The whistle on the Friendship Express blew as the train approached the station in Canterlot, the train slowing down as it pulled into the station. The steam-powered locomotive's speed slowed to a crawl as the passenger cars lined up alongside the platform; once all of the passenger cars were up alongside the platform, the train came to a complete stop, letting out a hiss as the front engine released steam from underneath it.

Pinkie bounced through the door into the third car from the front, still wearing her pilot's hat and neckerchief as she cheered, "We're here~!"

The group looked up at her, everybody sitting in the same seats as when they left the station in Ponyville. "Uh, we kind of noticed, but thanks for the heads-up, Pinkie," Spike said.

Sonic stood up and shrugged, "Well, at least we finally got here, right?"

Tails came in behind Pinkie and said, "Yeah. Between all the portals on the way here and those time distortions that stopped the train for a while, it's amazing that it still looks the same as when we left."

Rainbow grinned, "Well, I'm not complaining! Lightning Dust may have stopped the train and caused all that trouble, but it was worth it to get a chance to race with Spitfire and Soarin! And we totally put her and those Babylon Rogues in their place too!"

Applejack sighed, "Well, Ah'll tell y'all what Ah didn't enjoy: that Eggman Nega feller that tried ta attack us. That guy was creepy."

Fluttershy shivered, "And so mean too…"

Twilight looked at Rarity, Shining Armor, and Cadance and said, "Those storybook worlds sure were interesting, weren't they?"

Shining nodded, "Yeah. That first one sure had a lot of places to go. And the desert kind of made me think of what I've heard about Saddle Arabia."

Rarity smiled, "And the second one… Ooh, it was wonderful! It was so nice of them to treat us like royalty because we're Sonic's friends!" The white unicorn gave a polite titter while the blue hedgehog rolled his eyes, not exactly entertaining the thought of going back to Camelot again anytime soon.

Cadance looked at Tails and said, "It's a shame you had to stay behind, Tails. You would've liked those worlds."

Tails rubbed the back of his head as he replied, "Yeah, well… someone needed to stay behind to get the train fixed. I'm sorry I missed it, but don't worry; I'm not mad. Maybe I'll get a chance to see them for myself someday."

Shining Armor stood up and said, "I'm sure you will." He then faced everyone and spoke, "Anyway, enough reminiscing for now. We've finally arrived in Canterlot and, considering all we had to go through on our way here, the Royal Guard should have swept the city up and down completely by now."

Sonic looked at him and asked, "So I'm guessing our first stop is going to be the castle?"

Shining nodded, "Right. Princess Celestia and Princess Luna are no doubt waiting for us there. We need to let them know we've arrived and find out what our next move is going to be."

Sonic replied, "Well, let's get going, then! They've probably been waiting long enough; we don't want to keep them waiting much longer, right?" Everybody nodded in agreement and, after Pinkie whisked her outfit away, they all got off the train, stepping out onto the platform.

Tails looked towards Canterlot as he walked down the platform's stairs with the others. "Wow, it sure seems quiet here," he commented softly.

"Maybe the princesses and the Royal Guard are having everypony stay inside for now, like the Mayor was doing back in Ponyville?" Twilight suggested as Spike climbed on her back.

Fluttershy squeaked as she glanced around nervously, "I sure hope so…"

Sonic turned to Shining Armor and asked, "Hey, aside from flying, what's the fastest way to the castle, Shining?"

Shining Armor replied, "I'll lead the way. It won't take us too long to get there." He then turned around and galloped away from the train station, everybody running after him and heading into the city.

As they ran through Canterlot towards the castle, everyone saw that, as they suspected, the streets were devoid of any life whatsoever. Still, they could occasionally feel eyes looking at them, presumably from the stores, restaurants, and homes along the street. Considering the attitude of Canterlot's nobility, with the exception of Fancypants and maybe a few others, most of them were probably looking at some of them with disdain.

Still, as Shining had said, it didn't take them long to reach the castle, all of them running up the path leading to the castle. They all had to come to a stop before they could reach it, however, as there was one complication standing in their way.

"Why is the drawbridge up?! We need to get in there!" Rainbow exclaimed.

"The guards must have drawn it up when they saw the sky. They were probably worried about something attacking," Shining guessed.

"What are we gonna do now?" Pinkie asked.

"Well, Tails and I could just fly over the wall and let them know we're here," Rainbow suggested.

Sonic looked at her, "I've got a better idea." He walked up to the edge of the moat and looked up at the castle walls. Cupping his hands around his mouth, he called, "HEY! KNOCK, KNOCK!"

It only took a few seconds after that for the white, armor-clad guard ponies to appear over the edge of the wall, all of them brandishing spears and pointing them down at Sonic. "Who goes there?!" one of them shouted.

Sonic called back, "Your captain and his wife, that's who!"

Realizing he was being called out, Shining came up alongside Sonic and ordered, "Stand down! He's on our side!"

The guard ponies' eyes widened at the sight of the unicorn stallion, all of them trying to stand their spears straight up quickly, one of them saying, "Captain- Prince Armor, Sir! Forgive us, Sir!"

Shining responded, "At ease! We need to talk to Princess Celestia and Princess Luna! Can anypony tell us where they are?"

The first guard pony spoke up, "Sir! They're at the tower where the Elements of Harmony are kept! We'll get the bridge lowered for you right away!" As the guards dispersed, the others walked over to Shining and Sonic, standing with them. A minute later, the drawbridge started to lower, opening completely within a few seconds.

As they walked across the bridge, Twilight looked at Sonic and said, "That was pretty effective."

Sonic grinned back at her, "Yeah, it's great when it works."

Applejack smiled at them and said, "C'mon, y'all, let's get ta that tower." Once again, Shining was on point as they moved through the castle and its grounds. As they approached the tower, the girls were reminded of their desperate run to retrieve the Elements of Harmony during the Changeling Invasion.

Soon enough, they were approaching the entrance to the tower, to the hall where the Elements of Harmony were normally stored. And just like the guard pony had said, Princess Celestia and Princess Luna were waiting for them, standing in front of a pair of large, mostly red doors that each had carvings etched into them and two holes near where the doors joined, neither one looking like the regular doors for the tower.

As they approached, Celestia spoke, "There you all are. It certainly took you all a while to get here. Is everypony okay?"

Twilight answered, "We're fine, Princess Celestia. We just encountered some… complications with time and space on the train ride here."

Shining nodded, "Yeah. Let's just leave it at that for now. What can we do to help, ma'am?"

Tails asked, "Is there something inside that tower?"

Luna answered, "We are not sure yet. The Royal Guards came across its unusual doors during their… sweep of the castle. Since they would not open normally, we decided to wait for all of you to arrive before we tried any other methods of opening them."

Sonic asked, "Wouldn't open normally?"

Celestia explained, "It is as though they are locked from the inside; they will not budge no matter how much force we apply to them. However, look here…" She and Luna stepped aside, the Solar Princess gesturing at the holes in the door. "These holes appear to be wide enough for our horns to fit into, much like the lock on the door for the Elements of Harmony. If Luna and I focus our magic and insert our horns, we think they will open the same way."

Pinkie bounced up and down excitedly, "Well, do it, then! Do it, do it, do it!" The princesses nodded and turned towards the doors, Celestia on the left and Luna on the right. They both lowered their heads, channeling their magic into their horns as they inserted them into the doors. They held their position for a few seconds before a light blue glow began to emanate from the holes, causing them to remove their horns and step back. As everyone watched, the glow began to spread across the door, everybody squinting as the glow began to shine brighter…

And just like that, it vanished, the doors in the same position as before. Everybody stared at them in confusion for a moment before Cadance asked, "What happened, aunties?"

While still looking at the door, Celestia replied, "I'm not sure, Cadance. We transferred our magic, the doors lit up in response… they should have opened for us."

Rainbow groaned, "Oh, man…! How are we supposed to get in there?"

Spike suggested, "Maybe there's something else we need to do before they'll open?"

Sonic held a hand to his chin, "Probably, Spike, but what?"

Twilight muttered, "I hope it doesn't have anything to do with the crystal caves below Canterlot…"

Everybody began to suggest ideas for what they had to do for about a minute. They all then turned to Tails as he asked, "Hey, did anybody feel that?" Everyone looked at him, wondering what he was talking about, but then the ground began to shake. Not heavily, but enough for them to notice. As they all looked around, they heard a kind of grinding sound coming from behind them and they turned to look.

Rising up out of the castle's stone, just behind the group and right in the middle of the walkway they were on, was a rectangle-shaped object. It almost looked like an altar of some kind. A few more seconds passed before the rumbling stopped, the object now fully unearthed. They waited a couple of seconds, wanting to make sure nothing was going to happen; when nothing did, they all gathered around it, including Celestia and Luna. Looking down at the top of it, they saw what appeared to be a full color map spread out across it.

"What the hay is this thing?" Applejack asked.

Twilight cocked her head to the side while Spike looked at it from her back. "It looks like a map of Canterlot," she said finally.

"It certainly does, darling. But what was it doing buried here?" Rarity asked. Twilight looked up at her, not quite sure herself.

A moment later, Tails spoke, "I think I've got it. It must've been hidden because it can help us open those doors."

Applejack looked up at him, "What makes ya say that, Sugarcube?"

Tails replied, "Well, I'm not entirely sure, but look here." He pointed to several spots on the map, each one showing a different shape surrounded by a circle that was filled in with a different color. A lightning bolt surrounded and filled in with cyan, a balloon with blue coloring, a diamond with white in and around it… "These look like the same shapes that are on each of your Elements of Harmony. My guess is they, and maybe the Chaos Emeralds, are somehow connected to the doors keeping us out of the tower," he explained.

Rainbow asked, "So we gotta go to each of these spots and use our Elements of Harmony at each one to get those doors open?"

Tails looked up at her, "That's my guess."

Celestia nodded, "Very well. It is clear what we must do then." She looked at Twilight, "Twilight, if I may see your saddlebags for a moment?" Spike slid off her back onto the ground and ran around to Tails' side while the lavender unicorn lifted her saddlebags up with her magic. She then levitated them over to Celestia, who took them with her magic.

The Sun Princess then opened the right saddlebag and levitated out the Elements of Harmony, clipping the necklaces around Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy's necks and placing the Element of Magic tiara atop Twilight's head, the princess setting the unicorn's saddlebags down near the tower doors for the time being. "You all must go to these locations and use the Elements of Harmony at each one of them," Celestia said.

Spike hopped up next to Tails on top of the block and asked, "Can I stay here with you guys? Maybe I can help you read the map or something."

Tails replied, "Sure, Spike. I'm sure I'm going to need some help determining where exactly these spots are."

Sonic spoke, "Guess I'll go with the girls, then, since I've got a radio and four of the Chaos Emeralds."

Tails looked up at him and nodded, "Yep." He brought his left tail around in front of him and reached into it with both hands. He pulled them both out a second later, the green and purple Chaos Emeralds in his right hand and the yellow Chaos Emerald in his left hand. "Here, take the rest of them with you too. You may need them, and they should all be accustomed to each other by now," he said.

Sonic nodded, "Okay." He reached over and took the three Chaos Emeralds with his hands, tucking them into his quills for later.

Before anything else could be done, Luna asked, "How will we inform each other that the doors have been opened, if that is indeed what the Elements of Harmony will do at those locations?" She gestured to the map as she explained, "They are spread out so far; it would not be easy to inform everypony at once."

Rainbow shrugged, "Maybe Sonic and I could round everypony up and we meet you all back up here?"

Twilight suggested, "Or maybe Shining or I could send out a signal with our magic once we know for sure?"

Sonic looked at her, "I like that idea. Just one thing, though: you both do the signal if the doors open, only one of you does it if things don't go like we expect them to. Should be a faster way of informing everyone of what's going on."

Shining nodded, "Sounds like a plan."

Applejack asked, "Whoa, what about the rest o' us, Sugar-hog? Not all o' us can use that kinda magic, ya know."

Sonic replied, "Yeah, but if something goes wrong on anybody's end once we're done running around, the doors probably won't open, so then something will have gone wrong. And even if they do open, it won't take long to find out if anything happened to someone when we regroup. Either way, it's sure to be faster than running around to check in on everyone."

Applejack conceded, "True."

Twilight looked at Tails and asked, "So where should we go first, Tails?"

The fox looked down at the map for a few seconds, determining the best place to start. He soon pointed at the yellow circle with a butterfly inside while saying, "This looks like a good place to start. It looks like it's in a park."

Spike looked at it as well and, a moment later, said, "I think that's the park where Twilight used to go to read or study sometimes."

Sonic smiled, "Oh, cool! Guess we know where to go first, then!"

Rainbow said, "Lead the way, Twi!" The lavender unicorn nodded; she then turned around and ran back down the walkway, her friends and Sonic following her.

Once they were back on the ground, it didn't take them long to reach the park. As they walked along the stone path leading through it, Fluttershy spoke up, "Um, what are we looking for exactly?"

Sonic said, "Probably anything that looks out of place or suspicious."

Not long afterwards, Pinkie started bouncing and pointing with a hoof, "Ooh, lookie over there! It looks like a water fountain!" Everybody stopped and looked where she was pointing. The object did kind of look like a public drinking fountain, but strangely enough, it was positioned directly under a large tree near a small hill rather off the beaten path rather than in the middle of it or along the side.

"That looks both suspicious and out of place to me," Twilight commented.

Sonic shrugged, "Well, let's take a closer look." They hurried over to the tree and crowded around the object. Upon closer inspection, it looked more like the pedestals that were part of the Gaia Temple altars that Chip had summoned and Sonic placed the drained Chaos Emeralds in when they were repairing the world. There was a slot where a Chaos Emerald would probably fit, as well as an indentation that was shaped like a butterfly.

"What do ya think, Sonic?" Applejack asked after a moment.

"I'm guessing we can fit both a Chaos Emerald and an Element of Harmony in this thing," the blue hedgehog replied.

"I think the circle was yellow. That must mean the yellow Chaos Emerald is supposed to go here," Twilight said. Sonic nodded and reached back into his quills, pulling out the yellow Chaos Emerald with his right hand.

He then looked up at Fluttershy and asked, "Ready, Fluttershy?"

The shy pegasus replied, "Oh, y-yes." She walked up to the pedestal on the side with the butterfly indentation, standing between it and the tree while Sonic stood across from her on the other side. She raised her hooves and took her necklace off, adjusting her hooves to hold it properly when she brought her forelegs down. She then placed it in the indentation at the same time that Sonic placed the yellow Chaos Emerald in the slot.

For a moment, nothing happened. Then a yellow pillar of light shot up around the pedestal, causing everyone to take a step back. It receded a moment later, but now the sides of the pedestal were glowing with a yellow light.

"Did it work?" Rainbow asked.

"Let's find out," Sonic replied as he reached for his radio. Bringing it out, he held it up to his face and clicked it on, "Tails, we just placed the Element of Kindness and the yellow Chaos Emerald in a pedestal in the park. Anything on your end?" He then let go of the button.

Tails replied a moment later, "Everything's still okay up here, Sonic, but one of the carvings on the doors lit up. It looks the same as the mark on the map. I see now that the carvings on the door match the marks on the map. Since the butterfly one lit up, that must mean you're doing it right. We get the rest of them to light up and we should be able to get inside the tower."

Sonic pressed the button and asked, "Okay, so what now?"

Tails responded, "Leave the Chaos Emerald and the Element of Kindness where they are for now. We'll retrieve them later in case they need to remain attached to get the door open. The next one's a cyan lightning bolt. It's at some kind of seating area near the cliffs."

Spike spoke up, "I think Rarity mentioned that's the place where the Wonderbolts Derby is held."

Rarity's eyes sparkled, "Ooh, I remember going there during my visit! I know where it is!"

Sonic clicked the radio back on and said, "Thanks, guys. We'll head over there now; I'll call you back once we're done." He then slid the radio back into his quills.

"Ah don't know if we should leave these here alone. Somepony or somethin' might try ta take 'em," Applejack commented.

"I think you have a point there, Applejack," Twilight said. She looked at Fluttershy and asked, "Fluttershy, would you mind staying here with your Element and the Chaos Emerald while we go to the other locations?"

Fluttershy gasped, "You mean… you want me to stay here… by myself?"

While looking up, Sonic said, "I wouldn't say that." He pointed up and everypony followed his finger and his gaze up towards the tree. They saw that some birds had flown in and were now standing atop some of its branches.

Fluttershy smiled, "Ooh, birds!" She whistled a tune to them and they all fluttered down, landing on her back, her raised foreleg, and her mane.

"Feel better now?" Sonic asked.

Fluttershy nodded as she began to listen to the birds, "Yes, I think so." She then looked at Sonic and said, "But if you can, please don't take too long. I, um…" She trailed off as she looked down towards the ground.

"We get it, Fluttershy. We'll try to move as fast as we can," Twilight reassured her. She then looked at Rarity and asked, "Rarity?"

The white unicorn replied, "I will not fail Fluttershy, my friends, or anypony else! Follow me!" Fluttershy watched as they all followed Rarity as she led the way through the park.

It didn't take them long to reach the seating area of the racecourse and find the pedestal in the box seat on top. Rainbow Dash was left to keep an eye on her necklace and the cyan Chaos Emerald as the group moved onto the remaining locations. Applejack, her necklace, and the red Chaos Emerald stayed in the middle of the stadium where the Equestria Rodeo was held, the group got into the Star Swirl the Bearded Wing with a guard pony's help and left Pinkie Pie with her Element and the blue Chaos Emerald near the large hourglass with a view of the front entrance so she could see outside, and Rarity was left in charge of the white Chaos Emerald and her own necklace in the castle garden. All that was left was Twilight with her crown and Sonic with two Chaos Emeralds.

As the two of them hurried towards the hedge maze, they passed through the castle's statue garden. As they ran past one statue, Sonic did a double-take and planted his feet against the ground, sliding to a stop. Twilight noticed and looked back at him as she came to a stop as well. She turned around to face him and asked, "What's wrong, Sonic?"

While looking back at the statue they just passed, the blue hedgehog responded, "That statue… Is that him?" Twilight looked up at the statue and saw a tall, familiar mismatched creature entombed in white stone, frozen in a look of fear. She remembered Celestia telling her that, following his brief reign over Equestria, Discord had been returned to his place in the castle garden. When Twilight expressed her worries about putting him back, her teacher reassured her and explained to her why there was no chance the draconequus would break out again for a long time to come.

Shaking her head to get some memories out, Twilight answered, "Yes. That's Discord, Sonic."

The hedgehog stared up at the statue for a moment before saying, "Doesn't look much different in stone than he does on the stained glass, does he?"

Twilight replied, "I guess not. Come on, we're almost at the entrance to the hedge maze." Sonic looked at her and nodded, both of them turning and running down the dirt path in front of them again.

A few seconds later, they came to a stop on the grass circle that was directly in front of the entrance to the hedge maze. While they looked up at it, Sonic asked, "Shoot for the center?"

Twilight nodded, "I think so. We didn't even make it to the center last time, thanks to Discord messing with us while we were playing his 'game'."

Sonic, while looking at her and holding his left thumb up, said, "Well, he's not here this time, and you've got me now! We can either cut across the top or you can find out how fast I can solve a maze!"

Twilight thought for a moment before replying, "I'd like to see how long it'll take you to find the center. This is a big hedge maze, so I don't expect you to do it in, like, ten seconds flat, but…"

Sonic grinned at her, "Is that a challenge?"

Twilight replied, "What? No! I'm just saying! And this is purely a… a scientific interest! We still have to save both of our worlds, so we have to be quick! If you take too long getting through the maze, I'm going to suggest that you go over the hedges so we don't keep everypony waiting!"

Sonic just grinned, "Still sounds like a challenge to me." Before Twilight could argue with him, he scooped her up in his arms and held her bridal style. He then got into a running stance as he added, "And I love a good challenge!" He then dashed into the maze, quickly making his first three turns in seconds as he ran past the hedges.

As the hedgehog ran through the hedge maze, Twilight decided to drop her arguments and just watch the scenery pass by. She actually found herself relaxing a bit in Sonic's arms. The first time she had experienced his speed for real instead of just watching it had been a shocking experience for her, and it had her on edge the whole time. Now, though, it wasn't so bad; kind of comfortable, actually.

All too soon, it came to an end when Sonic came to a stop. "We're here!" he announced. Twilight looked around; the area they had stopped in sure looked open enough to be the center of the hedge maze, the only entrance was the one they had come through, and there was a pedestal in the middle.

"Well… that was fast," she said, not really sure what else to say.

"Of course!" Sonic replied as he looked at her. He then set her down and asked, "So how did I do?"

Twilight responded, "Huh? Oh, sorry, I wasn't keeping track of your time. I kind of forgot to start counting when we entered the maze." She blushed in embarrassment at her silliness as she looked away. "But you obviously got through the maze fast. Made it through with Sonic speed," she quickly clarified.

Sonic looked at her for a moment before shrugging, "Ah, well… Maybe we'll try it again some other time, huh?"

Twilight looked back at him and nodded, "Right, of course. For now, let's just do what we came here to do." Sonic nodded and they walked over to the pedestal, standing at its sides. Twilight lifted her crown off with her magic while Sonic reached into his quills and retrieved the purple Chaos Emerald. They then placed both the crown and the Chaos Emerald in their respective spots across from each other. A moment later, a purple pillar of light shot out from under the pedestal for a moment before it disappeared, leaving the sides of the pedestal glowing purple.

