The Penultimate chapter of this arc. I'm going to try and finish it the next chapter so we can finally get to the real meat of season three which I know most of you have been waiting for. The Monster Reborn!

Equestrian Heroes

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Naruto x Rarity x Twilight x Fluttershy x Applejack x Pinkie Pie x Rainbow Dash x Ditzy x Luna x ? x ?

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For Normal Speech

Inner thoughts, Text read, Italics used to represent characters speaking in different language.

Demonic rage, Demonic characters, Kurama Speak

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Story Start

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"I see now, you went as far as allowed yourself to be enslaved by Kaguya's will?" He questioned as chakra rolled off the Overlord in waves.

"I would never allow myself to be enslaved!" The Overlord's forehead split revealing a third eye. "Its with this power I'll carve forth a new future!" With that he used the Underworld Slope Hill to instantly retrieve and bring the other three gems into place.

The very infrastructure of the ship began to glow as the Overlord began absorbing enormous amounts of power. "This is where it ends."

The power contained within the three gems ready coursing throughout his body. Thunder and clouds were beckon forth. Darkness reigning all around, only cast off the libidinous blue, green, and red lights erupting from the Overlord. The wind around them howled fiercely.

A fierce vortex engulfed the entire vessel. His power shot up before crashing back down like a bolt.

The explosion ripped through the shell, shattering it's metallic casing into fragments. Flames, coupled with shards of flaming metal shot into the sly, bellowing pillars of smoke following closely behind. The remains began encircling the smoldering remains of the tower like a cyclone.

Pieces began flying together, contacting, merging, becoming one, connecting with the whole bulk, increasing it's size.

All the while this was going on Naruto had gone into Six Paths Sage Mode.

"I know this is confusing for you all, but we literally have no time to go over the specifics. There are things you need to know before you go into this fight so you'll hold nothing back."

With the bearers having been healed and regaining consciousness they came face to face with a future version of Twilight. Normally the Twilight that belonged to the present would have gone into a barrage of questioning, but the current situation was far too serious for her to be so simply sidetracked.

"The Overlord is not just some random conqueror. He is, a future possibility of our lover Naruto." The revelation by the future Twilight invoked emotions.

Disbelief and confusion being the biggest ones.

"T-That's...that's insane! N-Naruto would never...!" Fluttershy instantly slipped into denial. Not wanting to believe such a thing could be possible.

"No! No way would he do this. Would he betray us all!" Rainbow of course latched onto anger.

"He...he has to be confused! Some varmint put a spell on him or something!" Applejack wanted to bargain away the reality set before her. It went against nearly everything Naruto was to betray his loved ones like that.

At the core despite their reactions they were all rooted in disbelief.

Celestia did not blame them. She was still coming to grips about the fact that such a possibility was down the road of possibilities for her cherished blond, but he was the real deal. She could sense it, from the very depths of her soul.

This was when Rarity softly asked,"How? What happened to Equestria? To us that such a thing could happen." She had a fair good idea on what happened, but she needed to hear it. There was no way in good conscious that if the version of her from the Overlord's still alive she would stand by and let her lover go down the path of madness.

Future Twilight inhaled sharply as she made to speak. Her eyes slightly became misty as she began recalling the circumstances of her dark future. She...she hated thinking back to those dark days. The days where her life started to fall apart.

"It was...it was all thanks to that monster...Strife!" The venomous hatred and utter look of loathing from future Twilight not only unnerved Celestia but caused the present Twilight's heart to skip a beat. "That monstrosity otherwise known as Discord's son."

That was a revelation that surprised Celestia and Luna. It was a worry they never had considered that the god of chaos would have progeny.

"He organized some of the commanders who used to follow his father along with other entities. Among the worst of the worst was Dainn and the Cairobu. Those monsters either slaughtered or brainwashed the males of our nation then enslaved the females treated them as nothing more then servants and whores for their sick sexual desires." She could see how unnerved and horrified they were, but she was just scratching the surface. "Our nation, our way of life was essentially destroyed and one by one our lives were destroyed. " Her voice began to waver, "We tried...we tried to fight back, but Strife was nothing like his father. He had nothing to hold him back, but his sheer desire for war and conflict. And as we tried to fight back one by one we fell. The only ones among us bearers alive are the ones that came back. Please...please don't ask beyond that." She pleaded in a barely audible voice. She didn't want to remember the details. She didn't want to remember the details of their deaths.

