As Sonic, Spear, and Rainbow dash appeared through the wrap ring from Green Hill to to golden oak library. Rainbow was shocked at not only the state of the library, but the ponyville looked the same. Pure white and lifeless.

Sonic looked at Rainbow dash and said, "Don't worry. We'll find a way to reverse everything and return your world to normal. We promise."

As all three of them agreed, the color of the library started to return. The books had their color back, the tree alive again, and the whole place seemed to spring back to life! Spear then said, "It looks like we somehow triggered something to revert all the color back to normal. But I'm at a lost on how we did that."

At the same time, Rainbow dash saw a glow from the statues and called Sonic and Spear over to see what was going on. The two statues glowed as they revealed that they were back to normal.

Tails was the first one to start moving, checking to see if anything was missing before saying "Thanks Sonic and Spear." I thought I was dead! Floating around without a body in limbo. *shivers* I'm gonna have nightmares for weeks." "Yeah, tell me about it. That was freaky. That's for the save Rainbow." Twilight said, fixing her mane a bit.

The two of them then turned to see each other, stared for a few seconds, and then said, "Sonic..." "Rainbow..." The both of them said at the same time."WHAT IS GOING ON HERE!?"

Spear, having his ears blown off, then said "Ok ok I think explanations are in order!" Tails and Twilight then turned to Spear as they began to get caught up in the recent events that had transgress.

30 minutes later

"So, let me get this straight." Twilight, after being introduced to Sonic and Tails, began to process what had happened since they were kidnapped and petrified. "Whatever attacked us in the park, also attacked you guys in your world, and now we're all in this white world of nothingness?" Spear replied."That's about the size of it, yes."

Twilight nodded but then noticed something... or lack of someone. "Spear? Have you seen Spike? I-I don't see him anywhere."

Spear closed his eyes and turned from Twilight's face. He had dreaded this moment. He knew how she and Spike were close to each other, so having to break the news to her was... harder than it looked. "Look, Twilight..."

Twilight became pale. She saw the serious expression on his face. He NEVER showed that face unless things were dire or if scootaloo was in danger. She looked at him with pleading eyes and said, "PLEASE tell me Spike is ok!"

Spear then felt his heart sank as he looked into Twilight's eyes. She looked like she was gonna break down. But he had no choice and said, "Twilight, we... haven't found him yet. We were lucky to find you and Tails just now."

Twilight's heart sank. Not knowing the fate of Spike was more terrifying than knowing what happened. She started to have tears and asked, "Is there anything you have to go on?"

Spear then said, "Well, if he's in the same state as you, then he'll be ok. I know he will be fine."

Twilight then smiled a bit, hoping that Spike would be ok when they found him as Spear hugged her in comfort.

Meanwhile, Sonic and Tails were discussing the events of what just happened when Spear and the ponys returned to the main floor. "Tails, did Green Hill look kinda different to you? It didn't look the same like last time."

Tails looked through the portal, surprised that it didn't close after the color was returned to the library. It must be permanent until the big mess is dealt with. "Maybe. But we're no where near south island. And it seemed like the color and life was sucked dry out of this place till a few minute ago. Totally strange, huh?"

Sonic then nonchalantly said, "No stranger then rescuing genies from magic books or saving aliens from interstellar amusement parks. I'm just concerned about rescuing our friends."

Spear just rolled his eyes at Sonic, knowing he's getting overconfident again. While Twilight and Rainbow dash looked confused with Twilight saying "Your not at all concerned about WHAT just happened?"

Sonic then said, "Well yeah, I AM concerned. But there's no sense in sweating the small stuff, right? At least we know that the effects are reversible now, right? Plus, we deal with this kind of stuff almost every week. I'm sure you two had some adventures of your own before this, right?"

Rainbow and Twilight both nodded in agreement. The two of them, with Spike and the others, have had some experience in adventuring under their belts.

Spear then gave Sonic a concerned look and said, "Well, while that IS true sonic,we only found Twilight and Tails in this portal by chance and ran into Rainbow dash by Coincidence. But how are gonna track down all these portals now?"

As Sonic, Tails, and Spear discussed their options on how to find the portals, Twilight's mind was mainly focused on Spike. She wanted to make sure he was ok. The terrified look he had as he was sucked in the portal still haunted her when she closed her eyes. Rainbow saw this and said, "It's ok, Twi. We'll find him. Don't worry, maybe you can use a spell to summon him here?"