Twilight looked up at Sonic, "That should do it, right?"

Sonic nodded and pulled out his radio. Holding it up to his face, he turned it on and said, "Tails, we just placed the purple Chaos Emerald and the crown thingy here in the hedge maze center."

The fox responded, "Copy that. The star on the door just lit up. Now we'll…" Before he could finish, he was suddenly cut off by rumbling in the background.

Sonic and Twilight stared at the radio for a second before Sonic pressed the button on the side and asked, "Tails, are you there? What happened?"

Tails answered back a few seconds later, "We're fine, Sonic. But a pedestal just rose up out of the ground behind the map. You still have one Chaos Emerald, right?" Sonic answered that he did, so Tails said, "Then come back up here. Once the last Chaos Emerald is in place, we should be able to open the doors."

Sonic replied, "Roger that, buddy. I'm on my way." He then released the button and looked over at Twilight. He glanced down at the radio for a moment before looking back up at her and holding it out to her. "Here, hang onto this. Tails or I will let you know if this opens the doors so you can send out the signal."

Twilight took the device with her magic and sat on her haunches, setting it down in her hooves. "You got it," she replied. She watched Sonic walk over to the lone entrance, but was confused when he stopped short and started looking around. "Uh, what are you doing?" she asked.

Sonic spotted a long stick and grabbed it. Holding it so it pointed towards the ground, he looked back at the unicorn and said, "In case you want to save your magic for whatever's on the other side of those doors, I'm gonna mark you a path to the entrance. It's your choice if you want to use it, though. See you soon!" He then shot off into the maze, dragging the stick through the dirt behind him to trace a path as he ran. As soon as he exited the maze, he dropped the stick along the side of the dirt path as he ran back to the castle.

After a little under a minute, he saw Tails, Spike, Shining Armor, Princess Cadance, Celestia, and Luna come into view in front of him. He also saw the pedestal that Tails was talking about, right up against the block the map was on, as well as the six carvings on the doors, three on the left door and three on the right door. Coming to a stop in front of the pedestal, where the Chaos Emerald slot was, he asked, "So this is it, huh?"

Shining nodded, "Yeah. But take a look at it." He gestured to something on his side of the block and Sonic moved around to the pedestal's side to get a better look. He saw there was another indentation in the pedestal in addition to the Chaos Emerald slot. "You see that? We don't know what it is, and all the Elements of Harmony are in place," Shining said.

Cadance added, "It doesn't even look like a necklace or a crown. It looks more like a ring… and a big ring at that." Sonic nodded in thought. Cadance was right; the indentation did look like a ring, though it had a spot that stuck out at one point, keeping the ring from having a perfect hoop shape. What could it be?

After a moment, Sonic snapped his fingers, "I've got it!" He reached into his quills with both of his hands, Tails, Spike, Shining, and the princesses watching him. He soon pulled them back out, the green Chaos Emerald in his right hand and the necklace Chip had left him in his left hand.

He stepped up to the side of the pedestal and placed both on it, Chip's necklace fitting into the indentation perfectly before he stepped back. A green pillar of light soon shot up from underneath the pedestal for a moment before disappearing, the sides of the pedestal now glowing green. Looking back at the doors, everyone saw that the last carving, a ring right in the middle where the two doors met and surrounded by the other six carvings, had lit up green.

"That ought to do it, right?" Sonic asked after a moment.

The others looked back at him, Spike saying, "Yeah, probably. Unless you have anything else that could be a key or whatever." Sonic shook his head, so Spike said, "Then I'd say we're good."

Tails nodded, "Yeah, me too." He looked over at Celestia and Luna, the two sisters standing in front of the doors, and said, "Go ahead, Princess Celestia, Princess Luna, try it now." They both nodded and faced the doors, once again channeling their magic into their horns as they lowered their heads and inserted their horns into the slots in the door.

They both removed their horns and stepped back a few seconds later, the holes once again glowing light blue that began to spread across the doors. This time, however, the glow spread across the carvings on the doors, a light blue line coming from each hole and moving over to the closest carvings (the balloon on the left and the apple on the right). After they touched the carvings, the lines moved from the top of the carvings to the ones above them (the diamond and the star) and then to the carvings on top (the butterfly and the lightning bolt), a line going from the top of those two carvings and connecting in the middle, forming an arch before a line from each carving shot towards the ring carving in the middle. The ring carving and the doors began to glow brightly, forcing everyone to squint or shield their eyes.

As they waited for the glow to vanish like it did before, they began to hear and feel a light rumbling. They then heard a thudding sound as the doors separated from each other, opening inward as the glow began to die down. When the glow was completely gone, they could see that the doors had opened all the way, revealing the tower's interior to them.

They all stared for a moment. Sonic then looked at Shining and said, "Hey Shining, your magic!" The stallion looked over at him for a moment before he remembered, nodding and then facing forward, focusing his magic into his horn and charging it up. Sonic then turned to Tails, saying, "Hey Tails, you'd better tell Twilight to do the same."

The fox nodded, "Right!" He brought out his radio and pressed the button; he then asked, "Twilight, can you hear me?"

The unicorn responded back a moment later, "Yes, I hear you, Tails!"

Tails spoke, "It worked, Twilight! The doors are open! Shining's getting his magic ready to send out the signal; you do the same so that the others know we're regrouping!"

In the hedge maze

Twilight pressed her hoof to the side of the radio and said, "I'm on it! Should I fire when I'm ready?"

Tails responded, "Yeah, go ahead! And don't forget to bring your crown and the Chaos Emerald back with you!"

Twilight answered, "Okay!" She then set the radio on top of the pedestal and began to channel her magic into her horn, gathering it around the tip. After about a minute, she had gathered enough magic and fired a shot straight up into the air. As she watched it go up, she heard an explosion that sounded like fireworks going off and guessed that Shining's signal had been sent. After a few moments, hers went off as well, exploding in the shape of her cutie mark.

"That should do it," Twilight nodded. She turned back to the pedestal, picking her crown up with her hooves and placing it on her head while using her magic to remove the purple Chaos Emerald and tuck it under her mane. Picking up the radio with her magic, she looked over towards the entrance back into the hedge maze and the path Sonic had traced for her. Deciding not to push her magic any more than she needed to, she ran back into the maze while putting the radio in her mane as well, following the path back to the entrance.

At the stadium

Applejack was looking up at where the sky was supposed to be, keeping an eye out for any kind of sign. As she was about to lower her head to check on her necklace and the red Chaos Emerald, she heard what sounded like fireworks exploding and looked back up. She could see a purple shield emblazoned with a six-pointed pink star with three small light blue stars above it floating in the sky near the castle; not far from it, she could see a pinkish-purple star with six points appear that was surrounded by five smaller white stars.

The orange earth pony grinned, "That's the sign! They got that door open!" Looking back down at the pedestal, she grabbed her necklace with her hooves and lifted it up, clipping it around her neck. She then grabbed the red Chaos Emerald and tucked it in her ponytail to store it until she could return it. She then galloped out of the stadium, heading back towards the castle.

At each location, the other Element Bearers heard and/or saw the signal in the sky and did the same, putting their necklaces back on and putting the Chaos Emerald that was left with them in their manes before heading for the castle. Rarity, being the closest one, waited for everypony at the base of the stairs leading up near the tower. Soon enough, everypony arrived and they all headed up together, all running to the tower.

Soon, the entrance to the tower came into view, and they could see Sonic, Spike, Tails, Shining, Cadance, Celestia, and Luna standing around the doors, seemingly looking at something. Weaving around the last pedestal and the block that the map was on, they all came to a stop at the foot of the steps in front, Twilight saying, "We came as fast as we could! …What's going on?"

Sonic, Shining, Tails, Spike, and Cadance turned to look at them, each one wearing concerned expressions. As they turned, the ponies also saw that Sonic was wearing Chip's necklace on his left wrist. "Everything's fine, I think. But check this out," Sonic said as he and the others moved off to the sides. Celestia and Luna then turned to the Element Bearers, both of them keeping the ponies from seeing inside the tower, Celestia levitating something forward.

The six ponies gasped; it was the box that held the Elements of Harmony! But it didn't look to be in the best shape. It had crack lines running through it, there were a few holes in it, the hinges on the back were bent out of shape… everything that could be done to a box without outright destroying or breaking it to pieces had been done to it.

"Who would do such a thing?! I had a very high opinion about that box!" Rarity exclaimed.

Tails rubbed the back of his head nervously, "It looks like you're not the only one who has an opinion about it, Rarity."

Sonic looked down at the beaten case as Celestia set it down on the ground. "Guess you're going to need something else to keep those in, huh?" he shrugged.

Celestia replied, "It won't be an issue, Sonic. I'm more concerned with how that creature got past the spell I put on the tower to keep magic users like Discord from stealing the Elements of Harmony again."

Applejack asked, "Ya mean that monster got into the tower somehow, Princess?" The Solar Princess nodded in confirmation.

Tails spoke, "Well, that's the theory Twilight and I were going with as a possible explanation for why the Elements of Harmony were scattered." He then turned towards the tower and pointed inside, "But that kind of confirms it." Everybody else peered inside again while the six ponies walked up the steps and looked for themselves.

The inside of the tower was even darker than the strange hallways had been, if that was even possible. They couldn't even see the stained glass windows along the sides, and there didn't appear to be any light getting inside, not even through the open doors. At the other end, they could see that the door that kept the Elements of Harmony safely locked up in the tower was open. Inside, all they could see was something red, an occasional lightning bolt running across it.

"What is that?" Rainbow asked.

"It appears to be another portal, but it's unlike any we've seen before," Shining answered.

Tails, while looking down at his radar, said, "Based on these readings, I'd say this is it. We've reached the center of the disturbance. That must be where the monster we've been chasing all this time is."

Fluttershy whimpered, "W-We're not going in there… a-are we?"

Rainbow said, "Of course we are, Fluttershy! We've got all the Elements of Harmony and all the Chaos Emeralds; it's time to take that thing down!"

Twilight spoke, "Oh! That reminds me!" She used her magic to retrieve the radio and floated it over to Sonic, saying, "You can have this back, Sonic, and the Chaos Emeralds too." That made everypony remember the gems they had tucked away in their manes, and they all reached up to pull them out.

Sonic, however, took the radio from Twilight's magic grip and said, "I'll hang onto this, but you girls can hang onto the Chaos Emeralds." He then looked back at the inside of the tower, "Just wait out here a second, everybody. I'm going to make sure there are no ugly surprises waiting for us in there that we can't see." Before anyone could stop him, he dashed inside and started running around every corner of the room, searching for any trap triggers.

After a couple of seconds, he came to a stop near the portal and spoke into the radio, "It's safe. Come on, let's do this!" Everyone heard him and, after Spike climbed up on Twilight's back, they all hurried inside towards the portal, Sonic leaping inside once they were closer and everyone following him through.

---

Fluttershy squeaked as soon as she saw what was on the other side of the portal, trying to keep her wings from locking up on her now. Directly in front of the group was the monster they had been chasing, but its appearance had changed slightly. Most of the black smoke that had been covering it had vanished, allowing the group to see that it had four arms, two sets of wings, what appeared to be a pink core in its center, and a lot of gears holding it together. It was floating in the air in front of the platform the group was on, which looked like a rusty tan gear due to its circular shape and gaps in the floor nearby. The space behind the creature was nothing but wavy dark purple and magenta, similar gears, though they lacked the rusty look of the gear the group was standing on, floating in the air behind it and turning as they floated in space. Sonic came to a stop near the middle of the gear segment a short distance from the monster, Tails, Applejack, Fluttershy, and Rarity stopping along his left side and Rainbow Dash, Twilight and Spike, Pinkie Pie, Shining, and Cadance coming to a stop at his right. Celestia and Luna stood behind them all, all of them looking up at the monster as it flashed its claws menacingly at them.

"Okay, whatever you are. If you want to avoid an embarrassing beat down, you better give up now!" Sonic called. Celestia glanced down at him, the hedgehog saying what she had been just about to say. Well, not in those exact words, of course, but it seemed Sonic was willing to be fair with this unknown entity like she was.

The creature, however, said nothing, and a second later, a black covering above its head slid back, revealing a hidden compartment housing an Eggmobile and a familiar mustached figure who spoke, "You're not in a position to demand anything, you nasty little pincushion!"

Tails, Spike, and the ponies all stared in shock as they realized it was Dr. Eggman while Sonic just facepalmed and shook his head while shrugging. Why didn't this surprise him? "Eggman! But, how?" Tails wondered aloud.

Another covering slid back, revealing another Eggmobile underneath Eggman's. It appeared to be empty, but two robot lackeys soon hopped up, hovering over the controls as they opened up. The red one on the right, from where the group was standing, spoke, "Well, you see, Tails, the boss had a little help with that."

Before anyone could ask, Eggman called down, "Yes, but certainly not from you two! You two are almost as much trouble as Sonic himself!"

The blue hedgehog asked, "Then what are your two robot flunkies doing up there with you, Eggman?"

The red one, Orbot, looked down at him and said, "We're just here to watch over things while HE's out. He's been disappearing a lot lately; I don't suppose he'll be returning any time soon."

The yellow robot on the left, Cubot, reached down with his right hand and grabbed a trumpet, bringing it up before saying to Orbot in a French/fancy accent, "Au contraire, mon capitán! He's back!" He then held up the trumpet in front of him and somehow blew into it.

"'He'? Who's he?" Tails wondered.

A dark voice spoke, "Ever the curious one, aren't you? Of course you'd want to know." Everyone looked down and saw, emerging from a blackish-blue sphere in front of the creature, a black hedgehog that looked a lot like Shadow! But he did not look exactly like the black and red hedgehog. His whole body was a pale black compared to Shadow, his eyes being a pale green and the spots on his quills and the undersides of his shoes being a pale blue. Everybody either winced or looked baffled and a little grossed out when he spoke, for he had no mouth yet the area of his face where he should have one moved, "Perhaps I can show you my records…"

Twilight started to sweat a little bit as she looked at him. "It's him! He's the one Sonic, Tails, and Knuckles saw in the ruined future, the one who killed Sonic! But… how did he get here? Is he even supposed to exist?" she thought to herself.

Before anyone could say anything, three new forms ran out of the still-open sphere behind the hedgehog, two of them coming to a stop at his sides while the third flew up, hovering over the hedgehog's head. Sonic, Tails, Spike, and the ponies instantly recognized the uniforms they were wearing: it was the Shadowbolts that attacked them before!

The leader looked down at the hedgehog and said, "Save the history lesson for later, Mephiles. We have some unfinished business to attend to." She then looked up at Rainbow and spoke, "I really shouldn't, but I'm willing to let the bad times between us go, Rainbow Dash. You've got a lot of talent; to have to put you down just because you were stubborn in the past would be a waste of such talent. So I'm giving you one last chance. Join us now and all will be forgiven."

The cyan mare responded, "You just don't know when to quit, do you? I said it before and I'll say it again: thank you for the offer, but I'll never abandon my friends!"

The Shadowbolt leader shook her head, "Still so stubborn… what a pity." She then shrugged, "Very well, then, if that is what you wish. It's time for all this to come to a head, anyway." She then flew up to about the level of the monster's core, flapping her wings to hover there.

The sphere behind Mephiles rippled and, a second later, something else stepped out of it before it closed up. Both Luna and Celestia's eyes widened at the sight of a black pegasus unicorn clad in armor. Nightmare Moon! "They were right… She really has returned!" Luna thought to herself.

The dark mare smiled, "Luna. How nice to see you again. Looks like you've grown a bit since the last time I saw you."

Celestia held her left wing up in front of her little sister protectively, saying, "Don't you dare talk to my sister that way, Nightmare Moon! You've done enough to us in the past! Wherever you were hiding, you should have stayed there! Now you and this human will answer for what you've done!"

Nightmare Moon just smirked, "Oh, spare me, Celestia. You really think it'll be that easy? That everything you can see is just the way it is?"

The Solar Princess raised an eyebrow, "What?"

Nightmare Moon asked, "Can you feel it, coming in the air tonight? I've been waiting for this moment- Gah!" She was suddenly cut off with a seemingly pain-filled exclamation. While she and Celestia had been talking, Mephiles had melted down into a purplish-black puddle and slid underneath the black mare. The puddle had spread out under her completely and now, instead of her sinking down into it, it was rising up towards her, seemingly joining with her.

"What in the name of…?" Luna stuttered in shock and worry. As they watched, the two male Shadowbolts suddenly spread their wings and flew up, hovering backwards to Nightmare Moon's sides while their leader turned around to look at the dark mare. Without warning, all three suddenly rushed her, the two males hitting her at the base of her wings while the leader struck her in the face, all of them vanishing upon hitting her and causing her to let out a scream of agony. She kept screaming for a few seconds before her eyes rolled back in her head, her eyes closing as she fell onto her stomach with her legs outstretched. She wasn't moving.

Everyone in the group stared at her in absolute confusion. "What the heck just happened? Did her Shadowbolts and that Mephiles guy just commit a mutiny out of nowhere?" Sonic wondered. He was about to take a step forward and take a closer look when a low growl reached his ears, and it was coming from Nightmare Moon. The dark mare's eyes suddenly opened wide a second later, both of them now glowing bright yellow as she began to raise her head. Eggman smiled widely down at her, eager to see what his new ally was about to do.

As Nightmare Moon attempted to push herself up with her hooves, a loud cracking sound was heard. Applejack cringed when she heard it; it was the sound of bones cracking, but even on Granny Smith's not-so-good days, she'd never heard a crack like that before. Looking towards her flank, everyone saw that her hind legs were the source of the crack; they were now bending inwards towards each other! As the black mare seemed to adjust to her new hind legs, her horn, still bent at the end, suddenly retreated back into her skull, seemingly reducing her to a pegasus.

She began to climb to her hooves, everyone watching her with a mixture of different looks, ranging anywhere from fear to confusion. As she stood up, she swung her left foreleg out to the side, the hoof at the end flying off like a broken cast, a long, thin four-fingered hand now extending from it while, simultaneously, a pair of horns, neither one looking like a unicorn's horn, sprouted from the top of her head, sending her helmet flying. Balancing herself on her hind legs, she slammed her now-bulging right hoof on the metallic ground, the hoof seemingly exploding into pieces and revealing a muscular, furry hand underneath it.

Rearing up on her hind legs, Nightmare Moon held her arms out at her sides and held her head up, breaking into mad laughter. But as her body continued its restructuring, her shrill, high-pitched laugh began to change to a deeper, more dominant laugh. Her wispy tail burst into a longer, more reptilian tail with something at the end of it, her right hind leg sprouted claws at the end, her spine began to pop and crack as it bent and extended, making her taller as her wings were blown off of her back and quickly replaced with new wings (though her right wing looked vastly different from her left wing), and her flowing hair began to flatten against the back of her neck.

Her transformation nearing its completion, her muzzle changed shape somewhat, her ears flattening against her skull and getting longer as her neck got slightly longer… and she was STILL laughing. Her mane joined with her neck, losing its ethereal appearance as it took on a more mohawk-like appearance like a zebra. Her chest plate falling from her neck, she stood at her new full height, her body still shrouded in black and her eyes glowing yellow like beacons in the night. She looked nothing like a pony anymore, and yet she looked familiar…

As her black coat began to fade away and reveal what was underneath it, Nightmare Moon's laugh changed from dominating to a deep laugh of amusement as her eyes closed. Underneath the black coat, her dragon-like tail was red with white fluff at the end, she had a light brown goat leg and a green lizard leg for hind legs, her coat was mostly a brown color… Eggman grinned widely as the ponies' eyes, save for Shining Armor and Cadance's, widened as more details were revealed, their mouths hanging open. It couldn't be… could it?

As the creature's gray head and goat and deer antlers were revealed, it swung its head down to look all of them, opening its now gold and red eyes as it pointed down at them with its left hand, an eagle talon, and cheekily grinned in a distinctly masculine voice, "The looks on your faces! Priceless!" He snapped the fingers on his right hand, now revealed to be a lion's paw, causing a hand mirror to appear in it. Despite its appearance, this wasn't exactly your average mirror. Somehow, it allowed whoever was behind it to see the reflection on the other side. The creature pointed it at Pinkie, who had a grin on her face as she seemed to realize it was another 'scaring is fun' moment, and said, "Except for you." He then pointed it at Sonic, "And you." Once the transformation had finished, the blue hedgehog's face had been quick to change to a look that screamed "We are NOT amused".

Celestia was the first to close her mouth and speak, "Discord?! But how?! This is impossible!"

The draconequus put on a hurt look, swooning like Rarity as he asked, "Oh Celestia, must you be so crude? An anniversary just came and went, you know. You can't even start with a "Hey, Discord! How've ya been? Gosh, it's been so long!"?" He then quickly straightened up, grinning down at her, "And really, why must you ask questions you already know the answer to?" He snapped his eagle talon fingers, winking out of existence and reappearing next to the Sun Princess.

