Equestria Girls Remake

by JusSonic

Chapter 7: Chapter 7: Twilight, Main Five & Ben Mare VS. The Superior

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Chapter 7: Twilight, Main Five & Ben Mare VS. The Superior

Chapter 7: Twilight, Main Five & Ben Mare VS. The Superior

Last time, Twilight Sparkle & the Main Five, finally stopped Sunset Shimmer from leading an army to conquer Equestria with their power of Friendship. Ben even helped by reawakening his own power with the Master Sword and together, knocked Boris's group out while Twilight's gang return everything to normal. Course, now that Sunset was defeated, Twilight offered the girl a choice to learn about friendship since the girl was now free of whatever dark evil that corrupted her. And just as everything was gonna be alright, an event froze time, and soon something unusual happened near the portal leading back to Equestria. The gang could only see some text lining of the being, but it was too much in blinding with the area.

"Everyone, stand ready," Twilight issued with a word of caution in her tone, whatever was coming might be an enemy.

Soon Spike, Phobos and Nyx took some cover near some areas while Sunset, seem nervous, but ran a bit back near some rubble rocks that scattered around from the earlier fight. The Main Five & Ben got themselves ready as Twilight saw they were prepared and just as she turn around however…

"Hugh!" Twilight gasp, because without warning, she was yelped back from when…something, or someone…PHASE THROUGH HER! And everything went black from view, but something was…heard.

"She said to check on preparations. I am her student, and I’ll do my royal duty, but the fate of Equestria does not rest on me making friends.

"But it did. A different kind of spark; I felt it the very moment I realized how happy I was to hear you—to see you. How much I cared about you. The spark ignited inside me……when I realized that you all…are my friends!

"Okay, a might’ stubborn; an’ ah’m awful sorry. Now, Ah know 'de town gave me 'e Prize Pony award, but 'de real award……is havin’ yew five as mah friends."

"Well, well, well. It seems we have some ne-e-eigh-sayers in the audience. Who is so ignorant as to challenge the magical ability of the Great and Powerful Trixie?"

"Beware! Beware, you pony folk! Those leaves of blue are not a joke!"

"Just because I’m a lady, doesn’t mean I cannot handle myself in a sticky situation."

"You…you should see the looks on your faces; Priceless!"

"You are a wonderful student, Twilight. I don’t have to get a letter every week to know that."

"Yeah. You’re right. And I guess I should also act with grace and humility when others outshine me…"

"Sunshine, sunshine, ladybugs awake; Clap your hooves and do a little shake!"

"I had to. I just had to. I couldn’t leave my friends. I just couldn’t! But I guess sometimes I will have to choose between them."

"Don’t know what I’d do without you."

"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."

"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!"

"Keep trying, Twilight Sparkle. Maybe the magic of friendship can help you. Now if you'll excuse me, I have some chaos to wreak."

"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."

"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."

"Let me be honest wit' yew, Twilight, yew are a great friend. It's not matter o' right or wrong, but it's what yew believe in, sugar cube."

"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."

"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."

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

"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!"

"You display charity, compassion, devotion, integrity, optimism, and the leadership of a true princess."

"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."

"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."

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

"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."

"Remember what is important."

Finally, everything went back from black to color around Twilight as she fell on her bottom while whatever pass through her…moved on without stopping,

"Twilight!" The Main Five & Ben immediately came around to surround their friend, inspecting if the girl was injured, but so far…she seemed perfect okay.

"Mommy, are you okay?" Nyx cried out with concerns about what happened to Twilight now.

"Wha-what just happened?" Spike yelped a bit in having a hard time speaking in seeing what they saw happen like a ghost was now their opponent.

"I don't know, but I don't like it! Not ONE Bit!" Phobos shook his head off in really not liking what was going on now suddenly.

Finally, Twilight turn her head around towards the attention of the one that phase through her…like a ghost. And soon the being stopped moving from making footstep noises while Twilight, the Main Five and Ben were together to see from what description this character gave off, and the others watching this also paid close attention. The clothing was a uniform dress, appearing as a male human in this world the gang has come to understand. The uniform consists of a single black leather hooded coat. It's plainly adorned with a silver zipper & seemingly pointless silver beaded pull strings for the hood that form a semi-circle in the middle. He appears to be wearing hakama-esque pants that's the same color as his hooded coat and knee high silver trimmed boots. In addition to this, he wears leather-gloves of his outfit's color theme of some unknown length, as they disappear under bell shaped sleeves. The hems of his coat and shoulder pads where slightly pointed. It is crucial to point out, that the hood covers the face so well, none can see what or whoever the being looks like, lam sot like anyone could see pitch black.

"Who are you?" Twilight answered off to stand on her feet in demanding to know who this person was.

"My name…is of no importance." The unknown figure spoke off in response without even batting an eye or even recognizing those looking at him with his back to the gang.

"Hugh?" At the moment, Twilight & Sunset yelped with wide eye gasp from their stations, this figure's voice rang in their heads in…'knowing' who this was.

"You, so you're the one! You're the one behind this!" Twilight snapped off in now seeing & recognizing this unknown hooded creature before them, it all makes sense to her.

"Twilight, what are you talking about?" Rarity asked of puzzled in whatever could her friend mean.

"He's the one that was ordering Sunset Shimmer around and the one whose voice I heard in my dream to make me join him." Twilight explained to her friends with a serious face in what she knows from the voice alone, the true face behind manipulating Sunset Shimmer & to make the girl almost join this evil person's side.

"Wait a second, you mean that nightmare I woke you from back in the library?" Ben responded surprise to now recall that event, so this hooded man was responsible.

"Yes, he called himself…the Superior." Twilight narrow her stern eyes in just speaking off the very name of who this guy is before them. "But it's weird, I saw him as...a pony in my dream." She was in an utter lost of what was going on, the Superior she saw was possibly a stallion, but make no mistake, this human appearance did not hid the voice that Twilight recognized.

"Fella might've turn into de form ye all became when coming here." Applejack stated with a thought on the subject, if Twilight's group & even Sunset changed from ponies to humans, so did this face hidden cloak guy.

"But wait, I just thought of something about what Sunset said." Ben suddenly stopped everything in just realizing something else from his memory. "The one she was working for was said to have summoned Discord during a great conflict centuries ago, around the same time that Discord tortured the Flutterpony known as Morning Glory. My mom told me about what happened since she and my aunt were there at the time!" Ben has heard stories from his mother in Equestria, Celestia told him about the great conflict & something from the history connecting to the present here.

"What…happened?" Fluttershy asked a bit worried in what her friend would say.

"His name was said to have been given to him by a dragon of such fear, he wanted others to fear him. The name was…" Ben stated off in recalling that the person before them was no doubt someone that wanted to strike fear into every pony in Equestria, and it was… "Smaug The Great!" Ben narrow with serious eyes in glaring at the back of the enemy in which he's revealed to not only be the Superior that was getting in Twilight's dreams, but a villain from a far deep past. "But….he was only a unicorn who passed away in the time period sometime after Discord was turned into a statue and it was ages ago!" The guy was still majorly confused, all records say that Smaug passed away long ago, he didn't have eternal youth like Celestia & Luna do. The only thing left might be descendants, but it couldn't be that either.

"Wait, so are we REALLY up against a ghost?" Pinkie Pie held up her hands in asking with a curious face if this unknown figure really is a ghost.

"Don't matter, if it's Smaug or whoever, he doesn't scare us!" Rainbow Dash issued off in flapping her wings up in declaring that this hooded foe doesn't frighten her.

Suddenly, the figure in the hooded cloak slowly turns around towards those talking behind him halfway while his face is still hidden under his hood. "How long has it been since I've nearly abandon that name." He responded out in questioning this fact from what he's heard the others address him as. "If you wish to address me, the Superior will suffice." He issued off that at this moment, all around shall know him as the Superior.

"Gulp…" Sunset gulped from her hiding spot, for she truly knows the Superior and has a pretty uncomfy feeling about meeting him under these circumstances.

"Are you the one that did something to this world?" Twilight sternly demanded to know what this villain has done to this alternative world.

"Indeed." The Superior admit. "But, the spell was only 'partially' effective when working on inhabitants of this world. Those outside of it or covered in protective magic won't be frozen in time."

"That explains why we're all fine." Spike responded off puzzle to study himself and the others, that theory of them being different beings in this world makes them immuned by the spell cast.

Above, Lorcan overheard this while studying the new cloak figure, something about this new face or unknown face behind the hood, didn't sit well with him.

"So…that explains it all, but who is this Superior? I sense...something different about this stranger." Lorcan muttered softly with careful eyes watching the character, he sense something terrible from this Superior person, much darkness than he ever came across, especially for a former Scarred Ruler like the teen dragon under cover to keep his identity from being found out.

"Okay buddy, so why have ya gone through all the trouble to come meet up with us?" Phobos asked off rudely of what this hooded bogy was doing in this world after the gang finally finished up.

"Ah yes, my reason for being here; It should be obvious." The Superior slowly spoke from distracting himself with that subject. "It was simply a plan…a plan of acquiring the crown that represents the Element of Magic. And on an added side, gaining the Triforce from its wielder," He spoke from addressing towards Twilight & towards Ben that broth shared frowns in hearing what this cloak figure was after, something that belongs to the two.

The group was on the defensive, in case of any sudden movement from this shady character. Nyx watched with worry while Spike & Phobos were a bit unease, if they were Dragons instead of dogs, they could fight better. But still hiding in her spot, Sunset Shimmer seem to be more worried about the Superior being here in her own world

"I was the one that charged the task and the plan to one you already know." The Superior explained from when his hooded face looked between the others, almost hard to tell if his hidden eyes were watching them…or just…looking for something. "Isn't that right…Sunset Shimmer?" The hooded figure responded off with the very name when his hidden gaze behind the hood finally lays eyes on Sunset's position.

Suddenly, the Superior fires off lightning from his hands, but it was not directed at the heroes but at someone else by surprise. "Gaaugh…" Sunset Shimmer made a yelp cry as she was zapped with a first wave of electricity that made her fall on her hands and knees after the lightning spell was stopped for a moment.

The gang saw that in utter surprise, if this enemy hiding his true face and appearance was indeed supposed to be a pony….how could he use magic if he turned human?

"That was a sample." The Superior spoke from his hands charging again, before unleashing a stronger voltage this time around.

"Gaaaaaauaaaghhhh," She was making such cries while the sparks were electrocuting her very being, and the others just stood, horrified by this action. "Waauuaaauguhhh…." Sunset was grabbing her sides in feeling pain from the voltage still hurting, but the Superior was not stopping. "Gaauh-Huuughh…hugh-gaapph…" She was gasping from when the hooded being cease action to let Sunset catch her breath.

"Hay mister, wha in tarnation do ya think yer're doing?" Applejack snapped in protesting this ill treatment, attacking somebody that's already too beaten to fight back is darn right nasty.

"Sunset is receiving punishment for failure in her mission." The Superior simply answered off from not even looking at the girl back-talking him.

"But that's even harsher than what she ever done." Fluttershy spoke with a bit of a worried shy tone, she gets the feeling that this Superior is far worse than all the terrible things that Sunset Shimmer ever did around the school.

"Very true, which makes for excellent handling in directing other's courses to one's own will," The Superior responded with a hidden remark over such a manner.

"Directing them? What does that mean?" Pinkie Pie raised an eyebrow in being confused, and she wasn't the only one, the others were baffled too.

"That Sunset Shimmer is who she is…from my own course in directing her path. Through everything that has happened in the beginning," The Superior calmly yet coldly explained the subject that Sunset Shimmer is who she has become…from his guiding.

Now the others were shocked, but not so much as Sunset Shimmer was in hearing what they all heard. The Superior was running things with the girl the whole time, but Sunset always thought that she ran things on her own and aiding him, what could this all mean?

"Wha…what are you talking about, Superior?" Sunset slowly asked in trying to stand up from feeling her aches. "I…came across you when…" She was about to explain a bit of her own past, but was cut by the hooded figure.

