Friendship Meets The Caped Crusader

by Boltstrike58

Rating: everyone
Tags: Adventure, Equestria Girls, Main 7 (EqG), Crossover, Batman, Human
Length: 29829

The Rainbooms trace a bunch of magic-infected items to Gotham City, where they come face-to-face with the legendary Batman.

Magic continues to leak from Equestria to the human world. Fortunately, Twilight Sparkle's inventions have been able to track the magic-infused objects, and the Rainbooms set out on yet another adventure.
The bad news is the items have been moved to Gotham City. The seven young women will have to dive head-first into the most crime-ridden city in the country, hoping their magic abilities will be enough to protect them, and hoping they can avoid a confrontation with Gotham's resident vigilante, the Batman.
Then again, trouble has a habit of finding them.

My attempt to cross Equestria Girls with my favorite cartoon of all time, Batman the Animated Series. Coverart by Little Tigress

Published 2024-05-18 04:40:01 UTC
Last updated 2024-10-14 00:54:50 UTC

Chapter One: Setting the Stage

As the night wore on, the streets of Gotham City were barely illuminated by the few lamps the city had seen fit to install. There were also the police blimp and helicopter lights shining down into the street, but even with them, the town seemed to emit shadows from everywhere at once. Few cars drove down the paved roads in the darkness. One of those cars that stood out was a small, bright blue bus, painted with rainbow streaks and musical notes. This bus held a group of seven young women, barely out of high school, and out of their element.

Taking another glance at her computer, running off the mobile hotspot they'd brought with them, Twilight called out "Turn left at the next intersection, Applejack." The farmer in the driver's seat followed the instructions easily.

"Remind me again why we decided to drive all the way out to the most crime-ridden city in the country?" squeaked Fluttershy, poking her head out from behind the seat. "We just got here and already this place is giving me goosebumps."

"No need to worry, Fluttershy," insisted Pinkie. "We've got magic super powers on our side! What could possibly go wrong?"

"Never say that out loud," said Applejack. "It's just askin' for trouble."

"Remember, we need to track down that loose Equestrian magic," said Sunset. "Thank God Twilight's new scanner picked it up before it left the city, or we'd be none the wiser. Luckily, it doesn't seem to have created any evil she-demons this time."

"I, for one, hope we find it before it does," added Rarity. "All the high-stress adventures are not good for my complexion."

"Your complexion is fine, Rarity," replied Rainbow, who was scanning the building tops with a set of night-vision goggles. "Do you think we'll get to see him? The Batman?" The eagerness in her voice was palpable.

"Rainbow Dash!" snapped Twilight. "We've got more important things to worry about than you getting a selfie with that vigilante!"

"Hey, I don't need a selfie! Although, that would be nice. I'd be happy just to get a glimpse of him! How awesome is it that some guy, without magic, just goes out at night and pummels criminals to a pulp with his bare hands?!"

"I reckon, if a guy spends his nights dressing as a bat, he's got some unresolved issues," said Applejack.

"You don't think he'd...beat us up, do you?" whimpered Fluttershy.

"We haven't broken the law," Sunset replied, reassuringly putting a hand on Fluttershy's shoulder. "Besides, we probably won't even see him. According to the articles I've read, most people in Gotham haven't ever caught a glimpse." At the sight of Rainbow Dash's quivering lower lip, she added "Then again, when have any of our trips ever gone according to plan?"

"I hope this one does," said Twilight. "We just need to find whatever objects the magic has infected, suck the magic into my device, then send it back through the portal once we return to Canterlot."

"It does sound simple enough, darling," said Rarity. "Though, as Sunset stated, we have a habit of running into trouble when we're least expecting it."

"Doesn't mean we'll bump into Bat-Nut," replied Applejack. "Of course, we'd better not run into any of the super-criminals that seem to congregate around this town, either." She shivered. "If we meet that Joker guy, all bets are off."

"How bad can a clown be, Applejack?" demanded Pinkie. Rarity pulled up an article on her phone, and passed it to the party girl. As her eyes skimmed the words, Pinkie's smile was quickly replaced with a nervous frown. "Never mind."

"Anyway, we'd better stay on track," continued Twilight. "Make a right at the next intersection, Applejack." She consulted her computer screen once again. "It looks like the magic objects have stopped moving up ahead."

"Where exactly did they stop?" asked Sunset.

"Looks like the building's been abandoned for years." Twilight, ever the punctual, had already opened another tab, and was scanning information. "It used to be Gotham City's main opera house, but it shut down after competitors drove it out of business."

"Interesting," noted Sunset. "Everybody got their pendants? We may need to bust out our rainbow laser powers yet again on this trip." A chorus of the word "yes" echoed throughout the bus.

"But we should be careful about that," said Rainbow. "If we go all Harmony Magic outside, I don't think we'll be able to cover it up. What if we're all over the internet by tomorrow morning?"

Sunset shrugged. "That might just be a chance we have to take."

Soon enough, the Rainbooms reached the outside of the printing press building. They parked the bus a block away, just to make sure they didn't alert anybody inside. Outside the actual building, a large, black truck was parked, lacking any driver. The back was locked, of course, but the lock was easily undone by Twilight's telekinesis. Once inside, Twilight took out her magic-detecting scanner, and began tracing it over every surface inside the truck.

"There's traces of Equestrian magic here, alright," she noted. "They obviously carried whatever the items were inside."

"Then we're going in as well," said Applejack. "How're we gonna do this?"

Sunset was way ahead of her, zipping open a duffel bag they'd brought along. Inside were seven balaclava masks that Rarity had sewn up, color-coded for convenience, that only left their eyes uncovered. The idea had been brought up by Fluttershy once they'd left Canterlot, who'd been concerned about the girls' identities and magic being exposed to outside cities. Sunset crammed her head into her mask, and the others followed suit. She also produced a tiny earpiece with a microphone attached, and put it on. Another invention of Twilight's, the earpieces allowed them to communicate on a closed channel, and had a range of up to one-hundred feet.

"I'd suggest we find another entrance," she started, taking command. "After all, we have no idea what's going on in there, and this is the most crime-ridden city in the country. Fluttershy, Pinkie, you're on lookout duty. Any trouble comes, you let us know. Everyone else is with me. Pinkie, you got ammunition?"

Pinkie reached into her hair, pulling out a bottle of sprinkles. "Like you even need to ask?"

"Good," replied Sunset. "Let's get this show on the road."

A few hours earlier...

Commissioner James Gordon and Lieutenant Harvey Bullock sat inside the commissioner's office, going through the latest case files. Gotham City had been relatively quiet in terms of criminal activity over the past few weeks, but in their experience, that was never a good sign. Several of Arkham Asylum's super-criminals remained on the loose, and nobody had been able to pick up their trails. Exactly what was coming, nobody could say, but it couldn't have been good.

"Do we really have to wait here for him, Commish?" demanded Bullock. "I don't see why we don't just set up a stakeout and take out anybody we see breakin' the law."

"We don't have all the details, Lieutenant," replied Gordon. "And, need I remind you, he's never steered us wrong before. He's a good man, and we should be grateful for his help." Bullock rolled his eyes.

"Thank you, Jim," came a voice from the shadows. Both police officers nearly jumped out of their chairs, before their eyes followed the sound to the corner. A pair of white eyes stared back at them, before the man attached to them, cloaked in his black cape, stepped forward.

"No matter how many times you do that, I never get used to it," said Gordon with a sigh.

"Good," said Batman. "That means I'm not losing my touch."

"Tell me you at least got something for us, pal," demanded Bullock. "We've got officers combing the streets for these so-called 'new weapons' you told us about, and we've found nothing."

Batman reached into his cape and pulled out a small roadmap, upon which a red trail was drawn. "From the information I've gathered, a group of low-ranking thugs somehow got their hands on these new weapons in Canterlot City. They decided to auction them off here in Gotham. The auction's going down tonight."

"Good to know," replied Gordon. "Any idea what's so special about these weapons?"

"All my informants could tell me is that they're unlike anything Gotham's ever seen. I'll try to obtain or destroy them."

"Where's the auction happening?"

"The old Gotham Opera House. It's been deserted for years. Criminals use it for stuff like this all the time."

"Great!" said Bullock, sounding cheerful for the first time that night. "I'll scramble a team and—"

"I wouldn't recommend it," replied Batman. "We don't know exactly what these weapons are capable of. If the crooks see a swarm of cops, they might bust those guns out, and we can't prepare for them. I don't want to risk anybody if we don't have to. Send a small team of observers down, and call in the SWAT if anything goes wrong."

"Hey, you don't give orders to the police, Zorro!" Bullock snapped, standing out of his chair.

"Lieutenant," said Gordon, sternly. He didn't verbalize the threat, but it was there. Bullock got the message, glumly sinking back down into his seat.

"Thank you, Jim," said Batman.

"Hey, you're the one who gets results," replied Gordon. He looked down at the pile of documents on his desk, before turning to a filing cabinet, and pulling out a piece of paper. "This is the floor plan for the—" He stopped, because Batman was already gone.

"Doesn't he ever stop doing that?" demanded Bullock.

Gordon sighed as he slumped in his chair. "Someday, I'm going to figure out how he does that. Maybe not today, maybe not tomorrow, but someday."

Chapter Two: What Am I Bid?

Word had spread like wildfire throughout the Gotham underworld. The two criminals, Zachery Pierce and Samuel Breach, had apparently gotten their hands on some really impressive artillery during a trip, and rather than keep it for themselves, they were selling it to the highest bidder. Nobody knew exactly what the weapons were, or why the two thugs were hyping them up so much, but any crook who mattered was coming to the auction to bid on them. Rupert Thorne had sent several of his best men, trusting them to use their own judgment. Oddly enough, as the assembled thugs looked around the derelict opera house, they noticed none of Gotham City's resident super criminals who were currently on the loose were in attendance. No Joker, no Penguin, no Scarecrow. Some wondered why. Still, that meant less competition.

The thugs filed into the seats facing the stage. Two floodlights were pointed at the stage to illuminate it. Standing in the middle, where everyone could see them, were Sam and Zack, along with three metal cases. A pair of goons stood on each side of the stage, hired by the duo for security purposes. Sam and Zack figured the price had been worth it, as once the auction was over, they'd be rolling in cash. Criminals continued to file into the opera house, taking their seats. After about an hour, Zack signaled to their bodyguards, who moved around and shut all the ground floor doors, locking them with chains.

Zack stepped into the center of the spotlights. "Greetings, my fellow fugitives of the law!" he announced, throwing both arms out for emphasis. "I trust you all know why we're here. My associate and I have discovered several weapons which, in the right hands, could make Gotham City yours to dominate! Shall we start the bidding at—"

"Wait a minute, buddy!" interrupted Sam. "We need to show 'em what these things can do, remember? Who's gonna buy anything without seeing what it can do first?" A chorus of agreements rose up from the crowd.

Zack rolled his eyes. "Fine, fine. We'll do a quick demonstration," he acquiesced. He snapped his fingers, drawing the attention of their guards. One of the goons wheeled out a heavy granite block on a metal cart, while Sam went to the first metal suitcase. Popping it open, he pulled out what appeared to be an ordinary handgun, albeit one that was colored gold.

"Okay, gentlemen!" he began. "First, I want you to take note of the fact that this pistol is, in fact, unloaded." He showed the gun to the crowd, and indeed, there was no magazine in the gun. Satisfied, Sam cocked the gun, aimed it at the granite block, and fired.

No bullet emerged from the gun's muzzle. Instead, a large white sphere, about the size of a watermelon, burst from inside it, zooming towards the block. The projectile easily cleaved through the top of the granite, sending a spray of dust down to the floor. As it went, the sphere decreased in size, until it faded from existence. In the crowd of thugs, several jaws dropped.

"As far as we can figure, this gun never needs to be reloaded!" declared Zack.

Those words were greeted by roars of applause. With their audience's interest captured, Sam replaced the gun in its metal case. Then, he moved to the second one, opening it to reveal a police-issue straight stick, though this one was silver in color. Picking up the stick, Sam waited as the henchmen wheeled out another granite block. He swung the stick, which glowed white and elongated itself through the motion, and the stick cleaved through the block like a knife through butter. The top half of the block slid down and landed the floor with a thud. The cheers of the crowd grew even louder.

"And, for our last fantastic product..." declared Zack.

He popped open the last case, revealing a pair of leather gloves, though these glowed white. As their hired help produced the final granite block, he slipped them on, walked over, and picked up the block with one hand, as though it weighed nothing. There was silence for about thirty seconds, before the opera house roared with applause.

"Thank you, thank you, you're too kind!" said Zack, bowing repeatedly. "Now, we'll start the bidding for the gun at, oh, ten million dollars?"

In the balconies above the stage, five pairs of eyes observed the auction. The Rainbooms who weren't on guard duty had easily entered the building through the door on the roof, having floated up using Twilight's telekinesis.

"Magic infected guns and billy clubs. Great," grumbled Applejack. "Just when I thought our adventures couldn't get more dangerous."

"It had to happen sooner or later," said Sunset. "Odds were, we weren't going to deal with magic cell phones and watering cans forever."

The five girls studied the area carefully, as the bidding war continued. By now, the thugs were bidding over one-hundred million dollars apiece for the weapons.

"So what's our plan?" asked Rainbow. "It's probably suicide to just jump in there and grab the magic, even with my super speed, given how many of those guys are probably armed."

"Good question," replied Twilight. "I doubt I could telekinetically catch that many bullets. Rarity, we've never tested it, but how big do you think you can make your diamond barriers?"

The fashionista was quiet for a moment as she thought about it. "I could probably cover the entire opera stage," she admitted, "but I believe that's where I hit my limit. I couldn't hold that for very long. Plus, the ruffians in the crowd will no doubt shoot at us, and I don't know how long my shield could stand up to that many bullets."

"Not to mention that still leaves us with the goons on the inside," Sunset observed. "Even with just the two of them, none of us are bullet-proof." She placed her hand on her chin, thinking. "Okay, I think I've got an idea. Rainbow, you need to push all the thugs in the audience to the sides. That way, Rarity can pin them to the walls, leaving Twilight to disarm the two on stage and hold them down. Applejack, you and I will grab the magic items and use Twilight's old device to suck the magic out. What do you think?"

The others considered it. "It could work," said Twilight. "It's kind of risky, though. What if something goes wrong?"

Sunset turned to look back at the stage. The bidding war on the magical gun had ended, and the object would be going for no less than three-hundred million dollars. "It doesn't look like we have a lot of other options," she muttered, pulling down her mask.

With the bidding on the gun complete, Sam stored the miraculous weapon back inside its metal case. Zack, meanwhile, lifted up the billy club, holding it high above the crowd.

"Now, what am I bid for this one?" he asked. "Auction begins at ten-million dollars again! Do I hear—"

His remaining words died in his throat, as he noticed the rainbow-colored blur zooming around in the audience. The streak was rocketing down each row sequentially, pushing all the thugs down towards the ends. Once they were all clustered together, what appeared to be a large, flat, transparent diamond appeared out of nowhere, and smacked against the group of goons, trapping them against the walls. Before Zack could even scream to warn everyone, every single audience member had been incapacitated. Then, three humanoid shapes, surrounded by raspberry-colored auras, descended towards the stage from above. Zack's brain flew into panic mode, remembering when Batman had captured him in a similar fashion before, and he screamed, throwing both arms into the air, tossing the billy club onto the stage.

"Yeah, yeah," grumbled Twilight, enveloping Zack in her telekinesis and forcing him onto his stomach. She dropped Sunset and Applejack onto their feet as well.

"Who the heck are you?" demanded Sam. "You ain't the bat!" He wrenched open the case containing the gun, while the two hired thugs began drawing their Thompson machine guns.

"We're professionals!" retorted Twilight, quickly moving her hands towards them. The guns flew out of the hired men's hands, while Sam was thrown from his feet and landed on his rear.

"Professionals? Really? That's the best you could come up with?" demanded Sunset, as the three girls rushed towards the cases.

"Hey, gimme a break! I'm not as good at quipping!" Twilight shot back.

