysterious hold, but her magic fizzled out. Whatever was happening was dampening her magic.

They were trapped.

Deep, raspy chuckling caught everyone's attention, he was here, waiting for them.

Exiled floated down from the ceiling, the claws on his left hand glowing and crackling with electricity. "Now who said anything about hiding?" He asked, addressing Sonic as he landed on the platform. "It seems you managed to get past my final defenses. Fascinating. Though not unexpected, as past encounters confirm that their defeat was inevitable."

"Just like yours." Mario said through gritted teeth.

"You believe me to be the same as your adversaries?" He asked with a chuckle, finding the comparison humorous. "No. No, no, no, no, no. I am beyond them. Beyond you. I am an ancient deity while all you are... Are simple mortals." He turned away and looked upon the Gateway. "Mortals who will meet the same fate as everyone else."

Sonic rolled his eyes, "We get it, you feel homesick! Doesn't give you the right to kill everyone!"

"Doesn't it?" He turned around slightly, just to look at his enemies. "My brothers and I created you, we created everything in existence. Why shouldn't I be the one to deem when your time is up?" He turned his back to them and continued, "You should feel honored, you're giving your lives to save a race that is better than you could ever hope to be."

Twilight couldn't take it anymore, she just had to know. "Why do you hate us so much?"

Exiled was silent for a moment, pondering what she had just asked. It was a few seconds before he turned around and answered, "My brothers wanted us to choose successors, I was against it. I didn't believe that it was necessary since we would be going home one day. This Multiverse wasn't going to last forever, so what was the point? That's what I thought at the time so I played along. I scoured through the various dimensions using the Foundation, seeing the full scope of mortal life. Imperfection." He sneered the word, as if it was physically revolting to him. "Violence, wars, death, that was what I saw. I watched as mortals squandered their lives and the gifts we provided them." He looked to Batman, "You were the best of humanity, Dark Knight, but even then you too are imperfect. Granted there wasn't much competition, mortals are simply awful."

"You only saw the worst of humanity." Batman informed the Ancient being, to which he scoffed at the hero's claims. "If you looked, really looked, you would see the qualities that makes humanity great. Our compassion. Our hope. Our ability to love others."

"Irrelevant." Exiled waved him off. "Mortals are a cancer, a cancer that is preventing perfect beings from living to their full potential."

"So what then? You drain the Foundation of all its power, kill the Multiverse and just, what? Go home?" Iron Man recited, not believing what he was hearing.

"Not only go home, I intend to restore my home." Exiled responded, turning around and gazing at the orb that breathes life into the Multiverse. "My brothers and I were forced from our home so that we could live, simply allowing that thing, that abomination to get away with destroying our home! Once I reopen the breach that was created when we left Elysium, I will then use every ounce of power within me to restore it to its former glory."

"Meanwhile leaving the rest of us to die." Twilight said in horror.

His head spun around and he glared at the unicorn. "I will not be judged by a lesser lifeform such as yourself. Mortals kill each other for sport, you kill your own planets for profit! If anything you should be grateful that I'm putting an end to your never ending cycle of violence and pain."

"Oh, yes! Thank you soooo much for killing everybody! We're so grateful!" Sonic drowned on sarcastically.

Exiled simply sighed, "To think that you five were chosen to replace us. US! Beings that are better than you in every single aspect. You dare to usurp our titles? Despicable! Disgraceful! Unacceptable! Your very existence is enough to make me ill. Fortunately I intend to remedy that. I intend to rectify the mistake made so long ago."

"What mistake?" Twilight couldn't help but ask.

"You're creation." He turned around and faced the Gateway. "No more debate. I am going to kill you now, and then everyone else." A faint hum could be heard coming from the platform, it was beginning to activate. "Bare witness to the end of all that you know. Die knowing that there was nothing you could do to stop it."

As the machine began to turn on, the claw-like clamps began slowly folding inward toward the Foundation of all Dimensions. As they drew closer blue electricity tried fending off the talon-like power drainers, but failed as they continued to fold toward it.

Before anyone knew it the clamps punctured right through the orb, causing it to crack like glass where it had been punctured. The Foundation of all Dimensions released a pulse of energy as it began being drained of its energy. As the Gateway began to drain the orb, the top of the pyramid began to open up, splitting into four parts as the stars in the sky began to drag into the pyramid. It was as if the pyramid was draining the universe itself, starting with the stars in the night sky.

Not only that, but the pulse that the Foundation had released had unknowingly freed the Guardians, they all dropped to the floor once the pulse reached them. They stood firm and glared at the Ancient, who turned around and began descending the stairs leading to the platform.

"It is too late, Elysium will be reborn." Exiled declared, unclenching his hands and holding them out to his sides. "All that remains... Is to break you."

"TAKE HIM DOWN!" Batman shouted before leading the charge towards Exiled, who remained unmoving from his spot.

