Equestria Girls Remake

by JusSonic

Chapter 6: Chapter 6: Sunset Shimmer the Demon

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Chapter 6: Sunset Shimmer the Demon

Chapter 6: Sunset Shimmer the Demon

With the gym all fixed up, it's time for the students (as well as Twilight's group) to get ready for the big night. Ben is surprised when Flash took him away from his group, saying that he got something to help with his surprise to make up for the misunderstanding earlier.

"So what I'm doing here, Flash?" Ben asks as Flash takes him into some sort of clothes store, unlike the one that Twilight and her group will be going to.

"I told you about the surprise, so I'm going to keep that promise for tonight special." Flash explains to Ben with a grin. "I've called a friend of mine helping me out."

"Really? Who?"

Flash smirk as he explains, "I think you know him from your home."

Ben looks and is surprised to see a human version Hoity Toity coming out of the back room, dressing more like a worker than his usual job back home.

"Okay, now where is this customer of mine, Mr. Sentry?" Hoity ask Flash in the same accent.

"Hoity Toity?" Ben asks in amusement at Hoity Toity.

"Yes, that is me; the man who gives not only some good critique to anyone who design the magnificent art of suits and dresses, but the best designer for arts of dresses. How do you expect my dearest student Rarity gets her clothes perfectly well?" Hoity points out to Ben with a chuckle. He turned to Flash and asks, "Is he the one?"

"That's right, Mr. Toity. Do you think you can give the best suits for both of us?" Flash ask Hoity Toity curiously.

Hoity chuckled as if the question was a joke to him, "My dear boy, you're underestimating my art of dresses; Now let's get dressed, my dear customers."

"Man, you're famous with friends, everybody and even celebrities. How did you do that?" Ben asks Flash in amazement. His friend seems to have some connections in this world.

Flash smile, explaining, "Simple: be cool, gentle and friendly. That's what friendship is all about. I learned it from Johnny Brock, when I start my guitar lesson."


"Totally; now, let's get dressed. Bring out the best, Mr. Toity."


Back at the clothes store from before, Fluttershy exclaims excitedly, "I still can't believe we pulled that off!"

"I can! We're awesome!" Rainbow laughs excitedly.

"Right, and best of all, not even Sunset Shimmer would try to wreck it again without making suspicions." Nyx remarks with a smirk. It's true. Sunset can't risk trouble in causing the gym to be wrecked twice!

"Yeah," The CMC cheers on eagerly.

"Enough chatter, girls. We need to get ready, and we need to look fabulous!" Rarity exclaims with a smirk as she rush over to the clothes rack. Time to get some clothes for the big dance tonight!

All: This is our big night

In the song, Fluttershy grins as she looks at a green dress in a mirror. Nearby, Pinkie is looking into another mirror, zipping back and forth to try some certain clothes.

We're getting ready

And we're doing it up right

Rainbow glares at her dress which is all poofy and she is wearing ribbons. Scootaloo is wearing the same thing. The two girls glare at Rarity and Sweetie who smiles sheepishly to their friends.

This is our big night

Friendship survived,

Applejack shows off a long green dress with three apples on them. Rarity, pausing, smiles as she rushes over and pulls up the dress to fix it, much to Applejack’s annoyance.

Now we'll start it out right

Pinkie is trying out certain hairstyles, some of which are more goofy and weird than the other. Her last look has a flat hairline before it poofs up a bit. Regardless, Pinkie seems to enjoy this.

The time's right, gonna make it last 'cause it's the first night

Fluttershy is combing her own hair, grinning as Angel, Nyx and a bird is helping out.

That we're ever gonna start to just have fun together

We're so glad, so happy we could never be mad

Spike and Phobos grins as they try out mustaches while looking in a mirror nearby.

Did it right, now this is our big night now

Rarity and Sweetie got to work, putting nail polish and trying on make-up...though Sweetie Belle overdid it and got powder all over herself; Her big sister put on some makeup.

Six friends on the way up now

As Nyx, Apple Bloom and Sweetie gave Scootaloo a make-over (much to her annoyance), Pinkie is squirting perfume onto her face, Twilight is combing Rainbow's hair, Applejack is fixing herself in a mirror while Fluttershy is trying on eyeliner.

Six friends here to show you how

The gang saw Rarity coming up with a box and opens it. Inside are lots of jewelry, some of it has the cutie mark symbols of Twilight and her friends back home. The girls smile as Rarity tosses the jewels into the air.

This is our big night

We're getting ready

And we're doing it up right

The girls take the jewels, each one put on a jewel that represents their pony's representative cutie marks in Equestria with Pinkie wearing 3 balloons earrings, Rarity wearing a necklace of diamonds, etc. Rainbow put on a boot, Applejack put on a cowboy hat with a rose in it. Even Nyx wears a necklace that has her blue shield cutie mark on it, much to the approval of her CMC pals.

This is our big night

We made it happen

Now let's party all night

The Main Five, Nyx and the CMC pose in front of Twilight Sparkle wearing some new dresses, much to the purple girl's approval. She is really liking this. Pinkie is now wearing a blue skirt, blue bands, an blue small hat, a yellow bow on her waist, a purple sash, a pink skirt, and her usual boots.

Fluttershy is now wearing, besides her usual butterfly clip, a green dress with a yellow skirt under it, and of course her usual boots.

Rarity is now wearing, besides her clip and bands, a blue dress and her usual boots.

Besides the hat, Applejack is now wearing a white scarf, a violet short dress with a red waist collar and 4 apples and her usual boots.

Rainbow is wearing a rainbow colored skirt, purple shoulders, a blue and red skirt with a purple belt as well as her usual boots.

Nyx is wearing a purple dress with a blue skirt and her usual boots. Her friends also got interesting dresses as well.

Apple Bloom, besides her usual bow, is wearing a purple dress with a violet sash, with a white shirt underneath it along with some violet boots.

Sweetie is now wearing a purple dress with a yellow sash, and of course yellow boots with yellow bands with diamonds in the center on them.

As for Scootaloo, the girl is now wearing a purple shirt with blue waists, one blue collar, flowers bands in her hair, a violet skirt, and purple boots with round blue buttons on front.

Twilight looks surprised as Rarity push her into the dressing room so that she can try out her new dress. The girls can't wait to see what she will be wearing.

This is our big night

This is our big night

Everyone else smiles as Twilight came out of the dressing room, posing in her new dress which consists of purple front, white and purple stripes, a white tie, a violet skirt and her usual boots.

This is our big night

This is our big night

Everyone came up to Twilight and hug her, all cheering and excited. They are going to enjoy this night unless something terrible happens.


The Fall Formal dance has finally arrive, lights shine on in the school while students are coming in for some fun as well as the chance to see if the moment has arrived: if Sunset Shimmer has indeed finally been kicked out of her role as Princess of the Fall Formal once and for all.

Once a limo pulls up, Twilight, Nyx and their friends came out, the Girls laughs excitedly. They are going to have a great time of their life. And for Twilight, Nyx, Spike and Phobos, this is their chance to finally get the crown back. But where's Ben?

Suddenly a car pulls up to the front. Twilight turns and saw Flash, in a black tuxedo, coming out of it, looking a bit anxious.

"Twilight," Flash calls out to Twilight as she is about to enter the school. As the purple girl look puzzled, the boy said, "Look, I know you said 'no' about making up everything for you and Ben since noon, but would you reconsider about it?"

"Flash, thank you for everything; I'm really grateful for you being a good friend." Twilight said to Flash with a smile. "I'm sorry when I say 'no' about it this afternoon. It's just that...... I'm having -"

"Hey, no worries. Your secret is safe with me." Flash said with a chuckle. Twilight was shocked and confused. How did he know about..."Your boyfriend told me everything about you, him, your family, the crown, and even Sunset; So, no worries."

"Ben did; When?"

"When he got freaked out as you are about postpone the Fall Formal tomorrow night, but now, everything is good. I'm going to set everything right. So, will you accept my 'making-up' and apology?"

Twilight smile, she nods while saying, "I'd love to."

Flash turned and gave a thumbs up to someone in his car. Ben comes out from it. He is dressed in a black tuxedo with the Triforce symbol on his chest pocket. Twilight gasps in surprise as Ben approaches her.

"What do you think?" Ben asks Twilight, grinning to her while posing.

Twilight grins as she said, "It's great and amazing. You know look even handsome and awesome with that suit."

Ben smiles as he compliment on his love's dress, "And you look even more beautiful and radiant with that dress."

Both blush about their clothes. Flash smile as his making up for everything is a success.

"Now, everything is okay. I'd say we go in and have some fun." Flash said with a smile.

"Sure." Ben and Twilight both say as they took each other's arm. Both Ben and Twilight go in followed by Flash who knocked himself on the front door.

As Flash rub the back of his head nervously with Twilight giggling, Ben ask his friend in concern, "Flash, you're okay?"

Flash rubbed his head, saying sheepishly, "Yeah, I'm fine. Man, I'd never get use to that."

Twilight giggled, "Same as I did before. C'mon, everybody is waiting."

Twilight and Ben goes inside through the doors which Flash following his pals soon after.


"Sunset Shimmer, you imbecile," The Superior roars furiously to the nervous Sunset; The leader of the Apocalypse Ponies is speaking to her through the portal, this time in the meeting room as the other members of the group especially Merluck are watching. Trix kept her hood on so that her former bully won't recognize her even when she's now an alicorn. "Not only had you failed the mission, but you disobey my direct order and strategic tactic! It was the perfect plan and you ruined it! Now I understand why my daughter doesn't trust you with this mission. You are much a fool than I realize."

"Please, Superior! Give me one more chance. I can get the crown back. I have the right plan." Sunset pleads to the Superior in fear. Psycho, Fluttercruel and surprisingly Trix laughs cruelly. The girl is in big trouble. "I promise you that I will get rid of Twilight Sparkle for good as well as getting that prince!"

"Is that so? How? You'd better find the way to get that crown before I would lose my temper! Or even better, I would change my mind to find somepony better than you, like Twilight Sparkle."

"You can't be serious! You told me that I'll be the one to fit in."

"I am. I do not care. So, complete that mission at once before I would lose my temper. This will be your last chance." The Superior said to Sunset darkly. The portal disappeared. He turned to his members who looked worried and confused about letting Twilight Sparkle in. "It's called bluff and threat, fools! I already know that Twilight Sparkle is a threat to my plans. She better succeed in retrieving that crown while Twilight still have doubts and nightmares to worry about, or else she will regret of everything she done for!"

"So, she is nothing but a tool. Perhaps, Trixie is right, father. She's indeed a fool." Merluck comments to the Superior with a cruel chuckle.

"Yes. Perhaps that was a grievous mistake that I ever made." The Superior said thoughtfully but smiles evilly. "It does not matter. I am one step ahead of everything."

"Yes, one Step ahead." Starven Fran said with a nod.

"And thus, I will soon step in myself."

"Yeah, yew...uh, pardon?" Liarjack ask the Superior, puzzled by what she just heard.

"You hear me. I suspect that Sunset Shimmer will mess up this assignment so it's time I step in and deal with the princess myself." The Superior said sinisterly as he stood. The other members, especially Merluck and Trixie, are shocked. Their leader is going to confront Twilight Sparkle for the first time?

"But you would end up revealing yourself too soon!" Suffocator Jill exclaims to the Superior in alarm.

"No worries, so far, the alicorn princess only know me by my rank name...she will not know me or my true name...yet..."


Twilight, Ben and Flash reunited with their pals as they prepare to go to the gym. But before they could go in, a familiar bully came in and grabs Twilight, saying with a goofy look, "Well, well, lookee what we got here!"

"Boris!" Flash exclaims in shock and anger. Boxco and Dum-Dum of course are with their boss, drinking some apple cider that they've stolen. "What are you doing here?! I thought you and your boys were banned from coming here!"

"Coming to the dance, anywhere else is fair game, Sentry! Anyway, come here so I can get a better look at you, Twilight!"

Ben angrily snaps to Boris, "Hey! Get your filthy stinking paws off my girl, you dang dirty ape!"

Boris, anger by what Ben just called him, lets Twilight go. He turns to confront Ben while asking, "What did you call me?"

"You heard me....you dang dirty ape!"

"Oh...an ape, am I? Well, you're asking for a butt whooping Benny and-." Boris prepares to hit Ben but the boy grabs him by the hand and does some sort of weird hold. Boris gasps in fear, "The Wuxi Finger Hold? Not the Wuxi Finger Hold!"

Ben grins as he laughs, "Oh....ha ha ha....you know this hold?"

"Developed by Master Wuxi in the Third Dynasty...yes."

"And I guess you also know what happens when I flex my pinkie, don't you?"

Boris nervously said, "Okay...take it easy, Benny. Take it easy." The last time that the bully wants is to see the hold's power up close and WAY too personal!

Boxco groans a bit, "Boris, you miserable stinking cowardly--!"

"Careful, Boxco. Boris may not like hearing you say that." Dum-Dum said to his colleague nervously. The last thing that Dum-Dum wants is for his pal to get into trouble for even insulting Boris when he is in this position of fear!

"Okay, Ben. I think he's getting the point." Twilight said to Ben with a mischievous smile.