"Hey!" came the voice of one of the hired goons. He reached into the pocket of his coat, and before Twilight could stop him, had tossed three bolas, one for each of the girls. Sunset, Applejack, and Twilight were all ensnared by the weighted ropes, and pitched forwards, landing on their fronts with painful thuds.

"What the heck?!" demanded Applejack.

The thug suddenly grabbed the center of his shirt and pulled, tearing away the clothing. Underneath was a gray costume with a yellow circle in the center, and inside the circle was a black bat. Then, he reached up to his face and ripped that off too, exposing the masked visage beneath.

"No way," breathed Sunset, staring as Batman removed the last vestiges of his disguise.

Twilight groaned. "Of course it had to be him."

Back in the audience, Rainbow and Rarity were watching the men they'd removed from the fight, but when they heard the sound of tearing, their eyes locked onto the stage.

"Holy smokes..." Rainbow whispered. Under her mask, a wide smile began to grace her features.

Batman wasted no time, reaching into his utility belt and producing a pair of batarangs. Sam and Zack, free from Twilight's telekinetic prison, made the wiser decision to rush for the metal cases. Batman hurled both of his trademark weapons, and each man felt the sharpened edges smack against their exposed hands. They immediately retracted their hands and backed away from the cases as Batman advanced on them.

"Alright, scum bags," he snarled. "Before I break these weapons, you're gonna tell me everything you know about how they work."

"W-we don't know anything else! I swear!" insisted Zack. "W-we just found them!"

All of a sudden, with a grunt of exertion, Applejack used her super strength to rip through the bola holding her, and climbed to her feet. This didn't escape Batman's notice, and he rounded on her, raising his fists.

"Buddy, you don't know what you're doing!" Applejack told him. "You need to stay outta this!"

"Sorry, but I'm no bystander," Batman retorted.

Meanwhile, Twilight was using her telekinesis to remove the bolas around herself and Sunset.

"So did we have any contingency plans in case Batman showed up?!" she demanded as she unbound Sunset.

"How was I supposed to know he was gonna be here as well?" Sunset shot back. "You're usually the genius who accounts for everything!"

Seeing that Applejack wouldn't back down, Batman began attempting to shove her aside, but she stood her ground. Applejack herself didn't know what to do. It was obvious that Batman was trying to destroy the magic objects, but from Twilight's studies on magic, she knew that simply breaking them would only release the magic, and who knew what or who it would go then. At the same time, Applejack didn't want to hurt him, and she knew if she punched with all her power, she could easily shatter his bones.

Finally, she grabbed both his wrists, and firmly held him in place. "Listen, Bats! You don't know what's going on here! You need to—"

She yelped in surprise as Batman suddenly lifted both arms over his head, pulling Applejack along with them. He flipped her over his head, sending her tumbling into the ground head-first. Applejack was so surprised she lost her grip on his wrists. Free, Batman began rushing towards the magical objects.

"Hey!" shouted Sunset, drawing Batman's attention. "You can't do that!"

Batman threw more bolas at her and Twilight, but Twilight managed to catch them in her telekinesis, causing them to drop to the floor. Before anyone could make another move, Batman was tackled from behind by the second of Zack and Sam's hired help, who pinned him to the ground.

"Batman!" shouted Rainbow Dash. She zoomed out of the audience onto the stage, and kicked the thug in the face, freeing the Dark Knight. She got down, pressing a hand to his back. "Are you alright?"

"Hey!" yelled Applejack, as she climbed to her feet.

"Darlings!" Rarity shouted from the back of the opera house. "I hate to interrupt, but could someone please help me?!"

The others turned at the sound of her voice, finding that the thugs in the audience were struggling against Rarity's barriers. They couldn't get to their guns, but their squirming motions were putting a great deal of strain on Rarity, forcing her to stand in one place as she poured all of her might into keeping the barriers maintained.

Finally, she lost her grip, and the barriers faded away, leaving her vulnerable. Fortunately, Rainbow zipped down, grabbed Rarity, and yanked her onto the stage with the others.

"Well, looks like our entire plan has gone belly-up," said Twilight with a sigh.

"Oh, excuse me for not being able to account for every possibility!" Sunset shot back.

"Girls! Can we focus?!" demanded Applejack.

Batman, meanwhile, had gotten into a tussle with the other thug. He punched the man in the jaw, knocking him unconscious and sending him to the floor. As the goon fell, a small device dropped off his neck, one that didn't escape the notice of the world's greatest detective. He snagged it and placed it into his utility belt for later. Then, he pressed a button on his glove, and spoke into it.

"Jim, send in your men. We're in deep."

This didn't escape Sunset's notice. Her earpiece suddenly buzzed, and she heard Fluttershy's voice.

"Um, Sunset? You know how you said to warn you if anything went wrong out here?"

"Let me guess: the cops are on their way," Sunset deadpanned.

"Yep! Lots of 'em!" said Pinkie.

"Great." Sunset turned to the others. "We gotta get outta here! Now!"

"But what about—" Rainbow began, pointing towards the magic items.

"We'll have to get 'em another time!" Sunset yelled. "We need to leave!"

Indeed, Sam and Zack had already figured out that they weren't going home with any cash. They'd grabbed the three cases, and were scurrying towards the exit, likely hoping to salvage whatever they could from this disaster. Batman saw their actions as well, and attempted to race over to stop them.

"Everybody get the bat!" screamed a thug from the audience. Like an angry mob, the entire audience began charging towards the stage, jumping on to attack their most feared enemy. Some of the punks instead targeted the Rainbooms, seeing as they'd ruined the auction in the first place.

"Come here, little girls!" one man growled, drawing a knife as he advanced on them.

With a sigh, Twilight flicked her wrist, telekinetically ripping the weapon out of his hand, and sending it plummeting to stab into the ground. While the thug starred in surprise, Applejack followed with a haymaker to his face, knocking him unconscious.

"Alright! Anybody else wanna be a hero?" she demanded, holding out her fists eagerly. After witnessing their super powers, the rest of the thugs decided they'd rather take their chances with Batman.

"Okay, everyone!" said Twilight, drawing the other four's attention, "I can levitate us back up to the balcony. Then we'll use the door we originally used to get in here, and—"

"Wait a minute!" interrupted Rainbow. "Shouldn't we help Batman?" she pointed over to where the Dark Knight was currently throwing two goons away, using them to knock down others. "There's no way he can take that many guys by himself!"

"Remember how we're trying not to get in trouble with the law?!" Sunset retorted. "Even if we help him, we'll probably go to jail!"

Rainbow opened her mouth, likely to issue some annoyed retort, but she was cut off by multiple doors in the opera house being bashed open. A swarm of cops rushed into the seating area, drawing their guns as they went.

"Gotham City Police! You're all under arrest!" roared Detective Montoya.

"Okay, yeah, let's book it!" Rainbow squeaked.

Twilight reached out with her telekinesis, grabbing herself and all four of the others. A few officers took aim at the girls as they went, but Rarity threw a shield over them, and the bullets were blocked. As the rest of the thugs stabbed their hands into the air, Batman watched the girls escape from across the stage. He quietly took out a small, gray, gun-like device, and fired it, managing to hit Sunset's leg with a tiny bat emblem. Upon making it to the balcony, the Rainbooms scurried out, heading for the roof access. Montoya ordered several officers to try and head them off, but with Rainbow's super speed, their efforts were futile.

As the police began rounding up the criminals, Batman took stock of the situation. Not only had the girls escaped, but Sam and Zack had gotten away in the confusion as well. Detective Montoya approached him.

"Batman, what the heck was that?" she demanded. "Those people were flying!"

"I'll be honest, even I don't know how they did that," Batman replied. He reached into his utility belt one more time, pulling out a small radar. "But I'm going to find out."

Sunset and the others burst out of the opera house, nearly crashing into Pinkie and Fluttershy as they did so.

"What happened?!" asked Pinkie. "All of a sudden, all these cops were pulling up, and—"

"No time to talk!" Twilight cut her off. She levitated the seven girls down from the roof, setting them down in the alley behind the opera house, where the police hopefully wouldn't see them. "We gotta get out of here, now! Rainbow!"

The athlete understood the unspoken order, and began grabbing each girl, shuttling them back to the bus, and coming back. Soon, every member of the Rainbooms were secure in their seats.

"Drive! Drive!" Rainbow called to Applejack.

Applejack obeyed, firing up the old bus, throwing it into gear, and stomping on the accelerator. Soon, the bus was speeding away from the opera house, unseen by the cops. Unfortunately for them, nobody notice the bat-shaped object attached to Sunset's leg, which began quietly beeping. Nor did they notice the caped figure watching their bus from the roof of the opera house.

Chapter Three: On the Trail

With all the criminals who'd come to the auction safely rounded up by the police, Batman saw fit to summon the Batmobile by remote control, and climb inside. He'd been hoping to quietly swipe the weapons and bring them to the police before Sam and Zack could successfully sell them, but that plan had blown up in his face. Of course, there was no way he could've predicted a group of metahumans would interfere with the auction, seemingly after the weapons as well.

As he sat in the driver's seat, watching the tracer move on his radar, he took stock of what he knew about them so far. He'd seen seven fleeing the opera house, but that didn't mean there weren't more out there. They'd had the foresight to mask themselves, but judging by their voices and builds, they were all young women. That wasn't enough to narrow down their identities, but it was a start.

Batman pressed a button on the dashboard, activating the communication with the Batcomputer. Alfred Pennyworth's face appeared on the small screen beside the steering wheel.

"Hello, Master Bruce. I take it your infiltration of the auction went well?" he asked.

"Could've gone better, Alfred," Batman replied. "We have an unexpected third party looking for these weapons, too. Someone I've never encountered before. Metahumans."

"Oh, my! That's never a good sign," said Alfred. "Do you require any assistance on this mission?"

"Yes, Alfred. Specifically, I need you to check and see if you can find any records of unexplained events occurring in Canterlot City. Only go a maximum of ten years back."

"That city that seems to be obsessed with horse puns, sir? May I ask why?"

"Those weapons came from Canterlot. They defied the laws of science, and so did the powers I saw displayed tonight. There could easily be a connection."

"Very well, Master Bruce." Alfred began typing away. "Anything else, sir?"

Batman reached into the pocket of his utility belt, pulling out the small device he'd taken from the thug. Upon closer examination, he discovered it appeared to be a small, electronic device. It was one he was all too familiar with.

"Yes. Can you tell me if the Joker or the Mad Hatter are currently incarcerated in Arkham?"

Batman waited patiently as Alfred continued to hit the keys of the Batcomputer.

"Sir, upon investigation, it appears neither of those gentlemen are in Arkham Asylum. They both escaped fairly recently, but there's been no activity from either."

Batman gritted his teeth. "That means tonight just got a whole lot more complicated," he grumbled.

After escaping from the opera house, the Rainbooms had decided to hole up in a Gotham City hotel. Or, rather, that was what Twilight had insisted on once she was done freaking out. Currently, they were seated around the hotel room, debating what to do next.

"We need to hunt down those guys and take the magic from those weapons!" said Applejack. "With those things on the loose in Gotham, people could get killed!"

"And how exactly do you suggest we do that?" demanded Twilight. "In case you haven't noticed, not only do we have the police after us, Batman's probably looking, too!" She jabbed both index fingers into her temples. "This is not happening..."

"Yeah, Batman was so awesome!" Rainbow iterated to Fluttershy and Pinkie. "He came in like this, and he punched this guy in the face, then he threw his—"

"Rainbow, you're not helping!" yelled Sunset.

Rainbow's smile disappeared as her brain processed the statement, and she sank down into her seat. "Oh, yeah," she said, "we're in trouble."

"There has to be something we can still do," said Fluttershy. "Like Applejack said, we can't just leave those weapons out in the Gotham underworld. Twilight, can't you just trace them like we did before?"

"Oh, I can trace 'em, alright, but who's to say Batman won't just pounce on us the second we poke our heads out?!" snapped Twilight. Fluttershy shrank back at her tone, and Twilight's face fell. "I'm sorry, Fluttershy, I'm just under a lot of stress right now."

"I believe we all are," said Rarity. "Things haven't exactly gone our way on this adventure."

Sunset swallowed, before standing up to start speaking again. As she did so, however, she felt her leg brush against something on her other leg, and it fell off. Curious, Sunset looked down at the carpet, discovering a tiny, bat-shaped electronic device. Her stomach dropped, and she reached down to pick up the object.

"Uh, girls?" she ventured.

"And you said Batman attacked you?" Pinkie chimed in, ignoring Sunset. "Wow! I thought he wouldn't be a big meanie!"

"Girls?"

"He didn't really attack, he just tried to incapacitate us," said Rainbow. "Not that that'll do us much good in court or anything."

"Girls?"

"What if we tried talking to him?" asked Applejack. "I mean, sure, the guy's crazy enough to dress like a bat and beat people up, but once he realizes the magnitude of what we're dealing with, maybe he'll—"

"GIRLS!" yelled Sunset, making everyone jump out of their chairs. She held up the bat emblem. "We may not have much choice in the matter."

"Oh, no," breathed Twilight. She came over to Sunset, who passed her the bat device. "You don't have to be a genius to know what this is."

"Do you think the cops could be on their way here now?" Sunset asked.

"I don't think that matches Batman's MO," replied Twilight. "If anyone's gonna come, it'll be Batman himself. He'll want to investigate what's going on with us personally."

"So what are we going to do?" demanded Rarity. "He can't possibly fight us all by himself now, can he?"

"I doubt he'd try," said Rainbow. "He knows what we're capable of by now. He'll know Twilight could just immobilize him. He'll be waiting for the opportune moment. A moment where he can isolate us."

"Which brings us back to what I was sayin'," said Applejack. "Like I said, he's a weirdo, but he's also the world's greatest detective. He can't be stupid. Maybe he can be reasoned with."

"If we talk to him, it means we have to tell yet another person about magic and Equestria," said Pinkie. "Do you think Batman can keep a secret?"

"Hey, he's kept the secret of who he really is for years, that's gotta count for something," replied Sunset. "The real question is, would he be willing to keep our secrets? This has nothing to do with him, and if anybody outside Canterlot ever found out..."

Twilight added, "I don't know if he could go telling the police or the government without unmasking himself. Besides, what other choice do we have? He's already tracking us."

"I don't like it," remarked Fluttershy, "but you might have a point. Plus, once he understands, he might be willing to help us get the magic from those weapons."

"Yeah! Plus, maybe I can get his autograph on all my comic books, and—" Rainbow trailed off as she realized her six friends were all glaring at her, and she quietly sat back down.

"So, we're all in agreement?" asked Rarity. "We're going to find Batman and tell him the truth?" This question was followed by six affirmations, some more enthusiastic than others. "Okay. It should be easy to find him, given that he's already after us."

"I agree," said Twilight. "I have a suggestion as to exactly how we manage to talk to him."

"Fire away," said Sunset. "We gotta hurry, anyway."

Outside the hotel, on top of a neighboring building, Batman stood watching the seven girls through a pair of high-powered binoculars. They'd left the lights on and the windows open, a rookie mistake he'd expected. They weren't all facing him or in his view, so he couldn't catch all of their conversation, even through lip-reading. Still, he saw them find the tracer, as well as mention his name several times.

"Children," he murmured. That had been unexpected. When he'd encountered them in the opera house, their voices had been shrill, but he'd miscalculated just how old they were. These girls couldn't be older than eighteen, possibly still in high school. What were they doing going up against ruthless Gotham gangsters? They shouldn't have had to worry about things like that. They should be dealing with school work and thinking about cute classmates, not dodging bullets in the middle of the night. Not to mention, where had their powers come from? Were they trying to destroy the weapons as well? If that was the case, how had they known where the weapons would be? Every answer he'd gotten so far had simply created more questions.

He sighed to himself. The task he'd taken on seemed to get harder every night. It had been so easy at the beginning, when fear had driven common criminals to their knees at a mere glimpse of him. But then came the super villains, the criminals seemed to get more daring with time, and now, people who might not even be legal adults were getting dragged into Gotham's underworld. Was it his fault? Had District Attorney Janet Van Dorn been right when she'd claimed Batman created far more problems than he solved? Sure, she'd changed her tune since then, but that didn't mean she hadn't been right before.