"Twilight Sparkle, we will not ask for such details because such circumstances will never come close to pass." Luna ensured her as she walked over and placed a comforting wing around the mare with the attempt to calm her down. "But there is more we need to know. Like his powers and what he plans on doing. "

"Right," Future Twilight cleared her throat. "Na...the Overlord wields the power of several ancient relics that were held by the species of each of our nations. While most of them are used as power sources for his flagship he uses one in particular. The Four stones of great power from the fifth continent south east of us. The Warstone, granter of extraordinary power and future sight. The Spirit stone, which can generate powerful barriers and gives the user great spiritual power. The Tech stone allowing mastery over technology and the Soul stone, granting its user power to influence one's soul and the afterlife. Together all four are a terrifying power to overcome."

"But not enough. We stopped him in the midst of a ritual he was trying to do with the Elements of Harmony. For whatever reason the power he has now is not enough." The present Twilight noted.

"Indeed. Against the likes of a reality warper who knows how to be creative that power is not enough. He has become so consumed with preventing the future we came from he has lost himself. This is why I ask of you all. Please help me stop him before the stallion I once knew is completely gone."

The Monster Reborn!

The devastation unleashed from Naruto's Six Paths: Ultra-Big Ball Rasenshuriken cleared the landscape of magma and iron sand remains. His overlord counterpart had used his blade as the focal point of unleashing his power as he continue his transformation, but at the price of another one of his gems taking the brunt of the attack and shattering. The spirit gem was no more.

"ThiS ISnT OveR NoT By a LonG SHOT!" He roared as he unleashed a wave of red energy the size of a Bijuudama.

Before Naruto could react a bubble formed around him and a shield appeared before him taking the brunt of the attack that exploded around him. Even before he felt the connection flickered to life he already knew they were there.

'You didn't think we let you fight the big bad on you're on did you?'

"Rainbow." He couldn't help but softly grin at this.

One by one each of the armored bearers dropped by Naruto's side. Fluttershy erected another barrier to shield them as waves of energy repeatedly lashed out from the Overlord. "You're all okay." He noted, relieved that they recovered so quickly from their fight. "Do you...?" He wondered did they know what they were up against?

"Future Twilight told us beloved." Rarity grasped his hand. "We can no more blame you for Overlord then you would be of Radiance or Luna of Nightmare Moon."

"We're going to do what we always do." Rainbow said as she readied her blades.

"We're going to protect our home." Pinkie Added.

"Our friends and family." Applejack noted.

"We will do whatever it takes to bring Harmony." Fluttershy included.

"And that means all of us fighting together against any threat." Twilight finished.

Naruto was tossed his element by Twilight's future counterpart.

The intensifying waves of energy unleashed one big final burst intense enough to cause Fluttershy's protection to waver and shatter from the force which sent the group flying back several feet.

Mass amounts of metallic machinery and weapons erupted from the surface of the ship and began swarming around the Overlord until a blinding flash occurred blocking their vision and signifying the next step of his evolution.

Suddenly it was over. A bellowing cloud of steam went up like a vial, cloaking whatever lay beyond from sight. Whatever had happened, it was very quiet.

Naruto looked straight ahead, trying to catch some glimpse of his counterpart. Something however, alerted him to a presence and his gaze shot upwards, to a towering shadow overlooking them all.

The smoke cleared and all was revealed.

This new being was titanic, casting a shadow over them all. Its massive metallic wings blanketed them in its shadows. From his hands the spiked nails were easily several times the size of their bodies. And encompassing his body was covered in thick silver armor, each plate at least a good foot or two thick.

