A Dark Knight for Equestria

by Onomonopia

Rating: everyone
Tags: Scootaloo, Princess Celestia, Crossover, Batman, Human, Main 6, Trixie, My Little Pony: Friendship is Magic, Dark, Comedy, Other, Adventure
Length: 102986

The Dark Knight descends upon Equestria

In Equestria, everypony views heroes as stories for fillies and not to be taken seriously. However, in another reality, heroes do exist. When a dimensional transport portal goes awry, a certain vigilante finds himself in a colorful land full of ponies. And he isn't happy. Will Batman have to fight his way out of Equestria? Or can even the most dark hearts find peace?

Batman will be based off the arkham city batman universe with a few villians thrown in.
other heroes will be mentioned or have a minor role.

I OWN NOTHING.

Please comment and/or critque

Published 2012-10-29 02:40:01 UTC
Last updated 2013-01-08 15:51:04 UTC

Fire in the Night

Canterlot, Royal Sister’s Chamber.

In the royal halls of Canterlot, a certain white alicorn walked down the hallway to her sister’s room. She was Princess Celestia, the ruler of Equestria, as well as the princess that controlled the sun. The reason she was on her way to her sister’s chamber is that the moon had still not begun its descent, even though it was morning. Reaching the doors to Luna's room, Celestia wondered why her sister left the moon up. Taking a deep breath, she opened the doors.

"Luna, why is the moon still in the sky?" asked Celestia, walking into the room, "It is time for the sun--LUNA!"

Luna, Celestia's sister, the one who raised and lowered the moon, was on the floor writhing in pain. Celestia was quickly at her sister’s side, not sure what to do. Luna's eyes were closed, she was covered in sweat and her horn was glowing with an odd color. As Celestia watched, Luna began to breathe easier and the pain seemed to be passing. Still worried over her sister’s wellbeing, Celestia used her wing to pull her close. After five minutes, Luna finally stopped trembling.

"Luna?" Celestia asked, concern for her sister filling her voice, "What happened?"

Luna turned her head to look at Celestia. Looking into her eyes, Celestia saw pain, exhaustion, and most importantly, fear.

"We do not know what happened," Luna began, taking heavy breaths in between words. "We were about to lower the moon for the morning when we felt a strange surge of energy. When we used our power to investigate, pain flooded our body and mind. We felt so many different emotions, but we discerned two beings amongst the torrents of pain. Beings that do not belong here."

Luna shuddered and laid her head down on the floor. Celestia lay next to her thinking about what she said. She had to see if Luna knew any more.

Gently, Celestia asked, "Luna, I know it's difficult, but can you tell me anything else about these two...'creatures'?"

Luna inhaled, then began, "Both beings felt as if they do not belong here. They are not of this world. One of them has tremendous, dark magical power. That one is probably what caused the magical disturbance. Its magical abilities tore through our spell and placed us in this weakened state. The other... the other one was different. Its emotions overpowered us as we tried to find out what it was. We could feel hatred, suffering, loneliness, and a desire for vengeance. Between the first's magical power and the second’s emotional suffering, we were quickly over-whelmed."

Celestia could not believe what she was hearing. Two powerful beings had come into Equestria? Powerful enough to overpower her sister's magic with just emotions and presence. These beings had to be found and, if necessary, taken care of. Looking down at her sister, Celestia rose to her hooves.

"Do not worry, dear sister. I will get our unicorns to locate the source of the two disturbances. You rest for now." Celestia left the bed chamber, heading for the unicorns who dealt with magical disturbances. Luna remained laying on the floor, still in a shocked state. Finally, after a few minutes, she arose and walked over to window to see the sun, which was only now beginning to rise. She felt ashamed with herself; ashamed because she had left out one important detail.

Both creatures were stronger than Celestia.

Manehatten.

Bright, multi-colored, talking horses…

…That was the only thought that came to Batman's mind after a few minutes in the city. As he entered, he noticed the city was a little smaller than the ones he was used to. There were still the tall buildings, the long streets, and the alleyways he spent many a night fighting scum in. Even with all the similarities, something about the city felt off to him. Since the sun had only just begun to rise, there were still plenty of shadows for him to stick to. The sun was only just up, but a city of this size should be awake “twenty-four seven.”

"Where are all the people?" he muttered to himself.

Batman continued to move through the shadows until he reached what looked like the city’s park. The park was similar to every other park he had seen. Well, parks he had seen outside of Gotham. Gotham City Park was covered in weeds, the statue was defaced with obscure references, and no sane person would go there after dark. It was one of his favorite spots in the city. Still thinking about Gotham, Batman didn't hear the hoof clops on the road until they were fairly close. Snapping out of his reverie, Batman moved closer into the shadows.

Staying close to the wall, Batman was practically invisible. ‘Sounds like mounted officers,’ He thought. ‘I don't know what kind of police force these people have, but if they’re anything like others I've met, it's best I stay hidden.’

Only when he heard the horse’s hooves turn to the left, away from where he was hiding, did he decide to take a peek at what the people looked like.

The answer nearly blew his mind.

There were three horses, all with pure white coats, in gold armor and moving as a unit. As he continued to watch, they began talking to each other. The scariest part was he understood them.

"I'm so bored, nothing ever happens here," the smallest one complained.

"This is Equestria, nothing has happened since the changelings attack a few months back," the biggest horse replied, "and you saw how effective the guards were in that situation."

‘So these horses not only talk, but seem to be part of a guard unit,’ thought Batman, ‘How... unusual.’

Alternate realities were nothing new to Batman. He had been to many alternate realities in his time with the Justice League, but had yet to see anything as weird as talking horses that looked like they were from a five year old child’s mind.

"Okay, you two, how about we head back to the barracks. If we hurry, there might be some hot water left in the showers." The horse with a silver cross on his armor had spoken, getting an instant response from the other two.

"Sir, yes sir!" the other two replied in unison.

As the horses trotted away, Batman used the zoom feature on his cowl to get a better look. Two of the horses looked similar to what a horse on earth might look like. The third however, had two folded wings on its back, making it a...

"Pegasus," muttered Batman. He had been around pegasi a few times in his life, but none of them had ever talked. Using the zoom to look across the park, he saw other horses beginning to leave their homes. The horses were each a different color, some ranging from traditional brown to others that were bright purple—‘bright purple?’ They all had unusually large eyes and could talk like the guards. The most interesting point was that on each of their hind ends was an odd mark. The marks were a picture of something. One of the marks looked like three stacked gold coins, while another was a paint brush. Not all of the horses wore clothes, but the ones that did looked more sophisticated than the rest. So, even amongst horses, there was still an upper and lower class.

Batman would have continued with his observations, but as the sun got higher in the sky, his hiding place began to disappear. Pulling his grapple out of his belt, he launched the hook at the roof of a nearby building and pulled himself to it. Seeing as he wasn't spotted, he performed the procedure twice more, until he was on a fairly tall building.

"They probably won't notice me up here," he muttered to himself. Looking to his right, he was surprised when an old friend greeted him. A gargoyle was on each corner of this building. Placing himself next to the familiar face, he re-engaged his zoom feature and continued to observe. He saw horses of all kinds, including more with wings, as well as regular looking horses. He continued scanning when his eyes fell upon...

"A unicorn?" he said, surprised.

Apparently, this land had all forms of horse here. As he continued to scan, the cowl took video recording of what he saw, so he could examine it back at the Bat-Cave later. Placing a hand on his ear, he began to talk into the hidden microphone on his cowl.

"Alfred, are you seeing this? I seem to have ended up in a kid’s fantasy."

Batman received nothing but static in reply on his radio, so he tried his cryptographic sequencer. When he failed to connect to the Bat-Cave, the device turned off. Frowning, Batman realized he was cut off from the cave, a situation he did not like. Putting the device away, he returned his attention to the horses. While they weren't human, they behaved a lot like them. Each horse seemed to have their own personality, job and home. Some served food in restaurants; others looked like business men, with suits and briefcases. Some pulled a cart for other horses to move around in. A horse drawn carriage for horses. Go figure.

The sun was beginning to set when Batman finished his observations. From what he had seen, there were three types of horses: regular, pegasi, and unicorns. The regular horses were stronger than the other two whereas the pegasi could fly. What had interested him the most was the fact unicorns could use magic. He watched as a maroon horse had lifted multiple bags with her power. Whenever they used their magic, he noticed that the horn on the unicorn would glow. All of them were intelligent, some more than others.

With all the information he needed for the time being, he got up to leave. As he turned, the sound of screams filled his ears. Instantly on guard, he ran across rooftops to the source of the screams, but he felt what the problem was before he saw it. One of the bigger buildings, one that looked like an apartment block, was on fire. Horses stood watching as the structure burnt, while guards kept the others back. Over the sound of the fire, he heard a voice, pleading with one of the guards.

"You don't understand, MY FOAL’S in there! You have to save him!" one of the horses, by the sound of her voice female, pleaded with a guard.

"Ma'am, the building could come down at any moment and the pegasi with the rain clouds won't be here for another ten minutes...I'm sorry there's nothing we can do," he responded gravely.

As she pleaded desperately, the figure watching on the rooftops was considering his options. If he went to help, he would probably be spotted and have to fight his way out of the city. On the other hand, if he didn't help, someone would die. It was no choice at all. Placing himself on the other side of the rooftop, he began to run towards the burning building.

"I have to get in there! I have to SAVE HIM!" screamed the distraught mother.

Ma'am, I already told you," replied the stressed guard, "There is nothing we can do until the pegasi arrive with the rain clouds."

"That's not good enough, somepony needs to-"

"Holy Celestia," whispered one of the ponies watching. All ponies looked to where he was pointing. As they saw the creature, everypony went silent. Nopony knew what to think or how to react. It looked as if a monstrous bat had flown into the burning building.

As Batman landed inside a burning room, he quickly took in his surroundings. The building’s structural supports had burned one-fourth of the way, giving him an estimated two minutes to find the foal before the whole place came down. Activating detective vision, he started to scan through the thick smoke. He had landed on the tenth floor out of twenty. Looking down, he saw no signs of life. Looking up, he saw the small outline of a skeleton huddled in a corner. The owner of the skeleton was three floors above him. One minute thirty to go.

Pulling out the grapple, Batman headed for the stairs. Seeing as they were still somewhat structurally sound, he raced up four steps at a time. He managed to get to the twelfth floor before they gave out. Using the grapple, he expertly hooked the roof of the thirteenth floor. Quickly pulling himself up, he ran towards the foal’s location, dodging burning objects and falling debris. One minute.

He burst through the door to the foal’s room. The horse was curled up in the fetal position, softly crying. Hearing a noise, however, it looked up, right at Batman.

As Batman approached the foal’s eyes grew huge, its jaw hung open and it instinctively pushed itself against the opposite wall. As Batman got closer, he noticed the eyes were filled, not with gratitude or curiosity, but pure terror. Batman thought back to the night his parents were murdered…the night he had the same look of terror in his young eyes. A man with a gun, that's all it took to strip him of his childhood…to set him on this path. All the pain he had to endure-

The building groaned, almost ready to collapse, snapping Batman out of his trance. Grabbing the petrified foal, he headed for the window and dove out of it, just as the building began to give way around them. They fell nearly thirteen stories before Batman used his cape to slow their fall. He touched down right in front of a crowd of startled horses, all staring at him in awe, terror, and wonder. Looking at the mother, he took the foal from under his cape and placed him on the ground. The young horse had recovered enough sense to run to his mother, where the two embraced, both crying. One of the guards was the first to speak.

"YOU THERE, HALT!" he yelled.

Spinning on his heels, Batman took off in the opposite direction, while four guards took off after him. They were fast, but Batman had a head start. Taking different side alleys and leaping over fences, Batman almost lost his pursuers, until one turn led him to a dead end. Batman sighed and slowly turned around as the four guards came skidding to a halt in front of him.

"You have nowhere to go now, creature," the officer spat, "We have you trapped."

Batman simply began stretching his shoulders and neck, while the guards looked at him, unsure how to handle him. Then, after cracking his knuckles, he looked at them and spoke six words…

"And you're going to regret it."

Again please rate and review. I'm just beginning with fics, so I need all the help I can get.

All Aboard the Pain Train

Batman's Reality; Dr. Fate's Tower.

Seated in Dr. Fate’s innermost chamber, Etrigan had just finished telling Dr. Fate about what had happened a few hours before. Fate, one of the most powerful sorcerers known to Etrigan, was quietly contemplating what he’d heard. Finally, Fate spoke,

"So, Etrigan, what you’re telling me is that during your battle with Morgaine le Fay, the portal that was originally supposed to unleash the demons of hell had a...malfunction, sucking both Batman and Morgaine into some unknown dimension. Is that the entire story?"

"Yes. While I was temporarily...indisposed, it seems Batman managed to close the portal," replied Etrigan grimly. "Unfortunately, I have no idea where or to what dimension they were sent. I hoped you would be able to use your mystic powers to help me find them."

Fate got up and went over to his collection of magical artifacts. Among them were talismans, seeing orbs, rune-stones and other items, but there was only one that he was interested in. An ancient book with knowledge of nearly every dimension ever recorded--dimensions where the entire world had been consumed by death; some, where vampires reigned supreme; even records of heroes that call themselves "Avengers." The book was ever expanding. New pages constantly wrote themselves every day. This was the book Fate needed.

"This book," Fate said as he showed it to Etrigan, "has record of nearly every alternate reality and dimension known to Nabu. While we have the information, there are infinite universes he could be in. I will begin scanning universes, but to find him could take anywhere between a few days, to a few years."

"If I can help in any way..." Etrigan began.

But Fate cut him off by raising a hand, “No there is nothing you can do to help me here, but in Batman's absence; you must help to protect his city. Gotham will be vulnerable without him there, so you must defend it." Fate began his incantations to begin searching the infinite universes." I will contact you if I find anything."

Seeing that he was no longer needed, Etrigan turned to head for Gotham. His thoughts were constantly on Batman. Had Morgaine managed to capture him? What if he was in a dimension that was not suitable for human life? Many similar thoughts raced through the demon's mind. After a while Etrigan shook his head free of such thoughts. This was Batman, a human that has taken more punishment than any other being like him and survived. It would take a hell of a lot more than an evil sorceress and a trip to another reality to bring him down. Hope now in Etrigan's heart, he picked up speed as he ran towards Gotham. Before he arrived, one last thought crossed his mind.

"Please don't get into TOO much trouble," he said with a dry chuckle.

Manehatten, back alley.

Ducking under the horse’s swing at his head, Batman crouched down before exploding upwards with a palm strike to the guard’s jaw. The blow sent the guard sprawling a few feet back as two of the other guards advanced, charging the Dark Knight. Spinning around, Batman swung his cape in a wide arc, stunning the two advancing horses. Using one as a springboard, he launched himself into the air over the horse and came crashing back down, both fists connecting with its skull, collapsing the guard. Quickly letting loose another cape stun on the other guard, who had almost recovered, the Dark Knight let loose a ‘beat down.’ Body blow after body blow connected with the horse, his armor doing little to protect him, before Batman finished him with a roundhouse to the head. Three down, one to go. Before Batman could turn, though, he heard the sound of a horn. Spinning to the last guard, he saw that the officer had just called for backup.

‘Great, just what I needed,’ Batman thought in annoyance.

Within a few seconds, two more guards showed up. One was a fairly built pegasus, while the other looked like she just got out of the academy. The younger one gasped when she saw what the guards had been fighting.

"What is that thing?" she asked her partner in complete shock.

"Whatever it is, I'm bringing it down," responded the pegasus, before spreading his wings and rushing at Batman.

The Dark Knight waited until the pegasus was almost on top of him before he purposely tripped himself, falling backwards while at the same time grabbing the guard’s two front legs, placing his own foot on its stomach. The result was a Sutemi Waza, or sacrifice throw, launching the pegasus into a wall. The guard got back to his hooves and once again flew towards Batman. This time Batman sidestepped the horse and grabbed its wing as he passed. Bringing his elbow down on the limb, he heard the satisfying SNAP of a broken bone. The pegasus managed to cry out before a blow to the sternum laid him flat.

Turning back to the other two, Batman stood there, waiting for either to make a move. The officer, seeing his entire team defeated, turned to the rookie and said,

"We can't win this fight. You have to go to the princess and tell them what happened." The young guard could only nod her head at the superior’s order. "Hurry and go. I'll buy you time."

With that, the young pony turned and took off to alert the princess while the officer charged at Batman who dove under the horse, grabbed his armor with both hands, and with a yell threw him into a wall. The guard looked up from the floor dazed to see the creature standing above him. He could only watch as the creature brought his arm back before punching him in the head.

"Come on, the ponies said that the guards chased the creature this way," the officer of another group yelled running to the location. When they arrived at the scene, the only sight to greet their eyes was the unconscious bodies of their fellow guards. The creature was gone.

‘Well, that was a nice waste of time,’ mused the Dark Knight.

Batman had grappled up to a rooftop and begun to move to the city’s edge. As he got outskirts, he saw that his fears had been confirmed. The number of guards had increased and they were guarding nearly every exit in and out of the city. Scowling, Batman chose to go towards the heart of the city. That would be the last place the guards would look. While racing across rooftops, he began to think of his plan of attack. While he could easily take out the guards stationed at any of the exits, he did not know if he could get away before the others showed up. If all the guards were on foot it would be no problem, but with the pegasi and unicorn guards, he might be fighting an entire city. As he continued to think, a sound reached his ears, an old but very familiar sound.

‘Was that a train whistle? Could the horses actually have trains?’

Staying on the rooftops, he started in the direction of the whistle. Looking down, Batman let a small smile cross his face. Right there, in the center of the city, was a train station. The train he had heard had apparently just arrived. It, like the horses, was many different colors and looked like a drawing he had made as a little boy, but it was a train nonetheless. He now knew how to escape the city. Scanning the area, he took note of the guards around the station. If he could get rid of them, getting on board would be easy. The caboose was apparently were the luggage went, which would make it a good hiding place. Turning his head to the sky, he smiled again as he saw the sun was beginning to set. Soon, he would be in his element. Activating zoom on his cowl, Batman looked at the departure times. This train was set to leave in about sixty minutes. With a plan now in place, he took cover next to a gargoyle and waited for darkness.

Night had fallen. The train guards were nervous. Batman couldn't blame them. First, they had heard there was a giant bat-like creature running around in the city. Next, the news had been that the creature had brought down six guards, apparently members of a highly-skilled division. They weren’t skilled enough. Finally, the train guards had to stand out in the dark, with no idea if the mysterious creature would come after them or not. If he was in their situation, he'd probably feel the same way. The train was about to leave. Batman got into position.

"ALL ABOARD!" the conductor yelled. As the last of the horses got on the train, Batman put his plan into action. Aiming a batarang at an alleyway, he thought to himself,

‘If this works, I take back what I said about them being intelligent.’

Letting the batarang fly, it connected with a stack of trashcans someone stacked on top of each other. The resulting crash caused the guards to jump a few feet in the air.

"The sound came from over there! Hurry, this way!"

As all the guards headed towards the alley, had any of them turned around, they would have seen a large bat-like creature land on the caboose and quietly slip inside. But, since that was not the case, they all ran into the alley, looking around everywhere for the source of the noise. The train began to move, picking up speed until it eventually left the station. After confirming that no one had seen him, Batman looked back at the alley where the guards had run into the dark. He shook his head in disbelief.

Now that he was temporarily out of danger, Batman allowed himself a chance to rest. He was tired from the fight with Morgaine, and the brawl with the horses hadn't helped. Sitting himself on the floor, he began to piece together what had happened. He was certain that Morgaine's portal had transported him to another world, but a world that he never would have thought existed. Semi-intellectual horses were apparently the dominate species, but other animals had the same role here as with his earth. Dogs were still house pets as well as cats. He hadn't seen any other four legged herbivores, though he wondered if they would be equally as sentient.

Taking a look outside, Batman watched as the train left the city and headed towards its destination. Looking around the compartment, he began to go through some of the luggage. The horses with the fancy suitcases also had fancy clothes in them. This confused him. Most horses seemed fine going around without any covering, so why did these ones need clothes? To feel superior? Parties or gatherings? Putting the clothes aside, he continued to dig. Each horse apparently had a name, albeit a stupid one at that. This suitcase belonged to a horse called "Fancy Pants?" He hoped all the names weren't this bad.

Another thing that bothered him was when the officer told his subordinate to leave. He had ordered her to get "Princess Celestia." Was she the ruler of this land or were there kings and queens? And if the guard believed this princess could defeat Batman, then the horses must believe she is powerful. But was she a regular horse? Unlikely; if regular guards couldn't beat him then he doubted a princess could do better. Pegasus? While the idea of a winged ruler would be likely for humans, the likelihood of one being a ruler here was small, especially when every other horse had wings. A unicorn seemed the more logical choice for a powerful ruler. If she had very potent magic, she would be the best candidate to rule.

What was eating at the Dark Knight the most was that he was in a foreign land, cut off from the other members of the League. More importantly, he could not communicate with the cave, which meant he couldn't pull up any information on this place. Knowing that he'd be in this land for a while, he emptied the contents of his belt to take inventory. He had a few batarangs, multiple freeze-grenades given to him by Mr. Freeze, his cryptographic sequencer which could act like a mini-Bat Computer, his grapple gun, his line launcher, a decent number of smoke pellets, his explosive gel, the remote controlled batarang, now with a jet propulsion so it could grab objects, the sonic batarang, the remote electrical charge gun, small microphones he could use to listen in on private conversations and finally, the anti-rangs he used on Morgaine. With all the magical creatures, these would be the most helpful.

Placing all the items back in the belt, Batman turned his thoughts to where he was heading. When he had glanced at the arrival and departure time, he had managed to catch a glimpse of the train’s destination. Another place with a stupid name.

The destination was a town called Ponyville.

Thanks for taking the time to read. Please rate and review+

Minions. Lots of Minions.

Canterlot. Royal Throne Room.

"PRINCESS CELESTIA!" yelled a small guard-pony, bursting through the doors into the throne room. At this intrusion, everypony stopped and stared at her, waiting for her to regain her breath. When she finally could breathe again, she looked around the room and realized that she had interrupted an important meeting. Celestia, Luna, and the mayor of Stalliongrad were all there. Blushing, she stammered,

"Um, I-I can just wait outside…"

"No, let's hear what you have to say," responded Princess Celestia calmly, trying to soothe the guard. "Please tell us what has happened. It must have been important for you to interrupt a private meeting."

"I-It is your highness," the guard sputtered. "I was stationed at Manehatten. My partner and I were just finishing up our patrol when we heard another guard unit call for back-up. We rushed to the scene and when we got there, we saw... we saw..."

"Yes, what did you see?" asked Luna a bit impatiently.

"It...It was a giant bat. I've never seen anything like it. There were at least three guards beaten on the ground. Only the officer of the unit was standing. My partner rushed the beast, but it tossed him like he was a feather. He tried to attack it again, but this time the creature snapped his wing nearly in half! One of the strongest pegasi in the guard was beaten in an instant! The officer ordered me to go get the two of you while he held it off. I ran here as fast as my hooves would allow." The guard paused here, breathing heavily with tears welling up in her eyes.

Celestia pondered what the guard had said for a minute. Looking back at her, the princess asked, "Strongheart, isn’t it? I know the experience was painful, but I need to know what the creature looked like. Please tell me."

Shuddering, Strongheart began to describe the bat. "It stood on two legs, but it didn't have hooves, it had feet similar to a dragon. It also had dragon-like hands, with five fingers instead of four. The beast was tall, at least a good two feet taller than me, and I could see the muscle through the bat’s skin. And it was powerful, so powerful! It beat my partner and the officer in a matter of seconds! But the scariest part was its eyes. The eyes were filled with rage, ferocity…and power…"

As she stopped to take a break, Luna chanced a glimpse at Celestia. Celestia's eyes were open wide in shock and she seemed whiter than usual. The only other time Luna had seen her like this was when Discord nearly defeated them a thousand years ago. Celestia then said to the guard in a very small voice,

"How long ago was this?"

"Maybe twelve hours your highness; could be a little longer," Strongheart replied.

"Then all the guards had received the letter I sent out telling them to be on the lookout for a creature like this?"

"Yes, your highness, though most off the guards didn't take it seriously. That's why we were startled when we saw it for the first time. It was nearly identical to how you had described it."

Luna looked at her sister in surprise. She knew what the creature had looked like? This was the first time they had heard of it. Was Celestia hiding something from her?

"Where is the creature now?" asked Celestia after a minute.

"We lost it, your highness. The creature was nearly impossible to track."

Celestia sighed upon hearing it had escaped. Turning back to Strongheart, she ordered,

"Tell all the guards at all cities and villages to double up patrols and to be on the lookout for a large, bat creature. We must capture it before anypony else is harmed."

"Yes Ma'am," replied Strongheart with a salute, galloping out of the throne room. Turning towards the mayor, Luna asked,

"Would you mind leaving us for a while, we must speak with our sister."

The mayor nodded and with a bow, left the room. When she was alone with Celestia, Luna began asking questions of her own.

"Celestia, what is this creature and how did you already know of it? Why did you not tell us as soon as it showed up? We could have been there to capture it ourselves. Why did you leave us in the dark?" Luna was surprised when Celestia looked at her, with despair in her eyes. Sitting herself on the floor, she gestured for Luna to do the same. When she had, Celestia began to speak.

"Luna, the reason I knew of the creature was from news I had received early this morning." Swallowing hard, Celestia looked at her sister. "Hayfield is gone, Luna."

"What do you mean, gone?" answered Luna.

"I mean it's gone. Wiped off the face of Equestria," Celestia replied emotionally. "The entire town is now ash and all its inhabitants are gone."

"How-" Luna began, incredulous.

"I do not know. However, a farmer saw what looked like a bipedal creature with five fingers enter the city. Then it unleashed its power. According to the pony, its magical might decimated the town, destroying everything in its path. He then said that there was a blinding flash and everypony was gone. All the citizens and the creature. Upon hearing this, I sent out a letter to all guards in the region to be on guard against such a creature. I planned to tell you after the meeting, but then..."

"We understand, sister," replied Luna, "you had to take immediate action. But why not trace the creature with magic?"

"The first one seems to be able to hide its magical energy. The other one I didn't know existed until we were told. It also seems, as Strongheart said, impossible to track."

"Have you alerted the Elements of Harmony?"

"No, I plan to tomorrow. For now, you and I will go to Manehatten and see what we can find."

"Alright, when do we leave?"

"Now."

Outskirts of Applepaloosa.

In the never-ending outback, an azure unicorn with a wizard’s hat and cloak was pulling a wagon, mumbling to herself the entire time. The pony was Trixie, a traveling performer that had been humiliated when Twilight Sparkle humbled her in front of Ponyville. She had sworn revenge on the purple unicorn, promising to return.

"The Great and Powerful Trixie cannot believe this," she grumbled. The sun was beating down upon her back and she hadn't been hired for a show in months, not since the Ponyville incident. "Forced to wander this wasteland to find ponies with the brains to appreciate Trixie's work. When The Great and Powerful Trixie gets her hooves on Twilight Sparkle, Trixie will have her revenge."

"A desire for revenge is good, but you apparently have no idea of how to go about it, do you?"

Whipping her head around to see the speaker, Trixie laid eyes on a creature she had never seen before—let alone heard of. It was around six feet tall, wore a green gown with a golden belt. It had hands with five fingers and stood upright. What interested Trixie the most however, was that it wore a mask of pure gold, hiding its face. Behind it was at least one hundred ponies, all of whom had the same vacant expression on their face. Stallions, mares, foals, every kind of pony was following it.

"W-Who are you?" Trixie asked, unable to control the fear in her voice.

"I? I am the most powerful sorceress in the known multiverse, but please, call me Morgaine," Morgaine replied, with a slight bow. "I was passing by when I happened to catch some of what you were saying. So, this Twilight Sparkle wronged you in some way?" She asked, her voice like silk.

"Yes she did! Sparkle humiliated Trixie in front of an entire town and banished her from it! The humiliation Trixie had to endure was insufferable! When Trixie figures out how, she will take her revenge!" Trixie was on a roll, continuing to rant about how Twilight got lucky when she drove the Ursa Minor out of Ponyville. Morgaine listened the entire time, an unseen smile under her mask. She then asked Trixie a question.

"How would you like me to show you how to get your revenge?"

"How?" replied Trixie.

"I can teach you some of the most powerful magics that your princesses have only dreamed of. All I ask is some... help, in return."

"What kind of magic could you teach Trixie that Trixie doesn't alr-"

Suddenly, the entire area around the two burst into flames. Moments later the flames turned into a dragon, which rose up and roared, before turning into a small bird, which flew off into the sky. Trixie's jaw was cemented to the ground as she looked at Morgaine, awestruck.

"Do we have a deal?" asked the sorceress.

"What do you need Trixie's help for?"

"Ah, yes, see I have an item in my possession that is key if I want to return home. However, it is...acting up. I have found, much to my dismay, that my magic does not have the same effect here as it does in my world, so I need another magical being with tremendous power to help me...get it working." With this, Morgaine pulled the dimensional stone out of her sleeve and showed it to Trixie, who gazed at it with wonder.

"So I repeat. Do we have a deal?"

Trixie looked up with a smile. "Deal."

"Good, now let us be on our way," Morgaine said, placing the stone back in her sleeve. Motioning to all the ponies behind her to follow, the two began to walk.

"By the way, Trixie would like to know-"

"If you are going to accompany me on this trip, you must stop speaking in the third person. Understand?"

"Trixie...I understand. What I was asking was how did you get all these ponies to follow you?"

Morgaine simply replied, "Mind control is one of the harder spells to perform, but I’m sure someone of your caliber will manage. You can refer to them as my...minions."

Smiling to herself, Trixie knew that Twilight's reckoning was at hoof. 'Soon, Twilight…' Trixie thought, 'Soon I will have magic that you only dreamed of.' With a chuckle, the two “friends” with the ponies following them, continued on their way.

Ponyville.

"Come on Twilight, you have to be somewhat excited," Spike said to Twilight.

"No Spike, I’m not excited. Last year, only Princess Luna correctly guessed what I was for Nightmare Night. If other ponies can't recognize a 'Star-Swirl the Bearded' costume, then I won't go out in costume." Twilight was still upset that nearly nopony had been able to guess her Nightmare Night costume.

"Well, if you don't want to that's your decision, I guess."

"I take it you’re going then?"

"Yup, but don't ask to see my costume. It's a secret."

Rolling her eyes, Twilight went over to her desk. She hadn't received any letters from the princess in a few days. With Nightmare Night around the corner, she hoped nothing bad had happened.

"Hey Spike, do you remember when the train with Fancy Pants is due to arrive? Rarity will have my mane if I forget to tell her!" Twilight shouted up at Spike.

"The train should be here at around nine!" The dragon shouted down.

Twilight let loose a sigh of relief. Fancy Pants, one of Rarity's biggest supporters, was coming down from Canterlot for a few days to see Rarity's new outfit line. The only thing left on Twilight's list was to meet him at the station and escort him to the Carousel Boutique. Once he judged Rarity's work, Fancy Pants would stay in a hotel until after Nightmare Night. Opening the door to leave the library, Twilight headed for the station. She just had to finish this one last thing, and then all her problems were over.

Pinkie Sees All!

Onboard the Train for Ponyville.

Batman was crouched on the roof of the caboose with his cape blowing behind him as he prepared for his...stop. The conductor had announced over the speaker that the train would be arriving at the station soon. If the horses saw him at the station, it would probably be like Manehatten again, so Batman chose a less conventional stop. The train was now passing a forest that the conductor called, "The Everfree Forest." Apparently it was full of monsters and no sane pony would go in there alone. For the Batman’s purposes, it was perfect.

Leaping off the roof of the caboose, The Dark Knight spread his cape out to its full length and glided down to the forest's edge. He waited for the train to vanish completely out of sight before he began moving, and only then started to head deeper into the forest. The forest seemed to watch his every move. Animals scampered out of the way in surprise when they saw him, for none of the woodland creatures heard him coming. No one ever did.

As the Dark Knight continued to march on ahead, he was lost in his own thoughts. While he was on the train, he listened in on what the horses were talking about. Their banter had started off being very boring, prattling on about what their families were doing or where a group called the ‘Wonderbolts’ would be performing next. Most the time they talked about themselves. Then one of the horses asked if anypony had heard about Hayfield and how all communication was lost with it early yesterday morning. This had interested Batman greatly. The horses went on to say, that the only witness and survivor had described that a bipedal creature entered the city around ten that morning. Apparently it had magic of its own, which was turned upon the town. Batman's eyes had narrowed when he heard this. There was only one person who would do something like that.

'Morgaine,' he had thought. The sun was once again beginning to ascend into the sky, filling the land with light.

A clearing in the forest brought him back to reality. Taking a look through it, he was a little surprised to see a huge apple orchard that seemed to go for miles. The apples themselves were as impressive as the mileage of the orchard--big, red apples without preservatives or any other form of chemical enhancement. Batman contemplated taking a few for a moment, since he hadn't eaten in nearly three days. He tried not to eat before he went crusading against criminals. But apples like these were obviously owned by someone, judging by how much care seemed to go into the tree's growth. Even though he would be stealing to survive, Batman would not bring himself to steal. He could go for weeks without food; a few more hours wouldn't hurt. Staying close to the forest's edge, Batman thought he saw a red barn on the horizon. Crouching, he engaged the zoom on his cowl and began to observe. It was definatly a red barn and next to it was a house, which seemed to be more...southern in design.

'So this field is owned by someone.'

The door to the house swung open and an orange horse with a cowboy hat trotted out. She was followed moments later by a massive stallion, which was bright red. Two more came out, one was a tiny yellow foal with a red mane and a ribbon in its hair, while the other was green and seemed elderly. The little one had a backpack with her, suggesting the horses had a school system. As she ran off, Batman decided to take a look to where the foal was heading. A few miles away he saw a small town. With the zoom, he could make out few buildings. One looked like a gingerbread house; another was a giant tree with a telescope on it. Deciding his investigations would benefit more from observing the town, the Dark Knight vanished back into the forest.

On his way there, Batman began thinking about how to find Morgaine. She was the biggest concern right now, but he had no idea where she was. Since he was cut off from the cave and the Waynetech satellites, he was essentially blind in this land. Growling, he realized he didn't even know how big this land was or if Hayfield was on another continent. All he knew was that sentient beings had needed his help and he wasn't there. Reaching the forest edge once again, he sat down perhaps a good two miles from the town. Sticking close to the shadows, he began to watch.

It had not been a good morning for Twilight so far.

She had gone to the station a good three hours early and had to sit in the cold autumn air waiting for the train to arrive. When it had finally chugged into the depot, she and Fancy Pants spent another two hours talking to the train staff and management. Apparently, somepony had gone through Fancy Pants’ luggage, making him quite upset. The two of them finally had reached the Carousel Boutique, only to have Rarity chew Twilight out for being late! The day had not started well, and she still had to meet up with Pinkie as well as host the Cutie Mark Crusaders at her place later that day!

With a small sigh, she mumbled to herself:

"Well, at least the worst is over, right?"

Batman's observations had proved fruitless so far. These horses acted almost identically to the ones in Manehatten, only they were a smaller community. All the horses had the marks on their sides and all seemed to have jobs. While he had learned nothing new, he had watched as a purple unicorn had a bad morning. From what he could tell, she had met another horse at the train station early and had only just arrived with him. The other horse was also a unicorn, was dressed in high society clothing and seemed as upset as the purple one. Looking at the suitcase, Batman realized this was Fancy Pants, the same horse whose luggage he had gone through, which he had forgotten to put back. Oops.

After dropping off the other unicorn at some odd fashion salon, the purple unicorn headed to the ginger bread house near the center of town. When she arrived, she was greeted by a pink horse, that…hopped--that was the only word to describe how she moved--out to welcome her friend. The two began talking; the pink one went on for a few minutes, until her friend got fed up and put a hoof in her mouth. The pink horse tried to talk for a moment before she stopped and squinted her eyes at something.

'Is she looking over her?' Thought Batman. 'No, I'm well hidden in the shadows. It must be-'

His jaw nearly fell off when the horse waved at him.

"Um Pinkie, what are you waving at?" asked a confused Twilight.

"Silly, I'm waving at the big bat over in the forest," replied Pinkie Pie with a smile.

"Bat?" repeated Twilight, squinting her eyes towards the forest's edge. "I don't see any bat."

"Duh, silly, it's gone now. Maybe you should go after it."

"Sure, Pinkie," answered Twilight, rolling her eyes. "I'll go after the bat as soon as I find those little ponies that keep hiding your keys."

"Okay, when you do find them, I want to give them a good talking to." With this, Pinkie hopped off.

Twilight watched her go, shaking her head slightly. A giant bat, really? Pinkie had quite an imagination.

Heading towards the school house, Twilight prepared for the CMC. This was going to be a tiring night.

Back at Twilight's library, located inside a tree, the Cutie Mark Crusaders were causing havoc. The three of them had already removed every book in the place and built multiple book forts, destroying said book forts and were now playing extreme tag in her bedroom. Spike wasn't helping in the least, reading his book for the fifth time. Twilight was a mess. Her mane was frizzled, her right eye was twitching and she was giggling to herself. Sweetie Belle had just dive bombed Scootaloo, who managed to get out of the way, causing Sweetie to face plant a table, knocking it over.

"Ow," whined Sweetie, rubbing her nose.

"Are you al' right Sweetie?" a concerned Applebloom asked.

"Yeah, you hit that table pretty hard," Scootaloo said.

"I-I think I'm fine," Sweetie Belle replied, "However..."

Sweetie spun around and tagged Applebloom, then tore upstairs. Scootaloo laughed as well, following Sweetie, while Applebloom chased the both of them. After a few more minutes, Twilight had had enough.

"Girls!" she yelled up at them. Three faces looked down the stairs at her. Seeing the look on Twilight's face, they came down without a fuss. All three were sitting in front of her as she began to lecture.

"Look, I know you girls want to have fun and I did promise I'd watch the three of you until tomorrow, but I really need to go out for a while. Can you three promise me you won't destroy the library until I get back?"

"You're going to leave the three of us alone with Spike for a few hours??" asked Sweetie Belle in disbelief.

"I'm desperate, okay? Can you PROMISE not to destroy the library?"

"Okay, Twilight," all three of them said, "We promise not to destroy the library."

"Pinkie promise."

The three fillies swallowed hard at this. A pinkie promise was one of the most serious promises a pony could make. To break one, well, nopony had ever dared do that except Applejack, and she needed therapy for weeks.

"O-o-okay, we Pinkie promise."

"Say the words."

"Cross our hearts, hope to fly, stick a cupcake in our eye," the three said at once, doing the motions required to complete the promise.

"Good," smiled Twilight, heading for the door of the library. "I'll be gone only a few hours. Don't bug Spike too much, okay?"

"Okay."

As Twilight closed the door, the three fillies started to discuss what to do next.

"Well, girls, any ideas on what to do next?" asked Sweetie. The other two thought for a minute before shaking their heads.

"Almost everything we do ends up destroying somethin'," replied Applebloom.

"Yeah, we can't really do anything we'd normally do in the library without breaking our Pinkie promise." All three of them shuddered at the thought. A loud thump from upstairs got their attention, followed by some grumbling.

"I wonder if Spike has something we can do?" Scootaloo thought out loud. With a shrug, she began climbing the stairs, the other two crusaders closely behind her. As they entered the bedroom, they saw Spike on the floor with the same book he had been reading for days. Intrigued, the three approached him.

"Hey Spike, what are you reading?"

Spike looked up from his book, surprised to see anypony other than himself actually interested in his book.

"It's a book about heroes from the human’s world," he began, as the three crusaders crowded around him so they could see the pictures in the book. "There are a ton of different heroes with just as many powers. This one has telekinesis, whereas another guy has a ring that reacts to his imagination."

"What about this one?" asked Sweetie Belle.

"Oh, this one is one of the greatest. HIs name is Superman. See, his home planet blew up when he was a baby, so his parents sent him to a planet called Earth. There, he discovered he had a whole bunch of powers and uses them to fight for truth, justice, and something called the "American-Way.” He can fly, has super-strength, and shoots lasers out of his eyes, it’s incredible!" Spike smiled and held the book to his chest.

The entire time he was talking Scootaloo, Sweetie Belle and Applebloom had gotten an idea. The three of them looked at each and at the same time whispered,

"Cutie Mark Crusaders Super-Heroes, Yay." Scootaloo jerked her head to the door. The three of the slowly snuck off while Spike continued to go on about different heroes and powers, oblivious to the fact that the three fillies had left the library and gone outside.

"So what's the plan Scoots?" Applebloom asked once they were outside the library.

"The three of us are going to be SUPER-PONY'S!" Scootaloo yelled in excitement. Sweetie Belle raised an eyebrow.

"Uh Scoots, we don't have super powers."

Scootaloo smiled, "No, but the three of us know a zebra with magic potions. Maybe one of them can give us powers."

"But Scootaloo, the sun is settin'. It'll be dark soon." Applebloom protested, "And we don't want to be in the forest at night."

"Come on girls, we've been to Zecora's so many times I'm sure we can find our way, even in the dark. So, who’s with me?"

"Ah'll go, but only if we don't stay out too late." Applebloom muttered.

"Alright, I guess I'll go too, but only to Zecora's and back." Sweetie finally added.

"Sweet! Let's go!" exclaimed Scootaloo as the three headed for the forest.

Wolves and Manticores and Bats, Oh My!

Everfree Forest.

Batman was still in a shocked state. The pink horse had seen him hiding in the shadow-- HIM of all people. Not even Superman could see him most of the time when he chose to vanish. How had the pink one done it? There were no goggles on its face—nothing high tech. Besides, technology didn't seem that advanced in this world. And why the pink horse? Did she possess some form of super sight? A sixth-sense?

Batman was upset, not just from the earlier incident, but because he had no leads on Morgaine's whereabouts. He had set his cowl to detect her magic and the cryptographic sequencer to mark any-place she might be hiding, but it was all in vain. Growling, he vented some frustration by delivering a heavy blow to the side of a tree. The impact startled a few birds, which took off in all directions. Regaining control, he sat down and began to meditate. Slowing his breathing and heart rate, he felt himself begin to relax. He would not let his anger get the better of him. If he lost control of his anger, he'd get sloppy. If he got sloppy, he'd then make mistakes. If he made mistakes, people would die.

Now back in control of his emotions, he allowed himself the chance to scope the area thoroughly. Looking around, he noticed a pair of eyes in the bushes. The eyes were green and looked like those of a predator, remarkably similar to that of the earth wolf. Activating detective vision, he raised an eyebrow at the creature. It was similar to a wolf, same skeletal structure, same height, but it was covered in what seemed like wood. Some form of exoskeleton? It hadn't attacked, so he assumed that it didn't intend to bother him, but in his mind he marked its location.

Continuing to travel through the forest, Batman had two priorities; shelter and water. He had heard earlier what he believed to be a stream. Upon finding it, he then followed the stream to a waterfall. Seeing the fall, Batman walked over to the edge and re-engaged detective vision. In a few minutes he had found both water and a cave. Using the grapple gun, he lowered himself to the ground, right in front of the cave entrance.

Walking inside, Batman took note of the surroundings. It was a fairly large cave, tall enough for him to stand in, without signs of any predatory or intellectual inhabitants. When he was half-way into the cave, hundreds of his friends greeted him. Bats came down from the ceiling and began to fly out into the now night sky. Looking around, Batman decided that this would do for a temporary location.

Then he sat down with his dilemma. He knew that finding Morgaine was his number one priority, but he was unsure of how to go about finding her. If he was constantly hiding, he would probably never find her. According to what he had heard on the train, she was already putting some other plan into action. He could try to talk to the horses. They might have the information he needed to find and stop her, but considering his previous experience with the guards, it was obvious they had never seen a human before.

Walking back outside the cave, he decided to roam the forest. Gliding sometimes helped him think and he needed to scout the surrounding area anyway. Grappling back up to the top of the waterfall, he spread his cape and jumped.

"For the tenth time, Scootaloo, we're lost," an upset Applebloom told her friend.

The three fillies had started off to Zecora's on the usual path. After about an hour of walking, they weren't sure which way to go. Applebloom had said to go back while Scootaloo told them Zecora’s hut wasn't too far. All Sweetie Belle could think about was how angry Rarity would be when they got back so late.

Scootaloo had run ahead, prompting the other two to follow their friend. They had headed deeper into the forest before Scootaloo finally gave up and admitted that they were lost. Now with no sure way to know which way was home, the three had begun walking again...and arguing.

"If you had taken time to look at the map, this wouldn't have happened," Applebloom muttered.

"Ha. Ponies like me and Rainbow Dash don't need maps. We naturally know where we're going," Scootaloo retorted.

"Oh yeah? So where are we now?"

"Easy, we're lost."

Sweetie sighed to herself as the other two continued to bicker. She just wanted to go home and see her sister and parents again. She wondered what they were up to.

"WHAT DO YOU MEAN THEY LEFT!?" Twilight screamed, her mane practically on fire. A purple dragon was huddled in the corner, trying to avoid looking the enraged pony in the eyes.

"I-I mean, they were here one minute and gone the next," He stammered, trying to deflect some of Twilight's wrath. "On the plus side, I overheard where they were going."

"And where is that?"

"T-the E-E-Everfree Forest? To Z-Zecora's?"

The ponies outside the library were shocked when they saw a blast of fire go through the roof of the building, followed by the shrieks of one very angry pony.

"YOU LET THREE FOALS HEAD INTO THE EVERFREE FOREST AT THIS TIME OF NIGHT WITHOUT ANY SUPERVISION!? SPIKE!!!!"

The onlookers didn't know what was happening, but what they did know was that the little dragon was as good as dead.

Twilight would have loved nothing more than to scold the scales of Spike, but there were more urgent matters to attend to.

"Spike," Twilight said, venom dripping in her voice, "You go and tell Rarity what's happened and I'll go get Applejack. We'll meet on the edge of the Everfree Forest."

"R-Rarity?" Spike stammered. "If she hears about this I'm double dead."

Twilight stopped in front of the door and turned to look at her assistant.

"Exactly."

The three foals had made no progress in finding a way out. Applebloom and Scootaloo had finally given up fighting and decided just to grumble to themselves. Sweetie just kept her thoughts to herself. If this went on for much longer they might have to-

SNAP.

Sweetie Belle spun around, instantly alert. The other two had heard the noise as well, looking in every direction to see the source of the noise. Then they saw the eyes, eyes of a predatory beast, one that Applebloom’s grandma had warned them about.

Timberwolf.

Screaming, all three of them galloped off into the forest. The Timberwolf let out a long howl, which was followed by similar howls, as more and more Timberwolves came out of the woodwork. The wolves then began to chase the three fillies through the forest, slowly gaining on the terrified foals. One jumped out right in front of the fleeing fillies at a fork in the road, which had a bridge to the left and more forest to the right. Applebloom and Sweetie Belle went left, but Scootaloo made the wrong choice and went right. As Sweetie and Applebloom raced across the bridge, the wolves chasing them stopped, knowing the bridge wouldn't hold their weight. Slowly, those wolves turned their heads to the direction Scootaloo had run and continued the chase.

Poor Scootaloo was terrified. She ran blindly through the forest, without any knowledge of where she was going. Looking over her shoulder, she gasped as the wolves chasing Sweetie Belle and Applebloom were now coming after her instead.

'How can this get any worse?' She thought to herself.

By uttering those forbidden words, Scootaloo turned a corner and ran smack into a sleeping manticore. The creature raised its head, smacked its lips, and then looked down at the pony. Its eyes instantly widened upon seeing an intruder on its territory. With a roar, the manticore swung a paw at Scootaloo, who just managed to duck out of the way, running like crazy. The manticore began to chase her as the Timberwolves ran through the trees out of the manticore's field of vision.

"Somepony HELP ME!" she screamed.

Applejack, Twilight and Rarity were racing through the Everfree Forest, trying desperately to find the three fillies before anything happened to them.

"What if they've been eatin?" asked Applejack, voice full of fear.

"Applejack, trust me, they haven't been eaten," Twilight said, trying to comfort her friend, even though she didn't believe her own words.

"Of all the things to happen, this is THE WORST POSSIBLE THING!" exclaimed Rarity, nearly fainting.

"AAAAAAAHHHHHHHH!" Sweetie Belle and Applebloom screamed as they burst out of the brush, running headlong to their sisters.

"Applebloom, yer alright!" Applejack cried, hugging her sister. Rarity and Sweetie Belle were having the same emotional moment.

"Oh thank goodness the two of you are alright. What were you thinking entering the forest at this time of night?" Rarity asked through tears.

"Idea...Zecora's...heroes...cutie marks..." Applebloom panted.

"Wait a minute, where's Scootaloo?" asked Twilight.

"HELP ME!" all five of them heard the scream echo through the forest.

"HELP ME!"

Batman, who had been gliding about a mile away, heard the cry. Immediately adjusting his course, he turned in the direction of the plea. Unable to see what was happening from the air, he landed with a roll and took off running. Still unable to find out what was happening, he grappled to the top of a tree and activated zoom as well as detective vision. What he saw was a small pegasus running like hell with about twenty of the wolves from earlier following her as well as one angry lion with bat wings and a scorpion’s tail. They were called manticore’s and were myths on earth. Here apparently, they were predators.

He watched as the foal ran out of the forest straight to the edge of a cliff. Looking around desperately, it spun to face the manticore as it came out of the forest, stopping just outside the clearing. The wolves quickly followed, bursting through the brush. Seeing their prey trapped, the wolves slowly began to circle, until one was swatted away by the manticore. The beast roared at the wolves, essentially telling them the pony was his, slowly walking towards her. The pegasus desperately flapped her wings, which made a small buzzing sound, but didn't achieve liftoff. She looked up with tears in her eyes at the manticore, which raised back one massive paw, poised to strike. The pegasus closed her eyes, waiting for the blow.

It never came.

Instead, there was a roar of pain from the manticore, as three batarangs embedded themselves into its side. Batman then descend onto its head, planting both boots into the beasts face. The manticore backed up with a howl of pain, eyes glowing with rage at this new figure. Batman then rose to his full height, standing on eye level with the manticore, with all eyes were now on him. Looking back at the terrified horse, he saw awe and wonder, but surprisingly there was no fear, at least of him. Trying to keep her calm, he simply said,

"Don't worry. You're safe now."

Scootallo's jaw dropped upon hearing Batman speak. Batman then turned back to the wolves and the manticore, which were all watching him carefully. Smiling to himself, Batman walked out into the middle of the predators. Then the real action started.

A wolf lunged at him from behind with a snarl. Batman quickly ducked under its attack, waiting until it was directly overhead before standing up straight, delivering a bark-shattering shoulder to the wolf. As it collapsed, two more attacked, one going low, the other high. When they were close enough, he placed his boot one's head and brought his fist into the other one's jaw. The result was a curb stomp uppercut combo, flattening both wolves.

With a ferocious roar, the manticore joined in the fray. Charging straight at Batman, it didn't notice him whip out his Remote Electrical Charge until he shot it directly into its maw. With electricity coursing through its body, the beast swung its arms in every direction, knocking away a few Timberwolves, howling in pain. Batman quickly closed the distance and started to deliver hammer like blows to its chest and head. When it was stunned, he jumped on to its back, before launching himself into the air over it. He came back down with a bone-shattering elbow to its skull. The manticore crashed to the forest floor, skull fractured and unconscious. Looking up at the rest of the wolves, Batman taunted,

"Who’s next?"

Scootaloo had to rub her eyes three times to make sure she wasn't dreaming. She had been chased through the forest by two of the most dangerous predators known to pony kind only to end up at a cliff. Cornered, she braced herself for the end, when a giant bat creature showed up. The bat was at least six feet and had muscle on top of muscles. Then the creature had then actually talked to her.

"Don't worry. You're safe now."

Scootaloo didn't know what to do. She just stood dumbfounded as the bat walked into the middle of the beasts, before proceeding to kick the crap out of them. It had brought down three wolves with ease in a manner of seconds. When the manticore charged it, the bat fired electricity from its hand, stunning the beast, before finishing it off with a sickening blow to the back of the head. Eyes still glued to the scene, Scootaloo watched as the bat finished of the last two timberwolves, grabbing them each by the throat, then smashing their heads together. The pack leader ran off, with the rest of the wolves running for their lives. The manticore had awoken and stumbled off back into the forest as well. It was now just her and the bat.

Looking up at her protector, she finally got a good look at its face. It had a pinkish lower half, while the top was black and eyebrows in a permanent stare. Its eyes were in a weird position on its even weirder face. It was similar to Spike's face, but without scales. She also looked at its body. The bat's hands were covered by some weird glove-like armor and it had five fingers. Its lower legs were also covered by the same material, with feet instead of hooves. It had a belt on its waist that was gold with a small black item on the side. Finally, looking on the center of its chest, she saw a single black bat.

"Um," she began shakily after a few moments, "I-I would like to th-"

"Scootaloo, you there?" Twilight's voice rang through the forest. The sound of her voice to Scootaloo was better than the bell for summer vacation at the end of the school year. Turning towards the sound of her voice, she yelled,

"Yeah, I'm over here!"

Hearing the crashing sound of Twilight coming through the brush, Scootaloo turned again to the bat, who was gone. Scootaloo's eyes widened and she started to look around for where it went.

"Scootaloo!" Applebloom and Sweetie Belle yelled, tackling their friend. "We're so glad you’re alright. How did you get away from the Timberwolves?"

"Now hold on," Applejack interrupted before Scootaloo had a chance to speak. "I'm sure ya'll want to know, but it's really late and we should be getting home."

"Yes, I desperately need my beauty sleep," Rarity added. "And you can expect us to have a talk in the morning Sweetie Belle."

"That goes double fer you, Applebloom."

The group began heading out of the forest, except Scootaloo who continued to stare at the spot the bat had stood. Why had it come to her defense, only to vanish when the others showed up?

"Is there a problem, Scootaloo?" Twilight asked.

Breaking free of her thoughts, she trotted over to Twilights side.

"Nope, just...thinking," she answered, as they caught back up with the group.

Batman watched as the group of horses left. He was glad to see the orange one was back in the hands (hooves?) of horses she trusted. What had him interested though was what she had tried to say. Was she going to thank him? So far his only good deed got him chased by guards. As accustomed to that as he was, he hadn't expected a thank you. While he had to reveal himself to the pegasus to protect her, he wasn't ready to meet anybody else. He already had one fight with the horses; he didn't want to make it a habit.

Turning away from the group, he spread his cape and sailed back to his cave.

Kindered Spirit

Ponyville, Early Morning.

The Cutie Mark Crusaders were in trouble. Not from a manticore or Timberwolves, but from four very upset ponies. The three of them sat on the ground outside of the Apple family’s barn, prepared for a serious scolding. Applejack started off the lecture.

"Of all the dim-witted, plain out foalish things a pony could do, the three of you went and did. Traveling into the Everfree Forest at night? I thought the three of you were smarter than that!"

"Yeah, going into the forest at night is stupid, not cool at all," Rainbow remarked.

The three foals could only hang their heads at what Applejack and Rainbow Dash were saying. Those two, along with Rarity and Twilight had talked late into the night about what the three fillies punishment should be. Well, the punishment for Applebloom and Sweetie Belle. Since Scootaloo wasn't related to any of them, they couldn't force her to do anything.

"Sweetie Belle." Rarity said with her firm voice, which she saved for when she was upset. “Your punishment for going into the forest is to help the Apple's on the farm today."

"So, I get to work with Applebloom?" Sweetie nervously asked.

"Nope, Applebloom's punishment is she has to help Rarity model for a new clothesline. It's long and boring." replied Applejack.

Both of the fillies groaned at the news. Scootaloo finally spoke up.

"And what about me? What do I have to do?"

Rarity and Applejack exchanged glances, before answering.

"Well, we can't really punish you since you’re not, you know, related, so just head to the orphanage for now." Rarity finally responded with hesitation in her voice.

The Ponyville Orphanage was not a bad place. There weren't many residents, so it was a small building just outside of town. It was the place Scootaloo had been sent to after the accident that claimed her parents’ lives. The old mare there was a kind pony and the food wasn't too bad. The worst thing about it was Scootaloo was one of only three ponies there. She hated the place.

"But I...fine, I'll go...home." She turned to leave, before a voice called her back.

"Hold on," Twilight said, "While I agree that you fillies need to be punished, we still haven't heard what happened yesterday. So if the three of you would kindly tell us why you went into the forest."

Applebloom started off. "Well, we were bored when you went out, cause we couldn't do nothin' without destroying the library. So we went to see if Spike had any ideas. He told us about the heroes in his book. Then Scootaloo had the idea to visit Zecora's place to see if she could make us super ponies."

"I see," Twilight muttered, "Please go on."

Sweetie took over. "Well we went into the forest, but after about an hour, we got lost. Scootaloo had forgotten to bring a map, so we wandered around for a while until..."

"Until?" asked Twilight.

"A bunch of Timberwolves jumped out of the forest and began chasing us." The older ponies remembered the terrifying events from the previous night. "We ran as fast as we could, but we got separated when a wolf jumped out in front of us. Applebloom and I got separated from Scootaloo when we ran across a bridge. The wolves chasing us stopped and went after Scootaloo. We continued to run until we bumped into you. The rest you already know."

Twilight nodded when Sweetie finished, then turned to Scootaloo. "Alright Scootaloo, can you tell us what happened after you got separated?"

Inhaling deeply, Scootaloo began her story. "Well, I continued to run from the wolves as fast as I could, but then I ran headfirst into a manticore. That woke the beast up and caused it to chase me as well! I continued to run until I reached the edge of a gorge. The wolves and manticore had me trapped. I tried to fly away, but..."

"Right, weak wings," Twilight said gently.

"Then what did you do?" Asked Rainbow, focused on the story.

"I-I prepared for the end. The manticore walked up to me and prepared to strike, and then..."

"Then what?"

"I-I'm not sure what it was, but what looked like a giant bat kicked the manticore in the head. Then the bat spoke to me, saying that I was safe. The manticore attacked it, but it launched lighting from its hand and stunned the manticore. Then the bat jumped onto the manticores head, knocking it out! The Timberwolves tried to jump it, but it quickly beat them down as well! Eventually, it was just it and me. I tried to thank it, but then we heard you guys in the forest. When I looked back, it was gone."

Scootaloo looked around at the grown-ups, expecting amazement at the tale. Instead, they ponies had looks of disbelief on their faces. Even Applebloom and Sweetie Belle weren't too sure about the story.

"You guys don't believe me?" Scootaloo asked.

"Look sugarcube, it's a pretty tall tale to swallow, even if it's true," replied Applejack.

"Yes darling, I mean, a giant bat? Sounds a little far-fetched," Rarity commented.

"Are you sure you weren't hallucinating from fear Scootaloo?" asked Twilight, "It's common among ponies in stressful situations."

I'm telling you, it was a giant bat!" Scootaloo yelled at them. Turning to her idol, Rainbow Dash, She asked, "You believe me don't you?"

Rainbow looked around nervously before replying. "Look, I'd like to believe you, but even I don't think that such a creature could exist. I mean, taking on one or two Timberwolves maybe, but twenty? That's a long shot even for me."

"Fine, don't believe me, it doesn't matter," Scootaloo said, heartbroken, turning away. "I just want to be alone." With that, she took off down the road.

"Kid, wait!" Rainbow started to chase after her, but Applejack grabbed her tail.

"Not now Dash, she needs to be alone."

Looking back to where Scootaloo had taken off to, Rainbow expressed her concerns.

"I just hope she's alright."

Scootaloo was running, even though she had no idea where to go. She didn't want to head to the orphanage, that place just depressed her. She couldn't head back to Applejack's, not after what she said. The tree house seemed like the best place for the orange pegasus for the time being.