"I'm not done yet, Twiley." Ben said to Twilight with a smile. He turns to Boris and said sternly to the nervous villain, "Now listen very closely, Boris...I don't care if you're Sunset Shimmer's bodyguard...or her faithful dog, but let me be blunt with you. If you ever come near or bother my girl again....I promise you, the Wuxi Finger Hold will be the least of your problems. In other words, pester Twilight again...and I will make you curse the day you were born. Are we clear?"

Boris, gulping in fear and understanding, quickly respond, "Yeah. Yeah. We're clear. We're clear. We are so clear. Just please...let me and my hand go."

"All right...but...only if you keep your promise and stay away from me and Twilight. Capisce?"


"Good." Ben remarks before releasing Boris, the bully held his hand out in a bit of a huge fright. "Now get outta here...before I change my mind; Now git!"

Boris yelps as he runs off. Twilight, her friends, Flash and the others laugh a bit. Ben sure show that bully.

"Hey Twilight," Flash said calming down a bit. "Listen, I know you're Ben's girl and all...but I wonder if it would be a mistake to ask ya for one dance?"

Nyx comment to Ben, "Looks like you still might have a rival, Da - er, I mean Ben. At least once is nicer than Boris and actually back off when it was made clear that Mo - er, I mean Twilight is already otherwise involved."

"Relax, Nyx, I can trust Flash not to try anything funny and all." Ben assures his daughter with a chuckle. "But of course, that is up to your mother."

Flash comment to Twilight, "Look, I know you're already spoken for and I can and DO respect that. Still, there's nothing wrong with us hanging out and helping each other as friends, is there?"

"Sure, one dance as friends," Twilight said with a grin to her pal. The others chuckle as they head on over to the gym.

Boris is hiding in a hallway, still shaken. Boxco in concern said, "Boris; that was a cowardly stunt you just pulled back there! You shouldn't let that guy treat you like this!"

"Yeah...you're...you're Boris the Gunman. The toughest guy around," Dum-Dum said in agreement.

Boris shakes his head in regret, saying, "Not anymore. I'm no longer worthy of my title. I can't always win. Besides...no girl is worth throwing my own life away to the Wuxi Finger Hold. The better man won, guys. Better tell Sunset Shimmer the bad news and that I quit."

"Oh no, you don't Boris!" A familiar voice snarls. Boris and his Goons yelps as Sunset appear from the shadows, obviously she overheard what her bodyguard has said, "I've worked...too hard to make myself Princess of the Formal. And you will not quit on me like this. You're either in or dead. There's no out for you. When you are dead, only then are you out. Do you understand me?"


"I said do you understand me?!?!"

"Yes...Sunset, I understand." Boris said nervously; Looks like getting out of the whole thing is no longer an option.

Sunset nods as she prepares to head out to begin the final attempt for the Superior. Turning to Boris, she then adds, "Oh, and Boris?"


"If you quit on me again or ruin my plans, I will truly ruin your reputation for good; all right?"

Boris gulps a bit while saying, "Yes, ma'am. Come on, guys." This time, Sunset isn't joking around! She will do that should the girl is even tested.

As the group leaves, not one of them spots a familiar cloaked figure watching from nearby, narrowing his eyes from under the hood. Lorcan knew that the portal is closing tonight, no mistake must be made. His enemies must be stopped!

"Hello!" A human version of the lovable goofy Derpy appears, almost making Lorcan jump out of his cloak and hood.

"Agh," Lorcan screams in a panic as he turns to see Derpy. "Don't do that, please."

"What you doing on your own? And what's with that hood?"

"Oh, we'll...uh..."

"Aw, shucks. Dateless; Same here," Derpy said thoughtfully. She then gasps as if having a brainstorm or what counts as one anyhow. "Wait, maybe we were destined to be..."

"Wait, what?" Lorcan asks Derpy in confusion.

Derpy grabs the confused Dragon, taking him to the gym while saying, "Come, my beloved. Let us dance!"



Meanwhile, at the Fall Formal, everyone was having the time of their lives as they danced to rock music played by Flash Sentry and his band. As they kept dancing, Nyx and her friends smirk mischievously as they whisper to Applejack. The girl nods right back as she turns to her brother.

"All righty, Big Mac, yew dance wit' me enough; Time fer a new dancing partner," Applejack exclaims with a chuckle as the kids rush off.

"Huh? What?" Big Macintosh yelps as Applejack push him through the dancing floor.

"Girls, what are you doing?" Cheerilee ask in concern as Nyx and the CMC are pushing her. The student teacher yelps in surprise as she is being pushed towards Big Macintosh, who blushes upon seeing her.

"Okay, Miss Cheerilee! No need fer ya 'ta be lonely! Have fun, yew two!" Applejack laughs a bit as Nyx and her friends laugh a bit. It's obvious that the girls have set Big Mac and Cheerilee up to be dancing partners. Big Mac and Cheerilee blush a bit then grin as they dance with each other.

"Wow, those two sure are a keeper!" Apple Bloom exclaimed to her friends with a giggle as the four girls dance a bit.

"Right, as least this is much better than the love poison your pony selves once did." Nyx chirps to her friends playfully.

"Love poison?" Scootaloo asked Nyx, puzzled.

"Let's say it's a long story and let's keep it at that!" Nyx explains to her friends with a shrug.

"Okay!" Scootaloo said before the four girls resumed dancing.

Lorcan, meanwhile, is trying his best to escape Derpy's hold, insisting, "Miss, I don't dance! Honest!" Well, not true, but the Dragon pretty much prefers to dance with Luna.

"Don't be silly! We will make beautiful music together!" Derpy said goofily, much to Lorcan's disgust.

Lorcan gags a bit, "Oh....I'm gonna be sick."

"But...maybe we should do something about your height." Derpy said to Lorcan curiously.

"Why?" Lorcan asks, not liking the sound of that.

"You are a bit little." Derpy begins to say.

Lorcan, as his eye twitches, asked in annoyance, "Little?"

"Yep," Derpy said with a nod. Lorcan was about to yell, but the goofy girl dances with him some more.

As the entertainment continues, Twilight and Ben are hanging with their pals. Twilight looks around while asking, "Anybody see Sunset Shimmer?"

"Maybe she was too embarrassed to show!" Rainbow laughs a bit. "She's gotta know you won by a landslide!"

"Maybe..." Twilight said unsure.

"We better keep an eye out still. If Boris and his goons show up without warning, there's no doubt that their boss isn't too far behind." Ben warns the group in precaution.

Soon, the song ends as the crowd cheers wildly before Principal Celestia got onstage while the band leaves.

Celestia smiles as the other teachers watch on. She said, "First off, I want to say how wonderful everything looks tonight. You all did a magnificent job pulling things together after the 'unfortunate' events of earlier." Of course, everyone knew how the 'unfortunate' part happened.

As Celetia was giving her speech and such Golden Heart and Pinkamena were watching, only for Pinkamena's senses to go off. She says to her big brother in whisper, "The statue is in danger. I need to get going."

"Okay, if it's smashed, Twilight and her gang will be trapped here forever. I will meet with you in a bit." Golden whispered to his sister.

Pinkamena nods and sprints fast that no one can see her as she heads to the statue. Celestia smiles as Luna came out with a box and open it, revealing the crown AKA the Element of Magic.

"And now, without further ado, I'd like to announce the winner of this year's Fall Formal crown." Celestia said as she took out a name to reveal the results of the votes. "The Princess of this year's Fall Formal is...Twilight Sparkle!" Celestia calls out.

Everyone cheers as Ben and the other members of the Main Six hugs Twilight who smiles. She won! The purple girl heads up to the stage and bows as Celestia put the crown right on her head.

"Congratulations, Twilight." Celestia said with a soft smile. She then continues, "Also, I got an announcement. Thanks to a suggestion from fellow student Flash Sentry and school worker Hoboken Joe, we have added a new part to the Fall Formal: a Prince to be precise!"

The students look surprised as Nexus came out with a box and opens it up, to reveal a crown which is a prince version, only fake looking. Celestia smiles as she takes out a name, this time for a boy, saying, "The first ever Prince of the Fall Formal is...Benjamin Mare!"

Everyone cheers at this while the Mane Six and Ben were shocked and surprised, especially Ben. They just added a Prince of the Fall Formal, and that is him?! Wow!

Ben came up to stage and bows as the human version of his mother put the crown on his head. Ben smiles to Twilight while saying, "Well, a princess does need her prince, right?"

Twilight giggles a bit. Looks like nothing would ruined this moment...until some yelling is heard from two familiar figures.

"Twilight; Ben; HELP," Spike and Nyx are heard yelling, much to Twilight and Ben's surprise and worry.

"Spike; Nyx," Twilight gasps in worry upon hearing the yelling. She looks over the crowd to find her Dragon and her adopted daughter.

"Hey, where are they?" Ben asks in concern.

Phobos shrugged as he thought he was with Spike and Nyx just before they screamed again. Twilight looked around and spotted Snips and Snails grabbing Spike while Boxco and Dum-Dum were grabbing Nyx by her shoulders. They are planning on taking off with them.

Spike snarled at Snips and Snails before Snips shut his mouth while Snails hold him.

"Let me go, you big bullies, or you'll be sorry that my mo- big sister and her boyfriend get you!" Nyx exclaims angrily in Dum-Dum's hold.

Dum-Dum, covering Nyx's mouth, snaps to the girl, "Man, don't you ever shut up, you little brat?!"

"Save the energy, coz we've been spotted! Run!" Boxco exclaims upon seeing that Twilight, Ben and their friends have spotted them.

Snips, Snails, Boxco and Dum-Dum immediately escape with their hostages: Nyx and Spike. They run out of the gym with the two in hold.

Twilight and Ben gasps as they rush off the stage and to their friends. The purple girl exclaims, "They've got Nyx and Spike!" The Main 5 and the CMC gasp, but then look upset, knowing who could be responsible for the kidnapping.

"That's it! Enough is enough!" Ben exclaims angrily. No one put a hand on his daughter!

Twilight, Ben and Phobos went after Sunset's stooges. The Main 5 and the CMC followed their friends. Flash also saw what happened and frowns.

"Sunset has gone too far. I'd better follow them." Flash mumbles a bit.

Flash went after his friends from behind and observed the event, as well as waiting for the right moment to attack. Lorcan also spotted what happened and yelps as he said, "Oh, buck. Derpy, how bout I get some drinks?"

"Ok, sweetie," Derpy remarks as she blows a kiss to Lorcan.

Lorcan with a huge fake smile exclaims, "Same here," The Dragon chuckles as he leaves, then chuckling slowly turn into groans, "Why me?!"

Regardless, Lorcan rush out of the gym, going ahead of Twilight and her group who rush out themselves quickly.

"Put me down!" Nyx shouted as she struggled in Boxco and Dum-Dum's grip.

"Make us, Nightmare Brat!" Boxco and Gum-Dum exclaim madly. The chase goes down a hallway as Twilight's friends goes past Trixie who is getting a snack again from the vending machine though the girl saw the chase and is a bit puzzled.

Lorcan was fast enough and made it to outside before everyone else does. The cloaked Dragon soon saw Sunset holding a mallet near the statue with Boris nearby. The goons are holding Spike and Nyx against their wills.

Sunset, spotting Lorcan, smirks as she taunts, "Hello, cloaky....decided to join us?"

"Sorry. I don't do groups of freaks." Lorcan said with a dry look on his face.

"You can't stop me, you know...soon, Celestia will see just who the best is." Sunset said to Lorcan arrogantly.

Lorcan, of course, smirks as he said, "I think she already knows."

"What," Sunset demands, a bit insulted. Lorcan spots Twilight's group leaving the school and quickly rush off to hide.

As the gang makes it outside, they see Pinkamena rubbing her head, obviously Sunset has ambushed her. Golden Heart, who follows as well, comes and helps her up and asks, "Are you ok little sister?"

Pinkamena nods as she remarks, "Yep, but boy, she can swing a hammer! But I will help Twilight and her friends win."

"And I will as well." Golden Heart said in determination.

"That's close enough!" Sunset Shimmer snaps as she holds the mallet to the statue closer, making Twilight's group stop. The princess and her prince gasp in worry. If she smashes that statue, the portal will be closed forever!

"Twilight; Ben," Spike and Nyx cry out in fear.

"Don't hurt them!" Twilight exclaims to Sunset in worry.

"Oh, I wouldn't dream of it. I'm not a monster, Twilight." Sunset said with a smirk then she turns to Snips, Snails, Boxco and Dum-Dum while Boris was surprised and shocked. "Let that brat and dog go." The Goons looks dumbstruck but release Spike and Nyx who rush back to their friends and family. "You don't belong here. Give me the crown, and you can go back to Equestria tonight. Or keep it, and never go home."

Twilight, Ben, Nyx and the Dragon dogs look worried. What will happen? Will they give up the crown or not go back home? Sunset holds the mallet threateningly at the statue every few seconds.

"Tick-tock, Twilight, we haven't got all night. The portal will be closing on its own in less than an hour. Now, it's time to reveal who you really are. It's time to see how wrong I am and how right you are, Twilight Sparkle. So, what's your answer?" Sunset taunts Twilight. "And answer this: Are you benevolent or a tyrant?"

Twilight remains quiet as she went through all her thinking, her past and her nightmare. She listens to everyone and even the villains in her head.

King Sombra's voice is heard in her head, "If you side with me and accept me as a teacher, I will teach you all I've learned this thousand years ago. You've already tasted it. Let me show you the true power of Dark Magic."

