Author

I've seen in the comments that almost NO ONE was happy with my explanation. I'm going to be honest, I don't even believe that the SEGA corporation themselves have an accurate measurement of his speed; we can only imagine how fast he can go. His speed varies in each game. I remember back from Sonic Adventures that he didn't even have a boost system.

As for Rainbow, no one has an accurate measurement on her either, other than she can break the sound barrier with enough effort, or some kind of barrier.

I'm urging readers to stop with this pointless argument. No one is really right, and I'm sure I'm not right either on Sonic's or Rainbow's speed. In this fan fiction, I wanted to give Rainbow a fair chance against him…He'll be able to race her again later in the story; with him completely rested.

Tell you what, I'm going to take that back. Since Sonic didn't have a chance to use the boost yet, he'll be able to use it from here on in, as if he was able to use it the entire time. Forget realism.

And I'm doing everything I can for the typos…Like I said before, I'm not a English major. I know it can be annoying to spot one, but just hang with me.

Just enjoy the fan fiction, don't let this bother you.

---

A scorching fire ball engulfed the giant Space Carrier as it began to rage towards the surface of the planet. Its gigantic wings began to fold inwards; rockets from certain part of the ship began firing at full blast, rotating the ship to its underside. Countless of med bots were rushing to one side of its interior to another, frantically rerouting wires to keep the ship intact. Robotnik was standing in front of a large circular table in a discrete room, flipping a switch under the table to turn on a series of holograms to display the area they were landing. The map it shown displayed every single tree in the area, showing every species of animal and every bit of information about them; life expectancy, habits, even diet and eating habits. This is expected from unit 021, never leaving anything out for its master, even it may be useless.

Unit 021 rolled by him, stiffing its metal body in a salute.

"We are approximately ten thousand miles from contact." It reported, "This ship is more than likely to survive the impact intact."

"Any chance of detection when we cross the atmosphere?" He asked in a little worry.

"Chances are very unlikely." It said, "We are too far away from intelligent life to hear or visually detect us. I must also report of several animals nearby the landing site, perfect to manufacture another army."

"Excellent, I'll order a small group of med bots to scout out right after we land."

Robotnik began glancing at the holographic images in front of him, not necessarily studying the data but more of observing it as art in a picture frame.

"…Can you recall your first objective?" He suddenly asked.

Unit 021 looked up at him, scanning its own memory banks, "Retrieve an animal from Green Hills."

He flipped the table off and looked down on him with his trademarked smile, "It was because of that I was able to build assemble my first army. I still remember our first invasion; which was, well; sadly a failure due to Sonic." He clutched his hands together, but slowly released, "But knowing that I have a chance to become supreme ruler and place myself before all I can see. It's just a matter of time before that blasted hedgehog and his medaling friends finally slip from their winning streak. They may have won many times before, but I only need one, just one victory before I can begin overruling, and that is why I never quitted."

He began walking to a metal door at the end of the room; unit 021 followed right behind him. The door was a good ways off from where they were at; it was such a large room.

"It still fascinates me every day of my grandfather's finding of using animals to construct robotic machinery. Many scientists back on earth worked for decades trying to construct the first intelligent robot that can walk, communicate, and think on its own. It rather funny watching their first robots topple over on their first steps. Of course, Gerald Robotnik, with much hours invested in their pet project, discovered what the robot was missing…A conscience. When he took his pet dog and jammed it into one of their clumsy machines, the robot was walking and talking normally; it was no doubt a success. They despise him of his finding, though; saying it was 'barbaric and cruel' and never put it into practice, but I finally took it to consideration after many failed attempts to create a working and intelligent robot back in my young days…Do you know how many attempts it took me before I created a machinery that works?"

"No, master." It replied, "I was never informed."

He stopped, looking back at it, "…Exactly twenty tries before I used an animal…That's right, you are my first working robot, unit 021."

The robot couldn't feel any kind of emotion, but by gathering visual cues on his face and the tone of his voice, it confirmed a strong expression from him.

"It's my pleasure working by you, Lord Robotnik." It replied.

After a couple minutes of walking, he arrived to the front of the door. When he punched in a long number combination on the lock, the door began moving up, showing nothing more than a dark room until he flipped a switch beside him. The lights flickered on, revealing a giant metallic bird that stood to the very celling of the room, its body as big as a fully grown dragon.

"Have I ever introduced you to my finest creation?" Robotnik asked the little robot.

"No sir."

He began approaching the bird with a serious look, knowing that his machine was far from done. From beak to foot, it was armored, not a single part of its body was left uncovered. Its wings were spread out; more than double the length of its own body. They were small rockets attached to the end of the wing, clearly visible from the front. It hasn't been painted yet, but Robotnik wanted to use different color configuration than the traditional white and red. He was thinking more of black and grey, so it can blend a little during night time.

"I have been working on him for almost a decade since the Perfect Chaos incident. I have exercised all of my skills, recourses, and assembled some of my most advanced mechanical droids to put together what I would call a work of art."