Batman took one last look at the girls, and saw them putting on their balaclava masks again. He felt another surge of concern run down his spine, wondering if they were going after the weapons again. Right now, he still didn't know for sure if they were enemies or allies, but they could easily get themselves killed in this city if they weren't careful.

A buzzing in the built-in earpiece of his cowl distracted him. That sound indicated an incoming call, and he reached up to press the answer button.

"Master Bruce, is this a good time?" asked Alfred.

"It's fine, Alfred. Have you found something?" Batman replied.

"It turns out your intuition was spot-on, Master Bruce," Alfred continued. "Canterlot City has been a magnet for unexplained or strange events over the past few years. Most of them center around Canterlot High School. There've been reports of massive rainbow-colored light shows appearing during both the night and day, giant, ethereal colored horses with horns and wings appearing out of nowhere, and seemingly random incidents of violence breaking out. Those last ones stopped approximately two years ago, but nobody knows why. It appears there might've been some additional incidents at the local camp as well, but I haven't found anything from there, so far."

Batman thought for a moment. If these girls had any relation to the occurrences Alfred was describing, they might've attended Canterlot High. Still, they could've graduated by this point. That didn't mean they were old enough to be in this world, of course.

"Did anybody ever investigate those events?" he asked.

"There are a few conspiracy boards on the internet centered around their discussion, sir, but nothing substantial. Local authorities never saw a reason to get involved, as nobody ever got hurt."

Batman sighed. It looked like his only chance to get any answers was going to be to talk with those girls. Whether they'd be willing to talk was another matter altogether. He didn't want to interrogate them, but he decided not to rule it out entirely, at least for now. Taking another look at the hotel room, he saw that the girls were gone, likely on their way downstairs. Were they going after the weapons again? If not, where?

"Keep looking into anything you can find, Alfred," he said into his microphone. "I'm going to try and figure out exactly what's going on here."

"Very well, sir. And Master Bruce?" Alfred's voice sounded apprehensive.

"Yes, Alfred?"

"Please be careful. There's enough danger when your opponents have no super human abilities. Whoever this other party is, don't underestimate them."

"Thank you, Alfred, but at this point, I'm more worried about their welfare than mine."

The black truck rolled down the streets of Gotham City at normal speeds. Sam and Zack were scared out of their minds, of course, but they knew if they floored it like they wanted to, they'd attract the attention of the police. Ever since fleeing from the opera house, the two men had been searching desperately for a place they could dump the truck, then hopefully get out of the city. So far, that search had proven fruitless.

"Come on, come on!" Zack hissed from the passenger seat. "There's gonna be somewhere the cops won't look for us!"

"I haven't found anywhere!" Sam shot back. "Maybe you'd like to switch seats with me, buddy!"

"Well, we gotta...we gotta—" Zack tried to argue, but found nothing inside his head that would suffice. He settled for punching the dashboard, which accomplished nothing except making his hand hurt.

Sam thought about yelling at him, but he was too on edge. Tonight had been a complete and utter disaster. It was supposed to be the night where the two would rake in enough cash to be set for life. Who cared about what those weapons would do? Unfortunately for them, not only had Batman butted in, they'd also been attacked by a group of super-powered women, and who knew what they wanted. At this point, Batman, the police, and the women were all probably after them, not to mention Rupert Thorne and every other crime lord in the city. The criminals were probably thinking they could just take out Sam and Zack, then swipe those weapons for themselves.

"I told you we shouldn't have sold those things!" Sam finally settled on. "We could've had a free ticket to any criminal organization we wanted, and if the bat showed up, he wouldn't have stood a chance against them! But no, you had to get greedy!"

"I thought it was safer!" Zack defended. "If people knew we had that stuff, we'd never be able to sleep again on account of the giant targets on the back of our heads. Better to let some big time guys go through that than us, and we might as well get paid while we're at it!"

Sam sighed. "Maybe you have a point there," he admitted, "but that doesn't do us any good now. We can't take on the bat, the whole GCPD, and those chicks, even with this stuff."

"Well, what the heck are we gonna do?" demanded Zack. "We can't stay in Gotham any longer, it's not safe here. If Batman doesn't get us, some other crook will. Even if we defend ourselves with those weapons, the two of us won't be enough."

Sam opened his mouth to answer, only to cease before speaking. The reason was that he'd seen a derelict auto junkyard on the side of the road, and some idiot had conveniently left the gate ajar.

"That might work," he said to himself, before making a sharp turn to the left, driving through the open entrance. The truck rolled a few feet forward, before coming to a stop in the middle.

"Okay," Sam continued, "we leave the truck here, score a quick ride out of town, lay low for a few weeks, then try to sell the weapons somewhere else. Sound like a plan?"

"I think that's as good as we're gonna get," replied Zack, as he unbuckled his seat belt.

After Zack took the three cases out of the back of the truck, Sam busied himself by hiding it behind several stacks of broken down cars, where it would hopefully go undiscovered for a little while. Then he climbed out, and tossed the keys into a pile of scrap metal, reasoning that it would delay the police a bit.

"So how are we gonna get out of Gotham?" asked Zack, a metal case tucked under each arm.

Sam hefted the remaining case off the ground. "I have some contacts that owe me," he replied. "We just need to—"

"Ah, there you are! I say, boys, I've been searching for you all night!"

Sam and Zack's blood turned to ice, because they knew that voice. Slowly, they both turned towards the source, discovering a black silhouette standing a short distance away from them. The figure took a few steps towards them, and the light illuminated a purple suit, green hair, and chalk-white skin, coupled with the largest smile a human being could have on their face.

"Joker..." Zack breathed, subconsciously taking a step away from the clown.

"Indeed! I'm glad to see my standing in Gotham hasn't fallen!" replied the Joker, taking a mock bow. "I'm glad to see old Batsy didn't manage to catch you two already! Otherwise, I might've had to break into prison! Who does that?!"

Sam and Zack said nothing, more out of fear than anything. They'd never met the Joker in person, but his reputation preceded him. One word, one toe out of line, and he'd make you wish you were never born. He didn't seem to have brought any backup with him, and they had the advantage of numbers, but that didn't mean much when it came to the Joker.

"I suppose you know what I'm here for, boys," Joker continued. "I'd appreciate it if you'd simply hand over those weapons. Otherwise, we'll have to make a mess of this perfectly fine scrapyard!"

Sam swallowed as he weighed their options. Giving the weapons up might ensure their safety, but then again, you couldn't trust the Joker to keep his word. Finally, he came to a decision.

"Sorry, clown, but you can't have them," he replied, as he popped open the case he held, and shoved one hand inside. "You'll just have to—" He stopped in his tracks as his fingers touched leather. He had the gloves, not the gun or the billy club. He pulled them out, slowly.

Joker threw back his head and laughed. "Oh, this is rich!" he cackled. "You thought you could threaten the Joker! It looks like even the universe is against you, kid!"

Sam, desperate, slipped both gloves on his hands, and rushed towards the clown, one fist reared back. Joker nimbly dodged to the side, and Sam's momentum carried him into a car. His gloved fist connected with the steel door, which split beneath his blow. Sam's entire hand was trapped inside the car. This didn't escape Joker's notice, and he ceased his mocking laughter.

"Hm, that's new. I may get something out of tonight, after all!" he exclaimed.

Reaching into his purple suit jacket, he pulled out a spray can with a logo of a deranged smile on it. He squeezed a small amount of green gas towards Sam, who was still trying to pry his hand out, and didn't have time to hold his breath. As his lungs took in the Joker venom, Sam began to laugh, first a light chuckle, then slowly working his way up to an insane cackle. As he continued to chortle, he accidentally pulled his hand out of the car, and fell onto his back, laughing more and more uproariously.

Satisfied, Joker simply plucked the gloves off of Sam's hands, stored them in his pockets, then turned to face Zack, who was pale with fear. Joker aimed the spray can towards him.

"Now, do you want to do this the easy way, or the funny way?" he asked.

Zack dropped both remaining metal cases to the ground, and fell to his knees. "They're yours, they're all yours, just please don't hurt me!" he begged.

Joker rolled his eyes. "They always pick the easy way," he complained. He walked over to Zack, kicking open both cases, and picking up their contents. "What exactly do these do, anyway?"

Zack, terrified, explained the properties of the weapons with no resistance.

"Is that right?" Joker asked. "Well, this'll certainly be fun. Here's your consolation prize, then!"

He aimed the spray can at Zack, who barely had time to scream before Joker pressed the sprayer.

Chapter Four: Uneasy Alliance

"Help me!" screamed the high-pitched voice across Gotham City.

From his position atop a gargoyle, Batman fired his grapple gun, latching it onto a neighboring rooftop and pulling himself down from his perch. He followed the echoing screams of the girl, running across roofs and leaping between buildings, until he came to a stop on a small apartment complex. He looked at the table in front of him, along with the speaker hooked up to a smartphone that was currently broadcasting the screams.

"Help me! Help—" The voice suddenly died out as Batman switched off the speaker.

"You know," he began, his tone unamused, "I don't appreciate being led on a wild goose chase."

"Sorry. We weren't sure how to get in touch with you."

Batman turned around to find exactly the sight he expected: the seven young women from the opera house, all standing before him in their balaclava masks. He folded his arms, and the annoyed frown didn't leave his face. One of the girls, the one who seemed to be the leader, held out the tracer.

"I believe this is yours," she said. Batman took the tracer.

"You might as well take those off," he continued. "I saw you in the hotel. I know what you all look like."

With a nervous smile, Sunset Shimmer pulled her mask off, allowing her fiery hair to fall onto her shoulders. The others followed suit, and Rarity took the opportunity to pull out a comb.

"Those dreadful things wreak havoc on my gorgeous hair!" she complained. "I don't see why we had to—"

"Rarity!" Applejack hissed. "Priorities!"

"Oh, right. I apologize."

Rainbow had possibly the widest smile she'd ever had on her face as she stared at the Dark Knight. Fluttershy put a cautionary hand on her shoulder, hoping that would remind her not to fangirl all over Batman.

Sunset took the initiative, stepping forward with her hands held up, as if to convey her intentions."My name is Sunset Shimmer," she began. "This is Applejack, Rarity, Fluttershy, Rainbow Dash, Pinkie Pie, and Twilight Sparkle." She pointed to each girl as she named them. "Look, I know what went down at the opera house wasn't optimal, but I swear, we're not your enemies, Batman."

Batman felt a small amount of weight lift off his shoulders. At least he wouldn't have to fight these girls, assuming they weren't lying. He had no way of knowing for certain.

"We came here looking for those weapons," Sunset continued. "We tracked them from Canterlot City, and we want to keep them from falling into the wrong hands. We want to eliminate them."

"How did you manage that?" asked Batman, genuinely curious. "Those weapons defy the laws of science. So do your powers. How do they work?"

"Well..." Sunset trailed off, awkwardly pressing her index fingers together. "This is gonna require a lot of backstory. See, it all started in a place called Equestria..."

One long explanation later...

Batman's jaw looked like it was going to hit the floor as Sunset finished up her story. The others had pitched in occasionally, supplying small details.

"...and that's pretty much it," Sunset finished. "Any questions?"

Batman had to physically press his jaws back together. "So, let me get this straight," he began. "You're actually a unicorn from an alternate dimension, where humans don't exist, and yet magic is an everyday commodity. You came here through a magic mirror, and your powers come from those pendants around your necks. Oh, and those weapons were created due to magic leaking into our world from this Equestria."

"Spot on," replied Applejack. "Look, I know we sound completely insane, but we ain't."

Batman sighed, rubbing his eyes with both hands. "Why couldn't I just deal with regular gangsters and criminals? Why does it always have to be something so convoluted?"

Twilight blinked. "You believe us?"

"I've fought an international terrorist who's over six-hundred years old," replied Batman. "This really isn't that much of a stretch for me."

In truth, he saw no other option but to believe their story. If it was just one person, he could pass it off as a delusional fantasy. However, this was a group of seven, and the chances of them all coming up with and agreeing on the same thing were just too small.

He was jolted out of his thoughts when Rainbow zoomed up to him. "Really?!" she asked, as she shoved her face into his, her eyes glowing. "What was he like?! Did you kick his butt?! Is he in Arkham now?! What—"

Rainbow was swiftly enveloped in Twilight's telekinetic aura and yanked back to the group. "Rainbow, I know you have trouble keeping your inner fangirl down," said the bespectacled girl, "but I don't think he appreciates it."

Rainbow groaned. "Do you girls have to ruin every chance I get to meet one of my idols?" she demanded. "This is probably the only time in my life I'll ever be this close to him!"

Batman frowned a little. If he were honest, he'd say that Rainbow's reaction threw him for a bit of a loop. Most people he met were either terrified or suspicious of him. Pure, unapologetic awe was new. If she knew more about him, and what he had to go through every night, she might not see him as such a role model.

"Back on topic," Sunset continued, "those weapons can't be allowed into the underworld. If you just destroy them, the magic gets loose, and it could flow into another object, or even a person. Trust me, you do not want to see that. We have a device that can suck the magic out of those weapons so we can release it back into Equestria."

"So what's your point?" asked Batman.

"I was thinking...er..." Sunset scratched her cheek, stumbling over her words.

"She was thinking we'd do a super hero team up!" interrupted Pinkie, as she thrust one fist into the air. "That way, you get the bad guys, and we can get rid of the magic!"

Sunset groaned. "Sure, Pinkie, just rip open that band-aid," she muttered under her breath.

Batman frowned even more. "Are you sure about that?" he asked. "I mean, you're just kids. You're not prepared for what's out there in Gotham. Why don't you just wait for me to retrieve the weapons, and then you can extract that magic, and—"

"Are you crazy?!" demanded Rainbow Dash. "There's no way we're passing up the chance to team up with you! Besides, we've got awesome super powers! Nothing can stop us!"

"What our friend is trying to say, darling," said Rarity, "is that we can take care of ourselves. We are all eighteen years old, and we can help you against those magical weapons. There's no need to be concerned over our safety."

Batman sighed. It was clear these girls weren't going to take no for an answer. His heart felt heavy again, wondering how this kept happening. First, Dick had insisted on becoming Robin when he was just a child, and sure, with Batman's training, he was capable, but he didn't even have that luxury with these girls. Even with their super powers, and the adventures they'd already claimed they'd been on, they could always make mistakes, and underestimate their opponents. How could he keep an eye on all seven of them?

On the other hand, he'd seen what those weapons could do. Robin was out of town, and Batman could easily slip up if someone used them against him. But did the chance of his death really justify using children to help him fight? Even if they were over eighteen, that didn't mean it was okay. He debated the idea in his head for what felt like hours.

"Look," he began, "if we're going to work together, we need to establish some ground rules. First, you need to follow my orders exactly. One slip up, and we're done. Second, you stay out of the line of fire. That's my job, not yours. I won't have the deaths of a bunch of kids on my conscience. Is that clear?"

"We're all eighteen," Fluttershy squeaked, but nobody heard her.

Sunset gulped. She had certainly expected Batman to be opposed to their team up, but this was something the group hadn't prepared for. Even if Batman was willing to let them help, he was keeping them on pretty tight leashes. He did raise good points, too. Sure, Sunset and the others had been in dangerous situations before, but those adventures hadn't involved them getting shot at by people who genuinely wanted them dead. Still, the magic weapons were their responsibility, and they couldn't afford to step back and place Batman's life in danger.

"Deal," she said, reaching forward with one hand. Batman took her hand and shook it, and Sunset had to suppress a cringe at the strength of his grip.

"Now," Batman continued, "we need to track down those weapons. Have you figured out how to do that yet?"

"I have," responded Twilight. "My laptop contains the device that we used to trace the magic to this city. Took my months to make it, but it works."

"Good," Batman replied. "Then our first job should be to—"

He was cut off again, this time by his eyes wandering towards the sky. Above them, a giant, yellow spotlight had started to shine, complete with the image of a bat inside it. Batman sighed to himself yet again. If the police were summoning him now, something had to be going on.

The signal hadn't escaped the notice of the Rainbooms as well. Pinkie blinked as she stared up at it.

"That seems to be an inefficient way of calling you," she said. "Couldn't they just text you?"