Twilight then shook her head and said, "Not without knowing where he exactly is. However..." She then started to concentrate her magic when Sonic, Tails ,and Spear looked at Twilight. The two new mobiuns were confused about what Twilight was doing, while Spear shot a smirk. Knowing what she was trying to pull.

Her horn then displayed an arrow on her horn and said, "It worked! I can track Spike down with this tracking spell! Hopefully, he'll be ok!"

Spear walked up to Twilight and said, "Well, now we got a lead on where to find Spike now. Good job Twi!"

Twilight smilled at Spear, proud that her spell was working. "OK, let's start tracking." Twilight then ran off out of the library with the others close in hand. Tails then asked "how is she doing that?"

Spear then explained while running "It's a tracking spell. But not just any tracking spell. It's a special spell she made for Tracking Spike if he ever got lost again."

Tails had a concerned look on his face and said "Agian? What happened?"

Spear then just said "it's a long story. But it did have a happy ending at least."

They all followed Twilight to the mayor's office of all places. They continued to follow Twilight though the office to the top floor and found the mayor...at least her temporal frozen state.

They began to look around for anything when Twilight began to panic and say "Argh! I don't get it! The tracking spell said he SHOULD be here! Why did it-"

Surprisingly, Rainbow when to calm her down and said "Whoa, calm down Twi. I know you were banking on the tracking spell to find Spike, but maybe there's something here that can let us to where he is?"

Sonic then had a idea. It was a bit of a risk but..." Hey Spear? Remember how we opened the portal back in the library?"

Spear had caught on to what he was saying, and thought it was crazy. But it was their only chance to open a portal to find Spike. "Yeah...but do you think it'll work again?"

Sonic then looked at everyone and said "one way to find out right?" Spear then nodded and replied "set the scene and the music will follow."

Twilight then saw Sonic and Spear seemingly like they were planning something. She then had a frustrated look on her face thinking 'How can those two be planning something in a time like this?! Spike could be in mortal danger and they want to have fun!?'

Before she could give them a lecture, Sonic then told her "look, I know you two are going though alot right now. I don't know what adventures you and your friends have been on, and all of this my be a shock to you guys. But trust me when I say, everything will be ok."

Twilight then sadly walked up to Sonic thinking 'after hear all of that, how CAN we go on?!' "Sonic, your right. We HAVE been on adventures before. But nothing like this. This seems impossible to fix. What can we do?!"

Rainbow dash hated to admit it. But Twilight was right. They've never delt with anything close to this before. She thought thay maybe they were over there heads.

Sonic then said, "Anyone can be ready if they put their mind to it. It takes two things to help you through something. Believe in yourself...and your friends. I wouldn't have gotten this far without then and they'll always have room...to fly with me!"

Twilight and Rainbow dash heard music starting up, knowing what was gonna happen. While Tails didn't know how this was happening. But decided to go with it say Sonic began to sing.
I could say a hundred things And replay it a hundred times, but I got so much more belief in you inside! They can break a hundred things That would change a hundred lives But I got so much more belief that you'll survive! Rainbow dash started to feel the music inside her, inspired her to join in. And when all is said and done, We unite and fight as one. And if life becomes undone, We can face it all!

They both began to sing in sync.
Chasing the light, together we'll make it! We got a chance and together we'll take it! And all through the night I'll ignite like a light out for you Keep up the pace, it's gotta be there Against every odd, we’ll make it, I swear Aw, yeah - it's where I'm meant to be We're diving into the sky, so just fly with me!

Tails started to feel the music snag him as well as he decided to join, too, with Spear as backup.

Can’t believe I spent forever Just waiting by Watching every night go by when I have seen it a hundred times But by now I know That you’ll survive it! And when all is said and done We’ll fly by and reach the sun In the end we’ve always won **Always won**

Twilight was wondering how Spear and especially Sonic were doing this. Their song was filling her with a newfound confidence she hadn't felt since the day she and Her friends faced off against Discord after reminding each other of their friendship. She couldn't hold it in anymore. She wanted to join in as they sang so badly! She ran in between Spear and Sonic and sang,

Chasing the light, together we'll make it! We got a chance and together we'll take it! And all through the night, I'll ignite like a light out for you! they all began to sing in unity singing, Keep up the pace, it's gotta be there Against every odd, we’ll make it, I swear Aw, yeah - it's where I'm meant to be! We're diving into, diving into,diving into the sky, so just fly with meeeeee!!!