Queen Chrysalis's voice from the wedding incident is heard in Twilight's head, "It's funny, really, Twilight here was suspicious of my behavior all along. Too bad the rest of you were too caught up in your wedding planning to realize the suspicions were correct!"

Discord's voice, back when the chimera was a bad guy, taunts, "Keep trying, Twilight Sparkle. Maybe the magic of friendship can help you. Now if you'll excuse me, I have some chaos to wreak."

The Superior's voice is heard, "Tell me, Sparkle. Is this the path that you willing to take and walk? I can help you, but only you will return me a favor."

Sunset's voice is heard, "Gee, I wonder which one is the real you when you become a princess. Are you benevolent or a tyrant? You're not destined to become the first one. So you'd better be careful if I was you, or else you'll end up like King Sombra."

Twilight struggled to overcome her doubts until more familiar voices entered her mind, this time it’s friendly and encouraging ones.

Applejack's voice spoke up, "Let me be honest with you, Twilight, you are a great friend. It's not matter of right or wrong, but it's what you believe in, sugar cube."

Rarity's voice comes in, "Although I am a lady, but it does not mean that I am selfish and greedy because friendship and generosity is important. I cannot simply let it alone."

Rainbow's voice adds, "I'd never let my friends down. I don't care how dangerous can be coz I'm always be loyal and be there for my friends."

Fluttershy's voice said, "I will stand up for my friends no matter what, even the scariest monster I have to face. They need me."

Pinkie's voice is heard giggling, "I can be random, but it doesn't mean that we aren't friends because everypony's my friend and I love to see my friends smile!"

Princess Celestia's voice from before Twilight became an alicorn is heard in her head, "You display charity, compassion, devotion, integrity, optimism, and the leadership of a true princess."

Princess Cadance's voice is heard as well, "Sometimes decision can be hard. But you do it, not only for our people, but for everyone. That is the rulers' duty. It is our struggle, but worth fighting for."

Shining Armor's voice adds in, "My decision is always stick with my family especially you, Twiley. Even if I'm the prince, but it doesn't mean that I'll change because I have you and everypony I remember and love. My decision is always what's best for everyone."

Nyx's voice said, "That's not only what a true leader is, but what a true, true friend did."

Spike's voice then adds, "A leader like you always thinks of your friends and ponies, even me, Nyx and Ben first before yourself. Best of it is that you'd never give up on them no matter what."

The last voice, Ben's, finish things up, "Remember what is important."

After hearing some familiar words from her friends and family, Twilight had become something that overcomes her nightmare. She is no longer afraid of being a ruler as her eyes are no longer in worry and doubts but are in courageous, firm and heroic.

Twilight Sparkle looks at Sunset sternly as she said, "No."

"What," Sunset gasps as the others look surprised by the answer, "Equestria; your friends; Lost to you forever. Don't you see what I'm about to do to the portal? What about being a princess? Aren't you afraid of what you will become?"

"Yes, but I've also seen what you've been able to do here without magic. Equestria will find a way to survive without my Element of Harmony. This place might not, if I allow it to fall into your hands. As for being a princess, I'm no longer be afraid of it. It's not about being benevolent or a tyrant, it's about what I do is right and what I believe in, not for me, but for everypony and everybody I've made friends with." Twilight said sternly.

Sunset became shocked and scared as she realized of how Twilight spoke is no longer in worry, doubt and fear, but in a courageous and firm tone. Twilight had finally overcome her nightmare.

"So go ahead, destroy the portal. You can call me benevolent or a tyrant all you want because my friends and this world need protection from somepony like you! I have something you, the Superior or any villains that I've known doesn't have: friendship and family. I'm not afraid of that anymore. You are not getting this crown!" Twilight said bravely and in confidence as she puts the crown on her head.

Sunset Shimmer hesitates then frowns angrily as she drops the mallet that almost hit her goons, making the girl snaps, "Fine. You win."

"What?" Boris asks dryly. Sunset Shimmet is giving up, just like that?

"You...are...so...awesome!" Rainbow cheers on wildly. Twilight's friends are gathering around their pal, amazed that she is willing to give up going back home just for them. Sunset on the other hand looks angry.

"I can't believe you were going to do that for us!" Applejack exclaimed happily.

"It's no wonder you were a real live princess!" Rarity remarked.

"Oh, yes, she's so very special." Sunset said sinisterly. Golden Heart then notices the girl charging at Twilight.

"Twilight, look out!" Golden Heart yells out to Twilight in alarm.

But it was too late, as Sunset tackled Twilight, whose crown fell off her head and started rolling.

"The crown," Nyx cried.

As Twilight recovers, she saw Sunset trying to grab the crown but the purple girl quickly grab her rival's feet, knocking Sunset to the ground. Twilight tries to grab for the crown again, only for Sunset to stop her as she tries to grab it.

Spike rush over and grabs the crown, rushing off with it. Furious, Sunset yells to Boris, Boxco, Dum-Dum, Snips and Snails, "Grab him, you fools!"

"Yes, madam," Boxco and Dum-Dum exclaims as they, Boris, Snips and Snails chases after Spike. The dog whimpers. He got to get this crown away from those psychos!

"Spike; Spike," Rainbow called, waving her arms as if to tell him to throw the crown to her.

Spike rush over to the doors, but saw Sunset, who push her way through the goons, going after him. He whimpers but quickly tosses the crown to Rainbow who caught it.

Snips frowns as he tries to get the crown but Rainbow play an intense game of 'keep away' with him. Soon Snails tries to grab it, only for the girl to put a hand in his face to keep him from taking the crown.

"Fluttershy," Rainbow yells out as she tosses the crown over to Fluttershy's eyes. Her eyes widened but the girl yelps as she saw Sunset, Boris and their goons heading her way.

With a determined look on her face, Applejack used a lasso and snagged Fluttershy out of their way, but the crown slipped out of Fluttershy's hands and Snips smiled as he caught it.

"Ah got it." Apple Bloom said as she quickly took the crown from Snips, much to his shock.

"Hey, give that back, cowgirl!" Snips yells angrily at Apple Bloom.

Snips pushed Apple Bloom, but she quickly threw the crown to Sweetie Belle. She immediately runs away. Snips was about to hit Apple Bloom, but stopped by an angry Applejack.

"Don't even think about 'dat, partner." Applejack snorts angrily to Snips. No one hits her little sister and even tries to do so!

Applejack gave a punch at Snips. Applejack helped Apple Bloom up. They both hugged. Sweetie Belle was blocked by Boxco. She quickly turned back but blocked by Snails. Just before two could do anything, they were attacked by Spike and Phobos who bite their butts.

Sweetie Belle quickly ran off but stopped by Boris who yells angrily, "Give me that crown, you spoiled brat!"

"Don't you dare call me sister 'brat', you uncivilized beast!" Rarity exclaims as she threw the powder at Boris's face, blinding him temporarily. "Sweetie, pass me the crown!"

"Heads up, Rarity," Sweetie calls out. She threw the crown to Rarity, but is intercepted by Dum-Dum who comes in between the two girls. Snails attacked Sweetie Belle after he hit Phobos away.

"Get your filthy hands off my sister!" Rarity yells furiously. She gave Snails a punch. Rarity checked on Sweetie Belle. She's fine. The two sisters hugged.

As soon as Dum-Dum landed, Scootaloo and Rainbow Dash kicked at Dum-Dum's butt. Scootaloo herself grabbed the crown and gave a high-five to Rainbow Dash. Boris yelled like a wild animal, immediately chased the girl and is about to ram at Rainbow and Scootaloo.

Rainbow grabbed Scootaloo away from Boris while losing the grip on the crown. The athlete girl asked her unofficial little sister, "You okay?"

"The crown," Scootaloo gasps as she saw the crown rolling away once more.

"Safety of my sister first; we'll get that crown, I promise!" Rainbow said to Scootaloo in determination. Her 'little sister's' safety comes first.

Boris grabbed it. Before he could do anything, Nyx grabbed the crown and pulled it hard away from Boris. But the bully is too strong; he pulled both the crown and Nyx up.

"Let go of it!" Nyx demands furiously to Boris who kept his hold on the crown.

"You should be the one to let go, brat!" Boris remarks madly to the former villain.

"Leave Nyx alone, Boris the Animal," Ben exclaims angrily. He has warned Boris and now, the bully is going to pay!

"It's just-" The villain begins to say but Ben came in and gave Boris some punches. The jerk let go of the crown, causing Nyx to fall. Luckily, Ben caught her with two arms.

"You okay?" Ben asks his daughter, making sure that she's all right.

Nyx nods as she ask with a happy chirp, "Look what I got?" Ben smiles to see that Nyx managed to get the crown. But not for long!

"I'll take that, filthy dog!" Boris exclaims sinisterly. He pushed at Ben with his body and muscles, causing both him and Nyx to fall and slide to the ground. Boris caught the crown. The bully smirked as he was about to give his enemy some punches.

"Hey, Boris; Boris the Animal," Flash calls over suddenly, much to Boris's anger.

"It's just-" Boris begins to yell out as he turns to face his next enemy, "What the?!"

Flash used his leg and kicked Boris's face. He quickly grabbed the crown while asking, "Mind if I join in?"

Ben gives a thumbs up to Flash, then saw Boris's goons coming, making him yell out, "Flash, incoming!"

Boxco and Dum-Dum chased right after at Flash from both sides. Flash saw it coming and quickly threw the crown to Pinkie Pie. He moved back and let two stooges hit their heads.

Pinkie tosses the crown and tosses it to play an intense game of keep away. Boris gets the Crown, only to be gut checked by Pinkamena and Golden Heart, the latter jumps, grabbing it and throwing the crown to Ben.

Golden Heart lands on Boxco and Dum-Dum, pinning them to the ground and says to them, as Pinkamena was fighting Boris but was slowly winning, "When this is done, you two and Boris are in huge trouble for what you done."

Ben tosses the crown again, yelling, "Someone catch the crown! Keep away!"

"I got it! I got it!" Nyx yelled as she ran towards the crown Ben tossed and reached for it, expecting to catch it.

As the crown was thrown in the air, the one who caught it was....Sunset Shimmer.

"I'll take that!" Sunset declared off in taking back what is rightfully hers.

"Uh oh," The CMC gasps in shock and alarm.

"Hey!" Nyx exclaims in alarm and protest.

Soon everyone turned to see that Sunset Shimmer had the crown, and was laughing like a power-derange mad-man, not good.

"At last," Sunset Shimmer boosted from finally having what she wants now.

Spike and Phobos growl in seeing the evil girl have the crown before Twilight and Nyx picked them up. Now the dogs growled while Twilight, Nyx, the Main Five, Golden Heart, Pinkamena, the CMC, Flash and Ben stared with either stern, horror or worried expressions in seeing the enemy has the crown. The hidden Lorcan frowns, knowing that the worst is to come.

"More power...then I could ever....imagine!" Sunset Shimmer responded in holding the crown with a greedy expression from what she has, and soon held up the crown to proudly place it...on her own head!

Suddenly without warning, magic escaped from the jewel center of the crown, but it was not of light color, but...black. It was some kinda magic of Dark Magic origin as it expel the spheres into a ring form covering over Sunset Shimmer that held the crown in surprise from seeing and feeling, something happening.

Soon, the spot where Sunset Shimmer stood was enshrouded with a bright white light mix with dark that shot up to the skies. Everyone that saw this either shut or covers their eyes from being blind. Something was happening that the Element of Harmony was being used...by evil hands. And Sunset's shadowy body was hovering up from within the center of the elements magic.

The Main Five each looked up surprise to see what was happening, and even much from a serious Twilight and Ben while Nyx, Spike and Phobos seemed a bit worried in what they are seeing. Flash, Golden Heart, Pinkamena and the CMC looks either scared or worried.

The action and effect of course didn't go unnoticed as some students open the doors to see what was happening outside. Many gasp in seeing that some phenomenal occurrence was happening, which did not bound well seeing they've never seen magic like this happen in their lives.

The overflowing magic was shooting from the ground to the skies, swirling the night clouds, all while the wielder of the crown hovered up higher. The crown ever still was emitting mix darkness and light while Sunset held her eyes shut from feeling the power, enough to make one look like they would cry from the force happening to them. Sunset shed tears during the entire moment before...the darker side was soon taking over. The girl opened her eyes which were blank white that unleashed a glow while dark beams shot off around the crown; and from the arm turned pink for skin while removing the sleeve to replace with...a claw of a Demon. From the waist down to the boots, the same pink skin for the legs, but the black boots was styled with a 'flame' style. Everyone who saw Sunset Shimmer cringe her face, as most of her body was changing, even her outfit while the crown glowed with darkness that was overcoming. The girl held herself from feeling pain with eyes shut, darkness enshrouded Sunset Shimmer to the point that looked like...something dark was about to be born.

Then from an implosive force of magical power, did everything suddenly reveal something...shocking! Sunset Shimmer has changed, but she was looking between a human form, but had the tail of a pony, but more features showed bat-like wings to that of her face being pink skin, pointy ears, black inside eyes with her emerald eye color, but her hair was like all pointed up like it was on fire. Her outfit was like a flame--style dress of black around her waist and flaming orange and yellow to her chest and under near her legs, and from behind was a flaming tail; But most of all, the crown for the Element of Magic warped a bit to look like a golden tiara with only the star above remaining the same.