The Ancient deity walked forward and met the Guardians in the center of the room, his entire form crackling with yellow electricity. He released and explosion of power that sent them all flying in opposite directions. Talos slid to a stop before firing a laser from his claws directed at Twilight, who met the laser with a magic beam of her own.

As the two fought one another, the other Guardians rushed forward and began circling Talos, hoping to gain an edge on him. Exiled chuckled as his core glowed slightly before four yellow after images spread out from his core, surprising the heroes.

The after images held off the other Guardians, with one flying up to Iron Man and backhanding him away. Multiple missiles were fired at the after image, each projectile phasing through it before it boosted forward and choke slammed the Armored Avenger to the ground, holding him in place.

Batman threw many punches and kick at the after image, but it simply phased through the Dark Knight, hovering slightly above the floor before landing behind him. It backhanded the hero away before he could do anything. As Batman got back to his feet, the after image simply snapped its fingers and a series of explosions went off around the hero.

Sonic followed the after image around the room, trying and failing to hit it with every attack in his arsenal. No matter how many Spin Dashes or Sonic Booms, it just wasn't enough to do anything. The Blue Blur went for another strike but was simply held in place by the after image's telekinetic hold.

The after image was toying with Mario, making him think that he had a chance to hit him, only to disappear before he could land a strike. The plumber turned around and was then kicked in the chest, being sent flying across the room. But before he could hit the wall behind him, Mario was grabbed by the back of the head and slammed face first into the ground.

Exiled had enough of toying around with Twilight Sparkle and actually decided to start trying. So he added more power to his laser and easily overpowered the unicorn, striking her in the chest and knocking her into a pillar behind her. As she crashed to the floor, all the after images suddenly exploded into pulses of electricity, severely injuring the other Guardians.

They all slowly got to their feet, unwilling to give up, there was no chance of them stopping any time soon.

Talos eyed them curiously before gesturing for them to attack, not taking them very seriously. They all charged together, trying to take him on a different angles. Twilight fired a beam of magic, which Exiled dodged while simultaneously evading a punch from a leaping Mario. He struck the plumber in the back with an Ocular Blast while also using his wrist to block an incoming kick from Batman. He fought them all at the same time, using his superior knowledge to determine their attacks and the proper means to counteract them.

Iron Man and Sonic tried charging him from different sides, but only ran into each other when the villain became intangible. He then released an explosion of yellow electricity, sending them all flying into the multiple columns in the throne room. Exiled then raised his right hand and clenched it, summoning a multitude of lightning strikes that struck the downed heroes.

They all screamed in pain before he raised his other hand, sending them all into the air before holding them there. Talos simply snapped his fingers and an invisible force all struck them in their chests, sending them flying towards the door, crashing before it.

As they all struggled to get back up, The Exiled simply walked forward and began taunting them. "That was it? That was your grand plan to stop me? How disappointing. And here I was thinking that you would be an actual threat to me and my plans." He laughed to himself. "And to think Starswirl had such high hopes for you."

His taunting was ceased when a stray magic blast sent him sliding back a few meters. He looked down at his chest before staring at Twilight Sparkle, who was the first to get back onto her hooves. "I find that it's best to attack when the villain is too busy gloating."

Talos growled, "Lucky shot."

Twilight glanced at her friends as they got back up to their feet. "We fight together!"

They all charged forward.

Talos rushed forward, deciding that it was high time to end this foolishness.

They met in the middle.

Exiled fired an Ocular Blast at Iron Man and Twilight, which was blocked by a shield spell from the unicorn. While he was distracted, Sonic jumped over the shield and curled into a ball before striking Exiled in the chest, damaging his core slightly. The Ancient being let out a grunt of pain, unwillingly ceasing his laser blast.

Now was their chance!

With the shield now down, both Twilight and Iron Man fired a combined laser blast that struck Talos, the Ancient being attempting to block the blast, with his arms crossed over one another. This left him open for attack, which Mario had noticed.

The plumber leapt into the air and kicked the villain forward, causing him to stumble forward, right into the laser. As the blast stunned Talos, Batman swung down and kicked the Ancient in the face, cracking his visor slightly. Exiled fell to one knee, leaving him vulnerable.

The Guardians all rushed forward, seeing their chance to take him down.

"ENOUGH!!!" Exiled shouted, his voice having multiple layers as a massive shockwave was released from his body. The Guardians of the Multiverse stood their ground and took on the blast, each of them sliding across the floor as the blast went past them. Talos got to his feet, anger pulsing off of him. "DO YOU KNOW WHO I AM!!! WHAT I CAN DO!!! YOU ARE BENEATH ME!!! I AM A GOD!!! AND YOU! WILL! SUBMIT!!!"

He zipped forward at impossible speeds and appeared before the group, his core glowing brightly before releasing a laser beam that shook the room.

Twilight lit up her horn and tried protecting her friends from the attack with a magical shield, but it shattered upon impact, the resulting blast electrifying all of them, stunning them until they all fell to the floor, their bodies singeing as smoke rose from their forms.