"You secretly wanted to learn the secrets of the mirror that showed you images of you being a princess, however, Celestia said you learn when you were ready." The Superior spoke of something to which silence Sunset Shimmer, he knows about that part of what she did. "I knew I could lead you to secretly begin researching the mirror behind Celestia's back, it helped change you, bit by bit in what Celestia tried to stop." He issued from secretly having Sunset try to learn about the mirror that leads to this world. "And when you were about to be removed from being the teacher's student, the darkness inside began to blossom, you resisted and siege to escape into this world where we now stand." The hooded figure concluded all that has transpired to this moment with Sunset Shimmer, being as the tyrant ruling this world by the school.

"Then from the beginning, you somehow pushed Sunset Shimmer and had her mess in our world?" Rainbow Dash asked off with an annoyed look in starting to see it's all this guy's fault that Sunset came and mess up the Main Five's friendship.

"Quite so, but…" The Superior lightly nodded his hooded head in response before ushering another fact. "To truly have her crave power, I've visited her in a place not even Celestia knew where I strike her prodigy." He address in having a way to manipulate Sunset where Celestia couldn't reach to stop his work.

"And that would be…?" Rarity slowly asked off in wondering what was the answer to this puzzling question.

"The same place he tried with Twilight. Her dreams," Ben suddenly gasped with realization, the Superior visited Sunset by her dreams to convince her to do selfish & awful things behind Celestia's back.

"I've helped speak to mold Sunset Shimmer, even offered her…a seat at the table to join us." The Superior waved off a free hand in exclaiming another issue related to the subject with Sunset, a chance of joining ranks.

"Join you?" Nyx raised an eyebrow in hearing right, the Superior wanted Sunset to join a group? It kinda brought back memories from Lorcan's old Brotherhood gang.

"In the past, I've only had so few, and this one, my offer stood before her leave." The Superior calmly issued about how he's at first had a few in his group while he gave Sunset a chance to become a part of them before she enter this world. "Had she completed her assigned mission, she would have become, the fourteenth member….of our growing organization." He ushered to wiggle his left hand up to signal how many & what kinda group order he runs; an organization.

"Fourteenth," Twilight spoke off surprised in just hearing this and knowing of what the number part would have stood for.

"But then that means….there's about thirteen of them in all!" Spike held up to try to count his paws before yelping to notice that there are twelve other guys besides this Superior character.

"Oh man, talk about unlucky 13 and why does the number with such an organization sounds familiar?" Phobos groans to moan about this being bad, especially when stuck on a number center around unlucky moments in one's life.

"When all I had…was being the best, he came to me…told me that my chances of being princess could come true. And I would even be offered to join others of great importance." Sunset slowly spoke from her position, about her involvement with the Superior before coming into this human-pony version of an alternative world. "I wanted it so bad…all I wanted was to be with those that see me and accept me in the role of majestic rank." She cringe her eyes from feeling so helpless in just wanting to be in a place she belongs.

"Sunset…" Twilight looked to Sunset with soft and regretful eyes; the girl was almost….like herself. She was so much focusing on being a protégé to Celestia, Twilight never understood something always being missed in life; friends, no matter what the type of personality one shows, it can be lonely at the top without even a single friend to help them out.

"It is truly a pity, when you reach for such heights, if you're not fully prepared to fall…" The Superior slowly spoke with a darken tone in showing a strange atmosphere around his being. "Then you'll learn it, the hard way. Crucio," He pointed his right hand with some strange object similar to a beam saber when he spoke the words.

"Gaygh..Aaaaughhh…" Sunset Shimmer suddenly was suddenly acting out in feeling excruciating pain to make her fall the ground.

Now the group that saw this was almost utterly flabbergasted, nothing came from the hooded figure, but what from witnessing Sunset in pain was no joke.

"Twilight; what did he do?" Spike asked his smart friend in not understanding, what just happen?

"That was…it was a Curse Spell. The Cruciatus Curse, also known as the Torture Curse," Twilight Sparkle slowly spoke with widened eyes of horror; she knows crystal clear what spell that the Superior used.

"Crucio," The Superior once again held out his object handle to perform the same spell.

"Graaaugh…Aahhh…Aaahh…." Sunset Shimmer again was struggling across the ground, feeling pain so excruciating all over, her scrounged expression showed that it hurt.

"Ouch, torture is right! It looks painful!" Phobos cringe a bit from almost feeling sorry for the poor former villain; Sunset Shimmer to be going through this.

"There are said to be, 'Three Unforgivable Curses' and the only way to learn them…is through the Forbidden Book of Spells." Twilight explained from being in deep thought in recalling the book she has interested to her by Princess Celestia, she too has come across some certain spells that have earn much interest to be very well recognized.

"Crucio," The Superior again unleashed the same spell to the defenseless Sunset.

"Gaaah…Uuuuah…Aaahh…" Sunset cried out from almost being in tears, she held her chest, shook her arms on her back, trying to fight off excruciating pain coursing through her body from the Superior's spell.

"There are 'three' o' those things?" Applejack raised an eyebrow to Twilight almost having a terrible feeling that if one spell that's forbidden is a part of three, one would hate to know the other two.

"Are they all that bad?" Rainbow Dash asked from looking very cautious that seeing Sunset go through that much pain, it wasn't funny, it wasn't even satisfying as payback from her bullying, it was just…wrong.

"Yes, but from the three labeled as the Unforgivable Curses, only one is the worst of it all." Twilight Sparkle narrow her eyes with an even more serious concerns that though there are three spells, only one curse is shown to be the worst possible piece of many.

"I really hate to find out which that would be." Ben issued from looking a bit tense, if there is such a spell that makes Twilight worry the most over, then its best not to see it.

At this moment, the gang saw the hooded figure stop for a moment, giving Sunset a moments to recover, but found her struggle to push up all the more agonizing from all the pain she just been induced to.

"Please…gauuhh…have mercy!" Sunset Shimmer spoke from her exhausted voice and gritting teeth from enduring the pain to push herself up. "I've…always thought you were the only one that had faith in me!" She spoke from looking up at the hooded being known as the Superior, he was nice and commented her, even agreed that she is a princess that should have been one, she trusted…the only being after she lost love and privilege of becoming a princess.

"Faith can mean many things, my dear. For example…" The Superior spoke in a false sense of being kind while stating a fact here. "How do you think you lost happiness from one being to become what has forge your being." He shrugs off one hand to wave off about a topic that rang a bell or two here for Sunset.

"Hugh…you…you don't mean….Flash Sentry?" Sunset yelped from surprise gasp, even Ben heard this to listen in. "You…cause me to…lose him?" The girl slowly muttered off in not believing this, Flash was the only thing that she cared in Equestria, but the day she lost him before still being mean under Celestia trying to guide her to being a right princess…the Superior…caused her entire life to fall apart from one change of course action.

"I would give more details, but not until your punishment has pass…Crucio!" The Superior shrugs off to say before speaking darkly and held out the same hand to unleash an unseen spell on the helpless child.

"Aaaaauuaarrrrghhh…" Sunset Shimmer held her chest and rolled on the ground, her excruciating pain of torture was becoming harder and harder to bear, almost losing conscious even.

"Mommy, we have to stop that man from hurting Sunset!" Nyx cried out from feeling that she couldn't stand watching someone suffer so much torture. "She may have been bad, but what he's doing is meaner!" She issued to Twilight and everyone else heard it too from where their expressions got a more sterner appearance; enough is enough!

"Crucio," The Superior spoke loudly in firing another spell, this one looking to be seen as an electric bolt about to course through Sunset's body on contact…

Suddenly, a magical wall was place up that block Sunset & the spell from making contact before disbursing. And then Sunset had a small moment to lift her exhausted self to see that the one that stopped the Superior's spell was…Twilight Sparkle.

"That's enough!" Twilight yelled off from standing between this new enemy and a fallen former foe with a seriously upset tone & expression. "You've done more than enough to make someone lose so much in everything around them, friends, love ones, how much are you intending to go until you’re satisfied!" Twilight was really mad, this Superior of whatever, whoever he is, went over such lengths, it was just about the evilest thing that she's seen other villains go for.

"Satisfaction comes…when others understand, that failure, is no excuse for not doing it right." The Superior addressed off with a calmly dark claim of the matter, those that fail must suffer from failure, in order to learn. It's a harsh treatment is what it is.

"Ugh…hugh…Twilight…" Sunset Shimmer tried to push her hands on the ground to nearly sit herself up, almost looking more a mess than ever. Again, Twilight was helping her after everything she's done, they were enemy rivals for the crown, but even now how can the girl help someone like her when she's getting what she deserved?

"Hang on, I'll help heal you." Twilight turn to hold up her hands to grip Sunset's shoulders and when the new princess was focusing, magic from her body & crown were covering Sunset.

"You're…helping me? Why…you…?" Sunset can't believe that Twilight was using her own magic to help her recover from being tortured by the Superior.

"It'll be okay, you don't have to take punish from what 'he' had you do." Twilight calmly spoke during her healing of Sunset while she glared angrily at the Superior, seeing he was the one that lead this poor girl down the wrong path.

"I…I…don't know what else to say." Sunset Shimmer responded in not knowing if saying thanks was enough for what Twilight is doing.

"How very touching. Once bitter enemies, now as friends," The Superior spoke from seeing this scene be played out before him, but he has spoken with a shrew remark about this.

Twilight only stared at the Superior with an annoyed face while Sunset looked worried about if the only person like her from Equestria, who believes she can make friends by the right way of Friendship, is going up against this cloak hooded foe that even Sunset fears of his strength.

As Ben & the Main Five watched from what this unknown enemy would try, the guy still had his back turn to them all, but was casting a spell that created an electric ball of blue energy that sparked with a shocking effect if ever got in contact.

"She looks a lot like you." The Superior slowly spoke with a mysterious response towards Twilight's area.

"Hugh?" Ben looked to the guy weirdly in hearing this out so suddenly.

"What?" Nyx and the Main Five were also lost in what they heard this strange character just say.

"What's that supposed to mean?" Twilight challenged off in not fully understanding what the Superior meant, 'someone that looks like her', did he meant the alternative world's Twilight, or… "Hugh!" But that was put on hold ‘cause something ended up distracting her focus moment.

The Superior was slowly turning around in preparing to aim up his left hand to fire a charged sphere of electric energy at the princess girl.

Ben Mare quickly brought forth his sword in defense and rushed to be in front of Twilight & Sunset's position.

And in a shocking sense of both literal and metaphorically speaking, the Superior fired an electric sphere while unleashing an electric current volts to push the thing. But Ben used his Master Sword in time to hold off the attack from coming near Twilight's area. The others could see and judge that Ben was holding out, but this character was no joke, he was packing some serious juice even if he's from Equestria can still use magic.

"Grrugh...auuughh…" Ben struggled to hold up the Master Sword in blocking this sphere almost coming to his face, this attack was almost pushing him back..almost. The guy was activating his Triforce power that glowed, giving him an extra strength boost.

Then in an amazing feat by Ben, he pushed his sword with enough strength to rebound the attack. The electric sphere was shot up into the air after Ben's force to get it away from him and the others on the ground, "KAPOW-POWWWVHMNMM!" And in a sudden surprise, the attack disburst into a giant explosive implies effect like a star going out that covered a lot near the roof of the school. And soon only the electric sparks started to fade out before the attack vanished into particles while the only thing left of its existence was its loudest effect.

Above the school, a hidden Lorcan saw what happened and was almost astounded by that sheer feat of display.

"Jeez, any closer and this building's insurance would have hit the roof. Not that it had a roof left if that attack came any closer." Lorcan spoke off from being lucky, that shot didn't get him. "Whoever this Superior is, he's no laughing matter." He issued from pushing his lad-back personality in seeing this fight is serious.

As everyone back on the ground watched in amazing feat, Ben somehow managed to repel the attack and what came down was only some loose rubble that was off the edges of the school. But as everyone notice this, their focus was on one figure dress in a cloak uniform with his face hidden behind the hood; the Superior. While everything in this time freeze world was quaking from the aftershock of that earlier attack, the cloak being showed nothing of a response that his attack was stopped. And weirder still was when something was heard in the background…music.

"Uh oh; that sounds like; 'Disappeared', from the Kingdom Hearts II Soundtrack!" Nyx yelped to Break the Fourth Wall in stating what is being heard in the background before the fight starts.