"What’s going on," A girl yells out in concern.

"Ack; Zis isn't part of ze show!" Photo Finish calls out as she and the students saw what's going on.

"Nnope," Big Macintosh exclaims, getting worried and scared.

Once the effect of what transpired was over, did Sunset Shimmer look at herself to see what she become.

"Ahh-Hahahah-Huhuhuhh-Haaah," Sunset Shimmer unleashed a demonic cackle in marveling at her demonic form shape, her skin, her clothing, not bothered by it at all.

During the moment, Pinkie Pie, Rarity and Fluttershy let off a gasp/squeal in seeing what has become of the girl, even Rainbow Dash and Applejack were stunned by this. Even Spike, Phobos, the CMC and Nyx seemed surprised and worried. Twilight, Flash, Golden Heart, Pinkamena and Ben only seem to make stern faces at what has happened now.

Now Sunset Shimmer held up her demonic hand to touch her demonic bat-like wings, tingling her demonic claws with a wickedly sneaky grin from exposing her fang-like teeth. And soon, the Demonic Sunset Shimmer started to cast a spell, a SPELL, in this world from the crown with her hands, all of which were dark magical glows. From the spheres she created, fired a blue mix black spiral wave of darken energy downwards. And it was going for...Snips, Snails, Boxco & Dum Dum.

"Oh no," The CMC members gasps in a panic.

"Great, not good," Pinkamena exclaims in worry.

The minions of Sunset's gang were enshrouded with 'Dark' magical energy that covered their being, they all yelped before the show was over. From out of the shrouded spheres came the four sparkling a bit, but they appeared....similarly demonic like Sunset Shimmer. They all had spiky flame hair & black pants, but the skin colors, including the hair, wings, and bottom boots were different with two colors each. Snails color was orange & tan, Snips's color was dark blue & light blue, Dum Dum's color was purple and dark red & Boxco's color was brown and dark green, and the only thing they all had were red eyes. When the minions stood up, and check out their appearance, they smirked wickedly at their demonic forms and smiling fang teeth.

"This is gonna be 'so' cool!" Demonic Snips grip his claws in proudly seeing how awesome things are gonna get now.

And the minions’ eyes were staring at the hero gang, seeing a difference than before. The girls turned around to almost yelp on seeing these guys have demonic appearance now as a worried Applejack & Pinkie Pie moved backwards with caution, Rainbow Dash held up her fist to planning to defend herself. The new demonic minions were cornering the girls to the point Applejack fell on her bottom from not being careful while Rarity & Fluttershy stared like deer in headlights.

"Great, as if those guys wouldn't be more stupid enough." Phobos groans out in concern.

Twilight saw that action happening behind, and glared up with her gritted teeth, Sunset Shimmer's evil must be stopped.

"So this is the power from the crown? It changed all of you, even my own minions into demonic creatures?" Boris responded shocked, he never would have guess, this is what happened if Sunset Shimmer obtain the crown to use in her plot.

"Like it, Boris?" Soon the eyes shifted up towards Sunset Shimmer when Boris turned to look up at her, "Because from your loyal service, you shall have some too!" Then without warning, the new villain unleashed a powerful wave of darkness towards Boris.

"Gaaaaughhh," Boris screamed out from being enshrouded by darkness, as he too began to change? Like the others, he had spiky flame hair & black pants, bright red & darker red coloring from his skin, wings, boots & hair. But something else was done with a major difference, Boris's red eyes saw that he was more bulkier, more bigger like three times his original height, his hair was more actively alive & had a flaming tail that was lively just like Sunset Shimmer. And he held a demonic looking rifle-blade that was darkened gray that almost represent the cold emptiness of a soul. "Whurhuhuhuhh-hahahah-haahh...." Boris smiled with his fang-teeth while holding the new weapon, and unleashed a cackle sounding deeper, more darker, almost devilish. "I...am...reborn, I AM....BORIS THE RED DEVIL!" As he hollered up into the clouded skies, sounds of thunder & flashy lightning could almost be seen.

"This...seems familiar." Spike spoke with worry in seeing what's happened to Boris now.

"Great, just like back home, this jerk becomes a devil, only more demonic." Ben sighs with grief, when last time the gang in Equestria saw Boris turned into a devilish-form was during the Demon Pony adventure, now even here is this world almost similar to the pony's world or what.

While the gang had problems, Twilight's focus was soon averted towards some panicky voices coming from somewhere; the school. The school's students were coming out to see what was going on and soon saw what they wish that they themselves haven't seen. As for the one in the sky turned around, Sunset Shimmer's demonic face stared down with evil & her crown glowing from more dark magic at the noise of the students.

"I don't like that look!" One of the male students exclaims in worry.

"Run away!" A girl student exclaims in fright.

Sensing danger, the students retreated back inside to close the glass doors, hoping to keep out the danger. But they did not know of what new threat had entered their neck of the woods. And soon, Sunset Shimmer flew her shadow over the doors that separated the teens from the demonic creatures outside.

"I had to jump through so many hoops tonight. Just to get my hands on this crown." The Demonic Sunset Shimmer spoke off from flapping her wings to land outside the school while Boris & the other demonic-shape forms of the duo's gang came around the demon mistress that held her hands to grasp in what she wanted. "And it really should've been mine 'all' along!" The other students stared from the glass with worried and concerns, being more fearful of Sunset Shimmer than ever before.

"And for those of you that thought you could get away with calling me Boris the Animal will answer to the DEVIL!" Boris responded off to say with mix anger with a loud 'booming' roar that shook the area on that last thing he said that spooked the students to quiver.

"Grrr...." Sunset & Boris in feeling their rage beginning to grow from all that has happen and done to be here now. And just then, instead of letting loose their tempers, both Demonic Demons of Sunset Shimmer & Boris actually showed off...a smile of some...remorse.

"But let's let bygones be bygones." Sunset held off her open hands to issue that instead of holding a grudge against the students or about what she's done to them, they should just let it all be and not let it drag them down. "I...am your Princess now!" She clasps her hands together to happily issue who 'she' is while the crown glowed with more dark magic. "And you will be loyal..."Sunset Shimmer held up her right hand open that glowed with magical energy, a bat came out of it while she expressed this slight point on what will happen," To me!" Then from a grip of her fist & from the forceful tone of what she'll want, the Demonic Sunset magically covered the outside wall to crumble.

Then with a swing of her wrist did the new Demonic villain throw the large rubble away, leaving a large hole and exposed students to face the Demonic version of Sunset Shimmer and her forces. The students screamed in fear to run away as Sunset Shimmer flew up and into the building to held up her hands to frighten them all. As she looked around to see the students cowering and fleeing, did her crown admit a darken emerald glow while her eyes became blank, almost Demonic as she is to terrify anyone. Soon Sunset held her hands to her forehead, eyes shut, but open them again to reveal, swirling eyes from her lashing dark eyelashes. Something was about to be cast from her now, but what...

And as the students tried to flee, white rings hovered over their heads, stopping the running beings before the rings turn dark to vanish in fusing in their noggins. Then the students turn around, glowing blank eyes, making groan moan sounds, almost acting like zombies. All of the students were under a dark spell as Sunset Shimmer stared in awe at her latest work in turning the students into her slaves, amazing. Soon Boris and their minions of the Demonic forms of Snips, Snails, Boxco & Dum Dum all awaited what their mistress wishes now.

"You four, round them up and bring them to the portal." Sunset pointed to the minions in issuing her order for the entire students to be brought along which Snips, Snails, Boxco & Dum Dum saluted to the mistress before rushing off to do their task. "Boris...try out your power I've granted you, and...weapon them up." She made a sly smirk in wanting Boris to show some of his stuff now with the students like she did.

"With pleasure, huhuhhu-hahahah," Boris responded with an evil cackle as he held up his hands to unleash dark energy waves of magic, equipping the students with weaponry. From guns, missile launchers, sniper rifles, swords, maces, axes, latest machinery of this world; And even outside appeared much horrifying demonic versions of military vehicles to look like an invasion force.

Soon as Sunset Shimmer was approaching to leave out of the building, she was soon met with...the obstacle of Twilight Sparkle that appeared. From behind her, Ben, Flash, Golden Heart, and Pinkamena were the other Mane Five's human lookalikes while Phobos & Spike seem to keep away from what happens next with Nyx and the CMC being watched over them and vice-versa, this was about to get seriously bad. Lorcan prepares to jump in if need be.

"Spoiler alert!" Sunset Shimmer tilted her head in a humorist manner in seeing who has come to try to stop & ruin her fun now. "I was bluffing when I said I was going to destroy the portal." She waved off her left hand to grasp it from explaining to Twilight & the gang about what she was gonna do earlier. "I don't wanna rule this pathetic little high school!" She laughs off to wave above the building, stating this was not a world she wanted to rule. "I want Equestria!" She leans down to grasp her fist in exclaiming from her dark thirst to conquer her own world. "And with my own little teenage army behind me, I'm going to get it!" She waved behind her, showing that hers and Boris's minions gather up all the mind-controlled students that held weapons are at the demonic villain's command. With so many students and equipped to fight without a thought t object, they are the perfect pawn soldiers for Sunset Shimmer's army. "But, you and your friends have figure it out, haven't you?"

"Yes. But we will not let you or Superior win!" Twilight said in determination.

"Oh, please! What exactly do you think you're going to do to stop me? I have magic and you have nothing! Now, let's see. What I need to do next? Aw yes, Flash Sentry, you will pay for betraying me! But I'll spare you. In return, you will be my faithful servant forever!"

Sunset used her hypnotizing spell and fire at Flash Sentry. But Ben push him aside before it hits Flash. The boy got hit instead and had been hypnotized. Everyone was in shock, especially Twilight and Nyx.

Twilight and Nyx screams out in fright, "Noooooooooo!"

Sunset smirked in amusement as she said, "This is even better than I thought. Yes! I could kill two birds with one stone. This is indeed great plan I ever create. Instead of me killing her, I would let her boyfriend do the dirty work. Ben, kill her!"

Ben Mare obey Sunset's power. Acting zombie-like, he turn and approach toward Twilight as the prince was about to kill his princess. She remain standing while looking at Ben, both horrified and terrified as Twilight cannot harm her loved one.

The Main Five tried to help but were pushed back by Dum-Dum's powers. Golden Heart, Pinkamena, Flash and the CMC try to help but were stopped by Boxco, causing Flash to defend the CMC from Boris's two stooges.

Unable to let Ben kill Twilight, Boris is about to attack but stopped by Sunset. The bully protest, "What gives! You'd said I would have her!"

"Give it a rest, Boris. This one is just a pony in Human skin while the real human Twilight is somewhere here." Sunset scoffs to Boris, pointing out that there is indeed another Twilight in this world. "I promise you that once we're done, I'll help you get her."

Boris huffed angrily, "You'd better."

Ben continue to approach Twilight. Nyx tried to stop her adopted father by pushing him back but he's too strong. Ben push Nyx away. The brainwashed hero is close to Twilight while she stands there and looking at him, both terrified and horrified.

Ben have approach her. He strangled Twilight high up. Nyx and everyone were shocked.

Nyx calls out to Ben, "Daddy! Don't!"

Sunset laughs sinisterly, "Yes! Kill her! Kill Twilight Sparkle! Make her suffer!"

Twilight sob while looking at Ben as he continued to strangle her, "......... Please. Don't do this. Wake up. Please, don't leave our people, our friends, our family. Don't leave Nyx. Don't leave me. Remember what is important. Please, Ben....... WAKE UP!!!"

Twilight's tear dripped through her face. One teardrop dropped from it. The teardrop itself enter into Ben's eyes.

Ben blinks a bit as he responds slowly, "Twi.......Twilight?"

Upon receiving the teardrop from Twilight, Ben's eyes became sparkling white than the blue swirling eyes; Both her voice and feelings, as well as the Elements of Wisdom and Courage, awakened Ben's Element of Power as it glowed in golden and brightly.

Sunset looks stunned as she yells out, "Impossible!"

Ben was covered in gold as his eyes return to his green ones. He looked at Twilight. He was shocked and realized that he's the one tried to kill his loved one. Ben put Twilight down. Everyone, even Sunset Shimmer was shocked to see Ben. He is freed from her powers. Feeling guilty and shocked in seeing his action, Ben became worried and terrified. Twilight hugged him.

Twilight says happily, "Ben! You're back!"

"But.......I tried........to kill you." Ben said in guilt and worry. He tried to kill Twilight and she accepted him back anyway?

"It wasn't you. It was Sunset. I know you'd never want to kill me because I love you as you love me."

Ben hugged back, saying with a sigh, "I know. I always do."

Sunset chuckled, "Aw love. I haven't felt that since the betrayal from two of my ex-boyfriends! Once I get rid of you, I can no longer be in pain and reminded of this pathetic memory."

Hearing that that got Ben mad, he let go of Twilight while snapping seriously to Sunset. "You think you can get away with this! You won't be able to conquer Equestria as easily as you think! We have our own defense and we can win without casualties to the teens here." He knows his world isn't as defenseless as Sunset Shimmer believes, there are plenty of brave fighters, the Machines of War, even the Dragons of Equestria, and win without harming the innocent bystanders.

