Rainbow Dash looked around as she growled, "Where'd those creeps go?" Sonic and the others, who were flying/floating next to her, Fluttershy and Twilight flapping their wings to remain in place like Rainbow, had no answer, all of them looking around. They were in the middle of what could only be described as a tube or tunnel floating in the air. The walls of the tube appeared to be made up of multiple thin lines running close together, the outside of the tube clearly visible to them. The area outside the tube was dark purple and magenta space, with clocks, hourglasses, and gears floating around, some gears and an occasional clock face going around the tube. Discord, Eggman, his henchbots, and the Time Eater were nowhere to be seen.

"Ah don't know, Rainbow. Followin' them through that portal left us disoriented for a moment… Did they get us ta follow them so they could slip away again?" Applejack wondered.

Rarity glanced over at her, "That sounds like something Discord would do, Applejack dear, but this Dr. Eggman…" She looked over at Sonic and asked, "Would Dr. Eggman do that, Sonic?"

The gold/yellow hedgehog replied, "Yeah, but not this late in the game. When Eggman's ready for a showdown, he doesn't run unless he's 'persuaded' to. This doesn't fit his style."

Suddenly, Tails' voice came from his quills, "Sonic, can you hear me?"

Sonic quickly reached back into his quills and pulled out his radio as the others looked at him. He turned it on and spoke, "Tails? I hear you, buddy. What is it?"

The fox answered, "Just checking in. This means it works!"

Fluttershy asked, "Um, what works, Tails?"

Spike answered this time, "When we were riding the train to Canterlot, during those more quiet moments, Tails asked me and Twilight to help with the radios. He wanted to modify the… transceivers or something?"

Tails spoke, "Even though we're separated by the portal, you should still be able to hear us!"

Luna's voice came through, "We shall help as well!"

Then Silver's voice, "Let's take the enemy out together!" A chorus of voices came up after he said that, everyone recognizing them.

Everyone smiled at the radar, knowing that, even far apart, their friends and family were still supporting them. "Everypony…" Twilight whispered.

Suddenly, Pinkie started shaking in place, Sonic and the others looking at her curiously as Applejack asked, "Pinkie, what's the matter?"

The red pony replied, "It's my Pinkie Sense! Something big is about to happen!"

A second after she said that, Twilight faced forward and shut her eyes as her magic channeled into her horn. "I can feel a massive buildup of energy… Something big is definitely going to happen!" she said after a moment. Everyone started looking around again at that.

Suddenly, Pinkie pointed off to the left side of the tube, "Ooh! Lookie over there! It's Appleloosa!" Everyone turned their heads to look where she was pointing.

On the outside of the tube, they could see the portal leading to Appleloosa floating by, the town still in color though it still had no sky. They could even see ponies walking around outside. "Huh. That's kinda weird. What's that doin'… Wait, what the hay's happenin'?!" She and the others watched in shock as the color on the image began to disappear, but that wasn't all. The whole town was starting to vanish!

Discord's laughter suddenly rang through the tube, breaking everybody out of their shock. Fluttershy looked a bit nervous when she heard it while everybody else took on a floating defensive stance. "Discord! Where are you?! Show yourself!" Rainbow yelled. The draconequus merely laughed again in response.

Everybody soon noticed something out of the corner of their eyes and looked at the left side of the tube again. A few more portals were floating past them along the side of the tube, all of them showing locations the group had visited. And just like Appleloosa, they weren't just losing their colors; they were being erased as well! "Oh my goodness…" Fluttershy murmured.

Sonic and Twilight turned to look at the right side of the tube, everypony else doing the same after a moment. More portals were floating by on that side, all of them either showing places from Equestria or Sonic's world, many of them visited either while getting their friends and Ponyville's colors back or on the train ride to Canterlot. "What's going on?" Twilight asked.

As the portals continued to float past, Sonic said, "They're not just losing their colors. They're being broken down into nothing…"

The portals suddenly began to gravitate further past the group. As they did, the group heard Eggman's voice, "Indeed." They all looked forward and saw the Time Eater emerge from a purple void up ahead, the coverings on its head still slid back, allowing them to see Eggman, Discord, Orbot, and Cubot. Eggman was standing up as he spoke, "No matter whether they were being used for our games or were simply affected by the Time Eater, they all still existed, occupying time and space. But now they're nothing more than food for the Time Eater…" the grin on his face got bigger, "along with anything living in those locations."

Sonic and the ponies stared at him in disgust and rage. Without warning, they all flew towards the Time Eater at high speed. As they flew, Rainbow yelled, "You're not getting away with this, Eggman! We're going to make you undo what you just did to your world and Equestria!"

Discord floated out of his Eggmobile, stopping just in front of the Time Eater as he smirked, "Eggy didn't 'just do it', Rainbow Dash. The Time Eater's been the only thing that's been keeping what's inside those portals stable all this time! We could've changed them into food for the Time Eater at any time had they, and some of the ponies we took from them, not been a part of the game! Can they all be returned to normal? Perhaps, but as you're going to find out," he spun around in midair and suddenly, with a burst of magic, became taller, shadowing the Time Eater behind him and knocking the group backwards due to his sudden growth just as they were about to reach it, "no matter what you do, that's not going to happen!"

While the group righted themselves and the Time Eater began to absorb the portals, Eggman sat down in his seat and spoke, "This isn't going to end the same way, Sonic. Before, you've always been there; you've always had some trick up your sleeve to stop me! That's why I took control of the Time Eater and tried to change the past itself, to erase you and undo my previous defeats!" As the Time Eater began to glow white, he glared, "But here you are – again. Trying to foil my plans – again. Getting in the way at the last possible moment – again! Not this time, Sonic!" The Time Eater absorbed the last of the portals, the white glow fading after a moment. The Time Eater was now sparking with electricity, it looked sturdier, and a ball of what looked like magma circled the creature on the outside of the tube. Eggman spoke, "This time, you and your kindergarten cohorts can't win!"

Shaking his head to get rid of the last bit of disorientation, Sonic looked in Eggman's direction and grunted, "Whatever you say, Eggman. That brings us up to, what, the millionth time or however many times you've said that now? And just like all those other times, the outcome's not going to be any different this time."

Discord grinned down at him, "And what makes you say that, Sonic?"

While the Main Six righted themselves, the hedgehog answered, "That Time Eater thing behind you? That's probably the newest thing we've seen all day, and it took you guys until now to use it. Everything else has been you guys throwing things against the wall to see what sticks. You've sent us to familiar locations that we hardly get separated for long in, you sent a bunch of baddies after us that have been stomped before, and you, chimera boy, haven't added a lot of new chaos to your arsenal. You can't really claim things are going to end differently when, this whole time, you guys have been doing nothing but rehashing!"

As she raised her hooves up, Applejack nodded, "Fer sure! Ya make a bunch o' crazy things happen and try ta get us with yer crazy magic and think it's gonna work the same way it did the first time? Try somethin' new, Discord!"

Eggman growled, "You all think you're so clever, don't you? Well, how do you like this: the Time Eater has finished absorbing everything you seven have ever known! Everyone you know has been erased, and you've all got nothing to go back to!"

The Element Bearers tensed up at that, but Sonic said, "You haven't gotten everyone yet, Eggman!" He held his radio up in his left hand, "We've still got everyone who made it here to give us backup! And speaking of which, we're still here! So don't start dancing just yet!"

Pinkie grinned, "You and Discord are taking your cupcakes out of the oven too early, Eggy! Don't you know you're supposed to count to four?"

Eggman retorted, "I'll be counting down to your doom in a minute, you annoying pink pony! You might be able to defy science at will, but it'll take more than your Pinkie Sense to survive this!"

Sonic said, "And that's why we're all here, so no one has to deal with you clowns alone! Friendship got us here; now friendship's going to make everything right again!"

Twilight nodded, "Exactly. It's like I said last time, Discord. Friendship isn't easy… but it's worth fighting for!" Both the draconequus and Dr. Eggman groaned in exasperation after she spoke her creed, Discord swinging his head back as he rolled his eyes.

Bringing his head down, he glared at the Bearer of Magic as he asked, "Is that so?" He looked back and exchanged a look with his glasses-wearing ally before they both grinned.

"Well, then… LET'S SEE YOU FIGHT FOR IT!" the villains challenged before a black portal opened up behind the Time Eater that it disappeared through and Discord snapped his fingers, instantly disappearing from sight.

"Oh, come on! This whole deal is gettin' old!" Applejack groaned.

Sonic looked forward with a determined expression, "Don't worry, Applejack. They're not running away. They're just waiting for us up ahead."

Fluttershy pointed a hoof forward, "We're not going after them… are we?"

Rainbow grinned, "Yes, we are! We'll take 'em together, just like we always do!"

Twilight grunted, "But Discord's separated from Dr. Eggman and the Time Eater… How are we going to fight them both without getting in each other's way?"

Sonic replied, "Easy! We split up, one team inside this tunnel and one on the outside, and we'll all take turns!"

Rarity said, "I get it. Somepony leads and goes on the offensive, the others stay back to conserve their energy and provide support!"

Sonic nodded, "Exactly!"

Twilight turned to Sonic and leaned her head down towards the radio still in his left hand, her horn glowing as she said, "Hang on. I'm going to establish a magic link with the radio so we can all stay in touch." After a minute, the link was established so everypony could hear the radio and the teams were decided on, Sonic, Rainbow Dash, Applejack, and Pinkie Pie staying inside the tunnel while Twilight teleported herself, Rarity, and Fluttershy outside of the tunnel.

Applejack nodded, "Ah think we're ready now, Sugar-hog!"

Sonic said, "Right. Then for the fate of both of our worlds…"

Rainbow nodded, "And for everypony else and our friendship…"

They all finished, "LET'S DO THIS!" With that, they all flew forward, Rainbow Dash, Twilight, and Fluttershy flapping their wings as they all flew towards the other end of the tunnel while they all stayed close together.

After a short time, both groups came to a stop as the black portal the Time Eater had disappeared through opened up not far from Sonic's group, the beast emerging from it and turning its head around before roaring at everyone. As it began to float slowly backwards, Eggman chuckled, "Ho, ho, ho! Still boldly going where no hedgehog or pony has gone before, I see!"

Sonic replied, "I'll chase you anywhere, any day, Eggman! You want to end this? We'll be happy to oblige!"

The Time Eater moved its arms in front of itself, as if going on the defensive as Eggman said, "Very well! No more games! Show me how strong the power of 'friendship' really is!"

Applejack floated forward, "If y'all don't mind, Ah'll get us kick-started!" Sonic nodded in agreement, as did Rainbow Dash and Pinkie Pie. The hedgehog floated back behind Applejack, him, Rainbow, and Pinkie flanking the earth pony as she held her forelegs back and flew towards the Time Eater while Twilight's group followed on the outside of the tunnel.

Eggman laughed, "Really? You're going to try and stop me? I'll make apple strudel out of you!"

Applejack rolled her eyes, "Honestly…" She then glared at him, "You're goin' down!"

Eggman grinned, "Ho, ho, ho!" Suddenly, the black portal the Time Eater used earlier opened up again, though it was much larger this time and it opened up outside of the tunnel. Applejack and the others came to a stop, wondering what Eggman, his henchbots, and Discord were doing. After a moment, pieces of land from the Green Hill Zone, bits of machinery from the Metropolis, large chunks of ice from Ice Cap, and other pieces from the locations the group had gone through began to fill the area outside the tunnel, all of them drifting and floating around the Center of Time.

"Take a look!" Eggman said, grabbing everyone's attention. Suddenly, yellow drill-shaped projectiles shot out from behind the Time Eater, some flying up over it and some flying underneath it, but they all began to aim for Applejack!

"Them drill thingies are headin' right for you!" Braeburn called over the radio.

"Watch it, Applejack!" Knuckles said.

Floating back slightly, Applejack looked down at her spiky tail before looking back up and adjusting her hat as she grunted, "Let's see just what these Chaos Emeralds can do." She glanced behind her and said, "Sonic, Rainbow, gimme the hardest push ya can!"

While Applejack began to spin her tail around like a lasso, Rainbow and Sonic floated backwards for a second, the former saying, "You got it, AJ!" They then shot forward, Rainbow's wings flapping even faster than normal as she flew above Sonic, both of them going roughly the same speed. As they approached Applejack, Sonic and Rainbow thrust out their hands and hooves, respectively, both of them using their momentum to push the earth pony towards the Time Eater.

As she sailed forward, Applejack turned to her side, her tail spinning like a pinwheel in a heavy wind as she got closer to the Time Eater's projectiles. After a moment, her tail struck the first shot above her, sounding like a whip as it hit and knocked it off course, her tail still spinning as it quickly smacked the one underneath it off course as well. As she kept going forward, any of the shots that she didn't avoid (mostly the ones that came from up above or below) were smacked off course by her whip-like tail.

As she came to a stop a short distance in front of the Time Eater and Sonic, Rainbow, and Pinkie avoided the remaining shots, her tail stopped spinning as Apple Bloom cheered, "Way ta go, Applejack!"

Granny Smith called, "Stay focused, Applejack!"

Facing forward, Applejack held up her hooves as she glared up at the Time Eater. Suddenly, a portal opened up to its right and it reached both right hands through it. When they came back through, Applejack's eyes widened as she saw it was holding part of one of the Green Hill Zone's hills. As the Time Eater moved it in front of its face, Eggman taunted, "Can you avoid this, Applejack?!"

Applejack looked down at her front hooves while the Time Eater grasped the hill in all of its hands. Thumping her hooves together, she immediately felt a force emanate from them. Looking back up at the Time Eater and seeing it beginning to raise the hill up with its upper set of hands, Applejack looked behind her and called, "Pinkie!"

As soon as the word left her mouth, the pink pony suddenly appeared next to her! "Yes?" she asked while smiling.

"Ya remember that plan you kept talkin' about? The one with yer party cannon and, uh…" Applejack trailed off.

Pinkie smiled even wider as she replied, "Ooh, yeah! The one where we shoot you out of the cannon and have Spike catch with you a butterfly net before you hit a hornet's nest and get stung by a thousand angry hornets! But Spikey isn't here, Applejack! He can't save you, and why would you need saving when you're all brown and super powered and your mane is all spiky and…"

Noticing the Time Eater bringing the hill in its hands back over its head, getting ready to either swing or throw it, Applejack growled and cut Pinkie off, "Just get yer cannon out!" Ignoring the fact that she'd been interrupted, Pinkie reached into her tail and pulled the cannon out, holding it in front of her in her hooves. Applejack quickly floated over to it and slipped inside of it until only her head, part of her neck, and part of her forelegs stuck out. "All right, you know what ta do, Pinkie!" she said.

The pink pony grinned and reached into her mane, pulling out a familiar mustache. "Can I wear the mustache this time?" she eagerly asked as the Time Eater began to swing its arms forward, letting go of the hill.

Resisting the urge to groan, Applejack hurriedly said, "Sure, whatever! Just fire!" Pinkie quickly put the mustache on and pressed down on the fuse/button, firing Applejack directly up at the hill! "Good thing she didn't check that shot," the hat-wearing earth pony thought to herself as, halfway up to the hill, she swung herself around so her hind hooves pointed at the hill. Everyone watched as she got closer to the hill…

As soon as her hind hooves hit the hill, it not only stopped in midair, but it began to shake as though an earthquake was rumbling through it, cracks beginning to spread across it from Applejack's point of impact and the sound of cracking filling the air. As soon as the cracking stopped, Applejack brought both her forelegs forward and thrust her hooves at the hill, smashing it into multiple pieces!

"Not bad!" Eggman said, seeming surprised at the earth pony's strengths. He then grinned, "But not good either!" As the pieces floated away from her and she could see the Time Eater clearly, Applejack was suddenly grabbed by the creature's upper right hand! Bringing its hand in front of it, it wrapped its other hands around it, essentially trapping Applejack. "Get out of that if you can!" Eggman taunted.

Glancing down at the hand wrapped around most of her body, Applejack grinned, "No problem!" Focusing some of her energy into her hooves, she placed them on top of the large thumb and fingers and began to push; with the extra energy she was using, it took her seconds to force the Time Eater's fist open. Directing some energy into her back hooves as well, she thrust all of her legs out and pushed the hands away from her, though they pushed back against her hooves, trying to close in on her again. It was taking all of her strength to hold them at bay.

"Hang in there, Applejack! We're coming!" Sonic called as he and Rainbow Dash flew towards the Time Eater, Pinkie seemingly teleporting herself to Applejack's position and starting to help her with the Time Eater's upper left arm. As they got closer, Sonic curled into a ball and Rainbow held her right foreleg back, Sonic striking the lower right arm and Rainbow punching the lower left arm, knocking those arms away. This gave Applejack the chance she needed, taking her right hoof off of the Time Eater's left hand and quickly moving out of the way as she kicked the right hand away, Pinkie knocking the left hand back by calling out her party cannon again.