"You're missing the point of a secret identity," replied Batman. He reached into his utility belt and pulled out a small earpiece. "Listen, I have to take care of this, but I don't want you interacting with the police. I'll contact you on this when I'm ready. You concentrate on tracking down those weapons." He tossed the earpiece to Sunset Shimmer, who barely managed to catch it.

Sunset looked down at the device. It looked like the ones Twilight had built for the group, only considerably more expensive. There wasn't a bat logo anywhere on it, but she supposed that made more sense. She made a mental note to keep it away from Twilight, who'd probably dismantle it at the first opportunity. The others crowded around her.

"Well, at least you trust us with some of your technology," remarked Fluttershy.

"Thanks, I guess," said Sunset. She looked back up. "How long do you think..." She trailed off, as Batman was gone.

Rainbow could barely contain her squeeing. "I've heard about that!" she exclaimed, jumping up and down for joy. "That's so awesome! Maybe next time, I can try to catch him in the act, and—"

Applejack put a hand over her friend's mouth. "Let it go, Rainbow," said the farmer. "Just let it go."

Commissioner Gordon stood next to the lit Bat-Signal, as the wind blew the tips of his trench coat around. Tonight was quickly growing into another disaster. Detective Montoya had relayed everything that had happened at the opera house to him, and while the police had made a huge batch of arrests, those who'd organized the auction had escaped with the weapons they were selling. Not to mention the group of masked individuals who'd interrupted the auction in the first place. Nobody had heard from Batman since then, and Gordon had come across a troubling development.

"Have there been any changes to the situation, Jim?" asked Batman, as he stepped out of the darkness. Gordon nearly jumped where he stood, but he calmed down quickly. He was used to it by this point, after all.

"Batman. Yes, we've discovered something...troubling," he replied. "We found the truck that Zachery Pierce and Samuel Breach used to flee the opera house, along with them. There was nothing in the truck, but those two had to be admitted to the Gotham City Hospital. They couldn't stop laughing." He took his glasses off and rubbed his eyes. "You don't have to be a detective to know what that means."

"Joker," Batman growled in agreement, clenching both fists beneath his cape.

"Yes," replied Gordon. "They're both recovering now, but even with the antidote, they're in no condition to tell us anything. It's probably safe to assume that Joker has those weapons now."

"I agree," replied Batman. "Where were they when you found them? Maybe we'll get lucky and Joker left some sort of clue I can use to track him down."

"The old auto junkyard down on Eagle Street. They were probably planning to hide the truck there before blowing town. What about those masked people at the opera house? Do you have any leads on them?"

Batman hesitated. He hated lying to Commissioner Gordon about anything (except for his secret identity, of course), considering all the aid the man had given him over the years. Still, the Rainbooms were merely trying to help. They didn't deserve to get into legal trouble just because of what they were doing. He had no justification to reveal them to the police.

"No leads yet," he replied after about a second. "I thought I had something I could use to track them down, but it turned out to be a dud."

Gordon nodded. "Anything else we should know about?" he asked.

"One thing." Batman opened a pouch in his utility belt, pulling out the tiny device he'd take from the opera house. "This was on the other thug that Sam and Zack hired to help secure the auction. It resembles the mind control chips Joker stole from the Mad Hatter and used to control those comedians."

"That explains how Joker knew about the weapons," said Gordon. "And both Joker and Mad Hatter are on the loose right now. You think they might be working together?"

"I wouldn't rule it out," Batman replied. "Sure, Jervis is probably angry at Joker for what he did last time, but money can overcome a lot of grudges."

"I agree." Suddenly, the sound of a door opening took Gordon's attention, and he turned to see Harvey Bullock emerging onto the roof.

"Hey, Commish!" said Bullock. "Is the Bat here yet? I wanna ask him somethin'."

"Yes, Lieutenant, he's right—" Gordon turned back, only to find Batman completely gone. "Never mind." He sighed to himself. "Is he ever going to stop doing that?"

"This. Is. AWESOME!" squealed Rainbow as Applejack drove the Rainbooms' tour bus down the street. "We're teaming up with Batman! THE Batman! This is the greatest night of my life!"

"I'm glad you feel that way," groaned Fluttershy. "Because to me, this night would be the best with some sleep."

Indeed, the Rainbooms had been up well past the time when they'd normally go to bed. Sure, they'd pulled some all-nighters at Canterlot High, but this was the next level. Using their powers tended to burn a lot of energy, and most of them had been running around and jumping as well, without a moment to breathe. Batman might be used to this kind of thing, but they certainly were not. Applejack had the most experience staying up late to work on the farm, so they trusted she wouldn't crash the bus, at least.

"I'm not sure I would call this situation 'awesome', Rainbow," said Rarity. "Even if we are working together, I get the sense he doesn't exactly trust us."

"Same here," said Sunset. "Personally, I don't blame him. We're an unknown element. Even if he's really battled six-hundred year old terrorists before, he's never encountered Equestrian magic. Not to mention that we are pretty young."

"I just wish he wouldn't talk down to us!" complained Twilight. "We're capable! We've fought evil before, and we can do it here in Gotham like we did in Canterlot! We tracked those weapons here all by ourselves! That's gotta count for something!"

"Speaking of tracking the weapons, any luck on that program, Twi?" asked Applejack. "We've been driving around for nearly half an hour. Have you picked up the signal?"

Twilight pressed a few keys on her laptop. "No luck so far, Applejack. Maybe we should try the other side of the city."

Before anyone could reply, the earpiece they'd been given by Batman began to beep. Pinkie scooped up the device and pressed the glowing red button on it.

"Hiya, Mister Batman!" she proclaimed. "How's your night going?"

"A word of advice," said the super hero on the other end. "Don't use my name when I call you. You never know who might be listening."

Sunset shrugged. "He's got a point," she mouthed.

"Anyway," continued Batman, "have you had any luck tracing the magic?"

"We've been driving around running the scanner, but so far, we've turned up squat!" replied Pinkie, her annoyance palpable in her voice. "What about you?"

"There's been a development. I need you to meet me at the auto junkyard on Eagle Street. We have a crime scene to investigate. Bring your masks, and gloves."

"Okie-dokie-lokie!" said Pinkie. "Can I bring my party cannon? Hello?" Batman had hung up.

"Not one for casual conversation, is he?" asked Twilight, already pulling up the GPS on her computer.

"I guess not," replied Rainbow. "Still, at least he trusts us not to contaminate evidence. That's progress!"

"Not much. Alright, Applejack, you need to turn right at the next corner..."

With a swing of his leg and a kick of his polished shoe, the Joker booted the double doors open, before standing in the portal and throwing both arms outwards.

"Honey, I'm home!" he announced.

"Get over yourself, clown," came a British voice from the corner. "Besides, in case you've forgotten, Harley isn't here."

Joker's constant smile dropped a little. "Oh, come off it, Crane!" he snapped back. "You have absolutely no humor in that black heart of yours!"

Scarecrow leaned forward in his seat, his arms folded. "As I explained to you when we formed this alliance," he responded, "humor is just a coping mechanism to escape from fear."

Another British voice spoke up from down the hallway. "Fear isn't everything, my overly obsessed friend." The Mad Hatter stepped into the light. "After all, none of us truly fear the Bat, now do we?"

A few small taps brought everyone's attention to the Penguin in his place at the table. He lifted his umbrella from off the floor. "If you boorish buffoons are finished," he said, "I believe Joker has some news for us?"

"Yeah!" came the voice of Killer Croc. "Get on with it already!"

Joker rolled his eyes. "You people are no fun," he complained. "At least if Harley were here, someone would laugh at my jokes." Still, he continued his march towards the table, and dumped the three objects onto the table.

"We're not getting any information out of our mole," said Mad Hatter, "considering he's in police custody. So what can you tell us?"

"Well, they seem to be the real deal," commented Joker. He indicated the gloves. "When one of those idiots tried to punch me with these, he went clear through a car." He then relayed the rest of the weapon details that Zack had told him at the junkyard. "If these are all real, we've got some serious firepower on our hands!"

"Not firepower we can entrust to henchmen," replied Scarecrow. "Though I suppose that's why you're here, Mr. Tetch." Mad Hatter grunted.

"I don't get it," complained Croc, picking up the handgun. "This thing ain't even loaded! How is it gonna—"

Joker snatched the weapon out of the scaled hands. "Be careful, you raging simpleton!" he yelled. "We may not know how it works, but we don't need you blowing us all up, either!"

"Okay, okay, fine."

"And yet our recent moves pose a risk," chimed in Penguin. "Batman will know that you, at least, are involved now, Joker. He'll be hunting you."

"Oh, don't be such a downer, Pengers," replied Joker. "Besides, isn't that why we all teamed up to begin with? So we could finally wipe out Batman and divide this city up for ourselves?"

"You're both correct," said Mad Hatter. "We must prepare. If that meddlesome Dark Knight is really on our tails already, we need to be ready."

"So what do we do?" asked Croc.

"If you're all done interrupting me," said Joker, his smile growing to its widest, "I have some suggestions."

Chapter Five: The World's Greatest Detective

The Rainbooms followed Twilight's directions to the junkyard. They obeyed Batman's orders and put on their balaclava masks, along with gloves they'd brought along just in case. It didn't take a genius to figure out he wanted to avoid them getting their fingerprints all over evidence. Rarity protested, more at the location they were going to than anything else.

"Honestly, all this greasy scrap metal is just vile!" she whined, as the seven made their way through the junkyard. "I think my skin is getting more diseased by the second!"

"Oh, cool it, Rarity!" Rainbow snapped back. "We're doing important work here! We're hunting down dangerous criminals!"

"Why can't we hunt down the kind of criminals who hang around the spa?!"

Sunset rolled her eyes, as the seven rounded a corner of stacked cars. On the other side, they discovered Batman, sitting on his knees, studying the scene with a magnifying glass. The girls started to step towards him, but he held up his hand, ordering them to stop, without even turning his head.

"Don't come over here yet," he said. "I can't have you contaminating the crime scene."

"So, uh..." Sunset stumbled over her words. "Any idea what's going on here?"

"My scanner picked up traces of magic at this location," added Twilight, "but the weapons are long gone from here."

"I know. And I know who took them," replied Batman. He still didn't look up at them. "The men who ran the auction are in the hospital. They were dosed with Joker venom."

The Rainbooms all flinched at the sound of the name. The Joker and his trademark chemical concoction were both famous across the country. The idea of a toxin that forced one to laugh until they suffocated was nightmare-inducing, especially to someone who valued laughter as much as Pinkie. She was shivering where she stood, rubbing her upper arms with both hands. Fluttershy was shaking in terror.

"So...you're saying the Joker has the weapons?" asked Applejack, unable to keep the apprehension out of her voice.

"Most likely," said Batman. "Additionally, when I fought that goon the auctioneers hired at the opera house, a mind-control chip fell from his neck. Recently, the Joker stole that technology from the Mad Hatter and used it to brainwash comedians into being criminals. He could've have simply done it again, but Mad Hatter's on the loose, too, and they might be working together."

"Two crazy super villains for the price of one. Great," grumbled Sunset.

Batman looked deeper into a hole that had been punched into one of the nearby cars. "It looks like they tried to use the gloves against the Joker," he commented. "But they failed to injure him at all. None of his DNA is here aside from a few green hairs."

"Wait a minute," Twilight interrupted. "What about those?" She pointed to a set of footprints leading to and away from the crime scene. "Are those his?"

"Yes. Why? Did I miss anything?"

Twilight reached into the backpack she'd brought, pulling out a pair of goggles she'd designed. Slipping them on, she kneeled down and studied the footprints. She looked back up at Batman, silently asking for his permission. When he nodded, she took a few steps closer, then reached down with a gloved hand. She scooped up some of the dirt, finding several tiny white specks inside it.

"Looks like...birdseed," she commented. "Of course, I can't say for certain without an analysis, but that's my educated guess."

"Why would the Joker have bird seed on the soles of his shoes?" asked Fluttershy. "It's not like he has any connection to avians, unlike..." She trailed off as her brain caught the implications.

"The Penguin," said Batman. "So he might be involved as well. Of course, super villains teaming up is nothing new. Still, at least we have an idea of what we're up against."

"Three big meanies!" said Pinkie. "I bet they all hate parties and cupcakes and delicious pastries and—"

Sunset put a hand over her friend's mouth. "How do they manage to team up, anyway?" she asked. "These guys are greedy monsters. All they care about is money. Do they just manage to keep their backstabbing impulses in check until they actually have the money, or what?"

"Sometimes, the sheer value of what they're after manages to overcome those 'backstabbing impulses,' as you put them," replied Batman. "Like these magic weapons. Then there's their combined hatred of me. Plus, the Joker seems to take offense if he's not invited to a team-up. They might've just decided it was safer to have him on their side than risk him being against them."

"I see," said Sunset. She wasn't lying entirely, but even as a reformed villain herself, she didn't quite understand these crazies.

"So what's our next move?" asked Rainbow.

"I think our best bet would be to search Penguin's hideout," said Batman. "I tracked him to it a few days ago, but so far, he hasn't committed any crimes, so I haven't bothered trying to apprehend him."

"Sounds great! Can I ride in the Batmobile—"

"NO."

Batman turned on his heel, walking towards the entrance of the junkyard, where he'd parked his sleek, black car. The Rainbooms turned to follow, approaching their bus.

"So what's our game plan?" asked Sunset. "I know you don't go in guns blazing, but we don't have a lot of experience with the stealth style."

"You will wait behind until I inform you that it's safe to come in," stated Batman, as though it were the most obvious thing in the world. "We're taking no unnecessary chances."

"You do realize that you actually need us to deal with the magic weapons, right?" asked Applejack. "Remember, you can't just destroy 'em."

"I know. But my decision stands." Batman pressed a button on his belt, opening up the top of the Batmobile. Then he pulled out a scrap of paper and a pen, and scribbled down an address. "Here's where Penguin's hideout is. Park a block or two away, and wait for my confirmation before you get out of the bus. They could have armed guards outside." Then he climbed into the Batmobile.

"Okay! Anything else we need to—" Pinkie began, only for Batman to close the car and drive off. "...know. And he's gone."

"That went well," complained Twilight, as the group turned to walk back towards the bus. "He might've missed that birdseed clue if we hadn't been here, and he doesn't even thank us."

Applejack inserted the key into the ignition. "I don't think he's particularly happy that we're on this case. You'd think he'd feel better now that he knows what he's dealing with in those weapons." She started the engine, and drove out of the junkyard, while Twilight pulled up the address Batman had written for them on her computer.

"Well, we should be grateful that he's at least letting us help!" said Rainbow. "We should follow his orders. After all, he's been in the business way longer than we have!"

"That doesn't give him the right to treat us like we're incompetent," Fluttershy pointed out. "I guess he's trying to look out for us, but he could be a little more tactful about it."

Sunset sighed as she rubbed her eyes. "This is gonna be a long night," she moaned.

Batman pulled up to the abandoned warehouse Penguin had apparently been using as a hideout ever since he'd been released. Briefly, he wondered why there were so many deserted warehouses and other such buildings in Gotham City. In a city with this much crime, that seemed like an invitation to use the buildings for illicit activities. Maybe Bruce Wayne should buy some of them and put them to use.

Of course, that only kept his mind off the Rainbooms for a moment. Now the he knew at least three super villains were involved, one of whom was the Joker, he wanted them off this case more than ever. Of course, if he didn't let them help, they'd probably just go behind his back and try to get the magic anyway. He didn't see any real way to ensure their safety one-hundred percent. The best he could do now was keep them close, but prevent them from getting into fights. Even if they did have magic powers, that didn't make them bullet-proof.

Pushing those thoughts aside, Batman climbed out of the Batmobile. After all his security checks to make sure nobody could get in, he turned back towards the warehouse. It was fairly nondescript, with brown wood for walls that were actively falling apart. The glass windows had all been shattered, and the place generally looked like it had been untouched for years. Of course, that didn't prove anything.

