Whenever You Call

by Onomonopia

Rating: everyone
Tags: Human, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash, Queen Chrysalis, Adventure, Princess Celestia, Crossover
Length: 146676

What do you do when you meet an all powerful being?

A routine space patrol leads the man of steel to a peaceful planet where ponies are the dominant species. At first, the ponies seem fine with some one like him helping out and protecting the ponies. But as they learn more and more about his power, the more some begin to fear him. For what do you do against one who is like a god? Will you learn from him and become stronger? Or fear him and do everything in your power to bring him to your level?

Not based on a particular Superman, but will have elements from the cartoon and comics, with his most known strength's and weaknesses.

I OWN NOTHING! Please comment and critique.

Published 2013-06-30 21:50:03 UTC
Last updated 2013-10-11 03:55:33 UTC

Engine Problems

What would you do?

If one day in your land, a being of insane power descended upon your world; and that being claimed to be there to help; yet even though he saved others, even though he is deemed a hero, you fear him. And why would you fear him? Because of his power. He can move mountains with the greatest of ease; move faster than you believed possible--bending reality in the process; and he can shoot intense beams of heat from his eyes, with the power to rain fire from the sky. But what you fear the most is that he is immortal. He cannot be stopped; cannot be hurt. While he is a hero and he does save the lives of the innocent, you still fear him, because you cannot stop him; because he is a god!
So I ask again, when you are faced with a being like that, what would you do?

{-------}

In the vast reaches of space, far beyond where any human has gone before, is a galaxy that had greater beauty than any seen by mortal eyes. The cosmos mixes in perfect harmony, showing off a beauty that no human could possible create. The planets are aligned in a spectacular fashion, allowing the stars to shine their light upon them in a glorious way. The solar system was nearly identical to the one of the Milky Way, with eight planets and a single, yellow sun in the center of the system. One planet, the third from the sun, was a rich green with the bluest of oceans. It was around the size of earth and had an identical atmosphere. For thousands of years, this universe had remained the same. However, today, a new object had found its way into the solar system. A small rocket that only housed one pilot had come out of a 'jump' across the universe. It was small, silver, with a symbol placed on the front of the ship.

The symbol was a red “S.”

Inside the ship’s cockpit, a certain man was trying to figure out what was going wrong with his ship. He was a man with black hair and a normal face that had been recently shaven. If you were to see his face in the street, you probably wouldn't think that he was anything special. But then you would look at the outfit, an outfit that instills hope in some, and fear in others at the same time. He wore a blue body suit with red boots that was crafted with love from his mother from Earth. A cape as red as the dawn's early light was draped across his shoulders, covering his back. And then there was the chest--the symbol on his chest that could be recognized and feared all throughout the galaxy. A red “S” on a yellow background. It symbolized who he was.

He was Superman.

And he was stuck.

"Of all the times for the quantum jump drive to fail on me! It had to be in an unknown galaxy in the middle of 'nowhere' space," he fumed to himself, activating a system scan to find out what went wrong. It indicated something was up with the engines, not what he wanted to hear. He tried to use the computer to solve the problem, but he only seemed to make it worse. "I can save millions of lives, battle an evil tyrant in front of the world and manage to free them from his evil, but when it comes to this stuff, I'm a bit out of my league," he thought. Superman opened the glass cockpit and floated out into the vastness of space, opening the engine panel and starting to scan the motors for problems. Now a normal human would have exploded, imploded, burned, froze, suffocated or all of the above in the vacuum of space. But Superman was not a normal man. The heat and cold never touched him, just as the lack of oxygen wasn't even an inconvenience.

‘Alright, what's the damage?’ he thought to himself, turning on his x-ray vision. He looked around the engine, seeing that some of the components for the drive were cracked and shattered. Not even his heat vision would fix this problem. Now, while he could just take the ship and fly back to Earth, that would require him to fly across galaxies in hopes he was going the right way. It would be a lot easier for him to simply repair the ship and fly back to Earth with it repaired. Plus, Batman would never let him hear the end of it if he broke another ship.

‘I can't fix the ship by myself. I really should've packed extra parts. Alright, is there a planet around here where I can land?’ he muttered to himself, looking around the solar system. His eyes rested upon the green and blue planet that was similar to his adopted home.

‘That'll do for now. I hope there's some intelligent life on that planet, perhaps smart enough that they can help me with my ship.’ Superman gripped the bottom of the ship with both hands (after closing the canopy) and turned towards the planet. He inhaled (somehow) and with a burst of super speed, blasted himself off towards the planet. He reached the planet’s atmosphere and braced himself for re-entry (or was it entry, since it was his first time on this planet?). The friction of his body flying into the atmosphere set him and the ship on fire, but the ship was designed for this kind of stress and fire didn't hurt him. So within a minute, Superman broke through and floated above the blue/green planet, holding a chunk of burning metal in his hands. He checked to make sure the ship was in working condition before looking down at the planet below.

It took his breath away.

The planet was incredible to look at. The trees and grass were the purest green, without any of the brown or dull spots where human waste had destroyed it. He turned his gaze to the ocean to find that it also was crystal blue, with no pollution in it either. He increased his vision power to look deeper to find hundreds of undersea creatures that were completely untouched by trash or waste. Changing his gaze from the ocean, Superman looked toward the horizon, searching for signs of intelligent life. He was rewarded almost instantly, as his eyes set upon a massive white city with golden roofs. That was good enough for him, so he descended into a nearby forest and landed in the center of it. He gently placed the ship on the ground and looked around at the forest around him.

"This'll be a fine place to hide the ship until I manage to convince the locals to help me," he said out loud, breathing in the crisp, clean air. He couldn't believe that there was no pollution on this world. Had the locals here managed to find a way to eradicate pollution, and if they had, would they share their secrets with him? The Earth could definitely use the help. With one last look at the ship, Superman ascended into the skies at incredible speed, almost instantly higher than the clouds. He floated in the air for a second, before turning towards the city that he had seen and sped off towards it. He kept both arms outstretched as he flew, slicing through the air. Within a minute, he came to a stop above the city. He wasn't going to descend into the city just yet. He had learned from the last world that some species reacted badly to people like him. He noted that the sun was rising on the horizon, meaning that some of the individuals would be “up and at ‘em” soon. He seated himself in the air and waited.

"I wonder what they'll look like here? Gills, three eyes; maybe they'll be weird squid things? Ten bucks on the gills," he bet to himself. While he waited for the natives to awaken, he took in the view of the city. The first thing he noticed was that there were no cars or motorcycles, meaning that they either didn't use them or didn't have the technology for them. Either way, it didn't bode well for his ship. The doors to the houses were about four feet tall, meaning that this race was shorter than humans. And what was with all the carriages--did these natives rely on horse power? Superman turned his attention to the castle at the end of the city. A castle meant that there was some sort of monarchy here. So what kind of leaders did they have? Cruel and oppressive, or kind and fair?

The sound of a door being slammed brought his attention back to the city. He looked to where the sound of the door had come from and a most interesting sight met his eyes. A red horse with a blue mane and a wheel on its flank was walking down the streets all by itself. He raised an eyebrow in confusion, who would let a horse out by itself this early in the morning? He watched the horse walk down the street until it met another horse. What were these natives thinking, letting their horses out…?

"Well good morning, Mr. FancyPants," the red horse said to the other one. Superman's jaw dropped as he heard this.

"I am doing quite well, thank you for asking. How are you doing, my good chap?" the one called FancyPants asked with a gentlemen’s accent.

"Quite well. Isn't it a most beautiful day in fair Canterlot?" the other one replied. Superman narrowed his vision to get a better look at the horses and found to his surprise that they weren't regular horses. One of them (FancyPants) was actually a unicorn in a suit and the other seemed to be a Pegasus. A realization dawned on Superman and he started to scan the city with x-ray vision, confirming his suspicions. This planet was run by ponies. Ponies were the dominant species. Superman floated in place for a minute, letting the information sink in…and then he started to laugh.

"HAHAHAHAHA!" he laughed out loud to himself, not knowing why he was laughing. Maybe it was the sheer absurdity of the situation, the fact that PONIES were a dominant species on this planet or the fact that they spoke in accent and wore suits. He suppressed the mirth and wiped a tear from his eye, but he still had a giant smile on his face. He had been expecting some sort of terrifying, monstrous creatures that would be bent on his destruction, not ponies. Oh, when Batman heard about this! He went to look back at the city, when a sound from behind him got his attention. He turned around to look right into the eyes of a Pegasus. The Pegasus had flown up to where he was while he had been laughing, wanting to find out who was laughing. The two stared at each other for a moment, not sure of what to do. Superman was the first to speak.

"Hello there-"

"AAAAAHHHHHH!" the Pegasus screamed, tearing off across the sky. Superman raised an eyebrow at the reaction, but he laughed it off.

"Odd, most people at least get to know me before they run off screaming," he chuckled to himself. He flew away to a different spot in the city, planning to continue his observations. The natives have obviously never seen someone like him before, so asking them for help right now was out. Maybe he could find the parts somewhere, like in a warehouse or-

"Hhhheeeelllllppppp!" Superman was instantly alert. A faint cry for help had come from off in the distance. Superman aimed at the cry and rocketed across the sky towards the plea. He didn't know if these ponies would want his help or even needed it, but Martha and Jonathan Kent had raised their son to always help when he could. It didn't matter if they were human, ponies or anything else; Superman never ignored a cry for help. With a burst of speed, Superman flew towards those in danger.

{---------}

Superman saw the fire before he reached the burning building. On the edge of an apple orchard was a burning barn next to a small house. Even though he was in rescue mode, he was glad that there was some place on this planet that reminded him of home. Having grown up on a farm, the plowed fields and trees reminded him of home. Superman quickly shook his head, getting back to the mission. He heard the screams coming from inside, but what he heard next is what interested him.

"I told you that we wouldn't get our cutie marks for being firefighters!" Judging by the pitch of the voice, the speaker was a child. The other two voices matched the pitch of the child, but what those two voices said made him stop in midair.

"Well we would have if you had used matches like I had wanted instead of the FLAMETHROWER!" Now THAT worried Superman. Who the heck let children around matches, let alone a flamethrower?

"Can the two of you quit arguing and get me DOWN!" a voice with a slight southern accent cried out. Superman had lingered long enough. Time to help. He landed in front of the burning farm and placed both his hands on the handles, before tearing the doors clean off the hinges.

Six frightened eyes inside of a burning barn is what greeted him.

Author's Note

And just like I promised, here is the Superman story for all those who were waiting for it.

Hard Work

In hindsight, ripping the barn doors completely off their hinges and walking through the fire was probably NOT the best way to keep a bunch of foals in a room full of fire from panicking. The two foals on the ground and the one that had somehow managed to get into the rafters all stared at him with terror in their eyes as he entered the burning barn. One was an orange pegasus with a purple mane; the one next to it was a unicorn with a purple-pink mane. And the one hanging onto the rafters was a regular pony with a red mane. And all three of them were in danger.

"Okay, the three of you just remain calm. I'm here to help," he said to the three in a calm voice with both hands raised in front of him, taking slow steps towards them. But just as he feared, the two on the ground backed away from him in terror and nearly backed into the fire. This wasn't going to work. They didn't trust him. He had to find a way for them to believe him when he said he was going to help them. An idea came into his head and he walked underneath of the one hanging from the rafters.

"Listen to me. You have to let go. Don't worry, I'll catch you!" he called up to the one hanging from the rafters. If he could get one of them to trust him, maybe the other two would trust him as well.

"ARE YOU CRAZY!? I'M NOT LETTING A FREAKY MONSTER CATCH ME!" she screamed as she clung even tighter to the beam. Superman frowned. He could fly up and get her, but that would terrify them even more. He had to convince them that he wasn't going to hurt them.

"Don't worry. I promise I won't hurt you and I will catch you," he said in his most sincere voice. The filly looked down at him from the rafters, looking him in the eyes and seeing if he was telling the truth. She closed her eyes and took a nervous swallow before letting go of the beam. Superman was right there when she fell and caught her gently in his arms. The filly opened her eyes and looked up into Superman's face.

"Y-you caught me," she whispered.

"I promised, didn't I?" he said with a smile. "Alright, everyone get out of here!" The other two exchanged glances and ran over to him. They looked up at him nervously, but allowed him to pick them up and put them in his arms next to their friend. He wrapped his cape around all three of them and walked back out through the fire, making it outside safely. He gently put the three fillies on the ground and let out a sigh of relief. Two of the three started to shake the ash off their coats, but the yellow one stared at the burning barn.

"Mah barn's gone," she sniffed, tears starting to fall from her eyes. Superman frowned and looked at the burning barn. Using his x-ray vision, he found that even though it was burning, it was still salvageable.

"Don't worry, I can save your barn," he said with a smile to the filly. she looked up at him with tear stained eyes.

"R-really?" she asked.

"I can, but the three of you need to get behind me." When the three fillies had done this, Superman planted both feet on the ground and took in a deep breath. When he exhaled, a blast of wind blew from his mouth, blowing away all the dirt and debris around the barn. The fire was immediately extinguished by the gale and the barn remained standing, despite the fire damage. Superman smiled and turned to face the fillies, whose jaws were on the ground.

"There, problem solved," he said with another smile. The yellow one looked up at him in awe while the other two continued to gawk at the barn.

"How'd you do that?" the yellow one asked him in a whisper.

"I just simply exhaled and the force of my breath extinguished the fire." The filly rolled her eyes.

"No, I mean how did you DO that? No pony I know has the lung strength to put out a fire by blowing at it!" The other two had snapped out of their stupor and had turned to look at Superman, waiting to hear an answer.

"Well, I guess I can do it because of my superpowers," he said with a shrug. All three of the fillies' eyes widened as he said this and they gazed at him with awe.

"You're a superhero?" the white one with the pinkish mane asked, pushing past the yellow one. Superman nodded.

"Prove it," the one with the purple mane dared, pushing past her two friends.

"I just extinguished a fire with my breath, what more proof do you need?"

"Ha, Rainbow Dash could do that with her eyes closed!" the orange one bragged. Superman raised an eyebrow.

"Well," the yellow one began, fighting her way through the other two, "Ah would like to thank ya, um..."

"Superman," he finished for her.

"Okay, Supermane, thanks fer saving ma barn," she said with a smile, her accent becoming thicker.

"Happy to help," he told them, turning away and preparing to take off.

"W-wait!"

He stopped in mid jump and turned back to the three. "Yes, what is it?" The yellow one looked down at her hooves, as if embarrassed to ask her next question.

"Um, if yer so happy to help, would ya mind helping us repair the barn? If ma sister finds it in this state, she'll kill us." Superman considered saying no, since they probably should take responsibility for their actions. But the three of them gave him the puppy dog eyes routine and Superman found he just had to help.

"Alright, I'll help you."

"Thanks! Applejack would be mad if we lost another barn this month."

"THIS month?" Superman asked with a raised eyebrow.

"Yeah, our barn's been destroyed twice already. If I burned it down again, AJ'd be super mad."

"Again?" he asked, but the fillies were no longer listening to him. They had formed a mini circle and had begun to discuss their plan.

"Okay, if we manage to repaint the barn's outside and inside, we should be able to repair it before Applejack gets back," the one with the yellow fur said. "She'll never know that it happened."

"Actually, she will." The fillies turned to Superman, who had crossed both his arms and was giving them a stern look.

"How would she know? We're not gonna tell her!" The yellow one said. Superman smiled.

"Actually, you are. That's my condition for helping you. You have to tell your sister the truth." The fillies all started to argue with him, but he held up a hand and they fell silent. "Are we agreed?" The yellow one wanted to argue, but she looked at the blackened barn and sighed.

"We agree to yer terms," she muttered.

"Good. But before we begin, I'd like to know your names and what you were doing in the barn with a flamethrower."

"Ah'm Applebloom," the yellow filly said, running up to him.

"I'm Sweetie Belle," the white one said with a smile, jumping on her friend's back.

"And I'm Scootaloo," the orange one said, jumping onto the other two. The tower of fillies collapsed and they all landed on the ground laughing.

"Alright Applebloom, Sweetie Belle, Scootaloo; tell me what you were doing in a WOODEN barn with a flamethrower? In fact, where did you three get a flamethrower in the first place?" The three gave each other nervous smiles before answering.

"We, uh, made it," Scootaloo said with a small smile. Both Superman's eyebrows went up this time.

"YOU made a flamethrower? All by yourselves?"

"Well...Spike helped a little, but yeah, we made it ourselves," Scootaloo said. Superman blinked twice before asking his next question.

"You're not often supervised, are you?" Superman asked, placing a hand on his face.

"Nope!" all three of them said at once. Superman shook his head and turned back to the barn.

"Alright, how about we get this barn fixed up?" The three fillies nodded and ran off, but soon came back with buckets of red paint and brushes. Superman thought about what he should do next. It would be a lot easier if he fixed up the entire barn himself, but he also didn't want to show off too much of his power. Besides, he wanted the fillies to do some work since they were the ones who caused the mess in the first place.

"Okay, how this? I'll get one half of the barn and you three get the other half?" The three instantly agreed and started to open paint cans, arguing over who got what. He smiled at their antics while taking up a brush and paint can before walking over to the other side of the barn. The moment he was over there and out of sight, he used his super speed to grab new beams and supports from a pile near the back of the house. Since Applebloom told him that they repaired the barn twice in a month, he knew they'd still have some construction material left over. While the fillies continued to argue, he zipped inside the barn and started to repair the damage. He destroyed badly damaged supports with his heat vision and quickly replaced it with a new support. He did the same for the beams, destroying and replacing them as needed. When the interior was structurally strong again, he zipped back outside to his side of the barn. He tore the lid off the paint can and dipped his brush inside. He quickly painted not only the wall, but also the roof, back wall and anyplace else where the barn had been burned. What he did last was to fix and reattach the barn doors to the front, making them as good as new. When he finished, he came to a stop by his wall and placed the brush back inside the paint can.

Superman looked at his work fondly, as it reminded him of home. Growing up as a farm boy in Kansas, he was used to task like painting barns and repairing damage. It came with the territory. But it taught him the meaning of a job well done and that hard work built character. He smiled as memories from his childhood came to mind and he allowed himself to travel down memory lane. After a few minutes of nostalgia, he went over to the other side of the barn to check on the three.

"No, we're supposed to paint over here!" Applebloom yelled to her companions. Superman let out another sigh. The fillies had more paint on them than the wall. They were once again arguing, this time about where the paint should go. He looked at the wall and found to his astonishment that only the very bottom was painted. He snapped his fingers and the three stopped fighting.

"What are you doing over here?" Sweetie Belle asked.

"I finished my side already." The three gasped and rushed over to where he had been painting. He could hear their cries of disbelief as they saw his work and how fast he had finished. They ran back over and started to question him.

"How'd ya do that so fast?" Applebloom asked in disbelief.

"Because I actually worked hard. You should try it," Superman replied. The three fillies looked at him in confusion.

"So how are we supposed to paint the barn as fast as you?" Scootaloo asked.

"You can't," he replied. The three lowered the heads, but then Superman smiled and leaned in close to the three. "Unless you work together." Applebloom, Scootaloo and Sweetie Belle looked at each other and nodded, walking back over to their brushes and picking them up. Superman watched with a smile as the three painted the wall in a pretty fast time, although Superman had to help them get up to the higher section. When they had finished, the three stepped back and observed their handiwork.

"It looks pretty good,” Applebloom said while nodding.

"Yeah, we did a good job," Scootaloo added.

"I like it," Sweetie Belle said with a smile. Superman nodded at them and smiled.

"You all did a good job. Now if you excuse me, I need to go," Superman said, waving goodbye. He almost made it into the air this time when their voices once again stopped him.

"WAIT!" all three cried.

"What is it?" Superman asked politely, turning around.

"Well, we just wanted to thank ya, fer saving mah barn...and us," Applebloom said with a smile. The other two nodded in unison. Superman smiled gently at this and got on one knee, so he could look them in the eyes.

"You're welcome."

"Will we see you again?" Sweetie Belle asked.

"Don't worry, I'll be around. But if you ever need my help, just call out for me and I'll be there," Superman answered with another smile.

"Promise?" Scootaloo asked.

"Promise."

"Pinkie promise?" Applebloom asked with a smile. Superman raised an eyebrow, but promised them again.

"Now I want you to promise me something. Promise me you won't tell anyone about me. I'm not ready to face all the ponies just yet. Promise?"

"Promise!"

"Now I've got to go. Your sister's coming," he said, pointing down the road. The three fillies turned to looked to where he was pointing. Sure enough, a small outline of an orange pony could been seen in the distance heading for the barn. They turned back to Superman, but he was gone. After a moment of looking for him, the three fillies decided to wait for Applejack.

"Howdy, girls. What's up?" Applejack asked them when she arrived at the barn.

"Um..."Applebloom began, but AJ looked behind them at the barn and gasped.

"Ah don't believe it..." she whispered.

"Applejack, we can explain--"

"The three of ya went and painted the barn! Ah, thanks sis, but you and yer friends didn't have to go and do that." The fillies let out a collective sigh and smiled brightly for Applejack. But then Superman's words came back to them and their smiles turned to frowns.

"Actually sis, we didn't paint the barn," Applebloom muttered. Applejack looked at her in confusion.

"Well if ya'll didn't, then who did?"

"Well, we did paint the barn, but only after we...set...fire...to it," Applebloom slowly said. AJ's face went blank.

"Beg pardon?" The three struggled to get the next part out.

"Well, we were trying to get our cutie marks in fire safety..." Applebloom began.

"So we figured that a real fire would be more practical than a fake one..." Sweetie Belle continued.

"So we may have set fire to the barn in the process." Scootaloo finished. Applejack's face was blank as she listened to their story.Then the fillies tried for the positive side.

"But we managed to keep the barn from burning down!"

"And we repainted it!"

"So it's like nothing ever happened!"

Applejack was still unmoved. All three of them sighed and hung their heads.

"How much trouble are we in?" Applebloom asked. To her and the others' surprise, AJ pulled them all into a big hug.

"Aw sis, ah'm so proud of ya. You told me the truth instead of lying and trying to ignore what happened. Yer really growing up!"

"Does this mean we're not in trouble?" they all asked.

"Heck no. Ah said ah was proud of ya, ah didn't say ya'll were off the hook. Now let's go inside. Yer punishment starts now." The three fillies sighed and slowly walked inside the house. AJ watched them go and smiled to herself.

"Ah'm not punishing you because ya burned down the barn, ah'm punishing ya because ya didn't tell me the whole truth. The three of ya cause more trouble than ya fix," Applejack said to herself with a smile. "Ah know somepony helped ya and kept ya'll on track, ah just don't know who." Applejack chuckled and walked inside the house, helping the fillies to get started on their chores.

{{-------}}

As Superman flew away from where the fillies had been talking to Applejack, as she was called, he couldn't help but smile to himself as he picked up on their conversation. The little fillies had listened to him and had decided to tell the truth, even when it would have been easier to lie. He was glad to see that they were ponies of their word, so he knew his secret was safe. But what Applejack had said afterwards worried him a bit. She knew that someone else had helped them. She was bright, that much was certain. Were all the ponies this bright? If so, he'd have to tread carefully and try not to upset any of them.

Superman flew up until he was far above all the clouds, where the rays of the sun recharged him like a battery. When he looked at the sun's location, he was surprised to see that it was noon already. Working with those fillies had taken more time than he had thought, though it had been fun. He looked back down towards the planet and resumed his flight, senses tuned and mind ready.

Who else needed his help?

Walk Through Fire

Superman flew across the skies of this strange but magnificent land, eyes and ears ready in case he was needed. He had decided to go to the section of the continent with the giant volcano. He had a history of having to stop volcanos, so he expected the same from this place. As he glided on an air current, he heard something that sounded like a bunch of teens laughing and something crying. He screeched to a stop and started to scan the area with his x-ray vision, looking for the source of the one in distress.

What he saw caused him to raise an eyebrow and frown. What looked like a group of small dragons had encircled a pony and seemed to be bullying it. He shook his head at their juvenille antics and descended onto the scene.

"You ponies think that you're so much better than us, don't you?" the tallest of the group said with a sneer to the shivering pony . The pony closed her eyes and curled up into a ball, trying to look as small as possible. The other three laughed at her and started to kick dirt onto her.

"You all think that princess of yours is so great. Well if she's so great, where is she?" the red dragon asked. The pony whimpered and tried to back up, but a purple dragon with blond hair blocked her path.

"He asked you a question," he said in a stupid voice, pushing the pony back into the circle of dragons. They all started to laugh again, closing in on her.

"That's enough."

The dragons and the pony all looked up at the voice, where their jaws proceeded to go straight to the ground. Superman hovered about ten feet above them, arms crossed and a stern look on his face. The dragons backed up as he landed in the center of their circle, right in front of the pony.

"W-who are you?" the red dragon asked. Superman narrowed his eyes, choosing not to answer. The dragon looked around at his friends, and seeing as they outnumbered the stranger, gained back some of his courage.

"W-well whichever you are, you picked the wrong dragons to mess with," he said with a grin, stepping forward to glare at Superman. "So what do you want?"

"Apologize," Superman told them. The all looked at him in confusion before looking at each other. After a few seconds, the dragons burst out laughing. They started to circle Superman while the pony hid behind the Man of Steel, placing him between her and the dragons.

"You can't tell us what to do," the red one said with a snarl. The others chuckled and watched as their leader walked right up to Superman, cracking his knuckles. Superman just watched as the dragon brought his fist back and slammed it right into the red 'S' on Superman's chest.

CRACK!

The dragon howled in pain as his fist shattered on Superman's costume. The Man of Steel smiled as he watched the dragon run back and forth, crying like a child. His friends chased after him, trying to help the best they could. After they had spent a minute tending to the wound, the leader of the gang glared at Superman and marched up to him.

"You think you're funny do ya? Wearing armor under that abomination of an outfit? Well, I'll show you how I deal with wise guys!" Even though he was a full foot smaller than Superman, he didn't seem intimidated at all. The dragon inhaled deeply and exhaled a torrent of flames into Superman's face. The pony gasped as her protector's head was set ablaze by the dragon, who was now laughing along with the rest of his gang.

"HA, what do you think of that, FREAK?" the red dragon asked Superman, still laughing at his burning face.

"I think," Superman began, wiping the fire off his face as if is were water, "that you need a breath mint." The dragons all backed up as Superman finished brushing the fire off of his suit.

"Now, about that apology?" Superman asked when he had finished with the fire. The leader of the dragons used whatever courage he had left to order one last attack.

"Let's get him all together!" he yelled to his friends. They all inhaled, preparing to unleash a firestorm. But before they could even light a spark, Superman exhaled and unleashed his artic breath upon the dragons. They were instanlty frozen solid, except for their heads, which Superman had purposely left thawed.

"W-what did you do to us?" the dragon leader panicked as he and his buddies tried to break the ice.

"Artic breath. Figured you and your friends needed a moment to cool off. Now then, why were you bothering this pony?" Superman asked with a stern glare. The leader sneered.

"Why should we tell you?"

"Because if you don't, you'll be dragon-cicles for maybe a few hours. Also," he said softly, changing his tone a bit, "not telling would...upset me." Superman smiled inwardly as he saw their pupils shrink in fear and their tough demeanor started to crack. He didn't like having to use Bruce's techniques, but they really worked well on stubborn people...or dragons.

"Okay, we were picking on her because all ponies think that they're so much better than us. We just wanted to show her that they weren't," one of them said, hanging his head.

"Yeah, they act all superior and treat us like garbage," the blonde one said.

"They may be mean to you, but that doesn't mean you should go picking on them," Superman said sternly. He turned to look at the pony, still hiding behind him. "You weren't teasing them, were you?" The pony shook her head back and forth quickly.

"Now then," Superman began, turning back to the dragons, "what do you say?"

"We're sorry," they mumbled. Superman figured that was the best he was going to get out of them, so it was time to let them go. He narrowed his eyes and beams of heat lanced out, melting the ice in which he had entrapped them. The dragons became even more terrified as they watched him slice through the ice with his vision alone. The moment they were free, they all flapped their wings and flew away as fast as they could. Superman chuckled and tuned back to the pony that he had rescued. She was a regular pony with a red-ish mane and a rose on her side. She had a saddlebag that, when Superman used his x-ray, contained volcanic soil. She glanced up nervously at him with a smile.

"Um, thanks?" she said awkwardly. Superman gave her one of his smiles and knelt down to get to her level.

"Not a problem, miss..."

"Roseluck," the pony finished for him. Her name was Roseluck? He could've guessed that.

"Well then Miss Roseluck, what were you doing in a dangerous part of the world like this by yourself--If you don't mind me asking?" Superman knew the reason she was here: that volanic soil was to help her roses, which he assumed she grew. What he wanted to see was her reaction to him. He had just flattened four teenage dragons without breaking a sweat. That would be terrifing to some species that were more advanced than these ponies.

"W-well, the gardeners' competition was coming up, so I figured I'd need an edge in the competition to win. After all, Applejack and her family take really good care of their--"

"One moment," Superman said, cutting her off. He turned around and waited a few seconds. Just as he had expected, a massive dragon landed right in front of him. He had heard its wingbeats from a mile away with ease, but he had been hoping that it wasn't there to bother him. Cleary, he was wrong.

"Can I help you?" he asked while Roseluck hid behind his legs again. The dragon snarled at him and rose to its full height, towering over the two. It let out a roar that shook the earth beneath them. Roseluck cowered behind Superman's legs with a whimper, whereas Superman just raised an eyebrow.

"Alright, what do you want?" Superman asked, a bit annoyed. The dragon sneered and bent over to look at Superman.

"You're the one who attacked my son," the dragon snarled. Roseluck's eyes went wide as she realized who this one.

"You're the leader of the dragons here," she said in a whisper. The massive dragon nodded and breathed out a column of smoke onto the two. Roseluck started to cough, but Superman was unfazed.

"If you're talking about that jerk of a bully dragon who attacked this pony here, then I only dissuaded your son from bothering this pony." Roseluck gasped as the dragon's eyes narrowed dangerously.

"Nopony talks about my son like that," it said in a deadly whisper. The massive dragon reeled back and inhaled with such ferocity that flocks of birds had to flap their wings twice as fast to avoid being sucked in. Roseluck stood in place, expecting certain death to follow. Superman rolled his eyes and held out his hand.

"Get behind me," he said to Roseluck. She hid behind his legs and covered her eyes. The dragon roared and let a tsunami of flames down upon the two, bathing them in fire. Roseluck still hadn't opened her eyes, but as the heat washed over her she realized that she was still alive. She opened her eyes to see an incredible sight. Superman was standing in the center of the flames, with one hand out. He was using one hand to split the fire in two around him and Roseluck. The dragon finally stopped the flames, expecting to see the two as ash. Instead, it was greeted by a stunned Roseluck and an annoyed Superman.

"W-what magic is this?" the dragon asked, shaking it's head in confusion. It raised a fist over its head and started to bring it down on Superman. Roseluck once again ducked beneath the Man of Steel and covered her head with her hooves. Superman held up his arm and caught the dragon's fist in his hand. He placed his other hand under the dragon's wrist and swung the massive beast over his head. The dragon smashed into the ground with a massive shockwave as a result and blinked twice, trying to figure out what had just happened. Superman floated onto's its chest while Roseluck tried to remove her jaw from the ground.

"Now then, what was that all about?" Superman asked the dragon, looking it in the eyes.

"You attacked my son," it growled, trying to get back up. Superman placed a boot on its chest and pushed it back onto the ground.

"Let's get one thing clear. I did not attack your son. I only did what I had to do so I could protect that pony over there. Your son started the fight." The dragon glared at Superman, not believing a word he was saying. Superman could see the defiance in its eyes and he shook his head with a sigh.

"Well, you don't have to believe me. But if your son tries anything like that again, I will take disciplinary measures." He hopped off the dragon and walked over to where Roseluck was still standing, dumbstruck.

"Well, how about I give you a lift home before something else shows up," he said to her with a smile. Roseluck could only nod as Superman scooped her into his arms and launched the two of them into the sky. Roseluck screamed and hung on for dear life as Superman flew across the sky at speeds faster than any airship. It felt a bit like old times to him. Helping someone out of a bad spot, then flying them somewhere safe. In a matter of seconds the two were on the outskirts of the town called Ponyville. He landed about a mile away so he wouldn't be seen and gently placed Roseluck on the ground, where she immediatly fell over.

"Are you alright?" he asked in concern. She staggered to her hooves and gave him a weak smile.

"Y-yeah, I'm...good," she muttered, trying to remain standing. "Thanks for your help. By the way, who...?" But as she turned to thank him, she found that he was already gone. For a minute, she looked at the spot where he had been standing before slowly shaking her head and walking back to town. She didn't plan to tell anypony about this; she doubted any of them would believe her. She was going to go home, get the soil on her roses, and go straight to bed. As she walked back to town, a red and blue blur was heading towards the center of the Everfree forest.

[----]

Superman's first real shock since coming to this planet awaited him when he arrived in the center of the forest. He landed just a few feet away of where he had parked the ship, but it was no longer there. Superman frowned and scanned the surrounding area in hopes that maybe he had just forgotten where he parked it. But the ship was nowhere to be seen, and it certainly wasn't in the forest. His frown deepened as he wondered what could have happened to it. The most likely scenario was that a pony had stumbled across it and had managed to move it, but where would they have taken it? And if that were the case, then he'd have to meet with the populace sooner than he had wanted.

"Well, if I'm lucky they'll repair my ship while they have it," he said with a shrug, trying to be positive. He looked up at the darkening sky, amazed that it was night so soon. Then again, it was possible the days were shorter on this planet. He watched as the moon slowly rose into the sky. Wait. While he was watching the moon rise, he thought that he had seen what looked like a Pegasus-unicorn-thing fly in front of the moon. He had heard of pegasi and unicorns, but never a hybrid of the two...

"...hhheeelllpppp..."

The cry snapped Superman out of his thoughts and he launched himself skyward towards the sound of the distress call. He flew extra fast, not just because someone needed help, but also because he had heard three screams--three voices that were very familiar to him.

"How much trouble can three fillies get into in one day?" he asked himself. Within a few seconds, he was hovering over the place where he had heard the cry. He looked around and found that his suspicions were confirmed. The three fillies he had met earlier were trapped against a tree in the forest, with about ten wolves surrounding them. He didn't have time to examine the wolves, as one of them headed straight for the fillies. They screamed and closed their eyes.

BBBOOOOOOOMMMMMM!

Superman landed feet first in front of the wolves, the force of the landing blasted them away from the fillies. The three fillies opened their eyes slowly, huge smiles spread on their faces when the saw who had shown up.

"Supermane!" they all cried out at once. Superman turned his head to smile at them, letting them know that they were safe.

"I don't know if you can understand me, but I would leave if I were you," he said to the wolves, turning his attention back to them. They snarled and rushed at him. He sighed and got himself ready to fight. No one seemed to be taking his advice today. The first wolf lunged into the air right at his throat, but was blown away by a gust of superbreath. It hit a tree and splintered, gaining Superman's interest.

'Odd, they seem to be made of wood. Does that mean they're not alive?' He grabbed one of the wolves by the throat and activated his x-ray vision, scanning the wolf's insides. The entire thing was made out of wood, not just the exterior. There was nothing that indicated that it was alive. That meant he no longer had to hold back. He tossed the wolf he was holding into another one that was charging at him, before flying into the two and slamming them up against a tree. The wolves weren't even sawdust before Superman flew into another wolf and slammed it into the ground. Two wolves jumped at him while he had his back turned, only to be caught with a insane clothesline as Superman swung his arm into them. The remaining wolves realized that it was a hopeless battle and fled back into the woods. He smiled as he watched them go, whereas the fillies taunted the wolves.

"That's right! You only had to deal with him! Next time you fight me!" Scootaloo yelled at the retreating wolves. One turned around and snarled at her. She screamed and hid behind Superman's legs. The other two ran up to him with huge smiles.

"Thanks for the help Supermane," Sweetie Belle said with a smile. Superman rolled his eyes at the pun on his name, but smiled nonetheless.

"How'd ya know we needed help?" Applebloom asked.

"I told you. Whenever you need help, you just need to call out and I'll be there," he reminded her. Scootaloo came out from behind Superman's legs as he began to question them.

"Alright, why are you three in the forest at night? How'd you even--" Superman dodged to the side as a bolt of dark energy whizzed by his head. The fillies screamed as the bolt landed a few feet from them. Superman immediatly placed himself between the three fillies and the attacker. His eyes narrowed on his opponent, who landed a yard away from them.

She (he assumed it was a she) was a little shorter than he was, but she had a glare that seemed to pierce his invunerable skin. She had a unicorn's horn that crackled with power and pegasus wings that seemed to tremble with rage. She was midnight blue, with a black crown on her forehead. Superman recognized her as the odd pony that he had seen flying across the sky earlier.

And she was mad.

When All Else Fails

Superman eyed the pony across from him carefully, ready for any sudden movements. He didn't know who she was, but her last attack had almost hit the fillies. If she tried to endanger their lives, he'd have to bring her down.

"I don't know who you are, but if you try something like that again it won't end well for you," Superman said to her in a calm manner. She looked stunned that he could speak, but quickly reassumed her fighting stance.

"Step away from the fillies or I will shoot you again!" the pony shot back. Superman didn't move, only brought his arms across his chest and stood with defiance in his eyes. He didn't know who she was, but he did know that she posed a threat to the girls.

"Princess Luna wait he's--" The words were drowned out by the sound Luna's horn made as she flooded it with power. It crackled and sparked in a vicious manner, causing the three to back up. Superman wasn't worried in the least--as long as he stayed between her and the fillies, they were safe.

"Last chance," she warned as she took aim at his "S." When Superman didn't move, she attacked.

"Ma'am, I don't know what you're trying, but believe me when I say that it won't--GAH!" He yelled out as the spell connected with his chest and took him off his feet, tossing him into a tree. He shook his head, trying to clear the static from his eyes. After the static cleared, he slowly got back up to his feet, eyeing the pony carefully.

'That felt like...magic. That settles it, I have to get serious now,' he thought to himself as he walked back in front of the fillies. The spell had hurt, but he had endured far worse in the past with Captain Marvel and other magic wielders. But the fact that there were creatures in this land that could use magic worried him. He would have to be even more alert than before. He crouched low and prepared to rush the pony, trying to control himself to a level that would end her in a single hit. She seemed surprised that he had brushed off her attack like it hadn't affected him, but she too had crouched lower and was preparing her next blast. It would be easy enough to dodge, all he had to do was--

"STOP!" the three fillies cried out, placing themselves between Superman and Luna. Both looked at them in surprise, before glancing at each other warily. After a brief staring contest, Superman slowly rose out of his fighting stance. Luna looked at him for another moment before she too went into a neutral stance. She asked the first question.

"Scootaloo, do you know this...creature?" she asked in a wary voice, never taking her eyes off of him. He did the same, waiting for her to try and move against the fillies.

"Yeah, he's Supermane! He's saved me and my friends twice now!" Luna seemed taken back by this information, glancing at him with a now confused expression.

"So, he wasn't the one attacking you?" she asked at last. All three fillies shook their heads and pointed to the twigs.

"No, it was those Timberwolves! They attacked us!" Luna was really confused now. She had been certain that the odd creature had been responsible, but these fillies wouldn't lie to her. She took a moment to think, deciding what she should do next. After mulling it over, she walked past the three and straight over to Superman, who raised an eyebrow at her as she approached.

"Creature, I...have treated you unkindly. I thought that you were a beast, but...if what these fillies say is true, then I should be thanking you. I do not know if you will accept it, but I...apologize," she said before bowing. In all honesty, he hadn't been expecting that. He didn't know how to respond, but movement out of the corner of his eye caught his attention.

"Move!" he yelled, pushing Luna out of the way. The pieces of the timberwolves that he had destroyed had re-formed together to create a giant wolf. A massive bark claw slammed into Superman's chest, but the wooden claws didn't even faze the Man of Steel. He grabbed the paw and snapped it in two, causing the massive Timberwolf to howl with rage and back up. Superman opened his eyes as far as they could go before he unleashed his heat vision upon the beast, letting waves of insane heat wash over it. The Lumberwolf screamed as the intense heat waves completely vaporized it. Within seconds Superman had reduced it to ash, leaving a small burning pile where it had once stood.

"Well, that was interesting," he said with a smile as he turned back to the jaw-dropped ponies. Luna looked back up at him again, but this time with fear in her eyes. She slowly backed up as he advanced, until she had backed herself into a tree. He smiled at her antics and held out a hand.

"Apology accepted," he said with another smile. Luna looked from his eyes to his outstretched hand, not sure what to do. After a moment, she reached out her hoof and placed it in his hand, allowing him to pull her to her hooves.

"You're...not mad?" she asked. Superman chuckled.

"From what I can tell, you heard the fillies' cry for help and came down to investigate. When you saw the three of them backed into a corner by me, your instincts took over and you attacked what you thought was the attacker. Am I right?" he asked her, raising an eyebrow. She nodded her head with a bit of a blush.

"You did what you thought was right. I can't condemn you for that." The three fillies ran back over to join Superman and Luna, wanting to hear the conversation up close. He turned to them with a look.

"As for you three, what are you doing in the forest at this time of night?" he asked the them.

"Well, after being saved by you we spent the rest of the day building a catapult, but we didn't get to test it. And who builds a catapult without testing it?" Scootaloo asked innocently. Superman put his hands to his head and started to rub his temples, not believing that these fillies could get in so much trouble so quickly. Luna took this lull in the conversation to speak.

"They called you Supermane. Is that your name?" Luna asked. Now that she was no longer in 'kill mode,' she was curious to learn about this creature in front of her. Hearing his name mispronounced again, Superman sighed and rolled his eyes.

"No, it's actually SuperMAN. These three keep calling me 'SuperMANE for some reason," he explained, glancing back at the three. "So, Princess, may I ask for your name?"

"Oh, where are my manners? My name is Princess Luna, Princess of the Night and one-half of the rulers of Equestria," she said with a slight bow. Superman perked up at hearing this. Co-monarchy? He had seen enough monarchy's in his time, but he had rarely come across a co-founded one. Luna looked at the small patch of fur he had on his head, along with the odd shaping of his face. Superman noticed that Luna seemed very interested in his outfit. When he pointed this out, she blushed and stammered out her question.

"I-it's just, I've never seen clothing like this before. Where do you come from?" Superman wasn't sure how to answer that. Did she mean where he was born or where he lived? He assumed she meant the latter.

"I come from a planet called Earth, which is very far from here." Luna nodded in interest, thinking of more questions to ask.

"How did you get here?"

"My ship blew a fuse while I was traveling above your planet. Now I can't seem to find my ship, so until I do, I will remain here." Again, he could easily just fly home, but he wanted to bring the ship back with him. Also, there was a lot of danger in this new land and a lot of ponies seemed to be in trouble, often...and Superman always helped those who needed it.

"Incredible. You have a vessel that is capable of interplanetary travel? Do you use it to fly around the galaxy?" Luna asked, becoming more and more interested in Superman.

"Actually, I don't need it to travel the galaxy. I was using it to help convey equipment to a distant space outpost and to find new civilizations--like this one for example." Luna wanted to ask more questions about space, but Sweetie Belle yawned and placed her head on the ground. The other two ponies had already fallen asleep. Luna and Superman looked at each other.

"It is late. I should probably get them home. It was nice meeting you...Supermane," she said with a small smile. Superman smiled at the joke.

"And you, Princess."

Luna used her magic to place the fillies on her back, but Superman stopped her before she could take off. "I have a favor to ask of you. Please don't tell anyone else that I'm here. I'll reveal myself in time, but for now...I'd rather not have that attention." Luna nodded with a smile and leapt off into the night, her thoughts still on Superman. He terrifed her, that much was certain. Her magical blast should've incinerated him into ashes, but he shrugged it off as though it were nothing. Then, there was that heat vision of his. He had completely vaporized a Lumberwolf with one blast and made it look easy. But despite all his power, he still had a smile that made her feel safe, and he seemed to be really nice. She had blasted him into a tree and attacked him unfairly, yet he had forgiven her and accepted her apology...And the CMC trusted him completely. So maybe he wasn't somepony to be feared, but she didn't trust him...completely.

As Luna flew off into the night to the CMC's homes, Superman flew off into space to recharge, preparing himself for the next day.

{___----___}

Unbeknowst to the two, in the darker parts of the Everfree forest, a malevolent shadow was working its way through the forest. The shadow belonged to a power of darkness, bent on ruling the entire land of Equestria. Its immediate goal was to destroy the Elements of Harmony. It worked it's way into the swamp, where it searched for the perfect creature with which to attack Ponyville. It sank into the swamp, where the beast it was searching for lay sleeping at the bottom. The malevolent shadow flooded its power into the hydra, completely crushing its will. It opened its eyes fro the energy force, but did not arise from the swamp just yet. Tomorrow would be the perfect day.

{_--------_}

Ponyville was in a state of excitment. As the sun rose on the town, the annual gardening competition was beginning and all of Ponyville was abuzz about it. Ponies of all species had gathered for the event. Gardeners from all over Equestria had come to participate, because this was the chance for the greatest gardeners to make their claim for glory. As ponies prepared for the competition, a certain mare was doing her best for her roses.

"Okay, the volcanic soil did help my roses to grow a little better, but I don't know if it will be enough to de-throne Applejack," she muttered to herself. Roseluck had tried for the past three years to get her roses to outperform Applejack's apples, but the Apples knew how to make their crops truely great, so Roseluck hadn't won yet. Besides Applejack, there was also Carrot Top. Her carrots were a leading contender as well. Over at the apple stand, the CMC, Rainbow Dash and Twilight were giving AJ a pep talk.

"Okay, Applejack, you got this one in the bag. Remember, your apples are the best produce around," Twilight told her friend with confidence. AJ chuckled to herself and continued to look for the best apple to present to the judges.

"Ah know that, Twi. Mah apples have won every year. Why would this one be any different?"

"Mah sister's apples are the best around! There's no way you'll lose!" Applebloom exclaimed happily. The other two nodded as well.

"It's too bad my sister had to go to Manehatten along with Fluttershy and Pinkie to show off that new fashion line. They're going to miss a great festival," Sweetie said with a smile.

"Your family's apples look great as always," Scootaloo said, looking over the produce.

"Yeah, your apples are almost as cool as me. Um wait, what I meant was...you have the best produce around," Rainbow Dash said with confidence.
"
"Attention all entries in the 10th Annual Gardeners' Competition," a loudspeaker blared, "Please bring yourself and your produce to the judging arena!" Mayor Mare's voice echoed from over by the stage. Ponies had circled around the judging area, each of them rooting for their hometown hero or favorite. Applejack nodded to her friends and grabbed her prized apple, heading for the judging table. Once she was there, she placed her apple next to multiple other entries. She spied Roseluck next to her and walked over.

"Howdy! Yer roses are looking purty good. Ah might just be in trouble this year," she said with a chuckle. Roseluck smiled at her.

"Yeah, maybe this year I'll actually stand a chance against you." The two laughed together as the judges approached the table. As they started to examine another ponies' pumpkins, Roseluck looked around in confusion.

"Hey Applejack, did you feel the ground shake a little?" AJ looked around for a moment before shrugging.

"Ah don't feel anything," she said with a shrug. Roseluck looked around and shrugged as well, figuring that she had just imagined it. The judges walked over to where Carrot Top was and examined the carrots with interest. Roseluck and Applejack tried to wait paitently for their turn as the judges moved on.

...boom.

This time, both Roseluck and Applejack looked around, both of them having felt the shockwave. The other ponies were too caught up in the competition to notice, but something was definitely wrong. Twilight and Rainbow Dash also noticed and started to look around. The CMC didn't feel the shockwaves, but seeing that both RD and Twilight were upset made them nervous as well.

Boom.

Now, other ponies were starting to look around as well. The shake had knocked off some of the produce, but the judges hadn't noticed or just didn't care. The judges had made it to Roseluck's rose and looked at it with very impressed faces. Then they moved over to Applejack's apples, where their faces grew into smiles. They finished judging the other produce and walked back to the stage. They whispered into Mayor Mare's ear and sat back down as Mayor Mare took the stage.

"We have our winner! The winner of the 10th Annual Gardener competition is...a hydra?" The ponies looked around in confusion at what Mayor Mare said, before looking behind their seats at the monstrous sight. A massive hydra, twice as big as a normal one, was lumbering towards the village. All ponies took one look at it and fled for their lives. Applejack, Twilight and Rainbow Dash fought through the crowd of screaming and fleeing ponies to get a better look at the hydra. It was a deep black instead of the normal yellow color. It had green eyes with black smoke coming off of each head. Each of it's four heads looked at where the ponies were fleeing, and each head opened it's respective jaw.

KKRRAAABBBOOOOOMMMM!!

Four bolts of darkness shot out of the hydra's mouths, creating a wall of fire where the ponies had been trying to escape. It roared into the sky and dark clouds formed over the town. It started to unleash blasts of darkness on the buildings and the streets, just barely missing any pedestrians. Twilight watched the situation with fear and turned towards the hydra with rage.

"Rainbow Dash, go high and keep it distracted! Applejack, you and me are gong to go for the legs! Go!" Rainbow Dash shot into the sky and flew straight for the hydra's eyes. It roared and tried to bite down on her, but she got to the side in time. Applejack brought out one of her ropes and Twilight supercharged it with magic. The two started to wrap up the hydra's legs, making it impossible for the hydra to move them. It lifted one of its feet and toppled with a CRASH, and face-planted into the town.

"HAHA! Take that!" Rainbow Dash exclaimed as the ponies of the town started to celebrate. But before any party could start, the hydra roared in rage and broke the magical bonds on its legs and pushed itself back to its feet. Twilight tried to use a knock-out spell on the monster, but the dark energy protected it from the magic.

"That's not good," Twilight whispered as Rainbow Dash took flight. She charged back towards the creature's eyes, but it had learned from its first experience. When she got close, it made a fake attempt for a bite and waited for her to dodge. When she did, it spun its fourth head around to face her and let loose a massive roar. The roar was powerful enough to send her flying across the skies of Equestria, miles away from the fighting.

"Twi, what do we do?" Applejack asked. Twilight tried desperately to think of a plan, but the hydra gave them no time to think. It fired another volley of darkness towards the two ponies, forcing them to flee. While they ran, the hydra started to stomp on the town. Buildings were crushed underneath its weight and monuments were destroyed. Applejack and Twilight ran to the library and ascended to the top, using the high ground to formulate a plan.

"Alright, from what I've seen, this creature runs on dark magic. We need to find a way past its barrier of darkness if we hope to get a shot in." Applejack nodded and looked back to where the creature was stomping around. Her eyes grew wide with fear as a terrible realization befell her.

"Where's ma sister?" she whispered to herself. Twilight's eyes grew wide as well and the two started to look around for the CMC. The fillies had found themselves in the worst possible place, right underneath the hydra. The three could only look up in terror as the creature glared down at them and snarled. The three ponies beneath it had the scent of the Elements of Harmony and that made them targets. It slowly lifted its foot above the fillies, casting a dark shadow over them. The three closed their eyes and braced for the end, but at the same time they all cried out,

"SUPERMANNNN!!"

Not too far away from Ponyville, Rainbow Dash had recovered from the ride on which the hydra had sent her. She shook her head and snarled.

"That stupid hydra thinks it can get the best of me? I'll pay it back ten-" Then RD heard the scream--the scream of three frightened fillies. She looked over at Ponyville in fear, only to find her fears confirmed. The hydra was about to bring its foot down on top of the CMC.

"No...NO!" Rainbow Dash screamed, blasting off at mach one towards the hydra. She flew as fast as she could, but she could tell that she wouldn't make it. She poured every ounce of speed that she could into her wings, but the hydra was already bringing it's foot down. She wouldn't make it! She wouldn't--

KKKKKAAAABBBBBBOOOOOOOMMMMMMM!!!

Rainbow Dash was blown out of the air as a red and blue blur blasted right by her and straight towards the hydra. RD balanced herself with her wings and looked at the blur in confusion, turning around to see where it had come from. Her jaw dropped as she realized that there were twelve, TWELVE, sonic booms from its flight path. With a new fear gripping her heart, she slowly turned back to where the hydra was.

The ponies of the town screamed as the hydra brought its foot down on the CMC with a boom. Applejack and Twilight looked on in horror, tears starting to fall down their faces.

"No..." Applejack whispered. The hydra let out a roar of victory, shaking the entire town. Ponies started to cry along with Applejack and Twilight. Then the hydra stopped roaring and it looked down at its feet in confusion. Then, to the shock and horror of everypony there, the hydra's foot started to raise up. The ground shook as the hydra tried to press its foot back down, but a force far stronger than the hydra was now under it. Everypony looked at its foot, trying to see where the CMC had been and if they were still alive. What was down there under the foot would forever be remembered in pony lore for years to come. A bipedal creature in a blue suit with a red cape and a large 'S" on its chest was lifting the hydra's foot with one arm and had a smile on its face. The CMC opened their eyes and looked up, huge smiles growing on their faces as they realized who was there smiling at them.

"Like I said. Whenever you need me..." The CMC's smiles grew almost too huge for their faces to handle as they exclaimed,

"SUPERMAN!"

Not Even a Fight

The ponies of Ponyville gazed on the scene in the center of town in fear and awe. None of them dared to get close to the scene, none of them knowing what to make of the strange creature in blue that stood underneath the dark hydra. But the CMC knew who he was and they also knew that they were safe.

"SUPERMAN!" all three of them cried out in joy. Superman smiled at them and turned his attention back to the hydra. The creature was still trying to crush him with its foot, not realizing how futile it was. Superman brought his right hand back into a fist and swung it straight into the hydra's foot. The CMC cried out in amazement just as the rest of Ponyville cried out in terror as the hydra was sent flying across the town, landing a good football field length away from the ponies. Superman watched the hydra sail away with a smile, before turning around to the three fillies.

"The three of you alright?" he asked. All three of them nodded and looked past him to where the hydra had been tossed. "How about I get you three to someplace safe?" They nodded again and Superman scooped them into his arms. He looked around for any family members of the three, spotting Applejack and her friend on a tree house across the city. With one single boost of speed, Superman made it over to the house.

"Special delivery," he said with a smile. The two ponies nearly fell off the top of the tree as he descended gently onto the roof, placing the three fillies down at his feet.

"Applejack!" Applebloom said with a smile. She ran into her sister and tossed a huge hug around her. Applejack bent over and returned the hug, tears falling down her face.

"Applebloom, yer alright. A-ah thought you were..." Applebloom released her hug and smiled at her sister.

"It's okay, we were never in any danger. Superman was there!" Applejack and Twilight each looked to Superman, who was watching the scene with a smile on his face. Scootaloo and Sweetie Belle each moved to the side as Twilight approached him.

"W-who are...?"

"GGGGRRRAAAAAAOOOOOHHHHH!!!"

Superman and the ponies turned towards the hydra, which was now picking itself out of the rubble of the town. It looked around for Superman, roaring in a bloodthirsty rage.

"Excuse me for a moment," Superman said to the ponies, ascending back into the air. He flew straight for the hydra, reaching it just as soon as it turned towards him. The hydra went airborne once again as Superman collided with its side, tossing the beast back into the air. He watched as it slammed into the ground outside of the town, struggling to get back up. Superman flew in front of it, crossing his arms as all four heads turned towards him.

"I'm only going to say this once; leave," he said in his sternest voice, but he already knew how this was going to go down. The hydra roared and tried to bite down on him with one of its heads. Superman caught the creature's jaw and flung the hydra over his head. It landed in the Everfree Forest, far away from the town. Superman shook his head and turned to where the ponies needed help. He was just about to move when he heard what sounded like a laser beam. He quickly moved to the side as four beams of pure darkness flew by him and incinerated the main building in the town. Superman slowly turned around to face the hydra, which was laughing at the destruction.

"Think that's funny, do you? Hurting ponies and destroying their homes? I'll show you something that's really funny." Superman flew straight into the hydra's gut, doubling it over. He drove his shoulder into its gut and lifted it into the air over the forest. With a massive shrug, he launched the hydra into the air and quickly flew behind it. He grabbed its foot and spun it around in the air before tossing it over him with a yell. The hydra flew across the sky and landed in a field outside the town. The hydra staggered to its feet, doing its best to glare through the pain at Superman. The four heads roared and started to wrap around each other, until they formed a four-headed cannon. Darkness began to form at the center of the four heads, which now aimed for Superman.

"Cool trick. I can do it too," Superman said softly, concentrating his power into his eyes and turning them red. The hydra let loose its dark blast straight at the Man of Steel, unleashing its full power. Superman smiled and then his rage flowed forth from his eyes, letting his heat vision lance straight into the oncoming darkness. The two attacks collided and the darkness was immediatly pierced by the heat that Superman shot from his eyes. The laser continued to lance through the hydra's attack until it had completely pushed back the darkness and straight into the hydra's head.

The hydra screamed in agony as the heat vision burned through its heads, quickly turning them into ash. One last roar of rage escaped the hydra's lips before its heads were completely burned away. Superman ceased his attack and looked at the now headless hydra, which stood motionlessly. He exhaled in the body's direction and the corpse collapsed.

"Maybe I went a little overboard, but I'm fairly certain their heads grow back," he mused to himself. He shrugged his massive shoulders and turned back towards the village, taking off. He quickly reached the area above the town and slowly descended into its center, unsure what to expect. He simply stood in the center of town and waited, arms crossed and eyes closed. He could hear them coming, slowly, very slowly. He also heard their heartbeats, hearts that beat extremely fast and full of fear. Then he heard a sound that made him smile. Applebloom, Scootaloo and Sweetie Belle were running his way.

"THAT WAS INCREDIBLE!!" all three of them yelled as they all tried to skid to a stop at the same time, which resulted in a pile up. The three laughed as Superman bent down to meet them.

"GIRLS! GET AWAY FROM THAT!" All four of them looked to the sound of the voice and a rainbow blur flew straight into Superman's chest. He did his best to move backwards so the pegasus wouldn't break herself on his body. The moment she connected, she bounced to the side and rolled across the ground, coming up in an attack stance.

"Get. Away. From them," she said in a dangerous voice. Superman simply raised an eyebrow and looked down at the three.

"You know her?" he asked them.

"Didn't you hear what I said?!" the rainbow pegasus screamed. Superman rolled his eyes.

"Yes, I'll be with you in a moment. Now girls, do you know her?"

"Yeah, she's Rainbow Dash, my idol!" Scootaloo said with a smile. Now that Superman knew that she wasn't a threat, he stood up and took a step back from the fillies. RD slowly walked over to the fillies, keeping her eyes on him the entire time.

"Are you three alright?" she asked them, eyes still on Superman.

"Yeah, Superman saved us!" Scootaloo said with a smile. RD looked at the three in confusion.

"Wait, you know him?" She asked. The three nodded vigerously.

"Yeah, he's Superman!" all three of them said. Rainbow Dash still wasn't sure what to make of him, but Applejack and Twilight chose that moment to run onto the scene. Applejack came to a stop next to her sister, but Twilight ran right up to Superman. He looked down at her just as she looked up at him.

"What are you?" she eventually asked.

"Who, not what. I'm Superman and I'm here to help," he said with one of his smiles. The smile just resulted in Twilight backing up a bit, not liking the look of his canines.

"So...Superman," Twilight said with some hesitation. "So what are you, a superhero?"

"I would have thought my actions would've spoken for themselves, but yes. I'm a superhero." The three of the adult ponies looked at him with some confusion, but the fillies just ran up to him again with smiles on their faces.

"I can't believe how easily you beat that hydra!" Sweetie Belle exclaimed.

"How can you fly so fast without wings? It's not fair!" Scootaloo pouted.

"Thanks fer saving us...again," Applebloom said with a bashful smile.

"Like I said, whenever you need me," Superman replied, returning their smiles. Applejack looked from Superman to the fillies, starting to put two and two together. A small smile creased her lips and she slowly walked forward to Superman.

"So yer the one who helped ma sister and her friends on the barn?" she asked, already knowing the answer to her question. Superman smiled and nodded in response. Twilight stepped forward, about to ask another question, when a roar of rage echoed throughout the destroyed village. Everypony there looked over to find that the hydra was getting back to its feet, now with eight heads instead of four. It stood up and hissed in rage, heading back towards the city. While the majority of the population started to scream and flee, Superman let out a sigh.

"Doesn't that thing know when it's beat?" He looked down at the ponies surrounding him. "Excuse me, I'll be right back." He pointed one fist into the air and shot off towards the hydra, the force of his lift off knocking most of the ponies there over. He came to a stop right in front of the beast, which narrowed its eyes at him and hissed.

"Come on now, after our last bout do you really think you can-" He was cut off mid sentence as one of the hydra heads had turned and fired off a blast of dark energy straight towards the ponies--more particularly, the three fillies and their friends and family. None of the ponies even had time to react, as the blast of darkness--

Superman placed himself between the ponies and the dark magic, bracing himself for the pain. When the pain from the blast arrived, it arrived in force. He could feel his body cry out in agony as the pain from the magical blast washed over him, as magic was one of the few things in all the universe that could hurt him. But unlike the dreaded kyrptonite, he could withstand this. He planted both feet onto the ground where he stood and tossed his arms open, absorbing as much of the blast as he could. He looked behind him to make sure the ponies were safe and a sight greeted him that he loathed to see.

He had made a mistake.

A blast of dark magic had slipped under his arm and had headed right for Applebloom, but before the blast could hit her, an orange pony had pushed her out of the way, taking the full blast herself. She skidded across the ground and lay there silently. The one called Applejack had a nasty gash across her side and was bleeding profusely, lying motionless on the ground. Applebloom and the others were beside her, trying everything they could to stop the bleeding. The one called Twilight seemed to be using some kind of magic to try and close the wound, but the dark magic kept rejecting her own. Superman could barely see, the pain caused by the dark energy was forcing his eyes closed. But what he heard next far outstripped any pain he could experience.

"Please don't die! Ah can't lose you too!" Applebloom cried out, trying to garner a response from her motionless sister. Lose you too? Did that mean Applebloom had lost someone else in her life, someone she had loved. He was instantly reminded of his parents, his home; how he had lost it all. And now these children were going to lose everything they cared about because he couldn't fight back?

"No..." he whispered. All the ponies looked to him as his eyes began to glow red again, rage coursing through his veins. With a yell so fierce that it shook the planet to its very core, Superman unleashed his nova vision against the darkness. In the face of pure energy, the darkness had no hope of victory and was immediately blasted into oblivion by the beam. The beam decimated the darkness and headed straight for the hydra. The creature didn't even have time to blink before its heads were once again blasted into ash. It staggered back before sixteen heads emerged from the body with a roar, angered that it had been beheaded again. What it saw the moment it could see again was a blue and red blur of rage slam into the creature's gut, resulting in the creature's blood ending up on the outside of it's body. Before it could blink, Superman (still lodged in its gut) soared up into the sky, bringing the massive serpent with it. The creature roared in fury and pain as the two blew past the cloud cover, heading into the stratosphere.

He finally reached the point he wanted, hovering high over the gorgeous planet. The creature struggled to breath under these conditions, but the matter of air was quickly ignored when it realized that it was above the planet and that Superman was the only thing between it and a very long drop. Superman removed himself from the creature's gut and watched it begin to fall, before flying over and catching it around one of its throats.

"I should drop you," he said in an angry voice, allowing his eyes to grow red. The creature looked at him with it's green eyes for a moment before the green faded away. The hydra blinked twice and opened its now blue eyes. It groggily looked down at the planet, slowly comprehending where it was. All of its eyes opened in terror as it slowly looked up at Superman. Superman narrowed his eyes, noticing the change. A moment ago, this creature hadn't cared that it was floating above a planet, all it cared about was destroying him. But now...now it looked at him with eyes full of fear, eyes begging him not to let go. This was not the same creature that had tried to murder hundreds of ponies and wipe out a city. Now it was just terrified. Superman knew when the effects of mind control had worn off, he had felt the effects so many different times.

"Don't worry, I won't harm you," he said to the creature in a calming manner. The hydra looked at him in disbelief, even more so as he descended back to the planet bellow. He dropped the hydra off on an island where it wouldn't be able to harm any other pony and quickly took off towards the destroyed town. He had made it back in a manner of seconds, but by the sounds of the wails of agony, he knew he was a few seconds too late. Superman came to a halt over the center of the town, where a young filly was clutching her sister's body.

"NO! NOOO!" Applebloom screamed, clinging onto her sister's corpse. The other fillies and the other ponies around her were crying as well, some of them unable to look. He landed softly besides the crying filly, guilt tearing apart his heart. If he had been faster or had stopped the hydra before it could have fired, maybe she would still be alive. He had failed her, he had failed Applebloom. He looked around at all the destruction, taking in his failure. The burned buildings, the crushed monuments and all the dead. Finally, he looked down at the crying filly, letting her anguish wash over him. He looked to the ponies and fillies besides him, watching them cry as well. They had been friends, they had shared many great times together and now she was gone...because he had been slow. Finally, he looked at Applejack with x-ray vision, hoping against hope.

Wait a second...her brain was still giving off brainwaves. Her mind was still working! But if her mind was working, that meant that she hadn't fully died yet. He quickly scanned her heart and found to his joy that it had only come to a stop. She hadn't bled out, her heart had stopped from the impact of the dark blast. That meant there was a--

He didn't even allow himself to finish that thought, as he scooped the not-dead pony up in his arms. Before the others could yell or even ask what he was doing, he rocketed off into the sky. With the lack of any modern hospitals that he had seen on this planet, there was only one place to find the electricity he needed now: a thunderstorm. With speed that no mortal could comprehend, he flew across the globe in search of the perfect storm. He found it over a desert, with lightning and rain to spare. Without a moment's thought, he flew into the dark storm, black clouds surrounding him and the howling rain beating against his suit. The cloud with the greatest amount of electricity was his target and his only chance. Once stationed in the center of the cloud, he turned his attention to the wound. Using his heat vision, he slowly closed the bleeding wound on her side. While magic might not work, cauterizing usually did. This time the wound stayed closed, allowing Superman to wait for the lightning.

The first bolt was not long in coming. He saw the flash off to his right and quickly flew to intercept it, the bolt of lightning striking him square in the back. Superman gritted his teeth as the electricity flooded through his body, but also into the pony laying limp in his arms. He was using his body to absorb most of the shock, only allowing the amount that was needed to reach the pony's body. He watched as the electricity reached the heart, the currents pulsating through it. Come on...YES! The heart had moved on its own, the electricity restoring life to her. But it wasn't enough, he needed more electricity.

For the next thirty seconds, Superman flew back and forth, intercepting lightning bolt after lightning bolt. With each electrical strike, the heart began to beat more and more. He flew into one last lightning bolt, feeling the currents flow through them both. Finally, her heart started beating on its own. He watched as the blood began to flow, restoring life to the pony's body. After a few seconds, Applejack finally opened her eyes and looked up at the Man of Steel.

"Superman? Wha...Where am I?" she asked in confusion, looking around at the thunderstorm. She screamed and nearly jumped out of Superman's arms as a bolt of lightning nearly hit them. While she screamed in terror, Superman let out a sigh of relief, glad that he had managed to save her. He turned with a smile as Applejack clung to his chest and flew off towards Ponyville.

{><}

He had to admit, he was not expecting the kind of response he got when he returned. He had slowly landed in the center of the town, crouching down so that he could place Applejack on the ground. She staggered a little, but gave him a grateful smile. He smiled back and looked up to see a stampede of ponies heading for him. Leading the charge was Applebloom, tears running down her face as she rushed towards her sister.

"Hey, Applebl--"

"AAAAPPPPPLLLEEEEEEJJJJJJAAAAACCCKKKKK!" Applebloom cried, tackling her sister and knocking them both over. While Applebloom cried and her sister comforted her, the other ponies finally caught up to them. The rainbow one and the other two fillies ran over to Applejack, tackling her back to the ground. Twilight on the other hand, walked over to Superman, who was smiling at the heartwarming reunion.

"How?" she asked him.

"What do you mean?" he asked her, turning his attention away from the others. Twilight was looking at him with suspiscion in her eyes and a bit of fear.

"How did you bring her back? She was dead. No heartbeat, no movement; NOTHING! How could you bring her back? What are you?" Superman rolled his eyes and stood up, walking towards the pony.

"Again, I'm not a what, I'm a who. And like I said earlier, I am-" Once again, Superman was interrupted by a blast of magic that hit him in the side of his head. The magic was strong enough to toss the Man of Steel across the town center like a ragdoll and he only came to a stop when he slammed into the side of a building. He shook his head and got back to his feet, looking into the sky from where the attack had come.

A majestic chariot was floating in the air, pulled by two white pegasi with golden armor. What interested him the most was the alicorn inside. She was a pure white, with a sun on her flank. Her mane flowed with a multitude of colors, with a golden crown completing the look. But what was the most interesting was her eyes. Eyes full of rage.

"YOU DARE ATTACK OUR SUBJECTS?" she roared with authority, power crackling off her body. Superman shook his head in disbelief and sighed.

"Here we go a-" He moved to the side as another blast of pure magic blasted by him. The alicorn began to unleash a torrent of magic down upon him from her horn, unleashing her full power in an effort to exterminate him. Superman could see each attack before it could reach him, giving him plenty of time to dodge out of the way. With each of his dodges, the alicorn got more and more frustrated.

"For the love of, I have no interest in hurting your subjects!" he yelled out to her, still having to dodge her attacks.

"YOU EXPECT ME TO BELIEVE YOU?! YOU WHO CAME FROM SPACE IN A WAR VESSEL AND DESTROYED THIS TOWN?!" she roared, unleashing more fire down upon him. While he continued to dodge, he noticed that a number of shots had almost hit a few civilians. This was getting out of hand, she was endangering innocent lives now. Time to end this. In the blink of an eye, Superman moved from the center of the town to right in front of the princess. Before she could move, he grabbed her by the horn and lifted her over the side of the carriage. The ponies watching couldn't taking their eyes off the battle, none of them daring to move.

"That's enoug-" The alicorn unleashed her power through her horn, burning Superman's hand. He let go for a second, pulling his hand back. Then she unleashed her full power. A pure beam of magical energy slammed into his chest, nearly burning through his suit. He was tossed from the carriage and tossed through the sky before being driven into the ground. The impact created a small crater and the magic pinned Superman to the ground. He groaned and looked up to see a giant ball of energy being tossed at him, causing a massive explosion when it hit the ground. Celestia finally let up, panting heavily after exerting so much of her power in one fight. She looked at the smoking crater, relieved that she had won. Whatever she had fought, it had been tough. Nopony could survive that much magic, bur for a moment she had believed it did. With the creature defeated, she flew off her carriage and landed next to the ponies.

"Do not worry, you are all safe now," she said in a exhausted tone. The reaction they gave her was not what she had expected.

"What the heck, princess? Why'd you go and do that?" Scootaloo asked in a rage.

"Yeah, why'd you hurt Superman?" Sweetie Belle added. Celestia looked at the both of them in confusion.

"What do you-"

"Superman just saved mah sister's life! He didn't deserve that!" An infuriated Applebloom yelled. "And you just went and...and..." Celestia realized that she was looking behind her and slowly turned around. Standing right behind her was a very annoyed Superman. Celestia fired another blast at him, only to watch as he seemed to vanish into the air. She felt a hand place itself on her shoulder, a hand that was filled with power.

"As I was saying. Enough." Celestia slowly backed up, not believing her eyes. She had unleashed her full power upon him, everything she had in her arsenal and it had done nothing but anger this creature. He walked right up to stare into her eyes, watching as the pupils shrank down to a very small size. He stared into her eyes for a moment before walking right past her over to Applejack, crouching down to her level.

"How are you feeling?" he asked her.

"F-fine, thanks fer asking," she replied in an awed tone. He used his x-rays to check her internal injuries, making sure everything was okay. A frown crossed his face when he saw that the damage wasn't permanently repaired, only temporarily so. "You need to get to a hospital, you're still hurt." Applejack looked at him in confusion, but his tone told her that he wasn't kidding.

"Come on, I'll take you to a hospital," he told her, scooping her back into his arms. He looked to the east to see a nearby hospital and had turned to fly off to it when Celestia stepped in front of him.

"And why should I let you fly off with Applejack?" she asked him in a threatening tone. Superman sighed and rolled his eyes. Was she seriously doing this now?

"Okay. First: because you can't stop me. Two: because she needs a hospital. And third..." Superman took off faster than any of them could blink and headed for the hospital that he had seen on his way back. Celestia yelled at him and took to the sky to follow him, leaving the other ponies to only stare in awe.

Supertalk

Nurse Redheart had seen a lot of weird things in her life: Ponies that changed into different colors because of a potion they had ingested, or the time that a number of ponies had been turned into cacti by the local librarian. At this point in her career, she had thought that nothing could faze her. Boy, was she wrong.

She had just finished reading a stack of medical records when the doors to the hospital were blown open in a huge gust of wind, scattering the papers across the room. She turned in a rage to the pony who had done that, to find a sight that dropped her jaw to the floor. A massive, bipedal creature was standing in the doorway with a red cape blowing behind him. He held an orange pony in his arms.

"Excuse me, miss? This pony here needs medical attention now," it told her, walking over and showing her the wounded Applejack. Redheart wanted to run, but her sworn oath to help others came first. So, despite her better judgment, she ordered a stretcher be brought in for the pony. The staff that brought the stretcher had the same reaction to the creature as she did, but the creature was more concerned with the pony's safety than it was of their opinion of him. He gently placed the pony down on the stretcher and watched as the doctors and nurse sped off with her.

Now that he had a moment to rest, Superman started to look around the hospital. He could see the rooms above and to the sides of him, filled to the brim with the injured and dying. It hurt him deeply, knowing that if he had been a moment faster they all still might be well. He walked over to the seats in the main office and sat down, waiting for any news of Applejack. He heard the door to the hospital open again and watched as the princess he had just battled walk up to him, face flustered and panting heavily.

"Where's...Applejack?" she managed to pant out. Superman pointed down the hallway to where all the doctors and nurses were. Without another word she left to go check on the pony, but stationed two guards who followed her to watch him. While Superman could no longer see the princess or Applejack (well, he could but chose not to do so), he could still listen in on their conversations with ease. He leaned back against the chair and simply tuned in to their conversation.

"Are you sure that's what he did?" he heard Celestia ask Applejack.

"Well, ah can't be certain. Ah was...dead for most of it. But when ah woke up, we were thousands of feet in the air and in the middle of a lighting storm. Considering how tingly mah body was, ah figured he used the electricity to bring me back." Celestia began to pace back and forth, not sure of what to make of the story.

"What happened with the hydra?"

"Well...it was incredible, fer what ah saw. The hydra was just devastating the village and...and was about to step on mah sister, when this blur just flew in and caught the hydra's foot! He lifted the hydra with one arm--ONE ARM! Ah've never seen somepony so strong!" Superman heard Celestia's heartbeat increase and she started to pace even faster.

"What else do you know?"

"Princess, I'm sorry to interupt, but we need to begin operating on Applejack. While the burn did stop the bleeding, she is still in danger," a nurse informed her.

"Yes, of course. Get well soon Applejack," Celestia said, turning back down the hallway. Superman opened his eyes as she entered the room, watching her as she glanced at him. She pulled up another chair with magic and sat down in front of him. She looked up and down at his suit, eyes resting on the slightly burned "S" on his chest.

"What does the "S" stand for?" she finally asked.

"Superman," he responded with a smile. She narrowed her eyes and continued the questioning.

"Why are you here?" she asked.

"Because you took my ship," he responded with a raised eyebrow. Celestia looked taken aback, surprised that he knew.

"How did you--?"

"You said during our fight that I came here on a warship. Considering that I have never even spoken to you before, it was pretty obvious by your statement that you found my ship in the forest and are now hiding it in a place that was probably lined with lead." Superman smiled to himself as Celestia's pupils shrunk, because he hit the nail on the head. The guards looked at her nervously, while she did her best to hide the surprise. It wasn't that hard to figure out. When he had been scanning the castle up on the mountain, he had come across a room that he couldn't see into. Considering that he had practically scanned the whole globe, he could reasonably guess that his ship was in there. Delicacy prevented him from simply tearing into the room and taking it back.

"Well then, if you know we have the ship, then you should also know that it is armed to the teeth with weapons and destructive potential. Why are there such items aboard your vessel?" Celestia asked him in a threatening manner.

"The weapons are there for my protection," he said with a shrug. "Not that I need them." He didn't know why, but as he said this, Celestia's eyes narrowed and she glared at him.

"So what you're saying is that you don't need your weapons to conquer us. That we are so weak and defenseless that you could easily take control of our world if you wanted." Superman raised an eyebrow at her. Where the heck did that come from?

"Ma'am you're mistaken. I have no desire to--"

"Then you underestimate us greatly. I have the power to throw you into the sun." Wait a minute, was Superman hallucinating or did her eyes just flash green--a green similar to the color that the hydra had? Something was amiss. Time to stop being so nice...

"For some one who is afraid of my power, you really want to be the one to make me stronger?" he said with a smile, waiting for her reaction. As he expected, her temper only increased and she snarled at him again.

"Then how about the moon, I heard it's lovely this time of year!" she retorted. Superman smiled at that as well.

"That's fine with me, it's only a short flight away."

"How did you survive my magic? It is the strongest in the land."

"I moved out of the way. With the speeds at which I can fly, that spell of yours looked like it was moving in super slow motion." He was getting to her, he could feel it. She began to snarl again and he could see the magic beginning to form on her horn. A quick glance at the two guards showed that they too were surprised by her behavior, confirming his belief. Something was wrong with the princess. He was preparing to bring her down when the hospital door opened again and the ponies he had met earlier walked in. Twilight, Rainbow and the CMC all looked at Superman and Celestia in confusion, wondering why they were glaring at each other.

"Um, Princess, what's going on?" Twilight asked. Celestia's eyes flashed back to normal and she shook her head once.

"Oh...nothing, Twilight, I was just talking with Superman here," she said with a smile. This change in personality was not lost on Superman, his eyes narrowing. She wasn't trying to hide her angry side, it was like her personality had done "a one eighty"--completely changed around to the opposite direction.

"Yes, just talking," Superman said with a smile. "Your friend's down there." He jerked his thumb towards the back room where Applejack's surgery was being performed. The ponies smiled at him and ran down the hallway to where Applejack was, all except for Applebloom, who stood awkwardly in front of him.

"Um...thanks fer saving mah sister...and the town...and everypony in it," she said with a small smile, walking over to him and wrapping a hug around his leg. Superman couldn't help but smile and patted her on the back. She let go and raced down the hall to her sister's side, leaving Superman to continue speaking with Celestia.

"Well that was nice of her," Superman uttered aloud. Celestia looked back at him and shook her head again, seeming to have difficulty keeping her focus. She looked at him and he noticed that her eyes were their regular color now.

"Yes, I suppose. I must go now, thank you for your time." Celestia stood up and exited the hospital, still shaking her head. The two guards turned and followed her, casting one last glance at Superman before they left. Superman watched her go, not sure how to proceed. He knew that something was up, but it would be a very bad idea to bring down this planet's ruler based on theories. His thoughts were interrupted when he noticed that the purple one, Twilight, was heading back over to where he was sitting.

"Shouldn't you be with your friend?" he asked. She flinched and looked back to Applejack's room before taking a seat across the table from him. She started eyeing him just like Celestia had done earlier, making assumptions about him before even getting to know him. He braced himself for another interesting talk.