"Hahahahahah, do you really think so?" Sunset Shimmer laughs off in finding this update funny for some reason. "I already know of what's gone on in Equestria from the beginning and learn about Twilight bringing the crown of the Element of Magic." She explained this out, much to anyone's shock that somehow, information was leaked to this world, but how? "And there's something else, not only has Twilight brought me the crown, but she's brought forth another power for me to take." The demonic villain grasps her left hand up in issuing to have another moment to obtain power, not just from the element she possesses.

"What?" Twilight yelped from hearing this, what could Sunset Shimmer mean, what…wait, another element besides the crown would be….the one in a living being; Ben Mare?

"And it's you, little Ben Mare! Ahh-hahahah," Sunset proclaimed the fact while using her dark magic from her left hand, to shoot a beam forth that ensnarled Ben Mare in a force-field. She may not have him as a slave anymore but the mad demon is determined to get his Triforce anyhow!

"Ben!/Daddy!" Twilight & Nyx cried out and before they could help free Ben, he was lifted up in the air near the villain encasing him.

"Nrugh…Let me out of here!" Ben struggled to break free from this magic dome, but his strength alone wouldn't cut it.

"Not a chance! Not only will I have the Element of Magic under my control, but your Triforce Element will be a nice bonus for my work." Sunset Shimmer responded to not let this prize slip her hands, she wants it all. "And once we reach Equestria, none will stop me!" She shall soon have more power than ever before and gain what should have been hers from the beginning.

"Sunset, don't you see…you're becoming like King Sombra!" Twilight suddenly spoke off to sternly issue what the girl has done to not only this world, but to herself as well. "You're losing yourself to the darkness that can destroy everyone back home, including you! You'll eventually be corrupted to be alone without anyone to care for you." The girl sees that if Sunset doesn't stop, she'll experience what became of King Sombra and that's something Twilight has always feared herself of becoming, but to see it happen to another is just as worst, even if the princess no longer fears of becoming the monster himself.

"Silence," Sunset Shimmer roared off with a loud boom tone in being upset. "You dare say I will fall! Ludicrous," She issued that what Twilight is suggesting is false at best. "You think I fear something you've feared since becoming an Alicorn princess, don't make me laugh!" Sunset remarked off the idea as being said that she was afraid to be like this, a Demon instead of a beautiful princess, hardly. "For all your struggles, how could Celestia believe you to be greater than me," She remotely stated that her old teacher made a mistake to believe Twilight Sparkle could be even better than her.

"Because Twilight has something else you don't have, Sunset Shimmer." Ben spoke from within his imprisonment that caught some attention. "And you know precisely what that power is." He can see from the Demonic expression from the girl that she knows what power Twilight Sparkle can still gain even now that Sunset never could.

"A prisoner like you shouldn't talk back!" Sunset Shimmer snapped off to increase the force field around Ben to shock him.

"Urrghh…" Ben struggled from the force, it wasn't so bad, but not so good either.

"Ben!" Twilight called out with worry in seeing what was happening to her love.

"Oh man, this is almost looking as bad when Lorcan started a war invasion & nearly succeeded!" Phobos grip his paws on his head in seeing how bad this is looking now.

"Do you have to bring that up now of all times?" Spike dryly issued from what the former Moon Dragon brought up was about his own brother.

"You believe I don't know of what moments have happened back home, just cause it's been three years hardly?" Sunset responded off in hearing the dogs say such things to which, she knows despite being here in this other world. "I know about Ben's Demon past, I know of the war about Tadaka's army from his first born Dragon son, I even know about the Three Tribes rulers' return to start another conflict." She spoke of knowing very much, about all the things that happened in Equestria even while being absent. "There was one pony that truly understood me, known all along that I was right to be princess, and it was 'he' who's told me about my chance to acquire the crown from Twilight Sparkle!" Sunset explained something that was truly something that was shocking for the gang to hear and learn about.

"Who; who told you?" Twilight asked off in suddenly wanting to know, who was the pony from their world that helped Sunset Shimmer? She already had a good guess of 'who', it must have been the one calling himself; the Superior!

"Hehuhuh-hahahah….a creature with a fear reputation to be on near compression to even the great & powerful creature sealed within Tartarus: The Overlord King, Grimmore." Sunset Shimmer spoke off from a cackle in bringing up the subject of a high scale level, much to the shock of any resident of Equestria to imagine what the villain here was addressing about. "The one I speak of was once responsible from what happened during a great conflict centuries ago with Discord's involvement. Yes, it's through him that I'll finally be a part of the bigger picture with those that understand my position! And we shall RULE!" Sunset declared off that once she returns, the Apocalypse Ponies will have her as a member; she'll have her own group. "And with the Triforce in hand, nothing will stop such fruition from coming true!" Now with everything, she'll only need to get by the gateway to return and have everything she wants.

Twilight was about to rush over to rescue her love still held by Sunset Shimmer, or was about to anyway. But then Boris's new form stomp before the girl, blocking Twilight from going a step further.

"Out of the way, Boris," Twilight snapped in wanting this jerk of a bully to step aside.

"Forget it, Ben Mare is done for! Now you shall gain a prize worthy of your stature!" Boris declared off that as of now, he'll have Twilight while Ben Mare is taken away.

"She never liked you, you big meanie! My daddy's twice the man than you are and you're not even a man!" Nyx protest out to remark that Boris will never have her adoptive mother cause her daddy is more of a man than the jerk is from being a Demon instead.

"Insolent brat," Boris shouted off to aim and fired off a warning shot to which Nyx dodged from the Demonic rifle that the guy held. "How dare you say I'm a lesser being, when I have power & that filthy Earth runt can't stand up to my might!" Boris declared off that he has obtain something more than Ben Mare ever can, why should Twilight go to someone that he judges unworthy?

"A teenage Boris willing to kill...yeah, I can understand a grown up Boris, but a teenager Boris? Really," Spike asks in annoyance and disbelief. Even his brother who is hiding finds that out hard to believe.

"Leave her be! Can't you even see that Sunset Shimmer is using you for her own reasons? Just as she is being manipulated by whoever is controlling her." Twilight snapped off to protect her daughter from this enemy, even if she is powerless, she won't standby and do nothing about it.

"Nonsense; I control my fate, Boris, if you want her, then make it so she won't make me destroy her!" Sunset Shimmer snapped in anger from being lied about the Superior using her and orders Boris to 'take care' of Twilight so she can't stop her.

"With pleasure," Boris smirked with a sneaky grin; he'll make Twilight his…even if by force.

"Best you watch Ben Mare, your special pony will be tainted by your rival of this dimension, oh the irony!" Sunset Shimmer smiled in about to witness a scene where Boris takes away the thing Ben loves most of all.

"No…Nooooo!" Ben pounded his prison; he can't have Twilight get taken, not now, not ever.

"As spoken, what I want, Boris the Red Devil shall get!" Boris declared off from glowing a red aura to approach Twilight with something from his hair…going for the girl.

Twilight looked fearful, as did her friends, but from the new princess, she remembered seeing this like a deja vu. The Boris from Equestria tried to completely corrupt Twilight's soul, and almost did if not for Ben's interference during the Lorcan Warfare, but now…her love can't save her. Will this be the end before Twilight can help stop Sunset & Boris's evil plan from beginning?

"Hay Boris the Animal with the BAD Attitude," A Red-Neck voice hollered out that suddenly interrupted the scene happening.

"Daaaughhhh," Boris's concentration broke as he groans from hearing that name which also helped snap Twilight to her own senses that….'someone' was not out. "Whoever just called me that, will suffer my Wrath when I…" Boris turned around to threaten the being that dare called him the name he hates and would have acted if not for… "Splat," A sudden thing that was thrown and splattered all over Boris that was….a brown pie, "Pugh-pugh…what's this; Pie; Ugh…tastes like mud!" Boris yelped to wipe off the disgusting stuff, who dare would throw a mud pie at him?

"Plenty where dat came from," The same voice hollered again to make everyone turn to see someone standing up to the demonic villains. And would you believe it, it was Hobo Joe on top of the building, riding on some motorized motorcycle with a sup-up tennis ratchet machine that was in front of the bike's side-car.

"Hoboken Joe," Twilight, Ben, Nyx, Flash, Golden, even Spike & Phobos spoke the name of the one hero of the hour to show up, and boy, they were not expecting this save.

"Yeeeehhaaaahhh," Hobo Joe cheered off with a battle cry to drive the bike over the building through some ramp setup, and soar in the air. Crazy!

"Stop him! He'll ruin everything!" Sunset snapped at her followers to stop the fool that is trying to interfere.

"You heard her, get him you dolts!" Boris snapped from seeing his own Lackeys not responding quick enough.

"Right boss," Dum Dum & Boxco saluted before they, along with Snips & Snails, took to the skies to tackle the foolish hobo.

"This here's for the blackmailing, eat mud, punks!" Hobo Joe snapped off before firing off more mud pies from his kooky device that got them stooges.

"Gaaughh," The four minions yelped from being blinded with mud pies in their faces.

"Hehyaaahh; Eat mud pie," Phobos cheered from finding this the best show to see, villains eating pies made of mud.

"Splat," And then Hobo Joe fired off one pie that managed to hit the center evil; Sunset Shimmer. "Urraghhh," Sunset Shimmer groaned to use both her hands to wipe off the disgusting pie, but she cancels her force field holding Ben,

"Wooh!" Ben yelped from feeling himself about to fall since he was hovered above. "Gugh, hugh!" He yelped from a few moments falling, to land in the side car with Hobo Joe landing their ride on the ground. "Hobo Joe, when did you learn to drive like that?" Ben asked from never, EVER, seeing an old friend from his own world do a stunt like that.

"Told you I was a retired veteran, this here's nothing!" Hobo Joe issued off from driving the bike to head on towards Twilight's group….

"Bang; Boom," Suddenly, a shot destroyed the bike sending the passengers flying to skid across the pavement. The others gasped and saw who did it, Boris.

"That's far enough for you two!" Boris snapped off from having removed the pie to fire off his demonic rifle at the fools.

"Urrrgh, I should have just taken control of the Triforce Container like the others, so now…." Sunset Shimmer groaned before performing the same spell she did to the students. "You're mine!" And then from opening her eyes, she unleashed a magical ring to capture and enslave the mind of the Triforce wielder that can't defend against this once again. This time, the villainess has doubled the power to make sure that he won't break out of it again.

Soon everything went into slow motion, many could only stare in what horrors could be that if Sunset Shimmer controls Ben Mare again, he'll become an obedient mind-slave and this time for good. And soon the power of the Triforce will serve Sunset Shimmer and an anonymous outside group of villains to what's happening here. Ben shielded himself for the worst again, but then someone came and shoved the guy away before the control rings almost got the boy.

"Gugh…" Ben yelped with a cry from skidding across the ground, only to gaze up at what he and the others saw.

At this moment, poor Hobo Joe was in the spot where Ben Mare stood, and soon the mind-control rings hovered over the guy's mind just before vanishing inside. And from a groan that came with it, Hoboken Joe was shown with the same blank eye expression of a zombie like the other teens. Many of the other bystanders were horrified that a sacrifice was performed, but at a cost of someone else's freedom and it hurt those closest to knowing Hobo Joe.

"Hoboken Joe; Nooooo," Ben cried out to stand in horror, the man that helped him get over his problems from his childhood, and even now, was enslaved by mind-control by Sunset Shimmer.

"Ugh, I wanted to make a teen army, what am I to do with a useless old hobo?" Sunset Shimmer complained in seeing she missed her shot to manipulate to control Ben Mare, what is she to do now with having an old janitor hobo in her army to conquer Equestria?

"Let him serve as a punching bag or for target practice for his abusive interference." Boris exclaimed from glaring at the old fool, and was almost about to beat the mind control hobo when…

"He's not useless and you won't hurt him!" Ben's voice cut across for Boris to glare at his hated rival, the fool wants to defend another fool from protecting him. "I may not have the power like I should, but it's still deep inside me. Wisdom, Courage, Power, it's more than just their magic; it's what makes a person feel they can do something. So long as I have my own friends and family, you two won't get away with this." Ben issued about having to never give up, and he'll fight to the bitter end.

"You tell them daddy!" Nyx cheered for her father in standing up even against the odds.

"Yeah, the same goes for you too Twilight!" Spike called out to encourage Twilight to take up some of Ben's look on things.

"Yeah, if even a hobo can take on demons single handedly with a cool bike & a cooped up tennis gun to fire pies to free your love, you got just as much chance as the next!" Phobos also shouted out that if they thought all was lost, but if even one individual, be it hobo or otherwise, then even Twilight should see it clear as day.

"Ben…" Twilight spoke from staring at her love gazing with determination in his valiant eyes. "Hobo Joe…." She saw the mind-controlled hobo; he's gone and risk his own to help even the powerless & saved Ben at the cost of his own. "Nyx…Spike…Phobos…" Twilight turned to those that also came with her, absorbing the words of encouragement. "Everyone…" She looked around to all those that have stuck to help and are not losing hope, so why should she?

"You four, get back to your positions!" Sunset Shimmer snapped at the others to which Snips & Snails returned to their post while the demonic villain had the other two before her. "Dum Dum & Boxco, make sure to have Boris keep Ben station." She does not want to lose the Triforce container; his power must be theirs no matter what.

"Yes ma'am!" The minions saluted to go to where they are needed now.