Unit 021 rolled a little closer to it, "Master, I'm sensing no life forms in its interior."

Robotnik began to smile, "That's the tricky thing about this machine. It's operated by a network of supercomputers instead of an animal. It can calculate any combat situation and plan in Nano seconds, much faster than any intelligent life form. Those wings are made from a custom made metal I've devised. It's light enough to lift it off the ground, but several times stronger than diamond; not even a direct blast from a highly compressed bomb can chip it. The metal the body is built of is much like the modifications I've made on you, unit 021; able to change and morph its limbs into any weapon it desires."

The narrow eyes of the machine were giving off a very dim glow, not even bright enough to be seen from afar. Robotnik approached it until he was right underneath the machine, taking a closer inspection of it.

"I've built this thing for one purpose and one purpose only...Initiate Sonic. It can match Sonic's speed at a full sprint, if he doesn't have an emerald of course. There is no way he, or anything else in that matter, can damage this machine. I've reinforced it with so much armor that it makes up fifty percent of its weight. There is also one nifty little feature I decided to it. I have built a special compartment inside its mouth than can harness the power of a Chaos Emerald."

Unit 021 rolled to his side, "What shall you name this unit?"

The ship began to rumble, indicating that they were about to hit land in just a matter of moments.

"…Cyber X."

---

SEVERAL HOURS LATER.

It was bright and early in the Ever Free Forest. Tails was leading the mane 6 as well as his friends through the thick woods. Trees obscured the sun light above them, making the scenery around them dim, but not hard to see. They were walking for almost an half an hour now. Knuckles had a stupid grin on his face the entire time.

"That was some good pie last night." He commented out loud, laying his fists behind his head, "Don't you agree, Applejack?"

"Shudit!" She snapped gritting her teeth, "I'm gone' to hog tie you in horse shoe when we get back."

Tails kept his eyes on his tracking device. It was rather hard for him to decipher which way to go, the signal the device picked up was really weak, and one wrong move towards a direction can throw them off course. Twilight was second ahead of her party, jogging alone behind Tails. She was rather a good distance away from him, but…She wanted to get closer to him, wanted to get a little more information out of him. She judges in herself whether interspecies dating (or more hopefully breeding) is considered either uncommon or improper. What would her friends think if she tried to carry a little conversation with him? Probably nothing; everyone else is already getting along with the other creatures. She picked up her pace, inching closer and closer to him until she was right beside him. She quickly glanced back to see if anybody else was watching her; no one seemed to take notice of her. When she turned her head to him, she slightly blushed.

"So…" She began, "What is it like back in your world?"

He still had his eyes fixed on the machine, almost every brain cell in his head was figuring the numbers on the machine, but just enough off duty to answer questions, "Fine. It can be difficult living in it, but manageable nether less."

She didn't expect such a simple answer, so she kept on asking.

"Is there any other intelligent creatures in your world besides your species?"

"Only one." Tails answered still studying the screen, "The human race. They are the dominate creatures of our world, but our kind cope with it like we are them."

She asked another question, hanging onto every word he's speaking, "Do you have any friends back in your world?"

"Yes." He yet again answered informally, "I used to be picked on when I was little until I became friends with Sonic."

Little did she know that Sonic was walking by him, catching every single word she spoke. He had to keep himself from snickering; he was too sure of her overly friendly approach. She leaned a little closer to him so she can whisper.

"Are you interested in any females back on your planet?"

"No." He simply answered still studying the numbers.

Sonic almost burst our loud laughing. It's too hilarious to see his mind oblivious when it's on a task. Tail's face still had the same blank expression. Twilight decided to push it a little further, still whispering.

"Have you considered it?"

"Well…" He cast his eyes upwards, thinking back for a second then resumed to the screen, "I never thought about it."

The blue hedgehog had to cover his mouth and hit a tree stump near him to keep his childish giggles in. Twilight finally took noticed of him and quickly backed far away from him, face as red as a cute little button. Her assistant, who was walking right beside Rarity, wasn't having much luck either. It was absolutely tough for a baby dragon to relate to a classy mare like miss Rarity. Every time he does says something the conversation dies away after a sentence.

Of course, he couldn't help but to ask Twilight for a mustache and side burns before they set off.

"Now, have you ever considered expanding your business?" He asked gesturing his hands while trying to sound like a sophisticated pony.

It must have failed, because she found his tone to be a little bit ridiculous.

"Well I have, little Spike." She politely answered, "I'm not earning enough to buy ads or anything as such. Ponyvill is too small of a town to really profit, but it's a sure spot to earn a living since I have the only boutique in town."

He continued his little charade for a couple of seconds until Rarity turned her head, and saw Rainbow Dash just hovering along as if SOMEPONY doesn't have anything to do like talk to a certain hedgehog. Rainbow noticed her giving him a stern glair while nodding her head to Sonic's direction. Rainbow grunted loudly and slowly hovered to him. Spike sadly end his conversation when he realized he's not getting anywhere with her…Maybe a full-grown beard might sweep her hooves off.