A moment later, Twilight contacted Applejack, "Applejack! I just finished running a scanning spell on the Time Eater! It looks like that orb underneath it is its core!" Applejack looked down; sure enough, underneath the beast was a pink orb she hadn't noticed before.

She grinned, "Well, all right, then! Ah'm on it!" She flew down as the Time Eater was beginning to recover and, as she floated in front of the orb, brought her front hooves close together at her side, forming a "C" shape with them. She began to focus energy between them, an orange apple made up of energy forming between her hooves and her necklace glowing as she focused more energy out of her hooves. Once she had gathered enough energy, she launched the orange apple towards the Time Eater's core, the apple bursting upon contact, spreading its energy across the orb's surface. Moving quickly, Applejack swung around and bucked the orb with all her might, pushing the Time Eater backwards and cracking the orb a bit!

"Yeah, that's how you do it!" Babs cheered.

"Nice goin', AJ!" Big Macintosh said.

Applejack swung back around and pumped her hoof as she grinned, "Yee-haw! That's how we do it down on the farm, Eggman!"

Eggman, Orbot, and Cubot managed to get the Time Eater righted a moment later. Eggman then looked down at Applejack and smirked, "Go ahead and shoot off your smart mouth, you country hick! It'll take more than honesty to help your friends fight Discord!" He then pressed a button on his control panel and the Time Eater quickly vanished through a portal!

Applejack's face fell, "Aw, hayseeds!" She looked towards Twilight's group and called, over the magical connection, "Girls, look out for Discord!"

As they hovered outside the tunnel, Twilight, Rarity, and Fluttershy looked around, Twilight on Fluttershy's left and Rarity on her right as they all looked around, searching for the draconequus amongst the time debris. "Where is he?" Twilight muttered.

"Come out, you ruffian! We know you're out here!" Rarity called.

"Oh, you would be both correct and wrong on that, Rarity! I am out here… but I could also be in there! Or perhaps I'm not even close by at all! For all you know, I could be right behind you!" Discord chuckled. "But if you really must know," with a strange pop, the draconequus appeared a fair distance away from the group, floating amongst some ancient statues, broken highway bridge pieces, and other assorted previously seen bits that were now floating debris, "I'm right here!"

The three ponies turned to look at him, Fluttershy looking a bit nervous when she saw him. "All right, Discord, you got to have your fun with Dr. Eggman and cause more chaos, but it's time for your little 'games' to end!" Twilight yelled.

Discord looked at her with an amused expression on his face. He spoke, "I think not, Twilight Sparkle! After all, I can think of only one way to resolve this!"

Rarity asked, "Oh? And what way might that be?"

Discord held his eagle talon up, the palm flat and fingers pointing straight up. A second later, an appropriately-sized deck of cards appeared in his talon. "Why, with a game of cards, of course! How else?" he cheekily grinned.

Twilight, Fluttershy, Rarity, and everybody in the tunnel raised an eyebrow at that. Twilight asked, "Cards? That sounds… different."

Discord replied, "Well, that's where you would be wrong, Twilight Sparkle. If you thought my chocolate milk had quite a bang to it..." he smirked as he held his eagle talon up in front of him, placing his lion paw on top of the stack, "wait until you see the 'hoof' I dish out!" He started flicking the cards with his lion paw, sending them flying in the ponies' direction.

As the cards flew towards the trio, they suddenly burst into flames and started flying faster! Rarity, Fluttershy, and Twilight stared; the cards seemed to be homing in on them, and at their speed coupled with Discord's magic, it would likely be impossible to not get hit! Fluttershy gave a squeak of fear and extended her wings to their full length; as she covered her eyes with her hooves, she wrapped them around herself, Twilight, and Rarity, shielding them all. The wings were shining a brilliant white color as the cards struck them, all of them exploding upon contact.

As the smoke began to clear, Sonic's group looked on uneasily while Discord stared in curiosity. When the smoke cleared completely, they could all see Fluttershy's wings still wrapped around the trio defensively, the wings still shining white! "Whoa! Fluttershy's wings aren't even singed!" Rainbow exclaimed.

Sonic brought his radio up to his mouth and clicked it on, "Wow, Fluttershy, those are some tough wings you've got!"

Outside, the shy pegasus uncovered her eyes while softly asking, "Huh?" She looked around and saw Twilight and Rarity still next to her and her wings still wrapped around them. She relaxed them and they unfolded, going back behind her back and fluttering slightly. "Did I do that?" she wondered.

"You certainly did, darling! Your beautiful new wings protected us!" Rarity smiled.

"That must be why they're so big! You can use them like shields too!" Twilight said.

"Good job, Miss Fluttershy!" Cream cheered.

Discord spoke, drawing everyone's attention back to him, "Oh sure, go ahead and cheer! So what if Fluttershy can act as a pony shield? You're still all the way over there, and I'm all the way over here!"

Twilight grunted, "He's right." She looked at her shy friend, "Fluttershy, we need to get closer to him. I'm not asking you to block everything he throws at us, but do you think you can stay close to us so we're all together?"

The now-white pegasus thought for a moment before giving Twilight a determined look, "Actually, if it's all right with you, Twilight, I'd like a turn now."

Twilight and Rarity looked at her in surprise. "Are you sure?" Twilight asked. The shy pony nodded and began fluttering her wings, flying forward towards Discord.

The draconequus, of course, found this amusing. "Aw, so little Fluttershy's going to fight now? That's so cute!" He laughed and said, "This will be easy!"

Fluttershy's eyes widened at that, but she tried to put on a brave face. "I… I won't lose!" she said as she lifted her wings and then swung them downwards. As soon as they went down, she suddenly shot forward, a light pink aura surrounding her as she flew! Twilight and Rarity looked surprised and quickly flew to catch up to her, but as they did, they noticed she seemed to be slowing down and was having trouble maintaining her speed, flapping her wings hard to try to keep going. After a moment, though, her aura dissipated and she stopped in midair.

"Fluttershy, what's wrong?!" Twilight asked as she and Rarity flew up beside her.

"I… I don't know. I can't seem to fly like normal…" Fluttershy said worriedly.

"Aw, that's too bad, Fluttershy! You might have chaos on your side, but you're still as bad a flier as ever!" Discord mocked. As the ponies looked at him, he held up his eagle talon and snapped his fingers; a bunch of cotton candy clouds appeared above them in response, all of them rumbling. "I guess that means you girls will be the ones to feel the pain!" At his words, the clouds started raining chocolate milk and unleashed yellow lightning on the three mares.

With a squeak, Fluttershy held up her wings, the lightning striking on top of them but the electricity not discharging through them. The chocolate milk also simply flowed off of them like they were a flat surface. While Fluttershy defended her and Twilight, Rarity looked up at the pegasus' wings with a careful eye. "How strange… They look just fine to me! They're your wings, Fluttershy; why are they troubling you so?" she wondered.

Tails spoke up through the magic link to Sonic's radio, "I think I know, Rarity! It's not that there's anything wrong with Fluttershy's wings; they're just so much bigger now compared to before! They don't exactly look like an alicorn's wings, so maybe they work differently!"

Twilight looked at her pseudo wings, flicking them experimentally. They seemed to be about the size of regular pegasus wings, and they seemed to act like they were real as well. Looking back up at Fluttershy's wings, she asked, "If they don't work like that, how do they work?"

This time, Luna spoke, "Perhaps they are better suited for short bursts of speed? If her momentum from a burst of speed carries over, perhaps she can simply glide to continue advancing forward."

Rarity held a hoof to her chin, "Hmm… That may be it, Princess Luna!"

Twilight looked at Fluttershy, "What do you think, Fluttershy?"

The shy mare replied, "O-Okay, I'll try it. Thank you, Princess Luna!"

Discord called, "Yoo-hoo! Forgetting something?" The ponies faced forward again… and found a dragon's head (fake, by the look of it) floating in front of them!

Fluttershy gasped and covered her face with her hooves, raising her wings and shooting forward when she swung them down, flying straight through the head and breaking it to pieces. She was so shocked by the fake dragon's appearance that she kept her face covered with her hooves and awkwardly flapped her wings, once again losing speed. Because she wasn't looking where she was going, she ended up crashing into a large chunk of ice taken from the Ice Cap Zone. As she stuck to it, the ice began to crack and soon shattered into pieces, Fluttershy dazed and floating in the air, taking her hooves off of her face.

After Fluttershy shook her head, she opened her eyes to see a cotton candy cloud floating next to her. It soon rumbled and shot a yellow bolt of lightning at her, the bolt hitting her in the chest but not doing any damage to her, though it did push her away, the shy pegasus floating backwards due to the momentum from the bolt's push.

Twilight and Rarity flew up beside her and grabbed her to stop her. Twilight then used her magic to blast the cotton candy cloud apart before turning to Fluttershy, both her and Rarity comforting her. "Fluttershy, it's okay! The fake dragon is gone now; you took care of it!" the pseudo-alicorn said.

Rarity nodded, "You're doing fine, darling! You just need to find a new rhythm for your lovely new wings. And we'll be here to help you with that!" Fluttershy opened her eyes and looked up at them, nodding as she felt her confidence and new power begin to surge through her.

Discord called, "Oh girls~!" The three mares looked at him; he grinned, "It's time to have some fun!" He snapped his fingers on his lion's paw hand and suddenly, holes opened up around him and what appeared to be chocolate milk balls began shooting out of them towards the trio!

Fluttershy gasped, but then put on a determined face and said, "Twilight, Rarity, follow me!" She then flapped her wings, shooting forward again with Twilight and Rarity following behind her.

As she flew, Fluttershy discovered that she could use her wings to protect herself from Discord's chocolate milk balls, using them to protect herself when she was unable to dodge as long since she couldn't move much while gliding. As she burst over one final chocolate milk ball, Twilight and Rarity holding back to avoid getting hit, the pegasus flew up right in front of Discord's face, the draconequus looking at her curiously as she glared at him. Her glare then eased off and she meekly asked, "Um, I don't suppose you would be willing to settle this with a friendly game of cards, would you, Discord?" Below and behind her, Twilight groaned in exasperation while Rarity rolled her eyes.

Discord smirked, "Ha! Starting to run on empty, Fluttershy? Here, let me give you a little juice to keep going!" He snapped his fingers on his eagle's talon and a cotton candy cloud appeared over them. It soon rumbled and fired a bolt of yellow lightning down at Fluttershy, the pegasus yelping as she backed up. Discord continued to smirk, "Aw, what's the matter? Does that not do it for you? Maybe what you need is a little… cruelty!"

Fluttershy's eyes went wide at that, remembering what Discord did to her friends previously and how he made her act. Her surprise gave way to anger as she glared at the draconequus, her necklace beginning to glow pink as pink energy began to surge into her eyes. As the glow got brighter, she said, "You… big… dumb… MEANIE!" As she spoke the last word, her necklace glowed brightly and she fired a pink beam from each of her eyes, striking Discord in the chest area and pushing him backwards!

"Whoa, Fluttershy!" Tails exclaimed after the beams subsided and Discord was sent flying.

"Don't let your guard down yet!" Espio said.

Twilight and Rarity stared in surprise while Fluttershy clasped her hooves over her mouth, more than just surprised at what she had just done. Discord managed to stop and right himself after a few seconds, also looking at Fluttershy in surprise. Fluttershy's attack left him with a pink mark where the beams had hit, but he appeared to be okay otherwise. "Goodness! I guess you didn't need any cruelty after all!" he managed to say. He quickly raised his eagle talon into the air and snapped his fingers, vanishing from sight.

Fluttershy, Twilight, and Rarity looked around for the draconequus, but they couldn't see him anywhere. While she was looking though, Fluttershy saw a familiar black portal opening up inside the time tunnel and realized what that meant. "Oh no… Look out, everypony!" she called to Sonic's group, hoping her voice would make it to Sonic's radio.

Fortunately, her voice did carry through the radio and Sonic's group turned to see the Time Eater emerging from the portal, which quickly closed once it was all the way through. "So, you decided not to run and instead you're back for round two instead, huh Egghead?!" Rainbow grinned once the Time Eater was floating in front of the group.

"Bah! I wasn't running away! I was merely performing a strategic retreat to get my battle plan in order! Not that someone who prefers to 'wing it' would understand something like that!" Eggman answered.

Orbot turned to Cubot and asked, "Isn't a 'strategic retreat' just a fancy way of saying 'running away'?"

Cubot, his voice chip still stuck on 'mobster', said, "I don't know! He runs away all the time! Wouldn't be a surprise if he tries to snap a fancy name on it, ya know?"

Eggman leaned over the front of his Eggmobile and glared down at them, "Shut up, you idiots! You two hardly do any work as it is; obviously you wouldn't understand either!"

Cubot said, "Yo, quit bustin' our batteries over here! Sonic's already pointed out you ain't done a lotta work lately either!"

Eggman retorted, "Well, I've certainly done more than you two have since I put you two to work in the first place!" Standing back up, he took his seat and said, "And now I'm going put the drain on Sonic and the Element Bearers' energy and put them to work for the rest of their lives!"

Rainbow glared, "Come on, fat man! I'd like to see you try it!"

Sonic grinned, "Yeah! 'Cause next up is a pony who never runs out of energy, even without the Chaos Emeralds!"

Applejack smirked at him, "Ah see where you're goin', Sugar-hog." She looked at Pinkie Pie and asked, "Pinkie, would you care ta do the honors?"

The earth pony looked at her and gasped, "You mean I get to go?!" Applejack nodded, causing Pinkie to squeal, "Eee! It's my turn now! It's my turn now!"

As Pinkie turned and flew towards the Time Eater, Rainbow groaned as she threw her hooves up, "Oh, come on!"

Eggman grunted, "Ugh… you?! Fine! I'll crush you and all of your laughter!"

Pinkie grinned, "I don't think so, meanie pants! Let's go, Eggy! It's time to party, Pinkie Pie Style!"

Eggman growled, "Your partying won't save you this time, Pinkie Pie!" He began typing on his Eggmobile's console; after a moment, the Time Eater fired its yellow projectiles out of its back.

"That looks like a homing shot!" Vector exclaimed.

"Be careful, Pinkie!" Derpy cried.

Pinkie cheered, "Whoo-hoo! Catch me if you can!" Despite her saying that, she remained floating in place as the yellow projectiles homed in on her.

Applejack called, "Pinkie, what are ya doin'? Get outta the…" She stopped in mid-sentence when, just as one of the shots was about to hit her, Pinkie seemingly vanished and reappeared closer to the Time Eater in less than a second! As everyone watched, she kept disappearing and reappearing around the inside of the time tunnel, the homing shots unable to keep a lock on her for long.

"What is she doing? Where is she?" Orbot asked as the pink pony vanished again.

"She's over there! No wait, over there! She's right here! Now she's over there again! And now over there! Oh, I just can't keep up!" Cubot exclaimed.

"I thought she was hard to handle before, but now with the Chaos Emeralds' power…" Rainbow said.

Sonic nodded, "Sure looks that way. Can't really tell if she's just teleporting or she's just crazy fast now, though."

Eggman growled, "Well, if she won't hold still long enough to get hit, I'll just have to up the ante!" He began typing on his console as the sound of the Cutie Mark Crusaders asking what ants had to do with anything was heard from Sonic's radio. After a few seconds, Eggman pressed one last button while saying, "Take THAT!"

Suddenly, a green orb of energy began to form in front of the Time Eater's face, beginning to get bigger and glow brighter. "Heads up, girls!" Sonic yelled, he, Applejack, and Rainbow scattering so as not to be in front of the Time Eater. It was a good thing they did; a second later, the orb shot a green laser directly at where they had been. It then dissipated and reappeared to the Time Eater's right side, once again firing a laser straight ahead.

This went on for a few moments before Pinkie suddenly reappeared again, right in the path of the green orb. It fired and hit her side, the laser pushing her back a ways. Sonic, Applejack, Rainbow, and the others looked at her worriedly, but a second later, Pinkie just giggled, "Hee hee hee! That tickled!"

Rainbow started, "What the…?"

Sonic smiled, "Oh yeah, that's right. We're all basically invincible now." He then called, "Hey Pinkie! Why don't you give Eggman some party favors?"

The pink pony grinned over at him, "Okie-dokie-lokie!" She then turned and shot towards the Time Eater, her hooves pointed towards it.