"How does she know?" Spike asked off puzzled in being near Nyx, how does she know that?

"What else, she inherited that from Pinkie Pie." Phobos shrug off to mention this off about how Nyx can do what Pinkie Pie can do, Break Fourth Walls, possibly both the pony & human version.

"The Master Sword and the Elements themselves," The Superior spoke in studying from Ben's Master Sword to the elements that were used off by Ben Mare & even Twilight Sparkle, "Truly marvelous weapons." The being behind the hood compliment on the very items that were structural objects of greatest.

Ben stood where he was, looking ready with his weapon. Twilight stood up with herself to keep Sunset from being harmed again. The Main Five ready themselves by getting near Twilight & Ben while Nyx kept close near Spike & Phobos.

"Where they only in more…" The Superior spoke from continuing his talk about the elements & the sword in question.

As the hooded character stood from where he was as much fallen debris came down slowly almost as if time was slowing down…

"Capable hands," The Superior spoke with a dark motion in questioning how marvelous the Elements & the Master Sword would be if they were in capable hands of how to use them…properly.

Twilight, the Main Five, even Ben glared at the creature that seem to be so calm and showed to be unfazed. This Superior was truly acting like a superior being, even to question the elements & the sword in being in their possession. The Superior continues to stare at this group, still almost psyching them out with his mysterious presence & riddle sentences.

"Perhaps it doesn't pay to be too loyal to one's heart." The Superior spoke in almost making a dark humor remark, that wielding such powers despite what they believe in their hearts of Friendship & Love maybe not what makes the users such 'good' choices.

Now the gang was really glaring with a serious face expression in having heard enough from this guy. Then Ben Mare got himself into a position with his sword while Twilight & the Main Five equally prepared themselves for a tough battle to come from this new foe.

"Huh-Huh-Huh-Huhh-huuuuh…" The Superior lightly cackles in a hidden response as his hands show more glowing blue magic auras, equally preparing himself to battle against these enemies.

This battle…might possibly be more challenging, then Twilight & her friends from here to Equestria have ever prepared themselves to face. From Nightmare Moon, Discord, The Changelings, King Sombra, Boris The Red Devil Pony, Lorcan's Brotherhood & Dragon Army to the Scarred Ruler himself, Tirek, the Three Tribes' leaders to Sunset Shimmer's Evil Demonic form, there are still possibly more enemies to still face…and they might be even stronger than the last few batches.

"Okay freak, just try and get by…" Rainbow Dash was about to make the taunt, but...

The Superior unveiled from his hands, light-saber beams that became active, turning red and then in an instinct, vanished like a blur.

"Us," Rainbow Dash finished her sentence too little too late as she stared off lost in where the enemy went.

"WATCH OUT!" Ben yelled out from his eyes sharply looking at something coming, super-duper sneaky fast even!

"CLASH," And in a fast instant, Ben held his Master Sword in front of Twilight & the Main Five when the Superior appeared out of the blur to clash his twin beam sabers against the blade of the boy. "POWWWVHMMM…" But in an UPRESENTADENT feat of strength, the hooded foe knocked the blocker against the girls. "Waaaughhh…Gaaaughh…" And that knocked Ben, Twilight and the Main Five along with Sunset Shimmer across the goring in almost 10 to 15 feet away while lying or kneeling on the floor.

"HOLLY-FRENCH CHEESE STICKS," Phobos roared out in panic in what he saw was the absolutely craziest thing that the dog's ever seen.

"He moved so fast, I couldn't even tell if it's cause I'm a dog and not a Dragon!" Spike yelped from seeing that, this Superior guy was dangerous, super dangerous maybe.

"Mommy; Daddy; Are you guys okay?" Nyx cried out in worrying concern, her folks are down, but from the smokescreen, she can see them getting up a bit.

"Uuugh…" Ben slowly stood up from gripping his sword with both hands, but he felt wobbly. The boy couldn't believe it; his whole body felt the strong push vibe from that one blow. "One strike against my blade and I'm feeling all wobbly all over." Ben exclaimed in disbelief, this guy was almost like a monster.

"Everyone, stick close and watch any place he'll come to attack by!" Twilight issued to the group to stand up to gather around to cover their blank sides (and that doesn't mean for flanks, it means for making a circle to cover the other if they see danger).

"I'll check the skies!" Rainbow Dash issued off before zooming up into the air to get a better view.

"I don't understand, how can he be so skilled & can use magic if he's a pony?" Ben responded in surprise, how can one guy in a cloak hood be tougher when he was supposed to have been a pony, how did the Superior get adjusted so fast?

"Steps for precautions can help make the difference, but we'll worry about it later Ben!" Twilight explained in a quick note about their situation in how to judge the enemy's strengths.

"Twilight, can't we just fire another rainbow & win?" Fluttershy asked her friend a bit nervous now, things are getting really scary.

"We already used it once and got exhausted. We're still at full strength, but we need more time before using it again." Twilight explained the matter that as of now, firing another rainbow power by the Elements, even as representatives, takes time before using again.

"But can we win by just ourselves darling?" Rarity asked off in almost shock to believe, they aren't much fighters, Applejack & Rainbow maybe, but...

"Great, Sunset Shimmer's defeat only ends with us battling an even difficult enemy than her!" Phobos groans to complain in blaming their former enemy for giving them a disadvantage towards someone even stronger than when Sunset went all demonic on them.

"Phobos please, not now!" Nyx sternly scolded her friend from trying to put all the blame on Sunset.

"'De varmint's gotta show sooner or later!" Applejack issued off from looking around with the others, no sign of the Superior.

"Stay close Sunset, we'll help keep old mean hooded bandit away from you." Pinkie Pie turned to give a little cheeky pinky smile that even though Sunset was a big meany-pants, they can still forgive the girl while defending her from the Superior trying to cause more harm.

"I…thank you…" Sunset Shimmer spoke from unknowing how to express such thanks, she isn't used to those being friends with her…it's different, but more welcoming then she had for a long time.

"You guys watch the ground level, I can't see where he went, but the skies got enough for me to know where he'll be!" Rainbow Dash signal down below in looking all around, no signs of the enemy, but if he appears below, she'll spot him.

"Are you so certain?" Spoke a malicious voice from behind the daring girl that had the guts to say things with such ease.

And then Rainbow Dash turns around to suddenly find that the enemy was behind her, and looked to the ground, but saw…nothing, so she looked to her view. Weirdest moment was that the enemy was able to walk on thin air….and without wings. And then the hooded figure soon dashed at a speed to almost slice the girl's head off if Dash didn't duck and roll backwards.

"Wooh-Wooh," Rainbow Dash yelped to dodge the attacks as she was suddenly zipping off with a chaser on her tail. The others below saw their friend in trouble, but while the Superior was indeed fast, Rainbow Dash could still outmaneuver. "Sorry, but you may be flying, even without wings, I'm still a faster being than you! I can go around circles against you!" Rainbow made a few taunts from flying almost around the school, dodging beam sword strikes after the next.

"Then try to dodge these things." The Superior spoke from turning into a cloud of darkness and zipped even further pass Rainbow. But when he came to a stop to where Dash was about to come near, what appeared were blue beams that stopped as twelve orbs in a circle form. But then they all were fired off to head directly towards their target which made the daring girl of the Main Five fly off and away to out flank her projectiles.

During a moment of out running these laser shots, Rainbow Dash saw that when she was near a spot where an attack coming down, she would have dodge, but…her eyes notice if she did, the attack would hit the frozen CMC.

"Yikes!" Rainbow Dash yelped to instead of dodging, dive down quickly to swoop up Apple Bloom, Sweetie Belle and Scootaloo before the laser shots almost got them. "Watch it; you almost hit a frozen person! Times three," She snapped off to say while resetting the frozen CMC kids aside to glare at this enemy, if he hadn't froze their world with a spell, innocent bystanders would have at least taken shelter.

"Then you should have thought ahead when you choose'd to stand against me." The Superior spoke from suddenly unleashing a few blue electric spheres heading in different directions.

Now Rainbow Dash was worried as she zoomed off to quickly get around the areas that the spheres came near some frozen bystanders. This got tricky when the sphere imploded to giant size each time and the girl was working extra hard. But she wasn't the only one; Rainbow Dash had her friends below that were helping to move some of the students and teachers away from getting hit in the crossfire.

"Girls, we have to help Rainbow stop the Superior!" Twilight issued to her friends watching what was happening, they have to act quickly. "Spike, you & Phobos have Nyx help gather everyone and put them together in a safer place where we'll have more open space." The girl turns to those on standby with some instructions in what to do to prevent any castes on the staff and students still frozen in time.

"Got it," Spike saluted in hearing this order and shall proceed without delay.

"Also, take Sunset with you, she can provide aid." Twilight issued what Spike's group can do, add another person to help save those that cannot move.

"What! Are you crazy? After all the…" Phobos was about to protest, the last help they should need is Sunset Shimmer, and….

"JUST DO IT!" Twilight shouted off with a very strict stern tone in not wanting this to drag on.

"Gulp," Both dogs gulped in seeing that scary side of Twilight and decided to quickly get working.

"Boy and I thought Sunset was scary, Twilight can be 'just' as scary!" Phobos remotely issued to Spike about how Twilight can be scary when she gets serious.

"Believe me Phobos, seeing her mad is something you don't wanna meet." Spike rolled his eyes from knowing all to well about what happens when Twilight gets mad.

"Come on Sunset, we need lots of help. And don't worry; we'll help you like mommy said." Nyx came to hold Sunset's hand to lead her away from the action to help get the students & staff to safety.

"Uh…alright," Sunset yelped from the pull with a cautiously concern expression, she can't believe that this was the same girl she made fun of from Twilight, and now Nyx is treating her…like someone wanting to be her friend.

Soon Nyx's group was working double time to push a few frozen statues into one area where it was deem safe. Course Phobos was drawing on Boris's group's faces to earn a chuckle or two, but Spike shook his head off on the guy's silly thoughts, though in truth…it was kinda funny. Nyx had some magic from what Twilight's crown managed to do in changing even her into a pony-human hybrid as she managed to perform a spell that her uncle Shining taught her; a Force Field Spell. With this up, it would help protect the bystanders while she brought in those nearby while Sunset helped the dogs since Spike & Phobos strengths were cut down to size.

Spike glances at the frozen Golden Heart and Pinkamena, saying, 'You know, these two were good enough to help earlier. Nyx; You think you could use some magic to temporarily make them move within the spell zone of the Time Freeze Spell?"

"I think I could try." Nyx said as she cast a spell onto Golden Heart and Nyx. For moment, it looks like nothing happened...until the two frozen ones begin to move, almost falling.

"Huh? What happened?" Golden Heart asks a bit confused by what happened. Why is almost everyone frozen here?

"Welcome back, Goldie. We got a bit of a problem." Phobos said as he motions to the fight happening right now, especially the Superior.

Golden Heart and Pinkamena saw in worry as the girl says, "It's him, the one that leads the group."

"I can see that there's nothing much we can do."

Pinkamena sprints and joins the gang and says, "I am going to help you, I will not stand down to let this guy get away for what he's done."

Golden Heart comes as well and says, "I will not back down as well."

He then brings out a beam sword as Pinkamena draws her blade. She says, "I am allowed to use this if something really bad happen and boy something has happened."

But right now, major focus goes back towards the battle against the Superior as now the gang has open room while Rainbow Dash dives down with the enemy about to slash at her.

"CLASH," Ben charged up to strike with his sword, but then a force field of an electric wall blocked it. "What the…" The guy was surprised, where did that defense come from?

"Not so easy, is it Benjamin?" The Superior explained before pushing the boy back, making Ben roll on the ground before picking himself up and in time to dodge some eclectic spheres that expanded off the guy that almost caught him.

"Twilight, tell us we can do something!" Rainbow Dash asked off to her smart friend in seeing if the group could figure out how to fight this enemy, they can win.

"We've all been given magic from what our represented elements stand for, we just need to focus to bring out more of it." Twilight explained to her friends of this world the only thing that comes to mind at the moment.

"Well what can we fight with; Ben has a weapon after all?" Rarity asked in pondering the most trickiest question, what can they fight with when they aren't much…fighters, but teens from a high school.