The cyan Pegasus wasn't in any hurry catching up to Sonic. She just hovered alone side him with a angry look in her eyes, front hooves crossed.

"Sup." She spat out.

He looked towards her direction and beheld a very irritated cyan pegasus.

"Hey." He politely greeted her.

She killed the conversation right there, and it took one nasty look from Rarity for her to keep talking.

"How's your day?" She growled.

It didn't take a psychologist to pick up her mood, "How's yours?" He asked with a smirk.

She stared him dead in the eye, "How do you think I feel babysitting a murderer?"

He sighed, "I didn't try to kill the princesses; I don't know how I can prove that to you."

"Don't try! We all know you're guilty."

He shook his head and walked a little ways until he heard a certain lavender unicorn on his side. He looked over and saw her creeping up on Tails again. Sonic nudged Rainbow on her side.

"What?!" She snapped.

He pointed towards Twilight, "Your friend has been very friendly towards him since the entire trip through here."

She grinned, but made sure he didn't see it, "Really?"

Twilight gave it one more shot at him, aware that his mind is too focused on the machine to really comprehend whatever else is going on. She leaned close to him, almost toughing his face and smiling slyly.

"Do you find mares attractive?"

Rainbow Dash's mouth dropped open in complete amazement when she didn't see any change in Tail's expression, which was still on the screen. She had her hooves on her mouth to keep herself from giggling.

"I always found interspecies dating to be taboo, but I guess I could."

Sonic and Rainbow fell back at this point holding their stomachs, laughing so loudly that it caught everybody else's attention. Twilight teleported to the back of the crowd before anybody or pony saw her, right behind Fluttershy. Tails finally snapped back into reality.

"What just happened?" He asked out loud politely.

Sonic zipped to him in a blue blur, standing right by him with a big grin on his face, "Just a joke somebody told me, don't worry about it."

Tails shrugged his shoulders and turned his head back to the machine. Sonic was about to zip back and for the first time, saw an actual smile on the pegasus's face, even though it's a result from laughing. As soon as she was aware of it, she snorted and quickly turned her head back to the road. Sonic zipped back to her side.

"We should definably race the next chance we get." Sonic suggested to her, "Just you and me."

She just stared ahead, completely ignoring him.

Sonic then gets an idea. He turned his head back to the dirt path, "I guess you admit that I'm faster than you."

She couldn't ignore that no matter who it was, "You've GOT to be joking me! I've took your flank down when you ran like the coward you are!"

"Common, I wouldn't call that fair." He went on, "I was worn out when I warped here."

"Yea, right!" She boasted, "You know you got nothing on me!"

"I'm going to prove you wrong. Tomorrow it is then?" He asked snickering, "I'll even let you pick the place."

Sonic recognized the expression she had when she tackled him; A look of sheer determination.

"You're on!" She yelled, "Tomorrow noon!"

Amy, Fluttershy, and Pinkie Pie were walking at the back of the group, and couldn't help but overhear their conversation.

"My Sonic is totally going to leave her in the dust!" Amy cheered out loud, "no one has ever beaten him in a race, and never will!"

"Hey!" Pinkie quickly argued, "Rainbow Dash can break the color barrier, the COLOR BARRIER! If Dashie can catch him once, she can do it again."

"Hm." Amy snorted, "You've never seen my boyfriend at top speed! He can pull off sonic booms in his sleep."

"Ah, Uh!" Pinkie shook, "Dashie's faster!"

"Sonic!"

"Dashie!"

"Sonic!"

"Dashie!"

"SONIC!"

"DASHIE!"

"SONIC!"

"SONIC!"

"DA-oh, bull crap!" Amy spat.

Pinkie put a hoof on her own chin; puzzled, "Hm…That usually works."

"um…" Fluttershy cautiously chimed in, "c-can you two please stop arguing."

Pinkie bounced in front of her, "Tell her, Fluttershy. Tell her that our Dashie is faster."

"Oh, uh…I-I wouldn't know."

"Common." Pinkie begged, "prettyprettyprettyprettypret typretty please?"

"Please, I-I don't want in on this. They're both fast."

Suddenly they heard some ruffling noises around them. Everyone hushed at once and scanned the nearest bushes or shrubs. Everything was quiet…Too quite.

"Whut was that?" Applejack quietly asked.

Sonic held a finger up to her and trotted around the group, listening very closely to try to hear the sound again. Rainbow Dash decided to fly off the ground to the limbs above, trying to find the source of the noise.

"Darling, do you see anything?" Rarity asked out loud.

After a second Dash's eyes suddenly widen in terror. She flew right back down and plummeted right next to Twilight, startling her.

"Put a shield up, Twilight!" She demanded.

Everyone thought fast and started huddling towards her as close as they can. Twilight was caught off guard.

"What's going on?" She asked frighten.

"Don't ask question, just do it!" Rainbow shouted.