A clawed hand suddenly wrapped itself around Twilight's throat and she felt herself being hoisted up into the air, her throat closing up as Talos tightened his grip. "I have tried to show you reason, but you are imperfect, unable to grasp at the bigger picture." His visor glowed menacingly as his claws cut into Twilight's neck, drawing blood. "I think it is time to close the book on your story," his grip tightened, "Permanently!"

"T-Twilight..." Sonic groaned as he tried to reach for her, but his hand fell, as did his body.

"This fight was adorable, as well as pointless. It is time to die with the rest of them."

She tried to light up her horn to try and get him off of her, but he seized her horn with his hand to snuff out her magic. Her horn was useless here, but maybe her words would break through to him? If anything her lessons in friendship could be of aid here.

"P-Please don't do this." She begged, causing Exiled to tilt his head in confusion. "You were good once, you and your brothers helped protect the Multiverse once. And I know that there is a part of you that misses them." Her thoughts were confirmed when he looked down to the floor, supposedly in sadness. "I know you have doubts about this."

"I HAVE NO DOUBT! ONLY CONVICTION!"

"W-We both know that that's not true!" Twilight shot down, attempting to break through to him. "Please! I know there's still good in you, Talos!"

Exiled simply laughed in her face, "You're so naïve. You see the good in everybody even when it isn't there, no wonder Starswirl liked you so much! You live in your own little fantasy world! Don't you understand? There is no such thing as good and evil! Only perfect beings and imperfections. And imperfections such as you don't deserve the air you breathe."

Her eyes shot open, it didn't work!

"Now silence yourself and die!"

He was about to kill her.

He should've killed her!

But he stopped and dropped her to the floor.

Her throat was beyond sore as she massaged it with her hoof, coughing up a storm as she glanced up at Talos, who had turned around and begun slowly approaching the platform. What was going on? Why hadn't he killed her? She looked to the Gateway and saw why.

It was malfunctioning.

The clamps stopped pressing into the orb, thus ceased draining it of its energy. The Gateway itself had electricity crackling around it as it began to explode.

"No, no, no, no, no, no, no, no, no....." Exiled couldn't help but whisper in horror. "What's happening? Why did it stop? WHAT IS HAPPENING?!!!" He stopped shouting as a thought occurred to him. Who was the one that had built the device? Who had to add some minor adjustments to it before bringing it here.

He clenched his fists. He had been double crossed.

To add to his horror, the Foundation began to surge with power, gathering up all of its stolen energy to be re-released into the Multiverse.

"No..... NO!!!" He screamed as he rushed forward, but it was too late, the Foundation released a surge of power that had teleported The Exiled and the Guardians of the Multiverse out of the throne room.

But that wasn't all as the surge blasted out of the pyramid and into The Wastes of Foundation Prime, passing through everyone in the battlefield. And as it passed through each villain, they too were transported off of Foundation Prime and taken back to their home dimensions.

And the Soulless Ones simply short circuited and crumpled to the floor, having been taken offline by the Foundation of all Dimensions.

Celestia, Luna, and all the other heroes couldn't help but look around in utter confusion. What was that blast? Where had the villains gone? Why were the androids taken offline? Celestia glanced at the pyramid and furrowed her brows in worry. She could only hope that Twilight was okay.

On top of the Fortress

She didn't feel any pain whatsoever despite the brutal pummeling she had just received, she felt okay, better than okay believe it or not. She felt surprisingly light and rejuvenated, like all of her previous wounds had disappeared off of her body.

That's probably because they had disappeared.

Twilight steadily got to her hooves, taking note that they were no longer in the throne room. The sky was visible, the stars glistening the permanent night on Foundation Prime. Were they on top of the pyramid? That was the most logical answer. Turning around, Twilight saw the rest of her friends slowly getting back up to their feet.

"Ugh... My skull's ringing like a bell." Sonic groaned, rubbing the side of his head in discomfort. "What the heck happened?"

"The Gateway malfunctioned." Twilight answered, but when Sonic looked at her in confusion she tilted her head to the side.

"Uh, Twi? You're glowing."

Unsure what he meant, she looked down at her hooves and saw a white aura surrounding them. Twilight yelped, jumping back slightly, he was right, her whole body was covered in this white aura. When she looked back at Sonic she saw that he too was covered in the same aura. "I'm not the only one. Sonic, you're glowing too!"

The hedgehog looked down at his hands and hummed knowingly before turning his head to the left, seeing that each of the Guardians were covered in the same glowing, white aura.

"What the heck's going on here?" Mario asked.

"Not sure, but from what I can gather from these readings, I can only say that this has something to do with the Foundation of all Dimensions." Iron Man theorized, staring down at his hands as well.

"What makes you say that?" Sonic asked, still unsure what this meant.

"The readings I'm getting from all of you is an exact match with the readings I got from the Foundation, only drastically limited in power scale."

Batman walked across the roof and stood before Twilight, "It's the only logical explanation for what's going on." He knelt down and watched her with concern. "Are you alright?"