"Tell me Sunset, you want his power, but does he have to be 'alive' for it?" Boris looked back at Sunset in wanting to know, does Ben have to be alive, or possibility…'otherwise', for a less struggle method.

"Either way will be fine, so long as his body can be brought back to have his power taken from within!" Sunset shrug off her shoulders to not caring how the deed is performed, so long as she brought Ben Mare to have his Triforce power taken out.

"Oh, I think I'll enjoy seeing you squirm to wanting to live or let me shoot you to end your pain. Either way is fine with me." Boris made a wicked expression in hoping to see either choice be made by the boy that has no way to defeat a demon as powerful as him.

"Hey, back off!" Spike snaps as he jumps in to defend Ben if need be. "I am not afraid to fight even if I am a dog."

"It's a shame you weren't trained to use a beam sword." Sunset taunts as she pulls out a black hilt with a button. "But I have!" The demon activates her beam sword; the color of the blade is yellow whilst the core is white.

"How can the core be white? It should be black!" Ben begins to say in shock and alarm.

"Wait, it's flickering blue...that means-" Nyx begins to say in worry. Even Spike is hesitating at this point.

"Well, now that the little, rebellious problem is settled, I can now begin to have complete control over Equestria!" Sunset Shimmer responded in seeing that from whatever actions happened, are under control now, "Time to continue my original plan by invading to rule Equestria, and not even the princesses themselves…will stop me!"

Twilight was horrified at first in what was already happened to the students & those she's come to care about and from what the situation has become. But then suddenly, she got a determine expression to replace over her fear. "No! You're not getting Equestria!" Twilight protest out in standing against Sunset Shimmer's plans to use these innocent human versions of ponies back home to have them conquer Equestria for someone like Sunset Shimmer's own selfish desires.

Just then, some force of wind was blowing near Twilight which made her be spooked a bit to see who was coming, but got her brave face on to not be scared.

"Oh please!" Sunset Shimmer flapped over near Twilight in speaking off the girl's absent thoughts of stopping her. "What exactly do you think you're going to do to stop me?" Sunset had her hands on her hips in challenging a remark to what Twilight can even do to keep her from doing what she wants. "As I said before, I have MAGIC!" Sunset lifted her left hand to tap herself as the crown glowed from more dark magic exposure. "And you...have NOTHING!" Sunset Shimmer floated near Twilight, crossed and waved off her arms while her hair ignited like live flames in pointing out...that she has the power & that no one can stop her now. As the glowing gem from the crown glowed ever more, the villain's hair slowly form back down from what she did to stare with an evil expression to not have Twilight stop Sunset this time, nothing will help stop the villain now.

"She has us!" Rainbow Dash spoke off from when she, Pinkie Pie, Applejack who picked up her hat, Rarity and Fluttershy surprisingly, all stood up together with serious determination. For they will not let their friend fall, they will stand tall or fall while never giving up on Twilight.

Twilight smiled from seeing behind her that she was not alone, she had the strength of her friends. Friends like the ones from Equestria, they are all the same, the Mane Six were what have helped Twilight overcome obstacles against other threats to their world, and they do it...together.

"Grrr...." The Demonic Sunset Shimmer looked from Twilight back at the others with a growl in seeing this 'touchy' scene. How was it that despite everything, despite being more powerful than all the rest & making the situation show there was no hope...how could such bound of hopeful light such as Friendship give such strength; it's nothing but nonsense. "You have everything, Twilight! Your colt friend, your family, your friends, your princess and your fame! I have nothing! No one cares for me except my leader. When I'm with him, he sees potential; he knows I can accomplish great things. When I get rid of you, I'll be at his right hoof side, sharing power over Equestria."

"Whoever your working for won't share power; He's using you, Sunset." Twilight said, trying to speak reason to Sunset. "You're a stooge. Get out of your fantasy, come back to reality!"

"Lies, Sparkle! One day, I'll overthrow my leader and take complete control over Equestria!"

"Very well, Sunset Shimmer, there's only one way to settle this."

"I was thinking the exact same thing!" Sunset snarls madly to Twilight.

Soon the girls ran up with determination with Twilight still smiling at having her friends besides her, just like back home this was.

"Whah-hahahah-haaahhh...." Soon the demonic laughter from Sunset Shimmer got even Twilight to look up with a serious face as she & the Main Five of her friends stood up together against the powerful demonic villain while Sunset blew more wind from her wings down at them. "Gee, the gang really is all back together again." Sunset Shimmer held out her arms to lightly issue how the Main Six have all join up like how it is from Equestria, despite keeping these friends apart. "Gwaugh-hahaha-huuugh...." She laughed so hard, a tear escape and she wiped it off, this was truly a marvel to find humorist that now Twilight has made the same friends here just like before to work together to stop all evil. "Now step aside!" Soon Sunset had her eyes glow emerald blank, her crown glowing with dark magic, and from her palms were darkness creating in the center of her separate hands; an orange sphere that was admitting inferno. "Twilight has tried to interfere with my plans ONE too many times already!" She snapped off in wanting to deal with Twilight now, Sunset will not have the girl ruin her chances after finally having it all. "She needs to be dealt with!" Soon the spell was completed as Sunset held a sphere of inferno that grew into a large size, preparing to throw it at one annoyance; Twilight Sparkle.

"Wait Sunset, you said she would be mine!" Boris spoke from hearing that last part, and protest about the agreement that Twilight would be his, not destroyed.

"Do I need to remind you again?! Sorry Boris, but this girl has GOT to go! And besides...she's from another world, you'll get your shot with this world's Twilight." Sunset Shimmer explained that she doesn't care, and for Boris to be reminded once more there is another; he'll have his chance again. "Now follow my orders and secure Ben, kill him if you want to satisfy your thirst! I want his Triforce Element, finish him, then finish his version in this world, and you shall HAVE...your prize!" She exclaimed from sounding more and more demonic that so long as they obtain victory & the next powerful element before them, nothing else matters.

"My prize...yezzziiizhh...." Boris slowly spoke; his eyes shimmered like fully letting the darkness guide him as he held up his dark demonic rifle at his prey.

"Grrrugh...." Ben groan to look for a way to fight against his foe and with Boxco & Dum Dum blocking his two ways out to being cornered by the wall; it'll be a miracle for him.

Soon Sunset Shimmer throws the attack heading for Twilight and the Main Five cover their friend to prepare for the worst. Then a bright flash of red enshrouded the entire area. No sooner had Boris fired his rifle off against Ben Mare as the guy stood his ground but held his right hand to his chest…almost grasping for something, but was covered in the explosion shot from the devil foe.

"Guahahahah-Hahahahaaah…" Sunset Shimmer was seen cackling with her arms cross, she's done it, and now…none can stand before her.

Nyx sobbed and cried, "MOM; DAD!"

Sunset laughed evilly. Nyx was about to run towards her parents but was stopped by Flash as he couldn't let his friends' daughter be harmed. The girl continued sobbing and cried as she hugged Flash Sentry. Nyx lost her family. Spike and Phobos whimper. The CMC cried and sobbed in seeing their sisters and suffocate sister killed.

Flash saw the sad faces on children as he clenched his fist tightly and his teeth bared fiercely. The boy glared at Sunset as he snaps, "Is this what you want? I hope you're happy! Happy to get anything you want because I'm not happy for what you did!"

Sunset was shocked while glancing at Flash as she remembers what her former colt-friend had said before her break up with him.


Flash saw what Sunset did to the poor and innocent fillies, foals, elders and family when she used the magic on them. Angrily, the Pegasus snaps to her, "Is this what you want? I hope you're happy! Happy to get anything you want because I'm not happy for what you did!"

End Flashback

Boris & his minions smirked with pride, they've won, now nothing could stop them, nothing…

Or so it was seen to be…

"Haaugh," Suddenly, Sunset Shimmer stops laughing to gasp in surprise in midair… "What?" She yelped, as did Boris & his crew that saw where Sunset Shimmer attacked the Main Six….showed that they were coated in a pink magical barrier; protecting them.

Upon their nervous worries did the girls stop to notice that they were not harmed. They let off the hug to still hold their hands in a ring around Twilight still in position of what would have happened, but it never came. Soon Twilight began to notice that she and the other five friends are all glowing with magic. Applejack & Rarity held hands to notice this strange event, but smiled at the other. Fluttershy & Pinkie Pie held hands in smiling of what was going on was actually a good thing while Rainbow held Fluttershy & Rarity's hands around. Suddenly, Twilight's worries began to fade as she suddenly showed…a smile of rejoice!

"The magic contained in my element was able to unite with those that helped to create it." Twilight step forth to point out something to which Sunset Shimmer never anticipated as the demonic villain held the crown.

"So what….you still lose and it's still mine to use! And so will be the Triforce!" Sunset Shimmer protest to state that the crown is hers and so is Ben's Triforce; Twilight has lost both to her.

"I rethink that if I were you!" Ben's voice exclaimed off that subject about himself.

Soon from the smoke clouds where the others turn to see, something appeared from where Boris shot at his hated rival for Twilight; Ben Mare. Only something was different about him, his shirt with the Triforce symbol was glowing, and in his right hand he once held to that chest point was….a sword. But this was no ordinary sword, it was the Master Sword Ben has uncovered that he can summon, and now his body was glowing with golden magical energy.

"He's alive! It can't be!" Boris spoke off in protest in not believing this, how did Ben survive his blast?

"Bu-bu-but he is! He's standing over there!" Dum Dum nervously responded in seeing that Ben was alive.

"And he's glowing & holding a sword!" Boxco pointed out what Ben was showing & wielding that earn just as much attention.

"That…can't be! The Master Sword," Sunset Shimmer yelped in surprise in recognizing the very magical sword of legends with the Triforce. "But where…how could you have it and the Triforce…wait…the element has…" The girl suddenly realized the worst outcome, Ben has reawakened the Triforce element, but why, how did he obtain the skill to do so?

"Been awakened, exactly," Ben finished up that sentence in what Sunset was almost about to say. "The Master Sword is connected to my element; I had to only pull the sword that rest within me, to awaken it and the Triforce, now I got my own magic back." From that explanation, somehow, Ben had to first call the sword from himself, literally, and that allowed the Triforce power to be active again to aid Ben.

"No….you can't use magic here! The sword itself can't come with the Triforce unless…" Sunset Shimmer responded in shock, how could Ben regain his power in this world, just from having the sword brought forth unless….the two are connected. "The Hero of Legends that pulled it, and you wielding it could mean….a connection between the three Triforce Elements & the blade from the hero!" Sunset Shimmer studied such magic about the Triforce & the Master Sword and the Hero of Legends in-between the two could mean…Ben Mare is connected to them all; but how?

"Who knows, but you got your own problems now." Ben shrugs off to say that while he doesn't know much, the villain will have her own worries to deal with. "What Twilight said is true, the Magic Element united those you split apart that helped create it in the first place. Which means, it'll return the favor," The guy spoke with stating a fact that confused Sunset, what did Ben mean by what Twilight said?

Suddenly without warning, the crown on Sunset Shimmer was glowing from the jewel center, but not of darkness...but of light! This confused Sunset Shimmer as she saw the crown let off a gently pink wave of magical energy. That magic was slowly beginning to head down towards Twilight's group, enshrouding them in the brightest light that levitated them up off the ground. Then from an implosive wave of bright magic, something began to happen…

Soon the girls begin to transformed: a familiar three apples symbol goes by Applejack as pony ears grow in place of her regular ears. The girl grins as a pony tail comes out of her behind. As a green flash goes around her, Applejack did a pose as Twilight is heard saying, "Honesty!"

Butterflies flew upward. Fluttershy look surprised as she got pony ears of her own then the girl notices Pegasus wings growing out of her back with a tail coming out of her behind. As a pink flash appears, Fluttershy pose as Twilight's voice now say, "Kindness!"

As balloons appears, Pinkie saw pony ears coming out of her head and a familiar bouncy pink tail coming out of own behind, making her grin silly as she stares at it while looking upside down. Pinkie now did a cartwheel, stopping for a flash and a pose. Twilight's voice adds, "Laughter!"

As diamonds flew by, Rarity smiles as pony ears came out of her own head. Her hair begins to become curly like her pony self and a curly purple pony tail is coming out of her behind. The girl spins around and pose in a flash as Twilight's voice adds, "Generosity!"

Rainbows appear as Rainbow herself grew pony hairs, Pegasus wings from her back and a rainbow like tail from her behind. She did some kicking and pose in a flash with Twilight's voice yelling, "Loyalty!" The girl grins as she zooms off just like her pony self.

Now Twilight appears, smiling as she said, "Magic!" Pony ears came out of her head, her alicorn wings came out of her back again with a familiar tail.

Ben grins as he grew pony ears of his own, along with a pony like tail. Nyx giggles as her pony ears, horn and wings appears, the two looks like pony hybrids along with the Main Six!

Once the girls were transformed, they stood out from within the shining light with Twilight in the center and receiving the magic from the Magic Element. From left was Fluttershy, Pinkie Pie, Rarity, Twilight, Rainbow Dash & Applejack, all have transformed from the element, but unlike what became with Sunset Shimmer, it was not darkness, but light.

"Together with the crown, they created a power beyond anything you can imagine." Twilight explained from within the field of all the elements used together and what they can create. "But it is a power that you don't have, or don't even have control." As Twilight was explaining, Sunset Shimmer was trying to pull away, trying to resist that the crown was helping her enemies.