As the song died down, Twilight resolve became clearer then ever. While she hoped that Spike was ok, She needed to stop focusing on the what if's and focus on saving him and their friends. She knew she had to thank Spear for helping her remain her, but who she was more curious about was Soinc. How can be so upbeat yet so inspiring to rise their Spirits from their own self doubt? He seemed like a true friend, and she wanted to get to know him more.

Suddenly, electricity sounded from behind them as the portal opened, Sonic and Spear fist bumped, Twilight and Rainbow dash were confused, and Tails was curious about HOW the portal was activated. He then said "You two knew this would happen, didn't you?"

Spear made a cocky smile and said "Maaaybe. But hey, it was Sonic's idea to try again, and it paid off! Now we can head in to see if any of our friends are inside."

As both Spear and Sonic jumped into the portal followed by Tails, Rainbow dash, and a nervous Twilight as they jumped into the unknown.

As they all landed on a roof top, they could smell a disgusting smell almost immediately. Twilight and Rainbow dash reacted rather horribly due to the pollution of the air as the coughed and gagged Cas of the smoke. Sonic, Tails, and Spear while not liking the pollution as well, were used to it by now. Given how many times they broke into Eggman's bases and had a similar smell. Twilight then casted air purely bubbles around all of them to breathe better in this environment.

Rainbow, after getting a good amount of clean air then Said "What was all that about?! The air here is so bad I felt like I was gonna puke! Nothing like the last place we were at!"

The three mobiun heroes began to wonder with one of the doctors bases this was when Twilight began to asked "THIS is how your world is?! How can it even survive like this?! I can't even see the sun with all the smog in the sky!"

Sonic was quick to dismiss that comment and said "no, it's not what our world looks like. But to someone else, it's probably a ideal world."

Rainbow dash looked at the sky, then started to get mad and said "Whoever thinks a world like this is livable is seriously a messed up fruit loop!" Twilight would normally calm down Rainbow dash about thinking like that, but this time, she had to agree. A world like this is so horrible, so restricted, so poisonous, that anypony could feel like they would lose their free will if they stayed long enough.

Spear then decided to break the mood by saying, "OK guys, let's explore this place and see if we can find any of our friends."

Tails then stopped him and asked "Do you think we should split up into teams? You know, at least have one of us be with Twilight and Rainbow dash so they can be kept an eye on here?"

Rainbow dash felt offended and said "What?! I don't need a foal sitter! I'm Rainbow dash! I'm the fastest Pegasus in all of equestria! I don't need-"

Spear then interrupted her and said "Can you handle huge stream powered Pistons,molten lava, and deadly badniks around every corner? Or have two just as fast hedgehogs be your guides and keep you and your ego out of danger...again."

Rainbow frowned at Spear's smirk. Knowing that he knew about Rainbow's cocky attitude and knew that he was gonna follow her anyway. So she begrudgingly said "Fine. I'll stick with you and Sonic."

Spear smiled as he was glad that Rainbow dash finally listened to reason and said "Alright then. Tails, you keep an eye on Twilight ok?"

Twilighy then began to wonder about something, saying "Hold on a moment. If Tails can't run as fast as you guys and can't use magic like me, how can he-"

Tails integrated a moment to answer her concerns. "Well I actually CAN keep up with you guys AND help Twilight navigate through here."

Rainbow dash, who didn't look confident of the little yellow fox then said "Twilight's kinda right kid. I don't think she can protect you and carry you at the same time."

Spear and Sonic than looked at each other with confused looks and them back at Rainbow dash. Sonic then replied to Rainbow's statement. "What are you talking R.D? Tails doesn't need a ride OR protection."

Spear then claimed in as well and said "Yeah, I believe Tails was with us the last time we came here, and Tails may not look like it, but he can be very formidable. He can handle 50 badniks single handed if he wanted!"

Tails blushed in embarrassment. Knowing that his older brothers are hyping him up more then necessary. 'Come on guys, not again. Don't embarrass me infront of our new friends.'

Rainbow looked confused, not knowing how to process this, 'THIS little guy can handle THAT many badniks? But...I'll admit it, some of them MIGHT be tricky to deal with. I expected Spear And Sonic could handle them easy. But THIS kid?! How?!'

Twilight however, was confused. She didn't know what they were referring to. "Badnik? What's a badnik? Are they dangerous?"