Twilight absentmindedly rubbed her neck but otherwise nodded, "Yeah, just a bit shaken up is all. Nothing to worry about."

"I wouldn't be so sure." Mario informed her with a wary tone in his voice. He pointed behind her, "Look."

Twilight turned around and sure enough saw what caused Mario to worry so much. There, kneeling on one knee with his head held low, was The Exiled. She turned her body around fully and stood beside Batman, silently charging up her magic just in case he made a move.

The other Guardians had the same idea, preparing themselves for another fight.

"You... You've ruined everything..." They heard him whisper harshly, his entire form shaking with rage as he raised his head and glared at them. "Eons of work, manipulation, dedication, planning. You've destroyed an eternity's worth of work in mere moments." He dropped his head again. "I was finally going to go home. I was finally going to be happy. And you ruined it!"

Twilight couldn't help but feel a twinge of sympathy for the Ancient.

Batman... Not so much.

"You did this to yourself."

Talos' claws dug into the floor, "You dare speak to me in such a manner?" He asked with a harsh whisper before a mad laugh escaped his vocal chords. "You think this is over? That you've won? No, you don't get to end this! Do you know who I am?! What I am?! I am a God among you, while you're just lowly mortals that pass themselves as Gods! You should be worshipping the ground I walk upon you ungrateful, disgusting, retched losers!" As he laughed a red crystal ejected out of his armor and sat just above his core, crackling with electricity. "You have a place and it seems you've forgotten it. Allow me to remind you."

The red crystal began to glow brightly as the electricity expanded from it, soon encompassing Exiled's entire form. His claws, visor, and core changed from yellow to red as a fiery, red aura flared up around him. Then, on his back, large red wings digitized into existence and flared open as he stood upright, glaring at his mortal enemies, the ones who took his home from him. The usurpers.

Now in his final form, Exiled was ready to end this.

He gave his wings a mighty flap as he ascended into the air, flying over the pyramid and glaring down at the Guardians, who were now standing together, glaring up at the one who wished to destroy them all.

This was the fight for the future.

"Burn with the weight of your sins!" Talos shouted as he shot down a red laser beam, intent on killing them for daring to defy his will.

Iron Man raised his arms to block the blast, but was in for a surprise when a white barrier appeared around him and the other Guardians. He looked confused, did he do that? "Well that's new!" He commented as the barrier continued to hold back the attack.

"I'm not complaining!" Was all Sonic said before boosting out of the barrier at speeds that even surprised him. It was as if he teleported to the other side of the roof. "Woah! I've never gone that fast!"

Exiled, however, was aggravated. "IMPOSSIBLE!" He added power to his attack, but the barrier suddenly exploded, strands of power shooting forward and striking the deity. The strands wrapped around him, holding him in place and leaving him vulnerable for attack. "What is this?!"

When Batman took out his Batarangs, they were suddenly engulfed in a fiery, white aura. It appeared that this aura also enhanced his weapons. He smirked before aiming and throwing the projectiles at the villain. They hit their target as he escaped his binds, digging into his armor and dealing a surprising amount of damage to him.

Talos tore out the Batarangs before being tackled from behind by Iron Man, who had silently gotten behind him to hit him with a surprise attack. Tony let go of Exiled and fired multiple flaming white rockets, each of them exploding upon impact and sending him spiraling through the air.

As he saw the villain steady himself, Mario leapt into the air and clapped his hands together, creating a white shockwave that sent Exiled flying back and sliding across the roof. He then narrowly dodged a red laser beam from Exiled before flying forward and punching him directly in the chest, damaging his core.

Exiled flew backwards and crashed into a pillar of white light, created by the one and only Twilight Sparkle, who simply smirked at the Ancient. Her eyes then glowed as she charged forward, white light spiraling up her horn until it shot forward in a laser blast that struck the villain, who blocked it with his palm.

Holding back the blast, Exiled was about to put the mare in her place, but that was before a white blur began circling around him, creating a tornado of holy light that blocked his vision. He was then suddenly struck from the left, then the right, then the front and back, sometimes all at once.

It was as if Sonic was in two places at once, that's how fast he was.

"COME ONE, STEP IT UP!" The hedgehog yelled before suddenly appearing before the deity and punching him directly in the face, cracking his visor.

Talos grunted in pain as he flew through the air, recovering in the air with a flap of his wings. "I'll put you in your place, hedgehog!" He spread out his arms, creating a red tear in the sky, before thrusting them forward and sending forth multiple red spears down from the tear.

Sonic sped in multiple directions to avoid the raining fire, as did the other heroes as they did their best to avoid the attacks. The hedgehog sped over to Twilight and stood in front of her protectively. With a snap of his fingers, a tornado of light encompassed the both of them and spun forward, protecting the two of them.

Batman leapt into the air and threw ten Batarangs that exploded right in front of Exiled, blinding him as the light engulfed him.