The demonic villain screeched and held her head in pain, what was wrong here, she should be winning, she won, she had it all, yet why…WHY was this HAPPENING? She glared at Twilight, the one doing all this, how could the events change by such a power she can't control, why…?

"The crown maybe upon your head, Sunset Shimmer," Twilight issued off to state how her element maybe on Sunset's head & has given the enemy power, but… "But you cannot wield it." She shook her head in stating the fact that Sunset Shimmer cannot wield the power of Magic from the element. "Because you do not possess the most powerful magic of all," As Twilight issued this off, she held up her arms in about to say the very potent power of all and that is why the villain shall lose, "The Magic of Friendship!" As Twilight issued this, she grasp her friends’ hands nearby, announcing the power to beat all odds was the power of friendship in making friends.

Once the magical wave entered Twilight's field, soon the transformed Main Six humans position themselves to form…a heart. Twilight at the bottom, Rarity & Rainbow Dash on left to right, Pinkie Pie, Fluttershy & Applejack on the left, middle and right spots to create a human heart form. And from there, a strong magical force began to charge around them.

"Here's a little something from me, Twilight!" Ben Mare responded to fire from his own glowing Triforce mark to empower Twilight's group with his own element, just like from before with Tirek's return.

Then a powerful light burst from the heart that was spiraling around up towards the sky to stop in the center…. Soon from the cloud center shot off what was the Elements Of Harmony's rainbow, the once known Rainbow Of Light of long ago again.

"Naaugh-Naaugh," Sunset Shimmer held up her arms in seeing the rainbow was heading directly towards her and shut her eyes, "Daugh-Aaahhh!" The demonic girl yelped as the rainbow shoot around her floor space in the air and began to spiral upwards around the yelping terrified Sunset Shimmer, "What…Is…HAPPENING!?" Sunset Shimmer cried out from looking worried as the rainbow completely covered her from bottom to top, this couldn't be happening to her, but it was!

"Uh boss, maybe we should run." Dum Dum responded nervous to seeing things are turning for them.

"Yeah, our ducks are burned!" Boxco yelped off in seeing the girls are beating Sunset and they'll be next.

"That's gooses are cooked! And I'm not afraid of someone wielding a sword, ram him!" Boris snapped to get his goons under control and soon had them take to the skies to charge right for Ben Mare. If the villains are going down, Boris will take Ben down before then.

"Looks like you never learn." Ben spoke from gripping his sword, positioning himself while the weapon was charging for a few seconds, "Sword Beam!" The guy roared out from performing a move from slashing his sword outwards, unleashing a crescent beam wave similar to a sword, "KAPOW!" And it imploded on contact against Boris's gang, blasting them backwards while reducing Boris's demonic rifle to dust.

"Gaaaughhhaaaaaaaahhh," Boris and his stooges soon were send straight into the rainbow that swallowed Sunset Shimmer and what happens to them will come out from the after results.

The rainbow continued to grow in a tornado form until it reach its limit and then fired off bright flashes of white & the other seven colors like fireworks in the night sky.

"Here and in Equestria…" Twilight was seen explaining something about this world and their own pony world. "It is the only magic that can truly unite us all." Twilight held her hands to her chest, eyes brightly glowing white to state that with friendship & it's power can unite all creatures.

Then without another warning, another burst of white like escaped from the Main Six's area to redirect the rainbow shooting in the skies towards the school. The rainbow beam tapped against Flash Sentry's forehead, making him yelp though he isn't brainwashed. But then from him, four shots of the rainbow hit four other students in the school, and so on, and so on. It wasn't long until Flash Sentry noticed & saw the other students that they were free from their enslaved control of Sunset Shimmer.

Even Hoboken Joe outside got a taste of the rainbow that passes through his head that freed himself. "Hugh? Wha I miss?" Hobo Joe asked off in not remembering anything before pushing Ben out of harm's way.

At the moment, Snips & Snails floated with worry in the center before the rainbow beams shot against the demonic teens. And soon was making them spiral off in a similar rainbow tornado like Sunset Shimmer.

Then from a wave from Twilight's arms, a mighty glow brighten from her and her friends that completely covered all areas.

By the time it was done, did much of the students come near the destroyed entry to see above…a clear night sky filled with stars and the full moon. And just by the pony statue, the Main Six, still in their pony-hybrid transformations, slowly began to push themselves up from being on the ground. But Twilight was shown the most late in showing any activeness of begin awake.

"Twilight; Honey, you okay," Ben ask as he and Nyx stood near Twilight. Spike and Phobos licks the girl, making her giggle as she hugs them both.

"You did it, mom!" Nyx giggles happily and with a smile. Twilight's friends, even the CMC, Pinkamena and Golden Heart came over with grins.

"You did it, you won!" Sweetie giggles happily.

"Yeah, you whooped her good!" Scootaloo exclaims in agreement.

During the moment of this touching moment, Twilight's friends gathered, but stop to notice something surprising. And soon Twilight noticed it as did Spike, Nyx, Phobos, and even Ben.

A few feet away, there was a crater in the ground that was very deep with black smoke escaping it. The power of the elements most have done that to Sunset Shimmer who was the main focus from the rainbow defeating her from the combined power of friendship.

At this moment, Twilight began to wonder, and soon stood up with a curious expression. As we see Twilight's shadow moving across the ground's pavement towards the crater the heroes made, there, at the bottom, completely defeated was Sunset Shimmer. Only now, from the smoke escaping off her body, it was not of her demonic form, but rather the form of her human appearance in this world. She looked like a mess on her knees and arms pushing her front up; it was her utter loss.

"You will never rule Equestria!" Twilight sternly spoke with a noble authority about what this foe tried to do in her own selfish goal to gain. "Any power you held in this world is GONE!" Twilight continued to explain while the hybrid forms of her and the Main Six stood to stare down at Sunset. "Tonight…you showed everyone who you REALLY are." The girl waved her left hand to show from those coming around the crater were Flash Sentry, Pinkamena, Golden Heart, Sweetie Belle, Scootaloo & Apple Bloom in staring down at Sunset Shimmer with looks in their eyes…as if seeing the girl as someone else. "You've shown them what is in your heart." Twilight tough, but firm tone in telling this to Sunset as those that continue to gather, only saw what kinda person, what kinda being Sunset Shimmer really is…deep inside her own being.

From below in the crater, sounds of…crying was heard. And soon Sunset Shimmer's face rose, looking like a mess, messy hair, and her eyes…full of sorrow with tears leaking from them. "I…I'm sorry." The first thing spoken that sounded of a sincere response from the girl that was now traumatized & repentant. "I'm so sorry!" Sunset cried out from where all saw her in the crater, hearing her apology while she sounded sad with a mix of remorse. "I didn't know there was another way!" Sunset looked around in saying that for her, she never knew there was another way…another way that was different than the evil that she has done to rule this world.

As those that stared down at Sunset Shimmer's traumatized state, those like Applejack, Rarity & Rainbow Dash, who the latter was flapping her wings, held stern expressions to the fallen foe. But those like Pinkie Pie, Fluttershy, and even Twilight showed a form of sorrow for Sunset Shimmer. But each expression was meant for different things, but the question was for how they would be for Sunset in her state.

"The magic of friendship doesn't just exist in Equestria." Twilight shrug off her shoulders to shake her head about the fact, that friendship that is magic by the ponies knowledge isn't just in Equestria its self. "It's everywhere." Twilight turned around to express a smile to those that she cares about as her friends while Sunset Shimmer is seen trying to hide her crying self of shame.

From the view, we see the other Main Five get together with Pinkie Pie popping out and hugging Rainbow Dash, Rarity and Fluttershy together while Applejack stood further to the right, but smiled.

"You can seek it out!" Twilight exclaimed from how friendship works from her friends, they each had different expressions, but they all are happy to be together. Even Twilight was smiling in having to uncover friendship and be around her friends here. "Or you can forever be alone." Twilight's expression became sorrow of a serious matter that if Sunset doesn't seek friendship, she'll always be left alone with no one to be there for her. "The choice is yours." She looked with her eyes to the crater; shut them in awaiting the judgment of what Sunset shall choose…follow the path to make & be good friends or be cruel & alone….one decision…is all it takes.

Soon Sunset Shimmer was seen struggling to bring herself up to the edge of the crater. She was still crying while looking completely different from before, no longer evil, the effects from the Rainbow from the Elements have clearly remove the evil darkness. Twilight could notice Sunset Shimmer's position from what has happened; it was just like with Nightmare Moon that return Luna back to her good self. Now a beaten, powerless Sunset was on the ground, looking like she could never be a threat again, but the choice of what she'll do…is up to her, not the heroes.

"But all I've ever done since being here is…" Sunset Shimmer looked up to Twilight with her teary eyes in expressing what she's been doing since being in this world. "Drive everyone apart!" The girl scrunched her eyes in admitting that the worst choice she's done to become what she was. "Even enforce Boris to expand my rule without caring for him or the ones in my gang." She gasp her hand to her mouth in seeing the horrors she has done without being kind, nothing but separate friends to keep to their own kind and never mingle and to keep it that way. "I don't know the first thing about friendship!" Sunset Shimmer looked up to Twilight in truthfully admitting that she, from her tears, knows many things from Celestia, but the one true thing she never understood…was how to make friends. She shut her eyes, admitted her shame & guilt, Sunset can't make friends because she never knew how, and that's why the former unicorn has decided to push others way to keep other people from being or having friends with her. She was just awful, it was even why the Superior of the Apocalypse Ponies offered her a chance to be a part of a group so she never be alone without friends, but now it would make sense that after this…she'll never have those to be 'true' friends.

Suddenly, within the girl's remorsing repentant of traumatized agony, a single hand was extended to her and grip Sunset's left hand. She opened her eyes in surprise, someone was actually 'helping' her, but 'who', and 'why', she has no one now. No one should even help her, they would just wanna leave the girl, so who was? From her wet watery eyes, Sunset Shimmer looked up to see the hand that wanted to help her up was…the very pony that she toyed, taunted, tried to humiliate & do horrible things to her; Twilight Sparkle. As she lifted Sunset up, the latter was up to her feet and out of the crater, but why would her enemy help? Sunset was lost & confused to see this happened and from Twilight's smile, she had something in mind.

"I bet they can teach you." Twilight turned to wave motion her left hand to let Sunset Shimmer know, that her friends, the Mane Five of this world, can teach her about friendship. Sunset looked up in almost about to burst into more tears, Applejack, Pinkie Pie, Rainbow Dash, Rarity & Fluttershy stood by with proud faces (well Rarity's was more 'yes, sure, why not' kinda thing, but close). Sunset comb her messy hair back, was Twilight saying that her friends can teach her how to understand friendship and even….have friends? The girl was so awe-spark that she was left speechless, Twilight Sparkle was willing to help Sunset despite everything, to let bygones be bygones, she was…she was…being an honest to good friend to help a hopeless cause like Sunset, make friends.

"Those are my girls! Whoo-hoo," Spike cheered off with a happy expression before standing up to clap his paws.

"Yep, it's the whole Discord going from bad to good, all over again!" Phobos nods to stand up on two paws to proudly declare what is happening here, happened before back home with another former villain.

Course this action did earn some attention from the other students.

"Did that dog & the other dog just talk?" A student with a drum mark on his shirt asked off stump in seeing Spike & Phobos talk now, "Wooh, weird!" The human pony version Dude responded in seeing this was a weird thing to notice.

"Seriously," Spike was stumped to wave up a paw at the guy for saying that just now. "A talking dog is a weird thing about all this?" He shook his head in not believing this, after everything that happened here, talking dogs earn a bigger attention grabber?

"Seriously, and if you're wanting to call the media to get us on reality TV, don't." Phobos responded off in making his own claim statement about this moment here.

Rarity and Nyx picks up the dogs, the purple haired girl giggles while petting Spike, "I, for one, think you're adorable."

"Oh, yeah." Spike said with an eager look on his face though Phobos just roll his eyes at this.

Ben soon saw around some dumpsters that Boris, Dum Dum, and Boxco had also return to their human forms and were un-demonic looking. Course, now they were tired, beaten, and Dum Dum & Boxco were lying across in a dumpster while Boris lied on the ground. As the jerk struggled to get himself up, he soon saw that he stood up near the still powerful looking Ben Mare. Now it was Boris's turn to be afraid that the guy he proclaimed to be weaker than him and tougher than all others Ben was now in the full control of the situation here.

"You think you can make me give up my prize, I'll show you what I can do!" Boris growled underneath his breath to search and grab a nearby pipe as his arsenal. "Hruuuagh..." The bully gets up to prepare to attack Ben when his guard was low, "Ker-Chop!" Or so it would have happened if something didn't stun Boris's movements. "Uaguh...ugh..." He made a tiny yelp cry before dropping the pipe, and dropping to his knees and on the rest of his front to the ground.

Ben Mare saw who helped him out as if it was his good buddy Flash Sentry performing some karate-chop over the fallen jerk's neck.

"Flash, glad to see you join in," Ben smiled in being happy to see his best bud, even in this world, also was watching out for him.

"Sorry, mind control...well, okay, just trying to get through the zombies anyway; But at least it's better late than never to help a pal!" Flash Sentry shrug off his shoulder in responding about being late until after the magical outcome with Sunset was settle to give a hand now, but it counted in stopping Boris from trying to hurt Ben, so that'll count.