He twisted his neck around so that his face was right in front of Celestia's, "Have the past one thousand years really not been kind to you? Is it that hard to remember everything leading up to our battle near the Forest of Leota?" Luna was about to lunge at him, but again he snapped his fingers and vanished, reappearing in front of the group as Mephiles. He spoke, his voice altered to sound like the pale lookalike, "Look with your eyes, Celestia. What you're seeing is really happening, the real deal. So let me remind you…" he raised his left hand and snapped his fingers, quickly turning back into his regular draconequus self and snaking his way amongst the group. He ended up with his lion paw arm wrapped around Sonic's right shoulder, his mirror once again being held in his paw, and his face right in front of Tails' face as he finished in his regular voice, "I am the master of impossibilities."

Twilight found her voice after a moment, "But the statue garden…! Your statue was there, Discord!"

The draconequus craned his neck, arching over Sonic and Rainbow's heads as he looked the lavender unicorn in the eyes, his head upside-down. He smiled, "Ah, yes, you did see that, didn't you? Quite convincing, wasn't it? Almost as handsome as the real deal! But alas, my dear, it was only a fake." He snapped his fingers and reappeared in front of the group, holding his mirror up in front of him and allowing everyone to see his admiring himself through the back of it. "You know, your blue friend was right, Twilight. A statue is no match for seeing the real thing. It's just not the same," he said.

He flicked his mirror over his shoulder, the framed reflective surface hitting the ground and giving off a sound from a bagpipe as it disappeared before he looked back at the group, "Still, I suppose you all have questions, and there happens to be a funny story behind all this. So if it's an explanation you want," he snapped his fingers, disappearing and reappearing in a relaxing position in the Eggmobile underneath Eggman's, a glass of chocolate milk in his eagle talon while his lion paw arm rested on top of Cubot like he was an armrest, "I'm sure the gentleman genius Dr. Eggman would be happy to give you one."

The bad doctor smiled down at the draconequus, "It would be my pleasure, most excellent and random Discord." He raised his right hand and snapped his fingers; in response, the creature brought all four of its hands close together, a black cloud beginning to form in the middle between them. After a few moments, the cloud faded away, leaving a TV-like gray-framed screen floating in its place. The creature then moved its arms away, letting them hang in the air while the screen turned on, displaying an image of Eggman's Incredible Interstellar Amusement Park being destroyed as a black hole formed between the Tropical Resort and the track for the Ultra-Accelerating Space Elevator.

Tails gasped, "That's…!"

Eggman nodded, "Yes, of course you know what that is, Tails. Even back on the planet, you surely had a good view as my amusement park imploded due to that black hole." The image on the screen started changing as he went on, "Following that… little setback, I stumbled upon the primordial form of this unique creation. Which I discovered had amazing abilities neither Discord nor I have yet been able to master: it could erase time and space! I then had the brilliant idea to tame this beast and harness its power to control all of time and space!" The enthusiasm on his face seemed to die down for a moment as he said, "Unfortunately, it proved to be more than a little unstable when I tried to take control of it." He then smirked, "But I'm sure your pony friends remember that!"

Sonic looked over at Rainbow, Twilight, and Pinkie while Tails turned his head to look at Applejack, Rarity, and Fluttershy, the former raising an eyebrow, "What's he talking about?"

Rainbow glanced at him as she said, "Hay if I know! He's talking crazy! We've never seen him or his monster until today! I know I'd remember them if we had!"

Eggman simply smirked, "I suppose I should be hurt by that, but to be honest, hearing that isn't all that surprising, Rainbow Dash." He waggled his fingers for emphasis as he went on, "What with all your 'rocking' and 'sliding', you tend to forget a lot of things!"

Rainbow glared up at him, "And what's THAT supposed to mean?!" While she was speaking, Twilight looked down at the ground in thought. As soon as Eggman had mentioned remembering something, her brain had switched over to supercomputer mode, processing everything she'd just heard. From what she could tell, Eggman and his creature had somehow gotten mixed up with them at some point without their realizing it, yet he made it sound like they should already have known about his presence. Add in the insult he'd thrown at Rainbow and carry the recent events in Ponyville…

Twilight's eyes went wide and her mouth hung open. Suddenly, all the pieces fit together.

She looked up at Eggman, pointing a hoof up at him as she said, "It was you! You caused the rockslides that day, Dr. Eggman!" Her friends and brother looked at her in confusion while Sonic, Tails, and the princesses looked at her curiously.

Before any of them could ask the question they were all thinking, Eggman caught everyone's attention by applauding. As he finished, he spoke, "Very good, Twilight Sparkle! You figured it out! It took you over a week to do it, but hey, you still got it!"

Applejack looked up at him with a raised eyebrow, "Wait, what are y'all talkin' about? Ah don't get it!"

Eggman just grinned, "Well, of course YOU don't, Applejack! You're a country hick; I would be impressed if you could count to ten properly!"

The orange earth pony growled, "Ooh…! Why, you bloated - !" She was cut off when the creature's lower left claw came dangerously close and flashed threateningly at her.

Eggman waggled his index finger at her, "Ah, ah, ah! It doesn't look like my beloved Time Eater likes you getting smart with me! I'd watch that mouth of yours if I were you, cowpony, or you might find out what it's like not having one!" Applejack backed off at that, though she still glared angrily up at the doctor as he continued, "Yes, Twilight is absolutely correct. I can assure you, it was by complete accident that Equestria happened to get involved in my plans as well, although it's a very nice accident if I do say so myself!" He snapped his fingers, the image of deep space on the floating screen changing to one showing a vortex in the sky above Equestria, the Time Eater heading for the mountain that the group had climbed up not that long ago. "You see, when I tried to use the Time Eater to travel to the past, it got a bit… shall we say, rowdy and ripped the universe a new time-space hole! And wouldn't you know it, it sent me to Equestria! Most unexpected, but a pleasant surprise all the same!"

Underneath Discord's arm, Cubot groaned, "No, no, and no again! Our arrival 'ere was not pleasant at all!"

Beside him, Orbot nodded, "Oh, absolutely." He looked up at Eggman, "Boss, would it have killed you to install airbags into your Eggmobile in case of emergency mountain crashes?"

Eggman leaned over the side of his Eggmobile to look down at him, "Oh, quit your whining already, you big babies! At least we hit a pile of dirt on the way down!"

Tails' eyes widened as he caught onto what they were talking about, remembering the indentation on the side of the mountain. "That's why the readings on my radar looked familiar! They weren't exactly the same, but they resembled the readings I got when that thing flew over Sweet Apple Acres!" he said.

Eggman stood up straight and nodded, "Correct! I'm amazed you were able to get a reading at all, Tails; that mark is over a week old!" He then said, "At any rate, I was able to get the Time Eater back under control and hide it inside the cave further up from our landing site. Since it was occupied by a dragon at one point, I didn't have to do any remodeling to get it inside, but then I remembered the explosion that happened when we landed. Surely someone must have heard that; I had to be ready in case anyone came to investigate. It's a good thing I did, too, because I eventually saw six ponies coming up the mountain that were, as it turns out, snooping as usual!"

Pinkie piped up, "Ooh! Who were they?!"

Eggman glared down at her for a moment before deciding to ignore her and continue with his explanation, "Anyway, by the time you six girls showed up, I was already ready. That crash ended up knocking loose the rocks that undoubtedly sent you up the mountain to investigate in the first place. I was able to use what little control over the Time Eater I had to make it look like the mountain was beginning to fall apart on the inside and part of it was beginning to collapse! It worked like a charm; once you ponies believed you had stopped the 'rockslides', you turned around so close to the summit and headed home, convinced you had 'fixed' the problem. All except for one…"

Twilight started to glare up at him at that, the doctor noticing and grinning, "Yes, Twilight Sparkle was the only one who seemed to give that little incident a second thought! Oh sure, at the time, she thought the same thing as the rest of you, but even then, as I watched you all leave through one of my cameras, I could tell she was not one hundred percent convinced that it was simply an unusual occurrence of rockslides! No doubt her silent misgivings only grew when you all returned home to Ponyville; someone must've told her about the initial explosion, spurring her to climb back up the mountain and investigate!"

Twilight's expression slowly began to change from a glare to a worried look as Eggman went on, "Of course, by the time she came back up, my Time Eater, flunkies, and I were long gone by then, with no evidence to suggest that we were there! We made sure to gather up everything before we left, unlike a certain draconequus." He looked down meaningfully at his ally as he said that, Discord rolling his eyes and giving him a dismissive wave with his lion paw before reaching underneath the panel of his Eggmobile with his paw and pulling a cotton candy cloud out from under it, moving it off to the side and turning the empty chocolate milk in his eagle talon into a glass before holding it under the cloud, filling it from the top-down with the cloud's chocolate milk rain.

Eggman shook his head and then said, "Anyway, since she had no solid evidence to confirm or refute her suspicions, I'm sure your little bookworm friend turned to her library for help, to see if any of her books could help her! After all, she couldn't go to her friends when all she had were suspicions!"

Rainbow retorted, "Hey! If she'd said something was up, we would've believed her!"

Eggman began to laugh raucously at that, ignoring the looks he was getting. He caught himself before somebody could ask him what was so funny and grinned, "Why, of course you would have!" Going back to his usual confident smile, he went on, "But let me remind you, she was only suspicious; at the time, not even Twilight was fully convinced something was wrong. Surely she had to know for sure that you actually had a problem on your hooves before she told anybody. There was no point in telling her friends if there wasn't actually a problem, so what else could she do? I'm sure the only real option available to her was to do research, though I'm sure none of you noticed." He grinned down at Spike, "You're probably the only one who knew what she was really trying to find in all of those books she was reading, eh Spikey-Wikey?"

Everyone looked at Spike at that, Twilight turning her head slightly and moving her eyes to look at him. The baby dragon nervously scratched the side of his head, "Uh… sorry for thinking you were wasting your time researching something pointless, Twilight?"

The lavender unicorn sighed, "It's all right, Spike. He's right; there was no proof up there other than the indentation to indicate something strange had happened. Dr. Eggman got away clean."

Eggman chuckled, "Yes, I did for a change, didn't I?"

Discord laughed, "Ah, ha, ha, ha! Oh, that's brilliant, Robbie! I didn't think anyone else would be able to figure Twilight out that quickly!"

Eggman yelled down at him, "Hey, cut that out! I told you, my name is Dr. Eggman! No one calls me by my grandfather's name anymore!"

Discord shrugged, "Some people might…" He looked towards the screen and winked at the reader.

Luna yelled, "Still your tongue, Discord! How are you free?! And why are you working with this… madman?!"

Discord gave a heavy sigh, "You just can't be happy simply being in my presence again, can you, Luna?" He held up his glass of chocolate milk, drank the glass, and threw the chocolate milk away. It landed behind the group, exploding as soon as it hit the ground and catching a few of them by surprise.

"What does he put in that stuff, nitroglycerine?" Sonic wondered.

Before he could ask, Eggman spoke, "Thank you, Discord. It seems I have gotten a bit off-track." He cleared his throat and snapped his fingers, his screen floating down out of everyone's view, before he continued, "After I managed to find a new hiding place, it became apparent that the Time Eater was not quite perfect yet. I suppose I could've taken my time and worked on it myself… but I decided, why wait? Not to mention it would be difficult to rule over two worlds at once, so I did some research of my own on Equestria's history, specifically looking for someone who could help me. It didn't take me long to settle on Discord, and so I took to the field to continue my research. It took a while to get all the variables accounted for and a few modifications made, but it was all worth it. After all, I knew if anyone in Equestria was smart enough, powerful enough, and willing enough to help me…" He gestured down at Discord, "it would be the Spirit of Chaos himself!"

The draconequus chuckled, finally taking his lion paw arm off of Cubot and snapping his eagle talon to send his cotton candy cloud away as he spoke, "Oh, you are too kind, dear doctor! And your plan was so intriguing and so deliciously chaotic that I was happy to be a part of it!" He slapped his lion paw down on top of the Eggmobile's console as he added, "Keeping this little chaotic wonder of yours under control is hardly a drain for me, anyway!"

Eggman nodded and then said, "Of course, there was still the matter of making sure nobody could stop us, be it Sonic or those 'Element Bearers' that Discord told me about. So we captured your friends, flinging them through time to bait our traps."

Discord spoke, "I personally object to that term, but whatever. At any rate, I figured it would be amusing to watch you all stumble your way through that white world as well. Turns out you all had to be such killjoys since you managed to find your way without too much trouble, but it was still amusing to watch you all go through those trials of the past."

Tails spoke up, "Is this all just a game to you two? It's bad enough that thing ripped through to another universe, but the more it goes tearing through time, the more damage you do to both of our worlds!" Sonic and some of the others nodded in agreement.

Eggman replied, "Oh, I wouldn't worry about that, Tails. After all, you and your friends aren't going to be around long enough to see the glorious changes Discord and I have in store for both the ponies' world and our world!" He then put his hands on his hips and laughed uproariously, "HO HO HO HO HOO HOO HOO HOO HO- *cough*, *cough*- HOO HOO HOO HOO HOO!"

While he was laughing, Discord, Orbot, and Cubot all looked up at him, one of Discord's eyebrows rising as his mouth pulled into a disapproving frown (like Mr. Spock!). He then looked down at Cubot and Orbot and said, "Wow. This guy has some issues, doesn't he?"

Before either of them could answer, Eggman looked down over the side of his Eggmobile and grinned down at the draconequus with a chuckle. "We'll see who has issues after I've taken care of both Sonic and the Bearers of Harmony… FOREVER!" he finished in a menacing tone.

"HEY! That's my line!" Pinkie exclaimed.

Both Discord and Eggman ignored her, the former asking, "Don't you mean after WE take care of them? Let me remind you, doctor, that it's my magic that's keeping your Time Eater pet here under control."

Eggman glared down at him, "Yes, yes, of course. Now let's stop making sense and start causing more chaos." He then pulled his head back and stood up straight.

Sonic scratched the side of his head as he asked, "Take care of us? You and what mustache?" He then started pointing with his right index finger and thumb as he said, "Tails and I are constantly beating you all the time, Doc, and two of Equestria's princesses and these awesome six mares have each turned 'everything-but-the-kitchen-sink' over there into stone. And now we're working together!" Discord looked a bit miffed at what Sonic had called him (how dare he suggest the master of impossibilities would forget something like the kitchen sink!) while the ponies smiled at him, Rainbow Dash doing a flip and Pinkie Pie doing a few bounces in place.

Eggman rubbed his hands together as he spoke, "Then you're going to LOVE what we have in store for you!" He then flopped down into his seat, the protective coverings on the Time Eater sliding up and hiding him, Discord, Cubot, and Orbot from view. The Time Eater then brought all four hands together, forming a purplish-black sphere between them while everyone tensed up, waiting to see what it was going to do.

After a second, the Time Eater thrust its hands out, firing purplish-black spheres in multiple directions! The group immediately split up, Sonic, Tails, Applejack, Rarity, and Fluttershy breaking to the left, Rainbow, Twilight, Pinkie, Shining, and Cadance running to the right, and Celestia and Luna flying up and back, all of them getting out of the way as a sphere hit where they had all been standing a moment ago.

As they all ran, the Time Eater kept firing spheres at them, hitting the ground at everyone's sides and leaving purple marks that faded away a few seconds later. They all came close, but none of them hit; however, that could be mainly due to the fact that everybody was moving. "Oh my goodness, oh my goodness!" Fluttershy squeaked as she flapped her wings, flying just above the ground as she tried to stay close to her friends.

Applejack glanced over at her and said, "Don't panic, Fluttershy! Just stay focused on what's goin' on around you!"

Sonic nodded, "Yeah!" He looked over at the others for a second and called, "Keep moving! Don't make it easy for them!" As they ran, flew, and bounced around the spheres, Twilight (plus Spike), Shining, Cadance, Rainbow, and Pinkie nodded at him before facing forward again.

"Move all you want! It won't make any difference in the end!" Eggman taunted.

Ducking under another sphere with a yelp, Spike looked at Twilight and asked, "Twilight, what do we do?!"

After moving to her right to avoid a sphere that landed just in front of her, Twilight said, "I don't know, Spike! I'm not sure what to do!" She looked over at her brother as she ran alongside him and asked, "Shining, do you have any ideas?"

The white stallion replied, "I'd like to know what else that thing can do and how resistant it is, but moving is the best option right now!" As the spheres stopped coming, he called to the others, "We need to find out if that thing's weak against anything! If we can at least stun it, we should have a chance!"

Sonic called back, "I think that can be arranged!" He looked next to him at Tails and said, "Tails!" The fox looked up at him and, after a moment nodded. A few seconds later, while everyone else turned around to move away from the Time Eater, Sonic, Tails, and Rainbow Dash kept going, Sonic and Tails planning to gauge its strength while Rainbow planned on simply attacking it.

As they came around to its front, Sonic and Tails jumped up together, joining hands and beginning to spin in a circle. After a second, they joined together to form one big blue and yellow ball, shooting towards the Time Eater. Rainbow Dash, meanwhile, was flying towards it at full speed from the other side.

As they were about to reach it, the Time Eater pulled both of its right arms back and swung them forward, its arms colliding with them and sending them all flying backwards. Sonic and Tails broke out of their combined attack as they hit the ground, both of them flopping backwards while Rainbow Dash was sent rolling backwards when she hit the ground.

"Augh!"

"Wah!"

"Whoaoaoaoaoa!"

Sonic and Tails soon came to a stop near the middle of the floor on their fronts while Celestia used her magic to grab Rainbow Dash before she could go rolling over the edge. As she and Luna descended, landing behind Sonic and Tails, Twilight and the others came running over to them, all of them shouting the trio's names.

"Rainbow Dash! Are you quite all right?!" Rarity exclaimed, the dazed pegasus managing to give her an affirmative nod.

"Oh my goodness! Sonic, Tails, are you okay?" Fluttershy asked.

The two of them grunted as they picked themselves up, Tails, while holding his left hand against his forehead, groaning, "Ugh… I think so, Fluttershy." Shaking his head, he looked up at the Time Eater and said, "But clearly, we're not going to be able to beat that thing with a simple frontal assault." He and Sonic then climbed to their feet, Sonic shaking his head to get rid of the last traces of dizziness.

Discord laughed, "Ha! Is that all you've got?"

Celestia set Rainbow Dash down on her hooves and spoke, "Stay back, everypony. If it's a personal touch that Discord wants, Luna and I will be happy to give him one." Luna nodded; they both stepped around Sonic and Tails, coming to a stop in front of them and everypony else.

Eggman mockingly cried, "Oh dear, Discord! It looks like Celestia and Luna are stepping up to the plate again, this time to take down the Time Eater! Whatever will we do?!"

Luna scowled, knowing sarcasm when she heard it. "So you doubt our combined power, human? We will see how much your wit helps you when your monster has experienced the pain and destruction that you have done to your own Moon!" she said.

"Booooooooooring!" Discord mocked.

Celestia and Luna both glared up at where Discord was, Celestia saying, "Luna, heat them up!" They stood next to each other in aggressive stances, both their horns lighting up with their magic. After a second, their horns glowed brightly as they both fired their strongest magic beams at the Time Eater. The creature made no effort to defend itself and their beams struck it right in the face. It began to glow brightly as soon as they hit, glowing a mixture of yellow and cobalt for a moment before a bright flash forced everyone to look away. Luna and Celestia smiled as they waited for their vision to clear, sure that it was defeated.

When the flash cleared, however, their smiles fell off like water on plastic. Not only was the Time Eater still in the same place it had been when they had attacked, but it didn't look like it had been hurt at all! "But… how can this be?!" Luna cried.

"Ha! This is why you should get out more and cut down on the cakes, Celestia!" Discord laughed.

"I'm afraid I would have to agree with Discord, Celestia. While your combined attack was indeed showy, I'd say Luna's magic beam had more of a sting compared to your tickle. Not that there was a significant difference, mind you!" Eggman said. He then smirked, "Now it's our turn!" He pressed a button on his Eggmobile's control console, the Time Eater raising its arms and reaching its hands out towards the group in response.

Upon seeing this, Celestia narrowed her eyes and said, "Shining Armor, your spell!" The white stallion quickly caught on and focused his magic into his horn. A second later, it glowed brightly as he fired a beam of magic straight up into the air, the magic stopping and spreading out after a moment, forming a large force field around the group. The Time Eater's hands reached the force field just as it finished forming, its palms and claws pressing up against it but not breaking through it, pulling its arms back after a moment.

"Whoa… What spell is this?" Tails wondered.

"It's my strongest force field spell, Tails. I used it to protect Canterlot when I was getting married," Shining explained.

"That's fine and all, but it will not last forever. And you cannot keep repairing it continuously, Captain Armor," Luna said. She turned to her sister and asked, "Celestia, what are you planning?"

Discord called, "Yeah Celestia, what good is hiding under a dinky force field going to help you do? You never seemed like the dramatic type, even during your younger days!" He grinned to himself at that, recalling thousand year-old memories.

Underneath the force field, Celestia spoke, "There will be no drama here, Discord. Shining Armor's force field will serve its purpose well here." She turned to look back at the others, saying, "Sonic, Tails, Spike, Shining Armor, Cadance, all of you move off to the side. You girls get into position. The Elements of Harmony will take the Time Eater down." Everyone nodded in understanding, Twilight's friends lining up around her while Sonic, Tails, and Spike backed away and Shining and Cadance moved off to the side. Celestia looked at the captain and said, "When I give the word, drop the force field." Shining nodded, both of them, Cadance, and Luna turning to look up at the Time Eater beyond the force field.