"Just focus on who you are and something may come to you." Twilight sternly explain the matter that if the girls can work on understanding what they have then they can bring out more of the magic they've been given.

"So we just have to search deep?" Fluttershy asked in pondering with a shy tone if that's all there is to it.

"How deep can we look?" Pinkie Pie asked off a silly question even under the worst of serious situations.

"Perhaps Ah got something." Applejack spoke from searching her person, and soon in an unexpected surprise, pulled something out. The other girls saw that, and began to smile; maybe what the cow-girl's got can help.

The Superior was still clashing against Ben's Master Sword, the boy was good in knowing his swordsmanship, but the hooded guy was seemingly almost as much as Ben hates to admit; superior. The cloak man was clashing with two beam saber swords almost like he was Lorcan, only better, and with more tricks than the teen could try to keep up.

"Gaaughh…" Ben yelped from tripping backwards, he was down.

But before the Superior could attack, something wrapped around his wrist that stopped his next move to attack the defenseless Ben.

"Now hold it right there partner! Leave Twilight's guy alone," Applejack protest from holding tight on her magic lasso rope she brought forth that stopped the enemy from harming her friend.

"If it's a fight you want, don't despair, there's plenty to go around." The Superior simply exclaimed off in sensing that there were others that wanted to fight him, and so they shall. "SLASH!" And then he cut off that rope from the cowgirl like it was knife through butter.

"Woah," Applejack yelped to jump backwards and kept doing a fair job, barely in keeping a distance from the Superior's reach. "Twilight, Ah'm getting mah tail almost whipped here! 'Dat was mah only idea!" Applejack issued off in fearing this wasn't working, she needs some help now.

"Then allow us to help!" Golden Heart exclaims as he jumps and slash at the Superior who block his attack. "Superior or whoever you are, your reign of terror ends today!"

"Well, this is interesting, a human Golden Heart...tell me, have you ever lost a fight?" The Superior taunts Golden Heart in amusement.

"A fair number of times!"

"And that's only against me!" Pinkamena exclaims as she bounces in and kicks the Superior who fires a blast back at her. "Whoa!"

"So Pinkamena, do you truly belong here...or did you come here just like Twilight and her group did?" The Superior asks Pinkamena in amusement.

"That's for me to know and you to not find out ever!"

"Stay calm and think, I'll try a spell to slow him down!" Twilight responded while trying to focus on her magic ability, hoping to help Applejack even a bit.

Soon Twilight managed to cast a spell on the Superior's speed that decrease a bit when he felt something decrease most of his skills.

"Even such attempts will not be enough!" The Superior spoke from looking at Twilight's attempt, pushing back Golden Heart and Pinkamena before planning to attack Applejack, this tactic alone won't do.

"Come on AJ, think, wha else ya got? It's gotta be on 'de tip o' mah hat! 'Dat's it!" Applejack was trying to think of what to use, when the answer…was on her head, "Hyuah!" The girl took off her cowboy hat, and then swung it like a disk, which actually was spinning and glowing at the same time.

"BASH," Suddenly, the Superior raised his beam swords to block the spinning cowboy hat enrolled with magic and it pushed him off the ground… "POWWVHMM…" That much force managed to shove the guy to crash against the walls of the school away from any citizen. Now Twilight & Ben's group was surprised by that feat by Applejack as her hat came back like a boomerang.

"Wowie, a hat boomerang," Pinkamena giggled madly upon seeing this.

"Yeeehaaaa; Now dat's wha Ah'm talkin' about in tipping mah hat off, an' Ah mean dat by thrown' it!" Applejack grip her hat in cheering for joy, that move she pulled actually helped knock the Superior on his royal behind.

"BOOM," Suddenly, everyone nearly yelped to dodge some familiar spheres the Superior was casting outside, including electric spheres that expanded in size, almost taking them heroes out.

"Bad call, AJ!" Golden Heart exclaims as he blocks with his sword, only to get knocked to the ground hard.

"Girls, I'm gonna try something else now!" Rainbow Dash issued this off in looking serious, time for her to go out and face this creep-o.

"What can you try to stop him?" Rarity asked off in a puzzling her brave friend to fight an opponent who seems almost superior.

"With these babies and something with this to complete it," Rainbow Dash issued off cocky to magically bring out a familiar pair of nun-chucks Twilight's gang recognize, along with a pair of sunglasses. "Prepare to get…Dasheresque!" The girl proclaimed in wearing her shades to make her look extra cool and spiffy now.

"Hugh, that sounds like something that was already made." Pinkie Pie spoke off in a Fourth Wall Break sense of the matter.

Soon the Superior dashed out to about to attack Applejack, if not for the appearance of Rainbow Dash, "Clash!" And soon both beam swords and nun-chucks blocked the other while pressing to where one is pushing the other. Soon both broke off from a few times where the Superior kept trying to land blows and all Dashie could do was block & defend with the long stick ends of her nun-chucks.

"You show an impressive skill, but you lack for offensive planning to only defend," The Superior rubbed in the remark that while Rainbow Dash came to stop him, the girl can't harm him when blocking.

"Who said I didn't have a plan & was using normal nun-chucks?" Rainbow Dash issued with a cocky smile before lifting her short stick ends that were….actually a magical mix for a blaster. "Bang-Bang-Bang…." The girl was blasting her shots that caught the Superior off guard from holding off the long ends of the weapon from hitting, but not this.

"Eep; Can she be okay using firing arms?" Fluttershy yelped in seeing her friend actually was using some excessive fire power.

"Trust me; we'll need about as much fire power to take this Superior down!" Ben assured Fluttershy when he came near the girls about what they need to do, is give this fight everything they got. "Twilight, can you try casting anymore spells to weaken him?" The guy asked the girl that was the magic expert around here to try to keep weakening the Superior so they stand a better chance.

"When he's still, but he's moving so fast in seeing what I did. If I could weaken his defense…" Twilight shook her head about how trying to use a spell that weakens their strong enemy will be tricky unless something can be done.

"Woah," Suddenly Rainbow Dash's voice was heard as the gang saw she was really flying around to keep up with blocking and attacking, but mostly defending. The Superior was now casting his square barrier to block the barrage assault from the magic nun-chucks so he won't be caught by that trick anytime soon.

At this moment, Applejack & Rainbow have learn to access their abilities to be offensive and defensive as they can, but their enemy is really giving them more a work out than fighting a demonic Sunset Shimmer.

"Hey, your number just caaaaaaaame up," Pinkamena exclaims as she slash at the Superior who blocks the attack.

"Brrr, brrr; the way she talks freaks me out!" Rainbow exclaims, shuddering a bit.

"Rarity, you like jewelry, right?" Twilight spoke to the girl about her common interest all of a sudden.

"Well yes, but what can that do for me here?" Rarity responded off a bit confused, what can she do with jewelry in a fight she barely seems capable of doing.

"I can give you a memory update about a 'certain' type of fighting style with magic gems, can you focus on that to help here." Twilight explained something that her friend Rarity in Equestria can do, so this Rarity in a human version can also perform with the right method of a spell to be performed.

"For Pinkamena, Applejack & Rainbow fighting the rouge that cause this, it be a pleasure." Rarity spoke humbly that if she can help fight the major foe, she'll gladly do it.

While the girls were performing a means to fight, the Superior was really moving against Pinkamena, Rainbow & Applejack; Ben had to step in to block most of the guy's movements. But the hooded foe was so skilled with his cunning, intelligence while using magic, even dark magic that was pushing the gang so hard.

"Where in Equestria have you been hiding yourself?" Ben asked off a bit bothered that powerful guys like this sudden come to appear without warning, just like with Lorcan when he plotted to conquer and destroy pony kind.

"I'm afraid that information is classify." The Superior responded off in stating while he faded into darkness, but Ben chased after him.

"Then I'll just have to make you tell me!" Ben responded when the enemy fired more electric sphere, but the guy managed to dodge them all in preparing to strike the enemy that reappeared from the dark mist.

"Hmph, you're as arrogant as your father." The Superior spoke off in a cocky remark about how much Ben Mare…was like his own father.

"Wha…my father," Ben yelped from losing focus when he heard this…what did the Superior mean by that?

Ben let his guard down as the Superior took the moment to attack by unleashing three charged spheres that grew so quickly that they impacted on the target.

Or did they...

In truth, Rarity blocked the attack with some gem crystals that formed into a shield. And slowly, but surely, the energy was being absorbed into them gems before they were all but gone.

"That technique…when did you…" The Superior spoke a bit amazed, that was the Eternal Style, a magic unicorn style where one uses gems with magic to block, attack, but most of all, absorb magic to redirect it.

"Oh, it's nothing really, but this is something!" Rarity smiled off to point off before suddenly having a little light show from her gems redirect the beam lines from within...

In a nut shell, Rarity fired off the Superior's own attack that caught him completely off guard that blasted him up over the air.

But then the Superior back flipped from his shoved moment and then soon charged forth with his beam swords to attack the diva girl with her gems.

"Oh, goodness; Yipe, me oh my; Eek; Settle now!" Rarity yelped from ducking and using her magical floating gems to block any attack, it's lucky that she's used to the magic by her own connection of an element her pony version is link with.

At a certain moment, the Superior saw from a reflection in the gems Ben about to strike him from behind. And then in a blink of an eye, he turned to swing his beam sabers at…nothing.

"What…" The Superior questioned this, he saw the reflection of an enemy, so why isn't he here unless...

"A fact here my friend, reflecting an image through a multiple mirror length can be tricky at best." Rarity issued before ducking down to allow…someone to attack from behind her at the foe.

"Sword Beam," Ben shouted off from having a charged blade and then swung it into action.

"BANG," The attack made a good contact that knocked the Superior across the ground, creating a dust that blocked him, but it was certain that it was a direct hit.

"Yes!" Ben responded with a smile; that connected and surely wounded the enemy.

But then a strange lightning force zapped out from the cloud and ensnared Ben off the ground and into the air.

"Auuughhhh," Ben cried out from being trapped in an electric lightning grip that was shockingly painful to him.

"Ben/Daddy," Twilight & Nyx cried out in seeing the person that they care for was in danger.

"That little act….pushed me to this extension of my power." The Superior spoke from coming out of the cloud of dust with his left hand focusing his magic to lift the boy off the ground. "I'll end you and claim your power for…" He was about to issue a statement to claim the Triforce, however...

"Twilight Star Shower," Twilight's voice was heard from performing a spell, as her hands aim up into the air. A lot of aqua color sparkles floated into the air which looked like twilight stars sparkling in the air. Then the next phase happened, the very sparkle magical spheres fired off like fireworks to be impacting across the field where the target is located.

"Incredible!" Golden Heart exclaims in amazement.

That spell managed to make the Superior duck away while unleashing Ben from his grasp to have the boy fall to the ground hard. The enemy was now swiftly dashing to blurring himself to dodge much of the barrage of shooting stars that were almost endless, but soon none were seen above Twilight casting the spell. The girl gritted her teeth; that was a fast & evasive spell to land multiple hits for some or one major force on what she was targeting, she used this spell against Lorcan once and the Superior seemed just as fast as that former foe.

"Hay Ben, you okay…wooh!" Rainbow Dash floated over to check on Ben, only to duck away when the boy almost swung his sword that nearly got her.

"Buddy, what's wit' ya?" Applejack snapped off in glaring at what reckless action Ben was trying to pull here.

"Ugh, whatever the Superior did, I'm a little confused who's or where the enemy is!" Ben spoke from trying to focus his eyes, but…whatever that spell the Superior used to snare him has left him a bit confused in what he should do or who to tell was a friend.

"Well don't threat, we're here to help while you snap out of your state." Rarity issued to the boy while she and the other two girls ready themselves to go back in to fight the enemy.

As the battle continues, Twilight is left with only Pinkie Pie & Fluttershy; they too need to get in to help stop the Superior…by fighting.

"Pinkie, Fluttershy, we need help!" Twilight spoke in wanting these two to help out.

"Right, can't fight this guy by myself!" Pinkamena remarks, helping as she dodges a saber slash by the villain.

"But what can we do?" Fluttershy asked from feeling that she couldn't possibly have anyway to help.