She quickly charged her horn with magic. All of a sudden, a huge creature of steel pounced on them out of nowhere. Her shield was summoned just in time to block it. The Shield knocked the creature backways, and the group got a good glimpse of it. It began to stand on its four legs, its bloody-metallic claws gripping the earth beneath it. Its short and sharp tail whistled behind it, slashing a nearby tree with a crunch from the bark. The very little light that managed to reach the forest floor reflected on the creature's thin coated amour, which glistered grey with a hint of red. The miniature cameras on the creature's eyes dilated as it sneered at its target. Fear swept over them as they stared into those tiny red dots on its eyes.

"Is…Is that a timberwolf?" Fluttershy whimpered while she hunched down to the ground.

Sonic's heart skipped a beat. He recognized its color patterns from anywhere.

"Looks like Eggman decided to bring out the big guns." Knuckles commented taking a fighting stance.

"Wait…I thought Eggman's army was wiped out during the rift." Amy though out loud.

"It's never too late to hire new recruits." Sonic answered.

Before everyone's eyes, a new set of beaming red camera lends appeared behind the darkness of the forest. It stepped out to join with its fellow brother. The second one took its stance as another one appeared from the darkness.

Then the fourth.

Then the fifth.

Then the sixth.

A total of six of those metallic creatures were counted as they began to circle the shield, closing the gap as they approach. Everyone was thinking from the top of their heads, trying to figure out what to do. They know that Twilight can only keep the shield up for so long.

"Sonic, what are we going to do?" Tails asked him privately, fear clearly heard from his voice, "I don't think everybody here ever fought before."

Sonic took one glance behind him and saw Fluttershy shaking like a leaf, little strain of tears pouring down her eyes. Rarity took notice and ran to her side.

"Where going to do the best we can." He answered, "There hasn't been a challenge we couldn't handle."

Amy stepped up to one of the sides of the shield, staring straight up at a robotic timberwolf. Its metal teeth hovered over her, ready to tear her to shreds.

"Everyone pick a target." She cried out while summoning her giant hammer.

Sonic, Knuckles, Applejack, Rainbow Dash, and surprisingly Pinkie Pie took their stance near the shield; each standing under a robotic timberwolf.

"O.K." Knuckles shouted out loud, "Twilight. On the count of three, I want you to burst your shield outward."

"I-I never done that before." She trembled, "The shield might simply disappear if I release my magic."

"You have to try." He grunted punching his fists together, "One!"

Every fighter took a deep breath and held their ground. Spike was on Twilight's back, sick to the very pit of his stomach. He couldn't bear the thought of losing his best friend to one of those monsters. Fighting wasn't really his thing, but if anything was going to try to hurt her, they're going to have to kill him first. He snorted tiny sparks of flame through his nostrils.

"Two!"

Rarity managed to coax Fluttershy long enough for her to stand up and hold her ground. She reminded the timid pony of what was at stake; her friends were on the line. Rarity sworn that she will stand by her side no matter what took place, it didn't matter if she was going to be skinned alive by one of those beast, she's going to fight with her. Out of the corner of her eye, she caught a glimpse of Fluttershy huffing, eyes burning with anger. They stood by each other, ready to face what was coming.

"Three!"

---

At an instant, Twilight shot all of her summoned magic out of her horn. The shield didn't expand like she wanted, but instead gave out a pulse. It wasn't enough to hurt the mechanical beasts outside, but it did knock them back a couple of feet. Knuckles took advantage and dived straight into his designated target. In midair, he pulled his fist back and dived bombed on it. His fist went straight through the machine, but it staggered around and he was forced to jump back before it could slice him with its claws. The creature was back on its four legs, sparks pouring out of its belly but still standing strong. It shift its legs back and leapt straight for knuckles; unfortunately for him it was like seeing a blur. The next thing he knew he was on the ground with the mechanical beast standing right over him, its teeth opening wide and ready to sheer his head. Right before it can lean towards him, a strange blue aura caught it. It was struggling to deal the final blow, but to no avail. He turned his head and saw Rarity's horn glowing, sweat dripping from her head.

"Knuckles, dear, if you would be so kind to BEAT THAT THING TO A PULP BEFORE I LOSE FOCUS!"

He returned his attention to the beast over him and stood right up; giving it a good solid punch to its face. Then he rushed to the side of its body, dealing blow after blow to it. To his amazement, it was still active. Finally, he drew his fist back for the last time and with all of his might, punched its body with a solid boom. Rarity then let go of her magic as the beast was sent flying straight to a tree, hitting it with such an impact that it bend. The creature's beany red eyes slowly faded, signaling its defeat.

Sonic was dodging swipe after swipe as the robotic creature mercilessly attacked him. He was much faster than the robotic timberwolf; just closing in for a homing strike was proving to be a problem. After dodging another swipe, Sonic jumped backwards several feet and began violently spinning on the spot, dust and mud spitting behind him as he picked up speed. He launched at him, nothing was able to hold back his spinning attack.

He couldn't have been more wrong.