"Why Spandex?" she asked. Superman was taken aback. Of all the questions he had expected her to ask, that was not one of them. She looked at him with a raised eyebrow and a slight smile, hints of jest in her eyes.

"The suit is designed on what my race wore back on my home planet. It is sort of a way to remember them," he explained a little awkwardly. "It's designed on the pattern of clothing that my father wore." Twilight looked at him in a new state of interest, pulling a notebook out of thin air and begining to write down what he said.

"You said what your race wore, not wears. Does that mean your home is...?"

"Yes, my home world was destroyed when I was a baby," he said with a sigh. He didn't want to tell them this much about himself so soon, but if telling them the truth got them to trust him, then it was for the best. "My father built a ship for me so I could escape and shot me across the stars in my planet's final seconds to a small planet called Earth. It is my adopted home now." He watched Twilight take notes furiously, smoke rising from her quill as she wrote so fast. After she had finished writing, she realized what his words meant and looked at him with sympathy.

"You're an orphan?"

"Yes, but I have been well-accepted on my new home world, and I am admired to a degree," he replied humbly.

"So...why are you here then?"

"Because your princess has my spaceship and won't give it back," he said with a small laugh. Twilight raised an eyebrow at him.

"Really?"

"Well that's part of it, but there have been so many ponies in danger since I got here that I've spent a lot of my time helping out. I've saved the Cutie Mark Crusaders at least twice now," he said with another sigh, remembering their antics. "Do thay always get in that much trouble?"

"Unfortunatly," Twilight said with a sigh as well. "So you're a super hero, huh?"

"Yes, I am a super hero."

"With incredible powers beyond anything we've ever seen?" she asked suspiciously.

"Yes," he answered with some hesitation.

"And we could do nothing to stop you?"

"I have a feeling that this conversation is starting to head the wrong direction."

Twilight stared at him for a good minute before asking her next question. "Are you here to rule us?" Superman rolled his eyes at her. Why was everyone asking him that question? He gave an "unbelieving" look to the pony, noticing that she too had a unicorn horn and wings. Wait a second, Celestia had both as well. Ah.

"You're a friend of Celestia's, aren't you?" he asked with a smile. Twilight's eyes widened and she slowly backed up from the table.

"How...?"

"Because she asked me, or implied, the same thing only a few minutes ago. By the way, keep an eye on her, something's not right with her." Twilight blew off his warning, but was surprised to see just how observant he was. "But to answer your question: no, I have no intention of ruling your or any other world. I'm here to help," he said with certainty, looking Twilight in the eyes. She flinched and looked away, unable to share the stare.

"G-glad to hear it. But you could rule us if you wanted to?" Superman was beginning to get annoyed, tired of being asked if he were there to rule them. What did he have to do in order to get these ponies to trust him?

"If I wanted to, but I would never--"

"And we couldn't stop you?" she asked quickly.

"I don't know about that, but--"

"Have you ever used your powers to overthrow a ruler before?" she asked, her questions getting faster.

"Yes, once or twice, but that's not the--"

"So you might do the same with Celestia or--"

"Can you please stop with these questions?" he asked with a sigh, bringing his hand down onto the table gently. Despite controlling his powers the best he could, he still slammed the table into the ground beyond the point where it could be pulled out. Twilight looked down at it with wide eyes while Superman put his palm to his face.

"That didn't help my cause, did it?" he asked.

"Uh-uh," Twilight responded. Superman was about to make another try to prove he was there to help, when the door to the hospital once again opened and a pony that both of them knew walked in.

"Princess Luna!" Twilight cried out in joy, walking over to her. Luna smiled at Twilight before looking over at Superman.

"So we meet again, Superman," she said with a smile, extending a hoof. Twilight looked between the two of them in disbelief as Superman stood up and walked over to shake her hoof.

"You know him?" Twilight practically shouted, looking at Luna is disbelief.

"Yes, we met last night. I must admit, my reaction was similar to yours at first. But I came to realize that he is what he says he is. He is simply here to help," she told Twilight with a smile. "So, have you met the others?" Luna asked him.

"Yes, I've met your sister," he said with a smirk. Luna sighed and face hoofed.

"She tried to accuse you of being an invader here, didn't she?" Luna asked. Superman nodded. Luna removed her hoof from her face and sat down on one of the chairs, barely giving a glance to the table crushed into the floor. "Please forgive her, we've had a bad history with super beings in Equestria, with Discord and Sombra to name a few. I assure you, she doesn't mean it personally."

"That's good to hear, but I need to ask you something about her. Do her eyes usually glow green when she gets angry at someone?" he asked, his concern audible in his voice. Luna turned to look at him, confusion written on her face.

"Green eyes? Are you positive that they were green?" she asked in a slightly worried tone. Superman nodded once again, causing Luna to get back up and pace. "Those who have green eyes would belong to either Sombra or Chrysalis, but neither of them have been spotted in some time. Also, they could not get past the magical enchantments that we have stationed around Canterlot," she muttered to herself, pacing back and forth. "Is it possible that you only believed her eyes were green?"

"While it's unlikely, I must admit that it is possible. They didn't stay green long, just for a second." Luna didn't like the sound of that. While Celestia did have a bit of a temper (Luna was one of the very few that very knew about it) her eyes had never flashed green during any of those times. Was Superman telling the truth? He had no reason to lie to them, as he actually seemed to care about them. But that had to wait, now she had some questions for him.

"So," she began with a sigh, sitting back down, "What happened out there?"

"Well, your highness," Twilight began, "it started off with the festival going smoothly, with many of the participants showing up. The festival got off to a great start, with the annual judging and everything. That's when things started to head south." Twilight took in a breath, remembering the tragedy that had only just happened. "A massive hydra came out of the forest and started to destroy the town. The others and I tried to stop it, but it was just too powerful. It got to the point where we could only watch as it tried to bring its foot down on the CMC. We couldn't do anything." Twilight broke off at this point, all the destruction vivid in her memory.

"Yes, and then?" Luna asked softly.

"That's where I came in. I heard the three call out for help while I was over a desert, so I flew over as quickly as I could. I got there just before the hydra brought its foot down on them," Superman finished for Twilight.

"How did you stop the hydra?" Luna asked. Superman gave her a look.

"By catching its foot before it could stomp down," he replied with a shrug. Luna had to catch her jaw to keep it from hitting the floor. He had lifted a hydra's foot by himself? Just how strong was he?

"G-go on."

"After that, I dragged the creature into the outer stratosphere to try and get it to calm down." Luna's jaw did hit the floor at this point. "But I found that it was being controlled, and whoever was controlling it had no more interest in it after it had been beaten. After that, I dropped the hydra off on an island and flew back to Ponyville...only to find that I was too late." Luna blinked and looked into Superman's eyes as he said this. Was it her, or did she see...regret and sorrow in them?

"By the time I returned, many ponies had already died or been injured. But worst of all, Applejack had taken a blast for her sister, a fatal blast. Luckily I found that her heart had only stopped, so I scooped her up and flew to the nearest thunderstorm to try and restart her heart." Luna could only nod to indicate for Superman to go on.

"While in the storm, I flew into lightning bolts and absorbed the brunt of the blast myself, allowing the electrical shock to go through my body into hers, which let the current reach heart without her getting hit with the full force of the lighting. It took a few tries, but I was finally able to get her heart started again. After she was breathing, I dropped her off at this hospital. The rest, I'm sure you know." Luna and Twilight didn't know what to say. They didn't want to believe that he could perform all those feats with ease, but the evidence was too great to ignore. Twilight finished taking notes while Luna looked at him curiously. He was a potential threat...but he could be an even greater ally.

"Well then, from what you have told me I believe I owe you two things. The first is an explanation: I told Celestia that I saw a strange vessel enter the Everfree forest and told her where it landed. So in a way I am responsible for the loss of your ship." Superman raised an eyebrow, but shrugged with a grin. It wasn't like he didn't know where it was anyway. "The second thing I owe you...is a thank you," Luna said, taking a deep bow in front of him. Twilight went wide-eyed and slacked-jawed at the sight of her princess bowing to somepony else, but Superman shook his head and offered her his hand.

"I appreciate the thanks, but no one needs to bow to me," he told her, grabbing the hoof she had extended and pulling her to her hooves. "I'm just happy to help." He turned his super sense toward the room where Applejack rested, noticing that she was beginning to wake up. "Alright, Applejack's finally awake. How about we go say 'hi'?" He stood up and walked down the hallway to her room, leaving two alicorns with two very different opinions about him behind. Twilight believed that he should be monitored and kept close to a princess at all times, for safety. Luna believed that she had finally found somepony else to protect her subjects with her during the night. Both were right in their own way.

"How's it going?" Superman asked as he pushed open the door to Applejack's room. Applejack looked over at him from her bed and gave him a weak smile, whereas Rainbow Dash cast him a cold look. The CMC bounded over to him, except for Applebloom, who stayed by her sister.

"Hi Superman! What did Celestia want?" Sweetie Belle asked eagerly.

"She just wanted to ask me a few questions and have a talk," he responded smiling, watching them bounce in place.

"Yeah, about getting shipped off our planet," Rainbow muttered under her breath so nopony could hear.

"No, Rainbow, that wasn't it. But what happened out there isn't important," he smiled, turning to Applejack. "How are you feeling?" he asked her. When he tried to get close though, Rainbow Dash put herself between him and Applejack.

"Sorry. Close friends only," she snorted.

"Aw come on, Rainbow, don't be like that. He only did save me and mah sister, along with the rest of Ponyville," AJ said, wincing as she tried to sit up. " Ah reckon that makes him a friends of ours." Rainbow Dash looked between the two before slowly backing away from the bedside. Superman walked past her and sat down beside Applebloom at Applejack's bedside.

"So, feeling any better?" he asked.

"Yeah, the doctors expect me to make a full recovery, but no physical activities fer a while. That's gonna make the farm work more difficult for Big Mac and Applebloom, but it wouldn't be the first time one of us got injured," she said with a small smile. The smile turned into a wince and she laid back against the pillows. "The doc says that ah probably would've bled out if you hadn't stopped the bleeding. That was a minor concern considering that ah was already dead. So ah should thank ya fer saving me."

"No need, I'm just happy to help. Also," he said softly, looking over at Applebloom, "I'm glad I was able to help keep a family's home together." Applebloom gave him a grateful grin, as did Applejack.

"And speaking of homes" Luna said as she and Twilight walked into the room, "Where will you be sleeping tonight, Superman?"

"I'll probably be sleeping in the upper atmosphere, close to space. I'd be able to keep an eye on everyone up there."

"Oh no ya don't. You can't just save me and mah family's lives and expect us not to return the favor. You can sleep in mah family's barn for as long as you need to," Applejack offered.

"That sounds good. Superman, would you mind staying with Applejack's family for a while?" Luna asked him. He thought about it for a second before smiling.

"Sure, I'm fine with that. Living on a farm again will bring back old memories."

"Good, now that everypony is in agreement, I must go and make a full report back at Canterlot. I am not looking forward to the paper work," she said with a groan, casting a magic bubble around herself and vanishing in a flash. All the others watched her go before beginning to head their separate ways themselves.

"Well, I'll see all of you later," Twilight said. "I have a lot of reshelving to do and I bet Spike is looking forward to it." She left with a smile, clapping her hooves together before teleporting out herself.

"Yeah, I got to get some z's. See you all," Rainbow Dash chirped. Superman noticed that she looked right at him when she said this, "later." With a flap of her wings, Rainbow Dash flew down the hallway and out of the hospital. Superman looked down at the three fillies that had been left behind.

"How about I take you all home?" They all looked at him and nodded in agreement. He looked to Applejack, who nodded as well.

"Yeah, ah'm cleared to go home. But ah can't walk there mahself. Little help?" she asked, holding out her fore hooves. Superman smiled and scooped Applejack into his arms before looking down at the other three.

"So, how would the three of you like to fly in the air with Superman?" The three fillies' eyes lit up and they all agreed simultaneously. He crouched down and allowed the three to climb onto his back. Once they were there, he walked out of the hospital and bent his legs for take off, jumping lightly into the air so the others could hold on. Once they were airborne, he headed off to Ponyville.

{-----+-----}

After dropping off Sweetie Belle and Scootaloo, Superman carried Applejack and Applebloom on his shoulders back to their farm. The sun was setting off in the distance, and thanks to the efforts of Celestia and Luna, Ponyville was on its way to recovery (Celestia didn't want Superman to help, but there wasn't much she could do to stop him). While they walked, Applebloom told Superman about her days in school and what the CMC did for fun, while Applejack rested the best she could. Superman had decided to walk to the farm so that the ponies could get to know him better.

"...So then the whole town hated us, so we had to stand up to Diamond Tiara in order to clear our names," Applebloom finished, telling Superman of one of her group's adventures. Superman nodded with a smile, happy to hear how the three handled Diamond Tiara.

"That was good of you. Standing up to bullies without the use of violence is the best way. Violence should only be used as a last resort. Remember that."

"Is that why ya didn't flatten Celestia back there?" Applebloom asked him with a smile.

"Like I said, stand up to bullies, but only use violence as a last resort. There was no need for me to 'flatten' her," he said with a smile. Applejack, who had been sleeping, finally spoke up.

"It's gonna be hard having to rest while mah family does all the work. There has to be something ah can do." Applebloom shook her head and gave her sister a stare.

"You heard what the doctor said, no physical labor until you're healed!"

"Alright, alright, ah was just thinkin' out loud," she mumbled. "Sure gonna be tough on the farm for a few weeks."

"I'm more than willing to help if you want," Superman offered. Applejack immediately declined, telling him that he was their guest and he wouldn't need to do any work for them. The two argued about it for a minute before Superman won the debate.

"I'm going to help out, unless you think you can stop me?" he teased, raising an eyebrow at Applejack. She opened her mouth to respond, but closed it with a chuckle.

"Alright, but ya take orders from me, got it?" she teased back.

"That's fine with me," he said with a smile as the barn came into view. Tomorrow would be very interesting.

[===]]]

At the hidden Canterlot Hall, Celestia and a group of scientists were doing their best to crack the code on the ship. They had spent nearly two full days trying to hack into it. Its technology was light-years ahead of their time, but with the aid of magic they were able to get inside the computer. The wealth of information they found inside was incredible, but what they were after was what was behind the encrypted part of the computers.

"Alright, let's try this again," Celestia muttered, channeling her magic through her horn. The magic flowed into the computer, entering its systems and starting to hack into its secure files. The other unicorns added their power to the computer as well, and after a few minutes of tough mental concentration, the computer finally gave. The other scientists cheered while Celestia walked up to the computer, watching as it turned on.

"Let's see what secrets you hold, Superman." She flipped through the files on the computers, beginning to learn about everything--from why Superman was flying through space in the first place, to what the Earth was, and where it was located. The last bit interested her greatly. A spell from of old came to mind and a slow smile spread across her face while her eyes flashed green.

"I wonder what your home world has to say about you...hero."

Day at the Races

Applejack's family reacted to him the way he figured they would. The moment after he had knocked on the door, a big red stallion had answered. His eyes had gone wide at the sight of his wounded sister in the creature's arms, and he reacted the way any concerned brother would: he attacked. The stallion went for a tackle, which was useless, and wrapped his hooves around Superman's waist, trying to bring him down. While Applebloom and Applejack tried to explain, Superman watched in amusement as the stallion tried to bring him to the ground while an old green mare said she was going for her shotgun. While it was fun watching the others panic at the thought of the old mare with her gun going after Superman, eventually Applejack managed to calm everyone down to the point where they could all talk without need of violence.

After explaining the day's events to the two, whom Applejack introduced as Granny Smith and Big Macintosh, the other family members quickly apologized for what happened and agreed with Applejack that Superman could stay at their place for awhile. While Big Mac and Applejack started to prepare dinner, Superman and Applebloom helped Granny Smith set the table. After dinner was ready and the table was set, the group sat down together for a nice conversation.

"So, what kind of freak are ya?" Granny Smith asked right out of the gate.

"GRANNY! That is not how we treat a guest!" Applejack shouted across the table.

"Sorry, sorry, so what are ya, MR. freak?" Granny Smith said with a smile.

"GRANNY!"

As Applejack and Granny began to argue, Superman looked at the surfeit of food that had been laid out for them. True to their name, the Apple's had prepared a number of apple-based foods for Superman. Applepies, applesauce, a salad made of grass, hay and apples (he wasn't touching that) as well as applecider. The smell of the pie entranced him the most, reminding him of the pie his ma used to cook for him back in Kansas. He sliced 'himself' a small piece and brought it to his mouth, allowing the aroma of apples to fill his nose. With the scent of the pie alone making his mouth water, it was time for a bite.

It was a taste beyond words. The apples within the pie were completely complemented by the flakiness of the crust, allowing the flavor to be brought out to its fullest. It was almost as good as the pies he remembered from home...Almost. After trying the rest of the apple-based food, each as delicious as the last, Superman turned his attention to the two ponies that were still bickering. Applejack was trying to convince Granny Smith that Superman wasn't a freak and that he was the one responisble for saving her life. Smith pointed out that he was a full two feet taller than all of them and looked like something out of a comic book. He smiled at their banter, content with watching the two of them bicker. Also, he could tell that Granny Smith was just joking around, since he heard no threats in what she said. He looked over to Big Mac, who was shaking his head at his sister and grandma.

"You don't talk much, do you?" Superman asked the stallion.

"Nnope," he replied with a shrug.

"Hey Superman, do you have any stories that you can tell?" Applebloom asked with as much enthusiasm as she could. It had been a long day for the little filly and she could barely keep her eyes open, trying her hardest not to fall into her food.

"Sorry sis, but it's time fer bed. 'Early to bed, early to rise.' So let's go, everypony, and other, in bed," Applejack told the ponies gathered around. Everypony and Superman stood up; they went to their rooms while Big Mac helped clean the table. Superman headed for the door, since he was sleeping in the barn, but stopped as he walked by an interesting picture hanging in the doorway. It showed two adult ponies with a red colt and a small orange filly. Superman placed the two younger ones as Big Mac and Applejack, but that would make the other two--

"Mah parents."

Superman turned to face the orange earth pony who was now standing beside him, looking upon the picture with sorrow in her eyes. "We lost them five years ago. The accident was tragic and claimed many others, but those two are the only ones that stick out fer me." Superman's face softened at her words, memories of what happened to Krypton stirring in his mind.

"I'm sorry for your loss," Superman said softly, giving her a sympathetic look. She looked into his eyes and gave him a grateful smile.

"Thanks, but you should get to bed. It gonna be an early morning." Superman nodded and Applejack turned around, heading up the stairs and to her room. Superman walked outside into the moonlit night, letting his heightened senses taking in the beauty of this new land. It was a nice change of pace from the busy, crowded and loud streets of the city, expecially since there was almost no polution in the air at all. But what he enjoyed most was that he heard no cries for help, no plea for someone to save them; no one in danger. He had been hearing the cries of those in pain for so long that the quiet was...soothing.

He walked over to the big red barn, remembering how he had helped to rebuild it just the other day, as well as teaching three little fillies about the importance of always telling the truth. He was still amazed that they had come to trust him so fast, even if he did save them from a burning building and help them to repair their destroyed barn. Superman carefully pushed open the barn doors, smiling as the scent of manure and hay floated through the air, memories of his childhood playing in his mind--like the time he accidentally tipped the tractor over when he was getting a ball, or when he knocked over the barn when he was trying to catch a pig. Now that he thought about it, he had more in common with the CMC than he'd care to admit. A pile of hay in the corner would suit his needs for a bed, though he had some thinking to do first.

Superman plopped down on the hay pile, trying to piece together some of the things that had happened to him. First, was there was a connection between the hydra and Celestia? While the hydra's eyes had been a permanent dark green during the entire fight, Celestia's had only flashed green during their conversation, and only when she was conversing with him. It was possible that he had been seeing things. Heaven knows what that hydra's dark magic had done to him, but he had been at this for too long to believe that it had been a coincidence, that her eyes had flashed the same color of the controlled hydra's. Whatever had been controlling the hydra had somehow gotten to her and was possibly influencing her attitude. Of course, he could just fly straight to her castle and ask her flat out, but again his delicacy prevented him from doing so.

Superman let out a loud yawn and placed his hands behind his head. Closing his eyes, he wondered what tomorrow would bring and what excitements would follow. Drifting off into slumber, Superman began to dream of a time when he was a farm boy, and all the good times it had brought him. With a small smile crossing his face, he fell asleep.

+++({s})+++

"So what do you have for me to do?" Superman asked Applejack as the two walked up a hill near the apple orchards. Reaching the summit, Superman's eyebrows went up as he saw the magnitude of this farm's crop. Hundreds of apple trees flourished here, with thousands of delicious looking apples just ripe for the picking. His father would've been amazed to see so many apple trees doing so well, especially if they were grown by ponies.

"What you'll be doing is helping Big Mac to harvest most of these here apples. Ah don't expect ya to get them all today, so just go fer as many as ya can," she instructed him, rubbing the spot where the magic had struck her. The two walked down from the hill and into the grove, Superman looking at the trees, impressed, while Applejack dragged a few buckets with her. They came to a stop under a particularly bountiful tree, where AJ started to give orders.

"Alright, Big Mac will get here a little later, so I want ya to buck these apples off the tree and into these buckets," she said with a grunt, placing the buckets at the base of the tree. Superman took his eyes off the tree and looked at her, certain that he had heard wrong.

"I'm sorry, you want me to what?" he asked her in confusion. She looked up to him with a raised brow.

"Buck the trees." When he gave her another look, she rolled her eyes and walked over to the tree.

"Buck them. Like THIS!" she shouted, slamming her two back legs into the trunk of the tree. The entire tree shook and a few apples fell off the branches, falling nearly perfectly into the buckets. Applejack winced and staggered back from the tree, her wound acting up again.

"See?" she said with a grimmace, pointing to the buckets. "Just hit the trees as hard as ya can and the apples fall straight off."

"Alright, just hit the trees lightly and watch the apples fall," he repeated, walking over to the tree.

"No, hit it as hard as ya can. Don't worry, the tree will stand strong." Superman looked over his shoulder at her, a small smile on his face.

"Trust me Applejack, you DON'T want me to hit this as hard as I can," he said with a smile. Applejack smiled in reply.

"Go ahead and hit it hard. Ah bet the tree can take anything ya throw at it."

"Don't make bets you can't win," he teased. Applejack snorted and stomped a hoof into the ground.

"Bets ah can't win? Ah bet that this here tree can take yer best punch!" Superman raised an eyebrow and smiled lightly.

"Oh? And what are you willing to bet?" he asked, enjoying the little debate. Applejack thought about it for a moment before an evil grin spread across her face.

"Alright, if ya managed to knock over the tree, than ah will personally give ya a tour of Ponyville. But when mah tree stands tall, then ya'll have to watch over mah sister and her friends when they go out crusading."

'I already do that,' he thought to himself. Superman didn't care if he won the bet or not, he even thought less of the stakes. It was just nice to have a casual bet with someone that didn't involve the fate of the world hanging in the balance.

"Deal?"

"Deal," Superman responded, standing in front of the tree. Even though he had bet Applejack that he'd use his full force, the tree wouldn't stand a prayer if he went full power. He figured that ten...twenty percent would be more than enough to knock the apples off. He brought his fist back, aiming for a knot on the tree. He waited a moment before swinging, concentrating on restraining himself. Once he was confident that he was completely under control, he swung his fist forward towards the knot.

'Gently. Gently--'

"HI SUPERMAN!"

Since Superman had been concentrating so hard on not destroying the tree in one hit, he hadn't heard Applebloom walk up behind him. Since he hadn't heard her coming, he hadn't been prepared for her to yell in his ear and startle him. And since she startled him and broke his concentration...

WWWWHHHHAAAAAAAAMMMMMM!!

Superman winched from the sound of the impact while both Applejack's and Applebloom's jaws hit the ground as the force from Superman's punch not only uprooted the apple tree, but also tossed it straight out of the apple orchard and off into the distance. He stood back up with a sigh and turned around to face the two sisters, neither of whom had recovered from the sight of their tree flying off over the horizon.

"Hello, Applebloom," Superman said, returning the greeting. Applejack picked up her jaw and looked at Superman in awe.

"One tour of Ponyville, coming up," she said in a whisper. Superman looked down at the buckets under the tree, noting that at least some of the apples had miraculously fallen into them. How did that happen? The force of the punch should've...it didn't really matter. Superman was about to apologize, when he picked up on the sound of wingbeats coming from the distance. He looked up to see a purple alicorn flying towards Applejack's farm. After pointing this out to the other two, the three walked over to the front of the barn, where Twilight was going to land.

"Howdy, princess," Applejack greeted her with a small bow. Applebloom followed her sister's example, but Superman did not, something that Twilight noticed.

"Applejack, for the last time there's no need to greet me like that," she said with a slight blush, embarrassed at her friend's actions. Applejack and Applebloom both stood back up while Twilight looked over to Superman with a less than friendly glare.

"You. At my house. Now," she said simply.

"Why?" he asked.

"Because I need to prepare you for what come's later today," she said with a smile, opening her wings back up and ascending back up into the sky. Superman and the two sisters watched her go, each wondering what that was about.

"Well you heard her. I need to go over to her treehouse," Superman said with a shrug. Applejack's face fell at that and she lowered her head.

"W-well, ah guess we can manage without ya fer today. I feel bad fer Big Mac, there's no way he can do all the work by himself." She quickly hid her disappointment and looked back up with a smile. "But don't you worry, we can still finish all the chores before the day's done." She looked at Superman, surprised when he started to chuckle to himself.

"Just beacuse I'm leaving in a few minutes doesn't mean I won't help finish. Now what else do I need to do?" Applejack gave him a look as if he had just volunteered to walk straight into the changling empire and bad mouth the queen.

"What do ya have to do? There's still bucking the rest of these apples, plowing the fields and taking all those barrels of hay to the cow pens. There's no way you can--" Faster than a speeding bullet, Superman flew right by Applejack and Applebloom in a blur. He quickly flew through the trees, knocking all the apples off the branches with the speed of his flight alone. Before the apples had time to fall to the ground, he scooped them up into his arms and flew them back to the barn, depositing them in the buckets which were intended for them. Taking flight again, he soared over the fields that needed to be plowed. He hovered just above ground level and shoved his hand into the dirt, creating a small indent. He sped forward at an incredible pace, his hand acting like a plow. Within a matter of seconds, he had completely plowed all the fields and kept the lines in perfect symmetry. Lastly, he rocketed over to where the bales of hay were lined up, waiting to be carried over to the cow pens. He placed one hand under the pile and with a flick of his wrist, tossed the bales into the air before catching them on his shoulder. A quick flight to the cow pens to deposit the hay wrapped up the day's chores. Now that he was finished, he flew back over to Applejack and Applebloom, both of whom were struck speechless.

"Well, that's that. Anything else you need me to do before I head off?" he asked with a smile. Applejack could only shake her head back and forth slowly, still unable to speak.

"Alright, I'll see you two later," he said with a smile and a waved goodbye, taking off in the direction of Twilight's house. He flew slower than usual, wanting to enjoy the view of the town. Hundreds of ponies were out and about, trying to enjoy the day and forget about the terror of yesterday. Despite the ponies not being that technologically advanced, the town was being repaired at a rate much faster than he would've expected. To top it all off, most of the working ponies had a smile on their faces, seeming to enjoy the work they were doing. Of course, most of those smiles vanished as soon as the citizens saw him.

Superman always found interest in seeing how other species reacted to him and his powers. He watched as the workers pointed up to him and gasped, gaining the attention of the rest of the town's populace. He kept his eyes on their faces, wanting to see their reaction. As he had anticipated, some of the ponies gawked at him, while others ran and hid. However, some of the ponies recognized him from the brawl yesterday and waved up at him, smiles and gratitude on their faces. Some tried to flag him down, but he had an appointment to keep. So with a friendly wave, he flew off towards the treehouse in the distance, wondering what Twilight wanted to talk to him about.

{S}

The tree house was an odd building. It looked as if the ponies had carved out the inside of the tree and turned it into some sort of library. His x-rays also told him that Twilight was pacing on the ground floor, apparently annoyed that he was a few seconds late. He also noted that there was a second creature waiting for him as well, though this one was armed with a frying pan and a pot lid on it's head. Superman chuckled at the sight and slowly descend in front of the door, knocking on it once he had landed. It swung open to reveal a very angry Alicorn.

"What took you? I said to be here a minute ago!" she screamed. Superman raised an eyebrow, wondering why she was so upset. It was only a minute.

"I was finishing some chores at Applejacks," he replied with a shrug.

"What chores?"

"All of them." Superman watched with a hidden smile as Twilight's face lost some of it's color and she backed up a little. He walked through the door (having to crouch a bit) and into her home. It was just as he had seen. A library stacked wall-to-wall with books, probably hundreds of books. Superman also noticed that everything was perfectly in place, meaning either Twilight didn't let anyone touch the books or she was an organization freak. Probably the latter. Twilight walked past him and to a section of the floor that had two cushions with a table in between. She sat down on one side and indicated for Superman to sit on the other side. When he had done so, she pulled out a notebook and looked across the table at him.

"I suppose you're wondering why you're here?" When he had nodded, she continued. "I brought you here by request from Princess Celestia. She wanted me to ask you a few questions, since she was unable to do so at the hospital. So if you're ready, let's get started." Superman was used to this, having been questioned on numerous occasions in the past, although he was curious to see what questions this pony would think up.

"Alright, first up: what's your name?" And there it was, nine times out of ten that was the first question asked. Who was he, where did he come from?

"Glad to see you're being original," he muttered with a smile. "I already told you, I'm Superman. I'm here to--"

"I asked what's your name, not what's your hero name. I was once a hero myself, I know about the whole secret identity thing," she explained, looking him in the face. "Of course, you don't wear a mask, so maybe you don't have another name."

"Don't worry, I have another name. However, I don't feel inclined at the moment to tell yout," he said. Twilight looked like she was about to argue, but Superman cut her off. "I'm sorry, but I don't even tell my name to most the people I trust, let alone those who don't trust me." Twilight tried to think of an argument, but Superman's reasoning was too strong. So she decided to move on with her questions.

"Fine, whatever. Next, what is the full extent of your powers?" Superman had to think about this one. He had a number of powers that he could tell them about, but that might create a larger gap between him and the ponies. So he decided to tell them of the powers they already knew about.

"I have, as you know, super strength, flight, super speed, heat vision and I'm virtually indestructible. That about sums it up." Twilight's eyes narrowed at the virtually indestructible part, not liking the sound of it.

"So you have no weaknesses?"

"I have some weaknesses. One or two." It might have been a bad idea to mention his weaknesses to a pony that didn't trust him, but if they knew he wasn't completely all powerful maybe they would be less afraid of him.

Now that she knew he had weaknesses, she had to figure out what they were. "So, any chance you can tell me what those weaknesses are?"

Superman chuckled at that, knowing that she was actually being serious. "Sorry, but that would probably be one of the dumber decisions I have made. No offense, but I'll keep those to myself." Twilight sighed, but she actually hadn't expected him to tell. She went on to her next question.

"Celestia said that your home planet is called Earth. What's it like there?"

"It's a fairly nice place, filled with billions of people. Humans as they're called, have built massive cities and some impressive technology. My role there is as a protector of the planet, keeping them safe from all harm." Twilight gave him another look, not sure what to make of his story. That sounded nice and all, but she wondered what the humans thought of this...protector.

"So, the humans are essientally helpless to stop anything that threatens them?" she asked. 'Like you.' But much to her surprise, Superman began laughing, actually pounding his fist on the table, smashing it into splinters. After a quick apology, he shared his thoughts with Twilight.

"Helpless? Oh no, humans are anything but helpless. They may not be as strong, fast or durable as me, but they have a spirit that can't be matched and I have been beaten an embarrassingly number of times by the humans, one in particular. So trust me when I say that they are far more powerful than me. It's easy to fight evil when you have insane superpowers, but to do so without them makes for a true hero." He watched as Twilight scribbled down what he had said word for word. She looked as if she wanted to ask something else, but Superman cut her off again.

"I was wondering if you might introduce me to your friend, who happens to be at the top of the stairs and staring at me," he said with a smile, turning around to face the dragon. The purple dragon yelled and hid back inside the door he had been hiding behind.

"Spike, come down here please," Twilight asked. The dragon named Spike slowly began to walk down the stairs, his eyes on Superman the entire time. Since his eyes were locked onto Superman, he completely missed a step and fell head over heels down the stairs--or he would've, if a blue and red blur hadn't caught him before he hit the floor.

"Whoa, careful there," Superman said with a smile, gently placing the dragon on the floor. While the young dragon looked up at him with awe in his eyes, Twilight was looking at Superman with a new sense of dread. She hadn't been certain of his full power, since she had only arrived to see him demonstrate his super strength, but witnessing his speed first hoof was simply terrifying. She hadn't even registered that he had moved until he had caught Spike from hitting the ground. His speed was just simply unreal.

"Um, t-thanks," Spike managed to stammer, looking up and down at Superman. "T-that was really fast."

"Like I told your friend, I'm one of the fastest beings alive. Now," he began, turning to face Twilight as Spike ran back upstairs, "What did you need to prepare me for today?"

"Oh right. I've set up a meeting for you today to talk about yourself to some ponies." This caught Superman off guard, something that seemed to be happening a lot lately.

"How many ponies?" he asked carefully.

"Um, the whole town," she replied with a sheepish grin. Superman blinked twice and slowly placed his face in his palm.

"And you just assumed that I'd be on board with this?"

"I was certain that you'd say 'yes.'" Superman removed his face from his palm and looked at Twilight, slowly shaking his head.

"Fine, I'll do this, but then I don't want to you to volunteer me for anything else without my permission. Deal?" he asked her, extending his hand. She looked from it to him, realizing she had no choice.

"Deal," she grumbled, grabbing his hand with her hoof. They shook, one smiling and the other frowning, before Twilight walked over to the door and opened it.

"Alright, ready to meet the town?"

"Why did you set this up for me again?" he asked her, standing back up and heading for the door.

"Because, you flew in, smashed a hydra, flew off with it to Celestia knows where, and came back to save Applejack's life. I'm pretty certain that the town would just love to meet you," she said with a slight smile. Superman shook his head and followed her out the door, wondering what other surprises awaited him.

{S}

He was really tired of being surprised. The ponies had set up a stage in the center of the still-destroyed city where hundreds had gathered around, with a sign standing in front of the stage that said that the ponies would be able to meet the alien invader later today. Glad to see that his statement of protecting them had gotten through. Superman was sitting in a chair that had been set up for him just to the left of the podium. He sat with his arms crossed and eyes closed, not needing his x-ray vision to see that nearly every pony there was staring at him. Twilight sat next to him, her eyes still on him as well. None of the ponies except the CMC and Applejack seemed to trust him, and that was only after he saved their lives. The crowd was in a quiet uproar, meaning that they were all whispering so loud that it was essentially talking loudly...and all of it was about Superman.

"I can't believe we have an alien invader here in Ponyville."

"I heard he tossed a hydra."

"Did he really bring Applejack back to life?"

Superman was really getting tired of all the questions about him and kept wondering why he was really here. He couldn't wait for this discussion to get started so that he could put their questions to rest. He cracked his eyes open a bit as an old brown mare took the stage and walked over to the podium, noting that her eyes were, like everyone else, on him. She stepped up to the podium and cleared her throat, silencing the entire crowd. Once everypony was silent, the mare began to speak.

"Mare's and gentlecolts. We are here today to meet a very...interesting...individual. We do not know much about him, but I hope that we can find out more about him in this interview. I present you, SUPERMANE!" Superman let out a sigh at the butchering of his name, but stood up and walked over to the podium regardless. If the crowd was silent before, it was like a graveyard now. Superman took a moment to scan the crowd, watching all their faces.

"Hello," he finally said. The crowd gasped the moment he spoke and some of the ponies that were brave enough to sit in the front row passed out. Superman sighed again, not liking how this talk was already going. "Alright, since all of you seem to believe that I am some sort of monster, I'm here to tell you the truth. I am called SUPERMAN, not mane, and I am here to help. NOT to rule the world." The crowd started to murmur again, some of them believing him and some of them not certain yet.

"That's about all I have to say about myself, so I'll open it up to questions," Superman finished, looking around at the crowd, watching as ponies flinched from under his gaze. A few trembling hooves went up, the braver of the ponies wanting to ask their questions first.

"Yes, you," Superman said, pointing at a certain seafoam green pony. The nervous mare stood up shakily, barely able to contain her excitment.

"A-are you a human?" she asked in pure glee, practically hopping up and down with excitement. Superman opened his mouth to respond, but quickly closed it again. He wasn't sure how to answer the pony's question. Yes, he was technically from Earth, but he was not human. If he wanted these ponies to trust him, he'd have to be honest.

"I could lie to you by saying yes, but I am not a human. I am a being known as a Kryptonian, from the planet formally known as Krypton." The pony gave him a confused look and raised her hoof again. "Yes?"

"But you look just like a human. And what do you mean, formally known as Krypton?" Superman took in another deep breath, preparing to answer a question that was personal to him.

"Yes, humans and Kryptonians have very similar traits, but we are not the same species. As to Krypton...when I was just a child, my parents built a ship to take me away from Krypton, which was on the verge of dying. I managed to escape moments before Krypton exploded." The mood in the village had changed and he could feel it. The ponies that were previously unsure about him were now feeling sorry for him and those that had already liked him now felt even more connected to him. The pony sat back down and a few more hooves went up. He picked another pony, this one wearing a tiara and was a pink color.

"Why are you so ugly?" she asked in a mocking tone. Superman raised both eyebrows as the entire crowd gasped, everypony turning around to stare at the young filly. Here it was, the moment he knew would come. The ponies wanted to see how he would react to being insulted, to see what he would do now.

"Why am I so ugly? I suppose I'd have to blame my father for that one," he said in a lighthearted tone. The way he answered the question seemed to have a calming effect on the ponies, his joking answer to the question at least showed that he wouldn't go off on them if they insulted him. The ponies began to ask more and more questions, some of them weird and others being just plan silly, ranging from why did he have a cape to what his cutie mark was. Superman let a small smile begin to spread across his face as the ponies seemed to become more and more friendly with each question. The real question came after most of the normal questions had been asked.

"Yes, you in the back," he said, pointing all the way to the back of the crowd. The question that was asked caught him completely off guard.

"I challenge you to an iron pony competition!" All the ponies in the crowd turned to the voice, a quiet hush falling over the crowd. Standing at the very back of the crowd was a pony with a rainbow mane, a thundercloud with a rainbow colored lightning bolt on her flank and a very angry look on her face. Superman recognized her from yesterday as one of Applejack's friends. There was one thing that he didn't know.

"What's an iron pony competition?" he asked Twilight. Twilight, who had been staring at Rainbow Dash in disbelief, looked at Superman with an odd look on her face.

"An iron pony competition is where two ponies compete in a series of events to see who the better of the two is. It can be issued by anypony, but you don't see too many of them in this day and age. But if a pony demands one..."

"I get it, I have to accept," Superman muttered, looking back over to where Rainbow Dash was standing.

"Well, do you accept?" she half-yelled, walking towards him. His eyes narrowed at her, resulting in many ponies backing away from him. He wasn't sure he wanted to compete against this pony. Besides the fact that he would completely dominate the competition and defeat a hometown pony would not help his pony relations. If anything they would be afraid of him that much more. But then again, he would like to see what she was capable of doing. So he let a smile cross his face and chuckled...

"Very well. I accept."

{S}

The competition was to take place at Applejack's farm, the only place in Ponyville that could hold all the ponies and the events that were to take place. Applejack and her family had been surprisingly okay with it, since apparently this wasn't the first time their farm had been used for this sort of thing. All the ponies in Ponyville had come to watch the event, which Superman had helped the Apple's organize. Stands had been set up, snack vendors had been brought out and everypony wanted to see 'Rainbow Dash vs Superman.' A total of five events had been arranged, an odd number chosen so that there would be a clear winner.

Superman, once he had finished helping the Apple's set up the events, took a moment to wonder why Rainbow Dash was challenging him. The two hadn't really even talked to each other and he certainly hadn't said anything to offend her. Had he done something that offended her or was she just naturally competitive? Even if she had been the one to challenge him, Superman still wondered if he was doing the right thing here. While Superman was pondering this, he was also tuned in on the conversation Twilight and Applejack were having with RD, who was doing warm up stretches.

"Rainbow Dash, what are you doing? You can't win against something like him!" Twilight whispered to her, though Superman heard ever word.

"I don't have to win everything, I just need to prove that I can hang with him," Rainbow grunted back, stretching out her legs.

"Ah gonna have to agree with Twi on this one. Ya'll just don't stand a chance," Applejack agreed.

"Thanks for the vote of confidence, glad to see my friends getting behind me," Rainbow Dash muttered, switching over to back stretches.

"Why do you even need to challenge him? Yeah, I don't like him, but he doesn't seem like a threat...yet," Twilight argued with an exasperated sigh.

"To prove I'm still the best around, not some weirdo in spandex," Rainbow responded, stretching her wings.

"Sugarcube, ya don't understand. Ah've seen his power up close and ya can't compete against it. He's just too strong." Rainbow Dash sighed in frustration and turned towards her friends with a glare.

"Too strong? TOO STRONG!? Which pegasus performed the legendary sonic rainboom when no other pony could?" Before the others could answer, Rainbow Dash continued speaking. "That's right me! Who is one of the six Elements of Harmony? Me! There is nothing that he can do that I can't out do!" She huffed at her friends and walked away, leaving her two friends to look at each other with worry. So, she didn't like the fact that he was stronger than she was, did she? Now that Superman knew what Rainbow's deal was, he could plan a response. He floated over where she had started to stretch again, startling her a bit.

"Look Ms. Dash, I don't know why you see me as a threat, but I can assure you that I haven't done anything to you to warrant this kind of aggression. There's no need for this competition," he pleaded with her, trying to call the whole thing off. But Rainbow Dash was too stubborn and her pride prevented her from backing down.

"Ha, if you're afraid of me, you should just say it out loud. When you're done trying to be nice, get yourself ready for the biggest beating you've ever received," she said with a smirk. Superman wanted to say something else, but he figured it would be useless since Rainbow Dash didn't seem to be in the listening mood. So, he'd just have to go through with the competition. The ponies in the stands were riled up and just like with the Q and A, the pony known as Mayor Mare was set to announce the event.

"Mares and gentlecolts, today is a day that Ponyville will never forget! We have another iron pony competition between the most unlikely of participants. On one side we have the Element of Loyalty and residential daredevil, RAINBOW DASH!" The crowd went wild when Rainbow's name was mentioned, screaming as loud as their lungs would let them. Then the mayor turned to him. "And in the other corner we have, SUPERMANE!" Superman's facepalm could've destroyed a planet. He was starting to believe that these ponies were purposly mispronouncing his name just to annoy him. It was pretty quiet when his name was called, with only one or two cheers, but he had been expecting that.

"The first event of the day is the hay bale toss. I hope that I don't need to explain this event, but for those who live under a rock, all you have to do to win this event is to toss the bale of hay farther than your opponent. That's all there is to it, so let's get this competition under way!" The crowd roared again as Superman and Rainbow Dash took their places on the starting line. A bale of hay was placed infront of them, which RD walked up to first.

"Move aside, spandex man. Let a pro show you how it's done," she said with a smile.

"By all means," Superman countered. Rainbow Dash walked over to her hay bale, cracking her neck and jogging in place, pumping herself up. She turned around so she could aim her back hooves at the bale of hay, taking careful aim. The crowd was in a dead hush, all waiting to see how far she could kick it. When she was ready, Rainbow Dash let loose a loud scream and slammed her back hooves into the bale. Her powerful kick tossed the bale for nearly a full fifty yards, landing with a thud. The crowd cheered as she walked by Superman with her head held high.

"Beat that," she taunted. Superman shrugged and walked over to his bale of hay, picking it up in one hand. The crowd noise had once again died down to a whisper, allowing him to focus. Again, he wasn't concentrating so much as to win the competition, but only so as to not completely dominate the competition. He didn't want to show off his full strength unless he needed to do so, and right now he didn't need to do so. He hefted the bale over his shoulder and aimed it just right so it would land just past Rainbow Dash's effort. He tensed his muscles, pulled back and-

"GO SUPERMAN!"

For the second time that day, the voices of fillies caught him off guard at the wrong moment, breaking his concentration once again. He had been in mid-throw when the voices had yelled out, so it was too late to stop. He placed a hand over his face as the bale of hay sailed off over the horizon, vanishing from sight in a matter of seconds. He turned to where the CMC were sitting, giving them a look that caused them to sink beneath the bleachers. While he was looking at the bleachers, he noticed that most of the ponies had their jaws on the floor. Those whose jaws weren't broken were staring at Superman with looks of terror and uncertainty in their eyes. Rainbow Dash was glaring at him with pure disbelief, with a hint of fear in her eyes as well. Mayor Mare tried to regain control of the situation.

"Um...okay then, let's move on to the next event: hoof wrestling!" The two competitors walked over to a table that had been set up for them, each of them sitting down on either side. Rainbow continued to glare at Superman while Superman started to concentrate on restricting his power, also making sure to not be startled by any outbursts or yells. Rainbow Dash put her fore hoof on the table with a snort, glaring at the scoreboard that now said one to zero.

"This time I will win," she snarled. Superman placed his arm up on the table as well, wrapping his hand around Rainbow's hoof as gently as he could. By the look on her face, as gently as he could equaled a death grip to her. Mayor Mare held up her hoof, the crowd waiting in silent anticipation for the next event. She swung her hoof down and the hoof wrestling began. Rainbow Dash pushed with all her might against Superman's arm, trying to use her rage to fuel her strength. The crowd was in a complete frenzy, screaming and hollering for RD while a few cheered for Superman. Despite her great strength and her willpower, Rainbow Dash couldn't even budge the Man of Steel's arm. While it looked like the two were evenly matched, Superman hadn't even begun to try. He was actually looking past Rainbow Dash, thinking about his meeting with Celestia. Is she was being mind-controlled? He guessed that she was, which meant that eventually he would have to either stop her or whoever was controlling her. He hoped for the latter, but he would defeat Celestia if need be, something that was sure to make the ponies hate him.

"And the competitors are neck and neck! Who will win?" Mayor Mare yelled out, snapping Superman back into reality. Rainbow's face was red from the sheer amount of force she was applying to his arm. He watched in amusement for a few seconds before deciding to end this. With a simple bend of his elbow, he slammed RD's hoof to the table and flipped her right out of her chair to the dirt below. The crowd gasped as she lay on her back, trying to comprehend what had happened.

"Are you alright?" Superman asked with a chuckle, offering her a hand. She growled and slapped it away, picking herself back up.

"Yeah, I'm fine," she muttered, looking over to the score board where the score now read two to zero. 'It's alright Dash, all you need to do is prove you're the fastest. It doesn't matter if he's stronger, you just have to be faster!' she thought to herself, walking away from him.

The next event was something that Rainbow Dash was confident that she could win. Since both the competitors could fly, the following event was a cloud sculpting contest. The competitor that could sculpt the most impressive cloud statue would be the winner. They would both be sculpting at the same time, with a time limit of five minutes. Rainbow Dash and Superman took their positions as a grey pegasi brought the two clouds down for them.

"Competitors ready? GO!" Rainbow Dash reached her cloud first with a burst of speed, using her hooves to add some shape to the fluffy cloud. Superman just slowly flew over to his cloud and gave it a look, wondering why this was part of a competition that until now was based on physical activities. With a shrug, he floated over to his cloud, well aware of the hundreds of eyes on his back. He looked over a RD, whose's sculpture was beginning to take shape in an interesting way. An idea popped into his head and he reached out to grab the cloud.

And his hands passed right through it.

He blinked twice and stared at the cloud a little shocked. The crowd gasped in unison while Superman tried to grab the cloud again, his hands passing through just like they had before. Even Rainbow Dash had stopped working on her own sculpture to gasp, until she started to laugh at him. So, unlike the Pegasus, he couldn't grab or moves clouds himself, at least not with his hands. He cast a glance at the scoreboard which read two to zero. He shrugged and backed off, not worried if he'd lost one event. Besides, since he didn't want to dominate the competition, this worked out well for him. He sat back and watched as Rainbow Dash finished off her sculpture, a cloud formed into the shape of some sort of pony with a thunderbolt trail following her. The time limit ran out and since Superman was clearly defeated, Rainbow Dash finally won her first event. She looked at the scoreboard with a massive grin on her face as her score went from zero to one, screaming with glee and taunting Superman at the same time.

"And Rainbow Dash wins the event!" Mayor Mare screamed as the crowd roared in excitement. Rainbow Dash started doing poses while Superman watched on with a smile. Just as he predicted, the crowd was ecstatic that their hero had won. While RD flew around the stands in celebration, Superman hung back with a smile. It didn't matter to him that he had lost or that he couldn't touch the clouds. What mattered was showing these ponies that he wasn't a threat, that he was there to help. After the cheers had died down a bit, the next event was announced. They would be...

"Sack racing?" both Rainbow and Superman asked at the same time. The mayor nodded excitedly, pointing over to the sacks on the race track. Rainbow Dash sighed and started to walk over to the sacks, but Superman held up his hand in protest.

"If I may, I'd like to forfeit this event," he said. The mayor gave him a look, but shrugged and announced to the crowd that Superman had forfeited the fourth event. Some of the ponies booed, but the cheering started again when the crowd realized that his forfeit meant another point for Rainbow. The cheering began again while Mayor Mare announced the final event.

"Mare's and gentlecolts, the final event of the day to settle the score and break the tie will be...a race to Canterlot and BACK!" The entire crowd gasped at her announcement before going into a frenzy. "That's right, Equestria's fastest flier will go one on one with the alien himself to see who is the fastest around! The rules are simple: waiting at Canterlot are two flags, one rainbow colored and the other with an "S" on it. The first flier to grab their flag and fly back over the finish line will be considered the winner!" This event interested Superman. A race to determine who the fastest was right up his alley. Now in his world he may not be the fastest alive, but he was fairly certain that he could beat Rainbow Dash without too much trouble. The two walked over to the starting line, RD placing her front hooves on the starting line while Superman did the same with his hands. Twilight and RD walked over as the taunting began.

"Sorry Superman, but you're not going to be able to beat me in speed. I'm the fastest--"

"Fastest flier in Equestria, I got it," Superman said with a grin. "Just don't count your chickens before they hatch."

"Ugh, now you sound like Applejack."

Both prepared themselves as Mayor Mare walked over and held a flag over their heads. The crowd was silent with anticipation, the air humming with nervous energy. The scores were tied and this was the event that would decide it, decide who was the better of the two. Both contestants tensed, eagerly waiting for the -

"GO!"

The crowd roared as Rainbow Dash tore off from the starting line, barreling ahead at full speed. The crowd screamed in excitement, only to die down in confusion when they realized that Superman was still at the starting line.

"Uh, Superman, the race has started," Twilight said.

"I know. Just giving her a head start," he said with a small chuckle. Twilight and Applejack both looked at him dumbfounded. Who gave the fastest flier in Equestria a head start? Rainbow Dash meanwhile, had been flying as fast as her wings would carry her, already activating her famous sonic rainboom and heading to Canterlot at top speed. She reached the city within thirty seconds, heading straight for the flag. The moment it entered her field of vision, she rocketed over to it and grabbed it with her forehooves, turning around and screaming back towards Ponyville. She was going so fast that tears started to slip from her eyes, victory all but assured. She hadn't even seen Superman behind her, she was that far ahead. This was all her! The finish line was in sight! She was going to--

kkkaaaaabbbbBBBBBBOOOOOOOMMMMMM!!!

Just like the previous day, a blur of red and blue completely tossed RD aside as it streaked by her. She had just enough time to recover when the blur came by again and sent her for another loop as it blew right by her. By the time she had recovered her balance, she had already lost. Rainbow flew back down to the finish line to find Superman standing there triumphantly, flag grasped in his hand. The crowd, Applejack and Twilight, and even the mayor herself, all stood and gasped at the speed of the Man of Steel. He smiled down at the awestruck RD, who could barely comprehend what had happened. It couldn't be possible; it shoudn't be possible, but it had just happened.

She had lost in a contest of speed.

One Thousand to One

The day after the iron pony competition, all of Equestria was abuzz with the news that Rainbow Dash had lost a race to the Superman. The mysterious alien had defeated not only the fastest flier in Equestria, but also an Element of Harmony. While the town was in an uproar about the whole event, Celestia and her best scientist in Canterlot were hard at work trying to finish cracking the computer in Superman's ship. Celestia wanted to know everything about him, including what he wasn't telling them. She and her other three scientists stood in a circle around the ship's computer, which they had removed from the ship for convenience, and prepared to try and hack it again.

"Alright, for the third time," Celestia said to the others in an exasperated voice, upset at having failed twice already. The unicorns all started to flood the computer with their magic, trying to get through the final firewall. This time, instead of nothing happening, they managed to activate something.

"POTENTIAL THREAT DETECTED. PACIFY MODE ACTIVATED," the computer blared, activating pacification mode. Tasers and pellet guns emerged from the ship and started to fire upon the unicorns and the princess. She was fast enough to erect a barrier to protect herself, but two of the other scientists were not so lucky. One of them took a taser to the side and went down in an instant. The second pony was shot multiple times with the pellet gun, forcing him to run out of the room to avoid being shot. Celestia used her magic to rip the gun and taser off the ship, tossing them to the side.

"Well that was bad," Celestia said in a half-joking, half-scornful voice. Every time she thought that she had finally gotten into the ship's secrets, something else would happen to delay her futher. First the freeze guns, then the photon barrier, and now tasers. Superman must really like his secrets kept safe if he went to all this trouble.

"Alright, that's enough for now," she told the only remaining scientist in the room, who shook her head and walked over to the princess.

"Princess, why do you care so much about this Supermane? He seems really nice." Celestia turned and growled at the scientist, shutting her up.

"Superman is a 'wild card,' someone whose power cannot be trusted. I must know more about him before I decide to trust him. Twilight mentioned that he has weaknesses, but he didn't tell her what they were."

"Maybe you should bring the rest of the Elements of Harmony here to help you?" the scientist suggested.

"That's not a bad idea, but it would be...ugh," Celestia groaned as her head started to pound. She staggered against the wall while a small trail of green magic wrapped around her head. The scientist stood behind her with a toothy grin and glowing green eyes, the green magic circling around her.

"I don't believe you understood me," she said in a much more sinister voice. "Bring the Elements of Harmony here." Celestia turned toward the "scinetist" and bowed, her now green eyes just staring blankly ahead. She stood back up and turned to leave the room, leaving the pony alone. Once she was gone, the pony began to laugh manically as a storm of darkness swarmed her body, changing her into a very terrifing figure. A full black insect-like body, shredded wings and a very menacing horn. Queen Chrysalis.

"Yes, Celestia, bring me the Elements. Without Shining Armor and Cadence in the Crystal Empire, the Elements of Harmony will be powerless to stop my empire from taking over Canterlot. And with you under my control...for the most part, nopony will be able to stop me!" Chrysalis began to laugh, letting her laugh grow louder and louder until it echoed throughout the chambers. But her pre-victory celebration was cut short by another sound; somepony in the room was chuckling.

"Who's there? Show yourself!" she screamed at the shadows, looking around for the source of the sound. The chuckling turned into laughter, a deep, evil laughter that even Chrysalis recognized--and feared.

"Come on out creature, I know you're there!" The chuckling died down and the shadows before Chrysalis began to take a new shape. The darkness began to spiral around Chrysalis, a pair of green eyes with purple smoke surronding them peering at her through the darkness.

"Yes, nothing stands in your way except the alien with strength so great that he can toss a hydra with ease; speed that surpasses even the formerly fastest flier, Rainbow Dash, and a heart so pure that even I cannot corrupt him. Other than that, you're good to go," it said to her in a mocking tone. "I can't think of anything that could possibly go wrong." Chrysalis snarled at where his eyes were, horn glowing with dark power.

"I have already fitted Superman into my plans and already have a plan on how to stop him. I do not need you to tell me how to beat him!" she screamed in protest, firing bolts of magic into the shadowy mist. The futile attempt to hurt him caused the smoke to start laughing.

"What could YOU possibly do to that creature to beat him? I've seen his power from up close and it is no laughing matter. My super hydra destroyed the town of Ponyville and he beat it in a matter of seconds," it taunted, going from chuckling to full on laughing now. Chrysalis's rage was reaching the boiling point and she was determined to prove him wrong.

"Just you watch, oh mighty king, and I'll show you that I am more than enough to handle this...hero. By today's end, Canterlot will be mine! My spell forces Celestia to slowly be consumed by her fears, making her suspicious and distrustful of all. And with no way to stop the spell, it will not be long before she is jumping at her own shadow. With her on my side I cannot lose!" The smoke chuckled again and rolled his eyes.

"Alright, good luck with your plan. But when he has completely destroyed you, don't come crying to me." The dark mist circled around Chrysalis one last time before vanishing into the cracks in the floor. She sneered at where he had vanished before changing her form back into that of a scientist. As she walked out of the room, she smiled to herself, knowing that soon she would rule Equestria.

{S}

A few hours later, the other three members of the Elements of Harmony were on a train bound for Canterlot, having a good time and speculating why the princess would want to see them.

"Maybe she wants to talk more about Superman? He is on the cover of every magizine in Equestria at the moment," Twilight suggested with a shrug, holding up the newest cover of the Equestrian Enquirer with Superman's picture on the cover.

"Nah, it probably has something to do with the hydra that destroyed our home. Heaven knows that varmint was nasty," Applejack said with disdain, remembering the destruction that the beast had caused. The two started to debate the reason for the summons, while a very somber Rainbow Dash sat near the window, staring out of it blankly. A full day had passed for her, a full day with which she had had to wrestle with the fact that she was no longer the fastest flier in the land...that there was somepony superior to her, somepony that was faster. She was no longer the best.

"...Rainbow Dash? Hello, anypony in there?" Twilight's words snapped RD back to her senses and she turned towards her friends with a confused look.

"What? What's wrong?" Twilight rolled her eyes and sighed.

"We were asking you why you thought that Celestia was inviting us up to Canterlot so suddenly. The letter she sent us didn't say much, only that it was urgent! What could be so urgent that she needed us to drop everything we were doing and come to Canterlot?" Twilight thought out loud, pacing around the train car.

"Maybe she needs us fer something important. Like helping out around the city or tracking down some no good varmint," Applejack suggested, only to be ignored as Twilight continued pacing and Rainbow Dash had gone back to staring out the window. AJ huffed and sat back in her seat, the group waiting for the train to arrive at Canterlot. After another twenty minutes of waiting, the train finally arrived. Awaiting the train were four other ponies, friends of those onboard the train. Pinkie, Luna, Fluttershy and Rarity. Pinkie was bouncing up and down on the station platform in pure excitement, but also with a little worry.

"Oooo, I hope they get here soon! I've missed them all so much! We've been apart for so long I bet they've forgotten me!" Pinkie Pie exclaimed in worry as she continued to bounce up and down.

"Darling, we've only been apart three days. I'm sure they'll still remember you. After all, you're the type of pony one does not easily forget," Rarity said to comfort her friend, smiling at her. Pinkie still continued to bounce in place, looking down the tracks towards the approaching train.

"I hope all the animals are okay. There was the news of that terrible hydra attack in the town," Fluttershy said meekly, looking towards Luna. "But you said that somepony dealt with the creature, right? I hope it wasn't hurt."

"Do not worry Fluttershy, I was assured that the hydra was relocated completely...mostly unharmed," Luna assured her friend, draping a wing over her. Rarity scoffed at the mention of the "reliable source" that Luna had talked about earlier.

"Yes, this ALIEN that claims to be a hero. I don't know about you princess, but I wouldn't trust somepony that claims to be here to help without finding out more about them. Especially if they're running around in spandex," Rarity said with disdain.

"I believe that we are lucky to have him. He not only protected the town, but he also saved your sister and her friends. I would believe that you would be more grateful to him," Luna reminded her in a low voice, causing Rarity to flinch.

"O-of course, I am very grateful. I was just suggesting that you don't take everything he says at face value and should try to find out more about him," she replied with a nervous laugh. Luna rolled her eyes as the train started to come to a stop at the station. The conductor yelled out that they had arrived and the doors of the train swung open, allowing the ponies to exit the train. Twilight had barely taken two steps off the train when she was tackled by a wall of pink.

"TWILIGHT!" Pinkie cried, tackling Twilight and placing her in a death hug. "I missed you soooooooo much! Did you miss me as well? Do you still remember who I am?"

"Yes...Pinkie...I remember you," Twilight gasped out, managing to push Pinkie off of her. Applejack and Rainbow Dash followed off the train, each of whom also received a death hug from Pinkie. Once the six ponies had spent a moment catching up, Luna decided it was time to get moving.

"Greetings Elements, how was your ride?" Luna asked the ponies.

"It was unneventful. What did Celestia want to see us for?" Twilight asked. Luna let out a sigh and started to walk towards the castle.

"I am not sure. She has been acting odd as of late and is not herself. She has stopped confiding in me and spends all her time down in the science chamber with the ship in which Superman arrived. The way she obsesses over the ship is...unsettling," Luna said as she walked, recalling all the odd things her sister had done as of late. The news about Celestia's present mental state was not helping the ponies' anxiety.

"Well, where is she?"

"She is awaiting us at the castle. And no, she didn't tell me why either." It was an uncomfortable walk up to the castle for the ponies and the two princesses. Along the way they talked mostly about what had happened over the past few days, everything from Rarity's new fashion reveal in Canterlot to Twilight's talk with Superman. Luna also confided about the talk she had with him a few nights ago. Applejack nearly had a heart attack as she heard for the first time about how her sister almost was devoured by Timberwolves. After a while, the seven finally reached the front gates, which seemed much more imposing than they normally did. With a shrug, Luna opened the gates and led the others inside, taking careful note of the missing guards. The group walked through the castle and into the throne room, where Celestia and her scientist friend awaited.

"Hello, my little ponies," Celestia said with a smile. They all bowed (save for Luna) and walked up to her.

"Princess, what's wrong? Why have you summoned us so suddenly?" Twilight asked her teacher in a concerned tone. Much to everypony's surprise, Celestia did not answer, but instead continued to stare blankly at the group. Luna stepped forward, trying to gain her sister's attention.

"Tia? Hello, is there anypony in there?" Luna asked cautiously, slowly advancing towards her sister. While Celestia's eyes stared straight ahead, Luna looked into them; they flashed a color that she knew all to well.

"Chrysalis," Luna whispered. As soon as the words left her mouth, a blast of green magic slammed into Luna's chest and flung her across the room and pinned her to the wall. The ponies gasped and spun to the scienetist, whose horn was glowing with a green energy while a huge smile spread across her face. Green magic began to swirl around her, transforming her from a measly scientist into a figure that the ponies knew well: Queen Chrysalis.

"Chrysalis, what are you doing here?" Twilight asked her, she and the others taking up defensive stances. Chrysalis chuckled and walked over to the motionless Celestia, wrapping a hoof over her should with a laugh.

"Twilight, I thought you knew me better than that. I'm here to take over Canterlot of course," she said with a wicked smile.

"Do you honestly think we'll let you do that?" Luna asked with a snarl, looking to the motionless Celestia. "What have you done to my sister?"

"Oh, this? I simply used my magic to influence her actions by exploiting her fears," she explained with a smile, letting more of her magic flow into Celestia. "She really does have quite a few fears, doesn't she? Especially of this Supermane fellow. As to you letting me do this..." she grinned, clapping her hooves together. "I doubt that there will be anything you can do about that." The ponies looked around as all of the guards in the room were covered in green magic and transformed into changelings, grinning at the shock on the ponies faces.

"As you can see, this time I brought my own personal element, the element of surprise," she said with a nasty grin. "Oh boys...get them." The changelings hissed and rushed towards the seven ponies, teeth flashing and eyes narrowed.

"Girls, get to the Elements of Harmony, I'll hold them off!" Luna yelled, throwing herself in front of the changelings and erecting a shield. Twilight and the others took off as Luna started to fight back against Chrysalis and her minions.

"Will Luna be alright?" Fluttershy asked as they ran.

"She'll be fine, but we need to get to those Elements," Twilight said, using her magic to throw open the doors of the castle as they ran through them, skidding to a stop once she was outside. The others came to a halt behind her, their eyes growing as big as hers when they saw what was going on. The changelings had attacked in force and ponies everywhere were running for their lives. The changelings spotted the six and flew towards them as the ponies ran off towards the Hall of the Elements. When the changelings attacked them the ponies fought them off as best they could, but were quickly outnumbered and overpowered. Rainbow Dash had managed to fight off most of them, but their numbers eventually even got to her. The changelings tied the Elements up and watched with smiles on their faces as Chrysalis landed in front of them, bringing a tied up Luna and a mindless Celestia in tow.

"Twilight, you made this too easy. Did you believe that I would not think to guard the Elements or to bring any more of my forces? If you thought that, then you are a foal."

"We will stop you, Chrysalis!" Twilight snorted, trying to use her magic. Chrysalis simply stepped on her horn and aimed her own magic towards Twilight, a grin on her face.

"No Twilight, it ends here. Goodbye."

(S)

"How do you three always manage to get into these situatinons?" Superman asked the three fillies that were hanging on a branch far above the ground. He had been flying around when he had heard them cry out for help and had flown over as fast as he could. He found them in their current situation.

"Well, we were trying to get our cutie marks in skydiving, so we got some parachutes and jumped off the cliff above you," Scootaloo explained. "But the parachutes didn't open and we got stuck here, calling out for you."

"Am I going to have to keep an eye on the three of you the entire time I'm here?" he asked them with a small shake of his head, reaching out and scooping the three of them into his arms. He then gently floated back down to the ground, where placed the three ponies.

"Thanks fer saving us again," Applebloom said with a grin. "Ah hate to think what would've happened if ya weren't here."

"If I weren't here, you'd probably have your cutie marks in most time in the hospital," he said with a sigh, hoping that they would learn their lesson this time and not do anything else dangerous. "So, unless the three of you are going to do something dangerous again, I'm going to go--" He stopped mid-sentence. His ears that could hear a pin drop on the other side of the planet alerted him to something. He heard ponies crying out for help. He spun quickly and looked off into the distance at Canterlot, from where the distress calls seemed to originate.

"What's the matter?" Sweetie Belle asked, seeing his expression change.

"The ponies up there are in trouble," he told them. All three of them gasped at this.

"Mah sister's up there!" Applebloom exclaimed, worry filling up her eyes.

"You three go home," Superman told them calmly, turning back to the city. "I'm going to go help."

"Please help our sisters!" Sweetie cried. Superman nodded and extended his fists, taking off and flying over to Canterlot. It only took him a few seconds to get there and he frowned when he saw what was happening. He had seen enough invasions in his day to know that the ponies here were being invaded by some kind of bug-like creatures. He didn't have time to analyze them since they were attacking civilians, which demanded immediate action. Three bugs in particular were going after a family of ponies, who cowered in a corner crying for help. Superman flew down and grabbed all three of the bugs by their backs before spinning around and throwing them off into the distance. He figured that they could fly since they had wings, so he went back to fighting off this menace. He spent a minute protecting ponies that were being attacked and making sure that no one got hurt. Only when he had a moment to breathe did he hear another pony cry out; this pony's voice he knew well.

"Twilight," he muttered to himself and he flew off in her direction. He came to a stop above where Twilight and her friends were being held, the purple unicorn being tortured. He didn't know who the dark bug-like creature that was attacking Twilight was, but he knew she needed to be stopped. He focused his heat vision on her and fired off a quick burst into her side, knocking her away with a scream.

"If you know what's good for you, you'll stay down," Superman told her as he floated down in front of the ponies, causing most of the changelings to gasp when they saw him. Chrysalis grunted and sat up, smiling at him when she saw him.

"Ah, Supermane, I was wondering when you would show up," she said with a snicker, getting back to her hooves. "I knew that if I made the meat cry enough you would come to save them." Superman didn't answer her, but instead turned his head and let his heat vision cut the binds that were holding Twilight and the other ponies. Once they were free, he then focused his attention on the queen.

"You know who I am, but I have not made your aquatence before, miss...?"

"QUEEN Chrysalis, if you will. Ruler of the changelings and future ruler of Equestria," she said with a sarcastic bow. Superman raised his eyebrow at 'future ruler.'

"I hope you know that that's not going to happen," he said with a frown, uncrossing his arms and tightening his fists. "Because I'm going to stop you."

"Will you really? Well, then it's a good thing I prepared for you then," she said with another clap of her hooves. Superman looked around as all the ponies surrounding them suddenly turned into changelings. "I have been having my subjects take the place of ponies in this city for months, so that when the time came to take over, I would have my full army here." Superman's eyes narrowed as the situation turned from a tyrant trying to take over to a hostage situation. He would need to figure out where the other ponies were being kept, if they were even alive, but right now Chrysalis was his biggest concern.

"Prepare yourself, Supermane," she said with a wicked grin. "FIRE!" Superman moved himself away from Twilight and the others as every changeling in the area unleashed their magic upon him, hundreds of different spells all converging on him at once. The ponies watched in terror as the Man of Steel vanished under a storm of magic attacks that kicked up a massive dust cloud. While the barrage continued, Chrysalis began to laugh at her victory. She held up a hoof to stop the attack and turned to Twilight with a victorious face. "Well,Twilight, where's your hero now?"

"He's not my..." Her words died in her throat as she looked at the dust cloud, her eyes growing wide with shock. Chrysalis looked at her with confusion and turned to the cloud of dust, her eyes growing as big as Twilight's.

"There's no way..." she whispered to herself. In the dust cloud, two red eyes peered out from and the figure of Superman began to walk out of the dust, with not so much as a scratch on him. When the changelings began to fire, he had used his speed to fly above the attacks, watching from a safe distance as the spell missed him completely. When they were done firing, he simply flew back down and walked out of the dust, giving the impression that he had survived all of those spells.

"Are you going to give up now?" he asked her with a grin. She roared in rage and ordered all her changelings to attack him. A sea of darkness swarmed the Man of Steel as hundreds of changelings jumped onto him, causing a massive dog pile. Chrysalis began to laugh again, but there was a bit of nervousness in her voice this time. Superman sighed under the pile of changelings and extended both his arms before slamming his hands together. The shockwave created by the impact of his hands blasted the changelings off of him and shattered every window in the city. The ponies and Chrysalis watched in disbelief as the changelings went flying off into the distance, every single one of them tossed from the city. She took a step backwards as he advanced towards her, a smile on his face.

"Looks like you've run out of minions to throw at me, so I'll ask again. Are you going to give up?" Chrysalis roared as her answer and charged right at him, magic channeling through her horn as she tried to impale him. He simply sidestepped her attack and wrapped his arm around her throat. "Now then, I want you to tell me what you did with the ponies that your children replaced."

"I...will...never tell," she said with defiance. Superman simply smiled and flew off with her into the upper atmosphere. She looked around in fear as he held her by her tail upside down.

"Now I'm going to ask again, what did you do with the ponies that were replaced? Please answer quickly, my arm's getting tired." He would never drop her, but she didn't know that and the look on her face told him that she thought he would.

"They're in our lair, underneath Canterlot. You'll find them in cocoons!" she said desperately.

"There, that wasn't so hard." Superman flew back down to Canterlot with her and tossed her at the feet of Luna and the others. He then drove himself through the ground beneath Canterlot, quickly finding the nest of which Chrysalis had spoken. He found the ponies that had gone missing in green cocoons, looking to be alright. He quickly used his heat vision to free them and flew them back up five at a time. It took him a few minutes, but he managed to free all the ponies and return them to their home. Once he was finished, Superman landed next to Luna and Celestia. The latter had managed to free herself from Chrysalis' mind control for the most part, with Luna's help. Celestia glared daggers at Chrysalis and walked up to her, horn crackling with power.

"You dare use me to attack my subjects and try to take over my kingdom?" she asked in rage, pointing her horn at Chrysalis's head. "You will pay for your crimes."

"Whoa there Celestia, she's beaten. There's no need to kill her," Superman said, placing a hand on her shoulder. She shook it off and glared at him.

"She has attacked our home and tried to kill my subjects. She can't be allowed to live." Celestia turned back to the cowering Chrysalis and aimed her horn at her chest, but Luna stepped in front of her.

"Listen to Superman. You know what he says is right," she pleaded with her sister. Celestia glared at her for a minute before she turned away with a growl and walked off, leaving Superman there with Chrysalis.

"Ha, sparing me will be your downfall! I will not rest until--" Superman cut her off mid-sentance by using his ice breath to freeze her over completely, leaving her as an ice statue.

"There, now we can have some quiet," he said with smile as he turned to the ponies. "I take it you can handle things from here? I need to go make sure that none of the ponies were hurt during the attack." With a wave, Superman took to the sky, leaving the seven there to watch him go, some with fear in their hearts, others with respect and one with loathing. Twilight said that she was going to see how Celestia was doing and took off to find her teacher. Applejack said that she needed to get home and tell her family that she was alright, while Pinkie and Fluttershy headed off to check on those who had been imprisoned. And Rarity simply watched the Man of Steel fly off with a slightly red face, unable to peel her eyes away. That just left Rainbow Dash, who watched as Superman flew off into the unknown. She was one of the Elements of Harmony and the former fastest flier in Equestria. She was a black belt in karate and could fight with the best of them. Yet she had been helpless as the changelings attacked her and her friends, capturing them with ease. And then Superman descended from the sky and beat off the attackers without so much as breaking a sweat. She looked to the sky with tears beginning to fall down her face, realizing now just how superior Superman was to her. He was stronger, faster and tougher. Everything that made her special had been outdone by him. He was better than she was.

(S)

Luna admired him...the way he flew in to save them, and the way he managed to fight off all of the changelings without hurting a single one. He was a hero, everything that she aspired to be. She had once been like Chrysalis, one who sought to hurt and cause pain. Now she tried to redeem herself, but while most ponies were happy with the new her, she knew she still had a lot to make up for. But somepony like Superman is just what their world needed. He could show the ponies what true heroism was again and teach them how to be better. Luna looked up at the night sky from her room, happy that she was not alone. Somepony else was helping her to protect the ponies in the night. She had a new ally.

"I hope Supermane sticks around," Luna said with a small smile. "I like the idea of a new protector of Equestria."

(L)

Celestia hated him. The way he defied her, stopped her from doing what needed to be done and then took her job as protector of Equestria. She hated his smile, the way he convinced them that they were safe. But she had seen the truth, she had seen the rage, the unreleanting power behind those eyes. As she grabbed her head as pain started to go though it, she realized what Superman was. He was a threat, one that needed to be stopped. But she needed more information before she could do that and his ship was the answer to that problem. She had found Earth's coordinates, so in the silence of her lead-lined lab, she used her magic to open a telepathic link to Earth. She opened a hole in space time and while she couldn't travel through herself, she could use her mind link to establish a connection with a creature there. She sought a creature that knew more about Superman than anypony else. So she scanned the entire planet, finding multiple minds that knew about Superman. And then she found a creature that knew more than all the others, one whose intelligence was immense. Time to announce herself.

"Hello there," she said to the creature.

'What in the-Mercy! There's another telepath in my head. Get me my lead helmet!' Celestia heard what sounded like a male creature on the other end, and it was apparent that she had startled it, not the way she wanted this talk to start.

"Please wait. I need your help. I came to you because I found that you were the most intellegent creature on your planet."

'...Go on.'

"I have a problem. A creature from your planet has come to my world and while he managed to convince all of my subjects that he is good, I saw the true terror that he wields."

'...Is his name Superman by any chance?'

"Yes! Whew, I hoped that I would find somepony who knew something about him. Will you help me? Oh, allow me to introduce myself. I am Princess Celestia, ruler of the land of Equestria. And who are you, Mr...?"

'Oh, there's no need to be formal, my dear Celestia. If Superman is a problem, then I will help you in any way I can.'

"Oh, thank you. But if I may ask again, what's your name."

'Please, call me Lex.'

Getting to Know Each Other

If Twilight thought that the pony world had been going crazy for Superman after he saved Ponyville, then she would think that the world had gone full blown nuts after he saved the Elements and princesses in Canterlot. The papers were full of accounts from some of the ponies who had been there, about how easily Superman had dealt with the threat of the changelings. He was on the front page of every paper, even though he had no idea of when they got a picture of him. With the threat of the changelings defeated, the Elements headed back to Ponyville to rest for a while. While most of the ponies tried to forget about the whole event, a certain rainbow-haired mare couldn't let something go. Rainbow Dash had taken out her punching bag and had set it up in her training area, beating the stuffing out of it while she grunted to herself.

"Stupid...no good...overpowered Superman!" she growled to herself, slamming her hooves into the bag over and over. She didn't like him; she didn't like anything about him. He had not only outraced her and beaten her in a competition she had never lost, but he had also shown Equestria that anything that ponies saw as a threat was just an inconvenience to him. "Think you're faster than me? Think you're better than me?" she growled, imagining that she was hitting him every time she punched the bag. But she knew, even if she didn't want to admit it, that she wasn't truly mad at him. She wasn't mad that he had saved them or even that he had made it look so easy. What she hated was how powerless being around him made her feel. She was the best fighter out of all of the other ponies, yet she had been powerless to fight against the changelings. But Superman just flew in and beat all of the changelings with ease. He beat them by clapping, CLAPPING! She slammed her hoof into the bag and kept it there, letting her emotions get the better of her. She felt worthless, like she was inferior.

"How could I get beaten so badly?" she asked herself, looking down at her hooves. "I'm the fastest and one of the strongest in Equestria! So why was I so...helpless? My friends needed me, but I couldn't do anything. If it weren't for Superman, I..." Rainbow Dash was not used to being saved and was never used to being completely beaten. She sighed and brought her hoof back to strike again, until she heard something.

"Help! Please help!" a voice cried off from the distance. Rainbow Dash looked over to where the cry came from and flew off towards it, wondering what was going on. She flew over and found that the cry had come from the retirement home, where most of the buildings were now on fire. Old mares and stallions were crying out and trying to escape the flames as best they could, but it was apparent that the flames were out of control.

"Oh my gosh! Hold on everypony, I'm coming to help!" she cried out, flying down to help. She flew into the buildings and looked around for anypony that was in trouble. She found a few old ponies trapped under beams that had fallen from the ceiling. Rainbow Dash flew over and placed both hooves under the beam, using all of her strength to lift the beam over her head and free the trapped ponies. "Hurry and go! I can't hold it for long!" The ponies staggered to their hooves and rushed out of the building as fast as they could. She grunted and dropped the beam down, breathing heavily as she looked around. The buildings had gone from 'on fire' to 'roaring inferno' quickly and she saw that the fire would soon spread to the trees.

"Not on my watch!" she yelled out as she flew up into the air to gather a number of rain clouds by trapping them in a twister. Once she had enough, she came flying back to the retirement home with a trail of rain following her. She gathered the clouds around the village and started kicking them with all her might, letting loose a torrent of rain down upon the house. She smiled at her victory when the flames started to go out, only to realize that the other houses were also now ablaze. She growled and flew inside of them, looking around for any other trapped ponies.

"Hey! Anypony in here?" she cried out through the smoke in flames, hoping that nopony was.

"H-help!" a small voice called out. Her heart sank as she realized that it was a colt's voice that had cried out. She quickly sped through the building, frantically looking until she found him trapped beneath another support beam. He was trapped underneath of it and he looked at her with fear-filled eyes, tears running down his face.