"Yah, I know if I had a Party Cannon, I could…wait a second!" Pinkie Pie was about to say if she had something to help and then inspiration came. Soon the girl tried to use her magic to imagine something and, look to behold, a Party Cannon appeared out of nowhere, "Ah-hah! A Party cannon! Ooooh, it's even got dial settings! Cool!" The girl studied her latest new thing and found a dial with many settings for 'Big', 'Small', 'Super-Surprise the Bad Guy Away Mode' etc., the works.

"Uh-oh," Spike, Phobos and Nyx yelped in recalling what happens when the Pinkie Pie of their world used dial settings on her cannon, things get…really crazy.

The Superior was really giving the others a work for their money, even their allowance money. Applejack used her hat to spin it or used her rope to grab and swing rocks but the enemy made his electric barrier wall that blocked it all. Rainbow Dash kept with blasting a few laser spheres the guy made from becoming a dark mist to slip through and fire another wave. Pinkamena jumps around, carrying Golden Heart to attack the enemy who kept sending them off with waves. Even Rarity was having her hands full trying to use her gems to attack by levitating them and attacking before recalling them back before the Superior landed his beam swords against her made shielding of gems.

"Hay meany-pants," Pinkie Pie suddenly came to attack the Superior from behind and would have worked if she kept quiet, "Gotcha!" The girl grip the guy's wrist, making sure that he wouldn't use his hands to fire spells or waves his weapons so casually.

"You seem to confuse victory with reckless actions! A poor subject you've chosen!" The Superior dryly remarked off in seeing this girl had clearly underestimated her ability to jump the gun right into the jaws of defeat.

"No it ain't!" Pinkie Pie smiled off in having a secret that was gonna be one thing; surprise.

Suddenly from the girl's puffy hair came her Party Cannon set on a big dial setting before… "KAPOW," A large blast beam was firing across that completely covered the Superior and allowed Pinkie Pie to let go while the villain was sent flying.

"Wooh Pinkie, watch where you aiming at!" Rainbow yelped from dodging that attack that soon escaped into the air and exploded like fireworks.

"Oopsie, sorry," Pinkie Pie sheepishly responded in seeing she made a little mistake.

"Did that work?" Rarity asked off in staring where her pink friend performed but wondered if that did the Superior in.

Suddenly, the Superior reappeared in the mid-air before touching the ground again, he seemed a little smoky, but still, nothing of much harm like he was either pretending or wasn't phase by getting a full-blast of a cannon in the face; even hidden.

"Fraid not yawl," Applejack made a stern face in seeing, this was one tough bogy.

"Correction, the only thing obtained is annoying me with such cheap surprise efforts." The Superior dryly remark that he was annoyed by such a pathetic little stunt by the pink girl's little random action.

"What! Oh, you did not just call one of my surprises CHEAP!" Pinkie Pie yelled off with a narrowing angry eyes; nobody goes and calls her surprises cheap, not even the villains!

"Right, even no one does that to Pinkie!" Pinkamena remarks angrily, agreeing with Pinkie.

Again, things were really heating up as Ben was starting to feel much more recovered. And right now, Twilight used another spell to help weaken the Superior, even if by a tiny amount, to give her friends the edge.

"Fluttershy, come on, we have to help!" Twilight turned to the last one from the Main Five that hasn't gone out, they need all the help that they can get to fight this major foe.

"I don't think I can. Everyone else has something they can fight with, but…I'm just a shy girl with a magical change." Fluttershy shook her head in feeling she can't be in league with the others, Twilight & the Main Five each have something special to fight with, but Kindness…what kinda power can one use when wanting to be kind?

"True, but you have to believe and make what's inside you come out or else this Superior guy will harm all of us." Twilight nods in agreeing but knows that Fluttershy can be more if she stops questioning her doubt and just do it.

Suddenly, one of the Superior's attacks missed the attacking the Main Five members and exploded off center. Unfortunately, that was almost near some frozen students that two certain dogs were trying to help bring near Nyx's force field.

"Yoooowch," Spike yelped from his tail feeling on fire and was jumping and running around.

"Hot tail; Hot tail," Phobos was running around like a fool to start rubbing his butt on the ground to put out the flames.

"Spike, Phobos, be careful not to get hit!" Nyx spoke while gently using some magic to make water appear to splash off the tiny flames, much to the dogs' delight at least.

Seeing animals getting hurt by the Superior suddenly made something in Fluttershy…snap. Her calm nature was suddenly making a change from all the times Sunset Shimmer was mean and bully her to seeing the Superior be one that was meaner and showed no caring what so ever. Just as the hooded enemy was about to deliver a right slash from his weapon, a hand reached out to grab it and stopped the attack with a tight grip.

"What's this?" The Superior asked from feeling someone else was trying to stand in his way, who would be so bold and foolish to...

"KICK/KURPOWWVHHMMM," Then in an instant, a kick was smacked into the unseen face that sent the guy smashing and bringing down an entire section of a nearby side of the school's lunchroom. And would you look and behold who did that than…Fluttershy; Seriously?

"Listen here mister, you can try to harm us all you want, but hurting my friends and cute little animals, I will NOT stand!" Fluttershy snapped off with showing a sign of developing the Stare as she was not about to let an enemy do his evil as she flapped her wings in the air, looking serially determined.

Course this action was making a lot of the others stump in seeing that Fluttershy looked to have KO'd the big bad enemy. Even Pinkie Pie, Nyx, Spike & Phobos were gaping in not believing what they saw.

"Oh, sorry everyone, I guess I got carried away a little." Fluttershy yelped in noticing in a rather embarrassing moment, she showed a side of herself that she herself never was much of showing from always being shy.

"Actually, I think we can live with it if we can beat the guy up as well as you did." Ben shrug off with a smile that for anyone, seeing Fluttershy added to the mix of beating that enemy was okay, scary, but okay in his book.

"And I haven't seen a side like that since Pinkamena got ticked off so I'm used to it." Golden Heart said to Fluttershy with a shrug.

"Okay everyone, let’s fight at our best!" Twilight issued from now joining in with wanting to stop the Superior with their combine might.

And not too soon was it a good moment cause the Superior busted out of the rubble, only to be smacked down with his electric barrier stopping….A STAMPEDE! Turns out Fluttershy used her magic to create magical animal energy forms to attack, much to anyone how that was happening. Time seem to have passed by much with the girls & Ben fighting their hardest and the Superior still fought in which case to any spectators, it was about even.

"Yahoo! Yee haw!" Pinkamena exclaims as she bounce off the Superior a few times.

"It would seem now, that you have finally learn to adapt to fighting, all of you." The Superior spoke in witnessing the sudden change in how things were working so far, he's on the run now. "Very well then, perhaps I can fight…a 'little' more than what I'm going at." He spoke in feeling the time to get a 'tad' more serious had come.

"What?" Twilight responded off a bit confused, this opponent, who has given them such trouble, wasn't fighting at his best?

"I shall instead give you a taste of what I can do, let’s see if your friendship, can withstand it." The Superior spoke from waving his hands around to confuse his opponents that he shall now…perform something to test the group's strength in friendship, "Imperio!" He spoke from pointing his beam sword from the left at the gang. Just then, a mist appeared that was going for the gang now.

"Everyone; Scatter," Twilight issued off with widen eyes to give the order for them to separate.

Soon the girls and Ben ducked away before that strange mist stuff even touched them and it evaporated when it touched a solid object.

"Imperio," The Superior spoke the spell again to fire another mist from his beam saber to have it hit the gang.

"Twilight, what's he doing now?" Applejack asked off from watching where that spell was that almost got her.

"He's using another Curse Spell." Twilight issued with a serious look about what this spell the Superior was using was by its name.

"What, to cause us pain; Woah," Rainbow Dash asked off to question, only to duck from the air to dodge another mist type spell fired by the enemy.

"No! This one is the other spell of the three; The Imperio Curse!" Twilight instructed to explain the other Unforgivable Spells that was being done here. "The Imperio is known as the Imperius Curse, causes the victim under the spell to perform the unquestionable bidding of the caster." The girl explained with a seriously frown look that this was a spell meant to enslave anyone the spell came in contact with.

"As in being brainwashed!" Pinkamena exclaims in alarm.

"You mean if we get hit with that…?" Rarity yelped in terrible thought of what happen if they got hit by such a spell.

"He'll control us like we're his puppets!" Pinkie Pie spoke off in getting the idea while dodging another mist shot attack.

"As if Sunset Shimmer using her spell on the students were bad enough; No offense," Golden Heart said, apologizing Sunset Shimmer on the side.

"None taken," Sunset Shimmer calls out as she continues helping Nyx and the dogs.

"Oh dear; I don't like that!" Fluttershy gulped in realizing what this could mean if the Superior gets control of one of them, he'll use them to do something mean.

"Imperio," The Superior continued to fire off the spell in making the girls and Ben run around in circles to not get hit by that terrible curse.

The scene was clearly making the girls run around, but then the Superior was soon mostly focusing on firing the Imperio spell for…

"Ben, he's after you, don't let that spell hit you!" Twilight cried out in seeing her love was in danger, if the Superior controls him, he'll have the Triforce and, oh she can't wanna imagine that!

"I'm trying, but dodging and blocking is all I can do!" Ben responded to be blocking with the Master Sword, the sword seems really good at repelling the evil magic, but most of the time, he's gotta dodge them attacks.

However, while this action was happening, Sunset Shimmer was busy trying to pull another frozen student to where Nyx's group was until…something was heading her way!

"Hugh…" Sunset gasped from seeing a mist coming up towards her, and all she could do was raise her arms for the worst.

With Nyx, Spike & Phobos were helping the girl bring anyone else into the force field she made, but it's almost tiring work.

"Hugh, Sunset!" Nyx spoke from seeing the girl that was former foe had now return from what she was doing by bringing another frozen person that needs protection.

"About time; give us a hand here!" Phobos asked off from what he and Spike were doing in pushing another frozen teacher, without much success.

But Sunset remains and the image focus on her looking strangely, but slightly intoxicated, elated state. Weirdest was the eyes that were a milky, glazed appearance, which were not of Sunset's eye color at all.

"Hay, what's wrong with you?" Spike asked from when Sunset was over shadowing the dogs, something here didn't sit right on the girl's silent appearance.

Sunset's back was seen covering our view before everything around the area went dark. The others were really trying to fight close without the Superior hitting them with that Imperio spell, but the guy still gave them a tough time. Course now things got a whole lot tougher now...

"Everyone; Help," Nyx's voice was heard crying out for help now.

"Nyx," Twilight & Ben turned to stare with worry, what's going on now, of all times too.

Soon horror was seen when Sunset Shimmer was walking out with two dogs she held out in gripping them tightly around the necks. They were Spike and Phobos, and Nyx only stared in seeing the girl walk them up to where the fighting was going on without hearing the little girl plead that Sunset not do this.

"Gaugh-Ugh…unhand us!" Phobos struggled within Sunset's left hand that choked his neck.

"Ugh…let…us…go!" Spike tried to fight out of the right hand, but Sunset Shimmer had a firm grip.

"Sunset, what are you doing?" Golden Heart demands to Sunset, shocked by what he's seeing. Sunset Shimmer has reformed so why is she acting like her former bad self again?

"Great, Sunset's turn traitor!" Rainbow Dash rolled her eyes in glaring in disappointment, Sunset's gone back to working with the enemy.

"No, she must have got hit by that Curse Spell! Look at her eyes!" Ben pointed to which everyone saw it, Sunset's eyes were completely different, she was still human, but the eyes showed she was not in control, but under the Superior's control. "It’s proof that he's controlling her. We have to…" The guy was about to suggest a course of action, but then…

"Do nothing….but survive an onslaught!" The Superior spoke from vanishing into darkness as he zipped pass the others to go directly for…..Sunset's position.

"We have 'ta git 'ta them before he does!" Applejack issued off while they decide to make a run for it, only for the Superior to unleash his laser sphere technique again.

"But there's too many!" Pinkie Pie yelped from blasting a few shots, but only got a couple.

"Oh no; Oh dear," Fluttershy yelped from flying to doge the attacks as best she could.