As she made her way to the clubhouse, she took a moment to look at the Everfree Forest, remembering what had happened the night before. The running, the saving, the giant bat vanishing. Now that she thought about it, she had never properly thanked the bat. She was always taught to thank somepony who does something for you.

With that thought, Scootaloo headed to the forest again.

Everfree Forest, thirty minutes later.

Batman couldn't believe his eyes. There, backing slowly away from three wolves, was the same orange pegasus he had rescued yesterday. The foal had gotten fairly close to the cave he was temporarily staying in, but what surprised him more was that it had come back into the forest after last night's event. Normally a situation like that left a person traumatized. These horses were apparently slow learners. Leaving his perch in the tree, he landed just behind the pegasus.

Upon seeing him, the wolves stopped advancing and growled at him, remembering him from the previous night. He returned their growls with a stare, a very cold stare. After a moment, the wolves turned and left to seek out easier prey. The pegasus looked confused at the wolves’ departure, until Batman's voice made her almost jump out of her skin.

"Either you wanted to talk to me or you really hate living. Let’s hope it’s the first one."

The foal spun around to face him, craning her neck back to look him in the face. Observing her eyes, Batman saw the same emotions from yesterday. Awe, wonder, and shock, but no fear. After an awkward moment, she finally managed to stammer out her message.

"Um, t-thanks for saving me yesterday and I guess, today as well."

Batman simply nodded and turned to leave, heading back towards the cave. "Hey, wait!" the pegasus called and ran up to his side, unsure of how to proceed.

"My names Scootaloo," the filly said, "What's your name?"

Batman stopped and turned to look at her. His name was known as a myth where he was from, one which scared criminals and civilians alike. A name which many feared. This was the name he gave to Scootaloo.

"I'm Batman."

"Batman? Well that's a pretty dumb name," Scootaloo responded with a confused look. Rolling his eyes, Batman continued to walk, with the orange pegasus dogging his ever step, questioning him the entire time.

"So, where are you from? You can't be from around here. Is that your real skin or is it an outfit? If it is, why are you running around dressed like a bat? How did you manage-?"

With a sigh, Batman turned to face Scootaloo. "You’re not going to leave until I answer your questions, are you?"

"Nope!" replied Scootaloo with a smile.

"Fine, ask away," Batman said with another sigh as he continued to walk back to the cave.

"Okay, what are you?"

"Batman."

"Okay, but what species? I've never seen or heard of anything remotely like you."

"I'm a human. A Homo-Sapien."

"Well, you're weird. How did you manage to take down all those beasts?"

"Years of training."

"Are you dangerous?"

"Depends."

"Okay, so how about-"

Batman decided it was time for some questions of his own.

"Why were you in the forest and what were your parents thinking letting you out so late?"

After a few steps, Batman realized Scootaloo had stopped walking. Turning around to face her, he saw she had tears in her eyes. After a moment, Scootaloo answered in a whisper,

"I don't have parents anymore."

Batman stood there silently, her response bringing back memories he kept locked in the back of his mind.

"I'm sorry," he finally said, "I know how you feel."

With a shrug, Scootaloo continued to talk.

"Well, it's in the past. Nothing to be sorry for. Thanks again for saving me at the cliff."

"Why didn't you simply fly away when you had the chance?"

The moment the question left his mouth, Batman instantly regretted it.

Scootaloo broke down and started crying. Years of accumulated pain and sorrow came flooding out as she sobbed. Not quite sure what to do, Batman stood there silently, waiting for her to regain her composure. After a few minutes, she finally let it all out.

"I-I can't fly. My wings have a disorder that causes the muscles to be weak and unsuited to fly. I can still flap them, but beside that, there essentially useless! I hate them!"

He tried to calm her down. "It's alrigh-"

"No its not!" she screamed. "I can't fly, I have no cutie mark, no special talent, and I'm alone! Yes, I have my friends, but in reality I'm alone... so alone."

She started to cry again, deep sobs that racked her small body. At the same time, Batman had conflicting emotions in his heart. He wanted to head back to the cave and continue his search for Morgaine. He really needed to find her before even more innocent got hurt. That would be the easiest choice. But he couldn't bring himself to leave the little horse there, as much as he wanted to. She reminded him of himself moments after his parents had been gunned down in the alley. Scared, alone, with no idea what his future held. But he had Alfred and Gordon there to help him in that dark time. Scootaloo had no-one. With another sigh, he walked over to Scootaloo and crouched down to look her in the eyes. After a moment, she looked up to meet him. Only when she completely stopped crying did he begin to speak.

"I know what it's like to have your world torn out from under you. I know how it feels to lose your loved ones, but you must be strong. Live your life the way they'd want you to. I’m sure your parents would want you to be happy and move on."

'Hypocrite,' he thought to himself, '.You should take your own advice. Look at you, running around battling crime all the while knowing you're slowly destroying yourself. Is that what your parents would want?' Banishing the thought back into his mind and seeing that he had Scootaloo's attention, he continued to speak.

"As to your wings, do you truly believe that you will never fly?"

"The doctors said..."

"I didn't ask what the doctors said, I asked what you believed."

"They said it's impossible that I'll fly."

Batman let a small smile cross his face. "Impossible is what people call something that’s never been done. In my world people said it was impossible for man to fly. Now millions of humans travel the skies each day. They said it was impossible to put a man on the moon, until Neil Armstrong took one giant leap for mankind. They said it was impossible for super heroes to exist. Now one eighth of the world's population are super beings." He looked directly into her eyes and said, "Impossible is only impossible until someone actually does it."

Scootaloo had been listening intently to Batman's every word, her eyes filled with awe at his words. But there was still a bit of doubt in her soul.

"Then why can't I fly?" she whispered.

"Your condition will not be easy to overcome. You will probably need to train for hours to get your wings in flying shape, but the ultimate challenge will be to overcome your self-doubt. I cannot guarantee that you will succeed, but remember this; something’s only truly impossible if you believe it's impossible."

Batman stood up and stretched his legs. When he looked back down at Scootaloo, she was lost in thought at what he had said. When she finally looked up at him, he saw the spark of determination in her eyes.

“Okay, I’ll try…no, I’ll do it!” she said with determination, all doubt now gone.

"How about I walk you back to the edge of the forest?" Batman asked with a smile.

"Sure!" she smiled in return.

The two proceeded to walk back to the forest's edge.

Ponyville, a few hours later.

Twilight was scouring her library, looking for books on bats. She had found vampire bats, fruit bats, along with at least five other species, but nothing on giant bats with incredible combat skills. Spike was looking over her shoulder, tired from a hard day of working. His punishment for letting the girls out was to help Twilight reorganize the library until she liked it. That had taken hours.

"I don't get it Spike. Scootaloo looked so certain that there was the bat creature, but all of my research has proved fruitless. I just don't get it."

"Oh yeah, speaking of bat creatures, in my book there's-"

"Spike, I don't want to hear about your imaginary heroes right now. Now, why would Scootaloo lie to us about a giant bat?"

"Well, Twilight, maybe she-"

Right in mid-sentence, Spike let out a massive belch, as a scroll floated in front of Twilight.

"Oh good a letter from Celestia. Let’s see what it says."

Twilight, my dearest student,
I am sorry to say I bring grave news. The town of Hayfield is gone, with no survivors. All we know about that crime is that a bipedal creature is responsible for the destruction. While we have had no success in tracking this creature, a second one was spotted in Manehatten. Luna and I have gone to investigate. While we are away we ask you to be on the lookout for the creature. If you see it please contact your brother immediately. It resembles a giant bat and is extremely dangerous. Please be careful.
Celestia.

Twilight slowly lifted her head after reading the last line, completely shocked. Spike noticed this and asked,

"Twilight, what's wrong?"

Twilight bolted to the library door, quickly grabbing her saddle bags and strapped them on. Then she turned to face her assistant.

"I'm getting the girls together. We have a bat to find.”

As she dashed out the door, Spike shrugged and muttered to himself,

"With all the research she's done on bats, you'd think she'd like to hear about Batman."

Two Godly Forces

Outskirts of Everfree Forest.

Twilight and the rest of the mane six stood on the edge of the forest , preparing to head inside. Twilight had sent letters to the rest of the girls telling them to meet her on the outskirts of the forest. When they had arrived, they found Twilight pacing impatiently around.

"Finally!" she said sarcastically. "What, did you stop to get something to eat on the way here?" She had gotten there a good thirty minutes earlier than the time mentioned in the letters. The fact that they were "late" had not helped her mood.

"Alrigh,t sugar cube, we're all here. Now what's the big emergency?" Applejack asked.

"Well, Applejack, you remember earlier the story Scootaloo told you, me, Rarity and Rainbow Dash?"

"Yeah, what about it?"

"Well I received a message from the princess and apparently, the bat's real."

Rarity, Applejack and Rainbow's jaws all hit the ground at the same time. "So Scoots was telling the truth?" asked Rainbow, guilt filling up her chest.

"Apparently," responded Twilight, "and I'd like to go and meet this bat so I can see what its intentions are and why it's here."

"Oh, you mean the giant bat I saw the other day! I wonder if he likes parties." Pinkie asked herself.

"Somehow, I doubt it will. Let's go."

The five of them started to head to the for the forest, until they realized that Fluttershy hadn't budged. Turning to face their friend, the ponies noticed that she was, as usual, hesitant to move forward. Rolling her eyes, Twilight walked over to her.

"Fluttershy, what's wrong?"

"O-oh, nothing's wrong Twilight," Fluttershy stammered, "I just think one of us stayed behind to make sure...make sure it doesn't try to sneak out while we're in there."

"Nice try, you're still coming with us."

With that, all six friends headed out to find the bat.

Thirty minutes later, Everfree Forest

It was not in Batman's nature to get excited when something went right, but in this instance, he allowed himself a small smile. The cryptographic sequencer had picked up a very small trace of Morgaine's magic. He had increased the search area of the device by connecting it with his cowls zoom, making it scan where he looked, instead of its ten mile default. The north-west area had given off a small trace of earth magic. That must have been where Hayfield had been located.

Outside his cave, he crouched next to the river cupping his hand and began to drink. He hadn't eaten in quite a while, but as long as he stayed hydrated he was fine. His body could go around a month without food, longer if he was working. He had only taken a few drinks before a sound caught his ear. It sounded like someone walking through the forest.

Five...no, six horses, extremely loud and obnoxious, heading his way.

Batman was a little bit annoyed, but it would be easy enough to slip past the horses and make his way to the forest edge. That was, until he saw through the trees a pink horse hopping up and down. The same horse that had managed to sense him back when he was hidden in the shadows.

'She must have an ability to sense people or horses that are hidden.' He thought grimly. He wouldn't be able to avoid them after all. He simply remained crouched next to stream, pretending to drink, but listening all the while. A faint gasp was heard, followed by what sounded like six horses rushing into the bushes around the clearing. They clearly weren't the stealthy type, as Batman could pick up on their conversations with ease.

"So that's the bat? It doesn't look so tough," he heard one say.

"Hush, Rainbow Dash," another with a southern accent whispered (poorly) to her friend.

"Oh, come on, look at it," the one called Rainbow responded, "It’s not even scary. Big maybe, but I've fought bigger."

"Will you two both stop talking," a third voice chimed in, "It'll hear us!"

"We should go say hi, Twilight!" the pink one said rather loudly.

"Pinkie, hush," the voice belonging to Twilight whispered.

"What is it wearing?" another voice piped up.

"Rarity, not you too," Twilight said, frustration in her voice.

"Come on, Twi, it can't be that bright, look at its outfit," the southern horse spoke, "No sane pony would go around in that."

"Well, Applejack, maybe it wears the outfit because it's not a pony and it's insane!" Twilight retorted.

"Um," a voice so small spoke that Batman could barely make it out, "I think we should just leave it alone."

"Are you kidding, Fluttershy, we can take it!" Rainbow spoke up again, garnering her another shush from Twilight. Having already learned the horse’s names, Batman decided it was time to act.

"I say we rush it on three," Rainbow whispered, "One, two..."

"Three," finished Batman.

He heard all six horses jump at the sound of his voice. He stood up and turned to face the bushes where they were "hiding." He heard them argue over whose fault it was that he heard them before they finally came out. He recognized the purple unicorn from yesterday as well as pink one. The orange one was from the farm, but the other three were new to him. One was a blue pegasus with a rainbow mane and tail. He assumed this was Rainbow. A white unicorn with a well-kept mane was behind her. Rarity. Finally, a yellow pegasus with a pink mane was trying her best to hide behind all of them. Definitely Fluttershy. The purple one was the first to speak.

"Um, what are you," she asked with some hesitation.

Batman recognized her voice from earlier. So this was Twilight. He simply stared at her until she lowered her head and slowly backed up. Rainbow Dash was next.

"Hey, what's your problem she asked you a question." Silence is all Rainbow got in response. Twilight once again tried to speak.

"Um, it's nice to meet you. My name's..."

"Twilight," answered Batman. All six of them looked stunned at his knowledge.

"How did you...?" Twilight began.

"You and your friends aren't exactly quiet." Batman responded.

"Um, yes, I'm Twilight and these are my friends..."

"Applejack, Rarity, Pinkie, Fluttershy and Rainbow," Batman finished for her.

Again, six pairs of eyes looked at him shocked. Twilight was unnerved, but tried her best to keep the conversation moving.

"Yes, those are their names. So, um, mind telling us yours?" Her question was once again met with a silent stare. He wasn't sure if he could trust these horses. The blue one looked like she wanted to try to jump him at any moment, whereas the purple on was studying him like a test subject. Silence was the best option for now.

After an awkward moment, Pinkie hopped up in front of him and unleashed a torrent of questions.

"Do you like parties? Is black your favorite color? I've never done a party with black streamers before but..."

She went on like that for a minute before Twilight pushed her out of the way. She hesitated before asking her next question, one the Dark Knight was not particularly happy to hear.

"Okay, um, I need to ask you to come with us." she began. "The princess would like to meet you and would probably like to have a talk." When he didn't respond, she finished with. "So if you'd kindly follow me..."

He couldn't believe what he was hearing. She literally expected him to follow her to some unknown location where a princess would try to interrogate him for information. He had thought she was the smart one. Before she could finish, Batman gave a simple answer.

"No."

"Excuse me?" Twilight asked, a little stunned.

"You heard me," Batman said, turning to leave. He had already wasted enough time with the horses. He had to get to the site that Morgaine's trail lead to if he wanted to have any hope of tracking her location before she killed again. Unbeknownst to him, an orange pony wasn't taking too kindly to his attitude.

"Hey, wait!" Twilight yelled out as Batman almost vanished back into the forest. Almost. He heard a "Yehaw" and a moment later a rope was around his neck. It wasn't tight, but it was enough to cause him to stop. As he turned to face the horse, the one called Applejack had taken a rope from out of nowhere and lassoed Batman. Big mistake.

"Mah friend said wait," she muttered through the rope in her teeth. He was not amused.

"You have five seconds to release me before I act in self-defense." Batman began, thinking of how to bring them down. He could probably beat and/or break them in a matter of seconds, but his conscience held him back. These weren't trained guards getting paid to fight creatures like him. They were civilians, horses trying to do what they believed was right. He would have to neutralize them without hurting them. That would be tricky.

"Five," he began the count.

"Applejack, what are you doing? Let him go!" Twilight yelled at her friend.

"Not until he tells us who he is and what he's doing here." Applejack replied.

"Four."

"I agree with AJ. He hasn't been cooperating. I say we hogtie him and bring him gift wrapped to Celestia's." Rainbow said.

"Three."

"Girls, we can't do this. Yeah, maybe he was a little rude, but we can't just tie him up!"

"Are you kidding? I say go for it."

"Two."

"Twilight, he's real, which means Scootaloo was telling the truth. That means he brought down twenty Timberwolves and a manticore. We need to subdue him!"

"One."

"I know he's dangerous, but we can't..."

"Come on Twi. We'll only rough him up a little.

"Twi, the lasso's stayin' on and nothin' you say will-"

"Zero."

As soon as the word left his mouth, Batman pulled the rope off his neck and gave it a hard yank. Applejack hadn't been ready for the sudden movement, so she was yanked through the air straight towards Batman, who caught her in one hand and slammed her to the ground. Using the rope she had used, he quickly tied all four of her legs together, preventing her from moving. One down, five to go.

At the sight of her fallen friend, Rainbow roared in rage and charged Batman. His response was to simply side stepped her attack and watch as she collided with a tree. She quickly got to her hooves and tried to tackle Batman again. As Batman continued to dodge her attacks, he noticed she got angrier with each miss and her aim and reflex time slowed down. With one more push, he might get her unfocused enough to spring a trap.

"Maybe they should call you Rainbow Crash," he said, "Seems more accurate." Watching her face, Batman knew he hit a nerve.

Rainbow Dash was seeing red. This bat dared to insult her, the greatest flyer in Equestria? Launching herself into the sky, she dove back down in an arc before leveling out, screaming towards Batman, practically vertical with the ground. Batman prepared his next move, getting the timing down in his head. She was fast, but she was no Superman. Waiting until the last second, Batman ducked down while at the same time lobbing a freeze grenade to where he had previously been standing.

Rainbow Dash was far too angry to properly see his plan until it was too late. She collided headfirst into the grenade, instantly freezing her solid. She dropped to the ground and slid for twenty feet before crashing into a tree. Two down, three to go.

A loud bang behind him caused Batman to turn around quickly. He felt a projectile hit his suit and braced himself for the pain that usually follows. Instead, the "projectile" splattered against his suit like cake. Looking down, Batman couldn't believe it. It was cake. He had been shot with cake.

"Nopony makes a fool of my friends! Prepare yourself meanie-bo-beanie, for Pinkie Pie's PARTY MIXER!" screamed Pinkie, firing a cannon that she had seemingly materialized out of thin air. The cannon fired cakes, party hats; he was pretty sure he saw an alligator fly past him.

'Enough of this nonsense.' He thought. Pulling out another freeze grenade, Batman waited until there was a lull in her shots before tossing it down the cannons barrel. When Pinkie fired this time, the cannon exploded, freezing her inside a strawberry flavored glacier with a smile frozen on her face.

"Hey, I'm delicious," she mumbled through the ice. Three down...

Batman spun around quickly after a diamond whizzed by his head. Now facing Rarity, he was greeted with a hail of gemstones raining towards him. He began to dive, duck and dodge to avoid being hit. Rarity, with a look of fury on her face, taunted him the entire time.

"You uncouth, horribly dressed ruffian! How dare you hurt my friends!"

"Rarity, stop!" Twilight pleaded, trying to help AJ out of her own rope.

"Twilight, he has already beaten three of us. We must make a stand now. For good fashion sense!"

Taking a batarang out of his belt, he aimed for the side of her head. Right before he threw it, a gem clipped his arm, knocking his aim slightly off. Even with his aim altered, since he was sure it would hit, Batman released it anyway. As it flew towards Rarity, she barely noticed it out of the corner of her eye and managed to dodge it, for the most part. With the bad aim and her last second dodge, the batarang didn't hit her in the head.

Instead, it sliced off her mane.

The battlefield suddenly fell quiet as Rarity gazed down at her lovely mane, which now rested in the dirt. A moment passed before she ran straight past Batman and looked at her eeflection in the river. Gazing at her now maneless self, she did what any lover of fashion would do in a similar situation.

She fainted.

Four down. Taking a quick reprieve, Batman gave himself a chance to analyze his situation. The only two left were Twilight and Fluttershy. He was fairly certain that he’d have no problem with the latter and Twilight wasn’t attacking. Batman took a breath of relief, until he heard what sounded like the wrath of hades being unleashed.

"HOW DARE YOU!"

Batman spun to face yellow pegasus, who immediately looked him right in the eyes. The moment she did, a huge wave of guilt and fear washed over him. He felt, no he needed to apologize to the horse, to get on his knees and beg for forgiveness. He was trapped in the stare.

"Thanks, Fluttershy," Twilight said to her friend, "That was getting out of hand. Now then, tell him that he is going to come with us whether he wants to or not. Fluttershy?"

As Twilight turned to look at her friend, something happened that had never happened before. Fluttershy, with the stare still active, was backing up. It was as if an unstoppable force had met an immovable object. To this day, ponies throughout Equestria will tell you trembled a little on that day, for reason they weren't sure of. The stare, one of the most powerful weapons in Equestria, was being overpowered by a force greater than even it.

Fluttershy was staring into the bat glare.

Fear.

That was the only emotion going through Fluttershy's mind as she stared into the bat's eyes. She finally saw what the bat truly was. It was terrifying. It's eyes showed her the strength, the rage, the sheer unstoppable will of the beast. She had looked into a cockatrice's eyes once without even blinking, but this, these eyes immobilized her as if she was stone. His eyes were cold, dark and without emotion. She felt like curling up into a ball and crying.

Then something caught her eye, something beyond the rage and terror, something that felt...different. Forcing herself to look beyond the glare, she went deeper into his mind. As she passed the glare, Fluttershy was shocked to find a whole new set of emotions here. Agony, loss, lonliness and pain. So much pain. She realized she wasn’t looking into the bat's mind anymore, she was looking at its soul. This is how he really felt and these were his real emotions. She saw a warrior for justice, a desire to protect the weak and guilt for him surviving. These new emotions caused Fluttershy's eyes to fill with tears.

Then she reached a memory, a memory that was at the very center of his being. Fluttershy hesitated for a moment. She knew this memory is what drove him, but would it be a happy one or something horrifying? She chose to dive into it.

She found herself in what looked like an alleyway on a dark and stormy night. Looking around, she thought she saw four figures at the end of the alley. Thinking one of them must be the bat, she started to walk over. As she got closer, two loud cracks pierced the night followed by a child’s scream. Horrified, she rushed over to find a creature similar to the bat, but smaller, on its knees, with two other creatures lying dead in the street. She could only watch as the small creature began to cry to itself. She felt terrible, even though she didn't know what it was. What Fluttershy did know is that it had lost others it cared about. She tried to put her hoof on its shoulder, but it passed right through the memory. All she could do was sit with it while it cried. Then the creature stopped crying and began shaking. When it looked up, she looked into its eyes. Eyes now filled with purpose and vengeance. Eyes that belonged to the bat.

With all her might Fluttershy tore herself from the bats memory. Shaking uncontrollably, she curled up into a ball and lay there whimpering. Batman assumed the glare had done its job and turned to face the last horse. When he faced her, he, to his regret, discovered why she hadn't attacked. Twilight had been concentrating all her power into her horn, which was now primed and ready to fire. The sight of her closest friends being taken down had pushed her beyond negotiations.

"It's over," she whispered, unleashing her magic blast straight into Batman’s chest. His suit was barely able to contain the power of the magic that flowed into him as the spell impacted. The force was enough to push even him back a few feet. Even though the suit protected him, the magical energies still hurt. After a few agonizing seconds, the batsuit finally began to do its job. Transferring the magical energy into his gauntlets, Batman swung one fist into the ground, dispersing the energy in a large shockwave, blowing Twilight backwards.

Panting, Batman quickly got back to his feet, bracing himself for another magic blast. When the attack never came, he looked up at Twilight to see why she wasn’t attacking. With one look at her, he knew the fight was over. She could barely stand and a few pitiful sparks was all her horn could manage. She had used herself up on that last attack and he could read defeat in her eyes. That attack had been her ace, her final play and he had withstood it. Slowly, he began to walk towards her, watching as she fell over trying to back away from him. He grabbed her by the throat and lifted her up to his eye level. Looking into her eyes, he read the thoughts going through her mind.

'This is it. It's over. He's going to kill me and I can't stop him!'

Bringing her face a few inches away from his, he glared into her eyes for a moment, before simply saying,

"You lose."

Batman dropped Twilight and headed back into the forest, leaving six defeated ponies behind him.

Nuresry Rhymes

Morgaine's Castle, Location Unknown.

"Now Trixie, it has only been a few days. Are you certain that you wish to attempt something of this magnitude?" Morgaine asked her apprentice. The two of them had found an old and abandonded castle hidden in a forgot part of Equestria. It was here that they now made their home.

"Yes, I am ready." Trixie replied, preparing her magic.

Trixie had been practicing for two straight days under Morgaine's tutelage and her magical energies had already multiplied ten-fold. She had learned inferno spells, teleportation spells and her personal favorite, mind control. Morgaine was impressed at how fast Trixie could learn when she was determined. With her student already mastering high level spells, Morgaine couldn't tell her no when she asked for a chance to prove herself.

Morgaine had placed the dimensional stone on the ground in the center of the room. Trixie's test was to help her re-open the portal to her world. Once open, she would bring her army to Equestria.

"Alright, I will use my mystic powers to tap into the stones dimensional power while you use your power to try and tear open a rift. It will take immense concentration. Are you sure you're ready?"

"I said I am ready."

"Good." Morgaine unleashed a tendril of energy towards the stone, which floated in the center of the room. Struggling, Morgaine slowly began to activate the dimensional effect. The cracks in the stone began to glow bright blue as her power coursed through it. Trixie prepared her magic and fired it directly into the center of the stone. The room began to tremble as their combined magic slowly tore a portal through dimensions. Trixie got her first look at Morgaine's world. The cities were huge, buildings as tall as the clouds towered over the people. Carriages without horses pulling them raced through the street. The people are what fascinated Trixie most though. There were literally millions of them, even if they did look all the same.

Things then began to go wrong. The stone's structural integrity began to give way under the two sorceress' power. Morgaine struggled to keep it from breaking apart as Trixie tried to keep the portal open. It was in vain, as the portal slowly began to close. Realizing her efforts were futile, Trixie started to pull her magic out of the stone. What she didn't notice was that another presence had been grabbed by her magic and dragged through the now closed portal. A blinding flash of light filled the room, stunning Trixie and cutting off her magic.

"Ugh," Trixie moaned, feeling the after effects of the magic blast back. As the smoke began to clear, she saw Morgaine standing next to her. Ashamed at herself for failing, she tried to apologize.

"Master Morgaine, I...I'm sorry for failing you. Please give me a chance to redeem myself."

Much to her surprise, Morgaine began to laugh, a laugh that echoed throughout the entire castle, making Trixie feel uneasy.

"Failed? Why my dear apprentice, you have given me a most generous gift." As Morgaine began to laugh again, Trixie realized Morgaine wasn't looking at her. Following her masters gaze, she gasped at what she saw. A giant creature, at least eight feet tall was standing where the stone had been. The dimensional stone was fused into its skin, becoming a part of it. The creature seemed to be materializing, indicating the dimensional stone had brought it to this realm.

"Wha...What is that?" Trixie asked her teacher. Morgaine waked up to the creature and muttered a few incantations. The beast eyes turned green as she placed it under her power. Turning back to her student, she replied,

"Why it is just what we need to get rid of the bat. You know where he is, correct?"

"Yes, he is located just outside a town called "Ponyville."

"Good, let us send him...an old sparring partner."

Ponyville Hospital.

"Twily!" Shining Armor yelled as he burst into the hospital room where his sister and friends were being kept. The mane six were each seated at various point in the room, nursing their respective wounds. Rainbow Dash and Pinkie both had their hooves in a tub of hot water, covered in blankets and shivering. Applejack had rope burn on her legs and was applying an ointment to help alleviate the pain. Rarity had a hood over her head and refused to look anypony in the eye. Fluttershy was staring blankly at the wall, seemingly lost in her thoughts. Shining Armor's eyes then rested on his sister.

"Twilight, are you alright? I came down with some of the Royal Guards as soon as I got your letter. Why didn't you contact us before going after that...thing?" When she turned to look at him, Shining was shocked to see defeat in his sister's eyes.

"Am I alright?" she asked, rage slowly building, "No, I'm not alright! We were humiliated by the bat! Do you hear me HUMILIATED! It took us down as if we were foals and barely broke a sweat doing it!"

"It's alright. You're all safe now."

"Safe?! Until that bat is caught, nopony is safe! We need guards, patrols; I should be out there trying to find it!"

When she stopped to breathe, Shining took a moment to give her an update. "Well, we have nearly fifty guards searching the forest for it. It won't be long before it's caught. Also, Princess Luna asked me to tell you she will be arriving late for Nightmare Night tonight." When she failed to respond, Shining got really worried.

"Twi, what happened?"

"What happened? The spell I've been practicing for months with Celestia, the one that could bring down a hydra, failed me! You hear that? I used my most powerful spell ever, designed to bring down creatures like Discord and you know what happened? The bat shrugged it off! All my practicing, all my studying and for what? NOTHING!" With a groan, Twilight walked over to the window and started to stare out of it. Shining Armor looked at the rest of the girls. Each seemed as depressed as Twilight. Turning to face Nurse Redheart, Shining asked, "What happened to them."

"From what I can tell Applejack got tied up in her own rope, pretty embarrassing for somepony like her. Rainbow and Pinkie were frozen solid. We had to chisel out Rainbow, but Pinkie apparently ate her icy prison. Rarity, well, let's just say she had a bad hair day. Your sister is, as far as I can tell, having another one of her episode. Fluttershy's the one I'm most worried about. All she's done since she came here is stare at the wall, but as far as I can tell, their all healthy." The nurse paused before continuing. "Try talking to Fluttershy, she needs it."

"Alright, I'll talk to her."

Walking over to Fluttershy, Shining sat down next to her.

"Fluttershy, are you okay?"

After a minute, Fluttershy snapped out of her trance.

"Oh, I'm fine, just a little shook up. Don’t worry about me."

"Are you sure?"

"Yes, I'm sure. Thank you."

With a nod, Shining got up and made a decision.

"Alright everypony, listen. Tonight I want you all to go out and enjoy yourselves. Dress up, get some treats and have fun. That's an order." Pinkie was, naturally, the first to recover.

Jumping to her hooves and racing to the door, she exclaimed, "Oh right, tonight's Nightmare Night! I've got to get a costume."

"Yeah, and I’ve got some scaring to do," Rainbow said with a chuckle while following her friend, regaining her spirits.

"Well, it is custom for the Apple family to give out caramel apples tonight. Guess ah'll go as well." Applejack picked herself up and left.

"I already look like a monster, might as well go out on a night designed for them." Rarity sighed as she left the room.

"Come on Twilight," Shining begged his sister, "You've got to get the bat off your mind." After a minute of thinking it over, Twilight surrendered with a sigh.

"Fine, I’ll go out, but only because you asked."

She and Shining turned to leave, but Shining stopped at the door and turned to look at Fluttershy, still staring at the corner.

"Fluttershy, are you coming?"

"Oh, yes, I'll be there in a minute."

As he left, Fluttershy went back to her thoughts. She was thinking about what she had seen in the bat's eyes. The pain, suffering and the loneliness, how could a creature live with so much agony? Yes, it was as dangerous as Celestia had said and it could have killed them all with ease, but one question still botherd her. If the bat was so evil, then why did it let them live?

Night, later that day.

"Spike if you don't come down right now, I'm leaving without you!" Twilight called up at her assistant. The two of them were going out together and she had even decided to try collecting candy, even without a costume. Anything to take her mind off what had happened earlier. The door to her bedroom swung open, with Spike standing there in his costume. The suit was blue, with a red cape and an s emblazoned on his chest. He stood there with both fist on his hips, sticking his chest out triumphantly.

"Spike, what are you wearing?" Twilight asked, after a moment of silence.

"I'm Super-Spike!" he yelled, jumping down the stairs and landing on his feet.

"Super-Spike?"

"Yeah, I'm based off of Superman from my book. I call fly, shoot lasers; all that cool stuff."

"Let's just go," Twilight said with a small sigh. His obsession with heroes was getting out of hand.

As the two of them left the library, ponies everywhere were already out having fun. It was only just starting to get dark, but the Nightmare night vibe was still in the air. The decorations were the right level of spooky; not too spooky, but not lame. Some of the activities for ponies to enjoy were bobbing for apples, the spider toss; fun games for ponies of every age. The CMC had even been allowed to go out, even if they were still grounded. All around Twilight and Spike, ponies were enjoying the night. Twilight spotted her friends and headed over.

The two of them walked over to where their friends had gathered, along with a massive crowd. Applejack was dressed as a samurai, with a white robe and sword. Rarity had one long black cloak, which covered her missing mane. Fluttershy was a cat. Rainbow was a zombie, with a hat to make it look like her brain was falling out. Pinkie was...a strawberry flavored iceberg.

"Happy Nightmare Night, girls," Twilight greeted her friends, who returned the greeting, "So, what's up?"

"We're about to start the costume contest. Everypony with an awesome costume is ready to be judged." Rainbow explained.

"So are all of you entering the contest?"

"Yep, well 'cept for Fluttershy. Poor girl's still upset about earlier," Applejack said, shaking her head at Fluttershy, who was staring off into space.

"Spike, darling, what are you wearing?" Rarity asked, giving his outfit a questioning glance.

"I'm Super-Spike, defender of ponies!" He puffed out his chest as he said this, until he lost his balance and fell backwards. The six ponies laughed at him for a moment before a voice cut through the laughter.

"Everypony gather round! We will now begin judging the costume contest!" Mayor Mare yelled into the microphone from atop the stage. As everypony waited, she began scanning the crowd for the best costumes. She called up a pony dressed as a steed in armor. A pony that looked like a ninja was called up as well. Pinkie and her iceberg was somehow selected, as well as Applejack's samurai outfit. These four stood up on the stage, waiting for the judges to decide the winner. After a few minutes of the judges discussing off stage, Mayor Mare came back on stage to announce the results.

"Mare's and gentlecolt's, we have the results," she said, opening an envelope, "And the winner is..."

"Hey what about that costume?" A pony in the crowd interrupted, pointing to the right of the stage. Everypony turned to look at where she was pointing. There stood a giant zombie, eight feet tall, with grey skin and scars all over its body. It had white hair and yellow eyes.

"Now that's a zombie!" somepony shouted.

"Quite the impressive costume," Mayor Mare agreed.

Ponies began to gather around the costume, congratulating whoever was inside on an amazing job. Twilight and her friends stayed back, eyeing the "costume" suspiciously. It looked way too real to be a costume, but what worried them the most was that it was similar in size and shape to the bat. They watched as it took a few shambling steps forward, turning its head to look around at all the ponies. It groaned and raised one arm into the air, its hand clenched into a fist.

Everfree Forest outskirts.

Batman had been having a terrible night. After his little brawl with the horses, he lost Morgaine's trail. He had tried to head back to his cave to regroup, but when he arrived he found the place overrun by guard horses. One of them had spotted him and he was forced to flee into the forest. Batman had run headlong into a patrol and had to incapacitate them. That little skirmish attracted more attention to him and eventually he decided it was best to leave the forest. He was pretty sure the extra guards were a response to the horses he had battled earlier.

'One of them must have had friends in high places,' he mused to himself, reaching the forest exit, 'The forest is no longer safe for me. I may have to sneak onto another train and find a different town. Maybe then I cou-'

A roar pierced the night, making Batman and a whole lot of birds jump. The roar was immediately followed by screaming, a lot of screaming. Batman turned to look at Ponyville, realizing that was were the screaming was coming from. Pegasi guards were flying towards the town, followed closely by the others. Something very serious was going on. Should he help? There were plenty of guards already on the way, was he really needed? Another scream answered his question. Leaving the forest in a dead sprint, he headed for the town. He was just outside Ponyville when he spotted an injured horse laying in the road, bleeding from a cut on her leg. She had a gray coat with a yellow mane and her eyes were skewed, but both had a look of terror in them. Kneeling down next to her, Batman asked,

"What happened? Who did this?"

She didn't answer his question directly. In fact, he was pretty sure she hadn't heard him at all. Instead, she slowly whispered a nursery rhyme to herself, a nursery rhyme Batman was all too familiar with.

"Solomon Grundy, born on a Monday."

Night vs Knight

Ponyville.

Princess Luna was an example of the wrong place, wrong time saying. If she had arrived in Ponyville a few minutes earlier, she would have seen Solomon Grundy destroy the town and would have been able to help Batman and the mane six defeat him. However, that didn't happen, so all she saw when she entered Ponyville for her holiday was destruction and bodies everywhere, with a giant bat creature standing in front of the weary Elements of Harmony. So she did what anypony in her situation did.

She attacked.

Batman rolled to recover from the surprise attack from behind. Turning to face his attacker, he was stunned at what he saw. It was a midnight blue pegasus, but it had a unicorn horn and was only a few inches smaller than him. Her mane looked like a constellation in the Milky Way. She had an air of royalty about her, which probably made her one of the princesses he heard about. He threw himself out of the way of another magic blast, one that turned the rubble it hit into ash. Whatever she was, she meant business. Since he was still tired from the battle with Grundy, she was the last thing he needed.

"HOW DARE YOU ATTACK OUR SUBJECTS!" Princess Luna roared in the Royal Canterlot Voice. She sent blast after blast at Batman, who managed to duck or dodge out of the way just in time. The mane six rushed to Luna, trying to get her to stop.

"Princess Luna, you don't understand, it-" Fluttershy began, until a sphere of purple magic enveloped her and the other five.

"Do not worry my friends, this barrier will keep you safe until we defeat the beast!" With a yell, Luna charged at Batman, completely oblivious to the protests of the six ponies. Batman threw a batarang at her head, only to frown as it bounced off a barrier. Luna laughed at his attack.

"Do you think that your puny toys could hurt us? You are pathetic." Batman let three more batarang fly, all of which bounced off her invisible shield. Luna used her magic to levitate some of the debris to circle around her, before tossing them at Batman. He pulled out the REC launcher and began to weave in and out of the debris storm, taking pot shots all the while. The REC charges were simply absorbed by her barrier, while the debris got closer and closer to hitting him. Diving behind an overturned vendor stand, he pulled out three more batarangs, this time with an anti-rang among them. After his first two attempts, he believed the horse would think her barrier would stop all his projectiles. She was in for a surprise.

Vaulting over the stand, Batman let the three batarangs fly. As Luna continued to shoot magic at him, she was oblivious to the three projectiles heading to her. The first two bounced off her shield, but the third sliced right through and smacked her on the horn. The rang did its job and temporarily de-activated her magic. Luna tried in vain to get her horn to work, unable to produce any of her great magic.

Seeing his chance, Batman closed the distance between him and the princess. She lashed out with a fore hoof when he got close, which he easily ducked and responded with a hard uppercut to her sternum. Hearing a "oomph", Batman continued the assault. A shot to the leg, a jab to the ribs and a head-butt was enough to daze the princess. Batman grabbed her neck and spun, throwing the horse onto the ground. He leaped into the air to finish her with a ground pound, only to watch her roll out of the way. She stood up and glared at Batman, seething with rage. With all her effort, she began placing power into her horn. The effects from the batarang had worn off and Luna took advantage of it. Her horn crackled with power as she faced Batman.

"We've had enough, creature!" she spat, "Now you fall."

Batman braced himself for her attack. Remembering the spell Twilight had used in the forest, Batman calculated he had about two seconds to move before the spell reached him after she fired it. That would be plenty of time to get out of the way.

"Whoa, you were right Scootaloo, he is real! I'm so glad we came back to watch!"

Time slowed down as Batman felt his heart drop into his stomach. Slowly, he turned his head to look behind him. There, about twenty feet away, were three fillies. He recognized Scootaloo, but not the other two. The ponies had begun to come back into the town, believing the battle to be over with the arrival of Luna. His eyes widened as he realized that the three fillies were in the line of fire. Luna, unaware of the CMC, chose to fire her spell while Batman was distracted. Batman turned and watched as the spell slowly got closer, considering his options. If he dove out of the way, he would survive, whereas the fillies would surely die. If he took it head on, there was a good chance he would die. It was no choice.

Batman crossed his arms over his chest right before the blast connected. He had expected pain, but what he got was far worse. Batman roared in pain, his body burning as if it was on fire. The suit managed to prevent the pure magical energies from killing him, but the force of the impact rocketed him across the battlefield and straight into a metal poll. He felt his head bang against the poll, then everything went black.

Luna paused for a moment, breathing heavily. Her spell had launched the bat into a pole, where it now lay, unmoving. She walked over to it, surprised to see it was still breathing. Her horn glowed once again as she aimed it straight at its head, prepared to fire, until...

"Princess Luna, wait!" Fluttershy yelled, flinging herself between Luna and the bat. Luna's shield had fallen when Luna used her last attack. Twilight and her friends had been watching the entire battle, so the moment the shield fell, Fluttershy stepped in to stop Luna from killing the bat.

"Fluttershy, get out of the way. This creature is dangerous and must be dealt with." Luna responded, trying to get past her.

"You don't understand, Princess. The bat isn't really bad," Fluttershy said to her, desperation in her eyes.

Luna paused momentarily, surprised at what Fluttershy said. "Elaborate."

When the other five arrived, Fluttershy began to tell Luna what had happened, from their battle in the forest, to his saving Twilight from Grundy. It had taken some convincing for Luna to believe something like that existed, but looking at the destruction, she couldn't deny it. As Fluttershy and her friends talked, Luna's frown grew deeper and deeper. She didn't know what to make of the bat the creature that she considered evil. But she knew some pony that would.

"Very well, we shall take it to Celestia." Luna covered all of them in her magic, teleporting them to Canterlot.

Canterlot, Dungeon.

The first thing Batman noticed when he woke up was that he hurt. A lot. The next thing he noticed was that he was in a prison cell. It was an old fashioned cell, with the rusty bars and the flat bed. The bars were so bad that he probably wouldn't need his belt to get out. At the thought of his belt, he looked down and saw that the horses had left it on him. His respect for their intelligence went down again.

He was still debating if he should try to escape or wait and see what they were going to do to him, when the door to the dungeon swung opened and the princess from earlier walked in. She walked right to his cell and looked through the bars at him, anger in her eyes. Well, her good eye, as her right one was swollen from where Batman had head-butted her. She pulled up a chair and sat down, glaring at him.

"We'll be blunt, creature. We know you are intelligent and we know you can talk. This is an interrogation and you WILL answer our questions. Understand? Question 1; why did you fight against the creature known as Grundy?"

Batman walked over to the bed and sat down, looking the horse in the eye. Instead of answering, he chose to remain silent, angering the princess even further.

"Your silence does not help your cause, creature," she angrily said. Something about him just made her furious. The princess didn't like a second creature of the night in her castle. "Do you not know who we are?"

"A unicorn bitten by a radioactive pegasus?" he guessed dryly. The joke did not go over well with Luna.

"We are an alicorn, an old and powerful race. We are called Luna, Princess of the night and mover of the moon!"

Batman raised an eyebrow at this. She could move the moon? It would require a lot of power to do that. Then again, Superman could do it, so maybe her statement wasn't complete bull.

"So you rule over the horses." he muttered to himself.

"You really are slow, aren't you? My sister, Celestia shares ruling with us. She takes the day, we have the night. Everypony knows that."

"I take it she moves the sun then?" Batman said in a carefree voice.

"You aren't as dumb as you look. Yes, she is Princess of the sun and you will show her respect when you meet her."

"So we must be in that giant castle I saw on the mountain."

"Canterlot. We thought ever creature knew of it. Guess not," Luna said mockingly.

As much as Batman hated her attitude, he continued.

"So the guards I fought were royal guards. Don't bother answering that one, I know I'm right. The only thing I'm not entirely sure of is where we are?" he asked, feigning ignorance.

"We are in the continent of Equestria, home to all types of ponies, griffins and dragons. The entirety of which is ruled by us and our sister. That's right, we rule over a continent. What do you think of that, creature?" She jeered. To her surprise, Batman smiled.

"I think this interrogation has gone very well. I did not know some of the things you told me, but thank you answering those questions. Anytime you want to start your questioning, go right ahead," he chuckled and leaned back against the wall. It took Luna a few seconds to realize what he was hinting at.

Her face turned bright red as blood rushed to her face. She got close to the bars and began to flood magic through her horn, when the prison door flew open and a guard stepped in.

"Princess Luna, Princess Celestia is ready to meet the bat now."

"Well creature, it seems you will face my sister sooner than expected. We hope you’re ready." Luna said, opening the cage door.

The guard walked over and put hand cuffs on Batman, before he and Princess Luna started to walk up to the throne room. Batman broke the locks with ease, but kept the cuffs on, deciding to save that surprise for later. The three of them walked out of the dungeon and into the palace. Batman would be lying if he didn't say he was impressed.

The entire palace was made of white marble and gleamed as if it was its own sun. The decorations were nice, but not the overwhelming kind you see in most castles. Every inch of it was clean and bright, so clean that Batman wondered how Alfred would react if he saw this. He'd probably be able to find some microscopic bit of dust. After a few steps, about twenty more guard horses showed up. At least the guards had brains. They walked all through the castle until they reached a pair of giant, oak doors covered in gold, which swung open to reveal the throne room.

Looking around the room, Batman saw the six horses from earlier., Twilight, Applejack, Rarity, Pinkie, Fluttershy, and Rainbow Dash. They all eyed him curiously, except for Fluttershy, who hid behind her mane. There were windows and a red carpet, but what really caught his attention was the horse on the throne. She was the same species as Luna, except with a white coat and at least a foot taller. She radiated power and had an air of leadership. Batman instantly placed her as Princess Celestia.

The guards and Luna knelt upon enter the room, but Batman remained standing. This did not go unnoticed be the guards.

"Kneel before the her Majesty," he said, hitting the back of Batman's knee. Batman responded with a kick to the jaw that knocked some of the guard’s teeth out. In an instant, ever guard in the room had surrounded him, poised to strike, until a voice talked them down.

"Lower your weapons and please back away," Princess Celestia asked. The guards begrudgingly backed off, letting Batman look her right in the eyes. To her credit, she looked back without flinching.

"I am Princess Celestia," she said, "and I would like to speak with you."

In the back of his mind, Batman figured this would be another situation he'd have to fight his way out of. He wasn't looking forward to it.

Bat Glaring at the Sun

Location Unknown.

"Well," said Morgaine, feeling Grundy's energies vanish, "it seems that Grundy has failed me. I should have expected as much from a mindless brute."

"Master, I again apologize for failing with the portal. If I had been able to open it, we could have used your army to destroy the bat and take Equestria." It took a second for Trixie to realize that Morgaine wasn't listening to her, instead she was deep in thought. The unicorn waited for her teacher to answer, but when she didn't, Trixie asked a question.

"What bothers you, my Master?"

"Oh, nothing much. I just realized that in order to complete my master plan I will need another dimensional stone. The one I previously owned was most likely destroyed or taken by Batman. Well, Trixie, do you have any ideas to where we might find another one?" Morgaine asked, casting a questioning glance at her pupil.

Trixie racked her brain, trying desperately to think of if there was another stone. Morgaine was giving her a chance to redeem herself and she couldn't fail. Then she remembered an old tale about how Star-Swirl the Bearded was able to travel through multiple dimensions. It was just a legend, but that story was all she had.

"There is a story about how the greatest unicorn who ever lived, Star-Swirl the Bearded, used an ancient artifact that enabled him to travel to many different universes. Unfortunately, most of the details have been lost to history."

"Is there any place where we could refresh your memory on the story?" Morgaine asked. She was certain that this legend was real; it would explain why unicorns had been seen in the past. All she needed was more information.

"I believe there are a few books on the story at the Stalliongrad library, but the security there is impressive."

Morgaine began to laugh, causing Trixie to back up a little. Security? More like extra minions for her "pony army." Stalliongrad would be a good opportunity to add more minions to her ranks and for trixie to practice her magic.

"I knew I picked you for a reason. You have been a most useful assistant," Morgaine said to Trixie, who began to smile at her Master's words, unable to recall the last time someone praised her, "Now come, we have to pay a visit to Stalliongrad."

"Yes, Master," Trixie said, smiling to herself.

Batman looked around for all possible escape routes. He could try to push past the guards and escape into the castle. He could dive out the window and try to glide to safety. Those all seemed like good options. However, he was curious to see what Celestia wanted to talk to him about, so he stared up at her, waiting for the princess to speak.

"I have heard from my student the events that went down in Ponyville," Princess Celestia began, eyeing Batman with a questioning glance, "Would you like to explain your actions and how you seemed to know the beast called Grundy?" Instead of responding, Batman went with his strong suit and remained silent. The princess had a voice like honey, a voice that could get answers out of people, the kind of voice he hated. When he didn't answer, Celestia moved on to her next question.

"Well then, would you at least tell me your name?"

Once again, silence was what the princess received for an answer. Batman saw that his silence was beginning to get to her, something he let himself smile a little at. Celestia realized she wasn't going to get any answers out of the bat, so she turned to her sister.

"Luna, you fought with the bat. Is there anything you can tell me?"

"Well, sister, we can say that it is extremely powerful. It nearly defeated us and that was after its battle with the creature called Grundy," Luna said, remembering her fight, "It even managed to pierce our most powerful barrier. It is nothing short of dangerous."

"Thank you, sister." Celestia turned back to look at Batman, "I know you are the creature that was spotted in Manehatten. Why did you save that foal from the burning building and get yourself spotted when you could have easily escaped? Not going to answer? Alright, why did you attack my guards and vanish into the night?"

With each question he refused to answer, Celestia's patience wore thinner and thinner. Turning to the Elements of Harmony, she asked them a tough question.

"How would you six describe the bat?"

The six friends began to look at each other nervously before Twilight spoke up.

"I-I believe it is dangerous and unpredictable, but not necessarily evil," she said with some hesitation, remebering how it had saved her and Shining Armor from Grundy.

"I think it's lucky I don't go over there and pound it," Rainbow said, looking at Batman.

"I don't know what to make of it," Applejack said with a shrug, "I don't like its attitude though."

"I think that no form of torture is too harsh for it," Rarity said with venom in her voice. Batman made a mental note not to cut off any more horse manes while he was here, "Such crimes against fashion cannot go unpunished."

"Okay," Celestia said, not sure what to make of Rarity, "Pinkie, how about you?"

"I got a new snack idea from it, but it's still a meany for hurting my friends," Pinkie said with a frown.

"And what about you, Fluttershy? What do you think of the bat?" Celestia asked. Fluttershy looked at her friends, then the Princess, then anything else in the room she could look at before looking at Batman. It was a full minute before she finally spoke.

"I-I think he's actually has a good heart."

All heads in the room, including Batman's, turned to look at Fluttershy, who hid behind her mane at the sudden interest in her. Her friends couldn't believe what she was saying.

"Fluttershy, he took us all down, remember? He beat us," Twilight asked in disbelief.

"Yes, but-" Fluttershy began.

"He made you cry and hogtied me with my own rope, remember?" Applejack said to her.

"Yes, but-"

"He froze me and Pinkie in a block of ice after insulting my flying skills! Did you forget that?" Rainbow practically shouted at her.

"No,but-"

"He sliced off my mane. My beautiful, one of a kind mane. That was an act of pure evil," Rarity said flatly, looking directly into Fluttershy’s eyes.

YES, BUT!" she screamed, causing her friends to back away from her. Realizing she had shouted, Fluttershy's turned red and she continued talking in her normal voice.

"Yes, but what I was going to say was I think we were lucky that the bat was here," she said softly. Her friends, the guards, even Batman looked at her in disbelief.

"But, Fluttershy, after everything that it's done to us," Twilight began, until a look from Fluttershy shut her up.

"Yes, I know that it beat us and that we were pretty banged up. But then I stopped to think, why did it let us go? It would have made more sense for it to freeze all of us or...kill us so that we couldn't tell others where it was. But it didn't. He simply let us go. Then there's Scootaloo's story that you told me. Now that we know she was telling the truth that means that he fought off twenty Timberwolves and a manticore to protect her. If was really all bad, why would he do that? Finally, there's what happened in Ponyville. Grundy would've...killed you and Shining Armor if he hadn't intervened. In fact, the entire town would've probably been destroyed if he hadn't help. Not to mention Princess Celestia just told us he saved a foal in Manehatten from a burning building."

"Also," she whispered, turning to face Luna, "I was watching your battle with the bat and I saw what you didn't. Right before you fired your most powerful spell at him, he had a chance to dodge. So why didn't he? Because standing maybe fifteen feet behind him were the CMC. That's right," Fluttershy emphasized, turning to face Applejack and Rarity, "If had moved out of the way, your sister's would have been...killed." Everypony in the room gasped at her words.

"There...there were foals behind it? "Luna asked, dumbstruck. Fluttershy nodded before continuing.

"But the bat took the blast head on, even though he probably knew it be to much for him, so that Scootaloo, Applebloom, and Sweetie Belle would be alright. If he is so bad, why would he risk himself to save them?" Fluttershy said with emotion, looking around the room for somepony to answer. Nopony did.

She paused to take a breath and to study the other pony’s faces. Everypony there, including the Princesses, were deep in thought at what she had said. Batman was curios as to why the pegasus was standing up for him, but chose to stay silent. Twilight had one last question for Fluttershy.

"Then why did it attack us in the forest?"

"Maybe because somepony tossed a rope around his neck and another threatened to rough him up," Fluttershy said, looking at AJ and Rainbow, who both blushed and gave an awkward smile.

"Besides," Fluttershy muttered to herself as she walked over to Batman and looked him in the eyes, "I think there's more to the bat than he's shown us." Batman didn't like the way she looked into his eyes. It was like she was trying to see into his soul.

Princess Celestia had been listening to Fluttershy's argument with interest, weighing her opinion. Yes, the bat had attacked a group of guards, but it had rescued a foal from a burning building moments earlier. According to Fluttershy, it had also rescued a filly from an astounding number of Timberwolves and a manticore. She also made a good point about the battle in Ponyville. Shining Armor had reported that his guards had been no match for Grundy, only the bat seemed to be able to hurt it. That meant the bat seemed to be on the ponies side, but for the sake of her nation, she had to make sure.

"I have made a decision," she said to all in attendance, rising from her throne to speak, "I have decided the bat is free to go, IF it remains in Ponyville to learn and respect the meaning of friendship until I deem it can go. Twilight, is it alright if it stays with you?"

Twilight nearly jumped out of her hooves at her offer. "Um, Princess, no offense but I'm not sure I'm ready to let him into my house."

"But this will give you a chance to study a never before seen species before," Celestia baited. At the thought of getting to study a whole new type of species, all of Twilight's fear melted away. She vigorously nodded at Celestia's offer.

"Then it's settled, the bat shall stay with Twilight until-"

"No."

All heads turned to Batman, who spoke for the first time since arriving in the throne room.

"Excuse me?" Asked Celestia in disbelief. "I am giving you a second chance. Don't you understand-"

"No, you don't understand," Batman replied, taking a few steps towards her, not intimmidated by her stature, "I've wasted enough of my time humoring you and your "ponies." Every second I spend listening to you talk is another second that Morgaine could be using to complete whatever it is she's doing, and if that happens, even I may not be enough to protect you. So if you excuse me, I have work to do." Batman turned and head for the doors, only to see the guards and Luna block his path.

"Walk away. Right now," was all he said to them, but he knew he'd have to fight. To intimidate them a little, a snapped the
handcuffs off his wrists, which shocked the guards.

"Bring it, bat. We beat you once, we can do it again," Luna taunted, unfazed by his strength.

"Yes, you did exactly as I wanted," Batman lied, "I must thank you for bringing me all the way to your stronghold. It would have been difficult to get in other-wise."

Luna's face turned red once again and she snarled at Batman, but before their battle could start again, Celestia asked him another question, her voice a whisper.

"Morgaine? Is that the other creature that share's your appearance."

Batman slowly turned to look at Celestia, who had a slightly worried look on her face. How could she know about Morgaine? Batman had to find out.

"How do you know about Morgaine?" he asked.

"Morgaine is the creature that wiped one of the towns off the face of Equestria," she began grimly, "what I want to know is how YOU know of her."

Batman didn't want to tell her anything useful, but these ponies were already pretty helpless , so any bit of information might be a lifesaver to them. Slowly, he told them how he arrived.

"Before I arrived here, Morgaine tried to open a portal to hell in my world, wanting to unlease thousands of demons and conquere it," he said, stunning the princess as he continued, "I managed to stop her and destroy the portal, but the result was an explosion that brought the both of us to...Equestria."

"She can open portals to hades? And what is Morgaine, exactly?"

"She is one of the most powerful sorceresses known to my race and many others. She is a master of death and destruction. If I know her, and I do, she will try to locate another stone to try and re-open her portal, except this time she’ll bring her army here."

That scared Celestia. Her guards couldn't even defeat Morgaine, how would they be able to stop her entire army? And what of the bat? Was he going to fight Morgaine again or did he simply want to get home?

"And what about you? Do you wish to return to your world or-"

"Until I have stopped Morgaine, I don't plan to go anywhere," Batman said gruffly, looking around the room," and from the looks of things you will need my help if you want to stop her."

Celestia pondered what he had told her, considering her options. As much as she hated to admit it, Morgaine sounded stronger than both her and Luna. If the bat was telling the truth, then he might be the only one who could stop her. He had proven himself to have her ponies best intrest at heart, even if he was excessivly dark. She turned her thoughts to his suggestion of another dimensional stone, a stone she might know something about.

"Guards, please leave us." The guards left the room, each of them glancing at Batman before they left. When it was just the princesses, the mane six and Batman, did Celestia begin to speak.

"What I'm about to tell you is highly classified information. There is a story about one of our most powerful unicorns, Star-Swirl the Bearded, which said that he had an ancient artifact which enabled him to travel between dimensions."

"I've read about it," Twilight piped up, eager to prove her knowledge, "It said that with his Staff of Destiny, as well as the Tome of the Worlds, he was able to travel to other worlds. I was told it was just a tale for foals though."

"We call it a tale for foals, but in reality the stories are all true. However, after seeing the chaos and darkness of the other worlds he visited, Star-Swirl sealed his three artifacts away in three separate locations, fearing any of the other creatures from crossing over and destroying our world. His notes are believed to hold the answer as to where the relics are hidden, but it could take weeks of studying them to get an exact whereabouts. The artifacts were, as Twilight said, the Staff of Destiny, the Tome of the Worlds, and the Stone of Reality."

"Do you have these notes here?" Batman asked, realizing these artifacts were probably his best chance to find Morgaine.

"Yes, the only other copy of the notes is in Stalliongrad."

Batman stood there, lost in his own thoughts. It was a few minutes before he spoke.

"Those artifacts will probably be what Morgaine's after, as they're her only chance of opening another portal. We need to find their locations before she does and once we have them, we can lay a trap for her. Then I'll bring her down."

"Are you willing to work with us now?" Celestia asked him.

"Yes, as long as it's to stop Morgaine," he replied, turning his head to look at everyone in the room, "And to be clear, I'm the ONLY one with the knowledge and experience to bring Morgaine down. No one else is to try. Understand?" Everypony nodded.

"Very well, my scholars and I will begin study of the scrolls immediately. You will need to stay close to Canterlot if you wish to be informed of our progress. Will you accept my previous offer to have you stay in Ponyville?"

Batman considered her offer again. He would be surronded day and night by these bothersome creatures, who had so far been annoyances. But he needed to know about Morgaine and the relics. The mission won out.

"Fine, as long as the locals don't bother me."

"Good," Celestia said, her horn beginning to glow, "I will teleport you to Ponyville now. Also, please try to refrain from attacking any more ponies."

"No promises."

The magic began to cover him and the mane six. Before they were sent away, Celestia asked one last question.

"Also, your name would be very helpful."

Again with the name. Was it really so important to them?

"Batman," he muttered.

The spell finished with a flash, teleporting him and the ponies out of the room. Once they were gone, Luna asked her sister a question she had been holding for a while.

"Can we really trust him Celestia?" she asked.

Celestia gave a small sigh before answering, thinking about all the death and destruction these creatures had brought. As much as she didn't want to, Batman seemed like the only one who knew how to handle Morgaine, even though he was dangerous himself.

'As the old saying goes, the enemy of my enemy is my friend,' Celestia thought, a small smile on her lips.

"I'm afraid we don't have a choice." Celestia replied.

Number One Fan

Stalliongrad, Library.

"And that's the last one," Trixie said with a smile, placing her mind control on the last of the guards that had tried to resist her. Morgaine proceeded to scan the libraries list of books, until her eyes fell across the one she was looking for, "The Stories of Star-Swirl the Bearded." Morgaine took the book off the self and over to a table. Sitting herself down, she began to read.