As they backed up to a safe distance, Spike exclaimed, "Oh, this is gonna be awesome, you guys! I'm finally gonna see what Twilight and the others look like when they're using the Elements of Harmony!" Sonic and Tails smiled a bit down at him before returning to mostly neutral expressions as they looked back up at the six ponies. Despite how strong the Time Eater seemed, they hoped that the Elements of Harmony would be able to do the job.

Twilight spoke, "Ready, girls?" Her five friends nodded, all of them closing their eyes and the tiara and necklaces beginning to glow as they tapped into their power. Twilight's crown lit up with a burst of color, the others' necklaces doing the same as the air began to rush around everyone under the force field, blowing past everyone like the wind.

Discord's grin disappeared as he saw the Elements of Harmony lighting up, their Bearers beginning to float off the ground. "Oh, for goodness sake!" he growled, slamming his lion paw down on top of Cubot's head and cursing the fact that he forgot about them.

Orbot looked at Cubot worriedly, but the yellow robot soon shook his head and then glared up at Discord, saying in a heavy mobster accent, "Hey, watch it, buster!"

Discord ignored him as he began tapping on the controls for his Eggmobile, but the Time Eater wouldn't respond to his inputs. He turned and looked up at his covering, up where Eggman was, and demanded, "Eggman, why won't this move?! We have to get through that shield!" The bad doctor only grinned, not that Discord could see it. The draconequus nearly yelled, "Have you forgotten how much I don't like those accursed Elements?! Once they're done charging, they're going to use them on us, and then your little pet is finished!"

Eggman spoke, "Oh, will you relax, my chaotic companion? I've never seen the Elements of Harmony in action before." He adjusted his glasses, looking at Twilight as he added, "I thought they'd charge up faster. Twilight and the others had better hurry… before they're TARDY!"

Twilight's eyes shot open when she heard that last word, but quickly managed to close them again and remain focused. The Rainbow of Light was almost ready, though the glow coming from her crown seemed to waver a bit…

Both Discord and Eggman noticed it, though, the former raising an eyebrow for a moment before he grinned. He then said, "Well, that's no surprise. They're always overprotective of each other, especially Twilight!"

Twilight gritted her teeth as she grunted. She had to stay focused…

Off to the side, Cadance asked, "What are they doing?"

Shining said, "I have no idea, Cadance… They should be trying to get past my spell. What's wrong with them?"

The protective covering over Eggman slid back, the doctor standing up and looking down at Discord as he spoke, "Is she now? That can't always be a good thing." He looked up at Twilight and smirked, "That's like being ready for a disaster you don't know for sure is going to happen!"

Twilight placed her hooves on top of her ears, pressing down against them, trying to block out the noise…

Luna looked back at the six ponies and noticed what Twilight was doing. "Sister…" she started, trying to get Celestia's attention. The Sun Princess shook her head; Luna looked up at her and tried again, "Sister!"

Celestia said, "Not now, Luna. The Elements of Harmony are almost finished charging. We'll see how worthless Dr. Eggman thinks they are in a moment."

Luna pleaded, "But sister!" Celestia shook her head again, glancing at Luna out of the corner of her eye.

On top of the Time Eater, Discord's covering slid back and he said, "Well, that's Twilight Sparkle for you. Always trying to stay on top of things, doing whatever Celestia says," he twisted himself around so he was upside-down as he reached out of his Eggmobile and looked at Twilight, "always dreading the thought of failure!"

Twilight shook her head, her eyelids twitching as she pressed her hooves down harder against her ears…

Because they were behind the Main Six, Spike, Sonic, and Tails couldn't see what Twilight was doing. "All right, they're really gonna get it now!" Spike grinned.

Sonic and Tails, however, weren't so sure. The Elements of Harmony were giving off a lot of concentrated energy, but it almost felt different than it did even just a moment ago. "Sonic, I think Eggman and Discord are up to something," Tails murmured.

"I know, bud, but we can't do anything while we're under this force field," Sonic grunted. "What are you two up to? You'd better not be…" He cut his thought short as the glows coming from in front of him began to intensify.

Eggman looked down at Discord and called, "Well, there's no need to worry about that, Discord." Once again looking up at Twilight, he said, "She's not prepared for this!"

Twilight let her hooves fall from her ears, her face returning to a neutral expression. The Rainbow of Light was ready, the Elements of Harmony charged to one hundred percent…

Celestia spoke, "Shining Armor! Lower the force field!" The white stallion nodded and focused his magic into his horn, the force field disappearing at the top and working its way down. Once the top was clear, Celestia said, "Elements of Harmony… NOW!" The light intensified in the middle of the six ponies, forcing everyone besides Celestia and Luna to either squint or look away. A massive surge of energy containing the Rainbow of Light began to gather at the center of the light. It started to grow…

And then, just like that, it rapidly faded and vanished.

Spike, Shining, Cadance, Celestia, and Luna looked at the six ponies in shock as they fell onto the ground, all of them shouting as they landed on the ground hard. Tails looked worried while Sonic gritted his teeth; he knew what had happened.

Up on top of the Time Eater, Orbot and Cubot looked down in surprise while Discord and Eggman looked on smugly. The latter grinned, "You see, Discord? Magic may be your preferred means to an end, but sometimes it's good to take a step back and use something classic, like knowing the right thing to say!"

Down on the ground, the others began to move towards the six ponies as they began to pick themselves up while groaning… except for one. In the middle of the near-circle, Twilight lay on her side, her eyes wide open as her body shook and twitched like a scared foal. Her pupils hadn't shrunk all the way, but they weren't as big as they normally were. It was like she was looking somewhere far off in the distance.

As they got their bearings, Twilight's friends noticed the state that she was in and her lack of any real movements or responses. Shining, Celestia, Spike, and Tails were calling out to her as they got closer, yet it seemed like Twilight didn't hear them. Climbing to her hooves, Applejack got a bit closer to the unicorn and asked, "T-Twilight?" She was definitely close enough to be heard, but still there was no response. "What's wrong, Twi'?" Applejack tried again.

"L-Leave me alone!" Twilight cried. Before Applejack could say anything, Twilight's horn suddenly lit up with magic, a force field suddenly appearing around her and sealing her off from her friends, confusing them further. Everyone was soon pressed up against the force field, looking in at the lavender unicorn.

"Twilight, what are you doing?!" Rainbow asked.

"Go away! Leave me alone! I'm sorry…! Just go away!" the unicorn cried anxiously.

"Twilight… what are you saying?" Fluttershy asked worriedly.

"Yeah, come on, Twilight! You know we're your friends, right?" Pinkie smiled.

Twilight's right eye began to twitch when she heard the word 'friends'. She was already having trouble thinking straight when the Rainbow of Light failed, but now her muddled mind couldn't keep up anymore. Her breathing began to speed up, her horn lighting up again; she couldn't separate the voices berating her in her head from her normal thoughts. "LEAVE ME ALONE!" she screamed as she unleashed a magic pulse wave from her body, the wave going through the force field and knocking everybody off their feet/hooves while pushing them backwards.

Tails and Spike rolled backwards before coming to a stop in a sitting position near the edge of the area, Sonic managing to land on his feet and sliding backwards, coming to a stop in a crouching position next to them. Except for Luna and Celestia, who were pushed back towards the Time Eater, and Shining and Cadance, both of them between the center and the area's edge, everypony was scattered by the magic wave. "Hey, what gives?" Pinkie asked as she picked herself up.

"Twilight, dear! What is this all about?" Rarity exclaimed as she climbed to her hooves.

"I'm sorry! I'm sorry! Please don't hate me!" Twilight cried desperately. Her horn was pulsing with magic as she covered her eyes with her hooves, shivering and weeping as she continued to spout apologies and nonsense.

Sonic clenched his teeth as he glared up at Eggman. The evil genius was wearing that same smug grin he had come to know from him over the years, but this was a rare moment where the hedgehog saw it differently. This time, just the sight of that smug look was making him angry. It intensified as Eggman yelled accusingly, "Now look what you've done, Twilight Sparkle! I have half a mind to tell Princess Celestia about this!" Luna and Celestia looked back over their shoulders at him, eying him curiously while Discord broke into a fit of laughter that he'd been trying to hold back.

"NO! Don't tell the Princess! She'll send me back to Magic Kindergarten! She'll banish me to the Everfree Forest! PLEASE DON"T TELL THE PRINCESS!" Twilight screamed.

The princesses looked back at her with unsettled expressions, Celestia unable to take seeing her student like this anymore. "Twilight Sparkle, I am right here! And I would never do any of that to you. You are my most faithful student," she said.

Her words had no effect, though, as Twilight exclaimed, "I'm sorry!" She began to writhe on the ground, pressing her hooves against her head as she tried to either block or force something out.

Shining stood up off the ground, Cadance standing up as well as he demanded, "What have you done to my sister, human?!"

Eggman put on an innocent expression, placing his hands on his chest as he asked, "Me?! I've done nothing to her!" He then lowered his hands and dropped the innocent look as he said, "Unless conveniently bringing up bad memories, knowing it will sever her connection to the Element of Magic and mess with her head, leaving her to be smashed like the pathetic bug she is counts as doing something to her." He stroked his mustache as he looked straight at Shining and smirked, "Does it?"

Shining scowled, "You sick…"

Eggman interrupted him, "Ooh! Hold that thought! Now that I think about it…" He pressed a button on his Eggmobile, the Time Eater raising all of its fists in response. "It's time for a crushing defeat!" Eggman said as he reached behind him and grabbed a gray analog controller that was hidden behind him, bringing it forward. He pressed one of the right shoulder buttons and the Time Eater swung its lower right arm down, its hand clenched into a fist.

"No, Twilight!" Shining yelled, desperately firing off a series of magic shots from his horn at the arm while Celestia and Luna tried their magic beams again. None of them did anything to stop the attack and it struck the force field, causing it to crack at the top.

Twilight was shaken by the impact, but it caused her to open her eyes as she rolled onto her back and exhaled deeply. She saw another fist coming down and squeezed her eyes shut, managing to recast her force field spell to repair and reinforce the first one before the second fist struck, this one not cracking the force field but still causing it to buckle. With that, the Time Eater began to attack with its other fists, bringing them down on top of the force field as everyone watched, unable to stop it.

After its other two fists attacked, Luna called to Twilight, "Twilight Sparkle, you must get out of there!" Twilight struggled to push herself up somewhat at that command, trying to gather enough magic into her horn to teleport. Before she could get half the magic she needed, however, the Time Eater swung its first fist down again, striking the force field and causing Twilight to yell as she fell back onto her back and covered her ears, the glow of her magic disappearing as she began to hyperventilate again.

Eggman called, "Ah, ah, ah! That's a bad unicorn! You stay right where you are!" He then swung the next arm down, once again striking the force field.

As the Time Eater continued to attack, Spike asked, "Why isn't she teleporting out of there?!"

Tails stared in fear as he said, "The force field is keeping the Time Eater's fists from reaching Twilight… but the vibrations from the impacts are going right through it…!"

Shining gritted his teeth, "I've got to help her, buy her enough time to teleport!" He began to focus his magic into his horn, readying his spell again.

Just as he was about to fire his spell, Cadance exclaimed, "Shining, look out!" The stallion opened his eyes and saw that one of the Time Eater's left hands was coming towards him, the rest of the arm reaching through some kind of portal! He and Cadence moved to the side, managing to avoid it. Shining tried to finish his spell, but the Time Eater opened up another portal for its other left arm, both arms warping around and the hands trying to grab at everypony. Due to the arms' ability to seemingly warp everywhere, everypony was forced to scatter while the Time Eater's right fists contained to hammer on Twilight's force field.

As he, Spike, and Sonic observed the situation, Tails gasped, "Twilight can't keep recasting that spell forever, and at this rate, the force field is going to collapse soon!" Sonic growled angrily; he could already see small cracks beginning to form along the sphere's surface. Getting into a running position, he suddenly dashed forward, running past Rarity as he ran towards the side of the force field.

He soon slid to a stop directly across from the force field, large cracks now adorning its surface. Eggman called back both of the Time Eater's left arms and raised all of its arms up, saying, "This will end it! Time to say goodbye, Twilight Sparkle!" Upon hearing that, Sonic immediately shot forward, launching into a Sonic Boost as the Time Eater began to swing its fists down. Time to slow to a crawl as everypony stopped and turned to watch; this was going to be close…

Sonic reached the force field first and, taking advantage of the cracks spread out all over it, broke a hole in its side at top speed. Still moving, Sonic held out his arms and scooped Twilight up in them, cradling her as he burst through the other side of the force field, just moments before the Time Eater's fists broke through the force field, slamming the ground where the unicorn had been.

Eggman turned and glared at Sonic as he stopped Boosting but kept running. "Grr…! Curse you, Sonic!" he yelled.

Unnoticed by everyone else, Discord looked in the hedgehog's direction as well and said, "I do believe it's my turn now. Allow me to finish what you've begun, Doctor." He then snapped his fingers, disappearing in an instant.

As he was running, Sonic looked down at Twilight and shook her lightly, "Twilight? Hey, Twilight! Talk to me here!" He quickly noticed the state she was in. She was curled up against him, still twitching a bit but otherwise not moving. Her eyes were still squeezed shut, the trails from her tears of fears still fresh going down her cheeks and her breathing still rapid. He looked back at Eggman and growled, "Eggman…" He had no time to mutter anything else he was thinking, as he suddenly lost traction! Looking down, he saw that the ground underneath him had turned soapy. He struggled to stop, the suds seemingly becoming more slippery the harder he tried.

As he kept trying to plant his feet against the ground, Twilight managed to open her eyes and look ahead. She weakly gasped, "Sonic, look out!" The hedgehog looked up and saw what the problem was. Directly in front of them, at the end of the sudsy path in fact, was a brick wall, its bricks seemingly made out of red jelly. Sonic redoubled his efforts to stop, starting to slow down. But just as he was starting to, the wall suddenly moved towards him, colliding with him and Twilight so hard that they stretched it out for a moment before it returned to its original state, sending them flying like a slingshot.

They didn't fly far, though, before Sonic's back suddenly came into contact with something soft and squishy, the hedgehog sticking to whatever it was for a moment before he fell to the now suds-free ground, Twilight rolling out of his arms when he landed. Groaning, the hedgehog shook his head and pushed himself up with his hands while Twilight tried to pick herself up. Looking back over his shoulder, Sonic raised an eyebrow; it looked like there was a wall made out of marshmallow behind him. Looking forward, he saw an identical wall where the jelly wall had been and, a second later, two more walls rose up out of the ground, creating a perfect square-shaped box.

As she managed to get up into a sitting position, Twilight noticed the walls too and looked up, Sonic doing the same when he noticed her. They saw another marshmallow wall beginning to form above them as well as what looked like a giant graham cracker falling towards them. The wall/ceiling soon finished forming, the graham cracker landing on top of it a second later and making the whole marshmallow wobble for a moment before it became still again. "Why do I get the feeling we're missing something? Like the fire?" Twilight murmured.

"Probably because we're on the inside of a giant s'more," Sonic guessed. He stood up and got into a running stance, saying, "I should be able to Spin Dash us out of here, though. I'll have us out of here in a…" He was cut off as a quick flash wrapped around his legs before fading, the hedgehog about to shoot towards the wall in mid-sentence. Instead of dashing into the wall, he fell flat on his face. Looking back at his legs, he grunted, "What the -?!"

He turned to look at Twilight as she cried, "My horn!" He looked up at her forehead to see that her horn was no longer there.

Suddenly, maniacal laughter filled the box, causing Sonic to jump to his feet as quickly as he could. He looked around, only to see a bright flash in the center of the s'more followed by an odd sound as Discord appeared. The Spirit of Chaos grinned down at them, "Ah, Twilight's reaction is still priceless! Yours could use some improvement though, Sonic. All the same, how are my favorite unicorn and hedgehog duo?"

Sonic quickly moved to the front and side of Twilight; he then glared at the draconequus, "What did you do?"

Discord smirked, "Well, I think it's pretty obvious what I did to Twilight. As for you, new blue… well, say goodbye to your fast feet! Your super speed is no longer yours!"

Sonic stared at him, "What?! You mean that's why I didn't Spin Dash? You took my speed away from me?! Why?!"

Discord grinned, "Simple. It drives you crazy, doesn't it?"

Sonic looked at him for a moment before replying, "Well, it's annoying, sure, but using magic to take something like Twilight's horn or my speed away? Doesn't sound like anything new to me."

Discord looked upset for a second, but then he perked up, grinning, "So I guess that means you don't mind the fact that Rainbow Dash is officially faster than you and you're now one of the slowest things around, eh?"

Sonic glared at him, "Very funny, snappy, now magic our stuff back."

Discord asked, "Leaving so soon? But you just got here in the marshmallow room!" He pulled a parasol out of nowhere and opened it, the canopy opening straight up. "Now that I finally have a chance to do something without Eggman watching my every move, I want to have some fun. And I want you two to be a part of it," he grinned.

Meanwhile, outside…

Celestia looked around frantically; how did this situation fall apart so quickly? She didn't know, but it was looking even worse now, if that was possible. Sonic and Twilight had evidently been caught and were being restrained by Discord's chaos, but they weren't the only ones. Rainbow Dash was strapped to a table that looked like it was straight out of a horror story, the rainbow-maned pegasus unable to break free no matter how hard she struggled or flapped her wings. "H-Hey, somepony get me out of here!" she shouted.

Applejack had her hooves trapped in extra sticky tree sap, the sticky fluid not letting go of her hooves no matter how hard she pulled. "Ugh…! This here's some mega muck!" the orange earth pony groaned as she kept trying to pull herself free.

Fluttershy found herself surrounded by small Timberwolves, all of them growling up at her. "N-Now, now, my l-little friends, j-just calm d-down," Fluttershy said, trying to mask the nervousness in her voice and speak soothingly as she reached out to pet one. It evidently didn't work, however, as the Timberwolves just snarled at her and one tried to bite at her hoof, the shy pegasus quickly pulling it back.

Rarity was surrounded by floating scissors, all of them rapidly snipping whenever she tried to move, threatening to cut off her mane and/or tail. Pinkie Pie had a large tub in front of her filled with an unending amount of sweets and candy, the pink pony unable to resist gorging herself. And Tails, Spike, Cadance, and Shining Armor were standing near the edge of the area, a red shield created by Eggman keeping them from getting any closer. Discord had not done anything to Celestia and Luna, though, and the Solar Princess was currently at a loss as to who to help first.

Luna, who was standing next to her, asked, "Sister, what should we do?!" Celestia shook her head, Luna's voice causing her to focus somewhat, and surveyed the scene again.

Her eyes finally settled on the s'more that Sonic and Twilight were in, saying, "We have to help Twilight! Discord must be in there with her and Sonic! We can't let him get a hold of them!" She started to move towards the s'more, but didn't get far when one of the Time Eater's right hands reached down, getting in front of her and stopping her. It then grabbed her chin between its index finger and thumb, almost as if it was trying to squeeze her.

Celestia's eyes moved up in Eggman's direction as he spoke, "Now, now, Princess, don't ruin Discord's fun! After all, you made all this possible."

Celestia stepped back, moving her head out of the Time Eater's hand and shaking her head. She looked up at Eggman as the hand moved back up to where it had been and asked, "What do you mean?"

Eggman answered, "Let's not forget that it was your charity that left Discord as a stone statue for a thousand years. Had you been the least bit ruthless, you could have taken advantage of all that time and found a way to keep him from ever coming back." He then smirked, "Then again, if you hadn't been charitable, I suppose there would've been a chance that you'd have ended your little sister rather than sealing her in her Moon when she had her… little episode."

Luna glared up at Eggman as Celestia spoke, "Discord is the Spirit of Disharmony, Dr. Eggman. A spirit cannot be destroyed, especially not one like Discord. And I couldn't bring Luna back from Nightmare Moon by myself. We were both connected to the Elements of Harmony at the time; I couldn't harness their full power without her. I did what I could so that she would eventually be able to come back."

Eggman replied, "Yes, you were trying to make up for a mistake that it seems you never learn from; you just keep making it. And you did what you could? Heh, of course you did! Well, don't worry, Celestia; Twilight's not going to permanently lose her connection to the Element of Magic if that's what you're worried about."

Celestia glared, "That is not what I'm worried about. I'm worried about her and what Discord is doing to her!" Eggman began to laugh loudly at that, provoking further anger from Celestia. "What is so funny?" she demanded, her voice still as calm as it usually was, though there was a dangerous hint of something else to it.

Eggman stopped laughing and wiped a tear from his eye before saying, "I'm sorry, that just sounded funny coming from you, Celestia. That's a lot of caring for a pony in your kingdom who's only special because she's one of the Elements of Harmony."

Celestia protested, "That's not what makes her special to me! She is my faithful student!"

Eggman replied, "You may be her teacher, but you're also her ruler. I fail to see a difference between the two roles."

Celestia said, "There is a vast difference! I know her personally, I've worked with her in the past, and I know she wouldn't want to be anywhere near Discord!"

Eggman grinned, "Know her? Hah! Maybe when you 'worked with her in the past' as you say, but it seems to me that she's become a lot like any other pony in Equestria since she's moved to Ponyville. And I fail to see what you've done to keep that from happening!"