But what struck Naruto the most where the eyes. They were those same eyes his reflection had from the water of truth plus an all too familiar third eye resting on his forehead. This shiny metallic form was sleek and powerfully build like the dragon's of his previous home world's lore.

Directly at it's center, was a curved dome made up of shaped strands of segmented metal, inside were not only the two remaining gems, but what looked like a scepter and other artifacts.

The new being. The new overlord reared his head back and screamed, a beam of energy erupted from his jaws casting a blinding flash of light out in every direction for miles.

The Overlord turn his attention downwards before firing a beam that piece through the side of the ship. The group watched in horror as the beam bore directly into a section of Canterlot obliterating several buildings. What bits weren't vaporized crumbled to the ground in a bellowing cloud of dust.

'What the hell is his problem? I thought he wanted to protect Equestria in his own twisted way. What's he doing attacking the city?' Rainbow questioned angrily.

'The damn fool. He went as far as summoning Kaguya and draining her chakra. He's been tainted by her will. I wonder why he wasn't using chakra against me and now it's become apparent. We have to take him out now before he ends up destroying everything.'

With that they gave charge. Pelting the Overlord with their attacks. The magical blasts seemed to do little but irritate and push him back as the others drew in closer for physical attacks.

Leaping up along side the massive tower that served as a transport hub, Naruto, Pinkie, and Applejack scaled up the tower. Dodging the first of the metallic fighter's swipes they launched themselves from the tower and hit him with their strongest physical strikes.

Knocked off balance the Overlord let out a roar of irritation before lashing out with his tail swatting the three of them down as he readied to charge his next blast. As his mouth glowed with energy a beam of purple energy collided into his chest, forcing him to miss his shot firing off target and hitting stray wilderness several kilometers from the battle. His attention was dragged to his attacker.

Future Twilight.

"To have come all this way! So even you are willing to fight me? Even if it means your end? Even after all we lost and been through together!"

"If that is what it takes then yes." She answers as the Overlord tail slammed against the ship as he let out an angry retort.

"So be it!" He hissed angrily his voice betraying pain and betrayal.

While the Overlord was distracted Rarity took time to analyze the structure, hoping to find some form of weakness. Seeing as he was about to attack Rarity had to cut the plan short and begin firing a salvo of gems hitting his side, back, and left wings, but none of the attacks seemed to have done any damage.

In retaliation the Overlord raised his right hand and shot towards Rarity who was barely yanked out of the way thank's to Pinkie's swift acrobatics.

It was Rainbow's turn. The bat flew through the air, trying to use speed to catch the giant off guard. Her attempt failed miserably. Metal Overlord's tail simply swung around and smashed directly down on her. The tail quickly latched around her and attempted to crush her only for Applejack to quickly launch a right good bucking kick into the side with enough force to break its grip.

Twilight covered them by firing several blasts against the Overlord but like the other attacks it was hardly phasing the transformed titan as it sculpted part of the landscape to protect himself from the other's attacks.

"Why fight so hard for a dying future?" He asked as he raised his left arm to strike. "I am the key to the rebirth of Equestria and all its lost. I am the new beginning. I am...the Saisei." The Overlord christened himself.

The answer he got was several Truth Seeking Balls tearing right through the left arm of the beast. One by one he was hit by follow up attacks. Rainbow's high speed slash jammed directly into the chest plate of the Saisei, causing him to start swaying backwards followed by Applejack and Pinkie landing kicks that sent the creature further falling back before being hit by the Twilights' and Rarity's magical beams.

Collecting its bearings shock waves of powers echoed from the titan as he began to glow with power. Howling winds echoed as his shell glowed brightly. The gigantic Titan began to slowly shrink and compress in size as tremors echoed throughout the ship. Finally after what seemed like minutes the blinding display evaporated revealing the now twelve foot tall metallic Saisei.

Almost instantly he took to the sky and aimed downwards. "Burn!" All the humanity that was left his tone seemed to cease as he fired crimson inferno at the ground.

In an instant Fluttershy erected a shield as the deadly flames slammed into the shield as the sparks of the rebound flames lit a blaze on the surface of the ship.