The creature somehow managed to calculate his move and swiped his claws at him in perfect timing. The hit sent him flying to a nearby tree. His vision became blurry; the only thing he was able to make out next was a large grey object charging at him. He pushed himself to the side just in time for it to miss, hitting its head on the tree. He regained his sight, and had an open window for an attack. He leaped straight in the air, and with his two feet first, homed on it. It knocked it on its side, exposed for another attack. With a sly grin, he curled into a ball and began spinning violently on the spot. After a couple of seconds, he spun right for him. His spines made contact with the metal and cut right through it without residence. When Sonic uncurled himself and looked back, he smiled. The robotic timberwolf was sawed completely in half, Oil spewing out of its cut open body and mouth.

Applejack waited ever so diligently for the mechanical beast to draw close. It was charging right for her, and she was ready for the little varmint. When it got within a couple of feet from her, she quickly spun around and bucked as hard as she could, hitting it square in the face. It tumbled backwards and hit the ground with a loud thud. It scrambled to stand up, and what Applejack saw almost made her chuckle, its camera like eyes were completely kicked out. It thrashed around violently, swinging and hitting anything that was near him. She readied her rope and lassoed on of its arms, and quickly tied the other end to a tree. She quickly did the same method to the other arm. When she was positive that the rope would hold, she galloped to the side of its face. In one swift motion, she began bucking the side of its head. The creature struggled in place as it felt its head become unattached, but it was hopeless. Applejack repeatedly bucked until she saw sparks flying to her side. With all of her strength, she bucked it one last time. She almost fell back as the object behind her lost its weight. When she turned around, she saw the head of the mechanical beast completely missing.

Amy held her hammer tightly as the beast charged. When it was in striking distance she swung at it, knocking it over to its side. It quickly recovered as it charged again, this time began swiping its metal claws at her. Her hammer gave her a decisive advantage. The creature could home in close enough for its claws to reach her, and every time it did approach her, she would counter its strike. Its body was covered with deep dents, and was staggering in place.

"Not so tough now, are ya!" Amy boasted as she charged with her hammer drawn back.

As she began to home in, the beast suddenly leaned forward and swiped its paws at her. This caught her off guard, and its claws made contact with her hammer. She lost her grip, and the hammer was sent fumbling wildly to the side, landing several feet from where she was at. Without her hammer, she was truly defenseless. Amy tried to sprint for her weapon, but was tackled to the ground by her attacker. It stood over her, ready to crunch her head with its metallic teeth.

Until something ram its side.

The creature was knocked over to its side. Amy saw what knocked it over, and couldn't believe what she was seeing. It was another robotic timberwolf, with Pinkie Pie riding on top of its back. Amy can tell she was having the time of her life.

"WEEEEE!"

The creature was thrashing wildly trying to shake her off. In its fit of rage, it trampled over the robotic timberwolf that was on the ground. Its body was being torn apart by the claws of its partner as it thrashed on top of it. By the time the timberwolf on top moved away, the one underneath was torn to pieces, limbs and head separated from its body. Pinkie continued to ride the poor thing all over the area, hitting trees and rocks along the way trying to knock her off. Finally, it charged head on to a tree to knock her off.

Only to have its head stuck inside.

It tried pulling and wiggling to break free, but to no avail. Pinkie dismounted, with ears flopped down.

"…AWWWWW!" She sighed out loud disappointingly.

Amy, with her hammer recovered, came walking behind it, and pound it on the back; completely crushing it.

"Thanks." Amy said to her huffing, "I owe you one."

"Owe me what?" She asked innocently.

"Uh…You saved my life."

Pinkie cocked her head to one side, "I did?"

Amy just shook her head, "Never mind."

Rainbow Dash charged head on to the last robotic timberwolf at full speed, leaving a rainbow trail behind her. She made full contact with its stomach, knocking it on its back. She dashed backwards to prepare another charge. It stood on its legs before she can reach it and side stepped out of the way. She loss control trying to redirect her path and crashed into a nearby boulder. Aches covered her from head to hoof, even the slightest move she made her muscles strain in agony. The beast was over her, rearing its claws back and ready to strike. She closed her eyes and braced herself for the worst.

Suddenly she felt herself being picked up off the ground; the sound of clanking metal fading away. She slowly opened her eyes and saw her environment in nothing more than a blur. She then felt hands on her back; something was cradling her. In a second later, the carrier put her down. She looked up and was shocked to see who it was…Sonic.

"You're going to be fine." He ensured her, "Nothing's going to harm you while I'm around."

She tried to lunge up and get back into the fight, but just using a single muscle shot pain throughout her body. Sonic stayed right be her, watching on as the mechanical beast was pinned down by Twilight's magic. Tails and Fluttershy took to the air and began a series of kicks on it, landing blow after blow on its body and head. Rainbow wanted to speak to him, but the only thing she can muster was a cough. She can only watch on as her friends finish off the robot with one final kick from Fluttershy. Again, she tried to move, but the pain was too intense. Sonic knelt by her.

"Can you speak?" He asked.

She had to cough a couple of times before she could speak.