Spear then decided to give a quick explanation of badniks to get Twilight up to speed. "Well basically, badniks are evil robots that are created by Dr ivo robotnik, Aka Dr eggman, and their purpose is to try and destroy us and help the doctor take over the world. Unfortunately for eggman, his badniks can never even come close to beating us!"

Twilight had a bewildered look on her face. She had NEVER seen Spear acting so cocky and nonchalant about a problem before. Confident? Yes. But cocky? This was something totally new for her.

Sonic then decided to jump back in and say, "Well, there are some things that only Tails can do. So no one's alone or singled out. Show them little buddy!"

Tails understood what Sonic meant and began to spin his two tails getting airborne. Rainbow dash and Twilight stood there in awe, faces gasping. They never expected him to be able to have the power of flight, especially without wings.

Spear then asked "Impressive, isn't it? Tails can fly by Spinning his tails around super fast. And he can whip them around so fast for an attack that can disable badniks. Course, Tails is more of a genius then fighter, but when the chips are down, he can bash badniks with the best of us!"

Twilight was more then impressed by Tails capabilities for someone so young. She reminded she of herself when she was younger, surprising other ponys with her magic potential.

Spear then said "Ok! So me, sonic, and Rainbow dash can scoot the city itself since we can cover more ground, and Tails, you can Twilight can cover Eggmans main factory. We'll all meet in the factory loading dock in an hour, deal?"

Sonic ,Tails, Twilight, and Rainbow dash(now broke off from her shocked expression) nodded and Sonic and Spear LITTERLY jumped off the Building and ran the side of it down with Rainbow dash close behind. Twilight knew that this was gonna be a interesting adventure as She and Tails began to investigate the inner factory.

As Tails guided Twilight safely though the factory levels, he started to get a sense of dèja vu. Especially when he noticed the local badniks that spotted them. Slicers,asterons,and shellcrackers!

These badniks were definitely more dangerous then the green hill badniks, but not as dangerous as future badniks and especially super badniks they fought before.

Twilight on the other hoof, was surprised by the appearance of the badniks. She was informed of them a bit from Rainbow dash about them but she wasn't expecting to look this ridiculous. If she wore to have a army to take over the world (not that she would, but has have fantasies of doing it from time to time) she would make them intimidating and cool rather then goofy and ridiculous.

The badniks may look silly, but their power was the real deal. Shellcracker launched a powerful claw attack at them, but Tails moves them out of the way and the claw hit the wall.

Twilight was shocked by the amount of power it had. She had to admit, she wasn't use to fight for her life. Or fighting in general. With all the peace that equestria had for centuries, their wasn't a need to fight or practice any form of combat or any offensive spells. Other then her standard levitation spell, she was defenseless.

Tails however, was ready for badniks. He spin dashed into shellcracker while it was unarmed and made quick work of the badnik bunch with ease with tail swipes and spin attacks. "That should take care of them. Maybe I can salvage parts to bulid 'it'."

Twilight was left in awe by the display, thinking 'W-what was that?! I thought Tails was the peaceful type and was gonna to talk them down. How did-"

Twilight them remembered what Spear and Sonic were talking about, "Tails may not look like it, but he can be very formidable. He can handle 50 badniks single handed if he wanted!" 'So Tails can fight AND be peaceful to others? And yet...I can't even defend myself when it matters...what dose that make me?'

As Twilight began to look at Tails, who was digging around in the scraps of the badniks leaf behind in Tails battle. "What are you looking for Tails?"

Tails replied while still looking "I'm looking for parts in these old badnik models. They may be old, but their parts are still high tech. I might be able to build something with them."

Twilight cocked her to the side and said "Build what exactly Tails?"

Tails gave a smirk and said "You'll have to wait and see~" in a sing song teasing tone. Wanting it to be a surprise for later.

While Tails was looking though the wreckage for parts he can use, Twilight decides to ask him a question that's been in her mind since Tails trashed the badnik bunch. "Tails..."
He looked at Twilight as she asked "How...can you be so peaceful, yet know how to fight? Doesn't it feel wrong to hurt something?"

Tails gave a smile and said "Well, it's not like I fight to just hurt people for no reason, I fight to protect everyone, especially those we care about." Twilight stared in awe as Tails continued to say "while I rather use my smarts to save the day instead, I've learned that sometimes fighting is the only way. Even Sonic and Spear try to give their opponents a chance to surrender and give up their plans before engaging them in combat. Just because we can fight, we're not mindless.
Sometimes the only way is solve a problem is to fight, that's what dealing with eggman all this time has Taught me."