While Morgaine read, Trixie wandered over to current events section of the library. Scanning the list of stories, her eyes fell upon one article that filled her with rage. On the front was Twilight Sparkle successfully helping the princess to create a new spell that could be used to fend off creatures ranging from Timberwolves to hydras. Trixie picked up the article and began reading. After a minute of reading, Trixie screamed and sent a fireball into the section, setting it ablaze. Morgaine stopped reading and turned to face Trixie, who was breathing heavily.

"You really hate this Twilight," she commented, "What did she do to you that was so terrible it sent you into a revenge filled rage?"

After a few seconds of thought, Trixie answered her in a pained whisper,

"She took something very important from me."

"Something important?" Morgaine asked, now curious to hear her apprentice’s story, "What did she take? An item of value? Your pride?"

"A chance," Trixie answered in a whisper, tears filling up her eyes. Morgaine, sensing that Trixie was done talking, turned back to her book. After a few minutes, Morgaine finally found what she was looking for.

"Ah, here it is. Star-Swirl the Bearded had three objects of immense power that enabled him to travel between dimensions, one of which was an odd stone. Well, that certainly does sound like a dimensional stone. Ah, a catch. Apparently the items were hidden in three separate locations that were lost to time. Oh well, I'm sure the answers to this...little problem are in this book somewhere." Finishing her reading, Morgaine picked up the book and headed for the door, signaling for Trixie to do the same. Once they were outside, Morgaine let Trixie in on her plan.

"I must admit you have done much better than any other apprentice I have ever taken on." Trixie blushed at her mentor’s words of praise, while Morgaine continued, "We must leave though, as those bothersome princesses may be here at any moment and with our...army numbering in the thousands now, I think it is time we returned to our base of operation."

Trixie looked at the ponies that the two had taken over with mind control. They had amassed quite a number of them with their conquest of Stalliongrad. Nearly everypony in the city had fallen to Morgaine's spell. Trixie had impressed once again when she had taken control of five ponies at the same time. Morgaine muttered a few words and her mass teleportation spell encompassed the two sorceresses and the minions in a white flash, leaving a now empty city behind.

Ponyville, outside the library.

The white light quickly died as the six ponies and bat arrived at their destination. The sun was just beginning to rise, shining its light on the destroyed town. The six friends looked around sadly at what had happen to their home, while Batman's mind was still on what the princess had told him. All around, guards sent from Luna's forces were helping to repair damage and carry off the dead. He took no notice of the ponies as they said their goodbyes.

"Well, I wish I could say it's been fun, but I be lying," Applejack said with a sad look on her face, "I need to get back to the farm. Big Mac and Applebloom must be worried sick about me." Waving goodbye to her friends, the orange cowpony headed for her ranch.

"Yes, I must get home as well or else Opal will have a fit. Oh and Sweetie Belle might be worried," Rarity said with a sigh, walking towards what was left of her home.

"I missed some major sleep battling that freak," Rainbow said with a yawn. "Not that I'd let you guys down when you needed me or anything," she added quickly.

"Its okay, Rainbow, I know what you mean," Twilight said, comforting her friend. With a wave, Rainbow flew up into the clouds and vanished.

"We're going to need one heck of a party to forget this mess," Pinkie said, shaking her head, walking towards her home, "I'm going to need the big guns for this one."

Batman watched the four of them go until it was him, Twilight, and Fluttershy. Turning to look at the pegasus, he noticed that she was staring at him again, with a look of compassion and sorrow in her eyes. This was not the first time Batman had noticed her looking at him like this, although he wasn't sure why she did. After a minute, Fluttershy turned and walked silently walked back to her cottage.

"Well, that was odd," Twilight muttered, watching her go, "Oh well. Batman, welcome to my home. I hope you have an enjoyable stay while your here."

"We'll see," he muttered to himself. Twilight opened the door to the library and stopped in her tracks. Batman looked through the door to see what had bothered her. Apparently the library hadn't escaped the battle unscathed. Books were lying on the floor, objects had been knocked over; the whole place was a mess. Twilight was twitching and had an odd look on her face.

"Spike!" she yelled. Batman heard what sounded like two feet hitting the floor upstairs, followed by some banging noises and a door being thrown open. At the top of the stairs stood what looked like a small, purple dragon. He (Batman assumed it was male) was about three feet tall, stood on both feet and apparently had been under a lot of stress, not surprising, given what had happened.

"Twilight!" the dragon named Spike yelled, rushing down the stairs, "I heard that the battle had ended, but I didn't know..." His voice trailed off as she looked behind Twilight and looked at Batman. Batman watched the dragons eyes slowly grow in size and his jaw descended to the floor. After a moment of silence, he spoke in a small whisper.

"I don't believe it. You’re Batman," he said, slowly walking towards the Dark Knight. Batman gave Twilight a look.

"I didn't tell him," she said. She turned to look at Spike, "Spike, how did you know his name?" Spike’s eyes grew even wider.

"You mean he's the real one? THIS IS THE REAL BATMAN!?" Spike began to scream and ran back upstairs, rustling around for something.

"What have you done," Batman asked Twilight, who had no idea what was going on. Spike had apparently found what he had been looking for, because a moment later he came flying back down the stairs. He probably would've tackled Batman if Twilight hadn't grabbed him with her magic, holding him upside down.

"Okay, calm down. Spike, how did you know Batman's name before I had the chance to tell you?"

"Oh, that's easy. He's in the book of heroes. you know, the one you’re always telling me to put down," he responded with a smile, holding up the book. Twilight looked at him for a moment before she exploded. Batman had to admit he was impressed with how loudly she could yell.

"ARE YOU TELLING ME THAT THE ENTIRE TIME WE WERE TRYING TO FIGURE OUT WHAT THE BAT WAS, YOU HAD THE ANSWERS THE ENTIRE TIME?! WHY DIDN'T YOU TELL ME?!"

"Well I tried to," Spike said, with an annoyed look on his face, "but you said you didn't have time for my super-hero nonsense."

Twilight dropped Spike and began to twitch uncontrollably, a look of insanity on her face. Ignoring her, Spike turned to look up at Batman, who was enjoying the spectacle. With a nervous gulp, Spike began to talk.

"Um, you are the real Batman, right?" he asked. Batman stopped watching Twilight freak and looked down at the dragon. He could see excitement in Spike's eyes.

"Yes, I'm Batman," he answered. The little dragon looked like he was about to explode from pure happiness. Spike reached down and held up his book, indicating for Batman to take it. Batman took it from him and began to flip through the pages. When he realized what he was looking at, he began to read more closely. This book held information on nearly every hero in his world. He finally found the page where he was located, but was unimpressed with the limited information. The book only gave a picture and a name, with a small description, referring to him as the "Caped Crusader" and "Worlds Greatest Detective". The book went on to talk about what he did as Batman, but it had no information on Bruce Wayne.

"I don't believe it," Spike whispered as Batman handed him back his book, "A real life hero, standing right in front of me! I have so many questions!"

"Alright, everypony, time for bed. It's been a long day and we could all use some sleep," said Twilight, who had regained her composure. Spike tried to argue, wanting to have a longer talk with a real hero, but was defeated by a stare from Twilight. As he went upstairs, Twilight looked uneasily at Batman. She only had two beds and neither of them could fit a creature of his size.

"Um, I don't know how to say this, but-" she began.

"Do you have a basement?" Batman asked, cutting her off.

"Um, yeah, why?" Twilight asked, pointing towards the basement door.

"Wake me in a few hours."

Batman began walking towards the basement, until Twilight grabbed his cape.

'What does she want now?' he thought. He turned to face her, a bit annoyed. Twilight rubbed her front leg and looked like she was trying very hard to say something.

"Um, I just wanted to say...thanks for saving me and my brother," she finally got out, trying not to look Batman in the eyes.

"You’re welcome," he replied, turning back towards the basement. Twilight watched for a second, then she headed upstairs.

Batman opened the door to the basement and began his descent. It was large enough to fit him, but it was a lit cramped. An odd machine lay in the center of the room, looking a bit like the technology from back home, even if it was vastly outdated. Finding a spot against the wall, Batman sat down and leaned up against it. He was still trying to wrap his head around everything that had happened. The more he thought about it, the less real his situation seemed. But it was real and these ponies needed his help if they hoped to escape the evil known as Morgaine. He knew that a very tough battle was in his future, but until then, there was little he could do.

What he needed at the moment was rest. He hadn't slept in three days and the battles with the ponies and Grundy had exhausted him. He took a moment to quite his mind and listen to his surroundings. He could hear the whisper of the wind and the creaking of the old oak tree, as well as Twilight and Spike arguing upstairs. Tuning them out, he leaned his head against the wall and quietly slipped into slumber.

It was around noon when Batman woke up. When he stood up and stretched, pain flooded through his body, reminding him of all the abuse he had gone through in the past few days. He headed up the stairs, a bit ticked that Twilight had let him sleep in so late. Opening the door out of the basement, he saw the pony and Spike sitting at a table with food in front of them. A third spot had also been prepared, which he assumed was for him.

"Well, look who's finally awake," Twilight teased as Batman pulled out his chair and sat down. He looked down at the plate prepared for him and raised an eyebrow at the assortment. His plate had an apple, a glass of water, a lot of grass and some hay. Picking up the apple, he sniffed it before taking a bite. Not bad.

"I didn't poison it," Twilight said, a bit offended.

"Old habits die hard," he muttered, grabbing his water. He finished it in a few gulps, realizing just how parched he had been. Spike was just staring at him, the same gleeful look on his face he had earlier.

"I told you to only let me sleep for a few hours," he said to Twilight, finishing the apple.

"I would have, but you just looked so cute while you were sleeping," she mocked in a baby voice, until one look from the bat glare forced her to stop.

"Anyway, I'm glad you’re awake because I have some questions to ask you," she said with a huge grin, pulling out a list that could have easily been a mini-series. Batman raised an eyebrow at the volume of pages and looked at Spike. Spike shrugged and went upstairs, not wanting to be involved in anyway.

"And if I say no?"

"If you want us to work with you, you'll have to answer some questions," Twilight said with a bright smile. Batman groaned inwardly at her logic. "Okay, question one ; What sort of creature are you?"

"A human."

"Care to elaborate?"

"No."

"Alright then," Twilight muttered while writing what he said on her list, "Okay, what's with the suit? Why do you feel the need to dress like a bat?"

"The suit is to intimidate any criminals I fight."

"Really? Why do you need to fight criminals? Is it a personal rea-"

"Next question," Batman said, cutting her off.

"But I-"

"Next question."

"How did you know how to speak our native tongue?"

"I read your mind."

"Can you do that?"

"As far as you know. Next question."

"Fine," she mumbled, looking at Batman's plate. "I noticed that you haven't touched the grass or hay. What do you humans eat?"

"Humans can eat a whole variety of things, but most of us prefer meat." It suddenly went very quiet, causing Batman to glance at Twilight. She had turned an odd shade of green and looked like she was trying hard not to throw up.

"M-meat?" she stuttered, "D-do you mean other creatures?"

He nodded and she turned a shade darker.

"D-do you eat ponies?" she barely managed to get out.

"Only purple, talking unicorns that ask a lot of questions," he answered with a thin smile. Twilight went back to her normal color with an annoyed look on her face.

"Oh ha-ha, very funny. Next question; why did you save Scootaloo in the forest and then me from Grundy later?" This question was one of her more important ones. She wanted to know why Batman risked his own life to save strangers of a different species. To get in close? Have leverage on them?

"You needed help."

Twilight blinked. "That's it? You risked your own life and the chance of being captured simply because we 'needed help'?"

"Yes."

Twilight couldn't believe it. He had risked everything to save them just because they needed help? He had shown such a detest for the ponies though and he hadn't been on the best terms with them when he arrived at Ponyville. Being on a foreign planet would have been terrifying for her and being chased by guards wouldn't have helped to improve her relationship with the locals.

"Any more questions?" Batman asked, snapping her out of her thoughts. Looking back at her list, she went on to her most important question.

"So, I wanted to ask a favor." Batman did not like the sound of that. "Would you be alright with the girls coming over today to talk to you? They really wanted to meet you and I think Pinkie was going to throw you a party!" Twilight said the last bit hoping that it would make up for the weight of the favor. Batman sighed, wishing that Celestia had decided to keep him in her dungeon. But he would have to meet them sooner or later, might as well make it sooner.

"Fine, but I'll only meet them one at a time, alright?"

"Oh, that'll be just fine. Let's begin right away!" Twilight exclaimed, bounding for the door.

"Wait, what?"

"Let me re-introduce you to the party pony of Ponyville, Pinkie Pie!" Twilight opened the door as she said this, revealing the pink pony that Batman had come to distrust. She was hopping up and down in place, with an envelope in her mouth and a huge smile on her face.

"Hi, Batman!" she said happily.

'That dungeon sounds pretty good right about now,' Batman thought to himself as Pinkie came inside.

How it Should Be

How it Should Be

Ponyville Library.

Batman was in agony. Not from his aching body or from lack of food or water. No, what he was suffering from was a certain pink pony that probably wouldn't stop talking until Batman knew everything about everyone in all of Equestria. Pinkie Pie had entered the library and immediately went into a huge story about who she was and what she did in Ponyville. She went on to talk about her friends and their friends, most of who she had already met. He had seriously considered freezing her again, but that probably wouldn't go over well with the ponies.

She talked for a good hour and a half, until she remembered her gift. Pinki placed her envelope on the table in front of him, indicating for him to open it. When he didn't, she smiled and opened it for him, placing the card that was inside on the table. Batman took one look at the card and instantly knew what it was. It was a party invite, designed specifically for him. It was covered in bats and dark colors, asking him to come to the "Welcome Batman to Ponyville Party." Pinkie looked at Batman expectantly after he read it, waiting for his answer. She wasn't worried, because this party would be one of the greatest she had every thrown. No pony in their right mind would-

"No," Batman said, placing the card back on the table.

Pinkie was unfazed. "And here I thought you didn't have a sense of humor," she said with a smile, "Now, the parties at six and the games include..."

"I said no," Batman repeated, but Pinkie still didn't stop.

"Ha, you’re funny. As I was saying, the party guests will be Rarity, Applejack..."

Batman leaned in very close to Pinkie and looked in her eyes before speaking.

"I. Am. Not. Going," he said very slowly.

"Oh. Yes. You. Are," Pinkie repeated slowly, her smile beginning to falter.

"Um, Batman, you should just go to her party," Twilight said in a worried voice, glancing at Pinkie nervously. No pony for a long time had ever been brave or foolish enough to turn down an invite from Pinkie. This would not end well.

"I am not going to a party that looks like it was designed by a six year old," Batman said sternly, turning to face Twilight, "I would rather face Grundy again."

"And why would that be?" said a dark voice from behind him. Batman turned back to Pinkie, who in a few seconds had changed drastically. Her mane had gone flat and she was a much darker shade of pink. Twilight began to slowly back away, but Batman stared at her unfazed.

"My party will have everything," Pinkie said in a slightly demented voice. "Friends, family and cupcakes. So many delicious cupcakes," she giggled to herself.

"Get it through your skull. I am not going," Batman said, only a little worried about her mood swing. He had faced people that were a lot more demented than her. They had been scary. Her, not so much.

"Oh, please come," Pinkie half begged, half demanded. When that didn't work she tried giving Batman puppy dog eyes.

"Please?" she begged

"No," he responded, starting to get annoyed.

"Please?"

"No."

"Please?"

"No."

"PLEASE?"

"Yes."

"Really?"

"No!"

Pinkie wasn't handling his rejection to her party too well. What sort of being wouldn't want to have fun and celebrate? Was it her? Maybe she had done something to offend Batman? The more she thought about it, the farther her eyes moved apart from each other. After a minute of silence, Pinkie made a decision.

"Well, I might not be able to FORCE you to come to my party, but mark my words, you will come to one of my parties one day," Pinkie said in her most menacing voice. She opened the library door and slowly backed out it, saying in a whisper, "One day," before closing the door.

"Well, that could have gone better," Twilight joked, letting out a breath that she had been holding for a while.

"Does she act like that all the time or am I just a special occasion?" Batman asked.

"You really should've just accepted her invite," Twilight said, remembering what happened the last time Pinkie got like this, "Pinkie gets a little...funny when ponies refuse her invites."

"I've seen a lot worse," Batman said, standing up and walking over to Twilight's bookshelf, scanning the books for anything on ancient myths, trying to take his mind off what just happened. Twilight eyed him suspiciously, not sure if Batman was joking about seeing worse or if he was telling the truth. If he was, what kind of creatures could be scarier than a demented Pinkie?

There was a knock on the library door, snapping Twilight out of her thoughts. She tensed for a moment, wondering if Pinkie had returned, until she remembered who was next to meet Batman.

"Oh good, that'll be Applejack," Twilight said in relief. She walked over and opened the door, letting the orange cowpony holding a basket inside. Once again, Batman recognized her from the other day. She didn't say anything when she entered; instead she just looked at Batman, analyzing him. After a minute, she walked over to Twilight's table and put the basket on it. She took the cloth off the top to reveal a whole variety of apple-themed treats. Apple pie, apple strudel; even her family's famous apple cider was in there.

"Wow Applejack this is incredible! Is it for me?" Twilight asked, gazing with longing at the treats in the basket.

"Nope. They're fer him," Applejack responded, pointing at Batman, who had been pretending to look for a book. Hearing this, Batman turned around and raised an eyebrow at the orange pony. After everything that had happened, she was bringing him gifts?

"Are you sure you got the right person?" he asked.

"Unless there's another lunatic running around dressed like a bat, I'm pretty sure these are for you," she replied, her face and voice lacking any emotion.

"And the reason you’re bringing these to me is?" Batman asked, suspicious of Applejack's motives. He had beaten her and her friends not too long ago. Why would she suddenly be nice to him unless it was a trap?

"I'm not going to lie and say that ah forgive you for what happened back at the forest or say that ah trust you," she answered, her voice staying neutral," But if what Fluttershy said is true and you really did sacrifice yourself to save mah sister and her friends, then ah have to thank you somehow. You also helped us to defeat that monster Grundy, so ah figure you can't be all bad."

Batman looked into her eyes to see if she was lying. AJ didn't even flinch from under his stare, although she did look a bit more nervous. He decided she was telling the truth, but he would still wait till later before trying the treats.

"Well, that's all," Applejack said, turning to face the door. She opened it and began to walk outside, but then she turned her head to look at Batman, "Oh and ah would avoid coming to our farm. Big Mac's got it out for you after hearing about the fight in the forest. He might try to jump you at any time."

"I'll reserve a place at the hospital for him," Batman replied dryly. AJ gave him a look and proceeded to leave. Once she was gone, Batman headed back to the table where his gifts were and sat down to look at them. He wasn't really sure how what to do with them. He wasn't used to even getting a thank you in his line of work and now he was receiving gifts for helping other, even if he battled with them a day ago? He didn't know what to make of the ponies. Still, the food and drink looked delicious.

He decided to try the pie first, as it was the least likely to be poisoned. He cut himself a piece and sniffed it, before taking a bite. It was magnificent, not that you'd know since Batman's facial expressions never changed once while he was eating. Twilight, who had sat down next to Batman, shook her head.

"You have trust issues, you know that?"

"You'd have issues too if every night someone tried to kill you," he replied gruffly, taking the cider out of the basket. He opened the top and sniffed the rim, gaining him another head shake from Twilight, before taking a sip. The cider was near perfect, masterfully made and with rich flavor. He downed half of it in an instant, before putting the cider down and picking up the strudel. After repeating the sniff and taste process, he found the strudel to be just as good as the previous treats. Applejack defiantly knew how to handle apples.

He had just finished the apple cider when a very soft knock was heard at the door, barely audible.

"That'll be Fluttershy," Twilight said to Batman as she got up to open the door. Standing in the entrance was the yellow pegasus with the pink mane from yesterday, meekly looking at Twilight.

"Fluttershy, come on in," Twilight cheerfully said, stepping out of her friends way. Fluttershy slowly made her way inside, looking at Batman the entire time. When he turned to face her, she hid behind her mane. Twilight pulled up a chair for her at the table, which Fluttershy sat in.

"Anything you need?" Twilight asked Fluttershy, who was still looking at Batman.

"Actually," she whispered, "Would you mind if I talk to him alone?"

Twilight was taken aback by this. Fluttershy was afraid to be in the same room as her shadow by herself, yet she wanted to talk to Batman without Twilight there? Twilight opened her mouth to protest, until she saw the pleading look in her friend’s eyes. Twilight surrendered with a sigh and headed into her room to join Spike, who had fallen asleep.

Batman had expected Fluttershy to be silent and she didn't disappoint. She simply sat in her chair looking at the ground, but glanced at him when she thought he wasn't looking.

"So how has your stay been?" she managed to say at last. Batman had thought for a moment she had forgotten how to speak.

"If you don't count the multi-colored ponies that ask me an endless supply of questions, it hasn't been that bad," he said sarcastically, really not in the mood for small talk.

"I'm sorry," Fluttershy said, hanging her head. Batman rose from his chair and walked over to the bookshelf, half expecting to get a better conversation from it than the pony. He didn't want to answer their questions; he wanted to know what Morgaine was up to. But unless the ponies trusted him, the chances of finding her were slim. Quite the dilemma. Fluttershy had stood up and walked over to his side, just watching him as he "looked" for a certain book. The two of them stood there for a while before Fluttershy spoke again.

"I'm sorry about your parents," she whispered. Batman snapped his head to look at Fluttershy, nearly giving himself whip-lash. He stared at her for a moment before grabbing her by the next and pinning her to the wall.

"How did you know about them?" he snarled, already in fight mode. He was preparing himself to bring her down; to use any amount of fear to keep his secret safe. But what he saw when he looked into Fluttershy's eyes surprised him more than her knowing about his parents. He was pinning her to the wall with a look that would cause a mass murderer to wet himself, yet there wasn't a drop of fear in her eyes. She had the same look of compassion and sorrow on her face that she had when he caught her staring at him. After a minute, he lowered her to the floor, allowing her to speak.

"When I looked into your...stare in the Everfree Forest, I saw a memory of yours," she gasped, still recovering from Batman's reaction, "It was the memory of a child that had both parents taking away from him...from you." Batman just stared at Fluttershy, unsure of what to do. This pegasus had looked into his soul and discovered the one thing he kept hidden above all others. It was safe to say he was in shock.

"I'm sorry," Fluttershy said in a whisper, "I can't imagine how that must feel."

She walked over to Batman and once again surprised him. She stood up on her hind legs and hugged his waist. It wasn't an over emotional hug, it was one that simply said 'I'm sorry.' Batman stood there unmoving, not sure of what to do. After a minute, she let go and looked up at his eyes.

"Do you want to talk about it?"

"No," he replied, his own voice a whisper.

"Alright," she turned and headed to the door. Before she reached it, she said one last thing to Batman.

"I promise I won't reveal your secret to any pony else," she said with a small smile. Batman gave her a questioning glance, not sure if he could trust her. Seeing his look, Fluttershy decided she needed to convince him.

"Cross my heart, hope to fly, stick a cupcake in my eye," she said, doing some odd movements that ended with her putting her hoof in her eye.

"What was that?"

"A promise," she said softly before opening the library door and exiting, leaving a very confused Batman behind her. After a minute of silence, Twilight opened the door to her bedroom and walked down. Seeing that Fluttershy had left, she pulled out her list.

"So what did you two talk about?" she asked curiously. Batman responded with silence, causing Twilight to sigh.

"Anyway, next up should be-"

"I'm leaving," Batman cut her off, heading for the door.

"Leaving? Where are you going?" she asked, confused.

"Out," he replied curtly, opening the door and walking into the street.

==============-----------------=============

Batman waked down the streets of Ponyville, ignoring all the looks he was getting from the residents. They all looked at him with fear and hid when he got close. They glared at him and whispered behind his back as he past. They had heard from Luna's guards had been informed of who he was and that he would be staying in Ponyville, information that they had passed on to the residents informing them that he was there to help. Yet they still were scared of him. Mothers hid their foals as he got close, some would run away at the sight of him. Luna's guards had been stationed around the town, where they stood silent and unmoving. Batman knew that they too were secretly judging him.

These were the reactions he was used to getting. The fear, the distrust, the loathing; this was how it should be. Yet he couldn't get the image of Fluttershy's eyes out of his mind. Her eyes had been filled with sorrow at his loss, as well as genuine compassion for him and his wellbeing. Batman could tell when someone was faking an emotion, yet Fluttershy's eyes rang true. Why did she care so much about his pain when he had reduced her to a crying mass only the day before? She had also hugged him, trying to comfort the pain he had buried so long ago. Why? Why did she care so much about how he felt? Batman couldn't think of an answer.

He continued to think as he walked, but he also took in some of the scenery. The building looked cartoonish, like everything else in this world. The grass and trees were a lot greener than what he was used to. Birds flew through the air, ponies basked in the sun; everything was at peace, something he never thought he'd live to see. He had battled nearly every night for over ten years to try to achieve a fraction of the peace this world had. How had they managed to do it? Celestia didn't seem like the type to threaten her subjects, so if she didn't use force how did she keep the peace? This was his main thought as he continued on his stroll.

He walked by the gingerbread house he had seen from the forest, reading the sign out front calling this place "Sugarcube Corner." How fitting. He walked by another building called "Carousel Boutique" which seemed like a clothing store. A giant hole in the wall reminded him of the terribly battle the night before. he continued to walk past the staring ponies, not sure where he was going, but any place was better than that tree where all the ponies would question him endlessly. When his feet finally stopped moving, he found himself looking at a bright red schoolhouse on the outskirts of the town.

'So I was right,' he thought to himself, 'They do have some form of education here.'

He was still looking at the school house when a sound reached his ears. It was the sound of children shouting, the kind of shout saved for when something really exciting was happening. Walking around the school house, he saw what appeared to be a playground. A circle of foals had formed in the center of the playground, all of them screaming and yelling. Activating zoom, he looked in the center of the ring of foals to see what the commotion was. Two foals were fighting, rolling around on the ground and shouting at each other the entire time. One was a pinkish filly with a purple mane with a white streak in it, with a crown of some sorts on her flank.

The other was Scootaloo.

The First Location

Ponyville Schoolhouse.

Batman be lying if he didn't say he was impressed with the way Scootaloo was handling herself. She had pinned the other filly to the ground by sitting on her and was trying her best to rip the pink one's mane out. The other one, who he decided to name Crown for lack of a better name, was screaming and yelling at Scootaloo.

"You no good blank flank. How dare the likes of you touch me!" she screamed, kicking Scootaloo off and getting back up. Scootaloo recovered quickly and charged Crown, knocking the both of them to the ground. The foals surrounding the two brawlers continued to yell, riling up Scootaloo and Crown farther.

"Take back what you said!" Scootaloo yelled, trying to hit Crown in the face. Crown slipped out of Scootaloo's grasp and planted both her back hooves into Scootallo's rear, causing her to face plant in the dirt. Ouch.

"Take back what exactly? The fact that you’re not good at anything, which is why you don't have a cutie mark? How about the dump of an orphanage you live in? Or maybe it's the fact that your mommy and daddy never came back from that trip because they didn't really love you," Crown said in a nasty voice. That was a low blow, one that even Batman felt. Scootaloo's face turned crimson from anger. She charged at Crown with a look of pure rage in her eyes, bringing one hoof back as she got close. Batman immediately recognized it as one of his uppercuts, similar to the one he had used on the wolves in the forest. A blow like that could seriously injury the pink filly. He took a step forward to intervene.

"Enough!" yelled a new voice. All of the foals turned to look at the newcomer, except for Scootaloo who continued to glare at Crown. Stepping back into the shadows, Batman turned to get a view of the new horse. She was a shade of magenta-ish color, with a light rose colored mane. She had three smiling sunflowers on her flank and was mad as hell. Scootaloo's two friends stood beside the newcomer, apparently having run off to get her once the fighting had started.

"What in Equestria do the two of you think you are doing!?" she yelled at the two fighting fillies. Crown immediately tried to defend herself.

"I was just minding my own business when this blank flank jumped me!" she said, giving a harsh look at Scootaloo.

"I only hit you because of what you said about my family! They did not abandon me and take off!" Scootaloo yelled back, trying to tackle Crown once again. Forcing the older pony to step in-between them.

"Scootaloo, Diamond Tiara, I am disappointed with the both of you. You both know that fighting is wrong. The two of you will stay after class for detention. Am I clear?"

"Yes, Cheerilee," Scootaloo muttered. The one called Diamond Tiara wasn't too happy with her punishment.

"But Cheerilee, it's this blank flanks fault, not mine."

"Diamond Tiara, do not call other ponies blank flanks. It could hurt some pony’s feelings. Also, you get three weeks of detention for what you said about Scootaloo's parents."

"But-"

"No buts. And I am going to have a serious talk with your father later this week. Now as for the rest of you, class is over, so you may all go home." The foals all yelled with excitement and rushed off in every direction. Cheerilee turned back to the two fillies.

"You two," Cheerilee said to Scootaloo and Diamond Tiara, "Come inside. I think you can start detention by writing I'm sorry on the chalkboard fifty times."

"Fifty?" cried Tiara in disbelief.

"Sixty now. You want to keep it up?" Cheerilee asked.

With a grumble, Diamond Tiara headed inside. Scootaloo's two friends walked over to her.

"Are you ok, Scootaloo?" the one with the bow in her hair asked.

"Yeah, I'm fine, but we'll probably have to call off crusading today. I might be here for a while," Scootaloo responded sadly.

"That's not fair! It was diamond Tiara's fault, not yours!" the filly with the purple and pink mane protested.

"I know but that doesn't do me any good right now. You two should just probably go home," Scootaloo said with a weak smile.

"Are ya sure?" the one with the bow asked.

"Of course. You and Sweetie Belle can go off crusading if you want. Me," Scootaloo said with a sigh, "I have detention."

"We can come by later and pick you up," Sweetie Belle suggested.

"That's alright. You two have a good day," Scootaloo said with a small smile, heading into the schoolhouse. Her two friends stood silently for a minute, before they turned and left. Batman stayed hidden, planning on having another talk with Scootaloo later. He sat down beneath a tree and waited.

=================-------------======================

The sun was just beginning to set on the horizon when Scootaloo and Diamond Tiara were allowed to leave. The two of them had been writing apology's to each other for hours under Cheerilee's watchful eyes. Once she was satisfied with their work, she allowed them to go. The two fillies were not happy.

"This is all your fault, blank flank," Diamond said in disgust, sticking her tongue out at Scootaloo.

"You want to lose even more of your mane?" Scootaloo retorted, pointing to the spots where she had ripped Diamond Tiara's mane out.

"Whatever, I'm going home to parents who LOVE ME." Scootaloo snarled and rushed Diamond, who fled into the city as fast as she could. Scootaloo sighed and began walking to her "home." After a while, she didn't feel like going back, so she instead headed for the CMC tree house. It was really the only place where she felt at peace and at the moment, it was the place she desperately needed.

She arrived at the tree house and sat down, staring at the orange sky. She thought back to all the things Tiara had said about her parents and could fight the tears back no longer. Scootaloo began to cry, letting some of the pain out. She cried softly to herself for a moment, feeling the loneliness. Then she suddenly sat up straight and wiped the tears out of her eyes. She allowed herself to fall face-first to the ground, using her wings to catch her at the last second. Her small, frail wings shook from the weight, but Scootaloo gritted her teeth and began to do wing-ups.

Her small wings were struggling to keep up with her determination. Ten, Twenty; Scootaloo just kept going and going. She had been training in secret for a few days now, ever since Batman had given her hope. Slowly, her wings had gotten a little stronger day by day. Even Scootaloo was shocked at how much stronger her wings had become in a few days. They weren't up to another pegasi wings from her age group, but the hard work was beginning to show.

She had nearly reached thirty when her wings had enough and gave out, dropping Scootaloo on her face. She slowly raised her head and put both wings back on the ground, trying to continue her training. Her efforts were in vain, as her wings were too weak to lift her.

"I have to keep going," she grunted, again trying to lift herself up, "I have to get stronger. I can't keep failing!"

"Everyone fails at some point. It's what you do after you fail that shows your true character."

Scootaloo shot ten feet in the air, landing with a thud. She quickly got up and spun around, wondering who would be out here this late. Seeing Batman standing in the shadows, her face instantly grew a huge smile. She ran up to him, skidding to a stop at his feet.

"Oh, hi Batman!" she gleefully said, happy to see him again. "What are you doing here?"

"I was wondering what that brawl in the schoolyard was about," Batman replied sternly, looking Scootaloo in the eyes. Her smile faded, replaced with a look of sadness.

"She said that the reason my parents vanished was because they didn't love me. She deserved whatever I did to her." There was a look of fire in her eyes, the same look Batman had seen in multiple crime fighters.

"Vanished? I thought your parents were dead?"

"My parents went on a trip a few years ago. They haven't been heard from since." Tears began to form in Scootaloo's eyes, so Batman decided to change the subject.

"I noticed you tried to mimic my uppercut from the battle with the Timberwolves," he pointed out. Scootaloo gave a sheepish grin.

"Yeah, I saw you use that move and thought it be cool to use it for when Diamond ticked me off. She wouldn't know what hit her!" Scootaloo said excitedly, but her excitement died as Batman gave her a stern stare.

"If all you care about is making Diamond Tiara suffer, then you miss the whole point of the martial arts," Batman explained, while Scootaloo listened carefully. "The martial arts are used to protect yourself and to protect others. Using it to make others who haven't attacked you suffer is wrong. Essentially, you are acting just like Tiara. You don't want to be like her, do you?"

"No I don't!" she replied with emphasis, trying to make her point. "But I really don't know anything about the martial arts or the code." Then she had a brilliant idea. "I know. You could teach me!"

Batman thought about what she said. Scootaloo could use some form of discipline to help her with her rage. It had really helped him in his time of suffering. But she might use what she learned to hurt Diamond again, not that she didn't deserve it. If he was going to teach her, he needed her to promise him something,

"Alright, I'll make you a deal," he said as he sat down in front of her. Scootaloo followed his example and sat down as well. “I’ll teach you a little of the martial arts only if you take the high road whenever Diamond Tiara tries to insult you and your family."

"What do you mean, take the high road?"

"I mean that whenever she insults you, your friends, or your family you simply ignore her and walk away. Don't give her the satisfaction of seeing you riled up. Prove that you are above her petty taunts."

'Ha, as if you should talk,' he heard inside his head. 'You decimate criminals for simply looking at you wrong. Why should you tell her to take the high road?'

'So she'll turn out better than me,' Batman responded, once again locking the voice in the back of his mind.

"What's wrong. Why did you suddenly go quiet?" Scootaloo asked in concern.

Snapping back to reality, Batman decided it was time for a change of subject again. "I noticed you were working on strengthen your wings. So you actually did listen to what I was saying."

"Yep, ever since I got to talk to you, I've worked my wings hard. There not on the level of the other pegasi, but, hey, one small step at a time right?" She sounded like she was trying to convince herself instead of him.

"It will take time for your wings to grow stronger. It could very well take years of training just to be able to hover. But you can't give up, you have to remain strong."

"That's easy for you to say. You're probably the strongest guy in existence."

Batman let out a chuckle, one that surprised Scootaloo. He looked back at her with a small smile.

"What if I told you that on my world I am actually one of the physically weakest heroes," he asked her. Scootaloo's eyes were wide with shock.

"You mean there are beings stronger than you? Who?"

"You've heard of Superman, right? He is so powerful he could probably spin the sun on his finger. Green Lantern has a ring that can change into whatever he wills. As for Darkseid, well, let's just say I wouldn't want to face him without some ace up my sleeve," Batman finished with a smirk. Scootaloo was deep in thought, a certain question bugging her.

"You’re a superhero, right?" she said, eyeing Batman.

"The term is vigilantly, but yes, I guess I'm a hero of sorts."

"But you don't have any powers, right? You can't fly or use magic?"

"No, I can't."

"Then why do you do it. If you face creatures that are so much stronger than you, why would you even consider fighting them if you could die?"

Batman sighed. "Because if good men do nothing, then evil wins." Scootaloo looked at him confused. Batman reworded what he had said and tried again.

"What I mean is my home was falling prey to evil and I just couldn't stand by and let it happen. So I decided to do something about it. Just as you decided to do something about your wings," he said, trying to get the conversation back on track. "You could have just accepted that your wings would always be weak, but you went and trained them, trying to make yourself better."

"Strength isn't just about running fast or being able to lift heavy things," he continued, "There's also strength of heart, the will to never quit even in the face of overwhelming odds. That is the kind of strength I see in you," Batman finished, pointing at Scootaloo's heart. Her eyes went wide and she looked down at her heart before looking back up at Batman.

"You really think I'm strong?" she whispered.

"You lost both your parents at a very young age and you have a deformity that took away your ability to fly, yet you manage to face each day with a smile on your face. I'm not lying when I say you might be stronger than me in that regard."

Scootaloo thought about what he said, finally putting two and two together.

"You lost your parents as well, didn't you?"

"Yes I did and I vowed on their graves that I would rid my and any other world of the evil that took their lives. That is why I fight." Batman said with strength in his voice. He was also questioning himself as well. He had never opened up this fast to anyone before, was it safe for him to do so now? Scootaloo didn't seem like the sort of person...pony that would use this information against him. Could he trust her?

'Twilight's right,' he thought with a smile. 'I do have trust issues.'

Looking up at the sky, Batman noticed the sun was practically gone and darkness had begun to descend upon the town. While he was perfectly fine with this, he figured he should get Scootaloo home.

"So, where do you live?"

"In the town orphanage, not too far from here."

"Alright, I'll escort you. Lead the way." The two of them began to walk back to Ponyville. The streets were nearly abandoned, with a pony here and there on their way home. After a while, the two reached the orphanage doors. Scootaloo turned back to Batman.

"Thanks for coming to see me. It's nice to have someone I can talk to about my parents. Someone who understands my pain," she said with a smile. Batman nodded before giving her one last bit of advice.

"Remember, never quit trying and never give in, no matter how hard it gets."

Scootaloo looked at Batman with a sly smile on her face. "As long as I have faith in myself, I'll never give up, no matter how hard it gets," she said, repeating some of what he had told her the last time they met.

"Now you're getting it."

Scootaloo waved good-bye and headed inside. Batman turned and headed back to Twilight's tree house, slightly happier than he had been in a while. Scootaloo was right, it was nice to have someone to talk to about his pain. Someone who understood the loss of loved ones. She had suffered so much at a young age, yet tried to live every day to the fullest and enjoy it.

He could learn a thing or two from her.

Scootaloo entered her room and sat down on her bed. She paused for a minute before she remembered she had something she wanted to give Batman. She ran to her dresser and pulled the item out, before running down the stairs and heading outside.

"Wait, I have something..." her voice trailed off when she saw he was already gone.

"I'll give it to him tomorrow," she said with a smile, heading back inside.

===========--------------===============

As Batman entered the Twilight's home, he immediately could tell something was up. The six ponies that seemed to do everything together were there, as well as Luna and Celestia. The two princesses looked grim, telling him something bad had happened. They all turned to face him when he entered.

"Well, look who's finally back," Twilight muttered, still annoyed that he had taken off earlier.

"What happened?" Batman asked the princesses, ignoring Twilight. The two glanced at each other before Celestia responded.

"The city of Stalliongrad has fallen," she said in a hollow tone. The other ponies were shocked at the news of another place falling. Batman wasn't entirely surprised by the news.

"Morgaine," Batman stated, already knowing who was behind it. Celestia nodded.

"Yes, it seems Morgaine was once again behind this attack. And it seems you were right, Batman. My sources tell me she took the book that referred to the Star-Swirl the Bearded legend. She's after the artifacts as well."

"I take it you've located one of the artifacts?"

Celestia nodded. "Yes, my unicorns managed to decipher one of the locations. It is found here," she placed her hoof on the map, indicating a forest area not too far from Manehatten.

"The Mane Forest?" Twilight asked in disbelief.

"Yes, one of the most dangerous forest known to pony kind. That is where the Staff of Destiny is believed to be located, inside a temple called "The Temple of Traps." She looked around at the mane six and Batman. "I'm going to tell you right now; this will be a very dangerous journey and I cannot guarantee your safety. If any of you don't want to go, I will not force you."

"Well I'm going," Twilight spoke up. "We can't let the fate of our world rest in the hooves, er, hands of a guy in a bat costume," she smirked at Batman.

"Well then count me in!" Rainbow Dash exclaimed. "This'll be just like one of the Daring Doo stories!"

Fluttershy simply nodded and hide behind her mane.

"Well, it may not be the most ideal location, but I will support my friends," Rarity muttered.

"I'll go to! I always love going to new places!" Pinkie said, bounding up and down, fully recovered from her meeting with Batman.

"Ah'll go as well. I won't let anything happen to my home or my friends," AJ answered strongly.

"I'm glad to see you are all going together. The Elements of Harmony are stronger together than apart." Celestia turned to face Batman. "And what about you. What do you think?"

"First, I think you needed to fire the guy who names your cities," Batman muttered, looking at the ridiculous names of the cities on the map. Mare-i-land, seriously?

"I name the cities personally," Celestia said, a little annoyed.

"Don't quit your day job. Second, of course I'm going. If there's the chance Morgaine is there, I have to go. Besides, I highly doubt these ponies could handle it without me."

"Very well, I will have a ship sent down to take you to the Mane Forest in the morning. For now, I would suggest getting some sleep. The journey will be long. Good luck my little ponies." With that Celestia vanished in a flash of white. The mane six started saying goodbye to each other and heading off, each of them preparing for the journey in the morning. Luna, however, walked over to Batman.

"We do not know why our sister trust you so much, bat," she whispered. "But if any of our friends are hurt on this journey, we will end you."

"You're welcome to try. Also, I don't plan on letting anyone die under my watch," he replied coldly, staring Luna in the eyes. With a nod and one last threatening glare, Luna vanished into the shadows. Twilight walked over to Batman, another question on her mind.

"What do think we’re in for tomorrow?" she asked nervously. As much as she hated to admit it, Batman was the expert in these situations. He pondered for a minute, going over all the facts he knew.

"Since it's the Temple of Traps, I can assume that we will have to rely heavily on our minds to stay alive. I believe that's your department," he thought out loud. Twilight blushed slightly at the praise. "When we get there, you follow my lead. I have a lot more experience in temples and ruins." He thought back to all his battles with Ra's Al-Gul and to all the temples and chambers he had to chase him into in order to stop him.

"Well, the most important thing we need right now is sleep," Twilight yawned, heading up the stairs to her room. "I suggest you do the same."

Batman nodded and headed for the basement. He waked down the stairs and sat in the same spot as the previous night, contemplating everything that had happened that day. He had met a pony that had first tried to invite him to a party, then threatened him. Another one didn't trust him, yet gave him a present for saving her sister. Finally, there was Fluttershy. The little pegasus had seen through his Batman personality and pierced his soul. And she felt terrible about what happened to him, even though they had fought.

Then there was Scootaloo. He wasn't sure what to make of her. Most children in his world and nearly all the ponies here ran at the sight of him, yet she was actually happy to see him. She didn't see him as a monster of vengeance, she saw him as a friend. He hadn't had someone think of him like that in a long time. She believed him to be a shining example of justice. If only she was right.

Batman sighed and let his thoughts go, emptying his mind. Once he was calm, he lowered his head and went to sleep.

Puzzle Time

Ponyville, morning.

The "ship" Celestia had brought looked like a blimp merged with a boat, a combination that Batman raised an eyebrow at. Just as the princess had said, the first thing him and Twilight saw when they left her house was the blimp waiting for them. Celestia stood at the side, smiling when her student ran up to greet her.

"I trust you slept well? As soon as your friends arrive, I will show you how to pilot the ship."

They did not have to wait long, as Applejack was the first to arrive followed closely by Rainbow Dash. Pinkie and Rarity showed up a little later. The four friends quickly engaged in conversation with Celestia and Twilight, leaving Batman to look around for the final member. After about ten minutes, he spotted her walking up to the ship as well as the source of her tardiness. Scootaloo was with her.

"Hiya again, Batman!" the orange filly said cheerfully, bounding up to him. "So you're going to this temple to, huh?"

"How did you know about this?" he asked, casting a look at Fluttershy. She bashfully hid behind her mane and walked over to her friends, joining in their conversation. Her reaction gave him his answer.

"So, what are you doing here this early?" Batman asked, turning his attention back to Scootaloo.

"Oh right, I have something for you." She pulled some sort of small item off her neck and held it out to Batman. He crouched and let Scootaloo place it in his hand. Standing back up, he saw it was some kind of charm. It was a diamond, with the image of a shield on it. He looked at Scootaloo with a questioning glance.

"Before my parents left, they gave me that charm," she said, looking at the charm while memories flooded back to her. "They told me that as long as I had it, that it would shield me from harm. It's all I have left of them," she said with a sniffle. "So I want you to borrow it while you’re on this trip, so you'll remain safe," she said, recovering her spirits.

Batman was a little touched that she cared so much for his safety. "Are you sure you want me to have it?"

"Yeah, you need it more than me," she replied, her smile coming back across her face. "And besides, I know you'll be safe because I know that it works."

"How do you know that?" Batman asked, a bit skeptical.

"Because, I had it in my mane when I was being chased by those Timberwolves and that's when you showed up and saved me! That's how I know it works!"

Batman nodded at her, seeing how she could believe it would protect her. If a giant bat creature had come out of nowhere and rescued him when he was a child, he might believe the charm had protective powers. If it meant so much to her, he would hold onto it for the time being. He looked over at the other ponies, noticing that Celestia had finished showing Twilight how to fly the ship.

"I've got to go. Wish me luck," he said to her, standing up.

"I already gave you your luck, you’re holding it," she responded, rolling her eyes. Batman smiled at her answer and headed over to the other ponies.

"Are you ready to go?" Celestia asked all the ponies once Batman had joined them.

"Yes Princess, we're ready," Twilight replied with confidence.

"Then get on."

The ponies and Batman climbed onto the ship. Once they were onboard, Celestia cut the tethers holding the ship to the ground. The ship began to ascend into the sky, while Celestia and Scootaloo watched. Celestia couldn't stop thinking about the rumors about the hidden temples. They were rumored to be the most dangerous ruins in the known world.

"Good luck, my little ponies!" she said, casting all doubt from her mind. These were the Elements of Harmony, they had defeated Discord and Nightmare Moon; they could handle this. "Batman, try not to die. It would be a shame if you did," she yelled up at him sarcastically.

"Do I look worried?" he replied.

"Come back soon!" Scootaloo cheered, waving a lot more enthusiastically at them. The ponies waved back while Batman sat down. The ship was built for ponies, so if he stood up he would probably fall off. The boat blimp had a cabin that would fit the ponies but was much too small for him. Celestia probably planned that. The ship reached the right altitude, the adventurers headed off.

==============--------------==============

"Ugh, ships always make me-URP," Pinkie gaged, dangling her head over the side of the "blimp."

Despite the fact that the ship looked like a blimp, it actually moved fairly fast. After five minutes of flying, Ponyville was almost out of sight, even for the cowls zoom. Twilight had the helm, Rainbow had been designated scout, AJ would be working on the snacks, and Rarity helped Twilight with the map. Batman couldn't really help since he was too big to stand on the ship without risking falling overboard. He leaned against the railing and spent his time thinking. That was until Fluttershy sat next to him.

"Are you enjoying the flight?" she asked him nervously.

"Why did you tell Scootaloo of our mission?" he responded.

"Well, I ran into her on my way over and she said she had something to give you, so I told her to come with me to Twilight's." She hung her head, "I'm sorry if I made you angry."

Why did everyone always assume he was angry? Right, his cowl was set into a permanent scowl. "Don't apologize, you didn't do anything wrong." Fluttershy stared at the clouds, thinking of something else to say.

"So what did Scootaloo give you?" Batman opened his hand, revealing the small diamond that meant everything to Scootaloo.

"She gave me something of importance to her and I plan to return it," he answered vaguely. "Now, what did you really want to ask me?" Fluttershy wasn't surprised that he had seemed to read her mind. He was really good at it.

"How do you do it? How do you deal with all the pain and suffering?"

"I use those emotions to fuel my fight," he replied curtly. Fluttershy had a few more questions, but was cut off by Twilight.

"Heads up everypony, we've reached our destination!" Twilight called out to everyone. Batman and Fluttershy looked over the side of the ship at a massive forest below. The forest was a lot bigger than Batman had thought it was. He slipped Scootaloo's charm into a spare compartment on his belt to keep it safe.

"Okay, Celestia said the temple would be somewhere around her!" Twilight yelled out, bringing the ship to a stop. The six ponies began to scan the forest, trying to find the temple. Batman activated detective vision and found it almost immediately. There was a section of the forest where the trees disappeared as soon as he activated detective vision. Furthermore, his cowl told him that there was a powerful cloaking magic covering the temple.

"It's down there!" he yelled out, pointing to the spot. Twilight gave him a skeptical look, which he returned with the bat glare, causing immediate obedience. Twilight slowly moved the ship into the "trees" and let out a gasp as the spell vanished, revealing an open area in front of a massive structure.

Once they had landed, the ponies jumped off the ship and gawked at the building. It was at least one hundred feet tall and nearly doubles that in length. It was covered in foliage and looked ancient. The six friends and Batman walked up to the front of it, looking at a massive door. On the door were odd inscriptions, as well as weird markings.

"Twi, what do these scribbles mean?" Applejack asked in confusion. The other ponies weren't fairing much better.

"Okay, I think this is ancient Equestrian," Twilight muttered, studying the symbols closely. "Let's see, I think the words translate into 'I can be silver or I can be gold. I fit into a hole. I can turn and I click and I'm better than any pick. What am I?'"

"That's a tough one," Twilight said. "This might take a-"

Twilight was cut off as the temple began to rumble. The massive doors slowly creaked open, revealing a staircase that went down into the darkness.

"But, why did the door-?"

"The symbols formed a key when combined properly," Batman said walking past them, heading into the temple. "Now let's go."

As he descended deeper into the darkness, the six ponies looked at the door. Sure enough, a key had been formed in the center, which had led to the unlocking of the doors. The ponies then swallowed their own fears and followed him into the depths.

=============--------------===============

The cavern in which the seven adventures found themselves in was actually fairly small. It was essentially a square room with a single black corridor heading into more darkness. Batman noted that there was no other way to proceed forward. The ponies however, were more interested on the bloodstains on the floor.

"It seems we're not the first ones here," Batman mused, activating his detective vision. The corridor was lined with pressure plates that when stepped on would trigger some kind of trap. Looking towards the ceiling, he saw what kind of trap it was. Giant rectangular stones were placed above the corridor. So much as touch one of the plates and about twenty tons of rock would descend on the unfortunate pony.

"Well Twilight, what do you say?" Rainbow asked.

"I'm not sure. Batman, do you have any ideas?" All the ponies looked up at him, waiting for an answer.

"From what I saw, there are plates that will cause the ceiling to come down on us the moment one of us steps on one of them." Rainbow looked at him skeptically.

"Look, I know this place is dangerous, but don't you think that's a bit much?"

To answer her, Batman pulled a batarang out of his belt a tossed it onto a plate. Before any of them could blink, the ceiling came down with a CRUNCH, a sound that echoed through the temple. As the ceiling slowly went back to its original position, Batman turned to face six ponies with their jaws on the floor. Twilight picked hers up first.

"How did you know?"

"Let's just say I can see more than you. I also see how I can get across without triggering any of the plates."

"Wait," Rainbow said, causing all to look at her. "Why don't I just carry everypony over one at a time?"

"Because," Batman answered looking back into the corridor, "There is some magical energy in the air that will trigger the ceiling if a pegasus uses its wings or if a unicorn uses its horn." He wasn't 100% sure about that part, but he wasn't going to risk it.

"So how do we cross?" AJ asked.

"I know, we could fire me out of my cannon, then the rest of you could do the same," Pinkie said with a huge smile.

"Batman, what do you think?" Twilight asked him again.

"I'll go across first since I know where the plates are," he began, walking into the corridor. "Then I'll use the line launcher to give you girls a way over."

"What's a line launcher?" Twilight asked.

"You'll see," he answered, vanishing into the darkness. The plates were oddly placed, making it nearly impossible for a regular pony to even conceive where they would be placed. It would take a razor sharp mind to do the calculations to figure out all there possible locations. Fortunately, Batman had his detective vision to tell him where all the plates were. Carefully tip-toeing, he made it to the end of the corridor. He reached for his belt and pulled the line launcher out. He had measured the length of the corridor while he crossed over, certain the line launcher would reach. Turning around, he fired the wire back down the corridor. He knew it had reached when he heard six startled yells.

"Alright, one I'm sending down the zip-line! When one of you has a good grip on it, tug the rope three times! Understood?" He heard a faint okay from the end of the corridor and he sent the handle for the zip-line down to the ponies. After feeling three tugs, he remotely brought it back over. Twilight was, naturally, the first across. She was holding onto the handle for dear life. Once he got her off the handle, he sent it back down. Three more tugs and another pony come down. much to Batman's surprise, it was Fluttershy on the handle. He had honestly thought that she would be the last one over due to her fear of everything. Just because she was the second one over didn't me Batman and Twilight didn't have to pry her from the handle. The process was repeated four more times before the group could move on to the next room.

=======-----------========

The corridor in this room was much larger than the one they had previously encountered. It was also a lot shorter, so short that the ponies and Batman could all see the exit. The walls were what concerned Batman the most. Carvings of ponies with their mouths open decorated the faces of the walls. He had seen enough of Indiana Jones to know what that meant.

"Ha, this room will be no problem. Watch me get across with my super speed!" Rainbow proclaimed, charging the corridor. Batman grabbed her tail and barely pulled her out of the way of an arrow that missed her face by an inch. Batman dropped her to the floor angrily.

"What were you thinking?" he angrily said. "If the last room had traps, what made you think that this one didn't?" Rainbow lowered her head to avoid looking him in the eyes. "Thought is was fast enough."

"Hey, it was an accident. She didn't mean to!" AJ said, putting herself between Rainbow and the bat.

"It's called the temple of TRAPS for a reason. If you make one mistake here, you could...never mind, just stand back," he growled, turning to face the arrow rigged corridor. Once again, flying and magic seemed to be out so he'd have to figure out a pattern. He stuck his armored hand into the corridor at eye level and watched as an arrow embedded itself into the gauntlet. He crouched and tried again. This time there was no arrow.

'So, the arrows come out at my height but not pony height,' he thought to himself. 'That's too simple, there must be more to this.'

He looked at the floor and raised an eyebrow when he saw a bunch of letters carved into the rocks. This was looking like Indiana Jones more and more.

"Hey look at this," Twilight said, looking at some inscriptions on the wall. "They say 'When all are one, under the same sun, all will be free and live in..."

"Harmony," Batman finished from the other side of the room. The ponies jaws dropped once again at his speed. "If you look closely, certain letters on the floor spell out Harmony. Make sure those are the only ones you touch Any pressure on the other letters could set off more arrows." The ponies nodded and began to cross.

He watched as the ponies one by one crossed the room without incident. Rarity was the last to go, making her way across without any problem until she reached the last step. Batman saw what would happen before it did. Her cloak that she had worn ever since he cut off her mane was loose. He watched her jump to the last letter and saw that the edge of the cloak would hit another stone. Faster than any of the other ponies could see, he grabbed her right as the cloak touched the floor. The arrow that was triggered by the cloak grazing the floor missed Rarity, but struck Batman in the shoulder. It pierced suit and the tip embedding itself in Batman's skin.

He quickly pulled the arrow out and scanned it with the cowl. Fortunately for him it wasn't poisoned, but he was now losing blood at an alarming rate The ponies were hysterical at what happened.

"Batman, are you alright?!" Twilight shrieked, trying to get a good look at his wound. Fluttershy nearlt fainted at the sight of blood while the other ponies turned green.

"I'm fine, let's keep moving," he grunted, moving towards the exit. Twilight quickly ran in front of him.

"NO, you're NOT okay, you're BLEEDING!"

"It's a minor cut. Let's go."

"We are NOT going anywhere until we stop the bleeding," she said firmly. The other ponies looked at him with worry in their eyes.

"If you insist," he muttered, pulling out the REC. He deactivated the fire feature and pulled the trigger, causing the metal to heat up. He watched as the metal got hotter and hotter until it was smoldering. What he did next caused the ponies to nearly throw up. He placed the metal to his wound, cauterizing it. Batman didn't even wince at the pain.

"There, all better," he told a sickened Twilight, putting the REC away. He tried to walk out of the room until a voice called him back.

"You saved me," Rarity said in disbelief. Batman turned to face her.

"Why?" Rarity asked.

"You mean besides the obvious fact that you would have died if I hadn't."

"I mean why save me? I thought you hated us ponies and didn't like to work with us."

"I don't like to work with you. You annoy me."

"Then why save us?"

The ponies watched Batmans eyes change. When he spoke, it was in a very low voice.

"As long as I'm still breathing, I will do everything in my power to prevent anyone from dying, be it man or horse." With that, he turned and headed into the next chamber, leaving six awe-struck ponies behind him.

=======-------============

"This must be the final room," Twilight said, looking around.

"Yes and it is absolutely filthy," Rarity remarked, trying her best to stay in the center of the room.

Batman looked at the massive door in the center of the circular room. This one wasn't as big as the one they had entered from, but it was still big. On it were more of the inscriptions from earlier and resting at the top of the door was an odd red crystal.

"Twilight, care to translate?" AJ asked her friend. Twilight looked at it for a good minute, trying to decipher it.

"Ugh, I can't see all of it. I need more light," she said, using her magic to make her horn glow. The moment her horn lit up, the crystal shot out a beam that scanned every pony in the room. Batman instantly back flipped away while the ponies jumped. The crystal went back to doing nothing, causing everyone to look at each other. After a minute of waiting to see if it would do anything else, Twilight went back to reading.

"I have no idea what it says," she said after five minutes of reading.

"What do you mean 'you don't know'?” Rainbow asked.

"I mean I don't know, this isn't ancient Equestrian. I don't think it's a language known to ponies."

"Then what do we do?" Rarity asked.

"Can you read it, Batman?" Fluttershy asked. Batman scanned the scribbled with detective vision, to no avail. He shook his head.

"Well ponies, any ideas?" Applejack asked.

"It looks like a puzzle or a riddle. I love riddles!" Pinkie exclaimed, bouncing back and forth.

"Well, if no pony can read it then we're-" Twilight began.

"Hi-diddle-diddle, it's time for a riddle."

Everyone in the room spun at the voice, the owner walking out of the shadows. What they saw was a human similar to Batman in a green jacket with purple question marks all over it. He had a matching green bowler hat and a gold cane with a question mark on the end. The ponies were clueless as to who he was, but Batman recognized him immediatly.

"Riddler."

Face Your Destiny

Temple of Traps, ten minutes earlier.

A flash of white filled the air as a certain sorceresses teleportation spell finished. Trixie stepped forward with Morgaine right behind her. The two stood in front of the temple, prepared for what was to come. That was until Trixie saw that the door to the temple was already open.

"So, it seems that Batman is already here," Morgaine mused.

"Should we dispose of him, master?" Trixie asked her horn crackling with power.

"My dear student, why would we do that? Batman will be the first to test all the traps and show us the way around them. We'd be fools not to accept his generosity," she answered with a wicked smile.

"What do you mean?"

"I mean why should we dispose of Batman and then have to go through all those traps ourselves? It is much more efficient for us to let him risk his life getting past the traps. Once he gets to the staff, then we can be rid of him and take the staff."

"I see. We let him handle the traps and then we swoop in and take the staff. I like it," Trixie smiled, rubbing her hooves together.

"Shall we?" Morgaine asked.

"Let's."

The two proceeded to enter the temple, Morgaine smiling at how the bat would react to seeing her. Trixie smiled at the thought of showing off her powers to her most hated enemy.