While Talos was blinded, Twilight jumped out of the tornado and flared up her horn, creating constellations in the night sky. The stars came together and created a massive spear. With a mighty yell, Twilight threw her head forward, which in turn, threw the spear downward and struck Exiled in the chest, cracking his core and damaging the red crystal.

Exiled crashed and tumbled on the roof before planting his feet down, forcing him to stop as the Guardians all stood together, their auras seemingly merging into one. He clenched his fists and shot up into the sky, his aura flaring up, his claws glowing brightly.

"ACCEPT YOUR FATE!" Exiled shouted as he charged up his final attack. "BURN WITH THE REST OF THEM!"

A massive meteor suddenly appeared in his hands, one that would surely wipe out anyone who was on Foundation Prime. Without hesitation he threw it down, the massive orb or red energy descending down to ensure their doom.

But they wouldn't go down without a fight.

Together they all flew up and, with a defiant yell, they collectively fired a massive white, holy laser at the meteor, slowing it down, but not stopping it. They all gritted their teeth, trying so hard to destroy the meteor, but it wasn't enough. They weren't enough.

They were going to die here.

"NO!" Twilight shouted in her head. "THIS IS NOT WHERE OUR STORY ENDS!"

They were chosen for this! They were picked to save everyone! They weren't going to let their friends, their families down now.

They could do this.

They would do this!

Once and for all!

With a collective shout, the Guardians of the Multiverse released a burst of white energy, their aura growing brighter as the laser embiggened. With their combined power the meteor began to crack with white, glowing spider webs. To add to that, the meteor was sent flying back into Exiled, who took on all of that power and could do nothing to stop it consuming him.

"NOOOOOOOOOO!!!!" With one final shout, Exiled was absorbed into the meteor as it exploded into white light, the shockwave spreading all across Foundation Prime. The meteor was gone, but Talos wasn't. As he hovered there in the sky, his wings dissipated and the crystal shattered into millions of pieces. With nothing left, he simply fell from the sky and landed on top of the pyramid, creating a dust cloud where he landed.

The Guardians looked down sternly before descending down to the roof slowly, the white aura surrounding them slowly fading away.

Once Twilight's hooves touched the ground the light faded from her and the others, their power boost now nullified and have now returned to their previous states. The mare couldn't help the giddy feeling inside of her; they had done it, they saved the Multiverse! Exiled was finished, there was no way he could muster the strength to fight after all of that.

But he could muster some strength as his clawed hand shot up from the crater in front of them. They all readied themselves just in case he was back for round three. But as he crawled out of the crater they saw how banged up he was, how his armor was sparking with electricity, his visor cracked and broken, as was his core. Once he crawled out of the crater he tried to get to his feet, only to stumble and land on his back, only able to elevate himself with his right elbow while he rested his left arm on top of his knee.

Upon seeing how weak he was, the Guardians of the Multiverse steadied themselves and simply stared at the fallen Ancient, knowing that he wasn't going to do anything in his current state.

"Why?" Was all he asked in a croaky, raspy voice. "I just wanted.... to go home... Why have you denied me that?"

It was Sonic who answered, "I know the feeling of being homesick, trust me, I get it." He shook his head as a stern expression overcame his face. "But resorting to killing everything and everyone that ever lived? Heck, even taking one life is a line that you never cross."

"We couldn't let you hurt anyone else." Batman added.

Talos simply chuckled raspily before descending into harsh and violent coughs. "I lost my home, it was ripped away from me."

"And you were going to do the exact same thing to us." Twilight said softly, looking at the villain sympathetically. "You talk about how your home was torn away from you, can't you see that you were going to do the exact same thing to us?"

"That's different!"

"Why?"

"Because you weren't suppose to exist!" He shouted back before going into another coughing fit. He calmed down before continuing, "My people were perfect, we created life in Elysium! We're life givers, peacemakers, pacifists by nature. And we were slaughtered for simply existing, everyone of my kind turned to ash for living! I just wanted to go back and save my people!"

"Looks like history's repeating itself." Was all Mario said, which got Exiled to shut up.

He stared at the plumber in a confused daze, "What?"

Mario stared at him as if it was obvious, "Don't you see? You were willing to wipe us out to get back home, hating us for being 'inferior' to you. Hating us for simply existing. Don't you get it? You're no different from that thing that wiped you all out."

Talos wanted to yell, to tell him that he was wrong, but then he stopped to think. The abomination that wiped out his kind. His master plan to kill the Multiverse just to restore his home. It wasn't hard to see the similarities between the two. He looked down, had he gone too far? He just wanted to save everyone, to do whatever was necessary to achieve that goal. But did the ends really justify the means?

He kept silent, knowing that Mario was right.

He was no different than the thing that killed his people.

He felt weak and cold, but that wasn't because of the revelation.

He opened his hand and stared down at it, a spider web-like crack formed into the palm of his hand, a white light shining through it. He stared at his palm for a few moments before putting his head down, the cracks beginning to form around his body.

The Guardians looked on in confusion as more cracks appeared. "What's happening?" Twilight asked.