Eggman growled, "Argh…! Get away from me!" He pressed a button, causing the Time Eater to raise its upper right arm and swing it towards Pinkie, trying to grab her in its hand; in response, in less than a second, Pinkie came to a complete stop, pulled her party cannon out of her tail, and fired a sticky pink substance out of it at the Time Eater's arm. She fired so much of the goo that it coated the Time Eater's entire upper right arm, causing it to stop before reaching Pinkie, and got onto its lower right arm, effectively stopping it as well. "What?! What is this?!" Eggman yelled while staring at the gunk.

Pinkie gave him a bored look and shrugged, "Duh! It's the leftover batter from my 'super-sticky double-bubble bubble-gum for Gummy' cake! Sheesh…" While still holding her party cannon, she grinned and zipped down towards the Time Eater's core while it was using its left hands to try to get the batter off. While it slashed at the batter, trying to get it off, Pinkie adjusted something on her party cannon and pointed it at the core. As her necklace began to glow, she raised her right hoof and said, "Ba-ba-boom!" She slammed her hoof down on the fuse/button as the Element of Laughter reached full brightness, her party cannon firing a laser made up of confetti, streamers, and whatever else she kept in her party cannon! The laser caused the Time Eater's core to crack more as it was pushed backwards, the remaining batter flying off and its lower set of arms breaking off and falling away as black smoke seeped out.

"All right!" Charmy yelled.

"Hooray for Pinkie!" Amy cheered.

After the laser subsided, Pinkie stuffed her party cannon back in her tail and thrust all of her hooves out, saying, "Whoopee! This is fun! Aren't you having fun, Eggy-Weggy?" Looking in the Time Eater's direction, she saw that it was just floating there, its head occasionally moving, but mostly she noticed the angry look on Eggman's face. "Hey, why are you wearing a frown? Turn it upside-down!" she called.

Eggman clenched his hands into fists and yelled, "Ah, shut up! When I get back, I'll silence you permanently! And then we'll see who's wearing a frown!" He slammed his right fist down on his console, causing the black portal to open up behind the Time Eater. It quickly floated through the portal, as if it too wanted to try to get away from Pinkie.

Once the portal closed, Pinkie said, "Hey, they're gone!" Suddenly, her mane, tail, and hooves started to act up on their own, which could mean only one thing. "Ooh! Pinkie Sense tingling!" The pink pony looked out towards Twilight's group and called, "Twilight!"

Outside the time tunnel, Twilight, Fluttershy, and Rarity looked around, none of them sure why Pinkie's Pinkie Sense was going off. They soon got their answer when Discord reappeared far away from them and called, "Guess who's back~!" The three ponies looked at him. It looked like he had done something about the pink mark Fluttershy had left him, seeing as they could no longer see it. Knowing him, he probably just reached down and peeled it off like tape.

Fluttershy looked a little nervous when she saw the draconequus, but Twilight and Rarity were able to keep their determination despite Discord's sudden reappearance. "Oh, swell," the latter commented dryly.

"Oh, don't be that way, Miss Rarity! You love your gems, so I can give you all the gems you could ever hope to own and more!" Discord exclaimed, snapping his lion paw fingers. As soon as he did, gems of varying sizes, cuts, and types appeared, floating all around the ponies amongst the debris. Some were even bigger than Tom was imagined to be!

Rarity's eyes sparkled as she beheld the jewels, briefly enraptured by their beauty, but before Twilight could say anything to her, Rarity seemed to realize what Discord was plotting and shook her head to snap out of it. She then glared at the draconequus and said, "Your illusions are quite impressive, Discord, but I don't need them! A real lady will accept only the real thing!"

Rouge's voice came through over the magic link, "She's right. Good call, honey. I can't stand imitation jewelry either, no matter how fancy it tries to be!" Rarity smiled at that.

"Oh, you both wound me so! You and all of your high expectations… It's no wonder you want to join the Canterlot elite, Rarity! You're just as boring as they are!" Discord mocked.

Rarity's eyes widened, then they narrowed as she said, "Oh THAT does it!" Tilting her head down, she charged up her magic into her horn as she spoke, "Twilight, Fluttershy, stay back! It's time for a lady's touch!"

Discord's eyes widened and he gasped in mock shock, "What's this? 'Lady' Rarity is going to fight?" He then smirked, "Come on!"

Rarity smiled, "Oh, I assure you, I can pack quite the punch when I need to!" She then flew towards Discord, Twilight and Fluttershy following but staying back like she told them to.

Discord grinned, "Well, I know you can pack a KICK; you sure gave Applejack quite a boot to the face when you were all greedy. But can you pack a jolt?!" He held out his arms, summoning six cotton candy clouds, three floating on his right and three floating on his left. He then snapped his fingers; at his snaps, the clouds suddenly shot light blue lightning towards the three mares.

Rarity, her legs held back while she flew, elegantly dodging around the lightning bolts while Twilight and Fluttershy dodged them as well. As she weaved around the bolts, Rarity began to grow confident and closed her eyes, feeling like she was performing in the Best Young Flyers Competition again. Even with her eyes closed, she was still able to dodge Discord's lightning bolts. Unfortunately, she evidently wasn't paying attention to where she was going, seeing as Twilight called to her, "Rarity, look out!" The fashionista opened her eyes at that, her thoughts of gracefulness being cut short as she realized she was going to crash into part of a tree from Frog Forest!

Rarity let out a yelp and held her forelegs out in front of her, managing to plant them on the lower part of the tree and push herself under it, her hind legs flailing underneath her the whole time. Once she was under and past the tree, she came to a stop and floated in place, looking back at the tree while smoothing her mane out and Twilight and Fluttershy flew up to her. "Ooh… I am terribly sorry about that, darlings, but thank you for catching me, Twilight. I let it go to my head again, I'm afraid," the fashionista said sheepishly.

Fluttershy replied, "Oh, don't worry, Rarity. It's okay, as long as you're okay. Right, Twilight?" The pseudo-alicorn nodded in agreement. Fluttershy then suggested, "Um, I don't know if you thought of this already, Rarity, but maybe you could use your magic to help?"

Rarity held a hoof to her chin, "Hmm… I suppose I could, Fluttershy dear, but I've never been quite as magically inclined as Twilight. I'm not sure the Chaos Emeralds have really changed that."

Sonic called to her, "Your horn got longer when you transformed though, Rarity. That's gotta mean something, right?"

Trixie spoke through the magic connection, "Trixie is in agreement. Surely your magic can do more besides make you look pretty now." Rarity rolled her eyes at that comment.

A second later, the three mares turned to look at a loud quacking sound to see Discord appear closer to them, wearing his usual mischievous grin. "Want to look fancy, do you, Rarity? Well, I think I can help with that!" he said as he snapped both of his fingers, causing several Rarity-sized gems to appear above his hands. Another pair of snaps and two of the gems broke up into many smaller gems, which soon went up and shot towards Rarity when Discord pointed his hands at her, being guided by his magic.

Rarity stared hard at him and channeled her magic into her horn, focusing it on the gems flying towards her. The gems were soon surrounded by a light blue glow, the fashionista's magic grip seemingly overpowering the magic Discord was using. The draconequus tried to break her hold on them, but to no avail as Rarity, after a moment, used her magic to move about a quarter of the gems in her hold off to the side while grouping the rest of the gems together. She then used her magic on the group of gems to combine them all together and form an even bigger gem that was composed of a rainbow of colors!

Rarity smiled gleefully, "Ah-ha! It worked!"

Twilight said, "I get it! You have complete mastery over gems now, right Rarity?"

The fashionista turned to her, "And not only that…" She levitated the remaining gems over to her with her magic and pinned them along her mane, the gems, while illusions, glowing brightly when they attached to her. Rarity then felt along her mane as she said, "My hair and tail feel like fine silk! And it feels as though there's something else really special about them now…"

Before she could find out, Fluttershy squeaked, "Oh, Rarity! Discord!" The fashionista whirled around at that to see that the Spirit of Chaos was levitating three large diamonds above him.

"Oh, I see how it is! You say one thing about the gems I create, but you really mean another! I really can't stand that, Rarity! So you know what? Since you feel that way, I'll give you all the Toms you can handle!" he shouted as he sent the diamonds flying towards the three mares.

Rarity glared, "Oh, no you don't!" She levitated her rainbow gem in front of her, turning it onto its side and holding it up like a shield. The three diamonds struck it and pushed against it, but Rarity's magic remained strong as she pushed the gem back against them, slowly pushing them back while Discord answered in kind with his own magic, pushing the diamonds against Rarity's gem in a full-blown power struggle.

Eventually, Rarity managed to get close enough to Discord that, as focused on overpowering her as he was, she was able to fly up over her gem and deliver a kick to his face, pushing him backwards. While he was stunned, Rarity's horn and necklace lit up, her magic wrapping around the now-free diamonds and smashing them into smaller diamonds, the power of her necklace sending them flying at Discord in what was basically a diamond storm. Once she was out of diamonds, she sent her large rainbow gem flying at him, the gem slamming into him like a meteor and pushing him backwards!

"Nice going, diamond girl!" Rouge called.

"Yeah, way to go, sis!" Sweetie Belle cheered. Rarity smiled in satisfaction at that.

Discord reappeared some distance away from Rarity, Twilight, and Fluttershy a couple seconds later, his hands clutching his stomach where the gem hit him, Rarity's beautiful creation nowhere in sight. Looking up at Rarity, he winced, "My, that wasn't very ladylike, Rarity!"

Rarity held her head high as she replied, "A lady always gives as generously as she receives, Discord, and you've certainly helped give us quite an experience already! It's only fair that I return the favor!"

While raising his eagle talon up, Discord grunted, "Oh, boo on you!" He then snapped his fingers, instantly vanishing from sight.

While Twilight and Fluttershy looked around, Rarity sighed, "Goodness, how much longer…?" Looking in the direction of the time tunnel, she noticed a familiar vortex opening up inside of it, just ahead of Sonic's group. She gasped, "The Time Eater is coming back!"

Inside the time tunnel, Sonic, Rainbow, Applejack, and Pinkie saw the portal opening up in front of them, all of them getting ready as the Time Eater came through it. "The Doc's back for more, huh?" Applejack grunted, thumping her front hooves together.

"Yay, Eggy's back! Can we have more fun with him now?" Pinkie asked, shaking in midair with excitement.

Sonic looked at her, "Hold on, Pinkie, don't go jumping into this right away." He looked at Rainbow, "You want to take this one, Dash?"

Rainbow grinned back at him, "Duh! Of course I do! Everyone's been waiting for this moment!" She turned and flew towards the Time Eater, the fire in her mane and tail trailing behind her as she went.

Orbot saw her coming and said, "Rainbow Dash is headed our way, Boss. Might I suggest another 'strategic retreat'?"

Cubot, his head having been knocked against the back of the Eggmobile at some point, spoke in a Scottish accent, "We cannot keep fighting, Captain! She cannot take the strain!"

Eggman yelled, "Shut up, both of you!" He glared at Rainbow Dash through his screen, "You horrid ponies are more trouble than you're worth! But I won't go down so easily!"

Rainbow smirked, "Really? 'Cause I think it'll be pretty easy for me! Let's see if you can handle all the colors of Harmony!"

Eggman pressed a button on his Eggmobile's console, "I'm just getting started! Take this!" In response to his command, the Time Eater fired Homing Shots at Rainbow Dash, more than it had at any point before!

"That looks like a homing shot!" Soarin called.

"Move it, Dash, he's targeting you!" Gilda yelled.

But Rainbow didn't listen to her. Instead, she wound up her left foreleg like she was winding up a punch and, with a smirk, shot straight towards the Time Eater! As she approached the first Homing Shot, the shot coming up from below her, she swung her left front hoof at it, the hoof punch knocking the shot off-course! Not wasting a second, the pegasus spun around and swung her right front hoof into the Homing Shot above her! The rest of the shots closed in on her as she flew, but she kept spinning and swinging her hooves, doing a barrel roll as she deflected the shots and closed the gap between her and the Time Eater.

After stopping the last shot, Rainbow did one more roll and came to a stop just a short distance in front of the Time Eater, flapping her wings to remain in place. She grinned, "Did you actually think you could hit me with a move you've been spamming this whole time? Get real, Egghead!"

Eggman growled as he pressed another button, "How's this then!" Three green energy orbs appeared in front of the Time Eater shortly after he pressed the button, growing bigger and beginning to glow brighter as they grew.

Rainbow smirked, "Aren't you skipping over two, Eggman? Well, whatever; let's see if you can hit me in the middle of a Sonic Rainboom!" She flew up as the orbs fired their beams straight ahead, Sonic, Pinkie, and Applejack moving out of the way as they flew forward to join Dash. Their pegasus friend reached the top of the time tunnel as the orbs disappeared and pulled a U-turn, flying straight back down, her hooves pointing in front of her.

As she flew down, the familiar, nearly invisible aura began to form around her hooves, though it was forming much faster than ever before, bar possibly the Canterlot wedding. In less than a second, her Sonic Rainboom went off, Rainbow flying down past the Time Eater as its green orbs began to form again and weaving around the time tunnel while leaving a flaming rainbow in her wake as it fired its beams. She kept flying around and dodging the shots from the Time Eater, practically filling the part of the tube she was flying around in with a rainbow as she flew.

While looking at the rainbow trails the pegasus was leaving behind, Orbot commented, "I can't even see her anymore. How are you going to fight her when you can't even see her, Boss?"

Cubot cried, "It's no use, Captain! She has too much power!"

Eggman yelled, "I told you two to shut up! I don't need your running commentary!" Turning his attention back to Rainbow Dash, he grunted, "If you think you can outsmart me this way, you've got another thing coming, Rainbow Dash! I'll wipe you and your little fiery spectrum out in one fell swoop!" He pushed a button on his console while saying, "Burn!"

Suddenly, a large amount of pink energy began to build up in front of the Time Eater, a large sphere beginning to form. Sonic, Applejack, and Pinkie noticed it, but Rainbow didn't, considering she was still flying around to confuse Eggman. "Hey Rainbow, heads up!" Sonic yelled.

While still flying, Rainbow called, "What, what is it, Sonic? I'm kind of busy getting ready to finish off walrus chops over there, so…" She didn't get a chance to finish her sentence since the energy the Time Eater had been building up was condensed into a large beam that was fired straight ahead, dissipating all the rainbows that Rainbow had been leaving and sending the pegasus flying backwards!

Sonic and Applejack flew up and got behind Rainbow, Pinkie randomly appearing behind them as they caught the pegasus and managed to stop her in mid-flight. Sonic and Applejack grunted as they were pushed backwards by helping her stop, the former saying when they came to a complete stop, "That's what. Care to try that again?"

Rainbow glared in the Time Eater's direction, noticing all the remaining embers left behind by her destroyed rainbows. "That's it! You do NOT interrupt me in the middle of a flying session!" she growled, blasting off towards the Time Eater once she was done speaking, Applejack rolling her eyes at Rainbow's usual brashness.

Eggman grinned as he saw Rainbow coming, "Ho ho! You want some more, do you? It's no use; give up!" He pressed the button on his console again, the Time Eater once again building up pink energy in front of it.

When she was about halfway to the Time Eater, Dash came to a stop and eyed the rainbow embers again. Looking down at her right front hoof, she held it straight up, trying to channel the Chaos Energy in her body into it and direct it towards those flames. After a moment, the embers responded; they began to float towards her hoof, being absorbed into it and causing her hoof to glow with all the colors of the rainbow while her necklace began to glow red.

Once she was ready, Rainbow thrust her hoof in the direction of the Time Eater as it unleashed its beam at her again, a large rainbow-colored beam being shot from her hoof when her leg pointed straight that collided with the Time Eater's beam. Both beams pushed against each other for several seconds, each managing to move a short distance before being pushed back a few times before both beams cancelled each other out and a bright pink and rainbow-colored flash filled the tunnel!

"WHAT?!" Eggman exclaimed at this as he averted his eyes.

Not the least bit bothered by the flash, Rainbow shot forward, aiming for the Time Eater's core. As she neared it, she brought her hind legs up in front of her and, when she was right in front of it, began kicking it at blinding speed. After a few seconds of this, she started to float backwards and then suddenly thrust both of her front hooves forward at the core, causing more cracks to appear and pushing the Time Eater backwards!

"Way to go, Rainbow Dash!" Scootaloo cheered.

"Keep it up, Dash!" Spitfire called.

Rainbow grinned as she looked at the Time Eater, still floating backwards, "Ha ha! Eat righteous pony dust, Egghead!"

Eggman managed to regain control of the Time Eater a second later and growled, "Grr…! Enjoy the feeling while it lasts, Rainbow Dash! You won't have much to smile about soon!" Unsurprisingly, he then opened the black portal up behind the Time Eater and had it float into it, the creature disappearing once it was through and the portal closing afterwards.