=======------========

"The Riddler? Who the heck is that?" Rainbow Dash asked Batman in confusion. Batman ignored her, keeping his eyes trained on one of the more dangerous foes in his rogue’s gallery.

"What are you doing here?" Batman asked, slowly reaching for his batarangs.

"I swear Dark Knight, if your feeble excuse of a brain moved any slower you'd be moving backwards," Riddler replied in a sarcastic voice, rolling his eyes. "I'm not really here. That stone up there read all of your tiny minds and pulled out a memory of whoever was best suited to give you the riddle. So naturally it chose me."

"So yer supposed to help us with this here riddle?" Applejack asked skeptically.

"Oh look at that, a hick that can actually think," Riddler mocked. "Hold on, I think I have some dog treats in one of my pockets."

"I don't think I like your attitude," Rainbow snarled.

"You should have stopped at "I don't think". It would have been a much more accurate description." Riddler taunted.

"Oh, that's it he's going down!" Rainbow yelled, charging straight at Riddler. He yawned as Rainbow Dash passed right through him and collided with the wall.

"You're even dumber than the hick," He scoffed. "Let me put this in words you can understand. Me no here. Me part of Batman's memories. Pony understand?"

Rainbow picked herself up off the floor and glared at Riddler, who turned his attention back to the others. In an instant, Batman had grabbed him by the throat and held him up.

"What does the ridddle say?" Batman asked in a menacing voice.

"Hold on, how come you can touch him?" Rainbow interupted.

"His...mind...his...rules," Riddler gasped out. Batman let go of him and he fell to the floor, clutching his neck. After a moment, he stood up and adjusted it.

"The riddle. Now."

"Very well, but I doubt any of you tiny-brained donkeys will be able to even understand what I'm telling you."

"I'm not a donkey!" Rainbow yelled, really wishing that she could pound him.

"Your right, donkeys are far more intelligent than you ponies and they serve a purpose." The mane six glared at him. "However, I have a riddle to tell you, so here we go. Riddle me this, what is with you when you are born, follows you throughout your entire life and knows where your final resting place will be? Honestly, this is a ridiculously easy riddle, even for you lower intellects."

The six ponies had gathered into a circle, trying to decipher the riddle.

"I say it's death," Twilight said. "Death follows everypony from birth and knows when our time will come."

"I think that it's yer shadow. It follows a pony since their birth and is with them when they kick the bucket," Applejack suggested.

"That won't work, remember, it KNOWS when we will die. A shadow can't tell us that," Twilight argued.

"What about friends?" Pinkie suggested. "I've had friends with me ever since I was born and they'll be with me when I gone to that giant party in the sky."

"Again, the part about knowing how you die doesn't fit," Twilight growled, frustration boiling up in her. "Batman, what do you think?"

"I'm starting to think the Riddler might be right about you," he sighed, turning to face the Riddler. "It's destiny," he answered.

"Very good, Dark Knight. You solved a riddle that a five year old child would have solved. Never-the-less, I have to open the door for you, so until we meet again." With that, Riddler walked up to the doors and tapped it with his cane. The door to the the innermost chamber swung open.

"I'd say good luck, but you tiny brained beasts of burden wouldn't know what to do with it," Riddler scoffed. He felt a tap on the shoulder and turned around, right into one of Batman's fist. Riddler fell back and vanished in a flash of light. Batman walked over to the ponies, who had started to head inside. Twilight gave him a look.

"Who was that creep?" she asked.

"Edward E. Nigma, a.k.a. the Riddler. He has a compulsive disorder that forces him to match his intellect against other people. He usually invents some kind of challenge for his...opponents to overcome," he responded, bringing up Riddler's profile on his cowl.

"What happens to the people who fail his challenges?"

"He kills them," he said flatly.

Twilight stopped in her tracks, horrified by what Batman had said. He killed people for fun, to see if anyone could match his wits. What kind of sicko was the Riddler? She shook her head and ran back to Batman's side.

"So how do you know him? Trade ideas for silly outfits?"

"I am one of the few people that can out think him. He is one of the evils that I fight against."

"Wait, one of the evils? There's more than him?"

Memories flashed through Batman's mind of all the super-criminals he had to face, ranging from psychos like Zsasz to the big names like Joker. Batman shuddered at the thought of Joker in this land. The ponies wouldn't stand a chance.

"Yes, a lot more," Batman replied at last.

"Wow. And you fight them all by yourself?"

"No, there are just as many heroes as villains."

"So Spike and that book of his were right?"

"Correct."

"I'll have to apologize for ignoring him then," Twilight grumbled.

"Hey, I see light at the end of the tunnel!" Pinkie exclaimed. "Rainbow Dash, head towards the light."

"Ha-ha, very funny."

The group headed into the light, unsure of what was next.

======------========

"Wow," Rainbow mouthed, looking around the massive room.

"Ah'll be, this is one impressive room," Applejack said with a whistle.

The room the ponies and bat found themselves in was a massive circular room with light streaming in from above. The floor was stained glass with images of past battles crafted into it. At the other end of the room was another door, with the words "exit" written above it. Cute. However, everypony was looking at a massive statue of a unicorn with a beard standing in the center of the room, as if it were a silent watcher.

"Star-Swirl the Bearded," Twilight whispered, eyes glued to the statue. Batman, however, was focused on something else. In the center of the room, right under the statue, was the Staff of Destiny. It was solid gold with a beautiful orb in the center. The staff glowed with power, seeming to invite the group in closer. The group moved over to it, curiously staring at it. When they were within a few feet of it, a voice rang out through their minds.

'Congratulations on passing my tests. You are worth of the Staff of Destiny. But before you receive one of the more powerful artifacts, I must reward such cunning and bravery. I will show you your destinies.' A flash of light filled the seven's minds and each of them found themselves looking at a different image.

Twilight found herself looking at a much older version of herself, radiating power and authority. She was standing in a library that dwarfed any other that she had ever seen and she was the master of it. A huge smile broke out on her face, as she realized that this was her future.

Rainbow Dash had an equally huge grin on her face. Her vision was of her being not just a member of the wonderbolts, but she was their captain. She wore the traditionally wonderbolts outfit and everypony looked up to her and respected her. It was her dream come true.

Pinkie was a party god. She threw the greatest parties in all of Equestria, parties which ponies from all over the world came to attend. Pinkie would also craft the greatest party snacks know to any race. She squealed with delight at her destiny.

Applejack's was just as she liked it. Hers was simply she would one day help Sweet Apple Acres become one of the biggest apple sellers in all of Equestria.

Fluttershy's was also somewhat simple. Hers was she took care of even more animals and helped even more ponies. She smiled contently at her future.

Rarity's, oh god, Rarity had the biggest fashion line in the entire world. Thousands of ponies would line up in hopes of just seeing her majestic designs, to pray that see would cast her gaze upon her. She was considered to be the most beautiful mare in all of Equestria. Rarity had a dreamy look on her face, soaking in her future.

Then there was Batman's. His future was a world covered in fire. Ponies were chained together and forced to erect monuments to a certain sorceress. All around him was pain and suffering and above it all sat Morgaine on a throne made of stone. At her feet lay Batman, dead.

As quick as the images appeared, they were gone, leaving six awestruck ponies and one very concerned bat.

"I don't believe it! I become captain of the wonderbolts!" Rainbow shrieked, jumping ten feet in the air and flying around happily.

"I get to be the greatest dressmaker in all of Equestria," Rarity said, practically drooling over the thought of her future. Twilight smiled as the ponies continued to share what the future held for them. See looked over at Batman and saw he had a dark look on his face. Curious, she walked over.

"And what did the future hold for the great Batman?" she teased.

"I take it you found your futures to be what you wanted?" he replied.

"Yup, I'm super happy with mine. It's just what I always wanted," she smiled.

"And what if you weren't 'super happy' with your destiny?"

"Well, what can you do, it's your destiny," she shrugged as she walked back over to her friends. Batman wasn't too happy about that answer, but he walked over as well.

"Alright girls, let's grab the staff and get-" she stopped abruptly, looking over at the staff. Standing there were two figures. One was a human in a green robe with a gold mask, holding the staff in one hand. The other was a unicorn that the ponies knew all too well.

"Trixie?" Twilight asked in disbelief. "What are you doing here and why are you with...Morgaine?"

"What does it look like, Twilight? We are-" Three batarangs sliced through the air, aimed straight for Morgaine. She quickly threw up a barrier to protect herself, knocking the projectiles away. She smiled and looked at Batman.

"It's nice to see you as well, Batman, she coolly said.

"Hand over the staff Morgaine and I promise not to break all the bones in your body," Batman snarled, pulling out an anti-rang.

"Oh Batman, you're always so serious. You may have managed to get past the traps, but I got the prize in the end."

"Okay lady, you're going down," Rainbow snarled, about to attack.

"NO!" Batman roared, freezing Rainbow in her tracks. "How did you get in here?" he asked, turning back to Morgaine.

"Why, we simply followed you and waited for our chance to steal the staff," Morgaine smiled, while Batman kicked himself. The oldest trick in the book and he had let his guard down long enough for Morgaine to pull it off.

"But since you all came so far, I don't want you to leave without something for your effort," Morgaine taunted. "I know! You can have this."

She placed her hand on the statue behind her and channeled her energies through it. The statues eyes glowed green and with a roar that could wake the dead, it began to move.

"Twilight, stop her!" Rainbow Dash yelled. Twilight fired a massive energy blast at Morgaine, who was too busy concentrating on her spell to notice the incoming spell. Trixie, however, was fast enough to jump in-between Morgaine and the spell, erecting an incredibly powerful barrier that shattered Twilight's spell.

"How?" Twilight asked.

"That is the advantage of being on Master Morgaine's apprentice," Trixie replied with a dark smile. Morgaine finished her animation spell, allowing the giant statue to slowly move towards Batman and the ponies.

"I must go now Batman, but I'm sure we will meet again. If you survive that is." With a laugh, she placed a teleportation spell around her and her apprentice. Before they could leave, Twilight shouted one last question.

"Trixie, why are you helping Morgaine? This isn't you!"

"As if you would ever understand," Trixie said with venom, vanishing as the teleportation spell finished. Twilight stared at where the two had vanished until Batman's voice snapped her back into reality.

"TWILGHT, MOVE!" Batman yelled, tackling the purple unicorn out of the way as a giant hoof crashed onto the spot where she had just been standing, cracking the glass floor. Batman rolled and came to his feet, staring at the colossi which slowly began to walk towards him. AJ pulled out her rope from under her hat and lassoed it's legs, trying to trip it. The stone giant snapped the rope like string. Rainbow Dash flew straight into the creatures face, colliding with its head. The giant didn't even flinch, whereas Rainbow fell to the ground, unconscious. Batman used the grapple to pull the KO'd pony out of the way of another glass cracking hoof.

"Fluttershy, Rarity, take Rainbow and get out!" Batman yelled at the ponies, who quickly obeyed. They picked up Rainbow and ran for the exit. "Pinkie, Applejack, Twilight; go with them!"

"But what about you?" Twilight yelled back as the six ponies made it to the exit.

"The statues after me, I'll deal with it! NOW GO!" he roared as the giant charged at him. He grappled to the ceiling and descend onto the statues head. The giant shook it's head, trying to toss of the Dark Knight, who managed to hold on with his strength. He pulled out the explosive gel and applied it in three separate areas. Batman dove off the giant and spread his cape to slow his descent. The moment he landed, he turned and triggered the explosive gel. Three separate explosions rocked the giant, but barely even knocked a layer of dust off of it.

Batman looked around, hoping something would come to him. His eyes fixed on the cracked glass and a plan formed in his mind. Grappling out of the way of another charge, he made his way over to the cracked glass. He quickly placed three explosives on the glass and turned back to the statue. It roared and charged straight for him. He whipped out the grapple and grappled onto the giants face, attaching the cable to the back of the giants head. He set the grapple for maximum length and jumped. He hit the ground and rolled, just as the statue reared on its hind legs as it came to a stop just a few feet from the cracked glass.

With all his might, Batman began to pull, trying to get the statue to tip over onto the glass. Even with his great strength, the statue slowly began to lower to all fours. He pulled in vain, knowing that this plan wasn't going to work. That was until it did. Suddenly, his cable was covered in a purple light and he felt the statue began to tip back. Turning his head, he saw Twilight standing in the doorway, horn glowing and a look of determination on her face. The two of them pulled with all their might until at last, the statue fell on its back, nearly shattering the glass. It turned its head to look at Batman, who held the trigger in his hand.

"Go to hell," he muttered, pressing the switch. A massive explosion shattered the weakened glass, causing the statue to fall through into the darkness below. Unfortunately, the explosion was strong enough to cause the entire floor to start breaking. He turned and made a mad dash for the exit, as the floor shattered and caused a cascade of stained glass to fly everywhere. Glass bounced off his suit and cut his face, but Batman kept running towards the exit. He took a giant leap right as the floor finally gave way. He calculated his angle and realized that he would be just an inch short of the ledge. He just barely missed the edge of the exit and he began to fall, until a purple hoof grabbed his hand.

"Batman, hold on!" Twilight yelled, straining to hold up his weight. He quickly brought his other hand up to the ledge and pulled himself up. The two sat there panting for a minute, before Batman stood back up.

"Where are the others?"

"They managed to get out," Twilight said between breaths.

"Why did you come back? I told you to go."

"And let you have all the fun? I don't think so," Twilight responded with a smile, before collapsing to the floor. "I can't move. Pulling the Star-Swirl statue over drained my stamina."

Batman chuckled. "That I can fix." He picked up Twilight and began to walk to the temples exit.

"Hey, this is no way to treat a lady!"

"Then it's a good thing you’re a pony," he replied. Twilight's eyes went wide.

"What?" he asked.

"Did you just tell a joke?"

"I simply stated a fact."

"Yeah, sure."

"By the way, thanks," Batman muttered. Twilight lifted her head in surprise, before a huge smile started to spread across her face.

"What?"

"I don't believe it. You actually said thank you."

"It would've beeen much harder to defeat the statue wothout your help."

Twilight thought about what he had said and done. He had kept the statues attention on himself so the others could escape. He saved her life again as well as Rainbows. "Maybe you're not as bad as I thought," she muttered, beginning to believe what she said.

"You're right. I'm much worse," he said with a small smile.

Twilight let out a laugh as the two made it outside.

======--------=========
Batman and the ponies were heading back to Ponyville on their blimp. Twilight was too exhausted to fly, so Applejack took over. After Twilight explained how it worked, AJ was able to achieve liftoff and began heading home. Twilight and Fluttershy were sitting next to Batman on the deck. Rarity and Pinkie were watching over Rainbow, who was still out cold from the battle. The six ponies’ spirits were low.

"I don't believe it. Celestia entrusted us to get that staff and we failed," Twilight said in a small voice." What if she's so disappointed in me that she decides I'm not worthy of being her assistant? What if she determines that I'm not good enough with magic, so I get sent back to magic kindergarten? My life could be over!"

"Twilight, please calm down. I'm sure Celestia won't mind," Fluttershy said, trying to comfort her friend. "Even though we went through so much trouble to get there."

"What ah want t' know is why was that no good Trixie with Morgaine?" Applejack asked, walking up to the group. "Even if she is a braggart, ah don't know why she would go with some pony that’s evil."

"Applejack, why aren't you flying the ship?" Twilight asked in concern.

"There's a button called auto-pilot. It allows the ship to fly without me," she answered. "So, what are we gonna tell Celestia about the mission?"

"I don't know," Twilight said miserably. "How can we tell her we failed?"

"You ponies are looking at this the wrong way," Batman said, causing the ponies to look at him. "We went through a temple filled with traps, tricks and a giant statue bent on our destruction. And all of us made it out alive. I don't know about you, but that's a success in my book."

"He's right," Fluttershy said with a smile. "We all made it through this ordeal together and we're all mostly alright."

"We'll just have t' make sure t' get the next one," Applejack replied, smiling as well. Both ponies looked at Twilight, who was thinking about what they said.

"Yeah, you girls are right. We'll make sure we get the next one," she stood up with a smile. "And I believe that's Ponyville down there."

Ponyville had just come into view, as the sun began to descend. Rainbow Dash had finally woke up and the other three ponies joined AJ, Twilight, Fluttershy and Batman on the deck, each lost in their own thoughts. For Batman, his mind was on what his destiny had been. The entirety of Equestria slaves to Morgaine's will and he was lying dead at her feet. He knew that he would do everything in his power to prevent that from happening, but what he wasn't sure was if even he could fight against destiny.

Voices in my Head

Ponyville library.

The mane six and Batman had returned to the library. Spike had been over joyed to see them all safe and wanted to hear every single detail of what happened at the temple. His smile fell, however, as he heard about the deadly traps and the risk they all took. He gasped when he heard that Rarity was almost struck by an arrow and how Batman had taken it for her. The part with Morgaine and the battle with the giant statue really got to him, as he thought of how close some of his friends came to dying.

"I guess the mission was a bust, huh?" he said after hearing about how Morgaine had gotten away with the staff.

"Well, at least all of us are safe," Rarity said, giving Batman an appreciative glance. Spike gave Batman a very grateful glance.

"Thank you," Spike said.

"Why is everyone thanking me?" Batman grumbled.

"Because you saved Twilight, you saved Rarity; you even got Rainbow Dash out of a really bad spot," Spike said with emotion.

"Hey, it's not my fault. The statue cheated," Rainbow said with some heat.

"Dash, you head-butted a rock. I'm pretty sure that's on you," AJ said with a smile.

"And what did you do to it? Oh right, nothing!" While Rainbow and Applejack began to argue, Spike asked Twilight an important question.

"So what do we tell Celestia?"

Twilight took a deep breath. "We tell her the truth. We tell her we failed."

"Should I get your quill and paper?" Spike asked nervously.

"No, Spike. I'll deliver the explanation to her personally because...I'm going to be in Canterlot for a while."

"WHAT?!" everypony except Batman exclaimed. Twilight would be leaving them?

"But, why?" Spike asked with tears in his eyes. "Is it because I snore? Or that I use your books to keep the table balanced, because I can change! I can change!"

Twilight rolled her eyes. "No Spike, it's not you. It's Trixie." Everyone gathered around Twilight, waiting to hear her reasoning. "When we were in the temple, I used one of my most powerful spells on Trixie and she had no problem deflecting it. Her powers seemed to have gotten stronger since her last appearance in Ponyville. And I'm sure that one day I'm going to face her again. So I want Celestia to train me until my magical powers can contend with Trixie's." The other ponies all looked at each other with worried glances, none of them saying anything.

"I agree," Batman said at last. "If Trixie's main goal is to defeat you, you'll need to be ready for her."

"But what about the library?" Fluttershy asked.

"As much as I hate to say this," Twilight muttered, turning to face Batman, "I want you to look after Spike and the library while I'm gone." Batman raised his eyebrows at what she said.

"Are you sure?" Batman asked her carefully.

"Well, yesterday I would've asked one of the girls to look after it, but after what we went through in the temple...I'm starting to think Fluttershy's right about you not being all bad. So I've decided to trust you."

"You'll still want us t' check up on him, ah reckon?" Applejack asked with a sly smile.

"Naturally," Twilight responded.

"I don't believe it! I get to spend my time in the library talking to Batman instead of having to reorganize every ten minutes?! This is awesome!" Spike yelled out, running around the room.

"Will I have time to throw you a goodbye party?" Pinkie asked Twilight with sad eyes.

"Sorry Pinkie, but I don't think so." Twilight responded.

Pinkie started crying and put Twilight in a death hug. Batman was surprised that Twilight would trust him so soon after just meeting him. Fluttershy standing up for him, Twilight trusting her home to him; what was the world coming-

'Batman? Batman can you hear me?' said a voice.

"Fate?!" Batman yelled out in disbelief. The ponies all jumped at his sudden outburst and looked at him oddly.

'Batman, thank goodness I was able to contact you. I'm glad to see you're alive.'

"How are you talking to me?" Batman asked. Now the ponies were worried about him.

"Um, who are you talking to?" Rainbow asked.

"A voice in my head. Be quiet!" Batman snapped.

"Why am ah not surprised," AJ muttered as Batman went back to talking with Fate.

'I detected a portal anomaly in this section of the infiniverse while I was looking for your whereabouts. I stumbled upon Grundy being forced back to our world, so I assumed you were responsible. But some very powerful magic prevented me from talking to you. I have spent a full two days trying to get a hold of you.' Dr. Fate explained.

"Fate, Morgaine is here and she's up to her old tricks. Can you get me back to the cave or send reinforcements here?" Batman asked.

'Unfortunately, no. Whatever magic protects the world you're in, it prevents me from opening a portal to it. You will need another one of those dimensional stones if you hope to return.'

"Damn," Batman muttered, trying to think of what else to do." How's Gotham?"

'Robin and Etrigan are defending it. Superman has also given them a hand from time to time. He was a little worried when he came to meet me, but I assured him that even the grim reaper couldn't stop you. Where are you, if you don't mind me asking?"

Batman turned to look at the ponies. "You wouldn't believe me even if I told you. Inform Robin, Superman and Oracle of my situation. Morgaine is still here and I still have to stop her, even if I don't have backup."

'Will do. Good luck with your battle.'

'Is this a private chat or can anyone join?' Pinkie's voice said inside Batman's head.

'Um, who was that?'

"Don't ask," Batman muttered as Fate vanished.

"What was that?" Twilight asked at last. "Who is Fate?"

"Dr. Fate," Batman began, "is a sorcerer. He is an ally of mine and arguably even more powerful than Morgaine." The ponies eyes widened. "He was using telepathy to speak directly into my mind."

"And what did he tell ya?" AJ asked.

"He was telling me I'm on my own. He cannot open another portal without a dimensional stone, so no other league members, none of my other gadgets; I'm going to have to rely on brains and luck."

"That sounds bad."

"Trust me, I've fought with a lot less in my corner."

"What's Gotham?" Pinkie asked. "It sounds like a fun place."

"Gotham is my home," he answered. "It is a city filled with scum, villainy and corruption. I am its protector. I battle the evil that plagues my city every night."

"Why would ya do that?" Applejack asked.

"Wouldn't you fight against an evil that tried to take your home?" Fluttershy answered for him.

"Yeah, ah guess ah would," AJ answered with a shrug.

"Anyway, it's about time to head off for Canterlot," Twilight said, enveloping herself in a massive distance teleportation spell. "See you girls later." The ponies covered their eyes as a blinding flash filled the room, indicating Twilight had left. The ponies said goodbye to Batman and headed out to their homes. Batman remembered he had a promise to keep, so he headed for the school yard.

======----========

Batman was once again in a tree overlooking the school. And he was not happy with what he saw.

The situation at the school yard was similar to the one he had seen yesterday. A circle of foals, with Scootaloo and Diamond Tiara in the center of it. Diamond was once again taunting Scootaloo, who stood silent with a look of hatred in her eyes. Using detective vision to look inside the school, Batman saw a filly distracting the teacher so that she was oblivious to the events going on outside.

"What's the matter blank flank, not even going to speak? Or do you know that I'm right," tiara said with a smile. Scootaloo stayed silent even though she looked like she wanted to explode. Her friends, Sweetie Belle and Ribbon (Batman hadn't figured out her name yet) were giving Tiara a look almost as menacing as Scootaloo's. Tiara had place herself between Scootaloo and the schoolyard exit to Ponyville, forcing Scootaloo to listen to her.

"Come on, at least say SOMETHING. You're making this way to easy."

"Listen here, Diamond Tiara," Ribbon spoke up, shaking with rage. "I have half a mind to-"

"Applebloom, stop," Scootaloo said, placing a hoof on her friends chest. "She isn't worth our time."

Batman smiled inwardly at what Scootaloo said. 'So you really are taking my advice to heart.'

"Not worth your time?" Diamond Tiara said in shock. "I am more important than all three of you combined!"

"Come on girls, let's go crusading," Scootaloo said to her friends, ignoring Tiara. That made the pink filly even angrier.

"Oh no, you're not going anywhere," she snarled placing herself between the friends and the exit, unwilling to move. That was, until a voice from behind her nearly made her faint.

"Is there a problem?"

Diamond Tiara slowly turned around and found she was looking at one very angry Batman. Her pupils shrunk to the size of peas and she tried to make herself as small as possible. Everypony in the schoolyard was having a similar reaction, trying to hide or make themselves seem smaller. Scootaloo, however, was overjoyed to see Batman again.

"Batman!" she yelled with a huge grin, running past a terrified Diamond Tiara. "What are you doing here?"

"What's going on now?" he asked, eyeing all the foals. Each lowered their head as his gaze was cast over them.

"Oh nothing much, Tiara and I were just having a talk," Scootaloo said with a smile.

"W-what are you?" Diamond Tiara whispered. Before Batman could answer, Scootaloo spoke for him.

"Oh, this is Batman. You know, the guy that beat the ELEMENTS of HARMONY in the forest. He was also responsible for the defeat of SOLOMON GRUNDY," Scootaloo said with an evil smile, watching as Diamond Tiara's face got whiter and whiter. "Also," Scootaloo said in a whisper. "I hear he likes to eat foals."

That was enough for Tiara. Screaming as loud as she could, she took off towards Ponyville. The other foals followed her lead, each of them running home as fast as they could. Scootaloo was on her back, doubled over from how hard she was laughing. Only her two friends stayed with her.

"I noticed you didn't tell her the truth," Batman said to Scootaloo, giving her a stern look.

"And I noticed," Scootaloo replied shakily, still laughing to herself, "that you didn't bother to correct me."

"Fair enough," Batman replied with a small smile. He looked over at Sweetie Belle and Applebloom, neither of whom had moved since Batman had arrived. They flinched from under his gaze, until Scootaloo spoke up.

"Come on girls, don't be afraid. He's a friend of mine." At Scootaloo's insistence, the two cautiously made their ways over to Batman. The stared at him for a minute before Sweetie Belles spoke up.

"You're the one who cut off my sister's mane, right?" That was not how he wanted this conversation to start.

"Yes, I did," he replied honestly. Much to his surprise, the young filly broke out in a huge grin.

"You have no idea how funny it was to see Rarity run around without her mane, all the while swearing she would destroy you!" Sweetie Belle said happily, tears welling up in her eyes at the thought of the funny memory. "I thought she would stay inside our home forever, she was so embarrassed."

'These ponies have a weird way of showing their affection for each other,' Batman thought to himself.

"So Batman," Scootaloo began, causing Batman to look at her. "Would you like to come over to our tree house to go crusading with us? Applebloom found something you might want to see."

Applebloom reached inside her bag and pulled out Spike's book on heroes. Batman raised an eyebrow when he saw it.

"Where did you get that?" he asked.

"Well, ah was helping Rarity with her new fashion design a few days ago," Applebloom began, shuddering at the thought of standing still while she modeled, "when Spike had come in to see if Rarity needed help with anything. He had set the book down on a table while he talked to her, trying to cheer her up about the loss of her mane. He forgot it when he left, so ah picked it up. Ah've been holding onto it ever since."

"So whadda say, Batman? You want to come with us?" Batman figured that his time would probably be better spent trying to find more information on Morgaine, but as he looked into the fillies eye's, he found he just couldn't say no.

"Alright, let's go," he said, giving in. The three fillies began cheering and raced off to their clubhouse.

======-------=======

The clubhouse was too small for Batman, so the CMC decided they would sit outside on the grass. The Cutie Mark Crusaders had cracked open the book and flipped through it until they got to Batman's page. Batman flinched inwardly when he saw that the fillies had some questions for him.

"So you really do fight against crime in your world?" Sweetie Belle asked.

"Yes." He was going to be brief. He hated being questioned.

"What's a 'vigilante'?" Applebloom asked.

"A vigilante is someone who works outside the law in order to preserve justice and protect others."

"Don't you have guards that do that kind of thing for you?" Scootaloo asked.

Batman sighed. "My city's...guards can be bought, judges can be threatened, and witnesses can go missing. I often need to work outside the law in order to save lives." He watched the fillies reactions to his answer, already knowing what to expect. The fillies were too young to understand how justice could be achieved if you broke the law. They would learn with time that all things weren't black and white.

"Alright then, let's keep goin'," Applebloom muttered, looking back down at the page. She was scanning it until she saw a line that made her eyes go wide. Slowly, she looked up at Batman.

"Applebloom, what's wrong?" Scootaloo asked.

"I don't believe it," Applebloom whispered. "YOU'RE A CRUSADER?!"

"Excuse me?" Batman asked in confusion.

"Yeah, it says right here that yer a 'Caped Crusader'. So yer a crusader, like us!" The other two crusaders rushed over to Applebloom to see if she was telling the truth.

"You're crusaders?" Batman asked in pure disbelief.

"Yeah, we're the Cutie Mark Crusaders! We crusade for cutie marks, hence our name!" Sweetie Belle explained. "So if you’re a caped crusader, does that mean you crusade for capes?"

"Two things. First; no, I do not crusade for capes. I'm called the caped crusader because of my crusade against crime and that I wear a cape," Batman explained. "Second; what is a cutie mark?"

"A cutie mark is what a ponies special talent is," Applebloom explained with a crestfallen face. "That's why we crusade for them. We're trying to find out what our special talent is."

Batman began to piece the puzzle together. "So that's what Diamond Tiara meant when she called you a 'blank flank'. It was meant as an insult."

"Yeah and it really hurts," Sweetie replied angrily.

"She wants to see you riled up. The best thing to do is ignore her," he said, turning to Scootaloo. "Just like you did."

"Yep, I decided that you were right and that I wouldn't let her get to me," Scootaloo said with a smile, realizing what that meant. "And that means you have to teach me some of the martial arts."

"Yes, I suppose I do," Batman said wearily.

"Wait a sec, ah just had a brilliant idea!" Applebloom exclaimed, facing Batman. "We have capes and you have a cape. We're crusaders and yer a crusader."

"And your point is?" Scootaloo asked.

"We should be the Cutie Mark Caped Crusaders!" Applebloom exclaimed with a huge smile. The other two fillies instantly agreed.

"Yeah, that actually sounds really cool!" Scootaloo exclaimed.

"I could make capes that look like yours Batman!" Sweetie Belle chimed in. Batman watched as the three began talking amongst themselves in a very happy tone. He was amazed that they could get anything done with their short attention spans. After a minute, Batman motioned for Scootaloo to join him. She walked over and sat down in front of him.

"I believe I have something of yours," he said to her, pull her charm out of his belt and handing it to her.

"You remembered!" she smiled, looking at the charm. She went to take it, then stopped.

"What's the matter?" he asked her.

"It's not that I don't want it back," she said with some hesitation. "But from what Fluttershy told me, your going to be in even more danger. So I want you to keep it until you're done with your mission."

"Are you sure? This charm means a lot to you."

"Certain." she smiled at him.

"Alright then. Now, about your training..." he said, placing the charm back in his belt.

"Oh, right, the training. So, what are we going to do first? Flying dragon attack? Spinning crescent kick?"

"Breathing," Batman answered bluntly. Scootaloo gave him an odd look.

"What do you mean 'breathing'?"

"I mean learning to control your breathing; learning control."

"How does that help me learn martial arts?"

"Control is very important. Controlling your body so you can move the way you want. Controlling your emotions so you remain level headed. And controlling your opponent so there's nothing they can do to stop you." Batman began to show her breathing techniques, which Scootaloo mimicked. Applebloom and Sweetie Belle watched as the training began.

====-----========

The moon had just begun to rise when Batman finally made it back to the library. Scootaloo was a talented foal and a fast learner. She listened to everything he said, absorbing his teachings like a sponge. After about an hour of practice, he walked Scootaloo and Sweetie Belle to their houses, while only escorting Applebloom to the outskirts of the apple orchard. He still remembered the warning that Applejack had given him about her family members.

He opened the door and walked inside, finding most the lights to be off. He heard snoring in the room and saw Spike asleep at the table. Apparently he had fell asleep waiting for him. Batman put the book that Applebloom had returned to him on the table and headed into the basement, sitting down against the wall. He thought back to what the Staff of Destiny had shown him in the temple. Was that his destiny? To lose to Morgaine and to allow this peaceful world to fall into slavery? After fighting some of the most dangerous creatures to ever bother his world he was going to lose to her? Batman just didn't know. He pulled Scootaloo's charm out of his belt and held it in his hand.

'So far you seem to be working. Let's see if that'll continue in the future.'

=====----========

Morgaine's Castle.

"Master Morgaine, may I ask what are you doing?" Trixie said. Morgaine had the Staff of Destiny in a magical spell, morphing it beyond Trixie's imagination. Under Morgaine's magic, the staff's handle turned into a shining black blade and the top turned into a handle with a ruby in the hilt. When the transformation was complete, Morgaine grasped the sword by the hilt and examined it, pleased with her work.

"Master, what is that?"

"This my dear Trixie, is the Sword of Destiny. It is similar to the Staff of Destiny, except it is a much better weapon and it lets me see other peoples destinies." Morgaine said with a smile, bringing the blade up to her eyes.

"Now, show me Batman's destiny." The blade obeyed and a moment later, images of Batman's future were being placed into Morgaine's mind. Upon seeing his future, she began to laugh, slowly at first, but her laughing grew louder until the entire castle rang with it. Trixie was unnerved, but at the same time intrigued.

"What did it show you?"

Morgaine turned to Trixie with a smile. "It showed me our victory is certain."

Mans Best Friend

Ponyville, one week later.

It had been a very interesting week for Batman. Since Twilight had put him in charge of the library, there had been a lot less ponies picking up books. The first two times he answered the door, the pony standing there had fainted. As the week went on, less and less ponies came to the library. Spike was enjoying the break, saying how Twilight would make him reorganize the library on slow days. Batman had asked Spike not to ask him any questions about himself, a request that Spike had agreed to. For Spike, just being around Batman was enough. So far, the only pony to even come into the library was Applebloom, who had stopped by to return Spike's book.

Batman had found a book on dimensional theory and had spent most the week learning what he could about multi-dimensional travel. Spike had started reading comic books, something Batman would probably never find interest in. After a while, Spike sat up and stretched.

"Alright, time to drop this book off at Rarity's," he said with a smile, holding up a book called, "Unusual Fashions." He started to climb out of his chair when a knock came from the door. Frowning, he walked over and opened it. Rainbow Dash was standing there, impatiently tapping her hoof.

"Hey Rainbow, what can I do for you?" Spike asked.

"I heard the new Daring Doo book came out. I must have it," she replied, looking into Spike's eyes.

"But, I-"

"Must. Have. It."

Batman stood up from his studies and walked over to Spike and Rainbow, taking the book from Spike. "You help her find the book; I'll drop this off at Rarity's. I need to stretch my legs"

"But-" Spike began.

"Thanks, Batman. Now, where would Twilight have put it?" Rainbow muttered, pushing Spike inside despite his protests. Batman closed the door and headed into town, expecting the worse. Every time he went into the town, he ended up getting cold stares and looks. No one ever bothered him; they were much too afraid, but that didn't stop them from eyeing him. He walked silently, eyes ahead, until a grey pegasus slammed into him. The force of the impact knocked the both of them over. He sat up, ready to fight. Until he realized that the pegasus was the same yellow haired mare from the Grundy attack a week ago. She shook her head and looked up at him. Much to Batman's surprise, she smiled at the sight of him. She got to her feet and reached inside the mailbag she was carrying. She pulled out a letter and handed it to him, indicating for him to take it. When he did, she took off into the air and flew straight into a wall. Rubbing her head, she then flew off.

Batman watched her fly away before beginning to open to letter. He was aware of every pony in the area watching him, giving him the same look of loathing as before. He looked at the letter and instantly was shocked. The letter simply said "Thanks for saving us." Not all the ponies distrusted him apparently. Batman felt a small smile pull at his mouth again as he reached Rarity's shop. He knocked and waited. Nothing. He knocked again, starting to feel uneasy.

"Batman!" yelled Rarity, running up to him. She stopped and began to pant, trying to tell Batman something. She was covered in dirt and her cloak had been torn off.

"Sweetie Belle...edge of town...Diamond Dogs...taken," she managed to say in between gasps. Batman instantly realized what she had said.

"Where was your sister taken?" he asked, dropping the book.

"The edge of town, where we gather our gems."

"I'll get her back."

"Right, but we should get the others first," Rarity said, turning towards Pinkie's and racing off, not noticing that Batman had already vanished.

===----======

Batman reached the area that Rarity to describe. There were a lot of holes dug into the ground and a cart had been overturned by one of them. That collaborated with Rarity's story, showing Batman that Sweetie Belle had been taken by that hole. He knew very little about Diamond Dogs, but he knew that someone was in danger and that was enough for him. He walked over to the hole and looked down. It seemed bottomless.

'Which means that I'm in for a very long drop.' he mused.

Taking a deep breath, Batman dove into the hole. The light instantly vanished as he fell deeper and deeper into the hole. With a tap, he activated detective vision. And not a moment too soon. He spread his cape and slowed his descent, coming to a stop right before he hit bottom. He looked up at the massive underground tunnel that he was now in. Somewhere in this underground labyrinth was Sweetie Belle. He began to walk.

The tunnels were unstable, as if they were dug hastily. One nearly collapsed on him and it was thanks to his grapple gun that he got away. The deeper he went, the more signs of life there were. He found a section of a wall that had been dug at with claws, as well as a lantern that was probably used by the dogs. He found the exit to the tunnel he was in to walk into what he would call the main hub. Multiple tunnels went off in every direction. At least thirty Diamond Dogs were mulling about, talking to each other. He noted that they were as tall as him and could talk, even if it was broken speech. Batman hid in the shadows and decided to listen in.

"Soon, we have all diamonds we can has," one said.

"Yes, as soon as the pony starts speakings," another said.

"It will not speak. We trade its for gems."

"Yes, gems," all the Diamond dogs said together.

Batman growled to himself. Listening to these imbeciles was getting him nowhere. All they could talk about was their gems, they weren't going to give him any information this way. But there were other ways of making these dogs talk. Batman stepped out of the shadows and walked to the center of the room. Every Diamond Dog there snarled when they saw him and formed a circle around him.

"Intruder," they snarled to each other. "Intruder here for our preciouses."

"Where is the pony?" Batman asked in a menacing voice. The Diamond Dogs, the slow creatures that they were, completely missed the threat in his tone.

"Alright, we can do this two ways," Batman said, cracking his knuckles. "The easy way or the hard way," he said very quietly.

"Gets him," one yelled as all the Diamond Dogs rushed at Batman.

"Hard way it is then!" Batman caught one of the dogs under the chin with a side kick. Another he caught with a strong punch to the gut, collapsing the dog. Three attacked at once, trying to surround Batman. He grabbed one of the dog’s arms and swung it around, knocking the other dogs out of the air. Whipping out his grappling hook, he pulled one of the dogs into a monstrous clothesline. A particularly large dog tried to grab Batman, who rolled out of the way and stunned him with his cape. Then the beat down commenced. Punches and kicks devastated the Diamond Dog, before a head-butt finished it off.

The dogs weren't done though. One grabbed a rope and tossed it around Batman's arm. Batman laughed at his attempt and after planting both feet, grabbed the rope and swung it with all his might. The dog was yanked off its feet and swung around like a mace, smashing into the other Diamond Dogs. Any Diamond Dog that could still stand fled. Batman grabbed one of the ones that was still conscious and held it up by the neck.

"Where is the pony?" he growled.

"W-we were promised gems-"

"WHERE?!" Batman roared, tightening his grip.

"Left tunnel! Left tunnel! Don't eat me!" the Diamond Dog yelled, starting to cry. Batman tossed it aside and headed for the tunnel that the dog had pointed to, thinking about how he would handle the situation. He could easily scare the dogs off and get Sweetie Belle out, but these dogs had kidnapped a child. They deserved a much harsher punishment. Batman despised all criminals equally, but for those who hurt children he had a special place for them. His fist clenched in rage as he headed for Sweetie.

========------=========

Sweetie Belle was in the center of a large chamber, tied to a chair with six Diamond dogs around her. She was scared, but she was doing her best not to show it. The dogs talked amongst themselves, arguing with each other about what they were going to do.

"I says we keep her and makes her look for gemsy," one snarled.

"Quite, Claw. If you grabbed the right pony, none of this be happenings," snarled another one.

"So whats we do with hers," the one called Claw asked.

"We should lets her goes," another one spoke up. "She's no use to us and she's scareds. Let's let her goes."

"Silence, Fang. We no let hers goes. We uses her to get gems." Claw snarled at the younger dog. "Isn't that right, Growl?"

"I agrees. She whiney ponies sister. Shes can find us gemsy," Growl said with a grin.

"When my friends and sister get here, your all in big trouble!" Sweetie yelled. The Diamond Dogs turned to face Sweetie Belle.

"We's should gag her," Claw said, snarling at Sweetie, who shrunk back into the chair. "Don't you agrees, Scarr? Scarr?"

Claw looked around the room and realized that one of the other dogs was missing.

"Scarr? Wheres are yous?" Claw asked, slowly looking around the room. Suddenly, five of the six light stones lighting the room shattered, leaving only Sweetie, Claw and Fang with any light.

"No...NO! Stays bac-" a voice cried out before being silenced.

"Sniff?" Claw asked, looking around terrified. Fang and Sweetie Belle were also scared now, the both of them wondering what was going on.

"Help m-" another voice cried out, before being cut off.

"Scratch?" Claw whispered.

"NOOOoooo..." the fourth dog cried. Claw didn't know what to do. He looked into the darkness, trying to see what was out there.

"And then there were two," a deep voice echoed through the chamber. Sweetie immediately recognized Batman's voice, but she chose to stay silent, waiting to see what Batman would do next.

"Where ares you?!" Claw yelled, looking around wildly.

"Here."

Claw spun around to face Batman, who had appeared right in the middle of the three. Claw swung wildly, an attack which Batman blocked with ease and retaliated with a strong fist to the gut, which sent Claw sprawling. Fang had hidden behind a column holding up the chamber, watching the fight.

"N-no, STAY BACK!" Claw yelled, scrambling away from a very angry Batman. Batman was walking towards Claw very slowly, not making a single sound. Claw began to look around for anything to scare off Batman, when his eyes fell on one of the support columns. He rushed over to it, and with all his might, toppled it. The entire chamber began to shake and rubble began to fall from the ceiling.

"You wills be buried!" Claw scream as he made it to the other end of the room. "Yous have no escape!" He kicked over a stone, causing an even larger one to slide in front of the exit. Batman growled and ran to the former exit. He braced his shoulder against the stone and pushed, but it refused to budged. With a snarl, Batman looked around the room for another way out. Then he saw a large stalactite hanging from the ceiling over Sweetie Belle crack and begin to fall. Batman raced towards her, knowing he would get to her just in time to push her out of the way, even though he'd be impaled.

Right before he reached Sweetie Belle. the other Diamond Dog that had been hiding raced by and pulled Sweetie out of the way. The stalactite fell right where she had been. The dog sliced the ropes holding Sweetie to the chair, which she instantly jumped off of it and ran over to Batman.

"Hurries, we haves another way outs!" the dog yelled and pointed to a side passage. With no choice but to trust him, Batman picked up Sweetie Belle and bolted through the side passage. The Diamond dog tried to follow, but a pice of rubble hit him in the side of the head, knocking him over. Batman looked back and saw the dog struggling to get up and his conscience took over. Batman tossed Sweetie through the opening and raced back to drag the dog through the passage. The moment the two of them exited the passage, the room on the other side collapsed. The Diamond dog let out a sigh of relief and then felt a hand close around his throat. Batman lifted him into the air and growled. He was angry at him for taking a filly, but he also had a question for the dog.

"Why did you save Sweetie Belle?" he asked very quietly.

"Me save pony b-because mes no wants to see anyponies hurt," he whimpered, trying to avoid looking Batman in the eyes. Batman thought about what he said and then dropped him to the floor.

"Then why did you kidnap Sweetie?"

"W-we tried to takes her sister, the one who can sense gems," he stammered. "Me no mean to take little pony, me's just wants gemses. When me discovered mistake, me tried to returns pony, but leader Claw no's allows it."

Batman looked into the dogs eyes, who flinched and looked away.

"Me's sorry," he whispered.

"Fine. Just don't do it again," Batman said before picking up Sweetie Belle and walking away. Sweetie bell struggled out from under his arm and waved at Fang.

"Thanks for the rescue!" she yelled. Fang looked at her with surprise before waving back, a small smile on his face.

"And thanks you for savings me's. Me repay you one days."

"You could've been nicer to him," Sweetie said to Batman as the two headed back towards the surface.

"I was nice. I didn't break his limbs." Batman responded dryly. Sweetie had no idea how restrained Batman had actually been back there. The dog wasn't one of the nastier one's. He didn't deserve what Batman would have done to the one called Claw if he found him.

"Hey, I think I see light!" Sweetie exclaimed, pointing up. Batman saw that they had arrived at a hole that was fairly short and light was filtering down. He pulled out his grapple and fired, hooking on to the edge of the hole. The hook caught and the two ascended into the light.

=======------=======

Batman had dropped Sweetie Belle off to a very grateful Rarity, who he had met on his return to Ponyville. Rarity had gathered the others and were just now arriving at the scene. Sweetie Belle and Rarity had a tearful reunion, while Batman walked over to the others. Much to his surprise, he found that Twilight was with them.

"Aren't you supposed to be at Canterlot?" he asked.

"No time for small talk. I'm glad you got Sweetie Belle; It'll save us some time," Twilight said. Batman knew what she was talking about.

"They found another temple?"

"Yes, but we need to hurry. As I told the others, I'll explain everything on the ship. But we have to go, now."

"Agreed."

Using her magic, Twilight brought the ship down in front of the ponies. They all climbed onboard, except for Rarity, who was giving some last minute instructions to Sweetie Belle.

"Now you'll be staying with Applebloom while I'm gone, so be on your best behavior. Okay, darling?"

"Yes, Rarity. Promise you'll be safe?"

"I promise."

Both waved goodbye to each other as Rarity climbed onto the ship. Twilight quickly raised the ship to the right altitude and sped off towards the next temple. Twilight put the ship into auto-pilot and walked over to the group.

"Alright girls and Batman, Celestia and I found that the next temple is Mount Brimstone."

"What, no stupid pony pun for a name?" Batman asked. Twilight ignored him.

"This temple is called the Temple of Reflection. That's all we know about it for the time being. So we are going in with absolutely no idea what we're getting into," Twilight said with a grim face.

"So with that," she continued, walking up to the helm, "we'll be there in about twenty minutes." The ponies began to talk to each other or head below deck. Batman was once again sitting by the rails of the ship, when Rarity walked over.

"I'd like to...thank you," she began, looking like she was trying to force the words out. "For saving Sweetie Belle, of course...and for helping all of us beat Grundy."

"You're welcome," Batman replied, eye Rarity suspiciously.

"So the way I see it is you cut off my amazing, fabulous mane and the go on to save my sister and my home. That makes us even," Rarity said with a smile.

"Even...right."

"So, I've been wanting to ask you for a while, why do you wear that abomination?" Rarity asked, casting a disgusted look at his bat suit. "It is a crime against fashion."

'Abomination?'

"I wear the suit to strike terror into the hearts of my opponents, not to look...fashionable," Batman replied dryly.

"That belt with those boots? It's no wonder they fear you." Ouch.

"Anything else you want to say or do you just want to insult my outfit some more?"

"Oh, I'm sorry darling, I didn't mean to insult you, I was just...thinking out loud," Rarity quickly said with a grin. She hastily walked off, leaving Batman to his thoughts. The Diamond Dogs had kidnapped Sweetie Belle and planned to hold her for ransom. That he was used to. One of them had also tried to kill him by bringing a cavern down on his head. That he was also used to. What was different was that one of the dogs had saved him and Sweetie Belle, claiming that it didn't want anyone to be hurt. Was he really telling the truth? Were there really criminals with a heart here? Batman wasn't sure what to make of this world.

"Heads up everypony. We're almost there!" Twilight called out. Batman looked over the side of the ship and saw lava. Lots and lots of lava. batman figured that since the last temple was hidden in the trees, then this one would have to be in the lava somewhere. Turning on detective vision, he proceeded to scan the area the same way he had at the last temple. Sure enough, a section of the lava flow was actually a magical coverage, hiding the temple. Batman yelled at Twilight where to land and she lowered the ship. Everypony onboard began preparing themselves for the next challenge.

Element of Compassion

Ponyville Hospital.

"Well Batman, it's seems that we were able to repair your rib," the doctor said, eyeing Batman's medical charts. "It would've been a lot less painful if SOMEPONY hadn't tried to heal a broken bone with no medical experience," he muttered, giving Twilight a look. She responded with an awkward smile and lowered her head.

The ponies had brought Batman to the hospital the moment after they landed in Ponyville. The doctors had concluded that his injuries were not life threating, but the damage he received would take a few days to fully heal, even with magic. The ponies had stood outside the surgery room while Batman had his bone repaired. Fluttershy had been the most nervous, unable to sit down until they found out that he was alright. When they had, the ponies immediately rushed to his bed side.

"Despite the fact that the operation went smoothly, you’re going to have to stay here for a few days," the doc said, turning back to Batman, who was already standing.

"Sorry Doc, but I have work to do," Batman responded, heading for the door. Fluttershy raced in front of him and didn't move. Batman gave her a look.

"Out of my way," Batman said. Fluttershy shook her head defiantly.

"The doctor said that you need rest," Fluttershy protested, preparing for the stare. Batman narrowed his eyes as well, priming the bat glare. The ponies backed away nervously, remembering what happened the last time the two had a stare down. Fluttershy was the first to concede.

"Alright, I'll let you out, but only if you come with me," Fluttershy said. Batman wasn't sure what to make of her offer.

"Very well," he eventually agreed. Fluttershy gave a squeal of delight and rushed out the door, half-dragging Batman with her. The ponies watched in disbelief, not sure they knew what was going on.

"He really should be in bed," the doctor muttered, turning to the ponies. "Also, I thought that I should tell you to ask your friend to stop doing dangerous things."

"What do you mean?" Twilight asked.

"I mean that nearly ninety percent of his body is covered in scars," he said, pulling a picture out of his reports. The ponies were horrified by what they saw. "Yes sir, he's covered in cuts, burns, little holes; I'm amazed he's still alive. His body looks like it's been through hades." With that, the doctor left the room, leaving five very disturbed ponies behind him.

======-----========

Batman sat uncomfortably in Fluttershy's cottage while she poured tea. He looked around at her place, not completely surprised that it looked like a wildlife sanctuary. There were probably hundreds of animals living inside Fluttershy's house. Everything from birds to mongoose lived there, including one bunny that continued to stare at him in an unfriendly way. He looked back at Fluttershy, who had finished pouring the tea.

"How are you feeling?" she asked, looking at his side.

"I'm fine," he muttered, taking a sip of the tea. It was impressive, even on par with Alfred's tea. He would hate to her a pony had beaten his tea.

"I'm glad to see that," she said awkwardly. The two continued to drink tea, with Fluttershy unsure of what to say and Batman having a staring contest with the bunny. After a minute, Fluttershy took notice of the stare down.

"Oh, that's Angel bunny. He’s a friend of mine," she explained. Batman did not like the look the rabbit was giving him.

"Any particular reason it's staring at me?" Batman asked, not taking his eyes off the rabbit.

"Well, you are in his usual spot, so I suspect he's a little upset. That reminds me, I need to check up on one of the birds upstairs. Poor thing has a tummy ache. Can you look after the animals for me?" she asked.

"If I must," he muttered. Fluttershy grabbed a jar of bird seed and flew upstairs. The moment she was gone, Batman watched as Angel hopped up onto the couch right next to him.

"What?" he asked it. The rabbit pointed to where he was sitting, then at the floor. Batman got the idea.

"No," Batman answered, picking up his cup. He then felt like what was a salad bowl land on his head, dumping salad all over him. The rabbit began to chuckle to itself as Batman slowly took the bowl off. Lucky for that rabbit, Fluttershy came down the stairs at that moment.

"Batman, what happened? Oh Angel, you did this, didn't you?" Fluttershy said, giving the bunny a stare. Angel hung his head in fake guilt.

"Now I have to head back upstairs, so be on your best behavior." Fluttershy grabbed a bottle of medicine and after giving Angel one last look, flew upstairs. This time, the moment Fluttershy was gone, Batman flicked Angel across the room and into a wall. Fluttershy came back downstairs and gasped upon seeing Angel on the ground, rubbing his head. She raced over to him to see if he was okay.

"Angel are you alright? What happened?" she said distraught. Angel pointed at Batman, who was finishing off his tea.

"Is that true?" she asked Batman. He nodded. She put Angel on his bed before turning to Batman. "Why would you do that?"

"He wanted to see who was dominant. So I showed him," Batman replied coldly. Fluttershy didn't know what to say. Yes Angel had brought it upon himself and Batman hadn't really hurt him, but she knew she couldn't let these two stay in the same room anymore.

"Well, I'm ready. Let's go," she said with a sigh, heading out the door. Batman gave one last glare at Angel before heading out the door.

"So where are we going?" Batman asked in annoyance. He had really wanted to study the Tome of the World's, but between his broken rib and Fluttershy's demands, he hadn't had the time.

"We are going deep into the Everfree Forest. There is a certain herb in the forest that I need for a certain medicine, but I wouldn't dare go in there by myself. But," she said, turning to face him with a smile, "I figure as long as your with me, I shouldn't have any problem."

"If you needed me to help you, you should've just asked," Batman said, not looking forward to going back into the forest. "So where are these herbs located?"

"There's a spring in the very center of the forest where this plant grows. That's where will be going."

'Great, another adventure,' Batman sarcastically thought.

====-----=====

Everfree Forest, near the center.

"I think we're lost," Fluttershy said, looking around her fearfully. The two had been searching the forest for around an hour before Fluttershy had stopped to pull out her map. The two were completely off track from where they were supposed to be.

"So, what do you want to do?" Batman said looking around. Fluttershy swallowed her fear as best she could.

"I-I think w-we should-" Fluttershy froze as she glanced into the bushes. Batman turned and saw what she was staring at. A pair of eyes glowed at the two from the bushes, eyes Batman knew well. Batman slowly pushed Fluttershy behind him as he placed himself in between the pony and the wolf. He narrowed his eyes as the wolf stepped out of the bush, eyeing Batman cautiously. Batman recognized it as one of the wolves he had beaten into the dirt. The wolf took a step towards him, until another sound blasted through the air.

"GGGRRRROOOOOAAAAAARRRRR!"

At the sound of the roar, the wolf sped off into the night. The sound shook the entire forest, as well as the two visitors to the forest. Birds flew off in every direction and animals raced past the two. Batman didn't know what caused the sound, but he did know that it sounded angry. As a second roar rocked the forest, he made up his mind.

"Fluttershy, we have to go!" he yelled over the roar. However, Fluttershy took off in the direction of the roar.

"What the hell are you thinking?" he yelled, chasing after her.

"That sounded like an animal in trouble. We have to help!" she yelled back, still running towards the sound.

"Why?"

"Because I love animals and you never turn down a cry for help!" she yelled with a sly smile. Batman growled and continued to run after her. For knowing him for only a short time, she was beginning to figure him out. The two raced through the forest, until they came across the source of the noise. They had come out of the forest at a massive chasm, at least one hundred feet deep. These facts Batman took in afterwards, as his current attention was focused on the giant bear in the center of the chasm. It was a blue color, with different constellations all over its body. It roared again, but this time Batman noticed a massive boulder crushing its hind leg. The roars were of pain, not of rage.

'So Fluttershy was right,' Batman thought. 'There was an animal in trouble.'

"It's an Ursa Minor," Fluttershy whispered.

"A what?" Batman asked her, not taking his eyes off the beast.

"It's the baby of an Ursa Major. These bear like creatures that are extremely rare in Equestria and are very solitary."

"Wait, that's a baby?" Batman asked shocked. Those things got even bigger?

"Yes and we have to help it. Its leg got trapped under a land slide. The poor thing needs our help!" Fluttershy said, trying to get to the bear. Batman held her back.

"Okay, two things. One: bears are omnivores. That means that there is a chance it may eat us the moment we free. Second: It will take a lot more than anything I carry on my belt to free it. Are you still certain you want to help it?" Batman asked in his most serious voice.

Fluttershy gave him a very determined look. "I trusted you Batman, even when no pony else would. Now I'm asking you to trust me." Batman thought about what she said. She had stood up for him in front of the others, even in front of the princess. He did owe her.

"Grrr...Fine, but don't come crying to me if we get eaten." he growled, attaching his grappling hook to the edge of the chasm.

"I won't because we'll be fine," Fluttershy said with a smile. Batman rappelled down the cliff while Fluttershy flew down beside him. The moment they touched down, Fluttershy ran over to the Ursa's head and tried to comfort it.

"There, there; no need to cry. We're here to help you," Fluttershy said gently, trying to calm the bear down. Batman was impressed when the bear actually stopped crying and looked at her, trusting her. Batman turned to look at the monster of a boulder that he'd have to get off. It was way too big for explosive gel and there was no way he was strong enough to lift it. He turned on detective vision and began to search for any weak points.

"Anything?" Fluttershy asked, walking over to Batman.

"Unless you have the strength of a thousand ponies in your body, I've got nothing so far," he replied. Fluttershy looked at the boulder as well, trying to think of something.

"Can't you use your explosives to break it?" she asked.

"Unless there's a weak spot somewhere, the gel won't do anything," Batman replied, still looking for the chink. The bear whined and looked over at the two.

"Hold on, I think I got something," Batman muttered, zooming in on a crack. "Yes, if apply the triple gel, I may be able to blow enough of the rock off so the bear can lift its leg."

"Then what are we waiting for?" Fluttershy asked joyfully.

"Well, for starters this is going to be painful. The explosion won't cause any permanent damage, but it will sting. Can you convince him NOT to rip me in half if I try this?"

"Of course." Fluttershy flew over to the front and looked into the Ursa's eyes, somehow seeming to communicate with it. Batman pulled out the explosive gel and applied three sprays to the crack. He hoped that Fluttershy's message had gotten through as he pushed the detonator. The explosion blasted a chunk of the rock off and just as Batman predicted, caused the bear to roar in pain. However, also as Batman had predicted, with a bit of effort, the Ursa Minor managed to push the boulder off.

"Oh thank goodness you’re okay!" Fluttershy cried, giving the Ursa a hug. The Ursa responded to her affection by licking the yellow pegasus, before gently pulling her into a hug. She looked into its eyes and it turned to Batman.

"Oh no you don't," Batman said, backing up as the Ursa tried to give him a hug. He did watch as the Ursa gingerly moved its leg, winching a little. He had to admit though, between Fluttershy's laughter and the bear's cries of joy; he did feel a little...warmer inside. Until another roar turned his stomach to ice.

"RRRRROOOOOOOAAAARRRRRRR!!"

Batman spun to where the sound came from and nearly had a heart attack. What he assumed to be the Ursa Major was ten times bigger than the Minor and towered over them like a colossi. It had huge fans, was deep purple and had a rage that he could only comprehend as a mother protecting her young.

"Well, we're dead," Batman said with some dry humor, preparing himself to face what he assumed would be his demise. That was, until the Ursa Minor placed itself between him and it's mom. The mother roared at it, trying to get past her child. The Minor roared back, trying to tell it's mom what had happened. The Major looked surprised for a minute, looking at Batman and Fluttershy. After a minute, the Ursa Major picked up its cub and walked off. Before it was out of sight, it turned around and gave Batman a smile. Then it vanished into the night.

"See, we're still alive," Fluttershy said after a minute. Batman was still trying to keep his heart from bursting out of his chest.

"Is it always this crazy with you ponies," he asked.

"Pretty much," Fluttershy responded with a smile. Batman shook his head.

"You ponies will be the death of me," he said.

"Or you'll be the death of us," Fluttershy retorted with a small smile. Batman fired his grapple to the edge of the chasm and the two headed to Ponyville.

=====----=====

Canterlot, Twilight's chamber.