Taking out his grapple gun, Batman fired it towards the roof, latching on and pulling himself to the top. He figured that a warehouse like this had to have a skylight somewhere, which would make a good entrance if his suspicions about this place were correct. A few seconds of searching confirmed that fact, and the glass was even broken up here. It only took a few moments for Batman to remove the frame, and attach his grapple to the outer edge. He descended slowly into the darkened house, wrapping himself in his cape to blend into the shadows.

His feet touched down on the floor within minutes. A quick glance around confirmed that most of the interior was bare, with only a few stacks of loose crates taking up any space. It was a safe assumption that they were empty. Looking from side to side, Batman didn't see any exits besides the skylight and the front door, and there were no signs of disturbances. Perhaps he'd been wrong.

He reached into the pocket of his utility belt, pulling out the radio connected to the earpiece he'd given the Rainbooms. He'd barely begun speaking into it, ordering the girls to come in, when something whooshed passed his cowl, hitting the radio and splitting it in half, both pieces clattering to the floor. His instincts kicking into overdrive, Batman spun around until he was facing the direction the attack had come from. However, he was unable to discern anything until the lights suddenly switched on. Covering his eyes for a second, Batman opened them to find the Penguin standing on top of one of the crate stacks, the tip of his umbrella smoking.

"Blast it!" complained the rotund villain. "I would miss, wouldn't I?"

"Gimme a break, Pengers!" came another voice from behind Batman. A voice he knew. "Even Croc could've made that shot!"

"Hey! You insulting me, clown?!" came Killer Croc's low, guttural voice from yet another direction.

Batman didn't need to turn around to know he was surrounded. Out of the corners of his eyes, he saw the Mad Hatter and the Scarecrow stepping out of the darkness. Joker and Croc were likely behind him.

"Did you honestly think I'd just leave that birdseed on the soles of my shoes without thinking?" asked Joker. "You should know me better by now, Batsy!"

"So, all five of you," Batman grumbled. "Honestly, I'm surprised you managed to coordinate this. After the whole trial at Arkham debacle, I expected you'd never try a team-up again."

"We learn from our mistakes, Batman," replied the Hatter. "We won't be playing around with a mock trial this time!"

"And I didn't bring Harley to screw everything up!" added the Joker. "We're just gonna take you down, fast and clean!"

"And how do you plan to pull that off?" Batman demanded, even though he had a sinking feeling he knew the answer.

Scarecrow reached into his pocket, producing the golden pistol. "I take it you know what this is, Batman," he cackled. "I'm sure you were already aware we had it, but we'll be testing it out on you. No overly-complicated death traps this time."

"Do you even know what that is?" demanded Batman. "That thing is dangerous. You can't keep using it." From what the girls had told him, even they couldn't predict any side effects of the magic weapons.

"It's a gun, Batman. Of course it's dangerous," Killer Croc snarled back. Out of the corner of his eye, Batman saw him pull out the straight stick. "So is this, if I remember right."

"I don't suppose anything I could say could convince you to drop those things," said Batman.

"Sorry, Batsy!" quipped the Joker. "You don't get off that easily!"

Batman sighed. Of course they would never take the easy way out. He tensed both fists, shifting into a fighting stance.

"And just in case you get any ideas..." said Mad Hatter, snapping his fingers. Several thugs stepped out of the darkness, each with one of Jervis' mind-control chips in their neck. Batman groaned, realizing he'd have to fight through innocents if he wanted those weapons.

Scarecrow took aim at Batman with the golden gun and fired, launching the magic sphere towards him. The Dark Knight easily leaped aside, while his hands pried a batarang from his belt. Once he landed, he tossed the weapon towards Scarecrow, making sure to hit his hand and not the gun. Crane yowled in pain as he dropped the gun to the floor. The blast the gun had fired continued on its path, cleaving a hole in the wall.

"Crane! Can't you do anything right?!" yelled Penguin.

"Oh, like you're so much better at this!" Scarecrow shot back.

"Enough talk!" roared Croc, charging forward, brandishing the straight stick. Batman ducked under his swing, then punched upwards, clipping his reptilian opponent in the jaw and sending him to the ground.

"I can take anything you dirt bags can dish out," Batman growled, as he picked up the straight stick. He slipped it into his utility belt.

"Oh, we'll see about that," Joker cackled.

A few minutes earlier...

"Why does he get to go in first?" complained Twilight. "We're smart, we'll wear our gloves! We're not gonna contaminate everything just by breathing in the same vicinity!"

"Actually, now that I think about it, I don't mind letting him go first," said Fluttershy. "He knows what he's doing, after all."

"Yeah!" added Rainbow. "Besides, it might be a trap, and he doesn't want us getting hurt!" Her smile changed into a frown as she thought. "Then again, escaping from a super villain trap would be pretty awesome."

Twilight rolled her eyes and folded her arms, but she didn't whine any further.

"If it is a trap, do you think he'd tell us?" asked Sunset. "Or would he just take out everybody while we watch helplessly from the sidelines?"

"I don't know," replied Applejack. "I'll give him credit that he doesn't want us getting hurt, but sidelining us is a bad idea. He's never dealt with Equestrian magic before."

"He could be more tactful about it," Rarity pointed out. "Even if he has our best interests at heart, that shouldn't stop him from showing basic human decency."

A tiny beep from the earpiece cut off their conversation. Pinkie reached over and picked it up, slotting it into her ear.

"Hey there, tall, dark, and brooding!" she said. "What's up?"

"It's clear," came Batman's voice. "I need you to—"

Pinkie suddenly yelled as the voice was replaced by blaring static. She yanked the earpiece out, tossing it onto the floor, so that everyone could hear it.

"OW!" she shouted, clutching her ear. "What kind of super hero has tech that malfunctions like that?!"

Sunset shut off the earpiece. "Twilight, any idea what could've caused that?" she asked.

"Well, I've got two theories," replied the purple girl. "One is that it's just a glitch with the tech. Two..."

She didn't finish, as a loud noise suddenly took up everyone's attention. They all looked towards the warehouse, where a large sphere of magic, like the one the magic gun had fired in the opera house.

"...or it really was a trap," Rarity finished.

"Those be magic gunshots," said Pinkie.

Rainbow leaped out of her seat. "Well, come on, girls!" she yelled, pulling her mask down. "We gotta help him!"

"Are you serious? You were the one saying we should follow his orders to the letter!" Applejack snapped back.

"Hey, if you wanna let Batman get killed, be my guest!"

The girls all looked at each other, then began putting on their masks and gloves.

Author's Note

Sorry this took so long.

Chapter Six: Clash

Applejack took the lead as the girls charged towards the warehouse. Rainbow could've easily passed her, but she slowed down, not wanting to face a bunch of armed criminals without her friends by her side. Rearing one fist back, Applejack punched the front door, breaking the lock and sending the wooden panel tumbling to the floor. She stomped inside, with the other six on her tail, to discover what awaited them.

Batman stood in the middle of the room, his cape whirling around him like a cloud of darkness as he danced around the villains attacking him. Killer Croc, the Joker, and the Scarecrow were all going for hand-to-hand combat, though Scarecrow also had a large scythe he was using. Several thugs stood on the sidelines, priming their guns. Meanwhile, the Penguin and the Mad Hatter both had weapons in their hands as well, but made no attempt to shoot, presumably out of fear of accidentally shooting their comrades.

Joker was the first to notice the intruders. "Well, what do we have here?" he asked, jumping out of the fight to stare at the Rainbooms. "Looks like he replaced Robin with a group of cheerleaders! Really, Bats, did you have to invite company over tonight of all nights? Admittedly, I did that, too, but still!"

Batman turned to face the door. "What are you doing?!" he demanded. "I told you to wait—" He didn't get to finish before Croc delivered a painful punch to the back of his head.

"Batman!" yelled Rainbow. She zipped forward, blasting past the Joker and the Scarecrow, and rammed her fist into Croc's stomach at super speed, sending him flying backwards into one of the crate stacks. "Don't worry, we've got your back!"

Scarecrow brought his scythe down towards Batman's head, only for him to block the blade with the spikes on his gauntlets. Batman then spread his arms, tearing the wooden staff apart, and leaving Scarecrow without a weapon.

"I can handle this!" he insisted, as he kicked Scarecrow in the stomach, driving him back. "Get out of here!"

"No can do, Bats!" replied Applejack, as the rest of the girls charged forwards. "We ain't leaving you to get your butt kicked by this many guys!"

Twilight raised both hands as the Joker advanced on them, pulling a spray can out of his jacket. Her raspberry aura enveloped the can, yanking it out of his hands, and tossing it off to the side. She didn't crush it, afraid she'd release the Joker venom inside. Then she pinned his arms to his sides, and sent him flying backwards towards the Mad Hatter, who barely managed to dodge.

Killer Croc didn't know who these newcomers were, but he didn't really care. Taking his focus off of Batman, he raised both fists and charged towards Applejack, before swinging his arms down on top of her in a powerful overhead smash. What he didn't expect was that she would catch him by both wrists, completely immobilizing him. Then she used his own strength to flip him over her back, and slam him into the ground.

Batman groaned, slapping himself in the face, before shaking his head. "Okay, fine," he acquiesced. He pointed towards the brainwashed people. "Take them out, but don't hurt them! They're not doing this of their own free will!"

"Got it!" replied Pinkie, pulling out her jar of sprinkles. She shook a small pile into her hand, before reeling back and tossing it to the floor. The sprinkles glowed, then exploded in a burst of pink smoke, blinding all the gunmen and preventing them from getting a clear shot. Rainbow Dash zipped around, grabbing the mind-control chips off the necks of the thugs, ripping them off, and tossing them to the ground. Once removed, the people crumpled like origami, landing unconscious on the ground.

"Who are these miscreants?!" demanded Penguin, as he reloaded his umbrella gun. "Batman's never had them fighting by his side before!"

"Who cares?!" Joker shot back, as he climbed to his feet. "The more, the merrier, I say!"

He squeezed the gag flower on his lapel, squirting a stream of green acid towards Twilight, who was presently occupied with the Mad Hatter. Luckily for her, Rarity noticed just in time, and projected one of her diamond barriers, blocking the acid.

Joker frowned at the sight. "Super powers?" he complained. "Well, that's no fun, ladies."

"No fun for you, maybe!" Rainbow shot back. "But then again, you're a sicko!"

Joker's frown grew even deeper. He rolled up his sleeves. "Didn't your mothers ever teach you not to call people names?!" he growled, advancing on Rainbow.

Underneath her mask, Rainbow smiled. She waited patiently for Joker to walk towards her, then as soon as he reared back for a punch, she used a burst of super speed to zip away.

"Can't touch me!"

Then she heard the click of a gun behind her, and wisely used the one second she had to zip back to another corner. That move saved her life, because it enabled her to dodge Penguin's bullet.

"You children may be powerful," he remarked, blowing the smoke off the tip of his umbrella, "but clearly, you're out of your league here in Gotham."

Rainbow clenched her fists. "We'll see about that, flipper boy," she growled.

Meanwhile, Batman and Applejack were currently fighting Killer Croc together. Applejack was mostly playing defensive, blocking and redirecting Croc's blows, because she wasn't sure of the upper limits of her super strength. Croc may have been a jerk, but she still didn't want to hurt him. She figured her best option was to keep him busy so Batman could take him down.

Batman lashed out with a devastating roundhouse kick, only for Croc to catch his leg under one arm. He then swung the masked man around, causing him to crash into Applejack before she could move. The two tumbled to the ground, and the straight stick fell out of Batman's utility belt. Croc wasted no time in scooping it up.

"I ain't got a clue who you are, girlie," he growled, raising the stick, "and I don't care. Killer Croc's gonna waste ya!" He brought the straight stick down, and the magic in it activated, elongating it. Applejack just barely managed to raise both hands to catch the shaft.

"That's the best line you could come up with?!" she demanded. "I'm no theater writer, but even I could do better than that!"

She was speaking to try and cover up her own fear. She was lying on one hip, and had no leverage to try and overpower Croc, even with her super strength. As if that wasn't enough, the magic of the stick made it harder for her to push back. If this situation kept up, she had no doubt that Croc would win.

That was when Batman jabbed Croc in the stomach with one kick, forcing him backwards. The straight stick was removed from Applejack's grip, though Croc didn't drop it. This gave her just enough time to jump to her feet.

"Thanks, Bats!" she said.

"Don't thank me just yet," replied the Dark Knight. "We're not out of the woods."

Indeed, it appeared Batman's kick hadn't done much besides make Killer Croc angry. He raised the straight stick above his head once more, and as it elongated, brought it down like a hammer. Batman and Applejack were forced to jump to opposite sides to avoid the crushing blow.

At the same time, Twilight was dealing with the Mad Hatter. With his brainwashed thugs downed, she'd hoped he would be an easy foe to deal with. Unfortunately for her, he'd grabbed the magic gun before she could stop him, and was currently taking shots at her with it. Twilight's telekinesis could barely slow down the magic bullets, likely due to them being magic as well, so all she could do was redirect them away from her body, while making sure they didn't hit anybody behind her.

"Will you knock it off?!" she demanded, using her magic to knock Tetch backwards and sending the gun flying out of his grip.

"If you have such a problem with being shot at, maybe you shouldn't have joined Batman in this fight!" Hatter shot back. "You're playing with the big boys now, girl!"

He produced a switchblade knife from his pocket, popped it out, and hurled it at Twilight. Fortunately for her, he was no knife thrower, and it only took a lazy pulse of magic for her to send it into the floor.

"You know, I'm beginning to see why you get sent to Arkham Asylum every time you get captured," Twilight quipped. "You clearly need a lot of help."

"Oh, I need help?!" Hatter roared. He abandoned all thoughts of strategy, instead charging forward like an enraged bull. Twilight didn't have time to react before he punched her in the cheek, driving her to the floor. Advancing on the downed girl, the Mad Hatter raised one arm in a hammer fist pose, preparing to deliver another blow.

Twilight, dazed and in pain, couldn't think clearly, and frantically reached out with her magic, snagging the Hatter in her telekinesis. She levitated him upwards, and his momentum carried him until he crashed into the upper wall of the warehouse. Once she released her grip, he fell forward onto his face.

"You'll pay for that..." he growled.

Simultaneously, Rainbow and Sunset dealt with Joker. Normally, Rainbow would've crushed him easily with her super speed, but the Penguin kept taking shots at her, forcing her to keep dodging. Sunset was keeping the Joker at bay with martial arts, but she didn't know how long she could hold out, because the mad jester was a lot stronger than he looked. She delivered a particularly nasty haymaker to Joker's stomach, driving him backwards.

"Oof!" grunted the clown as the air was driven from his lungs. "Nobody's allowed to smack me around like that besides Batman, and sometimes Harley! Heck, even that's a rarity!"

"Pardon?" asked Rarity from her position across the warehouse.

Joker looked over at her curiously, but this left him open for Sunset to punch him again. Which she did.

"OW! Now you're asking for it!"

Joker reached inside his coat, pulling out a stack of playing cards. Sunset raised her eyebrows, wondering how those could possibly be threatening. Then she remembered who she was fighting.

The Joker proceeded to pull four cards from the deck, holding them between two fingers. With a flick of his wrist, he sent the cards flying towards Sunset like shuriken, and she wisely dodged to the side. Even so, she got a small scratch on one arm, revealing that the cards were razor sharp. She turned her head to see that they'd embedded themselves in the wall behind her.

"You're a real maniac, you know that?" she demanded, turning to face Joker again.

"Oh, you are too kind!" laughed the clown, taking a mock bow.

Gritting her teeth, Sunset raised her fist back and aimed a powerful punch at his head. The Joker swerved to the side, narrowly avoiding her blow, and caught her wrist. With Sunset in his grip, Joker punched her in the gut, then uppercut her jaw, leaving her dazed.

"Now, let's put a nice smile on that face..." he chuckled to himself, as he pulled out yet another spray can of Joker venom.

"Little help, please!" Sunset called out, as she struggled.

"Comin' at ya!" said Rainbow. She zipped over, vibrating her fist at super speeds to increase her striking force, and punched Joker in the stomach. The clown was forced to release his grip on both Sunset and the Joker venom, as his whole body flipped over, then slammed into the floor.

"Take that, you chalky—" Rainbow began, then cut herself off as she heard a gun click behind her again. She zoomed away to dodge yet another bullet from Penguin. "You know, you're gonna run out of bullets sooner or later, pal!"

