While Princess Twilight and the other two elements, Laughter and Honesty, were busy with Rox's venture to Sugarcube corner, Rainbow Dash was on her own mission. Find Rarity and Fluttershy, the last remaining Elements, as support for the group if, or rather when things get rough (Oh, and Starlight was a part of the equation too, Rainbow supposed). There was, however, one small issue at hoof...

"OH COME ON!

Rainbow Dash's hooves stretched her face into a frown of irritation and disappointment as she flopped backwards onto the ground in defeat. Raising an eyebrow, Starlight lifted the pegasus with her magic, putting her back on all fours. The two of them were currently standing at Carousel Boutique, a not-so-fortunate note hanging from its door that read:

"Out on a business trip to Manehattan. The store re-opens in a week's time!
Apologies and thank you for your generous patience!"

"Rarity!" Rainbow banged her head against the door, groaning loudly, "Of all the times to-"

"Rainbow, she told us about this a week ago" Starlight cut her off.

"Okay, but that doesn't explain where Fluttershy-"

"Rarity also said that Fluttershy is coming with her to promote her line since the newest fashion trend is centered around wildlife"

"But-"

"We can just teleport there" Starlight added, looking unimpressed.

"Why not fly?" Rainbow finally could finish one of her questions.

"Unless I grow wings, flying would mean that you would have to carry me. Do you?"

"Yeah, nah, too lazy" Rainbow admitted.

"Though so... Also, would it break your wings to listen to your friends talk about their passions for once?" Starlight intrigued.

"But fashion's... Eh..." Rainbow expression was hard to describe, something between surprise and cringe.

"That's not the point- Nevermind, let's just go, alright?"

With a nod form Rainbow, Starlight charged her horn for a quick moment given her talent for magic, unleashing a brilliant spark. Within a second, two ponies vanished from Ponyville's grounds.

It would seem like Fluttershy underestimated how big of a hit Rarity's new line will become. There was already a thick queue of ponies, dragons, yaks and many different creatures lining up to the Boutique's door. Her eyes darted from one individual to another, losing count of their growing number as well as her confidence in the process. Oh, the things she does for her friends...

"Everything alright, Fluttershy darling?" Rarity slowly trotted up to her animal-loving friend, growing more concerned with how pale her coat was becoming, "Don't pay attention to the customers, you're lucky you don't work the register..." She looked back at one of her assistants, shivering behind the counter. Poor thing will probably lose any sense of touch in their hooves after today.

"I-I'm fine, thank you Rarity..." Element of Kindness finally took her gaze off of the public outside, marching deeper inside alongside the fashionista, "As long as they don't overwhelm me with questions about our collaboration..."

"Your fears aside, darling!" The unicorn reassured her, "Your safety is my very top priority! ...maybe after the shop's decor..."

Failing to catch Rarity's whisper, Fluttershy's cheeks got their colors back as she smiled, "Thank you, you're a real friend" she said, giving her aforementioned friend a small hug, which the unicorn returned.

"Mhm... Now-!" the fashionista abruptly broke the embrace, causing Fluttershy to 'eep!', "It's high time this business started rolling!"

She gestured for her two other assistants to open the doors as Rarity cleared her throat for the welcoming speech about her (and Fluttershy's) brilliant designs!

"Ahem! Welcome everycreature, to Manehattan's exclusive preview of the newest line that shall hit every major Boutique in Equestria!" she started off short and simple, waiting for her captivated audience's 'ooh's and 'aah's to continue. Only, those cheers of wonder never came. Opening one of her eyes, Rarity scanned the empty interior of her business, the previous line of customers nowhere to be seen.

"Hmm? But... where is everypony?" she asked, making her way out of the building and looking both ways down the street. Still though, no creature or even a pony in sight, "What's going on?"

"Umm... maybe that?" Fluttershy said meekly, coming up from behind Rarity and pointing towards a vortex made out of black clouds that began forming high above even the Crystaller Building. The fashionista couldn't get a word in as a purple ligthing had struck from within the cloud, a few more following soon after the first one.

"What rubbish! Some storm is taking away MY clients?!" the fashionista worked too hard for today's release of her newest collection and she was having none of this, "And the air, why is it suddenly so heavy?"

"H-heavy? I haven't n-noticed, the thunder was m-much worse..." Fluttershy said, sitting on Rarity's back and hugging her for protection from the storm. At least now the unicorn knew it wasn't the air that was so heavy.

"Ahem, darling? Could you maybe...?"

"Oh?" the pegasus looked at how tightly she clinged to the mare's body, "Eep! S-sorry!" she apologized, getting back down onto her own legs.

