When Joker failed to answer any of the calls they'd sent his way, the remaining four super villains had decided there was no other choice than to proceed with the plan. Rather than attack Arkham head on, they thought it best to sneak in through Arkham Cavern beneath the asylum, where the water supply came from. Scarecrow didn't intend to infect Gotham with fear toxin through the drinking water again, but once they'd freed all the inmates, taking out Batman with the strange weapons would be a simple task.

After arriving at Gotham Reservoir, Penguin had deployed his large, yellow, duck-shaped boat, and the villains had climbed aboard, despite Croc's complaints at having to ride in something so stupid looking. After about an hour of travel, the quartet, along with a conspiracy of Penguin's trained ravens, had arrived at the cavern beneath Arkham Asylum.

"Now we're sure that Batman hasn't figured out what we're planning, right?" asked Mad Hatter. His voice trembled, giving away his feelings on that particular matter.

"Relax, Tetch," insisted Penguin. "Even if Batman managed to catch him, Joker wouldn't be willing to give us up. He'll just sit back and laugh in Batman's face until we go rescue him."

"Do we really have to save his chalky butt?" Croc whined. "He thinks he's so much smarter than me and rubs it in my face all the time! Plus, he orders us all around like that clown chick he hangs with."

"If we don't break him out, he'll break himself out," said Scarecrow. "And then he'll be angry and come after us. Trust me, my reptilian friend, it's much better to have Joker with you than against you."

"Whatever," Croc grumbled.

Penguin reached into his coat, pulling out a map of the caverns. He dragged one flipper-like hand across the surface of the paper, mulling it over in his mind, while the birds waited patiently above their heads.

"Alright, gentlemen," he announced, folding up the paper, "we're directly underneath the asylum now. We merely need to access the maintenance corridors to be inside. From there, we subdue the guards, and free all our comrades."

"Ironic how we're now trying to break into a place we're constantly sent back to," said Mad Hatter with a sneer.

"I've never been sent to Arkham," Penguin pointed out.

"Well, bully for you!"

"Cease this infighting, you buffoons!" snapped Scarecrow. "The longer we stay down here bickering, the larger the chance of Batman deducing what we're up to!"

"I hate him, but the doc's right," said Killer Croc.

Penguin rolled his eyes. "Very well." He raised his umbrella. "The first thing we need to do is—"

He didn't get to finish, as a batarang came flying through the air, striking his hand and knocking the umbrella out of it. Penguin yelped in pain before spinning towards the source, discovering the Dark Knight standing before the door that led into Arkham Asylum. He hadn't been there two seconds ago.

"What was that about Batman having no clue again?!" demanded the Mad Hatter, pulling out the bottomless gun.

"It's over," Batman said simply. "You're outnumbered. Hand over the weapons, surrender, and nobody gets hurt."

"What, can you not count?!" demanded Croc. "There's four of us, and one of you. You didn't bring those girls with you this time!"

"Shouldn't have said that," whispered Scarecrow.

Within the next second, his words proved to be prophetic, as a rainbow-colored blur appeared out of nowhere, zipping around them in a circle. As it went, it deposited the other six girls in a perimeter around them, and within five seconds, they were surrounded.

"Howdy," said the blonde, with a smug grin on her face.

About one hour earlier...

Batman counted himself lucky that Sunset had been able to get that one word from reading the Joker's mind. Otherwise, he would've been searching desperately for clues, while the villains made their way to Arkham Asylum and destroyed it. Now that he knew what they were planning, all he had to do was floor it in the Batmobile, beating them easily.

Dr. Bartholomew had, thankfully, been willing to listen to Batman's pleas this time. As Batman passed through the halls of Arkham, receiving death glares from the likes of Two-Face, Poison Ivy, and the Ventriloquist, the entire facility went into lockdown, ensuring that security was at maximum alertness, and all patients were guarded in their cells. He stopped briefly in front of Harvey's cell, barely able to look his former friend in the eye. Dent said nothing, merely flipping his coin.