Celestia glared, "And what do you know? You've been plotting to take over Sonic's world, and now you consort with Discord!"

Eggman shrugged, "We only want what's best, Celestia. Is it our fault nobody can see that?"

Celestia replied, "I know your kind. What you two think is best is only what's best for you. You don't care who you hurt or what anypony else thinks." She held her head high and closed her eyes, "Your words contain nothing but selfishness and greed. I don't have to listen to them."

Eggman retorted, "You don't have to listen to Twilight either, and you certainly didn't when Queen Chrysalis was prancing around claiming to be your niece!"

Celestia's eyes shot open, the Solar Princess looking like she had been slapped. "I…! You…! That's…!" she sputtered.

Eggman grinned widely, "Oh, don't stop now, Celestia! You're doing SO well!"

Luna couldn't take standing on the sidelines anymore and unleashed the Royal Canterlot Voice, "ENOUGH!" Her voice was so loud that both Eggman and Celestia stood up straight and everybody else stopped what they were doing and looked at her (though Pinkie went right back to eating a second later). "While I may have had my doubts in the past, my sister has proven that she has the utmost faith in Twilight Sparkle, Dr. Eggman! She had faith that Twilight would be able to free me from Nightmare Moon, she had faith she would be able to resist Discord and his games, she had faith that she could stop Queen Chrysalis, and she had faith that Twilight would be able to save the Crystal Empire!" the Lunar Princess shouted.

Eggman replied, "I suppose that's true, Luna. Celestia certainly does have faith in Twilight." Luna stood proudly at being able to back up her sister, and the others looked ready to cheer her on for it, but that was all shot down when Eggman smirked, "But from what you're saying, it sounds like Celestia only has enough faith in Twilight to be her personal weapon and nothing more."

Celestia stared up at him in disbelief. "Weapon?!" she exclaimed, not believing that this human would dare call her faithful student such a thing.

Eggman nodded, "Oh yes! She's the Element of Magic, and you taught her everything she knew about magic before she moved to Ponyville! You knew she was special the day you made her your student, Celestia, probably even long before that! You said you 'did what you could' so that Luna would eventually be able to return; does that include manipulating Twilight and her friends' family trees so they would be who they are today?"

Celestia glared up at him, "Twilight came to my school to learn about magic; she wanted to learn all I had to teach! And yes, I recognized her potential when she took the entrance exam, but the only thing I did before that day was ensure that the spell for freeing Luna would be ready when Nightmare Moon was freed! I watched from afar; I did not step in to alter things the way Discord would have! I wanted my sister to be free and still regret having to do what I did all those years ago, but I did not manipulate ponies over the course of a thousand years just for that purpose! Twilight and her friends should never have had to do anything more than free Luna from Nightmare Moon!"

Eggman replied, "So you say, but why did you let Twilight remain in Ponyville with her newfound friends then?"

Celestia answered, "Because she discovered the joys of friendship! She wanted to stay and I granted her wish, on the condition that she let me know what she was learning when she wasn't at my side!"

Eggman spoke, "Well, I think you knew Nightmare Moon wasn't the only thing you would have to deal with. That's why you let Twilight stay in Ponyville: so your fail-safe weapon would be ready whenever you needed it." Celestia opened her mouth, but Eggman held up his right hand and went on, "As for those so-called 'friendship reports' you asked her to do, you just wanted to keep tabs on her, to make sure the Elements of Harmony didn't fall apart. Again I ask you, what's the difference between being Twilight's teacher and the ruler of Equestria? Not one of Equestria's simple-minded ponies would ever question your decision for fear of what you would do to them!"

Celestia questioned, "Now who's bending history for their own favor? And even if what you say is true, why would I send Twilight all the friendship reports she sent me when Discord was free to help her? It was because I know her and could feel that she needed my help!"

Eggman retorted, "Ponyville wasn't the only place being affected by Discord's magic! Canterlot was under his influence too and you, as usual, were relying on your subjects to do the dirty work for you! Your sending those reports back to Twilight was just a desperate move on your part; there's no way you could have possibly known what was happening to Twilight at the time!"

Celestia was finding it very hard to keep her patience in check with Eggman, but she managed to keep her voice calm as she said, "I knew she needed help because I know her and we are very close!"

Eggman replied, "Again with that 'knowing' thing. You think you know her based on her interactions with her brother and your niece when she still lived in Canterlot? You're just like her brother; now that she's living in Ponyville, you don't know who she is anymore! And why should you? You've had her wrapped around your horn ever since you two first met!"

Celestia protested, "I do know who Twilight is!"

Eggman asked, "Oh really? You don't seem to spend any time with her that doesn't involve Equestria's safety being in jeopardy!"

Celestia said, "That is not true! I've seen her multiple times since she moved to Ponyville and I HAVE spent time with her, such as after her first Running of the Leaves! I love fall, and I wanted to spend that day with her!"

From her table, Rainbow cheered, "Yeah, take that, you jerk! You go, Princess Celestia!"

Dr. Eggman looked surprised, "Why yes, that's true! A surprise visit out of nowhere without any guards! Truly moving, Celestia!" The Solar Princess nodded in satisfaction, pleased to have finally shut him up. However, Eggman quickly dropped his look of surprise and smirked, "Tell me more."

Celestia looked up at him, "What?"

Eggman replied, "I've seen a few of your meetings thanks to the Time Eater's power. I know about your little appearance at the Running of the Leaves, but I didn't know you wanted to be there to spend time with Twilight. Why don't you tell me about your other meetings and clear a few things up for me?"

Celestia stared at him and then nodded. After a moment, she said, "Cloudsdale, after the Best Young Fliers competition. Twilight was there with her friends and we spent some time together afterwards."

Eggman wagged his finger, "Ah, ah, ah! That doesn't count! You had duties for the competition; you HAD to be in Cloudsdale! It's only lucky that Twilight managed to learn a spell that would allow non-pegasus ponies to walk on clouds so they could cheer for Rainbow Dash. It's not like you planned to see her there or anything! And you spent some time together? Is that what you call staying for a total of five minutes just to hear from one of Twilight's friends?"

Celestia grunted softly; for all the nonsense Eggman had been spouting, she couldn't exactly argue with the fact that she hadn't stayed in Cloudsdale very long after the competition was over. She then said, "I've made time for visiting Ponyville at other times as well."

Eggman nodded, "Yes, all scheduled visits. Everyone knew you were coming, and I believe one of those visits was canceled due to something coming up before you arrived. Oh, and there was that one visit where you were having tea or whatever? I hardly saw you and Twilight interacting that whole time, despite the fact that you let her sit next to you! I believe you spent more time interacting with Fluttershy, especially after she took that stupid bird of yours home with her!" He crossed his arms, "I can see why you wanted a pet phoenix, Celestia; it really complements you."

Celestia glared; now this human was starting to test her patience. "How about the girls' first Grand Galloping Gala then? Twilight was at my side the whole night, and I went to find her and her friends after it was ruined! I didn't need to, but I sought them out because I wanted to spend time with them!" she said

Eggman replied, "That may be, but the whole time she was with you, Twilight was basically ignored because you had to greet the guests! Really, Celestia, the Grand Galloping Gala has been around for how long? Surely you've had to greet the guests every year and you didn't bother to tell Twilight that? Sure, she would've been disappointed, but at least she wouldn't have had to waste the whole night on a lost cause when she could've been spending time getting to know your sister or checking on her friends!"

He then paused and put on a mock thoughtful look before saying, "Oh wait, that second one wasn't even an option, was it? After all, you didn't invite Twilight and her friends so they could get a chance to do something they always wanted. You invited them and made sure Twilight stayed by your side because, sooner or later, her friends would wreck the gala and save YOU from a night of boredom!" He placed his hands on his hips and shook his head, "You're a credit to trolls everywhere, Celestia."

The Sun Princess actually growled; if there was one thing she disliked, it was being called a 'troll'. Her calm composure was beginning to crack as she spoke, "The cake competition in Canterlot… I was happy to see her and talk to her then!"

Eggman raised his left hand and waved it dismissively, "Please! You only had eyes for the winning cake! Did you even hear the 'friendship lesson' Pinkie Pie was trying to give you? The only reason you noticed Twilight at all was because she was offering you a slice of said cake!"

Celestia's glare intensified; she did not enjoy having her arguments fail her like this. She tried to keep her voice under control as she said, "Fine then! The wedding between Princess Cadance and Shining Armor! It was between Twilight's old foalsitter and older brother!"

Eggman replied, "Yes, it was a wedding between YOUR niece and YOUR Captain of the Royal Guard! And even after the threat that had been right in front of you the whole time was dealt with, you left all the planning and preparations to Twilight! I could see you keeping watch before the first wedding, since you were blind anyway, but what did you do before the second wedding that you couldn't help her out? I'll bet the only helping you did was after you followed the herd and shunned Twilight for actually paying attention! So who's the real foal here, Celestia?"

Celestia started, "I-"

Eggman held up his right hand and interrupted her, "Stop. Just stop right there, Celestia. You've embarrassed yourself enough. I let you speak because I was willing to give you a chance to prove me wrong about your relationship with Twilight, but you've done nothing but disappoint me! You haven't told me anything I don't already know, and you clearly can't take a bone when it's thrown at you!"

Celestia looked at him in confusion, "What?"

Eggman answered, "Really Celestia, do you not recall all the other times you've seen Twilight and not done anything with her? Like when she was in Canterlot for her birthday? She mentioned you allowed her and her friends to use the ballroom; how did you do it? Did she send you a letter before they left and you replied to it? Did you see them when they arrived and said "hey, you can use the ballroom, happy birthday by the way"? Either way, you couldn't be bothered to make an appearance during her party, even for a slice of cake? And what about that morning she was in the Star Swirl the Bearded wing? Did you offer her breakfast, or a chance to catch up? No, you just wished her a happy Tuesday and complimented her on her 'hairstyle'. And after that show she put on for the Saddle Arabian diplomats? Did you ever talk to her about it or did you just send a letter to her?"

Below him, Cubot looked at Orbot, saying, "Yo, he's really bustin' this chick, ain't he?"

The red-headed robot replied, "I know. It really is a shame to see someone so trusting open up and do anything for anyone, only to be unknowingly taken advantage of."

Celestia spoke, "I have never taken advantage of Twilight! I care for her deeply!"

Eggman questioned, "Then why do you hardly ever see her on your own time anymore? Why does your faith in her seem to be off and on? Why can't you just be open with her? Because your image is more important than anyone you care about?! If you do care about her, Celestia, you have a funny way of showing it!"

Celestia felt cornered now. Not only had she not tried to put herself in a favorable light by saying more or defending her actions, but now she only had one thing left… and she couldn't say it. She had the utmost faith that it would come true, that her student wouldn't let her down, but… "I… I can only act from afar. What Twilight's studies are leading to… she has to discover it on her own. I cannot help her."

Eggman asked, "So you're saying her time is coming or whatever? Well, I'll say it is! You had plans for her after all, didn't you? Must be something great if someone she looks up to so much and is always vying for her approval isn't allowed to be near her! Did she ever tell you about King Sombra's door beneath the Crystal Empire, how it shows you your worst fears? Did she tell you her worst fear was you turning her away forever? I don't know what you did to her, Celestia, but the fact that that's her greatest fear means you two don't have the kind of relationship you think you do! Maybe you should have taken how she feels more into consideration, hmm?"

Celestia knew she was done; she had nothing left to help her. Eggman had managed to take everything she had and rip it to shreds, or at least call it into question. As she stopped and thought about it, she couldn't help but wonder: had she really been neglecting her student and their bond that badly? "I… But I…" she stammered.

Eggman saw his chance and spoke, "Oh, you still think otherwise, eh? You still think that, despite everything, you and Twilight share something special? I believe you had some good words of wisdom for this kind of situation. How did they go again? Oh yes, I remember!" He cleared his throat and then pointed directly down at Celestia as he said, "You have a lot to think about."

Celestia's pupils shrunk, her mouth hanging open as she looked up at him. He had said those words… those seven words that continued to haunt her in the back of her mind. Had it not been for Twilight, she knew some part of her would still be repeating them to this day. Those words proved that trust that had been built up over the years could easily be destroyed in a single instant. Those words reminded her of her failures as a monarch, a teacher, and… a friend. And now, more than ever, they had never seemed more appropriate.

Celestia began to go numb, her body locking up and leaving her unable to do anything more than think. Luna looked at her in fear as she began to sway, the Lunar Princess reminded of what happened when she had been taken over by Nightmare Moon. It wasn't long before Celestia's body couldn't hold its weight up by itself and she fell over to her left. Eggman merely grinned as Luna moved to her sister's side, catching her against her body and crying, "Celestia!" She managed to lower her onto her side, but the older pony's body still remained locked in position as Luna held her in her hooves, frantically trying to wake her up.

Tails, Spike, and the ponies (except for Pinkie) all looked on in shock and/or horror at the state Celestia was in, the white pony still not responding to Luna's attempts to wake her. Applejack looked up at Eggman and glared, "Eggman! What'd ya do ta Princess Celestia?!"

Eggman replied, "All I was doing was refreshing that thousand year old brain of hers. She can't remember everything, you know, so don't give me that look!"

Rarity gasped, "How dare you accuse the Princess of being old and forgetful!"

Eggman clasped his hands together and held them up to the side of his face, mockingly saying, "Oh yes, I'm so bad, aren't I? I'm probably going to be sent to the Moon for saying such things!"

Rainbow growled, "You're not funny. But that's totally what you deserve, you jerk, especially after you blew up half of your Moon!"

Eggman dropped his mock penitent sinner stance and said, "Okay, so some stuff has happened to and on the Moon before. If you'd bothered to look up, you'd know that it's been fixed since then." He looked off to the side as he muttered, "Thanks to that blasted hedgehog, of course."

Applejack spoke, "Don't mean an orange in a bushel o' apples!"

Rarity nodded, "That doesn't excuse your actions, you… you brute!"

Eggman looked back at them and retorted, "Well, if that's the game we're playing, then nothing any of you have done excuses the circumstances leading up to the situation you're in now!"

Fluttershy muttered, "Um, what?"

Rainbow was able to turn her head to the side in Fluttershy's direction and asked, "What'd you say, Fluttershy? Speak up! Even without those Timberwolves around you, you can barely be heard!"

Eggman spoke, "Oh, don't worry, Rainbow Dash. I may not have heard Fluttershy, but it doesn't matter. If she wants to know what I mean, then I'll tell all of you what I mean!" He brought up his right arm and pointed at the s'more Discord, Twilight, and Sonic were in, saying, "You know the unicorn in that s'more over there? Celestia's not the only one responsible for her being in there; all of her 'friends' are! Well, except for Sonic, Luna, Tails, and Cadance, that is."

Applejack, while trying to pull one of her hooves out of the tree sap underneath her, asked, "What are ya talkin' about?"

Eggman adjusted his glasses, "That's very simple; they don't have the same problems the rest of you have with Twilight. Like I said, Twilight's surely had her suspicions that what happened on the mountain that day was no regular occurrence, and now she knows she was right! Of course, up until now, that's all she's had: suspicions. And if she was going to get your help, she would've needed a little more than that!"

Rarity spoke, "Twilight's our friend! We would listen to her and help her!"

Eggman smirked, "Just like you helped with the friendship report incident? Yes, MARVELOUS display of generosity back there, DARLING. In fact, you all made quite a show of 'believing' her!"

Rarity gawked at him, outraged by his imitating her. "Why, I never!" she exclaimed.

Spike shouted through the shield, "Hey! I was worried about her when she started worrying too much! I sent a letter to Princess Celestia because I thought she could calm her down!"

Eggman wheeled on him, "Yes, WHEN she started worrying too much. And then you jumped right on the bandwagon the next time she worried about something! You know, if you'd eaten all that ice cream around me, a stomachache would be the least of your worries!" Spike took a step back and quivered as he remembered the Future Twilight incident; how much else did this human know? He didn't get a chance to wonder long before Eggman said, "Ooh, and let's not forget how everyone believed her suspicions about Princess Cadance! Or should I say Queen Chrysalis?"

Rainbow blurted out without thinking, "Well, we would've listened to her right away if she hadn't been freaking out about her brother the whole time before that!"

Eggman simply said, "And there it is. Excuse number 28."

Applejack raised an eyebrow, "Huh?"

Eggman placed his right index finger on the console of his Eggmobile, as if it had a piece of parchment on it, and explained, "Excuse number 28: whenever something goes wrong, it's automatically Twilight's fault. It doesn't matter what happened or who was actually at fault. It's always Twilight's fault and she deserves to be put on the spot in such situations."

Rarity exclaimed, "We would never accuse Twilight of such!"

Eggman grinned, "Miss Element of Loyalty did just now, didn't she?" Rainbow's eyes went wide at that, her brain finally catching up with her mouth as the others, save for Pinkie Pie, looked at her. Eggman went on, "Besides, Twilight 'freaking out' is the reason you didn't listen to her? That's a terrible excuse for a lie! Remember the Gabby Gums incident?"

Twilight's friends (except for Pinkie Pie again) got nervous as they remembered that. "If what I've seen is correct, Twilight CALMLY raised a point against the column, at a time when Gabby Gums had nothing to do with her! She was worried about other ponies' privacy, and it still took all of you ending up in that column with some horribly embarrassing headline to change your minds, especially YOU, Little Miss 'My-Sister-Can-Do-No-Wrong-Now-That-I'm-A-Better-S ister'!" Eggman said, pointing down at Rarity as he spoke. He then held his arms out, "Face it, ladies! Twilight may not have approached the other situations with the right attitude, but it seems like she's not the real problem here!" He pointed down at them, "The real problem is YOU, you selfish little ponies!"

Eggman's statement was so shocking that even Pinkie Pie raised her head and gasped. "Selfish?!" Rarity cried, aghast at his words.

Eggman nodded, "But of course! You've made it very clear in the past that Twilight's not allowed to ruin your happiness for any reason!" He held his right hand up to his right ear, saying, in a mocking voice, "What's that, Twilight? You need help with that assignment that Princess Celestia oh-so-conveniently neglected to mention doesn't have a due date? No, this picnic is WAY more important than helping a friend with a problem!" He lowered his right, raising his left hand to his left ear and saying, "You say there might still be a threat out there?! How selfish can you be, Twilight? This ice cream isn't going to eat itself, you know!" He then brought his hands together in front of him and said, "She said good things about my treats! Ooh, she loves my dresses! I'm too stupid to realize that wasn't a compliment! …What? There's something up with the bride? You're crazy, Twilight, and we don't listen to crazies!" He glared down at the ponies, "Really! Can you blame her for 'freaking out' when THAT's what she gets from her 'best friends', the ones who had to learn not to brush off her concerns more than once?!"

Applejack asked, "So you're blamin' us fer how Twilight acted?!"

Eggman replied, "If the boot fits, 'Sugarcube'. But that's not the real reason you're in the predicament you're in right now!"

Rainbow sarcastically asked, "Oh, and you think YOU know why? Well, Egghead, tell us then, please, tell us about your theories!"

Eggman replied, "Since Twilight and her memory spell are, ahem, occupied at the moment, perhaps I will! Allow me to refresh your memories." He cleared his throat and looked down at Applejack, "Applejack, do you remember how it felt after your performance in that rodeo, when you tried to make amends you didn't need to, and then the truth came out and you were shown nothing but love and forgiveness?" Leaving the orange earth pony to mull over that, he looked at Rainbow and asked, "Do you recall, Rainbow Dash, what it felt like to have your new hobby brought to light in front of your friends and have them all accept it, especially the one you used to make fun of for it?" He turned to Pinkie Pie, "Do you remember convincing yourself that your friends didn't like you, only to find out they had been planning something wonderful for you, Pinkie Pie?" He held out his arms, "Feeling upset about your work for listening to your friends and them going to great lengths to make it up to you, Rarity? Thinking you weren't loved anymore and proven wrong, Spike? Believing yourself to be a monster and then being shown forgiveness when you turned your back on your new, impolite ways, Fluttershy? Can any of you recall doing something like that for Twilight?!"

Pinkie held up a hoof, "Ooh, ooh! I told Twilight she couldn't always know everything when she apologized about Gilda! And then when she accepted my Pinkie Sense!"

Eggman smirked, "And…?"

Pinkie smiled, "And that's all I've got right now! But don't worry; Spikey and the girls will fill you in on the rest!" She dipped her head back into her tub and noisily started eating again. She wasn't concerned about making so much noise; after all, she was sure she could still hear her friends, and they would tell her if she needed to quiet down. Either way, there was no reason to let these sweets go to waste. After a few seconds of silence, however, she lifted her head up while chewing something and looked at her friends, only to see they were all looking at the ground while Tails, Shining Armor, and Cadance looked between them all questioningly. "Hey, why isn't anypony saying anything?" she asked after she swallowed.

Applejack looked at her, a grave expression on her face. "Pinkie… We ain't got nothin' ta say…" she said, almost in horror.

Eggman laughed, "That's right! You DO have nothing to say! You all might have been willing to go along with Twilight and do anything for her when Nightmare Moon had been freed, if only because you were suspicious of her, but that attitude's been slowly drifting away ever since she decided to stay in Ponyville! Twilight's not your friend; she's lucky if she's considered an acquaintance!"