"Hang on, I'm going to get you out!" she yelled to him, placing her hooves under the beams as she started to lift them up. She had almost done it when the roof gave in and fell down. She looked up and had enough time to toss herself over the colt before the roof came crashing down on her back. She yelled out in pain as the weight of the roof crushed her back, but she planted her hooves and managed to keep the roof off of the colt. She stuggled with all her might against the overwhelming pressure, but she slowly sank down as the roof pressed relentlessly upon her.

"No...not like this!" she growled, using all of her strength to push against it, even though it was futile. Then she realized that the weight was receeding, that the roof was being removed from her back. She collapsed to the ground and looked up, wondering what had happened. Then she knew. Through all the smoke and flames, she could still see it. She could still see the big red "S".

"Superman..." she whispered as he lifted the burning roof off of them with one arm. He looked down at the two and smiled, before tossing the burning roof away with a flick of his wrist. He then tossed the beam off of the colt and scooped both him and RD into his arms.

"How about we get out of here?" he asked them with a smile. The smile had an amazing effect on the colt, who looked at him with awe in his eyes as he stopped panicking at the sight of the hero. Superman then flew the two of them out of the building and away from the flames, placing the two of them in a safe area. He then sped back to the homes and quickly gathered any one else who had been trapped. Once everypony was safe, he then turned his attention back to the flames.

"At this rate, the entire area will burn down," one of the old mares said helplessly. Superman chuckled at that and flew above the flames.

"Don't worry, just leave this to me." He took in a deep breath and then let it out, unleashing a hurricane upon the fire. The blaze was immediately extinguished, with none of the houses being blown down. The crowd looked at what had happened in awe, before they burst out in cheers. Superman gently floated down and was instantly mobbed by a number of ponies that wanted to thank him. The small colt that RD had saved ran over to him and wrapped his hooves around Superman's legs in a massive hug. While Superman tried to tell them that thanks were not needed, Rainbow Dash turned away and flew off, trying not to cry at the pain from the fires that had burned her body, or the agony in her heart. She had made it to cloud level when a voice stopped her.

"Hey, Rainbow Dash, can we talk for a minute?" She turned to find Superman floating behind her, a concerned expression on his face.

"No," she grunted and turned to fly away, only to find the red "S" in front of her.

"Please? It's important." he asked again.

"Buck off," she growled, once again trying to leave and once again being stopped.

"Now that wasn't very nice. Words can hurt," he said with a frown.

"Yeah, but nothing hurts you, you're invulnerable," she reminded him. She tried to brush past him but he held out an arm to stop her. "Argh, what do you want so badly?!"

"For starters...to thank you." Rainbow Dash spun to face him, sure that she had heard him incorrectly. "If you hadn't been there, that colt and a number of ponies probably would have died. You did a good thing back there." RD spun towards Superman with a growl, not wanting to hear anymore of what he was saying.

"Let's get one thing straight, Superman. I do not like you," she said with a rage building. "Am I thankful that you saved me and my friends twice now? Yes, extremely. Do I like you? No. I don't like how strong you are or how fast you are. Or how easy you make everything look."

"I'm fine with you not liking me, not everyone on my world does," Superman said calmly with a shrug. "You're entitled to your own opinion." RD's rage grew again at that statement.

"And that's another thing I don't like about you, just how...good you are," she said. "You're always kind, always understanding, but never get mad or show your true emotions to anypony. It's like you stand in front of a mirror and practice acting like...the way you do!" Superman smiled to himself at how close she had gotten. In truth, he used to practice being calm and collected in front of a mirror so that his emotions wouldn't get the better of him during a fight. It was safer that way.

"Well, even if you don't like me I still wanted to thank you for helping them out," Superman said again with a smile. "You have a lot of potential to do good, you just haven't realized it yet."

"Ha. Compared to you, what could I possibly do?" she asked him with a smirk. "You're the superhero with all the amazing powers. I'm a regular Pegasus."

"A regular Pegasus that held up a flaming building to help others escape," Superman reminded her with a smile. Then he turned his head to the side as a distress call caught his attention. "Somepony's in trouble."

"Then go. Celestia knows I can't stop you," RD muttered.

"Want to help me?"

"What?"

"Ever since I came here, I've had a few close calls with ponies in danger and I'd like to have somepony I trust there with me in case I fail to make the catch," he said.

"But I don't trust you."

"I trust you. So can I please have your decision, the cries are getting louder." RD thought about it for a second, not wanting to be stuck with him for longer than she had to be. But she was an Element of Harmony and a sworn protector of the land...

"Fine, just don't slow me down," she said.

"Alright, I won't," Superman said with a chuckle as he flew off towards the distress call, RD following behind him.

'Make no mistake Superman, I'm only helping you because others are in danger,' she thought to herself as she flew, hoping that he couldn't read minds as well. 'One day though, I will defeat you in a contest of speed. I don't know how or when, but I will beat you.'

------[{L}]------

"....So you're saying that Superman was an alien on your planet as well and just declared himself protector of human kind?" Celestia asked Lex in disbelief.

'That is correct, my dear. Superman came to our planet and took away our power. Now he decides who is a criminal and who isn't. He decides who goes to jail and who doesn't,' Lex said with disdain. 'He and his allies have made themselves judge, jury and excutioner. No one is safe, whether they break the law or not.'

"Why do your world leaders not tell him that he can't decide things like that?"

'Celestia, you have seen his power for yourself. Our most powerful weapons barely even bother him,' Lex said with a sigh. 'Only a few things in the world can hurt him and our leaders posses none of them. One of the few people that has the source of his weakness is on his side, so we can't use him.'

"Aren't there others who can fight, that stand a chance against them?" she asked, hoping that there was somepony.

'No, all who could defeat him were...disposed of years ago.' That statement horrified Celestia. Superman might be a protector, but to dispose of those who stood against him? Even Celestia was fine with ponies that spoke out against her, for they told her if she were doing something wrong.

"So there's nopony left?" she said, her hopes dashed.

'Well...there is one left, but he may be a bit much,' Lex said with a bit of worry in his voice. 'He knows how to beat Superman, but in all their fights the collateral has been high.' Celestia thought about this for a minute, wondering what choice was right. She didn't like the idea of her subjects being caught in the crossfire, but if Lex was right, Superman would do far worse than that in time.

"But if he doesn't help us, Superman will impose his will upon us?" she asked with fear.

'It is most likely.'

"...How soon can he get here?" she asked, not liking that she had to do this.

'In maybe a day or two. First I have to see if he will help.'

"And what should I do while waiting for him?"

'Act kind and nice to Superman. We must not let him know of our plans. If he learns that you are trying to dispose of him...I hope I don't need to finish that statement.'

"No, you need not. Thank you for confirming what Superman is and for helping us. I wish I could repay you in some way for your help."

'The work is its own reward,' Lex quoted, 'but I might like to see your home someday. From what you have told me it sounds like a fascinating place. What with all the magic and technology created by said magic, it must truly be a sight to behold.'

"Maybe one day, but right now my nation needs me. They start to panic if I'm gone for too long," she said with a chuckle.

'A great nation must have a great ruler. Go tend to your ponies, I will begin work on this end.' Celestia nodded and cut the mind link, taking a sigh of relief as she did so. Lex Luthor had been very kind and understanding so far, telling her everything she needed to know about Superman. She had no idea that he was an alien that imposed his will on another culture. Now that she knew he was a threat, she would begin work on countermeasures immediatly. The hard part would be playing nice around him for the time being. Celestia walked out of her lab and into the hallways of the castle, arriving in the throne room where Luna sat waiting.

"Why Celestia, it took you so long to get here that I thought that you had gotten lost," Luna said with a smile, walking over and hugging her sister. "you have become senile in your old age."

"Haha Luna, very funny," Celestia said with a small smile. "You have not seen Superman around, have you?"

"No, last I heard, he was assisting ponies in Ponyville whose homes had burned down in a massive fire. Rainbow Dash had also assisted him and the two of them managed to get the fire under control. We were lucky they were there or else many lives could have been lost," Luna said with a small shake of her head.

"Yes, thank goodness that Rainbow Dash was there when we needed her," Celestia agreed.

"Um...and Superman as--"

"However, we have bigger matters to discuss at the moment. Is Chrysalis ready to talk?" Celestia asked her as the two began to walk to the dungeons.

"Yes," Luna said with a sigh. "But it will be difficult to get a straight answer out of her. She has been very defiant and even managed to put one of the guards in the infirmary."

"She is a tough one, I'll admit to that," Celestia said with a sigh. "But she will talk." The two of them had reached the dungeon entrance and opened the massive wooden door, allowing them to descend. They passed a number of guards, each of whom watched them pass with nervous faces. The two princesses reached the cell were Chrysalis was being held, which had a double magic barrier protecting it. Celestia and Luna channeled both of their magics into the shield, allowing it to fall and gaining them entrance. Chrysalis was chained to the wall and her horn was covered in anti-magic stone, preventing her from even moving. She opened her eyes as they entered and smiled at them.

"Why hello there. I almost never receive guests. There may not be much here, but please, make yoursleves at home," she said with a chuckle. Celestia and Luna both glared at her and sat down in front of her, magic at the ready in case she tried anything.

"How did you get past out defenses? After the last invasion you tried, we increased security so high that you would never be able to break back in. How did you do it?" Celestia asked through narrow eyes.

"Maybe your security is not as good as you thought it was, you arrogant foal!" Chrysalis said with a smirk. Celestia responded by firing a bolt of magic that landed right next to Chrysalis' head. She looked at the smoldering hole with a bored look. "Oh come on Celestia, you fat excuse of a princess, if you were going to kill me you would have done it already. 'Now go away or I will taunt you a second time'." Celestia growled and charged up her magic once more, but Luna stepped in front of her.

"It is in your best interest to talk. I do not know how much more patience my sister has left." Chrysalis began to laugh, her laugh piercing her cell and echoing thoughout the castle.

"Do you foals honestly think I would tell you anything? Or that I would be caught so easily?" she asked with a smile. When Celestia and Luna both looked at her in confusion, she laughed again. "Long live the queen!" Chrysalis covered herself in a light that blinded both Luna and Celestia. When it had finally died down, they saw to their horror that Chrysalis was gone, replaced by a regular changeling.

"She was never here?" Celestia asked in disbelief. "Argh, I should have ended her when I had the chance!" Celestia growled and ran out of the cell, heading to the guardroom. She threw open the doors and burst in, looking at all the stunned guards with rage.

"Chrysalis has escaped! Find her immediatly!" she yelled. The guards all scrambled to their hooves and started to run around the room gathering gear. Luna came up behind her sister and sighed.

"They will not find her, you know that."

"They do not need to find her, we just need the guards to be on the lookout," she said with a sigh, turning around and heading back out. "I am going to fly around the city and see if I can find her." Celestia ran through the door and headed outside, leaving Luna alone in the now empty guard room. While she knew that helping her sister should be the number one priority, she knew that it would be a lot easier to find her with somepony else's help. Luna used her magic to seek out the most powerful creature in Equestria and locked onto him, teleporting herself there.

----[{S}]----

"I'm not sure that I want to ask what a three-headed dog is doing in this city," Superman muttered to himself as he dodged out of the way of a ball of magic fire. Superman and Rainbow Dash had flown to the city of Manehatten to find that some of it was on fire as well. Superman and RD had quickly used a combination of rain clouds and ice breath to quickly put out the fires. After the fire was under control, the two of them spotted the cause of the fire.

"It's a cerbures!" Rainbow cried out as the three-headed dog came bursting around the corner. It sniffed the air and all six of its eyes settled on the two of them. It howled and rushed them, with ponies running out of the way of its charge. Superman flew to intercept the dog, which responded with a ball of fire into his face. It caught him in the chest and he was sent flying down the street, colliding with multiple carriages and lightposts. Rainbow Dash flew over and kicked the dog in one of its heads, causing it to yelp and back up.

"Ha! Not so tough, are you?" she taunted, her bravado vanishing as the three heads snapped at her with fire in their maws. "GAH! Bad dog! Bad dog!" she yelled as she flew away from the beast, which started to chase after her. A red blur came flying by her and drove its shoulder into the dog's chest, flying the both of them into the side of a building. The Man of Steel held up one of the heads by the throat and used his other hand to push another head into the wall. The third head tried to bite him, but he used freeze breath and froze that head to the wall.

"You have been a very bad dog," Superman said angrily. The three-headed dog whimpered and its ears went down, avoiding looking into his eyes. "Now I want you to go back to your home and never bother these ponies again." He broke the ice and dropped the dog to the ground, pointing to outside the city with a stern glare. The dog hung all three of its heads and ran off, tail between its legs, whimpering as it did so. RD flew over to him as the ponies of Manehatten came out to cheer them. Superman and RD said that they were welcome and were about to fly off when a sphere of darkness appeared in front of them. Princess Luna stepped out of the sphere and smiled when she saw Superman and Rainbow Dash.

"Hello Superman, Rainbow Dash. I am glad to see you again," she said with a smile. "I have something I need to talk to you about."

"What happened this time?" Superman asked with a sigh.

"Um, I don't like to admit this but...Chrysalis escaped," she said with an embarressed smile. Rainbow Dash looked at her in disbelief while Superman sighed and put his hand on his face.

"Alright, Rainbow Dash, you go back to Ponyville with Luna and get those Elements of Harmony ready just in case. I'm going to fly over the land and see if my x-ray can find her," Superman ordered, flying into the sky and shooting off into the distance, breaking the sound barrier and vanishing within a few seconds. Luna watched him go with an impressed face.

"He truely is fast," Luna said with a whistle.

"Yeah, don't remind me," Rainbow Dash said with a huff. Luna chuckled at her reaction and activated her teleportaion spell again, teleporting the two of them back to Ponyville.

{[]}

"I have returned...master," Chrysalis said as she knelt down at the foot of a massive throne. She was in a dark castle far away from any other civilization, a castle that was surrounded by dark magic. "Unfortunately, the plan has failed. The one called Superman interfered with our plan and defeated almost all of my changelings. His power...is beyond anything I have ever seen."

"I warned you, did I not?" a dark voice said from the shadows covering the throne. "I already know how to deal with him when the time comes, for our plan is already in motion. But for now, I sense a strong presence heading for our planet. We will wait until he has dealt with that threat before I remove him. I have just been informed that Celestia is speaking with another creature. Continue to observe them in case anything of use is exchanged. We might need it."

"Yes, my master," she said with a another bow, standing up and walking out of the room. Two pairs of dark eyes watched her go until she was out of sight. A small crystal ball floated out from behind the throne to in front of his eyes, showing him what Superman was currently doing.

"Soon, Superman. Soon."

What Really Matters

Despite his amazing powers and x-ray vision, Superman was unable to find Chrysalis, something that annoyed him more than it did the ponies. He had returned to Ponyville the next day with a shake of his head, telling them that he had failed to find her. He and the other ponies had met outside of a local restaurant. The girls had already placed their orders when he arrived. While the ponies were disappointed, Celestia was amused, glad to see that he was not perfect.

"So what do we do know?" Fluttershy asked, once the princesses had gathered all the Elements together.

"If I know Chrysalis, and I do, she'll try to take Canterlot again soon," Luna said with a sigh. "Despite Superman's best efforts, most of the changelings managed to escaped. It's only a matter of time before they regroup and try another attack."

"Yes, Superman, why did you not trap all of the changlings while you were beating Chrysalis?" Celestia asked with a smirk.

"Because I was too busy saving you," Superman shot back with a smile. Celestia frowned at him, but at that moment Superman heard something off in the distance and he let out a groan.

"The girls?" Rainbow Dash asked.

"The girls," Superman confirmed, going airborne and flying towards the mountain.

"Ah really need to talk to them about getting in tah dangerous situations," Applejack said with a sigh, picking up her apple sandwhich and taking a bite. "They get into trouble way too often."

"Thank goodness Superman's watching over them," Rarity said.

"So what do you all think of Superman?" Celestia asked them quietly, interested to see if Superman had pulled the wool over their eyes as well. "Do you like him?"

"I think he's alright," Twilight said first. "I mean, yeah, he's really powerful and all, but he's really nice and we'd have been in some real trouble if he hadn't been here. I'm glad that we have him here."

"Ah have to agree with Twi, ah'm glad he's around," Applejack agreed, talking with her mouth full and making Rarity glare at her. "If it wasn't fer him, mah sister and her friends would've been dead by now, along with me.

"I like him, he seems nice," Fluttershy said with a small smile, hiding behind her water.

"His terrible taste in clothing aside, he is quite the gentleman," Rarity said with a bit of a sigh. "Oh, if only he were a stallion."

"Rarity's creepy feelings aside, I guess he's not all bad," Rainbow Dash said with a sigh, her face blushing when she realized all her friends were looking at her. "But one day I will outrace him! He only barely beat me last time!"

"You mean he left you in the dust," Pinkie said with a grin, ignoring the look RD gave her. "I like him too, he's one of my bestest friends!"

"Pinkie, everypony's your bestest friend," Twilight pointed out.

"Yeah, I know! Isn't it great!"

"I agree with them, I like him to," Luna added. Celestia sighed inwardly, seeing how easily her subjects and her own sister had fallen for his lies. Lex told her that Superman acts all nice at first, but his rage was terrifying when others opposed him. She hoped that Lex's ally arrived before that happened. The ponies were continuing to talk when a massive explosion shook the land. They all looked up towards a mountain in the distance, which turned out to be a volcano and had just erupted. They were just beginning to talk about what to do when a red blur flew away from the volcano and came back a moment later with a massive boulder. Superman blew ice breath into the volcano to freeze the lava before putting the boulder into the volcano's mouth. He then flew down and picked up three small fillies and flew them back to the town. He landed next to the ponies, with three fillies covered in ash in his arms and a frown on his face.

"Lava surfing? Really?" he asked them as he set the three of them down on the ground. "I'm starting to think that this is less about trying to find your cutie marks and more about seeing how fast I'll arrive to save you."

"We're sorry, Superman, we just thought that lava surfing could be our special talent," Scootaloo said with a sniffle, looking down at the ground.

"Don't worry Superman, ah can guaranty you that they won't be getting in anymore trouble," Applejack said to him, walking over to the fillies and glaring at them. "Because after they go home and take a bath, they're all grounded for a week."

"But that's not fair! We were just--"

"Lava surfing. Yer lucky yer just getting grounded," Applejack said in a deadpan tone. "Now go home and wash yerselves off. We'll be there soon." The three fillies grumbled to themselves as they walked off, letting Superman sit down. A disappointed Applejack looked at him and quietly said, "Ah'm awfully sorry about that. Ah don't know what's gotten into them; they used to do only slightly dangerous things."

"It happens back in my world too," Superman said. "The people there no longer fear danger because I'm there to catch them if they fall. They just probably think that I'll show up to save them whenever they're in trouble."

"And would ya?"

"Of course." Superman looked at Pinkie and noticed that she seemed to be practically bouncing up and down in her seat, trying to contain excitement. "Yes Pinkie, is there something you wish to tell me?" he asked her.

"No, there's nothing I want to say. Nothing at all," she said, avoiding eye contact. Superman knew that she was lying but didn't want to intrude. He instead steered the conversation to other topics.

"I noticed that the ponies of Equestria reacted to me as if they've never seen a superhero before. Am I the first superhero in Equestria then?" he asked them, not noticing Celestia glaring at the "S" on his chest.

"Well, yes and no. Unlike your world, ponies have always lived with the knowlege that some of us can fly while others can use magic. But you are right in saying that nopony has ever put on a cape and spandex and tried to save the world," Twilight answered.

"Unless you count the wonderbolts," Rainbow Dash added in. "They fly around wearing spandex and helping others."

"Technically they aren't actually superheroes, so much as super-fast guards," Twilight countered.

"Yes, but their outfits are nowhere near as hideous as yours," Rarity added in, trying to avoid looking at his outfit.

"This outfit was created to mimic what my parents wore on Krypton, it's not meant to be seen as spandex," Superman said with a sigh. "By the way, who are the Wonderbolts? I've heard you mention them once before, but I still haven't been introduced."

"The Wonderbolts are only the fastest, coolest, best flying ponies in all of Equestria!" Rainbow Dash recited, going fan mare. "Not only that, but they hold some of the coolest races in all of Equestria! Nopony's faster or better fliers than them!"

"No one?" Superman teased. She rolled her eyes and muttered something about almost the fastest. "From the way you talk about them, it seems like you worship them. I'd like to meet them."

"Um...sure, they have a training ground really high in the sky. It's just a little that ways," RD said quickly, pointing out which way to go before hiding her face behind her drink. Superman raised an eyebrow at her reaction. The boastful and proud Rainbow Dash was embarrassed to see her heroes? Now he knew he had to go see them.

"Alright then, I'll go see them," he said, getting out of his chair. "And don't worry Rainbow, I'll put in a good word for you too." He took off into the sky towards where she had pointed for him to go, flying at a much slower pace than normal. He smiled to himself when he heard the sound of wingbeats behind him, and he when he stopped to turn, he smiled as he saw RD trying to keep up with him.

"I, uh, thought you might get lost, so I came to show you the way," she said with an awkward smile, her eyes looking to the left and right. Superman raised another eyebrow, but grinned and floated to her side, making a small bow, indicating for her to take the lead. She flew off and he followed close behind, looking around as he did so. There was an object in the distance that looked like a city in the clouds that interested him.

"That's Cloudsdale," Rainbow said when he pointed it out to her. "It's where all the pegasi live."

"But no other types of ponies?" he asked with a frown.

"It's not like that; pegasi are the only kind of ponies that can walk on or grab clouds. And just because you can fly doesn't mean that you can touch them," she said with a playful smile. "That's where me and most of the pegasi live. Fluttershy's one of the few exceptions, because she likes to be by her animals." Superman looked at the city with interest, noticing that rainbows and different kinds of clouds were floating out of it.

"You know what, I've changed my mind," he told her, turning and flying towards Cloudsdale. "I'd like to see your home."

"Hey wait! What about the Wonderbolts?" she cried out after him.

"They can wait. Not like they're going anywhere." RD sighed and took off after him. Despite his status as a hero, he seemed to be very curious and liked to see new things. The two of them floated over Cloudsdale for a second before descending. Superman looked around at all the houses, intrigued to find that they too were made out of clouds. In fact, everything here was made out of clouds. Rainbow Dash landed on the cloud top while Superman hovered just above it, certain that he'd fall through the clouds if he touched down.

"Alright, if you want a tour so badly, we can start with the rainbow factory," Rainbow Dash said, pointing at the cloud factory in the distance. "That's where we make the clouds and rainbows for all the skies."

"Pegasi can make clouds?"

"Well, yeah. Don't you humans make clouds as well?" she asked him.

"No, the weather in my world is natural. No one has control over it...for the most part." He was surprised to see that this bit of news shocked her a bit. "Why, is all the weather in your world controlled?"

"Most of it. The Everfree Forest is the only place where the weather is uncontrollable," she said. "Actually, nothing in the Everfree Forest can be controlled. It's all...natural." The two of them had been walking/floating through the streets as they talked, gaining many looks from the locals. Those who knew who Superman was looked at him with awe and wonder. The few who didn't looked at him in confusion, noticing that he was floating but couldn't find his wings. The entrance to the rainbow factory had a cloud gate in front of it and a sign that read that the factory was temporarily closed.

"Aw, they must be cleaning it again," she said with a sigh. "Oh well, we can go see the Wonderbolts now." She turned around and her face took on a look of disgust. "Great, these three." Superman looked to see what she was glaring at. Three pegasi had spotted her and walked over.

"Well, look who it is," one of the pegasi said, sneering at Rainbow Dash. "Rainbow CRASH!" The three of them began laughing at the pathetic excuse of an insult, which caused RD to seeth.

"That was a good one, Hoops," the smallest of the group said.

"Of course it was, Score," the one called Hoops bragged. "I'm a genius after all."

"You know them?" Superman asked her.

"Yeah, these three idiots are Hoops, Dumb-Bell and Score," Rainbow Dash said with a frown. "They were school bullies that never grew out of the whole bullying phase. They're still just as dumb as they were when they were in pre-school, though."

"Hey! I am not dumb, that just happens to be my name!" the one called Dumb-Bell protested, which made Superman smile a bit at the irony. "And at least I don't have as dumb a name as yours, Rainbow Crash!"

"It's Dash!" Rainbow growled, starting to advance towards them. "And I have half a mind to-" Superman placed a hand on her shoulder and pulled her back.

"Let it go, Dash. They just want to rile you up for their amusment," he told her. "Their words mean nothing, just let it go." With his hand still on her shoulder, he escorted her past the three of them, who still taunted her as she left.

"Aw, what's the matter, Crash? Supermane has to fight your battles now? Just what I'd expect from a chicken!" Rainbow Dash turned and tried to go after them, but there was no escaping Superman's grip. He continued to move her forward until they were far away from the three.

"Why did you do that?!" she yelled once he let go of her. "Now all of them will think I'm a chicken who won't fight back!"

"And why should you care?" he asked. "Are you a chicken?"

"What? No, I'm not a chicken."

"Are you a great flier?"

"Yeah, the best!"

"Then you have nothing to say to them. Let your actions speak for you instead of your words." Rainbow Dash looked at him like he was crazy and went back to glaring at the ponies. Superman sighed and knelt down in front of her, still levitating himself. "Rainbow Dash, if you spend your whole life trying to please everyone, you'll end up pleasing nobody."

"What's that mean?"

"It means just be yourself and stop caring what others think of you. You are a fast pony with a good heart. Nothing they say can change that."

"That's easy for you to say, everypony on your planet probably loves you," she said with a sigh and flew off towards the Wonderbolts' Academy. He shook his head and flew after her. She had no idea how wrong she was. Just as many people hated him as much as they loved him. He spent most of his earlier career trying to convince the people of Earth that he was on their side and wasn't a threat to their lives. "Alright, the Academy is right up here and then we can--"

Before she could finish talking, Superman turned on a dime and shot off towards the ground. Rainbow called out to him and followed as best she could, but Superman was moving much faster than she was. He landed back at Ponyville and came skidding to a halt under cloud with his arms out, just in time to catch a grey pegasus as she fell. The grey mare looked around in confusion before her eyes rested on the smiling face of Superman. He noticed that her eyes didn't face the same direction, but they both reflected thankfulness. He gently placed her on the ground with a smile. She smiled back and reached inside her mail bag, pulling out a muffin for him. He accepted her gift with a smile and watched as she flew off...into the side of a building.

"She's accident prone, isn't she?" Superman asked Rainbow Dash, who had just now caught up with him. She glared at him while he took a bite out of the muffin and waved to the ponies that stared at him.

"Why'd you fly back here? Now we're even farther from the Academy," Rainbow Dash grumbled, turning back towards where they had come from. "Derpy would've been fine, she falls and crashes into things all the time."

"That's not the point. Since we both have special skills, we should always--hold on," Superman said quickly as he flew off in the opposite direction once again. RD growled and flew off after him, wondering where he was always flying off to. She caught up with him as he floated above a school yard, looking down with a frown upon the foals there. A small grey unicorn was cowering from two other ponies, one of whom was a pink filly with a crown and a grey filly with a glasses.

"My mom is not a freak!" the grey filly yelled at the two fillies across from her. They began to laugh at her and walked over to look her in the eyes.

"Oh really? Then why do neither of her eyes face the same direction?" the pink one asked with a sneer.

"T-that's because-"

"Or why is she always crashing into things?" the grey pony with the glasses asked in a mocking tone. The grey unicorn didn't answer, but both RD and Superman could see the tears running down her face.

"How dare they say that about Derpy," RD said with a growl. "She's one of the kindest ponies I know! We've got to teach them a...Superman?" While Rainbow Dash had been talking, Superman had floated down over the ponies and watched. His x-ray showed him that the teacher was still inside dealing with other students, leaving these three on their own. He shook his head and decided to intervene.

"That is enough." All three of the fillies screamed and spun around to look at him as he floated down, landing between the two groups. He walked over to the grey unicorn and knelt down, gently reaching over and wiping the tears away from her eyes. "Are you okay? Did they hurt you?"

"N-no," she whimpered, moving her head away from his hand.

"What are you doing here?" the pink one asked, stepping forward to confront him. "Don't you have a hydra to fight or something?" she asked with a grin, thinking she had been clever. Superman turned to face her with a stern glare, which knocked some of her arrogance out of her.

"I always go where I'm needed and some one needs help," Superman told them, crossing his arms and frowning. "I hope you know that what you're doing is hurtful and wrong. I try to tolerate everyone, but I can't tolerate bullies."

"And I can't tolerate freaks," the pony said with a sneer as she turned to Dinky. "Just like your mom. Or you. You're just a coward after all."

"I am not a coward!" Dinky shot back. "One day I'll do something brave like..."

"What take on a supervillian?" Tiara asked. "You're not brave, you're a coward."

"She is not a coward!" The pink pony sighed as RD landed beside Superman and glared at the pony. "I knew that you were a brat, Diamond Tiara, but I didn't know that you could be so cruel. After everything that Derpy and Dinky have gone through, I would have thought that even you would show some compassion. I have half a mind to--"

"You're right, you do have half a mind," Tiara said with a nasty grin. RD snorted in rage and considered smacking the filly, but Superman put a hand on her shoulder and shook his head. "Besides, her mom's not the only freak here. You're a freak too, Supermane." She smiled at him while she said this, but Superman just looked at her with a hard stare. He then smiled and looked past her.

"Diamond Tiara and Silver Spoon." The two ponies flinched when they heard the voice and slowly turned to find a magenta pony standing behind them with an angry glare. "I thought that I had warned you in the past about bullying the other students. Apparently you need to be taught a lesson again. For three weeks you will stay after class and help clean up the school." Diamond Tiara and Silver Spoon started to complain, but one glare from the teacher shut them both up. She pointed to the red school and the two marched over with their heads hung low, Tiara giving Superman one last glare before leaving.

"Thank you for showing up, Rainbow Dash," the teacher said with a sigh. "I don't know what to do with those two, they just don't seem to learn."

"It's not your fault," Rainbow said, eyeing the two as they walked into the school house. "Some ponies are born evil."

"Well, thanks for stopping that. Now if you'll excuse me, it's now five and Sugarcube Corners is giving out a new kind of sweet," Cheerilee said with a smile and headed off into town.

"Gah! Did you hear that Superman? It's five, which means the Wonderbolts will be wrapping up for today!" She said with a bit of panic. "Come on, if we go now we can still watch them finish!" she said, springing into the air. Superman nodded and went to take off after her, but a small grey hoof on his foot stopped him.

"Um, e-excuse me, Mr. Supermane, but Diamond Tiara hid my doll and I can't find it," the filly told him nervously, unable to look him in the eyes. "W-would you help me find it?"

Rainbow Dash answered, "Sorry, kid, but we've got to get to the Wonder--"

"I would love to help you find it," Superman said with a grin, cutting RD off. He did a quick scan of the area with his x-ray vision and quickly found the doll in a mud pit by the playground. He scooped it up and held it out to the pony, but her eyes teared up when she saw the shape it was in. "Don't worry, I can fix it," Superman told her with another smile and used his super breath to quickly blow all the mud off of her doll. He handed the now mudfree doll to the small pony, who grabbed it and held it close.

"Well, we missed the Wonderbolts because of you," RD said with a sigh, landing next to him and shaking her head. "All because you had to help her find a stupid doll."

"Maybe you're right, maybe that doll didn't mean anything to us," Superman began, watching as the filly began to play with her doll. "In fact, helping her find that doll probably doesn't even matter from a world view."

"Glad to see we agree," Rainbow Dash said. The grey filly walked over to Superman and looked at her hooves.

"Um, t-thank you for finding my doll. My daddy gave this to me when I was little, before he...passed away." Rainbow's face fell while Superman smiled gently and told her she was welcome. As she ran off to the town, Superman turned to face Rainbow Dash with a smile on his face.

"But just because that filly's doll didn't mean anything to the world, that doesn't mean it still didn't mean the world to that filly."

"How did you know that the doll was a gift from her father?" Rainbow asked in amazment as Superman got back to his feet.

"I didn't. But it doesn't matter whether that doll was a gift from a departed relative or just something she bought at the store. I never turn down a cry for help, no matter how small or insignificant it may seem," he told her with a smile. "By helping others we help to make the world a better place. And that's all that really matters." Rainbow Dash looked at Superman with a newfound sense of awe and respect. If what he was saying were true, then he devoted every day to helping others, no matter how busy or how trivial the problem was. He had already saved all of Equestria and their lives twice in the past few days, but never once had asked for reward or thanks. He was simpy content with helping others. That was his reward.

"Superman, I..." Superman looked back at Rainbow Dash, whose jaw was on the ground, but her eyes were on the sky, wide with terror and amazement. Superman looked up as well, wondering what she saw. His eyes widened as they saw it too, his heartbeat increased to unbelievably fast levels and memories came flooding back. Rainbow Dash watched as Superman took a few steps back ,reading the shock written on his face.

"Superman? Do you know this thing?" Rainbow asked him.

"Yes, I know him well," Superman said with terrror, clenching his fists and preparing for a fight.

"Braniac."

Brainstorm

Superman didn't want it to be true, but his x-ray vision and super hearing confirmed his fears. Above the town of Ponyville, a massive metal structure was floating above the town. While most of the ponies were terrified of what it was, Superman knew who it was. The metal ship was in the shape of a skull, the glowing eye ports and mouthpiece made this ship recognizable to anyone who came from Earth. But Superman knew this fiend from the three connected circles on the skull's forehead. Braniac was a Kryptonia super computer that had a hand in the destruction of Krypton. It's sole purpose was to record all known knowledge and to wipe out the species from which it gained the knowledge. He and Superman had fought before.

"Braniac? Who's--" Rainbow Dash covered her face as Superman shot off into the sky mid-sentence, flying for the center of Ponyville where the others were. He found them in the same state as RD; staring at the massive skull in the sky, along with all the other ponies in the town.

"Superman! What's going on? What is that?" Twilight asked him as he floated down next to them.

"That is Brainiac," Superman said with a scowl, startling the ponies. They had never seen Superman look angry before.

"What's a Brainiac?" Celestia asked him.

"He's from my home planet--a computer that's sole purpose is to archive all technology in the universe," he said, giving them the shortened version of his story. "He and I have clashed many times, but no matter home many times I beat him, he keeps coming back." Celestia smiled inwardly at that, realizing that this must be the pony that Lex said would help them. She looked up at the ship and admitted that it looked impressive.

"What does he want?" Pinkie asked him. Superman frowned and looked up at the ship.

"We're about to find out." Superman took to the sky and flew towards the massive ship. Right before he could reach it, a barrier of energy shot out and electrocuted the Man of Steel. Superman cried out in pain as the power coursed through his body and he fell back down to the town, crashing through the roof of Sugar Cube Corners. The Elements of Harmony cried out and all ran over to where he landed as the skull let loose a beam of light into the center of the town. From the beam came the image of a creature that looked similar to Superman in shape. He wore a purple suit with silver plating on his chest and he had a green face. On his head were the same three connected circles that were on the outside of the ship .

"Greetings, creatures of the planet Equestria," he said in a metalic voice, his eyes looking over all of the ponies. "Your world has been brought to my attention by an...associate of mine. So I have come here to investigate this world, which I have been told is home to technology that I have never seen before and knowledge that I have not assimilated yet."

"Sister, how does this being know of Superman?" Luna whispered to her sister, while Celestia was doing her best not to smile. Lex had kept his word and had sent one of his allies to help defeat the false hero. But after what Lex had told her about Superman and his past opponents, she prayed that Brainiac was up to the task.

Over in Sugar Cube Corners, the ponies were helping Superman to his feet. He rubbed his head and looked up at the ship. Three massive metal tentacles came down from the ship and drove into the ground, shaking the earth and causing panic.

"Superman, what's happening?" Rainbow Dash asked.

"He's started his absorption process," Superman growled, shooting into the air. "Twilight, Rainbow Dash, get as many ponies as you can away from here! I'm going to need all the space I can get to fight him." Before the ponies could ask any other questions, Superman shot into the air and flew towards the ship. He slammed into the barrier, straining with all his incredible might against the shield. While no normal man would have been able to make it through, Superman tore a hole in the shield and flew through it. He punched a hole in the outer plating and flew through the ship until he found the control room. It was a room covered in computers that were connected to a center circular platform. There, sitting on a metallic throne, sat the mastermind behind the ship.

"Brainiac," Superman growled, landing on the center platform and marching towards Brainiac.

"Kal-EL. I was not expecting to see you here," Brainiac responded, standing up and advancing towards Superman with his arms crossed behind his back. The two met in the center of the circular platform, Superman glaring at his foe while Brainiac simply stared at him with his emotionless eyes.

"Leave this world, Brainiac. There is no knowledge here for you to steal," Superman threatened.

"Then it seems I have been lied to. Oh well," he responded coldly. "If there is no information for me then this planet is a waste of living organisms. I will exterminate them."

"I'm giving you one warning. Leave," Superman whispered, his eyes glowing red.

"No."

CRUNCH!!

Brainiac's head crumpled as Superman drove his fist through the metalic face. Superman then yanked his hand out and unleashed his heat vision upon Brainiac's body, turning it into a pile of molten metal within a few seconds. Superman looked down at the smoldering pile on the floor, a frown on his face. It had been TOO easy. Brainiac had never gone down that fast before. The only way that he could be beaten that fast was if...! Superman spun around just in time for a live wire to slam into his chest, sending incredible amounts of electricity through him. Superman yelled in pain and collapsed to his knees, his suit smoldering. He lifted his head to see another Brainiac walk up to him.

"You figured it out point five six seconds too late," Brainiac said, lifting the wire and driving it into his chest again, sending more electricity into him. "After replaying footage of our last battles, I have determined that fighting you head on seems to be a futile effort. A replica of myself would serve me much better as a distraction. It gave me time to attack you from behind. Now, you are mine." Brainiac tried to yet again impale Superman with the wire, but Superman moved to the side and flew into Brainiac's gut, driving him into the wall. Superman grabbed Brainiac by the throat and slammed his other fist into his face, crumpling the faceplate some. He went for another blow, but Brainiac caught his punch and sent a current of electricity through Superman.

"You will not defeat me this time, Kal-El," Brainiac said, grabbing Superman's head with both electrified hands. The electricity drove Superman to his knees. Brainiac then brought his knee into Superman's jaw, launching the Man of Steel back across the platform and over the edge. Brainiac strolled over to look down at his expected victim. Superman came flying up with a massive blow to his chin, sending Brainiac across the platform.

"It will take more than that to beat me," Superman said, walking over to the downed Brainiac.

"I am already aware of that. But as I stated, you will not defeat me." Brainiac tried a surprise left, which Superman intercepted with a forearm block. Superman then drove his fist into Brainiac's head, breaking it apart. He then stood up, panting slightly but smiling.

"Well, that went better than expected," Superman said. He was looking around to see where the self-destruct button was when he heard the sound--the sound of hundreds of feet marching. Superman turned towards the sound with fear beginning to grip his heart. A panel had opened in the wall and a Brainiac had come out, followed by another. Superman backed away as what must have been nearly one hundred Brainiacs came walking out of the doorway.

"As I said, Kal-El," all the Brainiacs said at once. "You will not defeat me." Superman braced himself and clenched both fists as the army of Brainiacs marched towards him, ready for the fight of his life.

(S)

"I hope he's alright in there," Luna said to the others, voicing her concern. It had been ten minutes since Superman had gone into the alien ship and the ponies we getting worried about him.

"I don't know what you're worried about. He's Superman; he's fought far worse than this," Rainbow Dash said with a shrug.

"Worse for us maybe, but this is a creature that has battled him multiple times," Twilight reminded her. "That means that he has fought Superman and lived!"

"I'm telling you, there's nothing to worry about. Superman will come flying out of there any moment and--"

KABOOM!

The ponies all jumped as one of the sides of the skull blew open and a red blur came flying out. Rainbow Dash smiled and was about to start bragging when the army of Brainiacs came flying out after him. Superman turned around and lanced through them with his heat vision, blowing a few of them up, but the others then swarmed him and quickly brought him to the ground. The ponies watched in terror as Superman tossed the Brainiacs off of him, slamming his fists into the ground and sending out a shockwave that knocked off the rest. Superman was bleeding slightly and his suit was torn in a few spots, his cape nearly ripped in half.

"W-what? I thought that there was only one Brainiac," Twilight asked in confusion. Superman flew into the swarm of Brainiacs, swinging left and right. The Brainiacs eventually overpowered him again and pinned him to the ground, each of them activating their electricity hands and combining the blasts onto Superman. The ponies looked away as Superman cried out in pain, straining against the army.

"We need to help him!" Luna cried out, starting to race towards the army.

"Are you crazy?" Celestia asked her sister, holding her back with magic. "They are defeating Superman, the strongest creature that we know. What chance would you possibly have?" Luna growled in frustration, but knew that her sister was right. Celestia was personally happy that Superman was being beaten. She had been afraid that Brainiac would be too weak to battle Superman, but it was apparent that even Superman couldn't defeat all of these Brainiacs.

"ALL OF YOU, BRACE YOURSELVES!" Superman yelled out to the ponies. They all took shelter as Superman fought to his feet, shaking off the Brainiacs and slamming his hands together. The resulting shockwave tossed all of the Brainiacs across the town, Superman then dropped to his knees afterwards. The ponies, minus Celestia, all ran over to him to see if he was alright.

"Superman," Rainbow Dash said, looking over his body with tears in her eyes. His suit was now badly torn and he was bleeding from the nose. Despite this, he still got back to his feet and looked around at where all the Brianiacs had landed.

"Are you alright?" Fluttershy asked, pulling out a roll of bandages and trying to wrap up his arm.

"Not now, Fluttershy. Twilight, why are the ponies still here?" Superman asked, looking around at all the ponies still in the area. "I thought I asked you to evacuate the area."

"We assumed that you would beat this guy," Twilight said with a bashful grin. "And you did! Brainiac is--"

"Getting back up," Superman said grimly, looking over towards the buildings. Nearly all of the Brianiacs were getting back up and repairing themselves. Once repaired, they all looked towards Superman and began to advance towards him. "Luna, Celestia; the two of you need to get these ponies together and get them out of here," Superman instructed, preparing for another battle.

"I do not take orders from--"

"This is not open for debate," Superman said coldly, giving her a look that could stop a man's heart. Celestia backed up a little as she looked into his eyes, knowing that she didn't want to make him angry. Luna nodded and wrapped magic bubbles around all of the ponies in view, floating them out of the town. Only when the two princesses and the Elements remained did Superman glare at the Brainiacs.

"I did not come to this world expecting to kill you, Kal-El," the Brainiacs said with a small grin. "But it is an opportunity that I will not pass up." The Brainiacs all flew towards Superman who took off towards them. The army collided with the Man of Steel and Brainiacs went everywhere. Superman drove a fist into one Brainiac's mid-section and pulled up, ripping the robot in half. Another Brainiac drove electricity into the back of Superman's head and knocked his head forward, while another Brainaic drove his fist into Superman's stomach. Superman doubled over as three Brainaics drove their elbows into his back, knocking him to the ground. Superman rolled over and fired heat vision into one of them, but two more grabbed him by the throat and re-angled his head so the beams couldn't hit it.

"It seems that this is the end, Kal-El," said Brainiac--one that Superman assumed was the real Brainiac--as he walked over to the pinned hero, a small smile on his face. "You fought valiantly. A valiant, but futile, battle. Now then, time to correct a mistake I should have never made." Superman's eyes narrowed as Brainiac aimed his lightning for Superman's chest. He was about to fire, when a bolt of dark-blue magic hit him in the head. He slowly turned his head towards Luna, who stood defiantly in front of all the Brainiacs.

"Get away from him," Luna said with a growl.

"I promised my associate that I would not hurt the local life directly," Brainiac began, aiming his hand towards Luna. "But that is an arrangement that I can no longer uphold." Luna's eyes widened as electricity was fired right towards her. Twilight was fast enough to toss up a barrier in front of her that stopped the attack, but the force of the impact threw her back into a wall. She banged her head against it and slumped over unconscious.

"Leave them alone, Brainiac! This is between you and me!" Superman roared, trying to break free of the Brainiacs' grasp.

"No, Kal-El. They chose to enter this battle and they will pay the price," Brainiac said with coldness, firing more electricity towards the other ponies. Twilight threw up a sheild to protect her and Fluttershy, Rainbow Dash took to the sky, Rarity and Applejack took cover behind some buildings and Pinkie just bounced around to avoid the shots. "I will collect one of them for knowledge. The rest can die."

"BRAINIAC! Leave them alone!" Superman growled, tossing off the Brainiac copies that were holding him back and flying towards the real one. The real Brainiac turned his arm and shot lightning into Superman's "S", sending him back down to the ground. The collateral damage caused by the misfired shots had caused some of the ponies to come out of hiding as they ran for their lives. The real Brainiac started shooting left and right at the ponies, but the combined efforts of Twilight and RD managed to keep any of them from being hit. Celestia helped as well, wondering what Luthor was thinking, sending that maniac here. Superman had nearly broken free when he saw something that made his heart stop. A grey unicorn filly had run out into the middle of the street, staring at Brainiac.

"L-leave him alone!" she yelled at him. Brainaic looked at the pony for a minute before smiling and aiming at her.

"NO!" Superman roared, breaking free of the other Brainiacs' grasp and flying towards the real one. He had almost grabbed the real one when one of the fake Brainiacs jumped onto him and forced him to the ground, shocking him. Brainiac fired at the filly who just watched in fear as the blast came closer and closer. Superman forced himself back up, throwing himself towards her. Time slowed down as the beam of lightning came towards the filly; Superman was still being dragged down by the other Brainiacs. The moment before the blast hit, a grey blur flew in front of the attack.

"No...!" Superman whispered as the lighting hit the grey blur that only his eyes could follow. He watched with terror as the grey pegasus fell to the ground next to the unicorn, who looked down at her in shock.

"Mom?" the filly said weakly, walking over to her. Superman could see the wounds on the pegasus with his vision and knew that she wouldn't make it. The grey filly nudged her mother, tears filling up in her eyes as she realized what had happened. "No, not you too! Please, get up mom!" The ponies and Princess Celestia looked on in shock as Brainiac coldly looked at the dead pony without emotion.

"How foolish, sacrificing one's self despite there being no hope," he said, mercilessly looking at the crying filly and aiming his arm at her. He clinically added, "And she died thinking that her sacrifice would matter. This species is so pathetic that I will not bother collecting a sample. Destruction will do." Brainiac prepared to fire again, then stopped. He looked down at the ground, noticing that it was shaking. Luna had awakened, scanning around the battlefield and rubbing her head. The ponies and the princesses looked over towards Superman. Although his head was hanging down and his hands were on his knees, yet they could feel the power radiating from him. One of the Brainiacs tried to grab him...only to have his arm ripped off faster than any of them could register. The Brainiac copies backed away as Superman got to his feet, his whole body shaking. Then he raised his head so that they could see his eyes, eyes that were blood red. Brainiac had done somthing that no sane villain would do.

He made Superman angry.

The ponies didn't know what to think as Superman slowly surveyed all the Brainaic copies, his face contorted into a look of sheer rage. The original Brainiac ordered all his copies to charge Superman at once, which they did with their hands crackling with electricity. The ponies watched in terror as Superman was surrounded...only to blink and realize that all the copies were suddenly scattered on the ground in pieces. One of the few that Superman missed lunged at him, only to be destroyed with a super-speed punch that went through him--and any houses that were behind him

"Did...did any of you see that?" Twilight asked them. "One moment they were there and the next they were..."

"He's been holding back," RD realized in shock. "All this time he was holding back his true power." All eyes were on Superman, who was standing completely still yet his body still seemed to be vibrating at speeds none of them could see. He then began to walk forward, the very earth shaking beneath his feet as he marched towards Brainiac. Brainiac didn't move as Superman approached him, his blazing eyes only a few feet away from Brainiac's face.

"Congratulations, you finally managed to hurt me," Superman said with a rage in his voice that would cower Satan himself. The ponies all looked at him in a new state of fear, having no idea what to think. This was not the kind and caring Superman that they had come to love; this was Superman unchained, and he quietly said to the fiend, "Now are you ready for the consequences?" Brainiac's systems never registered the punch to his stomach that tore a hole clean through him. Superman then grabbed Brainiac by the neck as the machine pushed a button on his wrist.

"All units, attack." Superman looked up towards the ship with his blazing eyes as the ship's doors opened, letting even more Brainiac copies out to attack. He would deal with them in a minute, but first he was going to destroy the true Brainiac.

"I've had enough of you," Superman growled as he unleashed his nova vision upon the original, burning him to ash in a matter of seconds. Superman dropped what was left of him and burned it as well, before turning his attention to the sky. Superman placed one hand on the ground before vanishing skywards as he began to tear apart the Brainiac copies with ease now; attacks that used to be able to hurt him only fueled his rage even more.

The ponies all watched in awe and terror as Superman tore through the Brainiacs, not leaving a single one functioning. Faster than was fathomable by the ponies, Superman gathered up all of the Brainiac pieces and blasted them into oblivion with his heat vision. Superman heard the ship's energy cannons preparing to fire and threw himself into the ship, using his heat vision to destroy the engines as he pushed the ship into space, ripping the tentacles out of the ground. He gripped onto the bottom of the ship and began to spin it around, building up enough momentum so that when he let go it was sent hurtling to the sun. He used one last blast of heat vision to make sure that it reached the sun before he turned around and headed back to Ponyville, the rage giving way to another emotion: sorrow.

(S)

Rainbow didn't know what to think. Yes Brainiac had killed that pony with no remorse, but what Superman had done to him had been...hard to watch. After Superman had burnt the copies' remains into ash, he sighed and sat down on the ground, putting his face in his hands. The ponies of Ponyville had come back to their home to find the ship gone and the threat beaten. They all started to cheer, but Superman seemed to hear none of it. His ears were listening to only one thing...the sound of the crying filly. Superman stood up and walked over to her, kneeling down. The small filly was weeping over her mother's body, with a brown stallion standing beside her. She looked up at Superman with tears in her eyes.

"Why? Why couldn't you save her?" Superman had no answer; he couldn't answer. But there was something that he could do. RD watched as Superman gently scooped the crying filly into his arms and held her, comforting her the best he could. The filly looked stunned for a minute before she broke down and started to sob into his cape. Then Dash saw something that she thought that she'd never see. Despite saving all of Equestria, despite all of the cheering; Superman was doing something that stunned her.

Superman was crying.

She didn't believe her eyes. Superman, the being who could shrug off the most powerful spells, survive being blasted by dark hydra magic, and could fight off hundreds of foes, was crying over another's sorrow. Spells and electricity didn't even phase him, but this filly's pain had finally brought the unstoppable being to tears. He wasn't celebrating his victory over one of his most dangerous foes; he was comforting another who had lost one that she loved. All of RD's rage towards him for beating her and being better than she was melted away as she watched this moment. Even as the other ponies went over to comfort her, Rainbow was looking at Superman in a new light and was seeing him for what he really was:

He was truly a hero.

Author's Note

I'm so catching hell for this one.

Guilt

"...And as we lay this pony to rest, we pray that Faust takes her to the great castle in the sky, where she will find happiness," a pony said as he finished reading, walking to the side, as the coffin was placed in the hole dug for Derpy at the cemetery. Ponies did their best to contain their tears, except for a small grey unicorn that was crying into the arms of a brown pony with an hour glass on his flank. Everypony in town had come to the funeral while Superman floated overhead, unable to face the ponies. Superman had left halfway through the ceremony due to some danger far away, but nopony really noticed. Afterwards, Pinkie had a massive party in the center of town to try and take the ponies' minds off of what happened. It took her a full five hours to get it all ready. She had put the 'S' symbol on all of the banners and balloons, she helped the Cakes make one of the most delicious cakes ever seen, and all the Elements had shown up for it. There was only one problem: Superman didn't show.

"WHERE COULD HE BE?" Pinkie roared, running back and forth with rage in her eyes. Her friends were seated at a table beside her and watched her as she flipped out. "He couldn't have gotten lost; he can fly, for the love of brownies!"

"I don't know, Pinkie. My magic can't find him," Twilight said with a sigh, stopping her finder's spell. "He hasn't been the same since the Brainiac attack. He seems more...distant than before. Do you think he's hurt?"

"Ah think he just needs some time to himself," Applejack said with a shrug. "Fighting one of yer toughest foes has to take it out of ya."

"I do hope that he is alright, but since he's not here to take up the press's attention," Rarity began with a grin, leaving her seat and walking over to the newspaper ponies. The others watched her begin to show off her newest dress with a smile, glad to see that at least one of them was enjoying themselves. But while the others chuckled, Rainbow Dash was the only one of them who didn't join in on the fun. She had tried to talk to Superman after yesterdays events, but he had just ignored her and flew off, barely mentioning a fire somewhere. She had never seen him look so upset...and so defeated.

"Do ya want us to get in trouble?" Applebloom asked as she and the rest of the CMC walked up to the ponies. "He always comes whenever we get in trouble."

"No, but thank you for offering," Twilight said with a smile. Ponies around them had decided to start the party without Superman and had already gotten to the buffet. Pinkie had decided to start the music and gotten the ponies dancing, even though she didn't feel like it. Rainbow Dash stood up and left the table, telling her friends that she needed to go flying. Before they could ask any questions, she launched herself into the sky, sailing across the heavens as she headed off for Mareyland. She knew that Superman went wherever there was trouble, and no place was in more constant danger than Mareyland. It took her only a few minutes to reach the city, flying down to find that she had been right. Ponies in the streets were panicking as Superman battled it out with a giant crab. The fight was completely one sided; the poor crab stood no chance. She watched as he grabbed it by its legs and spun it around, throwing it back into the water.

"That was pretty cool," she said to him as she landed beside him. "That is, if you think beating on crabs is cool." Superman looked back at her without a word before turning back to the crowd that had gathered around him to thank him. He told them that it was no big deal before taking off into the sky. Rainbow Dash sighed and followed after him, sighing as he completely out flew her. She finally caught up with him when he came to a stop in the lower atmosphere, a place that even she didn't come to often.

"So, are you ready to talk?" she asked him. She sighed when he didn't reply. "Maybe about where you've been for the past day or why you won't talk to us?" He didn't answer, just continued to look down upon the world with far away eyes. She growled and flew right in front of his face, waving a hoof in front of his eyes. "Hello? Anypony in there?"

"Huh? Oh, hey Rainbow Dash," he said before turning his gaze back to the planet.

"Superman, what's the matter? You haven't been the same since Brainiac's attack," she asked, trying desperatly to get an answer out of him. He sighed and looked at her with saddened eyes.

"I failed that filly," he said softly. Rainbow Dash frowned, figuring that's what had been bothering him.

"Superman, you were battling an army of creatures that could go hoof to hoof with YOU. There was no way that you could focus on protecting us while fighting Brainiac," she said, trying to comfort him. Superman gave her a look out of the corner of his eye.

"You don't need to tell me about how I can't always save everyone, Ms. Dash, that is a fact I came to grips with years ago," he said sternly. "But I have fought with Brainiac before, I should have known how he would operate and taken appropiate measures to stop him. Instead, I let him surprise me and that pony lost her life because of it."

"You did the best you could," Rainbow Dash said, but Superman glared at her.

"No, I didn't. That's the point!" he roared at her, his anger and frustration boiling to the surface. It was only for a second, but RD was suddenly aware of the rage that Superman held inside of him and it terrified her. "I should have been faster to save her or defeated Brainiac faster! I didn't and now some poor filly is motherless," he said with a choked sob, looking away from RD and looking back on the world. "You have no idea how hard it is for a child to lose a parent."

"No, but I know how hard it is to lose a friend," Rainbow Dash said with a growl. She sneered to herself when Superman looked at her with a startled look on his face.

"She...she was your--?"

"My friend? Yes, she and I have known each other since the flight academy," RD said with a frown, moving closer to Superman's face. "Am I sad that she's gone? Yes. Do I feel terrible for her daughter? Yes. Am I going to let myself get depressed and not talk to my friends? No. Derpy always wanted others to be happy, even if she was sad. And you nearly got yourself killed fighting off the Brainiac and trying to save us all. Instead of focusing on the one life you couldn't save, maybe you should focus on all the lives you did save." Superman looked at her with a raised eyebrow, never expecting her to take that tone with him. He already knew that he shouldn't get upset over failing to save a life, that he should instead devote more energy into making sure it didn't happen again. But here he was getting reminded by one of the most arrogant ponies he knew. And yet she was right.

"Do you know what it's like?" he asked her, continuing on even though she hadn't answered. "To hear it all, all the crying, the pain, the cries for help day in and day out? Do you know what it's like to have the power to change the world for the better...only to wake up the next morning and realize that nothing's changed? There are still cries for help, still people dying and knowing that your best efforts don't seem to do anything? To hear them all cry out for you, only to fail them time after time?" Rainbow Dash didn't know what to say; there was no answer that she could think of that would sound right. She didn't know how he did it, to have all these great powers, yet to be always out there trying to help some pony else. It would break any normal pony.

"I can spin the planets on a finger; I can fly through stars with the greatest of ease: Hell, at one time I could blow away a galaxy just by SNEEZING!" Superman roared to himself as his frustrations came to the surface, Rainbow Dash floating away from him as he raged, "And then something like this happens and I'm reminded of just how powerless I can be," he whispered as he placed his head in his hands. RD didn't know what to do at this point, since she was seeing the side of Superman that few saw. It was him, after he had failed. Without knowing what else to do, she gingerly wrapped a hoof around his shoulder to comfort him.

"It's alright," Rainbow Dash said, her mind turning to another topic. "Um...speaking of death, why did you...kill Brainiac? I thought that went against what you stood for?"

"If only it were that easy," Superman said with a bitter half-laugh. "That is the third time I've burned Braniac to ash. But as long as a bit of him survives somewhere, he will come back to fight another day. He always does."

"Who was Brainiac anyway? I've never seen a pony like him."

"To keep it short, he's a collector of knowledge and he goes throughout the universe trying to gather all the knowledge he can. The reason he destroys planets is because the fewer beings that know about something, the more valuable the knowledge becomes. He has done the same to many different planets and he would have done the same to yours. I did what I had to in order to protect...most of you."

"During the battle, he was calling you Kal-El," Rainbow said with some difficulty, the name sounding weird in her mouth. "What did he mean by that?"

"Kal-El is my real name. My Kryptonian name," Superman replied. "Can you keep that a secret? I don't like the idea of those I don't trust knowing my name."

"Sure. Hey, wait a minute. You said you don't want those you don't trust to know your name, but you told me anyway," Rainbow pointed out. "Does that mean...you trust me?"

"I guess that means I do," Superman said with a raised eyebrow and a smile. His smile then vanished into a frown. "Sometimes I wonder what my life would have been like if someone else had these powers instead of me, if someone else had to bear the responsibility of being a hero," he whispered before his eyes narrowed, a cry for help reaching his ears. "And then I remember that I am the one with the powers and the responsibility. I need to go."

"What is it?" Rainbow Dash asked.

"Trouble," Superman replied. "I'll handle this, you go back to Ponyville."

"Please, you'll need me there to bail you out," she replied with an arrogant grin.

"Still arrogant?"

"You know it."

Superman smiled and took off towards the town, flying slowly so that Rainbow Dash could keep up with him. The two came down at a small town near a forest, where fire could be seen coming from a few of the houses. Ponies everywhere were trying to pick up what remained of their homes, with some of them helping injured ponies. Superman and Rainbow Dash landed next to a crying couple, who noticed Superman immediately.

"Superman! Oh thank goodness you're here!" the mare cried out, running over to him. "O-our colt! He was taken by a pair of bandits! He's...he's-"

"Where did they go?" Superman asked, kneeling down to her eye level. "Where did they take him?"

"Into the forest," she said, pointing towards the dark forest. "My husband tried to stop them and he..."

"I'm alright, but I can't move," he replied, showing his clawed leg. "Please, hurry."

"Why did they--?" Rainbow Dash began to ask, but Superman took off towards the forest before any more questions could be asked. She yelled in protest and took off after him, flying as hard as she could to keep up with him. She found him scanning the forest for the bandits.

"So...what's the plan?" she asked him.

"Find the bandits, get the kid," Superman replied, his eyes narrowing and he took off. He spotted them on a cliff near the ocean, cooking over a fire and laughing at what they had done. Superman spotted the colt locked in a cage by the cliff, with a bandit standing by it.

"And he leaves me behind again," she said with a sigh as she flew after him. Superman came crashing down to the ground right in front of the bandits, who had made a camp in the darkest part of the forest.

"I'm only going to say this once," Superman began as the six bandits ran to their weapons. "Let the child go and surrender or this is going to end badly for you." The bandit leader (Superman assumed he was the leader because he was the one to step forward) smiled at him and pointed at the cage.

"One step closer and the kid goes over the edge," he said with a smile. "And since we know that you won't try anything..."

CRACK!

The bandit leaders head snapped back as RD came flying down and kicked him in the jaw, knocking him back. She smiled until Superman yelled at her. The bandit saw the leader go down and pushed with all his might against the cage, pushing the cowering foal over the edge. Superman shot off after him as he fell while RD was left to deal with the bandits.

"Heh, three on one huh? Can't you guys try to make it a challenge?" she asked the three bandits that had circled her. The first one yelled and charged at her. She ducked his hoof strike and caught him under the chin, knocking him out cold. The second one got her from behind and put her in a bear hug. She chuckled and slammed her head into his nose, spinning around once he had let go, and she kicked him below the belt. He fell over with a whimper as the final bandit pulled out a knife and slowly advanced towards RD.

"Oh no, a weapon. My only weakness," she said in a mocking tone. "If only I knew how to fight." She smiled and tried a flying kick...only to have the bandit roll out of the way and kick her in the gut as she passed, knocking her out of the air and to the ground. She groaned as the bandit jumped on top of her, placing the knife at her throat. He brought the knife back to stab her...only to have it grabbed by a hand and crumpled like paper. Superman picked the bandit pony off of her and tossed him into the cage with the rest of the bandits.

"Got a little cocky there, didn't you?" Superman said with a sly smile.

"Yeah, yeah, he got lucky," RD replied with a huff, picking herself up and dusting off her wings. "Is the kid okay?" Superman moved his arm and revealed the little foal, who had passed out in his arms from fright. "Let's get him home." The two took off and flew back towards the village, Superman taking the bandit-filled cage and giving the foal to Rainbow. The ponies cheered when they arrived back at the village; the parents of the colt cried with joy as Rainbow gave them back their foal.

"Thank you...thank you," the mother whispered as she held her child tightly, the foal holding his mom close after he woke up. Superman smiled at the scene while Rainbow had a question.

"Um...if you don't mind me asking, why did the bandits take your son?" she asked them. The couple looked at each other before the husband hobbled inside their home, emerging a minute later with a chest.

"This is why they took him." He opened the chest to reveal one of the most grand and incredible gems that Rainbow Dash had ever seen. It was pure green and shined like a star. The husband took it out of the chest and gave it to Rainbow, who looked at it with wide eyes.

"Wow, I've never seen a gem like this before. Superman, look at this!" She held out the gem to Superman, who looked at it hesitantly. He didn't feel weakened, but it looked so similar. He shook his head and held out his hand, wincing despite there being no pain, as the gem slipped into his hand. "Cool, huh?"

"Yeah, cool," he said with a small smile as he handed it back to its owners. "So they kidnapped your son so that they could get their hands...hooves on this?"

"Yes, but this is the first time somepony has tried to take it," he said with a sigh. "It is our family heirloom and means a lot to us. And I want you to have it," he said, offering it to Superman, who raised an eyebrow.

"Why are you giving this to me?" he asked, even though he already knew the answer.

"You saved our son. This is the least we can do," he replied. Rainbow Dash looked at the gem with awe, not believing that they had the good fortune to be given this. Rarity would kill to have a gem like this and now she, well, Superman, was getting it. She was thinking about how cool that would look on her wall...when Supeman held out his hand and pushed the gem back to its owners.

"Thank you for the offer, but I cannot accept it," he said with a smile. "Your family's happiness is more than enough of a reward."

"But if we keep it, then they'll-"

"Then simply tell them that you gave the gem to me, just don't tell them that I didn't accept." The ponies began to protest, but Superman held out a hand with a smile, ruffling the foal's mane before taking off into the sky with the bandits in tow. Rainbow Dash looked from him to the stunned parents before taking off with a growl after him. He had been flying just fast enough so that she couldn't talk to him, so she had to wait until he had flown over a town that had guards stationed there to drop off the bandits.

"Alright, ask the question," Superman said with a grin, leaning back as he floated in the air.

"Why did you give up the gem?" she asked with a cold glare. "That was the coolest, most 'rad' gem I have ever seen and you just gave it up. Why? You earned it. They were willing to give it to you and you just gave it up." Superman chuckled at her question, having been asked it many times before.

"Because I didn't start saving lives to earn rewards or to become famous. I did it because others needed my help. The work is its own reward," he told her. "And I was being honest when I told them that their happiness was all I needed. That is my reward for what I do. To see others happy." Rainbow Dash looked at him again with disbelief, realizing again how much of a difference there was between them. Not that long ago she had become jealous of a new hero (who turned out to be her friend) and started doing good only for a reward. And here the greatest hero of all time told her that he helped only to make others happy.

"You're a better pony than me," she said in a barely audible whisper.

"Maybe, but you're learning," Superman said with a grin. "Now come on, I can hear Pinkie cursing me from here. Let's go to her party." Superman flew off into the distance, leaving Rainbow Dash to feel inferior once again. She took off after him, wondering to herself how she ever could have considered herself the best.

(S)

"Lex! What was that all about?" Celestia roared through the inter-dimensional link at Lex. "Brainiac, the creature you sent to deal with Superman, nearly wiped out Ponyville! There was massive property damaged and a pony lost her life! Why did you send him here if you knew that he was going to attack us?"

'My dear Celestia, I warned you that this creature might be a bit much for your ponies,' Luthor said in a calming tone. 'Casualties have to be expected when dealing with such a powerful creature such as Superman.'

"It shouldn't have to come to that!" Celestia growled. "We should be able to defeat him without the need to have the innocent brought into this. Brainiac went too far!"

'And he paid for it, didn't he?' Luthor asked. Celestia's face fell as she thought of what had happened, wondering how to tell Luthor this.

"Superman...burned Brainiac alive," Celestia told him a whisper. "He tore apart the other Brainiacs, but he saved the original to burn him to ash. He then threw his ship into the sun. I...I don't think that he survived." Lex went quiet for a minute, taking it in.

'Why are you so afraid of Superman? I understand that you would be afraid after I told you about him, but I heard that you were afraid before you met me. How did you see through his disguise?'

"Years ago...back when my father was still alive and I was just a small filly, a ship landed in one of the farthest reaches of Equestria. My father took me and my mother with him to see what had landed in Equestria. What I saw I will never forget. A bipedal creature that had glowing red eyes and a grey armored form attacked us, despite our peacefulness. I don't remember much else besides the fact that my father had to sacrifice himself with one of the greatest spells known to our race to destroy both the alien and his ship...and that it cost him his life. Luna was too young to remember any of this and when my mother returned to Canterlot, she told the subjects that he had died defending them, nothing else. She didn't feel that they were ready to know the truth about creatures from another world."

'I am so sorry for your loss, but how does this relate to your hatred of Superman?'

"Because on the center of the armored creature's chest was a shield with a grey "S" in the center," Celestia spat out, her head aching as the memory surfaced. "It is a symbol I will never forget. That is why when I saw Superman and the "S", I knew that he came from the same race. That he was evil." Luthor thought about that for a minute, linking the pieces together. Odds are that it was a Kryptonian of ancient origins, one that had come to the planet in hopes of colonizing it. "I couldn't save him. I couldn't even help him. So that's why I was so afraid when Superman showed up and why I was so willing to trust you. But after Brainiac...how do I know I can trust you?"

'I think that it is time that I showed you, instead of just talking about it,' Lex said. 'I know that you can read minds and go through memories, for if your sister can do it, you should be able to do it too.'

"I don't know, this seems a little--"

'You will not trust me otherwise, espescially after my mistake in sending Brainiac to your home. Please, do it.' Celestia closed her eyes and allowed herself to go into Luthor's memories. Little did she know that Luthor had invented a helmet that would show her false images of what Superman did on Earth, which he wore with a giant smile. Celestia watched in horror as "Superman" commited act after act of unspeakable horrors, all with a smile on his face. Luthor knew that he had her now and that meant that his plan could truly begin.

'Fortunatly for you, I have been working on a little something to help you,' he said once she had left his mind and was able to hear her panting. 'It is a red sun generator. Since you told me that you cannot make a red sun yourself, I figured that I would make one for you. If you could please open a small portal in front of me.' Celestia did as he asked, trying to block the images of what she saw from her mind. A small metal circle came out from the other side, landing at her hooves with a thud.

"Wh-what is this supposed to do again?" she asked shakily.

'As long as Superman is in its light, his powers will be temporarily gone. Now this is a one-of-a-kind device that took me a few years to make. Be careful with it. And Celestia...it is my fault for what happened with the pony who lost her life. Do not blame yourself.'

"...Alright Lex, I will trust you. But if any of my ponies die, then you will answer to me." Celestia lifted up the device as Luthor cut off the link between them. She sighed and placed the small circle of metal on a table next to her, heading for the stairs to get out of the dungeon. She left through the door, never once noticing the dark shadow that wrapped around the device and slowly pulled it into the shadows. On the other side of the portal, Luthor chuckled to himself as he watched the device slip into the shadows with the inter-dimensional camera he placed inside of it.

"Well it seems Brainiac failed us," Mercy said to Luthor once he made certain that the device was stolen. He turned towards his personal guard with a smile as he took the device with all the "memories" that Celestia had seen off of his head.

"Failed us? No Mercy, his purpose was never to defeat Superman, but to show me what level the princesses were on and whether or not they'd be a threat to my plans. But if they cannot handle some one as idiotic as Brainiac without Superman's help, then there will be nothing they can do when my master plan is put into motion. I must admit, ruling over both Earth with all it's technology and a land filled with magic is going to be a great job. I cannot wait 'til I get started."

"Are you at all concerned with what happened in Ponyville The princess sounded serious in her threat?"

"Why should I care for a stupid animal that died? The less of them there are the easier it will be to rule over them."

"Are you sure it was alright for the device to be taken? And won't Superman recognize your tech?"

"You give me too little credit. The device is made from materials that I...borrowed from Apokalips. As for the device itself, consider this to be a test run. I am only fifty percent certain it will work right, but why should I have to risk myself when I have all these volunteers who will do it for me? But I must be more careful with my plans. It seems that while still a fool, she loves her subjects too much for another collateral fight...Mercy, contact the Yellow Lanterns. And grab a shovel."

(S)

"Finally you bother to show up!" Pinkie scolded Superman, but moved out of the way to let him into the party. He smiled at her and looked around at all the ponies, each of whom looked to him with a smile. A huge line then formed so that everypony there could thank him for what he did. He tried to tell them that there was no need for thanks, but they ignored him and continued anyway.

"You're quite popular around here, aren't you?" Twilight asked with a grin after the last pony had said their thanks.

"I guess," Superman muttered as he looked around at all the lavish decoration that had been set up for him, having grown used to people throwing celebrations for him back on Earth. But he just didn't feel like celebrating right now.

"Hi Superman!" the CMC said with huge smiles, running over to him.

"Hello girls. Staying out of trouble I hope?" he asked them with a smile. He then noticed another filly standing behind them, a filly who hung her head behind them. Superman gently moved the other three to the side so that he could get a good look at her. Just as he feared, it was the grey unicorn with the yellow mane. She slowly walked over to him, trying not to look him in the eyes.

"Hello there," he said gently, waiting for her to speak. She whispered something that none of the ponies could hear but it made tears well in Superman's eyes. "You don't need to thank me. In fact, you probably shouldn't. I couldn't save your mother. I...failed you." She whispered something again and Superman shook his head. "I know that everypony needed to be saved, but I should have been able to--" He was cut off as she whispered again, and once more tears welled up in his eyes.

"I know. I know." Superman reached down and drew the small filly into a hug. She hugged him back, tears streaming down her face. "What's your name?" She whispered it again, but Superman heard her just fine. "Is anyone taking care of you? The one with the hourglass? That's good." He didn't say anything else, just continued to hug her, a sight that captivated the eyes of all the ponies there. They all watched with smiles on their faces, all except for Rainbow Dash, who was reminded once again why Superman was the better hero. She had been a close friend and she had never once comforted the filly. And yet here Superman was, holding her to try and tell her it was alright. She smiled and walked out of the party, glad that Dinky had somepony that she could rely on. She looked up at the stars, wondering what it would be like to touch them.

"Rainbow Dash? What's wrong?" Dash turned to find that Fluttershy had walked out as well, seeing if her friend was alright. "You seem upset. What happened?"

"I'm fine. Nothing's wrong," she said in a dry voice. Fluttershy looked at her and shook her head, walking up beside her to gaze at the stars.

"If Applejack were here instead of me, she'd scold you for lying," Fluttershy said. "Now then, what's really the matter?" Rainbow Dash looked at her friend, one of the closest friends she ever had. She wanted to tell her...but she couldn't.

"I can't, Fluttershy. I'm sorry," Rainbow Dash whispered as she took off into the sky. She flew as high as she could, so that she could almost touch the stars. Up here she always felt better, knowing that no other pony save the princesses could fly this high. Here, she felt that she was special. But now...she knew that there wasn't just somepony that was similar to her, but that he beat her in every way. Speed, strength, heroic deeds...he was even more loyal than she was, and that was her Element. She always flew up here so that she could almost touch the stars...but she knew that he could touch them, he could go where she couldn't. She hated to to admit it, but she knew it to be true.

In every way, Superman was better.

Superman didn't see RD leave, he was too concerned for the filly. He knew that she needed to get back home, but what had happened today reminded him of his mission, a mission to protect all life no matter who or what they were. And he had failed to uphold that mission. But as Superman held the sobbing filly in his arms, he made another vow to himself. A vow that he would stay in Equestria until he was certain that all the ponies and all the families were safe. That no pony else would have to go through this pain again.

"I promise you, I will protect you from all who seek to hurt you and your kind," Superman whispered so that only she could hear, an underlying rage in his voice. "And if anyone tries to kill another without mercy...then they answer to me."

(S)

Far away from all the ponies in his dark castle, the shadow figure stood on a balcony overlooking a destroyed and dead land. He gazed upon it with no emotion, knowing that one day he would have an even greater land to himself. The sound of a bird cawing caught his attention and he looked up to see a raven flying towards him with something in its beak. He held out his hoof and let the raven drop what it had found in it. He looked down at the small item as the raven flew away.

It was a piece of metal with three connected circles on it.

'It seems that the pony was right in saying that Superman would be interesting, but I still do not know whether or not we should trust him.'

'I think that he is just what our world needed, a hero.'

"That remains to be seen. I still do not like what we saw in the other dimensions.'

'This one is different. Trust me.'

'We shall see.'

No Two Alike

"Did you get it?" the voice in the darkness asked Chrysalis as she came back into the throne room, lightning flashing outside for dramatic effect. Chrysalis walked up to the throne room and bowed slightly, dropping the device at his hooves.

"Yes, but it will not be long before they suspect," she said. The dark figure's eyes narrowed and he levitated the device up to his eyes, a smile growing on his face.

"That is of no importance. Without their Superman to defend them, the ponies will fall at our hooves." He floated the device over his chest and with a bit of magic, attached the device to his chest. He smiled and stood up, walking over to her while remaining in the darkness. "You have done well, Chrysalis. I feel that I should reward you." He stomped the ground and a portal to the darkness opened, allowing a small changeling to crawl out. Chrysalis let out a gasp and ran over to the child, scooping it up into her hooves and holding it close. "If you continue to do such a good job, I will return the rest of them to you," he said with a smile as tears rolled down Chrysalis' face. He left the room to begin planning, not noticing the two eyes that glared at him as he left. She then turned her attention back to the small changeling that looked up at her and giggled, causing her eyes to soften, and she held it close again, promising herself that she wouldn't lose her children again.

"Damn you, Sombra," she whispered to herself as the little larve began playing with her hair.

(S)

A massive storm had blown in all across the land of Equestria and most ponies were inside taking shelter from the rain. Superman was not 'most ponies'. He instead flew about all over the land, using his vision and hearing to try to find any who were in trouble. He had just rescued a pair of colts that had been trapped up in a tree and returned them to their parents, smiling as they thanked him. He waved and flew off above the clouds, scanning for the next sign of trouble.

"So far, there hasn't been much trouble," he muttered to himself. "I'm glad I told Rarity and Applejack to keep their sisters inside for today. This is just the kind of day they'd want to get their marks in something foolish like river rafting or cloud wrangling," he said with a sigh, looking over in Ponyville's direction just in case. The last thing he wanted was for more innocents to die. He sighed with relief when he found the two of them inside with their sisters watching over them. All that was left was...

"Scootaloo," Superman said with a frown. He hadn't seen her when he scanned Rarity's home, where she was supposed to be staying for the day. A quicker scan of the area showed him that she was at Pinkie's, talking to the pink pony over a cup of cocoa. She was safe as well, so he didn't need to concern himself too much with Ponyville. He would keep an eye on it, but even if he couldn't, he knew that Rainbow Dash would be there to help out any pony in danger. Fluttershy had approached him and told him about how she had been acting, as if she had lost faith in herself. Superman had been noticing it to, ever since the race. She had gone from loud and arrogant to silent and lost.

"She's comparing herself to you," Fluttershy had told him. "She always had an inferiority complex, so she tries to be the best at everything. And once she got there, you came along and beat her at nearly everything. She feels worthless compared to you." Superman frowned at the thought, hoping that RD would snap out of that way of thinking. She might not be as fast or as strong as he was, but she was a hero of sorts in her own right. She just needed a little fine tuning. Superman's thoughts were interrupted by a cry for help, and he flew off, planning to talk to Rainbow later.

(S)

Rainbow Dash lay on her back looking up at the sky. She was laying on top of one of the rain clouds that was drenching her home. She had been the fastest at getting the clouds in the area, in ten seconds flat. While that had gained her cheers and applause from her co-workers, it just left her feeling down. She knew that what she did in ten seconds Superman could do in half a second. She sighed and rolled over the side of her cloud, allowing herself to look down at Ponyville. Her eyes widened in interest when she saw a very curious sight. Scootaloo and Diamond Tiara were talking to each other and neither of them had started beating up the other. That alone gave her cause for concern. The two of them nodded their heads and raced off in the direction of the Everfree Forest, which was an immediate 'red flag' for Rainbow Dash.

"What are those two up to now?" Rainbow Dash asked herself with a sigh, flying off her cloud and taking off after them. She followed them all the way to around the forest center before she finally had a chance to catch up with them, the wind and rain making it hard to fly. "So just what are you two up to?" She asked as she landed behind them. Scootaloo screamed and jumped around to face her, but Tiara just sighed and glared at Rainbow Dash.

"Well, because this pony spends all her time crusading, we never had the chance to finish our school project," Diamond Tiara said with no real emotion in her voice. "And with it being due tomorrow, the only time we have to do it is now, in the middle of a thunderstorm. Trust me, I don't want to be out in this storm, but I need the grade."

"Come on you two, let's get you out of the rain before--"

"AAAAAAAAOOOOOOOOOOO!!"

Rainbow Dash and the two fillies stopped what they were doing and listened with fear as the sound that caused all to tremble reached their ears. Rainbow Dash immediately took up a protective stance around the two fillies as eyes began to appear out of the darkness. One by one, the creatures known as Timberwolves came out of the foliage. Rainbow Dash looked around them with fear in her eyes as she realized that they were surrounded.

