Sonic, Knuckles, Blaze, and Silver suddenly sensed Shadow growing in power with a shocked look on their faces.

Tails: What's wrong guys?

Amy: Yeah don't leave us in the dark, what's happening?

Knuckles: It's Shadow.

Cadence: Is he alright?

Silver: Yeah but it feels like he getting stronger.

Blaze: But this is different.

Scootaloo: So he making himself stronger?

Cadence: It would appear so.

Rouge: I know what he is doing. Isn't that right Omega?

Omega: Correct. Shadow is transforming into his new form.

Everyone (except Rouge and Omega): WHAT?!

Applebloom: New form?

Rouge: That's right. He was saving this for Sonic but if he doing it now then he means business.

Sonic: Well glad to know it won't be used on me.

Applejack: So just how powerful is Shadow?

Starswirl: Shadow has many abilities that he has yet to unlock. If he trained himself properly he could become the strongest being alive.

Flash: Whoa I didn't know he was that powerful.

Amy: You should see Sonic in action he just as good as Shadow.

Tails: Hey Omega you can read Shadow's power level right?

Rouge: Sure he can, Omega do your thing.

Omega: Begin scanning.(scanning) Scan complete.

Amy: So how strong is he now?

Omega: Shadow's power has double than what it was before and still rising.

Knuckles: No way that can't be right that.

Sonic: Well Shadow isn't called the Ultimate Life form for nothing you know.

Twilight (smiling) Indeed.

Spike: Wow Twilight your boyfriend sure is awesome

Mobians: BOYFRIEND?!

Ponies: Spike!

Spike (nervously) Hehehe, sorry.

Sonic: What did he mean by that?

Rainbow: Twilight here kinda has a thing for Shadow.

Twilight (blushing) Rainbow.

Rarity: You don't need to be ashamed of your feelings.

Luna: I think should focus on the fight for now and talk about that later. Plus I'm really trying to concentrate.

Sunset: She's right, I think we should be rooting and cheering for Shadow.

Sonic: Yeah hey Silver let's send some of our energy to Shadow.

Silver: Sounds like a plan, let's do it.

Sonic and Silver closed their eyes and raised the hands up sending their energy to Shadow.

Appleboom: What are they doing?

Knuckles: They're sending Shadow some of their energy.

Fluttershy: They're supporting their friend like we do.

Rarity: That's right with the power of friendship we can't lose.

Shining: So let's cheer him on!

Cadence: Great idea Armor.

Flash: You got this Shadow!

Rainbow: Come on Shad, Kick this guys butt!

Mac: We're here for ya Shadow.

Cheese: Eeyup to that.

CMC: COME ON SHADOW!

Twilight: You can do it Shadow. I believe in you.

Everyone has cheering for Shadow but Celestia was watching with a concerned look on her face. And Starswirl took notice of this.

Starswirl: You see it too. Don't you Celestia?

Celestia: Yes I do. Shadow is powerful this is true. But why is Mephiles allowing him to get stronger?

Starswirl: I have a bad feeling about.

-Back to Shadow and Mephiles. Shadow was powering up with sparks around and a red aura.

Mephiles: So you have gotten stronger over the years.

-Shadow still continued to powering up growling and screaming as he powered up. He then felt another energy source flowing through his body.

Shadow (thinking) What the..? This energy, it feels like...Sonic? Silver? But how they get here.

Shadow then let out a powerful scream charged up his powers and was covered in a crimson aura. A red blinding light shined brightly around the area. The heroes were blind through the screen where they were watching.

Mephiles: That's Shadow show me the true power of Chaos.

-Back to the Mobians and Ponies.

Sonic: No way.

Everyone looked and gasp at the screen. Shadow floated in the air in his new. His black fur was now crimson red and his red streaks were now whitish gold and his eyes were whitish old as well

Mephiles (In thought) Time to out to put the rest of the plan into action.

-Mephiles then closed his eyes.

Mephiles (telepathically) Chrysalis. Sombra. Can you hear me?

-Back in the Changelings lair.

Chrysalis: Yes we hear you Mephiles.

Sombra: Is it time for next of the plan?

Mephiles (telepathically) Yes it is time. Take some changelings and go get the young Alicorn princess you desired.

Sombra: And her friends?

Mephiles (telepathically) Do as you wish with them. I'll keep Shadow busy.

Chrysalis: Commander!

A large group of changelings landed in front of her.

Changeling Commander: Yes my queen?

Chrysalis: Take your elite squad and assist Sombra in capturing Princess Twilight Sparkle.

Commander: As you my queen.

Sombra: I hope these changelings will put up more of a fight than the ones back in the kingdom did.

Chrysalis: I can assure you these are my elite warriors, they'll do their part.

Sombra: We shall see.

-Sombra opens a portal into the castle where the heroes were.

Sombra: Stay to the shadows and disguise yourselves as guards. We will attack when the opportunity arrives.

Commander: Yes Lord Sombra. Changelings move out!

-The changeling flew into the portal.

Sombra: This is going to be fun.

-Goes into portal. Back to the heroes.

Sonic: So that's his new form.

Knuckles: I didn't think anyone could get power like that without the emeralds.

Cadence: Looks like Shadow can.

Rainbow: Aw yeah. Shadow got this.

Scootaloo: Yeah that Mephiles doesn't stand a chance.

Shining: I agree.

Blaze: I will say this new form is impressive but this Mephiles could still be hiding his true power.

Sunset: Yeah I have to agree with Blaze. I mean at him, Mephiles doesn't even seem worried about this.

Applejack: Maybe, but don't you remember what he was able to do as a pony he's got this.

Spike: That's true was strong.

Tails: Wait. Shadow was a what?