The tricky part had been getting the Rainbooms inside the tunnels without them being seen by the Arkham staff. Still, with the course that Alfred had plotted from Gotham Reservoir, the women had parked their van a good distance away, and gotten through the underground system on a combination of Twilight's telekinesis and flying on Rarity's barriers. Once the octet met up in the caverns, they laid out the battle plan.

"Obviously, our highest priority is to get the magic out of those weapons," said Batman. "You said you had a device capable of siphoning it, right?"

"Got it right here," replied Twilight, producing the object in question from around her neck. The circular machine was basically a recreation of her project from the Friendship Games, only this one could be controlled, and wouldn't suck the magic out of anything and anyone in the immediate vicinity. "I'll need everyone else to get those supervillains to use the magic weapons, then we take the magic with this."

"Good," said Batman. "Remember what we agreed on: no unnecessary risks. If it looks like you're in over your head, tag out."

"Understood," replied Sunset. "Applejack, Pinkie, remember we don't want to hurt them. AJ, pull your punches. Pinkie, try to avoid direct contact with the exploding sprinkles, if that's a possibility."

"Gotcha," answered AJ.

"I will!" said Pinkie.

"Good," said Batman. "Now get into positions."

"I'll say it one more time," Batman continued. "Give up. You can't beat all of us."

The villains didn't respond. Nobody moved for about ten seconds, though everyone was tensed up to fight. Batman could picture the wheels in the heads of the supervillains turning, as they tried to figure out a way to salvage this situation. He deeply hoped they would take the easy way out and give up, as he would much prefer to end this without further injury. Unfortunately, the pessimistic part of his brain reminded him they were unlikely to do so.

Finally, Mad Hatter pointed the magic gun at Batman, and squeezed the trigger. Batman immediately leaped to the side, avoiding the white, spherical projectile that slammed into the cave wall.

"Oh, great idea, Tetch!" Penguin shouted, as Batman and the Rainbooms charged towards them.

"Well somebody had to do something!" complained the Hatter.

No more words were exchanged, only fists. Killer Croc managed to slip the magical gloves on, and charged Batman and Applejack, clearly intent on avenging himself over the battle of the warehouse. Applejack ducked under his first roundhouse punch, only to retaliate with one of her own, nailing him in the stomach. Batman followed up with a side kick, booting Croc backwards, but the reptilian man soon recovered.

Sunset, Fluttershy, and Pinkie targeted the Penguin. Out of the four supervillains, he seemed the least like a threat, but they remembered Batman's advice, and exercised caution. Penguin, seeing himself cornered, jammed his fingers in his mouth and whistled loudly, drawing the attention of his ravens. The black birds, seeing their master in danger, immediately descended from the cavern ceiling, and flew towards the three Rainbooms, talons extended. Sunset and Pinkie hurriedly shielded their faces with their arms, until Fluttershy stepped in front of them.

"Listen here, you!" she yelled at the birds, who immediately ceased their advance, and simply hovered in the air. "You should know better than to work for a big meanie like the Penguin! Now leave my friends alone, or else you're going to time-out!"

Penguin cackled at the sight. "Oh, you really believe that'll do anything, you fool?! These birds are loyal to me and me alone! They don't understand you! And they'll tear you and your friends limb from..." He trailed off, noticing the ravens weren't attacking. Instead, they made a series of small chirping noises, which Fluttershy nodded at.

"Yes, I'm sure the working conditions are terrible. He's a bad man, after all." She shot a quick glare at Penguin. "But it's okay. Now you know better. You'll make the right choices. Can you take care of yourselves?" The ravens chirped again. "Good. Now, off you go."

The flock turned around, and flew away, heading for the exit to the underground cave system. Penguin just watched as his loyal birds deserted him, his jaw dropping lower and lower as they disappeared.

"That's...not fair..." he whined, as Sunset and Pinkie advanced on him.

"Tough luck, Pengers," chuckled Pinkie. Sunset cracked her knuckles.