"W-what do we do?" Diamond Tiara asked in terror.

"Call Superman?" Scootaloo asked.

"Call Superman," Rainbow Dash agreed. Scootaloo called out for Superman, but he didn't show up. She called again and again as the wolves got closer and closer, licking their lips. "Okay, new plan. I'll keep them busy while the two of you run for your lives."

"I'm not going to leave you!" Scootaloo cried out.

"You should leave me instead," Diamond Tiara muttered.

"Wait for my signal," RD muttered, watching as the biggest wolf narrowed her eyes at her, letting loose a loud howl before rushing at her. "NOW!" Rainbow roared as she drove her hoof right into its jaw, knocking it back. The two fillies tore off, but two of the wolves snarled and chased after them. RD started to chase them, but the wolf that she had just knocked down jumped up and bit her wing. She cried out in pain as she bucked it hard in the face, shattering its visage. She flapped her wing, only to wince as pain coursed through it.

"Okay, not going to be able to fly," she muttered as the other two wolves closed in on her. "The two of you want to fight me? BRING IT!" she yelled as she lept into the air, driving her hoof down on the first wolf's head. It staggered back as the second one attacked her from behind. She spun and brought her hoof up in an uppercut, cracking the wolf's jaw and knocking it over. She turned around as the dazed wolf pounced on her, pinning her to the ground. She moved her head out of the way of one of its bites and kicked it in the gut, knocking it off. She finished it with a punt kick to the head, knocking it out. She looked around at the beaten wolves with a smile on her face, until she heard the two fillies cry out.

"Hang on you two, I'm on my way!" she yelled as she sprinted to where the cry had come from. She raced through the forest, praying that they were alright. She burst out of the forest to find the two fillies with their backs to a cliff, raging rapids roared at the end of a long drop behind them. The two wolves that had pinned them turned to look at Rainbow, both of them snarling at her. "Get away from them!" Rainbow barked, charging at the wolves. One of the wolves snarled and charged her, but the other turned its attention back to the two fillies. Scootaloo looked past Diamond Tiara at the water below, a plan forming in her head.

"Diamond, we need to jump," she told her. Tiara looked at her like she was crazy.

"WHAT!? There is no way I'm jumping over a cliff!" she protested. Scootaloo looked at the advancing timberwolf to the injured RD, who had gottened clawed in the side as she battled with the other wolf. She closed her eyes and pushed Tiara with all her might, knocking the both of them over the cliff just as the timberwolf reached them.

"NO!" Rainbow cried as the two went over. She shoved the wolf off with all her might and sprinted towards the cliff, jumping over the edge and diving down after them. She landed in the rapids, having to fight just to get back to the surface. She threw her mane out of her eyes and began to look around for the fillies. She spotted Scootaloo not too far ahead of her, so with all her might she swam towards her.

"Rainbow...Dash!" Scootaloo cried out as RD reached her. Rainbow grabbed by her mane with her teeth and started to drag her towards the bank. RD dropped off the coughing filly, who looked at her idol with a smile of gratitude. Rainbow Dash looked back towards the river to find Tiara screaming for help as she was pulled away downstream towards the falls at the end. Dash dove back into the river and started to swim towards the filly, her vision beginning to blacken. She ignored it and pushed with all her might. After what seemed like years, she finally made it to Tiara, who had passed out in the rapids. RD grabbed her and tried to swim back, but found that her strength had abandoned her.

"No...not now...not like this," she said weakly, tears streaming down her face as she felt herself being pulled towards the falls. She flapped her wings in desperation, but her wing was too injured to lift her up. All she could do was wrap herself around the small filly as they reached the falls. She closed her eyes as they both went over...then nothing. She opened her eyes to find the both of them floating over the falls, not plummeting to the bottom. She turned her head to look up into the smiling face of Superman.

"Glad I came back to check up on you," he said with a smile, holding her in his arms. "You really needed my help." Rainbow Dash didn't have the energy to smile, but she thanked the stars that Superman had shown up when he had. She didn't want to think what would have happened if he hadn't. Superman turned towards Scootaloo and flew off, gently touching down when they reached her a few seconds later. Scootaloo tackled RD when she saw that she was safe, Rainbow Dash gently patting her on the back. Superman had wrapped Diamond Tiara up in his cape and told them that she needed to get to the hospital. He grabbed Rainbow and Scoots and flew off.

(S)

"So why didn't you show up when we called for you?" Rainbow Dash asked while she sipped on some hot tea in the waiting area of the hospital. Superman had flown them there fairly quickly and had informed the doctors of what had happened. They had been quick workers themselves, using magic to repair Rainbow's wing and fix her wounds. Tiara had passed out, but she had come around and seemed to be fine, though oddly quiet.

"Sorry about that. There was a massive fire caused by a lightning bolt and that took a while to contain," he replied with a smile. "After that another town had a flood and that required some time. Only after all of that had been fixed did I finally hear you cry out for help. I flew there as fast as I could and the rest you know."

"Well, thanks for saving us. Celestia knows how useless I was," Rainbow Dash said with a sad smirk. Superman was about to say something when a doctor came out and told them that Tiara was ready to see them. The three of them headed into her room, where a light brown pony with slicked black hair and bags of money on his flank awaited them.

"Ah, Supeman. Thank you so much for saving my daughter," he said with a smile. "My name is Mr. Rich and I don't know what I would have done if I had lost my little princess."

"I'm happy to see that she's alright," Superman agreed. Mr. Rich reached inside of his bag and pulled out a huge bundle of bits, which he offered to Superman.

"I know this isn't a lot, but I wish to thank you in some way for saving my daughter. There's more if you feel like this isn't enough."

"Thank you, but your daughter being safe is all the reward I need," Superman replied with a smile, pushing the money back to him. Mr. Rich looked at Superman with surprise before putting the money away with a shrug. Rainbow Dash had also been watching as Scootaloo tried to talk with Tiara, who was being quiet.

"Daddy?" she eventually said, gaining the immediate attention of her father. "Could you leave the room for a minute? I want to speak with Superman alone." Mr. Rich looked hesistant, but he eventually nodded and left the room, Scootaloo and RD following him. But while Mr. Rich and Scootaloo headed for the lobby, Rainbow Dash stood near the doorway, listening in on her conversation.

"Why?" was all that Tiara asked him.

"What do you mean?" Superman asked in return.

"Why did you save me?" she asked with a shaky voice. "After everything I said...after all I've done. You said it yourself that you hate bullies like me, but you still saved me. Why?! Why did you even bother!?"

"Just because I don't like someone or pony doesn't mean I'm not going to help them when they need it," he replied. "I help all who need it, even bullies."

"But what if they don't deserve it!?" she practically screamed at him. Rainbow Dash sneaked a look into the room and found that Tiara was crying. "What if they don't deserve to be saved? Why still save them?!" Superman looked at Tiara for a minute before he walked over to her, wrapping her in a hug. "Get off!" she growled, trying to push him off at first, but then gave in and began to sob.

"It's all my fault," she sobbed into his arms. "I-if i hadn't called her a coward, she wouldn't have run out to face Brainiac and then her mother wouldn't have..."

"It's not your fault, you had no idea this would happen," Superman said, trying to comfort her. "Brainiac has killed millions across the galaxy. Her death wasn't your fault."

"B-but if I hadn't..." Tiara couldn't speak anymore and just went back to crying, trying one last time to break out of the hug. "Why didn't you just let me drown? Just give up on me."

"I never give up on anyone. Never." As Superman comforted her, Rainbow Dash once teared up herself. Diamond Tiara felt guilty for the pony's death, and as far as Rainbow Dash was concerned, she was in a way. But once again Superman was taking somepony else's burden and was putting it on his shoulders. He was always placing the burden on himself. She looked away and walked back out into the lobby, where she stared out the window. Superman came out a few minutes later and nodded to Mr. Rich, who ran back down to his daughter. Superman noticed that Scootaloo had gone and Rainbow Dash was the only pony left in the room.

"Rainbow Dash, can I talk to you?" he asked her. She looked at him and nodded. He opened the door for her and the two walked outside. The rain had mostly stopped, but the clouds still loomed overhead. "Up here," he said, pointing to the sky. He took off with Rainbow Dash following him.

"What did you want to talk to me about?" she asked once they had gone above the cloud cover.

"I just wanted to thank you again for keeping those two safe while I was busy," he said with a smile.

"I didn't save them. You're the one who saved us," he replied. looking away from him.

"No, if you hadn't been there, the two of them would be dead," he said sternly. "Look, Fluttershy told me about how you've been comparing yourself to me and how you feel like I'm a better version of you. But that isn't true. You're still the fastest pony in Equestria and you're still one of the Elements of Harmony. Doesn't that account for something?"

"You already proved you're faster than me," she replied with a smirk. "And you would make a much better Element of Loyalty than me. Every thing I can do, you can do better."

"But that doesn't matter," Superman said, flying in front of her. "Rainbow, you've done a lot of good. You need to stop comparing yourself to me and start realizing that you are special. There isn't another 'you', even if you can believe that I'm replacing you." Rainbow Dash didn't look convinced, so Superman decided to tell her something, something private.

"I wasn't always like this," he said softly. Rainbow turned her head slightly to show that she was listening. "On my home planet of Krypton, I couldn't fly faster than light or lift a mountain with ease. I was normal, I was weak. It's only because of the yellow sun that I have my powers at all. Without it, I'm the same strength as any human."

"This...isn't your natural ability?" she asked in disbelief.

"No. But even those without my powers, people on Earth, still use their abilities and strengths to fight for good," he said with a smile. "And you have done the same. You help others every chance you get, even when it's a losing battle. So maybe you should stop thinking about how Rainbow Dash has failed and start thinking about all the good you have done. Because from what I've seen of you in the short time I've been here, you've done a lot of it." Rainbow Dash looked down at herself, realizing that he had got her with her own words. All she had done since Superman had arrived was compare herself to him and drag herself down. But he was right again. She had done a lot of good, she had helped others. Maybe she wasn't the failure that she thought she was after all.

"I hate it when you're right," she said with a sigh, but smiling as well.

"Does that mean you'll stop comparing yourself to me?" he asked her with a grin.

"Maybe."

"Glad to hear it. Because I need a favor."

"What kind of favor?" she asked.

"I need my suit repaired. You know anyone who can help?" he asked. She smiled, knowing she was about to get back at him.

"Oh, I think I know somepony who could help," she said with an evil chuckle.

Princess to Be

Rarity was shocked when she saw both Superman and Rainbow Dash show up on her door step. The moment she saw Superman, she shot back through the house and came out a second later with her mane wet.

"Oh, I'm so sorry. I just stepped out of the shower," she said as she batted her eyelashes at him.

"Rarity, you rinsed your head in the sink," Superman said with a smirk.

"Using that super-vision to peek on me?"

"Nope, super hearing." Rarity sighed and gave up, stepping aside so that Superman and the chuckling Rainbow Dash could come inside. Superman explained what he needed, and from the look Rarity gave his suit, she was in agreement. She waved Superman over by the mirrors as she pulled out a measuring tape. "Thank you for taking time out of your day to do this," Superman said as she measured his figure, noticing that she stopped for a few seconds too long when she got to his muscles.

"Not a problem darling," she replied with a grin, writing down the measurements. "You have saved not just me and my sister, but Ponyville on so many different occasions. I'd be a lousy Element of Generosity if I didn't repay you in some way." She walked into the back of the boutique while levitating some black silk and silver material behind her, leaving Superman and Rainbow Dash alone to talk.

"Thanks for what you said earlier," RD said bashfully when she made sure Rarity wasn't listening. "I sometimes get like that...more often than I care to admit."

"Don't mention it. Like I said, I'm here to help."

"How did you know about Diamond Tiara?" RD asked in a whisper. "She's normally so mean...but you picked up on it right away."

"I heard her heartbeat," he replied. Once Rainbow got over the shock that Superman could listen to heartbeats, she asked him another question.

"What does that have to do with it?"

"Her heart was making irregular beats, telling me she was upset," Superman muttered as he looked through the wall at what Rarity was making. She looked up and turned to face him, indicating for him to look away. "That, as well as what she told us..." Superman knew RD had been listening in on them--of course he knew, he's Superman. "She let me know that she was feeling guilty about something. The incident with those two is the only thing in recent memory that I could think of that would cause her to be upset."

"And you could tell all of this from her heartbeat?" RD asked in amazement, wondering what other powers he had. Before he could answer, Rarity came out from the back swinging an outfit behind her.

"TA-DA!" she exclaimed as she levitated the garment over to Superman. He looked at it with a whistle, amazed at how fast she had worked. It was a black tee-shirt with black pants and his "S" symbol was a silver color. "Well what do you think, darling? Isn't it amazing?"

"It's certainly something," he replied politely. Rarity motioned for him to try it on. Faster than either of them could see, Superman switched out of his red and blue and into the black and silver, holding out his damaged costume to a frowning Rarity.

"Yes, it definitely looks good on you...shows off all the right parts," she said with a smile as she looked over his muscles. Superman rolled his eyes while Rainbow snickered to herself. Rarity took the red and blue in hoof and inspected it, shaking her head at some of the tears. "Give me a day, maybe two, and I'll have this all repaired for you."

"Thank you very much, Miss Rarity," Superman said with a smile. "It means a lot to have it...Oh for the love of..."

"What's the matter?" Rainbow Dash asked him.

"How many times have I told those three not to do anything dangerous?" he growled to himself, shooting off through the door way, blowing over all of Rarity's dresses as he did so. RD and Rarity poked their heads out from under the dresses that now buried them.

"I still can't believe how fast he is," Rainbow Dash said with a whistle.

"I keep getting reminded of how sad it is that he isn't a stallion," Rarity said with a sigh, making RD gag. Superman quickly found what the three fillies were up to this time, but for the first time since he saved them, he wasn't sure that he should be mad at them.

"And just what are the three of you up to?" he asked them as he descended down, taking a look at everything around them. They were standing on a table with test tubes and beakers on it, while fire surrounded them. A few books lay open to the side that were mostly about theories of how to return the dead to life. It had only taken Superman a second to guess what they were doing, and less time than that to blow out the fires while scooping them up.

"Well..." Applebloom began, avoiding eye contact with him as he set the three of them down in front of him. "We saw what happened the other day with...and we wanted to help! Twilight has multiple books on..." Superman glanced over at the books that had been burned to a crisp "...and we thought that we could help bring her back."

"Two things: First, never mess with bringing the dead back to life. I've had enough trouble with the Black Lanterns as it is," Superman said with a sigh, not wanting to remember that fight. "Second, while it is a nice gesture, she's gone. And you can't bring the dead back to life...most of the time."

"But we just wanted to help her," Sweetie Belle said with a sniffle. Superman knelt down to their level and sighed.

"I know. And I know you're just trying to help, but sometimes there's nothing we can do. Now come on, let's get you three home." The fillies started to complain, but Superman gave them a look that silenced them. He picked them back up in one arm and grabbed Twilight's books with the other, flying each back to their respective homes. Twilight was less than thrilled when she saw her books.

"AAAAHHHH!! What have you done to my books?!" she half-screamed as she gathered what remained of the books in her hooves. Spike smirked to himself at the thought of somepony else burning Twilight's books for once.

"What have I done? What were you thinking, giving books on how to raise the dead to FILLIES?" Superman shot back, crossing his arms with a frown. "What were you thinking?"

"I've been stressed, okay?" she yelled at him as she walked back inside. "I need to get to the Crystal Empire in a few minutes, but I missed my train and I can't find my tiara! Not to mention that another alien showed up and wrecked my home and also killed one of my FRIENDS! I gave them the books because they said that they were only doing school work with it!" Superman sighed at how easily Twilight had been duped and that the CMC had lied again. He'd have to talk to them about that. "Nice outfit by the way," she said with a smirk.

"Your tiara's behind the pillow that's on the couch," Superman muttered as he scanned her house. "Also, what's the Crystal Empire? This is the first time I've heard it mentioned."

"The Crystal Empire is where my brother Shining Armor and Princess Cadence live," Twilight said quickly, floating the tiara over to her. "They said that they had something really urgent to tell me and needed me there A.S.A.P. But now I'm running late!"

"Well then, how about I fly you up there?" Superman offered.

"No thanks, I can fly there on my own," she grunted in reply.

"Can you get there faster than a speeding bullet?"

Twilight started to answer; then shut her mouth.

"Fine, but don't drop me," she grumbled. Superman picked her up in his arms and hopped outside, shooting up into the air and rocketing north. Twilight held on to him for dear life as he sped over Equestria. Within a minute, Superman came to a halt over a city made entirely of crystal.

"You weren't joking when you said it was the Crystal Empire," he said, impressed. Everything here was crystal. The buildings, the streets...the ponies?" Um, why are the ponies made of crystal as well?"

"After we returned the crystal heart, the crystal ponies returned to their true forms," Twilight said as Superman floated to the ground and put her down. She wobbled for a few steps and shook her head. "Come on, the palace is this way." Superman floated through the streets behind her, taking in the sites. Just as he had thought, everything was crystal. It was an even fancier place than Canterlot and seemed to be a lot more sophisticated. He also noticed that all of the crystal ponies were staring at him and muttering under their breath to each other. Of course, Superman could still hear them fine.

"Is that...Supermane?"

"He's a lot bigger than the pictures show."

"I thought he wore red and blue?" Superman pretended not to hear them and waved to them as he passed, causing some of them to flinch. He lowered his hand with a frown, sad that they didn't trust him yet. He and Twilight walked up to what Superman could only assume were the palace gates, where the guards were quick to respond by surrounding Superman and pointing spears at him.

"Spears huh?" he said with a smile as he poked the tip of one of the spears and shattered it. "Cute." The guards backed away from him a bit, eyeing him cautiously until Twilight stepped forward.

"It's alright, everypony, he's with me," Twilight assured them. They looked from her to Superman with a look of uncertainty, but lowered their spears and opened the gates. Twilight muttered something about guards these days as she walked in, while Superman walked by with a smile, causing the guards to look at him funny. The two walked through the crystal castle until they reached the main hall, where two very royal looking ponies were waiting for them. The first was a white stallion with a blue mane in armor and the second was a pink pony with a crown.

"Cadence!" Twilight called out as she rushed over to the pink one.

"Twilight! Cadence called out in return as they met in the center. Then at the same time they sang,

"Sunshine, sunshine! Ladybugs awake! Clap your hooves and do a little shake!" the two laughed while shaking their flanks at each other. The white stallion hugged Twilight while Superman tried to comprehend what he had just seen.

"And the winner of the weirdest thing I've seen since I got here goes to..." he said in a joking tone, gaining the attention of the two. The white stallion eyed him suspiciously while Cadence walked over to him.

"Hello there," she said with a smile, one that Superman noticed had a hint of suspicion. "Welcome to the Crystal Empire. You must be Superman."

"And you must be Princess Cadence," he replied, offering her his hand. Before he could shake it, the white stallion moved in front of her and held out his hoof.

"Shining Armor. Captain of the Royal Guard and best fighter in all of Equestria," he said with some pride. Superman smiled and shook his hoof.

"It's an honor to meet you," he replied, noticing that Shining was trying to crush his hand. Superman applied a little pressure and watched as Shining winced.

"Shining, why do you always have to do that?" Cadence asked with a sigh as he shook out his hoof. "Superman's not going to hurt us. If you actually read the paper, you'd see that he's saved Ponyville and Canterlot." She looked over at Superman and added, "Sorry about him; he's a little protective of me," she said with a smile, extending her hoof. Superman smiled in return and shook her hoof, his eyebrow raising as he heard something interesting. When he had shaken Shining's hoof, he had heard only one heartbeat, but Cadence had two heartbeats, one where her heart should be and another lower.

"It's an honor," he said with a sly smile as he shook her hoof. He then said in a whisper, "and may I be the first to say congratulations on the baby". Cadence's face turned white as he let go of her hoof, and Shining Armor looked at him equally shocked. Twilight looked between the smiling Superman and stunned Cadence in confusion.

"What? What did he say?" she asked as Superman headed over to the window. He calculated that he had been away from Ponyville for far too long and that the CMC were probably in trouble. He heard Cadence tell Twilight that they had something to tell her as Superman flew off into the sky. He was half-way back to Ponyville when he heard Twilight scream and wondered if he should have stayed just to see her face. He decided to take a detour and flew up into the sky, faster than any creature on this planet. Once he was in the very upper atmosphere did he come to a stop and look down, seeing all the towns and cities with all the ponies in them. He smiled when he thought of everything that had happened since he had arrived, minus the Brainiac attack.

"For ponies, they're actually not that bad," he said to no one in particular. He had seen some very evil and bad creatures since he had arrived here, but far more good ponies as well. Rainbow Dash in particular had sparked his interest, and he looked forward to seeing her future. He sighed happily and rocketed down towards the Apples farm, deciding to see what was going on there. He burst through the clouds to find the Apples hard at work, all except for Applebloom who was up in her room. Applejack spotted him and ran over as he landed.

"Howdy Super...man? What's with the new look?" she asked as Superman walked over to her.

"Nothing really. Just wearing these while Rarity repairs my other outfit," he replied. Applejack chuckled and walked off towards the field. "What? What's so funny?"

"Ah wouldn't count on getting that outfit back," she said with a chuckle, heading towards the barn. Superman started to follow her, then noticed Applebloom was looking out of the window at him with a bored look on her face.

"I take it you grounded Applebloom?"

"Of course ah did! That filly was trying to bring the dead back to life! Imagine such a silly thing, the dead returning to life," she said with a shake of her head.

"I came back from the dead." Applejack stopped for a second, then shook her head and continued walking.

"Yeah well, yer...you. Ah'd be more surprised if ya couldn't come back from the dead."

"Still, do you mind if I talk to her?"

"Knock yerself out. Maybe ya can get through to her. Celestia knows ah can't." Superman nodded and flew up to her window, knocking on it. She ran to the window and opened it, letting him float in. He smiled as he looked around he room while she sat down on her bed.

"Hey Superman! What's up?" she asked with a smile.

"You lied to Twilight about why you wanted the book," Superman said with a frown, raising an eyebrow at her. She shrunk from his stare and hid under her covers to avoid his gaze. "I know why you did that, but it was still wrong. Tomorrow I want you to go apologize to her."

"Ah just wanted to help," she muttered from under the covers. Superman sighed and sat down on the bed as well.

"And that's a noble goal, but bringing someone back from the dead is rarely a good idea." She wormed her way out from under the covers and looked up at him.

"What's a Black Lantern? Ya mentioned it earlier."

"A story for another time," Superman said, standing up. "Look, I'll make you a deal. If you and your friends can stay out of trouble for a full day, I'll personally fly you to Canterlot and spend the day with you." Applebloom's eyes widened at this and she sprang up in excitement.

"Really? Ya promise?"

Really. But you three have to be good for a full day," he reminded her.

"That'll be easy! Once the girls hear about this, they'll be the bestest-behaved ponies ya ever saw!" She started to sprint out of the room, but Superman caught her and picked her up.

"Where are you going? You're grounded, remember?"

"Aw come on! How are the girls supposed to know if ah don't tell them?"

"I'll tell them myself. You stay in here." She frowned with a huff as he placed her back on the bed and exited through the door, finding Applejack on the other side.

"Well, that's not exactly how ah woulda done it, but ah suppose it works for now," she said with a shrug.

"Once everything's calmed down, I'll talk to her and her friends about why they can't put themselves in danger all the time," he said with a sigh. "I figure that you have some chores for me to do?"

"You've been gone for nearly two days off saving others," she replied. "Yer chores have piled up."

"Actually, before I get them started, there's one last thing I have to do," Superman said as he shot back over Ponyville, doing a quick scan of the houses to find the one he was looking for. The moment he saw it, he flew down in front of the door and knocked twice, backing away as a brown stallion answered.

"Yes...oh, Superman. What can I do for you?" he asked in a hollow voice, Superman noticed that his eyes were red.

"Is Dinky here? I want to make sure she's alright," Superman asked in his most polite tone. But the stallion shook his head before he answered.

"She's hurting right now and said that she wants to be alone. Losing her mother was especially hard for her because she had already lost her father in a previous attack. Seeing you...might just bring up bad memories for her again. If you really want me to get her, I guess I could do you a favor, but--"

"No, that's alright," Superman said as his heart sank a bit. Before he turned to leave, he added, "Tell her...I'm sorry." The stallion nodded as Superman took off into the sky again, heading back to AJ's. He felt even worse now knowing that she had lost both her parents to assaults on their home and that she was all alone now. 'Don't worry. I will protect you all.' Superman flew down towards the barn and the lands, preparing to finish the chores he had to do.

(S)

His plan had almost been completed. Sombra had been working for days without rest and had finally worked out a plan that would defeat Superman, and allow Sombra to take over Canterlot. If his calculations were correct, the red sun rays should be able to reflect across his magic shield that would bring Superman to his knees. He smiled as he finished attaching the device to his chest. Once it was attached, he sauntered out of his room into the main hall of the castle, where Chrysalis was taking care of her child.

"I must say Chrysalis, you have been remarkably helpful," he said with a toothy grin while Chrysalis glared at him. "First you return my horn to me and then you help me gain the tool to take Canterlot with ease. I feel like I should reward you," he said slyly as Chrysalis turned to face him with hope in her eyes. "But that can wait until after I have taken Canterlot. You do understand, don't you? I can't risk having you interfere, so I'll hold on to my insurance a little longer." With a laugh, Sombra vanished into the darkness, leaving Chrysalis alone with the small changeling.

"Gah?" it asked her. She sighed and looked down at her, a small smile spreading on her face as she gently hugged it.

"Don't worry. I will get you brother and sister back," she assured her. "I promise."

Gone Too Far

The Elements of Harmony and Superman had come to Canterlot to talk about what had happened with Chrysalis and what they should do if she were to attack again. Luna had suggested what everypony had been thinking and said that they would call in Superman if that were to happen. Celestia was the only one who wanted to double security and have protective spells everywhere. After a while of debate, they agreed to go with what Celestia had suggested, but would call Superman if needed. Since the debate was the only item on any of the ponies agenda, they decided to show Superman around while Canterlot wasn't being attacked.

"And over here is where I used to live as a filly," Twilight said as Superman walked behind her. He had enjoyed the tour, mostly because not once had he heard a cry for help. The other ponies had broken off into small groups, with Twilight, Superman and RD at the front, Applejack and Pinkie in the center and Fluttershy with Rarity at the back.

"Isn't he just incredible?" Rarity asked as she looked at Superman.

"He's really nice, but I don't know about incredible," Fluttershy said in a whisper. "I mean, he did tear apart Brainaic with ease."

"Oh Brainaic was a bad pony anyway. Superman was just protecting us," Rarity said with a giggle. "Why can't more stallions be like him? Kind, strong, able to sweep me off my-"

"Um, you two know that he can hear everything that you're saying, right?" RD said with a grin as she looked back at them. Rarity's face went even whiter as Superman looked back and winked at them, causing Fluttershy to giggle. Superman then laughed as Rarity's face turned red...before sighing and flying over to the edge of the city. He aimed his vision at Ponyville and shot his heat vision towards it, spelling out the word "NO" in front of three startled fillies.

"They trying to get in trouble again?" Applejack asked as he walked back over.

"Where do they even get the materials for a spaceship?" he asked with a sigh. "Guess they don't want a tour of Canterlot."

"They're still young. I bet that they'll get better at behaving themselves as they get older," Fluttershy assured him. Superman smiled at this, looking behind them and raising an eyebrow.

"Twilight, your brothers here." Twilight spun around with a smile as Shining Armor and Cadence came running over to them. They all put each other in a massive group hug before starting to talk.

"Cadence! Shining! What are you doing here?" she asked them with a smile.

"We came to see you," Cadence replied. "That, and Shining has some paperwork to fill out. Celestia knows how he "forgets" about it from time to time."

"Hey, I'm not the one who wanted to spend that day at the beach," he replied as he wrapped a hoof over her shoulder. "Besides, it's not very important anyway."

"Wow Cadence, you look like you're glowing," Pinkie noticed as she started to look at her. "Did you fall in some glitter or something?"

"Actually...I'm pregnant," she said with a small smile. Superman watched the other five as their jaws hit the floor.

"WHAT?" they all cried at once. Pinkie was the first to shoot over and wrap her in a hug.

"Oh, congrats! When's the foal going to arrive? What are you going to name it? Can it be Pinkie?" Cadence chuckled as Superman smiled, happy just to see that they were happy. Then a sudden chill washed over his spin and he spun around, his eyes glancing in every direction.

"Superman, what's wrong?" RD asked him.

"I...felt something," he muttered, his eyes scanning for whatever could cause a magic surge like that. "It felt dark and cold, with no emotion." The ponies looked at each other nervously as he said this, knowing if he was worried, then it was a bad sign.

"Maybe you're just feeling things?" Shining suggested, but Superman ignored him and continued to look around. Suddenly the sun was blocked as a massive barrier of darkness began to envelope Canterlot. Superman was fast enough to fly around and grab all the ponies who would have been crushed by the barrier, placing them next to the others before flying up to it. The dark barrier had now completely covered all of Canterlot and not a ray of sunlight could get in, something that he was only mildly concerned about. He could go a day or two without sunlight before he started to weaken, but right now the barrier was his biggest concern. He brought his arm back and drove his right fist into the barrier, wincing as it felt like he had punched a wall.

"Great, it's magic based," he muttered as he shook out his hand. "And a strong magic at that. Normally, I could punch through, magic or not. Better tell the others." Superman quickly flew back down to join them, finding the ponies at one of the barriers, trying to use a combination of magic to try and blast it open. They had just about as much success as he did and looked to him for news as he landed.

"The barrier is a very powerful magic that I'll need some time to get through," he told them as he looked around the city, the ponies all warily looking up at the sky. "But I have a feeling that the real fight's going to be in here and not out there." Just as Superman had predicted, a booming voice began to echo over the city.

"Greetings, ponies of Canterlot. Do not fear, this is your new ruler talking. I am King Sombra!"

"Sombra?" Superman heard Cadence whisper to Shining. "I thought we got rid of him back at the Crystal Empire?"

"I am here to take back what is rightfully mine...all of you!" the voice boomed over the city. The ponies all looked at each other before beginning to laugh. "What's this? You do not believe me? Is it because you believe that your princesses can save you? Or have you foals all put your faith in that Superman? Well then, I suppose I have to convince you. Superman! Meet me in the center of town, where I will show these ponies my true power!"

"Are you going to go?" Rainbow Dash asked him.

"Of course. I have to," he replied, shooting up to the sky and flying towards the center of town. He saw that it had been cleared out so that it looked like a battleground, with only one dark pony standing in the center. "And you must be Sombra," Superman said as he landed in front of him.

"And you are the Superman," Sombra replied, looking over him up and down with a bored look. "I thought you wore red?"

"Don't do this Sombra," Superman said as the others arrived behind him. "You can't beat me. You must know that."

"Oh yes, I know that I am no match for you normally," Sombra replied with a chuckle. "That's why I decided to level the playing field!" He tossed his head back, and as he did so the barrier around them turned clear, letting in a blinding amount of red sunlight that struck Superman right in the chest. While the ponies just shielded their eyes, Superman realized what he had done.

"No..." Superman whispered as Sombra fired a blast of magic straight into the "S" on his chest. The blast launched Superman across the courtyard and into a wall, where Superman slid down and coughed up blood. The ponies watched with terror as Sombra began to laugh.

"What did you do to him?" Rainbow Dash roared as she charged Sombra, who simply teleported out of the way and let her fly face first into a wall.

"Didn't you know? Superman gains his powers from a yellow sun," he said with a chuckle, looking at the Man of Steel who was trying to get back to his feet. "So change the color of the sun and you get a powerless Superman." He fired another blast at Superman, but a dark blue shield sprung up around him. Sombra sighed as Luna and Celestia landed in front of him.

"Stand back, Superman," she warned him. "We will handle this." Superman tried to argue, but the pain from the magic blast forced him back to his knees. Luna let out a roar and charged at Sombra, who smiled and shot his magic into the ground, causing pillars of darkness to shoot out towards the pony. Luna flew up to avoid them just as Celestia came from behind with a barrage of solar magic. Sombra vanished into the darkness at his hooves and slipped behind Celestia, blasting her in the back. She collapsed to the ground while the Elements began to get involved.

"Have at thee!" Pinkie yelled as she whipped out the party cannon and started to unleash a storm of cakes at Sombra, who erected a simple shield to protect him. Twilight started to unleash her alicorn magic in a wave upon him, but he somehow managed to dodge and roll through each attack. He blasted AJ in the chest when she tried to lasso him and shot dark bolts to counter Rarity's attempts to hit him with gemstones. Rainbow Dash and Fluttershy had rushed to Superman's side and helped him up.

"Are you okay?" Fluttershy asked him.

"I'll live," he muttered, ignoring the pain and staggering forward.

"What did he do to you?"

"It seems that he's somehow combined the red sunlight with his magic to either cut me off from my powers or weaken me. I hate it when this happens."

"You just wait here. We'll deal with Sombra," Rainbow Dash told him.

"But I can-"

"Without your powers, you might get yourself killed," Rainbow Dash snapped, cutting him off. "And I don't want you to die." She flew back into the battle where Sombra and Luna were colliding magics. She was trying to force back his magic, but his powers had increased greatly since they had last fought. He was about to overpower her when RD came flying in and tackled him in the side, knocking them both over. He growled and sprung back to his hooves, but a combined blast of pink and blue magic burned his back.

"You two," he growled as Cadence and Shining entered the battle.

"I beat you once, Sombra. I can do it again," Cadence growled, but Shining put a hoof on her shoulder and pulled her back.

"Remember what you're carrying. I'll take him," he told her, his horn glowing with power as he ran forward. Sombra charged his own horn and ran forward as well, the two of them colliding in the center. Shining pushed with all his might against Sombra's dark magic, but the dark pony simply chuckled and used his overwhelming strength to push the captain back, blasting him in the chest and sending him flying into a wall.

"NO!" Cadence cried, rushing to his side and trying to help him up. Sombra walked over to the two of them with a dark smile as he began to flood his horn with power, pointing at the crying Cadence and bleeding Shining Armor.

"Oh, you have no idea how long I've waited this for this," Sombra said with a grin, preparing to fire. Cadence looked up at him just as Shining threw himself over her. But Sombra never fired. Instead, he got a foot to the side of his head that sent him skidding across the ground. The ponies looked up to see Superman standing there, taking up a fighting stance even though he was still bleeding.

"What is this?" Sombra asked as he got back to his hooves. "I took away your powers! You shouldn't be able to-"

"What? Fight back?" Superman asked with a smile. "Why does everyone assume that I don't know how to fight?" Sombra roared and fired a bolt at Superman, who flipped out of the way and landed in a handstand, launching himself back into the air and delivering a massive roundhouse to the side of Sombra's head. Sombra staggered back as Superman spun on his feet and drove his fist right under Sombra's jaw, snapping his head back. The ponies watched in amazement as Superman began to beat back Sombra without his powers, dodging each of his attacks and delivering powerful blows.

"ENOUGH!" Sombra roared, unleashing a blast of magic that shook the ground and tossed the ponies and Superman back. "I am a god! You are all nothing to me! My power will reign supreme for all time!"

"Not as long as I still stand," Superman replied, getting back up and standing between Sombra and the ponies.

"Why don't you give up? You have no powers! And without your powers you have no chance!" Sombra roared.

"Without the super, I'm just a man," Superman replied with a smile. "And I've seen regular men do things that even Superman cannot do." Sombra roared and fired a blast of magic into Superman's chest, launching him against a wall. But to the amazement of all, Superman shakily got back to his feet, still smiling.

"Why won't you die?" Sombra roared, firing more spells into his chest. Superman took the shots without flinching, his chest bleeding heavily, but he never faltered.

"Why? Because I made an oath long ago that I would fight evil to the end, even if cost my life," Superman replied, standing tall despite knowing that Sombra was stronger. "And last time I checked, you're still evil and I'm still breathing." Sombra roared in rage and put all of his power into his next attack, aiming straight for the "S" that had been torn apart. But right before he could fire, RD came flying by and kicked him in the head, knocking his aim off and causing him to miss.

"Told you I'd save ya," she said with a grin as she landed by his side. Superman narrowed his eyes as he noticed that there was a small device in the center of Sombra's chest.

"A miniature red sun generator," he muttered, understanding how Sombra had done what he had done. He pointed it out to Rainbow who flew towards it after saluting, sticking out her back leg and delivering a massive flying dropkick to the center of his chest, shattering the device. Sombra screamed as the red sunlight faded, leaving only the yellow sun overhead. Superman smiled and let the power begin to build in him, clenching his fists as he felt his own power return. Sombra growled and tried to shoot Rainbow Dash, but Superman moved faster than a speeding bullet to put himself between her and Sombra.

"That's enough, Sombra," Superman said sternly as the ponies began to get up. "Your plan failed."

"I still have one trick up my sleeve!" he yelled, casting a dark spell and vanishing from sight. The ponies and Superman looked around as mist began to form around them. "Tell me Superman, are you ready to face your greatest challenge yet?"

"Twilight?" Twilight turned to find Celestia standing behind her. "You have failed me for the last time. The Elements of Harmony are gone and it is all your fault!"

"No, I-" Twilight began, but Superman stepped in and cut through the illusion, watching as it vanished into mist.

"He's going to try and use our greatest fears against us," Superman told them. "Be careful, what you see may not be real."

"Cadence."

Cadence turned to look at Shining Armor, who was with another mare that was far superior looking to her. "I don't love you anymore, I've never loved you. You're just too needy!"

"Wait, don't-" Superman once again stepped in and cut through the illusion, looking around as he did so. One after another, each of the ponies had their greatest fear or failure come to them, and each time Superman helped them though it. Finally, it was his turn.

"I wonder how Sombra's going to try and get you? "Rainbow Dash said with a smile. "It's not like you ever..." Her words died in her throat as shadows began to move in the mist, not just one or two but hundreds. The ponies gasped as creatures that looked very similar to Superman emerged from the mist, but each of them looked...weird.

"Why?" one of them hissed at Superman, who stood silent. "WHY DIDN'T YOU SAVE ME?!" it shrieked at him.

"WHY DID YOU FAIL US?!"

"YOU WERE OUR HERO!"

"HE WAS JUST A BABY! HE DIDN'T DESERVE TO DIE!"

"W-what is this?" Rainbow Dash asked in terror as more and more ghosts began to circle him.

"These are all those I've failed to save," Superman replied quietly. One of the ghosts ran up to Superman with a shriek, but he walked right through it without batting an eye. He had been looking through the mist to see if he could find Sombra and he finally had. Hundreds of hands grabbed at Superman, trying to drag him down with them. But nothing could hold him back. Superman reached through the mist and grabbed Sombra by the throat, dragging him through the mist and cancelling the spell. "As I said, it's over."

"Not...yet!" Sombra yelled as his eyes glowed. Superman realized what he was about to do and threw himself over Sombra, shielding the other ponies with his body. Sombra let loose a massive explosion of magic that threw Superman off of him and knocked all the ponies back. Superman landed with a thud on a rooftop, stunned. The ponies slowly got back to their hooves while Sombra sat in a smoking crater, barely alive. His barrier fell with his magical powers, causing ponies in the streets to begin to cheer.

"Yeah, we won!" RD screamed as she flew into the sky and started to fly around. All of the ponies and princesses began to celebrate, all except for Cadence, who walked over to the barely moving Sombra.

"Failed again. Oh well, there's always next time," he said with a smile.

"No," Cadence said in a whisper, glaring at him with wrath in her eyes. "You tried to kill my friends, the love of my life...my child. You're too dangerous to be kept alive. For you, there are no more chances!" The ponies watched as Cadence charged her horn with power and fired it into Sombra, who howled with pain as the magic coursed through his body.

"Mer...cy," he begged through the pain.

"After all you've done to me and my family? No." With a flash of blinding light, Sombra was blasted apart, his horn being all that was left of him. The ponies all looked at the smoldering pile of ash with stunned faces while Cadence sat down with a sigh.

"Cadence?" Shining asked nervously. She turned to face him with a smile and threw her hooves around him.

"Don't worry. He'll never bother us again," she said to her love. The ponies all gathered around her and hugged her, all of them glad that she was safe. Rainbow Dash turned around as Superman floated down, his eyes showing that he was out of it.

"Superman! We won!" she yelled as she ran over to him. "We beat him! Sombra's--"Superman didn't even see her as he walked right by to the smoking crater where Sombra had lay prostrate, kneeling down and picking up his horn. He looked at it with shaking hands, knowing that he had broken his promise again. He had promised that no other pony would be hurt or killed while he was here...but he had failed again. And the sorrow gave way to wrath.

"I'm so sorry," he whispered to the horn before standing up and turning towards Cadence. "What the hell was that?!" The ponies backed up a bit as Superman's words hit them, not expecting him to say that.

"W-what do you mean?" Cadence asked him.

"Why did you kill him? There was no need to!" Superman yelled.

"I killed him because he didn't deserve to live," Cadence said coldly. "He was scum. All he did was attack us and try to rule over all ponies."

"He was beaten!" Superman protested, his rage building. "He begged for mercy!"

"And he didn't deserve any!" she yelled back. "Maybe it's better that he's gone. Maybe someponies don't deserve to--" She gasped as Superman appeared in front of her and lifted her up, his eyes glowing a dangerous red.

"All life is sacred, no matter whose it is," Superman said softly, remembering how Derpy had been killed in cold blood. The ponies all looked at him with fear, never seeing this side of him before. Twilight prepared a spell while Celestia prepared for him to impose his rule. "We have to be better than that. If we don't restrain ourselves when we are good, who is going to do it for us if we ever turn? What you did just now...proved that you're no better than him." Superman listened to her heartbeat quicken, her fear beginning to take a hold. Then he heard the second heartbeat in her and it brought him back to his senses. He dropped her with a look of disgust and walked away.

"I'll give you warning," he said as he came to a stop. "If something like this happens again..." he began as he turned his head so they could see his red eyes. "You answer to me." To cement his point he slammed his foot into the ground and shot himself into the sky, the shockwave created by his takeoff blew all the ponies off their hooves. Rainbow Dash was the first to get back up, watching him go with confusion. Why was he so mad? Wasn't he supposed to be their friend? She had to find out what was wrong.

Author's Note

Expect some errors in this one.

His Beliefs

Rainbow Dash had decided to follow Superman, flying higher than she ever had before. She had never flown this high into the atmosphere before and was fairly certain that she was going to run out of oxygen, until she saw him floating above the planet, looking down on it with sad eyes. She saw him look down at the horn of Sombra in his hand, closing his eyes and whispering something to it before throwing it into space. He looked back and noticed her, waving his hand for her to join him. She did so tentatively, not sure what he'd do.

"Any particular reason you followed me up here?" he asked her as he scanned the planet for trouble. For a moment, Rainbow Dash wondered what it would be like to be that powerful, to be able to see and hear everything in the world. What would she do if she had that power?

"I want you to explain why you attacked Cadence like that?" she asked him. "And how about that threat you gave us? Why would you threaten us? Aren't we your friends?" Superman sighed and looked at her with those eyes that could shoot fire. She never thought of it before, but she had never really seen him angry.

"I threatened her because she took the life of another," he said with a small shake of his head. "If she had done it in self defense, I wouldn't be as upset, but it was in cold blood. He had been beaten."

"But Sombra was a threat to us," Dash protested. "Maybe it was for the best that he's gone."

"Maybe, but that isn't for us to decide," he said sternly. "If we start to take vengeance and kill those who try to hurt us, how long will it be before we become like them? To truly defeat our opponents, we must be better than them."

"Still, saying that stuff to friends doesn't seem like it's very loyal," she muttered.

"I was being loyal," he replied, causing RD to look at him in confusion. "I was being loyal to my beliefs...what makes me who I am. Did you agree with what Cadence did?"

"Um...well, she's a princess and I can't--"

"Did you agree?" he asked again.

"No, I didn't," she whispered as she hung her head. "But she's my friend! Sure, I may not always agree with my friends, but I'll stay by their side no matter what!"

"Even if they go against everything you believe in?" he asked.

"What do you mean?"

"You just said that you didn't agree with what Cadence did, yet you said nothing to her. I take it you wanted to be a loyal friend?" She nodded in response and Superman shook his head. "Following someone blindly, no matter what they do, is a terrible idea--even if they are your friends. Standing by, while they do something that you know is wrong, is just as bad if you were the one to do it...even if you want to be loyal to them."

"But they're my friends. How can I-?"

"Back in my world, I have a friend who is loyal to me and what we stand for," Superman told her. "We have been comrades in arms for years and risked our lives together so many times, that we are essentially brothers. We would sacrifice anything to save the other. And do you know what he would do if I tried to take a life in cold blood?"

"What?"

"He would not rest until I had been brought down...until he had brought me to justice," Superman replied, confusing Rainbow Dash. "The reason is, despite him being so loyal to me, he stays true to his beliefs and what is right--before anything else. He will never be the one to follow what's wrong and always be the first to oppose it."

"I'm not sure what you're saying," she said.

"If you sacrifice what you believe in for others, then you are betraying yourself," Superman said. "If you don't remain loyal to your beliefs, how can you possibly know when those to whom you are loyal have gone too far? Sometimes the ultimate sign of being loyal to a friend, is to tell them when they are wrong. Stay loyal to who you are, never forget that." RD thought about what he was saying. She didn't believe that Sombra should have been killed, but he was right in saying that she had gone along with it anyway. But Superman had stood up to them, even though they were his friends, because he knew that killing others in cold blood was wrong.

"I betrayed myself," she whispered, finally getting what Superman was telling her. By not listening to what was right and instead going along with her friends, she had betrayed what she had believed in. She hadn't been loyal to herself. "I messed up, didn't I?"

"You fell into a trap that so many have fallen into over the years," Superman said gently. "And I know your friends are not bad ponies, but that does not make what she did any less wrong."

"So why did you step in even after it was too late?" she asked.

"Because I swore to protect all life and save everyone, no matter who they are," he replied with determintation in his voice. "Because I believe in justice, not vengeance. And also...once you cross that line, it becomes easier and easier each time to kill. I hope that I stopped Cadence now before she might try to kill another foe...the snowball effect."

"So you think that Cadence will be evil?"

"No. I think that she'll start killing her foes in order to keep her family safe, which is fine until the day one of her friends might try to stand up to her. And if she then see's you as an enemy..."

"But you stopped her early and I'm certain she won't try again," she said with a thin smile. "...I wanted to ask you this for a while, but never knew how to word it. Why do you fight for others? With all your power and wisdom, you could be one of the greatest rulers in all of the universe. Why help others?"

"Because they need help," he replied. "My father taught me the meaning of hard work and sacrifice. My mother showed me the power of love and compassion. And ever since I was young, the two of them told me I was going to change the world, for better or worse."

"What does that mean?"

"I was confused at first as well, but the more I thought about it, the more I came to realize who I needed to be," he said quietly. "One day, as I sat there thinking about who I wanted to be, I heard a cry for help, far off in the distance. The voice kept calling, but no one helped them. After that, I started to listen more and realized that so many cried out for help, needed someone to help, but people rarely did."

"But you decided to," she whispered.

"I was granted the power to change the world. I chose to change it for the better," he replied before looking at her with a smile. "Just as you have. You're faster and stronger than others, but you are always willing to help. You might be a little arrogant, but deep down you truly care about others."

"So you're saying I'm like you?"

"Not in all ways. But you have the heart and the willpower. And sometimes that's all you need."

"But I can't be like you," she replied. "You're...perfect. You're always there for others, always being the hero who saves the day. And you always fight, even if you don't have your powers or everything looks hopeless. I can't be like you, I'm...I'm not strong like you." Superman looked at her as she hung her head, and she started wiping her eyes, before he floated over and gently hugged her.

"You're stronger than you think. Trust me," he told her with a smile. RD didn't know what to say, so she just closed her eyes and allowed herself to be caught in the moment. She eventually let go and smiled up at him.

"You know what? I think I'm going to try and be a bit more like you," she said with a smile. "So to start, I promise that I will fight against evil, just like you Kal-El."

"Call me Clark," Superman said with a smile.

"Whose Clark?" RD asked him.

"That's who I am," Clark said with a smile. "My Earth name. Superman may be who I am best known as, but I'll always be Clark."

"Fine, but I'm still calling you Superman."

"I'm fine with that," Superman said as he turned to RD. "So, are you sure you want to be a super hero? It's a dangerous job."

"Yeah, but like you said, I'm strong," she replied while flexing. "And besides...If Superman...Clark believes in me, I'm certain I can do it."

"Well, if it's what you want," Superman replied. "How about we head back? I'm sure the CMC are in trouble." RD laughed and flew off towards Ponyville, Superman staying behind for a second. He couldn't figure her out. One moment she felt weak and insecure...and the next she was willing to fight the forces of evil. Maybe she was more like him than he thought. Superman then shook his head with a smile and flew after her.

(S)

Celestia was infuriated. How DARE Superman threaten her, HER of all ponies. She had immediately headed back to her laboratory where Superman's ship was being kept and opened a communication portal to Earth. Luthor would want to hear about this and she wanted to know if Superman had done this is the past. She tore the dimensions open and established communications.

"Luthor, it's Celestia. Are you there?" she said into the portal. She heard a voice swear and what sounded like something being thrown before Lex's voice came through the portal.

'Sorry about that. Some of my employees are still learning how things work around here,' his voice said. 'I assume that Superman has done something different? It would be the only logical reason for you to call me.'

"Yes, Superman has done something different," she growled, barely able to control her rage. "He threatened my niece after she had defeated one of our greatest threats! He threatened to come after her if she went against his will!"

'That's not good,' Luthor muttered. 'That means that he's preparing to take control of you world. He did the same thing to me not that long ago. There's not much time left.'

"What can we do?" Celestia asked in fear. "Your friends have lost and Superman destroyed the red sun generator. What else is there left?" Luthor went quiet for a few minutes and Celestia wasn't sure if even he had an answer.

'I will come.'

"What?" Celestia asked him in terror. "You can't come over! If you do he'll most certainly come for you!"

'I am aware of that risk, but you and your ponies need me,' he replied, his voice small. 'However, I do have a plan. But you must open the portal and allow for me to come over. Now you said that your laboratory is lead-lined and sound proof, correct?'

"Yes, he will not be able to see or hear you in here," she assured him.

'Very good. Now open the portal.' Celestia closed her eyes and began to concentrate, unleashing power so great that all (save one) would be terrified of it. She latched onto the small tear in space she had used to reach Luthor, slowly beginning to rend it open. She watched as a hole began to form in the center of the room, showing her a whole other world. It was a room surrounded by glass that overlooked a majestic city in the background. A creature that looked very similar to Superman stood there in a grey suit, waiting to be let over. She finally reached a point where the portal was stable and she motioned for him to come over. He stepped through the portal and wobbled, clutching his head.

"Ugh, I hate traveling across space like that," he muttered so she couldn't hear. He looked up at the princess with a raised eyebrow. "You are much taller than I thought you would be."

"And you are surprisingly small," she muttered. "Does most your species have no mane or are you an exception?" Luthor frowned at that but maintained his composure.

"I did not travel across space to make small talk," he said with a frown, noticing that her eyes were now a darker green than he remembered. "We must get started before he knows I'm here."

"Right. I have set up a place for you to work like you asked," she said, pointing towards a table in the corner of the room. "I have also brought you tools. What is your plan?"

"It has many parts, but this is all I can tell you for now," he said, motioning her over to the table. He put a briefcase up on it and clicked the locks, placing his thumb against the scanner. Once the scanner confirmed that it was Luthor, it clicked the case open and allowed him inside. He opened the lid to reveal--

"Is that blood?" she asked him. A small vial with red blood in it was sitting comfortably in the center of the case. Luthor nodded and gently closed the case.

"Yes, but not just any blood. It is Superman's blood," he said with a smile. "To be more precise, it is a modified version of his blood sample. This is the key to how we'll beat him."

"How will his blood beat him?"

"Simple. This sample of his blood has been made so that a regular human could inject himself with it and gain a small amount of Superman's powers," he said with a smile to the wide-eyed Celestia. "However, a small amount will not be enough. That is where you come in. Superman's powers come from the sun and he absorbs sunlight to become stronger. So as long as someone with his blood is in sunlight, their power were continue to grow. You told me that you could generate power that gives off the same radiation as the sun, can you not?"

"Yes, but it does take a large portion of my power to do so," she replied. "But if it is to defeat him, then I will manage with weaker magic."

"Good. Now there is something else I need you to do," he said as he began to set up his work area. "You can create enchanted armor, right?" She nodded in response. "I need you to make a suit of armor for me that has no openings. I brought along some blueprints to show you what it should look like," he said as he reached into his pockets and unfolded a sheet of paper that he handed to Celestia, who looked it over with raised eyebrows.

"You do realize that this will take a few days to complete? My blacksmiths are skilled, but this will put their skills to the test. It is not easy to forge enchanted armor out of lead."

"Please see that it is done," Luthor said as he pulled out some sort of silver device from the briefcase and placed Superman's blood on the top of it. He placed it to his arm and flinched as the needle started to inject the blood into his veins. "If you would kindly set up the solar radiation, I would greatly appreciate it." Celestia nodded and concentrated again, creating a very small and transparent sun that floated over in front of Luthor. He smiled and flexed his muscles as the solar power began to charge him, his strength already increasing. He walked over to Superman's ship and lifted it up with one hand, causing him to smile.

"Good, my strength is already far beyond what it used to be," he said with a nod of his head, dropping the ship. "But it will still be a while before I can even hope to survive against Superman. He must not know that I'm here, the element of surprise will be the only thing we have that will be able to give us an advantage over him. You should go upstairs, it's getting late." Celestia nodded and headed towards the dungeon door, stopping just before she reached it.

"Thank you for helping us."

"It is my pleasure. I always enjoy putting others who believe themselves to be so great in their place," he replied. Celestia smiled and walked over to the items that Luthor had brought, not noticing when he pulled out a small device from his sleeve.

"I will inform you if anything changes."

"Good, now leave me be, I have some business to attend to." Celestia nodded and left the dungeon, leaving Luthor alone. He smiled and shook his head, amazed at how easy it had been to fool her like that. He found it amusing that he had turned this queen into a pawn, with her never even suspecting it. But that was of no importance now, he had work to do. Luthor walked back over to the briefcase and opened it again, but this time slipped his fingers under where Superman's blood had been resting and opened up a lead lid, wincing as he felt pain rush through his body. He quickly closed the lid, smiling at how easy this was going to be. He had the powers, the magic and also...

"Prepare yourself, Superman. Your reckoning has arrived."

(S)

"What do ya mean that ya won't take us?" Applebloom yelled. Superman had come back to Ponyville to chew them out for trying to build a rocket ship. Sweetie Belle and Scootaloo had also questioned what he had said, but he held up a hand to silence them.

"You promised that you would not get into any more trouble and then I would take you to Canterlot," he reminded them with a frown. "However, you chose to try and build a rocketship. That makes our agreement void. I'm sorry, but you three are the ones who chose this." Applebloom opened her mouth to argue, but Scootaloo stepped forward with a smile on her face.

"Actually, you said that if we didn't get into any trouble we would get to go to Canterlot with you," she reminded him, winking to the other two."Yeah, we might have been building a rocket, but you stopped us before we could even start. That means that we did as you said and didn't get in trouble for a full day."

"What? No, that's not what-"

"It may not have been what you meant, but it's what you promised," Sweetie Belle said with a smile as she caught on to what Scootaloo was saying. "Would Superman break a promise to three little fillies?"

"No, but-"

"Great! What time are we going tomorrow?" Applebloom asked as all three fillies looked up at him with puppy dog eyes and smiles. Superman tried to say something, but closed his mouth and put a hand on his face. They had tricked him, they had actually managed to trick him. If they weren't getting into danger all the time, he might actually believe that they were geniuses.

"Fine. Tomorrow, first thing in the morning," he said with a sigh. The three cheered and started to talk about all the fun things that they were going to do. Superman sighed, preparing himself mentally for what was to come tomorrow. Tomorrow, Superman would have to babysit the CMC.

-=-=-

"We have found an anomaly in this universe. Should we alert the queen?"

"Yes, you heard what she told us. Any information regarding the pony must be brought to her."

"I'd hate to be that pony right now. When he gets a hold of her...well, it won't be pretty."

Heart of Gold

"Did we miss something?" Twilight asked with an awkward smile, looking at the beaten body of Chrysalis that was barely moving. Her eyes traveled to the stand-off between the princesses and Superman. The other Elements of Harmony had arrived late due to the battle that had been going on between Chrysalis and the princesses, so they had arrived too late to see what had transpired between the two groups.

"Yes, we were just about to finish Chrysalis for good when Superman stopped us," Celestia said with a growl and a glare, which Superman just ignored. "Superman, I will ask only once more. Stand aside and let us deal with the threat to our land. You have no authority here."

"Authority? No. The ability and resolve to protect others who are in danger? THAT I have in spades," Superman replied with no emotion, but Celestia knew that he was declining her offer again. Cadence was practically ready to blast Superman aside and tear Chrysalis apart herself, but Luna wanted to remain civil.

"Superman, she has done nothing but cause harm and chaos among the ponies of this land," Luna said calmly, stepping between her sister and Superman. Unlike Celestia, Luna had the utmost respect for Superman and all he had done for them, but even she believed that letting Chrysalis live was a bad idea. "Surely you must realize that if we let her live, she will attack again. She almost brought our city to the ground by herself. If she was to return with her army, there is no guarantee that we would win, even with you."

"Then maybe you should stop thinking about what she did and instead ask why did she do it," Superman said with a frown, not liking the fact that the ponies either wanted to destroy their foes or imprison them in stone, something else with which he didn't agree. Superman looked behind him at Chrysalis with a questioning gaze, but she closed her eyes and turned he head away from him. Superman shrugged and turned back to the princesses.

"See, she has no answer for her actions! Let us deal with her!" Celestia yelled, but shrunk back under Superman's glare. Twilight and the others walked over to the princesses, while the CMC and RD stood in between them off to the side. Shining Armor had stepped up in front of his wife and glared at the Man of Steel.

"Superman, trust me when I say that there is no good in her. She mind-controlled me and trapped my wife in the darkest pits of Canterlot. Trust me when I say that she is evil!" he said with a growl. Superman ignored that statement about her being evil and looked at the Elements with a raised eyebrow.

"And all of you are alright with this? Killing her even though she's defenseless?" The ponies looked at each other with unsure glances, his words hittitng them hard.

"W-well, we don't have to kill her. We can just use the Elements to trap her for a while," Twilight offered and the others nodded their heads in agreement.

"Have any of you ever been trapped in stone or something similar for a while?" Superman asked them. When they shook their heads, a thin smile crossed his face. "So you don't know what it's like to be unable to move, feel or even have the chance to scream. It's just you and your thoughts."

"Y-you've been trapped like that before?" Fluttershy asked with a bit of disbelief, not quite sure if she could believe that somepony could ever trap Superman.

"It's called the 'Phantom Zone' and yes, I've been trapped like that. It's almost as bad as death," Superman said with a frown. "So I ask my question again. Do you all truly believe that this is the right thing?" None of them responded and they averted their eyes, but stayed next to Celestia who gave him a smug look. Luna looked down at the ground with closed eyes, unable to face him. Superman stood alone against those he had called friends, preparing for a fight. That was until one pony moved over with him.

"Rainbow Dash?" Celestia asked in disbelief as the rainbow maned pony walked slowly over to Superman and stood beside him, placing herself between Chrysalis and the others. "Of all the ponies that I would have thought would join him, you were the last one. You're supposed to be the Element of Loyalty!"

"And I AM still the Element of Loyalty," RD responded quietly, looking behind her at the beaten Chrysalis with a small shake of her head. "But I'm being loyal to what I believe in. All of you should know that we can't just kill her. That's not the right thing to do."

"You would choose to be loyal to this...alien than your own kind?!" Celestia roared in disbelief while the other ponies backed away, not sure what to do. RD looked at Celestia with calm eyes, not at all intimidated by her.

"I am still loyal to all of you and I'm still your friend," Rainbow Dash responded as she looked over at her friends. "And that's why I'm telling you that this is wrong. Because I'm you friend and because I care for all of you." Celestia growled and took a step forward towards Chrysalis, but her face almost ran into the red S. She backed up as Superman seemed to appear in front of her. "Come on guys, killing a defenseless foe isn't like us, it never has been. Come on, do what's right, not what the princess wants." Then to the shock of Celestia, Rarity walked away from her and over to the side of Superman, Rainbow's words reaching her. Fluttershy and AJ were both next to follow and right behind them was Pinkie, leaving Twilight as the only one on the fence. The CMC as well ran over to Superman, but they hid behind his legs. And then came the blow that Celestia, Shining and Cadence had not been expecting. Luna joined Superman as well.

"Et tu, Luna?" Celestia asked with barely containable rage in her voice.

"They are right sister, we are better than this. We have to be if we wish to rule," Luna said with a small frown. "We can place her in a dungeon or prison cell, but I do not wish to be responsible for her death." Celestia looked at all her friends with disgust before turning with a scowl, leaving Shining and Cadence alone against the massive group.

"So, are you willing to let her go?" Superman asked Cadence.

"She tried to kill my family," Cadence said with a growl. "She tried to kill my family because she thinks that I stole something from her, but I've never even been close to her children!" The way she said that made something in Superman's mind click and he looked back at Chrysalis, who despite trying her best still had tears running down her face. Superman knelt down next to her and gently placed his hand on her side.

"You lost your children when Sombra died, didn't you?" The ponies all gasped and looked down at Chrysalis with shock, as the changling queen's eyes widened in shock.

"How...?"

"You have attacked us, but I'd know the heartbeat of a distraught mother anywhere," Superman replied gently. "How did it happen?" Chrysalis closed her eyes and laid her head back down on the ground, allowing the tears to fall again.

"Sombra snuck into my hive in the middle of the night and got his hooves on almost all my children," Chrysalis said in a beaten tone. "Before any of us could do anything, he had a knife to their throats and was threatening to kill them if I didn't co-operate. I was forced to build him a new horn and to help him poison Celestia's mind with fear of others...you."

"So where did he keep your children? I can't hear them anywhere?" Superman asked as he turned one ear to the sky, but heard nothing.

"In the dark world," Chrysalis said weakly. "Only Sombra and I can open it, but only he could survive in there...only he could get them out of there. He showed me how to open it to make me suffer, to let me know that even if I can open the portal there is nothing I can do to help them. It will destroy any who enter but him." Cadence's heart sank to the lowest it could sink and she started to cry, the realization of what she did striking her like a bolt of lightning. Shining wrapped her in his hooves while Chrysalis continued. "Without him to get them...they will die within a few hours. So please, just kill me so I can be with them." Superman frowned as he heard her story, ignoring the sounds of Cadence's muffled sobs or the other ponies talking amongst themselves.

"I'll go get them." All of the ponies yelled what at once while Chrysalis' head snapped up, looking at Superman with disbelief in her eyes.

"You don't understand. Only Sombra can survive in there, and he is-"

"Can't survive? Chrysalis, did you forget who you are talking to?" Superman asked her with a smile, offering her a hand to help her up. She took it gently, not sure if she could believe the being. "Trust me. All you have to do is open the portal to the dark world and I'll go get them."

"What if it's a trap?" Celestia asked, turning all of the ponies attention towards her. "What if Chrysalis is using this excuse as a trap to get you into the dark world where she'll trap you forever. Why should you help her?"

"Whether it's a trap or not, I'm still going," Superman said with certainty. "Chrysalis, please open the portal." Chrysalis looked at him with uncertainty, but gave in and channeled her power into her horn. Her eyes glowed red and the ground began to shake as she gathered the power needed. Superman stepped between her and the others in case something went wrong while Chrysalis fired a massive blast of energy into the air, tearing open a portal that floated above them. Superman looked at the dark circle with no hesitation, wondering what awaited him on the other side.

"Are you sure you want to do this?" Rainbow asked as she walked up alongside him.

"I have to. Remember what I said. I never ignore a cry for help, no matter how small or who cries out," Superman told her with a smile before leaping into the air and flying through the dark portal. The moment he was on the other side, he realized why Chrysalis said that only Sombra could access this place. The dark air seemed to suffocate him at every turn and there was no light to be seen for even his vision. And he could feel pain start to run through his body, but it was a pain he could endure. Superman turned around to see that even though the portal was still open, the light did nothing for this land. Superman also took note of the fact that there were no markers or any thing that could be used to tell him where he was. So he had to be certain of where the portal was located before he could go. He took off his cape and placed it at the base of the portal, hoping that his familiar electro magnetic waves would lead him back. And then he began to fly.

"I really don't like this place," Superman muttered to himself as he flew at top speed through the darkness, the only way that he knew he was moving was that the portal had vanished with no trace. He lost track of how much time had gone by as he continued to fly through the seemingly endless darkness, not even a hint of where the larvae could be. Superman was about to just start flying around at full speed until he found them when he heard a sound, a small giggle that a baby makes. A smile spread across his lips and he flew off towards the sound, his smile growing even larger as the sound got louder and was joined by another giggle. And then he finally found them, three little changeling larvae rolling around on what he assumed was the ground. He confirmed with his x-ray vision that they were the babies, although their insides did look weird, and floated down to them, giving them the smile that could comfort any one.

"Hey there, little guys," Superman said to them as he floated down next to them, kneeling down. Two of them smiled at him (which he found both creepy and cute at the same time) while the third stayed away from him. Superman scooped the two that had come over into his arms with a smile, which turned into a frown when he realized that they spit acid that almost burnt through his suit. He then went to scoop up the thrid one, but it used it's magic to place a barrier around itself. "Alright then, I'll drop off your siblings first then I'll be back for you," he told it with a smile, turning around and launching himself towards the portal after making a mental note of where the baby was. After a minute of flying he managed to find the portal again, bursting through it and startling the ponies on the other side.

"Like I said, I found them," Superman said with a smile as he offered the two larva toward Chrysalis. She looked at the two with wide eyes, slowly walking over to him and gently taking them out of Superman's arms. The two looked up at her and began to laugh, playing with her hair just like their sister had. At the sight of both of her children safe, Chrysalis' cold demenor finally shattered and she fell to her knees. She let out all of her worries as she wept and clutched her larvae close to her. Superman watched with a small smile while the other ponies started to tear up as well.

"Thank you...thank you..." was all she could whisper through her tears as she held her children close. "H-how can I-?"

"We'll talk about that later," Superman said with a smile, turning back to the portal. "There's still one more I need to get."

"One more? But there were only-" Chrysalis began, but Superman took off with a burst of speed and flew back into the portal. He scooped up his cape as he entered and placed it back on, knowing where the portal was now. He then flew off towards the last changeling, finding it within a matter of seconds. Just like before, when he reached out to grab it, it shy'd away from him.

"Come on, your mother's very worried about you," Superman said gently as he grabbed the squirming changeling and picked it up. "There, I've got you."

"No. Now I have you," Sombra's voice said. Superman's eyes widened as the changeling morphed into a ball of darkness that quickly ran up Superman's arms and wrapped around his head, cutting off his vision. Superman began to tear at the darkness, but the magical properties of the darkness allowed it to quickly make its way down his ears and into his brain, where it started to take control. Superman's struggles became less frantic and his arms slowly dropped to his side as the darkness began to cover more and more of him, changing the iconic red and blue suit to a terrible black and green. The darkness finally fell away from his face to show that Superman's eyes were now green and full of hate. He slowly lifted his head and a dark smile crossed his face.

"Oh how good it feels to be back in a powerful body," Sombra said through Superman's mouth. "I knew that he would everntually come to rescue Chrysalis' children, but I was not expecting it so soon. Fortunately, it seems that the weaker spell took hold and now...I am the strongest being in Equestria!" Sombra threw his head back and began to laugh with glee, then fell to his knees and began to cough. "Good heavens he's strong! Must...stay in control." Sombra took a tentative step forward, keeping his balance to make sure that he didn't fall. Once he was certain that he could stand, he then tried flying. After a minute of mastering that, he spent some more time getting used to Superman's other powers. Once he felt he was ready, he took off into the sky and headed for the portal, grinning to himself the entire time. He found the portal within seconds and burst through it, startling all the ponies on the other side. He took a quick look around and noticed all the ponies there for him to kill.

"Superman! What the heck was that for?" Twilight asked with a huff as Superman landed in front of her. "You didn't need to come flying out so fast! And where's the other-?" Her words were cut off as a bolt of green magic slammed into Superman's chest and sent him flying back into a wall, where he slid to the ground. All of the ponies turned to see Chrysalis on her hooves and glaring at Superman with a look of rage.

"That is not Superman," she said with venom as she fired another blast into the green S. "What are you doing in Superman's body, Sombra?!" The ponies gasped at this accusation as Superman slowly got back up.

"Ah Chrysalis, you're far too smart for your own good. I should have killed you when I had the chance," Sombra said with a growl, clutching his chest from where her spells had struck. "How did you figure out it was me so quickly?"

"The change of costume for one," she snarled, placing herself between Sombra-Superman and her larvae. "That and I'd know that disgusting stench of your evil anywhere. Now, how did you survive Cadence's attack?" Sombra smiled and started to walk over to her. She fired more magic at him, but this time he swatted it away with his hand, wincing as he did so. The ponies split as Sombra walked past them and walked right up to Chrysalis, smiling as he looked down on her.

"I knew that I might die when I went into battle with the Superman, but I had a contingency plan just in case the worst was to happen," he said with an evil smile that didn't suit Superman. "I knew that the hero would never be able to resist your pleas to save your larvae, even if it was a bad idea. So I used my power to make a bit of myself into a mini-larva, with enough power to survive. Once Superman arrived, I thought that I would just take his body and kill all your little larvae, but I'm too nice a pony to do it," he said in a sickly-sweet tone, making Chrysalis back off in fear as he turned to the princesses. "But now onto business. I want you to surrender your kingdoms to me and swear your allegiance to my rule."

"And what if we-?" Celestia began, just as Sombra flew over to her at a speed that they couldn't comprehend and lifted her up by the throat.

"Oh, don't bother finishing that sentence, dear Celestia," Sombra said with a creepy smile as Celestia struggled to escape his iron grasp. "You and all your little subordinates know what would happen if you were to fight against me now," he said as he lifted her even higher up. Luna shot him in the arm with magic and the sudden pain forced Sombra to drop her. "Very well Luna, if you wish to die first so badly, I will oblige." Luna didn't have time to move as Sombra flew into her and slammed his fist into her chest, smiling to himself as he felt her bones crack, but the smiled turned into a frown when he realized that her heart was still beating. Before he could try and crush her, he felt a spell slam into his back. The force of the magic drove him to his knees and made him cry out in pain.

"Seems that even though you're in his body, you're still weak to magic," RD said with a cold smile as her element necklace shone with power, the other Elements of Harmony standing beside her. Celestia ran over to her sister and started to use a healing spell, while the Elements kept Sombra's attention. "While you may have gotten Superman's powers, you also got his weaknesses. That means magic can hurt you." Sombra looked at the ponies who stood defiantly in front of him and chuckled, knowing that they had no idea what they were 'in for'. Sombra slowly stood up and smiled at her, concentrating all of his focus on her.

"AAAHHH! My manes on fire!" RD screamed as her mane burst into flames. Sombra began to laugh as Rainbow Dash started to fly around while trying to extinguish her mane. Sombra chuckled as another bolt of magic whizzed by his head. Faster than the spell user could see, he grabbed her by the neck and lifted her up.

"Cadence my dear, it has been far too long," Sombra said with a chuckle as he tightened his grip on her throat, swatting Shining away when he tried to interfere. "You seem heavier than I remember...and with good reason." Cadence's eyes widened with terror as she realized he was looking through her womb to see her child. "Let's see, you and your husband took my kingdom from me...so I'll take something from you." Cadence didn't even have time to scream as Sombra swung his fist towards her stomach...only to look confused when his fist came to stop before he could hit. A blast of magic to the back of his head prevented him from thinking about it any longer and he turned to face Twilight, dropping Cadence as he did so.

"Leave my sister ALONE!" Twilight roared in rage and started to fire Element-enhanced magic at Sombra, who easily moved out of the way. Twilight had just enough time to blink as a fist slammed into her chest and flattened her.

"How dare you take my Superman!" Rarity shrieked as she fired spell after spell at him, but he moved out of the way and swatted her with a backhand, sending her flying into a wall. Pinkie combined her magical energies into her party cannon and tried a super party cannon blast. Sombra countered with his heat vision and pushed the magical beam back, pushing both his heat vision and her magic into the cannon, causing it to explode. Applejack didn't even bother with a magical beam and bucked him in the gut, only to watch as he exhaled with such force that she was blown into a wall. Poor little Fluttershy was the last of the Elements to stand against Sombra and she had no chance. Her stare didn't affect the wicked Pony of Steel and just like her friends, she was swatted aside by Sombra. But all the while, Sombra was getting angrier and angrier. Each of his attacks should have ripped them apart or taken their heads off, but they all still lived. Sombra decided that he would finish off Celestia's little pet first, so he walked over to Twilight and let his eyes light up while he looked down at her unmoving body.

"You will be the first to fall. And without the magic of friendship, how can the others possibly stop me?" Sombra asked with a chuckle as he prepared to fire. But before he could, three little fillies ran out in front of him and placed themselves between him and Twilight.

"Yer not gonna hurt Twilight!" Applebloom yelled at Sombra.

"Yeah, let Superman go!" Scootaloo yelled as well.

"He's our friend!" Sweetie Belle finished for them. Sombra looked down at them with a smirk, wondering if they thought that just because they were children that he wouldn't cut them down. Sombra walked right up to them as they tightened their circle around Twilight. He raised his arms above his head, preparing to smash them. The girls closed their eyes as Sombra brought his arms down...only to watch as they came to a stop against his will.

"What is going on?!" Sombra roared as he tried to move Superman's arms, only to find that they again came to a stop over the fillies' heads once again. As Sombra continued to question what was going on, he felt a consciousness begin to push at the back of his mind. "No...no! Stay in there darn you!" Sombra screamed as he felt Superman's consciousness begin to fight back against him, and he was quickly overpowered. The girls had no idea what was going on, but they figured that something was happening to Sombra that would give them time to get the Elements back up. The girls split up, with each of them helping two of the Elements of Harmony to their hooves. Twilight and Rarity took some time, but the others recovered fast enough.

"Are...you sure that he's distracted?" Twilight asked after a coughing fit, her ribs still hurting.

"Yeah! It seems that Superman's fighting back inside Sombra's head!" Sweetie Belle confirmed. Twilight nodded to her friends and each of them took up the positions in preparation to fire the Elements of Harmony. Sombra saw them out of the corner of his eyes and prepared to counter-fire heat vision at them, but found that his eyes suddenly glanced up and the beams fired off into the sky.

"Stop...resisting!" Sombra screamed as he watched the power of the Elements flash in front of him as the girls reached full power, aiming their magic straight at him. "I take away your powers! I send my monsters to destroy you! I take control of your entire being and you refuse to quit! WHY DON'T YOU GIVE IN?!" Sombra's words apparently had no effect on the Man of Steel's mind since Sombra found that he still couldn't move. The girls narrowed their eyes as they unleashed the elemental storm that came down towards Sombra. But Sombra mustered up enough willpower to fire off Superman's heat vision into the beam of magic and the sheer power of the heat vision began to push the magic back. Sombra began to laugh while the Elements struggled to keep up the pressure.

"You can't beat me ponies! I have the power of the greatest power in all the world!" Sombra roared in glee as he saw the heat vision working. "Nothing you do can-" Sombra screamed in pain as a blast of green magic slammed into his back. The blow cut off his heat vision and dropped him to his knees, giving him just enough time to look behind at who shot him before the magic consumed him. "Chrysalis," Sombra growled at the smiling queen right before the magic of the Elements of Harmony blasted him, banishing him from Superman's mind. As the massive blast of magic died down, the ponies smiled to see Sombra laying on the ground a few feet away from Superman, who was back in the red and blue.

"Are you alright?" the CMC asked as they ran over to him as he picked himself up with a groan, rubbing the back of his head as he looked around before his eyes landed on Sombra.

"What happened? The last thing I remember was that I was flying through the dark realm, looking for the last larva and then..."

"Then you were possessed by this piece of garbage who used your body to attack all of your friends and the only reason that you're safe is because the Elements of Harmony saved you with their magic," Rainbow Dash said, giving him the cliff notes version of what happened, as she and the others walked over to him. "So, you're welcome for that." Superman looked down at them, not needing his x-ray vision to notice that they looked pretty bad.

"Then I owe you a thanks, as well as an apology for what I did," Superman said with a frown before turning his gaze to Sombra, who was laying in a smoldering pile on the ground. "I would ask why you're not dead, but honestly, I've seen people return from the grave so many times I could care less. At least now you will finally answer for your crimes."

"Indeed he will," Chrysalis hissed as she walked up to Sombra and slammed her hoof onto his chest while she glared down at him. "You dared to attack my children and use me as your tool. For everything you have done, you will pay for what you..." She stopped speaking when she saw that Superman was staring at her, his body ready to move if she tried anything. She looked down in rage at the pony responsible for the near death of her children and wanted nothing more than to kill him. But she also knew that Superman would bring her down the moment she tried, and she knew not what would happen to her children. So as she sighed about the chance she was giving up, she removed her hoof from Sombra's chest. "But not today." Superman let out a sigh of relief, glad that he wouldn't have to fight her as well. Superman and the Elements floated over to Sombra as Chrysalis levitated her children back into her grasp.

"So what do we do with you?" Superman asked Sombra as the dark pony tried to get to his hooves. Sombra turned his head towards them and started to channel magic through his horn, but a blast of heat vision took off his horn. "I wouldn't recommend trying to fight back, you're completely defeated." Sombra growled and said something about getting his revenge, but Superman was focusing more on the fact that Celestia was just now entering the battlefield with her sister, while Cadence was being tended to by Armor.

"Glad to see that you're alright Luna," Superman said with relief as he floated over to her, but Celestia wrapped a wing around her sister and glared at him.

"Stay away from her, monster," she said with a growl. "After all you've done, you should be grateful that I haven't sent you to the sun." Superman was really starting to get annoyed with her, but he sighed and instead went back to focusing on the problem.

"So Luna, what are the plans for Sombra?" he asked the tired pony who staggered to her hooves. She tried to answer, but Celestia cut in.

"Shouldn't you be consulting me about what we need to do with Sombra?" she asked him. "Why do you not consult with me instead?!"

"Because I don't trust you," Superman said flatly. Celestia wanted to answer, but there was nothing she could think of to say. Luna walked past her sister and up to Superman.

"I will place Sombra in a maximum security prison until we decide his fate," Luna said with a sigh, wincing with each breath. "What do we do with her?" she asked Superman as she looked over at Chrysalis, who was busy bouncing her larvae on her back.

"I'll deal with her," Superman said as he walked by her and over to Chrysalis. "I noticed that you let Sombra live. Why?"

"Because you would stop me and possibly leave my larvae parentless," she responded without hesitation, avoiding Superman's eyes. "What do you want?"

"I want to talk. Why did you team with Sombra in the first place and get yourself into this mess?"

"Like I said, he took my larvae hostage and forced me to-"

"The truth Chrysalis, if you would." She looked at him with a glare, but it quickly turned into a sigh of defeat.