Twilight: It's a long story.

Spike: Yup he can turn into a pony anything.

Knuckles(chuckles) He can turn into pony?

Rarity: It was to blend in Equestria.

Sonic: Oh I can't wait to see that.

Amy: I bet he was adorable as a pony.

Scootaloo: Shhh! I want to watch the fight.

Soarin: I agree with the kid.

Flash: Same here. I we should pay attention to the fight.

Shining Armor: Yeah we should.

Everyone: Ok.

-Rouge looks at Twilight and walks over to her.

Rouge: It's Twilight right?

Twilight: Yes and you must be Rouge. Shadow told me about you.

Rouge: Good to know. Hey is it ok if we talk in private? I want to ask you something.

Twilight: Sure.

-Rouge and Twilight started walking away and the others took notice.

Shining: We are you two going?

Rouge: Girl talk we'll be back in a sec.

Celestia: Don't be gone too long we need to stay together ok.

Rouge: Understood, brb.

-Walks down the hall away from the other.

Cadence: What was that about?

Silver: I don't know.

Amy: Guess Rouge wanted to talk Twilight about something.

Knuckles: Probably to know where the nearest jewelry stores.

Tails: I'm sure that's not it. Maybe she's just curious about this world.

Sonic: True. We did just get here.

Cadence: Well maybe after this is all over we could show you all around.

Amy: Cool.

Rainbow: Maybe we could have a little race too.

Sonic: You're on.

Applejack: Great now we got two Dashes.

-As they were talking, a couple royal guards came in the room but suddenly their eyes started glowing green and they had sinister grins.

Changeling (in disguise) why don't we attack now?

Commander (in disguise) Patience brother, you'll get your chance.

Changeling 2(as guard) Looks like that hedgehog has friends.

Changelings (as guard) And the Princesses are here too.

Commander ( as guard) So it would seem. This is going to be fun.

-With Rouge and Twilight in the Hallway.

Rouge: I'm sorry to pull you away from the others, and I know we should be watching to see if Shadow is ok but I just wanted to talk to you first.

Twilight: what is it you wanted to talk about?

Rouge: Well I wanted to ask you something?

Twilight: About?

Rouge: How do you feel about Shadow?

Twilight (blushing) Oh well... I.

Rouge starts giggling.

Rouge: It's ok hun, I see that you like him.

Twilight: Yeah I do. I think he's a amazing person.

Rouge: Well he can be very stubborn sometimes but he really is a good guy. He's act like a bad boy to hide the fact he's a big sweetheart.

Twilight: Well when first met Mephiles he told about Shadow's past. Is it true that he did horrible things?

Rouge: Well I don't know exactly what you were told but I think you should know Shadow's full story but I have to warn ya it ain't all rainbows and sunshine.

Twilight: I understand.

Rouge: Ok, let's start from the beginning.

-Rouge told Twilight everything that she wanted to know, but they were unaware they in the shadows they were being watched by Sombra.

Sombra: Hmmm this should be interesting. (Laughs evilly)

-Back with Shadow and Mephiles.

Mephiles: So finally

Shadow: Sorry to keep you waiting.

Mephiles: It's fine by me. I wanted to see what this power of yours. But from here I'm not holding back anymore.

Shadow: Then let's get this started, CHAOS BOOST!

(Shadow powers up)

Mephiles: Chaos -what? (*grunts*)

Shadow punches Mephiles into the air, flies after him, kicking him further back, then fires another chaos spear, which nearly knocks Mephiles to the ground.

Rainbow: This is…

CMC: AWESOME!

Sonic: Look at Shadow go.

Knuckles: His speed and strength is incredible. But I bet he's still not as strong as me.

Blaze: Well let's just see.

Silver: Man I hate stand here doing nothing.

Shining: Same here.

Soarin: I want to fight so badly.

Shadow then lands to the ground and fires a large volley of chaos spears at Mephiles.

Mephiles: I don't think so.

Mephiles uses his super-speed to evade all of them, and then suddenly strikes Shadow, stunning him. He then proceeds to deliver a large flurry of blows to the dazed Shadow before his final strike sends Shadow crashing into multiples trees and giant rocks.

Celestia: Oh no.

Spike: Shadow!

Scootaloo: Where is he?

Applebloom: I don't see him.

Sweetie Belle: I hope he's ok.

Sonic (growls) I can't take it anymore, I'm going.

-Starts heading towards the door.

Amy: Sonic!

Tails: Waits for us!

Knuckles: Bout time.

Blaze: Let's go Silver.

Silver: Right behind you,

Flash: We're coming too.

Male ponies: Yeah!

The others catch up to Sonic and are about to exit the room but Starswirl uses his magic to close the door.

Sonic: What the heck?! Why'd it close?

Starswirl: I closed it.

Celestia: Why Starswirl?

Starswirl: This is Shadow's fight not theirs at least not now.

Soarin: Are you serious?

Shining: Yeah this is our fight as much as it is Shadow's.

Amy: Yeah don't be a jerk!

Starswirl: Silence! You 5 Stallions were chosen and granted the powers of the chaos emeralds for a reason but that time isn't now.

Flash: What? Are you talking about?

Starswirl: All six of you, including Shadow, are meant to become the Elements of Chaos.

Cadence: Elements of Chaos?

Celestia: Starswirl I don't understand.

Luna: I would also like to know the meaning of all this.

Starswirl: It is time to explain why everything is happening.

-Luna stops projecting the magic screen.

Luna(takes a breathe) Well I think we should stop watching for now. I don't want to waste my magic.

Starswirl: Now let's begin the story.

Pinkie/Cheese Sandwich: YAY STORYTIME!