"Everyone moves, I'll cover," Rarity issued from having her gems float over to block off the attacking laser show.

But try as hard as Rarity did, the others went off, but the Superior moved faster in a blur to appear before Sunset holding the dogs.

"To strike down three enemies in one go while they are hardly compatible challenges, hardly seems to let off a sign of satisfaction." The Superior spoke in wielding his beam saber sword against the undefended child and dogs in seeing little satisfaction here.

"Grugh…Urrghh…" The dogs were struggling with their cries to break off of the controlled Sunset, but no dice.

"This may serve more punishment to you, Sunset Shimmer, it helping to finish off those your new friends love, be taken by my hand…by your choice of aid." The Superior spoke in wielding his weapons in a cross form to prepare to strike to end the dogs while letting this punishment reach its core in what Sunset Shimmer has done will serve as a lesson.

Sunset Shimmer's eyes showed signs of wanting to resist, but she couldn't, she didn't have the power even to make her hands loosen on the dogs. Time seems to slow down as the Superior raised his weapon to strike and to end things….

"SLISSSSH," Suddenly, the scene was off center while a slashing sound was heard.

Soon all eyes stared in beyond shock in witnessing a feat that was uncanny to believe. The Superior had swung his weapon to kill off the defenseless dragons turn dogs…but that didn't come as the true shock. What really was shocking was Sunset Shimmer being shoved backwards and thrown the dogs backwards to land on her back and Spike and Phobos, wiggled around, still fine and alive.

"Are we dead?" Phobos asked off in wondering if they were killed off now.

"No, we're alive!" Spike spoke from feeling himself; he's got his head on, so they must be alive.

"Phobos, Spike, you okay!" Nyx spoke in leaving the force field she made to check up on the ones that were endangered now. "Hang on Sunset, maybe I can remove the spell controlling you." She spoke in clapping her hands on Sunset's head to focus some magic to help remove the curse the Superior put on her.

"Ugh…um…" Sunset Shimmer's eyes were shifting a bit from returning to their true colors, she moans from feeling her senses returning.

"But what happened? How are we okay?" Phobos asked off in how they managed to get out alive if their pals were not gonna make it.

"Someone has come there in time!" Pinkamena exclaims in surprise. "And me and Goldie sure didn't do it!"

"I think….'he' had something to do with it." Spike spoke from seeing something in front of them that said it all with a much surprise reaction.

Now every eye was on that the Superior's beam saber sword was stopped by another weapon, but it was not the Master Sword of Ben, it was….another Beam Sword. This weapon that stopped the Superior's attack was a more green emerald color and the base of the handle seemed more dragon style, with a strange familiar sense hidden about it. And if that wasn't enough, the figure wielding the other beam sword and stopping the Superior's attack was another cloak hooded stranger.

"Hmm…" The Superior seemed to hum a bit in what he was looking towards puzzled. "And just who, would you be?" He asked off in wanting to know, who was this strange creature, it was not Twilight, Ben, Pinkamena, Golden Heart or the Main Five, so who was he…

"Someone you don't wanna know." The other figure responded without giving much of his real identity away, as to only those of us that know it, it was Lorcan.

Spike could almost gasp in hearing that voice, it sounded…familiar to him.

"Twilight, who's that guy," Fluttershy spoke from when the Main Five stopped to see someone stopping their enemy.

"Is he a friend?" Pinkie Pie asked off in thinking the other cloak person was a friend to Twilight's party.

"I'm…I'm not sure." Twilight shook her head in being uncertain; she didn't expect a friend to rescue them so suddenly.

"Well he saved Spike & Phobos fro' 'de varmint!" Applejack spoke off on one good deed the other guy did to stop the Superior's plan to harm their pals.

"And blocking that attack when we had such difficulties ain't easy, believe me." Rainbow Dash rolled her eyes in seeing that anybody that could face this bad dude can't be all that bad, right?

"But why is he wearing the same shady cloak & hiding his face? And where did he come from?" Rarity also question off to join the group after she finished her side of stopping the attacks from the Superior.

"Good question, but better question is….is he here to help us or deal with us afterwards?" Ben responded that none of them knew much of this character hiding his identity, for all they know, it might be somebody who's not a friend.

Twilight however saw something in what stopped the Superior's weapons, it was…of a certain beam sword.

"Ben, look, that's Lorcan's Beam Sword!" Twilight pointed in recognizing the weapon belonging to a decease enemy.

"Hugh, you're right! That thing was missing during Lorcan's defeat." Ben responded puzzled off in how the weapon of a fallen dragon teen was in the hands of another. "But how'd he get it? And why is it I can't sense his magic aura; something must be keeping it hidden. But he has to use some to fight the Superior in terms of strength." Ben was having a hard time that Lorcan disguise himself to hide his appearance and the cloak shields his magical aura so no one will truly recognize him at all.

At the moment, the two cloak figures were trying to push the other's beam saber against another as sparks were flashing a bit.

"You appear dress like us, but I can tell…you are not of our organization." The Superior spoke in questioning this character who may look like one of them, but is clearly an impostor. "And how is it you've come across the Scarred Ruler's weapon?" The Superior was truly curious about how an unknown being found the weapon of the deceased Lorcan.

"I happen to come across it, took a liking to it. Nothing wrong with finding & keeping something, is there?" Lorcan responded in making a make-believable lie to fool those around.

"And just who would you be…you're clearly not a resident of this world." The Superior kept his weapon firm against his new foe while asking questions. "You came through the portal, you're from Equestria, but who you are…you're concealing your magic aura from those that you don't want anyone to know who you are. Why is that?" He was becoming very curious and very concerning that whoever this new opponent was, he was clearly getting in his way.

"We all have secrets, so do you, unless you wanna show your face!" Lorcan counter off to say in his own response to the Superior. "I know who you’re in contact with."


"Well, you do share the same voice..."

"Take off your cloak, dragon. Show me your true size." The evil villain demands more then he asked. Lorcan pushed the Superior's weapon off from his own, gripped it to wield it in being ready for anything now.

"Then you shall have the distinct pleasure to feel which of us…is superior." The Superior slowly raised his weapons in being ready to show this fool just which of them is more powerful than the other.

Then in a vanishing blur effect from both cloaked beings, they reappeared to clash their beam swords that spark a strong flash. And soon that movement was soon becoming quicker and blurrier by each passing moment, like seeing two guys pull off vanishing acts while clashing with their weapons.

"Wow! This other guy's fighting on near pair with the Superior creep! You seeing that Spike; Spike…?" Phobos spoke off amazed by what kinda new fighter they got, but noticed that Spike…was really focused on the other guy.

"I can't tell, but something about that guy feels…familiar, but I just don't know where. Or why he has my brother's weapon?" Spike shook his head off in not figuring out who or what this guy was that he felt like he knows the one wielding his older brother's weapon.

During the confront, Lorcan and Superior were really clashing it out with such skill and speed, that this at least with magical elements could just 'about' follow what was happening. And even seen the Superior fire off red sphere orbs across the field of his hovering steps that fired off but Lorcan managed to dodge them before they could almost touch him. And when they clashed again, Lorcan was feeling this Superior's strength and it bothered him.

"How is it you're this strong, Celestia & Luna would have known of your existence," Lorcan spoke off in trying to understand, who this guy was, no way the princesses of Equestria would not have alerted everyone of a maniac this strong unless….he kept it secret; like the teen Dragon did.

"My existence was but a minuscule compared to Nightmare Moon & Discord, but time passes…and one eventually gains the strength to become stronger than those of the past." The Superior explained that in the past, he was nowhere nearly as strong as those fearful foes, but in the present, times have changed majorly.

As Lorcan tried to push, he could feel that his own strength was shaking, he wasn't able to handle this opponent while keeping much of his inner strength sealed for fear of revealing himself. Soon Lorcan broke off to get some distance while coming up with a plan.

"Drat, I need more effective stuff, but if I show off anything 'too' expected of my Dragon side, I'll blow my cover." Lorcan quietly muttered under his breath about how tough the Superior is, he can't win unless Lorcan uses more than just some of his skills. "Looks like it'll have to be with some beam sword action." He sighed in seeing that he'll have to make due with only the portion of his beam swords to conceal as much of his real self as possible.

The Superior soon charged forth to attack, but Lorcan thrust his weapon to hit where it would hurt. Course the enemy casted his square barrier to block, but then Lorcan surprised him by magically wielding…two beam sword sabers!

"V-Saber," Lorcan roared off from wielding his double beam swore saber in an assault in the shape of a 'V' form, "KRUSPOWW!" From Lorcan's movement, the attack's technique seemed to nearly break through the defense that pushed the enemy back.

"What?" The Superior yelped a bit from that powerful move actually pushed him further back than any of the others that fought hard against him.

Now that move really struck some memories from those that came from Equestria, that was something many recall witnessing that technique by the new cloak being performed.

"That move. That was something Lorcan used!" Twilight spoke off surprised in seeing a move she hasn't seen since before becoming a pony princess.

"Double Saber Beam," Lorcan then jumps into the air and then clashes his two beam sabers before performing an 'X' slasher technique. Once performed, the weapons slash across the 'X' which fired off an 'X' flaming beam of magical energy towards the Superior, as the guy maneuver out of the way before his barrier was vanished from his change of tactic.

"That too; whoever this guy is, he sure can pull off those moves Lorcan used!" Ben spoke off in also recognizing that other move used that took the Superior by surprise and gave some damage.

"Piecer Beam saber," Lorcan's beam sabers glowed more powerful aura, as he held the beam sabers together with both hands & position himself in a thrust pose. And then he thrust out something of an attack, as the terms showed a dark emerald color beam that was fired off the two beam swords from the user and heading for the Superior. The Superior held up his own sword beams in a defensive pose & used another barrier; the impact from Lorcan's attack was stabbing both defenses further back and was making the enemy cringe with a low groan before breaking everything off. Both fighters once again were clashing with Lorcan having a lead now.

"Just who is this guy, how does he know my brother's moves?" Spike asked off more confused than ever, how does one stranger know his brother's beam sword techniques?

"Maybe he's spied on your brother to learn his dark secrets." Phobos shrugs off in quoting a fact about this new guy spying on Lorcan on a personal level.

"Phobos, let’s not try to say something rude about Spike's brother." Nyx scolded the Dragon changed dog about remarking Spike's brother in a badmouthing way.

"Why, we know he had a crush on Luna." Phobos asked off in not seeing much harm in learning such dark secrets about other folks, especially about Lorcan being in love with Luna.

Course at that wrong moment, Lorcan heard that name and about his secret of loving her, that gave the Superior a moment to clash his beam sabers downward if Lorcan did not held up his to block them from almost slicing his hood.

"You appear distracted." The Superior issued from noticing what was going on around them this whole time. "Is being labeled the decease Dragon for using his sword moves a bother?" This guy was trying to mess with Lorcan's mind while not knowing who he was really fighting.

"The only bother is you when I cut you down to size!" Lorcan issued off towards the villain while pushing more of the guy back from his anger rising.

"Unfortunately, while you are well skilled," The Superior spoke off this quote, he did something unexpected, "SLASHH!" The Superior suddenly moved faster to slash against Lorcan's cloak, but the latter did dodge back enough to avoid most of the fatal blow. "You are still further from my rank." The Superior spoke from his far distance, that though this challenger prove some promise, Lorcan is not even a match for him.

"Urrrgh…" Lorcan gripped his side that was hurting, not good, the Superior was too much in a superior league, if only the Dragon teen under the hood could unloose his full power, but…he can't expose himself now! Too risky!

The Superior was about to strike again, but then Twilight, the Main Five, and even Ben Mare stood between this enemy from delivering a blow to a weaken Lorcan.

"You help someone you barely know?" The Superior asked a puzzling question in why such beings trust one they don't know if they are friends or foes?

"The enemy of my enemy is my friend, so if he's an enemy of you and you're our enemy, then we'll be good friends to take you down!" Ben issued off with a sly smile in figuring, if someone is the enemy of the Superior here, then they outta help the other guy out to defeat their one true enemy.

"Your choice to fall on," The Superior shrugs off his shoulders in seeing that these fools make their choice on a hopeless belief.