The two Elements stared at the storm, unsure of what to do about it. There wasn't anything like that being forecast by the weather team, so could it be that it's anomalous? Well, the screams of terror from where the clouds loom certainly give that theory some merit.

"We can't just stand here, we have to, at the very least, check if everypony and creature is safe!" Rarity's voice changed to reflect her sudden determination.

"R-right... Yes, you're right!" Fluttershy too had found what was left of her courage as both of them took off through the maze-like streets of Manehattan.

Rewinding the clock a few minutes back, life was busy and full of hustle in the heart of Manehattan even at those early hours. Carriages ran through the crowds, the train was signaling its arrival at the Maneway Station and hooves, paws and claws were filling the streets with their cacophony of noise.

"Outrageous!" screamed Business Mane standing at the corner kiosk, "Those taxes are going to be the end of me!" his eyes were glued to the fresh issue of today's press, most importantly the economic section.

"Sir, either you pay for this or put it back, please" the salesmare tried to get to him from behind her counter.

"What? Can't a stallion read for free anymore?" the stallion huffed, irritated, "Oh, what is my beloved Equestria turning into!"

"Oh for princess's sake, move it already!" Busy Hustle yelled at him from behind, "Pay or make way for those who are willing to pay!"

"Why you-" a laud crack halted Business's retort, painting the sky in a violet flash. The ponies and other beings present had split themselves into two groups. Those that looked up at the abnormality in the sky, and those who had jobs to do with little time to spare for nonsense. The creatures who did look up, however, were greeted with a sky that grew grimmer by the second.

Just then, some of the clouds began separating from each other, forming a much more see-through trail of black smoke that descended to the ground. More eagle-eyed creatures such a a few present drakes and dragons could make out something, a vague silhouette within the mass of dark smog.

Oddly enough, the smoke seemed alive, looking over the surrounding area like a living being until it spotted Catering Cook, one of the finest restaurants to grace the metropolitan city. The cloud stiffened before firing itself towards the establishment at breakneck speed.

Marely a moment had passed before a bolt of odd colored lightning struck the restaurant, bringing it to the ground as a low voice made its dissatisfaction present, "Not good enough!"

One by one, the black wave of smoke tracked down every dinner present in the surrounding area, bringing down electricity and destruction upon each one while the voice continued to raise in anger, "Utterly! Damn! Essenceless! RAAAAAGH!"

"Alrigh ya filthy smog!" a mighty voice tore through the collection of panicked screams and fleeing hooves, "You shall stop this maniacal rampage!"

The raging smoke did indeed cease its destruction, whipping its upper half at the imposing figure of a stallion whose voice just echoed. There, fresh out of the spy, pickles still on his eyes and a towel around his behind, stood Rockhoof. With a 'pardon' and a quick payment to the mares that treated him, the pillar of Equestria got into a proper stance, narrowing his gaze at the perpetrator.

"So ya understand me, misty creature?" he asked in a stern voice, "Then speak, why are you a nuisance to us today?!"

"Can't a tyrant expect a decent meal?" the voice answered.

"What?" Rockhoof was puzzled, "Tyrant? Who are ya? You're black and slippery but you're no Sombra" he tried to deduce.

"I'm not a damn hat, you insolent stud!" thunder rumbled within the clouds above.

"So cease your attack!"

"Buck me, hay-for-brains"

Rockhoof readied himself, pulling out his trusty shovel (don't ask where he keeps it). The cloud formed an opening, bearing resemblance to a wicked grin. The pillar was about to charge, going as far as taking a step forward when a realization hit him.

"No, wait" he set his tool to a side, sitting on his rump and crossing his hindlegs, "I've studied the art of mediation and mind. I will not let ya aggravate me..." he closed his eyes and hummed faintly.

"What?" the voice asked, baffled, "What are you doing? Stop crossing your legs, horses aren't suppose to do that. It looks uncomfortable, ew"

The few ponies that stayed behind to watch in hopes of seeing an epic battle were confused to say the least. Joining the small crowd were the two Elements, Generosity and Kindness. The sight of a living cluster of smoke and Rockhoof just sitting there, staring at each other was peculiar to all.

"What exactly am I seeing here?" Rarity hoped for an answer.

"I think... They're mediating?" Fluttershy took her guess.

"They were suppose to fight a second ago..." a tall drake nearby explained, bending down to their level.

"Is that true, Rockhoof darling?" Rarity shouted through the crowd.

"Aye!" the stallion in question replied, "However, I will not be tempted by an enemy that I cannot beat..."

"Why not?