Performing instantaneous teleports the Twilights spread the group apart as they fired at multiple angels.

'Smaller target. Greater overall damage.' Naruto thought as he hurled two of his Truth Seeking Balls at his counterpart only for him to open holes in the dimension at that moment, ensnaring the deadly balls.

Naruto cursed the recklessness that cost him two of the Truth Seeking Balls seeing as they were irreplaceable without sacrificing a major portion of his life force to will them back into creation.

The new form allowed the Saisei to show off his new speed as a surprise gut punch caused the stallion to double over. He tried to follow up with a kick, but Naruto jumped back and away from the strike.

Naruto began readying a Rasengan only for the speedy Saisei to slam into him with his shoulder. Using the Amenominaka he opened a portal in an attempt to separate them from the others. This attempt was interrupting as future Twilight appeared between them a magical crest forming in her hand. She slammed it into the gut of the Saisei causing him to stumble back as his power began going haywire.

"Now's our chance! Hit him with everything you got! Don't hold back!" Th future Twilight called out as a memory long forgotten came to her mind.

'Understand some day Twi, even the greatest of friend's can become the most unexpected of enemies. Having a mean's to fight against them, even if its unlikely is important.' Naruto explained as he showed her the seal that he had been working on. 'In this has some of my chakra stored. Its one half of a solution I've been working on. A worst case scenario if you will. I don't know if we ever have to deal with evil clones or whatever, but it should work.'

'Come on! There is no way you would betray your friends! Your loved ones!" Twilight had thought the blond was being silly. But yet at the same time could she blame him for being concerned or cautious?

'Please Twilight. Do this for me. I need to know that if anything happens. If I ever stop being...me. Then I count count on someone...somepony to stop me.'

The idea itself was ludicrous, but the serious expression in his eyes told her otherwise. 'I...I promise you. If that ever happens...I won't let you die as anypony but yourself.

'Empathy!' Naruto called upon his element's power and became cloaked in its powers. 'I understand the notion. Of wanting to protect your loved ones. The fear of losing them. But by your own selfish whims all you care about is your own loss. Its broken you and you don't know what to do anymore. And because of that you wish to control everything. I won't let you travel blindly anymore. I'll put an end to this.' With rapid speed Naruto shot forward and slammed his into the torso of the Saisei. The Saisei fired back with red beams of energy scorching the front portion of Naruto's armor and sending him flying back.

The tiniest of cracks appeared on the armor. Before he could react he was hit with by Applejack's hammer causing him to be shot forwards. Twisting his head he tried firing another crimson blast resulting in a shield popping up and deflecting back at him.

Letting out a roar of pain the liquid coating of the Saisei's body shimmered and began to sprout tendrils. The tendrils began electricfying and lashing out at the group. Twisting and shooting over and away from the lashes the group continue their attack.

The closest of them was Pinkie Pie who was channeling her magic into her staff. Twirling over several of the lashes she managed to hit his shell causing the cracks to extend even more.

She barely had time to react as one of the tentacles wrapped themselves tightly around her legs, fixing her in place. Attempting to struggle free, she was unable to dodge the next blast. As a result, she was painfully blasted backwards.

"Pinkie!" Rainbow was knocked by one of the electrified tentacles with a painful shock, but the rage of seeing her friend harmed caused her to push forward.

She wasn't the only one as Twilight, with a powerful blast of magic, blast back the nearest ones to give the mare a clear passage.

Banking around, avoiding more lashes he sent her way, she began manuevering as close as she could get. With his still usable arm the Saisei slashed at her, his attention being drawned which gave Rarity the opening to dash forward and stabbed him in the chest section with her rapier further causing damage to his shell.

Unleashing a wave of energy he blasted them both back. Both were caught by Naruto before they could be sent too far back.

Bolt of magics were launched by both Twilights to which the Saisei avoiding by flying up. The two of them continued launching powerful spells drawing his attention just enough to where Fluttershy could fire several arrows unpeeded once more causing further cracks to his shell.

Before he could even retaliate he was hit with a hailstorm of gems as Naruto took advantage of the Saisei's overwhelmed state.