"W…Why did you save me?" She whispered, "I'm…The only thing to keep you from…Escaping."

"As long as I find you as a friend." Sonic spoke up to her as she looked on, "Don't ever expect me to leave you."

A small smile crest on her face, which can be clearly seen by her, "You can't seem to take a hint. Can you?"

"Nope." He answered chuckling.

When she saw her friends and the rest of the party approaching them, her smile quickly faded; replaced by a neutral expression. Fluttershy was quick to get to her.

"A-are you O.K. Rainbow Dash?"

She then checked over her body, looking for any signs of serious injury.

"I-I'm fine." Rainbow Answered trying to move again, only to be pin down by muscle pain.

"No-no-no-no-no." Fluttershy begged, "You need to rest. Let me go to me cottage and I'll get some ice packs."

She was gone in a flash. Everyone was watching over her, with the exception of Knuckles who was on the lookout.

"What happened Dash?" Tails asked along with a couple of others.

Rainbow felt her muscles letting up a bit, allowing her to move only slightly.

"Just…Hit a rock." She mumbled out, "It's no big deal."

"You should try to move if you sustain an injury like that." Twilight suggested, "You don't know what kind of condition you're in."

"No, really." Rainbow insisted, "I'm feeling better."

Pain was still present, but fading away by the minute. She was just about to stand until something landed on top of her, putting little ice packs all over her body.

"There, there." Fluttershy mumbled sympathetically, "It's going to be O.K. little one. You're just covered in bo-bos, that's all. Just close your eyes and go to sleep, dream of happier things. No big bad monster is going to get you, not as long as momma-"

She stopped mid-sentence and her face lit up as red as a Christmas tree. She dared herself to glance behind her; everyone was either in shock or doubled back to try not to laugh. Rainbow's eyes were twitching.

"…Get off." She calmly suggested.

"Oh, um…I-I'm sorry. I have a habit to-"

"GET THE HECK OFF OF ME!"

She 'eeped' and jumped off. Rainbow stood firmly on her four legs, in pain but completely forgotten. She gave a stern look to every single soul in her eye sight.

"What happened in this forest stays in this forest! If someone was to as so much as relate to 'that' incident, I will hunt down you down, grab hold of your mouth, and rip you a new one! DO I MAKE MY SELF CLEAR!?"

Everyone slowly nodded their heads yes.

"Good! Tails, grab your device and lead the way. Sooner we get through this, the better."

He did what he was told and ran ahead of the group. After a couple of seconds, everyone was walking again; with the pile of scrap metal behind them. Sonic was the last to follow, quickly checking the robots to make sure they were deactivated. When he was sure, he began to trail behind them. Rainbow began walking backwards to him, checking ahead to make sure no one was looking.

"Uh…" She began to gather her thoughts, "Thank you for saving me…I guess I might have missed judged you."

"It's cool." He answered.

They continued to walk along the way, following behind the group. They were making small talk during the entire trip.

---

Somewhere in Equestia, deep within the steep dark mountains, Shadow was skidding along a series of mountain edges, searching left and right for the Changeling's dwelling. After several minutes, he came to a cliff overlooking a large gorge on a side of a mountain. He saw a handful of dark ponies flying in and out of the little cracks surrounding it. He felt a weird vibe coming from that gaping hole on the mountain. This has to be it; it was exactly as Discord described it.

This shouldn't be a problem. He thought harvesting the two emeralds imbedded in him.

Suddenly, a blinding flash of light ignited behind him, stopping him from jumping off the cliff. He quickly turned around, to find his vision still obscured by the light emitting in front of him. He can barely make out a human slowly approaching him.

"Shadow." A feminine voice called to him.

That sounded like…No, it couldn't be.

"Maria?" He called to the light.

Slowly, the light around her began to fade. Shadow began to slowly back away when his suspensions were confirmed.

"It's me." She answered him, her voice lightly echoing.

She was exactly he remembered her. Her fixed blonde hair was swaying just slightly with the strong gust of wind.

"W-what are you doing here?" He asked shaking, "I thought-"

"Destiny has a strange way of completing its circle." She interrupted.

He stopped right where he stood, no longer backing away from her. She began to walk towards him until she was just a couple of feet away from him.

"Do you remember what I've told you?" She asked sweetly.

He couldn't even look her in the eye, "…To use my powers for the greater good of society."

She gently embraced him, "Others may have seen you as a cold blooded monster, but I always found you to be my only comforter. You are an inspiration to me and to everybody in heaven."

Little did Shadow know that Discord was resting on a dark cloud way above him, gently pulling and moving the strings that were controlling the puppet below him. He couldn't help but suppress a giggle.

Shadow closed his eyes, feeling every inch of her touch, "I thought I will never see you again."

Light began to emit from her as she began to slowly disappear, "…Become what you was made to do."

Slowly, her touch became less and less apparent…Then nothing was there as all.

Shadow just stood there; thinking it was some sort of delusion or something of the paranormal. Whatever it was, it made him suppress a tear. Discord popped right beside him, as if he was just dropping in.