"Heh. The power of the Foundation that you wielded has taken its toll on my body." Exiled revealed, surprisingly calm about his current situation.

"You're dying." Batman said in realization.

"Yes." Talos nodded. "Soon my body will deteriorate into nothing and I will be gone." All was silent on the roof of the Fortress. It was so silent that you could hear a pin drop and the echoes that would follow. "I am the last of my kind." He said suddenly, catching their attention. "My last hope was to recreate what got me here, restore my home for future generations to prosper. To hear the children laughing, oh the joyous laughter. To be with my people one more time." He looked down in sorrow, the cracks beginning to shine brighter. "I guess that's not in the cards for me."

No-one could say anything, what could they say?

To everyone's surprise Twilight Sparkle trotted over to Exiled... and sat down with him.

She placed a hoof on his leg as he asked, "What are you doing?"

"Sitting with you." Was all she said.

"Why?" Was the question on everyone's minds. "Why are you showing me such kindness? I tried to kill you. I tried to kill everyone."

"Nopony's beyond redemption or friendship." Twilight Sparkle stated, looking up into his visor with kind, gentle eyes. "Even you. You don't deserve to be alone when the time comes. So I'm going to sit here with you... and wait."

He was baffled, stunned, confused, but if she wanted to stay with him in his dying moments he would not deny her that. "Thank you." Was what he had said before turning his head upward, staring at the stars in the sky. As the cracks reached his face he uttered in wonder, "I see it." The cracks grew brighter, arcs of light shining through his form. "Home." He tried reaching out to it, but he was frozen stiff. He simply stared and whispered his dying breath.

"Elysium."

With that dying word the light overcame him and blinded everyone present, causing them all to shield their eyes to protect their eyes from the blinding light. When the light died down and they opened their eyes, all they saw was dust particles flying off into the wind.

He was gone.

Nobody dared say a word, sure they had to stop him, but they didn't want him dead.

Mario took off his cap and held his head low.

Sonic simply closed his eyes, turning his head away.

Iron Man folded his arms, letting various thoughts flow through his head.

Batman closed his eyes and lowered his head.

Twilight wiped away the tears with her foreleg as she got up and walked over to her friends. But she stopped suddenly and stared, resulting in the others turning their heads, to see Celestia, Luna, Hiro and Baymax, and Superman land on the roof.

"Twilight." Celestia whispered, so so proud of her faithful student. She let a chuckled escape her when the unicorn tackled her chest in a tight hug. She wrapped her wings around her and said, "I am so proud of you, you've truly done the impossible." She removed herself from the embrace and turned her head to the other Guardians. "And you made some of the best friends you could ever have." She stared down at the unicorn, who was blushing at the praise. "This endeavor confirms it. She is ready to fulfil her destiny." Celestia thought to herself, thinking about sending her a certain book in the future.

"So what happened?" Hiro asked, still on Baymax's back. "Is it over?"

The Guardians looked to one another before Batman confirmed, "Yes, it's over."

A few minutes later

After word got out about Exiled's defeat, the army of heroes all celebrated joyously, cheers were cheered, and hugs were exchanged, courtesy of Pinkie Pie. But their mission wasn't over yet as they had one thing left to do. They had to ensure that the Foundation could be repaired so that it could fix all the damages made to the Multiverse.

They only had to do one thing.

"You want us to what?" Sonic exclaimed, not sure if he heard that right.

Celestia, Luna, the Mane 6, and the Guardians led the heroes through the hallways leading to the throne room where the Foundation of all Dimensions resided. Everyone was chatting amongst themselves, getting to know one another as they discussed their victory over the forces of evil.

Celestia chuckled at the hedgehog and explained, "If what you told me is true then you've already become somewhat entuned with the Foundation of all Dimensions. You just need to do so again and use your combined strength to fix it."

"And then all shall be returned to normal." Luna added.

Twilight tapped her chin, "We could try. But the problem is that we don't even know how we did it in the first place."

"Or if we can even recreate it." Tony said, also thinking of ways to recreate what had happened.

Meanwhile Rarity was focused on other things, "Well, I cannot wait to get back to Ponyville! My mane has been through the pits in this adventure." She was met with several unamused stares. She blushed in embarrassment. "Whaaat? Surely I'm not the only one who's looking forward to some relaxation?" She defended herself as they entered the throne room.

"Things aren't going to work out quite that way."

Upon hearing this they all turned to Batman, who had a scowl on his face.

"Whyever not?"

"Look." He simply pointed forward, giving rise to the gasps that echoed throughout the throne room. And given the sight before them, it was hard to blame them.

"The Foundation of all Dimensions." Batman started.

"IT'S GONE!" Twilight shrieked in panic, darting forward toward the now destroyed Gateway, trying to find something that could explain this.

"HOW COULD IT BE GONE?!" Princess Peach asked the question on everyone's minds.

The heroes all raised their own exclamations at this sudden tragedy, and the consequences that this had for the Multiverse as a whole.

"It's obvious that someone stole it." Spider-Man growled.