"Hm. Perhaps you have a point," admitted the tuxedoed villain. He jumped down from the crate he was standing on, deploying his umbrella to slow his descent. With another click of a button, a blade popped out from the tip of his weapon.

"I don't see how you think this is gonna go any differently," Rainbow tutted, folding her arms. "You know you can't keep up with me."

Penguin's grin grew longer. "Who said I have to keep up with you?" he asked. "Who said that was my goal?"

Rainbow's eyes widened in realization, but before she could move, Joker smacked her in the back of the head with a rubber chicken. Ordinarily, that wouldn't have hurt, but he must've put something heavy inside it, because Rainbow felt like she'd been clubbed with a hammer. She staggered forwards, clutching her skull in agony.

"Now, for the finishing blow..." began the Penguin, raising his umbrella blade.

However, he and the Joker had fallen into their own trap. Sunset, who'd recovered from her earlier injury, made a sweeping kick under Penguin's legs, knocking them out from under him. Joker, seeing his ally in distress, raised his rubber chicken, only for Sunset to bring her foot around and smack it into his groin, forcing him to drop to his knees.

"Thanks," Rainbow breathed, rubbing her head.

"Call it returning the favor," replied Sunset.

Meanwhile, Rarity, Fluttershy, and Pinkie had engaged Scarecrow. They'd thought the mad scientist would be helpless without his scythe, but those hopes had been dashed when he pulled out a sickle. The weapon was much smaller than the scythe, and thus, easier for him to control. Still, he was no match for Rarity's diamond barriers.

"Insolent little wretches!" he shouted, as Rarity blocked yet another slash from him. "How do you even manage to produce these infernal crystals?!"

"That's my little secret, darling," replied Rarity. "Now, if you would take off that ridiculous mask and lay down your weapon, we could put an end to this foolishness."

"Ridiculous?! The face of the Scarecrow instills fear into the hearts of men!"

"I don't know about that," replied Fluttershy. "I admit I scare pretty easily, but I'm not afraid of you. You just look kind of silly."

Scarecrow roared with fury, lunging at Fluttershy with his sickle raised, until Pinkie threw a tiny handful of glowing sprinkles at his feet. The resulting burst of pink smoke and sugar blinded him for a moment, and caused him to trip forward, slamming into the warehouse floor.

"Take that, you big meanie!" Pinkie cheered. She bounced over to him, and kicked his sickle away with one foot. "Now, do you have anything to say for yourself?"

Raising his head up with a grunt, Scarecrow frowned, but his grin quickly returned. "As a matter of fact, I do," he replied. "Take a deep breath."

With those words, he raised one hand towards Pinkie. A fine red mist shot from his fingertips with a hissing sound, and quickly enveloped the party girl. Pinkie inhaled the gas before she knew what was happening, and coughed beneath her mask. She smacked Scarecrow's hand away, but it was too late.

"What was that supposed to do?!" she demanded. "What did you—" She faltered, her eyes dilating in their sockets.

Scarecrow grinned wickedly. "What do you see, girl?" he asked all too eagerly. "What kind of fear grips your heart?"

Pinkie's hands flew to her head, and she trembled where she stood. Her legs fell out from under her, and she fell, landing on her back.

"Pinkie!" exclaimed Sunset. She punched the Joker in the jaw, dropping him to the ground, and rushed over to help her friend. The other Rainbooms followed suit, leaving Batman fighting Killer Croc all alone. With one quick punch, he knocked Croc back, and approached Pinkie alongside the others.

"Pinkie, what's wrong?!" Rainbow implored her. "I don't know what to do!"

Pinkie's entire body shook, and she balled her fists against her head. She didn't respond to any of her friends' attempts to snap her out of it, instead muttering to herself over and over again "Stop...please stop..."

"Batman, what's wrong with her?!" asked Twilight, the fear palpable in her voice.

"Scarecrow poisoned her with his fear toxin!" replied the crime fighter. "She's experiencing hallucinations of her worst fears! She needs the antidote now!"

"Where is it?!" demanded Sunset.

"I don't have it on me! We need to leave, now! Get her to the Batmobile!"

"On it!" Rainbow shouted. Her speed kicked into overdrive, as she grabbed Pinkie and lifted her up, before zooming out the door in a rainbow trail. Batman and the five remaining Rainbooms followed, with only a few scattered bullets coming after them as they went. Once they were gone, Joker and the other villains gathered around, as the Clown Prince of Crime twirled the magical gun in his fingers.

"Well," he proclaimed, after a few seconds of silence, "that went better than expected. Even with all that help, old Batsy wasn't a match for us!"

"Hey! What do you mean 'us'?!" demanded Scarecrow. "If it hadn't been for me and my fear gas, we might've lost!"

"All right, don't get a swollen head about it, Crane," said the Mad Hatter. "But we didn't accomplish our main objective. Batman still lives."

"True," replied Joker. "But now, we know his weakness. Whoever those girls are, he obviously cares about them." His mouth morphed into his trademark, terrifying smile. "And weaknesses are made to be exploited."

Chapter Seven: Serious Talk

Batman insisted on taking Pinkie in the passenger seat of the Batmobile, so he could keep an eye on her. Due to current circumstances, nobody was willing to disagree with him. With Pinkie in the Batmobile, and the remaining six Rainbooms in the touring van, they followed Batman across the city, driving through the streets of Gotham. Batman himself drove as fast as he dared, with Pinkie shaking and whimpering in the seat next to him. Thankfully, at this time of night, there was barely anyone on the road.

Finally, after what seemed like hours, the two vehicles reached what looked like an empty lot. Batman parked on the side of the road, before popping the roof of the Batmobile and carrying Pinkie with him. The Rainbooms parked right behind him, and filed out of the bus. Thoughts wandered across their minds, such as the question of what they were doing here, but no one said a word.

Batman pulled a small remote out of his utility belt, and pressed a single button on it. The floor of the lot began to shift, splitting into two pieces that slowly slid apart. Once the hole had fully opened, a staircase rose upwards, leading down into the darkness. Batman descended, with the Rainbooms hot on his tail. Beneath the hole was a small cavern, which was soon illuminated by flood lamps, as the panels above them closed once more.

"Is this the Batcave?" asked Rainbow, unable to keep her voice from shaking.

"No," Batman answered. "It's more of a miniature. I've set up multiple locations like this all over Gotham, just so I don't have to run all the way back to the real Batcave every time I need something."

There was a metal table sitting in the middle of the cavern. Batman laid Pinkie done onto it on her back, before rushing over to several beakers of chemicals on an adjacent table.

"Hold her still," he ordered the others, keeping his voice stable. "I don't want her to hurt herself."

Sunset and Fluttershy immediately moved to obey, with Fluttershy grabbing Pinkie's wrists, and Sunset her legs. Fluttershy had to pry Pinkie's hands away from her face, to prevent her from clawing at her own skin, as the party girl shivered in terror. Soon enough, Batman loaded a syringe with a yellow liquid, and ran back over to Pinkie. Taking her by the arm, he injected the liquid under her skin.

"Will that save her?" asked Sunset, shaking with fear.

"Yes," replied Batman, sighing with relief. "She'll be fine. Keep holding onto her, though. It takes a minute to work."

His words proved to be true over the next two minutes. Pinkie squirmed and thrashed, but Fluttershy and Sunset held on, and soon enough, her struggles weakened. Pinkie's eyelids drooped, and she laid back down on the table slowly coming down. Fluttershy looked at Sunset, silently asking a question. After a minute of deliberation, Sunset nodded, and both girls released their grip on their friend. Pinkie's limbs laid down on the metal, and her breathing steadied.

Then her eyes snapped open, and she shot upwards before anyone could move.

"Who what when where why how?!" she babbled, as her eyes darted around like ping-pong balls. She lifted up her arms, staring down at her hands for a second. Then she turned to Batman, before facing each of her friends, one at a time.

"Everybody's okay?" she asked. "Nobody...you're all fine?" The others all nodded in confusion. Pinkie breathed a sigh of relief. "Okay, good. What the heck happened?"

"Scarecrow dosed you with his fear toxin," Batman explained. "It's a dangerous chemical concoction that causes people to hallucinate their worst fears and believe they're real. Unchecked exposure can result in permanent psychosis and mental damage. Luckily, we got you the antidote before that happened."

"Oh, that makes sense," said Pinkie. She shivered. "That wasn't a pleasant experience, let me tell you."

The remaining Rainbooms thought about asking Pinkie exactly what she'd seen under the gas's influence, but decided not to. The question was just too personal.

Batman stared in surprise at the girl before him. "You don't feel...traumatized? You're not freaking out? It's okay if you want to do that."

Pinkie shook her head. "Nah. I mean, I won't be huffing that stuff during my lunch break at work, but I feel fine now."

At Batman's perplexed expression, Applejack spoke up. "Pinkie bounces back from things pretty quickly. Don't question it." Batman responded by sighing and facepalming.

Rainbow clapped her hands together. "Well, now that that's taken care of, we need a new plan. There must be some way to track down those crooks again! And this time, they won't catch us off-guard mid-fight! We'll kick their butts for sure next time!"

"Actually, I—" Batman began.

"Hold your horses, Rainbow," said Sunset. "We need to properly prepare this time. Batman, does that antidote inoculate people against Scarecrow's gas?"

"Yes, but—"

"Excellent! We should all take a dosage of it, then!" said Rarity. "We can cancel out one of their biggest weapons that way."

"Girls, I think—"

"But we've still got to think of a way to counter those magic weapons," said Twilight. "My telekinesis could barely move the shots of the magic gun. If they use those against us, we're not gonna have an easy time."

"Will someone please—"

"Maybe we could just swipe the weapons and suck the magic out one at a time?" asked Fluttershy. "It would make it a little easier to fight—"

"GIRLS!" Batman shouted, making everyone else jump. He had quite a voice. "Now do I have your attention?!" The Rainbooms all nodded quickly. "Good. Now, I think it's best if you step back and let me deal with the villains from here. I'll bring you the magic weapons when I'm done."

"Uh, not to be rude, but didn't we already talk about this?" asked Sunset. "We'll have an easier time of it if we work together, remember? Besides, now that we know there are five different super villains to deal with, you're gonna need our help."

"You'll recall that I ordered you to stay behind until I called you," Batman continued. "I told you to follow my orders. Not to mention, Pinkie got dosed with Scarecrow's gas. Next time, it could be Joker venom, which you might never recover from. You're children, and this mission is too dangerous for you. I can't allow you to help and risk your lives in the process. I'm ending this alliance."

Twilight frowned. "Look, we're all over eighteen. We're not kids, we can take care of ourselves. We appreciate that you care about our welfare, but this is more important."

"Yeah!" chimed in Rainbow. "We're not missing out on the chance to team up with you! We're tough!"

Batman shook his head. "You don't understand. This is my city, and my crusade. I'm not dragging you into this any more than I have already."

"You didn't exactly drag us in," Pinkie replied. "We came here of our own volition. We decided to chase after those weapons."

"Why are you so insistent on keeping us out of this?" demanded Applejack. "Why are you so worried?"

Batman sighed, turning on one foot to stare at the wall. These women were a stubborn bunch, that was for sure. He was trying his best, but they were still resisting. All he wanted was to protect their lives, why couldn't they see that? He only had one card left to play, but he didn't like it. It made him nervous, exposing his vulnerabilities to people he barely knew.

"Should I tell you how it started for me?" he asked. He didn't even wait for an answer before going on. "When I was a child, my parents took me to a movie. Once we left, we were approached by a mugger. My father tried to stop him, but both him and my mother were shot and killed. They never caught the killer.

"That was when I took up my mission. I promised that no child would ever lose their loved ones like that in this city again...or worse. But I also made a vow that I wouldn't pull anybody else into this crusade if I could avoid it. Sure, I have a few allies, but none as young or unprepared as any of you. This would be my job, and mine alone. I won't force people to die for what I want."

He turned back around, discovering the Rainbooms in various states of sadness. Fluttershy looked like she might burst into tears at the very thought. Rainbow and Sunset were both looking down at the floor, as though they couldn't meet his eyes.

"Oh, darling, I'm so sorry," Rarity breathed. "Nobody deserves to go through that."

"Batman," Sunset ventured, "if I learned anything from being blasted by a magical rainbow laser, it's that you can't do things alone. I tried to go my own way, to surpass Princess Celestia, thinking I didn't need friends. I was wrong. Sure, you weren't trying to take over Equestria with an army of brainwashed teenagers, but we can help you."

"You're not forcing us to do anything we wouldn't do otherwise," added Twilight. "If you throw us out now, we'll just end up trying to get involved without your help, which would be more dangerous."

Sunset continued. "I'm the one who brought magic to this universe in the first place. If this city is your crusade, then the magic is mine. It's our responsibility to stop it before more people get hurt. I—all of us—need to help with this. Please."

Batman swallowed. As much as he hated to admit it, the women were marking a good point. The way they'd battled magic over the course of their lives made him think of how he'd gone down his own path. Did he have the right to deny them this? Their lives would be in danger, sure, and from what they'd told him, they'd never faced anyone as bad as the super criminals of Gotham, but that didn't mean they couldn't do it. Dick Grayson had hungered to fight criminals like Tony Zucco after the deaths of his parents, and Batman had allowed it. Was there really that much difference here?

"Alright," he finally acquiesced. "Just promise me one thing: No unnecessary risks. We only do what needs to be done to save lives."

"Of course," replied Rainbow. "You don't even need to ask that." Applejack shot her a skeptical look, but said nothing.

Batman smiled for the first time since they'd begun having that conversation. "Now, we need to decide what our next move is. Those criminals won't be staying at that warehouse any longer, now that the trap's failed."

"I agree," said Twilight. "My guess is they'll try to find some way to use the magic weapons to lure you/us out so they can finish the job. They won't be going out on the town with the weapons until there's nobody who can stop them. I can still track the magic, at least."

"But we shouldn't just sit here and wait for them to show up on our radar again," added Sunset. "Is there any way we could figure out where they'll strike next? Or maybe narrow down where their real hideout is?"

"Actually, I did have an idea," Batman admitted. He went over to one of the tables and pressed a button on the surface. The top rose upwards and unfolded, revealing itself to be a rather large computer.

"Wow. That looks more expensive than Twilight's set up back home!" commented Pinkie.

Batman ignored her. "If Scarecrow's been manufacturing his fear toxin again, there might be a way to track him down, and thus, his 'friends.' He'll need certain chemicals in order to properly make the gas, and they're made at very specific places in Gotham."

"So are you thinking we stake out some of these places?" asked Applejack. "Even if they're just having the brainwashed thugs pick up the ingredients for them, we might be able to get a lead."

"Exactly," replied Batman. On screen was the chemical formula for the fear toxin. "I say we start at Scarecrow's old company, Crane Chemicals. It would've been shut down when he was first sent to prison, but the remaining staff managed to keep it afloat. Crane could easily be stealing from them."

"What are we waiting for?" asked Rainbow. "I call dibs on the Batmobile!"

Chapter Eight: Pursuit

Even before Jonathan Crane had become the Scarecrow, Crane Chemicals hadn't been the most pleasant location in Gotham to work. Crane himself wasn't the most friendly or understanding boss, and the whole manufacturing plant gave off disgusting smells. Fortunately, unlike the competing Ace Chemicals, safety violations were rare, and after the professor began his criminal career, conditions greatly improved. Nowadays, most of the staff did enjoy working there.

However, today was not one of the good days.

The employees had all been subdued with sleeping gas pumped into the air vents, while various mind-controlled henchmen walked through the plant, gathering the supplies necessary for the production of the Scarecrow's famous fear toxin. Joker, having lost the coin flip and been forced to manage the operation, had wanted to use his laughing gas, but even he was smart enough to know it was better not to draw attention to the supervillains' operation yet. As long as Batman was in the picture, no extraneous risks would be taken.

"Hurry it up, you dull-brained lap dogs!" he shouted into his two-way radio. "I want to finally take out Batman, and my patience for you is waning thin!"