Twilight sat at her desk, trying to figure out where the third temple was. She had all the notes that Celestia and the unicorns had made on the previous temple, but this one was proving much more difficult to find. She was also exhausted from her training with Celestia. Twilight was making a lot of head way, but she knew that Trixie was training as well as her. She turned her thoughts back to the notes when Celestia entered the room.

"How goes the search?" Celestia asked her student. Twilight shook her head.

"I can't figure out the pattern," Twilight groaned. She had come back from Ponyville after making sure Batman was alright. She had wanted to bring the Tome of the Worlds with her, but Batman had it clear that he wanted to examine it first. So she decided to turn her attentions to finding the last temple and her training.

"Do not worry my student. I'm sure you will have the answer soon," Celestia said gently. Twilight groaned and hit her head against the desk, hoping it would give her an idea. Celestia winced.

"I do not think that will help. But I have a question for you," Celestia said. Twilight picked her head off the desk and turned to face Celestia, not wanting to miss this.

"What do you think of Batman now that you've got time to know him better?"

Twilight thought about that for a minute, picking her answer very carefully.

"I still think that he is very dangerous and could be a potential threat to us," she began, remembering Owlman. "But as he is now, I think we are lucky to have someone like him on our side," Twilight finished with a smile.

"So you've changed your opinion of him?"

"Yes, Princess. I know believe he is a friend and I trust him."

"Very well. Thank you for your time and good luck with your search," Celestia said, turning to leave. She walked out of Twilight's chamber and headed for her own room, lost in thought. She had originally thought the same as Twilight, believing Batman to be a threat that must be watched. But as Twilight and her friends got to know him better, he stopped seeming like a threat and more like someone who was very secretive.

'As long as he continues to fight with us, I guess there's no reason to fear him,' Celestia thought to herself. 'I suppose that we'd better get started on his...gift.'

=====-----=====

Morgaine's Castle.

Trixie tossed up a barrier just as Morgaine's spell reached her. The barrier managed to deflect the spell right back to Morgaine, who simply swatted it away.

"Not bad, but you must be more ferocious," Morgaine taunt, fire multiple blast towards Trixie. Trixie flung herself out of the way of one and shot down the other two. She channeled her magic through the floor and caused stone spikes to erupt from the ground, heading towards Morgaine. Morgaine placed one hand to the floor and sent out a magic pulse that destroyed the spikes. Trixie was knocked off her hooves by the shockwave, barely remaining conscious.

"It's over," Morgaine stated, firing one last blast at Trixie. Trixie concentrated with all her might, trying to teleport out of the way. A blast of magic covered Trixie and suddenly she was across the room. But at the same time, she was still in front of the spell. Morgaine waved her hand and the blast stopped.

"I don't believe it," Morgaine said with a small smile. "You actually managed to duplicate yourself and after only a week of training."

Trixie shook her head and looked over at...herself. The other Trixie looked just as surprised. Then, the both of them let a smile cross their face.

One Day

Ponyville, CMC clubhouse, one month later.

Outside the clubhouse on the snowy ground, two figures were practicing together. Or rather, one yelled out instructions and the other followed to the best of her ability. Batman had constructed practice dummies for Scootaloo to hit, which he had circled around her. He was now training her reaction time and her awareness, not her strongest area.

"Behind!" Batman yelled. Scootaloo spun and drove her hind leg into the dummies gut. The dummy shook from the force of her kick.

"Right side! Head!" Scootaloo jumped higher than one would expect somepony of her size to be able to and delivered a powerful side kick into the dummies head. The impact caused the dummy to rock on its supports.

"Land and sweep!" Batman yelled. Scootaloo landed and swept her hind leg out in a circle, knocking over one of the dummies. She stood up panting and assumed her fighting stance that Batman had taught her. Unlike the pony style of self-defense, this one involved her standing on her hind legs and using her front ones to block and counter.

"Triple strike!" Scootaloo performed a jump kick into one dummies gut before launching herself off of it and delivered another kick to a second dummies pectoral. She finished by attacking the third dummy with a low blow, followed up with a fore hoof to the head.

"Beat down!" Scootaloo kicked one dummy in the knee and started to deliver strong hoof strikes to the chest. While she was doing this, Batman quietly pulled a batarang out of his belt and tossed it at her. He watched the projectile get closer and closer, until it was nearly on top of her. Right before it hit, she spun around and grabbed it out of the air. Batman smiled at her progress. In the span of a month, she had learned more martial arts than most of the other fighters he knew. She was determined to perfect everything that he taught her. She was also continuing to ignore Diamond Tiara and the other bullies, choosing to be silent when they tried to spin her up. Her studies were going fine and the teacher had told her she was impressed with the way she had been handling herself in class. Yet she still found time to crusade with her friends, getting into all sorts of trouble. Batman remembered a few weeks ago when they had flooded Ponyville with taffy. THAT had been funny.

Batman was also doing fine. The library had become a bit busier ever since that gray mare with the yellow mane had been friendly to him. The ponies actually tried to smile whenever he answered the door, but none of them had even tried to talk to him. Most avoided eye contact and placed their orders through Spike. But the fact that they were actually try not to run in terror at the sight of him was some progress.

"Enough!" Batman called out to Scootaloo, who was finishing her wing ups. She jumped up and jogged over to him, breathing hard but with a huge smile on her face.

"So, how'd I do?" she asked.

"You're jump kick is still off, but you have been making remarkable progress," he answered. The truth was she was learning at a master’s rate. If this kept up, she might be able to start sparring with him in a few years.

"I'm surprised I haven't gotten a black belt as my cutie mark, considering how good I am at this," she said gleefully, looking at her flank.

"Remember to be humble. Overconfidence is the fatal bane of martial artists," Batman reminded her.

"Right, sorry. It's just that I thought for sure it be my destiny to be a great fighter," Scootaloo said with a sigh.

"What do you mean your destiny?"

"Well, a cutie mark shows what you're special talent is, so in a way it's your destiny," she replied. Batman looked her in the eyes.

"Destiny is what people who are afraid of the future use to comfort themselves. It's not real. We choose what our path is and what we are good at," he told her. Scootaloo looked confused.

"So, destiny isn't real?"

"No, you are what you choose to be." Scootaloo tried to process what he was saying, but it didn't make much sense. Batman picked up the training dummies and put them in the clubhouse, before heading back to Ponyville. Scootaloo jogged along beside him, taking in the scenery.

"So...how are the others," Scootaloo asked.

"The Elements of Harmony, along with Spike, went up to Canterlot to celebrate something called Hearth's Warming Eve, whatever the heck that is," he replied, trudging through the snow.

"Which I'm glad for. I'm tired of having to look through buildings to see if Pinkie's planning another surprise party. She's tried three times to trick me into going to one," he sighed. "So, what is Hearth's Warming Eve?"

"Oh, that's to celebrate the day that Equestria was founded. It's a tale we tell every year," Scootaloo said with a smile. "My class will be doing our own performance of it in the town hall." Batman continued walking, ignoring the hint.

"Why didn't you ask Rainbow Dash to go?"

Scootaloo's face fell a little. "Well, she's up in Canterlot with her friends. And besides, she's often too busy to hang with me," Scootaloo said with a forced grin. Batman made a note to talk to Rainbow about that later. Scootaloo tried once again to convince Batman.

"It's open to all the friends and family of the participants." Batman again ignored the hint.

"I mean, Sweetie Belle's parents are going to be there supporting her and Applebloom's grandma and brother will be there as well," she baited. Batman knew what she was trying to do, but he couldn't go. He had to study the Tome of the World's back at the library. He was hoping it would give him some clue as to where and when Morgaine planned to strike. Twilight had sent him notes on everything know about the Staff of Destiny and the Stone of Reality. He couldn't afford to go to Scootaloo's play, even if it upset her. He set up a wall around his heart, ready for whatever she would say next.

"I wish that I'd have some pony there to support me," she said with a sniffle. The wall crumbled.

"...What time?"

Scootaloo's face lit up with joy. "You mean you'll come?!"

"I'll go, but I won't enjoy being there," Batman said. Scootaloo's smile got even bigger.

"That's okay. I'm sure no pony else will enjoy you being there either," Scootaloo said, trying to cheer Batman up. He wondered if she had any idea what she just said.

"The play starts at four. It's at the town hall in the center of town, so you can't miss it," she said happily. "I'll be looking out for you!" She waved goodbye and tore off in the direction to her school. Batman could hear her cheering out loud as she ran off. He turned and headed to the library, hoping to get some studying in before the performance. Why had he agreed to go? Normally when he set his mind to something, only an emergency could tear him away from it. So why had she been able to change his mind so easily?

Batman sighed to himself as he set his cowl to remind him to leave at three thirty and proceeded to open the tome, reading the wonders within.

======------======

The town hall came into sight as Batman walked through the snow covered streets of Ponyville. Ponies everywhere were either heading indoors or moving towards the hall. Batman noticed that unlike the previous times he walked through Ponyville, most the ponies didn't flee at the sight of him. Some even made eye contact. Batman turned to look behind him and just noticed a cerulean pony with a very light blue and white mane hide behind a building. Batman had noticed her following him a few times in the past month. He would have a "talk" with her another time.

He reached the doors of the town hall and headed inside. The place was decorated nicely enough, with rows of seats set out for the guest. Batman headed for the back corner of the room and leaned against the wall. The ponies were starting to trust him, but he didn't think they were ready for him to just sit down next to one of them. He observed the other ponies seated there, trying to see if he knew any of them. There were two that looked like they were related to Sweetie Belle, as well as an old green pony and a red stallion beside her. The stallion was glaring at Batman with a look of loathing. The apple on his flank told Batman who he was.

'So that's Big Mac. I see why Applejack warned me about him,' Batman thought. 'He could get hurt if he tried to jump me.'

The lights in the room dimmed, indicating the play was about to start. Music began to play the giant stage that had been set up in the front of the room. The curtains slowly moved to the side, revealing a young foal that looked extremely nervous. He started to speak, stammering out his lines.

"O-once u-upon a time, b-before the peaceful rule of Troles-CELESTIA!" he yelled out, trying to cover his mistake. The audience gave a polite laugh, one that Batman did not join in. He was interested in the foal’s reaction, though. He didn't know a pony’s face could turn that red.

The performance continued to tell of how the unicorns and the pegasi had an agreement with the earth ponies to deliver food to them in order for the pegasi to clouds to be moved, as well as the unicorns to change the day and night. The earth ponies had to pay for events that occurred naturally. That was a situation that he was used to. The story went on to tell of how an incredible snow storm threatened to destroy the three species homes and how a meeting was called to sort the situation out.

The earth ponies’ leader was played by Applebloom, while her lackey was Diamond Tiara. Batman smiled at the irony of the situation. If looks could kill, Diamond Tiara would've slayed the audience. The unicorns were next; their leader was played by Sweetie Belle. Her parents cheered rather obnoxiously when she came on, forcing her to hide behind her robe. The pegasi leader was none other than Scootaloo, who looked around the hall when she came on stage. Her eyes rested on him in the back and her face beamed like the sun. The three leaders then proceeded to put their headwear down and immediately began to argue.

The play continued to show the three kinds of ponies went to the new Equestria trying to find a new place to live. Because of their hatred for each other, the storm followed them to the new land. During one scene, Applebloom was giving a speech and Diamond Tiara went to "accidentally" push her off the stage. Applebloom moved and Diamond Tiara tossed herself right off the stage. The entire audience was in tears at this and even Batman let out a small laugh. Then he caught himself. HE was laughing? The Dark Knight was laughing at a children’s performance? He was an instrument of justice, designed to bring terror to all those who dared to harm the innocent. And in that thought he found the problem. In his world Batman was always dark and menacing because that's what it took to frighten criminals. But this place was peaceful; it had no need for a spirit of vengeance. He looked around at all the laughing ponies, the smiles on everyone's faces and the overall sense of peace. Then he came to a realization. The reason he could laugh in this world is because Equestria was what he was trying to turn his world into. A place of peace, of negotiation; where people would settle their differences with words not violence. A place where an eight year old wouldn't have to worry about his parents being gunned down in an alleyway. Maybe this peaceful world was starting to change him a little.

"So you must be Batman," a voice said beside him, breaking him out of his thoughts. He looked over and found Scootaloo's teacher standing beside him.

"No, I'm the other human running around in Equestria dressed like a bat," he said, rolling his eyes.

"Well, I see where she gets her sense of humor from," the teacher said with a frown. "My name is Cheerilee. I'm Scootaloo's teacher."

"What do you want?"

"I wanted...to thank you." Batman raised both eyebrows at what she said. "Why? I haven't done anything for you."

"I’m not thanking you for me, I'm thanking you for helping Scootaloo," Cheerilee said.

"What do you mean?"

"I mean...ever since you showed up, she's been a lot happier. I've never seen her smile so much," Cheerilee said, watching as the Scootaloo tried to lift a flag that was a lot bigger than her.

"I don't think that's my doing," Batman replied. Cheerilee gave him a 'really?' look.

"I noticed the change in her behavior about a month age. From what I've heard, that's around the same time you showed up in Ponyville," Cheerilee told him.

"Coincidence."

"Will you just look at the facts!" she yelled, then quickly lowered her voice. "She's doing better in school, she's been smiling a lot more and somehow you got her to quit fighting with Diamond Tiara. And I know it's you because she talks about you all the time. And you should see her when someone insults you. She gives the scariest of glares." Batman didn't believe what he was hearing. Scootaloo stood up for him in her class AND had learned the bat glare?

"What I'm saying is she really looks up to you. Ever since she lost her parents, she's been a little detached. But now it seems like she finally breaking out of that shell...and I have you to thank for it," Cheerilee finished, looking over at the final scene of the play. The three kinds of ponies stood under one flag and the crowd was applauding the foals. Batman watched as Scootaloo looked over at him and he nodded his head with a small smile. A huge grin crossed her face and she started bowing with the others.

"See what I mean?" Cheerilee said, as Scootaloo gave them another a smile. And Batman did.

=====-----=======

"I was incredible! Did you see it when I managed to lift the flag over my head?" she said with a smile.

"Yes I did. You did great," Batman replied. After the performance, he had proceeded to walk Scootaloo back to the orphanage. She was ecstatic about the play and her part in it.

"And then when Diamond Tiara fell off the stage, oh man I don't know about you but THAT is justice," Scootaloo said laughing.

"Glad to see you enjoyed it."

"Oh this is nothing. You should see our Hearts and Hooves day play later in the year."

Batman shook his head. "Scootaloo, I'm-"

"And then there's the end of year graduation celebration," Scootaloo continued, not hearing Batman.

"Scoota-"

"And how could I possibly forget the-"

"Scootaloo." Scootaloo stopped talking and turned to look at Batman. He knelt down and looked her in the eyes.

"I need to tell you something...I won't be here forever. After Morgaine is caught, I will most likely go back to my world," Batman told her. 'If I'm still alive.' he thought.

"You mean you'll be leaving me?" Scootaloo whispered, tears welling up in her eyes.

"I'm afraid so. It's not that I don't want to stay...It's that I can't. My world nearly goes to he-...hades on a regular basis WITH me there. Can you imagine what would happen if I didn't go back?"

"It would be bad," Scootaloo answered in a sad voice. She gave him a sad look. "Would I be able to visit?"

"I think it would be a lot safer if I visited you instead," Batman responded with a smile. Scootaloo nodded. "Now come on let's get you home."

The two walked in silence until they reached the front doors of the orphanage. Scootaloo was still upset by what Batman had told her, but she managed to keep the tears back. Before she headed inside, she signaled for Batman to get closer. When he did, Scootaloo threw her arms around his waist in a hug.

"Even if you can't stay forever, thanks for coming to my play," Scootaloo said. She let go and headed inside, giving him one last small smile. Batman smiled in return, before he turned and headed back to the library. He was pretty tired and wanted to rest. The play had been alright, nothing spectacular, but at least Diamond Tiara fell on her face. Thinking about the play also reminded Batman of what Cheerilee said.

'She looks up to you.'

Batman shook his head. He didn't think that he was someone that any one should look up to. He was a spirit of vengeance. He couldn't be anything else.

...Or could he?

========------=======

Batman saw the ship before he saw the ponies. All six of the elements of harmony were standing outside the library waiting for him. The others didn't look too happy, so something big must have happened.

"Well you took your sweet time," Twilight grumbled.

"I'm here now," Batman replied. "I'm fairly sure I know why, but why is everyone here?"

"Alright, Princess Celestia and I have located the last temple. It's in the Samarea desert."

"Samarea desert. Really?" Batman asked. Twilight ignored him and continued talking.

"Now I know that's a ways away, so Applejack and I will take turns flying. The rest of you; get on board and prepare to go. If any of you are tired, sleep on the ship." The ponies pulled themselves onto the ship. Batman was the last one on. As he pulled himself up, he heard Applejack ask Twilight a question.

"So what's the temple this time?" AJ asked. Twilight faced her with a very serious face.

"The Temple of Fear."

Face Your Fear

Over the Samarea Desert.

Batman slowly opened his eyes as the sun rose over the horizon, painting the desert in a deep purple. The ship full of ponies had flown all night, with Applejack and Twilight taking turns piloting it. Rarity had gone below deck to comfort Pinkie Pie, who was air sick. Rainbow Dash was resting on the top of the ship, watching the sun rise. Fluttershy had slept next to Batman and was only now waking up. Batman looked over the side of the ship to gaze at the endless sea of sand, wondering what part of Equestria they were in now.

"S-so," Fluttershy yawned and stretched out her back, "how did you sleep?"

"Fine," he replied, stretching out his legs, which were both numb. He was stretching his neck when Twilight walked up to the two.

"We should reach the temple area in a few minutes, so be on lookout. Okay Batman?" Twilight instructed. Batman nodded. Instead of going back to the helm, the purple unicorn remained standing in front of Batman, debating whether or not to ask him an important question.

"What is it?" he asked, breaking into her thoughts.

"Oh, um, I just wanted to ask; are you sure you want to do this?" Twilight asked awkwardly. Batman and Fluttershy both gave her an odd look.

"Um, Twilight? What do you mean 'does he want to do this'?" Fluttershy asked her friend. Twilight looked like she was trying to pick her words very carefully.

"What I mean is, when we were in the last temple we were forced to face ourselves. But what Batman faced was a lot worse than what Applejack or I fought. So what I'm saying is; we will probably face our fears in this temple. Our fears may not be too bad, but what about yours Batman? What do you fear?"

"Ha, he probably doesn't fear anything," Rainbow remarked, having been listening in on the conversation from above. "Right, B-man?"

Batman shook his head at Rainbow Dash's statement. "You have no idea of what I fear," Batman whispered, remembering all his encounters with Scarecrow. He had learned a lot about himself and what he was really afraid of when he was under Crane's fear toxin.

"Really?" Twilight asked in an interested voice. "And just what does the almighty Batman fear?"

"You don't want to hear the answer to that," he replied quietly.

"Come on, tell us!" Rainbow pushed. "I wanna know!"

"He said no Rainbow. Stop bothering him," Fluttershy demanded, resulting in the other two to look at her in amazement.

"Well, okay Fluttershy, if you want us to," Rainbow said meekly.

"I do," Fluttershy responded.

"Heh, well I know what Twilight fears. Oh no, an overdue library book! This is terrible!" Rainbow said, doing a terrible impersonation of Twilight.

"Very funny, Rainbow Dash," Twilight grumbled. Rainbow Dash continued. "And Fluttershy fears everything. I wonder if the temple will be able to make up its mind on what to pick!"

"And what about you?" Fluttershy asked with some annoyance in her voice." What's your biggest fear?"

"Ha, I don't fear anything. I'm Rainbow Dash, the most awesome and cool pony around," she bragged, leaping into the air and beginning to pose.

"Alright, let's change the subject. Rainbow, where did you get that scar?" Twilight asked, looking at her friend’s forehead.

"Oh, that. I got it when we fought that statue. It's not too obvious, is it?" she asked nervously, placing both hooves over the scar. At the mention of scars, Fluttershy turned to look at Batman.

"Um, Batman, I don't want to intrude, but at the hospital the doctor showed us what your torso looked like. It was covered in terrible scars," she said meekly. Batman gave a low groan. Didn't these ponies have respect for anyone's privacy?

"Yeah, how did you get those scars?" Rainbow asked, sitting down on the deck. Twilight sat down as well, wanting to hear Batman's story.

"By messing up," Batman dryly said. The ponies looked at him in confusion.

"What do you mean?" Twilight asked.

"I mean I got these by messing up," he said, pointing to his right shoulder. "I have a scar here from a blade that I didn't entirely dodge." He pointed to his right pectoral. "Here is where an old enemy managed to spray me with acid and burn off some skin." As he went on, the ponies turned more and more green, Fluttershy even stuck her head over the side of the boat at one point.

"When I mess up in my world, it's not just a simple 'oops, I messed up, let me try again.' No, when I mess up, very bad things happen," he muttered, remembering his past failures and mistakes. The three ponies took a minute to recover.

"W-wow," Twilight managed to get out, "I had no idea. I don't know what to say-"

"Heads up, everypony!" Applejack called out. "We're about there!" The ponies all looked over the edge of the ship, trying to spot the location before Batman. He flicked on detective vision and gazed at the endless sea of sand. Not only did he see a lot of sand, but also bones of creature that had died in the empty desert. Turning his gaze south, once again he saw through the temples camouflage. He yelled at Applejack where to land and a moment later they were descending towards another adventure.

=====----=====

"Weird, this door isn't locked," Twilight muttered in surprise, examining the entrance to the temple. "It seems that some pony already opened it."

"Or Mr. Beardy forgot to lock it," Pinkie suggested. Batman however, had a fairly good idea of who else could have possible arrived before they did.

"Everyone, be on your guard," Batman warned them.

"What good is my guard if I'm on it?" Pinkie asked. Batman gave a low growl and braced his shoulder against the massive door. With a bit of effort, he managed to push it open. Much like the previous two temples, a long, black corridor inside waited for them.

"Is any pony else getting a bad vibe from this place?" Rarity asked in concern. The others nodded their heads in agreement while Batman led the way inside. The place looked like it had been buried for nearly a thousand years. Sand had managed to get everywhere and into everything. As they walked down the hallway, torches would magically ignite as they passed. After nearly five minutes of walking, the group reached what they assumed to be the central chamber. The room was simply a very large circular chamber filled with sand. Another massive door was at the end on the room, with more ancient Equestrian writing on the front. In the center of the sand filled room was a black crystal in a basket. The group made sure to go around it as they headed for the door.

"Alright, Twilight, you know the drill. What the door saying this time," Rainbow asked.

"Huh, this one's fairly short. It says 'For the way out to appear, the seven of you must face your fears.' Wait, how did he know that there are seven of us?" Twilight asked, a little scared.

"Ah don't know and ah don't care. Let's just get this over with," Applejack said. "Ah'll go first."

"Alright, I'm pretty sure that the crystal there is where you want to go," Twilight explained, pointing at the black crystal. AJ nodded and walked in front of it. Before any pony could blink, the room changed. The sand rose off the floor and spun around the room, leaving everypony stuck in a sand storm. When it settled down, everypony gasped at what they saw. They were looking at Sweet Apple Acres, but it wasn't how they remembered it. The big red barn looked to be on the verge of collapse. The trees that were normally filled with fruit were dead and barren. And worst of all, the Apples house was worn down and broken, with a green, old mare sleeping in her rocking chair on the porch.

"No," Applejack whispered to herself. "How could this have happened?"

"Applejack, it's not real. It’s the test remember?" Twilight said, trying to comfort her friend. But AJ didn't hear her. She walked over to her grandma, completely ignoring the others.

"Why didn't she hear me?" Twilight asked.

"She's in a nightmare now. She must face it on her own," Batman stated, watching as Applejack tried to get Granny Smith to talk to her.

"Grandma, it's me, Applejack!" Applejack cried out, trying to wake the old mare. Granny Smith slowly opened her eyes, which then widened in shock upon seeing AJ.

"Applejack?" Granny asked skeptically.

"Yes grandma, it's me, yer little AJ," Applejack said in relief.

"Oh yes, I remember now," Granny Smith said with a sneer. "You left us alone on the farm to go and pursue that fancy life of yers in Manehatten."

"Wha-Granny, I never-"

"Oh and now yer telling lies to yer Granny. I see city life has done wonders fer ya." Applejack looked like she was on the verge of tears. She was trying to explain to Granny that she never went to Manehatten, but it fell on deaf ears. Twilight was in agony herself at seeing her friend’s pain. She took a step forward to help, but felt a hand on her shoulder. She turned to look at Batman, who shook his head, reminding her that this was AJ's battle.

"Granny, w-where's Big Mac," Applejack asked through her tears. Granny Smith gave her another sneer.

"Yer brother. Well let's see. Since he couldn't do all the farm work by himself, he was forced to find a job in Ponyville. I believe last I heard, he was an accountant." Applejack staggered back, stunned by the news. Big Mac as an accountant? It was worse than she thought.

"What about Applebloom?"

"Applebloom? What's an Applebloom?" Granny asked. Tears started to fall down Applejacks face. Her little sister wasn't even born? How could this have happened?

"If only you had stayed on the farm, none of this would have ever happened," Granny Smith mocked. Her words sparked a memory for AJ.

"Wait a sec, ah did come back to the farm!" Applejack yelled, taking a step towards her "Granny." "Ah did choose t' help out on the farm and to become an Apple again. That's right, none of this is real, it's just the test. Which means," AJ said, facing Granny Smith, "Yer not real either."

Granny Smith let a smile cross her face. "Well done," she said and the illusion shattered. Sand flew everywhere, covering everypony in a sandstorm. The sand eventually settled down and the room was back to normal. Applejack then proceeded to fall over.

"Applejack!" everypony cried out, rushing to her side. She shakily stood back up, breathing heavily.

"That...was a lot worse than ah could've imagined," Applejack panted. "Ah need to go lie down." She walked over to a less sandy spot of the room and collapsed on the ground. The other ponies looked at each other.

"So, whose next?" Twilight asked.

"I'll do it. I'm not afraid of anything," Rainbow boasted, flying up to the crystal. Once again, a sandstorm covered the room and the scene changed. This time, they were in Ponyville. A small group of ponies, consisting mostly of foals, were standing around.

"Well, whadda know? It's my fan club," she said with a grin, walking over to them. As they saw her approach, they gave her a mean glare.

"What are YOU doing here?" one of them asked.

"I'm here to see my fans, what else?" Rainbow Dash answered with a smile. "So, who here wants to tell me how awesome I am?"

"Awesome?!" one of the foals exclaimed. "You're anything but awesome!"

"W-what do you mean?" Rainbow asked, taking a few steps back.

"Let's see. You're arrogant, a braggart and don't care about any pony but yourself."

"T-that's not true. I help my friends-"

"Yes, you only help when it's convenient for you. How about when you're not helping your friends. Your either showing off or sleeping!" another foal exclaimed.

"I-I," Rainbow sputtered.

"And we know the real reason you show off all the time. It's because you’re not good enough. You brag and boast so ponies just can't forget how awesome you are. But deep down, you're afraid of rejection. Afraid that all your friends will see you for the joke that you are. That's why you moved to Ponyville; because you were a joke in Cloudsdale."

Now it was Rainbow Dashes turn to fight back tears. With every word these foals said, it felt as if another nail was being driven into her heart. But that didn't stop the foals from continuing.

"Face it Rainbow Crash. You're just one big joke." Rainbow lowered her head in shame as the foals continued their taunts. Then a spark of rage ignited her soul.

"Wait just a second. What do you mean 'I'm not good enough'? I placed first in the best young flyer competition. I am the only pony able to pull off a sonic rainboom. I am more than one big joke. I'm the best flyer in all of Equestria! And I'm not afraid of a few foals who can't see how truly awesome I am!" With each word, Rainbow stepped closer and closer to the foals, slowly driving them back. "And I'd never leave a pony hanging. Never."

The foal in front of her smiled. "Well done." And just like AJ, the room transformed into a sandstorm again, blanketing them all in sand. When it died down, Rainbow Dash slowly shook her head and walked over to where AJ was laying, crashing next to her. Twilight walked over to make sure they were both alright. When she was certain they were, she asked the million bit question.

"Now whose next?" The ponies looked at each other nervously. None of them were certain they wanted to face their own fears now. Two of the toughest ponies they knew had been emotionally exhausted by their fears. What would the fears do to the rest of them?

"I'll go," Pinkie said after a minute. The others nodded and stood aside, allowing her to reach the crystal. When she looked at it, the sandstorm picked up again. When it finally calmed down, Pinkie found herself at her house and her five closest friends there as well.

"Girls, what are you doing in my nightmare? I don't recall being afraid of you," she said cheerfully. The others just glared at her.

"What's wrong? You guys look like Spike just set fire to all your tails again."

"Always with the jokes," Twilight said in disgust. The other nodded their heads.

"You can't stay serious fer even a minute. It's always party this and celebration that. Yer just an over grown kid," AJ said in a mocking tone. Pinkie's mane fell flat.

"I can't believe I actually hang out with you," Rainbow spat in disgust. Pinkies eyes watered.

"Yes, your parties are simply dreadful and that alligator you keep with you is like you; a freak," Rarity spat. Pinkie lowered herself to the floor.

"I can be nice to almost any pony, but I can't stand the sight of you," Fluttershy said in a disappointed tone. Pinkie Pie let out a sniffle.

"Face it Pinkie. You're just an immature kid that tries to make friends with everypony so you can feel like some pony actually likes you," Twilight sneered in a harsh tone. "And the truth is, none of us actually do."

Pinkie covered her head with her hooves and laid on the ground for a minute, before springing right back into her old self.

"That's okay. None of you are real anyway and I've still got my friends waiting for me just on the other side of this illusion. So," Pinkie said with a huge smile, "Buh-bye."

"Well done." The illusion vanished into the sandstorm, returning the room to its normal shape. Pinkie happily hopped over to her friends, who were stunned by what they had seen.

"Pinkie, I-I don't know what to say," Twilight began, but Pinkie put a hoof in her mouth.

"Don't bother. I knew it wasn't the real you all along. I just acted sad so the illusion would think that they were doing their job right," she told Twilight with a big smile.

"I hope you know that I would never say anything bad about your parties, darling," Rarity said with an apologetic look.

"Girls, I said its fine," Pinkie laughed.

"I would never say anything like tha-"

"It's fine. Drop it."

"Well then, I guess I'll go next," Rarity said with some uncertainty. She walked over and gazed into the crystal, triggering a sandstorm. When the dust had settled, Rarity found herself standing at the Carousel Boutique with Fancy Pants. He was apparently eyeing her newest fashion line. Rarity was instantly trapped in the illusion and walked up beside him with a smile, waiting to hear his remarks.

"This is terrible," he said, waving his hoof to the clothing. Rarity's jaw hit the floor. "I must say that this is the most terrible excuse of a fashion line I have had the displeasure of seeing. May I ask what you were thinking?" This was what Rarity truly feared. Not just her fashion line being rejected, but it being done by some pony she trusted. Rarity's brain stripped about ten gears hearing what Fancy Pants was saying about her clothes line. The illusion made a mistake, however. As much as this was Rarity's biggest fear, it was also her greatest source of rage. A rage that she chose to unleash.

"WHAT WAS I THINKING?! I WAS THINKING HOW I COULD'VE THOUGHT HOW AN IDIOT LIKE YOU WOLD APPRECITE TRUE FASHION!!" Rarity bellowed, nearly blowing the illusion Fancy Pants over. The sand illusion started to break under the sheer rage of the unicorn.

"Um, good job," Fancy Pants quickly stated before vanishing, resulting in the room turning back to normal. Rarity was still seething, staring at the spot where Fancy Pants had vanished. She looked over at the others, who were giving her quite a concerned look. She blushed and quickly stood up and straightened her mane.

"So sorry for the display of anger, but there are something’s a pony cannot let happen. My fashion being insulted is one of them." She walked over to the group and Fluttershy nodded her head. She walked over to the crystal and one magical sandstorm later, she found herself standing by herself in a dark room. She looked around in confusion. She didn't like the dark, but it wasn't particularly scary either. That was until she turned around and found another her staring at her.

"W-what the?" Fluttershy asked. The dark her smiled.

"Hello, Fluttershy. I'm you. Or rather, the side of you that you try to keep hidden. The side of you that keeps all the pain locked up inside."

"Pain? I don't understand?" Fluttershy said confused.

"Allow me to explain. Your pain at being the worst flyer in Cloudsdale. Your pain at being cowardly and weak. All your pains," The dark her said with a snicker. "And I know how it eats you up inside, how it makes you hate yourself." Much to the dark Fluttershy's shock, Fluttershy gave her a small smile.

"Yes, the pain used to be unbearable at times. I truly believed that I was weak and useless. But then I met some pony who has had a much more terribly pain than me. Yet they're able to remain strong and fight for what they believe in every day. Compared to what they've gone through, I have nothing to complain about," Fluttershy said with strength in her voice, staring down her dark side. "Now get back in my head where you belong."

"Well done," dark Fluttershy said with a smile, vanishing into the familiar sandstorm. As it died down, Fluttershy walked over to the group with a smile. Twilight looked stunned.

"Fluttershy? How..."

"Oh, Twilight. I deal with that nagging voice every day. This was nothing new."

"So who was the stallion you mentioned? He sounds like dashing rouge, “Rarity poked, hoping for some info.

"Sorry, but I Pinkie promised not to tell," Fluttershy said with a small smile.

"Well, I guess I'm next," Twilight said with a small smile. "Anything I should know?"

"Yeah, the moment you go in there, you forget the outside world completely," Applejack said as she walked over, recovering from her look at her fears. "You truly believe you are in that moment and you can't hear your friend’s voices."

"I'll remember that. Thanks," Twilight said with a gulp, walking over to the crystal. One sandstorm later, Twilight was standing in the royal hallway in front of Princess Celestia. Just as the others had (mostly), she forgot that she was facing her fears and believed herself to be in front of Celestia.

"Princess!" she exclaimed, running over to her majesty. Celestia turned and gave Twilight a glare that could only be beaten by Batman. The harsh look stopped Twilight in her tracks.

"Well, if it isn't the failure," Celestia spat, narrowing her eyes. Twilight gave her a confused look.

"Failure? What did I fail at?"

"Ha, she doesn't even remember. You failed to get the artifacts we needed to stop Morgaine! As a result, Equestria is under her rule and the other Elements of Harmony are dead. All because you failed," Celestia hissed. Tears started to stream down Twilight's face and her heart plummeted into her stomach. How could she have let this happened? When she had been needed most she had failed?

"My number one student? Ha! I believe Tom would've been a better student than you."

Twilight's heart fell deeper into sorrow. Not only was Celestia no longer happy with her, but now she was saying a rock could do better? Twilight couldn't hear her friends trying to tell her that Celestia wasn't real or that she hadn't failed. But what she FELT was two eyes burning into her very soul. Whatever was causing it, it snapped Twilight out of her trance. What replaced her fear was rage.

"Of course you would pick a rock to replace me. After all, it's what your head is filled with!" Twilight said in an angry voice. Celestia was taken aback by this.

"How dare you..."

"How dare I? How dare you! I have proven myself to be more than an amazing student time and time again! The real Celestia would know that!" Then the realization struck her. "That's right. None of this is real. It's fake. It's only a test. And test," Twilight said with a smile, "Are something I excel at. I'm not afraid of you."

"Well done." Twilight walked over to her friends once the sandstorm was gone. As they congratulated her, she noticed a light on the closed door. When she looked at the door, she saw six stars shining on it, with a dull one in the center. That could mean only one thing.

"Okay, Batman. You're up." Batman nodded and walked over to the crystal, not sure what to expect. But he had dealt with Scarecrows fear gas multiple times. This shouldn't be any different. Batman knelt down and looked into the crystal.

And then a hellacious laughter over took them all.

He Who Laughs Last

Temple of Fear.

The sight that greeted the ponies eyes once the sandstorm died down was so terrible that they nearly passed out just looking at it. Bodies of humans were lying everywhere, some in very disturbing positions. Blood caked the ground and dismembered body parts floated in the blood. The sky was also blood red and looked as if hell itself had taken over the world. The ground was barren and devoid of life, figures in costumes like Batman were impaled on pikes.

ha ha ha ha...

In the distance, the ponies could see humans all sitting in some sort of Movie Theater, chained together and bleeding. But that wasn't what spooked the ponies. What scared them was that every person there had a huge smile on his or her face, while some odd puppet show was being played for them. One of the puppets hit the other, resulting in laughter from the crowd. But it wasn't joyous laughter, it was deranged laughter. The people laughed so hard tears streamed down their faces, ruining the make-up all of them where wearing. Some even fell over dead from laughing so hard, the sick smile still etched onto their faces.The ponies looked away from the people and towards the horizon, where a majestic city was burning to the ground.

Ha Ha Ha Ha Ha...

Resisting the urge to throw up her insides, Twilight and the others looked at Batman. Much to their surprise, he seemed completely oblivious to the suffering around him. His eyes were focused forward, in an expression of pure hatred. The ponies followed his gaze and gasped at where it ended. A throne made of smiling corpses had been erected in the center of the carnage, rising about ten feet in the air. What grabbed the ponies attention the most was who was sitting on the throne.

HA HA HA HA HA!

A human in a purple suit and purple shoes was seated comfortably on his throne. He held a deck of playing cards in his hands, but was tossing most of them aside. On his shoulder rested a black crow. But his appearance is what shocked the ponies the most, though. His hair was a vivid shade of green, his face was as white as chalk and it seemed that a permanent smile was drawn onto his face. He was humming a happy tune to himself as he tossed the last three cards away. The last one he held was the...

"Joker," Batman growled in a deep voice. The man known as Joker looked at Batman and a real smile crossed his face. He tossed away the card as he greeted Batman.

"Batsy, old chum! It is so great to see you again!" he said with a huge smile on his face. Batman answered with a snarl.

"What are you doing here? You're supposed to be-"

"Dead? Why, I am dead, Batsy. I'm as dead as your sense of humor. As you can see it has done wonders for my complexion. But the reason I'm here is because you don't want me to be dead. After all," he said in fake sadness, "you are my only friend."

"We are not friends. Why are you really here?!"

"Because Batman, I am your greatest fear." Joker said with a very sick smile.

"I don't fear you," Batman responded with a deep growl.

"Of course you don't, your fear goes much deeper. But this magical place brought me back just so I could show you. And the best part is we have an audience to watch with us," Joker laughed, gesturing towards the mane six. The ponies were shocked that this Joker knew that they were there. They were shocked even further when a barrier sprung around them when they tried to advance.

"Now now, we can't have you interrupt the performance," Joker smiled, turning back to Batman. "So, shall we get this movie under way?"

"I don't fear you or whatever you have up your sleeve," Batman snarled. Joker raised his arm and began to shake it.

"Nothing up that sleeve. And...nothing up this one either. Well, how about we begin by reintroducing you to some old friends!"

Batman spun around as a figure materialized out of thin air. He was a massive man with muscles all over his body and a bunch of green tubes coming out of his back. Batman recognized him instantly. Bane. But what was in the man's arms is what shocked him the most. He was carrying the body of Robin, which the man tossed at his feet.

"You fear losing to evil, Batsy. You fear that you never make any real progress on your little... crusade," Joker whispered with a smile. Three more figures came out of the shadows, each a villain Batman recognized. Killer Croc. Poison Ivy. Ra's Al-Ghul. And with each of them came a different body, which was tossed at his feet. Commissioner Gordon. Oracle. Nightwing. Seeing the bodies of his closest friends was to much for Batman. He roared and charged Joker, who responded by clapping his hands.

"You fear the death of those close to you. Even when it is you who is responsible for their demise." Killer Croc intercepted Batman and smashed into his side. Batman rolled to recover and kicked Croc in the jaw. Before he could launch another attack, he felt Poison Ivy's plants wrap around his legs and they pulled him towards her. She used her mastery over plants to slash at Batman, tearing his suit and cape. Using his bladed gauntlets to hack at the plants and free himself, he closed the distance and tossed Ivy across the room. He was still recovering when a blade cut through his cape. Ra's brought his blade down again across Batman's chest, slashing through the suit. Batman managed to get back in time in order to avoid a fatal blow, but the gash sent blood everywhere. The ponies let out a gasp, except for Fluttershy, who was trying her best not to cry. Batman staggered back into Bane, who lifted Batman up with one hand and slammed him into the dirt at his feet, right in front of his fallen comrades. Joker smiled as Batman coughed up blood, struggling to escape Bane's crushing grip. Joker clapped his hands again and the four villians backed off. Batman slowly rose to his feet as Joker continued to talk.

"But all these fears you might be able to get over, but I know the one you can't. Are you ready, Batsy?" Joker asked with an evil smile. He clapped his hands and the whole room changed. The room was now a dark alley, with a sign reading 'Park Row' on one of the lamppost. It was raining. In the rain stood three figures, two adults and a child. The Ponies gasped when they realized that the child was Batman. Joker chuckled as Bruce Wayne's eyes grew, realizing what memory he was now in.

"Yes, what you truly fear is that you don't deserve to be alive. You believe that you should have died with your parents on that night, instead of having to live with yourself for surviving. You fear being helpless when you are needed the most," he whispered as Bruce stared at his parents, who were walking ahead of him. Joker reached inside his vest and pulled out a hand gun, aimed straight for the Wayne’s. The ponies looked confused, none of them having any idea about what Joker was saying. Except for Fluttershy, she knew exactly what was about to happen.

"NO!" she screamed as Joker pulled the trigger twice.

BANG! BANG!

"NO!" young Bruce echoed Fluttershy as his parents fell to the ground. As the scene from Batman's child hood replayed itself, Bruce stood there, once again dying on the inside, with tears falling freely from his face. Joker began to laugh his maniacal laugh, which began to echo off the walls like the gunshots.

"This is what you fear, Brucy. You fear failure. But what have you done except fail? You failed to save your parents." As Joker said this, a chain burst from the ground, wrapping around Bruce's arm. The chain pulled down, nearly bringing the orphan to his knees.

"You failed to save your little birdy and the love of your life!" Another chain shot out of the ground, wrapping around Bruce's other arm, this time it dragged him to his knees. The young boy didn't even try to resist. He just stared at where his parents bodies had fallen, with the silent tears rolling down his crestfallen face. To say the ponies were shocked was an understatement. Fluttershy was crying herself, not even trying to hide it. The others just looked away, unable to witness the cruel acts.

"And worst of all, you failed to save the greatest, funniest and if I might add the downright most handsome guy in the entire world. ME!" Joker yelled out, letting his laughter once again fill the room, unable to keep the joy in. One last chain burst from the ground, wrapping itself around Bruce's neck. The weight pulled his head down, finally brining him down. The ponies that could looked at the scene in tears, looking at the beaten Batman. Joker continued to laugh for a good minute, before getting back to business. His face turned serious and fell into a frown.

"And to think Batman, all this could have been avoided if you had just crossed that sorry excuse of a line and killed me long ago. If you had, Talia would still be alive, as well as that child you took in, Jason. But nnnnoooooo. You had to be the righteous one, always refusing to kill, even those who deserved it." Then another huge smile broke out across his face and he chuckled to himself. "But it doesn’t matter now does it? Because I finally won. Here you are, laying beaten and crying in front of me. Hell, I beat you while I was dead! And the best part? You still failed you're friends. You still failed those who fight alongside you. And when it comes down to it, you'll fail to save these ponies as well," he said with a smile.

"Say, that reminds me of a joke. What do you call it when I go to Ponyville and kill everypony there, except for one that I'll leave bleeding and crying in the street? Give up? You call it a one horse town! BUUUWWWHAHAHAHAHAHA!" Joked burst out laughing, trying hard not to fall out of his throne. The ponies simply stared, not believing that some pony so evil could possible exist. They others were so focused on Joker, that none of them noticed that Bruce had gotten back to his feet.

SNAP!

With a flex of his right arm, the chain wrapped around it snapped off. Joker stopped laughing and looked at Bruce, disbelief in his eyes. The ponies were just as shocked, watching as he snapped off the other chain.

SNAP!

"What's going on here?" Joker asked as Bruce snapped off the third chain. SNAP! Bruce looked up at Joker, lightining flashing in the young boys eyes.

A flash of real lightning then engulfed the chamber, blinding everyone there. When the light died down, Batman was standing where Bruce Wayne had been only a moment before. The ponies couldn't believe their eyes as Batman slowly moved towards Joker. What stunned them the most was the look in his eyes. It was the look that he had given them right before he brought them down. The look of a very dangerous and very angry man.

"What are you fools waiting for, a party invite? GET HIM!" Joker yelled at the other villains. Bane roared and charge at Batman. Batman spun on his toe and delivered a thunderous roundhouse to Bane's head. The moment Batman connected, Bane was blasted apart into dust. Joker's eyes widened in shock.

"Ivy, stop him!" Poison Ivy lashed out with her plants, trying to impale the bat. Batman pulled out his explosive gel and flipped over the plants, spraying the explosives on them as he passed. He detonated the gel, causing the plants to be turned into mulch. Ivy barely had time to scream in rage before Batman whipped out the bat-claw and grappled her into one of his most powerful clotheslines, blasting her apart into sand.

Ra's Al-Ghul lunged at Batman next, swinging his sword faster than the ponies could see. To their increasing disbelief Batman moved even faster than the sword strikes, blocking each blow with precision timing. He caught a swing in his hands and snapped the blade out of Ra's hand, before spinning around and striking Ra's head with the hilt of the sword. Ra's burst into sand like the others, leaving only Croc and Joker.

Croc roared and charged Batman, arms outstretched to catch the bat no matter where he tried to dodge. Batman rushed Croc and punched him in the head, knocking him back. Batman brought Ra's sword down on Crocs head, whose skin was thick enough not to be pierced by the blade, but he still suffered a hammer like blow. As Croc stumbled, Batman tossed the sword aside and kicked Croc below the belt. When Croc opened his mouth to roar in pain, Batman fired three blasts from the REC into it. The electricity surged through Croc's body, causing him to twitch uncontrollably. When the electricity ran its course, he fell to his knees and turned back into sand.

Joker staggered back as Batman turned and headed towards him. The crow on Joker's shoulder took off, flying into the darkness. Joker didn't even notice, his eyes still glued on his "fallen" advisary.

"Is this a joke, Bats? Because if it is, it's not funny!" Joker yelled in rage. He pulled out his handgun and started firing into Batman's chest. But as the bullets struck the Dark Knight, they vanished into sand as well. Joker fired and fired until the gun started clicking. He lowered the gun and stared at Batman.

"How? I had you beaten. I won! So why are you still standing? WHY WON'T YOU LOSE?!"

Then Batman began laughing. His laugh wasn't like Jokers, which was crazy and wild. His was dark, devoid of joy and instilled the ponies with a greater sense of fear than Joker's laugh ever had.

"How do I do it, Joker? You seem to be forgetting what I told you all those years ago," Batman said with a smile on his face. Then the smile turned into one of the most frightening faces the ponies had ever seen. It was the face of The Batman.

"I told you that I'd never let you win," Batman snarled, charging the Joker. Joker whipped a knife out from his coat and brought it up into Batman's ribs. Batman roared, not with pain but fury. He brought a punch so powerful into Joker's face that even Superman would've felt it. The Joker was launched from his throne and landed a good ten yards away. As he lay beaten on the ground, he started to disappear into sand. Joker looked down at his now vanishing body and a smile crossed his face. And before the clown prince of crime vanished for good, he let out one last laugh.

"ha ha ha ha ha ha. ah Ha Ha Ha Ha Ha. BUWWWAAAHAHAHAHA!" and with his last laugh, Joker vanished into the sand. Following Joker's lead, the rest of the illiusion crumbled under the bat's wrath. Only when the room was back to normal did Batman whisper the last word.

"Never."

And with that, Batman fell to his knees exhausted. The ponies, now realizing that they were free from the barrier, rushed to his side. The wounds that he had suffered during the fight had healed, yet his suit was still shredded. Fluttershy was making sure that he hadn't received any permanent damage. The other ponies hung back, still trying to process what they had just witnessed. After a minute, he stood up, but was still shaky. The mighty door creaked open, revealing a path to the center. Batman began to head down it, when he realized the others weren't following him. He turned to look at them and saw the concern on their faces. Twilight was the first to speak.

"Batman, who-...what was that?" she whispered.

"That was the Joker. He is the definition of evil," he said in a quiet voice. Rainbow asked the next question in a shaky voice.

"What was that scene where you were...you were a foal?"

Batman took a deep breath before speaking. "When I was eight years old, my parents took me to see a movie. When it ended, we took a back alley to the car instead of the main sidewalk. And my parents were killed by a mugger with a gun." He watched their faces as the weight of his words hit them. "On that night as I knelt in my parents blood in that dark alley, I swore that I would dedicate the rest of my life to eradicating the evil in my city that took their lives. That is how I became Batman." Fluttershy asked the final question.

"Why didn't you kill him like he said you should've? Why keep someone as evil as him alive?"

Batman thought for a while about his answer. When he spoke, it was in a quiet voice. "Because I promised myself that I as long as I was still breathing that I would do everything in my power to save as many lives as I could. Even those who didn't deserve it."

Fluttershy looks at Batman in a new state of awe. Here was a person who had gone through so much suffering in his life. He had lost his parents, his friends and even his love. Yet he still fought to keep others safe, to keep evil at bay. Fluttershy had thought with herself doubts and cowardice that she had known what pain was. She realizes that she knew nothing about true pain. Batman had gone through so much in his life, with no one to comfort him or try to help. So she did the only thing that she could think of; she hugged him.

Batman barely raised his eyebrows. He had been expecting this from Fluttershy, but what happened next surprised even him. The other five ponies walked over and joined the in the hug. Each of them looked up at him with the same look of sympathy in their eyes that he had seen in Fluttershy's back at Twilight's house. Fluttershy and the others eventually let go, each of them wiping tears from their eyes.

"I was wrong Batman," Twilight began, trying not to cry. "I thought that you might be a good guy. I never would've believed that you were such a tragic soul." The others could only nod their heads in agreement. "You are a lot stronger than I would've given you credit for." He paused for a minute, before remembering the mission.

"As much as I appreciate the concern, we do have an artifact to grab," he pointed out. Twiligh looked at him in shock.

"You just finished facing your greatest fear! You just re-lived the hardest moment of your life! How can you just forget that and move on?"

"Simple. Because I have to." He turned and walked through the now open door, leaving six awestruck ponies behind him.

====------======

After a few minutes of talking to each other, the ponies finally headed through the door to where Batman had headed.

"How does he do it," Rarity asked, unable to believe the amount of suffering the bat had gone through.

"Maybe we'll ask him later," Fluttershy responded as they entered the chamber. The first thing the ponies noticed was that Batman had just been tossed through the air and landed with a hard thud right next to them. They cried out and ran over to him as he struggled to get up.

"What happened?!" AJ asked. Batman glared across the room.

"She did," Batman grunted. The ponies looked over and saw their foe standing on the Star-Swirl statue.

"Morgaine."

Prepare for War

Temple of Fear.

Batman struggled back up to his feet, trying to ignore the pain that was now coursing through him. When he had arrived in the inner chamber, he had found Morgaine already there. Apparently she had blasted a hole in the roof and simply lowered herself in. She had been trying to get to the Stone of Reality, but when she had approached it a barrier had sprung up and prevented her from reaching it. While Morgaine was busy with the barrier, Trixie dealt with Batman.

"Batman, what happened?" Twilight asked. Batman answered with a roar and performed a kip-up, before charging at Morgaine. A wall of magical fire roared up in front of Batman, cutting him off from his target. With a snarl, he turned towards Trixie. Trixie gave him the signal to bring it, a signal that he accepted. He pulled out two anti-rangs and held them in his hands like blades, before charging the azure unicorn. He took only a few steps when the Elements of Harmony rushed in front of him.

"Out of my way!" he snarled at them.

"You need to get to Morgaine. Let us handle her high and mightiness," Twilight snapped back, keeping her eyes trained on Trixie. Batman nodded and rushed Morgaine. Trixie tried once again to cut off Batman's path, but before she could she had to erect a barrier to shield herself from one of Twilight's spell. Much to Trixie's surprise, the barrier cracked some from the spell.

"How?" Trixie asked. Twilight answered with an evil smile.

"You're not the only one who's gotten stronger." Twilight began to rapid fire spells, forcing Trixie to duck and dodge to avoid all the spells. She fired of a massive spell into the ground which resulted in stone spikes erupting from the floor, directed straight towards Twilight. Twilight retaliated with by levitating herself far off the ground to avoid the spikes. She blasted the ceiling and started raining chunks of rubble down upon Trixie. Trixie warped herself out of the way and spun to face Twilight, who gently lowered herself to the floor. The other five ponies watched in awe, not sure that they could even enter this battle. They instead looked over at Batman to see how he was doing.

Morgaine fired off black bolts of magic at the bat, which sliced through them with the anti-rangs gripped in his hands. Morgaine teleported herself away from a vicious roundhouse and started to concentrate. With her magical mastery, she summoned a massive dragon made of black magic and sent it screaming at Batman. Right before it devoured him; he launched the grapple gun to lift him over it and came back down on top of it. He went blades first, slicing the magic dragon clean in half. As the dragon sputtered and dies, Batman turned back to Morgaine.

"Sorry Batman, but the Stone of Reality is now mine!" Morgaine yelled triumphantly, holding the stone overhead. It was at that moment a blue blur whizzed by Morgaine's hand and snatched the stone right out of it.

"NO!" Morgaine yelled. Rainbow Dash let out a laugh as she tossed the stone to Batman, who snatched it out of the air.

"So Batman, how was that for cool?" Rainbow asked, smiling smugly.

"What did I tell you? Get away from Morgaine!" Batman yelled out, tossing two batarangs at Morgaine to distract her. But Morgaine was angry now. She raised her open hand at Rainbow Dash, who was pulled into Morgaine's grasp by a powerful magic. Rainbow struggled to escape, but Morgaine tightened her grip, nearly choking the blue pegasus out.

"Let her go, Morgaine. This is between you and me," Batman said calmly, try not to enrage the sorceress further Morgaine simply shook her head.

"She got involved when she laid her hooves on me. Now everyone STOP!" Morgaine yelled out, ceasing all the fighting in the room. An exhausted Trixie and a slightly tired Twilight continued to glare at each other, but they did stop fighting.

"Why?" Trixie asked. "Why can't I beat you?"

"That's because-"

"I SAID SILENCE!" Morgaine roared, tightening her grip on Rainbow's throat. Rainbow Dash was starting to see spots and she could barely breathe. Morgaine would have loved to kill RD right then and there, but she thought of an even better use for her..

"I'll tell you what Batman. I'll give you back you friend here IF you hand me that stone in your hand," Morgaine offered, pointing to Batman's fist. He held the stone up and Glared at Morgaine, while Rainbow tried to talk.

"No...Batman...don-" She was cut off by Morgaine clenching her hand tighter. "Do we have a deal?" Morgaine asked.

"How do I know you'll keep your word?" he asked her. Morgaine smiled. "You don't." Batman growled at her, but after looking at Rainbow Dash's desperate expression gave in and held out the stone.

"Hmmm...Actually I want your orange friend, the Element of Honesty, to give it to me. I trust her much more than I trust you.." Applejack looked at Batman, who nodded and tossed her the stone. AJ swallowed back her fear and approached the sorceress, who smiled and held out her hand. Applejack slowly placed the stone into her hand and backed up. Morgaine allowed a small smile to cross her face.

"Now then, while I would love for nothing more than to snap this annoying ponies neck...I'm in too good a mood for anything violent," Morgaine said with a smile, tossing Rainbow Dash at Batman. He caught her and glared up at Morgaine, who had teleported Trixie to her side.

"But of course, I can't let any of you live, so...die." Morgaine fired a bolt of magic into the already damaged ceiling, resulting in the place to begin to cave in. Morgaine let out her evil laugh as she teleported Trixie and herself away. The ponies immediately began to run for the exit. Twilight was assisted by rainbow Dash and AJ as she was too tired to move. The ponies and Batman raced through the corridor when Batman realized something. Fluttershy wasn't with them. As horror took hold of his heart, he turned and sprinted back into the collapsing chamber. He looked around frantically until he spotted her with her wing trapped under a chunk of rumble. With mere seconds before the chamber collapsed, Batman sprinted over and with his strength, tossed the rock off of Fluttershy. She flashed him a look of gratitude and the two ran towards the exit. Time slowed down once again as Batman looked up and saw a massive part of the ceiling headed for the exit. The moment that came down the two would be stuck in the chamber. He couldn't let that happen. He grabbed Fluttershy and with a windup spin, tossed her into the corridor.

"Batman!" she screamed and tried to rush back to him, but the giant piece of rubble chose to land right in front of her. She pushed against the rock with all her might, yet it refused to budge.

"Fluttershy, what's wrong? Where's Batman?" Twilight asked as she ran over to her friend.

"He's trapped in there! We have to get him out!"" Fluttershy half cried, still trying to push the boulder. The corridor's ceiling began to collapse on top of them and Twilight was forced to make a hard choice.

"Fluttershy, I'm sorry," Twilight muttered, before lifting Fluttershy up with her magic.

"Twilight, what are you doing? We have to save him!" Fluttershy yelled.

"We need to get out of here. There's nothing we can do," Twilight told her friend, turning towards the way out and sprinting for the exit. Fluttershy let out one last cry as the room continued to collapse. Twilight ran with whatever strength she had left, barely managing to get her and Fluttershy out of the way of falling debris. Twilight went into one last dead sprint as she saw the exit to the temple. Twilight, with Fluttershy in tow, just made it out as the entire temple collapsed.

"NO!" Fluttershy screamed, running over to the rubble. AJ and Pinkie ran to Twilight, who had collapsed from exhausting her power.

"Twi, are you okay? We saw the temple come down on ya," AJ asked her friend.

"Yeah, it just went BBBOOOOOMMMM!" Pinkie exclaimed.

"That's not important now! Batman was still in there!" Twilight exclaimed. The others gasped and immediately ran over to join Fluttershy, who, despite her small stature, was desperately lifting and throwing rocks, trying to find her friend. The other ponies joined in, tossing stones and debris out of their way. After about ten minutes of digging, they were getting worried.

"What if he...didn't make it?" Rarity asked in disbelief.

"He's survived everything else that has been thrown at him, he can survive this," Fluttershy said with determination, still trying to unearth Batman.

"We have to face the facts, sugar cube," AJ said gently, placing a hoof around Fluttershy's shoulder. "There's not much of a chance that he could've survived that. Even Batman couldn't-"

SMASH!

The ponies all jumped as a black fist punched through the rubble about ten feet from them. Fluttershy let out a cry of delight and ran over to the spot. After a moment of being stunned, the other ponies ran over and helped to unearth him. A minute of digging was enough to get most the rubble off of Batman, who pushed the rest off himself.

"How in tarnations did you survive that?" AJ asked in disbelief.

"This isn't the first time I’ve been buried alive and it probable won't be my last," he replied with a small smile. The ponies for the umpteenth time since he arrived looked at him in awe. He'd survived more punishment in a few months that most ponies went through in a life time and apparently he nearly got himself killed every night in his world as well. But now what all the ponies were wondering was how much more can he take?

"So, now what?" he asked Twilight. She let out a small sigh.

"We tell Celestia what happened."

=====------=====

Morgaine's castle.

"Argh, how did that fool manage to nearly beat me again!? has all my training been for nothing?!" Trixie ranted, still in disbelief that Twilight had come so close to beating her. Morgaine did her best to comfort her student.

"Now Trixie, considering how large the difference in your powers were before you met me, I'd say you have made remarkable progress," Morgaine soothed, but it didn't help.

"Progress is pointless if you still get beaten by the one you hate," Trixie retorted.

"True."

"There has to be a way to beat her," Trixie muttered, going over many different battle scenarios in her head. In addition to being trained in the mystical arts, Morgaine was also increasing Trixie's mental capacity. After a moment, she cried out again in frustration.