"Urragh..." Boris was seen groaning from that hit, looking a bit dazed, he'll pull through, but what be the point now?

"Get up." Ben orders as he forces Boris to his feet, much to the bully's frighten state now.

"Benny boy; Ugh…you wouldn't harm a fellow student that's weaken & defenseless from your mighty power, would you?" Boris asked off in trying to ask that seeing Ben as more of a nice guy would never resort to hitting a man when he's down, would he?

"Unlike you Boris, I don't abuse my strength of wielding the Triforce to bully weaklings." Ben Mare spoke with a stern expression that he's not like what Boris was, abusing his full might to frighten the weak to rule, he's no jerk.

"Oh…thanks." Boris sighed with much relief, Ben isn't gonna harm him, "PUNCH!" Or maybe we spoke a little too soon about that, "Gaaugh!" Boris was sent to smack against the dumpsters near his two stooge minions, after we see Ben gave a good old left hook hit against Boris's face.

"But using just good old physical strength without any magical boost, that's different," Ben Mare smiled to rub his knuckles that while he promised not to hurt Boris with the Triforce in use, he could still use the strength he always had. And that was to clearly knock some sense into the jerk into next week.

"Hehe, nice left-hook Ben; You gone and done this old man proud in standing up," Hobo Joe came to approach Ben to pat the guy on the back for seeing him take a stand against these bullies.

"What can I say; he had it coming a long time!" Ben shrug off his shoulders that for him, he's been wanting to duke Boris for a long time.

"Boris!" Trixie exclaims as she came over to cuddle and help the injured Boris. "Let the Great and Lovable Trixie help you!”

"Okay, now that scene I can do without."

As Twilight smiled in seeing Rarity & Nyx cuddle the Dragons turned into dogs, and from what Ben Mare did around Boris now was just too funny, even if she tried to hold in her giggles with a hand over her mouth.

"I believe this belongs to you." Celestia said with a smile as she picks up Twilight's crown that fell off her head, making her gasp but smile a bit. "A true princess in any world leads not by forcing others to bow before her, but by inspiring others to stand with her." Twilight smiles as she kneels down the human form of her belovable teacher who is the mother of her beloved Ben. "We have all seen that you are capable of just that. I hope you see it too, Princess Twilight."

"I do." Twilight said as the crowd cheers wildly for the new Princess of the Fall Formal.

From the cheering from the students when Celestia & Twilight stood up, did the young girl yelp from this but smiled from seeing that they all were so happy and proud that Twilight Sparkle has become the princess and from showing them in what a true princess can be. Everyone was so happy, from the Main Five, to Nyx, to Spike, to Phobos, and even Ben Mare smiled in seeing his love in a way. From afar, others watched in secret, from Pinkamena, Golden Heart, and even hidden in the shadows, Lorcan saw it all. And even the defeated Sunset Shimmer, though she was still sadden from what she was done, somewhere, maybe inside herself, she felt…true relief, that this happened; was it from the rainbow from the elements, or just a loss of dark evil controlling her. It all looked like nothing could spoil or ruin this moment….there was time before the 3rd moon would be the limit for Twilight's group to go home or remain. All was...

"This moment, shall stay as it is…" A deep voice spoke within the air above the skies, almost answering off what has happened will stay where it is.

Then without another second afterwards, something happened out of the blue. First, a magical wave escaped from the horse statue that spread across the entire area…turning it gray. And this colorization was spreading to its quickest of lightning fast speed to cover the ground, the sky, the school, the damages, and even….the student and staff members. Once more, something was a mist when it looked like everything, and we mean….EVERYTHING…was frozen in place, no animal was moving, no smoke was lifting from the crater spot, and even the people stood 'perfectly' still, like living statues. But what was even more unbelievable was that while the school, maybe this entire world, was frozen in some stasis, the only things sticking out were those in color matter. Yes, Twilight, the Main Five, Ben Mare, Nyx, Spike, Phobos, and to another surprise, Sunset Shimmer. Though unknown, was Lorcan's situation where he remains perfectly colorful even while under his hood, noticing something off here.

"This spell, it couldn't be…a Time Freeze Spell, but on an entire world molecular level." Lorcan whispered from sensing what is happening here and it won't look good from whatever comes from it.

"Hay Twilight, why's everything turning gray, black & white," Pinkie Pie asked off in not understanding the change in scenery, for that matter, the color.

"I…I don't know." Twilight shook her head in not knowing what was going on either. "This almost reminds me of when Discord tried to pull something, but…nothing liked this!" The girl remembered that the Spirit of Chaos, Discord, turned her friends into opposites of who they were when their colors were turn gray, but this was different in a whole new way.

"Oh my, everyone else looks frozen stiff!" Fluttershy spoke from looking around; all the students & staff members of the school are stuck in frozen states.

"Even my best friends," Nyx spoke from seeing Apple Bloom, Sweetie Belle, and Scootaloo not moving while she was.

"Our sisters," Applejack & Rarity cried out to approach their respected sister, checking for whatever is wrong.

"Scoots," Rainbow Dash flew near the girl that idolized her, trying to find out what was keeping the kid from reacting.

"Hobo Joe; Flash Sentry," Ben approached his two friends, neither Flash nor the hobo moved from their spots. "What's happen to you all?" He asked from not understanding, how did this all happen, and why them?

"How weird; we're the only ones not gray & still colorful to be moving?" Spike asked off puzzled in looking to himself, the only difference about their group with movement is that they aren't gray.

"You may wanna count the ballots again, we miss one over there!" Phobos pointed off with a dry tone that there was one 'other' person that was in the same state as them.

Soon all eyes counted from Twilight, the Main Five, Ben, Nyx, Spike & Phobos, the only ones not affected by the weirdest, and…Sunset Shimmer. She yelped from noticing that all eyes were on her, like she's the guilty party in what's happened here, but this time, she was unsure about all of this as much as the others.

"You; what did you do this time? We thought you gave up by now!" Rainbow Dash flew over to Sunset to give her the hard time in seeing the girl must be responsible for this, even after being forgiven.

"But-but…this isn't me! I swear!" Sunset Shimmer held up her hands to plead in her defense with worry, whatever was happening; this wasn't her work; she swears it.

"She's right." Applejack spoke from sounding serious that Sunset was telling the truth. "If she did 'dis thing, her pals would've been active. But looky there!" The girl issued off a truthful statement that if Sunset was behind this, she has some help from her old goon supporters…or would she?

As everyone saw from where those that helped Sunset try to rule the school for her and became demonic servants were still stuck in gray frozen states from where the gang last saw them. Snips & Snails were in the building, sored from being turn back to normal. And even Boris was near his own stooges; Boxco & Dum Dum by the dumpster, beaten from what the girls did from pulling a victory on them. That, and what Ben & Flash did to Boris when he came around & even tried some resistance.

"Snips & Snails; Boxco & Dum Dum, and even Boris," Rarity spoke in counting all of Sunset's hired lackeys and bodyguard, stood in place. "They are all gray and unmoving!" The girl waved a hand in their faces, no reaction at all from the frozen jerk trio.

"Hah! Looks like Boris group are…gray with envy!" Phobos came near Boris to taunt the jerk when he's down.

"I thought that was green with envy." Spike rubbed the back of his neck in thinking that metaphor was meant for a different color use.

"Guys, this is serious!" Nyx sternly reminded the Dragons as dogs about what's going on here. "Mommy, are you sure you don't know what this is? If it's not Sunset, and if it's not time for us to leave, what can it be?" The little child address her mother with concerns, Twilight must know what was happening since the other facts are clearly not the reason at all.

"I think so; it must have something to do with freezing everyone in place." Twilight slowly nods from studying the frozen place Principal Celestia as Ben looks worried for the other person that reminds him of his own mom back home that he cares for.

"Look, the clocks aren't moving!" Fluttershy pointed from noticing that any of the clocks that told time outside the school, were frozen while those with watches showed that their time was still ticking.

"Oh my goodness, what time is it if time isn't moving, but we are? And how much time do we have? Are we gonna keep, aging and aging, growing beards, sounding old and grumpy, and…humph…" Pinkie Pie was gonna be going on and on yammering about stuff from worrying so much, if Applejack didn't hush her mouth with her hand zipping them moving lips.

"This spell, I think I know it!" Sunset Shimmer slowly spoke from keeping her hands together with worry while everyone else focus her presence, thought she was still worried from the stares if they thought differently.

"Go on, what is this?" Twilight kindly asked the now former evil Sunset Shimmer to tell them what she knows…it may clue them in on what's happening here, and how to undo it.

"It's Time Freeze Spell, a type of Time Spell that allows one to freeze time & everyone in it." Sunset Shimmer explained the details while rubbing her left arm in telling this and still appearing as a traumatized person then from her cocky evil persona. "I…once came across it in my own studies to be the best, but…it was something place in the Book Of Forbidden Spells." She looked away in feeling guilty in telling this, she tried to learn even forbidden spells, all to get what she wanted, or rather…was in the past.

"Of course, now I remember!" Twilight responded all of a sudden in hearing to realize what Sunset said. "I once read through it when learning a few spells, that one does involve the use of time!" The girl was now remembering what Sunset Shimmer spoke, and it was beginning to make sense here. "It was said to be so powerful that only the strongest magic users can perform it and the risk was too great for avenge unicorns with their magic. Sometimes it was used for more than good. That it was labeled forbidden from anyone else from misusing that spell." Twilight knows much of the history about that one spell, that no normal pony could cast it, only one with greater power could, but the use of such magic was enough to have it be under forbidden so no one else may learn or use power unwisely.

"You actually read through the Forbidden Book of Spells?" Sunset gasped in surprise that Twilight has managed to find & knows much about the spells labeled Forbidden.

"Well, mostly skim them, but most of the enemies we fought used some portions of them." Twilight sheepishly admitted that she skim through most of those spells in the Forbidden Book. From times when Boris used the Talent Swap to take all Pegasus's Wings & Unicorns' Horns to nearly recreate the Devil's Red Sun event, to the Changelings using the Body Rejuvenation Spell to bring back Tirek's body which the soul could enter to become alive again, plus a way to regain the Rainbow of Darkness of the past. The only spell Twilight has been studying is one called 'The Xros Fusion Spell' and she still hasn't truly understood it, even during the Three Tribes War, the good spirits from each side fused together to create a powerful being, but it was still an incomplete version. Now this Time Freeze Spell is another thing to be recognized from this adventure.

"So…why is it that everyone but us are frozen?" Ben now asked off the most important question of all, how are they not frozen like the others?

Suddenly, the pink girl got her mouth free from Applejack to talk. "And why is it that when we finally won where entering something that is a total change from what an original film we're starring in is heading towards?" Pinkie Pie asked off a very random question that not a lot of the others could figure out, except for Nyx, that this girl broke the Fourth Wall moment.

"Pinkie Pie, despite this whole situation being weird, you're still very random." Rainbow Dash rolled her eyes in stating how weird her friend is from how she behaves.

"Guys…" Fluttershy shyly spoke from looking at something that required their notice…

"Well if this isn't Sunset Shimmer's doing, then who else?" Rarity shrug off her shoulders that if whoever cast this powerful spell weren't the defeated enemy, then who?

"Um, guys…" Fluttershy spoke again to try to get her friends, but her quiet shy tone was not getting much notice.

"Heck, if we knew, we wouldn't be asking' now would we?" Applejack rolled off her eyes in stating that the group need bother trying to know the answer if they don't know the question itself.

"Listen, um…" Fluttershy tried to quietly and politely get attention, but still a no go.

"What if it's from the crown & Triforce over doing it and it cause a warp to make us immune?" Phobos asked off a really strange question in why they can move.

"That's silly, Phobos." Nyx shook her head from hearing her pet pal say such a thing.

"We should…" Ben was about to suggestion something until…

"GUYS," Fluttershy shouted out in making everyone pipe-down to hear her.

"Sheesh, no need to shout Fluttershy; what is it?" Spike held to clean out his ears from the yelling, what did the shy girl wanna ask of them?

"Um, sorry for lashing out, but…what's happening over there?" Fluttershy apologized for her rudeness before pointing at something that 'really' needs their full attention now.

Suddenly from those words, the gang focuses on the statue, and saw…something strange. Strangest thing was, it looked like it was nothing, but closer examination shows an unseen invisible force coming out from the portal back to Equestria. The area looked like some liquefy form of a being that was of a strange feature of a body without much seeing through it if not for the outer text lining. And the weirdest of them all was that it looked like it was small, might have walked on four legs, but the fabric of the invisible structure was…morphing into a taller figure to almost look…human. Whatever had come through the portal, whatever stopped time, whatever was about to make an appearance, these signs could only mean disaster was approaching the good guys.

"Oh brother, now who do we got," Phobos groans in seeing that suddenly their victory moment just got cut from the sudden entrance of some other stranger.

"I can think of one thing & one thing only; Trouble!" Spike gulped from having a really bad feeling about this, and this time, it could be worst.

Now things were gone from in the frying pan and into the fryer. As a 'new' danger approaches the gang, all not knowing just what new challenge, this 'one' individual can bring until….it happens... Next Chapter: Chapter 7: Twilight, Main Five & Ben Mare VS. The Superior Estimated time remaining: 2 Hours, 27 Minutes

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