"Fine. I originally went to Sombra in hopes that he would help me conquer Canterlot, so that I and the rest of my species could feed off of their love. When Sombra thought I might betray him, he took my children as hostages."

"Changelings feed off of love?" Superman asked her as he watched Sombra get levitated by medical ponies and taken away under Luna's eye.

"Yes, but ever since we were kicked out of Equestria ages ago, it has been harder and harder for us to find a source of food," Chrysalis continued as the two changeling larvae started to fight one another. "My species has been starving for close to a year now. I made the deal in hopes that I would be able to keep them alive, but in the end it seems that I was just a pawn in Sombra's game." Superman sighed as he realized that she wasn't just another villian out for herself, but had only teamed with evil to try and keep those she cared about safe. But he couldn't just let her feed off of the ponies...but there might be another way.

"What kind of love do the changelings feed off of?" he asked her. "Is it relationships or can it be a parents' love for their child?"

"Any love will do, but relationships are generally the tastiest," she replied before looking at him funny. "Why do you ask?"

"Because I think I found a way to help feed your entire colony," he responded. "But you're going to have to trust me."

{S}

Celestia headed back to her personal chambers after the whole incident, trying to put it as far out of her mind as possible. Once she was inside her chambers, she, after making sure nopony was around, pulled out a small photo album from under her bed, opening it to a page that had a picture of her, her father, her mother and baby Luna on it.

"Has it really been over a thousand years?" she whispered to herself as she looked at the picture with a loving smile. The picture had been taken the day before the battle with the alien had happened. The smiling filly in the photo had no idea of the pain she was about to go through the next day. Celestia's eyes rested on her father, tears starting to form in her eyes. "Do not worry father, I will stop him this time. For you." Celestia looked out the window at the sun with a sad sigh as a tear escaped from her eye and landed on the photo.

'No, we will not fail again.'

'We Will Not Fail Again!'

'WE WILL NOT FAIL AGAIN!' Celestia gritted her teeth in pain as she shut her eyes, rubbing her temples at the pain. When she opened her eyes again, her eyes were completely green. A smile crossed Celestia's face as she knew that Superman would soon fall.

His Love For All

"I can't believe you just stood there and let her insult you like that," Chrysalis said to Superman with a curious expression as the two of them flew over the land of Equestria, leading Superman to her hive with some hesitation. She did not know if she could fully trust the Superman after he completely decimated her attacking forces and forced them to spare Sombra a second time. Just then she heard the sounds of her two larvae playing around on her back and their laughter reminded her of how close she had come to losing them...and how much she owed Superman for saving them. "If Celestia spoke to me like that, I would drop her first chance I got. And you are more than powerful enough to beat her."

"She's just upset about her city being attacked again, there was no reason to 'drop' her," Superman replied as he flew alongside her with his arms outstretched in front of him, watching the larvae playing out of the corner of his eyes with a small smile. "And while I may be strong enough to beat her, there is no reason to do so."

"You clearly do not know Celestia," Chrysalis muttered to herself even when she knew Superman would hear. "So why did you insist on coming back with me to my hive? Planning to make sure we stay out of trouble by threatening us?"

"No, I said that I wanted to help you," Superman repeated with a sigh, this being the fourth time on their flight that Chrysalis had assumed that he had some nefarious reason for coming with her. "Why is that so hard for you to understand?" Chrysalis averted her gaze from Superman, becoming interested with the forest below all of a sudden. But Superman saw through her attempts, recognizing the look she had on her face. "You're not used to being helped, are you?" Chrysalis turned her head so that he couldn't see her face, but he had seen these signs before in certain people back home.

"No, the changelings are creatures that have never received or wanted help," Chrysalis responded with a growl, remembering how the ponies had treated them over the years. "We are a race of insects that do not need the help of others to survive. We can more than take care of ourselves!" she half-yelled at him, trying to hammer her point home.

"Yet you and all of your kind relies on the love of others to survive," Superman pointed out with a shrug, smiling when he saw Chrysalis glare at him. "I know that you and the ponies don't get along, but sometimes you need to ask for help even if you don't want to." Chrysalis growled in response, but he could see when she looked away that his words had hit her. As the two of them continued to fly (Superman slowed down quite a bit so that Chrysalis could keep up with him), he constantly tried to start conversations with her, but she refused to talk to him. He eventually gave up with a sigh, wondering what had happened in the past that had made the changelings so distrustful of others. Superman saw the changeling hive at quite a distance before the two of them arrived, but he averted his gaze. From what Chrysalis had said, he half-expected the entire colony to be skin and bones, with none of them able to stand. But from what he had seen, they had all been up and working quite hard.

"You will see when we get there," Chrysalis said in a sad tone, Superman looking over at her with a curious glance. "I know that you have super vision or whatever it's called, so I assumed that you would look ahead. Now I have my own question. Why do wish to help us? What do you have to gain from it?"

"I don't want anything in return, I simply wish to help you," Superman told her again, getting the feeling that she didn't trust him, just like a lot of the creatures on this planet. "So about that spell you cast on Celestia..."

"Don't worry about it, the spell should have worn off by now," she said with a smirk. "The spell must be cast almost every day for it to have effect, something I haven't been doing. So, unless Sombra has somehow been casting it on her for the past few days, it should be gone." Chrysalis looked down and indicated to Superman that they were close. She began her descent over a wasteland that housed a massive green sphere where Superman had seen all of the changelings. She landed on the ground in front of the sphere and began to channel her magic into it, opening a massive hole in the sphere.

"Hurry inside. I do not like the entrance being open for..." Chrysalis began to say to Superman, but as she turned around she realized that he was no longer there. She quickly looked around for him, her eyes narrowing when she saw him standing in the entrance, waiting for her to join him. "Haha, very funny. Now please stay with me this time," she muttered with a growl as she walked past Superman into he hive, her horn glowing once again to close the hole behind the two of them. The first thing that Superman noticed was the buzzing, the sound of hundreds of insects all moving together at once. He shook his head as he tried to ignore the sound as best he could, gaining a smile from Chrysalis a she pieced together what was going on. "Don't worry, you'll get used to the buzzing eventually."

"I hope so, because I have no idea how you or any one else can stand this," Superman muttered as he finally managed to cancel out the buzzing in his ears. He walked with her through a massive chamber that lead to an even bigger gate, which Superman had to avoid looking at because of the material of which it was made.

"We do not have the same luxuries of iron or gold like the ponies do," Chrysalis muttered to him with a smile at his green face as she walked over to the gate and placed her hoof on the side of it, sending a pulse of magic up the side of it to alert the guards up top. Within a few seconds the gate began to rise and six changeling guards rushed down from up above to greet her. They all knelt before her, each of them in black armor with green capes.

"Greetings, Queen Chrysalis," they all said at once as they bowed to her while she walked by. "Did you succeed in your mission? You have been gone for so long that we were afraid that you had-" The guards' words died in their throats as they looked past their queen to see the Man of Steel walking up behind her.

"It's the monstrosity!"

Superman's eyebrow went up as the six guards roared and flew towards him, spears and teeth gleaming in the darkness. Chrysalis had spun around to tell them to stop, only to find Superman standing there with a smile on his face as the guards' weapons failed to even scratch him. The guards' frustration began to get the better of them and they prepared to unleash their magic upon him. But before they could, Chrysalis stepped between them and Superman.

"That is enough, you fools!" she yelled at them with fire in her eyes, causing the guards to cower behind one another, trying to protect themselves from her wrath. "Superman is our guest for the time being and you have the gall to attack him? I should blast all of you into dust for-!" She would have gone on, but a calming hand placed itself on her shoulder.

"They're only doing their job--the job you assigned them," Superman said in a calming tone, but Chrysalis was aware of the pressure on her shoulder as he spoke. She wasn't sure if that were a subtle threat or he was just so strong that he always did this. One of her larvae hissed at Superman's hand and spat a small bit of acid onto it, once it was close enough. Chrysalis watched with a frown as Superman slowly pulled his hand back and looked at the acid on it with a raised eyebrow before blowing it off. "You're children sure have some unique abilities."

"I'd say I'm sorry about the acid, but since nothing hurts you I don't feel too bad about it," Chrysalis said with a small smile as she ripped one of the guards capes with her magic and used it to wipe the larva's mouth. Superman watched with a blank face as the drool burned a hole through the cloth. "They'll grow out of it in a few months." She tossed the burned cape on the ground and walked past the still cowering guards, none of whom bothered to move as Superman floated by them but still watched him as he passed. Another large tunnel greeted Superman as the two of them walked past the gate. Chrysalis continued to tend to her larvae while Superman thought about what he had seen. The guards were definitely afraid of their Queen who seemed to be a terrifying ruler, yet he was watching her tend to her little ones with love and affection that only a mother could give. He couldn't figure her out.

"Well, consider yourself lucky," she said to him as they came to a stop outside of the massive door that led to the inner city. "You are going to be the first outsider that has made it to the city of the changelings alive. Make sure you don't do anything that makes me regret it," she said in a threatening tone.

"Do you say that to all your visitors or am I just special?" Superman asked her with a smile, causing her to frown at him as she pushed the door open. As the mighty doors swung open, Superman got his first inside glimpse of the city--and it sickened him. The first thing he noticed were the buildings, structures that looked like they should have been condemned years ago, but his x-ray showed him that hundreds of changelings lived inside of these ten story buildings. After he saw the state of the buildings, he wasn't sure that he wanted to see the state of the residents. But he could not avoid seeing them, as they littered the streets everywhere he looked. He noticed that they all looked similar, with the blue eyes and the black armor over their bodies that prevented him from seeing their stomachs. But he could see it in their eyes, see the despair and the look of defeat. Some of them raised their heads to look at the Queen as she passed, smiling at the sight of their beloved leader. Then their smiles turned to looks of horror as Superman floated by, terrified of the flying creature with no wings--the creature that had defeated their entire army with a clap. He could also hear their stomachs rumbling, although he wasn't quite sure how that worked if they fed off of love. But there was one thing he did know, that all of them, adults or larvae, were all starving.

"Welcome to the glorious changeling empire," Chrysalis said with sarcasm in her voice, keeping her eyes forward as she walked, so that she didn't have to look into the eyes of all her subjects. Superman had been paying so much attention to the citizens that he didn't notice that they had already made it to the palace gates. The palace was essentially a bigger version of the buildings he had seen, built more like a fortress than a home. Chrysalis pounded on the gate, which swung open for her in a heartbeat. She walked inside, followed closely by Superman, who gave all the staff and guards a scare. After another one-sided battle with the guards, Chrysalis showed Superman to the throne room. It was nothing fancy, actually looking rather pathetic compared to the glorious spectacle that was Canterlot. As Chrysalis walked to her throne, a smaller changeling with a beard ran over to her side and offered her hooves with a bow of her head. Chrysalis nodded at her before gently taking both her larvae off her back, giving them both a kiss before she hoofed them to the little changeling.. As the smaller one sped off with the larvae, holding them close as well, Chrysalis ordered her guards and all her staff to get out, waiting for the room to empty before she spoke.

"Alright Superman, I have let you into my kingdom because I am curious to hear what your offer is...that, and I doubt that I could stop you even if I tried," she muttered while placing her front hooves together under her chin, closing her eyes as she did so.

"I would not force my way into your kingdom if you did not want me here," Superman told her gently, not wanting to upset her even further. He could tell that it had taken a great deal of faith for her to let him into her kingdom, especially considering that he was the one who had defeated her and her forces before. "And I'm glad that you were willing to trust me."

"Just tell me why you wanted to come into my kingdom," she said in a cold tone that had a hint of curiosity in it.

"From what I've learned from listening in on guards, and from what the princesses say about you, it has come to my attention that your kind feeds off of love," Superman began, waiting for her to nod before continuing. "But I have also seen that your people...citizens...are starving due to lack of love in the changeling empire. And that lack of love is the reason you are forced to attack other nations, to keep your species alive and fed."

"Did you come here to offer me something or just to tell me what I already know?" she growled, her patience thinning.

"While the ponies may not let you and your kind feed off of them...I am willing to help feed you all," Superman told her. She looked at him for a minute before bursting out in a huge fit of laughter, laughing so hard that she fell off her throne. The sudden noise gained the attention of the guards outside, who kicked open the door and attacked Superman after seeing their queen on the ground. After another short fight, Chrysalis regained her composure and sent the guards away.

"That is what you have come to offer me? Letting us feed off YOUR small amount of love?" she said with another small chuckle, sitting back down on her throne with a smile. "We attack nations because that is what it takes to feed my children--nothing like what you can muster." Superman looked at her, knowing that she was in for a surprise.

"I understand why you do not believe me, but trust me when I say that there is enough love in this heart to feed your nation," Superman said with another smile, lowering his arms. "I believe that you simply use magic to drain the love out of those who you feed on. Care to see how much love I hold?" Chrysalis narrowed her eyes at his offer, not sure if he was being serious or not.

"I do not eat before my subjects," she said in a cold whisper, slamming her hoof onto the armrest, which had the amazing effect of having a guard come flying in. She told him to grab one of the starving changelings in the infirmary and to bring them to her, which the guard did rather quickly. She walked over to the small changeling once she had been brought before her and told the little one that Superman was to be her next meal. The little changeling's eyes lit up with joy as Chrysalis looked over at Superman, letting her magic flow through her horn to suck the love out of Superman so that she could give it to the changeling.

She was blown away.

Chrysalis fell to her knees as the sheer quantity of love-fueled magic channeled into her, filling her with more love and compassion than she had ever known. She could feel tears fall down her face from the emotions that washed over her, emotions that she never would have attributed to any living creature. But then she felt something else that surprised her within the volumes of love she felt. It wasn't a love for family or friends, but for all beings that lived, be it the ponies or even...the changelings. She forced herself to look up at Superman, her disbelief and wonder reflecting in his smiling eyes.

"I told you," he said with a smile as he offered her a hand to help her up, which she did so without uncertainty, but with wonder. "There's a lot of love in this heart."

"How...?" she asked him in awe, looking at him in an entirely new light. She had never felt such love before, even from husband to wife. How could he possibly house so much love in his heart? And for all creatures, not just those he cared about.?

"Will that be enough to feed you changelings?" Superman asked her as he knelt down and gently placed a hand on the small changeling who got as close as possible, feeling his love flow into her.

"It...it will be more than enough," she stammered, trying to pull herself out of the cascade of emotion that still ran through her. "But...I must warn you, the process may take an incredible strain on you. It is easy to feed thousands off of thousands, but to feed an entire nation just off of one man? The strain might kill you." Superman looked from her to the smiling changeling, who looked healthier than ever sitting next to him.

"Fortunately for you, I'm not just any man," Superman told her as he stood up with his hands on his hips. "I'm Superman." Chrysalis looked at him with a curious glance, feeling an emotion coming off of him that she had not felt directed towards a changeling in a long time. She felt compassion, a compassion that only her mother had shown her all those years ago.

"You'd be willing to risk death to save your enemies?" she asked him in disbelief.

"I'm willing to risk my life for anyone, no matter who they are," he responded with a smile. Chrysalis nodded in response and demanded that her guards deliver a message to all her citizens. Once he was gone, she started charging up the spell that would change his emotion of love into food for her citizens.

"Then let us begin."

(S)

Chrysalis had sent out a decree over the land that any changeling that wished to be fed should come to the palace, where she would be giving out their first real meal for months. Safe to say the streets were practically abandoned as all the changelings had gone to the palace, each of them wondering where their queen had gotten this much love to feed an entire nation. The numbers were so large that three fourths of the changelings had to wait outside the palace for their meal. Once the entire palace entrance had been filled up, Chrysalis began the feeding.

"Alright Superman, at first you'll feel normal, but as the minutes turn into hours you'll start to feel your energy begin to slip away," Chrysalis warned him as she began her love extraction magic. "Just tell me when you get tired and we'll stop the process and give you time to recover." Superman had been seated on the throne (something that he would normally never let happen, but this was an exception) where he had apples and oranges placed around him to replenish his strength.

"Thank you for your concern, but I will be just fine," Superman assured her as he felt the magic began to run through his body, clenching his fists whenever he felt his emotions being drained out of him. While ponies may not have felt it, the magical properties of the procedure hurt him quite a bit. But he never complained as he could hear the joyous cries of the changelings in the entrance as they felt the magical food begin to fill them up. He had sat in quiet agony for nearly an hour before Chrysalis had finally finished feeding the citizens in the entrance, giving her a chance to let out a sigh of relief as she sat down and allowed her assistants to tend to her.

"How are you holding up?" she asked him, this time with a bit of concern in her voice.

"I'm fine. We should start again as soon as possible," Superman said with a bit of urgency. "Two have already died from starvation while waiting to be fed. I will not allow any more to die." Chrysalis heard the determination in his voice and waved her assistants away, standing back up and ordering for the next swarm of changelings to be ushered in. The moment she had been informed that they were in she started up the process, changing Superman's emotions into food for her citizens. She smiled slightly when she heard their cries of joy and the praise for their queen echo throughout the palace. What she didn't notice was Superman's face, which had beads of sweat running down as the magic continued to hurt him physically. Again it took another hour to fully feed all of the changelings below them--and drained Chrysalis of her magical energies to a degree.

"Whew...that one took a bit out of me," she said with a small chuckle as she sank to the ground, her assistants racing to her side to help their queen. "If you do not mind me asking Superman, where does all this love come from? I have never seen so much in all my life."

"I love and care for all life, no matter how small or how different it may be," Superman replied with shallow breaths, starting to feel the effects of the magical drain now. Now he understood why she had been so cautious, this magic just might kill him. But as he sat there waiting for Chrysalis to recharge, he could hear the cries of those dying while waiting for their salvation. He would not let his weakness get in the way of saving them. "Chrysalis, we need to get started again." She nodded and started her spell again while giving the order to cycle the changelings in the entrance hall. When they were all ready, she started the feeding process again, letting her magic flow down from the throne room and into the entrance hall, smiling to herself again as she heard the cries of joy. But this time she happened to look over at Superman, which turned her smile into a look of horror. Superman was barely able to keep his head up and his face was pale with sweat dripping from it. His body was reacting to the magic badly and it was taking its toll on him, his will to help others being the only thing that kept him going. She opened her mouth to say something, but a look from Superman silenced her and told her to continue. Another hour of agony passed, but this time Chrysalis had her assistants watching over Superman, who was being drained by the magic faster than he could recover. The moment that she felt her subjects were filled, she dropped the spell and rushed to Superman, who had fallen out of the chair to his hands and knees, panting heavily while sweat fell off his face.

"Superman, are you alright?" she asked him. He looked up at her with a look that said, 'really?' before he closed his eyes and tried to block out the pain. "You need a break. You're in no shape to continue. Rest for a day and we'll continue in the morning," she begged him, but he cast her a look that would intimidate anyone as he drove himself back to his feet.

"If we take a break, more of the changelings will die," Superman panted as he walked over to the window, letting out a sigh of relief as he felt the sun's rays begin to heal him. "We don't stop until either I die or they're all safe." She wanted to argue, but she knew that it would be a pointless battle. So with a sigh, she started up the spell again and ordered for the last wave of changelings to come into the entrance hall. When they were ready, she hesitantly re-activated the spell. Although he had been bracing himself this time, Superman still had to grit his teeth as he felt the magic tear the emotion out of him. The hour went by like years for Superman, who, much to the terror of the changelings in the room, powderized the throne that he had been sitting on as he gripped it in pain. His vision began to go black as his consciousness slipped away. The combined strain of the magic draining him, plus what the Elements had done earlier, was almost too much for him.

'They might die...' and that one thought gave Superman the strength he needed to fight back against the darkness that was beginning to cloud his vision and gave him the power to fight to the end of the spell. The second that the spell was done, Chrysalis had to divert her magic to catching Superman who had nearly fallen on his face after the spell had finished. He was barely breathing and she noticed that blood was falling from his mouth, his eyes barely reacting to any movement.

"Get me a doctor. NOW!" she screamed at the other changelings, who raced off to find a doctor for Superman. Chrysalis laid Superman gently on the throne room floor, checking him to see if he were still breathing. After a minute of waiting, Superman began to stir and sat up with a groan. "Glad to see that you're alright," Chrysalis said with a small smile as she helped Superman back to his feet. He staggered and nearly fell over again, having to use his flight to stop himself from falling on his face. Superman floated back to his feet and wiped his brow with his forearm, panting heavily.

"Are...all the changelings alright?" he asked her in between breaths, his x-ray too weak at this point to see through the walls. He tried to step forward to see but his legs gave out and he fell over, with Chrysalis running to his side to catch him. She smiled at him before she led him over out of the throne room and into the entrance way. She swung open the doors to reveal all of the changelings in the nation standing there and in the courtyard outside. The moment they saw Superman (whom they had been informed about) they all began to cheer and applaud him--the desire to swarm him was stopped only by the presence of their queen.

"They seem fine to me," Chrysalis said with another smile as he found his strength to stand again, looking over all of them with a sigh of relief. "Superman, I...I wanted to say...I wanted to say..."

"You're welcome," Superman said with a bit more strength, knowing what Chrysalis was trying to say. She blinked once before smiling again as she looked out over her kingdom, glad to see her subjects smiling once again. But her smile faltered slightly as a thought ran through her mind.

"Thank you for feeding my subjects Superman, but now I must go and prepare for the next time we reach this state," she muttered as she turned around and headed back to the palace. "For it will happen again and I cannot ask you to sacrifice yourself like that again." Once again she was stopped by a hand on her shoulder.

"A quick couple of questions. Do the changelings need to rule over the ponies to draw upon their love and will it hurt them like it did me?"

"No to both of the questions," she responded. "We just need to be near the ponies to draw upon their love and it will not hurt them. The only reason it hurt you is because you just fed a full nation by yourself. Why do you ask?" Superman walked towards another window where a beam of sunlight was coming through, letting himself recharge in the light of life.

"I'm going to talk to the princesses and see if I can work out a way for you and your subjects to get your food without the need for you to invade," he told her as he walked over to the door and floated into the air.

"Are you crazy? Celestia will never allow that."

"Last time I checked, Celestia is a co-ruler," Superman reminded her. "I'll talk to Luna and see if she can do something or maybe just talk to her sister. Plus, maybe if I can convince Twilight to help, Celestia will give in." Chrysalis didn't believe it. Superman, the creature that barely a few hours ago was fighting her to keep the ponies safe, was now going to go talk to their leaders about helping them out even after all they'd done to him and the ponies.

"You really do care about everypony, don't you?" Chrysalis asked him with a small laugh.

"Of course I do. I wouldn't help if I didn't care," Superman responded with a smile. Then he turned his head to the side with a frown as something caught his attention. "I'll have to postpone that talk. There's a massive earthquake going on near the griffon kingdom and they need my help."

"Are you sure? You're still weak from the magic," Chrysalis reminded him.

"Of course I'm sure. I go wherever I'm needed," he said with a wave before rocketing off into the sky with such takeoff speed that she was nearly blown off her hooves. As she looked up at the multiple sonic booms that now filled the sky, an emotion surfaced that she had not felt in so long. She felt...hope, hope that maybe the changelings would no longer need to worry about their future or whether they'd starve. Maybe they would finally be the nation she had always wanted them to be.

"Alright Superman," she began as she looked up into the bright sky with a newfound hope in her heart. "I'm putting my trust in you."

(S)

'He managed to break through the stone heart that was created through hundreds of years of suffering. Not even Celestia in her right state of mind could manage that for years, but he did it in a day.'

'Maybe he is the one we have been looking for.'

'We shall see. His greatest challenge is still yet to come.'

How To Beat Your Enemies

By the time Superman had finished helping out the griffons with the destruction caused by the earthquake, day had already given into the night. He flew around the griffons' kingdom, which was located in the far off mountains, before he shot off towards Canterlot, planning to have a talk with the Princess of the Night. He was there in a matter of seconds, coming to a stop above the city as he looked around for the princess. The city gave off a warm glow at night from all the street lights, giving it a sense of peace and serenity. A quick glance towards the castle showed him that Luna was standing on the balcony of the palace, looking over all her sleeping citizens with a small smile. She turned her gaze from them to Superman as he slowly floated down next to her.

"Glad to see that you're unharmed," she said with a smile as he landed on the balcony. "After you flew off with Chrysalis earlier I was afraid for your life. No pony has ever gone to the changeling empire and come back alive. Then again, nopony has ever had the same powers as you."

"I need to talk to you about the changelings," Superman said as he walked alongside her into her chamber. She sat down on a chair by the window and motioned for him to do the same. Once he had sat down, she placed both hooves under her chin in a similar manner as Chrysalis when she had listened to him.

"I just took a visit to the main hive where all the changelings lived and it was...horrifying. Most of the changelings there were starving and the city was in worse shape than most of the cities that are still standing after a massive battle," Superman began.

"I was not aware that Chrysalis had let her nation fall into such a state," Luna muttered, taking out a notepad from her shelf and levitating it in front of her. Since none of her spies had ever made it back from the changeling empire, every word Superman said could be useful in future endeavors. "How did their defenses look? Are there as many capable fighters as she has led us to believe or is it all just another one of her lies?" Superman shook his head with a sigh.

"Telling you the inner defenses of the changelings is not why I came to talk to you," he said. "I came to ask you to do me a favor and speak with Chrysalis to try and make peace with them." Luna slowly looked up at him from over her notes with a raised eyebrow.

"Are you being serious? The changelings have attacked us on multiple occasions and we just barely managed to fend them off each time. Why would I want to try and make peace with a race that's only goal is our destruction?" she asked him before shrinking a bit under his gaze. As much as he tried to avoid doing it, sometimes his eyes scared others more than he wanted.

"Destruction is not their goal, survival is," Superman told her with a frown. "They attacked Canterlot to feed on all the love the ponies possess because that's how they survive. They feed off of love."

"I am fully aware of that, but if they need to feed by attacking our subjects I see no need to help them." Superman frowned at her coldness since it reminded him of how Celestia acted towards him.

"What happened that made the ponies and changelings hate each other so much?" he asked her, curious to see what the cause was. Luna sighed as she placed the notebook on her table before leaning back and closing her eyes, bringing up memories of the past.

"The changelings and the ponies battled it out years ago in a massive war for the most fruitful part of Equestria, with the best resources and best land," Luna said with her eyes closed, allowing herself to get lost in her memories. "I was still a princess-to-be at the time, so the duty of leading the battles rested upon my mother, my father having died to save the land. After many had fallen in many years of war, my mother discovered the Elements of Harmony, the one weapon that the changelings could not match no matter how hard they tried. With them, we were able to defeat the changelings' greatest warrior and claim the land as our own. The changelings were left to wander in the wasteland for eternity, where they made their hive that no pony can find...Except you."

"So all of the hate came from a war that was waged thousands of years ago?" Superman muttered, frowning when Luna nodded in response. "Don't you think that it's far past time to put all of that behind you and try to make peace with them?"

"Yes, but the changelings have denied all our offers in the past and have attacked on more than one occasion," Luna countered as she crossed her hooves. "I would never allow for any changeling to enter Canterlot willingly."

"What if I were to vouch for them?" Superman asked her, his eyes narrowing as he looked past her at the door to her room. Luna paused and thought about that for a minute. She didn't like the idea of the changelings entering Canterlot, but with Superman there they would not be able to do much. And as much as she hated to admit it, the idea of peace with them sounded really good, especially after the last few attacks on the city. Also...she and the rest of the ponies did owe Superman a lot for all he had done. She sighed in defeat, figuring that it wouldn't kill her to listen to what Chrysalis had to say.

"Very well Superman, I will speak with Celestia about letting the changelings come to make peace," Luna agreed, but gave Superman a warning glance. "But if they try anything, ANYTHING, they will be met with force."

"That's all I wanted. I'll go tell Chrysalis that you are willing to meet with her," Superman said as he stood out of the chair and walked over to the window, where he placed his foot on the ledge before stopping and turning around. "That reminds me. What happened to Sombra? I didn't see him in any of your prison cells. Did you...?"

"Sombra is still alive; we relocated him into the lowest section of the prison," Luna told him with a small smile. "The cells there are lined with lead and filled with anti-source stones, which can drain the magic from any pony. He will not be getting out of there. I think Celestia has a cell for you if you want to see how strong they are." Superman rolled his eyes and launched himself off into the sky, heading towards the changeling empire at a leisurely pace. Luna shook her head and looked over at her door with a frown. "You can come in now. And yes, he noticed you." The door to her room opened and Celestia walked in, her eyes narrowing as she watched the red and blue hero fly off into the night.

"He could hear me?" she asked her sister.

"I'm fairly certain that he can hear the sound of clouds rubbing together, so hearing you would be easy," Luna said with a frown as she looked at her sister.. "Why were you listening in on my conversation? Are your trust issues really that bad?" Celestia glared at her as she walked by her sister and onto the balcony.

"Are you going to go along with what Superman requested?" Celestia asked her as she stared up at the night. "You know that the changelings cannot be trusted."

"No, they can't be, but Superman can," Luna retorted with a snort. "Something that you still have yet to learn."

"Do not lecture me Luna, for you are far too trusting of the alien," Celestia snapped back. Luna rolled her eyes with a mad sigh as she walked over in front of her sister.

"Why do you not trust him? What has he done that has caused you to distrust him so much?" Luna asked her sister with a growl, Celestia narrowed her eyes in response.

"Just because he says that he's here to help does not mean that he truly means it," Celestia said softly, remembering what Luthor had shown her. 'And for what his kind did to our father.'

"Well I choose to trust ponies by their actions, not by what they say. And he has done nothing but help us since we got here," Luna shot back, then took a deep breath and let go of her anger. "Look, we can argue about this later. For the time being, I just want to know if you are alright with the changelings coming to Canterlot to talk about peace." Celestia sighed, knowing that peace with the changelings would indeed be very beneficial to the ponies.

"Yes, we can have them here to talk about peace," Celestia said. "But we will talk more about this tomorrow. I have business to attend to." Luna wanted to ask what kind of business, but Celestia had already turned around and walked out of the room. So instead, Luna walked over to the balcony and looked up at the sky, wondering if the day had arrived where all the creatures of Equestria could finally live in peace.

(S)

After his talk with Chrysalis, where he assured her that the princesses were willing to talk to her about peace and about helping them out, Superman flew back to Ponyville, yawning a bit as he got close to town. He hadn't realized that he had been so tired, the magic must have drained him a lot more than he had believed possible. He would tell the princesses that the changelings had agreed to the deal in the morning, for now he wanted to rest. So with a turn, he headed back over to the Apple's barn, and landed in front of it. He yawned again and looked up at the moon, shaking his head when he realized how late it had gotten. Superman opened the door to the barn and walked inside, frowning when his vision picked up traces of heat. He scanned the ground and found a small piece of paper next to the thermal energy that he had seen. He walked over to it and picked it up, reading it with a smile. It was a flier from Applebloom's school, saying how tomorrow was hero day where the students were supposed to talk about their hero. At the bottom of the page, Applebloom (who Superman had assumed was the source of the heat energy as she had sat there waiting for him) had scribbled a few notes asking if he'd want to go with them.

"So they see me as their hero, huh?" Superman asked himself with a smile as he placed the paper on the box next to the hay, and let himself fall back into the hay, closing his eyes and allowing himself to slip off into sleep. Morning came faster than he thought and he woke up just as the sun's rays began to shine through the cracks in the barn, telling him that he had woken up just in time for sunrise. He sat up with a stretch, figuring that the first thing he should do was go tell Applebloom that he was willing to go to school with her and her friends. He flew out through the barn door and did a quick scan of the land before he turned his gaze to the house, looking through the walls at the list that the Apples kept on their fridge to tell them about the chores for the day.

"I have been gone for quite a while and I did promise that I would help them with their chores," Superman said with a smile, looking at what was first on the list. Bucking the apples again, huh? How many times did those need to be picked? Superman shot back into the barn and grabbed all the baskets that he could see, balancing them in his arms. Then faster than a speeding bullet, he shot through the apple orchard as he placed the baskets at the bottom of all the trees. Once all the baskets were ready, he shot up into the sky before he looped and slammed his feet into the ground, shaking all of the apples off the trees and into the baskets with perfect accuracy. Using his great speed again, he scooped up all the baskets and dropped them off at the collection point.

"That takes care of that, now for the next chore," Superman muttered to himself as he looked through the wall again. Paint the barn again? Easy. Superman walked back into the barn and spotted the paint cans, which he quickly picked up along with a paintbrush. He flew back outside and tossed the paint cans over the barn before he cut them open with his heat vision. He then flew into the paint and spun around the barn, painting it within seconds. He came to a stop to take a look at his work. smiling slightly. "Alright, that's enough work for now. Let's see what the others are up to." Superman headed towards the house and landed outside the door, opening it to see all of the Apples up and about. "Good morning everypony," Superman said with a smile as he entered.

"Morning, Superman," AJ responded over by the oven, while a small yellow pony ran up to him with a huge smile on her face, practically shivering with excitement.

"Hiya Superman!" she almost screamed, the smile growing even wider. "Did ya see the note ah left fer ya in the barn? Didja?" Superman raised an eyebrow with a smile as he watched the pony bounce around at his feet, unable to contain her excitement.

"Yes, I did. And if you and your friends are alright with it, I am more than willing to be your...what was it again?"

"We're supposed to bring our hero to class today and talk about why they're our hero," Applebloom explained as she started to bounce around the kitchen like Pinkie. "And yer both mine and the other Crusaders' hero!"

"Ah thought ah was yer hero," Applejack said from over at the sink.

"You are Applejack, but Superman's an actual hero!" AB responded quickly.

"But ah'm an Element of Harmony. That technically makes me a hero," Applejack reminded her.

"Yeah, but yer no Superman."

"What's that supposed to mean?" Big Mac and Granny Smith, who had been seated at the kitchen table the entire time, looked back and forth between the two as they began to argue with each other, arguing over what made a hero and how superior Superman was to her. Superman sighed while he watched this, since he hated to see families fight. When the two of them started to wrestle on the ground, he decided it was time to step in.

"Alright you two that's enough," Superman said as he stepped between them, lifting them both up in each of his hands. "There's no need for the two of you to fight. Applejack, if it means that much to you, you can go in my place."

"But...but..." Applebloom began to stutter, until Superman looked over to her with a smile.

"I guess I'll just have to be one of the other Crusaders show and tell hero," he said with a wink as he set the both of them down. While Applebloom's smile returned to her face, Applejack looked at him with a bit more concern.

"Are ya sure ya want to do this, Superman? Ah know how busy ya can get..."

"It's no trouble," Superman said as he picked up AB's school bags and handed them to her. "If there's any trouble I can just fly off to go deal with it"

"Alright then. Applebloom, ah owe ya an apology," AJ said with an embarrassed smile. "Ah want to go to yer school, but there's a lot of work to be done around the farm. Ah just got a little upset that ya chose Superman as yer hero."

"Aw, ah'm sorry Applejack. Ah just thought that it would be cool to have an alien and a superhero to take to class." After a few minutes of apologizing to each other, Applebloom looked at the clock and realized that they would be late if they didn't go now. So with a wave goodbye to all her family, she sprinted out the door with Superman walking behind her. The sun had made its way over the mountains in the distance and was letting its light shine all over the land, helping Superman to feel better after Chrysalis had drained his emotions.

"Do we need to go pick up your friends or are we going to meet them there?" he asked her.

"We'll meet them there. Normally we walk together, but since ah'm running late," Applebloom said, looking down at his feet with a curious face. "Why do ya always walk when ya can fly? Why should Superman walk when he can fly?"

"Well, I've been the super for so long since I got here, that right now I just feel like being the man," he responded, confusing Applebloom even more.

"Ah don't get it. If ah had yer powers, ah'd never walk again," she said. Superman figured that he wouldn't get through to her, so he instead looked ahead.

"Wait, what time did you say class started?" he asked her as he looked at a clock inside one of the far off buildings.

"Nine. Why?"

"Because it's eight fifty eight," he said flatly.

"Wait, ah can't be late fer school! Not today!" she shrieked, sprinting ahead in a desperate attempt to get to her school on time. Superman rolled his eyes and launched himself forward, scooping up AB as he flew by on his way towards the school. She clung to him for dear life as they shot through the town, Superman's incredible reflexes allowing him to avoid any pony or building that got in their way. A few seconds later the two of them came screeching to a halt outside the school building with a minute to spare. Superman gently knelt down and placed Applebloom on the ground where she immediately began to stagger around.

"Ugh...thanks, but ya didn't need to do that," she moaned while shaking her head to try and clear the spinning. After the world had stopped spinning, she walked into the classroom with Superman following behind her as she opened the door and let them inside. As Superman looked around the classroom, he felt a sense of nostalgia wash over him. The room was very similar to the grade school that he remembered as a child. The red paint, the small room and all of the desks lined up fairly close to the teacher. Strangely, most of the ponies had bags with swimming gear designed for the beach, despite there being only lakes around the town. Of course, while he was looking around the room, all of the children in the room were staring at him with jaws dropped. They had all heard of him and his exploits in the short time that he had been here, making him quite the celebrity. Superman eventually caught on to the fact that every foal and the teacher were all staring at him.

"Hello there," he said with a smile, causing all of the ponies in the room to gasp. He rolled his eyes with a smile, the scene reminding him of when he first showed up in Metropolis and how the people there reacted to him. Applebloom smiled at the reaction Superman had gained, while the other CMC hopped out of their chairs and ran over to him.

"Awsome, Applebloom! I didn't think that you'd be able to convince him to come!" Scootaloo said with a huge grin as she looked up at Superman.

"I know. Normally you're flying all over the place trying to save everypony," Sweetie commented as well. Superman smiled down at them and looked around the room at all the shocked faces...well, most of them anyway. Superman recognized Dinky and Diamond Tiara simply from the fact that they were the only ones who weren't looking at him. Dinky's head was on her desk and hidden by her arms, but Superman didn't need his x-ray vision to see that she was still upset. Diamond Tiara just stared out the window with a somber face, not reacting to anything a silver pony next to her was saying.

"Alright you three, that's enough. We need to get class started," the teacher said to them, looking at Superman out of the corner of her eyes. They all headed to their seats with smiles while Superman simply floated in next to the door, gaining another round of gasps as he levitated off the ground. "Alright everypony, as you all know, today our topic is heroes and what makes one," the teacher explained as she walked over to the chalkboard to stand in front of her class. "While I was just going to talk to you about heroes in the past, Applebloom volunteered to bring an actual hero to class. So may I introduce you to...Supermane!" Superman frowned at the name joke again and gave a look to the CMC, all of whom smiled back with little halos over their heads. But with all the ponies looking at him, he figured that he could at least talk to them. All of the foals' attention was cemented on him as he floated to the front of the room.

"Hello there," he said to them again, chuckling slightly when they all gasped again. "Since I have no idea what's going on, since the pony who brought me here failed to mention that I'd be the one talking, I guess that you can simply ask me questions and I'll answer them to the best of my ability. So, who wants to go first?" Just as he had expected, nearly every hoof in the room shot up at once, with some of the ponies falling out of their chairs as they tried to gain his attention. "How about...you," he said as he pointed to a small white Pegasus in the back row.

"U-um...I just wanted to know what's it like being so strong?" he asked Superman with a trembling voice, obviously overwhelmed by just the sight of the Man of Steel. Superman knew why he asked that question, as a quick look at him showed that the Pegasus was on the small side without a lot of muscle. The small often dream of being strong.

"Being strong is a lot more than lifting heavy objects or showing off for others. There is also a responsibility that comes with being stronger than others," Superman said to the class, who hung onto his every word. "A responsibility to help those weaker than you."

"But I thought the point of being strong was to...help yourself and beat up the ponies that hurt you. Isn't it?" the Pegasus asked meekly. So he was the type that got bullied, huh? Superman knew that could be one of the reasons that he was so obsessed with strength.

"While you should stand up for yourself, you cannot become like those who do wrong or else you're no better than they are. Despite me being one of the strongest beings in the multiverse, I use my strength to help those who normally can't defend themselves. THAT is a true sign of strength. Using one's strength for their own gain is actually a sign of weakness. Only the weak use their strength to oppress others." Some of the ponies had started taking notes while he talked, while others (who looked like the bully type to him) muttered under their breath about what a dork he was. "Next question. Yes you."

"How rich are you?" the pony with the silver spoon on her flank asked him. The class seemed interested in that one and leaned closer to hear his answer.

"Believe it or not, I'm actually middle class," he said with a smile, getting another gasp out of the room. "And no, I don't get paid for my services to others. It's not about the money or the fame, it's about doing the right thing and helping others." The silver pony sat back down, looking confused at his answer. When he asked for the next question, he noticed that this time it was Dinky who raised her hoof. "Yes Dinky?"

"How often do you fail?" Somehow, he had been expecting her to ask this question. The ponies in the back began to mock her, saying how heroes never failed, but a look from Superman silenced them.

"To be perfectly honest, I've failed more times than I'd like to admit," he said with a frown, crossing his arms as he remembered all the different times he failed. "But despite my numerous failures, I can't allow any kind of thought of doubt to enter my mind as long as someone's in danger, because it might put someone else at risk." Once again, he got mixed responses and he figured that his beliefs might be a bit much for this class. One of the ponies in the back of the room, that he had heard mocking him, raised a hoof half-heartedly with a smirk, but Superman called on him anyway.

"Yeah, I heard that you spare your enemies instead of killing them. Why bother with that when it would be so much easier to finish them?" Superman hadn't expected that kind of question to come up, but he had already answered it so many times before that the answer was second nature to him.

"I will not deny that killing would probably the easiest way to be rid of my foes," Superman began. His answer caused the ponies in the back to snicker. "But just as I save the lives of the innocent, I save the lives of my foes. Nothing is more sacred than life, because once a life's gone most the time you can't get it back. Also...I believe in chances, the idea that if given another chance, those I fight could become those who will fight along side me...That no one is completely evil. All they need is someone to put them on the right track." At the mention of the word justice, the ponies in the back started to laugh again, until Scootaloo chucked an eraser at them and smacked one of them in the face. The teacher was fast enough to stop the two groups before anything started.

"Alright, that will be enough for today. Thank you Superman for coming in and talking to us," she said with a sigh and a smile. Superman nodded and stepped back as she pulled out a piece of paper. "Now I have some bad news. Unfortunately, the carriage that was supposed to take us to the beach broke down and we won't be able to go." The class let out a collective groan followed by protests and complaints. "I'm sorry, but there's nothing I can do."

"Anything I can help with?" Superman asked her.

"Unless you can lift a carriage full of screaming foals and fly them to the ocean, no," she said with a sigh, then she realized who she was talking to. "Oh no, I couldn't ask you to do that. You must be so-"

"It's no trouble at all," Superman told her, his eyes glancing over at Diamond Tiara and Dinky, both of whom were still hanging their heads. "It looks like some of them could use some cheering up." The teacher followed his gaze to the two and her expression softened a bit as she looked at them.

"Alright, if you want to do it, I have no objections," she said. "I'll go get a carriage big enough to fit the whole class and then we'll be ready to go." Superman nodded at her as she told the entire class what they planned to do, resulting in all the foals cheering and racing for the door to get to the bus carriage, followed by their teacher. Superman waited until they were all gone before he flew over to the only one who hadn't left.

"Diamond Tiara, can we talk?" he asked her as he gently sat in the chair next to hers. She turned her head slightly to look at him before she shrugged and looked back the other way. "I know that you still feel guilty, but it wasn't your fault. You can't blame yourself." She didn't respond, but he could hear her heartbeat increase as her emotions got the better of her. "If anything, I'm the one to blame. I should have stopped Brainiac but I failed. So put the blame on me. Come on, the bus for the beach is leaving soon." She nodded slightly and hopped out of her chair to head outside. Superman watched her go with a frown, hating himself for not being able to save Dinky's mom. But as he had said, he couldn't let himself become caught up in his failures. So he sighed and walked outside as well, hoping that this trip to the beach would pick up their spirits. All of the foals were standing around, talking amongst themselves while waiting for the carriage to arrive.

"Where is the carriage that's taking you there?" he asked Cheerilee (who's name he overheard from one of the students) as he walked over to her.

"It's broken down in Manehatten," she told him. "How fast do you think you can-?" Cheerilee had to cover her eyes as Superman vanished at super speeds, causing a huge gust of wind to kick up and knock some of the ponies over. He returned a few seconds later holding the carriage over his head, getting a cheer from the foals.

"All aboard," he said with a smile as he placed the carriage down in front of the ponies and opened the doors for them. The CMC were the first to get on, smiling and thanking him as they did so before the rest of the excited class followed. Superman once again noticed that Diamond Tiara and Dinky were the last two to get on, with their teacher right behind them. Once all the ponies had sat down, he lifted the carriage up with one hand before slipping his other hand under it to balance it. "Everypony ready? Alright, here we go!" he yelled as he kicked off from the ground, smiling to himself as he heard the ponies scream in shock and excitement as they all flew up into the sky. They all looked out through the windows down at the town below, laughing and screaming in sheer joy. Superman smiled to himself and looked off towards the nearest beach, making sure to fly fast enough so that they'd reach there soon, but slow enough so that the foals could still look out the window and enjoy the view. He watched as the land quickly changed from the green grassland of Ponyville to the flatter tide lands by the ocean.

"Alright, we're here!" Superman called up to them as he floated over the beach, hearing groans of sadness in the process, which told him that they had loved the flight over. He floated down to the beach and after scaring off a large number of sunbathers, switched the carriage back to one hand to gently lower it to the ground just off the beach. "Everypony off," he yelled into the bus as the doors open. The foals began to pick up their bags and ran off the bus, immediately heading for the beach despite the teacher wanting to take roll.

"Ugh, it is so hard to get them to listen," she grumbled to herself as some of the foals started to play in the water while others went to the sand to build castles. Cheerilee almost immediately had to run off onto the beach to stop some of the foals who were kicking sand into the others' faces. Superman didn't feel like getting in the water at the moment, so he floated over to the CMC who were planning to get their cutie marks in...

"Shark wrangling?" Superman asked the three smiling faces in disbelief. "Do the three of you even hear what you're saying? Shark wrangling. Why on earth would that be your special talent?"

"It might not be, but we won't know until we try!" Applebloom said through her snorkel gear, and the other two snorkel-clad fillies nodded as well before they tried to run by him, only to be stopped by his foot.

"Then you'll never know," Superman responded with a frown as she backed up. "I'm not going to let three little fillies run into the sea to go wrestle sharks and get themselves killed. And no buts," Superman said to cut them off, knowing what they were going to say next. The three of them mumbled under their breaths, but knew that there no arguing with Superman when danger was present. The three of them were about to go into the water to play around, but Superman once again stopped them. "Also, can the three of you do me a favor?"

"What kind of favor?" Superman looked over at the ponies that were laying on the beach, noticing again that Dinky and Diamond Tiara were still sitting by themselves under umbrellas.

"If the three of you are going to go have fun instead of crusading, can you invite Diamond Tiara and Dinky to join you as well?" The three fillies looked at each other with raised eyebrows before turning back to Superman with smirks on their faces.

"Are ya serious?" Applebloom asked him with a chuckle. "Dinky sure, but Diamond Tiara? She's been our enemy ever since we first became friends."

"Yeah, why would we want to let her play with us?" Scootaloo asked with a bit of heat.

"Because...because they're both hurting right now," Superman said gently. "Dinky just lost her mother and Tiara...well, she feels really bad about it. I know that the four of you have never gotten along in the past, but at least try to cheer them up if you can. It would mean a lot to me." The CMC looked at him with hesitant faces, not sure if they wanted to do this.

"But...she's our enemy," Sweetie Belle said.

"True. But as a wise man once said, the best way to defeat your enemy is to make them your friend," Superman said back with a smile. Then he turned his head to the side with a frown as his attention was drawn elsewhere. "I need to go. Someone's in danger. But remember what I said and try to be friends with her." The CMC covered their eyes as Superman shot off into the sky and kicked up a bit of a sand cloud in the process, looking at each other with uncertainty once the sand died down.

"We're not going to seriously invite her to join us...are we?" Scootaloo asked her friends in an unsure tone. Applebloom and Sweetie Belle looked at each other before Sweetie stepped forward.

"Look, we may not like Diamond Tiara, but we owe Superman a lot," Sweetie Belle reminded them. "He's done so much for us and if this is the only thing he asks for in return, then I think we owe it to him to at least try."

"Ah agree. Superman has saved us so many times ah lost count. We owe him," Applebloom agreed. Scootaloo nodded as well and the three headed over to where Dinky was sitting on her own under an umbrella, staring at the sea. "Hiya Dinky. Um...if ya don't mind, would ya like to join us fer some sand castle building? If ya want to." Dinky simply stared ahead at the sea, not seeming to hear them at first. Then she slowly turned her head towards them, making them flinch when they saw her eyes, eyes that lacked emotion.

"Sure, I'd love to," she said softly, a thin smile tugging at her mouth. She slowly got up and stood next to the other girls, waiting for them. Then the four headed to what they assumed would be the hard part: getting Diamond Tiara to join them willingly. Diamond Tiara was in a similar state to Dinky, just sitting there staring at the sea.

"Um, Diamond Tiara? Would you...like to join us to make sand castles?" Scootaloo asked nervously. Diamond Tiara looked at them with her annoyed look that she reserved just for them, but then she noticed Dinky and averted her gaze and let an unseen tear roll down her face.

"No. I'm good here," she said softly. The CMC looked at each other with a shrug, figuring that they had at least tried. But while they turned away, Dinky looked at Tiara sitting alone for a minute before sitting down beside her.

"Are you okay?" Dinky asked her.

"I'm fine," Tiara said softly, turning her head so that Dinky couldn't look into her eyes.

"No, you're not. I can tell," Dinky said in response. Tiara turned her head away again, but Dinky stood back up and walked over to where she was looking. The CMC watched from afar, not sure if they should be listening or not. Dinky sat there for a good ten minutes, simply waiting for Tiara to tell her what was wrong. But when Tiara didn't talk, she figured it was time to say what they were both thinking.

"You're still upset about what happened with Mom, aren't you?" And that was all it took to break free the dam of emotion and sorrow that Diamond Tiara had kept locked up tight to burst free. She began to sob heavily on the spot, not caring that the grey unicorn was sitting there to watch.

"I'm sorry...I'm so, so sorry," she said in between sobs, feeling the tears run down her face. Dinky didn't say anything, knowing why she was apologizing. Then, much to Tiara's shock, Dinky wrapped her hooves around her to pull her into a hug.

"It's alright. I forgive you," she whispered to the sobbing Tiara.

"W-what?" Tiara asked in confusion, breaking free of the hug and looking at Dinky as if she were crazy. "But it's my fault that your mom...if I hadn't said those things, then you wouldn't have..."

"It's alright. I said that I forgive you," Dinky said with a weak smile of her own, trying to keep the tears out of her own eyes as well.

"But why?"

"It's what Superman would do. Come on, how about we go have some fun with the CMC?"

"B-but after my history with them-"

"They invited you, so they must want you to come along," Dinky said, offering a hoof to help her up. Tiara gingerly took it and let Dinky help her to her hooves. Dinky put on a false smile and walked over to the CMC, who had not listened to the conversation. "We're ready, so what is it that you're planning to do?"

"We were going to build sandcastles together...if that's alright?" Dinky and Tiara both nodded and followed the crusaders over to start building sandcastles. While they began to do that, Cheerilee watched with a sad smile, glad to see that the crusaders were trying to help the two feel better. She heard a sound and turned to see Superman floating down beside her, covered head to toe in what looked like fish guts.

"Don't ask," he said, knowing what was going through her mind as he looked over at the children. "So they actually asked Tiara to play with them?"

"They may not like each other all the time, but they're all good ponies, deep down," Cheerilee said with a smile as she watched the fillies begin to build a castle. "Thank you for all that you've done. I know that you must be busy."

"It's no problem. I enjoy helping."

'Your generosity truly knows no bounds,' Cheerilee thought to herself as the Man of Steel smiled at the fillies, watching as Dinky had begun to splash water at Tiara, who responded to the attack with her own splashes. Soon, all five fillies were having a water war and their laughter rang out like bells. "I haven't seen either of them so happy since...but I'm so happy to see them smile again." Superman watched as they played together, their smiles slowly growing larger in the process. It was amazing how the time flew by, even for him. After the fillies had built their castles and nearly got dragged down in an undertow (Superman got them out before anything happened), they all had ended the day with a bonfire on the beach where the CMC tried to convince Superman to dance with them. He decided to join in and although he embarrassed himself at first, he quickly picked up on the steps and could soon dance along with them just fine. Dinky and Tiara both joined in too eventually, followed by all the other foals and eventually Cheerilee, until they were all doing silly dances next to the fire that's light seemed dull, compared to the ponies that shined with happiness. Cheerilee decided to call it a day when two of the foals had fallen asleep and the others were staggering a bit from exhaustion.

"Alright everypony, time to get on the carriage and go home," she told them as she helped them onto the carriage, most of them yawning or leaning against one another for support. Dinky and Tiara brought up the rear, where they were stopped by Superman.

"Did you two enjoy yourselves?" he asked them. They nodded sleepily and smiled at him before the both of them yawned. "I'm glad to see you smiling again," he said as he got down to one knee. "After all that's happened, I didn't know if either of you would be happy again."

"It's okay, it's just like Mom used to say," Dinky began before she cut herself off with another yawn. "You can spend all your time thinking about what's gone wrong and be sad...yawn...or you can smile and look to the future with hope." Superman teared up a bit at that, her advice sounding like something his ma would have told him.

"Your mother was a wise pony," Superman said with a smile. Dinky nodded and tried to walk by him, but Superman stopped them one last time. "I just wanted to let the two of you know, even if you feel like no one cares and you feel alone, if you call out for me I will come to your side."

"Whenever we call?" Tiara asked him.

"Whenever you call," he repeated. Tiara thought about it for a minute before she got an evil smile.

"Pinkie promise. And in rhyme," she said with a smile. Superman looked at her for a minute, thinking it over in his head if he were going to do this or not. Then he noticed that Dinky seemed to want him to as well and he knew that he had no choice.

"Alright then, I Pinkie promise...in your darkest days, when you're alone and scared, and whisper to yourself an unheard prayer, and when you think that no pony cares, simply call out for me and I will be there." Tiara and Dinky both seemed alright with this, even if they did roll their eyes once during the promise, before they headed onto the bus. Superman turned his head and blew out the bonfire with a single breath before turning his attention back to the bus, smiling as he saw through the window that the CMC had invited the two to sit next to them. He walked over to the bus and, once every pony was set, hoisted it onto his shoulder and launched himself into the sky with the ponies on his back. He came to a stop just above the cloud cover and used his gaze to look over all the land, smiling to himself at how peaceful it was. He heard no cries for help or sounds of sirens. All the world was at peace. Superman turned to where Ponyville was and flew off towards it, happy about how this had been a good day.

(S)

In Celestia's secret chamber underneath her castle, Lex was experimenting with his rapidly increasing power. He had already tried out his heat vision and the super breath with perfect results, but it was the other powers that intrigued him. He could see gravity and how it affected time and space. He could hear the atoms as they collided with each other in the room, like a barrage of gunfire that only he could hear. For a moment, he envied Superman and his ability to always see the world like this, but only for a minute. He had been so lost in the millions of miniverses before his eyes that he hadn't heard Celestia slam the door open and stalk into the room.

"I figure that you would want to hear what he has asked of us today," she said to Luthor with a growl. Luthor pointed at the door to remind her that he couldn't talk as long as it was open, to which she responded by slamming it shut with her magic. "He wants us to talk of peace with Chrysalis. I know that it's not a bad idea, but she has attacked us so many times that I'm certain that this is a ploy of hers!" Celestia winced and held a hoof to her head, feeling the pressure in it increase again.

"I would recommend you go ahead with it," Lex suggested as he looked into her brain, raising an eyebrow as he saw a clump of black magic floating around her brain that...had a pair of eyes? "It would show that you are a caring leader who isn't above peace, while still being able to show your superiority. Now then, what is the progress of the suit?"

"It is nearly done, although all of my blacksmiths have asked for two days off in return," Celestia said with a sigh as she sat down at Lex's table and started rubbing her temples. "How goes your power increase? It is hard to rule a nation and keep the mini-sun open at the same time." Luthor looked down at his hand where he could see the power coursing through it with a smile.

"It goes well, but we have a problem. Superman came snooping around here the other day." Celestia shot up at this news and looked at him with horror. "No, he didn't find me, all he did was float outside the room and stare at it for a while. Either he knows something's up or he simply wants his ship back, but either way we're becoming pressed for time."

"So what to we do?" Luthor walked to his briefcase and pulled out a small transponder.

"Well, there is always the suggestion of using one of your subjects as bait to-" Luthor never finished his sentence as Celestia picked him up with her magic and slammed him into a wall.

"None of my ponies will ever be put in danger again. I will stop all who seek to harm them," she said in a deadly whisper, her eyes a blazing green.

"Alright, plan 'B' then," Luthor said as he showed her the transponder.

"What is plan 'B'?" Celestia asked as she lowered him to the ground.

"After a while of bribing, arguing and threatening, I managed to call in some help, but I do not know how long these ones will last against him," Luthor began as he started pressing buttons. "And before you ask, these two will not attack or harm any ponies." 'At least they shouldn't,' Luthor thought to himself. He indicated for Celestia to re-open the portal and started to speak through the transponder once she had. "Mercy, it's me. Have numbers six and zero sent to these coordinates. I want them here by tomorrow." Celestia closed the portal once he was done.

"Who did you call?" she asked him, to which Lex smiled and replied.

"Beings who prey on fear."

"I'm not sure of this plan Luthor, but you have not given me a reason to doubt you yet. But that doesn't mean I trust you that much. So I will say this now. If any of my subjects are hurt during this attack...I will kill you myself." Luthor watched her leave with a cold frown, his own rage boiling inside him.

'Once I rule over your pathetic land Celestia...you are the first to die.' Celestia walked out of the chamber with her head swirling, as if the darkness that had constantly followed her was beginning to fade.

'I do not know what this plan of Luthor's is, but this time I will be ready in case one of the beings goes rogue,' she thought to herself as she came to a stop and looked out the window. 'Why...was I being so cruel to Superman again? Even though he wears the symbol of ancient alien invader, he still has only helped since he got here. Why was I...?'

----=---

Elsewhere

"The sensor ponies have finally found one of the champions, thanks to a signal sent through space that they managed to pick up. Now I can go finish him and put an end to the silver one's charade."

"Are you certain that you need to go? From what you told me, Superman is as strong or stronger than you. He might...kill you."

"No, he will not. It is not in his nature."

"But you may not make it back. He might lock you away for good?"

"Possibly, but that is a risk I must take in order to keep this kingdom safe...to keep you safe. I promised that I would use all of my power to protect you and your family...and I will not fail again. I must go now, the time window is short."

"Wait, before you-!"

KABOOM!

"...And there he goes again. I know you want to protect me, but I'd rather you do it by my side. Please come back to me safely...Teth."

Bringing Them Together

"...And so the princesses and myself have agreed to the peace conference with Chrysalis, which we have scheduled for this afternoon," Twilight said to Superman as he sipped on the coffee she had ordered for him. The four princesses had debated late into the night if they should hold the conference or not, due to the fact that it might be another trick by Chrysalis. Twilight had wanted a large number of guards at their side, and she wanted it to be held in the center of Canterlot, but only Celestia had agreed to that plan of action. Luna had won in the end with the suggestion that they hold it in Ponyville, near all the Elements of Harmony and with Superman there to watch over the entire conference--in case anything were to happen. Twilight had been given the task of informing the others and Superman of the plans, which she did this morning. "You'll be there along with the Elements for security reasons, in case Chrysalis does something."

"She won't try anything, I can guarantee that," Superman said as he sipped his coffee, ignoring all the ponies that were staring at the princess and the super hero sitting in the café. The owner of the café had nearly fainted when Twilight had asked for this table and had immediately given it to her. Even though Superman had wanted to pay for his drink, Twilight treated him anyway. He told her, though, "This is the first chance the changelings have had to negotiate peace with the ponies, and she won't mess it up. Truth be told, I'm more worried about the four of you."

"You think we'll be the ones to try something?" Twilight asked so loudly that Superman didn't need his super hearing to catch the rage in her voice. "We're the good guys; we're the ones who save the day! How could you think that WE'LL try something?"

"There are two sides to every story," Superman said, as he finished off his coffee and handed the cup to the waiter who was circling their table. Twilight continued to 'chew him out' as they left the café even though Superman was ignoring her for the most part. He was more concerned with the rainbow Pegasus that was flying at them at top speeds, meaning that either there was trouble or something had really excited her.

"SUPERMAN!" RD screamed as she came shooting by them, blowing Twilight off her hooves and making Superman's cape flap around. She skidded across the ground for about twenty feet before coming to a stop, and rushed over to him with a huge smile on her face. "Ohmygoshohmygoshohmygosh! You'll never guess what happened!" she half-screamed as she bounced up and down in place with a massive grin. Twilight grumbled as she got up and walked over to them, while Superman took a guess.

"Let's see...has it something to do with the Wonderbolts?" Superman asked her, smiling a bit to himself when he saw her face go from excited to a bit upset.

"Way to ruin the surprise," she said with a sigh, but immediately turned her frown into another smile as she remembered what she had come to talk to them about. "But that's not important! What is important is that the Wonderbolts are coming to Ponyville in a few days!" she half-screamed as she hopped up and down, much to the amusement of Superman and Twilight.

"Rainbow, I know you're excited, but I need you to be focused for later today," Twilight reminded her. RD sighed at the killjoy but quickly got over it.

"Tickets go on sale later today! Ponies from all over Equestria will be attending, so I need to get them early! How late will the negotiations go?"

"I already told you, as long as it takes," Twilight said with a frown. "We're going to have all of the princesses together for this and I don't want anything to go wrong. We all need to stay focused and-"

"Gotta go," Superman said quickly as he launched himself into the sky and into the distance, leaving Rainbow Dash to snicker at Twilight, who was trying to pull her mane out in frustration.

"Come on Twi, you know that's what he does," RD said to comfort her friend even though she was still snickering. Twilight sighed as she waved the waiter over and told him what was happening later today, ignoring his body language when his pupils shrank and he looked at her in terror. Twilight had chosen this restaurant as the place for the meeting, and she wanted everything to be perfect, stressing that last word to him. He saluted with a nervous smile before sprinting off to the back to tell everypony what was going to happen. RD sat down and ordered a drink, while Twilight constantly looked at the clock on the wall, nervously.

"Do you think that the princesses will make it in time?" Twilight asked Rainbow, who rolled her eyes. She knew where this was going. "What if they decide not to show up and Chrysalis comes and nopony's here to greet her? What if Chrysalis doesn't show up at all instead? What if she does show up but it's with a massive army to try and enslave us all?!" Rainbow Dash sighed as the waiter brought her drink to her. RD took a long gulp. Twilight always got like this whenever something big happened.

"If she does show up with all her forces, then Superman will simply beat her back into whatever rock they came out from," Rainbow told her friend as Twilight continued to panic.

"Have we arrived at a bad time?" Rarity asked as both she and Fluttershy walked over to the two of them, Rarity raising an eyebrow at the panicking Twilight. "She freaking out over the meeting?"

"Yep," Rainbow Dash agreed while Twilight dragged the waiter over to make sure everything was going perfectly. Then Rainbow looked over at Rarity and it was her turn to raise an eyebrow. "Why are you wearing twenty pounds of makeup?" she asked.

"Oh, all this?" she asked with a smile as she showed off with a pose. "I have to look my absolute best when the princesses arrive if I hope to impress them."

"Superman won't be there," Rainbow said quickly, watching with a grin as Rarity's face fell and a surge of anger overtook her.

"WHAT? Do you know how hard it is to put on this much makeup in such a short period of time?!!!" she screamed to herself, much to the amusement of Rainbow and all the ponies watching, except for the still freaking out Twilight. Rarity went on for a few more minutes about what difficulties she had getting all of it on, until she noticed RD's snickering face. "He's going to be there, isn't he?" she asked with dawning realization as she placed a hoof on her face.

"Please don't let that stop you, go on," RD said with a chuckle. Rarity frowned at her as she pulled out a chair and sat down next to her. "So how are you doing Fluttershy? Haven't heard anything from you since Canterlot." Fluttershy gently pulled out a chair as well and sat down, trying to gain the waiter's attention, but he couldn't hear her.

"Not much, just helping one of my birds with a cold," she said as she tried again to get the waiter's attention as he walked right by her. "Unfortunately some of the medicine I needed was in Mareyland, way too far away for me to get. But-"

"Superman was there to help you out," Rarity said, already knowing the answer.

"Yes he was. He flew to the city and back in a matter of seconds, even paying for it for me," Fluttershy said with a small smile. "And that isn't the first time he's helped either...actually, has he done anything but help since he got here?"

"Yeah, he showed up Rainbow at the Iron Pony games," Applejack said with a grin as she walked into the outdoor area of the shop, Applebloom walking right behind her with a smile. "But mostly he does help out. Howdy, everypony, heard that we were waiting here for the princesses."

"That's right Applejack, so try to be on your best behavior for them," Rarity said as she turned to see the two of them. "Oh right, I was supposed to bring Sweetie Belle as well. Hold on a minute." Rarity shot out of her chair and ran down the street, leaving AJ to take the chair that she just vacated.

"So how much longer until the princesses and Chrysalis arrive?" AJ asked them.

"No idea. Maybe ten minutes, maybe another hour. I just hope that Superman returns in time, I feel nervous about Chrysalis being here without him," Fluttershy said softly, and she had finally managed to flag the waiter down.

"I would have to agree with you there." All of the ponies turned with smiles to see the first of the princesses to arrive, Cadence. Twilight squealed as she hopped out of her chair and tackled her sister.

"Cadence!" Twilight said happily as she let go of her sister and helped her up. "You got here early! And...where's my brother?"

"I left him at the Crystal Empire, in case Chrysalis uses this opportunity to attack my home," Cadence explained as she started to look around nervously. "Um...where is Superman? I was told that he was going to be here?"

"He flew off to help somepony, I assume," Twilight said as she brought Cadence over to the table with the other ponies, who all greeted her with smiles. Twilight pulled out a seat for her and helped her sit down, before getting back into her own chair. "He'll be back, don't worry. How's the baby?"

"He or she hasn't done anything, it hasn't been that long since we last met," Cadence said as she gently placed a hoof on her stomach. "I also met up with Luna and Celestia before I headed here. They'll be down soon since they were arguing about something when I walked in on them."

"Wonder what the princesses would argue about?" Pinkie asked. All of the ponies screamed while Pinkie waved down the waiter (who had been working all day and felt rather tired) and ordered six separate drinks. "It's not like the two of them to argue, they're such good friends after all."

"Uh-huh," Cadence said slowly, not used to...Pinkie. "But actually they argue like this more often than you'd think, so I'm sure they'll be fine."

"Princess Cadence, glad to see that at least one princess has decided to show," Rarity said with a smile as both she and Sweetie Belle walked over to the outdoor restaurant. Rarity scowled at AJ as she had to grab another chair, while AB and Sweetie Belle met up with smiles. "It is almost time for Chrysalis to arrive and we're missing not only the princesses but also Superman. This meeting isn't off to a good start."

With all of the Elements and two princesses gathered in the same place, quite a crowd had been attracted to the small restaurant. Scootaloo had shown up to join her fellow crusaders, as well as Diamond Tiara and Dinky, each of whom was greeted with smiles. While they waited for the others to show, Twilight and Cadence started talking about how the Crystal Empire was getting along and possible names for the child. AJ and Rarity got into a heated debate about all the makeup she was wearing, while Fluttershy was content to stare at the birds circling overhead. Half an hour passed as the girls chatted away, a talk that was interrupted by the sight of Celestia and Luna's carriages heading towards the town from Canterlot. All of the ponies bowed as the carriages landed, letting the two most powerful ponies in all of Equestria out. Celestia and Luna didn't look at the ponies bowing (or each other for that matter) as they walked to the café and sat down at the two chairs that the previous owners vacated for them.

"So Chrysalis is not here yet?" Luna asked the ponies as she looked around. "She must be gathering as many forces to come with her as she can."

"We must be on our guard, Elements," Celestia told her six most trusted ponies as she too looked around. "We do not know what tricks Chrysalis will have cooked up, but we must be ready for them. Has anypony seen Superman?"

"Yes, where is the man who is supposed to watch over the peace signing?" Luna asked the ponies, each of whom looked at her with a shrug.

"Wait, I see him!" Scootaloo cried out as she pointed off to the southern part of town. All turned towards where she had pointed, seeing the familiar red and blue flying towards them. What they didn't expect to see was the black figure flying beside him as well.

"It seems that Chrysalis joins him," Celestia said coldly as the two got closer.

"Yes, but I see no signs of her forces," Luna muttered as she looked around. "Why would she come to one of our strongest villages without her soldiers?"

"We'll find out." Superman and Chrysalis touched down just outside the restaurant, one smiling at the ponies gathered around while the other gave them all a cold glare. The citizens would have normally run in terror at the sight of Chrysalis, but the mere presence of Superman told them they had nothing to fear. Chrysalis walked into the dining area with Superman right behind her. As she sat down across from the two rulers, the ponies noticed that she had a small changeling on her back that was slightly larger than the larva they had seen. She gently levitated the changeling off her back to place him on the ground before turning towards Celestia and Luna with a cold stare.

"Hello, princesses," she said with venom in her voice. Celestia and Luna glared back, but none dared to move as Superman stood beside the table, looking at both parties with a careful glance.

"Chrysalis," Celestia responded curtly, her gaze going from the queen to the changeling that hid behind her mother's leg. "And who is the little one you brought with you? I didn't know that you were so desperate for forces that you resulted to using children." Chrysalis hissed at that statement and almost considered leaving right there, but the reminder of what this could do for her people kept her in her seat.

"Not that it concerns you, but this happens to be my eldest daughter," Chrysalis explained, indicating the changeling at her hooves. "Since she will one day replace me as leader of the changelings, I have brought her here to see how a negotiation among ponies can go."

"I'm surprised that you only brought her with you," Luna said, wanting to learn why Chrysalis had come mostly alone. "Since you are in the middle of our land, I would have thought that you would have brought your whole army. Especially with Superman to watch you." Much to Luna and the others' surprise, Chrysalis actually smiled at that remark and chuckled to herself.

"The two of you seem to forget that the threat from Superman goes both ways," Chrysalis reminded the both of them with a nasty smile. "Because if either of you try anything, I have been promised that he will use that same power against the two of you. I came alone as to...tempt you a little. So please try something, I would love to watch him throw you into space. Maybe he would throw you so hard that the both of you could visit the moon this time." Both Celestia and Luna growled at that statement as Chrysalis smiled on, but Superman chose that moment to speak up.

"I only stand here to keep things from getting out of hand," Superman reminded them sternly. "Both parties willingly agreed to have this meeting, but either party is free to go at any time. Although I would like to remind you that this peace would be beneficial to both of your nations." The two groups frowned at the same time, both knowing he was right. So with all the ponies watching, the two groups began negotiations.

"I will start," Celestia said quickly. "In order for this peace to work, the changelings have to promise not to attack any more pony civilizations or homes. Ever." The tone in her voice made what she said sound final, but Chrysalis had some things to say as well.

"The only reason the changelings ever bother to attack your ponies is to feed off the love that they all generate," Chrysalis shot back quickly. "My people would and will starve without the constant supply of love, and I will not ask Superman to feed the entire nation again." All of the ponies looked at Superman when she said this, who simply shrugged in response. "If you wish for us to stop attacking you, then you must let the changelings be allowed into your cities to feed."

"The changelings will cause panic wherever they go," Luna cut in with a frown. "They have a history of causing mayhem, even in small groups. And surely you exaggerate when you say that you're kind are starving." She said this last part not to Chrysalis, but to Superman, who had seen the inside of the changeling hive.

"What she says is correct, I saw a large number of changelings starving when I was invited to their home," Superman said, confirming Chrysalis' story. Luna frowned again as Chrysalis gave her a smug little smile. "And the process for which they feed is practically painless, except when you try to feed a large number of them at once." Luna hadn't known if Chrysalis had been telling the truth, but with Superman's confirmation on the matter she knew it had to be true.

"What do you think, sister?" Luna asked Celestia, who put her hoof under her chin and started to think. She didn't trust Superman, but she had been vaguely aware of the changelings' situation for a while...at least she had heard rumors.

"If we set up scheduled days where the changelings came to cities or town to feed, then I believe that something could be worked out," she began calmly. "Once a week, with none of the changelings in disguises or some other form. I will inform the ponies of what is going on so that they remain calm. If you can keep the changelings under control, then I see no problems that could arise. Does that sound fair?" Chrysalis frowned, hoping that the love energy could just be delivered to them, but she figured that Celestia's offer was a fair one.

"Very well Celestia, I agree," she said, causing the ponies who had been holding their breaths to sigh. The three leaders then began to speak about how and where the feedings were going to happen and how it would be done, taking the most part of an hour just to figure out which cities would be the main feeding places and how long it would be. When they had finally finished this debate, Chrysalis was about to begin discussion about land and territory, but a small black hoof pulled at her leg.

"Momma, I'm bored," the little changeling said. "Can I go look around?" The fear that immediately sprung to Chrysalis eyes was noticed not just by Superman, but all of the ponies there. Superman knew that she didn't want her child running around a land full of ponies that hated them, especially after what happened with Sombra. She was about to say no when Superman placed a hand on her shoulder.

"Don't worry, I'll watch over her," Superman assured her with a smile.

"Then how will you keep an eye on us?" Chrysalis asked, trying to be sarcastic.

"I'll have to trust you to be adults," Superman said with a smile as he knelt down so he could talk to the little changeling. "You can go play if you want, but you have to stick with me. That okay?"

"Sure Superman!" she said in an excited tone, running out of the café with a smile. The ponies were surprised by the way that the changeling reacted to him with such a friendly attitude, but the news of what Superman had done for them had become the only thing that the changelings had been talking about the past few days. All of the changelings had come to trust Superman (whose respect for him was just below that of their respect for their queen) and this one was no exception. While the crowd parted to let Superman and the changeling through, none of the ponies noticed the CMC, Diamond Tiara and Dinky running after them through the crowd (except for Superman). The two of them came to a stop just on the outskirts of town, where the changeling looked around while the CMC ran over to them. The changeling ran behind his legs as the fillies came to a stop in front if him.

"Hiya!" Applebloom said with a smile to the changeling, who got even closer to Superman's legs. "Um, nice to met ya?"

"Don't worry, they're not going to hurt you," Superman said comfortingly to the small changeling. She looked up at him nervously before stepping out from behind his legs to meet the five.

"H-hi," she said softly, trying not to look any of them in the eyes. Sweetie was the first to step forward and offered her a hoof with a massive smile.

"Nice to meet you. I'm Sweetie Belle!" she said. The small changeling looked at her hoof as if she had no idea what to do. Sweetie picked up on that almost immediately. "Um, you're supposed to shake my hoof and introduce yourself."

"O-oh," she stammered, gently grabbing her hoof and barely moving it. "My name's Insectum, Princess of the Changelings." All five of the fillies' jaws dropped at that, their faces causing Insectum to become nervous. "Um, did I say something wrong?"

"No, it's just...we didn't know that changelings had a princess," Scootaloo explained awkwardly as she walked up to Insectum. "Oh, I'm Scootaloo by the way. Nice to meet you."

"Yeah, we always thought that the changelings only had a queen," Applebloom added, as she too walked up to Insectum. "Name's Applebloom. Howdy! These two are Diamond Tiara and Dinky." The other two fillies waved at her and she waved weakly back.

"N-nice to meet all of you," Insectum said timidly, looking down at her hooves.

"Back to what we were saying, why does the changelings have a princess if they need a queen?" Scootaloo asked her.

"Because the princess is who's supposed to take over after the queen dies or retires," Insectum explained with a confused look. "That's how things work in my home. The queen rules while the princess has more limited power. Isn't that how it works with the ponies?"

"No, we just have the princesses," Dinky told her, confusing her even more. "But enough about boring politics. You said that you wanted to have fun right?" she asked Insectum with a smile, who nodded slowly, not sure where this was going.

"I have an idea for fun," Scootaloo cut in, turning all their attention to her. "How about we play, 'what will we do that will make Superman come and save us'!"

"Wait, what?" Superman asked, certain that he had heard wrong.

"Yeah, it's one of our favorite games!" Applebloom said excitedly. "Each of us thinks of something more and more dangerous until we reach the one that causes you to interfere. The one who thought of it gets to win! We figure that one of us might get our cutie mark for most superhero rescues!" Superman looked dumbstruck at the fillies for a minute, no idea what to say.

"That's your idea for fun? Thinking of stupid ways to get me to save you?" Superman asked in disbelief, wondering where this idea had come from. "How is that fun?"

"Did you really think that we'd actually wrestle sharks or jump off of cliffs?" Sweetie asked him with a sly smile. "Of course not, it was all part of our game." Superman stared at the three smiling fillies for a minute before slamming his face into his palm with enough force to shake the ground.

"The three of you are going to be the death of me," he muttered to himself through his hand.

"How can we do that? We can't hurt you," Sweetie reminded him.

"Not what I meant," Superman responded as he moved his hand. Insectum slowly raised her hoof and coughed slightly, but still managed to gain the ponies' attention.

"Um, back home we play hide and seek in a massive tournament," she said gently. "The changeling who can hide the longest is considered to be the greatest shapeshifter and gets the approval of Mom. I haven't gotten a chance to try it yet, but I really want to. So...if you five don't mind..." The three members of the CMC all smiled at each other while Dinky and Tiara seemed to be on board as well.

"CUTIE MARK CRUSADERS HIDE AND SEEK...ers," they yelled out together before starting to talk about who would be first to go and how long should they count, while Superman was trying to get the ringing out of his ears from their yell. It had been decided that Dinky would be first to seek while the others hid. Most of the girls hid in predictable places, behind trees and such, but he raised an eyebrow when Insectum changed herself into a very convincing imitation of a tree. In fact, if he didn't have x-ray vision he might have mistaken her for a tree. Superman watched over them as they played for a while, as well as occasionally glancing over at the princesses to check up on them. The fillies had gone from hide and seek to wrestling, to which he found that Insectum was quite the wrestler. What took his attention away from the playing fillies was the fact that Cadence had broken away from the group and was walking towards him.

"Conversation getting dull?" Superman asked her as she walked up beside him.

"All they're doing is argue about territory and how the changelings need supplies or how the ponies have none to spare," Cadence said with a groan. "Ugh, sometimes I'm thankful that my kingdom is located so far up north." Superman tuned in on the conversation going on with the princesses to confirm what Cadence was saying. Just like she said, Celestia was going off with Chrysalis over how they couldn't spare resources, whereas Chrysalis responded with how they needed the supplies.

"They really like to fight, don't they?" Superman asked her with another sigh, this not being the way that he wanted the peace talks to go.

"Don't blame them, changelings and ponies haven't gotten along since they first met," Cadence said, explaining what Superman already knew. "It's been that way for hundreds of years and will probably stay that way. We just can't get along."

"Can't get along..." Superman muttered to himself as he looked from the arguing princesses to the fillies and the changeling, who were rolling around on the ground with hugs, smiles and a ton of laughter. "Right." And right there was what he was hoping to achieve with this peace meeting, to help heal the scars of past wars and fights. And even though the princesses and the queen might not get along, the fillies and Insectum showed him that there was hope for the future of the two groups. "Have you ever thought about what would happen if the two did get along? That maybe the changelings aren't all bad as you had thought?" Cadence turned her head away from Superman, but he already had seen her face and knew what the answer was.