Grunting, Penguin clicked the trigger in his umbrella handle, and produced a small blade from the tip. He lunged forward, making a sweeping motion, in an attempt to slice the women with the weapon. Pinkie and Sunset both leaped backwards, as Pinkie reached into her pocket and pulled out the bottle of sprinkles. She shook a small pile onto her hand, and clenched her fist to activate her geode. With a careful toss, she sent the sprinkles falling down at Penguin's feet, where they exploded in a burst of pink smoke. Penguin was momentarily blinded by the sugary smoke, giving Sunset the chance to run up and deliver a roundhouse kick into his stomach. Penguin dropped to the ground, coughing from the impact to the gut, and dropped his umbrella in the process. Pinkie seized the umbrella before he could pick it up.

"You know, you can surrender now," said Sunset. "You don't have much of a chance on your own."

"That's what you think, little girl," Penguin snarled. He slipped one hand into his sleeve, pulling out the magic straight stick. Sunset's eyes widened, and she dove down into a somersault before he swung the weapon, losing nothing but a few hairs in the process.

"Oh, come on!" complained Pinkie, grabbing her sprinkles again. "Why can't bad guys ever take the easy way out?!"

She shook more sprinkles into her hand, and pitched the exploding sugar at Penguin, who responded by jabbing forward with the straight stick. Magic collided with magic in midair, and though the sprinkles exploded normally, they failed to damage the weapon. Gritting her teeth, Pinkie began chucking more and more piles of sprinkles at Penguin, who moved with the speed and form of a trained fencer, deflecting or obliterating every one.

"You know, he's actually pretty good at that," Sunset noted, remembering her time on the Canterlot High fencing team.

"Uh, Sun?" said Fluttershy. "Maybe we shouldn't compliment our enemies in the middle of a fight?"

"Right, sorry."

Penguin made another jab at Pinkie, who jumped sideways to avoid it, but dropped her sprinkle bottle in the process. Without a weapon, Penguin advanced on her, grinning wickedly as he raised the straight stick one more time.

"Any last requests, child?" he asked, mockingly.

Pinkie's eyes were filled with fear, but that faded away quickly as she looked over Penguin's shoulder.

"Yeah," she replied. "Look behind you."

Penguin's eyes widened, presumably as he remembered what he'd forgotten. He tried to spin around on one heel, but it was too late. Sunset and Fluttershy both punched his head, driving him to the floor. The magical straight stick fell out of his grip, clattering to the cave floor and coming to a rest.

"Twilight! Now!" called Sunset.

Twilight, propelled by her own telekinesis, floated over to the straight stick. She popped open her device, and it quickly drained the magic from the straight stick, causing the silver color to fade from the object. Within one minute, the weapon was reduced to an ordinary straight stick.

"One down," breathed Twilight.

Penguin groaned from his position on the floor, having apparently lost the will to fight. Sunset produced a pair of cuffs borrowed from Batman, and hurriedly linked Penguin's hands together.

"There. He's not going anywhere. At least, not for a while," she noted.

"Good," replied Fluttershy. "Now we just need to take out the others."

Meanwhile, Rainbow and Rarity were dealing with Scarecrow and Mad Hatter. Scarecrow had produced another sickle, and was in the process of dueling Rarity, who used her barriers like personal force fields, shielding herself carefully from every blow. Mad Hatter had the magical gun, and was taking shots at Rainbow, whose super speed enabled her to swerve around each and every one of them. It was more difficult than dodging normal bullets, but she hadn't failed yet.

"Will you just stop dodging already?!" demanded the Hatter, as Rainbow zipped between three more magic bullets.

"Thanks for the offer, but I'd rather not end up in the hospital, thank you very much," Rainbow retorted.

While she projected an image of confidence outward, internally, she knew she wasn't making a lot of progress. She couldn't just rush at Mad Hatter, or she'd make herself an easy target for the gun. And she didn't want to know what it would do to a living person. There had to be some way around it.