Rainbow turned to look in the direction of Twilight's group and called, "Twilight! Be careful!"

The three mares outside the time tunnel immediately went on the defensive at that, looking around for Discord. They'd seen and heard how angry Eggman was; would Discord be that angry as well? They didn't know, but they weren't going to let the draconequus take them by surprise, angry or not.

All of a sudden, Discord called, "Yoo-hoo, ladies~!" Twilight, Rarity, and Fluttershy tensed up at that; they could hear him, but he hadn't appeared yet. Suddenly, one of the draconequus' chocolate milk balls appeared right behind the trio! Almost as soon as it appeared, it exploded, pushing all of them forward and splattering them with drops of chocolate. After a few seconds, Twilight and Fluttershy managed to right themselves and spread their wings, slowing down and stopping, their wings getting in Rarity's way and stopping her as well.

Almost immediately afterwards, Discord appeared some distance away from the mares. He grinned at them, "How did you girls like that nice warm milk, huh?"

While holding her mane between her hooves and working the chocolate milk out of it, Rarity scowled, "We didn't. We prefer being able to drink our milk rather than it blowing up on us. And this shade of brown should only be used for accents!"

Discord smirked, "Should it now? Well, I'll be sure to keep that in mind then, Rarity… and have more chocolate milk than ever before when I'm finished with all of you! It will be the perfect accent for EVERYTHING!"

Rarity glared at him, a furious expression on her face. "Ooh…! Why, you deplorable…!" she exclaimed as she lunged in his direction.

Fluttershy grabbed her from the side, wrapping her forelegs around Rarity's midsection while the fashionista kept reaching her hooves out towards Discord, her horn pulsing with her magic. "Oh, Rarity… please, calm down…" the shy pegasus pleaded, her forelegs still wrapped tightly around the squirming unicorn. Twilight looked back at the two, Rarity still struggling in Fluttershy's grip as she kept trying to calm her down to no avail.

Twilight looked back at Discord when the draconequus spoke, "Well Twilight, looks like it's all up to you again. Your friends are fighting with each other, and you're facing me all alone with power you don't know how to control…" He smirked, "Does that frighten you? You're shaking…"

The pseudo-alicorn glared at him, her mane and tail waving of their own accord, "Sorry… that's just from excitement." Discord raised an eyebrow at that. Twilight explained, "You think the rest of us just sat back and did nothing this whole time, Discord? Like you said, the Chaos Emeralds are giving us power we're not used to. This whole time, even when we haven't been fighting, we've been getting used to what we can do now. You're going to see what I can do now… and I'm excited at the idea of being able to test it all out."

Discord's smirk returned, a chuckle emanating from his mouth. "So you think you've learned it all and are ready to show it off, huh? Well then, nerd… if it's a test you want, you'll get a test!" he mocked.

As Twilight readied herself, Zecora's voice spoke to her, "You have been taught much, Twilight, but remember your focus! No noise, no sound, no din, no fuss!"

Shining called, "Twilight! Your friends all had to give it their all to attack Dr. Eggman and Discord! You have to do the same!"

Shadow spoke, "Agreed. This is no time to hold back. If you have to destroy all the debris around you to put that child in his place, do it!"

Discord overheard him and growled, "A child, am I?! Well, let me just remind you that this 'child' likes to play with big toys!" Indulging in his draconic traits, the draconequus reared his long neck back and then thrust his head forward, unleashing a large orange fireball from his mouth at the three mares! Rarity, now over her little fit over what Discord had said, stared along with Twilight and Fluttershy as it flew towards them.

Then, suddenly, Twilight's horn lit up with her magic and then, less than a second later, there was a bright magenta flash, Discord's fireball flying straight through it without hitting anything. When the flash cleared, Twilight, Rarity, and Fluttershy had vanished, but they reappeared a second later some distance away from where they had previously been, Fluttershy and Rarity looking a bit surprised but otherwise appearing to be no worse for the wear.

Twilight looked back at them, "Rarity, Fluttershy, are you both okay?"

Fluttershy was the first to respond, "Y-Yes, I-I think so, Twilight. Th-Thank you."

Twilight sighed, "Good… My magic really does feel much stronger than it briefly was when the Secretariat Comet was passing over the Changeling Kingdom. Even though we all have the Chaos Emeralds' power, I don't want to have another magic surge and this time accidentally hurt you girls."

Rarity reassured her, "Don't worry about that, Twilight. Fluttershy and I are going to be close by you while we deal with these ruffians. And should a situation arise, I think Fluttershy and I will be safe." She took her now-dry mane in her forehooves and stroked it with one hoof, saying, "My hair feels like fine silk right now, but there's something about it… It feels as though I could make it as strong as the toughest armor or as light as the most beautiful dress."

Before any of them could say anything else, Discord called, "Oh ladies~! If this is all you're going to do, then it's my turn again!" Twilight turned her head back in his direction, Fluttershy and Rarity looking as well. The draconequus raised his lion paw up and snapped his fingers; he instantly vanished and reappeared far away from where he had previously been.

As the three of them watched, Discord continued to snap his fingers, disappearing and reappearing in a different spot each time. "What is Discord doing?" Fluttershy asked.

"He's trying to confuse us… I think," Twilight muttered.

Suddenly, Discord appeared some distance behind the mares and called, "Ooh, I'm over here!" Rarity, Fluttershy, and Twilight turned around to face him, the former two nodding in Twilight's direction a moment later. The pseudo-alicorn's horn lit up at that and, a second later, they all disappeared and reappeared around Discord, surrounding him. Instead of getting nervous, or even seeming surprised, Discord simply grinned, "Ah, perfect! I don't even have to strain myself!" In a sudden sweeping motion, Discord whirled around, grabbing Rarity with his eagle talon and Fluttershy with his lion paw!

"RARITY!" Spike screamed.

Twilight charged her horn up, pointing it directly at Discord's back. "Discord, let them go!"

The draconequus grinned back at her over his shoulder, "Ooh, what are you going to do if I don't? Blast me with your magic?" Twilight finished charging her magic as she prepared to do just that, but just as she was about to release it, Discord whirled around and held Fluttershy and Rarity in front of her horn, causing her to hesitate. Discord smirked, "What's the matter, Twilight? I thought you wanted to fight for your friendship!"

Rarity and Fluttershy struggled in his grip, but neither one was in a position to attack him. Rarity soon yelled at Twilight, "Twilight, what are you waiting for?! Get him!"

Twilight looked at both her and Fluttershy, both at point-blank range in front of her, and stammered, "I… can't do it!"

Discord grinned, "Looks like your friends are in over their heads because of you again, Twilight! Some friend and leader you are!" He quickly fired a fireball at her, sending the unicorn flying while he vanished with Rarity and Fluttershy.

After being sent backwards for a few seconds, Twilight managed to hold her wings up and slow herself down, righting herself shortly afterwards. Shaking her head and holding a hoof to it, she started to think of a plan to help Rarity and Fluttershy, only to have her train of thought derailed when Spike started yelling at her, "Twilight, what are you doing?! Discord has Rarity; you've got to help her! You've got the super powers or whatever now, so use them! Go get that…"

Whatever else Spike was going to say was seemingly cut off, as all Twilight heard after that was mumbling from him. She then heard Trixie speak up, "Twilight Sparkle needs a chance to THINK, dragon, and you are not helping her in the slightest!"

Blaze then spoke, "Twilight, the Chaos Emeralds have granted you great power, but anything you've gained from them may not be permanent. Remember, it doesn't all have to be used to fight; you can use it in other ways as well and not lose it as long as you have the Chaos Emeralds' power!"

Twilight thought about that for a moment before eying the shard wings on her back. "I've got it! Blaze, that's perfect!" she exclaimed. Spreading her wings, she looked around for Discord as she prepared to fly.

The draconequus soon revealed himself, appearing far away from Twilight and still holding Fluttershy and Rarity in his hands as well as having two cotton candy clouds floating at his sides. "Oh Twilight~! I'm over here!" he called. The pseudo-alicorn turned to look at him and immediately started flying towards him. Discord grinned at this action, both of his cotton candy clouds rumbling with thunder and then shooting bolts of lightning straight at her!

Twilight saw this coming, though, and, as soon as she had heard the rumbling, she started channeling her magic into her horn. When the lightning was fired, traveling as fast as lightning normally should, she performed a short-range teleportation, reappearing past the lightning as it struck nothing. She then charged up her magic again and fired a beam at the cloud to her right, breaking it into fluffy cotton candy pieces.

Discord gasped (probably in mock shock), "Twilight! That was incredibly rude!" Twilight didn't answer him and began charging her magic again. Discord smirked and made his remaining cotton candy cloud float in front of him, positioning it in front of Fluttershy and Rarity so Twilight couldn't see them. "Go ahead, just try and do it again, Twilight!"

Twilight answered his challenge, but not in the way he expected her to. Instead of firing another beam, she used her magic to remove three shards from each of her wings and launch them at the cotton candy cloud! The left shard triplet hit the cotton candy cloud, causing it to break apart; the right triplet flew past where the cloud had been and struck Rarity. However, instead of hurting her, it grabbed her and pulled her free of Discord's eagle talon, dragging her back to Twilight!

Once they were back together, Twilight said, "Rarity, those shards are like gems! Use them!" The fashionista gave her a determined glare and nodded, turning around and taking the shards still attached to her in her magic, removing them and sending them flying at Discord, the draconequus tightening his lion paw around the shy pegasus, almost choking her.

The shards struck and were embedded in his lion paw hand, causing him to yelp in pain and release Fluttershy! Shaking his paw to remove the shards, he grabbed Fluttershy in both hands and held her up to his face, growling, "I'm not going to let YOU get away!"

While Twilight summoned her shards back to herself, Fluttershy glared and said, "Oh… yes… you… WILL!" She then extended her left wing and swung it as hard as she could, slapping Discord along the right side of his face and causing him to release his grip just enough for her to slip out!

Recovering from the surprise wing slap, Discord turned to look at her as she flapped her wings to go backwards, only for Twilight to suddenly teleport in front of him with her horn and crown glowing brightly! Without even a word, Twilight concentrated all of her magic into her horn and fired a large, powerful beam at Discord, the beam engulfing him and pushing him backwards! The beam shot across the empty space of the Center of Time before slowly dissipating, Discord screaming all the while.

"Twilight… that was…" Cadance stammered.

"That was amazing, Twilight!" Silver exclaimed.

"Indeed. Simply amazing, my student. There are no words to describe how powerful your magic is now," Celestia commented.

"SUCH DESTRUCTIVE POWER WITH SOMETHING SO ILLOGICAL… I LIKE YOU!" Omega said. Twilight's eyes went wide at that, as if her eyes weren't already wide enough at her own display of power.

She returned to normal somewhat when Sonic asked, "Where's Discord?"

Twilight looked around for a moment before saying, "I don't see him…"

Luna said, "Perhaps that blast finished him and we no longer have to worry about him."

Shadow spoke, "I don't think so."

He was proven correct a second later as Discord suddenly appeared in front of Twilight, popping out of nowhere and startling her, Rarity, and Fluttershy back a bit. "Oh my, Twilight Sparkle! I have to say, that was quite a powerful magic display! Are you going to tell me that was the 'magic of friendship'?" he questioned.

Twilight was about to say something when Rainbow butted in over the magic link, "Duh! What'd you think, huh? Even if we're not alongside her, we're able to support her and power up her magic, just like when she took down Queen Chrysalis!"

Discord chuckled, "Ah, that's right. I remember seeing that among some of the, shall we say, windows to the past that the Time Eater opened up." He then grinned, "So if you're all connected by magic, Twilight, the way Rainbow Dash says you are…"

Before Twilight could react, Discord reached over and wrapped his lion paw around her crown. "Hey, what are you doing?!" she exclaimed. Discord didn't answer her; instead, he began to channel his chaotic magic into his lion paw, his arm glowing yellow as it traveled down and into Twilight's crown. A second later, a yellow glow suddenly wrapped around the other five Element Bearers' necklaces and, in a flash, their necklaces vanished!

The five necklaces reappeared at Discord's sides with a flash, all of them floating next to him. "And now…" Still gripping Twilight's crown in his lion paw, he roughly yanked it off of her head, holding it up above him triumphantly! Twilight, Rarity, and Fluttershy immediately moved towards him, trying to get the Elements back from him, but he floated backwards away from them before they could get too close. "Sorry ladies, but the good Doctor likes fine jewelry. So I'm afraid I can't just give these back," he mocked. He then held up his eagle talon, "But don't worry; I'll give you something just as good!" With that, he snapped his eagle talon fingers and disappeared from sight once again along with the Elements of Harmony.

In the time tunnel, Sonic looked confused. "What did he just do?" he wondered. Suddenly, he heard a loud scream and some kind of explosion behind him and turned to look. His eyes widened; Applejack's body was being controlled as if she was a puppet, Rainbow Dash's eyes were unfocused, as if she was looking at something far away, her body shaking and her hooves on the sides of her face, and Pinkie Pie was trying to get her party cannon under control as it fired wildly on its own. Taking a closer look, he noticed they were all wearing necklaces that, aside from the necklace part being gray, looked exactly like their Elements of Harmony. Judging from what he was seeing, though, they were not the corrupted forms of the real Elements; they were Discord's creation, specifically designed to mess with their heads for him.

"Okay, THAT is low!" Sonic growled to himself. Turning to look outside the time tunnel, he could see beams and lights in the distance, presumably coming from Twilight, Fluttershy, and Rarity. He guessed Discord had replaced their Elements and they were short-circuiting too. "This isn't good… I've got to help them!" Turning to look back at Applejack, Pinkie Pie, and Rainbow Dash, he grimaced, "But how am I going to get to Twilight, Rarity, and Fluttershy if I'm trying to hang onto Rainbow, AJ, and Pinkie while they're short-circuiting? I can't just leave them here!"

Suddenly, Sonic noticed a green glow coming from his left hand and held it up. It was coming from Chip's necklace, its gem shining brightly once again. "What's going on?" he muttered. He then remembered how, earlier, he'd heard Chip's voice and felt the power of Light Gaia backing the power of the Chaos Emeralds. Ignoring the calls coming through his radio, Sonic turned to look at Twilight's group again and muttered, "Maybe…" He held his left arm up, Chip's necklace glowing brighter in response. Sonic gritted his teeth as he focused; he hoped this would work…

After a few seconds, he saw three green glints in the distance, which were coming from the green force fields that formed around Fluttershy, Rarity, and Twilight. A closer look revealed that they had seemingly calmed down thanks to the force fields, though it was likely that Discord's fake Elements of Harmony were still trying to mess with them. "Yes! Just as I thought!" Sonic grinned. As the three mares began to gravitate towards the time tunnel, Sonic turned to the other three mares and did the same with them, Pinkie, Applejack, and Rainbow freezing and the craziness caused by their new necklaces being brought under control as the force fields formed around them and they floated towards Sonic.

Once both mare trios were floating near Sonic, their force fields vanished and the fake Elements of Harmony were unrestrained again. Before their full effects could return, however, Sonic grabbed all six mares in his arms and turned, flying towards a piece of debris that used to be part of a city street, slamming into it with his feet when it was at a vertical angle to him and righting it to a more horizontal angle. He then set the mares down a bit hard to make sure they didn't start short-circuiting again and quickly yanked the fake Element of Magic off of Twilight, crushing it to bits in his left hand. He then looked at her and grabbed her by the shoulders, shaking her as he said, "Quick Twilight, cast a spell! A force field, a dispelling spell, I don't care! Just get rid of whatever Discord did!" Though she was dazed from the effects of the crown and having it removed so quickly, Twilight heard what he said and channeled her magic into her horn before she could lose focus, readying a spell. A bright magenta flash erupted from it a few moments later, obscuring everyone's view of what was happening.

When the flash faded, Sonic opened his eyes and looked at the girls. He wasn't sure what spell Twilight had used, but the other girls' necklaces were nowhere to be seen and it seemed as though any lingering presence of Discord's magic had been erased. As for the Main Six, including Twilight, they were all looking around in slight confusion, as if they weren't entirely sure what they had been doing. It was likely those fake Elements hadn't been exerting any mind control or brainwashing on them.

Princess Celestia's voice broke the silence, "Is everypony all right?"

Applejack, while eying her fellow Elements, replied, "Ah think so, Princess Celestia… But what just happened ta us?"

Celestia answered, "I'm not sure… But when Discord stole your Elements and vanished, those fake Elements he created must have been intended to exhaust you all so you would be too weak to defend yourselves. Thankfully, Sonic was able to help you before that happened."