Lorcan watched this in surprise while his face, even his scar, was hidden from anyone seeing who he was.

"You there," Twilight turned to Lorcan in addressing him while not knowing who he really was. "Just who are you? How'd you come across that weapon & performing those techniques?" The girl was asking some serious questions about whoever this guy was seem to have a lot in being related to Lorcan, the Former Scarred Ruler.

"One can easily know what techniques they can use when they train themselves to develop them, even copying moves used by others. As for the former question, I'm…a friend." Lorcan spoke in making a false claim in how he knows his own techniques, enough to let him off the suspicious list…for now at least.

Twilight stared at this figure that wielded Lorcan's weapon, seeing the cloak figure here use that weapon was hard for her to trust, but she shrug it off in seeing that the heroes have bigger things to deal with.

"Alright, but when this is over, you're coming with me, Ben & Nyx and our Dragon friends to Equestria to explain to Celestia about coming here against her orders." Twilight sighed in giving up about questioning this guy, but when they return to their pony world, this new guy is gonna be having to explain himself, especially in front of the princesses.

"Funny, I would have thought the same thing since it was supposed to be you alone, but that can wait." Lorcan spoke off in making a humorist claim about Twilight doing this alone, yet her friends from their world are here too. And of course, Celestia and Luna will already know about his involvement…by secret means.

Waiting for explanations, it shall be, now the battle with Ben attacking with his sword against the Superior was a go.

"Tell me, what do you know about my father?" Ben asked off in demanding to know what this Superior knows about his parents?

"You may come across that truth when the time comes, and by then…it'll be too late." The Superior spoke in speaking that the truth of Ben's origin will come to fruition, but when it does, it will be on a alter scale.

"Too late for you, maybe," Rainbow Dash spoke off from when the Main Five and Twilight enter the mix to attack with their own skills.

Things were getting rather complex, the earlier moment showed the Superior having the disadvantage, but now…

"Time to play at both your weakest link," The Superior spoke in seeing that it's time that he starts to turn things up a notch. And soon he turns into darkness to escape while the others followed while expecting any range spell attacks.

But then flying around the Superior when he emerge from his dark mist form were strange objects like swallow birds zipping around.

"Oh birdies!" Pinkie Pie cheered for joy in seeing little birds all of a sudden.

"I’ve never seen birds like these." Fluttershy spoke puzzled in seeing such strange creatures fly around the Superior, it's weird.

"Heads up, he's got something up 'dat sneaky sleeve!" Applejack spoke up from feeling something really weird will show up from this foe.

Then without warning, the Superior covered himself in a giant electric sphere, but the worst of it all were multiple beam waves shooting out from it towards the others.

"Gaaughh," Twilight, Ben, the Mane Five and Lorcan were unprepared for this to be blasted backwards from the laser blast hitting them.

"Now…to obtain a little leverage here." The Superior spoke in ceasing that move, only to focus his hands to cast lightning to capture…someone important.

"Ahhhh," Nyx's cry was heard that brought the others out of their stump states to notice…the Superior was gripping Nyx in the same lightning trap hold above like he did Ben.

"Nyx," Twilight & Ben cried out in seeing their daughter was captured by the enemy when they stood up.

"You evil fiend, unhand that girl!" Rarity snapped when she and the others too up in wanting the cloak hooded villain to let Nyx go.

"Give up your residence and surrender the elements to me and perhaps…no harm will come to the reincarnation of Nightmare Moon." The Superior held out a free hand in wanting the heroes to surrender and give up the powers of the elements…to him if they want the little child safely.

Now the gang was really in a tight spot, if they give up the Element of Magic & the Triforce within Ben, this villain will be even more crazily powerful. But if they don't, Nyx will be in more trouble that the Superior could finish her off. But then without warning, a monkey wrench was throw up that drew the attention of the lightning from Nyx which made her fall, and Phobos & Spike were either lucky or unlucky to cushion her fall.

"Guhm…" Course being dogs without their dragon strength, wasn't easy to catch the heavy child.

"What…" The Superior was surprised by this, and soon focuses on who did the deed. "You…" He looked with almost hidden gaze at who was the one that stopped him.

The others turn to see that the one standing up bravely in a position of throwing something was…Sunset Shimmer. The girl still looked like a wreck, but she tried to put on a brave face.

"I….am…not afraid of you; you ruin my own life, I won't let you ruin my chance at friendship! I…owe Twilight that much for making me sees that." Sunset Shimmer spoke her deep and honest feelings that she won't let the Superior get his way by hurting others the way she did, she owes Twilight that much to save her daughter.

"Such tolerance….won't be forgiven." The Superior spoke in sounding a bit dark and angry….and then in a blast, shot lightning that ensnared the traitorous Sunset Shimmer.

"Guaaaaughhh…" Sunset Shimmer cried out from being electrocuted with more pain then anyone before.

"Perhaps your usefulness has truly ended Sunset Shimmer; it's been nice while it lasted." The Superior quoted in seeing Sunset's use has finally expired, and like all things, their hour to be put to rest…had come.

"Superior," Ben's voice interrupted in which the Superior had to force himself to let Sunset hit the ground, a bit burn, but alive while another matter was coming. "You mess with the wrong guy's daughter! Huuuagh," Ben was raising his sword to prepare something to strike the guy down.

"Don't bother…." The Superior spoke in bringing up his electric wall barrier to stop any attacker. "Breaking through this barrier would causes you pain." He issued that once Ben tries to attack, he'll be feeling pain instead.

"Then I'll have to try this over it!" Ben issued from having something prepared from where he held his Master Sword. "Triforce Slash!" The boy yelled out loud in going to unleash something new.

Suddenly, the boy's Triforce glowed in showing a symbol on his hand,as his entire body glowed with a powerful aura. Then without warning, a ray of light stun the Superior that was horizontally in front of Ben.

"What's this now?" The Superior questioned, and soon he was trapped between two images of the Triforce, even if the guy kept his own barrier up against a frontal assault.

Soon the boy dashed at the stun opponent by the beam Ben unleashed and soon was striking the Superior's barrier with a flurry of slashes for an immense amount of damage.

"Crack-Crack…" Suddenly to the Superior's notice, his barrier was cracking from the impacts by Ben's power, "My barrier!" He responded in shock, the boy's power was becoming overwhelming that the barrier couldn't withstand it,

"HRUUARRGUHH!" Ben was pausing to charge the final blow while giving a mighty battle cry. "POWWVHMMM…" Then with one strike, it broke the barrier wall of the Superior and allowed the boy to launch the guy off withenough power to about KO'd him.

"Urrrghhh," The Superior groaned from the impact that made him crashed backwards before finally taking control to flip backwards to his feet…but seemingly severely weaken.

"Ben, your sword's harmed him from contact! Try hitting him again!" Twilight issued to Ben in seeing that the only one that can harm the Superior was the guy's sword, the weapon that can harm evil.

"Alright, but you can hurt him with the Unicorn Burst, right?" Ben responded while wondering about something else, Twilight can use a strong move, however…

"Too dangerous, I could almost destroy the town if I miss, plus, I don't have a horn!" Twilight shook her head 'no' on those accounts in unable to use that move on a few reasons.

"Alright, hold him down and I'll try something!" Ben responded to hold his sword again to prepare for more slashing attacks.

"How do you intent to hold down a powerful foe we've barely managed to have much luck?" Lorcan asked off what the princess girl was planning, the Superior was so powerful, how can such a being be held down?

"The Superior thinks that Friendship is weak, but he's wrong!" Twilight issued this off with a stern tone at Lorcan without knowing who he still is, and will be that way for now before looking to the Main Five. "Girls, here's the plan, we're gonna pull a rainbow move unlike any other to take this guy down, you with me?" She wanted to know she could count on her friends here, cause if this works, they can obtain victory.

"Yeah," The Main Five responded with assured faces, they are with Twilight all the way.

"In that case, I too shall provide aid to Ben." Lorcan spoke in offering aid before rushing off to join Ben's fight. "It's the least that I can do!" The guy silently muttered under his lips in wanting this much to repay for his troubles that he's done in the past.

Now Ben was on fire in clashing with the Superior after the first actual sign of the enemy being hurt. And with Lorcan joining in, the Superior was having a two against one, with Ben showing more improved strength then earlier.

"The Triforce's power is amazing. No wonder it had such a hard time being seen, it had a hard time finding a wielder." The Superior spoke in being intrigue by how much Ben has managed to tap into such power.

"Then you're still about to feel how tough I am with it!" Ben issued off from striking again, but the enemy blocked his sword.

"Unfortunately, you've only gain a fragment of it and though you're growing powerful to learn more about it…" The Superior was issuing a fact that surprised Ben about his power in wielding the Triforce. "You have not yet unlocked its fullest potential, something I earn to correct." The Superior plans to unlock more of the Triforce's power, something Ben clearly lack in doing.

"That's something that won't be allowed!" Lorcan came from behind to attack when the enemy was chatting.

Now the Superior was using both its hands to slash beam swords against the heroes' weapons, even fire off any spheres or go into a dark cloud to attack behind while leaving more sphere lasers to fire.

Just then, a magical rope lashed itself around the Superior's right wrist.

"Now what…" The Superior responded in seeing something happening that he saw Applejack creating a rope, but this one was…glowing from her entire aura.

Then another one showed up that was a rope that lashes the Superior's left wrist all so sudden.

"What tactic is this?" The Superior struggled to pull his other hand while gripping his weapons, and notice Rainbow Dash pulling the same stunt as Applejack.

Then two more came around the ankles below the Superior to that was keeping him from moving.

"Urragh…" The Superior struggled from this snatch state and noticed Pinkie Pie & Fluttershy were doing this with their own glowing ropes from their auras.

Soon another came around the Superior's waist line that tighten his state.

"This…spell…" The Superior muttered off to get out, Rarity was behind the guy in keeping him from doing any moving.

"Correct!" Twilight's voice spoke after another magical lash wrapped around the Superior's neck by surprise. "I'm naming this move the Rainbow Strap! Cause using the power of my friends, we can even use our might to hold down a powerful foe like you, so you can't escape." Twilight explained this newest technique she just developed, like the Rainbow of Light & the Elements Of Harmony perform, this move allows the users to ensnare their enemy foe to keep him from moving, no matter how strong they are to struggle.

"Hmmm….not a bad idea, ugh…truly a surprise not accorded for." The Superior struggled within his tight binds, but never the less, was not about to lose his cool. "But this alone will not stop me!" He issued in knowing that from this new move, it will not be enough to completely stop him.

"It won't, but my sword will!" Ben spoke from the other side in charging his sword to deal with one shot blow and this one has to count.

"Then perhaps, I'll use my 'final' resort measure, pity, I wanted to enjoy our game a little more." The Superior spoke from being bind in sounding almost in sorrow that he'll be unleashing something that would have made everything…boring.

"No….you don't mean, the other Curse Spell?" Twilight suddenly gasped in surprise shock in almost knowing by pure instant in what this villain was gonna use, "The Killing Curse!" She ushered out in true horror in knowing the last of the Unforgivable Curses.

"Killing Curse," Spike repeated off in hearing this and not liking it.

"That sounds bad!" Phobos spoke from feeling worried; something about the name gives a bad feeling.

"Indeed, the one spell to truly marvel, the one that causes instant…death." The Superior spoke in a taunting manner that any that use the Killer Curse will instantly kill the target of that spell, no matter what.

"Wait, instant death?" Rarity yelped in almost loosen her hold over the villain when the word of one spell could kill them in an instant.

"Rarity, hold on! We gonna keep our heads in 'de game!" Applejack spoke off in trying to get her friend and the others to not freak out by this idol threat.

"Don't let go!" Pinkie Pie shouted from trying to really hold tonight on her magic lash rope, the gang can't let go or they'll never, ever get another chance to win.

"Finish him, finish him; finish him!" Pinkamena calls out with Golden Heart cheering on in the background.

"Keep it together, we have to hold him!" Rainbow Dash signal the others to have them hold this cloak foe with all they got, if they lose now, it's all over.

"Oh my, oh my…" Fluttershy was trying to not loosen her grip, but it was hard while over-thinking that most serious curse of them all.