"Do ya see him, miss Rarity?" he pointed at his adversary, "This fiend is nothing but smoke. I can't do much now, ey?"

"You can't" the smog's voice agreed, "But I sure can!" its voice rose with excitement, a bolt of lightning firing at the two Elements.

"WAAA-HA-HAAAAA?!" Rarity screamed at the upcoming sight, Fluttershy adding a high-pitched 'Eep!'.

"Neigh!" Rockhoof broke his concentration, taking a massive leap and blocking the lighting's path-

*KA-CRACK!*

To everycreature's shock, Rockhoof's shovel and mighty form proved to be a firm but not well-grounded shield as his form began flying towards the far-off mountains.

"Bahaha!" the voice laughed, "Home run, babe!"

"R-rockhoof?!" Fluttershy yelled out in shock.

Rarity had seen enough. Turning in the cloud's direction, she began her march, hooves hitting the ground with furious steps.

"Now you listen here, mister" she got up and personal to the shrouded being, "Wrecking havoc in Manehattan is one thing, canceling the debut of MY newest collection is another" she got closer and closer, causing the smoke to begin leaning backwards, "But I will not tolerate you hurting a gentlecolt like Rockhoof before my very eyes, you uncultured ruffian!"

"One pony less to deal with, who cares?" the being had the audacity to speak back.

"OH, I do, and you will pay me dearly if you do NOT come to your senses in the next few seconds!" she pressed harder, "Do I make myself CLEAR?!"

"Pfft, no fun to be had with you!" the clouds above disappeared, the sun shinning its magnificent rays once again. The wave of smoke began to clear, a tall figure rising up from it, odd runes and engravings on its armor beginning to lose their glow. Rarity's gaze did not falter one bit, keeping a stern look.

"Honestly, learn to live a little" the giant shook his head.

"Don't even start, you-"

"Why did you do all that?" Fluttershy's voice caught both their attention. It was surprisingly clear and confident by the pegasus's standards.

The figure's red dots for eyes blinked, taken off guard, "Oh, you mean me? Ahem!" he readjusted the metal collar underneath his helmet, "I'm here to claim all of ponykind's food made with heart and passion! Although I can't really call anything here and of the two... It's all so bland and essenceless..."

"You've destroyed all those businesses because you didn't like their food?" the yellow mare couldn't believe it.

"You rusty-gathering simpleton!" Rarity shouted in great offense.

"What, gonna do something about it?" he mocked.

"Yeah, stop you, that's what!" a new voice joined in, familiar both to the two mares and the giant.

Turning his head to the side, the iron being groaned, spotting two more ponies standing on the rooftop of a nearby building, "You again, prism? You're like a damn thorn..."

"Yeah, that's right!" Rainbow Dash shouted with confidence, the sun giving new colors to her vibrant mane, "And this time, I got an ultimate weapon!"

There was a moment of silence between those present. Rainbow looked to her side and poked Starlight with her wing, "I meant you, Ms. Magic" she deadpanned.

"What? Me?!" she looked down at Rox standing underneath them with his arms crossed, "What am I suppose to do? You told me even Twilight couldn't do anything!"

"Well, she never DID try to actually beat him up so..."

"You want to beat me up?" Rox cracked his knuckles.

"N-no, not at all!" Starlight gave the giant the biggest and most innocent smile she could muster at the moment.

"Really?" Rainbow shook her head, "Lame!"

"No, no, no, come on!" the tyrant gestured to the unicorn to come down from her spot, "I can fight. Heck, I WILL fight!"

"No, no, really, it was a communication mistake-" Starlight pleaded in cold sweat.

"Nah nah nah! I'm coming up there, horsey!" With his engravings shinning again, he began turning into a cloud of smoke, quickly rising to the top of the building as the sky grew darker once more.

"Wait, no!" the former villainess turned to the wonderbolt, panic evident in her eyes, "I'm getting out of here, no way I'm staying!"

"What? You can't do that!" Dash forbade her, "We just got here! A-and what about me?!"

"Should've thought about that before you provoked this guy!"

"You're the one who didn't play along with my act!"

"Because it was dumb!"

"HEEEEEEERE'S ROXXY!" the giant's helmet appeared inches away from them, peeking out from a crack in the wall of clouds.

The two ponies stopped throwing blame to instead hug eachother tightly for protection and screamed,

"AAAAAAAAAAAAAHHH!"

Author's Note

If this chapter seems chaotic... yes, absolutely!
I sometimes fear of mischaracterizing certain characters (in this case mostly Starlight).
Is it an issue for you or are you interested when author's interpretations of characters deviate a bit form the original potrayals?

Oh, and as always, thank you for reading!