Rainbow groaned, "How did he manage to take our Elements anyway? We were wearing them this time!"

Twilight looked at her, "I don't think the Elements are safe from Discord on their own, Rainbow, especially when they're not in that tower. Because of that, he was somehow able to use the connection between our Elements to teleport them all away from us."

Sonic held his left wrist in his right hand, looking down at Chip's necklace as he commented, "Guess that guy's got a mind more like a steel trap than I gave him credit for."

He straightened up at the sound of the draconequus' voice, "Hah! That's a mistake everypony makes!" Sonic whirled around while the girls looked to see Discord and the Time Eater emerging from the black portal up ahead, the six Elements floating above Discord's eagle talon. With a snap of his fingers, the Elements floated over to the Time Eater, now hovering above the top of it.

"The Elements of Harmony!" Twilight exclaimed.

Eggman grinned, "Excellent, Discord! Without these trinkets, Celestia's ace-in-the-hole is useless now!"

Fluttershy murmured, "A-Ace-in-the-hole?"

Twilight demanded, "What are you going to do with the Elements of Harmony, Dr. Eggman?!"

Eggman simply replied, "Fret not, Twilight Sparkle. These silly things won't help me achieve world conquest, but as long as you and your friends don't have them, you can't use them against me and Discord!"

Rainbow asked, "What are you talking about?"

Eggman explained, "The Elements of Harmony are very closely connected to their Bearers, i.e., you six. They need to be in your possession in order to be used, and in order to use them, you all have to willingly come together and activate them. Even if I were to put you six into robots and make you obey my every command, you'd still need to use them yourselves; I wouldn't be able to force you to. Therefore, they're useless to me as a weapon."

Rarity questioned, "Then what do you plan to do with them? Surely you're not going to give them to that ruffian, Discord!"

Eggman replied, "Discord gave them to me as a gift! Giving them back to him would be just rude; I would be saying that I don't like his gift! I'm sure I'll find a use for them. Perhaps I could use them as part of a wrestling costume?" Sonic facepalmed and dragged his hand down his face at that, muttering something under his breath.

Discord heard his mumbling and teleported over in front of the chunk he and the Main Six were standing on. He grinned, "What's the matter, Sonic? Can't you just see the possibilities of that idea?" He held up his arms in a philosophical pose, "With the Elements of Harmony adorning his costume, Dr. Eggman will become the newest superstar of the wrestling world! But the world won't know it's their glorious leader! They'll only know him as 'El Gran Gordo'!"

Sonic put on a deadpan expression; he COULD just see that. Pinkie Pie, meanwhile, grinned, "Oh boy, that sounds exciting! When is El Gran Gordo's next match?! We've totally gotta go see him! It'll be so loud and exciting and flashy and…" She was cut off when Sonic reached out with his left arm and clamped his hand over her mouth, reducing her babbling to mumbling.

Rainbow Dash glared up at Discord, "That is SO not happening, Discord! Both you and Eggman are going down right now!" Before the draconequus could blink, the pegasus shot up at him and delivered a potent hoof punch to his face, knocking him backwards into a stalagmite! She was about to fly after him and attack again, but her wings suddenly wilted and she began to drop down. "Whoa… What the…?" she groaned as she descended.

Fortunately, she came down close enough to the ledge that Sonic was able to catch her and set her down. "What's wrong, Dash?" he asked.

"I don't know… I punched Discord in his face and now I feel really tired for some reason," she said.

Applejack floated a couple inches off the ground and grinned, "C'mon, Dash! You wanted ta pop that spirit yerself! Don't tell me Ah gotta do it for ya!" Rainbow shook her head at that and spread her wings. She tried to take off, but she couldn't flap them fast enough to get off the ground. Applejack raised an eyebrow in concern.

The earth pony looked over at Twilight when the pseudo-alicorn asked, "Hey… why are my wings starting to fade?" Looking at the shard wings on her back, Applejack saw that they did seem to be slowly winking in and out of existence.

The earth pony set down on the ground seconds afterwards, suddenly unable to hold herself up anymore. "Hoo-whee… Ah'm startin' ta feel it too…" she said.

Discord grinned at them from the stalagmite he was watching from and laughed, "Ha! Sounds like you girls are thirsty! Maybe you need to refill your tanks!"

Twilight looked at him and asked, "What are you talking about?"

Discord simply smirked, "Oh, so now you want to know all about my chaos, do you, Twilight? Well, too bad; if you need your precious Elements of Harmony so bad to balance out the chaos Sonic has given you, then I'm not helping you!" He then snapped his lion paw fingers and vanished from their sight.

Rainbow asked, "What the hay was he talking about?"

Tails spoke up from the radio, "I think I know what he meant, guys!"

Sonic pulled out his radio and clicked it on, "What is it, Tails?"

Tails responded, "Based on what Discord said, I think he was referring to how the power of the Chaos Emeralds is only temporary when they're all used together! You've all been giving off their energy since you transformed, and Twilight, Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity have been using a lot of it while they've been fighting, yet they've all been able to manage it as well as you can, Sonic!"

Applejack asked, "What do ya mean, Sugarcube?"

Tails answered, "Keeping Chaos energy under control is not an easy thing to do! Sonic's first transformation was spontaneous, and he was able to remain Super Sonic just long enough to stop Eggman! The same thing happened with Shadow the first time he transformed into Super Shadow; he even said he had trouble maintaining his Super form! Based on what I'm hearing, it sounds like that's happening to you girls now! The fact that it didn't come up earlier means the Elements of Harmony must've been helping you somehow!"

Sonic asked, "So when Discord took their Elements and replaced them with those knockoffs, they ended up using a lot of energy while they were being messed with because they couldn't control it?"

Tails replied, "I think so! The Elements of Harmony must've been acting like Shadow's Inhibitor Rings this entire time! Now that Discord took them from their Bearers, it's harder for them to control the energy and they're tiring out because they're running out of Chaos energy!"

Rarity gasped dramatically, "My goodness, is that true?! What are we going to do?!"

Sonic slid his radio back into his quills and looked at the girls and said, "I think it's pretty clear what you girls are going to do. You're going to stay here and try to conserve the Chaos energy you still have!"

Twilight asked, "You mean you can't share some of yours with us?"

Sonic replied, "I could, but even though I've been hanging back all this time, I've still been using it. I don't know how much I can share and still maintain my Super form, especially if any of you change back!"

Applejack asked, "Then what are ya gonna do, Sugar-hog?"

Sonic replied, "You girls are going to need your Elements to stop Discord anyway, and if you have them back, you should be able to control your Chaos energy better like Tails said." He jerked his right thumb back over his shoulder in the Time Eater's direction, "So I'm going to go pay the Doc a visit and get them back for you." He then turned around and ran past Rainbow Dash, leaping off over the edge of the street chunk. As he started to fly away, he called back, "Just sit tight! I'll be back soon!"

Rainbow called after him, "Hey, wait!" But Sonic kept going, his face hardened with determination. He was going to help his friends and had no intention of stopping until he did.

Rainbow turned to look at Fluttershy as she whimpered, "My wings… they're starting to molt…" Sure enough, some of the smaller feathers on her larger wings were starting to fall out.

Rarity began to check her mane and coat frantically, asking, "Is something happening to me too? Am I losing my resplendence?!"

Pinkie Pie giggled, bouncing in place and seeming like her usual self. After a few seconds, though, she stopped bouncing and yawned. "Ooh, I feel kinda sleepy…" she murmured, laying down on her belly and tucking her hooves under her.

Twilight sighed as she lowered herself to the ground as well and cast a small spell to make sure the street chunk they were on didn't flip over and knock them off. "Sorry Rainbow, but I don't think there's much we can do right now. Sonic's come through for us before; I hate to say it, but all we can do right now is wait for him to return."

Up ahead, Discord and Eggman noticed Super Sonic flying towards them, the latter grinning, "Ah! He's finally stepping forward, just as I thought he would! I knew that gentlemanly attitude couldn't last forever!"

Sonic came to a stop some distance away from the Time Eater and called, "Hey Eggman, Discord! Did I keep you waiting?"

Eggman called back, "It has been quite a while, hasn't it, Sonic? Feels like it's been ages since the last time we got together!"

Sonic smiled, "I gotta admit, I did miss kicking your wide behind while you were gone. It's a good punching bag substitute."

Eggman smirked, "How refreshing to know you didn't lose your obnoxious streak while I was away."

Sonic called, "Nothing's changed, Eggman! Just give back the necklaces and crown and I'll tussle with your monster for old time's sake!"

Eggman replied, "Ah, ah, ah! After your little display of letting those girls go first, I'm worried about you, Sonic! If you want to earn an audience with me, you have to prove you haven't gone soft on me!"

Beneath him, Orbot whispered to Cubot, "As if that could happen. Sonic isn't the one who procrastinates when it comes to exercising, after all."

Eggman glared down at his Eggmobile's console, "What was that?!" Discord just chuckled to himself as he floated forward, floating in front of the Time Eater as it started to float backwards.

Sonic stared at Discord, the draconequus smugly smirking back at him. He then said, "Look Discord, I'm only going to say this once. I don't want to fight you, so make it easier on both of us and just get out of the way."

Discord continued to smirk, "Sorry, no can do, spineball. Your little pony pals may have surprised me with some of the chaos they can unleash now, but that's it. It'll take more than that to scare me off!"

Sonic growled, "Why would you side with Eggman for something like this? Why can't you try being good for a change? You wouldn't be able to cause as much chaos, but you'd be giving ponies less of a reason to turn you into stone!"

Discord chuckled, "Oh, it seems we really don't have much in common, Sonic. Why would I give up some of my chaos when I could have all of it with a few changes?"

Sonic shrugged, "I don't know. Maybe you'd actually make some friends that way, or at least some people who would put up with you if could control yourself?"

Discord laughed, "Ha, not likely! Like anypony would ever want to call me their friend! It's never going to happen! The only good thing about friendship that I can see is that it allowed me to get Celestia's beloved Elements out of the way! And I have no intention of letting you get them back!"

Sonic grunted, "So that's how it's going to be, huh? Okay, Discord." He readied himself, "Hope you're paying attention, dude! I'm going to show you some REAL chaos!"

Discord grinned, "Think you're above the Spirit of Chaos, do you? Let's see how you like wearing your hair short after I trim your spines!" Sonic shot towards Discord at that, ready to fight.

As she watched Discord start to turn his magic on Sonic, Luna noticed, out of the corner of her eye, the look on Celestia's face. It was the look she got when she was in deep thought about something. She turned to look at her and asked, "Sister, what is the matter?"

Celestia's expression didn't change much as she looked over at Luna and replied, "Don't worry, Luna. I don't think there is anything wrong." Looking back towards the portal showing the battle, she added, "Just thinking of some things that it would be better to think about at a more appropriate time." Although confused, Luna gave a slight nod and turned to look back at the matter at hoof.

Back at the battle, Discord had summoned a pair of cotton candy clouds and was having them shoot lightning at Sonic. The super-powered hedgehog seemed to be held at bay by the lightning, but he soon said, "Ugh! Aside from annoy, your magic's doing diddly, dude! Haven't you figured out we're practically invincible by now?!"

Discord growled, "I was toying with those ponies earlier! You think I was actually trying to hurt them?"

Sonic grunted, "Based on what you were doing earlier? Yeah! Anyone that didn't have the right protection would've been hurt!"

Discord grinned, "And chaos is always good protection!"

Sonic replied, "So I guess for you, it's all fun and games, even when someone gets hurt!"

Discord held both of his hands in front of him, "Well, YOU might hurt after this!" He then clapped his paw and talon together several times, a different sound being heard each time.

Sonic raised an eyebrow; what did he do? A second later, he heard Pinkie call to him over the link/radio, "Twitchy tail!" Remembering what that meant, Sonic quickly looked up… and his eyes widened as he saw something falling straight towards him!

He quickly shot forward, managing to get out from under it in time. Looking back over his shoulder, he raised an eyebrow, "Ice cream?" The object that nearly fell on him was a large scoop of chocolate ice cream, the scoop falling until it vanished somewhere further down. Sonic didn't see it disappear since he faced forward and mentally shook his head, "I don't even want to know what was in that." He then found himself weaving around as he flew, as Discord was dropping more ice cream scoops on him, all different flavors!

Dodging around one last falling ice cream scoop (rocky road, from the look of it), Sonic shot towards Discord, saying, "Sorry I don't have time to try all 31 flavors, Discord, but Eggman's still got the Elements of Harmony and it's time he gave them up!"

Discord, seeing that there was no more room to drop any surprises on the hedgehog with as close as he was, braced himself and smirked, "Yeah? Well, you're going to have to go through me first!"

Sonic smiled, "Whatever you say, dude!" He kept flying straight towards Discord's long torso.

Seeing this, Discord grinned, "Do you actually think you can bowl over me like one of Eggman's machines? You won't get past me so easily! It'll take more than…" Before he could finish, Sonic reached his long body. As he came into contact with Discord's fur, there was a brief yellow glow… and when it cleared, Sonic was behind Discord, still heading for the Time Eater! "H-Hey, that tickles!" Discord giggled.

Sonic grinned back at him over his shoulder as he flew, "Dude, even your insides are messed up!" He then faced forward; the Time Eater wasn't far ahead.

As he saw Sonic approaching, Eggman said, "Impressive, Sonic! It looks like you still have it after all!" He then grinned and he typed in a command on his Eggmobile's console, "But it'll take more than that… to defeat us!" As he spoke, the Time Eater brought its left hand forward, charging up an attack before swinging its arm and unleashing the attack, revealing to be a Homing Shot!

"That attack will home in on you!" Mayor Mare called.

"Be careful, buddy!" Big warned. Sonic came to a stop in midair, watching as the shots came closer for a moment before curling up into a ball and shooting towards them. He hit the side of the first one and hit it, knocking it off course and bouncing to the next one. He continued this process until he was right in front of the Time Eater, looking at its core.

Suddenly, Little Strongheart called, "Look out, Sonic, it's going to grab you!" Sonic glanced to the side and saw one of its hands moving towards him like the buffalo said. He quickly shot up, avoiding both hands as they came together. Stopping when he was up in front of the Time Eater's face, he knew what he needed to do and curled up into a ball, shooting straight into the beast's growling face. He managed to bounce up after striking its face and performed another Homing Attack, striking Orbot and Cubot's cockpit and getting up to Eggman's level.

After another Homing Attack, Sonic bounced back a short distance while the Time Eater was pushed backwards. Uncurling and looking forward, Sonic noticed two glints above and in front of the Time Eater; a closer look revealed them to be the Elements of Honesty and Laughter! He was about to go retrieve them before they were lost when he noticed Chip's necklace glowing, just like before. He held up his left arm and focused on the Elements. A force field didn't form around the Elements; instead, they glinted with a green light and shot towards Sonic, who caught them both in his left hand.

"Hooray!" Cream cheered.

"Way to go, Sonic!" Silver called.

Sonic grinned as he looked at the Elements in his hand, "All right! That's two, so now- whoa!" The last part was an exclamation, as Discord suddenly appeared right in front of him and swung around, smacking Sonic with his tail. It surprised Sonic and knocked him backwards, but he held onto the Elements of Harmony tightly. Before he could recover from the hit, Discord grabbed him in his hands and held him up to his face as he flew away from the Time Eater. Sonic looked up at him, "Oh, hey there."

Discord glared down at him, "Clever trick you pulled back there. Unfortunately, since you won't behave, I'm going to have to cut you off right now."

Sonic waved his right hand in front of his nose and said, "Yeesh! What was the last thing you ate? You could use a mint!"

Discord gave him a very sneaky smirk, "You'd like a little freshness, huh? That can be arranged!" He took his eagle talon off of Sonic's shoulder and wrapped it around his left hand, around the Elements of Harmony in his grip.

"Hey, what are you -?!" Sonic exclaimed before stopping abruptly at the sight of some kind of black mist emanating from Discord's eagle talon. As he watched, it began to spread out, surrounding him before it began to thin out around him.

Discord gave Sonic a very unnerving smile, "You might have been able to resist me before, but I am the master of the unexpected. Chaos is my nature, and no matter what you say about the energy within you, it's still chaos. I have a feeling you'll warm up to my view of things very soon." Sonic gritted his teeth at that, glaring at Discord for a moment before he noticed a translucent, orange-red aura beginning to surround him and turned his head to the side to look at it. Discord's eyes sparkled at this, "Oh! You see that? It's starting~!"