With dread all over her face, Celestia slowly walked forward toward Twilight Sparkle. "Without the Foundation of all Dimensions the Multiverse cannot be restored to its former glory. It will remain damaged indefinitely."

"There has to be something we can do!" Knuckles said, his fists getting itchy to punch something.

"We'd have to find whoever took it in the first place." Captain America reminded the echidna.

Sonic looked to the First Avenger and asked, "But who could've done that?"

As if tempting the universe itself, a blue portal suddenly opened in the air behind them, leading to the heroes to turn around and witness to whatever was coming through. What emerged from the portal was a round red and black robot, with large, grey legs having two blue, circular highlights on each leg. On its back were two red jacket vents, and two rocket boosters behind its shoulders. It had three fingers on each hand, large circular vents on its shoulders, a dome shaped head with a singular visor on the front of its face, an embedded on its chest was the Foundation of all Dimensions, with blue highlights expanding from it going all around its body, its blue energy powering the machine.

The Forge of all Creation hovered menacingly above the heroes as the portal closed behind it. As everyone stared at the robot in uncertainty, a blue hedgehog simply glared at the familiar looking robot, his teeth bare and his fists clenched.

His suspicions were confirmed when the visor slid open revealing...

(Play from 0:10)

Dr. Eggman!!! "Me, of course!" He revealed with a boisterous laugh, with Orbot and Cubot popping up behind him. He cackled like a mad man before explaining, "I needed some alone time to supercharge my mech with the Foundation of all Dimensions! You fighting The Exiled gave me the perfect opportunity to swipe it from right under your noses!"

Of course... It all made sense! The Gateway malfunctioning, Exiled's plan falling apart right at the end, the Foundation going missing! "It was you." Twilight said with a whisper as she marched forward toward The Forge. "You're the one who sabotaged Exiled! It was you all along, Dr. Eggman!"

"Why am I not surprised?" Sonic asked with a sigh.

"A good deduction, Twilight." Eggman complimented as he stroked his moustache. "As soon as I found out what he had planned to do with the orb I knew that I had to take it for myself! I couldn't just let it go to waste, so I sabotaged his precious Gateway and took it for myself. He may have had the others fooled, but unlike them, I have an IQ above room temperature, I could see that he was using us, and nobody uses me!" He folded his arms over his chest and smirked, "And now my ultimate weapon is complete! Now with the Foundation of all Dimensions in my grasp I can use it to expand the Eggman Empire across various dimensions, and rule the Multiverse for a thousand generations!"

The Forge clenched its fists as it was engulfed in blue fire, the Foundation of all Dimensions humming as it powered the robot.

Sonic, having heard enough of Eggman's gloating, walked up beside Twilight and glared up at his arch nemesis. "In what world, any world, would I ever let you do that? I beat you all the time by myself, now," he gestured to the army of heroes behind them, "you have a whole super team standing against you!"

Optimus took a step forward, "I do not know who you are, but I cannot allow you to misuse the power of the Foundation of all Dimensions."

"You're out of your depth, human!" Celestia declared with a stamp of her hoof. "Surrender now!"

But Eggman wasn't threatened in the slightest. In fact, he was amused at the thought of them defeating him. "It appears you need a demonstration." He fell back into his chair as the visor slid down, covering the cockpit as it lit up brightly. "Allow me to oblige!"

As the heroes charged forward, Eggman simply had the mech snap its fingers. As the snap reverberated through the room, everyone was suddenly engulfed in a blue aura that held them all in place. As they all struggled to break free, Eggman simply laughed as he rubbed his hands together.

"The room seems a bit crowded, wouldn't you agree?" Eggman snarked as the Foundation lit up and before anyone could question it, everyone beside the five Guardians were teleported out of the throne room. With that out of the way, Eggman leaned forward and grinned, "The Guardians of the Multiverse. Right in my clutches with nowhere to go. You know I read the manuscripts and I have to say that I hate the fact that the rodent is some predestined hero meant to safeguard all existence. As long as you five live there will always be someone around to stand against me. I think it's time we change that." He focused his attention on Sonic. "I never thought our rivalry would end quite like this, but I'm not complaining! It almost makes me sad that we'll never do this dance again. Almost. Goodbye Sonic, you will not be remembered fondly."

With that The Forge teleported out of the throne room, leaving the Guardians trapped in its telekinetic hold.

"What do we do?" Mario asked Twilight and Sonic, struggling to break free.

"I don't know." Twilight whispered in horror.

Outside in the Wastes

The Forge of all Creation appeared in the sky with a flash of light, turning around to face the pyramid in the distance. When Eggman glanced down he saw the Guardians' allies looking around in a confused daze. His laughter caught their attention as they looked up to face him.

"You're all gonna want to see this." He revealed ominously as the lights on the mech began to glow, the orb in the mechs chest crackling with electricity as, it too. glowed brighter. When staring at the orb charging its power, it was as if it was pulling in the stars with its own gravitational pull.