"No, I haven't," Cadence said with a bit of rage as she looked at Superman. "Why? Because Chrysalis came and tried to steal my husband away from me, to take over Canterlot and ruin my perfect day. On that day I saw her as a monster!"

"But how do you see her now?" Superman asked her. "Now that you've seen her as a mother that cares for her children? Just like you."

"I...I don't know," Cadence responded softly. "I don't know what to think of her anymore. But I'm not going to forgive her for what she's done."

I'm fine with that, I'm just asking you not to hold that grudge against all of the changelings, because as you can see," he said as he indicated the group who were still playing. "They can get along with the ponies just fine."

"Always the optimist, aren't you?" Cadence asked him with a sigh of defeat.

"Always," Superman responded with a smile. "Just think it over a bit. Don't hate all of the changelings just because of what Chrysalis did." Cadence turned to leave, but Superman had one last thing to say. "Also...I know you hate her, but at least try to bury the hatchet with her. Living with vengeance and rage in your heart isn't the way to go through life...trust me, I've had friends who have gone down that path." Cadence gave him one last look before heading back to the debate, leaving Superman to float over to the group, who had started to exchange stories about their homes.

"You girls enjoying yourselves?" Superman asked them.

"Yeah, I'm having tons of fun!" Insectum exclaimed with a huge smile as she sprung to her hooves. "I learned so much about friendship and Equestria in the short time that I've been here! I had no idea that there were multiple types of ponies or that Rainbow Dash is the greatest pony in the land!" Superman gave Scootaloo a look when she said that. "It's been a great day!"

"Yeah, Insectum's just been telling us a bit about her home! Changelings lead weird lives," Tiara said.

"Our lives aren't weird!"

"Well I'm glad to see that you're all getting along," Superman cut in before they could start arguing. "Especially with how the conversation over there is going. I just hope that-" Superman stopped mid-sentence as something caught his ears, a sound that he hadn't heard in a while. He spun around and looked up into the skies, his ears ringing at the sound of fire against a shield. Something...or one, was entering the atmosphere.

"Superman, what's wrong?" Applebloom asked with a bit of concern.

"All of you. Get behind me," Superman ordered as he took up a fighting stance, his eyes narrowing on what he saw coming towards them.

"But-"

"Now." His tone told them that this was not the time to be arguing and they all ran behind him just as the flaming meteor became visible to all the ponies. He watched as it came slamming down into the ground in front of them, kicking up a cloud of dust as the girls screamed. They all watched with awe as a creature floated out of the crater, gasping when it floated out of the dust. It was as tall as Superman, with a yellow suit and red skin. A yellow ring was on its right hand and a small gold rod was on it's belt. While the girls looked at him with confusion, Superman immediately knew who it was.

"Hello, Superman," it said to him with a sinister smile.

"Sinestro."

Foriegn Thunder

"What are you doing here, Sinestro?" Superman crossed his arms and asked his foe in yellow, making sure that the fillies and Insectum were safely behind him. The Elements of Harmony, along with the princesses, ran over to Superman, their jaws dropping as well when they saw the cause of the impact. Sinestro looked at his ring, which glowed with a yellow light, before he looked back at Superman with a sinister smile.

"Why am I here? It's simple, Superman--to kill you," Sinestro said with a smirk. "And this is the best chance I will have since you are too far away from your precious watchtower and Justice League. You have been a pain in my side for far too long," Sinestro glared as he pointed his ring hand at him. "I have been channeling the fear I have found since I got here to kill you. And today that is the-" Sinestro cried out in pain as Superman grabbed hold of his ring arm, twisting it to the point where Sinestro was forced to the ground from the pain.

"Superman, who is this?" Twilight asked him, starting to walk over to him, but she was stopped by a look from Superman that told her not to get closer. "He speaks as if he knows you and...why does he want to kill you?"

"This is Sinestro," Superman said as he applied more force to Sinestro's arm, forcing him to his knees. "He's a member of the Yellow Lantern Corps and a constant irritant of the Justice League. I have fought with him in the past, but I have no idea why he's here. Why are you really here?" he asked Sinestro again.

"It's as I said, to kill you-" Sinsetro cried out in pain again as Superman started tightening his grip on Sinestro's arm, hearing the bones begin to crack.

"You can't beat me Sinestro," Superman said calmly as Sinestro tried to concentrate, but it broke when Superman twisted his arm again. "Even with your ring, you should know that."

"Maybe by myself I cannot defeat you," Sinestro said with an evil smile as he slowly reached for the device on his belt. "But that is why I did not come alone!" he yelled as he hit a button on the device, making Superman drop him so that he could throw himself over the fillies. He braced himself for the impact and pain...that never came. Sinestro looked down at the device in confusion, pressing the button a few more times with growing rage. Superman stood up and turned around to face Sinestro with a smirk, crossing his arms yet again.

"It seems that your master plan didn't work," Superman said with a smile as Sinestro continued to press the button. Then Superman let his arms fall to his side while he cracked his neck, the playful smile vanishing from his face to be replaced with a look of determination. "So I hope you don't mind if I go ahead and-" His words were cut off mid-sentence as two massive grey hands burst from the ground and wrapped themselves around Superman's legs. Superman looked down with shock at the grey hands, seeing an old foe bursting out from underneath him. The fillies screamed as they ran away from the massive, grey body emerging from the ground, holding Superman by the ankles. Superman immediately broke free with a kick and drove his fist into the grey zombie's chest before receiving a blast of yellow light into his back that drove him to the ground. Superman shot back up to his feet only to receive a massive punch to the face that sent him flying back into the side of a building, cracking the stone walls upon impact. The ponies all looked upon the scene with shock, since the only other creature they knew that could toss Superman like that had planned to invade their home.

"Solomon Grundy," the grey beast known as Grundy said as he slowly looked over at the ponies, changelings and others and started to march towards them. The princesses and Elements placed themselves between the children and the grey creature, but Grundy barely managed three steps before Superman's fist slammed into his jaw with bone breaking force. Grundy went sailing back from the force of the punch and would have likely sailed across the country if Sinestro hadn't caught him with his ring.

"Well that was a surprise," Superman said as he reached up and cracked his neck, looking over to Sinestro with a raised eyebrow. "I thought that was a boom tube generator, but the weird design threw me off. What intrigues me is the fact that you brought Grundy here instead of trying to teleport me to the farthest reaches of space like you did Green Lantern. What I want to know is how you managed to activate a boom tube without it making the booming sound it's known for. Care to answer?" Sinestro frowned, knowing that Superman was now ready for anything he might try and at the present distance between them, Superman would have his hand around his throat the moment he tried something. He had to stall for time as his ring gathered more power.

"If you must know, I used the ring's power to encompass the tube when I summond my ally Grundy here," Sinestro said with a smile as he indicated the massive brute next to him. "I also brought him in underground in hopes that he would be able to hold you off long enough for me to trap you in the tube. I know that if I just fired it at you, it would be a futile effort with your speed."

"Well your plan failed," Superman said with a smile.

"Grundy crush Superman!" he commanded.

Grundy yelled as he charged the Man of Steel. Superman rolled his eyes and ducked Grundy's massive right, countering with three quick punches to the gut, that knocked the wind out of Solomon. Grundy doubled over from the blows and staggered back while Superman brought his fist back, measuring his own power so that he wouldn't destroy the surrounding buildings with the force of the blow. He then slammed his fist into Grundy's jaw. The force of the blow, while it didn't destroy the buildings, still blew out all the windows with the shockwave and forced all in the area to cover their ears. Grundy was launched back up into the sky before he came crashing back down to the ground, where he tried to sit up before he collapsed. Sinestro looked from the beaten Grundy to Superman, who had begun to walk towards Sinestro while cracking his knuckles.

"So, Grundy's down and you know that you're way out of your league," Superman said with a smirk. "So are you just going to give up or what?"

"Not as long as I have this!" Sinestro yelled, pulling out a small device that had green energy radiating from it. Superman's eyes widened as he realized what it was, just as the pain began to start.

"Oh, you recognize this. My employer told me that it would burn you like the fire pits of his planet. Now then, we have one more guest to arrive before I-"

"SHAZAM!"

Superman barely registered the sound of that chilling voice calling down one of the few things that could hurt him before a massive lighting bolt came crashing down from the sky and drove itself into Superman, letting the magical energy tear through him. Superman screamed as the force of the magic drove him to his knees and blurred his vision. He didn't need his sight to know who the figure was that landed in front of him.

"Black Adam," Superman growled before being blasted back by a bolt of lighting by the figure who was standing before him. Behind the figure, Sinestro was cursing to himself as he held the smoldering remains of his only defense against Superman. As Superman struggled to get back up, he realized that Adam looked a little different than he was used to seeing. His normally black suit had red streaks mixed in with it, and he wore a cape with a hood similar to what Captain Marvel wore...And on his head was a black circlet with his lightning bolt in the center.

"I have finally found you," he said in a low voice that was brimming with confidence. "I have come here to deal with you once and for all, so that her rule will be absolute." THAT got Superman worried. To have Sinestro show up on this planet with Grundy in tow to defeat him might be a plan that any supervillian would think up to get rid of him. But Black Adam, one of the few threats to the League that could go toe-to-toe with him and had a slight advantage, along with Sinestro and Grundy? This was not just a simple plan to do him in, there was a mastermind behind this. But much to Superman's surprise, he saw that Sinestro was looking at Adam in confusion as well.

"Who are you working for?" Superman demanded as he shot back up and threw himself at Black Adam, driving his shoulder into his gut and threw Adam over his head. Superman then spun around and drove his leg into Adam's back, sending him skipping across the ground while Superman flew after him and caught him by the throat, lifting him up as he tightened his grip. "Who are you working for?" When Adam simply sneered at him instead of answering, Superman scowled and brought his fist back. When he tried to swing, yellow light wrapped itself around his arm to stop his punch, making Superman look back at Sinestro who had trapped him and left him open to attack. Black Adam channeled magical power through his fist and drove it into Superman's jaw, breaking Superman's grip and driving him back.

"I work for no one!" Black Adam yelled as he smashed his knee into Superman's jaw before punching him twice in the face. "There is only one other I will consider listening to and only her! But after I destroy you and the other champions, then I will-!" Superman cut off that rant by blocking another punch and headbutting Adam in the nose before unleashing a barrage of punches into Adam's gut. Adam responded with twin lightning fists to Supe's jaw and knocked him back. Superman skidded to a halt and started to strike back, only to have twin massive grey arms wrap around him. Superman drove his head back into Grundy's nose as he tried to break free, but Adam got there first

"I will not allow you to interfere," Adam said before he started to wail on Superman, giving him no chance of fighting back. The ponies could only watch in horror as Superman was constantly pounded by the magic-powered fists, which were confusing his senses to the point where he was struggling to see straight. "I have always hated you, Superman, from everything you stand for to your actions. You are one of my most powerful foes, and yet you serve those you should rule over. If you had ruled over them, then the world would be at peace, for who would argue with you?" Black Adam then stopped punching Superman and moved to the side to dodge a blast of magic, looking to the ponies who had just shot at him with anger spreading on his face. "Do that again. Watch what happens," Adam said with a growl as he started to march towards them. The ponies all started to back away from him as he advanced, lightning flashing in his eyes.

"Get behind me girls," Twilight said to the fillies as she and the others prepared themselves to fight.

"You are foolish, if you think that you can fight me, Twilight. Attack me again and I will consider you a foe," Black Adam said with rage in his voice as he turned back to Superman...only to receive a blast of heat vision to his face. The impact sent Black Adam crashing across the ground, giving Superman the chance to break free. Superman started off by kicking Grundy in the leg, shattering the bone and causing the zombie to howl with rage. Getting rid of Sinestro came next, so Superman turned his vision towards the yellow lantern and fired off a beam of heat vision into his chest, slowing him down just enough so that Sinestro had time to throw up a shield around himself. Once he knew that Sinestro wouldn't be lethally harmed, he then turned up the power and let the full power of his heat vision consume Sinestro and his shield. Sinestro dropped to a knee, while he struggled to place as much fear into his ring as he could to keep his shield strong enough to fight off the beams, beads of sweat dripping down his face as cracks began to appear in the shield. Superman would have broken through the shield if Black Adam hadn't slammed into his back while grabbing his cape, spinning him around before tossing him off into the distance and flying off after him. Superman caught himself and lifted both hands over his head, bringing them down with a thunderous impact on Black Adam's head. Adam crashed back into the ground with a massive shockwave.

"Grundy crush-" Grundy began, but Sinestro held out a hand to stop him.

"Wait, let's see where this goes," Sinestro muttered as Superman flew up to Adam again, winding up a punch.

"Do we really have to go through this again, worm?" Black Adam asked as he caught Superman's punch in his hand and responded with an elbow to the jaw, staggering Superman. "You know that I am your superior! My magic gives me power far above yours! You are just an-!" Once again Superman cut him off with a knee to the jaw, ending his monologue before it began. Black Adam growled and forced his magical lightning to course through his body before firing right into Superman's chest, sending him crashing into the ground near the ponies. He groaned and looked up, watching Black Adam fly towards him.

"Superman!" Rainbow cried as she rushed to his side. Superman got to his feet, wiping away a bit of blood from his mouth. "Are you alright? It seems that-?"

"Luna. Celestia. Can the two of you put a barrier around the town and the other ponies that can hold off massive shockwaves?" he asked the two princesses as he stared down the floating Black Adam, who was being watched by Grundy and Sinestro.

"Yes, we can, but why would you ask?" Luna asked him. Superman let out a sigh and gently let his arms fall to his side as he closed his eyes. The ponies looked at him, wondering what he was doing when the ground began to shake as Superman opened his eyes.

"Because I'm going to have to get serious," Superman replied. "The shield, now." Luna and Celestia combined their magics to encompass the town and all the ponies (including the Elements of Harmony and the fillies), leaving Superman alone against the three foes.

"Grundy beats man to death, then beat ponies," Grundy growled before Adam grabbed him by the back of his shirt and threw him aside.

"You realize that a barrier won't protect them from us," Black Adam said with a growl. Superman didn't respond, only stared at the three of them with a cold stare.

"Luna, I'm going to say this in advance," Superman finally said, turning his head slightly to look at her "I apologize for all the destruction this is going to cause."

"What are you going on about?" Black Adam asked. "Hurry up and-"

Now the ponies had seen a number of weird and interesting things in their lives, ranging from a full-on invasion to a master of chaos changing them into opposites of themselves...Weird stuff. But today they saw something that stunned and terrified them. They watched a battle of gods. Superman had flown right up to Black Adam during his rant and drove his fist right into his jaw, creating an incredible shockwave that shattered the ground beneath Superman, and rocketed Adam into the sky and right out of the planet's gravitational field. Sinestro and Grundy both looked up to where Black Adam had gone before slowly looking back down to a smiling Superman.

"Grundy scared," Grundy said as he backed up a bit.

"I think I am too," Sinestro added as Superman started to head for them.

"One down, two to go," Superman said as he crouched down, letting the ground shake beneath him as he prepared himself. Then, faster than any of the ponies or his foes could see, Superman launched himself into Grundy and drove both of his fists into and straight through Grundy's chest. Grundy looked down at the twin holes that were now in his chest and back up to Superman, who pulled one of his fists out of Grundy's chest to punch him in the face with bone-shattering results.

"And that's two," Superman said with a smirk as he turned to Sinestro, who backed away slowly with worry in his eyes. "So we're right back where we started. Are you just going to surrender or...sigh, hold on a minute, I'll be right back." Superman shot off into the sky with both arms outstretched, bringing one fist back as he and Black Adam collided far above in the atmosphere, but still creating a shockwave with enough power to blow away any clouds in the area. Superman drove his fist into Adam's gut while Adam responded with a headbutt to Supe's forehead. Superman ducked under a lightning-charged right hand and countered with a fist to the stomach again.

"SHAZAM!"

Black Adam kicked Superman below the belt before diving under him, bringing the lightning down upon Superman. The lightning collided with Superman and drove him straight down to the earth below, exploding in a storm of lightning and thunder.

"SUPERMAN!" Rainbow Dash screamed as she burst through the princesses' shield with her Element of Harmony and raced over to Superman, who was pulling himself out of a crater that his body had formed. "Oh my gosh, are you alright? Superman...you're bleeding." Superman wiped his face with his hand, and when he looked at it his hand was smeared with blood.

"You shouldn't be here! He's going to-" Superman began, but another lightning bolt coursed through his body and blasted him back, leaving RD to spin around to face Black Adam alone as he landed in front of her. Black Adam looked down at her and snarled, letting lightning crackle through his hands as he advanced towards her. RD looked back at Superman, who was struggling to get up, but Adam's magical lightning kept him from doing so, leaving RD alone to face Adam. She glared up at Adam and indicated for him to 'bring it'. He snarled as he too spun to face her, but Superman drove himself into Adam's side and sent them both backwards, where Adam knocked him away. RD watched as Adam kicked Superman while he was down, until a shadow fell on her, and she looked up there was Sinestro standing over her.

"Despite the fool's interference, I could do with a hostage to keep Superman at bay," he said with a smile as he pointed his ring at her. RD backed away from Sinestro in fear, but a hand grabbed Sinestro's arm and spun him around

"You dare to harm them?!" Adam yelled as he pulled Sinestro forward and drove his fist into Sinestro's gut, shattering the shield Sinestro had placed around himself and sending the lantern flying backwards. Adam then glared down at RD, who backed away even further. "Leave the battlefield. I cannot guarantee your safety if you stay."

"What are you doing here? You were not recruited to fight with us!" Sinestro spat out at him as he struggled to get back up, coughing up a bit of blood. "And why do you care if any of these ponies are harmed? I was hired to kill Superman! And once I do, my employer will assist me in killing that infernal Hal Jordan! Why should you care if any of them are killed?" Sinestro's eyes widened as Adam pointed his fist at Sinestro, lightning crackling along it.

"Say that again," Adam whispered, confusing the Man of Steel, who struggled to his feet. Even though Superman couldn't move too well, he was nonetheless stunned by what he had just heard. Black Adam was protecting the ponies and Sinestro had been hired to kill him? That confirmed his theory that someone had sent Sinestro here. But why was Black Adam here?

"Then I will kill you as well!" Sinestro roared as he fired his ring, his eyes widening when he watched Black Adam dodge the shot with a growl.

"Fool!" Adam yelled as he smashed his face into Sinestro's nose, shattering it and knocking him out cold, as Adam tossed him to the side. "I followed you here when I heard of the chance to end the Superman once and for all, before she could finish her plan. But you are too reckless to work with. I must stop Superman before they are assembled, no matter who I have to go through!" Superman caught Sinestro's body and placed it next to the ponies' barrier as he spun around to drive himself into Adam's gut, knocking him up far enough so that he could grab his leg, and toss the former champion into Grundy, who had been recovering near the buildings. Both of the villains went crashing through the structures, bringing them down as they passed through them.

"You worthless, filthy, insect!" Black Adam yelled as he cleared out the rubble around him with a massive explosion of magic--while tossing away Grundy. "I will end you!" he half-screamed as he charged at Superman, driving his shoulder into Superman's gut and sending the both of them into the town of Ponyville. Superman went back first through multiple buildings, all the while punching Adam in the face. Adam skidded to a stop as he wrapped his arms around Superman's waist and lifted him above him, before driving him head first into the ground. He kicked him onto his back before jumping onto his chest. He tried for another blow when a rainbow blur flew by him, giving Superman a chance to back away

"You again?!" Adam screamed as he turned to face RD and fired a storm of lightning right at her, lightning that she couldn't avoid. But right before it hit, a blur of red placed itself between her and the lightning....just as Adam had predicted. Superman gritted his teeth as the power coursed through him, feeling like he could collapse at any moment. But the thought of who was behind him gave him more than enough strength to fly through the lightning and drive his fist into Adam's face.

"You insolent...worthless...peasant!" Adam screamed as he began delivering punch after punch to Superman's face. "I am a god! You dare to touch me!? You dare to-?" Superman brought one of his hands up to catch the next punch, wrapping his fingers around the fist as he began to crush it. Adam winced as Superman got to his feet and continued the pressure, looking at him with rage in his eyes.

"Well Adam, this peasant hits back!" Superman yelled as he continued to tighten his grip, while swinging his other arm back to build up power before driving his fist into Adam's face, creating another shockwave that ripped apart the homes that they had been driven through. Black Adam was rocketed into the barrier that the ponies had set up, and his impact into the shield created massive cracks all along it. Black Adam bounced off the shield and landed on the ground, slamming both his fists into it to create a massive shockwave that brought down even more buildings, trying to bury the ponies to distract Superman. Superman heard the cries for help from the ponies that were in danger, but he had something to do quickly before he saved them.

"I'll be with you in a moment!" Superman yelled as he drove his fist into Adam's face, creating another massive shockwave that launched Adam off into the distance. Superman then went back to the collapsing buildings, looking to start with the one which would trap the most ponies. He burst through a stone wall to find six ponies hiding inside, quickly scooping them up and getting them outside to safety. He heard two more cries for help, but as he turned to help them RD flew in and quickly got those two out, placing them next to him just as the building they were in collapsed.

"Thanks for the help," Superman said with a smile of relief, right before Adam tackled him again and launched the two of them into the sky. RD watched them fly higher and higher as she too shot into the sky after them, hoping that she could help Superman in some way. Adam spun around Superman and wrapped one arm around his throat while wrapping the other under his arm, placing Superman in a choke hold.

"Once I am rid of you, there will be only one other opposing fool!" Adam yelled at Superman, moving his head to the side as Superman shot a blast of heat vision at him. Adam tightened his choke and angled Superman's head away from him, allowing RD to look right into Superman's eyes. Superman looked at her with a wink before he inhaled deeply and started to vibrate, vibrating his molecules at such speed that he slipped through Adam's grasp. Both Adam and RD looked at him in disbelief as he turned around with a smile and he drew his fist back.

"And for my next trick, I'll make you disappear," Superman said with a smirk as he drove his fist into Adam's chest. The power of the punch sent ripples across Adam's shocked features right before he was blasted off beyond the horizon. Superman had hit him with such strength and speed that it took three seconds before RD felt the power of his punch--when the shockwave finally went off, which would have blown her away if Superman hadn't caught her with in his arms.

"W-what did you do to him?" she asked wide-eyed as she looked off into the distance where Adam had gone.

"Sent him around the world, express flight," Superman replied as he turned around, calculating in his head how he was going to do his next move. "Can I ask you to stand a little ways back? This is going to be a big one." Rainbow did as he asked, following his gaze towards the horizon. She squinted as she saw what looked like a small black dot appear on the horizon. Superman clenched his fist and brought it back for an uppercut, timing his attack to perfection. When Black Adam was a few feet in front of him, he swung up with a good portion of his might. RD watched with a dropped jaw as Adam went flying off into space from the punch, with Superman rocketing up after him. Superman shot past Black Adam and came to a stop in the upper atmosphere, raising both hands over his head. When Adam reached the zenith of his ride, Superman slammed both fists into his back to send him hurtling back towards the planet.

When Superman finally reached ground zero, he found that his aim had been perfect and Black Adam had landed in a lake far outside the town. And while the lake and all the surrounding area may have been blasted to ash, the town (for the most part) and the ponies in it were unharmed. He did a quick scan of Black Adam to confirm that he was still alive before he landed next to the dumbstruck ponies, whose barrier had shattered from the sheer force of the impact.

"You...you," Twilight began, but Superman knew what she was going to say.

"No, he'll live. He's more or less immortal," Superman explained, his superhearing picking up another sound an he turned to see Grundy getting back up, roaring at him with rage. "Excuse me for a minute, this will be quick." Superman threw himself at the zombie and ducked the obvious right hand that Grundy had wound up. Superman grabbed him by his leg and began to spin, building up enough momentum to create a small tornado before aiming Grundy at the stars and letting go. Superman placed one hand over his eyes with a smile as Grundy sailed off to the stars faster than the ponies could believe.

"That was...wow," Rainbow Dash said as she floated down next to him, looking at the contrails left from where Grundy had broken through the planet's gravitational field. Then, a thought clicked in her head and she looked up at Superman with her eyes even bigger than before. "You really don't let loose often, do you?" For the second time that day, Superman just winked at her instead of answering as the other ponies and changelings walked over to him.

"Well, it seems that you have thoroughly thrashed each of them with a power that I could never have even comprehended," Chrysalis said with a whistle while she looked around at all the destruction with a smile. "I'm impressed."

"I see why you apologized about the damages earlier," Luna said with awe in her voice as she gazed over the landscape as well. "This will take a while to clean up."

"I'll help if you want, but right now I'm more concerned about why three of the League's villains just happened to show up on this remote planet," Superman said with a frown as he looked over to where Adam lay. "How did they know I was here or that I was the only Leaguer as well? Something doesn't add up." Fortunately for Celestia, her quickening heartbeat was muffled under the sound of hundreds of hooves running towards the group, as the entirety of Ponyville all ran out of the town with huge smiles. Superman looked around awkwardly as the ponies began to cheer and chant his name, not helped by RD elbowing him in the side.

"Well whaddya know, they actually like you," she said with a playful smile. Superman looked down at her with a smile as well, not forgetting how quickly she had helped him with rescuing the citizens, or how she followed him when Black Adam had him in a choke hold--And she said that she wasn't as good as him. A few of the ponies' cheers turned into screams, gaining the attention of Superman. Black Adam was slowly pulling himself out of his crater and looking over at Superman with a snarl, shakily getting to his feet as he pointed a finger at Superman.

"You...think that you have beaten me?" he asked Superman as he began to stagger forward, with Superman floating over the crowd to place himself between him and the ponies. "I...am a protector! You are just a fool!" Black Adam brought his fist back and tried to punch Supe in the jaw, but Superman ducked it and punched him in the gut, dropping Adam to all fours.

"And you're all out of steam," Superman replied as he crossed his arms. "Give up, you've already lost."

"NO!" Adam roared as he flew back, channeling his body with lightning. "I will not fail her! I will not FAIL!"

"But you will fall," Superman retorted. Adam screamed as he flew forward with both feet extended, just as Superman flew towards him with one fist raised. The two of them collided and sent out a massive shockwave that blinded all the ponies momentarily. When it finally cleared, the ponies saw that Adam had been sent skidding backwards and Superman floated over him.

"Like I said, you lose."

"No, Superman. You have." Then Adam screamed into the sky before he drove his shoulder into Superman, dragging him into the sky with him. Adam shot a bolt of magic lightning into Superman's face before throwing his arms up, summoning a massive thunderstorm around him. Superman flew forward to attack him again when a bolt of lightning shot down in front of him, heading for the ponies below. He dove down to intercept, taking the lightning in his back.

"Your compassion may make you stronger, but my mission surpasses yours," Adam said as he grabbed Superman from behind, holding his head as lightning began to strike the both of them. "And if I must destroy you completely to protect, so I shall." More lightning had begun to descend upon the two, but it was also landing near the ponies, causing another mass panic that sent ponies running everywhere. Superman tried for the vibration trick again, but this time Black Adam sent lightning coursing through his body, stopping Superman's attempt to escape. "You will not escape me again, Kryptonian. You will die."

Superman watched as another lightning bolt headed for the pregnant Cadence...only to watch as Chrysalis threw herself in front of it--and took the brunt of the blast with her shield for the princess behind her. In that split second of confusion where Adam saw only the changeling take his blast, Superman pushed with all his might and drove the both of them into the sky. Once they were both in the thunderstorm, Superman forced his arms out of Adam's grasp and slammed his hands together, the shockwave it blasted the clouds apart. While Adam screamed at his action, Superman once again vibrated himself to escape Adam's grasp. By the time Adam realized what he had done, Superman had already wound up his punch.

"You're done." And with one last punch to Adam's stomach, the former champion went sailing down towards the planet, landing just outside the town. Superman had held back with that punch as much as he could so that it would only damage Adam, but the destruction was still beyond anything the ponies had seen, as it wiped out the hillside next to the town. Superman floated down next to Adam, who was struggling to pull himself out of a newly made crater.

"Why? Why are you stronger than me?!" Adam roared as he charged his fist with magic and tried to strike Superman again, but Superman caught his wrist and punched him in the jaw to knock him back down. "Why doesn't my magic hurt you?"

"Oh it still does, but I've been watching when you concentrate your magic in certain areas, like you did your fist," Superman explained. "After the first time you smacked me around, I asked Captain Marvel for some help in fighting people like you. And as long as I dodge your lightning and magic fists, I can handle you fairly well." Adam looked down at his fist in rage, not believing that he was being beaten by such a weakling. What was worse, the weakling was mocking him and treating him as if he were a joke. He looked past Superman towards the ponies that were standing away from them. He knew that if he unleashed his last resort, odds were they wouldn't survive. But...

"No Superman, you have no idea the power I wield," Adam whispered as he stood back up, muttering to himself. Superman tried for a punch, but Adam caught it with one hand, looking up at Superman with a cold stare. "I did not wish to resort to this, but if I must..." Superman's eyes widened a bit as he felt a chill in the air. "Shazam." Superman roared in pain as the magical lightning bolt came down again and struck the both of them, but when the pain cleared he expected to see Teth Adam standing in front of him. But instead, Black Adam was still there, but his suit had gone from black and red to a pure white, with a power flowing through him that made the hairs on Superman's neck stand on end.

"What have you done Adam?" Superman asked as Adam let go of his fist and allowed Superman to fly backwards, looking up at Superman with eyes that crackled with power. This was not the Black Adam he knew. This Adam felt much stronger than the other one and maybe...was stronger than Superman.

"You are not the only one who fights to protect now," Adam said as he brought his fists up, confusing Superman as he heard the sounds of two voices talking instead of just one. "Now, die." The ponies blinked once and the next thing they saw was Superman laying on his back with blood running down his face, with Adam standing over him. They had only a second to wonder what had happened before the entire area was ripped apart by the force of their impacts, that just now caught up with their movements.

"He knocked down Superman," Twilight said in disbelief. Adam reached down to pick up Superman, but the Man of Steel was fast enough to kick Adam in the gut and knock him away, getting back up with a glare. Superman was worried. In that massive exchanged of blows, he had confirmed what he had feared. This Adam was stronger than he was. The two collided again, the ground beneath them shattering into splinters from the force of their impacts. The ponies once again missed the two super-beings trading blows, due to their speed, but they witnessed the result of Superman begin slammed into the ground with blood flying from his mouth. Superman struggled to get to his knees when Adam kicked him in the gut, sending him skidding across the ground. Superman roared in retaliation and threw a punch that caught Adam in the jaw, but Superman screamed in pain as his fist collided with an electric barrier. Superman flew back and held his now numb left arm as Adam walked towards him.

"You call yourself a protector, but all you've done in the past is destroy!" Superman said with a growl as he flew forward.

"That was who I used to be. But now..." Adam responded as he ducked the punch and caught Superman with an uppercut, knocking him into the air while he followed up with a knee to the jaw. Adam then grabbed Superman by the throat and threw him to the ground, casting his head back as he cried," Shazam!" The bolt descended upon Adam, who moved out of the way to allow it to strike Superman, causing the Man of Steel to cry out in pain. Adam finished by driving both his feet into Superman's stomach before he kicked him away, slowly walking towards the smoldering hero.

"Before I kill you, I want you to tell me something," Adam said as electricity started to crackle all throughout his body. "Where is the one in silver? Where is she hiding?" Adam lunged at Superman who caught his fists in both his hands, struggling to keep Adam from overpowering him. The ponies all gasped in disbelief as a massive burst blew off of them from the sheer force of the two titans pushing against each other. And then to their horror, Adam started to push Superman back. "Where is she?!" Adam roared again.

"Who are you talking about?" Superman asked, glaring into Adam's cold eyes. Except...his eyes weren't as cold as he remembered. They were still dark, but there was a small warmth to them now. There was a desire to protect in them, similar to the desire in his own eyes. And for that one moment, when Superman looked into his eyes and was shocked by what he saw, Adam took that moment to break the stalemate and drive his knee into Superman's face, sending him flying back into the ground with a blast of lightning.

"The silver one! You would not be here if not for her!" Adam roared again.

"Who are you talking about?" Superman asked him as he slowly got back up, coughing up blood as he struggled to remain upright and to see through his blurry vision. "Who is this 'she' you keep referring to? What silver one?" Adam looked at Superman with a confused look, before he closed his eyes and began to laugh, a laugh that seemed more full of glee than evil.

"You truly do not know. When I sensed you here, I thought for certain that you had been chosen, but for some reason she has left you out," Black Adam said with a smile. "Then she is not here and you are no longer a threat to my queen...which means that she may be trying to pick another. Since you were not chosen, then there is no longer a reason for me to be here. I will not finish you this time Superman, but if we meet again, beware. SHAZAM!"

Superman backed away as the lightning bolt came down again, and when the dust cleared he found that Black Adam was gone. Superman tried to let loose a sigh of relief, but all he could do was cough up more blood as he fell to his knees. He still had no idea what Adam had been talking about, but at least he was gone and the ponies were-

"NO!"

Superman spun around at the cry and found that it wasn't over yet. Sinestro was standing in the center of the crowd of ponies, bleeding from the nose, but he was hold Insectum in one hand while pointing his ring at her with the other, a thin yellow blade at the changeling's throat.

"Don't come any closer Superman! I'll kill it!" he said with the voice of a desperate man. Superman could have kicked himself for forgetting to remove the ring, but right now all he needed to focus on was the hostage situation. "I may have lost the battle, but I will still kill her!"

"Put her down Sinestro, this is between us," Superman said calmly, thinking of all of his possible actions that would result in saving the changeling. With he shape he was in, he wasn't certain that he would be fast enough to stop Sinestro in time before he could use the ring. Sinestro snarled and moved the ring closer to her throat, drawing a bit of blood. The princess had no idea what to do while Chrysalis was trying to keep tears back.

"No Superman, you made this about them when you decided to come here," Sinestro snarled. "I'll kill her if you even blink, because there are plenty of other hostages all around me." Sinestro then slowly looked from Superman to the changeling, a small smile crossing his face. "Actually, I think I'll make an example of her to show you just how serious I am,,,To put fear in your heart as it were. So say goodbye to-AAARRRGGGGHH!" Sinestro screamed as a blast of blue magic caught him in the face, staggering back as Luna fired again. And in that moment, Sinestro's concentration was broken and his shields fell. Sinestro growled in pain and tried to use the ring...only to find his hand no longer there. Sinestro screamed again as he dropped to his knees, looking through the tears in his eyes at the smouldering stump that used to be his right hand. Superman caught Insectum before she hit the ground and before his eyes had turned back to their normal colors. The yellow ring fell to the ground at Sinestro's feet, and he scrambled forward to grab it...only to stop when he saw the red boot standing next to the ring.

"By all means, Sinestro, pick up the ring. Continue the fight," Superman said in a very dark tone, glaring down at the cowering Sinestro with red eyes as he held Insectum close. Sinestro looked into Superman's eyes for a few seconds before he looked at the ground, defeated. Superman turned around and walked over to Chrysalis, handing her child to her. He then flew to the town and ripped a lightpost out of the ground and wrapped it around him. Superman picked up the boom tube off of Sinestro, flipping it on and changing the coordinates for the Watchtower. He pointed the tube away from the ponies and turned it on, creating a massive portal in front of him. Superman picked up Sinestro and threw him through the portal, picking up Sinestro's ring and throwing it through next. He then clicked off the tube and crushed the device in his hand, frowning at what this meant. If he were correct, the inclusion of a boom tube meant that Darkseid was involved. And that couldn't end well.

"I'll be right back," Superman said to the ponies as he shot off into the sky and headed for Canterlot. There was only one place on the planet that he hadn't checked, and he intended to remedy that mistake. If one of his foes were to be hiding in Equestria, a lead-lined room that was soundproof was perfect. It might be an invasion of privacy, but he had to know. Superman put both fists forward and smashed a hole through the wall of the room into which he couldn't see or hear, ready for a fight. But as he scanned the room, he frowned to find that besides holding his ship, it was empty. At super speed he flew around the room, but it was just as empty as it looked. So with one last frown, Superman turned and headed out through the hole he had made. He began to fly towards Ponyville, but pain coursed through his body and he lost his concentration, falling to the planet below.

Author's Note

And yes, I know that I'm using Grundy again. I don't care. I like Grundy. Grundy's the best zombie ever. I will probably use him again in a future story. Have you heard his rhyme? He's a zombie that rhymes. How is that not awesome? And yes, there is a reason Adam talks like this.

Buried

"What do you mean that you've sold out of tickets?!" Rainbow Dash screamed as she tried to throttle the ticket pony, who covered behind his register from the wrath of the rainbow. "Do you know how long I've waited to see the Wonderbolts in their new stadium live and you're telling me that you're out of tickets?!" The ticket pony moved down even further into the ticket booth, not sure if the glass in front of him would keep her out for long.

"L-like I told you Ms. Dash, the tickets all ran out earlier today," he whimpered as he huddled in the corner, trying to avoid her gaze while he covered his face with his hooves. "They were all bought out almost immediately by ponies all over the town and across the country. They all sold out a few hours ago; there's nothing I can do!" RD gave him a look of sheer rage and slammed her hoof into the ticket booth, cracking the brick and causing the ticket teller to scream like a filly as he hid under his desk. Fortunately for him, Twilight was there to pull RD back with her magic, not amused by her antics. Twilight and Fluttershy had come along with her just in case something like this happened.

"Come on RD, he said that he didn't have any tickets left," she said to the still-angry RD, trying to be the voice of reason. "They all sold out when Ponyville was attacked. There's nothing you could have done. The princesses and Chrysalis have almost managed to come to terms on peace, and ponies will no longer have to fear attacks from the changelings." The peace talks had not yet been completed and due to the attack, the two parties had decided to save the rest of the talks for the morning. So RD had decided to spend the rest of the day trying to get Wonderbolts tickets.

"But it's not fair!" Rainbow cried with a loud groan, as Twilight walked her away from the ticket booth and the still-cowering teller. "I helped Superman save the ponies and somewhat helped him fend off those guys that attacked him! How come I can't get a free ticket! I'm one of the Elements of Harmony and a friend of the princesses for crying out loud! It's just not fair," she lamented in frustration as she kicked a rock next to her hoof. Twilight rolled her eyes but Fluttershy tried to comfort her upset friend.

"Look at it this way," Fluttershy said as she indicated all of the buildings and ponies. "Thanks to you and Superman, there were no lives lost during the attack and the damage to the city was nowhere near as bad as the last time our super criminals attacked. Is a pair of tickets really more important to you than the lives you saved?" Fluttershy asked RD with a smile. RD looked away with a grumble about how she'd like both. Twilight also followed Fluttershy's gaze at the town, frowning as a thought crossed her mind that she hadn't really thought of before.

"We really were lucky that Superman was here," Twilight said to herself, gaining the other two's attention as she turned to look at them. "Think of all the crises and attacks that have happened in the past week, and just how lucky we were to have Superman with us at those times. The CMC would be dead if Superman hadn't been here, Chrysalis and Sombra would probably rule over all of Equestria if he hadn't stepped in, and with all these recent attacks that only he's been able to stop, I'd say that were lucky...no, we are blessed to have him here."

"That's a lot of praise coming from you Twilight," Rainbow noticed with a bit of disbelief. "I thought you were with Celestia in the fact that you didn't trust him." Twilight shook her head slightly as she looked at the minor destruction with a sigh.

"I didn't at first. It's just...how can somepony with so much power be so good? How can he have no desire to rule or to at least be thanked for what he does?" she asked them with confusion in her voice, shaking her head again as she became more frustrated. "From what I've seen, he doesn't even want to be thanked, let alone rewarded. That Sinestro guy is what I imagine when I think of a pony with godly powers, but not the way Superman acts. He just...doesn't make sense to me."

"Maybe he just is that good," Rainbow said with a shrug, having spent more time with him than any of the other ponies and knew the way he thought and acted. "It may not seem like a pony like that could exist, but he's the living definition of selflessness." Now it was Fluttershy's turn to look at Rainbow with a curious expression.

"Wow, Rainbow, it sounds like you really respect him," she said with a bit of pride, hoping that she had gotten over her feelings of failure.

"Of course I respect him, he's only the hero that's saved us multiple times in the short time he's been here," Rainbow said, holding her head high. "I'm glad that I can call him my friend and that I got to know him. But one day I will outrace him, even if I have to train for ten straight years!" Rainbow Dash looked off towards the sky with a huff, while Twilight and Fluttershy both smiled at each other, glad to see that her competitive edge wasn't gone just yet. "But still...I know that I have my limits and though I may no longer be the fastest flier in Equestria, I can still do my part to help."

"Wow, Superman really can do the impossible, he managed to humble you a bit," Twilight said with a smile as Fluttershy giggled to herself. RD glared back at them for a second, before she rolled her eyes and turned back towards the town, all of them stopping as a red and blue blur shot off into the sky with multiple sonic booms following him. "Seems that something's up."

"Yeah, and at that speed, it's something serious," RD muttered as she started to flap her wings. Then, to the surprise of all the ponies there, Superman wobbled in the air and crashed into the ground, kicking up a large cloud of dust and dirt as he impacted the earth. "SUPERMAN!" Rainbow yelled as she raced over to where he had crashed, while he pulled himself slowly out of the crater he had made, panting heavily as he did so. "Superman, what's wrong? Have you been attacked?"

"No...Rainbow...just hurting," Superman said with pain in his voice as he struggled to breathe, getting to his feet weakly. RD was about to ask him what happened, but Twilight and Fluttershy took that moment to interrupt.

"What happened to you? Did the ground do something evil?" Twilight asked with a smirk that quickly became a frown when Superman nearly fell on his face." Whoa there, what's the matter? I've never seen you like this?"

"The magic...Black Adam...used on me," Superman panted as he pointed at the "S" on his chest, which still had a dark burn mark on it. "I haven't....fully healed yet."

"Wait, magic can have this extreme an effect on you?" Twilight asked. "But mine or the princesses' magic barely did anything to you."

"Your magic...is nothing compared to the power he wielded," Superman panted, doing his best not to let the tears fall from his eyes. Twilight shook her head with a frown as Shy walked over to examine his wounds.

"Oh my stars," Fluttershy whispered as she looked over his injuries. "You're hurt pretty bad. But I didn't know that-"

"Powerful magics are among the few things that can get through my natural toughness," Superman said as he winced at the pain coursing through his chest. "But that's not important right now, there are ponies in danger and they need my help. I need to-" Superman's sentence was cut off as he fell to his knees from the pain and struggled to force himself back up.

"Oh no you don't, you're far too hurt to go," Fluttershy said as she ran in front of Superman. When he tried to push past her, Fluttershy unleashed the stare upon him to stop him. But she quickly found out what happened when somepony tried to get between Superman and innocent lives, as she was quickly subdued by the glare he gave her, that shattered the stare completely.

"Hold on Superman, I agree with Shy," RD butted in. "You're in no shape to be flying off into the unknown. Come back to Ponyville and let's see if we can fix you up a bit before you fly off." Superman looked down at her with attitude, but he knew that she was right in saying that he was in no shape to be fighting. And him being even a little less than one hundred percent could be bad. But still...

"I'm sorry, but I have to-"

"What is going on?" The ponies and Superman turned to see princess Luna land next to them, looking from the crater in the ground, to the dirt on Superman with a raised eyebrow. "I wondered what caused that massive earthquake that I felt back in the town, but the answer should have been obvious. So what did the ground do that envoked the wrath of Superman?" she asked with a smile.

"Not now Luna, there are ponies in danger," Superman said as he floated into the sky, but the pain coursed through his body again and he fell back down with a thud. Luna and the ponies raced over to him as he forced himself back up.

"You are in worse shape than I thought," Luna said as she looked over his body, seeing the areas where the magic had damaged him. "Tell me where the danger is and I'll go deal with it. You need to heal as fast as you can. After those last two attacks, I'm afraid what would happen if another beast showed up and you weren't at one hundred percent.

"I won't let anypony die," Superman growled as he pushed himself back up. "And I won't let any of you stand in the way of me protecting them, even if it is for my own good."

"You are no longer able to make statements like that in your current condition," Twilight said with a smile. "In fact, I think that I could-" Her words died in her mouth as Superman appeared in front of her faster than she could register.

"Still think I can't do it?"

"Nope."

"Superman please, let me handle this," Luna begged as she stepped between him and Twilight. "I want you here in case something else goes wrong or another enemy attacks. Let me handle this, trust me." Superman opened his mouth to answer, but as the pain ran through him again he found that her argument had its valid points. So far they had been attacked by three of the most dangerous creatures in his universe, and if Darkseid were involved, this might be the tip of the iceberg. If he were off somewhere else, the next attack might come and he wouldn't be able to help. Plus, she was in far better shape then he was.

"I'm still going, but you can come with me if you choose to," Superman said sternly as he turned around and flew off. Luna nodded as she opened her wings and took to the sky after him. The ponies watched as the two flew away before Twilight shook her head with a sigh.

"I think he's more stubborn than you, Rainbow," Twilight said with a sigh. RD chuckled at that as Fluttershy began to ask Twilight if she knew any cures for magical injuries. The group sat and talked for ten minutes when they all saw something interesting. Superman was coming back.

"Why did you come back?" Rainbow asked as Superman landed on all fours in front of them, sweat running down his face.

"The danger wasn't as severe as I thought. I got the situation under control, but Luna can finish the rest," he said with a bit more strength in his voice since the sun's rays were working their magic on him.

"Well, let's get you back to town. You need to rest," Fluttershy said gently, with Superman nodding his head in response.

"Wow, you really got the crap kicked out of you, didn't you?" RD said with a whistle. Superman narrowed his eyes at her as she and Twilight helped him back to his feet and started to float him toward Ponyville, Fluttershy flying behind them. When they arrived back in Ponyville, Twilight and RD dropped him off at the restaurant where the ponies had been eating and helped him into one of the chairs, shooing off the media that tried to talk to him. While Twilight and Shy kept the hounds at bay, RD floated over to Superman and leaned in close.

"Okay, drop the tough guy act and tell me what's going on?" she whispered to him in so quiet a tone that only he could hear. "Who was that guy that beat you into the dirt and why didn't he finish you? And don't say you were holding back because I've spent the most time around you and I can tell when you're serious." Superman sighed as he looked at her with worry written on his face.

"That was supposed to be Black Adam, a god-like being who wields the power of magic, but the person I fought was nothing like the Adam I know. He was...a lot less arrogant than the one I know and he seemed to only be after me, which is rare for him. But what scares me the most is his power. He was nowhere near that level the last time we fought, and I feel sorry for whoever this silver person is...because Adam will be a force to be reckoned with."

"Would he have killed you if the battle went on?" RD asked him with worry in her voice, her frown growing longer when he didn't answer. "How could he have hurt you so bad? You're-"

"Just because I'm Superman doesn't make me immortal. And just because a foe is stronger than me doesn't mean I won't fight." Rainbow didn't like the idea of there being somepony that could hurt Superman, but what she didn't like even more was that Superman seemed to think he had been toyed with. Who could toy with Superman?

"Will you face him again?"

"I don't know. From the way he was speaking it seems that he's hunting someone," Superman said with a frown. "If I run into him again, I will stop him, but I don't know if I can track him at the moment. His skills with magic are impressive and that's just the Black Adam I'm used to. This one...is much more dangerous. That's why I took Luna up on her offer, so that I could rest in the sun and recharge in case he comes back. Plus, from what I hear, she's doing alright." RD wanted to ask him another question, but a hooffull of fillies chose that moment to come running over to him in.

"Hi Superman!" they all said at once with smiles, smiles that turned to frowns as they saw the damage on his suit and face.

"Are you okay, Superman?" Dinky asked him.

"I've had worse," Superman said with a smile as he got down on one knee so he could talk to them face to face. "What can I do for the six of you?"

"Well, we all thought of a great way to get our cutie-"

"The answers are no and don't try it," Superman said quickly.

"But you haven't even heard what it was yet!" Scootaloo protested.

"Fine, what have you thought up to try and kill yourselves with this time?" Superman asked as he crossed his arms.

"We're going to be...Cutie Mark Crusaders Superheroes!" All six of them yelled out at once. Superman was surprised. He had expected something stupid like dragon taming or playing chicken with a train, but superheroes?

"I don't want to rain on your parade, but aside from Insectum being able to fly, none of you have anything that really counts as super powers," Superman said, immediately on guard when he saw all six of them look at him with smiles.

"Oh, we know we don't...but you and mommy do," Insectum said with a smile as she looked over at Chrysalis, who was glaring at the ponies that were too afraid to get close to her. "Between her magic and everything you can do, we figure that we have more than enough powers." Superman didn't want to admit it, but that was one of the more sensible ideas that they had in a while. And since he would be the one using the powers, he could control them so that none of them got hurt. He also figured that if he turned them down they would do something dangerous. "So will you do it?" they asked.

"Fine..." Superman said, gaining him a number of cheers from the fillies. Insectum waved over her mother and gathered the fillies around once Chrysalis had joined them.

"Is this another attempt for their foolish cutie marks?" Chrysalis asked Superman when she was told what they planned to do.

"If we don't do this, it will be something that might hurt them," Superman pointed out. Now that they were ready, the fillies started choosing their hero names, some of which made Superman chuckle.

"I'm going to be the Icemare" Sweetie Belle yelled out. "Beware my arctic breath!" She indicated for Superman to use his breath attack and he did so with just enough power that their manes got a bit of ice in them, gaining him an angry glare from Chrysalis. Once the fillies were done laughing and getting the ice out, Dinky went next.

"I am Gravi-mare! I can levitate objects with my mind!" It was Chrysalis' turn and she levitated the small filly with a roll of her eyes.

"And I'm that Mare-Bat!" Scootaloo said with an evil laugh as she pretended to wrap a cape around herself. "I sit in the darkness of the night and prey on criminals, but I'm also dark and vengeful." The fillies had no idea why that made Superman laugh so hard, but it took him a few moments to stop. The rest of the girls went on with their names, some of which reminded Superman of heroes back home, and Chrysalis helped out with the powers. Superman had to admit that he was having fun as the fillies ran around and pretended to battle each other, smirking as he saw Chrysalis smiling as well, although she quickly hid it when Superman looked at her. They played for a while longer before Superman noticed that another pony was watching them play, Cadence. When Superman waved for her to come over, she did so slowly, unable to look Chrysalis or Superman in the eyes.

"Is something wrong Cadence?" Superman asked her. She didn't answer him but pointed to Chrysalis and indicated for her to join her over by a small stream. Chrysalis gave her a wary glance, but figured that she wouldn't try anything with Superman around.

"So what did you want to see me for?" Chrysalis asked with a smirk as she and Cadence came to a stop next to the stream, Cadence looking down into the water. "Look, I don't bite...not anymore, so you can talk to me."

"Why?" Cadence whispered.

"Why what?"

"Why did you throw yourself in front of his attack like that?" Cadence asked her with tears in her eyes. "We're supposed to be enemies, but you nearly got yourself killed to protect me! Why did you do it?" Chrysalis blinked twice before she chuckled to herself.

"I simply was tired of having lightning shot at me and-"

"Don't lie to me Chrysalis, there is no way you would throw yourself in front of an attack that could stop Superman without good cause, especially to protect me. Why?" Chrysalis frowned for a second before she rolled her eyes with a smile.

"Don't assume I was protecting you, I'm still holding a grudge about that whole wedding fiasco and what you almost did to my larvae," Chrysalis said with a smirk. "No, what I was protecting was that little ball of joy down there." As she said this Chrysalis pointed to Cadence's womb, the alicorn's eyes widening in shock as she quickly wrapped her hooves around it.

"How...?"

"I'm a mother of four myself, you think that I wouldn't notice that little bump you have there?" Chrysalis asked her with a smug smile. Then the smile turned into a small frown as she thought more about why she did it. "Look...the reason I helped you is because I almost lost my own children a few days back (from you), and even though all of them were saved, for that short time I thought that I lost them. THAT was living hell for me, making me wish I was dead. While you might have survived the blast, I couldn't be certain that your precious cargo would. And as a mother who almost lost her larvae...I couldn't let you go through the same pain, even if I don't like you." When she heard what Chrysalis had said, Cadence broke down and started to cry, stunning Chrysalis, who looked back at Superman to make sure that he didn't think she did this. "Hey, buck up. Superman might flatten me if he thinks I hurt you."

"I'm sorry, it's just...after everything we've been though, that you risked yourself to save my child--and me...it's too much," Cadence said through tears as she started to cry again. "Thank you, thank you for saving us." Chrysalis was dumbstruck. A pony she considered to be her enemy had broken down in front of her and was weeping in gratitude for what she had done. It was a new experience for her.

"...I appreciate the gratitude and the love, really, it's delicious, but I'm not the one you should be thanking," Chrysalis muttered. "Thank Superman. He's the one who showed me what it was like to receive kindness for once. He helped me in my time of need when my larvae were in danger...and what kind of mother would I be if I just stood by and let what almost happened to me happen to another?" Cadence shook her head free of tears as she looked up at her "enemy" with a smile.

"He may have shown you the way, but you are the one who decided to act," Cadence said with a smile as she slowly extended her hoof. "I know that we have a history together and that we've both done some things that we hate each other for, but...I would like to try and start over. Can you forgive me for seeing you as a monster?" Cadence asked, remembering what Superman had asked of her. Chrysalis looked down at the hoof for a moment before she sighed and grasped it with her own hoof.

"Only if you forgive me for trying to take your husband," she said with a sad smile.

"Fine, but only after you forgive me for nearly trapping your larvae in a dark dimension."

"Only if you forgive me for trying to kill you...again." The two went on like that for another minute before they both laughed together and let go of the other's hoof. "Does that mean we've buried the hatchet?" Chrysalis asked.

"It's buried," Cadence replied. And even though neither of them saw it, there was still a massive smile on the face of a certain Kyrptonian who had heard every word. "I'd like to stay around longer, but...with all of the attacks as of late, I figure that it's best to return to the Crystal Empire. Especially with my cargo," Cadence said as she stood back up.

"What dangerous attacks?" Chrysalis asked with a sarcastic smile. "Do you mean the being of lightning or Sombra? So how will you be getting home? Most of the trains have stopped for today."

"Hmm, if only there was a certain flying alien that could be anywhere in the blink of a eye," she said as she placed her hoof on her chin, glancing over at Superman.

"I heard every word and I think I'm up for it," Superman said with a smile as he put Tiara down, (she was the wingless flier) and floated over to Cadence, scooping her into his arms. "We'll be at the Crystal Empire in no time."

"Bye Chrysalis and...thank you, from the bottom of my heart," Cadence said again.

"Enough, you're embarrassing me," Chrysalis said with a wave of her hoof as Superman shot off into the sky towards the Crystal Empire. Along the way he felt the pain go through his body, but he had healed to the point where he could ignore it. He landed on the balcony of the Crystal Castle, setting Cadence down as her husband came running over to her. Superman smiled as he saw the two embrace and took back off into the sky as he heard Cadence begin to tell Shining about what happened.

"That's funny, I thought she said that ponies and changelings couldn't get along," Superman said with a smile as he headed back to Ponyville. He flew with a smile on his face until he reached the airspace over Ponyville, where he prepared to land...until the sounds of something else entering the atmosphere caught his attention. With a scowl he looked to the sky, only to let loose a sigh of relief when he saw a green light. He flew up to meet the Lantern, startling the wielder of the green ring. "Surprised to see you out here Hal. Did the guardians send you?"

"The guardians picked up on yellow lantern energy in the sector and sent me to investigate," the Green Lantern, known as Hal Jordan said as he held a hand to his chest to steady his heart beat, looking at the devastation of the land with concern. When he had finished, he offered his hand to Superman, which Superman shook. "I've been flying for quiet a while to get here and I was ready for a fight. What I didn't expect to find was you. Why are you here?"

"Decided to take a detour on my way home and started to bond with the locals," Superman said with a shrug, to which Hal rolled his eyes in response.

"Clark, that's the third time you've done this," Hal said with a sigh, placing a hand on his face when Superman shrugged in response.

"How are things on Earth?"

"Chaotic. We've been working for nearly two full days now without sleep. Batman keeps telling us to suck it up," Lantern said with a sigh. "I don't know how he manages to work for fifty six hours like he says he does."

"Bruce can be a machine sometimes. He worried about me yet?"

"Actually, he said that you were probably off somewhere saving aliens. I hate it when he's right."

"I swear that he's psychic sometimes and he just hasn't told us. But to answer your question, Sinestro was here but I dealt with him already. Something that you and the Lanterns may want to know is that Sinestro got his hands on a fake boom tube generator."

"And that means Darkseid," Hal said with a scowl. "Wait, you already dealt with Sinestro? Where is he? And what do you mean fake?"

"Used the same generator to send him to the Watchtower. By the way, he's missing a hand now," Superman said, Hal raising an eyebrow in response. "And I meant fake as in a duplicate. A very convincing duplicate, but it wasn't the real deal."

"It got to the point where you had to take his hand off?"

"He had hostages and I wasn't at one hundred percent. I had to do it. But some things just don't add up. Why was Sinestro here without his forces or why was he holding a fake boom tube generator. Darkseid isn't the type to send other supercriminals at me without facing me himself. He prefers to fight me himself." Hal looked at Superman's face while he said this, noticing all the bruises and the black eye from which Superman was still recovering.

"Did he do this to you?" Hal asked with concern.

"No, this was caused by another villain. Black Adam," Superman said seriously, Both Hal's eyes went up in surprise this time.

"That can't be right. Adam's still locked up with his voice paralyzed. There's no way he could have gotten out of prison and here without one of us noticing."

"I don't think it was the Adam we know. He was a lot stronger than last time and he seemed more...caring." Hal placed a hand under his chin, not liking what Superman was telling him.

"That can't be a good sign. Are you coming back to the Watchtower? I know you don't need it but I can give you a lift."

"No thanks, I still need to get my shuttle back," Superman said with a thin smile. "Plus, this place has been in a lot of danger lately and i'd like to stick around until everything's safe. But when you go back, make sure you get the strongest leaguers we have and put them on standby. I have a feeling that one of the criminals on Earth may try something soon with me gone. Also, tell Batman what I told you. He might be able to make sense of this."

"Understood," Hal said with a nod as he turned and prepared to head back into space. "Are you sure you don't want me to stay? Sounds like things have been pretty busy here."

"You have an entire sector to protect, I think I can manage a single planet," Superman said with a smile. "Oh, if you see Grundy floating around in space, give him a lift. I don't want him coming back down and becoming the ponies' problem." Hal looked at Superman in confusion when he said ponies and Grundy in the same sentence, but he shrugged and figured the two had been through weirder stuff. "Also, if you don't hear from me in about a week, send the Justice League here...And be ready for a fight."

"Stay safe, Clark," Hal said as he turned and shot off into the sky, Superman watching the green trail for a moment until it left the planet. He sighed to himself and wondered if he should have asked Hal to stay, knowing that he might need backup. But then the sounds of ponies in trouble reached his ears and he turned to where the danger was, shooting off into the distance to save the day.

Breaking Borders

"...I understand why you refuse, but with you here my plan would be unstoppable," Luthor said through the portal that the scientist back at Lexcorp had created in order to get in contact with him, which he was now using to talk to another. "Yes, I know that New Genisis is your biggest concern right now, but...very well, I suppose I cannot force you. Good day...Mercy, close the portal. I wish to be alone." The portal closed in front of him as he reached up with his hand and placed it over his face, growling to himself in rage.

"Why was Black Adam here!?" Luthor growled as he paced around the room, infuriated that the appearance of the god had ruined his plans. 'Of all the times for him to show up. If he had just attacked Superman it would have been fine, but he also attacked Sinestro and Grundy, who were supposed to hold off Superman until I got there...calm down Lex. Fighting both him and Superman would have been a losing battle and he's gone now, so you just need to think up another way to trick Superman. Besides, Sinestro played his part perfectly, making Superman believe that Darkseid was involved. He still hasn't figured out that it's you.' Luthor's ears picked up on the sound of the door opening and turned to see Celestia walk into the chamber, with an annoyed and slightly suspicious look on her face

"How did you manage to escape Superman?" Celestia asked Luthor in the now-repaired lab. She had brought in her best builders and repaired the damage that Superman had caused within a matter of minutes, the combination of magic and skill finished the repairs quickly. "We thought that with his vision and hearing that-"

"That there was no place to hide from him? Dear Celestia, you give him far too much credit," Lex said with a small laugh, allowing himself to land on the ground. Celestia noticed that Lex seemed different each time she saw him, as he literally radiated with power. "You see, Superman, while aware of the fact that a higher power is at work, is not the 'brightest bulb in the rack' and is more concerned with keeping his image than he is at figuring out who could be sending his foes at him. That is how I managed to escape him time after time. His power makes him arrogant."

"Why, that is incredible; I meant, how did you escape him when he burst into the room earlier?" Celestia asked again. "My guards told me that they found him in an empty room when they burst in. Where were you?" Luthor sat down in his chair and looked up at the ceiling, smiling slightly.

"I was in space, Celestia," Lex explained. "A place where I cannot be heard and he would never think to look. After all, why should he? Who would dare attack a god like him from above? In the vacuum of space, he could not hear my heartbeat, leaving me alone to finish my work."

"But we thought he could hear all?"

"Oh, don't let what he says fool you. Superman can hear many things, but if he tried to listen to everything on the planet at once it would overload him," Luthor said with a knowing smile. "So he has tuned his hearing to pick up on cries for help or anguish, while other things may slip under even his gaze. He isn't perfect, although he may claim to be."

"If he wouldn't hear you, why go into space?"

"If you must know my friend, I was testing my powers," Lex said with a smile, clenching his fist and watching the atoms explode in his hand. "It will not be much longer before my power is able to combat his. Is the suit ready?"

"Yes, they finished it yesterday. Tomorrow we will bring it to you and see how it works. Then we can finally see if Superman can be--aghhh," Celestia groaned as she held her hoof to her head.

"The headaches back?" Lex asked.

"They are weakening. Luthor...I have a favor to ask," she said with uncertainty. "I know that Superman is supposed to be evil but...I don't know if I think that way anymore. So if you have to fight him, and I know you do, please spare him. He might be evil on your world, but here he has done nothing but help. Maybe you were wrong about him or maybe this isn't the one you know. He deserve a chance."

"I will...consider your offer," Luthor said with all the self-restraint he could muster as Celestia left the room. "...It seems that your mind control spell is beginning to wear off. You will need to remedy that yourself or I will do it for you."

'Can you do that?' a voice in the darkness of his mind asked.

"I have a...device...that allows me to suppress the minds of others and allows me to control them. It will work on her," Luthor said with a thin smile. "And that will leave all the power to you."

'Good. I'm glad I stole that red sun device or I would never have met you, Luthor. I'm also glad you offered to form this partnership. You are a wise man.'

"That I am. I have a few associates back on Earth who will keep the rest of the League from coming here, allowing you to battle Superman by himself. Are you certain that you are ready to face him?"

'Positive. But there is one thing I do not understand. If you were waiting for Superman to be weakened before attacking, why not attack now?'

"Sombra, you have a lot to learn about Superman. He could be facing Darkseid, Doomsday and Brainiac all at once with one foot in the grave, and I would still put all my billions on him. No, I must wait for the right moment and for my powers to match his. But enough about that, I think it's time you got let out early; On good behavior."

(S)

Superman arrived back in Ponyville later the next day after helping a town that had been flooded by a storm and a giant octopus, making sure that the ponies in the town were all fine before sending the creature back down to the depths. When he arrived back in Ponyville, he found all of the Elements of Harmony and Luna sitting in the café where they had started negotiations the previous day with Chrysalis sitting across from them. Once again, ordinary ponies had gathered around the café to see how this meeting would end. As he landed next to the ponies, the five fillies and Insectum all ran up to him with excitement and awe in their eyes.

"Hey Superman!" Dinky said with a smile. "Where did you go? Did you fight any evil? Did you save the day?" The other girls started to ask the same questions, but Superman held out a hand to quiet them.

"I'll talk with you later, girls. Right now it seems that there is still business to attend to," he said as he headed back to the table, pulling out his own chair and sitting between Luna and Chrysalis. He also noticed that Rainbow Dash wasn't there, but a quick scan with his x-ray vision showed that she was at the Ponyville hospital, along with the other two mares that he had seen there as well. Superman also noticed that Celestia wasn't here either, although his vision couldn't find her this time. He didn't think about it for long as Luna and Chrysalis continued their talks where they had left off, whether or not the ponies would help Chrysalis help rebuild her empire. "Is it alright for you to continue the meeting without Celestia here?" he asked Luna.

"Celestia asked me to finish this meeting by myself and I am more than capable of it," she said with certainty. "Now then, let us continue."

"Yes, let's," Chrysalis said in a warmer tone than when they had last talked.

"Even though we have made peace with you, giving you supplies to re-build your forces might inspire you to attack us again," Luna said with caution in her voice as she stared at what used to be a dangerous foe. "What guarantee do we have that you won't attack us again if we do help you to rebuild, or that you won't kill the ponies that we send to help you?" Chrysalis looked down at her child, thinking about her answer carefully before responding.

"I will not deny that I do not like your sister or most ponies too much," Chrysalis began, getting the hatred out of her before she continued. "But you saved my daughter when she was in danger, placing me in your debt. I would not make this promise to Celestia, but I will promise you--on my life--that I will not harm any ponies as long as they are willing to help instead of hurt." Luna looked at Chrysalis with uncertainty, wondering if Chrysalis could be trusted or not. But as she looked over to Superman, she remembered how much he had worked to keep them all safe. And she also knew that one day, he wouldn't be there to help them from the bigger threats and other enemies, so turning Chrysalis into a friend would be the best way to eliminate her as a threat.

"Very well Chrysalis, if you are willing to allow some of my personal guard into your city, we can begin helping rebuild your home," Luna agreed. Insectum smiled and ran over to the fillies, excited by how happy she was that her home was going to be rebuilt. "Some of our ponies have discovered a new vein of iron up in the north, so there will be extra supplies to help you." Luna then closed her eyes and took a few breaths before she looked back up at Chrysalis. "I never thought I would say this, but I hope that ponies and changelings can live together in harmony." Luna extended her hoof to Chrysalis, who looked at it as if it were a trap. "If we are willing to trust you, you have to be willing to trust us." Chrysalis sighed and looked down at her child again, who was nodding at her eagerly. She too sighed, and gently took Luna's hoof, shaking it to cement the deal.

"So we are agreed," Chrysalis said as the ponies all around them began to cheer, with Pinkie screaming about how she was going to throw the biggest party that Equestria had ever seen. Superman smiled at Luna and Chrysalis, with Luna saying that she had somepony to check on and the latter getting out of her chair to leave, calling to her daughter to join her. The two of them walked out of the café and past the cheering ponies down the road, until they reached a quiet enough place where Insectum could talk to her mother.

"Hey, Mom," she began as she came to a stop, causing Chrysalis to stop as well and look back at her. "I...I was just wondering. If you want me to learn more about ponies so that I can be a better ruler...then would you mind if I stayed here for a while?" Chrysalis looked at her smiling daughter as if she had just gone insane. It was unheard of for a changeling to live anywhere close to ponies, and that was only if they were hidden.

"Do you know what you're asking?" Chrysalis asked her in disbelief, looking over to the ponies. "They do not accept us and will most likely try to kill you! Why would you want-?"

"You said we needed to trust them, right?" her daughter asked her with a smile. "So me being here would be a great sign of trust. Besides, I want to hang with my friends for a while! They're going to show me what crusading is!" Chrysalis looked at her pride and joy with fear in her eyes, not wanting to even think about losing her after everything that happened with Sombra. But right before she said no, Superman and Rainbow Dash both landed beside her.

"I something the matter? I heard your heartbeat spike," Superman asked with a bit of concern as he scanned the area.

"It's...nothing. Princess Insectum asked me if she could stay in Ponyville for a while to learn more about ponies," Chrysalis explained.

"Mom, stop calling me princess," Insectum huffed. "That's not my name."

"I think that's a good idea," Superman said with a smile, gaining a look from Chrysalis. "Since the changelings and ponies are no longer enemies, I think it would be a good idea for the two sides to get to know each other, even if it's only a little bit. And since Insectum has already made friends here, the ponies of town might be fast to trust her."

"But where will she stay?" Chrysalis asked concerned. "What if the other ponies don't like her? What if...something happens to here?"

"Well, I can help her in case she's in danger, but as for a place to stay..."

"I can watch her for a while."

All three of them turned to face Rainbow Dash, who looked at Chrysalis, who was biting her lip. "Changelings can hang out on clouds right? So if you want, I can let her crash with me for a few days." Chrysalis narrowed her eyes at RD, again suspicious of whether this were a trick or not.

"Why should I trust you?" Chrysalis asked her with narrowed eyes. "I know that you do not trust me."

"...I don't trust you. At least, I didn't used to. But Superman seems to trust you and that is enough for me," Rainbow said in her defense. "And I won't betray his or your trust. So please, trust me."

"I attacked your home and friends if you recall. Are you certain that you want to 'bury the hatchet' as well?" Chrysalis asked doubtfully.

"I'm certain." Chrysalis thought about what she had said, avoiding her daughter's eyes as she begged at her hooves. Chrysalis didn't trust the ponies yet, but she did trust Superman for all he had done for them. And if RD was willing to put aside their differences due to trust in Superman, she could as well.

"Very well, if my daughter wishes to stay with you, she may," Chrysalis said as her daughter began to scream with joy. "But if anything happens to her, there will be no hole that you can hide in where I can't find you! Are we understood?" Chrysalis asked her with a glare. RD nodded in response before getting tackled by Insectum, who instantly wanted to go play with the girls again. RD bent her knees so the changeling princess could hop on her back and the two shot off into the sky, leaving Chrysalis to watch them go with worry.

"Don't worry, I'll keep her safe," Superman said with a comforting smile. "You could also stay around here if you want to. I bet that you could learn something about ponies along with your daughter. Maybe you should try to make some friends-" Superman stuck out his arm and caught the pink blur that had tried to zip right by him, holding up the pony by the back of her neck. Chrysalis backed up, startled by the fact that Pinkie had seemed to materialize out of the air. "Pinkie, why did you come flying at Chrysalis like that? She's still trying to trust ponies, and you flying towards her at mach five isn't going to help remedy that fear."

"Sorry Superman, I just heard that somepony wanted to make some friends!" she exclaimed with a massive smile, looking at Chrysalis with shining eyes. "And I'm just the pony to help you find some friends! I know everypony in town and they all know me, so it won't be weird when I introduce you!"

"You and me won't be seen as weird?" Chrysalis asked with a snort, thinking about how the only thing that would be weirder than the two of them is if Superman had suddenly become a pony.

"Give her a chance, Chrysalis," Superman said, placing Pinkie on the ground. "She's not that bad once you can get past her weirdness." Chrysalis looked at the pink pony, who was vibrating as she tried to contain her excitement. She gave in with a reluctant sigh and motioned for Pinkie to join her. Pinkie let out a squeal of delight and grabbed Chrysalis' hoof before shooting off at top speed with the confused queen in tow. Superman watched them go with a smile, happy at how fast the two species seemed to be getting along already. Now if only he could help humanity get along that fast. Superman knew that Chrysalis could handle herself, but he wanted to make sure that no harm befell Insectum. There were probably ponies that would pay well for a changeling princess, and he had promised to keep her safe. Superman turned towards where he heard the fillies playing and shot off to join them, landing next to them a few seconds later. They all screamed at his arrival and fell over, leaving their sisters to laugh at them.

"Applejack. Rarity," Superman said as he greeted the mares there. The girls all picked themselves up and ran over to him with smiles. "Come to check up on your sisters?"

"Yep. We figured that they've been far too well-behaved lately and that something must be up," AJ said with a chuckle as she pulled her sister into a headlock and started to mess up her mane. AB shrieked and fought out of her sister's grasp, running with a smile as Applejack started to chase her. Superman sat down in the grass, watching the two chase each other for a bit until he heard Rarity sit down next to him and place a bag next to him.

"Superman, darling, do you mind if I talk to you for a minute?" Rarity asked him while batting her eyelashes and giving him a smile. Superman raised an eyebrow in response, but gave her the go ahead. "I've been thinking about my next big idea and with your current popularity all over Equestria, I was wondering if you'd mind if I-"

"Hey Superman, Rarity!" Sweetie Belle screamed as she ran over to Superman. Rarity yelled in shock while Superman's eyes turned a blazing red while he started to look around. "I think that I got my magic to work. Hold on, let me show you!" She stepped back away from the two of them and started to concentrate on her horn while Rarity let out a sigh.

"Sweetie, dear, you interrupted my talk with Superman," Rarity said, but Sweetie wasn't listening. She rolled her eyes and looked back to Superman. "Sorry about that, ever since she shot off a few sparks she thinks that she'll be able to do magic at any time. Anyway, what I wanted to ask was if you'd mind if I made..." she said with a smile as she reached inside of her bag and pulled out her newest marketing idea. "These!" Superman looked at the item for a full minute before he sighed and placed his hand on his face.

"Rarity, I'm flattered, but I don't know if-"

"What? I'm certain that the ponies would love these," she said as she looked at what she considered to be her greatest creation. It was a sky blue shirt with a symbol he knew well in the center. "I've already shown a number of ponies and they said they love them. Besides, half of the profits can go to you if you want," she said with another batting of her eyelashes.

"No...that's fine," Superman said. "And honestly I'd rather the money go to a charity than to me." Rarity sighed and turned off the charm, muttering how she would rather he let her have the profits. Sweetie Belle had given up trying to show Superman her magic and instead had gone back to others. AJ had begun to wrestle Applebloom when the other fillies had joined in, and Applejack quickly found herself outnumbered six on one. While she could handle the ponies jut fine, Insectum tackled her in the side, which had the unexpected result of knocking AJ back about ten feet. Superman caught her almost immediately, but he and the other ponies looked at Insectum with a bit of shock.

"S-sorry," she said softly as she looked at her hooves. "I didn't mean to hit you so hard."

"What are ya sorry fer?" AJ asked with a smile as Superman set her down. "That's the name of the game. Yer quite strong fer ya size."

"Yeah, you're incredible-strong!" Scootaloo said with a smile. Insectum blushed from all the positive praise, while Dinky ran over to Superman, followed closely by Tiara.

"So Superman, did you stop any evil doers while you were gone?" Dinky asked him.

"No, no evil doers this time, but I did fight off a giant octopus," Superman answered. Dinky sat down and told Superman to continue, motioning for Tiara to join her before looking back to Superman. He started to tell them about what had happened, when a sight on the horizon caught his eye. Chrysalis was running towards them at top speeds.

"Chrysalis, what's the matter?" Superman asked as she ran right behind Superman and hid behind him.

"Keep her away from me! No matter where I go or where I try to hide, she's there!" Chrysalis said with terror as she started looking around.

"Ah take it ya spent some time with Pinkie?" AJ asked with a smile as she and all of the others watched the spectacle. Chrysalis screamed again when Pinkie came flying up to them, but just like last time, Superman caught her with one hand.

"Pinkie, stop scaring Chrysalis," Superman said to her as she tried to get at Chrysalis, fury in her eyes.

"But she Pinkie-promised that she'd see Sugar Cube Corners and she hasn't!" Pinkie said in a much darker and demonic voice, making all of the ponies look at her with fear.

"Did you force her to make the promise or did she do it willingly?" Superman asked her as he tightened his grip, telling Pinkie that she wasn't going to escape. Despite her Pinkie power and her rage-increased strength, she knew that she couldn't out-muscle him.

"She wouldn't shut up until I made her stupid promise to go to the shop," Chrysalis hissed at Pinkie, staying behind Superman for safety. "Is she always like this?"

"Yes," all of the ponies said with such unison that it creeped the changelings out. Pinkie continued to try and get to Chrysalis, who continued to hide behind his legs. Much to their surprise, Pinkie managed to slip out of his grasp and tackled Chrysalis and started to drag her towards Sugar Cube Corners. Chrysalis responded by lifting Pinkie with her magic and throwing Pinkie into the distance. Superman sighed, amazed at how fast peace had turned to shouting in just a few hours as Pinkie came flying back at her top speed, running into Chrysalis' shield that she threw up to protect her. The ponies all began to cheer on the two combatants when Superman's hearing picked up the sound of flapping wings, and he turned to see Luna flying towards them.

"Princess Luna," Superman said as she landed in front of him, her arrival stopping all the fighting. The ponies all bowed to her as Chrysalis chuckled at the display. Luna ignored her as she walked over to Superman. "What can we do for you?"

"I need you and the Elements to come with me to Canterlot," Luna said, sounding more like an order than a request. "A prisoner who has been judged and condemned to execution has asked to see you before he dies." The ponies asked her who the prisoner was, but Superman already knew the answer. And while he didn't like the idea of him dying, it was the ponies' laws and ultimately their decision.

"Why does he want to see me?" Superman asked as he crossed his arms.

"He won't say to us, but you are Sombra's final request," Luna said seriously. Superman frowned, not liking this at all.

Can Never Be Replaced

"And you're certain that this is a trap of sorts?" Superman asked Luna as the two of them walked through the halls of the castle with the Elements of Harmony behind them (as well as Chrysalis and Insectum), who rested on her mother's back and looked around with childlike awe at the majesty of the castle. Superman had to control his emotions while he walked, for when he got distracted his footsteps could smash holes in the floor. They had quickly gathered up the other Elements of Harmony (literally gathered them, Superman flew over to where they had been working and picked them up) before all of them headed towards Canterlot. Luna had informed him that Celestia was in bed with a terrible headache and would not be able to join them (Luna noted to herself that Celestia had quite a number of headaches recently). As they walked through the halls, the guards all eyed Chrysalis carefully, their trust not won over considering she was the one who took the lives of so many of their comrades. But Superman smiled to himself when the guards gently waved at Insectum when she waved to them, showing him that it was mostly Chrysalis they didn't like and not all changelings. Luna walked him to the twin iron doors that led down to the dungeon, doors that had ten guards stationed on either side of them.

"Down here is where you will find Sombra," she said nervously. "Are you sure that you wish to see him by yourself? The bars and collar might prevent him from using his magic, but he is one of the most crafty ponies known to our kind. It would be easy for me to join you or send in one of the Elements of Harmony to accompany you."

"Thank you for your concern, but if he wants to see me by myself he probably won't talk if anypony else is with me," Superman said in a serious tone before he looked back at all of them with a smile. "Besides, it's me we're talking about. I'll be fine if he tries anything."

"Yes, but last time you two faced off, he stripped you of your powers before taking control of your body," Twilight reminded him with a huff. "He may not have his horn now, but he's still crafty. Be on your guard."

"Always am." Superman opened the doors himself and heard the screams of the ponies trapped down below. They reached him faster than the damp air did. He remained unfazed as he walked down the stairs deeper into the darkness, with only a few torches to light his way. Sombra was the last cell in here and was apparently in maximum security, leaving Superman to walk past all the other pony prisoners on his way to him.

"LET ME OUT!" one of them screamed as he threw his body at the bars, trying to grab Superman who walked by him without a second glance.

"I'M INNOCENT!" another screamed, this one throwing a piece of his bedding at Superman which bounced right off. More and more prisoners became rowdier by his presence, and he figured that he might have a full blown riot on his hands if he didn't silence them now.

"Enough," he said in his normal voice, but all of the prisoners backed away from him in fear. They all heard the warning and power in his voice and they all knew that they didn't want to mess with him. The only one who continued to make a sound was the one in the far back ,who simply laughed at the sudden silence.