Sonic continued to stare at the aura, not hearing the calls coming through his radio due to being in deep thought. "I've seen this somewhere before… but where?" he wondered. As he and Discord watched, a transparent hedgehog-like body began to form around him, Discord stopping in midair when he saw this. When the body finished forming, Discord grinned as his magic was nearing completion… and then something suddenly shot out from Sonic's body and struck Discord in the face! The draconequus was so surprised by the sudden impact that he let go of Sonic as he reeled from the hit, the hedgehog being dragged down while whatever had attacked Discord rebounded off of him.

Tilting his head up to look, Sonic saw that Twilight was very carefully using her magic to push the street chunk that she and her friends were on towards him. They quickly moved to the sides as he got closer and flipped over, landing on his feet and skidding back a bit past them, dropping down onto one knee. Before anypony could ask what happened, something crashed down behind him, cracking the ground a bit upon landing. Sonic quickly stood up and turned around to look.

It was the transparent hedgehog body that had been forming around Sonic earlier, though now it looked solid and appeared to be in the shape of Discord's Mephiles illusion. Everyone watched as it stood up, its whole body shaking while it tried to raise its head. As they watched, it began to change. Its shoes vanished, revealing indigo blue feet with a white stripe; the rings around its legs began to glow bright yellow; the fur on its legs turned to indigo blue… As it changed before their eyes, it muttered in a demonic, almost ghost-like voice, "Rage, hatred, sadness…" As it finished changing and the aura from earlier began to surround it, the hedgehog raised its head, revealing its white, empty eyes as it moaned, "Shahra…"

The ponies stared, aghast at what they were seeing, but no one was more surprised than Sonic was. He'd only taken that form once, empowered by an alternate world's source of the very emotions the hedgehog had mentioned, and now he was seeing it separate from his body. "Dark… spine?!" he gasped.

Discord popped up at the edge of the street, positioned right behind Sonic with his eagle talon gripping the street and his lion paw on his chin as he too stared at this new sight. "Hmm… not quite what I expected to happen, but that certainly makes it chaotic in its own way," he mused. He then grinned down at Sonic as he and the ponies turned their heads to look up at him, "It'll make for an amusing spectacle to see you beat yourself up over who's the better hedgehog!"

Darkspine Sonic, meanwhile, looked in the direction of Super Sonic and, after a moment, pointed in his direction and said in a loud, angry (though still ghostly) voice that caused everyone to look back at him, "YOU!" Without warning, he suddenly hovered off of the ground, his fiery aura forming a kind of shield around him, and shot towards the gold/yellow hedgehog. Just as he was about to reach him, however, he suddenly jumped over him and floated in front of Discord's face. As Discord stared at him questioningly, Darkspine Sonic swung his right arm back and then punched him right in the face! Time seemed to slow down as the punch connected and then returned to normal as he was sent spiraling away, Darkspine Sonic already moving after him!

Everyone stared in shock for a moment at what they just witnessed. "Whoa… What just happened?" Rainbow gaped.

"Who was that? Was that you, Sonic?" Twilight asked.

"Did that 'hog really come outta you?" Applejack questioned.

"You got me… but I'm gonna find out," Sonic replied. He ran to the edge of the street, remembering when he was almost there what he had and pulling a 360 spin, throwing the Elements in his left hand at the 180 point and saying, "Here, hold these!" He then jumped from the street, flying after Darkspine while Applejack and Pinkie Pie caught their necklaces, clipping them back on and immediately starting to feel a little better afterwards.

Sonic flew through the tunnel, dodging the debris that was coming in through the sides of the tunnel while keeping an eye out for his doppelganger. He soon spotted the flaming aura from Darkspine Sonic and quickly flew up behind him; he guessed his Darkspine form couldn't fly as fast as his Super Sonic form without the use of Speed Break. He flew up along the hedgehog's left side and said, "Uh, hey there, me. What's the story here?"

Without breaking flight, Darkspine held up his left arm and swung his fist at Super Sonic, forcing the gold/yellow hedgehog to stop to avoid getting hit. He then growled over his shoulder, "Don't interfere. He's mine!"

Super Sonic regained his composure and once again flew up alongside Darkspine Sonic, though he kept back a little bit as he said, "Hey, I'm the one he's got a bone to pick with! Why is he all yours?"

Darkspine replied, "Because what he did… I'm going to make him pay for what he did to Shahra!"

Super Sonic raised an eyebrow, "Shahra? What are…?" He trailed off as a realization dawned on him, "Since I took that form based on what I was feeling for Erazor Djinn at the time, he must somehow think Discord is Erazor Djinn. This whole thing's got to be because of Discord's magic; there's no way he could have such a huge case of mistaken identity otherwise." He then shrugged, "You're the boss. He's all yours." Darkspine didn't respond, instead flying forward with Super Sonic following close behind.

They both soon came upon Discord and the Time Eater, the former rubbing the side of his face where he had been punched. When Discord noticed the two Sonics together, he stared in disbelief, "What the…? Why are you two together?!"

Super Sonic shrugged, "Well, apparently, I'm not the droid he's looking for!"

Discord growled, "That's not what I meant! Why aren't you two trying to destroy each other?! Why did he split off from you rather than turn you into him?! What did you do?!"

Super Sonic replied, "Hey, you're the one who called him up! I didn't do anything!"

Discord grunted, "Well, if that didn't work, I suppose I'll have to try something else! But first…" He snapped his eagle talon fingers, causing several holes to open up behind him and fire chocolate milk balls at the two hedgehogs. They came at them fast, but both Sonics rolled, moved to the sides, ascended, and descended to avoid them and miraculously did not get hit once. At this, Discord growled, "How's this, then?!" He snapped his lion paw fingers, something beginning to form above his head in response. Both Sonics came to a stop and watched, waiting to see what he was up to.

As they watched, they saw that Discord was creating a giant scoop of chocolate ice cream over his head, far bigger than any of the ones he tried to drop on Super Sonic earlier. Once it was at its full size, close to the size of a large meteorite, Discord swung his lion arm down, sending it plummeting towards the two Sonics! Super Sonic braced himself, ready to stop it with all his strength, but Darkspine didn't do the same. Instead, with a shout and a sudden burst of speed, he shot towards the ice cream, colliding with it head-on and pushing back against it with his hands.

After a few seconds of pushing, Darkspine let out a loud shout and swung his legs up in front of the now greatly slowed down scoop of ice cream. He then started kicking it with his left foot so fast it was nearly impossible to keep track of all the kicks he landed. After about two seconds of this, he raised his left foot and performed a downward kick, sending the ice cream crashing down on Discord instead!

Super Sonic grinned when he saw Discord splattered with the ice cream, "Hey, Discord a la mode!" He then flew towards the Time Eater, but before he could get far, Discord's lion paw reached out and grabbed him by his shoes, knocking him off course and forcing him to stop. As Super Sonic tried to regain his composure, his shoes were released, only for Discord's lion paw to grab him around the middle, the draconequus holding him up to his face as the chocolate ice cream slid off of him.

"Where do you think you're going?" he hissed. Super Sonic was about to answer him when he seemed to notice something behind him and started pointing. "Oh no, I'm not falling for that trick!" Discord said. Super Sonic continued pointing, doing so more frantically now. "What? What are you pointing at?" Discord questioned mockingly. Suddenly, there was a tap on his shoulder and he finally turned around to see Darkspine Sonic right behind him… who instantly nailed him with an uppercut once he saw his face! The blow was so sudden his grip on Super Sonic lessened, allowing the yellow/gold hedgehog to slip out of his paw and fly towards the Time Eater.

Discord reached out to grab him again, but without detaching his arm, he missed and instead turned to look at Darkspine Sonic, who began pummeling his face with a barrage of fast punches. After a second, he raised his hands above his head to deliver one last blow, but Discord recovered before he could and grabbed the hedgehog in his lion paw, throwing him off. While he was off balance, Discord raised his eagle talon and touched him on the forehead with it. Darkspine immediately began to writhe in his grip as his flaming aura faded and the magic holding him together was pulled out of him. He finally slumped over in Discord's grip, letting out one last groan as he faded away completely. Discord glared in Super Sonic's direction afterwards, seeing him getting close to the Time Eater. "All right, Sonic. I'll give you this one," he growled before snapping his lion paw fingers and disappearing.

As Sonic approached the Time Eater, Eggman said, "If Discord couldn't stop you, then how about… this?!" At his words, two portals opened up at the Time Eater's sides and it reached both of its arms through them.

"It's attacking!" Spike warned.

"Be careful, Sonic!" Blaze called.

"It's a warping arm attack!" Wave exclaimed as the portals opened up above Sonic, the Time Eater's arms reaching through them. It swung its arms down, trying to grab Sonic in its hands, but he shot past them, closing in on the Time Eater.

Once he was in front of it, it recalled its arms and tried to grab him with its hands. After dodging them, he repeated the process from earlier, striking the beast in its face, then hitting Orbot and Cubot's cockpit, and then hitting Eggman's cockpit. This knocked the Time Eater back and freed the Elements of Kindness and Generosity, which Sonic called to him with Chip's necklace.

"All right!" Vector cheered when he caught both.

"Not bad," Shadow commented.

Sonic smiled as he held both Elements, one in each hand. He was about to fly off after the Time Eater, but before he could, he heard a popping sound behind him and whirled around to see Discord behind him, the draconequus having a rather sour look on his face. Noticing the spots on the Spirit's face, he said, "Whoa. Sure looks like he had some fun with you."

Discord grunted, "Yes. I still don't understand what happened."

Sonic smirked at that, "You don't understand? Dude, your chaos combined with chaos, and chaos is unpredictable on its own! Guess you should have been prepared for the chance that something unexpected might happen." He apparently struck a nerve because Discord let out a shout and lunged for him, trying to grab him. Sonic managed to avoid him and, as he flew around him back to the girls, called back over his shoulder, "Hey, you really are the master of the unexpected! I was expecting a better comeback!"

Discord curved his head around and glared at him. "You want a snappy comeback? How's this for a comeback?!" He held out both of his arms, both of them lighting up with the yellow aura of his magic. A similar colored line of aura appeared above his head and ripped the fabric of time and space in two, forming a rift that was black on the inside. And whatever was causing the blackness was moving…

Sonic looked back over his shoulder in alarm when he heard what sounded like rushing winds coming up behind him. Instead of wind, though, he saw a large mass of black mist heading for him! "What the heck is that?" he asked.

"It's the Dark Forces! Discord has summoned them!" Luna exclaimed.

As Sonic got closer to the girls, the mass broke off into smaller wisps with evil-looking eyes that sped after him. The sight caused Rarity to gasp, "The wooshie things! Sonic, don't let them get you!" Shortly afterwards, the wisps began trying to slam into Sonic, who flew faster and dodged and rolled to try to avoid getting hit. He managed to dodge the ones that came rushing at him, but a smaller one had been sneaking up behind him and, after he dodged the charge of a larger one, shot straight at him and crashed into his back! He may not have felt much, but it was enough to slow him down, giving the other wisps a chance to swarm him!

Since Twilight couldn't use a lot of her magic at the moment, Applejack and Pinkie Pie stepped up to help Sonic. As the mass began to surround his front, Applejack brought her hooves together to form a sphere and Pinkie pulled out her party cannon. Pinkie Pie fired while Applejack was forming her sphere, but just as her shot was about to hit the black mass, it suddenly jerked out of the way, pulling Sonic with it! Applejack's attack was similarly avoided as Sonic began wrestling with the mass as it tried to surround him.

After a couple of seconds of grappling with the Dark Forces, Sonic was forced down onto his back on the street chunk. The Main Six immediately moved to help him, but he grunted, "Don't touch it! I'll get it!" After a second of struggling, he kicked the mass off of him and it landed past the girls with a thump. Sonic then stood up and the girls looked at him in relief, but then they all heard a growl coming from the mass of mist and turned to look at it. As they all stared at it, they began to make out a large form within the mist. It had large hands and muscular arms, they could see long wild quills jutting out from its back, its mouth was filled with sharp teeth, and it had long fur…

As it stood up, the last of the mist fell away from its body, revealing its fur to be dark blue and its hands to be light blue. When it turned around and looked at them, they saw that the bottom part of its face was light blue and its eyes were green. They all stared at it for a moment before Sonic spoke, "Whoa. So now it's the Werehog?"

Twilight stared at the creature in surprise, "Wait, you mean that's the Werehog you mentioned?"

Applejack whistled in amazement, "Now Ah can see why ya called it that. He does look kinda like a wolf."

The Werehog began to look around curiously, as if it was confused about why it was there or felt like something was missing. It looked back at the group when Fluttershy asked, "Do you think he's… friendly?"

Sonic replied, "Maybe. I mean, I stayed pretty much the same while I was in Werehog form, but…"

Rainbow nodded, "Right. It was you changing, it was all you, and you didn't truly turn into a monster or anything. But now that it's separate from you, who knows what it'll do? It could decide…" Before she could finish, the Werehog suddenly stretched out its arms towards Sonic and closed its larger hands around Sonic's! Sonic looked down at his hands when it retracted its arms and realized his hands were empty! He looked back up at the Werehog to see it holding the Elements in its hands, looking between them. "Hey!" Rainbow Dash exclaimed, but before anyone could move, it extended its arms again, its left arm towards Fluttershy and the right arm to Rarity. In one swift motion, it placed their respective Elements around their necks and clipped them on before pulling its arms back.

Fluttershy looked down at her necklace and then looked up at the Werehog with a smile. "Oh, that was so sweet of you. Thank you!" she said as she fluttered to his left side and wrapped her hooves around his arm, nuzzling him. The Werehog tensed and looked at her questioningly, but he remained where he was.

"Well, yes, it was rather nice of him, but… oh! Such big hands and long nails! He should be careful with those!" Rarity commented.

"Aw, don't go fussin' all over the fella. Ah'm sure he wouldn't have done that if he didn't know how to control himself," Applejack said.

Twilight, momentarily excited by what she'd seen, clapped her hooves together, "Fascinating! You were right, Sonic! He really can reach far away with his arms!"

Pinkie giggled, "Hee hee hee! They're like rubber arms, if rubber arms could get longer at any time they wished!"

Rainbow shrugged, "All right, looks like he's okay."

After Fluttershy let the Werehog go, Sonic looked at him and asked, "Hey, how are you feeling? Feeling okay?" The Werehog nodded and gave a wordless grunt in response.

"Um, I think he said yes," Fluttershy said.

Twilight looked at Sonic, "Are you going to be able to understand him?"

Sonic replied, "Oh yeah, I think we'll understand each other pretty well." He then looked at the Werehog and asked, "How do you feel about coming to help me trash Eggman and Discord?" The Werehog flexed his arms and growled, nodding.

Applejack looked at Sonic, "Excuse me for askin', Sugar-hog, but how is he supposed ta follow you? It doesn't look like he can fly like you can."

Sonic looked back over his shoulder at the debris floating around inside the time tunnel. He nodded after a moment, "That should do the trick." He turned to Rarity and pointed with his thumb, "Hey Rarity, can you use your magic to pull some of that small stuff over here?"

Rarity eyed where he was pointing carefully, seeing some rocks, chunks of oversized cookies, and large tree leaves floating through the air. Taking a moment to think about it, she finally answered, "Certainly." Her horn lit up and she focused on the distant objects, which were soon surrounded by the aura of her magic. She then started to pull them closer to the group.

Once they were close enough, Sonic said, "Okay, that's good. Just hold them there for a minute." Rarity stopped pulling and used her magic to hold them in place. Sonic turned to the Werehog and asked, "You ready?" His beast form dropped to all fours and let out a shout, baring its teeth. "That sounds like a yes to me!" Sonic said as he took off, flying down the time tunnel. The Werehog dashed to the edge and then jumped, stretching out his arms towards a nearby rock and pulling himself towards it. Once he reached the rock, he pulled himself over it and reached for a giant leaf, once again pulling towards it and repeating the process.

As they continued onward, Sonic flew up to pieces of debris and knocked them back towards the Werehog, who used them to follow Sonic deeper into the time tunnel. It wasn't long before they saw Discord up ahead, no doubt waiting for them judging by his slumped posture and crossed arms. Seeing this, Sonic stopped and turned to look at the Werehog, waiting for him to reach the last piece of debris he had knocked towards him. When he reached the end, he reached his arms out in Sonic's direction and pulled himself towards him. When the Werehog reached Sonic, he wrapped his arms around the yellow/gold hedgehog and held onto him as he shot towards Discord.

As they approached, Discord commented, "Oh, look at you, Sonic. It looks like you're taking the dog out for a stroll."

Sonic replied, "Yeah? Well, I think the 'dog' wants to play with you!"

Discord quipped, "Oh? Does he know any tricks? Can he sit up and beg? Does he like games?"

Sonic smirked, "He sure does, and here's his favorite game: catch!" While he was speaking, the Werehog loosened his grip on him and let his arms hang at his sides. When Sonic finished speaking, he held the Werehog up with both hands and, while still flying, threw him at Discord!