"It doesn't matter what the scenario is, I still lose every time!" Trixie snarled, using her magic to toss one of Morgaine's minions across the room.

"Maybe you need to try a different approach? Instead of fighting to your opponents strengths, try fighting to yours." Morgaine suggested. Trixie pondered what Morgaine had said, beginning to play different battle scenarios in her head. After a few minutes, she smiled to herself.

"Master, you are a genius. I'm off to train," Trixie yelled, running off towards the sparring hall. Morgaine smiled at her apprentice’s enthusiasm, before turning her attention to the Stone of Reality in her hand. She had found a hidden passage in Star-Swirls notes, indication the stone's power could only be used on certain days of the year. Further studies had shown that the stone had a safety feature that only allowed the stone to be opened in the presences of Celestia. Considering that the next time the portal could be opened was in three days, which would mean she had to take over Canterlot on the fourth day. Normally Morgaine would think of Batman as the one force that could stop her, but his destiny showed that he was no longer a threat. As Morgaine looked at the stone that would help all her dreams become, she smiled to herself.

'Becoming ruler of the world has never been so easy,' Morgaine thought to herself.

====-----====

Canterlot, Royal Hall.

"...And that's essentially what happened," Twilight told Celestia, hanging her head at her tale of failure. The other ponies hung their heads in shame as well, except Batman who was too busy ignoring the glare from Luna. Celestia looked grim, not liking what this would mean for the future of Canterlot. After a few minutes of thinking to herself, she finally spoke.

"First of all, I would like to thank you Batman for saving my student and her friends lives." Batman nodded in return. "Second; I have some disturbing news. My scholars and I have found that the Stone of Reality can only be opened during certain times of the year. And one of those times is in three days."

"So we only have a few days to find Morgaine and stop her?" Batman asked, not liking where the conversation was heading.

"Yes and no. We have also discovered that the stone has a safety mode that only allows it to be opened in my presences or my sister's. That means Morgaine will need to be close to us in order to open any portal she wants."

"Which means she'll be coming here in three days," Batman muttered to himself. Luna gave him a questioning glance.

"And how do you know this?"

"Because I know her. She'll try to take Canterlot on the day that the portal opens so that she only needs to hold the city for maybe an hour tops. She's not the kind to take any risks. She'll attack on the third day."

"What are you saying? That she'll attack a city full of guards, the Elements of Harmony and the two most powerful alicorns in the world? She must be stupid," Luna said with a smirk.

"And she'll take Canterlot if we don't prepare," Batman responded.

"What do you mean?"

"Remember the towns she attacked? Morgaine's not the kind to waste lives when she could easily turn them into her slaves," Batman reminded them. Celestia and the others dimly began to grasp what he was saying.

"You mean..."

"Yes, she'll use the ponies she captured from the towns to help her wage war on Canterlot. Let me ask you princess, how do you feel about fighting your own subjects?"

Celestia was deeply disturbed by that thought. Everypony else in the room was scared of what the future battle held.

"Won't she be afraid of you?" Celestia asked.

"Due to some...unavoidable circumstances, Morgaine has figured out a way to kill me. So to answer your question; no." The ponies gasped at that. Morgaine could kill Batman? That was not a good sign.

"So what do you recommend?" Celestia asked. Everypony in the room looked to him now, all of them realizing he was their only hope. After a minute of thinking, the bat had a plan.

"What we'll do is send all the citizens of Canterlot to Ponyville. Get them off of the future battlefield and out of harm’s way. The guards will stay, naturally."

"What if the ponies refuse to go to Ponyville?" Luna asked.

"If you and your sister can't get them to go, just tell them that the bat will...persuade them," he said with a menacing smile.

"Very well," Celestia answered after a while of thinking. "I will do as you have instructed. I would also recommend that you spend the next few days preparing for the battle and saying goodbye to any friends of yours...if you’ve made any," Celestia said with a sarcastic smile.

"I'll remember that little remark when I'm saving your life," Batman replied with his own grin. Celestia turned to Twilight and the others.

"Spend the next few days relaxing and having fun. It may be the last time you will be able to for a long time, she said grimly.

"Yes, your majesty," they all said with a bow. Celestia smiled and cast a teleportation spell on them, sending them back to Ponyville. When they were gone, she turned to her sister.

"Luna, I want you to tell the citizens of Canterlot what is going on. We must evacuate them as soon as possible."

"Yes, sister," Luna replied, flying out the window and into the city. Celestia watched her go, thinking quietly to herself.

'And now we must prepare for something that has not plagued Equestria for nearly a thousand years. We prepare for war.'

Being Generously Loyal

Ponyville, the next day.

Rainbow Dash was bored. Twilight and the others had chosen to spend the time leading up to the battle at Canterlot with their families. Rainbow, who hadn't talked to her family in ages, had no idea how to spend the days. Going to Cloudsdale was out and she sure as hay didn't want to talk to Batman. Tom had more conversation skills than him. But as she thought about Batman, she remembered what she had seen at the temple. The pain he had gone through as a child and the evil he fought on a regular basis. She still didn't know how he managed to keep going after that.

Rainbow was so lost in thought that she didn't even notice when Scootaloo ran underneath of her cloud. The sound of the running derailed Rainbow's train of thought and she looked over her cloud down at Scootaloo. Then an idea of how to ease the boredom came to mind. Scootaloo would probably love to see some of Rainbow Dashes awesome tricks. With a smile on her face, Rainbow flew down right behind Scootaloo.

"Hey!"

Rainbow laughed to herself as Scoots jumped ten feet in the air with a scream. She spun around in shock, but let out a sigh when she saw who it was.

"Oh, hey Rainbow Dash what's up?" Scootaloo asked with a smile. Rainbow Dash responded with her own huge smile.

"You're in luck my friend, because right now you have front row seats to see the awesomeness that is Rainbow Dash!" she exclaimed flying around Scootaloo, leaving a Rainbow colored trail behind her. She stopped and looked over at Scootaloo with a huge grin, which slowly lowered as she saw Scootaloo's face.

"Oh, you mean right now? Sorry, I'm a little busy. But if the invites open for later, then I’ll come back and watch. So, um...bye," Scootaloo said awkwardly, before taking off. Rainbow spent a moment picking her jaw off the floor. Scootaloo had just turned down an offer from HER? Scootaloo was one of Rainbow's biggest fans; she'd never had turned down an invite before. Now Dash had to know where Scootaloo was heading. She silently took off and followed the orange filly as she ran through Ponyville. Scootaloo waved to her friends as she saw them, but didn't stop to play. So if she wasn't hanging with her friends, then where was she going?

Rainbow's answer came a few minutes later when she followed Scootaloo to the CMC clubhouse. And when Rainbow Dash saw who was waiting there, her jaw once again fell to the floor. Scootaloo was meeting with Batman? Rainbow hid in a bush to watch.

"Hi Batman!" Scootaloo said cheerfully, walking up to him. He was in a weird crossed legged state, with his wrists on knees. His eyes were closed, but he opened them as Scootaloo approached.

"You're late," he muttered. Scootaloo gave a bashful grin.

"Yeah, I met Rainbow Dash on the way here. She wanted me to watch her perform some tricks," she explained.

"And you said no?"

"Of course! There's no way I'd miss meeting you for training!" Rainbow would have to see the dentist from how many times her jaw hit the ground that day.

"I thought she was your idol."

"She was- I mean is, but I like to spend time with you just as much," she said with a small smile. "Besides, if I'm really late for one of our training sessions you may just leave." Rainbow Dash's heart sunk in her chest. Scootaloo preferred Batman over her? The dork in a costume over the most awesome flyer in Equestria? Rainbow bit back her rage and continued to watch.

"So, what am I learning today?" Scoots asked.

"Today I wanted to teach you throws, but I'd rather not demonstrate on you. Rainbow Dash, would you like to help?" Batman asked, looking over at where she was "hidden". Rainbow slowly stood up and angrily walked over to Batman, giving him a resentful look. He ignored it and turned to Scootaloo.

"Alright, I'm going to show you a shoulder toss. Pay attention," he said, turning to Rainbow. "Now then, please attack me."

"With pleasure," Rainbow Dash growled. She dashed straight at Batman and threw a powerful fore hoof at his head. Batman responded by grabbing her hoof and placing his shoulder into her armpit. The follow up was Rainbow Dash was tossed onto the ground, having the wind knocked out of her. While she struggled to breathe, Batman turned back to Scootaloo.

"And that's how it's done. I want you to practice on the dummies. Understand?"

"You bet I do!" Scootaloo gleefully said, before rushing to the dummies. Batman watched with a bit of pride as Scootaloo perfectly tossed the first dummy. Rainbow finally got her breath back and walked over to confront Batman.

"So what's the big idea?" she asked in a cold fury. Batman raised an eyebrow.

"What are you talking about?"

"I mean you getting Scootaloo to become your fan instead of her being mine. That's pretty low of you." Batman was still confused.

"What?"

"She was MY fan and you somehow managed to convince her that you are cooler than me!" Rainbow Dash said in a rage. Batman finally got what Rainbow Dash was saying. Rainbow Dash was saying that because Scootaloo preferred Batman over her, that he had somehow stolen a fan from RD, which upset her. That is what RD was implying. And it made him furious.

"So now you care?" he whispered in a dangerous tone. Rainbow Dash slowly backed up, hearing the underlining threat.

"W-what?"

"Now you care about her? Now that she isn't one of your "fans"?" Batman whispered in an enraged voice, advancing towards a retreating Rainbow Dash.

"What do you mean?"

"You really don't know? You didn't realize how much she cared about you, idolized you?" Batman looked into Rainbow's eyes with the bat glare. "All this time she just wanted you to acknowledge her."

"S-she did?"

"So is that all she is to you? A fan? Are you telling me that you only care about her when she's cheering you on?"

"What? No, I care about her more than that!" Batman narrowed his eyes.

"Prove it," he whispered.

"What do you mean prove it?"

"Did you go to her play when she asked you to?"

"W-well no, I had to go to Canter-"

"Did you ever take time out of your 'busy' schedule to do something with her?"

"N-no, but I have a ver-"

"Do you even know when her birthday is?"

"Um...it's in May, right?"

"It's tomorrow."

"Tomor- Wait, how do you know that?"

Batman scowled at her. "I know because she invited me to her party, which Pinkie Pie is throwing for her at the farmhouse. I am willing to brave one of Pinkie's parties just to make her happy."

Rainbow looked at him in confusion. "I thought you said you would never go to one of Pinkie's parties."

Batman gave her a hard glare. "I don't want to. But being a good friend means sometimes doing things you don't want to in order to make your friends happy. And," Batman muttered, looking back over at where Scootaloo was practicing, "I know how much it mean to her if I was there. It's what a good friend does."

"Hey, don't lecture me on being a good friend! I'm the Element of Loyalty!" Rainbow snarled back, but shrunk under the bat glare.

"Really? And what have you done for Scootaloo lately? Have you spent time with her? Talk to her? When I first met her, she felt as if she was alone in the world. She said I was one of the few people that actually took the time to have a heartfelt talk with her. And what about you? Did you even bother to say hello to her?"

"N-no, I suppose I haven't," Rainbow Dash whispered, now understanding what Batman was telling her. The crushing guilt was the next to follow. "I guess that's why she didn't want to hang with me. All this time I’ve taken advantage of her and my other fans." Rainbow lowered her head. "She must hate me."

"Probably."

"I doubt she'd even want to be my friend now."

"You're probably right," Batman answered. But then gave RD a different look. "But that doesn't mean you shouldn't try."

RD looked at him in disbelief. "But you just said-"

"I know what I said. But if you try hard enough, maybe Scootaloo will be willing to forgive you and possibly be your friend. Unless you're scared." Watching her reaction, Batman knew he had hit the right buttons.

"Ha, I'm not afraid of anything. I'll be Scootaloo's friend by the end of the day. HEY SCOOTS!" Rainbow yelled, flying over to the orange filly that was still practicing. Batman watched as somehow RD managed to convince Scootaloo to join her to do something. Scootaloo looked over at him for permission and gave a shout of delight when he nodded his head. Scootaloo jumped on RD's back and the two flew off. As Batman watched them go, he smiled slightly to himself. RD wasn't as stubborn as he thought.

Batman had been angry with RD and had meant every word that he said to her. But he also knew that he needed her to see that Scootaloo still looked up to her. Batman knew that his final hour was approaching, whether it was his return to Earth or his death at the hands of Morgaine. When that happened, he wanted some pony that Scootaloo trusted to be able to comfort her when he was gone. RD was one of the few ponies that Scoots actually admired, so Batman figured that she would trust Rainbow enough to one day confide her suffering in RD the way she had in Batman. Now that he thought about it, Batman wasn't sure that he wanted to leave. It had been nice, living in a world where there wasn't the reports of a shooting or some supervillian trying to destroy the world every other week. A world where he wasn't needed.

His thought was interrupted by the sounds of hooves running on the ground. Batman looked over a found Sweetie Belle running towards him.

"And what can I do for you?" Batman asked Sweetie Belle. She stopped and tried to regain her breath.

"Rarity asked me to tell you to come to her house. There’s some pony she wants you to meet." Sweetie informed him. He growled to himself, but since he had nothing better to do he might as well pay her a visit.

"Fine," he grumbled, standing up and following Sweetie Belle to Rarity's.

====---====

As Batman and Sweetie Belle entered the Carousel Boutique, he noticed that a few things were different from the last time he had seen it. The hole in the wall was repaired and it looked very clean. Rarity's mane had also grown back in well, although he was a little nervous bringing that topic up around her. Sweetie Belle said something to Rarity and ran back outside. What gained his full attention was that a stallion was standing in the center of the room, a stallion that bats had seen before. When he heard them come in, the stallion turned toward Batman and gave him a smile.

"I say, so you are the Batman figure that I have heard so much about. Pleasure to meet you, I'm-"

"Fancy Pants," Batman cut him off. Fancy looked surprised, but his smile returned to his face.

"I see you've heard of me. Well to finish introducing myself, yes I am Fancy Pants. I come from Canterlot and I came to visit a friend of mine who told me all about you." Batman gave Rarity a look.

"I must say that I find you quite fascinating. I mean, a pony, or person, that goes around battling crime dressed as a bat. Who does that?" Batman didn't hear a mocking tone, indicating that this pony was only curious as to Batman's reasons for his crusade.

"Apparently I do," bats responded in a dry manner. "And I don't need to explain why I do it."

"Batman, that was very rude of you," Rarity scorned. Batman opened his mouth to retort, but Fancy Pants spoke up first.

"Oh it's alright dear Rarity, if he doesn't want to talk about it, I see no need to push it any further," he said in good humor. Batman raised an eyebrow at the fancy pony. He seemed to be very laid back and didn't mind Batman's attitude.

"Is there a particular reason you chose to send your sister to bother me?" Batman asked Rarity.

"That's right; Batman, I want you to apologize to Fancy Pants for going through his luggage on the train." Batman raised his other eyebrow.

"And just how did you know about that?"

"Princess Celestia figured that you had to escape Manehatten somehow, so she figured that you'd use the train. A train for Ponyville did depart from Manehatten on the same day that you were spotted, so she figured that you were on that train. And since no pony would ever go through another one's luggage, she deduced that it was you." Batman hated to admit it, but Celestia was smarter than he gave her credit for. Not that he'd say that to her face.

"So how long ago did she figure this out?" he asked.

"After she met you for the first time. Now, you didn't hear it from me, but apparently she found you as highly intelligent," Rarity gossiped. Fancy Pants cleared his throat.

"Um, I'd hate to interrupt your most interesting conversation, but about that apology..."

Batman sighed. "Fine. I apologize if going through your things upset you, but I don't apologize for doing it."

"And why is that?"

"If you woke up in a new land with no idea where you were, wouldn't you try to figure out as much as you could?" Fancy Pants thought about what Batman had said.

"I suppose you are right," he said with a chuckle. "I would most certainly want to know as much as I could. Dear heavens, is that the time? I must thank you for inviting me over, but my train leaves in a few minutes." With that, Fancy Pants bowed and headed out the door, leaving Batman with Rarity.

"Was that the only reason you bothered me?" he asked after a minute.

"Actually, I wanted to ask if you wouldn't mind if I repaired your suit," Rarity said uncomfortably. Batman's eyebrows were getting a workout from the amount of times he raised them.

"And why would you do that for me?"

"You mean besides the fact that it looks like Opal mauled you?" she answered, looking at his somewhat shredded outfit. "Sweetie says that you've been helping them with their bullying problem as well as help her friend out. I figure that I should do something nice in return."

"As much as I appreciate the offer, I don't think that you have the proper material to fix this suit."

"Are you sure? I also went and made you this," Rarity smiled, pulling a long black cape from one of her many clothes bins. It was an amazing piece of work; Batman could see that even though he wasn't much for fashion. He held it in his hands while Rarity looked on with a barely surprised smile on her face. Batman looked it over, admiring the quality of the craftsmanship. However, it wasn't designed for combat. It would only be a liability.

"I made that for you after the...incident in the Temple of Fear," Rarity softly said. "I figured that you'd need a new cape to replace the old one. So here it is. Don't you just love it?" Batman looked at the cape one last time before handing it back to Rarity.

"Thank you for the gift, but I cannot accept it." Rarity's jaw fell to the floor.

"B-But why?" Batman tried to think of an ease way to let her down.

"The craftsmanship is evident, but I'll be taking my cape into battle. Do you really want something you spent so much time on destroyed in a fight?" Rarity nodded in agreement.

"Yes, you're most certainly right. But are you sure you don't want it?"

"Yes...but thanks for the offer." Batman opened the door and walked out of the building. Once again the ponies had surprised him. First was RD's willingness to be a better friend with hardly any convincing on his part. And Rarity of all ponies was trying to be nice? He shook his head as he arrived at the closed library. Twilight had once again completely ignored Spike and returned to Canterlot until the final battle.

Opening the door, he once again found Spike asleep at the table. Spike had gotten out a board game and had apparently had been waiting for Batman. With a sigh, Batman picked the dragon up and carried him to his bed. After Spike was back in his own bed, Batman headed for the basement. As he passed the table, he took notice of the board game. It was chess. Batman sighed inwardly and reminded himself to spend some time with Spike during these last few days. The poor guy looked like he needed it. Once the B-man was back in his spot in the basement, sleep came easy, as well as the nightmares that followed him.

Author's Note

Chapter written before Sleepless in Ponyville aired.

Honestly, I'd say I wouldn't laugh, but then I'd be a lyre.

Ponyville.

Batman was awoken to the sound of a repeated knocking on the library door. He heard Spike yell out that he'd get it, so Batman lowered his head and tried to go back to sleep. His sleep was interrupted by the sound of the door being slammed open and the sound of hooves running towards the basement. The basement door swung open to reveal a very determined Pinkie Pie. She ran down the stairs to where Batman should have been, but was no longer. She looked around confused, until a deep voice startled her.

"What do you want?"

Pinkie spun around to find Batman looking at her with his arms crossed.

"How did you manage to get around my Pinkie sense?" she asked in confusion.

"What do you want?" he asked again.

"Oh, right," Pinkie said in a serious tone. "I want you to come with me to Applejack's farm."

"This isn't another attempt to get me to go to a surprise party, is it?"

"I Pinkie promise that there will be no party waiting for you at the barn," Pinkie said, performing the promises motions. Batman figured that she was going to have him help set up Scootaloo's party, so with a heavy sigh he followed her up the stairs and out of the tree. The two walked down the street. Well, Batman walked and Pinkie hoped. As the two proceeded down the street, Batman was watching the other ponies that populated the town. Much to his amusement, he saw that most of the ponies no longer gave him strange looks. Some of them actually waved at him and smiled. Were they just finally used to him or did they think that he wasn't a threat. It didn't really matter to him, but he was a little curious. After a few minutes of silence, Batman and Pinkie had reached the outskirts of the Apple's orchard. Pinkie tried to start a conversation with the bat.

"So...how goes things?" she asked awkwardly.

"Fine."

"You know, you'd be a lot more fun if you let your emotions out more often," Pinkie said with a frown.

"I don't want to be "fun", I want to be intimidating," he replied dryly. Pinkie let out a frustrated sigh.

"You can't be all mopey-wopey all the time," she murmured.

"Watch me."

The two finally reached the Apple's barn. Batman activated detective vision to see the inside of the barn. Much to his surprise, Pinkie had been telling the truth and there were no ponies or party material in the barn. Pinkie opened the door and the two walked inside.

"So what was the point of brining me here?" Batman asked, looking around the empty barn. Pinkie closed the door and gave him a smile.

"Well, I just wanted to ask you a favor."

"A favor?" he asked suspiciously.

"Just a teeny-weenie favor," Pinkie begged, giving Batman puppy dog eyes.

"Fine, what is it?" he asked in an annoyed tone. Pinkie let out a little giggle.

"I want you to close your eyes and count to five," she asked. Batman blinked once at the request.

"Why?" he asked in disbelief.

"Oh come on, please?" Pinkie whimpered, making her eyes even bigger. Batman let out a frustrated growl.

"Fine," Batman muttered, closing his eyes." One. Two. Three. Four. Five."

Batman opened his eyes and his jaw dropped. The empty barn was now full of party supplies and ponies. There was cake, punch, a music player; not to mention nearly everypony in Ponyville was there. He recognized Scootaloo, Applejack and Rainbow Dash, as well as the blue pony that had been stalking him. He looked up and saw a happy birthday banner for Scootaloo. Batman’s eyes finally rested at the pink pony, who had a huge smile on her face. Somehow she had managed to set up a party in the span of five seconds.

"How did you...?"

Pinkie giggled. "I guess you underestimated me!" she said with another huge smile. "Come on, let me show you around." With another sigh, Batman followed the pink pony around as she showed off the party to him.

"Over there's the dance floor. Oh and that's the cake; it's super delicious and I made it," Pinkie bragged, her smile not wavering for a second. She was super happy that she had finally gotten Batman to come to one of her parties.

"And that," she said, pointing to the back of the barn. "Is where all the best games in all of Equestria will be played. Isn't that right, everypony?" she asked, turning to the crowd. All the ponies responded with a huge cheer. With a smile, she continued talking.

"So, Batman, what do you...?”

Pinkie's question died in her throat. When she turned back around to continue her talk with Batman, she found he was gone. Pinkie stood silent for a moment before she started looking around the entire room. He wasn't hiding in the hay. He wasn't in the rafters; he had simply vanished. The other ponies watched nervously as Pinkie's mane went flat. Her eyes began to twitch and her head slowly turned to the side. Batman had managed to get away from another party. And with that one thought, Pinkie snapped.

"WHEN I FIND HIM, I'M GOING TO DRAG HIS CAPED BODY BACK TO THIS PARTY! CONSCIOUS OR NOT!" she roared and burst out of the barn, heading straight for Ponyville. She took off so fast that it left scorch marks on the ground. Applejack whistled at Pinkie's rage.

"Ah sure hope that Batman can avoid that," she muttered to Scootaloo and RD.

"Avoid what now?"

The three ponies gasped and spun around. Standing behind them with a smile on his face was Batman, who had seemingly appeared out of nowhere.

"How did you...?" Applejack began. Batman let out a dry chuckle.

"I'm not called one of the ultimate escape artist for nothing." Scootaloo was beaming at Batman, having yet another reason to like him.

"Wow, you managed to get around Pinkie’s Pinkie sense. How'd you do that?" she asked in awe.

"Maybe one day I'll teach you," he said with a smile.

"So why'd you come back if went through all that trouble to escape?" AJ asked in confusion.

"Simple. I was originally going to go to Scootaloo's party anyway, but when Pinkie pulled that little stunt she turned it into a game of one-ups man ship. I got even with her on that with my vanishing act." AJ shook her head.

"She'll tear you apart when she finds you," she muttered. Batman shrugged his shoulders, not particularly worried. He looked around at the rest of the party guest. Despite the lack of Pinkie, the rest had started partying. The music alone was enough to make him leave, but he could take it. Batman found a spot for him and looked back at the three.

"I'm going to sit down. The three of you have fun," he said, walking over to a haystack in the back of the room. He sat down and started to observe the party. He started by scanning the punch. To his surprise it didn't contain alcohol.

'Well that makes sense,' he thought to himself, 'it is a party for a child.'

After a few minutes, Scootaloo's two friends from school showed up. Applebloom and Sweetie Belle, if he remembered correctly. The three friends greeted each other and instantly became an incomprehensible mess of words. Turning his attention away from them, he spotted the pony that had been stalking him for a while. She looked away and made no motion as to get closer, but Batman knew when someone had questions for him. When she looked at him again, he signaled for her to come over. With a smile that nearly matched Scootaloo's, the pony sprung up and bolted over to Batman. Batman watched her approach, as she went from speedy to timid in a matter of seconds.

"And you are?" he asked her when she sat down next to him. When she failed to answer, he asked another question.

"Why are you stalking me?" This time the timid pony answered.

"Why am I following you? Because you're Batman!" the cerulean pony exclaimed. Batman raised an eyebrow.

"And who are you again?"

"Oh right, sorry. I'm Lyra Heartstrings, the local expert on humans." Now that was something Batman took interest in. A pony that knew about humans? Now that he thought about it, her name was semi-familiar.

"Aren't you the one who wrote the book on heroes?" he asked. Her face lit up at the mention of her work.

"Yes I am! And I must say I am so grateful to you for showing up. It was getting really difficult to convince my friends that humans actually existed." Batman raised an eyebrow at that.

"Ponies don't normally believe in humans?"

"Nope, actually any pony who believes in humans is considered crazy. Like I was."

"But now everyone knows you're right and that you weren't crazy." Lyra let a huge smile cross her face.

"I guess you're right. I'm no longer the crazy one! If you excuse me, their's a certain mare I need to go brag to," Lyra smiled, taking off. Batman watched her go until AJ's voice was heard.

"Ah'll right then everypony, time fer cake and presents!" Applejack yelled out. All the parting ponies stopped the festivities and walked over to where AJ had set up the cake. It was a three stacked, frosting layered, super mega cake. A little Scootaloo figure on her scooter was on top of the cake. The party goers were salivating at the sight of it and even Batman had to admit that it looked good. The guest of honor, Scootaloo, was dropped jawed at the majesty of the cake.

"Well, go on sugar cube, you get the first piece." Applejack told Scoots, pointing towards the cake. Scootaloo walked up and cut the first piece. She looked at it hungrily and went to take a bite. But in mid-bite she stopped and turned to Batman, offering him the piece with a smile. All the ponies Awed as Batman crouched down and received the cake from her, with a smile on his face as well. The cake quickly vanished into the stomachs of everypony there as the ponies decimated it. Next were the presents. Sweetie Belle and Applebloom battled over who would give their present to their friend first. Eventually the two decided to give her their gifts at the same time. Applebloom had made Scootaloo a custom made apple helmet for her when she rode her scooter. Sweetie had made an impressive banner that had the image of Scoots riding her scooter across Ponyville. After opening her friend’s gifts, she opened the rest of the presents. The one from Rainbow Dash made her jaw drop. She had gotten the two of them tickets to see the Wonderbolts. A smile crossed RD's face after seeing Scootaloo's reaction.

"Heh, I figured that you'd like to see the Wonder bolts with me." Scootaloo squealed and jumped up and down in place, clutching the tickets to her chest. After that gift, the rest of the presents just weren't as exciting. Scoots still thanked all the other ponies for the gifts, but Batman noticed her face had started to fall throughout the party. After a while, she excused herself from her own party. AJ and RD watched her go.

"What do you think's eating her?" Rainbow Dash asked Batman. The Dark Knight switched on detective vision, watching the filly as she left the Apple estate. She was heading east with her head sunk. Batman zoomed on the location that she seemed to be heading to and his face fell as well. Scootaloo was heading to the Ponyville cemetery. He felt sorry for the little filly, until his detective vision indicated that a hostile was approaching. He looked around and saw a very angry pink pony heading for the barn.

"If you two will excuse me, there's somewhere I need to be," he muttered, tossing a smoke pellet at his feet. When the smoke cleared, he was gone.

"What do ya suppose made him take off like that?" Applejack asked. Her question was answered when the barn doors blew open, showing an enraged Pinkamina.

"WHERE IS HE?" she bellowed. AJ was glad that Batman was no longer there. By the look on Pinkie's face, she'd kill him if she found him.

======-----======

Ponyville Cemetery.

Scootaloo wandered through the field of tombstones, her heart aching with sorrow. Every birthday she was reminded of the fact that she had no parents, no family to love her. Her friends and towns folks helped ease the pain, but no pony would ever erase the pain. She moved through the endless monuments and remembrances, until she finally arrived at her parents "grave". All it was a rock with the words mom and dad carved into it. She sat down in front of the grave and wiped away her tears before she began to speak.

"Hi, mom. Hi, dad. I know it's been awhile since I last came to talk to you, but a lot has been going on." The stone remained silent as Scootaloo took a deep breath.

"I made a new friend about a month ago. He's a human if you can believe it and that means that Lyra was right all along. His names Batman, but I don't think that's his real name. I didn't know what to make of him at first, but over time he turned out to be a really nice guy." As she took another breath as the wind moaned throughout the graveyard. "He's a dark, menacing character, but I think that's because of what happened to him. He’s like me. He lost his parents when he was little, but instead of being down on himself like I did he chose to be a hero. One that fights crime and battles evil."

The lone pony looked up at the darkening sky, smiling at the moments in the past few months that had made her happy. "But he took the time to teach me how to handle the pain, how to be strong and carry on. The great and powerful Batman took the time to help me. Batman's also teaching me the martial arts, so I'll be able to defend myself once...once he's gone," she forced out at the end. Scootaloo still hadn't gotten over the fact that Batman would have to leave soon. But after a moment her determination returned.

"But I won't be upset! I will remain strong!"

"Now that's what I want to hear." Scootaloo turned with a smile and found Batman standing behind her. She waved him over and he sat down next to her.

"Talking to your parent’s grave?"

"No, I'm talking to a rock," she replied with a sarcastic smile. Batman chuckled.

"Well, I see you've adopted my sense of humor as well as my teachings." Scootaloo laughed and looked at her parent’s grave again. Batman gave her an empathetic look.

"I know how it feels. It's like there's a hole in your heart that will never be filled." Scootaloo nodded, but gave him a small smile.

"Maybe not completely filled, but friends help to fill the hole," she whispered. Batman nodded in agreement.

"Friends do help. I saw your friends at the party. Those were some nice gifts they got you. That reminds me," he muttered, reaching into his belt. "I have a gift for you." Scootaloo watched as Batman pulled out one of his batarangs. Unlike his regular ones, Scootaloo noticed that this one was made with a silver-whitish metal. Scootaloo stared at it in awe as Batman placed it in her hoof.

"W-what is it?" she asked in amazement. This batarang felt different from the other ones Batman had shown her. It felt...powerful.

"This is an antirang. It is made of a certain element that cancels out any form of magic," he explained as Scootaloo turned it over in her hooves. "It's one of my main weapons against Morgaine." Scootaloo's eyes grew huge when he said that.

"Then why would you give it to me? You need it to fight Morgaine!" Batman let out a small sigh and looked into her eyes.

"I'm giving this to you so I know you're safe. With your martial arts skills you should be able to defeat pegasi and earth ponies. But this way I know you'll be able to defeat any unicorn that tries to mess with you." Scootaloo lowered her head, deep in thought. When she looked back into Batman's eyes, determination was on her face.

"I'm coming with you."

"What?" Batman asked in confusion.

"I'm coming with you to Canterlot. I'm going to fight with you against Morgaine," she said.

"Oh no you're not. It is way too dangerous for you to be anywhere near Morgaine."

"I'll find a way to go, whether it's with you or if I have to hide on the train." she stubbornly said. Batman opened his mouth to argue, but closed it before he said anything. He looked over her should at the rock with her parents’ names carved into it, knowing the real reason why she wanted to go with them. The last time someone she cared about went somewhere, they had never returned. Scootaloo was afraid that the same thing would happen to Batman. And if that happened, it would probably break her.

"...Fine, you can come, but ONLY if you listen to what I tell you. You find a safe place to hide and you avoid fighting unless it's absolutely necessary. Understand?" he asked sternly. Scootaloo lit up with happiness.

"You mean it?!"

"Yes, I mean it. Show up at the train station tomorrow at seven in the morning. If you're late however, we will leave you behind." Scoots nodded vigorously.

"Don't worry, I won't be late." Batman stood up and looked at the now dark sky.

"Come on, let's get you home." As the two walked, Scootaloo talked while Batman thought about what tomorrow would bring. He would defiantly have to battle Morgaine, but would Equestria still be free at the end of the fight. His destiny is what worried him the most. If his destiny was real and he did fall to Morgaine, then this world, this paradise, would become enslaved by a tyrannical leader. Shaking himself free of his thoughts and listened to what Scootaloo was talking about.

"...and I'm now up to ninety wing-ups. And that's without breaking a sweat," she smiled at him. Batman returned the smile.

"So can you fly yet?" She lowered her head.

"I-I'm not sure. The doctors said that my wings should be strong enough to fly, but they say I lack the motivation. I don't know what they mean. I want nothing more than to fly," she sighed, "I guess I'll fly when the time's right."

"I suppose so," Batman responded. As the two reached the front doors of the orphanage, Scootaloo asked Batman a question.

"Are you really ready for the battle tomorrow?"

"How did you know that the battle was tomorrow?" he asked her with a questioning glance.

"Oh, Fluttershy told me!" Scootaloo answered with another bright smile. Batman made a mental note to tell Fluttershy not to tell Scootaloo everything they were doing.

"So, wanna come inside?" Scoots asked. Batman shook his head.

"Sorry, but there's somep-...someone I need to talk to," Batman said, catching himself. He waved goodbye to Scootaloo and headed back to the library. There was one more person he needed to talk to.

===---===

Batman was surprised to see that Spike was still up at this hour. Batman had returned to the library to find the baby dragon reading a comic book next to the fire place. Spike turned to look at Batman as he came in and ran over to the Dark Knight.

"Hey Batman! How was your day?" he enthusiastically asked.

"Not bad," he muttered sleepily. Spikes face fell when he heard the tired tone in Batman's voice.

"I guess you'll want to go to bed then," Spike mumbled. Batman gave the dragon a small smile.

"Actually, I was hoping to get a game of chess in before bed." As Batman predicted, the young dragons face lit up at the mention of the game.

"Sure, I'll get the chess board!" Spike joyfully said, racing upstairs. Batman smiled in spite of himself. A month ago he wouldn't have even thought of playing chess with the young dragon, now here he was. Maybe this place had gotten to him more than he had thought. Spike came back down the stairs and set up the board on the table. Batman sat down as Spike set up the pieces.

"Black or white?" Spike asked.

"What do you think?"

"Black it is," Spike smiled, giving Batman the black pieces. After the pieces were set up, Spike made his first move, followed by Batman's move. The two went on like this in silence until Spike asked a question.

"What's really going on tomorrow? No pony will tell me anything and Twilight won't answer my letters" he asked, taking Batman's pawn.

"War."

Spike gulped and moved another piece. "W-will ponies die?"

"Probably."

Spike looked very disturbed by that statement. He made a bad move and suffered for it when Batman took his queen. Spike retaliated by taking five of Batman's pieces, while Batman took none. Spike looked surprised that he was beating Batman in a battle of the minds, but stayed silent. After a minute, Batman spoke up.

"But you have my word that I will do whatever I can to keep as many of them as safe as I can." Spike gave him a small smile.

"How do you plan to do that?"

"Simply. War is like a chess game. You need to predict your opponent’s moves and counter them the best you can while trying to lose as few pieces as possible. And with the right strategy," Batman smiled, moving his piece, "you can dominate the battlefield with as few casualties as possible. Checkmate." Spikes eyes widened as he realized that Batman had put him into checkmate by only taking one piece. He looked up at the smiling bat.

"And this piece," Batman smiled, showing Spike the queen, "Is the only piece I need to take." Spike slowly began to grasp what Batman was saying, but when he got it a huge smile crossed his face.

"The only piece you need to take tomorrow is Morgaine. And then..."

"And then the rest of her army will crumble," Batman finished with a smile. Spike gave him a smile, which was followed by a yawn. Spike looked at the clock, which now read nine.

"Wow, it's getting late. We should probably get to bed."

"Sounds like a plan." Batman agreed, standing up and heading for the basement door.

"Thanks for spending some time with me, Batman. It gets lonely sometimes when I'm here by myself."

Batman gave Spike a small smile. "What...are friends for?" Leaving the jaw dropped dragon behind, Batman headed down the stairs and found the spot on the wall he had come to call home. He lay against the wall, thinking about the battle to come. He had a plan in mind for the majority of Morgaine's forces, but Trixie was a wild card. You never knew what someone driven by vengeance would do. Then there was Morgaine herself. Even though Batman had beaten her before, she was now in control of two of the most powerful artifacts known to this world. It would take all his cunning to defeat her this time. Then there was the whole destiny thing. Batman didn't even know where to begin with that. He reached into his belt and pulled out Scootaloo's diamond charm.

'Let's hope you really are a protective charm. Because I have a feeling I'm going to need you tomorrow.'

The Calm

Ponyville Station.

Scootaloo was late. Batman paced impatiently around the platform, mumbling under his breath. The train had almost arrived; the ponies and Batman could see it coming down the line towards the station. He had specifically told her he to be at the station by seven. She was late. The train put on its brakes and slowly came to a stop at the platform. Ponies began to disembark from the train as ponies on the platform boarded the train. After a few moments, it was only Batman and the other five on the platform.

"Are ya sure she's coming?" AJ asked. Batman snarled.

"If she's not here in the next ten seconds, I swear I'm going to..." What Batman was going to do will never be known, because at that moment an orange filly ran out onto the platform. She slid to a stop at Batman's feet and started to pant.

"Sorry...I'm...late," she gasped. "Forgot...to...set...alarm."

"You're lucky the others persuaded me to wait for you," Batman muttered. In his mind he had been hoping Scootaloo would miss the train so that she wouldn't go with them to Canterlot. As much as he liked the orange filly, a battlefield was no place for her. With their final member with them, the group boarded the train to Canterlot. Scootaloo was essentially bouncing up and down in her seat, having only been to Canterlot a few times. Batman, who was sitting next to her, was mentally preparing himself for the upcoming war, playing out multiple scenarios of how the battle might go in his head. The ponies were mingling with each other in different ways. AJ and RD were arm wrestling. Pinkie was trying to start a conversation with every other pony on the train, much to the passenger’s annoyance. Rarity and Fluttershy were both freaking out, but for different reasons. Rarity was worried about what the ponies of Canterlot would think of her new outfit, whereas Fluttershy was worried about all her animal friends back at the cottage. As the other ponies sat down beside the bat and Scootaloo, the train started to leave the station. After a few minutes of talking amongst themselves, the ponies started to silently watch Batman.

"What?" he eventually asked.

"Oh nothing, we were just wondering...You know, it doesn't matter," Rarity quickly said. Now Batman was concerned.

"Wondering what?" he slowly asked, looking all the ponies in the eyes. Rainbow cleared her throat.

"We were just wondering if you had a, you know, a plan?" So that's what they were worried about, going into battle with no idea of what to do.

"Why do you ask that?"

"Well, it's just that Twi was always the one that came up with the plans, but she's not here," AJ explained. The other ponies nodded in agreement. "We were wondering, since this is yer rodeo, that you had a plan."

"I do have a plan, but I rather save it for when everyone fighting was present," he told them, closing his eyes. The ponies were far from satisfied with the answer, but decided not to push it. Pinkie had another question, however.

"So what do you plan to do once the battles over?" she cheerfully asked. "Are you going to your home or are going to stay here?"

"Once the battle's over I plan to return to my own world," Batman answered, trying his best to ignore Scootaloo's eyes. Pinkie thought about his answer for a minute.

"Does that mean I have to give you a farewell party?" she asked with a smile.

"No, no parties," Batman tried to threaten, but Pinkie was on a roll.

"I never get to do sendoff parties. I'll invite everypony and we can all say goodbye to you together. Oh, I can invite the princesses as well. Those two do love a party." Batman simply sighed and tried to go back to thinking, but Pinkie put herself right in his face.

"Hey, I have a deal for you."

"And what would that be," he asked suspiciously. Pinkie let out a huge grin.

"When we survive the big fight, I want you to come to your sendoff party," Pinkie bargained. "And no tricks this time."

"And if we don't survive?" Batman asked in fake interest. Pinkie giggled.

"Well silly, if we don't survive I won't bother you anymore."

Batman chuckled. "You just gave me a very good reason to get myself killed during the fight," he teased. Pinkie was not amused.

"I will get you to come to one of my parties," she threatened.

"I did go to one, but you left early."

"That's not...I mean you didn't...ARGH! I'm going to go lay down," she groaned, walking over to the beds. The ponies laughed at seeing Pinkie flustered for the first time in ages, while Batman was content with smiling. Scootaloo looked out the window and saw the gates of Canterlot coming up to greet them.

"Look everypony, we're almost there!" All the ponies and Batman looked out the window as the train came to a stop. Waiting for them on the platform was none other than Princess Celestia and Twilight. Batman frowned as Celestia looked his way.

"Why do I have the feeling that she wants to talk to me?" he muttered.

====--====

Canterlot, Royal Halls.

Celestia and Twilight opened the doors to the grand hall, allowing Batman and the ponies to enter the room. On their way to the castle, Batman had seen that there was no po- no one in the city. That meant the princesses had taken his advice and evacuated the city. That would be one less thing to worry about during the battle. Celestia walked out onto the balcony of her palace and looked out at all of Equestria. Everything seemed to be in harmony.

"Thank you all for coming," Celestia said with a smile, turning to face her ponies and Batman. "You all know why I have summoned you here, but I must ask again. Are you sure you all want to do this?" Once they had all agreed, Celestia nodded towards the other end of the room. Everypony turned as two more ponies entered the room. One of them was a white pony with a bluish mane that seemed familiar. The other was a pink alicorn with an air of authority.

"Batman, may I introduce you to shining Armor and Princess Cadence."

"Hello, Batman," Shining Armor scowled, recognizing the man in the bat suit. Now Batman remembered where he had seen him before.

"Weren't you the guard that got his rear handed to him by Grundy?" Batman asked with a small smile. Shining Armor growled.

"That was a fluke. What are YOU doing here?" he snarled.

"Dear, who is this?" Cadence asked. Shining’s rage receded a bit.

"Oh, Cadence this is..."

"Batman," Celestia interrupted. "He will be in charge of our forces for the battle I told you about."

"WHAT!?" Shining Armor exclaimed in disbelief. Celestia silenced him with a look.

"Batman, you said you had a plan for the battle, mind telling us your idea?"

"These two are the ones who can create force-fields, correct?" he asked Celestia. Celestia nodded. Batman turned towards the two.

"Alright, here’s the plan..."

"Don't bother Batman, I know what you’re getting at," Cadence interrupted. "You want us to put up a force field around Canterlot so Morgaine cannot get in."

"You're half right," he muttered. "I want the two of you to put up a force-filed, but I want you to do it in Ponyville."

"WHAT!?" the two of them yelled. Even Celestia and the ponies looked at him confused.

"Morgaine will do whatever it takes to win, even taking hostages," he explained to them. "If we put a barrier over Canterlot, she'll go to Ponyville and probably use the citizens as bargaining chips. If we leave the front door open for her, however, she'll come straight to Canterlot. And that's where we'll be waiting. Sound like a plan?" The ponies all nodded in agreement.

"Shining Armor, Princess Cadence. The two of you must protect Ponyville," Celestia ordered.

"Yes, your highness," the both said before Celestia teleported the three of them to Ponyville. Once Celestia returned, Batman continued to talk.

"The next part of the plan is..."

"Actually Batman, can I ask you to come with me for a minute?" Celestia asked. Batman nodded and started to follow her, the other ponies following. Celestia turned towards them and gave an apologetic smile.

"I'm sorry my little ponies, but I wish to speak to Batman alone." The ponies gave each other worried glances, but bowed to the princess and backed off. Celestia and Batman walked through the palace, each deep in thought. Celestia finally broke the ice.

"Your destiny wasn't what you wanted it to be, was it?" she asked him. At this point Batman wasn't surprised by anything the ponies said or did, but he still raised an eyebrow at what she said.

"What makes you say that?"

"The Elements of Harmony have talked non-stop about their destinies, but you haven't said anything. I figured that it must be bad." She was defiantly smarter than Batman had given her credit for. "May I ask what it was?"

Batman took a deep breath. "My destiny was that I'd lose to Morgaine and she would enslave all of Equestria." Batman took a few more steps before he realized that Celestia had stopped walking. He turned back to face her and found that she had a look of terror on her face.

"Why did you not tell the others of this?" she whispered.

"Because destiny's overrated," he muttered. Celestia continued to stare at him.

"T-this changes everything," she whispered, white as a ghost. Batman turned to face her, his rage building.

"Look, just because a magic staff told me that I'm supposed to die doesn't mean I will. I promise you that we will win." Celestia still didn't look convinced. Batman sighed not believing what he was about to do.

"Cross my heart, hope to fly, stick a cupcake in my eye," he swore through clenched teeth. Celestia raised an eyebrow at him, but she finally looked satisfied and continued to walk with Batman. The two of them reached a door with weird gold lettering on it. When Celestia opened the door, he found steps leading straight down into the basement. The sound of a hammer striking metal could be heard coming up from the darkness.

'So, she's taking me to a forge then?' he thought to himself. The two descended into the darkness and eventually reached the forge. Batman looked around the forge, noting the blacksmith pony that had a scraggly beard and was built even big than Big Mac. He was hard at work forging what looked like guards armor, but stopped as the two entered.

"Hello Princess, hello Batman. What can I do fer ya?" he asked in an accent Batman couldn't place.

"We are here for my...special order," Celestia replied. The stallion nodded and walked over to what looked like a container in the back of the room. He pulled a golden key out from under his armor and inserted it into the lock. Both the princess and the blacksmith stepped back as the container swung open. Batman's eyes grew wide as his eyes rested on what was inside.

It was an armored Bat suit.

"We made this out of mythril, capable of absorbing the toughest magic blasts" Celestia said, smiling at the look on Batman's face. "Specially designed for you. It's strong, it's light, but most importantly; it’s terrifying." Celestia said with a wicked smile. Batman couldn't believe that the ponies had managed to construct something this glorious. The armor was a giant shell, designed to fit him perfectly. The entire suit was midnight black, with a red bat emblazoned in the center.

"Well, try it on," Celestia persisted. Batman took the helmet off the top of the armor and placed it over his cowl. The helmet fit perfectly and wasn't too heavy either. His visibility wasn't restricted, the helmet moved with his head. He had to admit, it was an impressive piece of forging. The chest piece was next. Just like the helmet, it fit perfectly into place. It also moved with his body, not cutting down on his mobility in the slightest. Next were the gauntlets and the greaves. Both fit perfectly and were weightless. Batman tried out a punch on the wall and was shocked when he punched a hole through it. After applying the shoulder guards and his reinforced utility belt, he looked at himself in a mirror. He looked like a dark, armored terror of the night.

"Will it suffice?" Celestia asked with a smile. Batman turned to face her with an evil smile.

"It will work perfectly."

=====-----======

The ponies nearly jumped out of their skins when they saw the armored Batman. He had been scary before, but now he looked down right...terrifying. Princess Celstia and the new armored bat joined the ponies on the balcony looking over Canterlot. The sun had just reached the zenith of its journey. High noon.

"Wow, you look incredible!" Scootaloo exclaimed, looking all over at Batman's armor.

"Where is Luna?" Batman asked. Celestia looked off into the horizon.

"She is supposed to inform me of Morgaine's arrival."

"Hey, Batman?" Twilight asked. "You never did finish telling us your plan." Everypony looked at him expectantly.

"Right, I want the six of you to get the Elements of Harmony and be prepared to use them."

"Why?" RD asked.

"If what you told me is true, the Elements can counter any evil magic casted on ponies. My guess is that it will also free those trapped under Morgaine's spell."

The ponies looked at each other in amazement. "You mean my subjects still might be able to be saved?" Celestia asked in joy.

"It's only a theory, but; yes, I believe so."

"This is wonderful! Girls, go and gather the-"

BBBBAAAAOOOONNNNNNN!

A horn sounded out from the castle gates. Everypony turned towards the sound and their jaws dropped in unison. Standing above the Canterlot square was Morgaine, with her massive army. Thousands of mind controlled ponies lined the courtyard, prepared to fight to the death for Morgaine. Batman and the others stared at her for a moment before Batman yelled out,

"Girls, get to the Elements. The princess and I will handle this!" Batman leaped onto Celestia's back as she ascended into the sky.

"Where is my sister? She was supposed to inform us of any upcoming attack," Celestia growled to herself. As the two reached the zentih of their ascension, Celestia called for her guards.

"Royal Guards, assemble!" Celestia cried out, diving down to the plaza. A multitude of Canterlot guards quickly ran, teleported or flew to the scene, stopping in front of Morgaine's army. Twilight looked at the others.

"Come on girls, let's get to the Hall of the Elements!" the others ponies cheered and took off. Twilight was stopped by an orange hoof.

"What about me?" Scootaloo asked.

"You stay here, you'll be safe," Twilight quickly said, before racing off after her friends. Scootaloo watched them run off, before turning back to watch the battle that was about to unfold in the square.

====---=====

"Morgaine," Batman growled. The sorceress simply smiled at Batman and the ponies behind him. She held the Sword of Destiny in her right hand and the Stone of Reality in the other.

"Well Batman, I must say I'm impressed with your armor," Morgaine muttered, looking up and down at Batman's suit.

"I'll only say this once Morgaine. Surrender," Batman snarled. Morgaine sheated her blade and brought her hand to her mouth to stifle a yawn.

"Oh Batman, always with the threats. We both know how this is going to end," she replied with a sly smile.

"If that's your answer then," Celestia snorted her horn crackling with power.

"It is," Morgaine replied, raising an arm over her head.

"Royal Canterlot Guards!" Celestia began.

"Minions!" Morgaine roared.

"ATTACK!"

And the two armies collided.

====----====

The sound of the battle reached the mane sixes ears moments before they reached the Hall of the Elements.

"The battles started," Twilight said grimly.

"Ah reckon we need to get those elements now," Applejack said. The ponies opened the mighty doors and raced inside. The Elements were placed at the end of the room, locked in a chest.

"Okay, girls let get the Elements and get back to the battle," Twilight instructed, approaching the Elements. That was until an azure blast tossed her away from the Elements. The others ran over to Twilight, who was struggling to get back to her hooves. As the smoke cleared, the six found that they were not alone in the room. Standing in front of the Elements was a former street performer turned evil.

"Trixie," Rainbow Dash spat. The new Trixie was different from the one they remebered. Instead of her hat and cape with stars on them, she now wore golden battle armor. Her mane was left free, allowing it to blow behind her. She now stood between the ponies and the Elements of Harmony.

"What are you doing here?" Rarity asked. Trixie smiled.

"Master Morgaine has given me the important task of keeping you foals from the Elements. I intend to do just that."

"What, no great and powerful Trixie routine?" RD smirked. Trixie responded with an azure blast that Rainbow barely got out of way of. Twilight put herself between her friends and Trixie.

"This is between you and me Trixie. Keep them out of it," Twilight quietly said, charging her magic. Trixie responded with another smile.

"Very well, Twilight. Let's go."

And the two began to circle each other, preparing for the battle.

The Storm part 1 On Angels Wings

Canterlot.

Batman brought an armored gauntlet into the sternum of one of the mind controlled ponies. It spat out blood before falling over unconcious. Batman barely had time to breath before a pony jumped on him from behind. The pony wrapped it's hooves around the armored throat of the bat, trying to choke him out. Batman reached back and grabbed the pony's head, tossing it forward onto the ground. With no other ponies trying to attack him at the moment, he chose to look around the battlefield for who else needed help.

Even with their training and armor giving them an edge over the mind controlled ponies, the guards were still horrible outnumbered. Celestia had informed Batman that since the incident with Grundy, there had been less ponies signing up for the guard. That lack of recruits was coming back to bite them now. The guards were forced to use lethal blows on the mind controlled ponies just so they could survive. Looking to his right, Batman saw a small earth pony guard was being triple teamed. Batman rushed over to her side and planted a boot into one of the attacker’s head, while colliding the other two attackers heads together. Now that she was safe, the small guard looked up at him gratefully.

"Thanks," she panted. Batman looked over at the rest of the opposing army.

"Don't thank me yet," he growled, rushing back into the fight. As he unleashed a beat down on another horse, he noticed Celestia flying towards Morgaine. Morgaine had seated herself above the battlefield, seated on a cloud.

"Morgaine! You will fall!" Celestia shouted, power crackling through her horn.

"As amusing as it would be to crush you myself, I believe that I have someone...no, some PONY who would be a much better opponent." As she said this, a blast of magic as black as the night flashed by Celestia. Celestia turned to face her attacker and her heart sunk when she saw who it was.

"Luna?" Celestia whispered, before another blast of magic connected with Celestia's chest. The impact knocked her into a cluster of ponies and she struggled to get back to her hooves as Luna descended in front of her.

"Luna, why are you doing this?" Celestia asked in despair as her little sister pointed her horn at Celestia's head. Before she could fire, a batarang smacked her in the face, causing the princess of the night to stagger. Batman followed up with a dropkick to the chest, sending Luna sprawling.

"Your sister has been placed under Morgaine's control," Batman informed Celestia as the sun princess got back to her hooves. He pointed to her glowing green eyes. "She's an enemy now." Celestia couldn't believe it. she was forced to fight her sister again? The last time they had battled, Luna had been lost to her for a thousand years. Celestia couldn't fight her, she loved her sister too much. But her commitment to her ponies won out in the end.

"Then I will face her," Celestia said with determination, spreading her wings. Luna, who had recovered from Batman's assault, stood up and mirrored her sister stance. The two then ascended into the sky and night and day began to clash. Batman watched them go at it for a minute until he was satisfied that Celestia could handle herself, so he returned his focus to the battle on the ground. The situation was desperate. The remaining guards were being pushed back and Morgaine's forces were closing in. The brave guards that were still standing formed a circle around their wounded comrades in one last attempt to protect the fallen. Before the armies could collide again, multiple smoke pellets engulfed the attackers, temporarily blinding them. While they were in the smoke, the Dark Knight began to pick them of one by one. Mares and stallions all fell to Batman.

However, Morgaine's forces were not stupid. The remaining ponies backed out of the smoke while the pegasi used their wings to blow it away. Once it was gone and Batman was revealed, the unicorns began firing bolts of magic at him. The magical attacks were deflected by the armor that Batman wore, but the impact still rattled him. He spun his cape around himself and crouched down, deflecting as much of the magic as he could. He was planning his next move when a sound reached his ears that he had not been expecting.

He heard howling.

Suddenly, the sound of hundreds of snarling dogs joined in the sounds of battle. Batman lowered his cape to see Diamond Dogs now battling together with the guards against Morgaine's forces. Before he could react, a massive stallion tried to bring its fore hooves down on Batman's head. But before it could, a very familiar Diamond Dog tackled the stallion and slashed it in the side. The pony took off as the dog turned around and offered Batman a paw.

"Needs some helps?" he asked with a smile.

"Fang. What are you doing here?" Batman asked, ignoring the dog’s gesture and standing up on his own. The Diamond Dogs smile grew wider.

"Me new leader of packs, now that we's got rids of Claws," Fang said with an evil smile. "And you saves Fangs life, so Fang's returning the favor." Batman almost smiled at that.

"Then I hope you and your pack are ready for a fight, because this may be one that you won't get out of alive," Batman told Fang, both of them turning to face the advancing ponies.

"Fang survived battles with Dark One's," Fang replied, pointing at Batman, "If Fang's could do's that, then Fang's can survives anything." He smiled as the ponies charged at the two.

"Then fight!" Batman yelled as he delivered a running kick to one of the ponies. Fang let out a howl and began to slash any pony that got in his way. Fang tackled a massive stallion and the two rolled off into the confusions of the battle. Batman tossed an ice grenade at one of the enemies and scanned the battlefield, re-analyzing the situation. The arrival of the Diamond Dogs had turned the tide in the guards favor. The guards were still outnumbered, but the ferocity of the dogs balanced out the number disadvantage. Slowly, Batman and the guards began to push back Morgaine's army. Until Morgaine played her next card.

"Oh dear, it seems my ponies are losing. Whatever shall I do?" she said in a bored voice. "Oh I know, how about...this?" She snapped her fingers and a flash of light filled the square, blinding all the fighters. When the light died down, Batman cursed his luck at the sight that greeted his eyes. A massive yellow monster with four heads was standing in the courtyard, all eight of its eyes glowing green.

"Attack," Morgaine said with a smile. The hydra roared and brought its foot down on a group of both Celestia's guards and Morgaine's forces. It the swung its head into the side of a building, raining rubble down on both forces. Batman felt his rage boil. The hydra was destroying her forces as well as Celestia's and Morgaine didn't care in the least. Batman raced towards the rampaging hydra, deploying REC shots and batarangs towers the creature’s eyes and face. The gadgets only annoyed the creature, which now turned its attention to the Batman. It swung one of its heads at Batman, who grappled onto a building and pulled himself over the sweep attack. A second head swung over and grabbed the bat midair in its mouth. Batman planted both feet on the lower jaw and both hands on the top of the hydras mouth as the creature began to bite down. He slowly felt himself begin to give, as more and more pressure was applied onto his body. Then, for the third time that day, something else surprised him. A massive roar filled the battlefield, causing all to stop fighting. Batman and the hydra both turned to the sound of the noise and both watched as a massive blue paw grasped onto the edge of Canterlot. The beast then proceed to pull itself up into the city, revealing another surprise for Morgaine.

An Ursa Minor had come to fight. Taking a look at the beast hind leg, Batman recognized it as the bear that he and Fluttershy had saved from a landslide. He watched as the Ursa looked around, before its eyes rested on the hydra with Batman in its mouth. Its eyes narrowed just as Batman's widened at what he saw on the very top of the Ursa's head. What he saw was a small white rabbit. Angel. The bunny pointed at the hydra and the Ursa let out a mighty roar, before charging straight at it's foe. As the two colossi collided, the force of the impact knocked Batman out of the hydras mouth. He engaged his cape glide and descend back onto the street. The two titans rolled around, each other biting and clawing the other. The destruction the two caused was incredible, but at least the odds had been evened again.

Batman took a moment to recover as the small white rabbit ran over to him. He let out a small smile as the rabbit sat in front of him, waiting for orders.

"Alright, I want you to keep the Ursa focused on the hydra. Don't let it attack any of the ponies. Also, try to keep it away from buildings the best you can. Got it?" Angel answered with a salute and took off to where the behemoths were brawling. Batman stood up and winced as pain rushed through his body, which was already aching from the battle that had consumed Canterlot. Before he could decide what to do next, Celestia crashed into the ground a few feet away. Batman bolted over to her as she tried to stand up. She was weak and covered in blood, most presumably her own. Batman helped her stand as Luna descend in front of the both of them. The princess of the night barely had a scratch on her and advanced slowly towards the two.

"Let me go Batman. I will defeat her," Celestia panted, trying to stagger forward. Batman did as she asked and she collapsed to the ground.

"You're in no shape to fight any more, princess. It's obvious that you've been going easy on her. I'll take it from here," Batman stated, before turning to face Luna. "Besides, I owe her for what happened in Ponyville," he smiled, cracking his knuckles. Luna and Batman began to circle each other, waiting for the other to make the first move.

Luna let out a scream and rapid fired magical blast at the bat. Using his armored gauntlets, Batman punched each of the bolts out of the air, knocking them to the side. Luna snarled at her failed attempt and concentrated her magic into her horn. A black blade enveloped her horn, which she then used to try and gore the bat. While Luna swung wildly, Batman dodged with ease, waiting for his chance to counter attack. Luna made another wild swing, but this time her blade embedded itself into the side of a building. Batman used this chance to begin his attacks. He tossed a smoke pellet in Luna's face, temporarily blinding her. Before she could recover, he pulled out the REC and fired it onto his gauntlets. Electricity started to travel through the mythril, resulting in the gauntlets crackling with electricity.