Pinkie Pie cried, "What?! That's not true! What about when-"

Eggman cut her off, "Oh, shut up! Don't embarrass yourself the way Celestia did! Hang on to whatever dignity you have, you pathetic excuse for an intelligent being! You gave Twilight some minor comfort, yes, but it's meaningless when you consider that, whenever one of you does something, she's often there to comfort you and you can't return the favor! Like the friendship report incident. When all was said and done, it was out of sight, out of mind. Just like with the whole time travel loop. After all, it's Past Twilight's problem, isn't it, Pinkie Pie? And of course, her brother's wedding. You think you can ignore what your decision to not trust Twilight could have led to after it was over and the problem and everything associated with it will go away, just like that? Well, get a load of THIS, ponies: it doesn't work that way!"

Rainbow, determined not to go down without a fight, looked up and said, "That's not what we thought! We regretted what we did when we realized she was right! We went to help her! We… we…"

Eggman asked, "You what? Begged Celestia not to take your babysitter away? Thought it was funny to be making fun of the way someone acts just because it's not the same way you would act? Took advantage of someone's connections to further your own selfish ends? Stop trying to cover up for yourselves! You five are all good friends… to each other! You do all the things friends would do and even include Twilight sometimes, but when it comes to her and helping out friends, even Little Miss Generosity takes more than she gives!"

Rarity couldn't take this anymore and turned her head to the side, uttering, "…H-Hmph!"

Eggman called, "Oh sure, Rarity, stick to that same old attitude of yours! Turn your back when you don't want to hear something and wait until the last minute to do something about it! It's the same thing with all of you! Heck, Twilight's brother did it and everything turned out fine in the end!"

Shining yelled, "What's that supposed to mean?! My special talent is defending the weak; that's what my cutie mark represents! I joined the Royal Guard and became Captain to protect those ponies, and I would never turn my back on them or Twilight!"

Eggman questioned, "Oh no? What about the day you were supposed to be married to Cadance and ended up at the altar with the Changeling Queen instead?" Shining cringed at that, remembering the disaster that had barely been avoided in the days before his union with Cadance. "Do you remember what happened that day, pretty boy? How you threw away all the trust you had for your sister just to fulfill what you wanted?" Eggman asked.

"I was under Chrysalis' spell! I wasn't in control of what I was doing!" Shining cried, fear beginning to work its way up his spine.

"Indeed you were, but do you know what that spell actually did to you?" Eggman asked.

"I-It stole my love and brainwashed me to neglect Twilight," Shining stammered.

Eggman wagged his finger, "Not quite, Shining Armor. Yes, it stole your love and fed Queen Chrysalis, but the only other thing it did to you was make you believe she was Cadance, no matter what she did." He pointed at the stallion, "Everything you said to your sister, you said it of your own free will! Her spell had no influence over you in that regard!"

Shining Armor, his voice raised slightly, exclaimed, "Th-That's not true!" He was desperate now; anything he could say to make the situation better was quickly dying away.

Eggman crossed his arms, "Say what you want, but you know the truth. I'm not a big fan of magic, or the fact that you ponies have somehow found a way to integrate it into science, and even I know what that spell did."

Luna finally looked up from Celestia, the Sun Princess finally seeming to come to somewhat, and yelled up at Eggman, "Why are you doing this?!"

Eggman answered, "I'm merely pointing out their mistakes, Luna! That's a good way to learn, isn't it? You learned to integrate into today's society by learning from your mistakes, didn't you? Well, they should learn what they should have done and failed to do, especially when someone else has already beaten them to the punch!" He raised his right hand and snapped his fingers; in response, the screen he had sent away earlier floated back up, stopping in front of the Time Eater and floating forward slightly so that everyone could see it better. It then turned on, showing static for a few moments before a video began to play.

For a second, the image on the screen showed what appeared to be green leaves. Then it moved forward, parting the leaves and looking directly down at Applejack, Rainbow Dash, and Sonic (who was resting on a rock). The Applejack on the screen soon spoke, "That was… a bit odd fer Twilight. Ah hope she doesn't have somethin' on her mind."

The on screen Rainbow Dash shrugged, "Eh, it's probably nothing, AJ. If Twilight is worrying about something, it's probably something silly and not worth getting worked up over."

Sonic looked over at her, "And you don't think someone should talk to her when she has something on her mind, no matter how small it may be?"

As the video continued to play, the real Rainbow Dash demanded, "What the hay is this?!"

Eggman answered, "Why, it's a bit of modern magic, Rainbow Dash, similar to what Discord tells me Sonic used earlier! Speaking of the draconequus, he's the one that shot this. With skills like his, he could make it on TV someday, possibly in a science fiction show! But I digress." At that point, the Sonic on the screen left, going to 'stretch his legs' as he said. "As I'm sure you no doubt remember, you and Applejack decided to pass the time waiting for Twilight and Sonic to return by hoof-wrestling before you decided to look for them," Eggman said. He then smirked, "Let's look at some 'behind-the-scenes' footage, shall we?" He pressed a button on his Eggmobile, the image on the screen going to static as the video changed.

Meanwhile, inside the s'more…

Discord laughed as he floated in the middle of the chaos he was creating. The s'more he had created wasn't big enough for all the chaos he wanted to create, but at this point, he didn't care. He had missed this! The inside of the s'more was filled with floating pies, cotton candy clouds raining chocolate milk, balloons, dancing buffalos wearing tutus, checkerboard patterns… And in the middle of it all were Sonic and Twilight, both of them shielding themselves from the chocolate milk rain by grabbing books that had been flying around like birds and holding them over their heads. The books fluttered as they were held by the duo, though, trying to get out of their grasps; they didn't protect them much either, as the rain was running down the covers of the books and getting on them. The chocolate milk was beginning to give them both a slight brown tinge to their fur.

Discord chuckled and said, "Oh, this is so much fun! I appreciate Dr. Eggman's freeing me and all, but the man simply does not have enough respect for my chaos or magic in general. 'Have to keep it under control', he says. 'Don't bother me when I'm working', he said. He really needs to lighten up. More than Twilight, I might add." He heard a clicking sound and looked at Sonic, noticing the hedgehog was holding his cell phone up in front of him. "Ooh, that's your little recording device, isn't it, Sonic? Are you filming me?" he questioned.

Sonic replied, "Nah, just getting a few pictures. I gotta get some kind of record of all this crazy stuff you're making." He then pointed his phone at Discord and took another picture, saying, "You've got some good expressions and poses too."

Discord asked, "Oh? Let me see!" He floated over and twisted around so he could see Sonic's phone. He grinned at the picture he saw, seeing a handsome draconequus leaning to the side with a contemplative look on his face. "Hah! Quite the handsome Spirit, aren't I? I've got quite the range!" He floated away and struck another pose while saying, "I'm so much better now! I used to be quite stolid, you know."

Sonic glanced up at him as he put his phone away and grunted, "Yeah? What tipped you off, the beard?"

Discord chuckled as he floated naturally, "Very clever." He landed on the ground and snapped the fingers on his lion paw, a paper cone appearing in it. He reached over and stuck it into the cotton candy cloud above Sonic and Twilight's heads, the chocolate milk rain coming to an end as he pulled it back. They both lowered their hands/hooves shortly afterwards, the books they had been holding flying off as they stood up. Neither one of them looked pleased as the chocolate milk dripped freely from their fur, the front of Twilight's mane hanging over her eyes.

Discord observed them both and said, "Hmm, brown doesn't really work for either of you, does it? Here, let me fix that." He snapped his fingers and a large electric fan appeared next to Twilight, startling her. Without warning, it turned on, blowing such a big gust of wind that it actually lifted Twilight off the ground as it blew. Sonic caught her in his arms and held her tight as he tried to stand his ground against the wind, the chocolate milk flying off of their fur and splattering against the marshmallow wall behind him while Discord munched on his cotton candy cloud.

While taking another bite, the draconequus noticed the two appeared to be dry enough and snapped his fingers again, the fan disappearing. As soon as the wind stopped, Sonic set Twilight down and they both looked at each other. Twilight's mane and tail were wild and frizzy at the ends while Sonic's fur stuck straight up, making him look like a blue porcupine. Discord of course thought they looked hilarious and burst out laughing, though he did summon floating brushes and combs to fix them. While his brushes and combs were working, Discord rolled on the floor as he laughed, saying, "Oh my goodness! This is too much! You know, brown really would work for you now, Sonic, being all spiky like that!"

Despite a few rough tugs, the brushes and combs managed to restore Twilight and Sonic's natural looks. By then, Discord had gotten his fill and sent them away, once again floating before the duo. Sonic and Twilight looked at him, the former saying after a moment, "Well, that was nice of you."

Discord replied, "I thought I'd be amicable towards my guests and new friends."

Sonic deadpanned, "Yeah, uh, we're not friends. No, that's just not happening."

Discord asked, "Oh? I can see Twilight saying no, but you? Surely this chaos entices you, Sonic! Isn't it fun?"

Sonic replied, "I think our definitions of 'fun' are different. I enjoy running at high speeds, the Olympics, a good brawl every now and then, racing, and the company of close friends. You on the other hand, for whatever reason, seem to enjoy amusing yourself in any way possible, which you can actually do, and making life rough for everybody else."

Discord didn't seem fazed by Sonic's assessment of him. He rolled his eyes, "Haven't you heard? I'm the Spirit of Chaos and Disharmony. There's not a single moment where I don't enjoy causing hardship to others; it's what I do."

Sonic said, "I have heard, and that's what I can't wrap my head around. You're obviously not some two-bit baddie; you actually sound like someone who could make a lick of sense. And yet you're obsessed with this idea of bending the world to your designs and making everybody miserable. That's exactly what got you turned into stone in the first place. You want that to happen again, huh? Do you enjoy being stoned?"

Discord's expression instantly changed, narrowing his eyes and glaring at the duo, making Twilight shudder as she stood close to Sonic. The hedgehog felt a bit scared himself, but he steeled himself; right now, he had to be strong. "No, I don't enjoy being turned to stone," Discord said in a dark voice full of anger. "Is it my fault I am the way I am? Is it my fault ponies don't seem to enjoy my chaos? No, it isn't! They should all have a change of attitude so that they can see the beauty of my chaos!"

Sonic cocked his head to the side for a moment, steadying himself before asking, "What about you, Discord? Have you ever thought about changing YOUR attitude?" The draconequus raised an eyebrow at him, so Sonic went on, "You must've been conscious under that stone; I know I was when that gargoyle statue turned me to stone. Did you ever wonder why two different Element Bearers turned you to stone? I mean, Celestia was only able to banish Luna to the Moon while Twilight and her friends were able to free her from Nightmare Moon. The fact that they both did the same thing to you must mean there's nothing wrong with you; your priorities are just a bit messed up." He smiled, "You could still have your chaos and not have ponies wanting to turn you to stone if you made a few changes. If your chaos was fun for everyone and didn't make most people look bad or get on their nerves, they'd come to like you. That's possible, isn't it?"

Discord surprised him with a smirk, "Not cause problems for anyone? What fun would that be?"

Sonic and Twilight both glared at the draconequus, the former saying, "You see? There's your problem right there! How can you expect anyone to actually like your chaos when you're constantly thinking of ways to make them, and by association yourself, look bad! You need to do something about that, dude, or you're never gonna change peoples' minds the right way!"

A sudden crack of thunder behind them made Twilight and Sonic jump. Looking behind them, they saw a cotton candy cloud floating in the air above them. They looked back at Discord and saw he was looking at them angrily. He demanded, "So you think they have every right to turn me to stone? You actually agree with them even though you're not a pony?! I asked Eggman to give me some time alone with you because I thought you were smarter than that, Sonic! Clearly, I was wrong! You know, I've never been given a reason to like ponies, but at least I don't go around turning them into stone!"

Sonic retorted, "No, not until today! Both you and Eggman turned everyone you captured into stone, and who knows how many others have been affected! And I don't know which is worse: that or you turning ponies' hearts into stone! It's no wonder they turn gray!"

Discord got right up in his face and asked, "What, you have a problem with that? It's not like I haven't done it before! And from the looks of it, Silver turned out completely fine afterwards! And that Trixie unicorn… she had it coming! Even I thought she was spiteful!"

Twilight's eyes widened at that. She finally spoke up, "What are you talking about?! Trixie wasn't…" She stopped in mid-sentence, remembering the device Trixie had in her ear and how Tails said it didn't make sense that it was a mind control device. Now, suddenly, it did. She started again, "The mind control device planted on Trixie! You and Dr. Eggman made it! You brainwashed both her and Silver and made them fight us for your own amusement!" She glared at the draconequus, "Don't you know they've both had their share of hardships, especially Trixie? She especially didn't need you or an evil genius taking control of her and being forced to fight somepony!"

Discord wheeled on her, "Oh, so now you want to speak up, do you, Twilight Sparkle? And it's to show 'friendship' to a pony who humiliated you in the past? How do you know she won't try to do anything else to you later on, on her own?" Twilight was about to respond, but Discord said, "Oh, that's right. You know because 'friendship is magic', isn't that right? You still believe that lie, even now? Don't you remember what your so-called friends have done to you in the past?"

Twilight took a few steps back, "Yes, but… I…"

Sonic had had enough and decided to step in, "Hey, quit trying to twist the facts, you jerk! Why don't you -!" He was cut off as Discord slapped his eagle claw over Sonic's mouth, keeping him from interfering.

The draconequus smirked, "Come on, Twilight, you know the truth about them. They've abandoned you in the past… and they didn't need my help to show you who they really are." He brought his lion paw behind his back and snapped his fingers, "You've seen it for yourself; they call themselves your friends so they can take advantage of you to further their own selfish needs. They're not really your friends; you were only deluded into thinking that by everyone you know, even your brother and assistant. They don't see you as a friend; they only see the Element of Magic, part of Celestia's magic gun that she can point at bad guys to make them go away. The only reasons they went along with you into the Everfree Forest was because they were suspicious of you. You never had friends and you never will!"

Twilight sat down as she thought about the draconequus' words. Unbeknownst to her or Sonic, when Discord snapped his fingers, he had secretly conjured a spell to amplify the bad times she had had with her friends, making them overshadow the good times and make them seem nonexistent. It made those memories fill her head, blocking out her real thoughts. As she began to believe these 'true' memories, it started to happen. A shine appeared at the end of Twilight's tail that began to move up towards the rest of her body.

Sonic stared in horror as Twilight began to turn gray. He pushed Discord's eagle talon off his mouth and tried to run towards her, only to have his right arm grabbed by both of the draconequus' hands. Physically, he was stronger than one might've guessed a Spirit to be; without his speed, Sonic couldn't shake his way free. "No! Twilight!" he cried, reaching his left hand out towards her. "Don't listen to him! You have friends! I… You trusted me and I listened to you! Your friends will listen to you too! You're stronger than this! Don't let him win! Fight it! Don't lose your faith in your friends!"

Behind him, Discord smirked, "Oh please, Sonic, why are you trying to plant more lies in her head? She's already accepted the truth. A little change never hurt anypony anyway." Sonic growled and clenched his left hand into a fist as his eyes moved in Discord's direction. Before he could turn around and try to wipe that smirk off his face, the draconequus took his lion paw off of Sonic's arm and raised it up, snapping his fingers.

Almost instantly, a flash appeared around Sonic's legs and on Twilight's forehead; the unicorn's horn reappeared and Sonic's speed was returned, throwing the hedgehog off for a second. And a second was all it took; Discord released Sonic's arm and grinned, "And you're about to learn that for yourself. Arrivederci!" And with that, he reached down with his lion paw. As the gray began to cover her completely, Twilight gasped quietly as Discord tapped Sonic's head with his lion's paw index finger, the blue hedgehog wincing and Discord vanishing with his chaos immediately afterwards…

Meanwhile, outside…

Spike, Shining Armor, Cadance, and Twilight's friends watched in surprise as the video continued to play; it showed Sonic finding Twilight after she snuck off into the forest and both of them talking, Sonic not only listening to Twilight but also trying to help her feel better. Luna and Celestia, both now standing up, were only mildly surprised, though Celestia might have had something on her mind or she was still partly in shock, and Tails was hardly surprised at all. After all, that level of caring was pretty much par for the course for Sonic; he usually had a shoulder to lean on, either figuratively or literally.

Despite having to listen to his nemesis talking, Eggman's grin never once wavered while the video played. As it came to an end, he snapped his fingers, the Time Eater raising its hands and using its power to make the screen vanish. Eggman then spoke, "So let's review the facts, my little ponies. You've all known Twilight for quite a while, Spike, Shining Armor, Cadance, and Celestia knowing her even longer and at least one of them being able to recognize when she's under stress, and unless Twilight is addressing a large group of ponies, you're all extremely quick to brush off her worries or misgivings as mere annoyances! Sonic, on the other hand, hasn't even known her a full day and he was able to recognize Twilight needed somebody to talk to, even if her reasons for needing someone were ridiculous! I suppose that comes from the fact that he's not crazy like the rest of you are!"

Rainbow Dash yelled, "Crazy?! What do you mean, crazy?!"

Eggman replied, "Correct me if I'm wrong, but when Nightmare Moon returned, you five decided to stick with Twilight despite her saying she'd rather go alone. You stuck by her and shared the magic of friendship with her. Whatever happened to that attitude? Are you all hypocrites or something? You stood by her when she said it wasn't necessary, and then when she comes asking for help, you turn your backs on her?! If that's the case, it's no wonder you were blind to what you were doing to her!"

Fluttershy squeaked, "D-Doing to her…?"

Eggman said, "You didn't notice that she was trying to either refute or confirm her suspicions about the mountain! If you couldn't notice something that simple, it's no wonder you didn't notice, deep down, she was hurting because of you, because you couldn't be bothered to listen or talk to her!"

Rarity stammered, "But… that doesn't sound like Twilight. If she wanted to talk to us or know we forgave her for everything that happened, why didn't she?"

Eggman asked, "When have any of you ever actually had to beg for forgiveness from each other? The closest any of you got to that was Fluttershy, and it was after she proved she was giving up her new ways. If Twilight had to beg or ask if you forgave her, that would be petty and selfish, wouldn't it? She probably thought that would make her look like a foal again and NOT a friend! So what exactly could she do that would make her look mature? Not much, other than pushing how she felt into the back of her head and trying to prove herself as a friend! Speaking of which, tell me, has Twilight been showing any unusual behaviors as of late?"

Applejack thought for a moment and then said, "Well… there've been times where it seems like she's been tryin' ta make extra time fer us or do anythin' we want. Ah mean, she's usually willin' ta help if somepony asks her, but she's seemed pretty eager ta help lately."

Eggman nodded, "As I thought. She's been trying to prove she's more than what she's been reduced to. Time and effort wasted on you self-serving idiots."

Cadance shouted, "How dare you say such a thing! What do you know, you horrible human?!"

Eggman asked, "You want to know what I know, Cadance? I'll tell you what I know for sure now: your little Twilight is seen as little more than a babysitter by her 'friends', said 'friends' don't notice things that threaten their happiness until it's right in front of them, and Twilight's feelings don't matter to them!"

Rainbow, now desperate, shouted, "Y-You're wrong! We do care about how Twilight feels!"

Eggman asked, "Have you ever told her that?"

Rarity stammered, "W-Well, Twilight's a smart girl. She should…"

Eggman interrupted her, "HAVE YOU?"

The ponies looked at each other for a few seconds before Applejack hung her head and said, "…No."

Eggman nodded, "My point exactly. Based on you, the ones she surrounds herself with, it looks like Twilight was only half-right. Friendship IS worth fighting for… but only when it has benefits." As if on cue, a strange popping sound was heard and Eggman peered over the side of his Eggmobile to see a familiar draconequus below. "Ah, Discord! I was just thinking about you!" he grinned.

The draconequus held up his two-way mirror to observe himself while nonchalantly saying, "JUST thinking, Doctor? I'm amazed others don't think about me more often. So what did I miss?" He glanced up and saw Celestia turn around and run towards the edge of the area like a scared child, Luna shouting her name before running after her. They both ran past the other Element Bearers and to the shield keeping Tails, Shining Armor, Cadance, and Spike out, both of them somehow able to get past and vanishing through the portal. "Oh, come on! I missed seeing Celestia get her fat flank handed to her?! How did you do that?! I've never been able to do that to her!" Discord complained.

Eggman replied, "Oh, relax, Discord! Even with her sister, she was no match for the Time Eater! Maybe in whatever time is left for the current Equestria, she can keep her name from being ruined! Just look at the Element Bearers!" Discord looked down at Twilight's friends and noticed the somber state they were in, gazing down at the ground and looking like they didn't care they were caught in his traps.

He smirked, "Looks like I underestimated you after all, Doctor. Even knowing what effect words can have, I didn't think you could break them this badly without magic. Speaking of which…" He raised his eagle talon and snapped his fingers, the distractions he had conjured up vanishing as quickly as they had appeared.

Pinkie Pie briefly returned to normal when she noticed her tub of sweets and candy was gone. "Hey, I was still eating that!" she cried.