Punch after punch after kick after blow after strike followed without end, slowly damage its shell.

Suddenly the Saisei escaped the beating with a body flicker. Flying high above he gathered power from the Gemstone of War and fired down. The explosive force was enough to scatter the group as they went on the defensive. Taking advantage of their distraction the Saisei being sprouted copies from his own mass that began to attack the group.

Naruto was quick to counter by creating his own clones only for the Saisei to bodyflicker, landing two punches to the face. Double back and hissing in pain Naruto avoided the tail strike as he launched a chakra fist only for the Saisei to manipulate the mass of his body to make it dense enough to cushion the majority of the power behind the strike.

Once more the Saisei charged and Naruto took the opportunity to strike. As the transformed cyborg spun using his tail to strike Naruto used another one of his Truth Seeking Balls he blocked the incoming tail strike only to disintegrate them before pulling them back. Though the Saisei was far from finished as upon landed on his right foot from the spun he kept the momentum going and spun again to land an attack to which Naruto blocked using his arms.

'He has Kaguya's chakra so why isn't he trying to use more of her techniques? In fact he's hardly used enough power to level anything beyond a city. Its as if he's waiting for something.' Naruto began trying to sense the Saisei's power when he began to pick up on something. Something enimating from him and the other bearers as well as the subtle manipulations of YinYang coming from his counterpart.

There was a reason his counterpart didn't kill him.

A reason why the whole pace of this war was odd.

Why even now something felt odd.

He finally now realized just what was going on. He had been binding time. Setting up a situation to keep all their heavy hitters busy. Pushing them into a confrontation where they had to use their armors. He was never trying to take control of the Elements. He just needed them to channel their power for his jutsu.

Naruto quickly removed his armor. 'The armor's. Its a trap he's trying to use us as batteries.'

As if picking up on his counterpart's suddenly found his throat constricted as the Saisei used his remaining hand to latch around his throat. The others rushed only for strange seals to begin to form on their armors. One by one each of them had came to a dead stop as the magic drained out of them causing them to collapse.

'I can't move.'

'My armor!'

'What in the hay happened?'

Their panicked thoughts could be felt through the bond as their magic had been zapped.

With a body flicker the Saisei slammed Naruto into future Twilight who teleported behind him in an attempt to blind side him.

The two of them quickly recovered only to get blasted by an incredible bolt of magical power from the Saisei downing them.

"No matter...with the raw power of Harmony and YinYang manipulation its time to make my dream a reality.!" He remarked as he began channeling his energy. Everlasting peace was finally within his grasp."N-No...what's going on? M-My body...what is..." He began screaming as the magic began funneling out of him and back to their source.

"Come now, did you forget who it was that thought me about seals?" The future twilight asked him as she began recovering. Her horn began to glow as she prepared to cast a spell. "That I wouldn't recgonize the arrays once I returned the Elements? Now, its time to put an end to this."

"I will not let you!" The Saisei used his cursed eye to enter future Twilight's mind trapping them into a mental battle.

In the black abyss Twilight and the Saisei floated opposite of each other. "How long have you been awake? Trying to ignore your demons? Its over Nar. This is not our reality. Just let go. Let them live their eyes? They know enough to avoid becoming us, so just let them go."

"No, I...I will not. I won't ever stop until I succeed and if that means I have to go through you so be it."

Twilight lowered her head, "The real you...the real Naruto wouldn't be so callous about the wants of his precious people. You really did die the day she did. I thought it would be easy, but the thought of what I must do feels my heart with so much pain. Even after all this...there's a part of me that still loves you." Her eyes began to moisten as she let her disguise drop revealing her full alicorn might. "And its because I love you that I will stop you before you lose sight of everything."

"He did die that day Twilight Sparkle. I am the key to a better future. I'll make this quick and when I'm done it'll be as if that dark future was a bad dream. Now, you are the very last link, the very last bond to that dark future. Its time for me to sever it." The now dubbed Saisei proclaimed as he readied to sever the link to a lifetime he wanted to forget.

With that the battle begun.