Discord tensed up at this and flew up, intending to get out of the way. Before he could get high enough, however, and before he got past the draconequus, the Werehog extended his arms and reached up, succeeding in grabbing the dragon part of his tail! "Hey!" Discord exclaimed in shock as he felt his tail being pulled downwards. The Werehog was stopped when his arms reached their limits and swung backwards. Sonic stopped and watched as Discord began trying to shake the Werehog off his tail. "Hey, that's my tail! Let go!" Discord yelled while swinging his tail. His swinging eventually pushed the Werehog down, at which point it used the momentum to slingshot up towards Discord, using his claws to hang onto Discord's stomach.

"You mangy mutt, get off of me!" Discord yelled while curling his lion paw into a fist and swinging it down towards the Werehog's head. The Werehog managed to lower himself down enough to avoid the hit and then swung himself around to Discord's backside, close to his wings. He then used his hands and arms to pull himself up to Discord's head, standing triumphantly atop it. Discord winced at the feeling of the spikes on the Werehog's shoes and asked, "Ugh, you wore golf shoes in this form? You really were a monster!" The Werehog growled out something, causing Discord to smirk, "What was that? I couldn't understand you with that atrocious accent of yours!" The Werehog snarled at that and raised his right hand, slamming it down on top of Discord's head. "OW! Was that really necessary?!" Discord exclaimed. The Werehog only responded by raising and slamming down his left hand, then his right hand, then the left again… He started pummeling Discord's head so fast his fists were able to hold him up in the air!

As he flew by, Sonic grinned, "Man, he's gonna wreck you good!" He then turned his attention back to the Time Eater, leaving Discord to deal with the Werehog.

As he got closer to the Time Eater, it held out its arms and started to rotate them in a circle. "Think you can dodge this?!" Eggman yelled as yellow energy began to trail behind its hands as they moved.

"Hey, that thing's making something!" Storm called.

"You'd better move it, Sonic!" Jet exclaimed as a brief flash appeared in front of the Time Eater and it stopped rotating its arms.

While moving backwards, the Time Eater thrust out its right hand, causing a yellow clock with moving hands to appear and move towards Sonic. He managed to avoid the clock by flying through the lower right corner when both hands were in the upper left corner, but as soon as he was past it, the Time Eater thrust out its left hand and released another clock at him. This time, Sonic managed to slip between the two hands moments before they sandwiched him between them. He then struck the Time Eater's face and then both of its cockpits, managing to release the Element of Loyalty from its grip and catch it. The Element of Magic wobbled in its spot, but the Time Eater managed to hang onto it.

"Oy, good going, Sonic!" Marine cheered.

"You can't relax yet!" Amy called.

"Sonic, behind you!" Tails warned. Sonic whirled around at that to find Discord towering over him, glaring down at him while clutching the Werehog in his lion paw and sporting a rather noticeable goose egg on top of his head.

Sonic grinned up at him, "Nice hat!" Discord scowled at him and snapped his eagle talon fingers while using his magic, reopening the rift he had created earlier. Once it was fully open, the Werehog was sucked out of Discord's lion paw, being broken back down into wisps as the Dark Forces were sucked back inside. Once it was fully gone, Discord snapped his fingers again to close the rift. "What, what did I say?" Sonic asked. Discord growled and lunged at him, trying to grab him. Sonic rolled out of the way and flew past him, looking back over his shoulder and saying, "Okay, I get it! You're a touchy guy! Yeesh…"

Discord turned around to look at him while placing his lion paw on top of the bump on his head. While pressing down on it, his magic causing it to sink back into his head, he growled, "Go ahead and run, hedgehog. Even you can't outrun shadows." Once his bump was fully healed, he thrust both of his hands out while using his magic, launching what appeared to be three pegasus-shaped apparitions that were shrouded in shadow in Sonic's direction.

Sonic was about halfway back to the girls when he heard something behind him and looked back over his shoulder. He saw Discord's apparitions approaching him, but as soon as he did, they suddenly split off and seemingly vanished. "Huh? Where'd they go?" Sonic wondered. He got his answer when one apparition suddenly leapt out of the side of the time tunnel and tried to attack him! Sonic managed to dodge it, but as he turned around to face it, the apparition faded away, turning into a shadow. "It turned into a shadow? How…? Wait, pegasus… It's a Shadowbolt, duh!" Sonic said.

He turned and tried to get back to the Main Six, but the Shadowbolts kept leaping from the shadows to attack him, throwing him off until the two male Shadowbolts got in his path when he wasn't going at full speed, when he was close to the girls. Their leader materialized behind him, for the moment just floating there. Suddenly, Rainbow Dash said to him over the radio, "Sonic!" He looked past the two Shadowbolts towards the chunk the Main Six were on and quickly got what Rainbow was trying to tell him.

Clutching the Element of Loyalty in his right hand, he pulled his arm back and whispered to the pegasus, "Go long!" As the Shadowbolts rushed him, he swung his arm and let go of the necklace, throwing it over the two male Shadowbolts' heads and towards the girls. While the Shadowbolts caught him in a pincer maneuver, Rainbow quickly backed up near the opposite edge of the street chunk and, when her necklace was close enough, jumped up and felt it hit her at the base of her neck. She quickly reached up and caught it with her hooves before it could fall and clipped it on as she dropped down.

Upon landing, Rainbow felt a small surge of Chaos energy and grinned, "All right, we're back in business!" Feeling the need to flaunt it, she flew up and started charging energy into her right hoof, a little bit of fire from her mane going into it as well. She then pointed her now-glowing hoof at the Shadowbolts, who were still surrounding Sonic, and shouted, "Heads up!" The pegasi looked at her when she spoke, allowing Sonic to slip out of their grip and fly off to the side. With her necklace glowing brightly, Rainbow fired a rainbow-colored beam at them, which engulfed them when it reached them!

Sonic watched as the beam shot by, the silhouettes of the Shadowbolts visible from where he was. When the beam died down, all he could see in place of the pegasi was smoke, the beam seemingly have broken them down. As he watched, though, the smoke swirled and spun around, forming a miniature vortex. He couldn't see through it, but he could make out a form within it. After a short time, the vortex vanished revealing, a hedgehog clad in gold armor and holding a golden sword in its right hand.

Sonic eyed the hedgehog carefully, examining it. "Looks like the form Caliburn and I took when the other knights sent us their swords, but… the armor's a little darker and not as shiny, and that Excalibur's blade is just gold; it doesn't have that glow around it. Guess that makes sense; that's not really Caliburn and that hedgehog is still made up of the Shadowbolts. They must've taken that knight form due to being hit with the Element of Loyalty's power."

He was brought out of his musings when Twilight called to him, "Sonic, what did Discord's magic do now?"

Sonic replied, "Looks like the Shadowbolts have been turned into the form I took when Caliburn's true form was revealed. Except… that sword doesn't look like the real Excalibur, and that armor looks more like the Black Knight's."

Applejack asked, "So that DEFINITELY ain't the real deal?"

Rarity chided her, "Well, of course not, Applejack! Sonic left Caliburn in Camelot, remember? Therefore, it's just an imitation."

Applejack replied, "Yeah, but the others were just copies too, yet they seemed like they were able to mimic Sonic pretty well! The fact that he can tell the difference about this one could mean somethin'!"

While watching the armor-clad hedgehog raise his sword up and examine it, Sonic spoke, "Well, this isn't a good time to be worrying about things that stand out anyway. Not while Eggman's still got the Element of Magic." Without another word, he turned and flew down the time tunnel, once again going after the Time Eater and Discord. The Excalibur Sonic lookalike turned his head as Super Sonic flew away, seemingly watching him. After a few moments, he dropped his arm to his side and started flying after him, no one spotting a mark displaying a pony's skull with a pegasus' wing attached to it underneath his cape or the crescent moon on the other side of his cape.

Rainbow Dash flew around to the back of the street chunk the girls were on and placed her hooves on it. She then started pushing it while saying, "Hang on, girls! I'm gonna get us closer so we can watch and be ready for the finale!" The other members of the Main Six sat tight at that, making sure they had a sure grip on the pavement.

When they got close enough to clearly see Discord and the Time Eater past him, Rainbow stopped pushing and they all stared in surprise at what they saw: Black Knight Sonic was attacking Super Sonic while Discord watched. Rainbow flew up and hovered above the girls and asked, "What the hay?! Why is that knight guy attacking Sonic?! I gave those Shadowbolts a big dose of loyalty; now that they're like that, shouldn't they be on his side?!"

Twilight spoke, "Actually, Rainbow, most black knights are independent; they don't often form allegiances."

Applejack looked at her, "No allegiances? So even though that guy's attackin' Sonic right now, it might not mean anythin'?"

Twilight shrugged, "Yeah, maybe. I don't know." Applejack looked back at the battle, holding a hoof to her chin in thought.

Discord floated in place with his arms crossed, highly amused as he watched a copy of Sonic finally fighting against the real deal. Super Sonic was doing fairly well at dodging Black Knight Sonic's blade, but that didn't concern Discord. That's what he wanted, actually: to see Sonic exhaust himself so that, later on, he would be tired and easy to deal with, and this copy of Sonic was certainly keeping him on his toes with different ways of using his sword.

After about a minute of Sonic's dodging and trying to communicate with his double, Discord laughed, "Yes, this is more like it! I find this chaos to be much more fun! Finally, I'm getting the chance to just sit back and watch!" Black Knight Sonic turned his head in Discord's direction after he finished speaking, causing the draconequus to straighten up. Even though he couldn't see its eyes under the helmet, he could feel them boring into him. In less than a second, the knight shot towards him, making a wide swing as it got close to him. Discord anticipated this, though, and managed to move out of the way before he was slashed. While dodging more slashes, he yelled, "Now what?!"

Sonic looked at the knight's cape and spotted the crescent moon on it, the same crescent moon as the one on Luna's cutie mark. "Looks like this knight is loyal to the night and nothing else!" he grinned.

Discord, after moving so that the Time Eater was behind him, growled, "Shadowbolts and their supposed loyalty to Nightmare Moon… Luckily, I was expecting this to happen." After dodging a downward slash from Black Knight Sonic, Discord tapped him on the head with his lion paw, causing him to wince and look down in alarm as his armor began to crumble away.

Seeing this, Super Sonic quickly flew up behind Black Knight Sonic and grabbed him by his shoulder plates. When the knight turned his head to look at him, he said, "Hey pal, I could use a little bit of your help. How'd you like to go out with a bang?" The knight seemed to consider what he said for a moment before holding his sword straight up.

Discord smirked when he saw this, "Looks like he's saying no, spikeball!"

He watched as Black Knight Sonic held the sword at his side in both hands, his armor crumbling up to his waist, and Super Sonic floated in front of him, the latter saying, "You think so? Well, I've got two words for you, 'Dizzy'." He then curled up and began spinning in midair like he was readying a Spin Dash, "Play ball!" As soon as he said that, Black Knight Sonic swung his sword sideways into Super Sonic, sending him flying towards Discord as his upper body and sword began to crumble away.

Discord was not anticipating this action and so the wind was powerfully knocked out of him when Sonic slammed into the middle of his long body. He remained where he was for a moment before Sonic shot into a Boost, pushing him back towards the Time Eater! Before Eggman could move the beast out of the way, Discord slammed into it hard and ended up splayed out over it with Sonic crouching on top of him. The impact knocked the Element of Magic loose, the crown flying straight up and towards the front of the Time Eater. Sonic quickly leapt up and grabbed it in his left hand. Not missing a beat, he took the crown in both hands and flipped in midair, calling back, "Heads up, Twilight!" He then threw it behind him and, after flipping back over, shot into a Homing Attack, shooting underneath Discord's shrinking body and striking the Time Eater's core while saying, "Here goes!"

While Sonic was attacking, Applejack stood up on her hind legs and lifted Twilight above her head with her hooves. After the pseudo-alicorn spread her wings, Applejack threw her towards her crown, her wings remaining firm enough to allow her to glide through the air. Her crown was spinning as she got close to it, but a quick, low-powered flick of her magic righted it and set it atop her head. Feeling her power floodgates come back under control, she flew towards Sonic, who had bounced back after cracking the Time Eater's core some more, and channeled her magic into her horn. A second later, her friends were all teleported to her and they all flew at Sonic's sides as they went after Discord and the Time Eater.

While Discord, who had shrunk back to his regular size, was recovering from Sonic's earlier hit and crashing into the Time Eater, Orbot looked at Cubot and smugly said, "Told you the Boss wouldn't be able to hold onto the Elements. Pay up."

Cubot, his voice chip having been knocked out of place yet again at some point earlier, handed his red-headed companion his money while complaining, "Mama mia! I'm-a never betting with-a you again!"

Rainbow grinned when she overheard this, "You hear that, Egghead? Even one of your robots was rooting for us this whole time!"

Twilight called, "It's over, Dr. Eggman and Discord! Let's just put a stop to all of this now!"

Eggman spoke, "Hmph, you ponies have proven to be quite troublesome all this time. Surprising, considering you don't look like much up close like this, but you really are quite a handful for such little ponies."

Applejack rolled her eyes, "Oh, like you'd know anythin' about bein' little."

Sonic called, "It doesn't have to end this way, Discord! You could still have your chaos and not be a jerk if you just mellowed out a little!"

Discord, now fully recovered from earlier, placed his hands on top of Orbot and Cubot's heads as he leaned out over his Eggmobile and questioned, "Let me ask you again: do you really think that I would have any fun that way? Do you think anypony in the current Equestria would actually appreciate me or my chaos aside from that bipolar nutcase, Pinkie Pie? Because I do not, and I am not pandering to her for any reason!"

Pinkie gave an indignant shout at that, but Sonic simply said, "All right, but just remember: you brought this on yourself!"

Discord leaned back and relaxed in his seat as he replied, "Pah, whatever! This game has gotten boring anyway, so I say it's time to end it!"

Eggman nodded, "Indeed! After this, there won't be enough of you fools left to fill a Petri dish!"

Rainbow asked, "What are you talking about?!"

Eggman grinned, "Oh, that's easy, my dear Rainbow! This!" He pressed a button on his console and suddenly, the ball of magma that had been circling the Time Eater throughout the whole fight suddenly vanished and reappeared inside the time tunnel, causing everyone to stop in midair at the sight of it.

"WE'LL END IT! BURN! BURN TO ASHES!" Eggman and Discord shouted at the group as the Time Eater launched the ball of magma towards them! Sonic regained his composure first and shot towards the ball, the Main Six quickly doing the same. They all slammed into the side of the ball and began pushing against it with their hands/hooves, trying to stop it. They all pushed as hard as they could, the ball seeming to lose some of its momentum…

Suddenly, Fluttershy let out a shriek and everyone looked over at her. They quickly saw the reason: her hooves were sinking into the magma! Sonic and the girls all tried to move to help her, but the same thing was happening to them! They all tried to struggle and break free, but the magma kept pulling them in, some of the girls screaming as they got close to disappearing. Within a minute, they were all pulled in completely!

Eggman stood up and triumphantly said, "YES! It's finally over! At last I can say farewell to my admirable adversary and those annoying ponies and their talk of friendship!"

Discord scratched his chin with his lion paw, "Yes, but… I can't help but think we could've tried to break them instead, after making them pay for defying my magic rather than outright destroying them. Are you even sure they'll perish in there, Doctor?"

Eggman replied, "Oh please, Discord. A quick, somewhat painless death is far more merciful and preferable to destroying minds and letting them live and actually seeing what you've done to them. And do you not know anything about magma? That kind of pressure is intense; they'll be able to survive, however briefly, until the pressure on the inside crushes them like insects! There will be no suffering involved!"

Discord crossed his arms, "I still like my way better."

Eggman retorted, "Yeah, well there's nothing for Celestia to save this way. How do you like that, cake cheeks?" There was a moment of silence; Discord wasn't sure if he was talking to him. "Ah, right. They communicated with the others over that radio that Sonic had. That's probably melted down to nothing by now. Well, no matter. They'll all soon see…"

*CRACK*

Eggman stopped in mid-sentence at that sound, both him and Discord looking around in confusion. They heard it again, and again. Orbot pointed at the ball of magma, "Um, Boss?" Discord and Eggman looked to see cracks forming on the surface of the magma, growing bigger and making that loud cracking sound as they looked at it. What was going on?

When the cracks extended from the top to the bottom and ran along the sides of the magma, bright light began to shine out of them. Seconds later, the entire ball was destroyed in an explosion that sent embers flying, surprising and temporarily blinding Eggman and Discord! When they could somewhat see again, they could see none other than Sonic and the Main Six floating where the ball had been, still Super but also seeming reenergized!