"It seems that they all fear you, Superman, even though they have no reason to," Sombra's voice rang out through the dungeon, echoing his laughter. "Please, don't be shy and visit me. I get so lonely in this cell." Superman frowned and walked down to the final cell, whistling at the size of the door that barred his way. The thing was at least twenty feet tall and was made with solid lead, meaning that he couldn't see through it to the other side. The guard that stood in front of the door was a massive Pegasus with scars over most of his body and a look that showed he had been through hell. He nodded at Superman and pressed a hidden button on the door, opening it and allowing Superman inside. Sombra was chained to the wall upside down and wrapped in what looked like a straight jacket for ponies. The bars in front of his cell were not only lined with lead, but also a strange magic that made Superman's skin tingle.

"Welcome to my humble abode," Sombra said with a chuckle through the mouth guard he was wearing on his face. "Won't you kindly take a seat?" Superman saw he was looking at the only chair in the room and sat down. "Did you enjoy my octopus? He was supposed to come out earlier, but they are such a dense species."

"No, I can't say that I did," Superman said with a frown. "So why did you want to see me before your big day tomorrow?"

"I just simply wanted to talk, and since the princesses are too thick-headed to listen to me, I figured that you'd be willing to," Sombra said a bit muffled. "And since you don't like the whole idea on killing, mind letting me out of here?"

"Sorry Sombra, but while I don't like to kill others, the courts have ruled you guilty. It's out of my hands," Superman told him with a shrug. Sombra sighed and looked at Superman with a raised eyebrow.

"I had hoped that you'd be smarter than that," Sombra said with a small shake of his head. "There was no court or ruling. All that happened was Celestia came down to tell me that I would be dead in the morning. No trial, no jury, nothing. Just told me I was going to die and that was it."

"I'm not going to sympathize with you, if that's what you're planning," Superman said with a frown. "Although I will talk to them about getting you a proper trial, but that's as far as I'll go.

"Just what I'd expect from the hero of the ponies," Sombra scoffed.

"I protect all who ask for it, even you, if you were ever in any danger; but this you brought this upon yourself," Superman responded. Sombra rolled his eyes with a scoff. "I would have tried to help you, but you have shown that all you care about is hurting others. So is that all you wanted to see me for, or did you have something more sinister in mind?" Superman wished he hadn't worded it like that, because the look Sombra gave him would have sent chills down anyone else's spine.

"Right to the point eh? Alright, I'll tell you why I brought you here. I'm going to break out of this prison, I'm going to kill that traitor Chrysalis and all the ponies, and then I'm going to kill you," Sombra said with darkness in his voice, glaring at Superman as he was trying to burn him with his gaze. "And there will be nothing you can do about it."

"Really? Because from where I'm sitting it looks like you can't..." Superman stopped when something caught his ear. It was what Sombra had just said. Not the words but the way he had said it. He had spoken as if he was almost...mechanical. Superman shot out of the seat to grab Sombra, but the bars on the cell exploded with magical power the moment he touched them and he was shot back with such velocity that he went through the massive door to the room, slamming up against the wall, while the startled guard ran inside the cell to see what happened. Superman shook his head as he heard the guard cry out in pain, his body flying through the air a few seconds later. Superman flew up to catch him, but he could seen no pulse in the body he held.

"You'll pay for this," Superman growled at Sombra as he heard the sounds of chains snapping and followed by Sombra floating out of the room, now in a silver and purple suit with three green circles on his forehead.

"I highly doubt that Superman," Sombra said with a metallic tone. "Brainiac may no longer be within this unit, but his power and intelligence has assimilated into me, giving me a vast edge over you." Superman dropped the pony's body to the side, placing both arms down by his side as he prepared to fight. He had no idea how much of Brainiac's intelligence or power Sombra had received, but he was now a lot more dangerous than last time. Sombra smiled at his stance and looked up at his stump, where nanobots began to reform his horn. Once the source of his magic was back, he looked at Superman with a smile. "I also have the ability to repair any external damage. So it's safe to say you can't win," he said as he took up a fighting pose, letting his returned magic flow through his body. "Ready, Superman?" Superman responded by flying straight towards Sombra and grabbed him by the throat, trying to choke him out early. Sombra smiled and let magical electricity course through his body, zapping Superman and breaking his grasp.

"Fool. You are no longer superior to me!" Sombra yelled with a smile as he drove his hoof into Superman's jaw and channeled his magic through the hoof to blast Superman straight up. Superman hit the ceiling and went right through, smashing through the ceiling and knocked into the throne room. Sombra laughed with glee at his power, his metallic laugh being quickly drowned out by the other inmates demanding that he free them. "Do not worry my friends, you will not need to fear the wrath of Celestia any longer!" he yelled as he shot his lightning into the bars and ripped them clean off. The prisoners cheered and rushed the door, with Sombra following until a red blur slammed into him.

"Give up Sombra!" Superman demanded as he punched Sombra in the jaw, stunning the dark king. "Brainiac couldn't beat me and neither can you!" To place the exclamation on his words, Superman returned Sombra's earlier attack by punching Sombra in the jaw and sent him flying through both the roof and the throne room. Superman shot up after him, breaking through the castle's roof into the sky, spotting Sombra flying towards the front of the city. Superman followed him, but broke off after seeing that Luna, Chrysalis and the Elements had been surrounded by criminals.

"What's going on?" Rainbow asked him as he flattened half of the criminals with a clap of his hands, quickly grabbing the other ones and wrapping a street lamp around them.

"Sombra's gained the power of Brainiac and is trying to kill everyone," he explained quickly before rocketing off after Sombra. Superman looked in every direction, but scowled when he couldn't find Sombra. But he didn't have to look long, as Sombra was more than happy to reveal himself with a blast of electric magic into his back. Superman cried out in pain as he was driven into the streets. Superman smashed into the stone streets, spraying stone bits everywhere and causing a number of citizens to scream in terror. He shook his head as he got up, feeling light headed from the impact. He swiftly moved to the side as another magic bolt hit the hole where he had just been standing. Sombra scowled as Superman came flying at him, dodging Superman's first strike before blocking his next with his magic.

"You are not as fearsome as I remember you," Sombra taunted as he turned his body to smoke to avoid a blast of heat vision. Superman blew the smoke apart with his frost breath, but Sombra quickly reformed behind him while firing more magic into Superman's back. Superman spun around to grab Sombra, but much to his growing frustration Sombra dodged to the side with a smirk.

"How are you faster than me?" Superman asked as Sombra continued to dodge all of his attacks.

"Frustrating, isn't it?" Sombra asked as he flipped over another attempt to punch him and sent electricity flying off of his body that stunned Superman. Sombra followed up with a magic-fueled kick to Superman's face that again knocked him to the ground. Superman landed on his feet and looked up to fire heat vision towards Sombra, roaring when Sombra dodged again. "You see Superman, I know all your tricks. I can avoid all of your attacks because I know how you think. You are trying not to kill me, so you have to move at a certain speed and us a certain amount of force if you wish to keep me alive. And at those levels, I can see your attacks before you even think of them."

"You're lying. Not even the true Brainiac could predict all my moves like this," Superman said as Sombra turned into a thundercloud and tried shooting Superman, who moved to the left and right to avoid the attacks. Sombra chuckled as twin tendrils of darkness emerged from the ground at Superman's feet, holding him in place while Sombra continued his attack. Superman cried out in pain as he dropped to his knees, the magic lightning frying every one of his cells.

"Maybe the true Brainiac was smarter than me, but I've been in your head," Sombra said with a smirk as he upped the power, his smile growing wider as Superman's screams got louder. "I may have taken over your body, but while I was in there I took notes on how you fight and how you think, just in case you managed to force me out. See, unlike most villians, I don't have one or two plans. I have thousands!" Sombra lifted Superman into the air with his magic lightning, increasing the intensity to the point where Superman's cape caught ablaze. Sombra, with all of his brains and power, might have finally been the one to kill Superman if it weren't for a rainbow trail that kicked him in the face and knocked him away.

"I wondered when the rest of you foals would interfere," Sombra said as he threw up a shield to protect him from the magic of two princesses. The combined power of Twilight and Luna was enough to hold Sombra back while RD helped Superman over to the Elements.

"Are you alright, Superman?" Fluttershy asked as she looked over his wounds. Rarity looked at the burned cape with a look of rage, vowing to destroy Sombra for ruining all of her work. Superman pushed them away as he got back up, looking towards the sun as its energies began to heal him. However, before any real healing could begin he and all of the ponies were caught in a massive blast of magic that tossed them all to the ground. Luna and Twilight had been overpowered by Sombra, who walked towards them with magic crackling off his body and an evil smile on his face.

"It seems that not even two princesses can defeat me. But where is the third one?" Sombra asked them as he looked around at all of the ponies in the streets. "Where is your beloved ruler? Is she afraid to face me?"

"She will not need to. I am more than enough to deal with you!" Luna yelled as she covered herself in a cloak of darkness and charged at Sombra. But by the time she had started to move, he had predicted all of her movements and side
-stepped her attack while driving his elbow into her back, breaking through the cloak and driving her to the ground. He stood over her, raising his hoof to deliver the final blow, but Superman charged him and gained his attention. Sombra smiled at his attack, but that smile turned to a frown when he realized that Superman was moving much faster than he should be. Superman threw a punch towards Sombra's chest with such speed, that Sombra didn't have time to block. He looked down...to see that Superman had stopped his fist right in front of his chest.

"I knew you wouldn't do it," Sombra taunted with a laugh. "You're too good-hearted to kill me, even if it is the best method."

"Wait for it," Superman said with a smile. Sombra barely had a second to think about what he had said before a massive punch hit him in the gut even though Superman hadn't moved. He skidded back and fell to his knees, resisting the urge to throw up.

"How...?" Sombra asked as Superman grabbed him by the throat and lifted him up.

"Simple. I threw a much faster punch but stopped it in front of you so that the speed of the punch would hit minus the actual impact," Superman explained as he tightened his grip. "I may not kill, but beating you senseless is fine with me," Superman said as he brought back his fist to finish it.

"But you forgot what I told you," Sombra said with a smile as he let his horn glow one more time. "I always have a plan." Superman wondered what he was saying when an insane pain exploded in his mind, the sudden shock and pain forced him to drop Sombra as he held his hands to his head, screaming in pain as he fell to the ground. Sombra said something to Superman, but Superman couldn't hear him over his own screaming. The ponies looked down at Superman with horror as Sombra began to laugh, kicking Superman out of the way as he walked towards them.

"What did you do to Superman?!" RD screamed as she rushed at Sombra, who smacked her down with his hoof. He kicked her back over to the other ponies, who were unsure of what to do.

"What I did was implant a little magic in his head when I took control of him," Sombra said with a smile as he started to walk towards the ponies. "So right now it feels like his brain is being eaten by a swarm of insects, attacking his neural centers and his vision. Unfortunatly he's so strong that I doubt that it will kill him. But it will stall him long enough for me to be rid of all of you. Then I will take my time making him suffer before he dies." The ponies backed away from him, the power radiating off of him alone was stronger than all of their magics. He pointed his horn at the center of the ponies, smiling to himself.

"Any last words?"

"DIE!" Sombra roared in pain as a green flame struck him in the back and set him ablaze, breaking his concentration as he screamed in pain. The ponies all looked to the source of the spell to see Chrysalis land across from them with her horn ablaze, matching the fire that they saw in her eyes. Her daughter hopped off of her back and ran over to Superman while Chrysalis walked towards the burning Sombra.

"Oh I have been waiting for this for a while," she said with venom in her voice as she fired another volley of green flame into Sombra's chest, turning him from a blazing pony to a raging inferno of pain. He howled in agony as the fire began to consume him, not helped by Chrysalis kicking him in the gut. She lifted him with her magic and slammed him into the ground at her feet. "This is for my children that you stole!" she roared as she crushed one of his legs with her hoof. "This is for all the changeling's you killed to get my children." She snapped another leg, causing the already wounded Sombra to cry out even more. "And this...is because I feel like it." While she wailed away on Sombra, Insectum started to use her magic to try and alleviate some of Superman's pain. After a few seconds of trying, his screams died down and he lay panting on the ground.

"W-what's happening?" he asked her weakly as she continued her spell. "I can't see anything and I can barely hear. It feels like all my blood is on fire. What did he do to me?"

"He said something about placing some magic in your brain," she explained tiredly, her spell taking a lot out of her. The spell was designed to help ease pain and suffering, but she could just barely muster enough magic to get Superman to the point where he could talk. "Don't worry though, mommy's beating his flank something fierce. You just rest up." Superman stretched out his hand to feel sunlight shining onto it, but for every second that the sun restored him, the magic sapped that power away. All he could do was sit there as Insectum did her best to try and help him. Meanwhile, Sombra had managed to extinguish himself and was fighting back with a fury against Chrysalis, who was more than holding her own.

"Grr, it seems that you know my movements just as I know yours," Sombra said with a growl as his magic lightning was intercepted by a ball of fire, blasting him back. Chrysalis leapt through the flames and drove her horn into his chest, smiling when he screamed. He kicked her off with his front hoof and staggered back, smiling himself as the nanobots started their repairs. Chrysalis watched him repair with a snarl and continued her onslaught of fire, all of which Sombra barely managed to avoid. "Perhaps I was mistaken in letting you live."

"As was I," Chrysalis agreed as she jumped over a thunderbolt from the sky, rolling back to her hooves and slamming two carriages from the side of the road into Sombra. He caught them with his own magic and blasted them to ash, snarling while slamming his hooves into the ground to create a dark shockwave. Chrysalis leapt over it only to receive two hooves to the face, knocking her back into the ground. He placed a hoof on her throat as she struggled to escape, turning her head when she tried to fire her magic at him.

"But now I will finally rectify that mistake," he said with a dark smile as his horn began to glow again, aimed right for her head. The ponies all cried out and started to run at him, but he placed them in an electric field to stop them. "Now if there are no more interruptions, it's time for you to die." The ponies cried out for him to stop as his horn began to crackle with power, murder flashing in his eyes as he aimed his horn right between her fear-filled eyes. But out of all those who were watching the horrific event, the Elements of Harmony or those on the streets, none of them were more afraid than the little changeling next to Superman.

"No..." she whispered as Sombra's spell was almost complete, running from Superman's side towards her mother, tears streaming down her face. "NO! Don't kill her! Somepony! Anypony! SAVE HER!" Superman barely heard the cry and tried to get back up, but with her gone the pain had returned and he found himself barely able to concentrate. He closed his eyes and placed his hands on his head trying to stem the pain. Insectum ran over to Sombra while firing a few spells at him, but he simply placed her in an electric barrier as well. All she could do was watch as he prepared to finish her mother off.

"MOMMY!"

The cry was the light that Superman needed to cut through the darkness. Despite the blinding pain, a memory of another filly crying out for her mother flashed through his mind, along with the memory that he had been too late. But along with that memory came the memory of the promise he had made to her and to all ponies, that he would not let it happen again.

"No..." he whispered to himself as he mustered all the strength he could to lift his head at the cry. "Never again!" He might not have been able to move his body or to see, but he could still hear. And from what he could hear, he was able to figure out the general area where Sombra was. But he wasn't sure of the shot. If he were to miss...Insectum cried out again just as Sombra laughed and he knew that he had to risk it. So his eyes began to flash red as he took aim at what he hoped was Sombra's horn.

"And now Chrysalis, you DIE!" Sombra screamed as the spell began to fire, the sound of the magic followed by the screams of the ponies and the hysterical cries of Insectum. A laugh had just begun to escape Sombra's sneering face when he caught a flash of red out of the corner of his eye and turned...before he began to fall. The spell that he had almost fired vanished from his horn and the laugh of victory was silenced forever. Chrysalis fell to her back as Sombra fell to the ground, the smirking face believing that he had won would never know that he had failed. The barriers around both the ponies and Insectum fell, letting Insectum run over to her mother and throw her arms around her as she started to sob. Chrysalis looked from her daughter to Sombra in confusion, as the Elements and princesses walked over as well, wondering what had happened. And then the terror began to sink in, as the ponies looked at Sombra;'s face with his victory smile still on his lips...along with the two burning holes in the side of his head. Superman 's head fell from exhaustion, but none of the ponies even looked at him. All they could do was stare with horror as they realized what happened.

Sombra was dead.

Shattered Loyalty

The first sign of relief came when the terrible pain in his head slowly subsided, allowing him to finally breathe and think again without it hurting. He also finally felt his strength begin to return, letting him gradually pick himself up. His vision was slower to return, but he didn't need it since he could already tell something was wrong. He knew because it was quiet, which was something he never liked to hear. There were no sounds of victory, which he had expected to hear had he hit Sombra's horn, nor were there cries of defeat if he had missed. Just...quiet. Superman blinked twice and ran his hand across his face, looking down at the blurry hand. As his hearing grew stronger, he could hear the heartbeats of ponies and changelings, but...there was one that was missing. Superman pushed himself back up to his feet and looked over at the ponies, all of whom were standing in a circle around something. His x-ray hadn't returned yet, so he had to force himself to stumble over to them to see what was the matter.

"Are all of you alright?" he asked them as he reached the circle, smiling slightly when he saw that Chrysalis was unharmed, along with her child. Chrysalis had been the only one to turn to face him and the smile she had on her face terrified him more than magic ever could. He walked past her towards the circle of ponies, each of whom moved out of the way to let him see. Superman reached the center...and stopped as if he had been shot. He was looking down at Sombra's corpse, with the eerie smile still etched into his dead face. "I...I don't understand? I aimed for the horn. How did he-?" Superman was stopped dead once again as he looked at Sombra's head with horrified eyes, seeing the two small holes in its side that could only be caused by one thing--Heat vision. "No..." he whispered as he fell to his knees, the entire city shaking as he hit the ground. "No..."

"You killed him," Twilight whispered in disbelief, backing away from Superman as if he would do the same to her at any moment. Superman didn't even register what she had said; he could only stare at Sombra with the same horrified expression in his eyes with which most of the ponies were looking at him.

"But...but Superman doesn't kill!" Fluttershy said in a panicked voice as she looked to the others for some sign of confirmation to what she had said. "He's always kind and nice and...and...he doesn't kill." She sounded like she wanted to believe what she was saying, but when she looked down at Sombra, tears welled up in her eyes and she had to look away. The other ponies were just as stunned, but Chrysalis looked down at him with a smirk and thought to herself how lucky he was that Superman made it quick. "Why?" Fluttershy eventually asked him with tears streaming down her face. "Why did you kill him?"

"He didn't mean too!" Insectum screamed as she broke free of Chrysalis' grasp and ran in front of Superman, who looked right through her at Sombra. "He told me that while the magic was hurting him, he could barely see or hear! He probably just fired at Sombra in hopes that he would stop him, not kill him!" She stared at all the ponies defiantly, making them back away and making her mother proud at the same time. "He hasn't killed before, so why would he do it now unless it was on accident? Give him some-" She stopped speaking as Superman slowly got to his feet and walked over to Sombra's body, gently closing his eyes before scooping him into his arms.

"What are you doing?" Rainbow Dash asked him. Superman looked back at her with eyes that showed a shattered soul beneath, making her back up a bit.

"I'm going to bury him." It stunned her; Not the fact that Superman had just killed or that the others were afraid of him. What stunned her was how defeated Superman sounded. He was the strongest person she knew who had gone through hell with a smile to save others, but now...he sounded so beaten. Superman looked away from her and flew off into the sky, slowly flying down to the land far below. Rainbow Dash shot after him, not sure she should leave him alone in his present state. Twilight said she was going to come as well, but RD held out a hoof to stop her. Going after Superman once again, she found him on the outskirts of the Everfree Forest in a small meadow with no trees and a beautiful view of the town. Superman had already dug a hole for Sombra and had laid his body in the ground. He had just finished filling the hole when RD landed next to him, watching as he floated over to a medium sized rock, which he picked up and placed at the top of the grave where he had buried Sombra. His heat vision flashed as he carved out a small memorial to the dead unicorn:

"Here lies a fallen king. May he finally find peace."

"It wasn't your fault," Rainbow said to him as he knelt down on one knee and hung his head. Superman hadn't heard her, and she walked over to his side before backing away from what she saw. He was crying. The fact that he was crying wasn't what startled RD, since she had seen him cry when Derpy died, but this was Sombra he was crying over, the pony that had tried to kill them all. She knew that if she were in his place she wouldn't be crying. But that wasn't important at the moment. Her friend was hurting and she needed to comfort him. Rainbow walked over to Superman and sat down beside him, opening her mouth to say something comforting, but closing it again when she couldn't think of anything to say. All she could do was look at the makeshift grave as well and gently wrap her wing around his shoulder. "It wasn't your fault," she said again.

"Yes it was," Superman said in a raspy voice, trying to hold back the tears. "I'm the one with the powers; I should have been able to save Chrysalis without having to take the risk of killing Sombra. I should have used my freeze breath and just frozen him! Why didn't I think of that back then instead of killing him?!" he screamed at himself, shaking the ground beneath them with his rage.

"Because you had a painful piece of magic trying to eat your brain," RD responded gently, trying to get him to see reason. Superman didn't respond, instead choosing to hang his head and let the tears fall again. "Superman, you did what you did to save Chrysalis and us, not because you wanted to kill him. It was an accident. It happens."

"Not to me," he whispered. She once again heard the defeat in his voice and knew that she had to get him out of this mind set. She didn't want to know what happened when Superman was consumed with rage. "I don't kill...and I don't fail. Not like this."

"You didn't fail," RD said with a bit more sterness in her voice, figuring that if sympathy wouldn't work, then she'd have to me more strict with him. "You saved us all again, just like you promised to do. You helped the changelings and answered Insectum's cry for help just like you'd promised. Sombra's death was caused because he chose to attack us. You tried to stop him--and because of his own weapon that he thought would kill you--forced you to take a shot. Did you kill him? Yes. Was it an accident? Definitely. Do I think any less of you? No. In fact, seeing the compassion that you've shown for a foe has only increased my respect for you." RD silently congratulated herself when Superman gave her a small smile.

"Thanks Rainbow...I hope you don't mind, but I want to be alone for a while," Superman said weakly, standing and looking up. "Please go back to Canterlot and tell the others I'll be fine. I...need to be alone." Rainbow nodded and Superman gave her another small smile before he kicked off the ground, quickly leaving the planet's gravitational pull. RD sadly watched him go before turning back towards Canterlot and taking off.

Far above the planet, Superman sat in the vacuum of space all alone, wondering how this had happened, how he had killed again despite his power. His sorrow started to turn to rage; a rage at Sombra for forcing him to act out of desperation; rage at the magic that could hurt him...but mostly he raged at himself, for not being strong enough to stop this without the loss of life. And when his rage finally reached its breaking point, he threw his head back and unleashed an unheard scream into the coldness of space, a scream of sorrow and rage that no one would hear.

(S)

"...And Sombra now has two holes burned into the side of his head. My sister has called for a meeting that I must get to soon, but I figured that you wanted to hear this."

"So, he's finally killed, has he?" Luthor asked Celestia while he wrapped up bench pressing Superman's ship. "But for some reason you do not seem upset by it. Care to tell me why?"

"Sombra...deserved it, even if I hate to say it," she said with a sigh. "Plus, Superman seemed broken by what he did and flew off with Sombra in his arms. I think that you and your world may be wrong about him, that he isn't all bad."

"That is what many have been led to-"

"No Luthor, I think that you have been holding out on me," Celestia said as she started to charge up her magic, pointing it at Luthor's chest. "Superman has saved the lives of my subjects hundreds of times and just the other day he threw himself in front of a blast of magic lightning to keep me safe--as well as the ponies. I need to know the truth, Luthor. Have you been lying to me this whole time?"

"...Yes, Celestia, I have," he said with a smug face.

"So it was you. All this time you were the real evil," Celestia said in a cold rage as Luthor turned away from her and went back to work on the suit. "Brainiac, Black Adam...convincing me that Superman was evil. It was all you."

"All except for Adam, yes, but I'll take credit for that one as well," he said with a smirk, reaching for a tool when a blast of magic hit him in the back of the head and nearly knocked him over. He got up slowly and turned to face Celestia, murder flashing in his eyes.

"Then I will keep my word," she said with venom as she prepared to fire again. "Now you di-" Celestia's words were cut off as Luthor flew up to her and grabbed her by the throat, lifting her above his head.

"Oh, it is so cute watching you, the pony that thinks she is a god," Luthor said with a chuckle as he tightened his grip, causing Celestia to cry out silently. "But you are not a god; just a foolish pony who sits on a throne and thinks herself ruler over all. All you are, is afraid of real power, because it might be too much for you."

"Y-you..."

"I am tired of talking to a fool such as yourself," he said as he reached inside his coat and pulled out a tube of what looked like worms. "But there is still one last job you can do for me." Celestia struggled as he broke open the tube and placed one of the worms by her ear. She tried to use her magic but a swift blow to the gut stopped her. Luthor chuckled to himself as he watched the worm begin to work its way into her head. "The worms crawl in, the worms crawl out," he sang to himself as the worm crawled inside of her mind. She struggled one last time, but then ceased to move as Luthor dropped her to the ground, where she slowly stood back up.

"Celestia, I want you to go to this meeting with your sister and the Elements. But I want you to act like you did when Sombra was controlling you. You hate Superman and he is a killer; his kind killed your father. Show him no respect or mercy. Drive the ponies apart. Make them choose sides." Celestia nodded and walked out of the room, leaving Luthor alone to work.

"Oh Sombra, you truly are my greatest pawn," Luthor chuckled to himself as he began to make his changes to the suit. "To think that you would make Superman kill you, shattering his confidence in himself and his beliefs! That is almost too much to believe. You have done the one thing that I needed to win this fight. You broke Superman." Luthor began to laugh out loud, his laughter echoing down the halls to where Celestia walked silently. Her walk eventually brought her to the throne room, where once the doors were opened she found her sister and the Elements of Harmony (minus RD ) already there. She walked by them all and went to her throne, sitting down on it while she looked at the ponies who knelt before her.

"May I ask why you called this meeting, sister?" Celestia asked Luna as she started to rub her temples again. "The headaches have only gotten worse and I should be resting. I hope this is important."

"It is, sister. You have already heard of Sombra's...death," Luna said hesitantly, not wanting to place the blame on Superman, though it was him who shot down Sombra. "But besides that, there is the damage to the prison and the escaped inmates to worry about as well." Celestia looked at them with a raised eyebrow.

"So, where is the slayer, Superman?" she asked them. They all looked at each other with shrugs or shakes of their heads, none of them knowing where he was.

"We do not know, but I'm sure that he will be back soon," Luna assured her sister. "He will not let the city go undefended." Celestia started to say something, but at that moment Rainbow Dash came flying through the window and landed in front of the other ponies, a sad look on her face. "Yes, Rainbow Dash, what news do you bring?"

"Superman's fine, but he wants to be alone for a while. After what happened, he probably wants to try and calm down," Rainbow said with a small sigh. Then she picked her head up with shock as she heard Celestia chuckle at the news. "What's so funny, Princess?" she asked Celestia as she turned around to face her, eyes narrowed as she did so.

"You say that he left to try and go calm himself, but I bet that he left so that he didn't have to face the consequences of his actions," she said with another chuckle, leaving the ponies to look at her, dumbfounded.

"Um, not to be rude Princess, but he just saved all of Canterlot from Sombra's wrath...again," RD pointed out, wondering what Celestia was saying. "Yeah, he may have killed Sombra, but it was on accident. Superman would never kill on purpose."

"So he says," Celestia retorted. "I prefer proof to words. Anyways, concerning the safety of our citizens, I-"

"What do you mean by that?" RD interrupted, causing her friends to gasp as she took a step towards Celestia. "Are you saying that Superman doesn't back up what he says? That his actions are all part of a lie?"

"Rainbow, what are you doing?" Twilight whispered to Rainbow, who ignored her as she continued to stare down Celestia.

"And just what did you mean by face the consequences of his action? Sombra was sentenced to death. Even if it was an accident, he still did what you were going to. Why do you care if Sombra died?"

"I will forgive that tone because I know that you do not understand," Celestia said in an icy tone. "I do not care that Sombra died, but what worries me is how long will it be until Superman kills again."

"Um, how about never? He killed Sombra on accident and even then he probably had no choice," Rainbow responded. Celestia's eyes narrowed at her tone.

"I have found that once a pony kills it becomes infinitely easier for them to take a life again," Celestia explained, struggling to keep her temper in check. "What is there to stop Superman if he decides to kill again?"

"Superman himself. He would never hurt us," Rainbow said with certainty. Then, for the second time, Celestia began to laugh at what RD had said.

"He says that he'd never hurt us, but I've seen what he really is," Celestia responded with another chuckle. "I was shown that he's a ruthless tyrant, both him and his Justice Lords. He doesn't care about us; he wishes to rule us."

"That's not what-"

"Furthermore, you are mistaken if you think that he saves us because he cares. If he were to let his future subjects die, then he would have nopony to worship him," Celestia said coldly, noticing that the others had begun to pay closer attention. "My source has shown me that on his world he is the ruler there, acting as judge, jury and executioner."

"You're lying-"

"And why would I lie to those whom I've sworn to protect?" Celestia asked her with a raised eyebrow. "But if I had to prove it to you...Applejack, what does your Element think about what I'm saying?" AJ looked down at her Element and channeled her honesty through it, looking surprised when it showed her the truth.

"Celestia's not lying..." AJ said in disbelief, causing all the ponies to gasp. "But...that would mean that Superman..."

"Is trying to rule over us," Celestia finished with a smile. The ponies began to murmur to themselves about what this meant ,while RD looked at them in disbelief.

"Are you all seriously buying this garbage?" she asked them in shock.

"Rainbow Dash, I know you respect Superman, but AJ's the Element of Honesty," Twilight said with sorrow in her voice. "And she can tell when some things are true--or not. And she says that what Celestia is saying is true. Superman is trying to rule us." Rainbow couldn't find the words to try and argue against what her friends were saying.

"It can't be true. He's too nice a pony," Fluttershy said in his defense.

"He saved mah life! Why would he bother to do that if he was just gonna kill us all in the end?" The others started to agree as well and sided with Superman, leaving Twilight as the only one who was still on the fence.

"Even if you do not believe me, we must figure out a way to fight back against him," Celestia said to the ponies, but Twilight was the only pony there who was still having doubts. She didn't want to believe that Superman could be evil, but AJ and Celestia wouldn't lie to them. "And think about it this way. How many evils have shown up since Superman arrived? How about Black Adam, who could have killed our entire race. How about the mother that was lost in the attack a few days ago? All of them casualties to the fact that Superman doesn't-"

"Shut up." The entire chamber went quiet as all eyes looked to Rainbow Dash, who was standing in the center of the room and literally shaking with rage.

"Excuse me?" Celestia asked, stunned by what she had heard.

"I said to shut up," Rainbow repeated as she stared down Celestia. "Don't you dare tell another lie about how he's evil or that he only wants to rule! You say that he doesn't care? Superman was crying when he buried Sombra, so upset that a life had been lost that it brought him to tears. And that wasn't the first time he's cried over death either! When Derpy died he held her filly in his arms and wept, promising her that he'd protect us! So don't give me your bull about how he doesn't care. He does." Celestia's rage had just reached its boiling point and she stared down at RD with pure disbelief in her eyes.

"You dare to call me a liar?" she asked RD in a whisper.

"I dare, Celestia," RD shot back.

"Rainbow Dash!" Twilight yelled as she stormed over to her friend, rage in her eyes as well. "Celestia is our princess and royal ruler of the land! I don't care how mad you are, you need to show her-!"

"What, respect?" RD asked with a sneer as she glared at her friend, flames burning in her eyes. "I only respect those who deserve it and right now she doesn't deserve it."

"But she's our ruler." RD looked at Twilight with a cold stare before turning to Celestia.

"She may be your ruler, but I won't follow somepony who tries to hurt a good pony without just cause," Rainbow said coldly. Celestia's fury skyrocketed even higher and her horn began to glow with power.

"You seem to forget who you are speaking with," Celestia said in a whisper. "You are my subject."

"I'm no subject of yours," RD snarled in response as she took up a fighting stance. "I could knock that crown of yours off your head before you could even blink. Ever since Superman showed up, you've been acting all 'high and mighty'. It's time somepony took you down a peg." The ponies looked at the two with fear, believing that they might actually begin fighting right then and there.

"ENOUGH!" Luna roared as she sent a column of darkness exploding between the two while she knocked both of them off their hooves. She walked over to Rainbow Dash and glared into her eyes. "Rainbow Dash, I understand why you say what you say, but my sister has protected Equestria for centuries and has earned respect with what she's done. Just because her opinion differs from yours does NOT give you the right to attack her or threaten her. Am I clear?" RD looked away from Luna with a scowl, with Celestia chuckling at her. "AND YOU!" Luna roared as she turned on her sister, teleporting in front of her with a blast of darkness. "You may not like Superman, but he has not broken any of the pony law or done anything that would require us taking action against him. We cannot attack him simply because you believe him to be a threat, especially after everything he's done for us!"

"It is my decision to make sister. I am ruler-"

"You are only half the ruler and our decision must be unanimous to be put into effect," Luna reminded her with a scowl, shutting Celestia up. "Rainbow Dash, I suggest that you go cool off. In fact, all of you should. If you wish to believe what Celestia has said, then more power to you. But I suggest that you judge Superman by his actions and not by what my sister may have said in her weakened state." RD turned with a scowl and walked out of the throne room, followed close behind by Fluttershy.

"That was really...crazy what you did in there," she said softly as RD continued to walk away. "Calling out Celestia like that. You know that's she's been sick and hasn't been thinking clearly lately."

"I don't care," RD responded curtly. "I can understand her not liking Superman, but I won't let any pony get away with insulting how much he cares for us. Everything he's done since he has arrived has been to help us." Fluttershy walked with her in silence for a minute, wondering what to say next. She never got the chance, however, as RD came to a stop once they were in the courtyard and let out a sigh. She then reached around her neck and undid her Element of Loyalty, hoofing it over to Fluttershy once it was off. "Can you hold onto this for me? I...need to find out where my loyalties lie." Fluttershy took the Element gently from her friend and watched with sad eyes as she flew away, realizing that they may have lost the Element of Loyalty right there. So there was only one thing to do to try and help rectify the situation.

"Tomorrow I'll have Superman and Celestia talk it out," she said with confidence, planning to get this all cleared up. She then turned around and headed for Luna, hoping that she'd help too. She found Luna in her room, taking a few medications to help with stress.

"Yes, I am in agreement with you," Luna said, once Fluttershy had explained what had happened over tea, including her plan on where and when the two of them should meet. "It seems like the only way to convince my sister that Superman is on our side is to get them to speak with one another."

"Then you don't think he's here to rule us?"

"Never have. I judge ponies based on their actions, not what others say," Luna reminded her." And in all honesty, I probably would have said the same thing to Celestia herself if she weren't so sick. She's been having terrible headaches ever since Chrysalis attacked Canterlot when Superman first showed up. And she also spends nearly every minute down in that lab of hers. I'm thinking of going down there myself in a few days to see what she's up too."

"So you'll convince her to go?" Fluttershy asked with hope filling her heart.

"Yes, as long as you can convince Superman to come," Luna responded with a sigh. "I'm just happy to have this whole crises with Sombra finally over. And once Superman and Celestia make peace tomorrow, all will be well." Luna said this as a fact, knowing that their troubles were finally over. What she didn't know was that a certain human had been listening in on their conversation, now ready and willing to bring down Superman. Lex smiled to himself as he shut the door to the lab, looking over the armor one last time. The Elements were in a state of disarray, Superman was practically broken...oh it was a good day indeed. But tomorrow would be even better. Tomorrow Superman would finally die...and Equestria would be his.

Mending A Heart of Gold

Applebloom slowly stirred as the morning sun gently cast its morning gaze upon her through her window, filling her and her room with light and warmth. She slowly opened her eyes as she sat up and yawned, looking out of the window at the morning sun rising over the hills. The moment the sleepiness wore off, she kicked back the covers and leapt out of bed, throwing open her door and racing down the stairs to the kitchen. Applejack and Big Mac were already up and about, AJ preparing their breakfast while Big Mac was preparing himself to go to work.

"Morning, Applebloom," Applejack said with a smile as Applebloom raced by her and towards the door. "Don't bother Sugarcube, he's not out there," AJ said with a frown, already knowing where AB was heading. "He hasn't been here ever since what happened with Sombra." Applebloom had heard what happened in Canterlot from her sister the previous night, everything from Superman killing Sombra to Celestia and RD trying to fight each other. Upon hearing the news, Applebloom immediately wanted to check on Superman to see if he was alright, but no matter where she looked or how often she called for him, he never showed.

"Why is he hiding from us, Applejack?" Applebloom asked her sister while she sat back down at the table with a sigh, placing her head on both her hooves. Applejack sat down across from her and replied, "From what Insectum said, as well as what you and yer friends told me, it sounds like Superman only hurt Sombra to save Insectum's mom. He would never hurt on purpose."

"Yer right, but right now Superman probably feels guilty about what he did, whether it was on purpose or not," Applejack said with a sigh, remembering how beaten Superman had sounded. "He's always been pro life, so killing another pony has probably hurt him worse than you or ah could think."

"But he's supposed to be our friend," AB said with a frown. "Why would he just ignore us?" AJ looked at her with sympathy in her eyes before getting out of her chair and walking over to her sister, wrapping a hoof around her shoulder while trying to comfort her.

"He just needs some time, Applebloom. He's been through a lot of stress since he's arrived here," AJ explained. "Ah'm sure that if anypony's in danger, he'll be back to help. Now, how about ya get ready to go? Ya promised yer friends that ya'd take Insectum around town today." AB nodded and Applejack smiled, letting her sister up while she got her hat. AB hopped out of her chair and headed out the door, walking onto her porch and looking at the barn with a sad frown. Superman hadn't slept in their barn for days, and she had begun to miss him. So with a small sigh, she started to walk towards the town, keeping her eyes on the sky in hopes of seeing the red blur. As she walked into town, she noticed that something seemed different. For one thing, ponies everywhere were going through a massive cleaning frenzy, throwing out bags of garbage and sweeping the streets clean. As she walked by Sugar Cube Corners, she could smell cakes being baked, and not the cakes that she was used to smelling. These cakes were made for one pony in particular.

"So Celestia's coming to town, is she?" AB muttered to herself with a smile. That would explain why all the ponies were getting ready and trying to make the town as clean as possible. She also realized that the princesses had been coming to Ponyville a lot lately, mostly due to reasons that involved Superman. Did Celestia's coming to Ponyville have something to do with Superman? And if so what? She shook the questions from her mind as she reached the Carousel Boutique, knocking on the door and smiling when she heard Sweetie say she'd get it.

"Morning, Applebloom!" Sweetie said cheerfully as she opened the door with a smile. "Rarity! I'm going to go crusading with Applebloom and Scootaloo!"

"Just don't do anything crazy!" Rarity yelled back groggily from upstairs, telling AB that she wasn't fully awake yet. "Superman's upset right now and I don't want you doing anything to put extra stress on him!"

"We won't!" Sweetie ran out of the door and slammed it behind her, both she and AB giggling when they heard Rarity's cat go crazy. Both of them took off towards Scootaloo, who said that she would meet them at the center of the town. As the two of them reached the center of town, both of them saw that Scootaloo was joined by both Dinky and Tiara. "Hey Scootaloo! Hey Dinky! How are all of you doing?"

"I'm fine, thanks for asking," Tiara said with a frown, but got over her being ignored quickly. "Scootaloo invited us over to crusade as well, that's why we're here."

"Alrighty then, what are we doing today?" Dinky asked with enthusiasm, looking between the four fillies with a huge smile. "Bear wrestling? Sky diving? Rock stars?"

"Ah don't know, ah was thinking along the lines of..."AB stopped with wide eyes when she saw Chrysalis flying towards them, the others following her gaze and were equally stunned by the sight. Chrysalis landed in front of them with an imposing glare, causing all of the fillies to move closer together in fear. The fear on their faces turned to looks of joy as Insectum jumped off her mother's back and landed in front of them, smiling at all their stunned faces.

"Hiya everypony!" she said with a huge smile as she ran into them, all of them forming a mass of hugging fillies. "How are you all doing? Haven't seen you in...a day actually." The CMC began to tell her about how they had been in the past day, but Chrysalis interrupted them by clearing her throat.

"Now remember what I told you, stay away from any strange ponies and stay safe," Chrysalis reminded her. "And if anypony gives you trouble, call for Superman and then make whoever is trying to hurt you regret it. Have you been practicing your fireball spell?" Insectum nodded eagerly and fired a blast of green fire into a tree, disturbing a birds nest. She screamed and started to run in circles as the birds started to dive bomb her, forcing Chrysalis to shoot lightning at them to scare them off. Insectum began to laugh at the situation while Chrysalis looked at her daughter with worry. "Alright, be safe then. I need to get in contact with one of my advisors to see how the hive is holding up." Chrysalis buzzed her wings and flew off, letting the ponies who had been watching exhale in peace.

"So, what are we doing today?" Insectum asked the fillies while they watched Chrysalis fly away. The girls thought about it for a minute before they looked at her with a shrug.

"Actually, we were just debating what to do when you showed up," Scootaloo explained. "Alright, show of hooves. Who wants to wrestle bears?" Sweetie and Dinky both raised their hooves, but the vote was two to four. "Alright, next is rock stars?" Three hooves went up this time, but Scootaloo wanted to ask the last one just for her sake. "Any pony want to sky dive?" Only her hoof went up, so with a growl of frustration she told them that they'd be trying for rock stars today.

"Alright girls, let's head to-!"

WHAM!

All of the ponies screamed in shock as a blur slammed into the ground, creating a massive crater in the center of town. The girls looked at the smoking crater in horror as a snow white hoof placed itself on the edge of the crater, pulling out a massive stallion that seemed to freeze the air around it, its breath freezing into ice every time it breathed.

"What is that?" Insectum asked, while she put herself in front of her friends, charging her fireball spell. She looked back to the other fillies, who were backing away in terror.

"It's a Windigo!" Tiara screamed as she backed away from it. "They're creatures that feed off of hatred and spite!" The Windigo looked at them and narrowed its eyes, getting back to its hooves and starting to walk towards them. "This is bad! It's going to get us! It's-"

"Done," Dinky said with a smile as a red blur shot by them and slammed into the Windigo's chest, the frozen body doing nothing to affect the man who held the stallion by its neck.

"SUPERMAN!" all of the girls cried out with glee. Superman looked at them and smiled, allowing them to see with shock the state he was in. His eyes were red and his suit was torn, his cape nothing more than a burnt piece of cloth now. And even though his smile was trying to tell them that they were safe, it still had hints of sadness in it. He turned back to the Windigo and snarled at it, reaching back with the arm with which he was holding it and throwing it off into the distance.

"Superman, wait!" Applebloom cried out as he kicked off after the Windigo, shooting off into the distance and leaving the fillies. "Wait..."

"Wow, he looks like a wreck," Tiara said with a whistle, backing up when the others glared at her. "Well, he does."

"Did you see his suit?" Insectum asked them. "I know he looked bad after the fight with Sombra, but I didn't think it was this bad."

"Weren't you there with him?" Dinky asked.

"Hey, he flew off before I could get all the tears out of my eyes," Insectum said in her defense. "I didn't see much after Sombra got his brains fried." Applebloom had been staring off where Superman had flown away, an idea slowly beginning to form in her mind.

"Ah've got it!" she exclaimed, startling the others. "Ah know what we can do! We can make Superman a new cape!" While Dinky and Insectum smiled at the idea, Sweetie and Scootaloo exchanged worried glances with each other.

"Not to rain on your parade, but I already tried to make capes before, remember?" Sweetie said with a frown. "And Rarity yelled at me for using her best material. That, and it took me all day to make it."

"That's fine, because this time we'll do more than just us working on the capes," AB reminded her. "We have Dinky, Tiara and Insectum with us. Do any of you know how to sew or work with materials?"

"My Mom taught me how to sew, considering all the accidents that my family seems to have," Dinky said so quietly that none of them could hear.

"Mom taught me how to link chain mail. Does that count?" Insectum asked them.

"How about we just head to Rarity's and go from there?" Scootaloo suggested. All of the girls looked at each other with a shrug, realizing that her suggestion was best. So they all ran off towards the Carousel Boutique, slamming open the door once they got there, and deciding who would be working what. All of the noise woke Rarity from her beauty sleep, resulting in her stomping down the stairs like a dragon storming out of it's cave.

"What are the six of you doing, making this much noise this early in the morning?" she half-shrieked at them, eyes bloodshot. "I was up 'til midnight talking with the princesses and the other Elements of Harmony about what we should do about the escaped criminals, and I didn't get to bed until two in the morning. I NEED MY SLEEP!"

"S-sorry Rarity," Sweetie Belle said sadly. "We were trying to make Superman a new cape to cheer him up, but we can leave if you want." At the mention of Superman, all of Rarity's rage vanished and she looked at her sister with calmer eyes.

"I'm sorry for yelling Sweetie, I'm just tired," Rarity said apologetically. "If you and your friends want to make something for Superman, go right ahead. You can use any of my materials except those on the top shelves." Rarity then yawned again and headed for the door. "I need to talk with Twilight about later today. Be good and on your best behavior."

"Okay girls, let's get started," Sweetie Belle said with a smile, running over to one of Rarity's chests and throwing it open. She tossed out a number of different fabrics of varying colors and sizes before finally emerging once again with a smile on her face, while she dragged out a large red cape from inside. The cape didn't seem to be in the best condition, with tears and rips all over it, but Sweetie figured that this was the best they could get. "Alright ponies, let's get started on making Superman a new cape. What should we do first?"

"Well, Superman has his yellow symbol on the back of his cape right?" Insectum asked, causing the others to look at her with curious looks. "He drops by the changeling empire a lot, so I see a lot of him," she said with a smile.

"Sounds good to me!" Sweetie also said with a smile, looking around the room. "So, what around here can we use for yellow?"

"How about that jar of yellow glitter up there?" Dinky asked as she pointed to the top shelf. All of them looked to the top to see a jar filled with a shining gold glitter, casting a small light on all of them. "That looks like it would be cool to put on his cape."

"I don't know...didn't Rarity say not to touch anything from the top shelf?" Tiara asked them.

"It's fer Superman. Ah'm sure she'll understand," Applebloom said as she started to climb the bookshelf, finding out rather quickly that it had been designed so that it couldn't be climbed. "Shoot, she must have known that we'd try to climb it. Welp, ah'm out of ideas. You girls have any?"

"I can fly up there and get it," Insectum suggested. "My wings grew strong enough to fly last month," she explained while Scootaloo pouted. "I should be able to reach it. Stand back please." The girls did as she asked while Insectum started to flap her wings at super speeds, creating the sound that a bee's wings make when they take off. She flapped them twice as hard and shot straight up, smacking her head on the ceiling. She managed to maintain her flight even though her head hurt and reached out to grab the jar, wrapping her hooves around it tightly. She then moved back to take the jar off the shelf...and the added weight immediately brought her to the ground with a thud. The girls shrieked and backed away as a cloud of gold went everywhere, covering the changeling princess head to toe in gold dust.

"Well, you got it down at least," Sweetie said as she bit her lip, imagining the fit Rarity would have when she got back and found the gold dust in her carpet. What was worse, some of the glitter had reached the cape and stained the lower part of it. Insectum coughed as she stood up, looking down at herself with a smile.

"Ha, now I'm the world's first golden changeling. Oh, Mom's going to have a fit when she sees this." The fillies picked the jar back up and found that despite the drop, there was still some of the glitter inside.

"Okay, so we got it down. Who wants to paint the symbol?"

"I will!" Scootaloo said happily, racing over as Sweetie laid the cape out on the ground and stuck her hoof into the golden glitter. She pulled out her golden hoof and looked at the cape with one eye closed before she started to draw. All of the others crowded around as she started, their faces turning into looks of confusion the more she drew. "There! All done!" she said triumphantly while she stood back.

"Um, oh, how to put this?" Applebloom said quietly, not sure how to describe what she was looking at. "It...It looks-"

"It looks like a z in the center of a bug," Tiara said bluntly, saying what all the ponies were thinking about the badly drawn symbol. "Well it does," she said in her defense when Scootaloo glared at her.

"Moving on," Sweetie cut in, placing herself between Tiara and Scootaloo. "Next we need to try and sew up the tears in it. Now I've already tried my hoof at sewing and the doctor said he had never seen anything like it in his life, so I can't do it. And Applebloom and Scootaloo already tried once, and we barely got out of that situation alive, so they won't be doing it. Can any of you three sew?"

"I can!" Dinky said excitedly, grabbing the needle and thread from Sweetie as she held it out. The very first thing she did, once she had the material, was to miss threading the needle and accidently poke Diamond Tiara in the side, making her yelp in pain as she shot up almost as high as Insectum had flown. "Sorry about that," Dinky said softly once they had gotten ice for her.

"It's no problem," Tiara said with restraint, holding the ice pack to her side. Dinky tried again and this time managed to get the thread through the needle on her third attempt. Then she began to stich, which was less like watching a needle go through thread and more like watching a pony try to fit a rock through her front door. Dinky just couldn't get the needle to go in correctly and even managed to tear an even bigger hole in the cape, forcing Tiara to intervene. "Give me the needle, Dinky, and I'll show you how it's done." Then to the surprise of everypony, Tiara got the needle threaded on her first attempt and quickly repaired the tear Dinky had caused in one swift motion. "You can't force it, it takes finesse instead of brute force. See?"

"Wow, Tiara, I didn't know you knew how to do anything else beside be a jerk," Scootaloo said, impressed, causing Tiara to sigh sadly.

"I'm sorry about all the grief I've given the four of you," she said as she continued to stitch. "I guess that's because Daddy was rich that I always saw myself as better...but I know that I'm not. If anything, I'm the worst out of all of us." The CMC looked at her fallen face, not used to seeing the depressed side of Tiara.

"Come on, you're not that bad," Dinky said with a smile as she threw a hoof around Diamond's shoulder, making her poke herself on accident. Once they had gotten her a bandage, Dinky continued what she was saying. "I mean, yeah you were mean at first, but you've shown to be a nice pony deep down. And at least you learn from your mistakes, which is more than I can say from some ponies who used to tease me." Tiara gave her a small smile at that, thankful for the kind words. Within another minute she had finished the stiching, allowing the fillies to move on the final task.

"Okay girls, now here comes the hardest part," Sweetie said in her most serious tone, forcing them to huddle so that they could talk in secret. "We need to find a way to wrap this present so that Superman can't see through it. So how do we do this?" All of the ponies looked stumped on this, except for Dinky.

"Oh, that's easy. You just use lead-lined wrapping." All of the fillies stared at her with dumbfounded expressions.

"How do ya know this?" Applebloom asked her.

"Oh, mommy's boyfriend had all sorts of weird gadgets and tricks, like a weird screwdriver" she explained a bit more somber than before. "And he always said that x-ray vision, no matter how strong, can't go through lead. It's like...the only thing it can't see through."

"Of course, even if you are correct that would mean we need lead-lined material, and I highly doubt Rarity's going to have that," Tiara said with a sigh. Sweetie Belle walked out of the room and down into the cellar where Rarity kept her failed designs, looking through the dusty chest for a certain item in particular. After ten minutes of searching, she finally found what she was looking for and ran upstairs with the item in tow.

"Tada!" she exclaimed as she threw down the gray paper at their hooves." One roll of lead-lined paper all ready to go."

"How...?"

"Rarity tried this stuff a few months back when she wanted to make dresses that couldn't be destroyed by magic," Sweetie explained as she grabbed a pair of scissors. "While it didn't work with magic, she figured that it could one day be used again and stored it in the basement...where she forgot about it," she continued explaining as she folded up the cape and placed it in the center of the wrappings, cutting off the parts they didn't need and folding it close. She then wrapped it with a bow and stared at their work with a smile. "I think he'll like it. Now who wants to carry it?"

"I will!" Dinky volunteered. So Sweetie handed the package to Dinky and the six of them ran out of the shop, leaving the jar and wrappings on the shop's floor. The six of them ran through the streets, laughing to themselves as they did so and wondering how Superman would react to their gift. Dinky ran behind the others, having to balance the present along with trying to keep up with the others. She was so focused on the other fillies that she never saw the divot in the road or the puddle of mud that was next to it. So she was completely caught off guard as she stepped into the divot and stumbled to the side, falling face first in the mud with a huge splash. The others stopped when the heard the sound and ran back to her, helping her out of the mud, while Insectum retrieved the gift.

"Oh no," Dinky said with tears in her eyes as she looked at the mud-covered package, once Insectum had pulled it out. "I ruined Superman's gift. Oh, I always ruin everything!"

"It's alright, maybe he'll...no, I'm certain he will accept it anyway," Scootaloo said, trying to comfort her. "He's Superman right? He's always nice to us." Dinky nodded softly, wiping the tears out of her eyes with her mud-covered arm. The six of them continued their run until they reached the headquarters of the CMC, the clubhouse that they had built a while ago. Once they had all caught their breaths again, they all inhaled deeply and all shouted at once,

"SUPERMAN!"

They saw Superman flying towards them before they heard the multiple sonic booms that followed him, forcing them to cover their ears as the noise reached them. Superman slammed into the ground ten feet away from them, eyes burning in anticipation of a possible attack. When he saw that it was only the six fillies that had called him, he closed his burning eyes and opened them again with a hard glare.

"Why did the six of you call me?" he asked them in a stern tone, crossing his arms with a frown. "I'm very busy at the moment and I simply don't have the time to play with you." He realized almost immediately that he had hurt their feelings and sighed before trying again. "I apologize for my tone, I'm just really stressed right now. I'm sure that whatever you wanted to talk to me about is important, but it while have to wait 'til later."

"We just wanted to give you something," Insectum said quickly before he had the chance to fly off. She and Dinky moved to the side to reveal the present, making Superman's eyebrow go up. "We made it for you...to try and help you feel better." She nudged Dinky in the side and motioned for her to give the gift to him, which she did so slowly.

"S-sorry for dropping it," she stammered as he took the gift from her, smirking when he found that he couldn't look through it. "I didn't mean to, I just tripped while running and..." Superman tore back the wrapping to see what they had made, staring at what he held in his hand for a full minute. It was a cape; he knew that, but this cape looked beaten up and was covered in glitter. The symbol was wrong and the stitching was amateurish, not to mention that it was covered in mud. The fillies looked at him while holding their breath, having no idea how he'd react. Eternity seemed to fly by as he looked at the cape. Then he smiled, a smile that put all of the fillies' worries to rest while he unfolded the cape completely, swinging it over his back and tying it in a bow in the front.

"How do I look?" he asked them with a silly smile as he put his hands on his hips and let the muddy cape flap behind him in the wind. The girls looked at the image of this powerful-looking man with a silly looking cape on his back for a minute before they all burst out laughing.

"That bad huh?"

"N-no, it's just that the cape really doesn't suit you," Tiara explained as she wiped away a tear from her eyes.

"We understand, if you don't want it," Sweetie Belle began, but Superman gave them another smile as he got down to one knee.

"I wouldn't trade this cape for anything in the world," he said softly, feeling tears beginning to form. "The six of you didn't have to do this."

"Are you kidding?" Insectum asked with a smile. "You've saved us and our loved ones more times than I can count. This is the least we can do for you."

"Yeah, what are friends for?" Applebloom asked with a smile that slowly turned into a frown. "We...are your friends, right?"

"Yes, you are all my friends," he said with a nod. The fillies all smiled and rushed Superman, all of them tackling him to form one massive hug...all except for Tiara, who smiled sadly and started to walk away. "I said all of you are my friends and that includes you too, Diamond." She looked back at them with an unsure gaze, but smiled and joined in on the hug when they all motioned for her to come over.

"Thank you."

"For what?" Sweetie Belle asked.

"For reminding me that no matter how upset I get or how rough the job gets, that I can never forget why I do this," he said quietly, releasing the hug and standing back up. "For giving others a reason to smile." He then turned his head to the side as another call for help went up. "I need to go. But I promise that I'll be there to talk with Celestia tonight and after that...how about I fly the six of you around the world a few times?" All of their eyes lit up, and they instantly agreed and backed away to give him space to take off, covering their eyes as he shot off. Even as the six of them turned towards each other and started to talk about what to do next, they never knew what they had done. They had helped a being whose heart had been broken and full of pain, and helped to mend it. As Superman finished saving the day and flying off into the distance, he looked down at the cape that fluttered behind him in the breeze and promised that he would keep it as a reminder to stay strong. Another cry went out, and Superman flew off towards it, his golden heart repaired once more.

{S}

Unknown to Superman or to any of the ponies in all of Equestria, even Celestia, another being was also putting on something new for the first time. In the laboratory of Celestia, Luthor had just finished putting on his suit of armor and started running tests. The suit was green and purple, just as he requested and completely covered his body, even having a helmet so that his face was covered. He lifted his right arm and smiled as he felt the suit comply perfectly, his enhanced strength not bending or morphing the armor in any way. He then quickly flew around the room at speeds no mortal could follow and again smiled when the suit wasn't ripped off of him. Finally, he walked over to the small blue sun that Celestia had left him and took it in his hand before placing it in his chest plate, feeling its power was over him.

"Yes Superman, your time has finally come," he said to himself as started walking towards the cell door. He then came to a stop and turned towards the briefcase that he had brought with him as a thin smile crossed his lips. "How could I almost forget the final piece of this plan?" he asked himself, as he opened the briefcase and reached inside with his metal fingers. "For what else do I need when I have you?" Once he had finished installing the final piece, he then walked back to the door and tore it off its hinges as he left. He knew where Celestia and Superman were going to talk, but Superman didn't know that he was here. That gave him the edge.

'Prepare yourself Superman,' he thought to himself as he shot out of the castle at super speeds, reaching outer space within seconds. "For your reckoning--and all of Equestria's--is at hand!" Luthor threw his head back as he began to laugh, turning his gaze towards the planet below to watch the fireworks.

{S}

Celestia watched with a scowl as Superman floated to the ground in front of her, wearing a ridiculous cape that she would expect to see at a homeless shelter. She had been waiting at the castle where the Elements of Harmony had been rediscovered, apparently having been chosen in hopes of creating harmony between them. Twilight and Luna sat at her side, and she was fully aware of both of them looking at her out of the corner of their eyes. The other Elements sat off to the side, even RD, who sat as far away from her as she could. And while most of them wore their respective Elements around their necks, RD still refused to wear hers. It had reached midday by the time that Superman had shown up, allowing the cloud cover that had been forecasted to cover the land in darkness.

"So, you finally decide to show," she said with venom as Superman stood across from her.

"Others needed my help," he explained as he sat down at the table that had been laid out for them. "I was told that we had both been called here to try and work out our differences through talking. I hope that we can put any fears you have of me to rest."

'There will be only one thing here put to rest,' she thought to herself, but took up a regal manner and began the talk. "You already know that I do not like nor trust you, Superman. I was told that you would try to convince me that you are not a threat to me or my ponies."

"And I'm not," Superman said quickly. "That is what I've been saying, and hopefully proving to you, ever since I arrived here. I don't know where you got these suspicions about me, but I can assure you that none of them are true."

"Then how about we start with this suspicion," Celestia said with a smile. "That on your planet, you act as a vigilante that fights crime outside the law."

"That is only half true. Yes, I may be a vigilante, but I always try to act within the law," Superman said with a smile. "If you want a full-on spirit of vengeance, then you'll want to talk to my friend." Celestia scowled at his smile before putting her next question forward.

"Then, how about that you save all lives, no matter if the people want to be saved or not?" Celestia asked. "Who are you to suddenly one day wake up and decide to save the world? What right do you have to put yourself above everypony else?" Superman frowned at this question, since it sounded an awful lot like a question that someone he knew well would ask.

"I am simply there to help out the best I can, I'm not there to save humanity," Superman explained calmly, having given this speech before. "Humanity, and all other races, must be the ones to create peace themselves; they must be the ones to overcome the hurdles."

"Then why are you there if not to save them?"

"To catch them if they fall," he said with a smile. While Celestia raged, RD secretly chuckled to herself. All of Celestia's best attempts to prove that he was a threat were being blown through with ease. Superman had an answer for everything, but Celestia had a few more tricks left.

"How about the criminals you fight? From what I've seen, you're an unstoppable force of good that will fight any foe to the end, but when you are victorious you are more than willing to throw the criminal in jail and call it done. Why do you not take the final step and keep your people safe from them forever?" Superman sighed again, another question that he had been asked too many times.

"Because in order to show the world that they can be better, I must show them that there is another way besides killing to solve problems," Superman explained, putting all of his emotions into this one answer in hopes that it would reach Celestia. "That peace and justice can prevail over evil if everyone tries to achieve it. That we can rise above the hatred that consumes the world and try to find peaceful measures to situations. I try to only be there as a last resort." RD snickered once again, Superman shooting down another attempt of Celestia's to try and trap him. And as she looked over at her friends' faces, it seemed that his words were winning back any faith they had lost in him.

"And of course, it's so easy to preach about non-killing when you're as strong as you are," Celestia spat. "The great and powerful Superman wants us to be like him, to find other alternatives to killing. But we are not you nor will we ever be. We can't leap across planets or throw a mountain. We are mortal. We come across situations where it is either kill or be killed. Kill, or millions will be killed instead...that fight for survival, something you will never know." The ponies all looked to Superman, expecting to hear him have some sort of comeback to what she was saying. But instead, he hung his head slightly, memories resurfacing that he didn't want to remember.

"I know what that's like," he whispered. All of the ponies looked at him in disbelief, a silence falling over all of them that was finally broken by the sound of Celestia laughing.

"What did you just say? Are you saying that the great Superman has actually killed before? Oh, I must know what happened." Superman stayed quiet for a minute, lost in the memory of the day he had to sacrifice his greatest belief.

"His name was Zod," Superman began quietly, everypony hanging onto his words. "He was an evil tyrant who only sought to bring about the second coming of Krypton and didn't care for the lives that were lost during his mission. I naturally tried to stop him. But he was as strong, maybe even stronger, than me, and he put me in a 'no win situation'. He was on the verge of killing billions of innocents, and no matter how hard I tried he would not see reason. So I only had two choices left. Let him finish his plan...or..."

"And you killed him?" Luna asked, speaking what everypony was thinking, with Superman only nodding in response.

"Oh, that is rich," Celestia said with venom. "And it just goes to show that you are no different than everypony else. You preach about non-killing, but when you are desperate you will kill without hesitation. All you've done is lie to humanity about how good and noble you are and how you're there to help, but in reality all you do is take from them-" Celestia and all the ponies screamed as two beams of fire raced by Celestia's head, burning through the wall. All of them then looked to Superman, whose eyes were burning red with rage. He slowly stood up and walked over to Celestia, the clouds covering his body so all she could see was his outline and the burning red eyes.

"I only take from them?" Superman repeated in a whisper, the ponies backing away as they felt the very air shake around him as his rage began to surface. "You have no idea how much I've given them. I have given them my freedom and my entire life. I am forever a servant to come running at their beck and call. I have given them my family and friends, constantly forcing to hurt those close to me in order to help others I don't even know. I have given them my life on more than one occasion, and I will continue to give it to them whenever I am called to do so. But do you know what I've given them that I wish I didn't have to give? I gave them my greatest virtue, that I would never kill. When I...killed Zod, I didn't just kill a random dictator bent on ruling the world, I killed one of the only other survivors of my race, one of the only other people alive that could help me to rebuild the home I lost!" Superman shouted, lost completely in his emotions. "When I killed him, I took away the only thing that had gotten me through all that loneliness, and that was my father's belief that I could show the world how to be better. That is what I lost by killing Zod. It sickens me, it disgusts me, and I wish that there had been some other way, but given the same situation with the same fate on my shoulders, I would do it again. Now tell me, Celestia, after all that I've given to the human race, tell me what I have taken from them?!" The last shout shook the entire land and the ponies all cowered from his wrath, all except for Celestia, who stared him down with cold eyes.

"What have you taken?" she asked him. "Your kind took my father from me. You have taken away both the human and our ability to grow. We no longer can advance on our own because you're always watching over our shoulders to fix any mistake that we make. We no longer need to worry about risk, because you'll be there to eliminate the danger. All you've done is taken away our ability to evo-" Celestia's words died in her throat as Superman grabbed her by the neck and lifted her up, his eyes blazing red again.

"Superman, what are you doing!?" Twilight screamed at him as she and the others stood shocked.

"Where is he?" Superman asked her. Only one person he knew would ever talk like that, and if he was here, then every pony and other creature was in danger.

"W-what are you-?" Celestia started saying before Superman tightened his grip.

"Where is Luthor?" he asked again.

"Right behind you."

Superman had barely dropped Celestia before a magic-powered fist slammed into the back of his head and drove him through the floor of the ancient castle and into the forest below, his impact shaking the whole continent. The ponies all looked at this new figure with confusion as he walked over to Celestia, who smiled up at the green and purple clad figure that offered a hand to her. "What did I say, my dear? His hand at your throat. But you have no need to worry," he began to say as he looked down to where Superman was. "Because I am here to strike down the mighty."

When Gods Fall

Lex moved his head to the side as Superman came screaming back up at him, before driving his knee into the Man of Steel's gut. The magic armor increased his already insane power and doubled it over Superman's. Supe was quick to recover and fired beams of heat vision into Luthor's face, which he blocked with his hand. Luthor tried for a right punch that Superman caught, and he used the momentum to flip Luthor over his shoulder, throwing him off into the distance.

"Why is Luthor so strong?" Superman asked Celestia, who simply smiled back at him as Luthor came flying back into Superman and took off with him. As the two titans began to trade blows in the sky, Celestia began to laugh.

"Finally, we will be able to bring down that foal," she said with a sneer while she opened her wings to fly off after Luthor. "Now, if you all will excuse me, there is a Superman that needs to be beaten." She launched herself into the air, but a strand of night blue magic wrapped itself around her hoof and dragged her back down to the castle. Celestia turned her head to glare at Luna, who had ensnared her. "Release me Luna."

"Celestia, who is that? Why is he attacking Superman, and how do you know him?" Luna asked in suspicion while the others looked on with the same confused expression. "Why have you brought him here?"

"That is Lex Luthor, one of the few people of Earth that will stand with me against Superman," Celestia explained with a laugh. "He is the one who showed me the true nature of Superman and the Justice Lords, and how they cannot be trusted. And I brought him here to kill Superman. Now if you-" Celestia scowled as a barrier shot up around her, with Luna looking at her in disbelief.

"Are you out of your bucking mind?" Luna screamed at her sister, who looked on with cold eyes. "Superman in not evil, Sister. How blind do you have to be to not see that? I knew that you were having trouble with those constant headaches, but to think that it went this far..."

"I've seen enough to know that he can't be trusted!" Celestia roared as her own horn flashed and blew apart the barrier in an explosion of light. "And I also know that I am the ruler here, and that what I say goes. And I say that Superman must be stopped."

"No, Sister," Luna snarled as she stepped towards her sister with her horn aglow. "You are only half of the power in this land. I also rule and I keep you in line. And you have far over-stepped that line." Luna's eyes narrowed as Celestia powered up her magic again and saw for just a brief second her eyes flash green.

"Do not do this, Sister," Celestia whispered.

"You have taken leave of your senses," Luna retorted as she started up her own spell. "And I'm going to help you get them back, even if I have to beat them into you. Girls, go to Ponyville. Make sure everypony there stays safe." RD was the first to nod and shot off towards town, the others followed shortly afterwards. Twilight was the last to leave and she looked back at Celestia with hurt eyes before turning and flying off, leaving the two sisters to begin battle. Far above the planet's atmosphere, Superman and Luthor were hitting each other with such force that the clouds below them were blasted apart from the impact.

"Why are you here, Luthor?" Superman asked as he drove his elbow into Luthor's face, but the magic-enhanced glass didn't crack. "What could you possibly gain from twisting the minds of this land's leader and taking from a bunch of ponies?" Luthor raised both hands to Superman's face and fired a twin burst of magic into it, blinding Superman. Before Superman had the chance to recover, Luthor wrapped his arms around Superman and drove him straight down, aiming for a small village. Superman saw the village approaching them at super speeds and strained to the left with all his might, barely managing to move the two of them away from the village. Superman was driven through the ground next to the village, and Luthor continued to drive him through increasingly stronger rocks. With a massive flex of his muscles, Superman managed to break free of Luthor's grasp, spinning around to drive his fist into the face plate and knock the bald business man back up the hole. He followed Luthor up and into the village, watching as his foe landed with a thud in the village center.

"Answer me."

"What do I get out of it?" Luthor asked him with a sneer as he got back up. "I get to watch you die, I get to take away all you hold precious, but best of all, I get the title of the first human to kill you. It's a win-win for me."

"I will stop you," Superman promised as he flew at Luthor again, throwing a massive right hand at Luthor. Luthor held out a single hand and caught the blow, creating a shockwave that shattered the buildings around them and sent the townsfolk running for their lives. "How...you have never been this strong. Where did you-?" Luthor clocked Superman with a surprise left and sent him flying through a number of buildings, smiling as Superman struggled back to his feet and rubbing where the magic fist had hit him.

"I became this strong because I am that much smarter than you," Lex said calmly as he started to dodge all of Superman's blows with his hands behind his back. "I took on your blood in order to finally have the power to defeat you. Yes, it was a hard sacrifice to make, but I did it for the sake of others and for these moronic ponies." Superman caught Luthor off guard with a blast of hurricane breath that sent him tumbling through the skies, followed by a Superman swinging both of his fists into Luthor's face that sent him flying even farther. Superman shot after him and watched with a frown as he landed in one of the more populated cities, tearing through the streets and skidding to a stop. Luthor brought both arms up to block another punch from Superman before slamming his right palm into Superman's face and following up with a right to the head, sending Superman flying into a building.

"And I will beat you, because unlike me, you have a weakness that is easy to exploit," Luthor said with scorn as he looked at the ponies staring at the two gods in terror. "You actually care for these lower-life creatures."

"Lex, NO!" Superman screamed as he flew towards Luthor, but Lex had anticipated this attack and swatted Superman aside before firing a magic beam at the ponies. Superman was fast enough to recover from the attack and throw himself in front of the beam, but the force of it knocked him through the base of one of the skyscrapers and caused it to collapse. Superman immediately saw what was going on and shot out of the rubble to catch the skyscraper before it could land on any of the ponies. "Get out of here. RUN!" Superman yelled at the ponies, who had no problem following his instruction.

"Well, not exactly what I had in mind, but it will have to do," Lex said with a smirk as he started to walk towards Superman, who was still holding up the building so that those ponies who hadn't escaped could do. Superman looked at him with rage in eyes as Lex held up his hand to Superman's face and started to course magic through it, smiling with joy as he heard Superman begin to sigh. But despite the great amount of pain, Superman's strength never wavered while he continued to hold up the building.

"I never understood how you could gain such strength from protecting those who are weaker than you, but it is just another reason I hate you." Luthor brought his fist back and punched Superman through the skyscraper he was holding, frowning as he watched the building come crashing down safely and avoiding all of the ponies. "Superman saves the day again, huh? Well enjoy that small victory, because it will be the last." Luthor launched himself into the sky after Superman, following him past the castle where two princesses were battling with all their might.

"Just give up Luna!" Celestia roared as she sent multiple comets of fire at Luna, who dodge out of the way with a graceful flip as she fired back in return with chunks of rock that Celestia shot out of the sky. "Superman has pulled the wool over your eyes to his true tactics and motivations! Why can't you see that?"

"You words will never convince me to believe that!" Luna roared back as she ripped the statue of the original Elements out of the ground and chucked it at her sister. "You are the one who has been deceived! Whoever this Luthor is, he has lied to you! Superman only seeks to help us!" Celestia rolled out of the way of the statue and teleported behind her sister, placing her horn on Luna's head and letting her memories flow through it.

"If you will not believe my words, then you will simply have to see for yourself," Celestia said as she showed Luna what Luthor had shown her. Luna's eyes widened as she saw all that Luthor had shown Celestia, from Superman taking over the world to killing all who stood in front of his conquest. When Celestia figured that she had enough, she let the magic stop and watched as Luna fell to the ground. "So what do you say now? Do you see the terror that he really is?"

""I...I...I stand by what I said," Luna said as she forced herself back to her hooves and re-ignited her magic, glaring at Celestia with rage. "That I judge others based on what they do and not what they say, despite what your memories show. So as I said, I stand by Superman and all he stands for." Celestia's look of rage returned and she charged her sister with a roar, firing with increased volume and power, forcing Luna to throw up her strongest barrier to protect herself. But her strongest shield wasn't enough to stop the power that Celestia unleashed on her sister and it shattered from one final attack that sent Luna crashing to the floor of the castle.

"If you do not stand with me," Celestia said with rage as she placed a hoof on Luna's throat, her magic glowing a crimson red as her eyes stayed completely green, "then you stand in my way. Be gone." Luna tried to throw her sister off, but there was nothing she could do as Celestia prepared the same spell that she had used long ago to send Luna to the moon for a thousand years. But this time, before the spell could be completed, a blast of green magic struck Celestia in the back and threw her off of Luna. Luna watched Celestia slam into a wall before looking to her savior.

"Chrysalis?" Luna asked in disbelief as the Queen Changeling landed beside her with horn aglow. "What are you doing here?"

"The entire town saw the fireworks that were going off here, and the girls explained to me about this Luthor when they arrived," Chrysalis explained as she offered a hoof to Luna, helping her up. "Also, this could be my only chance in this lifetime to kick the cutie mark off of Celestia and not be attacked for it, so I'm not passing this chance up." Luna looked at her with a frown but let it go with a sigh, glad to have her help even if the sole reason she was with her was to fight her sister.

"Very well then, Chrysalis, I will fight with you," Luna said while she took up a fighting stance as Celestia got back to her hooves. "But if you try to kill my sister, I will break that peace treaty personally," Luna threatened her. "Are we clear on that?"

"Crystal!" Chrysalis laughed before summoning flames under Celestia's hooves, forcing the princesses to take to the skies to avoid the fires and leaving Celestia wide open for Luna to strike her with more lunar magic. Luna blasted her with a barrage of spells, but Celestia managed to shake them off long enough to fire a spell back at her. Luna tried to throw up a barrier, but a wall of fire shot up in front of her before the spell could hit her.

"And now you're saving my life?" Luna asked the smiling Chrysalis. "Who are you and what have you done with Chrysalis?"

"I believe we signed a treaty, Princess," Chrysalis reminded her as she flipped over another burst of fireballs. "We agreed to help each other whenever the other party needed it. I don't break my word." Luna smiled at her confidence as she re-engaged her sister. Chrysalis kept intercepting all of Celestia's attacks while Luna prevented Celestia from building up her most powerful spells with her own barrage of magic.

"ARGH! I will stop both of you and then stop Superman from destroying us all!" she screamed with her eyes glowing green, while her mane was set ablaze. Chrysalis noticed this and immediately face hoofed.

"This is my fault," Chrysalis growled at Luna as the two of them combined their powers to push back a massive blaze of fire. "She's under the influence of a spell I cast on her a while ago."

"What spell? What did you do?"

"This spell takes a pony's fear and multiplies it a hundred fold, making them suspicious and distrusting of whomever they fear," Chrysalis growled as she started up the counter spell. "Sombra ordered me to do it, so that she would get rid of Superman for us, and I never took it off of her."

"Idiot. So all of her odd behavior is coming from your spell?" Luna asked.

"No, the fear is still her own, just multiplied," Chrysalis explained as another blast of magic interrupted her spell again. "Grr...can you hold her off long enough for me to get the counter-spell back up?"

"And how am I supposed to do that?" Luna asked as Celestia nearly consumed her in a blaze of magic. "In this enraged state, I can barely hold my own against her!"

"Then talk to her or something, I don't know!" Chrysalis snapped back as she started to concentrate on her spell, leaving Luna to face her older sister alone. Luna tried to think of a way to get around Celestia's all-consuming magic as her sister advanced towards her, hoping that there was something that she was missing.

"Why are you doing this Celestia? What has Superman done that has made you fear him so?" Luna asked as she started to back away from her sister and her rage-filled eyes.

"What has he done? He has taken the whole of Equestria and deemed himself savior of it. He rules through his power and puts the fear of his strength into others so they dare not to stand against him," Celestia spat back. Then Luna got it, the whole reason--not just for this incident, but all of the past events as well.

"You fear him because he's stronger than you." Luna whispered with a smile on her face. Celestia stopped dead in her tracks and Luna could see the surprise on her face. Then the look of rage returned, as she started to fire spells back at her sister, who dodged with ease.

"I do not fear him! I fear what he can do if-"

"And that is why you feared Discord!" Luna yelled to cut her off as she countered with her own lunar powers. "Yes his chaos was tearing apart our land, but he was shown to be more than capable of good deeds. But you convinced me to help you bring him down, not because of what he was doing, but because he was stronger than you! If his powers had been weaker than yours and he had been doing the same thing, you would have probably let him go!" Then Luna's face filled with her own rage as another thought crossed her mind, "And that is why you sent me to the moon. The Elements of Harmony would have been more than enough to return me to my original state, but you were afraid of my power! You were afraid that even if I returned to your sweet and loving sister, I would still be more powerful than you! Isn't that it??!"

Luna's words had thrown Celestia off balance as she tried to think of an answer to what Luna claimed. But before she could answer, Chrysalis appeared behind her in a flash of green fire.

"Suck it, Celestia," Chrysalis whispered into her ear before blasting Celestia with her magic, erasing all traces of the spell that had been cast weeks ago. But much to the surprise of Chrysalis, Celestia began to fight back against the magic. "It's no good! This isn't the spell I cast! It's something else"

"Keep it going! I think it's about time I had a little heart-to-heart with my sister," Luna said as she activated her magic and fired it into Celestia's face, transferring her own conscious into her sister's. She opened her eyes to see that she was in Equestria nearly a century ago, up in the far north before any pony had settled there. Luna looked around for her sister until she heard the sounds of explosions and somepony cry out. Luna took to the skies and flew over to where she heard the cry, gasping in terror at the sight she saw. A white alicorn was battling against a creature that looked like Superman in grey armor, the battle between the two destroyed the land around them. She also noticed that there was a dark blue alicorn watching the battle from a distance, holding a tiny white filly in her hooves.

"Celestia...?" Luna asked as she realized the small filly was her sister. She landed next to her mother and her baby sister, but the memory never saw her. A massive explosion gained her attention and she turned to see her father fly by her and smash into the ground; the creature walked up to him. She saw that the creature was indeed a similar shape to Superman and even had a grey "S" on it's chest. It grabbed her father by the throat and tried to punch him, but he caught his fist with his magic and pushed it back, throwing up a barrier around himself when it continued it's attack.

"Go get him dad!" Celestia cried out with a smile, not knowing what was about to happen. Her father looked over at her, his love for both her and Luna's mother showing in his eyes. Then, the love was replaced with a look of determination, and he threw himself onto the alien, wrapping his hooves around it as he began to glow. "Dad?" Celestia asked.

"Be a good ruler, Celestia," he said to her with one last smile before he and the alien exploded in a massive blast of magic that shook the entire continent. Celestia screamed as her mother threw up a barrier around the both of them, closing her eyes while tears started to stream down her face. Luna didn't realize that she too had been crying, until after the explosion had died down and she wiped the tears away from her eyes. Celestia jumped out of her mother's arms and raced over to the crater where her father had been, her mother vanishing into dust as the image began to change. The desert and the crater completely vanished, leaving Celestia alone in darkness, with the only other thing there being the grey "S" from the alien's chest.