Twilight then looked to the ground in thought. All this time, Celestia taught her that fighting wasn't the answer to problems. But Spear, Sonic, and even somepony- err someONE as young as Tails has given her food for thought and decided to think about and ask Spear about this. After finding everything he was looking for, they after to the loading dock to wait for the others.

Meanwhile, outside in the city, Sonic, Spear, and Rainbow dash were racing though the city. Searching for any clues about the mysterious entity that cased this while mess to happen. But apparently, there's no clue about what happened in the city. Or any sign of there friends in the city. So they all decided to head back to the facility and meet Tails and Twilight and the loading deck.

As Spear and Sonic began to run, it eventually turned back into their battle race from back in green hill. They ran though the city sparing and trashing badniks quickly while making their way though. Rainbow was shocked by the display here. Flight combat was something that she hasn't been the best at since she wanted to respect Twilight's 'no violence' rule. But after seeing their brawl she wanted to take a chance and try to convince Twilight to help her train the two of them and their friends to help protect equestria from those who didn't want friendship.

Meanwhile, while Rainbow dash was thinking about what she would tell Twilight, Sonic and Spear were talking about something. Spear then asked "Well? What do you think? Is this worth a try?" Sonic thought about their conversation and said "hmmm...sure, if they want to that is. Remember, you can't force these kinds of things right?" Spear sighed and said "Yeah, your right. I just hope they consider this."

Rainbow dash notices their conversation and asked "What are you guys talking about?" Spear then said "You'll just have to wait and see~" in a teasing sing song tone similar to Tails.

The three of them then raced through the factory as they dodged the steam pistons, wrapped through the pipes, and hopped on platforms in molten lava. Rainbow dash hovered in the air as she saw them do all of this and though 'Wow, and I thought the stunds I do are extreme. Their doing all of this like it's nothing!' She then continued following them as they continued through the factory.

After getting to the loading deck, Tails and Twilight spotted Sonic,Spear, and Rainbow dash and shouted "Sonic! Everyone!" They noticed the two brained buddies and began to discuss their findings. "This is definitely the metropolis zone. But we're not remotely near west side island. Did that monster do all this?"

Spear then looked around at the factory and said "It's possible. But look around, everything looks brand new. I thought this place would have some wear and tear after our first visit here."

Sonic then shook his head and said "We'll figure it out as we go along. Right now, let's focus on finding our friends." Tails and Spear nodded, knowing Sonic had the right idea.

After that discussion, Twilight then noticed a giant metal sphere by a deck and said "Hey guys? What's that over there?"

Spear then remembered what it was and said "That's a capture pod! It's where Eggman would put all the captured animals, but we always push the button and release all the animals before there turned into robots."

Twilight's eye Twitched and said "He would turn animals...into robot servants and soldiers?! How can he be so crual?!"

Spear then sighed and said "he's been at this for years. I guess he's used to it at this point. But with his more advanced robots, he uses more complex energy sources to power them. But for his basic badniks, he still uses animals to power them."

Rainbow stood next to Twilight ticked off, and said "If I ever see him, I'm gonna buck that guy in the face! How dare he do something to horrible!"

Spear then chuckled and looked at the pod and said "Where did this one come from anyway? I thought we already opened one up here the last time we stormed the factory?"

Sonic then replied, saying "Maybe this one is recent? Either way, I'll open it and see what's inside." Sonic then jumped on the giant button on top, pressed it, and opened it open to revel... Two of there friends as petrified statues!

Twilight yelled in a panic "SPIKE!!!" she, Rainbow dash and Spear ran to him as she said "Spike! Spike can you hear me?!" Sonic placed a hand on her shoulder and said,"Don't worry, once we get him back to ponyville, I'm sure he'll be back to normal in no time."

Twilight then nodded, still having tears in her eyes and said "Ok... I trust you Sonic." Spear then looked inside a bit more and found someone else inside too. "*Gasp* Amy!"

Spear then reached in and grabbed her and leaped out and said "looks like that's all there is here. Tails? Think you can wrap ring us back to town hall?"

Tails nodded and used the wrap ring and made a portal back to ponyville. As Sonic carried Amy through the portal and Twilight carried Spike, Spear and Tails crossed over as well.

Before Rainbow dash crossed over However, She looked behind her and said "Whoever thought This place was a good idea needs a swift kick in the head." She walked though and the portal closed.

Author's Note

And that was part 3. Sorry it took longer then necessary to finish, but I think it came out great! See you for part four!