As they floated motionless (for the moment), Zecora spoke, "Chaos and Harmony are combining in a perfect fit."

Everyone helped her finish that rhyme.

"NOW, GO FOR IT!"

And that they did.

Eggman and Discord barely had a second to put on a look that fit their situation before Sonic and the six mares shot forward. As they flew forward, they each left a trail the color of the last Chaos Emerald they'd been holding before their transformation, looking like a rainbow as they flew together before they broke off and began assaulting the Time Eater. They flew along the creature's body, their emerald trails cutting into it and causing damage to the additions that Eggman made to it. Parts of its remaining arms were broken off, the Eggmobiles suffering considerable damage, dark cuts that began spewing smoke lining it… And through it all, Discord and Eggman were trying desperately to get the beast to listen to them and get away.

Eggman did manage to open a portal behind the Time Eater when Sonic and the Main Six backed off, but they quickly came back together again to deliver a powerful combination hit to the creature's face, forcefully sending it backwards through its portal, which remained open unlike the others it had created. It was time.

Twilight, Applejack, Rainbow, Pinkie, Rarity, and Fluttershy all came together, floating into their proper positions. Once they were all in place, they closed their eyes and began to charge the Elements of Harmony. With the power of the Chaos Emeralds coursing through them, they were charging faster than ever before. It wasn't long before Twilight was ready to open her eyes to reveal the glowing white behind them… but something else seemed to be different this time.

Sonic floated off to the side and watched silently, knowing that, in the long run, Discord was going to need this if he was ever going to learn. Suddenly he noticed Chip's necklace shining and held it up to look at it. As he looked at its jewel, he could almost see Chip's face on the inside; he knew what he was supposed to do. He flew up underneath the girls and held his left arm straight up, the shining from the jewel intensifying in response. After a moment, six lights rose up from the Elements of Harmony and floated in the air above. Sonic's ring then shot a beacon of green light up that formed a ring around the lights and caused them to glow brightly, as if they were the Elements of Harmony themselves. As they continued to glow brighter, the girls opened their eyes and Sonic flew up in front of them. They got on his sides in a triangle formation (three on each side, one above the other two) and, joined together, they all flew through the portal.

On the other side of the portal, near the end of the time tunnel, Discord and Eggman managed to get the Time Eater back under control and stop it from spinning end-over-end. After righting it, they looked forward to see the group shooting towards them, a rainbow aura surrounding them. Eggman screamed, "Gah! Stop them!"

Discord grunted, "Oh, would you relax?" He snapped his lion paw fingers and pressed a button on his Eggmobile's still-functioning console. In response, the Time Eater began throwing everything except its arms at them: lasers, homing shots, and the clocks. Though they remained on target, the seven moved around these attacks as best they could at the speed they were going, and anything they did hit, even the clocks, failed to slow them down. "What?!" Discord exclaimed at this.

Eggman growled, "I'm not giving up yet!" He commanded the Time Eater to defend itself with its arms, but just as it moved them up, Sonic and the Main Six reached their target: the Time Eater's core. They shot straight through it to the other side, the core sparking with electricity as it began to destabilize. "DISCORD!" Eggman screamed.

"All right!" the draconequus groaned as he snapped both sets of fingers. The Time Eater's core stopped sparking and some of the cracks smoothed out somewhat in response. Unnoticed by either of them, Cubot, or Orbot for the moment, the group pulled off a kind of U-turn, curving their flight path upward and arching as they turned back towards the Time Eater.

Eggman noticed them when they finished arching and started heading straight down for the Time Eater. "Guh! Now what?!" he exclaimed. The group shot straight down, Sonic flipping around so his feet were pointing down. They hit the Time Eater between the two Eggmobiles, though they were closer to Discord's. They held there… and then pushed off, rebounding away from the Time Eater and separating as they all came to a stop and floated in place some distance away from the Time Eater. Eggman uncovered his eyes and asked, "Huh? Nothing happened?"

Discord laughed, "HA! Looks like you all need to work on your aim! Care to try that one again?"

To his and Eggman's surprise, Sonic and the girls shot knowing looks at each other before looking back at them with Rainbow smirking, "No, I think we're good."

Sonic grinned, "Yeah, you guys haven't even seen the best part yet." They all then looked in the direction they had come from, Eggman, Discord, Orbot, and Cubot following their gaze.

Suddenly, there was a glint of light in the shape of a six-pronged star and a familiar rainbow, the front of it having a yellow glow instead of the usual white glow, shot into the time tunnel, heading straight for the Time Eater! Before anyone had a chance to react, the rainbow shot through the Time Eater's core, completely shattering it! "What?!" Eggman exclaimed.

Applejack grinned, "You wanted to see the power of the Elements of Harmony, Eggman? Well, you just got it!"

Twilight said, "And that's not just the Elements of Harmony. The power of the Chaos Emeralds is there too!"

While looking back at the Rainbow of Light as it suddenly began to curve upwards, going into a U-turn, Discord exclaimed, "But… But that can't be! Harmony and chaos can't mix!"

Fluttershy spoke, "Oh, but they can, Discord."

Rarity tossed her mane, "If you weren't such a ruffian who could think about somepony other than yourself, perhaps you'd know that!"

As the Rainbow of Light began to arch down towards the Time Eater, Pinkie said, "We're always learning about how chaos and harmony come together! There's no chocolate milk rain, but we still manage to find plenty of chaos of our own!"

Sonic nodded, "Dishonesty, greed, anger, cruelty, disloyalty… together they make up hopelessness and chaos, driving people apart. But honesty, loyalty, laughter, generosity, and kindness come together to form magic and harmony, soothing souls and bringing them back together. They always vary, but when the right combination of chaos and harmony come together, they form… friendship!" Sonic and the Main Six turned to each other and did a high fist/hoof bump at that.

Discord watched in fear as the Rainbow of Light began to shoot straight down at the Time Eater, following the same path the group took. "No…!" The Rainbow then struck the Time Eater dead on in its center, Discord being caught under its colors. "NOOOOOOOOO!" He screamed, already feeling the effects of the Elements of Harmony taking effect.

He wasn't the only one being affected by it; the Time Eater's body was shaking erratically as the power of the Elements of Harmony and the Chaos Emeralds shot into its body, beginning to shake it apart and break apart the remaining bits of machinery attached to it. As a bright light began to shine from within it, rays of the light flowing out as if through cracks in its body, Eggman shouted, "I hate friendship! I hate those ponies! I HATE THAT HEDGEHOG!"

And with that, a sphere of rainbow light erupted from the Time Eater's body, spreading throughout the Center of Time. Sonic and the Main Six shielded their eyes as they were enveloped by it, the light going through the earlier created portal and continuing. It enveloped everyone who had been watching and continued going, spreading to the entrance portal and beyond…

---

It was unknown how much time had passed before Twilight opened her eyes again and looked around. She was still in her Super form, but she was now floating in white space, seemingly alone. She couldn't see anything; there was no sign of Ponyville, Canterlot, Appleloosa, the Crystal Empire… she couldn't even tell if she was in the space that Equestria occupied.

Turning around and looking she finally spotted something, or rather someone: Sonic! He was still in his Super form as well, and as she watched, she saw Rainbow Dash and Applejack float into view, both of them Super as well. "Twilight, there ya are! Thank goodness. We're almost all back together," Applejack said in relief.

"Are Rarity, Pinkie, and Fluttershy here as well?" the pseudo-alicorn asked.

Sonic looked off to the side and said, "Well, there's Fluttershy and Rarity coming this way. No sign of Pinkie, though…"

Suddenly, the now-red party pony popped up behind Sonic, exclaiming, "Whee! That was fun, wasn't it?!"

Rainbow flew over to her and said, "Aw yeah, you bet it was, Pinkie!" The two bumped hooves together.

Rarity and Fluttershy reached the group and stopped in midair, Rarity saying, "I must admit, that was quite a blast."

Fluttershy nodded, "Oh yes. I had… fun? Yes, I think that's correct. And maybe I was a LITTLE scared too."

Applejack said, "Well, don't you worry, Fluttershy. We done showed that Eggman and Discord whose boss!"

Twilight smiled at that, but then her natural curiosity came back and she asked, "But… if we stopped the Time Eater, why are we back here? What's going on?" Everybody else seemed to be confused about that part too.

Sonic noticed something out of the corner of his eye down to his left and turned to look. "Hey, look," he said, the girls turning to look as well. Down below them, they saw a purplish-black cloud with a scary-looking face in the center. "It's the Time Eater, without Eggman's modifications," Sonic commented. They watched it, wondering what it was going to do.

Suddenly, a white light erupted from behind the Time Eater's cloud. As the group watched, what appeared to be bubbles began to float out from behind it, floating past them. Looking at one of the bubbles, Pinkie saw something beginning to form on its surface, color flowing into it. About a second later, she recognized what it was. "Hey, that's the Crystal Empire!" she exclaimed.

Applejack looked at another bubble and saw a town beginning to take shape on its surface. "And that there's Appleloosa!" she said a moment later.

As they all watched, every place they knew, every place they visited (except for the dark future places; they showed their locations, but their bubbles soon burst after they were released), and locations they didn't see floated past them into the white space before vanishing. One bubble caught Sonic's attention. It showed an island from his world, an island that, although he had not been back to in years, still held a spot in his memory.

"Isn't that… Christmas Island?" he wondered. He didn't get a chance to wonder much longer as light began to shine from the Time Eater once again, grabbing everyone's attention.

As they looked at it, the white light behind it began to emanate from inside of its body, much like when it appeared above Ponyville, but it seemed different this time. It seemed like the light was beginning to swallow it, yet as it vanished, it appeared to be spreading out from it as well. And indeed it was; once the light had enveloped the Time Eater, it began to spread out towards the group. As it reached them, Rarity, Fluttershy, and Applejack looked down and saw themselves beginning to fade away into white, vanishing from the white space.

As Rainbow and Pinkie began to fade away next, Sonic and Twilight looked over at each other. They locked eyes as the last two of their friends disappeared and the light spread to them. They began to fade away as well, but they weren't afraid. No matter where it was they were going, they had a feeling all of their friends would be waiting for them there.

As the fading spread up their bodies, Sonic raised his right hand and Twilight raised her left leg, her hoof meeting the palm of Sonic's hand. He closed his hand around it, quietly promising Twilight that she wouldn't be alone.

And then the light reached up to their heads and enveloped them all the way, both of them quietly fading away as both of their worlds were released from the white space they had been drawn into by the Time Eater's power, the white space vanishing as well as their worlds began to reset.

---

Live and Learn!

Hang onto the friendship for tomorrow!

Live and Learn!

At the maximum speed of light!

Live and Learn!

Better now than never!

Live and Learn, friendship is magic here and now!

Uh... heh heh. Excuse me for that. I remember seeing that on a picture of Super Sonic and Super Rainbow Dash (different style) and thought it looked cool. Felt it was appropriate for this final battle.

Anyway, I finally got it finished. If anyone's been watching my DeviantART page, you might know my life's had some ups and downs these past few weeks and, when my writing time wasn't being taken up, I was struggling with my attitude. Near the end of semester, the pressure of studying for finals cut into the time I wanted to spend writing and it wreaked havoc on how I was feeling. I didn't even open this chapter for so long, I almost felt like giving up writing. But, thankfully, I managed to find some strength inside; I got my finals done, passed my classes, and received my Bachelor's Degree. After all that was done, I found my inspiration again and resolved to not give up on this story and let it become another fan project that was abandoned partway through. I'm sorry for how long it took to get up, but I didn't want to give you all a second-rate final battle.

So here it is: the final battle. I hope you all think it's as great for you as it was in my head and when I was writing it out.

Once again, I would like to extend a warm thank you to Super-Rainbow-Dash and GeoNine for saying it was okay for me to use their Super forms for the Main Six. Many of the abilities they used here are based off of their notes and/or stories. I added a few things of my own, but I believe they remain mostly true to what their creators set for them. And of course I would like to thank my beta reader as well for helping me work out most of the dialogue during the fight. Really, thank you all.

Now... let's take a closer look at a few things in this chapter.

Some of the things said at the beginning of the chapter, particularly Eggman's rant and Sonic's response, are based off of dialogue from Issues 229 and 200 from the Archie comics.

The battle with Discord and the Time Eater uses elements from the final fight in both the 3DS and Console/PC versions of "Sonic Generations". When the Main Six are fighting, it's more based off the 3DS version, and Sonic's phase is heavily based off of the Console/PC version. Also, the order that the Main Six take their turns in is the same order that their Elements were revealed during the two-part pilot episode.

Applejack's "Apple Sphere" attack is based off of both the move Aura Sphere from the "Pokémon" series and the Hadoken attack from the "Street Fighter" games.

Fluttershy's "Super Stare" was inspired by the depiction of Super Sonic in Fleetway's "Sonic the Comic".

The batter Pinkie shoots at the Time Eater was also used to trap changelings in the first issue of the FiM comics.

I am currently referring to the last move Rarity uses against Discord as "Diamond Storm".

Here, Rainbow Dash's Super form is pretty much completely based off of how she appeared in one of Super-Rainbow-Dash's stories.

Since there wasn't a lot of information available for Super Twilight's abilities, some of the things she's shown doing here were inspired by the "Zone of the Enders" video game series.

Eggman's reference to using the Elements of Harmony as part of a wrestling costume and the name Discord gives him refer to the "Sonic X" comics, where Eggman did briefly become a wrestler named El Gran Gordo.

When Super Sonic passes through Discord, it's technically a reference to Super Sonic's first appearance in the Archie comics, but it also refers to the 360/PS3 version of "Sonic Unleashed", where Super Sonic is shown being able to pass through one of Perfect Dark Gaia's hands when he moves in to deliver the final blow.

The order that Sonic recovers the Elements of Harmony in is the reverse of the order that the Main Six were given their stories in the micro-series of the FiM comics.

Each of Sonic's alternate Super forms were created due to the interactions of Discord's illusions (or in Nightmare Moon's case, the Dark Forces) with the Chaos energy in Sonic's body and the Elements of Harmony he was holding at the time. While Darkspine Sonic and Sonic the Werehog were near-perfect copies, Excalibur Sonic was incomplete due to the lack of Caliburn and the swords of the Knights of the Round Table. That's why Excalibur Sonic is referred to as "Black Knight Sonic" here.

The appearance of the Dark Forces is a reference to the Nightmare Moon arc in the main FiM comics. Rarity called them "wooshie things" when they took her captive and were attempting to break her.

The symbol under Black Knight Sonic's cape is the same symbol the Shadowbolts had stitched on their uniforms, and the crescent moon on the other side refers to the fact that they were originally created by Nightmare Moon.

The finale of the battle is, again, inspired by both the 3DS and Console/PC versions of "Sonic Generations".

The final scene in the White Space makes three references: first to the scene in "Sonic '06" after Solaris' defeat, when Sonic and Elise see Solaris' true form before being sent back in time, the end of The Subspace Emissary in "Super Smash Bros. Brawl", when all of the areas that were taken by the Subspace Bombs are returned to normal following Tabuu's defeat, and the ending of "Genesis" in the Archie comics, when Sonic and Sally are reaching out to each other as the world fades to white.

For anyone confused about the Christmas Island reference, the Japanese manual for the original "Sonic the Hedgehog" states that game!Sonic was born on Christmas Island.

Well, that's all for now. I hope to see you all again soon!

Music:

Time Eater - www. youtube. com watch?v=l3MdJsu8dGE

No Giving Up - www. youtube. com watch?v=GoTS1Fzvoac

Time Eater Phase 1 (Applejack) - www. youtube. com watch?v=WYZFwPRlQqc

Discord Phase 1 (Fluttershy) - www. youtube. com watch?v=jDMGv3hNMes

Time Eater Phase 2 (Pinkie Pie) - www. youtube. com watch?v=Fd4r6vBx1NA

Discord Phase 2 (Rarity) - www. youtube. com watch?v=0eOMuLsuwQk

Time Eater Phase 3 (Rainbow Dash) - www. youtube. com watch?v=xNh-jNmKWfY

Discord Phase 3 (Twilight Sparkle) and Aftermath - www. youtube. com watch?v=iUvhbQSSSxg

Super Sonic vs. Discord and Time Eater - www. youtube. com watch?v=QXbOjsHDXoc

More Than Chaos - www. youtube. com watch?v=kRAU1CC1Y5E

Heat of the Sun - www. youtube. com watch?v=2wMn0RHM2T0

The Power of Friendship - www. youtube. com watch?v=F7kbwHIO6kM

Reset - www. youtube. com watch?v=zTcGIk-Pfnk