At this moment, the Superior was fighting against the magic that kept him bind to wield his right hand's saber to have it glow, this was the spell that everyone was fearing that he would cast.

"I can kill any of you, any time I choose, but I prefer to save my last trick for a special case." The Superior declared in wanting to savor this spell, and now the question was…who would he use it on. "And between Twilight, her love, her hounds or even the adoptive daughter, I can use this spell…Even Sunset Shimmer, no matter what, will die if come into contact." The seriously wicked foe was truly about to unleash a spell that very much a spell from the Forbidden Book of Spells and top container of Unforgivable Curses.

The gang were trying to keep their focus on, Ben was almost finished with about to unleash his might. Nyx, Phobos & Spike watched outside the force field with concerns, and Sunset, she was nearby to notice while over-hearing…everything.

"But perhaps the one to serve this the most will be…you Twilight Sparkle. You're going to become a danger in the future, and so you'll be dealt with now." The Superior concluded that the one that has cause the most trouble, is the new princess alicorn from Equestria, if not dealt with, Twilight will grow more powerful to become a major threat later. "Avada Kedavra!" The hooded figure spoke to wield his beam saber in the air and then…

"Noooo," Lorcan suddenly managed to use much of his own speed to try to stop the spell from being fired to hit the beam sword with his own to stop it from pointing straight.

But the spell was fired; time almost stood still when it was slowly leaning down towards Twilight's direction. But then Sunset Shimmer rose to tackle Twilight, trying to save her, but the princess saw that there wasn't enough time and the only one to get kill would be…

"No….I won't leave to see someone die in front of me again. Not my younger brother, not Spike, and not now," Twilight spoke within her mind while time was slow, she was becoming clearly serious in seeing someone about to risk to save her as a sacrifice which never again will she let that happen!

"Poofruvhmmm," Suddenly when the Kill Curse came into contact, Twilight instead swung something that….Dispel the curse to vanish! And during that slow moment, the girl, while Sunset Shimmer was trying to take the blow, she turn her head to see…something glowing in a pink glow aura that was almost…a weapon object. But for many that could not see it, there was a stallion pony graphic image behind the determine Twilight, one with a long beard & wizardry cape & hat of the stars and bells. And soon the image faded along with the magical shapeless & formless weapon Twilight almost conjured to her calling.

"It can't be! She cancel it out…wait…that wasn't!" The Superior spoke in almost feeling completely stunt for the first time, the deadliest curse spell was stopped and by Twilight Sparkle, but she wasn't alone…what was behind her was… "Star Swirl the Bearded; I sense his magic when she tried to form an object; it almost looked like a weapon….could it has been…" The Superior knew the famous Star Swirl the Bearded, but his major focus was what Twilight tried to create, it felt like someone the old wizard of times pass shared his magic with and Twilight almost made it appear...

"Urrrgguhhhh…" Ben was charging down, more serious than he's ever been from seeing what the enemy try to do while Twilight & Sunset were okay, and Lorcan soon got himself out of the way before…. "Piercesssssiihmmm…." At that single moment, time apparently was frozen, as when Ben delivered his attack; he thrust the Master Sword straight through the Superior's body in a mighty maneuver, unleashing a blue sparkly orb that was exposed from the chest point and seems to apparently…stunt him. And as if making a perfect moment, the background theme heard during this entire time while everyone fought, has come to an end.

Finally, the Main Five and Twilight undid their hold on the villain as the Superior clutched his chest and from the escaping blue energy and mix of darkness, the guy was silent in feeling weaken to back away. The gang watched in seeing by far, the most dangerous foe that appeared, was now about to vanish from sight and though there was blue & dark energy, some other bits looked like light, almost like….it was something that looked like a virtual image form. How weird!

"Yes, they did it! They did it! They got him!" Phobos cheered in seeing that they finally took down the big bad bad guy.

But then as the Superior held his chest, something unexpected happened that no one saw. The hooded foe waved off his right hand and from an electric sparks that escape from his chest, the escaping blue, dark and light energies…faded! The guy lowered his arms once that was done and he looked completely and totally unharmed, like he was never hurt from the beginning.

"Gulp, they don't got him!" Phobos gulped in looking with fear; that did not look good that they haven't won yet.

"But…that was a direct hit; that should have KO'd him, how he escape that?" Spike spoke off in protest, the enemy should have fallen, was the Superior really as tough as he goes by?

"Impossible!" Golden Heart exclaims out in worry. This doesn't look good.

"Very good; however…" The Superior spoke in sounding like he was compacting those that were attacking him.

"Augh," Twilight, Ben, & the Main Five were very puzzled from what just happened, how'd this cloak figure even recover from such a fatal blow?

Everyone was on edge in not knowing, if the unknown enemy would try to attack them now after that surprising feat, or….

"This calls for a celebration." The Superior spoke off in some remark mocking comment about what has taken place here from seeing how Twilight & Ben have fought along with these other girls that were empowered with the element of Magic.

"What are you talking about?" Twilight asked off a bit annoyed, what was this Superior even saying?

"Answer us!" Ben snapped off before dashing off to prepare to attack this unknown foe that was speaking in riddles.

As Ben took a step up off the ground, he held his Master Sword to prepare to swing it down. But then the Superior's body began to fade from sight, and suddenly….time froze again for a single second. Then that one second later, Ben had landed on the ground, sword struck, but it was only the ground, not the enemy. By the time Ben noticed that he missed his target, the Superior was…facing his back to the wielder of the Triforce & Master Sword like he only took a single step to avoid that attack.

Ben looked surprised, but was serious as he soon stood up to glare at the tall hooded figure that was the Superior. Everyone else looks bewildered by this.

"I will 'not allow' it to end this way." The Superior responded off in a forceful tone about things ending up like what has become of this battle.

The Superior slowly turns his hooded face cover towards where Ben was, as were Twilight, the Main Five, Golden Heart, Pinkamena, even Sunset Shimmer, Nyx, Spike & Phobos, almost about to say something else.

"Creepy!" Pinkamena exclaims with a shiver, "Even for me!"

"We 'Nothings' must be…Eternal!" The Superior spoke off in addressing himself or perhaps others about them being the eternal beings from everyone else.

"Wait! What are you?" Twilight spoke off in wanting some answers this guy was spouting off that didn't make much sense to anybody.

Then without another warning, the Superior's body began to fade in a strange matter like…it was losing it's ability to keep it's form and almost became…ghostly.

"Hugh!" The girls gasped in seeing this while the guys, even Ben & Lorcan yelped with widen eyes…just what is the Superior?

"Very soon…" The Superior spoke in sounding very certain of something to happen.

Ben was the first one to walk over to the Superior's body, much to anyone's disagreement to the dangers until… The hooded cloak enemy figure of the Superior, his body vanishing in a dust wave of darkness. What was stranger was that the same invisible lining form of something without texture of a body seen, looked to be leaving the area and slipped straight towards the horse statue.

"Be sure to remember that." The Superior's voice let off this last message that he and others shall be…the eternal ones.

And suddenly without warning, the horse statue's portal glowed, as if something or someone slip through it. Then another moment happened while the gang was outside, the entire scenery from the ground, the skies and the people, the color began to return. Everything that was gray was vanishing through the portal where it originated from and disappeared completely. Now all the citizen human-pony version folks were coming to in being frozen in time cause the caster has lifted the Forbidden Spell after vacating the area.

"Look, everyone's returning to normal!" Pinkie Pie smiled in seeing that a lot of the others that were stuck frozen in time are coming around.

"Oh, that's good news." Fluttershy sighed with relief, at least that's one problem that's fixed where nobody is stuck being trapped in a frozen stasis.

"I guess we won in the end." Rainbow Dash looked to the others in feeling a bit cocky to smile that for this picture, the gang still managed to win by the end.

"Maybe, but Ah feel dat varmint might not have been all 'dat serious." Applejack spoke from feeling a bit uncomfy for the reason the Superior fought them, yet the guy ended up shrugging off the pain lastly delivered like nothing…what's that deal?

"What do you mean Applejack?" Rarity asked a bit lost in what her friend was getting at, it couldn't be that...

"I think we all know, maybe 'too' well of that answer." Ben sadly stated with a serious face in what the answer to that question might have been.

"We went as far as we could, but the Superior, he may have only been testing us. He never went completely serious from the start." Twilight Sparkle explained the matter with much focus in deep thought of her serious state. The Superior was just toying around, messing with them, he's clearly stronger, but decided to end things, what was his 'real' angle in doing this in the first place?

"Hay everyone, where that other guy in the cloak go," Nyx spoke off in looking around with Spike & Phobos, the other guy, AKA Lorcan, that helped them out was nowhere in sight.

"He ran off. Weird!" Golden Heart exclaims in concern.

"Aw nuts, during everything going back to normal, mister unknown friend-or-foe ditched us!" Phobos cursed their luck, the sneaky guy musta slip away from them when they weren't paying attention.

"That's a shame; I wanted to ask him some things. A lot of them concerning about my own brother," Spike looked a bit sad that now he can't ask whoever that guy was a few things about his deceased brother as the subject, not knowing that WAS Lorcan under that hood.

"Um, maybe that should come after explaining things to the others." Sunset Shimmer spoke from noticing that now that everyone that was frozen is okay, they are puzzled to the situation.

"Sunset's right, this…might take some time in explaining why everyone doesn't know what happened." Twilight sighs in seeing that they may as well come clean about what's happened, it's gonna be tricky to explain about a new enemy showed up, froze time, they fought and soon everything return as it should….with a few 'minor' collateral damages at best…mostly.

Now things here were gonna take a few moments in explaining to the students & staff about what happened to the school. But on most stuff, those with magic could fix some of the damage, but depending on how much to fix by the teachers seeing that it was mostly them instead of Sunset's work would need some discussions.

"Hey Ben, girls, I..." Flash stops talking as he reach them, noticing the group's appearance. "Whoa. You all look like you've been through heck."

"And why does Boris and his pals got funny faces on themselves?" Sweetie giggles as she notice Boris and his pals yelling upon seeing their faces a mess

"'Dat's awesome!" Apple Bloom exclaims with a grin.

"Well, we will tell you all later." Rarity said with a smile. Perhaps now is not the time to explain things time, now is the time to get back to what was happening before: the Fall Formal.

"Anyway, would now be a completely awkward time to ask you for that dance?" Flash ask with a smile. "That is, if Prince Ben Mare doesn't mind."

Twilight giggles, Ben smiles as he said, "Sure; Time to party!"


At the dance, Flash dances with Twilight, twirling her around. The Fall Formal is back under way as everyone is dancing and having fun, especially Big Mac who is dancing with Cheerilee with Rarity leading a conga line and Pinkie and Pinkamena at the end of it.

All: This is our big night

We made it happen

Now let's party all night

We're here now and we worked so hard to make it come around

Nyx and the CMC dance eagerly. Suddenly a familiar girl zooms by and grabs Scootaloo, much to her friends' surprise. Scootaloo laughs as she held onto Rainbow's hands before rainbow haired girl throws her onto her back. Scootaloo held on as Rainbow zooms past the disco ball.

Nyx continued to dance until her back bump into someone, Pipsqueak, making him yelp, “Oh, hello.”

Nyx smiles and blushed, saying, “Hey.”

Pipsqueak blushed as he ask, “You don't mind dancing with me?”

Nyx smiles, saying, “I'd love to.”

Pipsqueak and Nyx dance together.

To tonight so let's try to make it last forever

The school lights so bright, beat is pumping through the night

Party's starting, DJ's got the music just right!

Ben and Flash turns and looks amused, seeing Twilight dancing wildly. The girl was never much of a dancer even in a human form. Some of the students back off, a bit concerned for this.

Six friends on the way up now

Ben and Flash grins as they join in with Twilight, dancing just like her as well. They laugh before Flash backs off to leave off to let Ben and Twilight to dance by themselves. As DJ Pon-3 slams, Photo Finish got a camera, ready to take a picture of the Main Six and Spike who smiles as they pose.

Six friends here to show you how

This is our big night

Soon the picture is taken, showing the Main Six and Spike in their greatest.

This is our big night

This is our big night] Next Chapter: Chapter 8: Coming Home At Last Estimated time remaining: 58 Minutes

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