Just as Luna could finally see again a massive right hand connected with her face. The electric current running through the gauntlets discharged into the princess of the night, causing her body to begin to spasm. Batman followed up with an uppercut to her jaw, snapping her head back. She staggered and tried to keep herself standing, but Batman was far from finished. Pulling out his only antirang, he gripped it like a blade and slowly advanced towards Luna. In desperation she fired bolt after bolt of magic at the bat, only to watch as he sliced through them all.

In one last attempt to beat him, she summoned the spell she had used to defeat him before and fired it at Batman. Batman smirked as the spell got closer and closer, before he caught it with his left hand. He could feel the magical power flood through the gauntlet, but the mythril held. With a roar of his own, Batman launched the spell right back into Luna's chest. The force of her most powerful attack blasted Luna backwards into one of the castle towers. She then slumped to the ground, defeated. Batman, who was now breathing heavily, took a moment to enjoy his victory over her. Unfortunately, the moment didn't last.

"GAH!" Batman cried as a power pulse of magic smashed into him. The impact was strong enough to crack the armor he was wearing. Growling, Batman turned to face his attacker.

"I must admit Batman, even I did not expect you to defeat Luna so easily," Morgaine said in a carefree voice. She raised her hands into the air and muttered an unheard spell. Clouds began to form over Canterlot, bringing with them destruction. The fighting momentarily stopped as the heavens let loose its wrath. Fire began to rain from the sky, destroying everything the blaze engulfed. Ponies, dogs and the city of Canterlot were all soon burning in a torrent of fire. Batman watched the destruction unfold, before turning back to Morgaine with a look of hatred in his eyes.

"Surprised?" the sorceress asked. "The Stone of Reality had increased my already incredible powers. Care for a demonstration?" She clasped her hands together and slowly drew them apart, creating a sphere of lightning between them. She then let loose her torrent of lightning down upon Batman. He reeled as the bolts of sheer destruction collided with his armor, shattering his shoulder guards and one of his greaves. Morgaine then fired a blast of the coldest ice straight into the Batman's chest, freezing his armor solid. Another blast of lightning tossed him like a rag doll and shattered his chest piece. As Batman struggled back to his feet, Morgaine then launched a cone of white hot fire at the bat's head. He barely moved his head out of the way as the flames lanced by. The heat was so intense that even though he dodged the flames, they still burned off half his helmet. Tearing the burning metal off his face, Batman let a batarang fly from under his cape. Morgaine simply swatted the projectile away before blasting Batman with a jolt of thunder. Batman was launched onto his breath with the wind knocked out of him. As he struggled to rise, he felt Morgaine's foot place itself on his chest.

"And now you're destiny is reality," Morgaine said with a sick smile, raising her hands over her head.

"NO!" Celestia yelled, trying to race to Batman's side. Morgaine rolled her eyes and blasted the princess with an bolt of magic, knocking her to the ground. Morgaine smiled again as Celestia tried to stand up.

"I cannot kill you yet, your highness. After all, I need you to cement my position as ruler of Equestria," Morgaine told Celestia, relishing in her victory. Turning back to Batman, she once again raised her hands over her head.

"You, however, I do not need alive. Goodbye." Batman, try as he might, could only watch as Morgaine brought both hands down, her magical power crackling. But right before her spell fired, a missile shot into Morgaine's side, knocking her off balance. Her spell misfired and flew off into the side of a guard tower, completely vaporizing it. She snarled and looked around only to have the missile strike her in face. As she screamed and staggered back, the projectile flew past and landed in front of Batman. Batman finally got a good look at the missile that was causing Morgaine such grief.

The missile's name was Scootaloo.

The Storm part 2 Trixie's Agony

Hall of the Elements.

Trixie and Twilight slowly circled each other, both getting a sense for each other’s power. Twilight was slightly worried about the massive increase in Trixie's magical power. Her strength had risen to levels that almost matched Twilight's own. She realized it would take much more than magical might to win this fight. She narrowed her eyes and braced herself for the clash.

Trixie was making the same preparations. As she had anticipated, Twilight's magical might surpassed her own and she knew that Twilight was a much more cunning than Trixie could be. But now was her time of triumph and her chance to prove to her master that she was more than a one-trick pony. Exhaling, Trixie calmed herself before she narrowed her eyes.

Then the two collided.

Twilight raised her horn to the sky and a crystal fissure erupted from the ground, barreling towards the azure unicorn. Trixie let out a small breath before she countered with stone spikes that intercepted Twilights crystals. The two attacks exploded in a shower of rock and crystal shards. The other ponies watched in awe, except Rarity, who was too busy marveling at the crystal rain to notice the battle. Twilight's horn glowed again and used her magic to create a violet phoenix, which proceeded to dive down at Trixie. A harsh purple light surrounded Trixie as her horn crackled with power, placing a barrier around her. When the phoenix hit, it disintegrated to ash against the barrier. Trixie let out a laugh.

"It seems that you are off your game, Sparkle," she taunted "Your phantom phoenix spell is laughable at best." Twilight gave Trixie a smile in return.

"And you know what they say about phoenixes, Trixie. They rise from their ashes." As she said this, her previously destroyed phoenix burst from its ashes and once again flew towards Trixie. The unicorn teleported herself out of the phoenix’s path and the burning bird barreled into Twilight. Trixie let out a victory laugh as Twilight went up in flames, a laugh which died in her throat as the flames began to circle Twilight. With closed eyes she rose into the air as the phoenix flames began to form a bird shaped fire around her body. When she opened her eyes to look at her opponent, Trixie saw that they were bright red and brimming with power. Twilight gave her a small smile, before launching blast of fire down towards Trixie. The sorceresses apprentice barely managed to dodge or deflect each attack before it engulfed her. After the barrage of fire ceased, a now normal Twilight slowly descended to the ground, smiling at the panting Trixie.

"Care to give up Trixie? You look a little tired?" Twilight taunted. Trixie let out a small laugh.

"Foolish Sparkle, I have not yet begun to fight!" she yelled, sending a bolt of dark lightning into the roof. As Twilight watched in horror, thunderclouds formed above the two, crackling with power. Trixie smiled and stomped a hoof on the floor, resulting in a storm of thunder barraging the purple unicorn. Twilight swiftly dodged out of the way of most of the lightning bolts, but one hit very close to her and the shockwave tossed her into the side of the room. Here friends let out a collective gasp and tried to run to her side, only to stop when Twilight held up a hoof. She fired a purple bolt into the clouds, blasting them into oblivion. Turning back towards her advisory, she let out a smile laugh.

"I have to admit, I'm impressed. I never knew that you had so much potential," she said in a slightly surprised tone. Trixie just narrowed her eyes in response.

"There's a lot you don't know about me, Sparkle," Trixie said in a small voice. Twilight raised an eyebrow.

"Care to tell me?"

"No."

"Alright then," Twilight smiled, charging her magic for her next attack. Trixie roared and did the same, filling her horn with magic. Both let loose their respective attacks at the same time. Twilight fired a blast of pure magic at Trixie, while Trixie retaliated with a shadowy arm erupting from her horn. The arm swatted Twilight's sphere away and grabbed the purple unicorn. As the arm began to crush her, a look of doubt flashed across Trixie's face. Was she really doing what was best, overthrowing Celestia and enslaving the ponies? She quickly shook her head, banishing such thoughts from her mind. No, after what Twilight did to her all those years ago, she must pay. They all must pay. Trixie watched as the dark hand squeezed even harder, causing Twilight to gasp in pain. That was until "Twilight" burst into a flock of birds, leaving the hand grasping only bird feathers. Trixie stopped her spell and began to look wildly around the room, desperate to find her opponent.

"What is it with you and birds, Sparkle? Is it to show me that you are really a chicken?" Trixie yelled out, still looking for Twilight.

"Nope, they just give me a bird’s eye view!" Twilight's voice called out from above. Trixie gasped and looked up in time to see a flock of ravens descend upon her in a swarm. The ravens clawed and pecked at her, drawing blood. With a roar, Trixie let lightning flash from her horn, blasting the birds into dust. Fluttershy gasped when she saw this and proceeded to pass out. Twilight appeared in a flash of light on the other side of the room, smiling smugly at the wounded Trixie.

"Come on Trixie, this is pointless. Just give us the Elements of Harmony and I promise that we will get you a fair trial," Twilight offered. Trixie spat out a bit of blood onto the ground.

"Fair? Since when do you care about fair, Sparkle?" she snarled in reply. Twilight gave her a confused look.

"Um, since always?"

"Heh, I suppose then that your "fairness" never extended to me then?"

Twilight gave her another confused look. "Are you still mad about the time I embarrassed you in Ponyville? Because if that is what this is about, then I'm sorry." Trixie spat on the ground again.

"As if you could ever understand," she replied in a soft voice. Twilight gave her a concerned look.

"Will you let me try to understand?" she asked compassionately.

"No." Trixie slammed her horn into the ground, lifting a massive boulder over her head. She screamed and tossed the rock at Twilight. Twilight sighed and sent a piercing beam straight through the rock. The result was the rock blasting apart into a thousand pieces.

"TOM NO!" Pinkie cried out. Everypony in the room, even Trixie and Twilight, stopped to stare at her.

"What, I liked that guy," Pinkie said with a smile. "Don't mind me, continue your battle."

Twilight turned back to Trixie and got a mouthful of snow to the face. Trixie was trying to bury Twilight under an avalanche of snow and ice. Twilight channeled power into her horn and let loose a storm of fire, melting Trixie's ice and nearly burning her mane. Twilight began to laugh as Trixie ran around the room with her mane on fire, desperately trying to put it out. She snarled when she realized that Twilight and the others were laughing at her again.

"That is the last time you will ever laugh at me," she said in a serious tone. Twilight stopped laughing and stared at Trixie in confusion. She had just felt something in the air change and it didn't feel good.

'Could it be that Trixie was holding back?' Twilight thought to herself. Trixie opened her eyes and to the ponies horror found that they were glowing black. Power began to radiate off of her body.

"Now Twilight, you fall," Trixie said in a serious voice.

"Round two, Ready? FIGHT!" Pinkie yelled out. Once again, everypony looked at her in confusion.

"Fine, fine. I’ll just zip it," Pinkie mumbled, pulling a zipper over her mouth. Twilight turned back to Trixie only to watch as the azure mare floated into the air, ripping more chunks of the floor out of the ground. The stones began to circle her as she lit them ablaze, before sending them hurtling towards Twilight. Celestia's student poured her magic into the ground and fired off more gems to intercept the meteors. As the gems collided with the flaming rocks, a bunch of mini explosions erupted around the room. Once the explosions stopped, the two foes took a moment to collect themselves. Trixie started up another spell as Twilight began to encase herself in fire. Before either could attack, a massive explosion startled all ponies there.

CCCCRRRAAAACCCCCOOOOOOOOMMMMM!!!

The ponies all looked out the broken stained glass window to watch in horror as balls of fire descended down upon Canterlot. In the courtyard they saw what looked to be Diamond Dogs fighting alongside the guards against Morgaine's forces. In the distance what looked to be an Ursa Minor and a hydra were battling it out. And in the center of the courtyard they watched as a figure in black fought against the princess of the night. As they watched on in awe, Trixie chuckled.

"It seems my master managed to enslave Luna. Oh how the mighty have fallen," she mocked. Twilight turned to look at her in confusion and concern.

"Why are you doing this, Trixie? What could I have done to you that was so terrible that you have to destroy Equestria in order to be satisfied?" Twilight asked in desperation. Hearing the tone in her voice, Trixie stopped her next attack and gave her a quizzical look.

"You really don't know," she whispered in a cold rage. Twilight shook her head. After a moment of internal debate, Trixie finally gave in.

"You want to know why I hate your guts?!" she half screamed at Twilight, "Because you took away what was rightfully mine!" Twilight gave Trixie another confused look and Trixie snarled in rage.

"Need to hear the whole story than? FINE! Let's go back nearly a decade ago, back to a time when we were all fillies. I was the happy daughter of two of the greatest unicorns in Canterlot. My parents trained me in the art of magic and by the time I could talk I already had a better grasp of magic than most unicorns in the academy!" she shouted, becoming lost in her memories. "My life was nearly perfect and one day we get a letter. And what do you know; it was an invite for me to try out to become the apprentice of one very powerful alicorn. Can you guess what event that was?"

"Celesta's search for a student," Twilight said in a whisper. Trixie nodded.

"That's right. After reading the letter, my parents began to immediately train me so I would be the one chosen to be placed under Celestia's wing. Transformation spells, odd magic’s, supreme sorcery; I was taught everything. After about a month of training, I went off to try out. After watching the other ponies ahead of me and realizing that it was only me and one other pony left, I knew that I would make it. When it came time for my test of hatching the dragon’s egg, I did it in a record ten seconds. You hear that, Sparkle? TEN SECONDS!" Trixie screamed. Breathing heavily, she continued her story.

"I watched with pride as the judges and Celestia applauded my efforts and my skill. As I walked into the back, I knew that I would make my family proud of me. While I was waiting for the results, I decided to take a look outside. While I was out there dreaming of my future, I saw the most beautiful thing in my life. A sonic rainboom. I thought that it was a sign showing me of my bright and glorious future. But when I came back to the judges, I found out the truth. I was told that the student after me displayed magic that had surpassed even mine and had been chosen to be Celestia's apprentice. From what I was told, they only displayed their true power after being startled by the rain boom." Trixie felt tears welling in her eyes, but after swallowing hard, she managed to keep her story going.

"I was heartbroken, so I returned home to where my parents were waiting expectantly of my triumph. You should have seen their faces when I returned home. They were full of joy and pride, both knowing in their mind that I had passed," she let out a disgusted chuckle at the word passed. "Oh how their faces fell as I told them of what happened. That I had failed. And do you know what happened next, Sparkle? My parents kicked me out of my home! They told me that they had no use for a failure and cast me out into the night!" Trixie was crying now, hot tears rushing down her face. But her expression of rage never faltered. Twilight and the others looked horrified at what Trixie was telling them, unable to believe it. When Trixie had managed to get a hold off herself, she finished.

"I was forced to use my great magic to do cheap performances to stay alive. I traveled from town to town doing performances to keep myself alive. Then I came to Ponyville, only to be run out and embarrassed by a mare more powerful than me. Imaging my rage when I found out that it was the same mare that stole my chance away from me," she whispered in a deadly voice. She slowly raised her head to the sky, tears running down her face. Twilight was dumbstruck, unable to reply in any way. Trixie turned her eyes back to her opponent.

"Do you hear what I'm telling you? I lost my future, my family and my life to an ACCIDENT!" she screamed with tears failing from her rage filled eyes, her horn discharging blast of magic everywhere. Twilight didn't even register the danger.

"Trixie I'm...I'm sorry," Twilight whispered. Trixie slowly shook her head.

"No, but you will be." Raising her horn into the air, she fired a beam of pure magic at Twilight. Twilight channeled her own magic and fire a purple beam to intercept Trixie's. A loud BLAM resounded throughout the air, shattering the windows. The two master magicians’ used all their might to push against the others spell, seemingly deadlocked. Until slowly but surely, Twilight began to push back Trixie's spell. Over the sound of the two spells power, Twilight yelled out to Trixie,

"Trixie, I am sorry about what happened. If I had known I would've done something to help," Twilight called to her advisory.

"I WILL BEAT YOU!" Trixie cried in reply.

"No, Trixie. As sorry I am about what happened to you, this fight is mine," Twilight called out, still pushing Trixie's beam back. "As powerful as you are, I am the Element of Magic!" As she yelled this, the tiara from the Elements of Harmony flew out of its box and rested upon her head. Her magic now supercharged, Twilight nearly forced Trixie's spell back to her horn. As Trixie struggled in vain to push back, Twilight continued speaking.

"My special talent is magic. I was trained by Princess Celestia. And I have the Element of Magic on my side. You cannot defeat me," she said in a serious voice. The rest of the mane six were cheering their friend on, watching as Trixie nearly collapsed under the power. But much to everypony surprise, Trixie began to laugh.

Y-You think I didn't already know that, Sparkle?" Trixie shakily said. "I knew about that you were stronger than me from the beginning. But that's why I-"

"-had one last trick up my sleeve," came a voice from behind Twilight. Twilight screamed as she felt volts of dark electricity pulse through her body, cancelling out her spell. The other ponies gasped as a second Trixie emerged from the shadows and electrocuted the Element of Magic. The Trixie at the other end of the room teleported to her second's side and the two multiple their magical power. Twilight screamed in pain as the combined force of the two Trixie's launched her across the room and straight into through into a glass window. The window cracked under the pressure but held, leaving Twilight to slide down to the floor. The others could only watch as the two Trixie's fused into one and walked over to Twilight. As the beaten unicorn raised her head, she found Trixie standing over her. In one last attempt to fight back, Twilight tried to use the Elements power to launch an attack. Trixie, however, quickly slapped the tiara off of Twilight, sending it sliding across the floor. Trixie lowered her head until she was looking straight into Twilight's eyes.

"I win," she whispered, before using her magic to toss Twilight into the other ponies. Rainbow Dash caught the falling unicorn and gently put her on the ground. With a look of sheer rage, she turned to face Trixie.

"I will defeat you," she snarled in a rage. Trixie watched as the other four ran to RD's side, each preparing to attack Trixie. Trixie gave RD a slight smile.

"No, you'll try," she whispered. Then she attacked.

The Storm part 3 Two of a Kind

Canterlot, courtyard.

Morgaine yelled in rage as she fired bolt after bolt of her magical energies at the orange filly that had attacked her. But her efforts were in vain as Scootaloo managed to weave in and out between the shots, flying so fast that Morgaine could barely see her. Scootaloo spun high in the air before descending back down upon Morgaine. The antirang flashed in her teeth and as she whizzed by the sorceress, she brought the blade against her side. Morgaine shrieked in pain as the rang cut into her and temporarily nullified her magical properties. Scootaloo then flew over to the tired Batman, who was still trying to get back to his feet.

"Are you alright?" she asked in concern, trying to help Batman back to his feet. After seeing what she just did, Batman was better than okay.

"So, you finally found what motivates you to fly," he weakly said, giving her a smile.

"Yeah, saving your flank," she retorted, returning the smile. The moment was ruined when Morgaine stood back up, dark magic pulsating between her golden gauntlets. Batman snarled and turned to face his adversary. Scootaloo gave an equally impressive snarl and assumed her fighting pose.

"I have had enough of your interference, Batman!" Morgaine roared in rage, firing bolts of darkness at the pair. "You and your little robin will both die!"

"Hey. I'm not a bird," Scootaloo protested before being dragged out of the incoming attacks path by Batman. He placed her under his arm and bolted behind a section of wall that had fallen into the street. As Morgaine proceeded to bombard the chunk of rubble, Batman went over his plan with Scootaloo.

"How fast can you fly?" he asked her, ducking down when a blast got dangerously close.

"Faster than you can react," she replied with a smile. Batman looked around the debris to analyze the situation, before quickly pulling his head back in. Looking back to the eager young filly, an idea formed in his head.

"I need you to fly high and keep Morgaine distracted. Think you can handle it?" She gave him a large grin and a salute before she rocketed herself into the skies. Morgaine watched the purple and orange blur carefully, trying to figure out where she would attack next. While she was preoccupied with Scootaloo, Batman put his plan into action. Quickly running out from behind cover, he located the three chunks of debris that Morgaine would be most likely to toss at him if she resorted to that trick. After applying three separate charges of explosive gel to the debris, he calibrated the sonic batarang to cause an intense high pitched noise that only he and Morgaine would hear. He hoped that his cowl would protect him from the brunt of it.

"Come on Mor-lame, is that the best you can do?" Scootaloo laughed, still dodging all of Morgaine's attempts to hit her. She was preparing another assault when a regular batarang smacked her in the head. With a growl, she turned towards the Batman.

"Scootaloo, stand down. I'll take it from here," he ordered. Scootaloo nodded and flew over to where Celestia was resting and started to help the princess anyway she could. Batman and Morgaine stood in the center of the courtyard, each preparing their own individual assault.

"I am not one to make deals with my opponents, Batman. But I thought that I'd ask you anyway. How about we cease this battle and I will help you get back to Earth. Give me ruler ship over the ponies and you will be home before nightfall," Morgaine tempted. Batman replied by spitting into the ground.

"You can have this and any other world over my dead body," he replied, clenching his fists. Morgaine let out a small sigh.

"If that is what it will take." She raised both hand over her head, summoning a massive blizzard. The blizzard descended upon Batman, who wrapped his torn cape over his face in order to retain some visibility. While he was in the snow storm, Morgaine began to fire destruction spells wildly into the storm, hoping to get Batman with a lucky shot. She fired blast after blast until she concluded that even Batman couldn't have survived the onslaught. She tossed her hand to the side, commanding the snow storm to part. When it did, Morgaine was stunned to find that Batman was no longer in the cloud. She looked around wildly, trying to find the bat.

"Looking for me?" Morgaine spun around into a vicious right hand that nearly knocked her mask off. Staggering back from the blow, she teleported her twenty feet away from the Dark Knight and glared at him in a fury. Before she could move, the orange streak returned and kicked her in the head. Roaring in pain, Morgaine held her face and fell back, sending some of her minions to distract the bat. Scootaloo flew into one of the bigger stallions, kicking him square in the jaw. The force of her kick plus the speed she was flying at resulted in teeth flying everywhere and the stallion collapsing in a heap. She glanced over at Batman and smiled when she saw that he had already dispatched of his foes. The two turned their attentions back to Morgaine, who had lifted two chunks of rubble over her head.

"I've had enough! Now you fall!" she screamed in rage. Batman pulled out the explosive gel.

"After you," he replied, detonating the gel. Morgaine shrieked as the rubble she was lifting exploded and rained sharp stones down upon her. She covered herself in a force field and managed to avoid most of the debris. Batman whipped out the sonic batarang and prepared to continue with the assault, until an explosion drew all the combatants’ attention. In the tallest tower, a massive explosion had blown out all the stained glass windows and had shaken the entire structure.

"That was the Hall of the Elements," Celestia whispered in fear, concerned for Twilight and the others wellbeing. Morgaine began to let out a laugh as she figured out what was happening.

"It seems that my apprentice is superior to yours, Celestia. Trixie is more than a match for your petty Elements," Morgaine taunted. Hearing that Trixie had probably defeated Twilight and the other put him into red alert. He knew that they'd need his help, but he needed to focus on the battle with Morgaine. He couldn't be in two places at once. Or could he? Tossing the sonic batarang at Morgaine’s feet, he turned to Scootaloo as the sound wave forced Morgaine to cover her ears. Batman winced as the sound wave assaulted his ears, but there were more pressing matters.

"Scootaloo, listen to me closely. I need you to fly to the Hall of the Elements and assist Twilight. Understood?" Scootaloo opened her mouth to speak, but was interrupted by the sound of the sonic batarang being destroyed. Batman quickly picked her up and tossed her into the air.

"No time to argue, NOW GO!" he roared after her before turning his attention to Morgaine. Scootaloo flapped her wings hard and took off towards the tower. Batman watched her go out of the corner of his eye, making sure she wasn't intercepted. Morgaine finally got the ringing out of her ears and turned to Batman, glaring at him with pure venom.

"Enough of these distractions and tricks, Batman. It ends now," she hissed. Batman shrugged his shoulders.

"Fine with me." Batman rushed towards Morgaine as she fired spears of darkness at him.

=======-----=======

Hall of the Elements.

Applejack cried out in pain as she was slammed into the floor. Lying nearby were the other Elements of Harmony, also having been defeated. Having dispatched of her, Trixie turned her attention back to the only mare still standing; Rainbow Dash. Rainbow was breathing hard, multiple cuts and bruises forming all over her body, but she refused to go down.

"Why don't you just give up? It must be easier than the beating you're receiving," Trixie asked her. RD spat onto the ground.

"I won't go down until I've beaten you!" she cried, rushing Trixie. The azure mare vanished in a flash of light, appearing behind the dumbstruck mare.

"Is that a fact?" Rainbow screamed as Trixie blasted her in the back with a burst of fire. RD collapsed to the floor in pain, before trying to push herself back to your hooves. Trixie watched the display in mild amusement.

"I will give you credit. You are tenacious," she said with a smile. Rainbow Dash responded with a snarl.

"It...will...take...a lot more than that to keep me down," Rainbow panted, trying to remain vertical. Magic slowly encompassed Trixie's horn as she raised an eyebrow at the mare's stubbornness.

"Really? I wonder how much more it will take then," she said with a wicked smile. RD tried to move forward, but staggered and fell. As she tried to get up, Trixie walked over and stood right above her. Rainbow Dash could only watch as Trixie's horn glowed with power, aimed straight at her.

WHAM!

An orange blur slammed into Trixie's side, bowling the azure mare over. As Trixie tried to regain her sense, the orange blur slammed into her again and again. Rainbow Dash could only watch in wonder as the orange blur proceeded to beat Trixie senseless. Letting out a scream of frustration, Trixie teleported herself away from where the orange blur was and cast a barrier around herself so that she could recover. Only once Trixie was inside her barrier did the blur come to a stop in front of RD. When she saw who had saved her, Rainbow's jaw hit the floor.

"Rainbow dash, are you alright?!" Scootaloo cried out in concern, looking at all the injuries RD had received. Rainbow looked down at her beaten self and gave Scootaloo a shame faced smile.

"Y-yeah kid, I'm fine." Rainbow told her, trying to sound confident. Her confidence crumbled as she collapsed while trying to stand. Scootaloo gasped and tried to help her idol back up, but the blue pegasus was too tired to move. As Scootaloo helped the beaten pegasus, Trixie had finally finished healing herself and glared at the orange pegasus. She snarled and fired a blast of magic at the filly. Scootaloo's ear twitched and she spun around, slicing the spell in half with the antirang. Both Trixie and Rainbow Dash had the same look of disbelief on their faces. Scootaloo smiled at RD.

"Don't worry, I got this. You rest," she said, before turning back to Trixie. Trixie snarled and approached the filly. Both stopped about ten feet from each other. Scootaloo was the first to speak.

"Trixie, huh? I remember you. Aren't you the pony who bragged that they defeated an Ursa Major?" she asked. Trixie frown at the thought of that memory.

"Yes, I was. But I am no longer that same weakling that was expelled from your village. I am now almighty." To prove her point, she summoned lightning inside the hall and sent black bolts flying in all directions. She looked back at the filly, expecting her to be terrified. Instead Scootaloo looked confused.

"Expelled? I don't remember you being expelled from Ponyville?" Trixie rolled her eyes at the foal’s stupidity.

"No, I was not verbally expelled, but I got the message well enough," Trixie grumbled, giving a glare towards the beaten Twilight, who was trying in vain to summon some of her magic.

"So why are you doing this?" Scootaloo asked in confusion. "I mean, yeah you were a jerk, but you didn't seem like the kind of pony that would try to take over the world."

"Why? WHY!? Because thanks to that purple mare you see lying beaten in the corner, I lost everything I cared about! My own family kicked me out of my home, calling me a disgrace!" Trixie screamed enraged. But much to her surprise, Scootaloo gave her a look of understanding and compassion.

"I get it now," Scootaloo whispered in realization, not at all intimidated by Trixie or her power. As the other beaten ponies watched, Scootaloo walked up to Trixie and did the unthinkable. She gave her a hug. Trixie looked down at the filly in confusion.

"What are you doing?" she asked. Scootaloo didn't release her hug, but she did look up at Trixie's face.

"We're similar,” Scootaloo whispered. Trixie let out a laugh and pushed Scootaloo away from her.

"Similar? We have nothing in common," Trixie spat. Scootaloo shook her head.

"Yes we do. I know how you feel," Scootaloo said with sympathy. Trixie tried to argue, but couldn't find the words. She just stared at Scootaloo with a confused expression.

"We both lost everything we cared about. I lost my parents in an accident and you lost yours when they threw you out," Scootaloo began, looking at the floor. "Without them to give us love and support, we tried to get that same love and support from other ponies. I became a daredevil trouble maker, whereas you became a stage performer. But even if hundreds of ponies loved and adored you, it was never enough, was it?" Trixie slowly shook her head in agreement, looking dumbfounded at this filly that seemed to be able to gaze into her very soul. Scootaloo took a deep breath and continued speaking.

"But that all changed a few months ago. We both met somepo- someone that saw us for who we really are and not the mask we wear in public. For me, I found a warrior of the night who had experienced the same pain I had and who showed me how to not ignore the pain, but instead how to cope with it. He gave me a friend that saw beneath the mask and instead of being terrified at what he saw, he offered a hand to me when I needed it," Scootaloo said with tears in her eyes, remembering all that Batman had done for her. She looked back into Trixie's eyes.

"That's the real reason you're with Morgaine, isn't it? She saw you for who you really were and still took you under her wing, still appreciated you for just being you. She was the closest thing you've had to a real parent that loved you, isn't she?" at this point, Trixie was crying as well. Scootaloo's words rang true every time and each one of them stabbed her in the heart like a knife. But Scootaloo wasn't done yet.

"That's why you went along with Morgaine's plan to take Equestria. Not because you want to, but because you want some pony to acknowledge you for who you are. You wanted to be praised so desperately that you were willing to destroy a nation in order to get it...I know how you feel. You're not evil Trixe, you just want to be accepted." Trixie had completely broken down at this point, not even trying to fight the tears any more. Scootaloo gave her another sympathetic look before finishing.

"But it's not worth killing thousands of ponies just so you can be acknowledged. I know how badly you want Morgaine to approve of you, but is it really worth risking all those lives?" Trixie slowly shook her head, knowing that Scootaloo was right. The other six had recovered enough to walk, but no pony said anything, none of them daring to break this heartbreaking conversation.

"I-I just wanted some pony to love me for who I was," Trixie sobbed out in a whisper, feeling the tears roll down her face. Scootaloo wrapped her hooves around Trixie and this time, Trixie returned the hug. The two sat there hugging for a moment, until the sounds of battle brought them back into reality. The six looked out the window where the fight was still going on. Trixie glanced at them with her tear stained eyes and looked as if she was making the toughest decision of her life. After a moment, she looked away from the ponies.

"Take the Elements. Go. I will not stop you," she whispered, choking back the sobs. Twilight and the others walked past her, each glancing past her as they passed. The six picked up their respective Element and ran towards the exit. Scootaloo stopped in the doorway and turned back to Trixie.

"Thank you," she whispered, before turning and rushing after the Elements. Trixie just sat in the center of the destroyed room, sobbing quietly to herself.

The Storm part 4 Who I Am

Canterlot courtyard.

Batman rolled to the side as column of flame tore through the remains of a castle wall that he had previously been using as cover. Morgaine was in desperation mode, using every trick in her endless arsenal to try and destroy the bat. Torrents of crushing water, storms that could tear a skyscraper in half, fires that were reserved for hell and all of them had failed to kill Batman. But despite fighting as if she was about to lose, deep down inside of her mind Morgaine wasn't worried in the least. She was destined to win and Batman would lose. That was how she managed to remain calm even after three fourths of her forces had been beaten or captured. The combined forces of the Royal Guards and the Diamond Dogs had proven too much for her slaves to handle. Now, it had simply come down to her and the bat...

"You can't win Morgaine! Your forces have fallen! Give up!" Batman yelled from behind the plaza fountain, using it as cover. Morgaine tossed her head back and laughed.

"Give up? Dear Batman, I have already won. You know how this battle will turn out. You are destined to fail and I will win." Morgaine gave Batman a smile. "So why should you even bother fighting at all?"

Batman snarled as his retort. "Until I can no longer draw breath, I will oppose you and any other force of evil that would try to harm the innocent!" He sprinted towards her, ducking and dodging past her multiple attempts on his life. He quickly pulled out the bat claw and fired it upwards, snagging Morgaine. He pulled on the cord to drag her towards him, but snarled when she vanished into thin air. He spun around to find her floating comfortably above him on a cloud.

"As to my forces, Batman, I do believe that I have one last trick up my sleeve. Something that even you wouldn't expect." She snapped her fingers and her last surprise materialized in front of the bat. He had been expecting something massive and terrifying. What he got was even worse. Standing in front of the bat with the green mind controlled eyes were at least fifty foals, each of them armed with small knives and murderous intent in their young eyes. To say Batman was mortified was an understatement. As his eyes widened in shock, Morgaine began to laugh.

"So what will you do, Batman? Will the great crusader break the bodies of children to stop me? Would even you sink that low?" She turned her head to the foals waiting for her orders. "Kill him." With a unified yell, the little ponies rushed at Batman. His reflexes took over and he quickly tossed a smoke pellet at his feet. The foals rushed into the smoke, only to look around to find he was no longer there. They looked around in confusion while Morgaine taunted Batman.

"Hiding will not help you to beat me, Batman. You will either break my foals or they will rip you apart. Either's fine with me." Unknown to the foals or the sorceress, Batman had stationed himself on top of a nearby tower, trying to think of a strategy to combat Morgaine’s newest assault. Even though he needed to stop Morgaine, he just couldn't harm children, no matter how deadly they were. His mind raced as he considered his options, none of them looking particularly good. Without a better alternative, he decided he would try to only knock them out with pressure point strikes.

'If I'm lucky, none of them will be hurt. It's not their fault that a psychopath took control of them. They won't suffer for her greed,' he thought grimly. Stealing himself for what he was about to do , he extended his cape and descended to the ground. As he slowly rose to his full height, all of the foals turned towards him and slowly began to advance. Batman eyes darkened as her prepared himself for the task he was about to undertake. With a high-pitched yell, one of the young colts charged the Dark Knight. Batman watched as the small green foal with a smiley face cutie mark charged him with a knife. Batman felt sorrow fill up his heart as he prepared to strike.

'Why must it always be the children who are caught in my war?' he thought to himself, remembering all the young ones who had suffered during his crusade. He was supposed to protect them, so why did it seem like children only got hurt around him? Batman shook those thoughts aside as the green foal went to drive his knife into Batman's chest. Batman sidestepped the colt's attack and brought a light chop to the back of his neck. The foal was unconscious before he hit the ground. Batman felt a stab of grief pierce his heart as he turned to face the rest of the foals. Each one of them let out a scream as they charged him in unison.

Batman dodged the first two attacks and knocked the both of them out. He grabbed a third and gently tossed her onto a pile of hay. Another pair attacked and Batman was forced to kick one of them in the gut. He felt a stab of guilt as the filly cried out in pain before collapsing to the ground. Batman cast his eyes over the rest of the foals trying to kill him, imagining what their lives must have been like before Morgaine showed up. He tossed the other colt into an overturned cart, wondering what his life had been like. Did he do well at school? Did he play with friends in his spare time? These were things children should be doing on a day like today, not being forced to face a costumed psycho in a fight. And as he thought about the foals lives, he also wondered about their parents. Had any of these foals’ parents been killed in this fight? Had any of these foals become like him in Morgaine's unholy crusade? An orphan whose parents were stolen from them by a criminal?

With each foal Batman was forced to incapacitate, his rage towards Morgaine grew darker and darker. Did she even care about the lives that were lost? Did she care that she had orphaned children that had done nothing wrong? Batman felt his jaw clench in pure rage as he saw her sitting on her cloud, smiling at his suffering. He swore that no matter what happened, he would make her pay. But in his moment of rage, he let his guard down for a moment.

"GAH!" he cried in pain as a pink unicorn sunk her knife into his leg. He knocked her out and pulled the knife out, trying to regain his balance. As the foals circled around him like sharks that smelled blood, Morgaine began to speak.

"Your compassion for others is your weakness, Batman," Morgaine taunted as the foals closed in on him. "You cannot bring yourself to harm these ponies enough to even save your own life. You are weak."

"WRONG!" seven voices cried out at once. Everypony that was still conscious turned to the source of the voices. Morgaine's eyes widened in shock just as Celestia eyes gleamed like the sun. Standing atop a tower overlooking the battlefield stood Scootaloo and the elements of Harmony. Celestia's forces and the Diamond Dogs cheered in unison as they saw their champions standing tall with the Elements resting firmly on their bodies. As the celebration started, Morgaine looked on in disbelief.

"How did you get past my apprentice?" Morgaine asked, still trying to process what she was looking at. Twilight gave her a sad smile.

"I guess you bet too much on Trixie. Because now, this fight's over." As she said this, she and the other five began to glow. The six ponies floated up into a circle, power crackling in-between each of them. Once the power of harmony was charged, the six ponies eyes snapped open, letting loose a rainbow torrent of harmonic magic down upon all of Canterlot. Batman, Morgaine and everypony else their watched as the magic enveloped all that were controlled by Morgaine, as well as all those that had fallen in battle, restoring them to life. Roars of glee were sent into the as those ponies slowly stood up, looking around in confusion and amazement at where they were. Batman watched with a smile as foals ran around to found his or her respective parent. Guards were also rejoining their comrades that had fallen in the battle, each of them laughing and/or crying as they embraced each other. The mane six and Scootaloo had joined Celestia, who had embraced her now free sister. As the celebration continued around them, no pony noticed that Morgaine had descended from her cloud and now stood alone with Batman in the center of the plaza.

"This is not over!" she roared, sending forth a shockwave of magic that sent everypony except the Dark Knight reeling away from her. A force field was placed over the plaza as Morgaine bent down and placed the Dimensional stone in the center of a circle she proceeded to etch into the ground. The stone reached out with it's powers and sensed the presences of the princesses. With the requirements met, the stone began to create a vortex to hell in the center of the square. Batman rushed her, trying to stop Morgaine before she could begin. she opened her hand and let loose a bolt of ightning so powerful that it tossed Batman straight into the barrier. The two princesses and the Elements of Harmony unleashed their great powers against the field, but it refused to even bend to their might. All the ponies and dogs could only watch as Batman struggled back to his feet, glaring at Morgaine. Morgaine had begun the first step of opening the portal to hell and was now in the process of completing it. Batman reached inside his belt and tossed his antirang towards the dimensional stone, but with a swish Morgaine's blade cleaved it in two.

"Did you really think I would learn nothing from our last encounter Batman? The portal has begun to open and only the destruction of the stone will stop it. Of course," Morgaine whispered, pointing her sword towards Batman's chest, "You will have to get past me."

"With pleasure," he growled, charging Morgaine. The sorceress swung the blade towards Batman, who brought his gauntlet up to intercept the strike. His eyes widened in shock as the blade cut right through his gauntlets and into his arm. His arm would've been sliced right off if Batman hadn't jumped back. The ponies all gasped at his injury, but Batman was more concerned with Morgaine's weapon.

"Do you like it, Batman?" Morgaine asked with a smile, turning the blade over in her hands. "I call it the Sword of Destiny. It allows me to see anyone's future. Even yours. But as an added bonus, it seems to be able to cut through any know material. Even you!" Morgaine fired off a stream of lightning that Batman failed to entirely avoid. One bolt clipped his shoulder and he staggered back, trying to block out the pain. Morgaine seized his moment of weakness to press her attack. She attacked him with the skill of any expert swordswoman, forcing the Dark Knight into retreat. He was having a difficult enough time dodging her skillful strikes, but the wound he had received to his leg was impeding his movements. It was time for a counter attack.

He rolled as Morgaine channeled flames onto her sword and brought it down with strength one would not expect from her. Batman was the first to recover and came up out of his roll to kick Morgaine in the side with his good leg, knocking the wind out of her. He caught her wild swing and knocked the blade out of her hands, watching as it clattered to the ground a few feet away. Batman then smashed his fist into her face, dazing the sorceress. He slowly realized that he was standing in front of the person that had brought so much pain and misery to a race that didn't deserve it, a race of peaceful creatures that only knew happiness. She had taken their innocence away. But worst of all, she had tried to kill Scootaloo. And that was going too far. Batman's rage finally broke and he started to beat Morgaine with a dark vengeance. He laughed demonically when he heard one of her ribs break and smiled when she spat out blood. Batman remembered all the families that Morgaine had torn apart in her conquest for power. And that sent him over the edge. He grabbed her by the front of her robes and lifted her off the ground, preparing to finish her once and for all.

"This ends now Morgaine. Permanently," he whispered, bringing his right fist back. He was about to bring his fist into her face when a sound caught his ear, a sound that one does not hear often on a battlefield. It was the sound of silence. Batman turned his head to look at the ponies, who where all looking at him with fear in their eyes. The same look of fear that they had given to him when he had defeated the Elements in the forest. The looked at him as if he was a monster. He then slowly turned his gaze to the mane six and to Scootaloo. His heard his heart break with a snap as he looked into her eyes. For the first time since he had met her, she had the same look of fear in her eyes. She was afraid of him. Batman looked back to Morgaine, who was barely moving in his grip. He closed his eyes as he realized that if he killed her, Batman would forever be a monster in Scootaloo's eyes. And he was her hero, he could not let her down.

"No, not today. Not ever," he whispered, dropping Morgaine to the ground. He stood up triumphantly before turning his gaze over at Scootaloo. he felt his heart soar when he saw she had one of the biggest smiles he had ever seen on her face, tears welling up in her eyes. The ponies began to cheer, all of them realizing that Batman had won. Celestia gave him an approving nod and Twilight gave him a warm smile. Fluttershy had tears of relief rolling down her face, whereas AJ and RD just smiled at him. Pinkie Pie had practically exploded with joy and Rarity let out a sigh of relief. And Scootaloo simply smiled at her hero that had defeated the greatest threat to Equestria. Batman turned his attention away from the ponies and to the vortex still opening in the ground. It was about time he dealt with-

BANG!

Batman reeled back while the ponies screamed as a blinding light lit up the square. Before he could even comprehend what had happened, Morgaine sprang up and fired a blast of magic into his face. He screamed in agony as he felt part of his face blaze with pain and he brought his hands up to try and clear his sight. Morgaine lept to her feet and held out her hand. Her sword leaped off the ground and flew into her hands. She let out a scream of pure rage as she pointed the blade towards the bat's chest and lunged. Batman cleared his eyes just in time to see Morgaine's blade reach him.

SHUNK!!

Batman slowly looked down at the Sword of Destiny, which had now embedded itself deep into where his heart was located. He then looked up into the smiling face of Morgaine, who was staring in an equal amount of disbelief at the where the blade had entered. Everypony was dead silent, the reality of the situation having not yet reached them. Batman tried to lift his right arm and instead felt blood began to pour out of his mouth. Morgaine pulled the now crimson blade out of his chest as he slid to his knees, darkness beginning to swallow his sight. He used his remaining strength to look up into the face of a triumphant Morgaine.

"I told you, Dark Knight. This is your destiny," she said with a smile, raising the blade soaked with his blood over her head. Batman fell on his face, creating a small splash as he landed in a pool of his own blood. He could no longer hear or feel anything. He didn't even feel it when Morgaine plunged the sword into his back or hear all the ponies cry out in shock. All he could do was watch as the darkness of death that he had avoided for so long finally over took him. He breathed in one last time and then ceased to move. The ponies stared at his body as Morgaine tossed her head back and began to laugh. Her laugh was one of pure disbelief.

"I don't believe it! I finally killed Batman!" she shrieked in joy, letting tears of relief fall down her face. The ponies still hadn't moved or said anything. All they could do was stare. As Morgaine screamed her joy into the heavens, Scootaloo was the first to break the silence.

"How..." she whispered, tears falling from her eyes. Morgaine stopped celebrating and looked at her with a huge grin on her face, eager to inform them of her victory.

"What do you mean by how? Do you mean how did the great Batman manage to lose? Or maybe how did I manage to kill him? The answer is; it was his destiny." Everypony turned towards Morgaine as she continued to talk.

"Yes, with my blade I managed to see what the Dark Knight's future was and much to my surprise, I found that I would be the one to finally kill him! Yes, I killed BATMAN!" she cried out again, drinking in her victory. After a minute of laughing, she turned back to the almost complete portal. The stone had risen above everypony and rested twenty feet off the ground, sending its power into the expanding vortex. She smiled again and turned back to the ponies, looking at Celestia and the Elements.

"Brace yourselves, because in five minutes, your world will belong to me." Celestia stood silent, a terrible realization washing over her. They had failed. Morgaine was going to win and there was nothing Celestia could do to stop her. She had failed her sister, her country, but most importantly she had failed her ponies. She sat down and continued to stare at the vortex until a light tap diverted her attention. She looked down to see Scootaloo standing near her hooves. Celestia smiled and bent down to Scootaloo’s height. Scootaloo took a deep breath and asked her question.

"What did Morgaine do to Batman?" Celestia felt her heart break as the little one looked at her in confusion, not knowing that her hero was dead.

"Batman fell to destiny. See, his destiny is that he would lose to Morgaine and all of Equestria would be placed under her rule," she whispered sadly. Scootaloo still looked confused.

"Why didn't he fight it?" Celestia shook her head.

"No pony can defeat destiny, child. It's impossible." The two turned back to the laughing form of Morgaine, standing over her nearly complete portal. Celestia closed her eyes and waited for the end.

======------======

Nowhere.

Batman slowly opened his eyes and lifted himself up. The first thing he noticed when he stood up was that all his injuries were gone. The next thing he noticed was that he was in a completely white room, standing before a pair of massive golden gates. He looked at the gates in interest. The looked like the sort of thing that peopled talked about when they mentioned the afterlife. He had to admit, he had been expecting hell fire when he died. It suited him better. He looked behind him and found that in the distance was a small bit of darkness. Odd. He turned his attention back to the magnificant gate, examining it closer. He was still studying the gate when it began to open. He jumped back, preparing himself for a fight. He slowly stood down when he recognized the two figures emerging from the gate.

"Mom? Dad?" he asked in disbelief. The two figures nodded with a smile.

"Yes son, it's us," Martha Wayne said with a warm smile.

"It's your parents," Thomas Wayne told him, giving his son a proud look. Batman shook his head in confusion.

"No, you can’t' be here. You're dead. But if you're here, then that means..." his voice trailed off as realization over took him. Martha nodded her head sadly.

"Yes, you're dead. Well, you're not completely dead. But you are dying."

"No, I can't be dying! They still need me back there! If I don't fight, then Equestria will..."

"We know son, but we can't do anything about that. However, we can tell you this," Thomas beamed, gazing at his son with pride. "You've been accepted."

Batman looked confused. "Accepted where?"

"Where do you think? Paradise," Thomas answered, waving his arm to the gate. The massive golden gates swung open, letting a beautiful light envelope them all. Batman had never felt anything like it. While he was in the light he felt...happy.

"Because of your brave deeds dear and your never ending sacrifice for good, you have been accepted into paradise," Martha told him with a smile. "And someone else is here to see you." Batman's eyes widened when he saw the one person he had longed to see the most.

"Talia," he whispered. The love of Batman's life had walked through the gate, smiling as she saw her beloved. She walked over and embraced the bat.

"Beloved, it's been too long," she gently whispered. Batman closed his eyes and returned the embrace, feeling the happiness fill up his heart. After a minute, the two released each other. Talia gave him another smile.

"We are finally together again, beloved. And you...are finally at peace," she whispered, gently placing her hand on the side of his head. "Now, let us go. Paradise awaits." Talia and the Wayne’s turned and walked back towards the gate. Batman sighed and let a smile cross his face. He was finally with his family and his love again. He had finally found peace and happiness. Batman went to take a step forward and a blinding pain lanced up his side. Batman yelled and clutched his right side, trying to avoid collapsing. Talia and the Wayne’s rushed over to him.

"Beloved, what is wrong?" Talia asked. Batman reached inside his belt and pulled out the source of his pain. The others watched as Batman slowly opened his hand. Resting on his palm was Scootaloo's charm. Talia and the Wayne’s looked at in interest while Batman looked at it in awe. The charm was glowing white and power pulsated from it. As he looked at it, Scootaloo's words came back to him.

'You need it more than me. And besides, I know it works.' Batman had assumed at the time that the charm was supposed to ward off physical harm. But now, he knew what its true purpose was. It was meant to protect him from anything that comprimised who he was. Batman slowly closed his glove around the charm and closed his eyes.

'Thank you, Scootaloo, for reminding of who I am.' Talia and the Wayne’s looked at him concerned.

"Are you alright, beloved?" Talia asked. When Batman looked her in the eyes, she saw not the eyes of the man she had fallen for. She saw the eyes of the Batman.

"I’m going back."

"What? Son that's ridiculous! You’re in paradise now, why would you want to go back?" Thomas asked in disbelief.

"Because I'm needed."

"Son, are you sure?" Martha asked.

"Positive." Batman turned and looked at his love.

"How do I go back?"

"Bruce, there's no way to-" Thomas began.

"You said that YOU two couldn't do anything about it," Batman retorted. "However, you never said that I couldn't do anything. Am I right?"

"All you have to do is turn around and run back to reality," she whispered. Batman nodded and turned around. Before he could go, he felt Talia's hand on his shoulder.

"I will warn you though. If you go back, the gate may not be open for you the next time you come back. Are you sure you want to give up paradise?" Batman gave her a smile.

"I already found paradise. But if I don't go back, it will turn into hell. And I promised that as long as I still drew breath that I would continue to fight. And I'm not dead yet." Batman broke free of her grip and began to run back towards the fight. And all the while he ran, he never once looked back.

=======-------========

Canterlot.

Morgaine smiled as the portal reached ninety percent completion. She had to admit; even she had thought her plan was doomed when the Elements of Harmony had shown up. She would have to go and look for Trixie later. Hopefully she was still alive. Morgaine knew that Trixie would love her new world, a world where the two of them would rule side by side. Her happy thoughts were interrupted by a pony screaming at her.

"You...you monster! Witch! Give me back Batman!" the orange filly yelled, tears rolling down her face. Morgaine looked at her, remembering that the filly had attacked her early. And Morgaine was not the type to forgive and forget.

"You wish to be with him so badly? Very well," she smiled, holding out her hand. Scootaloo was yanked off her hooves and straight through the barrier into Morgaine's grasp. The sorceress slowly began to close her hand around the filly’s throat. "I will send you to him." Scootaloo flailed the best she could, but could not escape the sorceresses grasp. Her vision began to black out and her movements ceased. She could hear the screaming of the mane six and the cries of Celestia, but she couldn't respond. All she could do was watch as the darkness of death slowly-

"MORGAINE!"

Time seemed to freeze as everypony stopped and turned towards the voice. Morgaine slowly turned her head around, not believing what she had heard. What she saw was so shocking that she dropped Scootaloo out of pure disbelief.

Batman was getting to his feet.

Batman still felt where the blade had pierced his chest and his back, blood still flowing from the wounds. He still felt all the abuse he had suffered in the battle. But what he felt the most at that moment was a strength, the strength of a hero protecting those that needed it. Morgaine staggered back as her "fallen" foe slowly advanced towards her. Batman dragged himself over to Scootaloo and knelt down beside her, shaking her awake.

"Get out of here," he told her when she was awake. Scootaloo didn't say anything, but her smile told Batman everything he had wanted to know. Her faith in him was restored. Scootaloo ran through the now wavering portal and over to Celestia as Batman stood back up to face Morgaine.

"How? I killed you! It was you're destiny to die! To die a failure! It's what you are!" she shrieked, still hoping that this was an illusion or some kind of trick. Much to her dread, Batman let out a small laugh.

"What I am? Morgaine you fool, I do what I do not because it was written in the stars or that some magical tooth pick told me it was to be," he panted, still stumbing towards Morgaine. "I fight because it is the right thing to do. I write my own path, it is not written for me. I became a warrior who fights against evil because I chose to. Not because I was destined to. I chose to do this," Batman whispered, remembering giving up his chance at paradise. He looked straight into Morgaine's eyes, as if he was glaring into her soul. "That is WHO I am!"

All the ponies watching were watching the scene infront of them in complete and utter awe. Celestia was dumbfounded, whereas Scootaloo was awestruck. "He beat his destiny" she whispered to herself. Celestia slowly shook her head.

"But that's impossible. No pony can fight their destiny. It's impossible," Celestia whispered. Scootaloo's eyes widened, as she finally got what Batman had told her so long ago.

"It's only impossible until someone goes and does It." Scootaloo whispered, now understaing that Batman had been telling her the truth. Celestia looked down at Scootaloo, then back to the battle. Morgaine had regained her composure and redrawn her blade, once again pointed it towards Batman.

"It doesn’t matter. I killed you once, I can do it again!" With a feral scram, Morgaine rushed the Batman. She brought her sword high and swung it down on Batman's head. Batman managed to catch the blade in between his hands, struggling to keep it from splitting his skull.

"Why do you fight so hard to protect these ponies?! Why do you care for them so much?!" Morgaine screamed, still trying to force her blade down on Batman's head. Batman saw his vision blacken for a moment and he fell to one knee. His leg was still in bad shape and the loss of blood was drastically weakening him. Using his remaining strength, Batman managed to fight back to his feet. Only after he was standing up straight did he answer her.

"Why do I fight so hard? Because I finally found a world where no pony has to be afraid of criminals. Where everyone is happy and can get along without the need for violence," he panted, looking into Morgaine's eyes. "A world where an eight year old child will never have to worry about his parents being murdered in the street by someone with a gun." Morgaine's eyes widened in realization.

"Wayne," she whispered. Then with an inhuman scream, she pulled the blade from Batman's grasp and staggered back, breathing in an irregular pattern. The ponies watching where still silent, unable to comprehend what was happening. Morgaine looked to her nearly complete portal and a smile reemerged on her face.

"Well, it doesn't matter who you are now, Batman. My portal is ninety nine percent complete. And without your precious antirangs and with no way for your ponies to pierce my force field, I still WIN! And there isn't a damned thing you can do-" Right as Morgaine screamed this, a burst of azure magic pierced through her barrier and struck the dimensional stone head on. The force of the magic spell caused the dimensional stone to fracture, resulting in the portal beginning to go haywire. The entirety of Canterlot began to shake from the unstable magic as Morgaine looked at the stone in confusion.

"Impossible, my barriers unbreakable. The only other one who could pierce it besides me would be-"As realization gripped her heart, Morgaine slowly turned to where the spell had come from. Standing atop the tower in front of the Hall of the Elements stood an azure unicorn with a white mane, golden armor and tears rolling down her face.

"Trixie?" Twilight called out in disbelief. Trixie teleported herself down next to the other ponies, never taking her eyes off Morgaine.

"Trixie? Why?" Morgaine asked in a crushed voice, sorrow gripping her heart. Trixie closed her tear stained eyes in regret.

"I'm sorry," Trixie whispered, before firing off another blast of magic straight through Morgaine's shield and into the stone. The stone cracked from the second spell and began to let off energy everywhere. Morgaine slowly turned to where the stone was in the process of destroying herself. Batman slowly shook his head.

"Even your own apprentice knows that what you're doing is wrong. Give up." Morgaine slowly turned towards Batman. She looked at this man, this hero, who had foiled her plans and somehow turned her most prized student against her. And then she snapped.

"GGGRRRRAAAAAHHHHH!" She screamed hurling herself at Batman in a flash of speed. Batman never even had the chance to react as Morgaine plunged her sword into his abdomen. Batman spat out more blood as he felt pain course through his body. But with the greatest willpower known to any race, he kicked Morgaine back and pulled the blade out of his stomach. And then, in front of everypony there, he snapped the Sword of Destiny on his knee. Morgaine staggered back as Batman dropped the two pieces of the blade to the ground, all of her rage and hatred giving way to another emotion: fear. Batman nearly fell over as he felt weakness course throughout his body. From the amount of blood he had lost and that his vision was almost completely black, he came to a realization: it was too late for him. In a few minutes, he would probably bleed out and he'd die for real. But before that happened he would make sure Morgaine fell; make sure that his friends would be safe. And much to the eternal wonderment of everypony there, he began to stagger forward.

"No, stay back!" Morgaine screamed, backing away from the advancing bat. "I impale you, blast you, KILL you! But you won't stay DEAD! W-what are you?" And then Batman began to laugh. A laugh that was said to be heard all across Equestria that day, shaking all the criminals who heard it to their core. The laugh of the Batman.

"I already told you who I am, Morgaine. But as to WHAT I am," Batman answered, glaring straight into Morgaine's eyes.

"I am vengeance."

The whole of Canterlot began to shake as the stone reached critical mass. Ponies and Diamond Dogs alike began to run around, trying to find somewhere safe. Only the princesses, the mane six, Trixie and Scootaloo remained, unable to tear themselves away from the zenith of the battle.

"I am the night."

The portal started warping, as the stone was no longer able to hold it in place. Morgaine slowly looked around at her great plan, which now lay in ruin because of one person. Batman. But if she was going to go, she made damn sure she would take him with her. She screamed and lit her hands ablaze, before jumping into the air over the Batman. Batman brought his right fist back and cocked it for and uppercut, slowly raising his head towards the incoming Morgaine.

"I AM BATMAN!"

Batman swung his fist at Morgaine right as the dimensional stone finally gave out. A blinding flash of pure energy burst from the portal, destroying the stone in a blinding light. The light enveloped the two combatants right before they collided and quickly reached the barrier. The light slammed into it and without Morgiane's magic to hold it in place, the barrier began to break.

"Twilight, Princesses, with me!" Trixie yelled, tossing up a barrier of her own to encompass Morgaine's. Twilight and the princesses followed suit, casting their own magic over the barrier. Even with combined might of two alicorns and two of the most powerful unicorns in history, the shield just barely held. The ponies held up the barrier until the light had finally died out, at which point they lowered it. Celestia, Luna, the mane six, Trixie and Scootaloo all entered what was left of the battlefield. Everywhere the light had touched, only ash remained. Nothing was left of Morgaine or Batman.

"He's gone, isn't he?" Fluttershy half-sobbed, having used up her tears during the battle. Rarity gently put a hoof on her shoulder to comfort the pegasus.

"He gave his life to protect us," Rarity added, still trying to comprehend what had happened.

"H-he can't be dead! He's Batman! He's survived much worse than this! He can't be..."Rainbow Dash trailed off, starting to cry herself. The others continued to look around in false hope, believing that they'd see Batman laying off to the side alive or standing there in his tattered outfit. But as their spirits fell, Trixie uttered the last words.

"It's over. And they're gone."

All of the ponies hung their heads in sorrow, except for Scootaloo who stared at the spot where Batman had stood defiant to the bitter end. Tears slowly began to fall down her face as she looked up at the sky, with one last question escaping her lips.

"Batman?"

To Keep a Promise

Ponyville Cemetery, three days later.

Dark clouds slowly passed overhead of the ponies that had gathered together in the cemetery. The darkness was fitting in a way, as it reflected how they felt on the inside. Ponies from across the land had flown, walked or traveled great distances to attend the funeral of Equestria's great hero. Fang and the rest of his Diamond dogs stood next to the ponies, paying their own respects. A massive crowd had gathered around a podium, where the princesses and the Elements of Harmony all stood silently, each lost in their respective thoughts. Behind them was a massive tarp, hiding a what was supposed to be a surprise statue underneath of it. The tarp wasn't necessary; everypony already knew what it was. When the ponies finally stopped entered the cemetery did Celestia stand in front of the podium to speak. She looked at all her subjects with sad eyes before taking a deep breath.

"Citizens of Equestria. As you have probably all heard, there was a massive attack on the city of Canterlot. But thanks to the efforts of a certain individual, as well as the Elements, we managed to thwart the assault and save everypony. However, one of us...did not make it," she whispered. Everypony listened carefully, none of them wanting to interupt her. Most of the citizens of Ponyville had already heard the news and were hanging their heads in sorrow. Lyra was their and in the distance Trixie watched as well. Even most of the Apple family had shown up, including Big Mac. The foals of Ponyville Elementary had shown up, even the likes of Diamond Tiara. All the ponies had different thoughts about Batman and what his death meant to them. One filly in particular was lost in thought. Scootaloo was in the front row, barely registering what was going on. Out of all the ponies, she had naturally been hit hardest by Batman's death. Celestia took a deep breath and continued to speak.