Rarity was having similar difficulties. She could defend herself, but Scarecrow was so aggressive, he left no opening for her to counter attack. Sure, they'd nullified his fear gas, thanks to Batman's antidote, but even without it, Crane was a formidable combatant.

Suddenly, on the verge of dodging another magic gunshot, Rainbow tripped over a rock, and with her super speed, was sent flying towards Rarity, who didn't have time to react. The two Rainbooms crashed into each other, and were sent tumbling head over heels before landing in a tangled pile of limbs.

"OOF! Rainbow, must you be so clumsy?!" Rarity demanded.

"Hey, it's not my fault I slip up occasionally when I'm zipping around like crazy!" Rainbow snapped back. "Besides, the floor of this cave is uneven! It's a pain in the neck!"

"Well, don't worry," replied Mad Hatter, pointing the magic gun at them, as their attention snapped back onto him. "You won't be feeling that pain much longer."

"Uh-oh," breathed Rainbow.

Mad Hatter's finger squeezed the trigger, but Rainbow was already on the move. She untangled herself, jumped to her feet, and scooped Rarity into her arms. As the bullet came at them, Rainbow zipped away, carrying a surprised Rarity bridal-style, and began zooming away, leaving a rainbow-colored trail behind her. Mad Hatter kept firing, sending more and more magic bullets after them, but Rainbow was more aware now, and made no attempt to show off this time. She kept a good distance ahead of the gun, and Tetch couldn't react fast enough to get a bead on her.

As he kept rotating to try and hit the women, he inevitably ended up with Scarecrow between him and them.

"HEY! Don't point that at me, you idiot!" shouted Scarecrow, shielding his face with both arms.

"Well, excuse me!" snapped Tetch. "I don't see you helping me take them out, Crane!"

The two supervillains continued yelling at each other, while Rainbow, finally having a moment of peace, zipped behind a stalagmite and set Rarity down.

"For a couple of mad scientists, these guys aren't the sharpest tools in the shed," she muttered, keeping her voice low.

"I agree, darling," said Rarity. "But that's beside the point. Neither of us were making any progress against them. We need a new tactic."

"Right. I can't run straight at Hatter because of that gun, and you..." Rainbow trailed off as a thought occurred to her. "Rare, what if we changed dance partners?"

"You mean switch opponents, right?" asked Rarity.

Rainbow rolled her eyes. "Of course, duh," she replied. "Do you think your barriers could stop those magic bullets?"

Rarity pondered for a moment. "It's possible," she guessed. "Twilight had trouble moving them with her telekinesis, but maybe I'll have better luck."

"It's gotta be worth a try," said Rainbow. "Just signal me if you need help."

Rarity nodded. Rainbow then zipped out from behind the stalagmite, over to where Mad Hatter and Scarecrow were still arguing. Hatter noticed her, but not quickly enough to aim the gun. Rainbow grabbed Scarecrow by the wrist, yanking him off his feet and tossing him a good distance away.

"HEY!" yelled Mad Hatter as he raised the pistol, only for a sphere of Rarity's diamond barriers to enclose his hands, enveloping the expanding magic bullet. The projectile was unable to expand or go any further away from the muzzle. The barriers sparked and cracked from the effort, but held.

"What is this?!" Mad Hatter demanded, squeezing the trigger repeatedly to no effect. "What have you done to—"

This time, the interruption took the form of Rarity driving her foot into his rear, sending him face-first into the cave floor. Mad Hatter dropped the magic gun, and the single bullet he'd fired went off into the wall. Rarity grabbed a pair of handcuffs and clamped his wrists together, while Twilight's raspberry aura enveloped the pistol and levitated it upwards, where she used the device to drain the magic from it. Satisfied, she dropped the inert black pistol to the floor.

Scarecrow managed to climb to his feet once more, and watched the previously described events unfold. He tightened his grip on his sickle in rage.

"You won't stop us," he growled. "We will win this, and—"

A finger tapped him on the shoulder. "And how do you plan to pull that off?" asked Rainbow.