"Daddy..." Celestia wept to herself as Luna walked over to her, sitting down next to her despite not being able to be seen. "I promise, I will be the ruler you want me to be, and I won't let anything like this happen ever again," she whispered, making a promise to herself as she kicked the metal plate. Luna watched all of this with tear-filled eyes, now knowing from where her sister's fear of those stronger than herself came. And even though it was just a memory, she scooped her older sister into her arms and held her close.

"Sister...I see now why you are so afraid, but you cannot let this pain drive your life," Luna whispered to her even though she knew her words wouldn't reach her. "You must be better than this. Please, become the loving sister that I know. Please..." Luna looked up as she heard a sound reach her, gasping as she saw what looked like a giant caterpillar moving towards her

"So, you are the cause of my sister's pain. Be gone." Luna fired off her most powerful spell as the creature came charging at her, causing a massive flash of light to go off inside Celestia's mind. When Luna opened her eyes, she was back in the real world next to her sister, who was waking up.

"Luna...What's happening?" Celestia asked as she got to her hooves. Luna let out a cry of joy and tackle-hugged her sister, only breaking the hold when Chrysalis walked over to them.

"As much as this lovely scene makes me want to eat something, we have bigger problems right now," Chrysalis said as Superman went flying by them and crashed into the forest floor. Luthor followed him a second later.

"This is all my fault," Celestia said as she watched the battle. "It's my fault Luthor is here and that he has his powers. I should have stopped him before, but..."

"You were under a creature's influence and were not acting like yourself," Luna said before she could finish.

"You don't understand, he will try to take over Equestria once he finishes Superman."

"What do you mean and how do you know this?" Chrysalis asked with a glare.

"I...I found out about his plans when he told me to my face," Celestia explained quickly. "But he was far too strong for me and I was placed back under mind control. Oh, Father, what have I brought upon our land?" The memories of all she had done while under the mind control slowly came back to Celestia, allowing her to see all she had done. With all the pain and suffering that she had caused, all she could do was fall to her knees, while tears started to fall from her eyes.

"Can you take away those powers?" Luna asked.

"No, he is as strong as Superman now," Celestia explained with terror in her eyes. "Only he can help us now." But contrary to what she had said, Luthor was rapidly becoming stronger than the Man of Steel. With the sun in his chest to power him, Luthor's strength was on par with Superman and quickly out-matching him. Superman had become aware of that fact while they were fighting and did all he could to try and force Luthor back.

"You won't win, Luthor!" Superman yelled as he drove his fist into Luthor's stomach, cringing as the magic armor dug into his hand.

"I only have to, once," Luthor said with a smirk as he fired twin beams of magic from his hands into Superman's face. While Superman was blinded, Luthor sent a blast of magic towards the town down below them. As Superman's eyes cleared, he could see the magic bolt heading towards those about whom he cared.

"So what will you do Superman?" Luthor asked with a smile. "Continue to fight me or-?" Superman had already shot off before Luthor could finish his sentence, while he screamed towards the magic bolt, managing to place himself in front of it before it could hit any of the ponies. The blow still sent him into the ground with even more force, and it kicked up a lot of debris consisting of dirt and stone. Luthor landed next to the crater and waited for Superman to come up, but he never expected Superman to explode from under the ground behind him and wrap his arms around Luthor's waist while he shot off into the sky again with Luthor in tow.

Superman and Luthor both rocketed into space, each one delivering heavy blows to the other. Luthor ducked under one of Superman's attacks and wrapped his arms around his back, driving him forward into the side of the moon, kicking up a storm of dust in the process. Superman groaned and looked up out of the crater to see twin boots drive themselves into his face, sending him through the moon and out the other side. Luthor flew through the new hole in the moon, punching Superman in the face with both fists, but Superman caught his arms after the blow with a growl. Superman then began to spin Luthor around and drove his fist with power into Luthor's face plate, but it barely even cracked the glass. Superman grabbed Luthor again and tossed him back down towards the planet, scowling when he saw that his armor was still holding up. So Superman caught Luthor by the throat and prepared a final blow, Lex watching him with a smile.

"So what are you waiting for? Do it," Luthor taunted. Superman gritted his teeth and swung his fist...only to see Sombra's dead face flash before his eyes, and he brought his fist to a halt inches in front of Luthor's face. Luthor looked at him with a smirk as Superman floated there, panting. "You can't even fight me at full power due to one little death? You truly are weak!" Luthor grabbed Superman's outstretched arm with both hands and drove it onto his knee, smiling to himself as he heard the bone snap. Superman screamed in pain as he floated back, clutching his elbow while glaring at Luthor, "Your fear of killing me forces you to hold back even when you need your full strength to win. By restricting yourself, you will only get you and others killed." Superman brought back his left hand and tried in for another blow, but the image of Sombra flashed again in his mind and his when his fist collided with Lex's face, Luthor barely moved.

"Very well Superman. If you do not wish to end it, I will." Superman wondered what he meant when the sound of a blade being drawn reached his ears. He barely had time to look down as a green blade slashed across his chest and the feeling of weakness began to overcome him.

"You...you had...?" Superman asked as she started to fall from the sky while his powers began to fail him.

"I always do," Luthor responded with a sneer, as he brought back his fist and drove it into Superman's "S" and sent him crashing down into the town below. A crowd of ponies formed around the crater, looking in it to see the weakened Superman, and backing away as Luthor started to head towards them. He then slowly floated to the ground as Superman weakly pulled himself out of the crater, sweat dripping down his face as he struggled to breath and glared at the green blade coming out of the left arm gauntlet.

"Kryptonite. The one material on Earth that I love more than gold, silver or anything else, because it can hurt you; because it can end you." Superman staggered to his feet as Luthor advanced towards him pointing the wrist blade at Superman's "S". "Give up Superman, you can't beat me."

"Not alone he can't!" Luthor turned his head as a blast of magic hit him in the chest. He saw the six ponies that stood in the center of the town. "We're here to help you, Superman, so it's going to be alright," Rainbow Dash said to him with a smile, the other ponies nodded in agreement.

"Get...out of...here..." Superman panted, trying to reach them but falling over as his powers continued to weaken. RD flew over to him and caught Superman, helping him back to his feet. "He's...far...out of your league."

"So were all the other foes we face, but we managed," RD said with a smile. "FLUTTERSHY! Throw me my Element!" Fluttershy nodded and tossed Rainbow Dash's Element of Loyalty at her while the others prepared for the Element Storm. RD reached up to catch her Element...and watched with horror as a blast of heat vision vaporized it right in front of her. She and the other ponies' eyes grew wide, as the ash fell to the ground, the sounds of Luthor laughing echoing throughout.

"Did you fools really think that I would let you use your greatest weapon against me, when I have little resistance to magic?" Luthor asked with a smirk as he turned his gaze towards the other ponies and sent his heat vision lancing at them, reducing the Elements they wore to ash as well. The five ponies screamed just as the rest of the town let out a gasp, while they watched their most powerful weapons be destroyed in an instance. He started to walk towards Superman again, eyes narrowing at the pony that placed herself in front of him. "Out of the way pony, I have no wish to fight you."

"But I will fight you!" Rainbow Dash yelled as she threw herself at Luthor with both hooves outstretched. Luthor let her slam into his chest and watched with a smirk as she bounced off, holding her hoof while gritting her teeth. Despite the pain, she stood back up and threw another punch that only hurt herself. While she staggered back, Twilight and the others tried to rush over help her, but Luthor used his ice breath to freeze them in place. He grabbed RD by the throat before he looked around at all the ponies watching.

"Let this be an example to all of you. My rule is absolute," he said as he drove RD into the ground, creating a small crater with her body. He stood back up and started to head towards Superman again, but he heard the sound of something hitting his leg. He looked down to find RD holding onto his leg, blood trickling out of her mouth, but a defiant look still on her face. "Don't you give up?"

"Not on your life," she said with a growl as she shot up into his helmet, slamming it with her head. Luthor's eyebrows went up as she saw the small crack on his helmet spread a bit, before he swatted RD to the side, sending her tumbling to the ground in front of Superman. She slowly got back to her hooves with blood running down the side of her head--barely able to stand--but still giving Luthor quite the impressive glare.

"Why do you resist?" Luthor asked her with a sigh. "I only seek to kill Superman; I have no desire to soil my hands with you." RD spat some of her blood into the ground at Luthor's feet, glaring at him through her one good eye.

"If I let you kill Superman, than any chance this and all the other worlds have of being saved die with him," she spat at Luthor with rage in her voice. "I will protect him."

"Do you think that you are like him?" Luthor asked her with a scoff. "Do you truly think that you can be Superman?" RD chuckled to herself when she heard that, followed by a bit of coughing.

"I know that I can never be as strong or as fast as Superman," RD admitted, which for her was more painful than the damage she had already taken. "But I can still follow his example and fight against those who would seek to oppress the weak and helpless!"

"A nice notion, but I have defeated Superman. So why bother to fight when your hero is beaten?" Luthor asked her as he quickly flew over and grabbed her by the throat, lifting RD over his head. "Why resist?"

"Because I made a promise," Rainbow Dash choked out, mirroring the words of her hero. "That I would fight all evil until my last breath. And last time I checked, you're still evil, and I'm still breathing." Luthor tightened his grip on her throat while everypony in the area watched, with Superman trying to reach her to help her.

"I have the power now; I am the strongest being in the galaxy," Luthor said with a sneer. "I am a true Superman."

"No, you're not," RD spat back. "You know nothing about what it means to be Superman. You only think that the power makes Superman, but you are so wrong. What makes him--who he is...is his heart, the heart that will give all just to make sure somepony doesn't have to suffer...the will to sacrifice his life, so that we can continue to smile. And that is the reason you'll never be as good as him, while he'll always be better than yo-"

SNAP!

The ponies screamed out in horror as Luthor twitched his hand, resulting in snapping RD's neck. He tossed her limp body to the side and looked at the stunned Superman with sheer joy on his face.

"You know, out of all the expressions I've seen on your face in all these years, I have to admit that this one right here is my favorite," he said with an evil grin. Those ponies that weren't trapped in ice all gathered around RD, whose dead face still had the look of defiance in it. Superman looked from Luthor to her, remembering how far she had come and how hard she had fought for others, despite her lack of powers. Then, something in him snapped as well.

"RRRRAAAARRRRGGGGHHHH!" he roared as he let loose all his rage and emotion before driving himself to his feet, glaring at Luthor with blazing red eyes. Then, despite the power of the Kryptonite, he threw himself at Luthor and launched the two of them into the sky far above the planet. "I will end you!" Superman screamed at Luthor. Luthor tried to stab Superman with the Kryptonite, only to watch with disbelief as Superman grabbed the gauntlet that held the blade and rip it off his arm before throwing it off into the distance. "It ends, Luthor!"

"Not yet. Because I can still do this," Luthor began as he pointed his arm at the ponies and started to channel his magic armor's power through it. Superman immediately put himself between the ponies and the blast, gritting his teeth as the magic washed over him. While he was being consumed by the magic, he never noticed the second blade that came out of Luthor's other gauntlet, until it had gone into his chest. Superman looked from Luthor to the blade in his chest, his eyes asking the question for him.

"I always carry a 'back up' on me, Luthor added. And this is a very special version. It took billions of dollars and nearly five years to perfect, but I managed to make this Kryptonite special. Instead of killing you in hours...it does so in seconds. Now, I've wanted to say this for a long time, so I'm going to enjoy it. Die!" Luthor yelled as he snapped the Kryptonite blade from his gauntlet and punched Superman in the face, sending him towards the ground below. Superman didn't even feel the pain of the impact nor the screams that followed it, because the ears that could hear clouds scrape together were silent, and the eyes that could see through worlds only saw blackness. And as Luthor landed next to him, he didn't need his super vision to see what had happened. The Kryptonite blade had done it's job.

Superman was dead.

No Matter How Far

Reconstruction of Ponyville took place over the next few days, even though the builders had said that it would take weeks for the town to recover from all the violence that it had seen. Fortunately for all of the ponies, Superman worked with them from sun up to sun down, helping to repair the entire town in little less than two days. When he was finished with that, he then helped to rebuild Canterlot before moving on to the other cities that had been damaged during his and Luthor's battle. And no matter where he went, he was hailed as hero, and ponies everywhere would line up to see him. And he would fly over the crowds, meeting ponies and sometimes signing autographs. He also noticed that while he was flying around, that ponies had started to wear outfits with his "S" symbol on it, telling him that Rarity had gone ahead with her plans anyway. He found he couldn't complain, because he often saw foals running through the streets wearing the shirts and a red sheet tied to their backs, saying how they wanted to be like Superman when they grew up.

He had also remembered to spend more time with the CMC and their friends whenever he had the time. Chrysalis had actually agreed to let her daughter stay with RD for a while so that she could learn more about pony culture and to interact with them, even if she had to threaten half of the ponies in the land before she was willing to do so. Just as he had promised, he had taken them around the world to show them all of the lands. After another day of helping out, Superman finally decided that it was time for him to leave. He had taken his ship back from the castle, and with the help of Twilight had managed to get it working again, gathering all his new friends together so he could say goodbye. And safe to say, the ponies were not thrilled.

"DON'T GO! PPPPPLLLLEEEEAAASSSSEEEEE!" Dinky begged as she held on to Superman's boots with tears streaming down her face. Superman bent down and gently peeled the pony off of him, placing her next to her friends who were also doing their best not to cry.

"I know that you want me to stay here, but I've got my own world to return to," Superman explained with a sad smile to the ponies. The Elements of Harmony were also there along with the princesses, standing with him on a hillside near where he first landed. "Plus, I don't know how long my friends would be able to last without me. Now I know they're strong, but there are a lot of dangerous foes that they'll need my help to defeat...Don't look at me like that." The five fillies had started to give him the 'puppy dog' eyes, but looked down at the ground when he asked them to stop. Celestia stepped forward to Superman, avoiding his eyes the best she could.

"Superman...I wish to apologize for Luthor's attack and the way I have treated you all this time," Celestia said as she looked down at the ground. "I let my fears of you get the best of me and...let my fears cause the deaths of some of my sub...of my ponies. I also deserve to stand trial with Luthor for my crimes." Superman crossed his arms and looked at her with a frown, knowing that she was right and that she should stand trial for her crimes. But...

"You have a lot to make up for," Superman scolded. "You caused ponies to lose their homes and sometimes their lives."

"I know that. Trust me I know," Celestia said in a whisper, shame filling her voice. From there, Superman didn't know where to go. Yes, she had assisted a supercriminal in trying to kill him and take over her world, even having a number of ponies die in the process. However, she had not truly been in control of her own actions and...he too had done terrible things under mind control--and sometimes without it. Was she guilty? Yes. Was she evil?...no. And Superman knew that putting her in a prison wouldn't help any of the ponies--or her. If he were to throw her in jail, it would be the end of her. For the rest of her immortal life, she would always feel guilty. But if she could try to make it up...

"I've decided...that I won't arrest you and I won't take you off-world," Superman said, Celestia looked up at him with disbelief. "However, in return for me not doing this, YOU have to tell the ponies what you did and why you did it. It will be up to them to decide whether you should stand trial or not, and whether they can trust you. That's my condition for helping you. You have to tell them the truth."

"But...after all I've done...I nearly got you killed, nearly got all of the ponies here killed," Celestia said as she looked around at all the ponies there with tears in her eyes. "I don't deserve to rule over them, I don't even know if I can make up for what I've done."

"It could take years to make up for this."

"I know."

"Then you'd better get started," he said with a thin smile, which grew larger as Celestia's eyes widened. "Like I said, I believe in chances. This sound good to you, Luna?"

"It sounds fine to me," Luna said with a nod.

"Well, both of you have to say 'yes' in order for it to go into effect. Are we in agreement?"

"Yes...yes we are," Celestia said as she hung her head. Superman turned away from her and looked back to the fillies with a smile. "Before I go, mind if I speak to each of you?" The fillies were the first ones to walk up to Superman, who knelt down so he could speak to them on their level.

"I'd like to thank all of you for being my friends and helping me to get used to your society," he said. The fillies all started to cry again and hugged him again. "I'll treasure the time that I spent with you guys and the cape that you gave me. Now, remember what I told all of you, try to be kind to others even if they aren't that kind to you and always do your best, no matter what you're doing." The fillies let go of him as Insectum walked over to him.

"Um...thank you for all you've done for us," she said with a small smile. "For saving my Mom...a lot and for helping to finally bring peace between the two races. I honestly never thought it would happen. And...thank you for introducing me to some new friends."

"You're welcome," Superman said as she hugged him as well. As she let go, Diamond Tiara walked up to him and motioned for him to lean in closer. He did so and she whispered to him so quietly that only he could hear her.

"I wanted to thank you again for helping me through the tough times and for helping me to realize being friends is a lot nicer that being a bully," she whispered before giving him a hug. "And thank you for never giving up on me." Superman gently patted her on the back before standing back up, looking over to the Elements of Harmony.

"Any of you have something you want to say before I go?" he asked them. Twilight was the first to walk up to him and hold out a small purple device.

"It's an interstellar communicator," she explained as he took it from her. "I made it after looking through some schematics on your ship. Since you can't hear across the vacuum of space, I made this so that you'll be able to hear us if we ever call out for you. It will blend in with your skin so that others won't get suspicious of you, and it will work anywhere, even underwater." Superman smiled and placed it in his cape pocket as Twilight stepped back and let AJ forward.

"Ya saved mah sister, mah life and all of Equestria," she said as she took off her hat with sad eyes. "Ah don't think there's anything else ah can give ya than mah thanks."

"And there's nothing else I need," Superman responded as Rarity stepped forward.

"Do you really have to go? There will never be another stallion like you," she whimpered as she hugged his torso. Superman smiled and gently patted her on the back as well. Fluttershy couldn't say anything through her tears and she simply gave him a hug as well.

"I want you to Pinkie promise me that you'll be back one day to truly experience a Pinkie party," Pinkie asked him once Fluttershy had let go.

"As long as no one's in danger, I promise to try and make it," Superman promised before receiving a hug from her as well. He looked over to RD, but she turned her face and tried to hide the tears running down her cheeks. Superman simply smiled and decided to talk to her last as he turned to Chrysalis and Luna. "I want to thank the two of you as well. It must have been hard putting aside your differences, as well as dealing with me and the constant attacks."

"Please, the only real trouble was listening to Celestia ramble on about what a menace you were and all that," Chrysalis said with a smile and a glance at Celestia, who was too ashamed to speak. "Besides, you're the one I need to thank for saving my race. Who would've thought, that it would be an alien to bring our two nations together? How you haven't managed it on your planet is a mystery to me."

"Humans can be a very stubborn race," Superman said with a smile as he turned to Luna. "I should thank you as well for standing up for me and helping ponies to acclimate to my presence on your planet."

"It was an honor to meet one such as yourself," Luna said with a smile. Finally, Superman turned towards RD.

"Rainbow Dash, mind if I speak with you in private?" he asked her, pointing into the sky when she gave him a confused look. He then shot off into the sky with her following him, coming to a stop high above the clouds that had a view of all the land.

"So, what did you want to talk to me about?" Rainbow Dash asked him as he looked over the land, scanning for any signs of trouble before he turned towards RD.

"I wanted to thank you personally," Superman said as he turned around. "I think that I've learned a lot more about this land and its creatures from being near you. You overcame your jealousy and hatred of me to become a much stronger pony in the process. You overcame your weaknesses and fears to help save lives. You became exactly the kind of person that I wish my world would have more like." RD smiled a bit at this although she did look a little confused.

"But, you're the hero. I'm just trying to follow what you taught me."

"That's the point. You stood up for those you cared about in the face of an overwhelming force. You may have been afraid, but you chose to fight. And for that, I have something for you." Superman vanished at super speeds only to return a second later holding something behind his back. "You said that you followed what your heart told you to do, and never gave into the fear; instead you fought for all that is good. And I know I could use more allies like you. So I had Rarity make you this." RD's eyes went wide as Superman held out what looked like a Wonderbolts costume, but it seemed even greater. She took it in her hooves as the full garb revealed itself, causing her to gasp in disbelief. It was a sky blue suit with golden lightning bolts down the side. But that was nothing compared to what was in the center of the chest. It was a red pentagon with a rainbow lightning bolt in the center of it, matching the symbol that was on Superman's chest.

I...I...," RD stammered as she looked up at Superman, having no idea what to say.

"I thought long and hard about it, but in the end I decided that you earned it," Superman said. "I would be honored if you would be an honorary member of the Super family." Rainbow Dash couldn't say anything; all she could do was stare at the suit Superman had given her. She slipped on the suit and looked behind at herself, realizing with a smile that the cloth that covered her wings was the same red color of his cape. RD beamed at Superman and tackled him, wrapping her arms around his chest.

"I can't thank you enough for this gift," she said happily.

"That's good, but I have one more gift for you," Superman said as she let go, vanishing once again and re-appearing with a small black box. "Now before I give this to you, I want you to promise me that you will guard this with your life and only use it as a last resort." When she promised that she would, Superman held out the box and floated backwards. RD opened the box to have a green light cover her wide eyes as Superman staggered in the air.

"No..." she whispered as she saw the green blade that lay in the box, looking up to Superman with a look of disbelief. "No! You can't give me this! This is the only thing in the entire galaxy that can kill you! You shouldn't be giving this to me!" Superman smiled when she closed the box as he floated over to her and placed both hands on her shoulders.

"I am giving this to you because I know that as a friend, you will use it if needed," Superman explained. "As crazy as he is, Luthor's right about me in one regard. If I were to go bad, there are not that many beings who could stop me. And most of those individuals are on Earth. If I were to attack here, I'd like to know that there was somepony I trust to stop me. And that pony is you."

"But you'll never go crazy and attack us," Rainbow said with a laugh. "You would never-"

"Maybe not voluntarily, but I have been mind-controlled before," Superman reminded her. "And if you had this then, you would have been able to stop me that much easier. I'm not giving you the source of my weakness so that some pony can stop me; I am trusting you to be strong enough and loyal enough to me that you'll use it if the time comes. I have only given kryptonite to one other person and I trust them completely."

"So does that mean you trust me just as much as him?" Rainbow asked with a smile.

"You already know the answer to that," Superman said with another smile as he looked back down to the ponies waiting for him. "So how about you head back down to the others? I have two more stops to make before I go." RD nodded as Superman flew off into the distance, watching him go before opening the box one last time to look at the green blade inside.

'I know you gave this to me to keep us safe, but I know I'll never need to use it on you,' she thought to herself as she closed the box. 'You're an unstoppable force of good and I'll stay loyal 'til the very end...Clark.' RD shot down to join the other ponies, while Superman came to a stop just in the center of a small cemetery. He knelt down in front of one of the tombstones and closed his eyes.

"I'm sorry that I couldn't stop Brainiac from killing you," Superman said softly. "But know that you're daughter will remain safe as long as I live. I will keep her safe." Then Superman shot off into the sky again, this time coming to a stop in front of a small tombstone that was in the center of a large field.

"And I'm sorry that I couldn't save you," Superman whispered, placing a single flower on the grave. He then shot off one last time towards Ponyville, landing in front of the ponies. He headed over to his ship and prepared to climb inside, but a filly stopped him before he could.

"Y-you'll be back, right?" Tiara asked him, all of the other fillies nodding in agreement.

"Remember what I promised you?" Superman asked her with a smile. "That no matter where you are or I am, I'll be there whenever you call. And I keep my promises." Tiara smiled at his words as he turned and hopped into his ship, closing the hatch and starting up the engines while waving all the ponies clear. Once the thrusters were at full capacity, he waved goodbye one last time to the ponies before shooting off into the great unknown. As he flew away, Superman wondered if he should have told RD about the final gift he had given her. But then he smiled to himself, thinking it would be more fun for her to find out on her own. So he shot away in his space ship, feeling a sense of hope fill up his heart.

"And just like that, he's gone," Dinky said sadly as she hung her head. RD walked over and stood next to her and gently placed a hoof around her shoulder, smiling at the filly.

"Yeah, he's gone for now, but he'll be back," she reminded her as she walked the two of them over to the others. "Remember, he'll be back whenever we call--and that's a promise. Now how about I take you and Insectum to see where the Wonderbolts train, since your friends are technically still grounded?" Dinky looked up at her with a smile while the CMC complained and hopped onto RD's back, Insectum joining them once she managed to convince Chrysalis to let her join. With everyone on her back, RD shot off into the sky faster than a speeding bullet with a blazing red trail behind her.

As Superman flew away and broke orbit, he looked back one last time at the small planet below him, wondering how many more were like it in the universe. And although he did worry a bit about them, there was somepony he trusted there that would keep them safe.

'They're in your hooves now, Rainbow. Make me proud.' The thrusters reached full power and with a single blast, Superman shot off into the galaxy. He had already traveled through a number of star systems when a small green planet caught his attention. He slowed the ship down so that he could get a better look at it, noticing with a frown that there seemed to be a massive battle going on down below.

"No rest for the weary, huh?" he said with a smile as he pointed his ship down at the planet, preparing to go save the day.

(S)

Three months later.

Fire ponies raced back and forth between he buildings as house after house caught on fire, desperately trying to keep the blaze under control. They had gotten most of the ponies out of the houses in time, but a small filly had been trapped inside where the building was about to come down. She sat huddled in the corner while the flames got closer and closer to her, the thick smoke starting to choke her breath. She cried out for help, but it was drowned out by the roar of the flames and the sounds of the building coming down. She heard a sound above her and lifted her tear-stained eyes to the ceiling to see the roof about to give out. She screamed and closed her eyes as the ceiling collapsed on her...only to open her eyes again when she realized that she was still alive. She looked up in confusion only to have her eyes widen in shock when she saw a pony standing over her, holding up the ceiling. Although she couldn't see much through the smoke, she could clearly see the blue suit with the golden lightning bolts down the side of it, along with the red wings on the back. But what caught her attention the most was the rainbow lightning bolt in the center of a red shield, a symbol that told all who saw it that they were safe. The pony holding up the roof looked down at her with a smile, a smile that calmed her fears when she saw it.

"Don't worry, I'm here. You're safe now," the pony said to her. The filly's face lit up with happiness when she saw the pony, already knowing who it was.

"Supermane!" Supermane threw the chunk of ceiling to the side with a grunt, scooping the pony into her hooves as the room started to collapse around them. She wrapped the filly tightly in her arms while she threw herself at the wall, bursting through it just as the building collapsed behind them. The ponies cheered for her as she set down in front of them, gently placing the filly on the ground and smiling when she raced over to her mother. The ponies who had watched the building burn all surrounded Supermane and tried to thank her, but she waved goodbye to them and shot off into the air, breaking through the cloud cover and coming to a stop under the sun.

"You were right, Superman," she said to herself as she closed her eyes and opened her arms while the sun's rays struck her. "Ponies' smiles are a reward in and of themselves." She floated over the land, letting the sun recharge her, since she had used a big chunk of her power saving the filly. Her rainbow mane floated gently beside her in the updraft and her suit shone like the sun as the rays bounced off of it. Ever since that day three months ago, she had been getting stronger and stronger under the sun.

"You might have left Equestria, but a small bit of you remains in me," she said to herself as she looked down at the suit with a warm smile. "Although, I wish you would have told me that you left me with a bit of your powers...I'm tired of kicking down buildings." Then she heard a cry for help off in the distance and her eyes snapped open with a smile. "Time to save the day once again." Supermane rocketed off towards the cry for help, moving as fast as she could to get there in time. She broke the sound barrier with ease as she flew through the sky, but if she had looked behind her she would have seen something that made her smile.

There were three sonic booms behind her.

(S)

Metropolis.

"Clark, I thought I asked you to have that article on my desk ten minutes ago!" The Editor-in-Chief of the Daily Planet yelled across the busy room at a single news reporter who sat at his desk, typing on his computer much faster than a normal person could type at nearly a thousand words a second.

"It's already on your desk, Perry!" Clark Kent yelled back with a smile, knowing that the paper hadn't been on Perry's desk until a second ago. Perry walked back into his office to find that the report was there, much to his confusion. Clark let out a sigh and leaned back in his chair, looking at the finished report in front of him with a smile.

"Hey Smallville, you doing anything during lunch?" Clark looked to his right to see that his fellow reporter, Lois Lane, was standing next to him, smiling that radiant smile of hers towards him.

"Actually no, I'm quite free at the moment," Clark said, smiling back, as he sat back up in his chair, getting to his feet while he fixed his sports jacket. "Are you inviting me to lunch?"

"Maybe I am," she teased as she wrapped her arm through his, heading for the elevator. Clark smiled as he started to walk with her, until...

'Superman!'

Clark immediately tensed up as the sound of five voices cried out for him. Lois noticed the sudden change in his demeanor and let go of his arm with a sigh.

"Gotta go, huh?" she asked him with a sigh.

"Sorry Lois, duty calls," he said with a shrug as he raced out of the room.

"Smallville, I know you like to help, but you didn't need to take Atlas' job from him," Lois said with a sigh. Clark raced upstairs to the top of the building, throwing off his sport coat as he ran up the stairs to the roof. He smiled to himself as he thought about the ponies and how they must be without him there. Apparently something was going on or else they wouldn't have called for him. It could be the end of their world as they knew it, or it could simply be that the CMC had finally gotten their cutie marks. But either way, he never ignored a cry for his help. So as he rushed onto the rooftop of the daily planet, he grabbed his shirt with both hands and tore it back. Underneath the shirt was a red "S" on a blue suit and a red cape that was stained with gold glitter.

Superman was on his way.

Author's Note

And that is the end if this story as it flies up, up and away, I have begun prep on two DC stories. They will take a little longer than usual to get out, but both should be an interesting read. Because in the next two stories, a light will shine for all in the dark and Equestria will freeze over.

To Follow in His Footsteps

Superman couldn't believe that he had been tricked by the three fillies, who took almost every opportunity that they had to try and get into trouble. A few days had passed since the whole thing, but it still didn't make it any more believable. But what they said had been true, and they technically hadn't gotten into trouble because he had stopped them before they could. So, the first thing that he saw when he woke up in the barn that morning was the smiling face of Applebloom standing over him.

"Morning, Superman!" she said in a very happy voice, while jumping off of his chest as he sat up. "Are ya ready to go to Canterlot?" Superman grunted in reply and looked through the barn to see that the sun had only just started to rise into the sky. SHE was up at the crack of dawn?

"You're certainly up early," he said with a yawn as he floated to his feet above his bed of hay.

"Nah, not really. This is around the time ah usually get up to help out on the farm before school," she explained as the two of them walked out of the barn. Superman rubbed his eyes and looked around as the sun cast its golden rays on the land, filling it with warmth, while powering the Man of Steel. He smiled as old memories of his childhood came back to him, getting up at dawn, back when his pa was still alive and the two of them would work the fields, first thing in the morning. They never spoke during this time because no words needed to be said. He sighed happily as Applebloom looked at him impatiently.

"Come on Superman, ah really want to go to Canterlot soon!" she whined.

"Have you finished your chores?" he asked her with a look. She took in a breath to answer before sprinting off into the house, followed by a crashing sound and her sister's voice soon after. Superman smiled with a shake of his head as he walked inside the house, ducking slightly as he entered, so as not to destroy the door frame. All of the other Apples were already awake and had started their tasks for the day. Applejack was cooking breakfast for the family, while Big Mac was preparing to go out into the fields and gather apples. Applebloom was getting lectured by Granny Smith about running in the house, and Superman noticed a broken picture frame on the floor where she had run into the wall.

"Morning, Superman," Applejack said with a smile as she tossed him a plate of pancakes that he caught in one hand. "Ah see that Applebloom took it upon herself to wake ya up. Sorry about that."

"It's alright, this is usually the time I get up as well," Superman assured her as he sat down at the table, the other Apples soon joining him. Applebloom kept bouncing up and down in her seat, impatiently waiting for Superman to finish so that they could go to Canterlot.

"So, ya said that ya grew up on a farm as well," Applejack said after Superman devoured his breakfast and had gone back for seconds. "Do ya mind telling us a little about what yer farm was like. Ah've never heard about human...er, Kryptonian farms before."

"It's a human farm, don't worry," he replied as he took his plate to the sink. "And it's not that different from yours. Mine was a lot bigger though, and we usually worked from sun up to sun down. The only real differences are that on my farm it was just me and my pa who worked the fields, while ma kept the house clean. That, and we raised grains and corn instead of apples."

"Wow, how'd ya manage to do anything if it was just the two of ya?" Applebloom asked him as she stopped bouncing.

"You forget who you're talking to here," Superman replied with a smile. "I could do a full day's worth of work when I was little, but most of the time we took our time to do the work and simply enjoyed being in the moment. There was really no point in rushing work, if you do a bad job, as pa used to say. Of course, he'd still give me a talking to if I ever tried to shirk my duties and his words could pierce even my skin."

"Sounds like you had a pretty good childhood," Granny Smith said with a grin. "Ah like this here pa feller."

"Yeah, he was a big influence on me when I was growing up," Superman said with a sad smile. "Alright then, I believe I owe Applebloom and her friends a tour of Canterlot, so I'd better go round up the rest of them." Applebloom sqeeled with delight and shot out of her chair, jumping up and down by the door while Superman walked over to it slowly. But much to both of their surprises, Applejack got up as well and followed them to the door.

"Um, Applejack? Only mah friends and Superman were gonna go to Canterlot," Applebloom told her sister, who stood by the door as well. "Um, that means not yah...hint hint."

"Sorry sis, but there's no way that ah'm just gonna let the three of ya go to Canterlot unsupervised," Applejack said with a smile. "No offence, Superman, but ya could be called off to save somepony and that would leave the girls on their own in Canterlot. And the ponies there have done nothing to deserve that."

"Hey!"

"I have to agree with your sister, Applebloom. I don't want the three of you unattended if I have to go help somewhere," Superman said. "She comes with us."

"Fine," Applebloom grumbled as she walked out the door, muttering to herself. Applejack waved goodbye to her family as they followed Applebloom outside. Applebloom asked Superman to fly them to Rarity's to pick up Sweetie Belle, but Applejack told her that they should just enjoy being in the moment. AB sighed and muttered to herself again while Superman and AJ continued to talk.

"Must be interesting having all those powers," she said as they walked. "What's it like to know that yer the strongest thing out there?"

"First off, I am not the strongest creature in the galaxy," Superman said with a shake of his head. "Darkseid would answer that for me. Second...it's a little terrifying at times."

"How could ya possibly be afraid of anything?" Applebloom asked, slowing down enough so that they could walk side by side. "Ya have all the power in the world. What could ya be afraid of?"

"For starters, I'm afraid of what will happen to others if I don't get to them fast enough when they're in danger," Superman told her. "Second, I'm afraid of what would happen if I ever had to fight 'full out' and there were innocents caught in the crossfire. As the both of you saw, my power isn't exactly easy to control."

"Ya knocked one of our trees to Manehatten," AJ answered.

"I wondered where it had gotten to," Superman said with a shrug before going back to the previous question. "And just because I'm bulletproof doesn't mean that others are. I'd rather bite the bullet myself rather than have it bounce off of me and hit someone else."

"So why did ya decide to become a hero?" Applebloom asked him.

"Because the world needed one," he replied with strength. "Now some people on my planet might disagree and believe that I'm lying, but the truth of the matter is, I simply wish to help."

"After all you've done, who would say that ya weren't there to help?" AJ asked.

"Well, one of them is named Luthor, who is probably the person that speaks out against me the most," Superman said with a frown.

"What kind of pony is he?"

"He may call himself a genius and a savior of mankind, but in reality he's just another criminal, albeit a smart one." The group walked into Ponyville where most of the ponies were just getting out of bed, so the streets were mostly quiet. The few ponies that were out all waved to the group, Superman waved back with a smile.

"The ponies here have really come to like ya," Applejack said, after a group of foals had run up to him and asked for an autograph. "Of course, ya are a hero, so I can understand it."

"I just like to help. Ah, here's Rarity's." Superman walked up to the door of the Carousel Boutique and knocked on the door a few times before stepping back. The answer he got was not what he was expecting.

"Go away! What kind of pony would bother me this early in the morning?" Rarity's voice shrieked from inside. "No pony in their right mind would be up at this hour! Come back later!"

"Rarity, it's Superman. I just stopped by to..." Superman listened as Rarity gave another shriek and heard her fall out of bed before racing down the stairs to get the door. He heard what sounded like the lock being ripped out of the door, and the door swung open to reveal a smiling Rarity.

"Why Superman...this is so unexpected," she said while batting her eyelashes. Superman looked back at AJ who rolled her eyes. AB ran past her to go wake Sweetie Belle, while Superman and AJ walked into the shop. "Please, make yourself at home Superman. Is there anything I can get you? Water? Tea?"

"No thank you, I just came for my suit," he replied courteously. Rarity's face fell a bit but she nodded and went into the back room. Superman took a seat as Applebloom and Sweetie came tumbling down the stairs, landing in a laughing heap at the bottom of the stairs.

"Alright darling, here is your suit," Rarity said as she walked over to Superman with his suit floating behind her. Superman thanked her and once again put it on faster than any of them could see. Rarity sighed as he handed her the black and silver suit before standing up.

"Thank you again for mending it Rarity," Superman said with a smile that almost melted her. "It means a lot to me. I'll find a way to pay you back."

"Nonsense, what you've done for us is more than enough," Rarity replied as she brought the black clothing into the back. "But you'll be glad to know that I'll be coming as well to Canterlot. There is going to be a premiere fashion model there and I must learn her secrets." The way she said that made Superman feel bad for the pony that Rarity was going to interview. He stood up and smiled at the familiarity of his old suit. The fillies ran past them into the streets as the others followed. With Applebloom and Sweetie with them, that just left...

"So where does Scootaloo live?" he asked the two of them. They stopped playing for a second before answering.

"She lives in the town orphanage," Sweetie replied softly. "Her parents vanished years ago." Superman frowned at that, immediately empathizing with the filly. He might have parents, but his best friend had lost his in a terrible tragedy and Superman's real parents had died along with the rest of his species when Krypton exploded. He wondered how she managed to remain so upbeat despite her parents being gone.

"Alright, let's go get her," he said as they walked to the orphanage. On the way over, Rarity kept talking to him about some of the adventures that she and the others had experienced, most of the time putting herself in the role as the one who saved all the others. He knew whenever she was lying, because Applejack laughed to herself. When they had finally arrived at the orphanage (after Rarity had told him about how she brought a legion of Diamond Dogs to their knees, which according to AJ was true), Superman frowned to find that it was a pretty shabby building, needing a lot more than a new coat of paint. The two fillies ran inside to get their friend while Superman stayed outside with the other two.

"Sad, isn't it?"

Superman turned to see RD, Pinkie, Twilight and Fluttershy all walk up behind the group, even though he had heard them coming a mile away. "Poor kid's been here for years now, still hoping that one day her parents will return."

"I take it that you all are going to Canterlot as well?" Superman asked them. Their's eyes all widened and Twilight looked at him with a bashful smile.

"Well, today was the day I'm supposed to give what I learned about friendship to Princess Celestia, so I figured that if you and the girls didn't mind, I-"

"Fine, you all can come," Superman said with a sigh, wondering how it had gone from three fillies to a whole group in a little under an hour. Scootaloo came racing out of the building followed by her two friends, who skidded to a stop in front of him.

"Hey Superman! Hey Rainbow Dash!" she said excitedly as she looked back and forth between the two. "Are you coming to Canterlot with us as well, Rainbow?"

"Yeah I am! I figured that you guys could use some awsome with you while you're there," she said with a smile and a pose. Scootaloo looked up at her in awe while the other ponies rolled their eyes. Superman was actually glad to have her with him, just in case something went wrong.

"Alright then, we'll meet you there," Scootaloo said to the other ponies as she and the other two ran over to Superman.

"What are you two talking about?" Twilight asked as the fillies crawled up Superman and into his arms.

"Because we're taking the express train to Canterlot! Superman away!" Scootaloo cried out with a laugh. When she realized that they weren't moving, she looked at Superman who had raised an eyebrow at her. "Please Superman?" Superman sighed as he looked at RD and motioned his head to Canterlot. The two of them then shot off towards the city, leaving the other ponies there to take the train.

(S)

The three fillies shrieked with glee as Superman flew through the air at a much slower speed than usual, slowed down so that they could look around as they flew, and so that RD could keep up with him. He cast a quick glance behind him to notice that the others had just reached the train station and the train was at least ten minutes away, so he estimated that they would be there in half an hour. Superman and the others reached Canterlot a few seconds later, so he gently descended into the city, much to the surprise of the ponies there.

"Well, here we are," he said as he put them on the ground, with the girls practically slipping out of his arms, they were so excited. The moment their hooves hit the ground, the three tore off towards the first store they saw, but a red blur moved in front of them. "Hold on now, don't just go running off. I promised your sisters that I would keep an eye on you and if anything were to happen, they'd kill me. If the three of you want to go somewhere, we'll all go there together."

"Aw come on, do we have to?" the all asked.

"Come on you three, you get to hang out with Superman and Rainbow Dash all day. What do you have to complain about?" Rainbow asked them, They all thought about it and agreed that they were lucky. So, they tried to follow Superman the best they could...until they saw the princesses.

"Hiya princesses!" they all cried out as they ran over to the three princesses. Superman watched as Celestia, Luna and Cadence walked over to him with Shining Armor following them. He noticed that Celestia's eyes narrowed when she looked at him, while Cadence hid behind Shining Armor at the sight of him. Luna knelt down and let the fillies jump into her hooves.

"What are you doing here?" Celestia asked Superman coldly.

"I promised the girls that I'd take them to Canterlot if they could stay out of trouble for a day," he replied in an emotionless tone. "And they somehow managed to do it, so here we are." Celestia didn't look too happy about that, but she knew that there was nothing she could do. Superman also noticed that Cadence was hiding from him behind her husband, who was also looking at him warily. Apparently they were still afraid of him from his words the other day. The fillies spent a few minutes telling Luna about what they had been up to, while Rainbow Dash tried to talk to Cadence, but she refused to get any closer. Shining just glared at Superman the entire time, so Superman just ignored him. He instead focused on something that was bugging him, like the sound of a bug flying super fast. He had heard that sound before, but he couldn't place it.

"Wait a minute," he muttered to himself, looking to where the buzzing was coming from. "That sounds like-AARRGGGHH" The ponies all screamed as a torrent of green magic consumed Superman and drove him through the streets of Canterlot, pushing him out of Canterlot entirely. The ponies only had a second to register what had happened before even more bolts of magic came flying down around them, tearing apart the city. Shining Armor threw up a shield around his wife and struggled to keep the shield up against the onslaught. Luna had thrown up a barrier around the CMC to protect them while RD flew in between the shots and looked to the sky.

"What's happening?" Celestia asked, as she too used a shield to repel the magic. The fire suddenly came to a stop, but none of the ponies lowered their shields; instead they kept up their guards. Then they heard the sceaming, a scream so loud and so full of rage that none of them could guess what was going on. They all looked up into the sky to see Chrysalis blazing towards them with green magic surrounding her as she flew down towards the city.

"Chrysalis? What is she doing--" Luna asked before a massive blast of magic blasted her shield apart and tossed her across the ground. The three fillies she was protecting screamed as magic burned all around her. Celestia was the next to be blasted aside by Chrysalis' rage-fueled magic. Shining Armor looked on in fear as both princesses were blasted away, channeling all of his magic in his barrier to keep Cadence safe. Chrysalis came crashing down in front of them, her whole body shaking from rage.

"You took them from me," she said in a whisper.

"What are you talking about? We didn't--" Shining Armor never finished his sentence as Chrysalis blasted him out of the way with one well-placed shot, devastating his shield despite his power. Cadence cried out as he was blasted aside, but before she could run to him she was surrounded by a circle of green fire. Chrysalis walked through the flames and right up to Cadence, her eyes glistening with tears.

"You killed them," she said in a dead whisper.

"W-what are you-?"

SMACK!

Cadence's head snapped to the side as Chrysalis slapped her across the face. Cadence's rage built, but one look into Chrysalis' eyes replaced her rage with fear. Chrysalis' horn began to glow a pure red and she glared at Cadence.

"Now you will die with them."

Cadence backed up as Chrysalis pointed her horn right at her.

"No, she won't."

Chyrsalis roared as Superman came bursting out from under the street and hoisted her into the air, turning her head so that her magic fired off in the wrong direction. Chyrsalis screamed at him and with a strength that Superman didn't know she had, she bucked Superman just enough to turn her head to blast Superman in the face. Superman growled and let go of her to rub the magic fire off of his face while Chrysalis smiled.

"I figured that you would show up," she said with an evil smile, but Superman noticed the tears in her eyes. "So I prepared a surprise for you." She clapped her hooves and two massive explosions shook all of Canterlot. Superman looked down at the city with horror as the city of Canterlot shook and began to move slightly.

"What did you do?" Superman yelled at her as she began to laugh.

"I destroyed the supports that connect the city to the mountain," Chrysalis said with a smile. "And now the entire city of Canterlot will fall to the forest below and possibly crush Ponyville in the process. Of course, even if it doesn't, none of the ponies will survive. Unless of course, somepony stops it." Superman glared at her but knew that she had trapped him. He sped off towards where the princess were getting up.

"Luna. Celestia. You two are with me," Superman told them quickly. "I need the two of you to see if you can repair the supports to Canterlot while I hold it up. NOW!" he roared before either of them could argue. Superman flew underneath the city and caught it on his shoulder, pushing up with all his might to keep it from sinking. Luna and Celestia flew towards the destroyed supports to repair them, leaving Cadence next to Shining while Rainbow Dash kept the CMC close to her. Chrysalis floated down and landed in front of Cadence, her horn flooded with power and eyes full of rage.

"Why are you doing this, Chrysalis?" Cadence asked her as she tried desperately to get Shining to wake up. "Are you still mad about what happened at the wedding?"

"Shut up," Chrysalis whispered. She looked down at Shining Armor with her tear-stained eyes. "One of the beliefs in my kingdom is an eye for an eye. You took my children from me," she whispered as she used her magic to pin Cadence to the ground as she lifted a hoof over Shining's head. "So I'll take the one you love."

"NO!" Cadence screamed and fought with all her might, but the rage-fueled magic held strong. Right before she brought her hoof down, a blue hoof smacked her in the side of the head. Chrysalis staggered back and glared at the pony who had attacked her.

"What do you think you're doing?" she asked with venom.

"I was about to ask you the same thing," Rainbow Dash responded, taking up a fighting stance and bouncing on her hooves. Chrysalis roared and unleashed her fury upon RD, who ducked and weaved in between each shot, moving her farther and farther away from the pinned Cadence. The moment that Cadence and Shining were in the clear, RD shot through the spells and drove her front hoof into Chrysalis' face. Chrysalis staggered back and tried to tear RD's throat out with her teeth, but Rainbow rolled under the bite and slid between her legs, driving her rear hoof into Chrysalis' gut. Before Chrysalis could recover, Rainbow Dash jumped up and drove her elbow into her head, dazing her. RD took up another fighting stance as Chrysalis recovered, glaring daggers at Rainbow.

'If Chrysalis wasn't so mad, I'd probably be dead right now,' RD thought to herself as she dodged another attack. 'But what could have angered her so much that she'd attack Canterlot completely on her own, even when she knew Superman was here?' RD rolled under another blast and barely jumped back fast enough to get out of the way of a hoof strike.

"You can't keep dodging forever!" Chrysalis roared as she fired more and more magic towards RD, who was having a much harder time dodging all of the shots. Rainbow Dash smiled as she flipped over a shot.

"I don't need to," she said with a grin. Chrysalis wondered what she was saying, but all thought was blasted from her mind as Cadence hit her in the back with all her magical might. Chrysalis coughed once and fell to the ground. Cadence walked over to her and glared sheer venom at her, her eyes blazing with hatred.

"You dare?" she whispered as she fired another blast into her body again. "You dare to threaten my husband after attacking me and my child?! I should...no, I will kill you."

"Do it then," Chrysalis said as she closed her tear-stained eyes. "Now I can finally be with them." Cadence started to finish off Chrysalis, but a rainbow blur put herself between Cadence and Chrysalis.

"Whoa, hold on a minute," Rainbow Dash said as she put up her hooves to try and stop Cadence. "She's beaten. there's really no need to finish her off."

"Yes there is," Cadence said in a whisper as she pushed her way past Rainbow. "She dies now."

"Not on my watch."

Cadence backed up in terror as this time a red blur moved in between her and Chrysalis. "I've seen enough killing since I got here. No more," Superman said as he floated in front of her, arms crossed and giving her a cold glare.

"She attacked my family!" Cadence roared in rage, glaring into Superman's eyes as he simply stared back at her. "I have to kill her to keep them safe!"

"And how many will have to die before your family is safe?" Superman replied coldly. The CMC ran over to Superman, but RD stopped them before they could get close. Celestia and Luna landed behind Cadence. Luna went over to check on Shining Armor while Celestia walked up to Superman.

"I have listened to the entire conversation and I agree with Cadence. She's too dangerous to let live," Celestia said. "I will kill her." The two of them backed up in fear as Superman's eyes began to glow red.

"No, you won't," Superman said quietly. Celestia and Cadence glared at Superman while charging their magics. Superman simply stared back, preparing himself for a fight that he really didn't want to have, but would fight to the end to protect the being behind him. The two princesses probably would have taken that opportunity to attack if some ponies had not also taken that moment to show up.

"Um, are we interrupting something?"

Superman and the princesses turned to see the Elements of Harmony standing in the city center, looking at them with confusion.

The Heart of a Superman

"I did it! I actually did it!" Luthor screamed out into the sky as he placed his hands on his head, looking down at Superman's corpse with disbelief--and a massive smile on his face. The ponies of Ponyville all looked at their fallen hero with tears in their eyes, not wanting to believe what they had seen. But it had happened. Somepony had managed to kill Superman.

Luthor gloated, "I didn't actually think it was possible. He's found a way to defeat me so many times that I was beginning to think that it was impossible to kill him. But now I stand supreme! No one can challenge me!" Luthor screamed with sheer delight in his voice as tears began to stream down his face, tears of joy that he had never thought he would shed. Then he regained control of his emotions and stood back up, looking towards the spot where the princesses had been watching the battle. "It is time for a new world order." Luthor shot off towards the princesses, wondering if they would accept his terms of surrender, or if he would have to make an example out of them. Luthor came to a halt in mid-air in front of them, sneering at their horrified faces.

"W-what are you doing here?" Chrysalis growled at him as she started to back away. "Superman should have dealt with you by now!" Luthor then laughed, sending chills down their spines as they heard it.

"Your Superman is dead, and so is any chance you have of stopping me from leading your ponies," he said with a smile as he landed in front of Celestia. "And I owe all of it to you, your Majesty," he said in a mocking tone as he performed a half bow, smiling as she looked at him in disgust.

"What do you want?" Celestia asked with sheer venom in her voice.

"Simple; the complete and utter surrender of the ponies and changelings," he said. "And if you don't, I will wipe out another one of the five Elements of Harmony until you do."

"We will never...wait, five?" Luna asked in confusion. "There are six Elements of Harmony!"

"There WERE six," Luthor said with a venomous smile of his own, the implications of what he was saying made Luna's rage shoot to the surface, and she would have attacked him right there if Celestia hadn't held her back. "Now then, the terms of surrender, if you please."

"What is going to happen to us?" Celestia asked.

"I'm glad you asked. First, you're going to sign a paper saying that you will hand over all of Equestria to me. Then, I am going to kill all of you," Luthor said with delight.

"Wait!" Celestia cried, causing Luthor to look at her with a raised eyebrow, "you cannot kill both of us. It may not work the same in your world, but in mine, my sister and I control the sun and moon! If you kill both of us, the planet will quickly die. Kill me, if you must, but spare my sister, for everypony's sake!" Luthor glared at her for a few seconds before a huge smile broke out across his face.

"Oh, very well, Celestia, I'm in too good a mood to refuse. But we get this done now, or I will start killing again." The three rulers looked at each other, knowing that they had no choice but to do as he said. As they prepared to work out terms of surrender, Luthor was oblivious to the fact that five little fillies and a changeling had run over to Superman's body. No pony had dared to go near it, in case they drew the eye of Luthor, but the six didn't care. Their hero was hurt and they needed to help him.

"Is he alright?" Sweetie Belle asked as they looked down at Superman's body, having to look away when she saw the blood seeping from the wounds.

"No, from what I can see he's dead," Insectum said with a shaking voice, removing her hoof from his neck when she couldn't find his pulse. "And judging from the green blade in his chest, I think that we know why." She looked behind at the fillies, who were horrified to see that she had brushed off death so well, especially since it was Superman. "Back when the changelings were starving," she explained, "I was used to seeing death every day...even in my family sometimes." The girls didn't know how to respond to that, so they simply focused their efforts back to Superman.

"So how do we...bring him back?" Dinky asked, tears falling down her face. She and the other girls had never expected to see this day. Superman, to them, had always been the unbeatable force of good, the one pony that would never fail them. So, to see his broken and bleeding body laying in front of them was...hard to swallow, to say the least.

"We can't bring him back, he's dead!" Scootaloo said with raw sorrow in her voice, ignoring the tears streaming down her face as she let despair grip her heart. "You can't bring the dead back to life! It's-"

"Don't you dare say it!" Tiara yelled before Scootaloo could finish her statement, making all the ponies look at her with their faces full of despair. She, too, was trembling with emotion, but she refused to let her fears impair what she knew. "Don't you dare say it's impossible, especially when we're talking about Superman! We thought it was impossible for there to be aliens, yet he proved us wrong! We thought it impossible for the changelings to be our friends, but he brought about peace with them! So don't tell me it's impossible; don't tell me that there is something that Superman can't do!" Tiara's words spoke for her emotions, but the others just didn't see a way to help. Except for Dinky.

"Didn't he say...that no matter what happened, he'd be there for us if we called?" she asked the five of them with her last strand of hope on the line. "He even made a Pinkie promise. And nopony breaks a Pinkie promise, especially him." The girls all looked to her, knowing that she was grasping at straws but wanting to believe her any way. They knew it was hopeless, but just as they had done before, they all put their hopes in Superman one last time.

"Superman," Dinky whispered to his body, praying to any pony out there that he would hear them. "Please. We need your help."

{------}

Superman blinked twice and opened his eyes, realizing that he was staring at nothingness. He sat up and looked around the empty white space, noticing that nothing in his body hurt any more, and that the Kryptonite that had killed him was gone. He was glad for that, at least. What he didn't like was that he couldn't hear the sounds of anything other than his own breathing; no cries for help or sounds of battle. It was quiet...and Superman hated quiet. He stood up and scanned in all directions, scowling as he saw nothing for miles. He was just about to fly off when he became aware of a presence behind him. He turned around to find...

"And who are you six?" Superman asked as he turned to see six deities floating before him. One was a pony that radiated power, another was a griffon that stood proud and true. The dog next to it judged Superman with eyes that bore nothing false, and the changeling next to it had a smile on its face that was more peaceful than dangerous. A zebra watched him with loving and caring eyes, while the dragon beside her snapped his fingers and repaired Superman's suit. "And just who are you six?" he asked. They did not answer, but instead stood back to show Superman something that he saw in his dreams. It was a small ship crashing to Earth and a farmer's family taking the baby out of the small capsule. "Why are you showing me my past?" The six then stepped back again to show a person falling from the top of a building with hundreds screaming in terror. The image zoomed in on the mans face, which was covered with tears and silently saying his goodbyes before he hit the ground...but he never did, as an angel in red and blue caught him before the impact. The man looked into the angel's face, which gave him a smile to tell him that he was safe and everything was going to be alright.

"I know that scene, it's the first time I revealed myself as Superman," he said with a nod, remembering that day well. The six stepped back one more time to show him all of his acts since then, from teaming with Batman to sacrificing his life to stop the monster that was Doomsday. "I don't know what you're trying to tell me, but there are lives in danger out there that need me. So if you could hurry up."

'We do not know what to make of you Superman,' the stallion said. 'As the original wielders of the Elements, we have watched as you have saved this world and believed you to be a force of good. But when we extended our search to all the different realities with you, we saw what you could become: A killer, a tyrant or a god. We were not certain whether or not we should help you.'

'But this one here convinced us other wise,' the zebra said as she stepped back to reveal...Derpy. 'Somehow, she got lost when heading for the afterlife and managed to stumble upon us. And this one has been telling us, ever since she passed away, to help you in any way we could. But we did not trust you. However, she convinced us to watch you while you were alive and we were stunned by what we saw.'

'Indeed we were,' the pony said as it landed in front of him. 'In our infinite years of watching over all of the ponies, we have never met one quite like you...so willing to help others, even if pain is all that awaits you.' The pony stepped back to show him the CMC. 'Making friends with those who needed a new friend to help them through tough times. Staying by them no matter the mistakes they have made; Always there to catch them if they fall.' The pony stepped back to allow the griffon to step forward, showing him Rainbow Dash.

'Staying loyal to protect others, even those who sought to out-do you or to bring you down, and to help them get through their own problems despite the ones that you yourself faced; Always keeping true to the beliefs that powered you even in your darkest days...for helping them soar to new heights.' The dog was the one to step forward next, revealing all of Ponyville.

'Being honest with others even though they do not trust you. Giving them no reason to fear, even though your powers are far beyond any of them...and never letting any evil escape your gaze, despite the harm it would cost you.' Next was the dragon, who snapped his fingers and showed him Dinky.

'Generously giving your time to one who needed it, even though there were other things that concerned you. Always putting others first, never being selfish or stingy. For giving yourself to the worlds and never asking for anything in return. For helping to heal a young filly's heart.' The changeling was next to walk up, changing itself into the image of Diamond Tiara.

'Helping a young one to smile again, despite the pain and hurt she felt in her heart. For being a symbol, not through just power and strength, but by happiness and laughter. For giving a small filly something to smile about.' Finally it was the zebra's turn and she faced Superman with a smile on her face, with her power growing brighter than any of the others.

'And finally, for this,' she began as she waved her arm, showing Derpy with a smile on her face. But behind her were hundreds of thousands of ponies, all of whom looked upon Superman with beaming smiles. He looked around with disbelief as the numbers continued to grow, going from ponies to earthlings to creatures for whom he had fought all throughout the galaxy. 'For caring for all who needed it, no matter who or where they are. For showing all of life that even in their darkest days, and when they were scared, there was someone out there who is willing to fight for them, is willing to care for them. Fighting for others that you don't know and risking your life for all who hate you. For never overlooking a cry for help, no matter how small.' Then she stepped back to show Sombra. 'Even caring for your enemies, who may not deserve it. For being the greatest symbol of compassion.'

"And what does this all mean?" Superman asked them as the images vanished into the whiteness, leaving Superman alone with the six. "What does all of this mean for those who need me?"

'We have seen so many would-be champions,' the dragon said. 'Those who take the easy way to defeat their enemies by killing them; forgetting that they are living beings as well; forgetting that there is still hope for everyone, no matter how far they have fallen. But you never did. You never changed who you are, no matter how badly all of the worlds demanded that you do and instead changed the worlds by giving them someone in whom to believe.'

'You are not any of the Elements of Harmony, Superman,' the pony in the front said with a smile. 'You are not Friendship or Honesty, Laughter or Generosity. You have done what no other creature could do in all our infinite years of watching over the world. You, Superman, hold within you all six of the Elements and are the truest embodiment of Harmony. You are the only creature in all our infinite years of living that has embodied all that is good. We need not judge if you are worthy to return to the world of the living. You have shown that you are worthy with every action you take. But we can give you something else.' Superman watched as six golden items began to float around his head, each one resembling one of the Elements that Rainbow and the others had worn. He closed his eyes as their powers went into him, filling his body with a strength that he had never known, When he opened his eyes he saw that his suit was a blazing gold and the "S" had been replaced with all the cutie marks of the Mane Six.

"I thought the Elements were destroyed?" he asked as he looked down at the six golden Elements on his arms.

'No, only their physical forms were. They live on in the ponies...and in you,' the stallion said with another smile. 'You may not like to accept rewards, but sometimes the righteous need to be rewarded. And with these, you will be able to do the impossible, more so than you already do. Use them well.'

"Then there's only one thing left to do," Superman said with a newfound power in his body. "Send me back."

'The choice to send you back is not ours. It is yours. The question is, will you answer the call?' Superman wondered what they were talking about, as they too vanished into the air before the sounds of a filly's voice reached his ears.

'Superman. Please. We need your help.' Superman heard the cry as tears started to fall down his face, smiling to himself as he knew now how to get back.

"Don't worry girls, I'm on my way," he said as he started to channel the magical energies through his body, preparing to open a portal back into the land of the living. The he stopped and turned around to see Derpy looking at him with a smile.

"Thank you for taking care of my daughter," Derpy said with a smile. "And for giving her somepony to believe in again."

"And thank you for convincing these six to believe in me," Superman responded. "And I'm-"

"There's no need to apologize. But can you do me a favor? Rainbow Dash still has her whole life ahead of her, and it's too early for her to die. Do you think you could...?"

"Of course I will."

"Then go. Save them."

Superman nodded before he shot off into the unknown, building more and more speed until the very fabric of reality warped around him. Then with one last push, he shot out of the confines of death and made his way back to life. He groaned again and opened his eyes, the sight of twelve pairs of shocked, tear-filled eyes being the first thing to greet him back into the land of the living.

"S-superman?" they all asked him in disbelief, all tackling him as he nodded. He held them as they sobbed into his golden symbol, unable to speak for a minute. "H-how did you...?"

"Like I promised. Whenever you call," he reminded them with a smile that stopped all their tears. They jumped off of him as he floated to his feet, looking off towards Luthor and narrowing his eyes.

"It's like I said, not even death can stop Superman," Tiara said with a tearful smile.

"You're going to go stop him, right?" Dinky asked him with a glowing smile, her hope restored.

"I'm going to stop him," Superman said with a smile before turning towards the castle and shooting off towards it. He arrived just as the princesses finished talking with Luthor, and Celestia was about to sign the terms of surrender. He narrowed his vision and sent fire lancing out towards it, startling the four leaders as well as burning the parchment. Luthor was the first to look up at him and his face turned white at the sight of him, as if he were seeing a ghost. Luna and Chrysalis both cheered and started to taunt Luthor, while Celestia just sighed with relief.

"NO!!" Luthor screamed as he threw himself at Superman, throwing a massive right that Superman caught before punching Luthor in the gut and doubling him over. "How...are you alive?" he hissed at Superman as he slowly rose back up, glaring with all the hatred in the world at Superman and his glowing outfit. "WHY DO YOU CONSTANTLY COME BACK!? NO MATTER HOW MANY TIMES I KILL YOU OR YOU DIE, YOU KEEP COMING BACK! WHY?!"

"Why, Luthor? You know the answer to that," Superman said calmly as he let go of Luthor's arm. Then Superman's eyes began to glow gold as he let loose the powers that he had been granted. "To stop those who would seek to take the lives of the innocent. To help those who have no one to help them. To show the world that there are those who will fight for good even if all seems lost!" Superman drove his fist into Luthor's face and shattered the glass completely, rocketing Luthor into the sky. Superman shot after him to receive a punch to the gut that didn't even faze him. Lex roared in fury as he started to throw punch after punch, none of them affecting Superman.

"Do you think yourself as a savior?!" Luthor roared as he fired his own heat vision into Superman's face, the golden power of the Elements protecting Superman from any harm. "All you have done is take away humanity's ability to grow! Whenever we used to see a tragedy such as an earthquake or tsunami, we all asked what can we do to help or if those people were alright! Now, whenever there's a tragedy, all people do is say, 'Superman will handle it!'
We no longer care, all we do is rely on you!" Superman caught his next punch and cracked him in the face with his elbow.

"I am not trying to be the savior of any race. If humans want peace, then they will have to be the ones to decide that themselves," Superman said back as he drove his foot into Luthor's knee. "Humanity must be the ones to rush forward to grab hold of peace."

"Then why are you even here?!" Luthor roared. Much to his anger, Superman smiled in reply.

"To catch them if they fall." Superman roared as he slammed his fist into Luthor's stomach and sent him flying skywards into space, shattering his chest armor and imploding the sun in his chest plate. Superman shot after him and caught him in the gut with his knee, stunning Luthor as he shot across the globe, flying by Luthor again and again until he had built up enough momentum to deliver a cataclysmic punch to his jaw and send him shooting into the moon. Before Luthor could recover, Superman rammed his shoulder into Luthor's gut and drove the both of them through the moon, blasting through the other side as he grabbed Luthor by the leg and began to spin, building up more and more power with each rotation. He then aimed Luthor at the planet below and let him go, watching as he soared off down towards the planet. Superman flew off after him, quickly overtaking him and landing near a certain town, where he brought back one fist and waited.

"And because, Luthor, I never ignore a plea for help, even if I have to fight the forces of death to do it." Superman then swung with all his might into the falling face of Lex. He vanished into the horizon as Superman shot off in the other direction, flying around the planet to meet Luthor on the other side above Ponyville with his fist raised.

"Never."

One last punch to Lex's face sent him crashing towards the ground, Superman flying underneath to catch his foe and to transfer most of the energy into him. Despite him taking most of the force, the ground still shook enough to tear apart mountains in far off lands and create massive damage to the towns nearby. But as Superman dropped Luthor to the ground, the ponies of Ponyville all watched with awe as Superman stood triumphant, looking up towards the clouds that covered the land with a blast of golden heat vision, blasting them apart and allowing for light to shine on the land once again. Then the ponies began to cheer and all rushed around Superman, crying with joy and relief as they each wished to thank him personally. But as he began to walk forward, they parted like water while he walked over to the five frozen Elements of Harmony, letting his heat vision thaw them out.

"S-superman?" Twilight asked as she shivered in place. "W-why are you gold. And what about...Rainbow Dash!" The five ponies all rushed over to their fallen friend, who lay where she had died. Fluttershy began to cry while AJ covered her eyes with her hat. Twilight as well began to sob as she looked up at Superman with her tear-filled eyes. "She's gone...isn't she?" Superman looked down at his hand that was filled with the power of the Elements of Harmony and smiled, knowing that this was not the end. This was one of the instances where he'd have to go against something he said.

"No, Twilight, she still has a life to live," Superman said as he placed his hand on her and concentrated the Elements' power into her body. It was impossible to bring the dead back to life, but Superman dealt with the impossible every day. To him, impossible was something that hadn't been achieved yet. He closed his eyes as he concentrated the Elements' power and when he re-opened them he found himself in a different place. It was a completely white area with nothing around for miles, a place that he had recently visited. And standing in the center of it all was a very confused RD, who was looking around with fear in her eyes.

"Hello? Where is everypony?!" she called out into the whiteness, curling up into a fetal position when no pony answered her, and she began to cry. "Why am I alone? Is any pony there? Can any pony hear me...?" she sobbed to herself. Then she felt a hand on her shoulder and looked up to see the smiling face of Superman.

"Don't worry, Rainbow. I hear you," he said with a smile. RD threw her hooves around Superman and began to cry again, Superman gently patted her on her back. "Come on, I don't think it's your time yet. Let's get you home." Superman closed his eyes again and when he opened them, he smiled to see that he was back in Ponyville. Rainbow Dash stirred and sat up, looking at the joyous faces of the ponies in confusion.

"What's going on?" she asked her friends who were doing their best (and failing) not to cry. "Why are you all standing around me looking like you're trying not to-?"

"RAINBOW!" the five of them screamed as they tackled her all at once, burying her under their crying bodies. While she fought to escape her swarm of friends, Superman turned his head to see the fillies and the princesses both come running towards them, the fillies tackling Superman with another hug while the princesses were content with simply smiling at the sight.

"And somehow, you do it again," Chrysalis said with a grin as she watched the celebrating ponies, kneeling down as her daughter came running over to her and picked her up into her arms. "The day is saved, the villain is beaten and no lives were lost. You are truly a superman." Superman smiled in response before looking over at Luthor, who had forced himself back to his knees and glared at them with all of his rage in his eyes.

"NO! I AM NOT FINISHED YET!" Luthor roared as he shot back to his feet and rocketed off towards the sun, planning on making himself stronger than even Superman. Superman watched him go with sad eyes, knowing that Luthor would be the one foe that he would never be able to change.

"Shouldn't you be going after him?" RD asked him as she walked up beside him.

"I should, but I don't know if I can handle him alone," Superman said with a smile as he looked down at RD, remembering what the six deity's had told him about letting heroes know that others cared. "I might need some help on this one. Care to join me?"

"B-but I'm not you. I'm not like you," RD said with a shake of her head.

"But you are," Superman said as he knelt down in front of her, extending a hand. "As you said yourself, it is not the powers that make the hero, but the heart. That is something that Luthor will never grasp, but you already have. You already have the heart of a hero; I'm just going to complete the package if you want me to." RD looked into his gold eyes in awe, realizing what he was offering her. Then she gently extended her hoof and took his hand in it, closing her eyes as she did so. A massive beam of light shot up from the two of them, causing all the ponies to back away. RD felt an amazing power going through her body, filling it with a strength she could have only dreamed of. She heard her friends gasp and opened her eyes to gasp as well when she looked down at herself. She was wearing a golden suit over her coat that crackled with power, feeling as light as a feather and as strong as steel. But what caught her eyes more than anything else was the symbol in the center of her chest. It was a red "S" on a red shield.

"So what do you say now, Rainbow?" Superman asked her as he stood back up. "Want to help me go save the world?" RD looked up at him with a smile on her face, telling Superman all he needed to know. Both of them lifted their arms towards the sky and shot off from the planet, clearing the atmosphere in a manner of seconds and shooting into the vacuum of space. RD was a blazing gold trail just like Superman as she rocketed into the void, laughing to herself despite not being able to hear it. This was the speed she had always dreamed of, the speed that allowed her to watch planets race by in a blur. Then she looked over at Superman to realize that he wasn't there. Looking behind her, she found that he was actually having trouble keeping up, that she was going faster than he was. Her natural born speed combined with Superman's powers made her faster than him; finally gave her the speed to outrace him. For the first time, she had finally achieved what she had always wanted: She was beating Superman.

'But that doesn't matter anymore,' she thought to herself as she smiled and shook her head. 'I'm perfectly happy to fly alongside him.' She slowed her speed as she thought this so that the two golden heroes could fly side by side, blazing towards the sun at speeds that no one could match. The two of them came to a stop in front of the sun, finding Luthor resting there with his eyes closed and arms crossed. His eyes opened as the both of them came to a stop in front of him, an evil smiled filling his face as his eyes crackled with power. Since neither party could be heard in the vacuum of space, they did the only thing left to do.

They fought.

RD shot towards Luthor faster than she thought possible and slammed into his chest, staggering him back a bit as Superman flew in and drove his fist into Luthor's gut. Luthor roared silently and began to fire his nova vision at the two. Superman saw it coming and flew out of the way, while RD smiled wickedly and fired her own rainbow colored heat vision back into his, her beam overpowering his and shooting it right back at him. Luthor cried out in silent pain as his own heat vision hit him in the eyes, leaving him open for RD to come flying in at super speed and smash into his chest with both hooves, breaking off the chest plate on his armor.

Luthor grabbed her by the throat before she could fly back and tried to break her neck again, but this time she was the one to break something as she drove her hoof into his face, breaking his jaw. Superman flew up from behind Luthor and placed him in a 'Full Nelson', winking at RD as Luthor struggled to escape. RD knew what he wanted her to do and shot off around the sun, passing by the two every few seconds as she built up speed. Finally, when her speed was at max and she was a single blazing trail around the sun, Superman let go of Luthor and kicked him in the back, sending him flying towards Equestria. RD finished Luthor off as she came flying around the sun to slam into him at top speed, driving him through space and into the planet's atmosphere, Superman flying past her to the ground below. As RD came in with Luthor, Superman brought back one fist, preparing himself to strike. And when RD let go of Luthor to shoot over to Superman's side, the both of them struck in unison.

WHAM!

The sound of both Superman and Rainbow Dash punching Luthor in the gut could be heard all over the planet, and the shockwave could be felt the second after the sound of the punch. Blood shot out of Luthor's mouth as he felt his organs get pulverized and he collapsed to the ground, where he lay unconscious. Superman looked down at him and let out a sigh, his x-ray telling him that he was still alive.

"So, do you wanna take him back or should I?" RD asked him with a smile. Superman smiled in response and bent over to pick up his fallen foe, throwing him over his shoulder as he rose back up into the sky, RD joined him as they both sailed back to Ponyville faster than a pair of speeding bullets. The ponies let out a chorus of cheers when they saw RD and Superman return with Luthor defeated as Superman dropped him to the ground. The ponies all wanted to rush Superman, but stayed back when Luthor began to move.

"The day isn't done yet. I have one last thing to take care of," he said to the ponies as he walked over to Luthor, stopping in front of him as he crossed his arms with a frown. "Still trying to fight me Luthor? Don't you know when to give up?" Luthor spat at the ground at Superman's feet and threw a punch, one that Superman let hit him in the stomach. Superman shook his head and kicked Luthor in the chest, knocking him back to the ground.

"So what do you do now, Superman?" Luthor asked him with a weak chuckle as the ponies all gathered around him. "I have the powers now as well as the brains. If you simply lock me up I will escape and I will continue to come after you until the day I kill you for good. Or you can do the smart thing and kill me, but then you would be breaking your little credo, wouldn't you? So what will you choose Superman? Death or death?" Much to Luthor's and the other ponies' surprise, Superman simply chuckled as he walked forward and placed a hand on Luthor's forehead.

"You still don't get what I've been telling you after all these years, Luthor," Superman said with a smile as he started to let his magic course through Luthor. "I choose life." Luthor started to scream in pain as the magic coursed its way through his body and started to destroy all of Superman's cells that he had absorbed. With his super vision, Superman was able to watch as the magic burned away all of his Kryptonian cells. Once the scrubbing was done, Superman let Luthor fall to the ground. Lex got up and threw his fist into Superman's gut, but this time his fist only broke under the force of the blow and caused Luthor to scream in pain as he looked up at Superman in confusion.

"What have you done to me?" he screamed at Superman. "Where are my powers?!"

"They're gone. Permanently," Superman said. "The power of the Elements has destroyed all of the cells that you stole from me. And with those gone, you are back to the same old Luthor that I know and hate." Luthor looked down at his hands with disbelief, not beginning to fathom that he had been beaten yet again, and even after he had killed the Superman. Then a thought occurred to him and he started to chuckle, looking up at Superman with determination in his eyes again.

"So, you have beaten me. Now what?" Luthor asked with a smile as he stood back up, holding his broken hand. "Are you going to throw me in jail back on Earth? What evidence do you have? Will you bring one of the ponies with you to stand trial against me? I have the greatest lawyers in the world on speed dial and I can own the jury with a single swipe of my pen. It's your world against mine, Superman."

"And whose word do you think that our world is going to believe?" Superman asked Luthor with a raised eyebrow, watching as Luthor's face paled again. "Besides, we have a few telepaths on hand, who are more than willing to say what exactly you tried to do while you were here. Twilight, take a letter." Twilight used her magic to bring out a pen and paper and held it in front of her as Superman began to speak. "Dear Justice League, During my time on this strange but peaceful planet, I have discovered a whole new civilization that will need to be added to the index. They are a peaceful race of ponies that only seek to live in harmony with others. And Luthor has once again tried to upset that harmony. So if you wouldn't mind using J'onnz powers to read his mind and see what happened, I would greatly appreciate it.

Superman."

"Alright Luthor, time to go home," Superman said as he picked up Luthor by the back of his suit. "So which one of you brought him here? I assume that it was you Celestia." Celestia nodded and started to concentrate her power into opening the dimensional portal. Superman grabbed the parchment from Twilight and pinned it to Luthor's chest with a bit of ice before flicking him in the face to knock him out. Celestia finished with the portal and Superman looked into it with a smile as he saw the watchtower as well as the stunned face of Batman. He then threw Luthor through and told Celestia to close the portal, watching with a smile as Batman picked up the letter off of Luthor before looking at Superman while mouthing the word,

'Ponies?'

"So...what now?" Superman turned to look at all the ponies that had gathered around, each of them looking at him with awe in their eyes. Then one of them began to bow to him, followed by another, until nearly all of Ponyville was bowing...even the Elements of Harmony, even the princesses. All, except Rainbow Dash, were bowing and she was looking around at all the ponies with confusion.

"That is enough," Superman said to them in a stern tone, waiting for them to all get back up. "Let me get this out of the way. I do not need to be worshipped or bowed to. Your happiness and safety is enough for me." The ponies all got off of their knees and started to crowd around Superman again, looking in awe at his new golden suit and feeling his radiating power.

"So, what's with the upgrade?" Rainbow Dash asked him a she started poking his gold suit. "I mean, it looks good on me, but you're more of a red and blue guy," she said with a sad sigh as the suit on her faded away, along with the power he had given her.

"The original wielders of the Elements of Harmony gave this to me," he explained as Twilight's jaw dropped. "They said that with this power I'd be invincible. Considering how fast Rainbow and I disposed of him, I'd have to say they were right."

"Well...that's great then," Rainbow said with a forced smile. "I know we're the Elements if Harmony, but you can keep them. If you're always off fighting evil or risking your life, being invincible wouldn't be such a bad thing. Use them well Superman, you're the true wielder of the Elements now." Superman looked at her and the other Elements, seeing the sorrow behind their smiles. He knew what being invincible could mean for him--that he'd never have to worry about Kryptonite or magic again and he'd be stronger than ever before. But there was a downside to it as well.

"Girls, please link your hooves together," Superman asked the Elements. They looked at him in confusion before doing as he asked, with him placing his hands in the center once they had linked theirs. He concentrated the Elements again and felt the great power leaving his body as it flowed back into theirs. He opened his eyes when he felt the last of the power leave and he opened his eyes with a smile as he saw the six ponies all with their restored Elements again. "There, everything's back to the way it should be."

"I...I don't understand," Rainbow Dash said in confusion as she looked at the Element of Loyalty on her neck. "You were chosen to be the embodiment of all Elements. You deserve to hold onto these more than any of us! You're invincible with them on! Why would you...?" Superman noticed that all of the ponies were looking at him with the same confused expression, wondering why he'd give all that power back. He knelt down in front of RD and placed a hand on her shoulder.

"I'm strong enough as it is without those additional powers. But if a danger ever comes up in Equestria again and I'm not here, I'd like to know that the six of you still have your greatest weapon to defend yourselves," Superman explained. "And besides, I was chosen to be the true wielder of the Elements just to defeat Luthor. You were the six that were chosen and you are the six that should wield them. You are the Element of Loyalty and you proved that not just today, but everyday." RD looked at Superman with no idea what to say as he let out a sigh and sat down, collapsing to his back as he stared up at the sky. "Man am I tired. I think that I'm just going to lay here for a while." The ponies looked at him with confusion before six fillies laughed and joined him on the ground, all of them staring at the sky. While they lay there drinking in the peace, six beings watched them from above.

'It seems we truly did choose well,' the stallion said. 'For him to use the full power of the Elements is incredible, but for him to give them back up? Unheard of.'

'Yes, he truly is the embodiment of all the Elements,' the dragon said with a smile. 'What luck that he decided to pay attention to a small, out of the way planet.' Five of the six beings vanished with the breeze, leaving only the zebra to turn around to look at Superman one last time.

'Truly you are the greatest hero of them all, Superman,' she said with a smile as she too vanished into nothingness. 'If anyone can bring about everlasting peace, it will be you, Element of Harmony.'