"Oh, were you? Well, I'm sorry to disappoint you, Pinkie Pie… but I'm not giving it back to you. You may represent my favorite Element, but to be honest, you're not my favorite pony. That and your little comment about Sweet Mountain being better than my chaos really hurt. I only gave you that tub to keep you busy while I was gone; when I'm around, just for that comment, you don't get to experience any of my chaos, you poor excuse for a friend! For a pony who likes to make others smile, you've certainly been neglecting the smile of one of your closest friends, haven't you?" Discord taunted. Pinkie was immediately reminded of what Eggman had said and started crying, tears falling from her eyes like waterfalls.

Eggman grunted, "Hmm. I was wondering when that dam was going to burst."

Discord smirked, "Well, it won't be going for much longer. Let's add a touch of… chaos to this collection of long faces." He rested the side of his head on top of his lion paw hand, his fingers still wrapped around his mirror. He then rested his elbow on top of Cubot's head while he held up his eagle talon, the fingers pointing up as he let his magic spread out. Spike, Tails, Cadance, and Shining soon noticed gray beginning to creep up the bodies of the Element Bearers. They pounded on the shield and tried to call out to them, but it didn't seem to be of any use. The gray was still overtaking their real coats, still climbing up their bodies…

When the gray was about halfway up, however, the ponies suddenly stopped what they were doing and sat straight up, looking surprised as a brief flash, each one a different color, came from their neck area. Tails, Shining, Spike, Cadance, Discord, and Eggman looked surprised too; what just happened? As they watched, the gray began to recede until it vanished completely, despite Discord still giving off his magic. Rainbow Dash, having fallen onto her rump when she was released from the table, looked at the other ponies and asked, "Did you guys feel that…?"

Fluttershy nodded, 'Y-Yes… Th-That sudden, like Twilight's magic… I felt it…"

Rarity asked, "Do you suppose we can…?"

Applejack nodded, "It ain't too late, y'all! Maybe… maybe we can still talk ta Twilight!"

Pinkie slowly said, "I hope so… I never said I was sorry for making fun of her and being a big meanie-bofeany mcmeanie pants when she needed us to have faith in her…"

Discord was initially angry when he saw that the Element Bearers seemed to be resisting his magic, but it quickly changed when he overheard what they were saying. He called, "You want to talk to Twilight? Be my guest! See how successful you are now that she's turned her back on all of you and Sonic's turned his back on everything he's ever known!" He snapped his eagle talon fingers; in response, the s'more Sonic and Twilight were in started to melt like ice cream. As it began to shrink, something suddenly shot out from inside, breaking off a small part of the cracker on top, the piece beginning to slide across the ground on the melting marshmallow when it landed. Discord stared with a raised eyebrow, but as the marshmallow covering the thing flew off, he grinned widely while Tails, Spike, and the ponies stared in horror.

Sonic and Twilight were on top of the cracker piece, but they were changed. They were both completely gray; even Sonic's red shoes and gold buckles had grayed out. The formerly blue hedgehog crouched over the unicorn with a fierce look on his face, pressing her down against the cracker with his right hand while his left hand held her Element of Magic crown. Twilight had a look of complete submission on her face, like she didn't care about whatever Sonic was planning to do to her.

Discord laughed, floating up out of his Eggmobile and hovering in the air as he said, "YES! The other Elements may have resisted, but those two are still mine! Sonic will make a fine evil king, and Twilight will be my pet for all time!"

Shining whispered, "No… Twily, Sonic…"

Even Tails looked afraid at what Discord had done to his older brother and best friend. "He looks just like that copy that appeared when Eggman hit him with that weird beam…" he thought.

While Discord was laughing, Eggman was looking on in disbelief. "Impossible! I could see him being able to affect Twilight without messing with her friends like he did before, but with all the Chaos energy he's absorbed over the years, Sonic is basically the element of chaos itself! How in the world was Discord able to affect him?!" He then noticed Discord was holding up his two-way mirror and looked at it. At the angle it was tilted, he could see that the reflection was showing Sonic and Twilight. And it also showed… He quickly put the pieces together from what he was seeing and glared down at Discord, "Discord, you idiot! Can't you even tell your own magic apart from someone else's?!"

While the draconequus, his henchbots, Tails, Spike, and the ponies looked up at Eggman in confusion, Sonic and Twilight both looked up in realization as they kept sliding. "Dr. Eggman's already seen through the spell," Twilight muttered.

"Well, it's not like we were counting on fooling them for long anyway," Sonic shrugged. He stopped pressing his right hand down on Twilight's back, though he still held her Element of Magic crown in his left hand, and said, "Might as well ditch it now. This whole gray thing is depressing anyway." Twilight nodded as she lifted her head up, her magic surging into her horn as it was surrounded by her magenta aura. A second and a brief flash later, her illusion spell was dispelled and both she and Sonic were restored to their normal colors. "Much better," Sonic nodded, looking down at himself and then at Twilight's lavender coat.

Spike, Tails, and the ponies looked relieved at seeing them, but Discord stared in disbelief. "WHAT?! That's impossible!" he exclaimed as he floated back down into his Eggmobile.

"Oh please, Discord! You didn't think your magic would actually affect Sonic, did you? Dark Gaia couldn't mess with his head, and that thing's a lot older than you are!" Eggman said.

Discord growled, slamming his lion paw down on the Eggmobile's console, "Why, that little…!" A second later, the cracker Sonic and Twilight were on slid to a stop and they jumped off of it, Sonic following behind Twilight as she and the other Element Bearers ran towards each other. When they reached each other, Discord tried to order the Time Eater to attack them, but again it wouldn't respond. He glared up at Eggman and yelled, "Get them! Get them now! I won't stand for this trickery!"

Eggman held a hand to his chin, "Pipe down, Discord. I have my suspicions, but I want to see where this goes…"

Down on the ground, Sonic remained behind Twilight, still holding her crown in his left hand and opting to stay back until he was needed. Twilight looked at her friends, her eyes puffy and red and a few strands of her two-tone hair sticking up at the ends, unable to read their expressions."Girls, I… I'm… I know you're mad at me and… I've got something I need to say…" she started, trying to find the right words to say.

Applejack stepped forward, wearing a stern gaze, "We got somethin' we need ta say, too." She held her gaze for a moment before it changed to a solemn expression. Six breaths were taken at once…

"I'm/We're sorry!" The Elements of Harmony chorused. Twilight stared at her friends in shock while they did the same. "What? Why are you sorry?" they sounded again in unison.

Twilight shook her head; this was starting to get silly, and to say she was surprised would've been a huge understatement. She asked, "Hang on; why are you girls apologizing? I'm supposed to be the one who's sorry. What are you girls sorry for?"

Rarity quietly spoke for everypony, "For a lot of things, darling… things we should have recognized long ago and taken care of rather than letting them fester and get worse for you."

"But… I don't understand. What did you girls do that you're apologizing to me for…?" Twilight asked.

"How about all those times we didn't have enough faith in you! Like when you were looking for something to write about for a friendship report and we all brushed you off?" Rainbow asked, trying to keep from shouting (too loudly).

"Or when you met Future Twilight and thought a disaster was coming to Equestria. You wanted some kind of clue or reassurance or something and all I kept talking about was your birthday present and having fun. That's just as bad as ignoring you," Pinkie said sadly.

Fluttershy managed to speak up, "Um, a-also when your b-brother was getting married. Queen Chrysalis had him under his spell and he let his emotions get the better of him. We believed him over you based on some words, his a-anger, a-and how close you two are, and that was after ignoring you again the previous night. That was… really cruel of me… to walk away from you without even giving you a second thought…"

Rarity nodded, "That goes for all of us, dear. We haven't… been very friendly towards you for some time now…"

Twilight shook her head, unable to believe what she was hearing. "But that's not your fault! The Changeling Queen fooled everypony, and even without that… I was acting like a foal… just like all those other times you mentioned. I wasn't doing things the way I should have because I let my emotions get to me! You had every reason not to listen to me!"

Applejack stepped back and said, "Twi, lookin' back, it's always obvious what shoulda been done differently. We ain't exactly innocent of lettin' our emotions take over either. But there's definitely somethin' we've always overlooked when lookin' back on those moments: it's that we never talked to you, before or after the fact. Heck, Ah never even said anythin' to you after yer first Winter Wrap-Up, when Ah got mad at you for usin' magic when you were just tryin' to find yer place in it all. Somethin' that simple fer somethin' that, compared to everythin' else we been through, really wasn't as big a deal as Ah was makin' of it. It was all mah pride talkin'…"

Rainbow nodded, "And if Applejack couldn't do it for something that simple, then how could she, or the rest of us, know to do it for anything else? Applejack kind of sets an example that most ponies follow – not me, obviously, I only follow the Wonderbolts' example – so we ended up going along with her without even thinking!" Her face fell, "Especially when you're usually there to talk to us whenever we're the ones who start acting like foals. Some Element of Loyalty that makes me…"

Twilight said, "But you did talk to me! You all did, and Spike too, and I still got wrapped up in my emotions!"

Fluttershy spoke, "Um, no offense to you girls, but… we didn't do a good job of talking to you, Twilight. It's… actually not surprising that you still got lost in your emotions because… we didn't try as hard as you do. You always try your hardest to fix everything."

Twilight protested, "I still got Discord's riddle wrong, didn't I? And that allowed him to mess with you all and again I let my emotions get the better of me!"

Applejack shook her head, "Twilight, don't you remember what his riddle was? All that talk about twists and turns, THEN find the Elements? Sure, we found 'em, but he intentionally set his riddle up so we'd be messed up by the time we found the Elements and be unable to use 'em."

Pinkie nodded, "And you've known Princess Celestia longer than we have, and you weren't able to find out what Future Twilight was trying to tell you, and you noticed things that Queen Chrysalis was doing that we didn't even notice, even if it wasn't all exact evidence. The only time we listened to you was before Cerberus showed up in Ponyville, and that was only because you were addressing the whole town. Again, we were going along with everypony else."

Rarity said, "You've always tried to be there for us, darling. But when you've needed us, we haven't been there for you…"

Twilight spoke after a moment, "I still don't see why you have to apologize when you've all done the same. It hurts, yes, but I know it's my fault, as usual, and I'm being a foal for letting it get in the way of what we're doing instead of being a grown mare and pushing it aside like the rest of you do with your experiences…"

Rainbow exclaimed, "Because it isn't your fault! And we didn't push all that stuff into the back of our minds! We think about all that too, but we also think about the talks that took place afterwards! And even with all that, we didn't think about how you were feeling!"

Rarity said, "It's not right that we fell into that sort of status, but it happened anyway. It's just…"

Applejack took over, "When we have friends, Sugarcube, we just kinda plan that they'll always be there. Ya know, Rainbow Dash has her stunts, Rarity complains about gettin' her hooves muddy and all that, and that's just the way things usually are."

Fluttershy said, "We didn't think that would ever change. We didn't realize you needed our help, whether it was stopping the Changeling Queen or being reassured like this. It isn't your fault."

Twilight looked down. She'd been fighting against tears this whole time, but now she was starting to lose the battle. She finally said, very illogically, "Friendship… it's made me not want to be the only one doing something, no matter what it is."

Fluttershy asked, "Remember Hearth's Warming Eve? Our play? We all had to do something by ourselves." Twilight kept looking at the ground as she thought about that, remembering everything that happened before and during the play. While Rarity, Rainbow Dash, and Pinkie Pie had undoubtedly been the stars of the show (despite what Rainbow Dash thought), at the end, it was her, Applejack, and Fluttershy huddled together, thawing the ice that threatened to cover the land that became Equestria and serving as the quiet backbone for their three friends.

While she mulled over this, Sonic cleared his throat and, when the others looked at him, said, "Uh, I think I owe you girls an apology as well, since Twilight told me how she felt before all this."

Rainbow nodded, "We know. Eggman showed it to us."

Sonic replied, "Right… To be honest, I wanted to tell you or convince Twilight to tell you, but I didn't think you would listen if I said it, and I figured if Twilight was pushed into doing it without knowing what to say, she wouldn't be able to tell you. Besides, I basically promised her I wouldn't tell, and you shouldn't break a promise like that, right?"

Pinkie Pie finally cracked a smile, albeit a small one, "Nopey-dopey!"

Sonic nodded, "I thought so… I can't help but think, had I said something, this all could've been avoided, but I won't try to make any excuses for myself." He walked up alongside Twilight's left side and placed his right hand on her shoulder, the unicorn looking up as she finished thinking about what Fluttershy said. "So Twilight, do you think maybe you could stop making excuses for yourself and accept that everyone here who's not a bad guy, except for Tails and Cadance, made mistakes before and will try to learn from them so that we can all just be friends instead of a bunch of scorekeepers?" he asked.

Twilight glanced down at the ground for a moment, fresh tears glistening in her eyes, before looking up and saying, "I… would like that. And unless Discord is involved, I could never stay mad at anypony."

Sonic glanced down at his left hand, noticing a violet light shining from the jewel on the Element of Magic. "Then I'd say you've never deserved this crown thingy more than you do now," he said, raising his hand and placing the crown on her head.

Rarity asked, hopefully, "So does that mean…?"

Twilight replied, "I might have been mad initially, but I never held anything against you girls. So if you don't hold anything against me and can still call me your friend…" She trailed off, but it was clear what she was getting at. The other five Elements swarmed around her and Sonic, hugging and laughing like when Twilight refused to go to the Grand Galloping Gala without all of her friends or when they realized they had been BFFs since Rainbow's first Sonic Rainboom, but it was still different. Again, they had proven their unshakable bond under the stress of having it broken by mistakes they had made and shown the healing power of friendship, proving once again that friendship IS magic.

Tails, Spike, Cadance, and Shining Armor smiled as they observed the scene in front of them. Up in the Time Eater, Cubot said, "Yo, I think one of those ponies did something to me! I feel funny for some reason!"

Orbot told him, "I believe your feels need an adjustment. As do mine."

Discord glared down at them, "Oh, would you two shut up?! This should not be possible! No pony, no, nothing I turn my magic on can resist me forever!"

Cubot asked, "Uh, Mac, ain't you supposed to be the Spirit that makes anything possible?"

Discord yelled at him, "Don't you sass me, you oversized paperweight!"

Eggman spoke, "Oh, will you stop acting like an overgrown child, Discord? I already know you have no appreciation for science!" He held his hand to his chin, "To be honest, I'm amazed. Even with magic, I was sure they wouldn't be able to hold their friendship together after they were all faced with their past mistakes, yet here they are, as close as ever. Science advances by being able to be proven wrong, and I was certainly wrong here. They're still together." He then lowered his hand and grinned widely, "And you know what they say: the more, the merrier!" He pressed a button on the console of his Eggmobile and a portal opened up next to the Time Eater, its left hand lifting up and going through it.

The group hug came to an end, everyone separating and smiling at each other. After a moment, Sonic said, "Come on, girls. We've got an Eggman to scramble and Discord to put in order." A few ponies giggled at his joke.

Twilight nodded and faced forward, Sonic and her friends doing the same. "You tried to break us up, Discord and Dr. Eggman, but it didn't work. We're still going to fight for our friendship, and we're going to fight you two!" The others nodded in agreement with her words.

Eggman called, "And I would be happy to do so, but it seems it took you a little too long to get to this point, so I'm afraid you're a little too late! Lights out, kids!" Everyone raised an eyebrow at that, not knowing what he was talking about or noticing the portal he had opened earlier opening up above and behind them. As the Time Eater's arm came through it, though, they heard the sound of the portal pulsing. They turned and looked up to see the hand coming down at them…

SLAM!

"NO!" Cadance and Spike screamed as the hand slammed down on top of the group, a purple shockwave spreading out from it when it came into contact with the ground, while Shining and Tails stared in horror and fear, respectively. The hand lifted off them, the arm going back to the Time Eater and revealing the group underneath. Sonic was lying on his front, his head turned towards Twilight, and Pinkie was on her back with her head turned to the right. Everypony else had been smashed onto their sides.

"I say! What a frightful show of force!" Orbot commented.

"Ooh, that's gotta hurt!" Cubot agreed.

"Ah, that was deliciously deceptive, Doctor!" Discord grinned.

Cadance looked up at Eggman and screamed, "YOU MONSTER! HOW COULD YOU?!"

Eggman answered, "Oh, spare me trying to make your voice sound loud, Cadance. You've got a long ways to go before you get the Royal Canterlot Voice or whatever down. Besides, that was just to soften them up. Now they'll meet their makers." He snapped his fingers and the shield that had been holding Spike, Shining, Tails, and Cadance back went down, starting from the top and going down just like Twilight and Shining's force field spells.

As soon as it had gone down past them, Shining and Cadance immediately ran towards the group. As if predicting this action, the Time Eater sent its lower right arm out and grabbed the couple in its right hand, Tails having grabbed Spike just as he was starting to run so he wouldn't get smashed by it. "Stay away, unless you two want to go first! I have a Time Eater and I'm not afraid to use it!" Eggman said.

"YOU CAN'T DO THIS TO THEM!" Cadance shrieked.

"Oh? And what are you going to do about it, dear Cadance? Your aunts had no effect on the Time Eater; what makes you think YOU can do any better?" Discord mocked.

"Come on, you don't need to do this! You've already made sure they can't take you on right now! That's enough, isn't it? Just let them go!" Shining shouted.

Eggman held a hand to his chin, "Hmm… Well, I suppose I can be a good egg sometimes…" He looked up after a moment, "I'll tell you what. If any of you have any last words you want to say, I'll let you say them."

Cadance cried, "What?! You can't…! That's…!"

Eggman growled, "You're wasting my time and my patience. Either speak now or forever hold your peace!"

Shining gritted his teeth as he glared up at Eggman. This human… what gave him the right to do anything he had done? Why did this creature obey him without question? How could he do this to Twilight and her friends and then plan to completely change all of Equestria and Sonic's world? At that last thought, his expression turned sorrowful as he turned his head to look at his sister and her friends. They were right there, at least ten feet away… and he couldn't do anything to help them.

"Do you know how it feels to see someone who means more to you than anything lying there in front of you hurt… and you can do nothing but watch them die?"

As Shadow's words echoed in his head, Shining felt tears come to his eyes. The situation was hopeless. If Celestia and Luna couldn't harm the Time Eater, what chance did he have? The best he could do was cast his spell around them, but the Time Eater would eventually break through it with its other hands, and he couldn't keep casting it forever. He wasn't even entirely sure his sister and her friends were still alive. He couldn't see any movement; was it too late already?

"I think you'll find that the things we say that we end up regretting the most are the things we say in our anger… because they're often the last things we ever say to someone."

The tears began to fall as Shining remembered that. With all the craziness of dealing with the Changeling Invasion and the preparations for the real wedding, he'd never really found time to talk to Twilight about his behavior at the wedding rehearsal, despite asking her to be his Best Mare again. And after that, it completely slipped his mind, especially when King Sombra had been looking to take control of the Crystal Empire again. And now it looked like he would never get the chance to say anything…

Pressing his hooves down on top of the Time Eater's hand, Shining tried to push himself out of its grip. Finding it to be holding him to hard, he looked towards his sister and cried, "Twilight, I'm sorry about what I said to you! I said such awful things to you because I was hurting! I should have known you wouldn't have accused your old foalsitter without a good reason! I'm sorry I hurt you worse than any of the bullies you asked me for help with at school!"

Cadance whimpered, "Twilight… You can't be gone yet… Please, get up!"

Shining desperately said, "Please don't give up! I believe in you!"

A familiar voice called, "That's right, buddies!" The voice was so sudden and unexpected that the Time Eater released Shining and Cadance, both of them backing up and stopping next to Tails and Spike, the four of them and Eggman and Discord looking around for the source of the voice.

Another familiar voice, this one female, exclaimed, "We know you can do it!" Tails, Shining, Cadance, and Spike looked up and off to the right, up at a piece of stone that was floating in the air. Standing on top of it was Amy, Big, and Knuckles!

"Come on, you guys, smack them!" Knuckles called while thumping his fists together.

Eggman turned and glared at them, "Grr! Not you!"

A flash of green appeared above another floating stone, from which Shadow appeared with his arms crossed. "You've got this, Sonic!" he hissed.

Rouge flew up and landed beside him, standing up straight and saying, "You can win, ladies!"

Omega jumped up and landed behind them, observing the scene below. "PROBABILITY OF TEAM FRIENDSHIP'S VICTORY IS… 0.6," he monotonously said.

Discord stared in disbelief before demanding, "How did they get here? How did they find out about what's going on?!"

Eggman glared down at him, "Who cares? They're insignificant!"

One by one, more familiar faces began to show up, all throwing words of encouragement to the group, showing their belief in them.

"Come on, get up and put these lame-os in their place!"

"Tri- I am in your corner!"

"Stop lyin' down, young'uns!"

"C'mon, y'all, show 'em that Apple Family spirit!"

"You've got the power, team!"

"Focus your spirits as one!"

"We're with you guys!"

"CUTIE MARK CRUSADER CHEERLEADERS! HEROES, YAY!"

"You may fall, you may falter, but we'll be with you; that will not alter!"

"Yeah, butter their muffins!"

"I believe in you all!"

"Don't give in, everyone!"

"I know you guys can do this… together!"

"C'mon now, y'all! You can do this! Ah know you can!"

"The land's will is in your favor, not theirs!"

"Ponyville and all who it houses are behind you 110%!"

"Come on, Sonic! You're not gonna let an egg and a mismatched freak beat you, are you?"