Roaring with fury, Scarecrow spun around and aimed a slash at Rainbow's head. The prism-haired woman waited until the last possible microsecond before zipping out of the way, and repeated the process with all of Crane's follow-up attacks. With a smug grin, she delivered a super-fast uppercut to Scarecrow's jaw, sending him falling flat on his butt, and forcing him to drop the sickle. Before he could even move, she ripped off his gloves, relieving him of the fear gas sprayers, and cuffed his hands together.

"And then there was one," she said with a smile.

At the same time, Batman and Applejack had continued their tussle with Killer Croc. With the magic gloves on, his strength was roughly equal to Applejack's, which surpassed Batman's peak human strength. However, even with the added power, he couldn't match the Dark Knight's skill.

With a frustrated roar, Croc threw another powerful punch at Batman, who used both hands to direct the blow into a nearby stalagmite. Croc's fist sank into the stone like butter, and it took him a second to pry it out. Applejack took advantage of that second to backhand him across the face, still pulling her punch so as to avoid knocking out some teeth. Croc was thrown backwards, but managed to recover mid-roll, coming to a rest on his knees.

"We don't seem to be making a lot of progress here," Batman noted. "He hasn't managed to hit either of us, but that's it."

"I know," replied Applejack. "We need to get those gloves off his hands if we're gonna drain them. Any idea as to how?"

Batman thought for a moment, as Croc climbed back to his feet. "There might be a way, but it's risky. Are you up for it?"

"I'm down to try anything."

Batman quickly laid out his plan before Croc charged towards them. He threw another punch at Applejack, who caught it with one hand, before punching with her free hand, which Croc caught. The two were left grappling and trying to break each other's grip with no success.

"When I get outta this," Croc snarled, spitting drops of saliva onto Applejack's mask, "I'm gonna make you regret messing with me!"

"Oh? And how are ya gonna do that? Throw a rock at me?*" the farmer shot back.

Croc ground his dagger-sharp teeth and tried to use the full weight of his body to push Applejack over, but she held firm, even against his superior size. The two stayed locked in combat for a few more seconds, before Applejack made her move. She suddenly fell backwards, but as she did, she pinched the glove on Croc hand that she held, quickly using the force of her momentum to yank it off. As she fell, she used both hands to go into a handspring, bouncing away from Croc.

Croc stared at his unclothed hand in shock, his brain seemingly unable to process what had just happened. Before he could make another move, Batman dropped from the cave ceiling and landed on Croc's back, sending him into the ground. Using both hands, Batman pried off the second glove, and tossed it towards Applejack, who caught it. Croc thrashed for a few more seconds, until Batman shut him down with a swift punch to the back of the head.

"Twi!" yelled Applejack, chucking both gloves towards the scientist.

Twilight used her magic to catch the gloves, before opening her device one more time. The white glow (the magic) was soon pulled from the hand garments, and they dropped to the ground once more. Twilight closed the device over a fairly large sphere of solid magic, and sighed with relief.

"There," she said. "All according to plan. Nobody got hurt, we're all good."

Batman stood up. "Okay, now we need to call the authorities," he announced. "You girls should probably get out of here before they arrive. I'll come up with something to tell the police."

"Sounds good to me!" replied Pinkie. "Who's down to get some ice cream after—"

She never finished. Killer Croc suddenly tackled Batman from behind, and punched him in the head, dazing him. Then he leaped over Applejack, and before any of the Rainbooms could react, he'd landed in front of Twilight, seized her magic-sucking device, and yanked it off her neck.

"Wait, stop!" shouted Sunset. "Croc! You don't know what you're doing!"

"If you don't want me to do it," Croc sneered back, "then I'm fine with that."

He put both hands around the device. Twilight and Rarity both reached out with their powers, and Rainbow zoomed towards him, but it was too late. Croc's strong hands crushed the magic holder, shattering it.

Author's Note

*Come on, I had to reference my favorite episode somewhere.
Only two chapters to go!