"Oh, Shadow." He asked sympathetically, hiding his giggles, "Why so blue?"

Shadow shook his head and looked onto the colony below him, eyes narrowed, "Nothing at all."

Discord summoned a tissue box on his paw and offered it to him, "Hiding your emotions can't be good for you."

Shadow snorted and knocked the box away, "It's none of your concern."

A changeling far below them was making its route around the hive, on the lookout for any possible intruders. With nothing in sight, it retreated back into one of the holes.

"Where's their ruler at?" He asked in his trademarked tone.

"Deep within the hive, my dear friend." Discord answered snapping his fingers.

Shadow suddenly found himself within their hive, suspended in midair by Discord's magic. Changelings were flying and walking all over the cave floor, as if preparing for war. They were at the very top of the cave, too dark for any of the ponies below to spot them.

"These ponies are scheduled to attack Canterlot in just a few hours." He lied, knowing they were planning to attack Dr. Robotnik's newly formed base, "It'll be just a pity for you to take on three Alicorns at once."

"They should be nothing." Shadow grunted, "Nothing can compare to the power of a Chaos Emerald."

"Oh, I know that." He giggled, "But why should I let you waist your energy on them, where's the fun in that?"

Shadow rolled his eyes, "What do you have in mind?"

Discord reached out his paw through a little crack of the celling and pulled out the most sinister device he has ever held.

A little pebble, just big enough to be held with two fingers.

Shadow looked on him with eyes telling the draconequus 'are you crazy?'

A baseball hat appeared on Discord's head. With his tongue sticking slightly to the side, he aimed for one of the changelings. When he was ready, he thumped the pebble to the unexpected pony, who was just minding its own business. The pebble thumped right on its flank. With an angry snarl, it turned around and found a pony just right behind it.

"Hey! You got a problem, you perve!" It shouted.

The other pony was very confused of the situation, "Perve?"

"Yea!" It shouted louder, "You spanked my flank!"

"Span- What are you talking about? Why would I spank your flank?"

"What do you think, you disgusting filly fooler!."

"Filly fooler?!" The other screamed, "We don't even have a gender!"

"Whatever, you tend to your business and I'll tend to mine!"

The 'victim' snorted and turned back around. After a second, Discord grabbed another pebble and hit it again…A little softer this time.

"YOU LITTLE-"

A fight broke out between the two, casting small energy shots and beams at each other. One of the beams bounced off on of the walls and struck a bypassing changeling. Before Shadow knew it, every pony below him was fighting among themselves. One changeling was sent flying beside the two intruders and smacked against the wall, knocked out cold.

"Way to conserve your resources." Shadow lightly chuckled.

"Oh stop. I'm blushing." He giggled, "Now, the queen's dwelling is just behind that door. Just take a left after passing two chambers. Her door is heavily decorated with skulls and bones, you can't miss it."

His hands began glowing, "I know how to navigate."

At that, Shadow disappeared in a quick flash of light.

---

After navigating through the hive, Shadow quickly found the door leading to the queen's chamber. As Discord depicted, the door had spears sticking out with skulls of fallen ponies on them. The sides were decorated with bones, and just to give it a little more horror; a little speck of dried blood on the floor.

I've seen worst, Shadow thought.

He stepped back, took a deep breath, and charged straight at the door with lightning speed. The double doors swung opened violent, almost knocked out of the wall. With one hand on the ground, he looked up. Queen Chrysalis was on her thrown, sitting comfortably with two changelings beside her. Something about her was out of place though; black smoke was emitting from her back, as if she was decaying.

"Funny." She spoke coughing, "I don't remember inviting you into my colony."

"You didn't." He bluntly answered, the emeralds inside him empowering him.

She eyes suddenly widen when she realized who he was, "If I'm not mistaken, I've seen you on the papers. Funny stunt you did on that no good corpse if you ask me."

Shadow summoned a chaos sphere in his hand, "You don't look so good."

"Just a little sick." She simply answered, her two changelings crouching towards him, "I'm afraid you came at a bad time."

At that, the two changelings charged at him. Shadow teleported behind one and stabbed it in the back, it only had a short time to scream before it was stabbed again, killing it. The changeling disappeared in a puff of black and green smoke. The other changeling charged straight at him; Shadow stood there until it came within reaching distance. When close, he simply grabbed it from the horn and lift it to expose its neck. With his spear, he sliced its throat and threw it on the ground; quickly dispersing in a puff of smoke. Without a second to spare, he turned tails and hurled a chaos sphere towards the throne. Chrysalis teleported before it could hit her and reappeared several feet from him.

"You have some nerves challenging an Alicorn." She growled lowering her horn, hole-covered wings spreading apart.

Shadow began floating in midair, "Bring it."