The brainwashed minions didn't answer, and Joker huffed. Logically, he should've been in a good mood, since the supervillain team had not only acquired those strange weapons, but had managed to drive Batman away in a fight. Unfortunately, he knew their victory had been largely due to luck, and the fact that Batman's new friends had been underprepared. The Bat wasn't one to make the same mistake twice, so even if he did bring those girls along with him again, Scarecrow's gas probably wouldn't work anymore. Sure, his compassion for the girls could potentially be exploited, but Batman was smart. He might've already considered that. Combine that with the superpowers the girls had, and any advantage the villains had went down the drain.

Joker glanced at his watch. According to the plan he'd arranged, the second shift of thugs with their crates of chemicals should've been here by now. However, they were five minutes late.

"Jervis is really losing his touch," he complained as he walked down the long hallways of the chemical plant. Now he had to get those mentally incompetent servants of theirs back on track. Tonight was definitely not Joker's night. Just in case, he pulled another spray can of Joker venom out of his jacket. If nothing else, maybe he could use it on some of the thugs for fun. They were replaceable, after all.

Eventually, he reached the main storage room, and almost dropped the can in shock. The people were lying on the ground, clearly unconscious. The control chips sat next to their heads, having been stomped into oblivion. It didn't take a genius to draw the obvious conclusion.

Frantically, Joker whipped out the two-way radio and hurriedly changed the frequency, hoping he was close enough that the others could pick up his signal. But before he could push the button, a blur zipped by his face, and the radio was gone. It was like he blinked, and his hand was empty. He remembered the speedy girl at the warehouse.

"Alright, little missy," he growled, raising the can of Joker venom threateningly. "I know you're in here. You'd better come out, before I—" He didn't finish, as the can suddenly vanished from his grip as well.

"Or else you'll what?" came a voice. Joker turned to find the girl with the blue mask and the rainbow hair, holding both the radio and the can, smirking triumphantly.

"How'd you find this place?!" Joker demanded, clenching both fists, clearly infuriated.

"Hey, we're working with the world's greatest detective," replied Rainbow. "It wasn't hard to figure out."

"Then figure this out, Skittles!" Joker snarled, before reaching into his jacket. He hurled three more sharp playing cards, one after another.

Rainbow smiled. This really was too easy. To her, it was like the cards were going five miles per hour, as she reached out and plucked each of them out of the air, taking great care not to cut herself on the edges. Once she had all three cards out of the equation, she dashed over and delivered a quick punch to Joker's stomach. The Clown Prince of Crime was sent stumbling backwards, right into the grip of Batman.

"'Figure this out?' That's the best line you could come up with?" Rainbow said with a chuckle.

"His material was never Emmy worthy," added Batman, as he slipped a pair of cuffs on Joker's wrists.

Joker groaned. "Sending one of your new kids to take me out, Batsy? I thought we had something special!"

The remaining Rainbooms walked into the room. "We cleaned out all the brainwashed people," said Applejack. "They didn't manage to get away with any of this chemical junk. Still, it's kinda scary that they managed to enthrall that many people."

"We also called the police," added Twilight. "They'll be here in a few, so if we're gonna do any interrogating, we'd better do it now."

To everyone's surprise, Joker started cackling again. "Oh, that's precious! You honestly think you can get anything out of me?! You kids are greener than Pam's thumb!"

Batman punched the space on the wall next to Joker's head, missing by centimeters. He'd missed on purpose, of course. "You forgot about me, Joker."

"Oh, Batman, have more faith in me than that!" laughed the clown. "I know you better than Robin does. You won't do anything really nasty. And you won't even pull out your measure of the big guns while you've got your little cheerleading squad here."

Batman's expression didn't change, but internally, he winced. As much as he hated to admit it, Joker had a point. There were lines Batman couldn't cross, because there had to be. Not to mention the fact that he didn't want to show his darker side in front of the Rainbooms, something Joker had deduced from observation alone. He remembered the time he'd interrogated that one germaphobic thug the first time he'd encountered Clayface. Sure, it had been a bluff, but what would they think of him if they knew about that?

Before he could respond, Sunset Shimmer stepped forward, pulling one glove off. "We don't need your compliance to get anything out of you, clown." She reached for Joker's face.

"DON'T!" yelled Batman, realizing what she was up to.

But he was too late. Sunset touched one finger to Joker's chin, and her eyes flashed white. As soon as the light faded, however, she recoiled as though she'd been struck, and fell backwards onto her rear, sputtering all the way. Her hands shot to her hair, tangling themselves in her red and gold locks.

"Sun?!" exclaimed Twilight, barely remembering to use the codenames they'd come up with. She rushed to her friend, grabbing her by the shoulders as Sunset started dry heaving.

The Joker merely chuckled. "You really are just kids, aren't you?" he asked. "Just weren't ready for a little dip inside my brain. You should consider yourself lucky, though. I have to live in there twenty-four seven!" He threw back his head and laughed some more.

Batman ground his teeth in fury, grabbing the Joker by the collar and yanking the villain around to face him. He reared back with one fist, prepared to knock every tooth out of Joker's mouth, when one of Rarity's barriers stopped him.

"Stop! It's okay!" she insisted, pointing to Sunset. "She's getting better."

Batman looked. Indeed, it looked like Sunset was recovering. She'd stopped shaking, and had managed to avoid throwing up. Twilight kept her hands on her friend's shoulders, even as Sunset climbed to her feet.

"I'm okay...I'm okay," breathed the former unicorn. "Just...not gonna do that again." She stared at the Joker. "You're a sick man. You need more therapy than you could ever get in one lifetime."

"Well now you're just trying to flatter me!" laughed the clown.

"Well, now we need another way to get info out of this guy," said Pinkie. "Anybody got any ideas?"

"That may not be necessary," replied Sunset. "I could only get one word out, but maybe it'll mean something to you."

"What was it?" asked Batman.

"Arkham."

Batman's eyes widened. Joker's smile morphed into a frown.

Within ten minutes, the Gotham City PD arrived to arrest the Joker (as usual), as well as help out the formerly mind-controlled people. Most of them just needed a few minutes to rest after what was, understandably, a traumatic experience. They also woke up the unconscious employees. Outside of Crane Chemicals, Commissioner Gordon met Batman again. The Rainbooms, wanting to stay away from the law just in case, had retreated back to their tour bus.

"So Joker, Penguin, Mad Hatter, Scarecrow, and Croc?!" demanded Gordon. "Why couldn't it just have been one or two?!"

"I had the same thought," admitted Batman. "Still, at least Joker's out of the game. All that remains is to track down the others and get those weapons away from them."

"What's up with these weapons, anyway?" asked Gordon. "I heard about the fight down at that warehouse, but we didn't get any real details. Any idea what they are?"

Batman had to fight to avoid showing any change in facial expression. He hated lying to Jim about anything (except his secret identity, of course), but he knew if the Rainbooms were exposed to the GCPD, there would be a full-on investigation regarding who they were, as well as their powers. The girls might even end up with criminal records, and considering all the help they'd given him so far, they didn't deserve that. He supposed there was no other option than to reveal as little information as possible. Joker wouldn't reveal anything about the girls to the cops, and even if he did, everyone knew he was insane. Nobody would believe him.

"I have no clue as to how they work," he finally answered. Not technically a lie. "I am certain that they're dangerous. I need to find the others and get those weapons out of their grip, and fast."

"But where could they be?"

"Joker gave me one word: Arkham. I think they might be planning to break all the other super criminals out of the asylum and start a new crime wave."

"Whoa," Gordon breathed. "Every supervillain in Gotham on the loose at once?! That would take months to clean up!"

"Exactly. That's why I'm going there now. My best guess is that they'll be using the tunnels under the asylum to get inside. Remember how Crane once tried to taint Gotham's water supply with fear toxin from there?"

"All too well," Gordon replied with a groan. "Still, are you sure you can take them on your own? They gave you trouble once before."

"I don't have much of a choice, do I?" said Batman with a grin. "Besides, they'll never see me coming this time."

"If you say so."

Soon after Batman pulled his disappearing act on Gordon again (that never got old), he made his way back to where he'd parked the Batmobile. On the way, he received a call on the com link he'd installed in his cowl. He didn't have to answer to know who it was, but did so anyway.

"Master Bruce, I've finished plotting the route through Gotham's sewers to the water main beneath Arkham. The map is in the Batmobile computer. It should be relatively simple to get there," said Alfred.

"Thank you, Alfred," replied Batman. "Hopefully the girls can keep up with me."

"About that, Master Bruce." Alfred went silent for a moment, and Batman could easily imagine the expression on his face as he debated whether he should ask this question. "Are you certain they're up to this task? I saw what happened when Sunset Shimmer attempted to read the Joker's mind. They've never faced anything like this before."

"I understand where you're coming from, Alfred," said Batman. "I had my own reservations about them helping, as you know. But they need this, as much as I need to wear this mask. I trust them."

"If you say so, sir. Just be careful."

"When am I ever not careful?" asked Batman with a smile on his face.

"Shall I go alphabetically, or chronologically?"

Batman chuckled a bit before he ended the call. With the press of a button on his utility belt, he popped the roof to the Batmobile, and climbed into the driver's seat. He grabbed the two-way radio from the passenger's seat and called up the Rainbooms.

"Alright, girls, can you hear me?"

"Loud and clear, Batman," came Twilight's voice from the other side.

"We're going to the tunnels under Arkham Asylum, as discussed," replied Batman. "Remember, we'll need to be careful. The last time Scarecrow was there, he almost tainted all of Gotham's water with fear toxin."

"Ooh, that sounds really unpleasant," said Pinkie.

"Agreed." Batman pressed a few buttons on the Batmobile's computer. "I need you to follow my instructions carefully. Hopefully, we can get there before the criminals do and set up an ambush."

"Fire away, Bats," said Applejack.

Chapter Nine: The Battle of Arkham Caverns Part One

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!

Chapter Ten: The Battle of Arkham Caverns Part Two

Twilight's magic-draining device broke apart like glass under Killer Croc's grip. A shockwave of energy burst outwards from the machine, sending all seven Rainbooms and Batman onto their rears. The sphere of solid magic was released from inside, floating out of his grip. Croc stared in surprise at the orb, before his arms snapped to his sides, apparently against his will. The orb began to decrease in size, seemingly collapsing on itself, before a purple trail of light appeared where it once was. The light zipped around before flying into Croc's mouth and down his throat.

"Uh-oh," breathed Sunset. She knew exactly where this was going.

Croc screamed in pain, clutching at his neck, as white electricity began to crackle across his body. His sharp fangs began to length in his jaws, as his scales changed from gray to a sickly green color. His muscles began to bubble as they expanded outwards, and his entire body grew to a height of approximately thirteen feet. Spiny frills burst out of his upper back, and his pants were shredded to reveal a crocodile-like tail that expanded to six feet long. His eyes shifted into yellow, reptilian slits, and his fingernails morphed into massive claws. The entire cavern shook for the duration of Croc's transformation, and when it was finally over, he dropped back to the ground, landing on all fours with a thud.

Nobody moved, or rather, nobody could move for about ten seconds. Fluttershy and Pinkie trembled with nervousness, Twilight and Sunset could only catch short, quick breaths, and even Rainbow, Applejack, and Rarity were sweating in terror. Only Batman showed no outer signs of fear, merely raising his fists. Finally, Croc raised his head, looking around at the octet surrounding him.

"Croc?" Sunset whispered. "Are you in there?"

That was the trigger. Croc let out a bestial roar so loud it physically hurt to hear it, and lunged at Sunset. Even with his increased mass, he moved like lightning, reaching for the former unicorn with one head-sized claw. If Rainbow hadn't zoomed over to her and yanked her aside at the last second, he would've crushed her like a tin can.

After depositing Sunset next to Batman, Rainbow grabbed the remaining Rainbooms one by one, and put them all beside the Dark Knight. She also grabbed the three unconscious supervillains and placed them behind the door that led into Arkham Asylum. Then she rejoined the others.

"This isn't part of the plan!" exclaimed Twilight, clutching at her head with both hands. "Now what do we do?!"

"Well, at least he isn't tearing holes in the fabric of reality!" said Pinkie. At the glare Twilight shot her, she hastily added a "Sorry, Twilight!"

"Please tell me you know how to stop this!" Batman said, as he chucked three batarangs at Croc's back. The sharp weapons simply bounced off Croc's thick, scaly hide. He didn't even seem to notice, as he kept sniffing around, looking for the fresh meat that was now out of sight.

Sunset tensed her muscles. "We need to stop him," she said. "Like we stopped Gloriosa, Wallflower, and so many others. Full pony up, girls!"

The Rainbooms obeyed, in spite of their fear. Reaching up, they each touched their geodes, which began to glow pure white. Within seconds, the glow spread across everyone's entire body, and when it faded, the women were all wearing completely different outfits. Their ears transformed into horse ears, and migrated up to the tops of their heads. A length of hair was added to each of them, tied off to appear like a pony's tail. Even stranger, Rainbow, Fluttershy, and Twilight had all sprouted wings from their backs.

Batman's eyes widened. "Whoa," he breathed. He'd believed in their magic long before this, of course, but this was the next level.

"You jelly?" asked Rainbow Dash, grinning.

"Not now, Rainbow!" shouted Applejack.

The sounds of the Rainbooms' powering up drew Croc's attention. He could barely stand up to his full height in the caverns, but he still rounded on them surprisingly fast. Instinctively, Batman dropped a smoke pellet, obscuring him from view and giving him time to leap away. Croc paid him no heed, instead charging at the seven women with a roar. Applejack leaped into the air and punched him in the face, no longer holding back any of her strength. Unfortunately for her, Croc's scales had hardened considerably from the magic, and she hurt her hand on impact. Thankfully, his armor-like skin didn't fully protect him, and he tumbled back, landing on his butt.

However, Croc merely shook off the new pain, and leapt to his feet once more, facing down the Rainbooms. He slashed with his left claw, forcing Rarity to raise one of her barriers to intercept the attack, and though it saved everyone from getting sliced in half, the shield still cracked from the blow.

"Hm," Twilight pondered as Rarity hurriedly reinforced the shield before Croc could take another shot at it. "It looks like there is a limit to how much damage Rarity's barriers can take. Fascinating."

"Less egghead stuff, more fighting back, Twilight!" yelled Rainbow. She scooped up a rock from the cavern floor and pitched it at Croc's face, where it shattered on impact, the dust blinding Croc momentarily.

Twilight hurriedly raised her hands, engulfing Croc's descending hammer fist in her telekinetic aura. She intended to force his arm back up and make him punch himself in the face, but the Equestrian magic coursing through his veins fought against her own, making it harder than normal to move him. It took all her strength to keep his arm from smashing them.

"Hold him back, Twi!" shouted Applejack. She rushed behind Croc and grabbed his tail, while Rainbow zipped up to his legs and began pushing with all her might, legs still running at super speed. Together, they forced Croc to drop face-first into the ground with a heavy slam. Rainbow then grabbed Applejack and pulled her over to Croc's face, where they began attacking simultaneously from both directions.

However, Croc's thick scales came in again, and he shrugged off most of the damage. Propping himself up on both arms, he swiped out with his right. Though Rainbow was able to escape the damage, she didn't have time to save Applejack, who went flying and crashed into Twilight, Sunset, and Fluttershy, knocking them down like bowling pins.

"Girls, I hate to be the bearer of bad news," said Rarity, as she frantically shielded the fallen Rainbooms yet again, "but we're not making any progress here!"

"Can't we just light him up with the rainbow lasers?!" demanded Pinkie. She leaped over Croc's swinging tail, and threw a handful of exploding sprinkles into his thick hide. It had no effect.

"That takes a minute to set up!" Twilight reminded everyone. "We need some way to slow him down so he can't eat us while we're charging!"

As Croc turned to face Pinkie Pie, a rope with a batarang tied to it came flying out from behind him. It encircled Croc's neck, constricting his windpipe, though not by much. Behind him, Batman held the length of rope, pulling with every muscle in his body to keep Croc from attacking the party planner. Though Croc could've easily severed the rope with his claws, he clearly wasn't thinking like a human anymore, and he was left retching and trying to reach behind him. His tail threatened to smack Batman in the ribs with each powerful swing.