"The one known to you as Batman is gone," she softly said, trying to fight back tears. The ponies that did not already know let out a collective gasp. They had all heard rumors of the Batman, that he was able to bring down the Royal Guard with ease and that he was the one who slayed the terrible Grundy. He had become something of an unstoppable demon in their eyes, so it was safe to say his death shocked them greatly. Celestia turned back to the tarp.

"So it is with a heavy heart that I give you the newest memorial to be added to the cemetery. Mare's and gentalcolts...Batman." Celestia pulled the tarp down with her magic and somberly looked at the statue. It was carved from marble and stood twenty feet tall. The sculptors had worked for days on it with no sleep. After his sacrifice, they considered it the least they could do. The statue itself was a masterpiece. It was a statue of the bat, in his damaged and torn armor, standing in front of a scared filly. He looked exhausted and broken, but still had the fierce determination in his eyes. The sculptures eyes alone had taken a day to complete and no matter how hard the artist tried, they could never get them to perfectly match his. The final detail to note was that the sculpture was all white marble, except for the bat on his chest, which was made out of a piece mythril from his destroyed armor. So in the literal sense, a piece of him was in the statue.

"We place this statue here to remind us that just because some pony is different, it does not mean we should treat them any differently. I...I originally thought that Batman was a threat, that he would try and hurt my subjects. Instead, he goes on to stop one of the most evil threats to Equestria and saves everypony...he saves me," Celestia lowered her head and whispered to herself, but in the complete silence everypony heard. Celestia finally looked back up at the last section covered in a tarp. Silently, she pulled that off to reveal a small plaque. There weren’t many words on it, but the simplicity matched him and it simply read,

Batman.

Destined to be a failure.

Chose to be a hero.

Celestia gazed at the plaque for a moment before turning back to the crowd. Steeling herself once more, she made her last announcement.

"If any pony has anything they'd like to say about him, please come up and do so." She walked off the stage and seated herself down with her back to the audience. At first no pony stepped up, each of them unsure of what to say, then Fluttershy stood up and slowly walked to the podium. She looked around nervously at all the ponies staring at her, but she managed to bury her fears and begin.

"I...I didn't know Batman that well. In fact, I only had a serious conversation with him once or twice. But from those two experiences I learned a lot about him. He is...was the type of person that knew what he believed in and would fight to the death to protect it. He taught me that you don't have to act like a nice person to be a nice person. He was sometimes rude and always had an angry look, but deep down...I think he really did care for us. And now he's gone..."Fluttershy broke off there, unable to continue. She turned in tears and walked silently back to her seat. Twilight stood up and took her place in front of the crowd.

"I agree with Fluttershy that he wasn't the nicest of people, but he had a heart of gold. All the time I knew him he always put others safety ahead of his own. And he showed me that destiny isn't set in stone. That it's just one possible path for a pony to follow. And if you don't like that path, then you can make a new one. Thank you," she said softly, also returning to her seat. No pony else stepped up, so Rainbow Dash decided to go. She was halfway to the podium when a sight made her stop. Scootaloo was approaching the stage. RD slowly stepped back as Scootaloo took the podium. She could barely she over the top, so Rainbow gave Scoots her chair to stand on. Once she could see, Scootaloo gazed at the crowd with tear stained eyes.

"I could tell you a hundred different reasons why Batman was such a great hero and a friend, but he was never fond of others saying nice things about him," she began in a small voice, but it carried like thunder from her pure emotion alone. "He preferred to let his actions speak for themselves and...and after what he did, no words would do him justice. I'll simply say this; he died as he lived. Protecting others and refusing to let evil win, even when he knew he couldn't prevail. But somehow he did. He saved us all." Scootaloo slowly walked off stage and past her seat. She heard some other pony take the stage and begin to talk, but she was no longer paying attention. She just silently walked back to her tree house, the place where she and Batman had spent hours practicing and talking. She stopped at the spot where he had told her that destiny was nothing more than an illusion, that ponies could choose their own paths. She hadn't believed him at the time. Now she wished that she had listened more. He had always told her that one day he'd be gone, but not...not like this. She never even got to say goodbye. The pain in her heart became too much for her to contain any longer and she let loose a wail of grief into the skies.

======-------======

Fate's Tower.

With a start, Bruce sat up quickly. He instantly regretted it as agonizing pain flowed through his body. He swore and lied back down, trying his best not to move. While he was lying there, he noticed that he was covered in bandages and that his suit was gone. The thing that was the most interesting to him was that he was still alive. After that attack by Morgaine he was certain that...

Morgaine! Where was...? He sat up again, this time ignoring the pain and slowly getting to his feet. He took one step forward and nearly collapsed on the floor. He was caught, however, by a magical field, which slowly picked him up. he struggled to escape, looking around for his attacker. Looking to the right, Bruce spotted the sorcerer responsible for his predicament. Fate.

"You shouldn't be up. You are far to wounded," Fate sighed, lowering Bruce back down onto his bed. Bruce snarled and tried to get back up, only to be pushed back down.

"Rest. Trust me, you need it. I expected you to come back with some wounds, but you were practically dead when I pulled you and Morgaine through that portal that opened," Dr. Fate muttered, grabbing more medicine from the self. Bruce gave him a look.

"What portal?" he asked.

"The one Morgaine was trying to open in whatever world you went to," Fate replied, still searching for the medication. This was news to Bruce.

"So she succeeded in opening her portal?"

"Yes and no. It did open, but only for a few seconds. I felt a magical disturbance and quickly investigated. Although I wasn't really surprised when I found you at the center of it. You do seem to go where ever there's trouble," Fate said with a small smile. That only gave Bruce more questions.

"Then if the portal exploded, how am I still alive? That much raw magical energy should have killed me and Morgaine." Fate looked at him from behind his helmet for a moment before answering.

"As to Morgaine, she constructed a barrier around herself at the last moment, keeping her alive. As for you...you should have died," he said matter-of-factly. Now Bruce was really confused.

"Then how am I still alive?" Fate walked over to the table next to where Bruce had been resting and picked something up, which he then tossed to Bruce.

"This saved your life." As Bruce gazed at the object in his hand, he sat down and a small smile creased his face. The item that had saved him was Scootaloo's lucky charm. He knew that it had saved him when he was forgetting what was important, but he never knew it could physically protect him.

"That charm had a powerful spell weaved into it. It can create a force field powerful enough to stop nearly any attack and it has the power to keep one going, even to stop fatal wounds from killing. It saved you from Morgaine's blade, keeping you alive even after you were impaled. It's also extremely lucky," explained Fate. Bruce slowly looked up at him.

"What powers it?"

"Love, Bruce. That charm can only work when it is given by one person to another. If someone was to take it from you, its power would not benefit them. The magic only works for whom the charm was given to and the strength of the spell is dependent on the feelings of the previous owner. Scootaloo must really care for you." Bruce head snapped over to look at Fate who had a small smile on his face.

"I'm sorry, but in order to find out what ailed you, I had to go into yours and Morgaine's mind. I erased her memories of the entire event. She believes that after her first portal failed that you captured her and put her in prison." Seeing that Bruce wasn't convinced, he added, "I only looked into the time you were there. Not a day farther." Bruce gave him a glare, but turned his attention back to the charm. Scootaloo. What had happened to her since his "demise"? He painfully realized that he had left her alone in her world once again and to make it worse she believed he was dead. She must be in agony. He had to fix that.

"Can you send me back," he winced, getting up off the bed. Fate shook his head.

"A magical barrier encompasses that world, making all other forms of entry impossible. With another dimensional stone? Yes, I could. Currently? No." Bruce swore to himself and let out a sigh. He was worried about her, but he knew how tough she was. She would remain strong and continue to live. That he knew for a fact. Bruce looked at Fate and decided that it was time to go home.

"Take me back to Gotham." Fate raised an eyebrow.

"In your current condition, I'd recommend at least five weeks recovery time; if you're lucky. And..."

"And?"

Fate sighed. "And I suppose Gotham has been without you long enough," he relented, starting the incantations for teleportation. Bruce took one last look at the charm before diving back into his Batman persona.

=====------======

Ponyville.

"Are you sure that you don't want to stay?" Twilight asked Trixie. Trixie gave her a sad smile and shook her head.

"I'm sorry, but I cannot stay. I must go."

"Why?" Trixie lowered her head slightly.

"I made a mistake; a mistake which cost some ponies their homes, family and even their lives. I have a lot of damage to repair. I need to start as soon as possible," Trixie said sadly. Then she gave a small smirk. "Also, it wouldn't do well for Ponyville to have two powerful unicorns living in it. Heaven knows how they put up with you."

"Ha ha," Twilight responded in mock laughter. She and Trixie stared at each other angrily until they both cracked up.

"Are you sure I can't convince you to stay?" Twilight tried one last time.

"I must go. And it seems that the rest of Ponyville doesn't feel the same way as you do," she sighed, pointing a hoof behind Twilight. Twilight turned to find some of the ponies glaring at Trixie, hate gleaming in their eyes. Twilight shook her head.

"They’re just angry. They'll eventually get over it."

"I messed up. I tried to overthrow Celestia and put a...tyrant...on the throne. They have every right to hate me," she whispered. twilight put a hoof on her shoulder.

"But that wasn't your fault! All you wanted was to be loved and Morgaine was the only one who did. Even I would blindly follow someone like that Plus, you joined us in the end! Without you, we all would've died! "

"That maybe, but I must-."

"But think of all the magic that we could learn. The two of us could discover the most amazing spells and-"

"Sparkle," Trixie whispered. Twilight stopped talking and listened.

"This is something I must do. For their sakes, as well as my own. But thank you for your offer," Trixie said with a smile, backing up. Her horn began to glow with power and she closed her eyes.

"Maybe one day our paths will cross again, Twilight," she said. Twilight's face lit up with surprise.

"You called me Twilight."

Trixie smiled. "That I did." And in a flash of light, she was gone. Twilight gazed sadly at the spot where Trixie had vanished. She felt nothing but sorrow for her "mortal enemy." After everything she did and all that had happened to her, she was going to try and make up for her mistakes. But Twilight was also afraid that what Trixie said was true. Maybe the ponies would never truly forgive her. Only time would tell.

Twilight turned around and looked over towards Sugarcube Corners. Pinkie had asked for her to meet her there after saying goodbye to Trixie. With a bit of magic, Twilight was quickly over at the corner. She opened the door and found party items flung about everywhere. as she stared in amazement at the mess, Pinkie came out from behind the counter.

"Oh, hi Twilight, she said with a small smile. Twilight returned the smile.

"Hey, Pinkie, what's up? You said you needed my help for something."

"Yeah, I want you to levitate these party things to the barn," she grumbled, stuffing as much Party stuff as she could into her cannon. Twilight raised an eyebrow.

"Why the barn? What are you planning?"

"A party," Pinkie responded, stuffing at least ten cakes into her cannon. Twilights eyes widened in shock.

"A party? So soon after Batman's death?! Pinkie what are you-"

"I Pinkie promised that if we got out of Canterlot alive, I would throw Batman a farewell party," she whispered. "And he made sure we got out alive." Twilight went from surprised to sad in a fraction of a second. She wrapped one hoof around Pinkie's shoulder.

"Alright Pinkie, let's give Batman the best farewell party he's ever received."

Pinkie giggled. "It'll probably be the only one he's every received." Even Twilight let out a small laugh at that.

"Yeah, you're probably right." And the two friends walked towards the barn, spirits slightly raised.

=======------=======

Batcave. One month later

Batman watched the streets of Gotham through the Batcomputer. Ever camera, every phone; all of them eyes and ears for him. Normally he'd be assessing ever detail, but tonight his mind was else ware. He had just returned from foiling Zsasz attempt at a triple homicide and had beaten Two Face and his goons into submission while they were trying to rob a bank. While this would have used to bring him a sense of joy and satisfaction, tonight he felt nothing. His mind kept wandering back to Scootaloo and wondering how she was doing. He held her charm in his hand, the one promise he never kept. He hadn't even said goodbye He placed the charm in his belt with a sigh and turned around.

"You know you can't sneak up on me," he called into the cave. Half a second later, a red and blue blur stopped right in front of him. Superman.

"What do you want?" Batman growled, turning back to the computer. Superman chuckled.

"Good to see you too. Just thought I'd drop by and say hello."

"You did. Now leave."

Superman sighed. He grabbed the back of Batman's chair and spun him around to face him.

"Batman look, you've been gone for a month in a world no one's ever heard of. Something happened to you while you were there. You're...distant. You look as if you're missing something, like a piece of you was stolen during that time. You use to only live for your work, but now... So what was it?" Batman glared into Superman's eyes, giving him the message that he wasn't talking. Superman let go of Batman's chair and started to head out.

"Before I go, can you at least tell me what it was like there?" Batman leaned back in his chair and closed his eyes.

"At first I thought that I had finally gone to hell. After spending some more time there, I believed I did something to offend a god and that I was in a different version of purgatory. But all in all...it wasn't that bad," he muttered. Superman gave him a small smile.

"Well, I got you a welcome back present," Superman said, tossing Batman a package. Batman raised an eyebrow at him and slowly opened the package.

"I got it off of some criminal claiming to be a dimensional traveler. He was trying to use that to break into another reality. After I brought him down, I picked that up. Figured you'd like it." Batman's eyes widened when he finished unwrapping the present. Sitting in his left hand was another dimensional stone. Even though his face showed no emotion, Superman could tell he was shocked.

"Say hi to them for me," he said with a grin, before taking off. Batman watched him leave before turning to the computer.

"Robin, do you read?" Batman asked.

"Yeah I read you. What's up?" Robin responded through his transmitter.

"Cover for me. I'm going to be gone a day."

"You just got back. Where are you heading this time?"

Batman pulled the charm out of his belt.

"To keep a promise.

=======++++++++=======

Ponyville Cemetery.

The bright sunny day seemed to mock the emotions that ravaged Scootaloo's heart. She walked silently and alone through the rows of the dead, never once taking her eyes off her destination. She had something that she had always wanted to say to Batman, but now speaking to his memorial was going to be the best she could get. She looked up at the statue, looking upon how everypony else saw Batman. A hero, a champion of justice; one who would never yield. But she knew that what they said about him was only half true. She remembered the other side of him, the side he never showed to any pony but her. She had seen him doubt himself, unsure if he could really accomplish his goals. She had seen his comical side, like when he drove Pinkie crazy escaping her parties. And then there was his compassionate side, the side of him that told Batman to take a parentless filly under his dark wing and show her that the world wasn't that bad. Scootaloo sighed and looked at the ground.

"Hi, Batman. I know it's been awhile since I last came to talk, but a lot has been going on," she whispered to the statue. The unmoving marble did not reply, but she continued anyway.

"Ponies are still trying to get over your...leaving us. There hasn't been as much laughter anymore, but I'd know what you'd say. That as long as you died fighting against evil, you'd have no regret. That we should just simply move on. But...but that doesn’t help the pain," she choked out. She could feel the tears coming on, but she refused to cry. Regaining her composure, she tried to continue.

"Pinkie threw you the mother of all sendoff parties about a month ago. Even though I wasn't ready, I needed to say...goodbye. It wasn't one of her more cheerful parties, but I honestly think that it was one that needed to be given. You deserved it." Scootaloo looked over at Ponyville, where she could see all the ponies just beginning to wake up from the night. That reminded her of something.

"Luna's started calling her guards her Dark Knight's now, in memory of you. I know the two of you didn't see eye to eye, but it was nice of her to try and remember you in some way," she said. Then a small smile broke out on her face. "Oh yeah, we changed our group name from the Cutie Mark Crusaders to the Cutie Mark Caped Crusaders just the other day. We have capes that look like yours now, to remember you. Sweetie Belle even used some of Rarity's most prized black silk to make it. You should have seen Rarity's face. But after learning that she planned to make little bat capes out of it, Rarity actually helped her make them."

Scootaloo broke off here, preparing herself for what she was going to say next. A cloud flew lazily drifted in front of the rising sun, casting it's shadow over the cemetery. The darkness matched how Scootaloo's heart now felt.

"I never got to say...thank you. Not for saving me from the Timberwolves or for saving Equestria, but...for saving me," she slowly began, fighting to keep her tears back. "I was in a dark place after the death of my parents. Trapped in the darkness that is sorrow. Others from the light, those who had never experienced true pain tried to help me. So I put on a mask, the mask of a carefree filly that liked to get into trouble, but in reality I was still in pain. It got darker and darker as the years passed, to the point where I could barely see any light. I was alone." she sniffled and tears began to escape from her eyes.

"But then you showed up. Some pony who understood my pain and instead of telling me to get over it, you taught me how to live with it. You told me instead of remembering my parents for their deaths, remember them for how much I loved and cared about them. I find it a little funny that it took some pony from the dark to help me as well." Scootaloo was completely crying now, not even trying to fight back the tears. She struggled to get out the rest of her emotions.

"You brought me out of that darkness. You gave me a new sense of hope. You gave me another father. And for that, I say..."

"Thank you." Scootaloo lowered her head and cried softly to herself.

The cloud finally drifted out of the suns path, allowing it's warmth to one again spread over the cemetery. Light touched everywhere except the statue of Batman and Scootaloo, where a shadow was still being cast. Scootaloo took moment to notice the shadow. She looked up at the sky to find that there were no clouds covering the sun. She looked back down at the shadow in confusion. Then her eyes slowly widened, realizing what she was looking at. It was a shadow, a shadow that she knew well.

It was the shadow of a giant bat.

Author's Note

And It's finally over. Thanks to everypony who read the story and I hope you enjoyed it. I know I did. If you enjoyed this one, be on the lookout for my next story. i may post it soon. Till then, adios.

A Universal Catastrophe

Equestria.

"Oh, hurry up girls. Twilight and Spike will be back from Canterlot at any given moment." An excited pink pony hopped up and down in place at the Ponyville Railway Station," and I Pinkie promised them that we'd be here to welcome them home."

"Geez, Pinkie, can't you sit still for even a minute?" A blue pegasus with a rainbow mane groaned. Rainbow Dashes’ patience with Pinkie Pie was beginning to wear thin. "We've been standing here for forty minutes. When is the train going to arrive? Fluttershy, you have any idea?"

Turning towards her friend, the light yellow pegasus hid behind her mane." N-no, I r-really don't remember when the train was supposed to arrive. Sorry," she responded meekly.

"Well, this is just great. Applejack is off delivering apples to the Cakes, and Rarity is off making a whole new line of dresses for Fancy Pants. And what do I get stuck doing? Waiting for a train that's never gon-"

WWWWWHHHHHOOOOOOOOOOWHHHHOOOO!

All three friends turned towards the sound of the whistle. A train was making its way into the station. “Finally," muttered Rainbow. As the train came to a stop, a purple unicorn stepped out onto the platform. Her name was Twilight Sparkle, and she was Princess Celestia's number one student. Beside her was a little purple dragon, named Spike, who was Twilight's self-proclaimed number one assistant. The unicorn barely had time to take in a breath before a wall of pink slammed into her.

"TWILIGHT!" yelled Pinkie Pie in delight at her friend's return. Placing Twilight in one of her bear hugs, she proceeded to find out all that happened..."Ohmygoshimissedyousomuchdidyoumissme?"

"YES...Pinkie...I...missed...you..." Twilight gasped out. Pinkie, taking the hint, released her hug. Twilight fell to the floor breathing heavily. "It’s good to see you all again. Wait, where's Applejack and Rarity?"

"Meh, those two are off working as usual," Rainbow responded.

"G-good to see you again Twilight. How are you and Spike?" Fluttershy asked.

"We're doing fine, but Spike has been a bit difficult."

"Difficult how?"

"Well, when we were at the Canterlot Royal Library, I took upon myself to help alphabetize the place. So naturally, a few minutes in, Spike starts complaining about how bored he is. So I told him to go find a book to read, and so he did," Twilight groaned.

"That doesn't seem all that bad," commented Rainbow.

"Yes, but the problem is he hasn't put it down all weekend," Twilight sighed, “He’s read that thing cover to cover at least three times. He's even reading it right now!"

As all four ponies turned to look at Spike, who had his nose buried in the book's pages, he took no notice of them. His eyes hungrily devoured each word. When he looked up for a second, he was surprised to see the ponies staring at him.

"What? It's a good book!" he offered.

"So, mister bookworm, what's it about?" poked Rainbow.

"It's incredible! Lyra just released it. It's a continuation of her other stories, but in this one, some of the humans have incredible powers. Some fly, others have super strength. I'm pretty sure one of them can wipe out an entire planet if he gets mad enough. All the characters are awesome!" Spike let out a little laugh at the end, clutching the book to his chest.

"Um, Spike, there are no such things as super beings," lectured Twilight, "They’re just creations from the mind of a pony, nothing more than stories designed to tell a good tale."

"Unless you count me as one," Rainbow proclaimed, jumping into the air, posing.

"OH, is there a hero who creates parties? How about one that has cupcake vision? What about one that eats a cake and goes super-fast? We can call him 'Sugar Rush'," Pinkie would have gone on for hours if Twilight hadn't interrupted.

"Girls, I know you like this idea, but believe me, there are no creatures that put on a cape and tights, and fly around fighting crime. It's just a story. Now let's go home."

As the ponies turned to leave, a certain dragon stopped for a second. Looking at the book, he sighed, and then gazed up at the sky, a smile crossing his face.

"I know it's not real, but still, I’d like to meet a hero, maybe the greatest of them all. Twilight, wait for me!"

Unknown to Spike however, his wish would come true very soon.

In another universe.

Batman barely managed to throw himself out of the way of the dark sorceress' magical blast. Going from somersault to handstand, he recovered by landing on his feet. Spinning around, he turned to face his adversary. The sorceress was Morgaine Le Fay, one of the most powerful magical beings in the universe and owner of one portal to hell. Batman quickly threw three batarangs from his hand aimed straight for the sorceress. She chuckled as a magical barrier sprung up between her and the projectiles, knocking them away. Snarling, Batman tossed a batarang left and a freeze grenade high. Morgaine simply teleported herself back a few feet to dodge the two projectiles. Scoffing at his efforts, she began to taunt the Dark Knight.

"Batman, I'm disappointed in you. I was hoping you'd actually be a challenge, but by yourself, you are nothing."

"Morgaine!" Batman yelled, "Either close the portal yourself or I'll make you!"

"How, Dark Knight?" she replied, "My portal is almost complete. And when it is, I will be able to pull the greatest warriors who ever lived from the depths of hell and use their might to conquer this and any other world. How do plan on stopping me alone?"

"Who said I'm alone?"

Just as Batman said this, a blast of fire hit Morgaine in the back. Screaming as her magic struggled to heal the wound, she looked behind her in an attempt to find her attacker. Then she saw the demon standing on one of the gargoyles. He was a demon she knew well.

"So, Etrigan is with you, is he? No matter, neither of you can stop me!" Morgaine lifted both hands into the air, causing bolts of magic to attack her opponents. Etrigan got out of the way of all of them, but one managed to hit Batman squarely in the chest. Etrigan watched in horror as magical energy surged through Batman, but to his surprise, Batman began moving. Raising both arms over his head, he swung them to his side, forcing the magic to dispel.

"How?" Morgaine mouthed in confusion.

"Do you honestly think I'd go after one of the most powerful sorceresses in the multiverse without some trump card?" Batman replied dryly, "My suit channels magical energy through it and then releases it in a small burst. And I also have these."

Batman whipped out two more batarangs and threw them at Morgan. This time when her shields went up, the batarangs sliced through the magical barrier, catching her on the side of the head. Etrigan stared in awe as the 'rangs returned to their owner.

"Of course," he stated, "You made batarangs out of anti-source. That is one of the few items that..."

"...can disrupt the magic of any magical being for a time," Batman responded with a thin smile. Before he could prepare his next move, the entire temple began to shake as the portal began nearing completion.

"YOU'RE TOO LATE!" Morgaine shrieked in triumph, staggering to her feet, "The portal is open. Now the demons of hell shall conquer your land."

Etrigan and Batman charged at the sorceress, who in return fired two pulses of magic at them. This time Batman got out of the way, whereas Etrigan took a blast to the face. Batman closed the distance and began using his years of martial arts training on the sorceress--punches, kicks, chops, roundhouses. Slowly but surely, Batman pushed Morgaine Le Fay towards the portal entrance. Then he noticed what was powering the whole portal--a dimensional stone. Stones, according to Dr. Fate, that could open portals to almost anywhere and anywhen.

'So that's the source of this chaos', he thought, tossing a smoke pellet at their feet. With Morgaine temporarily blinded, he then let loose one of the anti-rangs towards the stone.

"NO!" Morgaine shouted, unleashing her magic to try and stop it. But as the device sliced through each of her defense spells, it connected with the stone. The resulting effect caused the stone to crack and the portal began to waver. The entire temple began coming down around them as the sorceress and Dark Knight continued battling.

"YOU FOOL!" She cried, "The portal is now unstable! If I do not fix it, we could both be sucked into any dimension in the multiverse!"

"And let you summon your army of darkness on the world? I'll take my chances with the multiverse," Batman retorted.

Morgaine screamed as she lunged at Batman, who responded by bringing his fist back, cocking it for an uppercut. Before either connected, the portal gave way, shrouding the two in a brilliant light. An incredible white flash filled the room covering the stone, Batman, and Le Fay. After the blinding flash died down, Etrigan slowly woke up. Rubbing his head, he looked around at the now empty chamber.

"Batman?"

Equestria.

Batman slowly began to wake up, slowly becoming aware of his surroundings. As feeling began to flow throughout his body, he tried to collect his thoughts. "Ugh, what happened? I remember fighting Morgaine Le Fay, the stone going out of control, the white flash and then..." Batman tried to get to his feet when he realized something. He had hooves. Looking quickly at the rest of his body, he realized he was a small horse.

"No," he muttered. "NNNNNOOOOOOOOOOO!!!!"

With a start, Batman woke up again. Quickly examining himself, he saw his body was the way it should be. Hands with five fingers, feet, and most importantly, he still had his bat suit and gadgets on him. With a sigh of relief, the Dark Knight looked around. He was in a green field with a city off in the distance. All around him was grass and rolling hills, with a worn path to the side. Looking up he noticed the sun was just about to rise for the morning. Turning his head the other way, he was surprised when he saw the moon in a different location. It was still high in the sky. Batman just shook his head.

"I must've hit my head," he muttered.

Picking himself up, he began to walk towards the city. When he was within two miles of it, he saw a sign. Looking at it, he shook his head again and continued walking.

"Yep, I really did hit my head."

The sign read, "Welcome to Manehatten."

First try at a crossover fic. Please rate and review.
Again this is based on the Arkham Batman with a few personal designs for the suit and gadgets.
Thank for reading.

Place Your Bets

Ponyville.

"All unicorns, OPEN FIRE!" Shining Armor yelled to his troops, who proceeded to barrage the monster with magic bursts. Instead of hurting Solomon Grundy, he began to grow and get stronger. The magic the unicorns were attacking him with actually increased his power. Grundy responded to their attack by lifting a cart over his head and hurling it towards the troops. Three of the guards managed to dodge the cart, but one unfortunate pony did not. There was a sickening CRUNCH as the cart smashed into the guard. The cart splintered from the force of the impact and the guard didn't get up.

The ponies of Ponyville were in full panic mode, complete with screaming and running around aimlessly. Amidst the chaos, Twilight and her friends tried to evacuate the fleeing ponies. Twilight had sent Spike with the ponies to help lead them to safety. She turned to where her brother and his guards were battling the creature. It shrugged off magic, spears, being tackled; even Shining's most powerful spell did nothing. She watched in horror as it tossed a guard through the side of a building.

Unable to watch the carnage continue, Twilight yelled out to her friends to circle up. When her friends had joined her, Twilight began to explain her plan.

"Okay girls, we're bringing that monster down. Applejack, I want you to lasso its feet. Trip the big guy up."

"Can do," replied AJ.

"Rainbow, you hit it hard and hit it fast. Don't give it a chance to recover."

"On it, chief," Rainbow saluted.

"Pinkie, keep it distracted, but do not let it catch you."

"Okey-dokie-lokie."

"Rarity, Fluttershy, you two continue to evacuate. We can't let anypony else get hurt."

"Right." they both said.

"Alright, let's show this beast what happens when you mess with Equestrian girls!" Twilight shouted before charging at the creature. The other girls yelled and followed her. Applejack tossed her rope around one of the creature’s legs and started to circle it. While she did that, Pinkie threw cake into its face, keeping it blinded. Rainbow Dash flew up high and came back down with a hoof to the head. Grundy stumbled and got caught in Applejack's rope, tripping him and bringing the behemoth down. The girls cheered at their victory, until it began its story.

"Solomon Grundy, born on a Monday." Grundy snapped the rope binding his feet and stood back up.

"Impossible, that was an Apple triple knot. Nothin' can escape that!" Applejack said in disbelief.

"Rainbow, hit him again!" Twilight ordered.

"Here I come, big guy!" Rainbow exclaimed, charging at Grundy.

"Christened on Tuesday." Grundy caught Rainbow out of the air and tossed her half-way across the town. She landed with a thud on top of a vendors stand.

"Rainbow!" cried out Twilight, "AJ, lasso him!"

"Come her, varmint!" Applejack exclaimed, tossing her lasso around Grundy's neck.

"Married on Wednesday." Grundy grabbed her rope and pulled, yanking Applejack straight towards him. He swung the rope around a few times, with AJ still holding on, before he let and watched the pony sail across the sky. AJ was lucky to land in a bush, even though she was knocked unconscious.

"Applejack!" Twilight yelled. Hearing a roar, Twilight spun around to watch a group of guards try to mount some offense against Grundy. He responded with a huge stomp that crushed two guards under his foot, while the other two fled. About ninety percent of the Royal Guard had been brought down by the monster.

"Twilight!" Shining yelled, running up to his sister, "It's too dangerous to stay here, we have to evacuate!"

"Took ill on Thursday."

"Twilight, look out!" Shining cried, pushing his sister out of the way as a jackhammer like punch connected with his side, launching him across the ground. As Twilight rushed to her brother's side, Pinkie got very angry. She rushed up to Grundy and looked him right in the eye.

"Now you listen her, you big, mean bully. I don't like the way you've been hurting my friends. I have half a mind to-"

"Grew worse on Friday." Grundy grabbed Pinkie around her neck and launched her into a wall. She collapsed on the ground, out cold.

"Died on Saturday." Grundy muttered, turning to face the last five guards. Being the brave ponies that they were, they stood in front of Grundy so the rest of the ponies behind them could escape. As Grundy lurched slowly up to them, one stuck his spear into Grundy's chest. All that did was make him angry.

"Buried on Sunday." Grundy punted the remaining guards through the wall of Carousel Boutique, finishing them. He looked around and saw Twilight trying to get her brother to stand. He headed her way.

Twilight was crying. She had watched as Shining Armor and the entire Royal Guard, along with her friends, had been decimated. All she could do was try to get Shining to his hooves and away from the creature. A shadow fell over Twilight and she turned to see Grundy standing over her.

"This was the end," Grundy began, raising a fist over his head. Twilight closed her eyes and waited.

"OF SOLOMON GRUNDY!" Grundy yelled, swinging his fist down. Twilight braced herself for the impact. Instead of the sound of her bones breaking, she heard a loud grunt, followed by Grundy roaring in anger. She slowly opened her eyes, which then snapped open in shock. A figure was standing over her, holding Grundy's fist above its head, slowly lifting it.

The creature that saved her was the giant bat.

'Grundy's even stronger than last time,' Batman thought to himself.

He had arrived in time to stop Grundy from killing Twilight and a white unicorn, but looking around the area he knew he'd been too late to save everyone. Grundy took a few steps back, clutching his heart, remembering what happened the last time him and Batman tangoed. Batman took a quick look behind him. Twilight hadn't moved, instead was staring at him in disbelief.

"What are you doing? RUN!" Batman yelled at her. His voice snapped her out of her trance. She used her magic to lift Shining Armor to her side and moved him away from the battlefield. Batman turned back to face Grundy, who had torn out a chunk of a wall and hurled it towards Batman. He rolled out of the way and bolted towards Grundy. Grundy swung a massive hand at Batman, who slid between Grundy's legs, applying explosive gel to some "tender areas." Batman rolled back to his feet and detonated the gel. The explosion caused Grundy to stagger, but he remained standing. Batman watched with dread as magic began to heal Grundy's wounds.

'Great, he probably gets stronger with magic and I bet these horses were giving him what he wanted. This is not good.'

Grundy lunged at Batman in an uncharacteristic burst of speed. Batman tried to roll out of the way, but Grundy caught his cape. Lifting Batman over his head, Grundy tossed him into the side of a building. Hard. The wall collapsed as Batman collided with it, burying him. With a grunt, he tossed off the chunk of wall that was on top of him.

'I can't fight him head on. I need a plan.' Batman activated detective vision and began to survey the area, hoping to find something of use. Instead of something of use, he saw the bodies of horses lying everywhere, the price of him being slow. When he dodged another charge by Grundy, Batman saw something on Grundy that didn't belong. The dimensional stone was lodged into his chest, right in the center. If Batman remembered correctly, there was only one sorceress he knew with a stone like that. The dimensional stone was probably how Grundy got here and if he destroyed it, there was the chance it would send him back.

'So Morgaine's behind this attack. Grundy was probably sent here to kill me. She's going to be disappointed.' Batman let three batarangs fly from his hand, each of them slashing Grundy across his eyes. While he was blinded, Batman pulled out his bat claw and fired it into Grundy's chest, grabbing onto the stone. He yanked hard, feeling the stone beginning to give, until Grundy grabbed his line and pulled. Unlike Applejack, when Batman was yanked through the air, he responded with two boots in Grundy's face.

Grundy groaned and staggered back, giving Batman the opportunity to unleash his beat down. A barrage of hammer like punches and kicks rocked Grundy, pushing him back, until Grundy caught one of his punches. Grundy swung Batman over his head and smashed him into the ground, knocking the wind out of the bat. Grundy repeated the move three times before tossing Batman away. Batman hit the ground and rolled, coming to a stop twenty feet from Grundy. He slowly brought himself to his feet, aching all over. He was lucky nothing had been broken.

Turning to face Grundy, Batman prepared his next move. Grundy was stronger, bigger and now faster than Batman. He would have to rely on the only advantage he had left; his mind. Backing himself against the side of a building, Batman placed explosive gel on the wall. He then waited until Grundy charged before making his move. Diving out of Grundy's path, he detonated the gel. The explosion stunned Grundy while bringing the wall down on him at the same time.

'That bought me a minute. Now what?'

Rarity and Fluttershy had finished helping the ponies of Ponyville evacuate and had returned to help their friends in the battle. Running through the deserted streets, the two friends stumbled upon Rainbow Dash passed out on top of a carrot stand. The two of them helped Rainbow to her hooves and the three proceeded to talk and run.

"What happened darling? You look awful?" Rarity asked.

"The big guy got a lucky shot in on me. Next time, it'll be different."

"What about Twilight, Pinkie and Applejack?" Fluttershy asked, concerned greatly for her friends safety.

"I'm sure they're..." Rainbow's voice faltered as she saw Applejack laying unconscious in a bush. The three of them dragged her out and spent a moment waking her up. When she was awake and able to stand, the four of them took off for the battlefield.

"The big guy tossed me like a ragdoll," Applejack said, ashamed of herself, "I don't know what happened to Pinkie or Twilight."

They found out what had happened to Pinkie a minute later. Seeing their friend KO'd by the side of a ruined building, they rushed over and the four had to wake her up as well. She had really been knocked for a loop.

"The big meanie threw me into the mean wall. No, I don't know what happened to Twilight or her brother, but we've got to find them!" Pinkie exclaimed answering their questions the best she could.

A roar from down the street drew their attentionand they raced towards it. Each of the ponies assumed that Twilight was still battling Grundy, trying to save everypony. When they reached the combatants, the answer couldn't have surprised them more. The bat from earlier was locked in combat with Grundy, neither side seeming to have an advantage. They watched the bat deliver hammer like blows to Grundy, only to be swatted away by the bigger monster. The bat fired electricity from some weird device which stunned Grundy when it connected, but that only seemed to enrage the beast.

The five friends weren't sure they believed what they were seeing. The bat, the creature that had beat them all with ease, was barely holding its own against the beast that called itself Grundy. No matter who won this battle, the loser would be Ponyville. At the moment though, Grundy was the biggest threat and needed to be brought down, so with a yell, Rainbow charged back into the battle.

Batman threw a vicious uppercut to Grundy's jaw, staggering him. He then had to throw himself out of the way of a massive right hand. Grundy's left arm smacked him in the side and sent Batman sprawling. As Batman rose groggily to his knees, a massive shadow loomed over him. With enough sense to roll to the side, he managed to avoid a curb stomp. Standing back up, he watched as Grundy began to lumber towards him, hatred gleaming in his eyes. What happened next was so sudden it startled the both of them.

A rainbow-colored blur slammed into Grundy's stomach, knocking the wind out of him. Batman recognized the pegasus instantly. Rainbow Dash, the horse he had battled earlier that day, had delivered a heavy shot to Grundy. Not wanting to miss this chance, Batman followed up with a drop kick to the gut which brought Grundy to his knees. With his great strength, Grundy managed a charge towards Batman, who rolled out of the way. Before Grundy could stop, he ran through the wall of a house, bringing it down on top of himself. Believing she had won, Rainbow began to celebrate.

"Yeah, that'll show you not to mess with me!" She did multiple poses in the air, ranting about how great she was.

"Good going, Rainbow," AJ said, as the other four came down to congratulate her, each of them a horse Batman had fought earlier that day, "You sure showed him."

"Yeah, you were like all 'kick to the gut!' and he was like 'arrrrgggghhhhh!'. It was AWSOME!" Pinkie yelled happily.

"If you think that will keep him down, you're all bigger fools than I thought," Batman said. The five horses turned to face him as he looked around for something to keep Grundy down for good. Looking at the tree house to his left, his eyes rested upon a lightning rod. Looking back at the two pegasi, he began to formulate a plan.

"How fast can you two get thunder clouds here?" He asked Rainbow and Fluttershy. The two looked at each other before Rainbow answered.

"Maybe a few minutes, but why..."

"I need a thunder storm and you pegasi can move the clouds here. Make it a storm, a big storm."

"And just why should we listen to you?" Rainbow asked defiantly. All of the ponies jumped as Grundy began to lift the rubble off his back, slowly getting to his feet.

"Why? Because you don't have a choice," Batman answered before re-engaging Grundy. Rainbow Dash and Fluttershy exchanged another worried glance before the both of them took to the sky and began to gather thunderclouds. Applejack, Rarity and Pinkie Pie decided to go look for Twilight, knowing they'd need her help. As the ponies headed off to their assignments, Batman continued his battle with Grundy. With each blow and dodge, Batman slowly moved Grundy closer to the lightning-rod. After a few minutes of battle, they reached the tree.

Only when the two of them were right next to the rod did Batman take a chance to look up. The storm clouds were already building, with two pegasi flying back and forth placing more clouds into the storm. The distraction allowed Grundy to get close and grab Batman's left arm, lifting him in the air before grabbing his right. With both arms trapped, Grundy began to pull, planning to rip the Dark Knight in half. That was until a brick hit him in the back of his head. Dropping Batman and turning around, he saw four ponies, Applejack, Rarity, Pinkie, and Twilight.

Her friends had found her in Ponyville hospital, pacing the lobby, worried sick about her brother. They filled her in as quickly as they could and she had teleported them back to the battlefield. Twilight still didn't understand why the bat had helped her, but at the moment, they needed to bring down Grundy.Twilight looked at the lightning rod and then at the building storm, instantly realizing the bats plan.

"Applejack, when he gets close enough, tie Grundy to the rod. Pinkie, use your cannon to push him towards it. Same goes for you Rarity. Use your gems. I'll will check up on the bat."

"Right," they all said.

As Pinkie and Rarity began to fire on Grundy, Twilight ran over to Batman. He was pretty banged up and breathing heavily. She wasn't really sure what to do, but Batman asked a question before she could speak.

"How did you figure out my plan?"

"Oh, um, when I saw the storm clouds and the lighting rod, it was pretty easy to follow." Twilight said nervously.

"Maybe you aren't so dense after all," he muttered, getting back to his feet. The pony looked at him in surprise before turning her attention back to Grundy.

Grundy roared in rage as the combined effort of Rarity and Pinkie Pie had forced him to back up against the poll. The moment he touched it, Applejack let three ropes fly, tying him tightly to the rod.

"Rainbow, bring the thunder!" Twilight yelled up at her friend. With a salute, Rainbow kicked the giant thunder cloud, causing a huge bolt of lightning down straight onto the lightning rod. Grundy roared in pain as the electricity flooded his body, burning his clothed and most of his skin off. While the horses gasped at what was happening to him, Batman quickly sprayed explosive gel onto his right fist and charged at Grundy. The ropes had been burned away by the lightning, causing Grundy to fall to his knees. He could barely look up as Batman drove his right fist into the stone embedded in his chest, triggering the gel.

A massive explosion tossed Batman away from Grundy. The stone shattered from the force of the explosion, completely destroying it. Without the stone to keep him tied to Equestria, Grundy began to fade away. The ponies watched in disbelief as the monster simply vanished into thin air. Batman struggled to his feet, clutching his arm. Looking at his right gauntlet, it was fried from the explosion, but his hand and arm were fine.

With Grundy gone, Batman and the ponies took a minute to look around the destroyed town. The buildings closet to the center were completely leveled, as well as any landmarks. The mayor's building was rubble and the Carousel Boutique had a huge hole in it. The bodies of the guards and some of the citizens were hard to look at, but the threat was gone. Batman turned to face the horses that had helped him. With a frown, he came to a conclusion he didn't like. Without their help, he may not have been able to beat Grundy. Should he ask for their help? Tracking morgaine while dodging the guards would be difficult. It might be for the best.... Before he could finish his thought, a blast of magic hit him in the back, rocketing him across the ground.

Princess Luna had returned.

A Cracked Reflections Still a Reflection

Temple of Reflection.

The door to the temple creaked open as the six ponies and one bat entered. The temple door was similar to the last one, allowing Batman to open it with ease. The temple inside was not what the ponies or Batman were expecting. The room was filled with warped crystals, cracked mirrors and a pond in the center of the large chamber. Rarity raced right over to one of the crystals and began to swoon over it, while the rest of them explored the chamber. On the other side was another door, with a riddle written in ancient Equestrian.

"Well, Twilight, what does it say?" Rainbow asked.

"Hold on, I think it says 'To open this door, you must face yourself, in a battle without friend or help. And while some reflections may allure, the one for you must be pure'." Twilight shook her head in confusion.

"And just what the hay is that supposed t' mean?" Applejack asked.

"It means we must find a reflection of ourselves that is perfect," Rarity said. Everypony looked at her with a questioning glance. "Oh come on, it's about mirrors, of course I'd know something about it," she said.

"Well, you heard her. Let's look for the best reflection." The ponies spread out while Batman sat down in front of the pond. Twilight walked in front of a giant crystal, which reflected her as a massive mare. Twilight backed away.

"Okay, it's not this one!" she called out. Pinkie stood in front of a mirror that showed her with her mane flat and her eyes dangerous. She laughed at the image, knowing that this wasn't her.

"It's not this one!" she yelled with a smile, bounding over to another mirror. Rainbow found a particular crystal that offended her. In the reflection, she was a tiny filly with short wings that couldn't fly. Batman, who was watching all of the ponies, took note of who she looked like.

"This is pointless," Rainbow growled, breaking the crystal with a kick. "It could be any one of these stupid mirrors or crystals and there are hundreds of them! We'll be here forever."

Fluttershy had just finished looking at a version of her that was dark and cruel, before she saw Batman meditating by the water. She walked over to him, curious as to his thoughts.

"Um, Batman, what do you think?" she asked quietly.

"I was hoping that you could figure it out without me," he sighed. "When the rest of them give up, I'll show you the answer."

"You mean you already figured it out?" Fluttershy asked surprised. Batman gave a thin smile.

"The solution is obvious." Fluttershy sat down next to him.

"Can you show me how you figured it out?"

"Look around at the chamber. What do you see?"

"I see broken mirrors and weird crystals," she answered. Batman nodded.

"Now then, what did you see when you looked into the mirrors or crystals?"

"I saw a reflection of myself, but it wasn't me," Fluttershy answered, slowly beginning to get what he was hinting at. "It wasn't the real me."

"Correct. The crystals and mirrors didn't show you your natural self because they are not natural," he explained like a teacher, while Fluttershy listened like a student. "Mirrors can be fixed to show you something else and crystals can be warped to give an odd image." Then he faced forward. "Only one thing in this room will show you your true self."

Fluttershy thought about what he said, trying to put the pieces together. Then, like the last piece of a puzzle becoming clear, the answer came to her.

"The pond," she whispered. Batman nodded.

"Girls, I figured it out! The pond is the real mirror!" she yelled out. All the other ponies raced up to the pond.

"Are you sure?" Twilight asked, looking at her refection in the pond. "It just looks like a-AAAAHHHHHH!" Twilight scrambled away from the pond as her reflection began to climb out of it. The reflection looked exactly the same as Twilight in every way, except that it was ready for battle.

"W-what's going on?" Twilight stammered, staring at herself.

"You have to beat yourself," Batman said. "Remember?"

"R-right, well, I guess I can do this," she said nervously. The reflection and Twilight stared at each other for a minute before both attacked. Twilight launched a magic blast at her reflection, which easily side stepped it. The reflection levitated some shards of glass and flung the glass at Twilight. Twilight barely managed to get a barrier in front of her before the glass hit. The glass shattered against the barrier, but the force of the impact still knocked Twilight onto her back.

She quickly got to her hooves and started firing off blasts in a rapid succession, but her reflection just ducked and dodged out of the way. The reflection used its magic to pick up water from the pond and hurl it at Twilight, temporarily blinding her. While Twilight was blinded, the reflection got behind her and unleashed a magic wave straight into Twilight's back. Twilight was knocked across the floor and collided with a crystal, knocking the wind out of her.

"We've gotta help her!" Applejack cried, watching as another magic blast sent Twilight sprawling.

"You heard what the riddle said. Twilight has to do this on her own," Rarity responded.

"But she's our friend! We have to help her!" Pinkie yelled at Rarity.

"I know, but we can't interfere," Rarity said.

"So we should just leave Twilight t' fend fer herself?" AJ replied, glaring at Rarity.

"N-no, but-"

"Hey, where's Batman?" Fluttershy asked.

The reflection walked over to Twilight, who was lying exhausted on the ground. Twilight tried to lift her head, but her reflection placed a hoof on it. The reflections horn glowed with power, aimed straight for Twilight, until a batarang was placed close to its throat.

"Fight's over," Batman growled. The reflection looked at him for a minute before turning into water and slithering back into the pond. Batman helped Twilight to her hooves as her friends ran over.

"Twi, are you alright," AJ asked, leaning against Twilight to support her.

"I-I think I'm alright," Twilight mumbled, barely able to stand.

"I can't believe how powerful your reflection was," Rainbow said.

"It was like a darker version of you," Fluttershy softly said.

"It...It was like I was facing me, but it was stronger and faster than I was," Twilight panted.

"Alright then, ah'll go next," Applejack said, walking over to the pond. She looked at her reflection and just like with Twilight, a reflection of her came out of the water. It looked exactly like Applejack, except a darker shade. The two glared at each other for a moment before charging. AJ went for a buck, which the reflection sidestepped and retaliated with a punch. Applejack deflected the blow and kicked the reflection in the leg, staggering it.

AJ's reflection jumped back from a second kick and smashed both for hooves into the ground. The resulting shockwave tossed Applejack into a mirror, shattering it against her back. AJ stood back up quickly, even though she had multiple cuts over her back. AJ pulled out her rope from under her hat and whirled it over her head a few times before tossing it at her reflection. The reflection caught the rope with its teeth and began to swing AJ around the room.

"Not agaiiiiinnnnnn!" Applejack yelled as she got whipped around. The reflection let go and Applejack landed in the pond. She dragged herself out and picked up her hat, which had fallen off. The reflection chuckled at her.

"Now you've made me mad," she snarled, charging her reflection. The reflection was bowled over by one very angry cowpony, but managed to get it's hooves under AJ and launched her off. AJ spun and landed on her hooves, sprinting back towards the reflection. But the reflection had learned. This time when AJ went for a tackle, the reflection spun around and delivered two bucks to the chin. AJ was nearly lifted off her hooves, but right before she passed out, she connected with a buck of her own right on the bridge of the reflections nose. The reflection, like Applejack, collapsed on the floor. Unlike Applejack, however, the reflection got back to its hooves. But before it could even blink, Batman kicked it back into the pond.
The ponies rushed over to Applejack.

"Did ah win?" she muttered through clenched teeth.

"Sorry, darling. You came up a little short in the end," Rarity said sympathetically.

"Alright then, who goes next?" Pinkie asked.

"I will," Batman said. The ponies exchanged nervous glances with each other.

"Um, Batman, we don't want to offend you, but we think it be a better idea if you didn't go," Rainbow said.

"And why is that?" Batman asked.

"Because the reason Twilight's and AJ are probably still alive is because you stopped their reflections," Fluttershy explained. "But if you were to lose to your reflection...we wouldn't stand a chance."

"Then I won't lose," Batman said with certainty and walked over to the pond. But when Batman looked into the water, a ripple sprend out over his reflection. Batman backed up when he saw what his reflection was. And the reflection wasn't him. He watched as a silver gloved hand grabbed the edge of the pond. The figure slowly pulled itself up, revealing what Batman already knew. He had a silver cape and a blue body suit. He wore a belt similar to Batman's and on his chest was an o.

"Batman, ain't that supposed t' be yer reflection?" AJ asked in shock.

"This is a reflection of me," Batman answered, as the reflection finished pulling itself out of the pool. "Just one I'd never thought I'd see again."

The silver clad man stepped out of the pond and cracked his neck. He then saw Batman.

"Hello, Batman," he said.

"Owlman," Batman replied.

And the battle began.

======------======

The ponies couldn't believe what they were seeing. Batman's reflection, called Owlman, was matching Batman pound for pound. Batman went with a high kick, Owlman ducked and went to sweep the feet. Batman flipped over the sweep and came down with ground pound. Owlman rolled out of the way and tossed three owlrangs, which Batman countered with three batarangs. Owlman swung with a left hook, which Batman caught and countered with a throw. Owlman turned in the air and kicked himself off the wall, in an attempt to hit Batman with a flying side kick. Batman ducked underneath the kick, before trying to drive his shoulder into Owlman's ribs. Owlman braced one hand on Batman's shoulder and used Batman's own force for him to get himself clear. It was like watching two master fighters that knew each other well were fighting. And all the while they fought, Owlman taunted Batman.

"Why bother fighting me Batman? I am your superior," Owlman emotionessly said, dodging a roundhouse. Instead of retorting, Batman chose to be silent, trying to focus on the battle.

"I am a superior fighter, I am a superior thinker and more importantly, I am a better leader."

"And how is that?" Batman asked, blocking a hard kick to the side.

"Simple. Your refusal to kill your enemies allows them to live to fight another day. Allows them to kill more of your precious citizens. Whereas I allow no such weakness to soil my plans. That's why I killed the entire Justice League. If they had been allowed to live, they would have continued to be a thorn in my side. And why would I bother with thorns, when I could just burn the whole bush?" Owlman asked with an evil smile.

"You will never value human life," Batman growled, connecting with a punch to the stomach. "And that's why you will lose to me."

"Oh really?" Owlman asked, before lashing out with his cape. Batman yelled out as the blades on the end of Owlman's cape sliced through his suit and slashed his chest. Batman staggered back, clutching his wound as Owlman advanced.

"But despite our difference in morality, we are very similar, you and I," Owlman stated. Batman gave him a look of loathing.

"I am nothing like-"

"Actually, you are," Owlman cut in, still advancing towards the injured bat. "We have similar training, similar gadgets and thoughts. We both do whatever it takes to complete a mission. The only real difference is that you chose to be a hero that the world will never truly love, whereas I chose to be a success that the world has come to fear. You could still be that success, you know."

"NEVER!" Batman roared, tossing a haymaker at Owlman. Owlman sighed and caught Batman's punch in his crushing grip, before tossing a kick straight into Batman's side. Batman's face contorted with pain as he heard one of his ribs break with a sickening CRACK. He also heard the ponies watching gasp at his pain and tried to rush to his aid, but he held up a hand to keep them back. He staggered and fell to his knees as Owlman finished his thoughts.

"But I suppose it doesn't matter. You will never have what it takes to become a success. You'll always be the rich boy who lashes out at everything in rage, even when you should be mad at yourself."

"And you know what you'll never have?" Batman asked him, getting to his feet. "True friends. TWILGHT, NOW!" Owlman spun to face the purple unicorn, prepared for whatever she was planning to do. What he saw was a unicorn that had a look of confusion on her face. Only when it was too late did Owlman realize Batman's true plan. He spun around just in time to see a black gauntlet smash through his armor and come clean out the other side of his chest. Owlman looked at the hole, then back at Batman. Much to the Dark Knights surprise, a smile crossed his face.

"You have passed the test. Well done." Owlman transformed into water and slithered back into the pond, leaving Batman standing there, panting. Then he fell to his knees again, clutching the area where his broken rib was. The ponies rushed over to hm.

"Are you okay!?" Fluttershy practically screamed, trying to get a better view of his injured area.

"Yeah, I'm-" his statement was cut off when he started to cough blood. The ponies looked horrified.

"We need to get you to a doctor NOW!" Fluttershy exclaimed, trying to help Batman to his feet. The other ponies joined in as well and started to escort him to the exit. He shook them off and started to lecture.

"We don't have time for this. We need to get the artifact. The last time we stopped for my sake Morgaine beat us to the staff. I will NOT risk losing this one," he panted, wincing every few words.

"But your hurt," Fluttershy whispered, tears in her eyes.

"Trust me, I've had worse. Had my spine nearly snapped in half once," he said with a pained smile, watching as the ponies turned green at the mental image. "We get the relic and then I get the medical attention. Now let's go." He turned and walked up to the door. It rumbled and slowly opened, revealing a hallway to the artifact much like the last one. Batman and the ponies began to walk down it.

"So who was that?" AJ asked.

"Owlman," he replied.

"Well why'd he come out?" Rainbow asked in confusion. "I thought only your reflection was supposed to come out."

"He was a reflection of me...or rather, a reflection of what I could be," Batman said, trying to keep more blood from trickling out of his mouth.

"What do you mean?" Twilight asked.

"Owlman comes from another reality, one where I'm one of the most dangerous villains known to man," he began. "He's a killer, a thief and has no regard for any life. But some of what he said was true. If I'm not careful, one day I might become him."

The ponies looked at each other with worried looks. Batman as a villain? That would be a very bad day indeed.

"Don't worry," Fluttershy said to him with a smile. "You’re too good a person to turn evil."

"I'm not as nice a person as you think," he replied grimly.

"You're right, you’re even better," Fluttershy said with a bigger smile.

"Why do you say that," Batman asked. The other ponies stayed quite, curious to hear Fluttershy’s reasoning as well.

"Well, Owlman said that you'd never be a success because you refuse to kill," Fluttershy started off. "Also, he was a very nasty person. If he is the opposite of you that means you are really nice deep down."

Batman thought about what she said. He always saw himself as a terrible force of vengeance, who's only purpose was to fight against injustice, while slowly destroying himself. But was she right? Was he really a nice person deep down? He didn't think so, but the possibility was there. His train of thought derailed as the group made it to the final chamber. Much like the last one, it had a beautiful stain glass floor and a statue of Star-Swirl in the center. The main difference was that beneath the statue, a book rested on a pedestal.

"The Tome of the Worlds," Twilight said in awe. The book had a light silver cover, with golden pages. The air around it seemed to shimmer with power. Twilight took a step towards it, but Batman placed an arm in front of her.

"Hold on," he said, scanning the room with detective vision. Much to his surprise, the detective vision wasn't reading any hostiles, which meant that Morgaine wasn't here.

"Why wouldn't she be here?" Rainbow Dash asked when Batman told them of the readings.

"Maybe that ruffian decided to find an outfit that didn't make her look like a toad," Rarity said with indifference. The ponies all laughed at that and even Batman allowed a small smile to escape. Until a wave of pain washed over him again. He clutched his side and coughed up more blood onto the floor. The ponies immediately stopped laughing and rushed over to him.

"We can make jokes later. For now let's get that book," he spat, trying to stay steady. Fluttershy put herself under his arm and allowed him to use her as a crutch. The two walked over to the pedestal, while the other ponies watched. As Batman went to pick it up, Star-Swirls voice echoes through the chamber.

'Congratulations on reaching the Tome of the Worlds. Defeating yourself was not as easy as you thought it would be, was it? But for your efforts, let me-'

"Shut up," Batman growled, snatching the book from the pedestal. The book flew open in his hands and let out a blast of light in every direction. Out of the book sprung an entire universe, showing a cosmos and many different planets. The ponies gasped in awe at the infinite number of stars, the comets blazing through space, the-

"That's enough of that," Batman growled, slamming the book shut. The images faded away, returning the room to its original form. "Let's go."

Having what they came for, the group headed for the exit.

=======--------========

Airship.

Batman was resting as best he could on the deck. His rib felt like it had been snapped in two and the pain was beginning to get to him. Not that he'd ever show it, but it annoyed him none the less. Fluttershy and Twilight had refused to leave his side, no matter how many times he protested. AJ was back at the helm, while Twilight tried to heal Batman with her magic.

"Okay, just hold still. I'm fairly certain this will-"

"GAH!" Batman cried out as the rib moved the wrong way.

"Oops. That wasn't supposed to happen," Twilight said sheepishly.

"Grrrrrr."

"Twilight, we'll let a doctor look at him when we get back to Ponyville. Until then, let's try to make him comfortable," Fluttershy said sternly. Twilight lowered her head and sighed.

"O-oh, I'm sorry. I didn't mean to hurt your feelings. I just don't want to cause him any more pain," Fluttershy stammered and hid behind her mane.

"Hey, I have a question," Rainbow Dash said as she flew over to them. "How did you know Owlman would fall for your trick?"

"Because he's similar to me and if I was fighting a group, I would expect them to try and tag team me. So I used his own brilliant mind against him. I pretended I had formed a plan with Twilight and he fell for it."

"Wow, that's pretty cool," Rainbow said with some respect.

"Rainbow, get over here and push these clouds outa' the way. Ah can't see anything!" Applejack called out.

"Hold on!" Rainbow yelled out before taking off. Batman leaned his head back against the rails, deep in thought. Twilight noticed that something was up.

"So Batman," Twilight said. "What's on your mind? You've seemed distant since we got on the ship."

"You mean besides the horrible pain in my side? I'm thinking about why Morgaine wasn't there. If Celestia could figure where the temple was located, then Morgaine would've solved it as well. So why wasn't she there?"

Little did the group flying home know, that same question was being asked to Morgaine.

======-----=======

Morgaine's Castle, Location Unknown.

Morgaine was staring into the Sword of Destiny, reliving her future triumph for the tenth time. Trixie stood off to the side, waiting for her master to come back to reality. When she finally did, Trixie had a question for her.

"Master, why do we lounge around here? Shouldn't we go after the Tome of the Worlds?"

"My apprentice, we have no need for the book. The Stone of Reality is necessary to bring my army here and this sword is the key that opens the portal. All the book does is tell of the different worlds. I already know from which place I wish to bring my army from. And besides, even if Batman does get the book, we can still take it from his corpse," Morgaine said with a laugh. The thought of killing Batman sent a shiver of excitement up Morgaine's spine, whereas it sent a chill down Trixie's.

"All we need is that stone, then this and any other world I want, will be mine," Morgaine said with a smile. "And Batman... is doomed to fail."