She fired a green lightning volt at him. He teleported and reappeared to her side, a chaos spear ready to stab her. She quickly charged her horn with magic and emitted a violent pulse; sending him flying. He landed on his two feet facing her, skiing towards her. She took flight and aimed her horn at him, summoning a ring of flames around him. Before he had time to react, a green shield covered him. He chunked a chaos spear to try to burst it, but it simply bounced off.

"You've made a grim mistake coming here." She hissed, with the black smoke emitting from her back becoming more intense, "I think you'll make a fine addition to my trophies outside. Instead of just finishing you, I think I'm going to take my sweet time. It's been a while since the last time I had fun with my prey."

She charged her horn with more magic, focusing it on the shield. This is what she does to knock any intruder out before dragging the victim to the interrogation room, building heat inside the shield until the pony inside passes out. A handful of powerful unicorns have dared to challenge her. They may have located her hive, may have taken out her army and maybe take out her top guards, but this one part no one has never managed to survive through. The shield is virtually indestructible, even the most powerful wizards can't even crack it. She was laughing hysterically; realizing that she will be able to save herself by first feeding off his love to survive a little longer before beginning another invasion. This was simply too precious! She may be in a weaken state, but never weak enough to cook a helpless hedgehog.

Suddenly, she felt a strong energy emitting from the shield. It's surely not her magic, but it was something else, and it was getting more intense by each second. Right before her, her impenetrable shield began to crack along the sides; she could not believe what was happening.

"Th-that's impossible! No magic can crack that shield!"

The shield continued to crack alone the edges, spreading widely. In a green flash of light, the shield burst open like glass. Fragments stood around her hooves as the smoke in front of her cleared. The hedgehog was missing. She frantically looked around her, trying to relocate her target. Suddenly, a flash emitted to her side. Before she had time to react, she felt a powerful blast hitting her side; it sent her flying several feet before landing violently on the ground. Her energy was depleting by the second, that blast was potent enough to severally injure her. She saw her attacker calmly walking toward her, with a strange energy shard in his hand. She fired a fire ball at him in a desperate attempt, but he knocked it away like it was nothing. When he stood above her, he stabbed her near her neck; Green smoke and blood gushing outward. He brought it on her again, stabbing the other side of her neck. To his surprise, she began laughing.

"Congratulations." She coughed, "It took exactly twenty centuries for my death to come to pass…Who would have known it would have been at the hands of a weakling."

He stabbed her again; black smoke now just flowing out of her entire body. She continued to laugh, "My…Army should be here…Any moment…To bad you won't…Make it out of here alive."

He brought the spear up and stabbed her again.

Then again

Then again

Then again

Then again.

She closed her eyes and her head was brought to the floor with a soft thump. Smoke continued to pour out of her as shadow began to back away from her, confident she was finished. Her body slowly began to fade with the smoke.

Then within moments there was no body at all.

The smoke above him disappeared the same time she did. Shadow turned around, his entire view was obscured by countless of changelings; looking on in complete shock to see their ruler killed.

"You…"A changeling spoke up choking, "You killed our mother."

The two emeralds in him began to power him again. They felt his immense power, but that can never compare as seeing their mother gone.

"YOU ARE GOING TO DIE FOR THIS!" They shouted.

At once, they charged at him. Shadow floated in midair, gathering every inch of power the two emeralds can give him.

"CHAOS CONTROL!"

The next thing the creatures heard was the sound of a cave in. A blinding white light engulfed them every changeling in the hive…Every thing in the hive, exempt for Shadow, ceased to exist.

---

AUTHOR'S NOTES

Eight thousand words…EIGHT THOUSAND WORDS to complete this chapter!

I tell ya, as much as everyone likes to read a long chapter, it takes a lot out of me. Still, it's for everyone enjoyment. I hope I have pleased you well.

And about the poles…I only have three votes right now, and I need a lot more than that. Show some enthusiasm here readers!

Because the length of this chapter, I was barely able to meet the deadline. I want to pose another chapter before the holidays, so I'm going to say next Saturday. December 22. I know that's a long time, but I have other stuff going on. I have something I need to write for my church, I need to get back to my drawing practices, I need to get back to work with my Novel I'm trying to write…A lot of stuff on my hands readers.

Also, just to throw this on here. For those who have DISH Network, tune in to channel 102; you should fine a channel called BLOCK. Check the schedule ahead of time before the holidays are up. You will find something I know every brony will enjoy…Something like a My Little Pony Christmas special! I haven't even seen it on the HUB yet. If you don't have DISH; I'm pretty sure it's on YouTube somewhere.

Any please leave a comment before you leave…I need to hear your words. If you have the heart, follow this story, or better yet favorite it! Give me a little something for the holidays.

Well, see ya! I'm going to gourge on some hot chocolate!

From Equestia with love

Harry

(metaphorically speaking because the place doesn't exist and…Know what? You should be smart enough to get it.)

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Next time on When Chaos Stirs

It's wing against foot, wielder of chaos vs. element of harmony. Sonic and Rainbow will come face to face to see who is the ultimate speeder.

Also

Shadow has an unexpected encounter with the goddess of the moon…Who will come out on top?

Follow to find out!