"Batman!" yelled Pinkie. She knew it was a matter of seconds before Croc simply turned around and tore the Dark Knight apart. Desperate, she popped the cap off the sprinkle bottle, and grabbed all the sprinkles remaining inside. Her aura flared pink as she charged up and hurled every last sprinkle into Croc's face, where they detonated with the force of a small pipe bomb. Croc screamed in pain and rage before falling onto all fours.

Rainbow zipped over to Batman. "You okay?" she asked. "You can't fight that thing, you don't have any powers! He'll shred you like confetti!"

"I can't stand by and do nothing while you fight!" Batman retorted. He yanked on the rope again, trying to cut off Croc's oxygen. "We'll wear him down together, then you light him up, like you said!"

Rainbow had to stop herself from fangirling over his dedication, but was quickly reminded of the gravity of their situation when Croc's tail slammed into the earth in front of them. The ground shook, and Rainbow and Batman were sent onto their backs, allowing Croc time to stand up once more. He rounded on the duo and howled, his teeth dripping with saliva, as he reached for them.

"Back off, you big, ugly lizard!" yelled Applejack. The farmer came flying towards Croc with her fist pointed outwards, propelled by Twilight's telekinetic powers, and punched him in the jaw, knocking out a tooth. Croc, naturally enraged by the development, turned to take a bite out of her, but Batman tossed a handful of smoke pellets into his face, blinding him yet again.

"We need to wear him down!" yelled Twilight, pulling Applejack back to her. She launched Applejack into Croc's stomach, where she punched with both fists, driving him to his knees. Rainbow and Fluttershy flew around his head, just out of reach, keeping his attention away from the others. Noticing that AJ's blows had left a small gap in Croc's scales, Batman produced another batarang, pressed a button in the center, and hurled it at the opening. The sharp edge sunk into Croc's flesh, and the device activated, sending an electrical current through his body. Croc yowled with fury while Applejack continued to punch his body, driving him lower and lower.

Suddenly, Croc stood up and roared, and from within his body came an invisible shockwave of pure magic. The Rainbooms, particularly the airborne ones, were sent flying, and crashed into the cavern floor. Batman fared no better, getting launched off his feet and crashing back-first through a stalagmite in his way. He shouted in pain before rolling onto his side, clutching at his ribs.

Killer Croc, having freed himself from the flies getting on his nerves, was now free to pick them off. He lumbered towards Batman, perhaps urged on by memories that were submerged beneath layers of magic and primal rage. The crime fighter, desperate, reached into his utility belt and produced one of his knock-out gas spheres, before chucking it at Croc. The ball burst against his chest, and Croc clearly breathed in some of the gas, but it didn't affect him. He reached for Batman with one massive claw.

"OH NO YOU DON'T!" shouted Rainbow. She zoomed over to the beast at supersonic speed, and began delivering rapid-fire punches to the back of his knee. Without Applejack's super strength, she wasn't doing much damage, but at least it diverted his attention. Croc swung one heavy fist backwards remarkably fast, and Rainbow only dodged by taking off with a flap of her wings. With him distracted, Fluttershy flew up to Croc's face, and grabbed his head.

"LISTEN HERE, YOU BIG MEANIE!" she yelled, giving him the full force of the Stare. "YOU MIGHT BE BIG AND STRONG AND SCARY, BUT YOU DO NOT TREAT MY FRIENDS THIS WAY! NOW CALM DOWN THIS INSTANT, OR SO HELP ME I'LL GIVE YOU SOMETHING TO CRY ABOUT!"

To Fluttershy's credit, it did have an effect. Croc's entire body froze in sheer shock, as though he couldn't believe what was happening. But that only lasted for a few seconds. His yellow eyes narrowed, and he began shaking his head back and forth, taking Fluttershy for a ride. She yelped as she struggled to maintain her grip, before being thrown off. If Pinkie hadn't jumped in to catch her, it would've been quite a painful impact.

"Why does the Stare never work when we really need it to?" Fluttershy whined from her position in Pinkie's arms.

"It was a good attempt," replied Pinkie. "He's just buried beneath animal rage and magic."

With Fluttershy out of the way, Killer Croc instead targeted Batman, bringing his fist down in a massive overhead smash. Batman dived aside just in time to avoid it, and responded with an explosive batarang to Croc's face, which did little damage, but kept the beast's attention on him. His tactics didn't escape the notice of Sunset Shimmer.

"Girls!" she shouted. "We have to do it now! Croc's not gonna be occupied for long!" The other six Rainbooms nodded eagerly.

Everyone's eyes glowed white as they began to charge their powers. They levitated into the air, and the six natives to the human world held out their hands. Spheres of solid magical energy gathered in their palms, each one shining a different color. Sky blue for Rainbow, blue for Rarity, pink for Pinkie, yellow for Fluttershy, orange for Applejack, and purple for Twilight.

Batman noticed them powering up out of the corner of his eye, but didn't lose his focus on Croc. He continued throwing every weapon in his utility belt at the monstrous reptile man, and dodging every blow by the skin of his teeth, until he reached down for another batarang, and found none left. Croc's hand shot outwards and snatched him up.

"Uh, girls?!" he called out. "Little help here?!"

"Don't worry, Batman!" came Sunset's voice, as she floated up, surrounded by a bright red aura. "Hold out for one more second...!"

The six human Rainbooms thrust their hands outwards, causing their energy spheres to morph into beams. The six colors came together on Sunset's back, and a pure white orb of power gathered between her palms. Sunset held the orb, then thrust both hands forwards, releasing all the collected energy. A harmonic rainbow of power shot forth, and began encircling Croc and Batman. Croc, sensing the danger, took a swipe at the kaleidoscope of light, but it had no effect. Batman swallowed nervously in Croc's grip.

"This is gonna hurt," he muttered.

Suddenly, the rainbow changed course and went under Croc's feet, before erupting like a geyser. Croc and Batman were bathed in a sea of colorful light, causing the beast to scream one more time. Batman noticed that, although Croc was clearly in pain, the rainbow didn't seem to harm him at all. In fact, he felt soothed, like the pain and weight he'd been carrying since he was a child had lessened just the slightest amount. He actually smiled a little, before Croc released his grip. Batman fell, but managed to land on his feet.

Killer Croc continued to roar with pain as the rainbow ravaged him. From inside his maw, streaks of purple light floated out and dissipated into the atmosphere. His entire body shrank back to its normal height, and his spines and tail actually retracted into his body. The color of his scales faded back to the normal gray color. When the blast of rainbow lasers faded away after a few seconds, Croc was back to his old self, and he pitched forwards, landing on his face, totally unconscious.

With their work done, the Rainbooms floated back down towards the floor, and their clothes and ears shifted back to what they'd been before. Their wings and tails vanished in pulses of white light as well.

"Well," Batman breathed, clutching his chest, "that was certainly...something."

"Yep," replied Sunset. "That's Equestrian harmony magic for you. It's never let us down before." She walked over to Croc and checked his pulse. "He'll be fine. Take it from someone who's been hit by the magic rainbow laser before, he'll be just fine. Might be dizzy for a day or two, but that should be it."

"Good," said Batman. "Will he remember any of this? He didn't seem to be at all in control of what he was doing. It'd be nice if this whole experience gave him a new perspective on life."

"It depends on the person. I remembered everything, but I took the magic on willingly. It might just be a really foggy memory. As for the whole evil nature thing..." Sunset looked down at her feet, remembering the Dazzlings. "Again, depends on the person. It might make him a better person, but it might not."

Batman sighed. "I supposed that was a little much to hope for." The octet heard a bunch of footsteps above their heads, inside Arkham Asylum. "That clatter probably attracted quite a bit of attention. You should probably get out of here before the police show up. I'll come up with some excuse for them."

Sunset nodded. "It's been a pleasure working with you, Batman."

Batman smiled again, before pulling out one more pair of cuffs, and putting them on Croc's wrists. He heard a banging on the access door to Arkham Asylum, and turned back around.

"Girls, you should..." He trailed off, discovering that the Rainbooms were gone. There was a faint, rainbow-colored trail of light leading out of the cavern, but it vanished quickly, leaving no sign they'd even been present. "So that's what that feels like."

Epilogue

"So you're absolutely sure there won't be any side effects to the city from all that magic being released?" asked Batman.

The crime fighter and the Rainbooms were perched on a rooftop in the middle of Gotham City. It had been a day since the battle beneath Arkham Asylum, and everyone had rested up. Once night had fallen once more, Batman contacted the Rainbooms, requesting they meet him one more time before heading out of town. The others had to convince Rainbow not to bring anything for him to sign.

"Oh, yes, one-hundred percent," replied Twilight. "We've cleared up tons of magic spills, as I like to call them, in Canterlot, and nothing's ever happened to the town. The magic simply disappates into the atmosphere, too thin to have any lasting effects. Though we should probably do something about the magic leaking into our world in the first place. We could've avoided all this trouble."

"Are you crazy?!" demanded Rainbow. "This team up was one of the greatest experiences of my life! There's no way I would ever turn this down. Or turn down a chance to do it again." She looked at Batman. "Can we, by the way? Can we, please?!"

Batman chuckled, something nobody expected to see in their lifetimes. "We'll see," he replied. "If you find yourself in Gotham for another case, be sure to contact me. We seem to make a good team."

"We will," said Sunset, as Applejack quietly pulled Rainbow away from Batman. "It probably won't happen, at least for a while. but if we need you, we'll call. And feel free to get in touch if you think there's more Equestrian magic in town." She rubbed her knuckles, which were still sore from punching. "Honestly, I don't think Gotham's really our scene. We can take down some supervillains, but I'd rather this not become a regular thing."

"I couldn't agree more," added Rarity. "While I enjoy the thrill of adventure as much as anyone, these late nights are not good for my designer career!"

Applejack rolled her eyes. "Ignore Miss Drama Queen," she told Batman. "Sure, we've all got lives outside of this, but we manage to balance things pretty well."

"Do your families all know about your chaotic duel lives?" asked Batman, curiously.

"Oh, yeah, definitely!" replied Pinkie. "Couldn't keep it a secret if we tried! Of course, we didn't tell them we were coming here, because even though we all turned eighteen, they never would've allowed it, but other than that, they know!"

"Must be nice to have a real work/life balance. To me, this job is everything."

"I get that," said Sunset. "By the way, did you feel anything when you got hit by the rainbow laser? I didn't think it would hurt you, since you aren't evil or anything, but we've never had it do that before."

Batman was quiet for a few moments. "There was no pain," he finally responded. "It was...calming, for lack of a better word. I felt like...the world wasn't so dark anymore, if only for a few seconds. It was something I've felt once since I was a child, but I didn't expect to feel again."

Sunset tilted her head. "When was the last time you had those feelings?"

Batman cast his gaze into the distance, looking at the moon shining down over Gotham. In his mind, he saw a tombstone with two names, in the middle of a thunderstorm. "I'd...rather not discuss that, if you don't mind."

"Okay," replied Sunset. She knew better than to push the issue. "I'm glad it made you feel a little better. Nobody deserves to stay in the darkness forever."

Batman turned back to face her. The ghost of a smile danced across his face. "Maybe, but this is the life I've chosen, and I'm at peace with that."

"How?" asked Sunset. She shivered, remembering the things she'd seen inside the Joker's mind. "I mean, we barely got a taste of what you go through every day, and it was a nightmare. How do you endure it?"

"Because I have to." There was an air of finality to those words. Sunset could tell she wouldn't get more out of him than that.

"It's a shame I can't throw you one of my super special Pinkie Pie parties!" said Pinkie, jolting Batman and Sunset out of their conversation. "But we'd kinda need to know who you are for that, and I'm guessing that's off the table."

"Although, if you were willing—" Rainbow began.

Rarity slapped her friend on the arm. "Rainbow Dash!" she exclaimed. "I can't believe you would be so ungrateful to him!"

"Okay, okay! I was just kidding!"

"It's probably for the best that you don't know," Batman continued. "If anybody knew that you were in on my secret identity, you'd never be fully safe again."

"Good point," agreed Twilight. "I mean, you have to have deduced that we can keep a secret, but we understand you're trying to protect us. Nothing wrong with that."

"Well, even if we never learn who you are," said Sunset, "last night may have been a pain, but I also kind of enjoyed working with you. I think it made us all tougher. Thanks for that."

Batman gave them one more smile. "You're welcome," he replied. "Take care of yourselves. It may not be Gotham, but it's a harsh world out there."

With those final words, he took out his grappling gun, pointed it at a nearby building, and fired. The claw-tipped line sank into the concrete easily, and the Dark Knight leaped off the building, swinging into the night. Soon, his shape was little more than a small form on the horizon, blotting out the moon.

"Oh my God, he's so cool..." breathed Rainbow. "Not as cool as me, of course, but he's friggin' awesome!"

Fluttershy laughed, before setting a hand on Rainbow's shoulder. "Come on, Dashie. We'd better start driving if we want to make it back to Canterlot before all our families get suspicious. Even if we are all eighteen, they'd find some way to ground us for this."

"Speak for yourselves," said Sunset. All the Rainbooms shared a healthy laugh at that.

Soon enough, they'd settled back onto the ground through a combination of Twilight and Rarity's powers. The tour bus, thankfully, hadn't been vandalized while they were gone, although perhaps all the criminals who saw it thought somebody beat them to it. The seven best friends all piled into the bus, with Applejack in the driver's seat once again.

"Who's ready for our road trip to come to an end?" asked the farmer, waving her hat in the air.

"Me!" chimed in Fluttershy. "It's been a long two days, and right now, I just wanna go home and rest up before we start college."

"I'm still shocked that all of us decided to stay in Canterlot, at least to start," added Sunset. "I thought for sure we'd be at least a little spread out across the country. Not that we couldn't have worked through that, of course. We'll always be friends. It's just unexpected."

"True," said Twilight. "I calculated the chances of us all going to the same college to be less than one percent. Still, like you said, it'll probably be brief. Some of us will end up transferring, some of us will probably decide to go to trade school, who knows?"

"Hey, look on the bright side!" said Rainbow. "This way, we can keep playing music together for a little longer! And we can keep raking in cash for our tuition through our website that Twilight whipped up!"

"Speaking of which, how's that going?" asked Pinkie. "We haven't checked it since we left for Gotham City."

Twilight, way ahead of her, began typing on her laptop. "Let's see," she announced. "We had a couple more people buy our latest single, a couple more recurring donations, and...whoa."

"'Whoa' what, darling?" asked Rarity. "Is that a good 'whoa,' or a bad 'whoa?'"

"Somebody made a pretty big donation last night. It's only a one-time thing, but...man, that's quite a few zeroes."

"Who was it?" asked Fluttershy. "Did they leave a name?"

"Yes. Bruce Wayne." Twilight blinked a couple of times. "Why do I know that name?"

"Maybe because of that?" said Rainbow, pointing out the window. The others (minus Applejack, who kept her eyes on the road) turned, discovering the massive skyscraper labeled "Wayne Tower" standing in the center of Gotham.

"Oh, the famous billionaire!" exclaimed Rarity, fanning herself with one hand. "But why would he donate to a bunch of barely adult pop musicians?"

"That's a good question," said Twilight. "He didn't leave a message or anything. Still, that amount's nothing to sneeze at!" She flipped her computer around, showing the others the screen. Everyone's eyebrows shot up.

"How much is it?" asked Applejack.

"Let's just say it's a lot," said Fluttershy. "Plus, he bought all our songs! Do you think maybe he heard about us while we were in Gotham?"

"Seems unlikely," replied Rainbow. "It's not like we went out in public or anything."

"Maybe he just likes our music?" said Pinkie.

While the girls continued to debate, a thought occurred to Sunset. She pulled out her phone, searching for images of Bruce Wayne. She pulled up a picture of him in a brown suit and studied his face carefully. She paid special attention to the lower half of his face, and his jaw.

Could it be...? she thought, then shook her head. Nah. That's impossible.

Author's Note

And so ends another story. Thank you for reading, and I look forward to reading all your comments.
Also, I probably should've put this in Chapter One, but better late than never.

Rest in peace, Kevin Conroy. You will always be the greatest Batman to me.