"Get up, everyone! Show them whose boss!"

"You've got what it takes! All of you!"

"Come on, mates! Your captain's rooting for you!"

"Rainbow Dash! We believe in you and your friends!"

"Yeah, crack that Eggman wide open and make him feel it!"

As Princess Celestia landed behind him and Cadance and Princess Luna landed behind Tails and Shining Armor, Spike called, "You guys can figure out a way to win!"

Tails nodded, "You always do!"

Discord groaned, "Oh, GAG! What a sickeningly sweet and disgusting display! Can we just…" He stopped short as he noticed a glow similar to the earlier flashes beginning to come from Sonic and the Element Bearers' bodies. "What's this? Are they somehow using the Elements of Harmony?" Discord wondered.

"That's not just the Elements of Harmony! That light's coming from the Chaos Emeralds too!" Eggman said.

Omega spoke, "INITIAL PROBABILITY HAS… DOUBLED!" As he said this, the Chaos Emeralds floated out and formed a circle around the group, beginning to slowly rotate in a circle.

Discord smirked, "What, that's all? No problem, then!" He held up his eagle talon, a yellow aura surrounding it that soon surrounded the Chaos Emeralds that caused them to stop spinning. The draconequus closed his eyes, sure they were going to be dragged to him like the Elements of Harmony were the last time he was free, but his eyes reopened when he felt something else. Looking down, he saw that the Chaos Emeralds were beginning to glow brighter. "Hmm? What are they doing?" he asked.

Down on the ground, Chip's bracelet, which was still on Sonic's left wrist, began to glow green, the same color green as the shield Chip created around Sonic as he sent him back to the planet's surface. The same green appeared underneath the Chaos Emeralds' glow as a voice whispered, as if in everybody's heads, "Sonic…" With that, the green and the Chaos Emeralds' glow suddenly overpowered Discord's magic, dissipating his yellow aura completely!

"What?!" Discord shouted.

Eggman growled, "It's a little late for that, Discord! The Chaos Emeralds have been listening, you know! And after all the friendship they've been hearing, they're not going to listen to you anymore!"

The Chaos Emeralds began to rotate in a circle again. After a few seconds, they lifted Sonic and the Element Bearers off the ground, all of them turned in the Time Eater's direction and floating on their stomachs. Sonic's right hand began to twitch and then closed into a fist a second later as he opened his eyes. As Twilight and her friends regained consciousness and looked around in confusion, he said, "Come on, ladies! We got Chaos, we got Harmony! Let's show these clowns the real power of Friendship!" The ponies looked at him and nodded with determined expressions. As they all puffed out their chests, a beam of yellow light seemingly shot up out of the ground, engulfing them and the Chaos Emeralds and forcing everyone else to look away. When the light had cleared and everyone looked again, everyone except Sonic's friends and Dr. Eggman was surprised (at least) by what they saw.

While Sonic had changed to his usual gold/yellow, red-eyed Super Sonic form with his quills pointing upwards, the Element Bearers had had the Chaos Emeralds' power channeled into their trinkets and then into them, their power changing them as they had changed Sonic.

Fluttershy's yellow coat had become completely white, the butterflies that were her cutie mark having become a dark blue with aqua antennae and her eyes a slightly lighter shade of blue. Her mane and tail, while still pink, had flattened out, making them look almost similar to Princess Celestia and Princess Luna's, though without the ethereal look and flowing. The biggest change, though, was her wings. They no longer looked like regular pegasus wings; instead, they looked like large bird wings, much bigger and longer than her normal wings.

Applejack's coat had changed from orange to a dark brown, her cutie mark now changed from red apples to green apples. While the front of her mane looked like it always did, the hair in her ponytail had become spiky, as had the hair in her tail. Her eyes were now light blue and she still had her hat perched atop her head.

While her mane and tail were still pink, Pinkie Pie's pink coat had changed to a deep red, her cutie mark now two yellow balloons with one blue balloon in the middle. Her mane and tail were still wild, though they had flattened out in places. Her eyes were now a bright green and part of her party cannon stuck out of her tail, the rest of it somehow contained within her tail.

Rarity's white coat had become a dark blue, similar to the now-blue butterflies on Fluttershy's flank, and her eyes were a deep purple, though her eyeliner was still light blue. The three diamonds that served as her cutie mark had changed from light blue to red, and her horn was slightly longer than normal. Her mane and tail had lost most of their natural curl, though they still had a slight curl in the middle and curled up at the ends.

Like Fluttershy, Rainbow Dash's coat had changed from cyan to white, though she still retained her normal pegasus wings. Her mane and tail, however, were spiky and stuck up, similar to Super Sonic's quills and her mane appeared to be on fire. In addition, the cloud on her cutie mark had changed from white to a black storm cloud and her eyes were now a deep red, similar to Super Sonic's.

Twilight's coat had gone from lavender to a gold-brown color, her eyes now a deep blue and, like Rarity, her horn was slightly longer. Her mane and tail had also gotten longer, now looking similar to Princess Celestia and Princess Luna's, even flowing like there was wind blowing through them, though they didn't sparkle like theirs. The six-pronged star in the middle of her cutie mark was now white and the smaller star underneath it and the five smaller stars surrounding them were now red. She also had what appeared to be magic wings, as the 'wings' on her back were the same magenta color as her magic aura, though her horn was not glowing, and they were composed of similarly colored diamond shapes on the inside.

As Twilight and her friends began to adjust to their new appearances and power, Discord stared in disbelief at what they had become. "Oh my chaos… The Chaos Emeralds did this to them?" he breathed.

Orbot looked up at Eggman and said, "Well, it's been nice working with you, Boss."

Eggman growled, "Grr…!" Slamming his right fist down on his Eggmobile's console, he opened up a portal behind the Time Eater as he said, "Fall back!" In response, the Time Eater floated backwards, vanishing through the portal. Without a word, Sonic and the Super-powered Element Bearers flew up and looped around before flying in formation towards the portal, Sonic leading the team as they went through.

As she and the others watched as the portal's surface began to change to look like a reflective surface, Celestia thought to herself, "You were right about me, Dr. Eggman. I'm not quite the same as I was a thousand years ago, and I do rely on Twilight and her friends a lot. But I am not as out of touch with her as you made me think, and I am good at rallying my ponies. That's why Luna and I rallied up the family and close friends of Twilight and her friends, to remind them how much they've learned and that their friendship is not false. It is real, and like Sonic told me, the Chaos Emeralds have responded to it." She narrowed her eyes,"Now that friendship will be your and Discord's undoing."

---

Hoo, boy. This is a huge chapter with a LOT going on in it. No doubt this is going to be a bit of a lengthy explanation.

Let's see... first things first: Discord. As you can probably guess, based on this chapter, this story officially takes place prior to the events of "Keep Calm and Flutter On". I will reserve my judgement for how reformed Discord acts until season four comes around. As for this story, as you can now tell, Discord was posing as Nightmare Moon, the Shadowbolts, and Mephiles the Dark this entire time. In case you're wondering, Discord's presence in this story HAS been hinted at in prior chapters. Now that the cat's out of the bag, for anyone who wants to know just where this was hinted and wants to double-check it, here are the clue locations:

*The first place Discord was hinted at was during the Nightmare Moon battle. NMM's bent horn and muttering about Twilight spouting her bravado were minor clues, but the real clue here was when she said she wasn't going to ignore the ponies during the battle. If there's one thing that Nightmare Moon did that neither Discord nor Chrysalis did, it's that she paid attention to her enemies the whole time. Sure, Discord and Chrysalis did too, but once they thought their victory was assured, they immediately stopped paying attention to them and were blind when things started falling apart for them (seriously, is Discord colorblind or something?). Nightmare Moon, however, did not do this; even when she thought she destroyed the Elements of Harmony, she didn't shrug off what Twilight was saying. She just didn't think there was any way they could get the sixth Element. The point is, she paid attention the whole time; she never ignored the Main Six, and even Applejack noticed the discrepancy in what Nightmare Moon was saying.

*The next clue was the Shadowbolts themselves. Discord was posing as each of them, but he did not make perfect transformations; each one had one of his physical traits. The two male Shadowbolts had a full pair of Discord's mismatched wings while the leader had the sharp tooth that sticks out of Discord's mouth. When the group escapes back to Lost World, I mentioned that the leader's voice changed drastically; what I didn't mention was that it started to sound like a male's voice because that would give Discord away. However, (s)he did say "Oh, for goodness sake!"; what other villain in "MLP: FiM" has said that besides Discord?

*As revealed in this chapter, Discord was spying on the group as they were going through Frog Forest and Lost Jungle. When the group met up at the end, after Fluttershy used 'The Stare' on the giant alligator, Sonic noticed a white tuft poking up above some bushes. What he saw was the fluffy end of Discord's tail (which, interestingly enough, ended up affecting those beavers in "Keep Calm and Flutter On"). That's also why it disappeared so quickly before he could reach the bushes.

*As mentioned above, Mephiles the Dark was the last of Discord's disguises. He used this form to get close to Silver and brainwash him, Discording him. When the group first saw Silver, Sonic and Tails noticed something was off about him. This was noted because he was partly Discorded; he wasn't completely gray yet, but still gray enough to be noticed. When Sonic and Silver did the double Chaos Control, it had the same effect as Twilight's memory spell and undid the Discording. That's why it was noted that he seemed to look more like himself afterwards. Braeburn and Little Strongheart's mention of Mephiles' shadow was the giveaway here. Something that looked mismatched and straight out of a storybook... get it?

*Also revealed in this chapter is that Discord helped Eggman build the device that took control of Trixie's mind. That's why Tails said it didn't make sense that it was a mind control device; after all, why should Discord make sense?

*What Pinkie was going to say at the end of Sweet Mountain, before Sonic cut her off, was "There really are cotton candy clouds here!" If you recall, at the beginning of the level, Sonic mentioned there are no cotton candy clouds in Sweet Mountain, unlike in "Sugar Rush". Eggman hints that Discord forgot to take that cotton candy cloud with him when he left; it's the same cloud he pulled out from under the Eggmobile. What was he doing there? Heck, it's a world full of sweets and candies; why would someone like him need a reason to be there?

So... there you go.

The other issue I need to address is this story's sub-plot, AKA, that whole thing with Twilight this chapter. If you recall, during Frog Forest, Twilight had that worrying moment that was mentioned in Chun-Nan. That was also the thing Twilight was trying to talk to the others about during Sweet Mountain. This might just be me, but this is a part of the story I think some people will find controversial, and it comes almost entirely from the episodes "Lesson Zero", "It's About Time", and "A Canterlot Wedding", with some other episodes as well.

I'm sure we all remember those episodes: Twilight gets worried about something, has a bit of a breakdown, and everything turns out okay in the end. It's all well and good, right? Well, almost. If there's one thing that stuck out to me about these episodes in general, it's that nobody ever really talked to Twilight when all was said and done. Nobody was shown saying anything to her after Princess Celestia left, Pinkie Pie was being Pinkie Pie, and Applejack's attempt at an apology, while nice considering she was the one who suggested they go check on the fake Cadance in the first part, didn't exactly cut it for me. Except for the two instances that Pinkie Pie mentioned in this chapter, no one's ever really talked to Twilight, which I find odd because, five out of six times (Twilight obviously wasn't in "Putting Your Hoof Down", and I don't consider her interactions with Fluttershy in "Hurricane Fluttershy" to be significant), Twilight is there to talk with her friends. And, heck, everyone else gets talked to. The other ponies in the Main Six, the Cutie Mark Crusaders, Spike... heck, Spike got a break from Angel in "Just for Sidekicks"! These characters are all shown getting some kind of talk or forgiveness ON SCREEN, yet with Twilight, we're left to speculate whether or not anyone actually did.

Now I'm sure you're wondering, do I believe they never did? Of course not. In my headcanon, the other ponies and Spike probably did talk to her after the events of those episodes. Why didn't they show it during those episodes, though? Well, I think they suffered from time constraints. You know, they have almost half an hour to tell a story and wrap it up unless it's a two-parter; they may not be able to cover everything in that amount of time. With the exception of "Lesson Zero", I think they didn't have enough time to squeeze such a scene into these episodes. Therefore, we're left to assume everything's okay since Twilight's friends came through for her... at the last minute (Pinkie and Spike started getting worried before the Sun came up in "It's About Time").

But show time constraints aside, why didn't they show some form of the friends getting together or something? Well, to quote one of my Biology professors, "stuff happens" (okay, the word he used was a little more profane, but you know...). With everything that was going on at the time in those episodes, the thought of talking to Twilight probably slipped out. You know, they were worried Celestia was going to take her back to Canterlot forever for not having a report on time and wanted to keep her happy afterwards, there was the whole rush of searching through the Star Swirl the Bearded Wing for the scroll Twilight wanted and then her traveling back in time and suddenly reappearing, and of course preparing for Shining and Cadance's real wedding. They could have meant to do it right away, but other things came up. And by the time they were done, the thought was already gone.

As I said before, I do think they talked to Twilight after the events of these episodes, as in off screen, and I've found several fanfics that do this sort of thing or mention something happening like "A Former Esoteric Passion", "Like An Unexpected Song", "Canterlot Consequences", and "Miles to Go". These are all well-done stories that address issues that weren't properly covered on screen, and I think the writers did a great job addressing the issue. But disregarding that and my headcanon, let's ask ourselves:

What if they didn't? What if what we saw on screen was it? How do you think Twilight would feel or react? Is it a stretch to say that she might think her friends didn't think of her as a friend because she made mistakes and they never talked about them with her? Is it too much to think that she felt she had to work harder as a friend or else she would lose them as friends? I don't think so.

Nobody's perfect. No matter what they do, I don't hold anything against Spike, the Main Six, the Cutie Mark Crusaders, or anypony else on the show. They're all great characters and I like that they're not always perfect. But I still feel that, if Celestia, Shining, Spike, and/or Twilight's friends never talked to her, it's an issue that needs to be addressed, and some of the things that happened during season three made me wonder if Twilight's friends ever did talk to her. Up until about "Keep Calm and Flutter On", when I looked at some things a certain way, it felt like Twilight was still clinging to the mistakes she made during season two.

Not everything Eggman and Discord say represents what I think. While some of it does, a lot of what they say is part of their efforts to break Twilight and her friends up. Everything the girls say to each other is things I realized and/or otherwise saw other authors address and couldn't find any other way to word it because it's as true as it can be.

I'm not quite sure I said everything I'm thinking of above, but that just about sums up my reasons for including the Twilight sub-plot in this story. And just for the record, I HAVE read "Post Nuptials". However, it did not influence this chapter much. While it is indeed a very well-written story and realistic, I also feel it's a bit... heavy.

One last thing: I am NOT presenting Sonic as a seventh Element of Harmony. If anything, he's more like backup for them, which you'll see more of in the next chapter. He is not a true Element of Harmony, just so we're clear.

Now, onto the chapter notes.

Wanna know what happened on the way to Canterlot? Well, once this story is over, I might write about what happened.

The doors that seal off the tower where the Elements of Harmony are stored was partly based on the Thousand-Year Door from "Paper Mario: The Thousand-Year Door".

As mentioned, the pedestals for the Chaos Emeralds and Elements of Harmony look similar to the pedestals in the Gaia Temples in "Sonic Unleashed".

The box that held the Elements of Harmony being beaten up is a reference to the fact that, in "Keep Calm and Flutter On", the Elements were transported to Ponyville in a different box.

Can't have a fanfic featuring Discord without some "Star Trek" references, can we?

Originally, the scene where Nightmare Moon transforms into Discord was a bit more graphic. Specifically, there was going to be blood and a lot more sounds.

Discord's mention of the Forest of Leota is a reference to the "MLP: FiM" comic series. The second issue includes a map of Equestria. To the west of the Forest of Leota is a spot labeled "Site of the Battle of Discord".

The screen that the Time Eater creates is based off the monitors that show how to do the combo moves in "Sonic 4: Episode II" and the monitor Eggman uses to reactivate Metal Sonic at the beginning of "Episode Metal".

When Discord calls Eggman "Robbie", he's referencing the line Classic Eggman said in the game about nobody calling him Robotnik anymore. It's also a reference to the Archie "Sonic X" comics. In Issue #20, Eggman posed as a mechanic named Robbie Nick in order to trick Sam Speed into his latest plot to defeat Sonic.

When Sonic and Tails team up to attack the Time Eater, their combined attack is the same attack Sonic and Knuckles do in the Sonic X episode "Map of Mayhem".

Eggman's controller is a reference to his Sega Dreamcast in "Sonic Unleashed".

Sonic mentioning that Discord using magic to take his speed away is a reference to the "SatAM" episode "Super Sonic", where a wizard DOES take Sonic's speed away with magic until he gets his computer of spells back from Robotnik.

The table that Discord creates to hold Rainbow Dash down is a reference to "Cupcakes".

Applejack calling the tree sap "mega muck" is a reference to the same gunk from the early Archie comics and the "SatAM" cartoon series.

When Discord says brown would work for Sonic when his fur is sticking straight up, it's an allusion to how Sonic looked in "Sonic the Comic" before he met Dr. Kintobor, got his Power Sneakers, and broke the speed of sound for the first time. That incident fused his quills together and turned him blue; before that, he was really spiky and brown.

Tails' thoughts about a beam creating a copy of Sonic is a reference to "Sonic Championship/the Fighters", where, when both players are the same character, Robotnik/Eggman shows up at the start and uses a beam/ray that, except for Honey the Cat, creates a completely gray copy of the character.

After Team Dark has said their piece and before Spike and Tails finish up, this is the order everybody speaks in:

Gilda

Trixie

Granny Smith (Big Macintosh carried her)

Big Macintosh

Vector

Espio

Charmy

Cutie Mark Crusaders

Zecora

Derpy

Cream

Blaze

Silver

Braeburn

Little Strongheart

Mayor Mare

Jet

Wave

Storm

Marine

Spitfire

Soarin

Yes, that was Chip speaking in everyone's heads.

I would like to thank Super-Rainbow-Dash for giving me permission to use the Super designs for the Main Six that he and GeoNine worked on (which I hope is still good, since he gave me permission some time ago). They are completely their designs, and the links to them are found below:

Twilight Sparkle - geonine. deviantart. com art/Super-Twilight-Sparkle-Ultimate-Magic-32257811 5?q=gallery%3Ageonine%2F38643359&qo=0

Rainbow Dash - geonine. deviantart. com art/Super-Rainbow-Dash-Flame-of-Loyalty-287934045? q=gallery%3Ageonine%2F38643359&qo=5

Applejack - geonine. deviantart. com art/Super-Applejack-Guardian-of-Honesty-320754834? q=gallery%3Ageonine%2F38643359&qo=2

Rarity - geonine. deviantart. com art/Super-Rarity-Bearer-of-Generosity-321608398?q=gallery%3Ageonine%2F38643359&qo=1

Fluttershy - geonine. deviantart. com art/Super-Fluttershy-Wings-of-Kindness-319196146?q =gallery%3AGeoNine%20randomize%3A1&qo=5

Pinkie Pie - geonine. deviantart. com art/Super-Pinkie-Pie-Unbridled-Laughter-319778819? q=gallery%3AGeoNine%20randomize%3A1&qo=4

I think that's it. Kind of need to be somewhere, so I'll look this over later and see if there's anything I forgot. Have a happy Easter, everybody!

Music:

Arrival at Canterlot - www. youtube. com watch?v=VOn-XquUmwc

It's Quiet... - www. youtube. com watch?v=blbupicpA5Q

Here is the Map... - www. youtube. com watch?v=UQcpVIEKIPo

The First Location - www. youtube. com watch?v=tB-o0Pnj1Tk

Canterlot Tour - www. youtube. com watch?v=Ob5g2irAUdo

The Combination for the Tower Doors - www. youtube. com watch?v=krRNUVgl0dE

Regrouping - www. youtube. com watch?v=cg2MYCp7Sbc

Time for the Final Confrontation - www. youtube. com watch?v=iDvKwTJBmok

Eggman's... Allies? - www. youtube. com watch?v=0Rextsph_Jc

Eggman's Real Ally - www. youtube. com watch?v=V-CwvHNm20s

Eggman's Explanation - www. youtube. com watch?v=ChQFaunWxdA

The Time Eater - www. youtube. com watch?v=P6Eha4dHzLI

Charging the Elements of Harmony - www. youtube. com watch?v=XvSm4o7nJ0U

Failure - www. youtube. com watch?v=McMxHcCkYAc

Eggman vs. Celestia - www. youtube. com watch?v=MMVMReBZ6Cc

Ripping Out the Truth - www. youtube. com watch?v=ejoXeukuxA0

Discord's Fun - www. youtube. com watch?v=lNvYe1G8f-8

The Finishing Blow - www. youtube. com watch?v=AiAcAndKS0g

Last Chance - www. youtube. com watch?v=qAvQNB_8HZQ

Friendship is Magic - www. youtube. com watch?v=qmbgCBZ86z4

The Crushing Defeat - www. youtube. com watch?v=IlbJuf91fv0

Never Alone - www. youtube. com watch?v=pucnAvLsgyI

Chaos and Harmony, Unite! - www. youtube. com watch?v=ckBcVso58PI

Let the Final Battle Begin! - www. youtube. com watch?v=ld3JPWdt7JI