Before anyone could stop it, the mech fired a colossal blast from its chest directly at the pyramid.

The pyramid the Guardians of the Multiverse were currently trapped it.

As the Mane 6 cried out Twilight's name, they could only watch in horror as the beam made contact with the pyramid and blew it up in an explosion of blue light. The resulting shockwave sent everyone onto their backs, a massive gust of wind overcame them as a dust cloud shrouded them all effortlessly.

Once the dust settled, Damian Wayne could only fall to his knees at the sight of the pyramid crashing down into a pile of rubble. He could only stare wide eyed as his only family died before his eyes, and he was powerless to do anything about it. He held his sword close and swore that it would taste Eggman's blood.

The sounds of crying was all that could be heard.

The servers are the seven Chaos.

Chaos is power, power is enriched by the heart.

The controller is the one that unifies the Chaos.

The Chaos Emeralds began to glow, their light shining through the darkness surrounding them, the gems sparkling with raw energy. As they floated up into the air they all focused on the five beings that laid bare underneath the rubble. They were barely alive, but a pulse was enough to draw their attention.

They focused on the Guardians and their inner light, hovering above them and breathing life back into their lungs. They circled around them, the rubble covering them lifting up off of them as they began to ascend into the air. As the Emeralds circled faster, their wounds magically disappeared and life was flowing through them once more.

And when they opened their eyes, they weren't their normal color.

They were red.

Back outside

"I GOT HIM!!!" Eggman celebrated with a fist bump. "I FINALLY GOT HIM!!! OH HO HO HO HO HO HO!!!"

But his cheers were cut short when a golden light began to shine through the rubble of the pyramid. This had caught his attention as he leaned forward to get a closer look.

"What is that?" He asked himself. "It looks...." His eyes shot open in despair and outrage at the familiarity. "No..... No..... NO! IT CAN'T BE!!!"

His fears were confirmed when multiple arcs of light shined through the remains of the Fortress. Everybody looked on in amazement and shock as the arcs grew larger and brighter, so bright that they were forced to cover their eyes as the arcs merged into one, large beam of golden light.

The beam shot up into the sky, as did five silhouettes that broke through the rubble and hovered in the air, each of them surrounded by an aura of golden fire.

The first was a golden colored hedgehog. Super Sonic had returned.

The second was the Invincible Iron Man, who was now wearing a Chaos Emerald powered version of his suit. It was yellow in color, with places on the armor colored a pale yellow to match. His highlights were still blue, but his gauntlets were bigger, and he now sported shoulder guards and his Arc Reactor was now a triangular shape.

Mario's overalls were now yellow, the same with his cap and his eyes. His blue shirt was now a heavenly white color, and the buckles on his overalls shined brighter than ever before.

Batman's suit was now white with yellow lines of power surging through it, his cape and cowl were yellow now, as was his bat emblem, boots, and gloves.

And lastly Twilight Sparkle's coat was now yellow instead of the vibrant lavender she was accustomed to. Her mane was red with a white stripe going through it, the same was going on with her tail. Her eyes were red, and her Cutie Mark was now a white star.

The Super Guardians of the Multiverse floated in the air above the destroyed pyramid, their bodies engulfed in Chaos Energy, and their sights set on Dr. Eggman and The Forge of all Creation.

Everyone could only look on slack jawed, some were crying tears of joy, and others were cheering them all.

But none of them were as livid as Dr. Eggman.

From behind him he heard Orbot utter, "Whelp, time to add this failure to the tally."

Eggman backhanded the robot and threatened, "If you so much as add a single mark on that tally, I'll turn you into a washing machine!" He set his sights back onto the Guardians and smirked, "Besides I'm not finished yet!" Outside, The Forge raised a hand and fired a blue orb that enlarged into a portal. "You want me? Come and get me!" With that, The Forge flew into the portal, daring the Guardians to chase him.

Twilight looked at Sonic, then Mario, then Iron Man, and then finally Batman. They all nodded in understanding of what needed to be done, and how it needed to be done.

"You guys ready to finish this?" Sonic asked with a coy smile.

"More than ever." Iron Man replied.

"Time for the final boss!" Mario exclaimed, nodding to the others.

"It's time to finish this once and for all." Batman said with a determined smirk.

Twilight turned her head and stared at the portal, "We'll chase him through the Multiverse if we have to." Together they all flew through the air, flying right over their friends and family, blood related or not, and heard them all cheering for their success. "Let's go save the Multiverse!"

With that in mind, the Guardians of the Multiverse entered the portal.

Author's Note

Didn't think it was over yet did you? C'mon, you can't have a crossover with Sonic in it without having a final Super Form battle! This was the plan from the very beginning, I'm sure you all saw the hints throughout some of the chapters.

Strap in, we've only got a couple of chapters to go now!

Super Twilight - Created by me.

Super Batman - Created by me.

Super Mario - Created by me.

Super Iron Man - Created by me.

The Forge - Created by me.

Exiled (Final Form) - Created by me.