In Equestria, Spike and his team arrived at the edge of the Badlands, and began trekking their way through it.

"No wonder they call this place the Badlands." Spike looked around.

"Yeah. It looks so desolate." Sunset agreed.

"I can't ever imagine anyone wanting to live out here." Spike added.

"Well, this is precisely why my brother hid out here." Scorpan answered.

"Come on, we have to keep moving." Shining Armor instructed, as they pressed on.

As they walked, Spike was walking beside Scorpan, as the gargoyle spoke to the dragon, "So, Spike, I heard from Celestia and Luna about how popular you have become with the ladies."

"They told you that?" Spike asked, and Scorpan nodded, "Well, they weren't exaggerating on that."

"It amazes me to see how one dragon can charm so many ponies/humans." Scorpan said while astounded.

"That's my partners charm for you." Bahamut spoke through the medallion.

"Kinda makes me feel jealous I was never that popular." Scorpan admitted.

"Why, did your brother attract all the ladies?" Spike asked rhetorically.

"No. They were all just afraid of him. Not that Tirek even cared. He had no interest in love."

"There's a surprise." Spike replied sarcastically.

Pinkie looked ahead and squinted as if she noticed something, "Hey, there's someone up ahead!"

They all raced forward and to their shock saw Fleur, Spitfire, Fleetfoot, Trixie, Flash, the Royal Guards, and the Wonderbolts on the ground looking beaten, "Fleur!" Spike called.

"Spitfire!" Rainbow called, as they all ran over to them.

They propped them up, as Spike spoke to the beautiful unicorn, "Fleur, speak to me!"

Fleur groaned, as she opened her eyes to see Spike, "Spike? Oh, you're a sight for sore eyes." Spike smiled seeing she was alive.

"You ok, Captain?" Rainbow asked Spitfire.

"Physically, but I'm afraid that's about it." Spitfire admitted, while feeling ashamed.

"What happened?" Celestia inquired from the guards.

The guard groaned, "We didn't stand a chance against him, your highness. He was too strong. And he took it all from us. Our magic, the Wonderbolts flight."

"Seriously?" Rainbow asked Spitfire and Fleetfoot.

"Yeah. Our wings are useless now." Fleetfoot added.

"And we can't use our magic." Trixie said on behalf of herself, Fleur, and several of the Royal Guards.

Spike frowned, "All right. No one steals the abilities of my friends. Tirek will pay for what he did."

"You really think so, dragon boy?" came a familiar voice.

The guards and wonderbolts paled, as everyone looked and saw approaching them was Tirek only slightly different. He was taller than before, his horns were bigger and thicker, his white beard was longer, and he had a patch of white hair on his head.

"No way!" Rainbow gasped.

"Whoa nelly." Applejack gasped.

Spike gawked, before speaking to the group, "He's a lot bigger the last time I saw him."

Tirek spoke, "It's all thanks to the magic and power I've assimilated most recently. But your magic and power will be the main course."

Scorpan frowned, as he flew up to make himself known, "Brother!" he shouted.

Tirek actually looked surprised, "Brother? What are you doing here?"

"I've come to stop you from this madness!" Scorpan shouted, "Do you have any idea what you've done?!"

"Only fulfilling my destiny to be the most powerful creature in this world." Tirek answered.

"All that power has gone to your head, Tirek. You're worse off than you were before."

"Spare me your words, Scorpan. They couldn't sway me back then, and they won't now."

Scorpan sighed, "You truly are beyond help."

"I never asked for it. But you may all need help." Tirek said, as an entire battalion of guards showed up.

Spike powered up to armor form, "All right, everyone! Take him down!" Everyone engaged in battle against Tirek and his forces.

Vinyl, Bonbon, Lyra, Starlight, Sunburst were being led by Shining Armor and Stone to fight the guards. Spike, the girls, Celestia, Cadence, Luna, Discord, and Scorpan went for Tirek. The group was keeping the guards at bay while the Wonderbolts and Royal Guards were recuperating.

Vinyl using her high tech suit attacked the guards before firing energy musical notes at them, "That's my favorite beat!" she cheered.

Bonbon and Lyra were fighting side by side against any guard who tried to attack them, "You know this could be considered a date." Lyra noted.

"I'd prefer one where we sit across from each other at a table while sharing a milkshake." Bonbon replied.

"Me too." Lyra admitted.

Starlight was using her magic to fly around and zap at several guards while Sunburst was using a spell book to cast offensive spells, "How're you holding up, Sunburst?" Starlight called from above.

"Ok, though I'm not sure I'm made for the battlefield." he confessed.

Stone jumped in and defeated a warrior who was coming at Sunburst, "Don't worry. You got us to watch your back."

Shining Armor was blasting at some guards before looking over at his wife, little sister, and the others fighting Tirek, "Good luck, you guys."

The heroes were fighting Tirek head on with the big centaur using his strength and own magic power to fight back. Applejack ran and jumped at Tirek using her raw strength to nail him in the gut. Tirek groaned from the impact and stumbled back a bit.

Spike delivered his own punch at Tirek knocking him off his feet and fell onto his side, "Applejack, restrain him!" Twilight ordered.

"Wood!" Applejack used her element of harmony to create wood restraints from the ground that bound Tirek to it.

"Rock!" Rarity used her element to manipulate rock restraints to further bind Tirek.

"And for good measure!" Discord added, as he snapped his fingers creating chains to further bind him.

"Good job, girls." Twilight told them.

"Yeah. That ought to hold him." Rainbow smirked.

Suddenly to their surprise Tirek busted out of all three restraints, "It ought to, but it won't!" he laughed before blasting them all around with his magic. Rainbow flew around and unleashed a blast of thunder at Tirek who brushed it off. Fluttershy using her wind element, but it wasn't strong enough against Tirek.

"Over here, Horn head!" Sunset used her combustion ability against Tirek to distract him.

Tirek growled as he started blasting at her with his own magic. He was unaware Celestia, Luna, Cadence, and Twilight were powering up their magic, "We need a clear shot." Celestia told them.

"Steady." Luna began, as they waited for the right moment.

"Almost." Cadence said.

"Now!" Twilight shouted, as they fired a combined blast of their alicorn magic at Tirek making him skid across the land leaving behind a trail of torn up ground.

"They got him!" Spike cheered, as everyone thought they had won.

The group looked and saw to their shock Tirek still standing while holding a sphere of the princesses combined magic, "Good try, but not good enough." he assimilated the magic into him and grew bigger, "Tasty. And it'll be more delicious when I devour it all. But first, it's time for a snack." he looked at the second team who had finished off his guards.

"Stop him!" Twilight called, as they tried to stop Tirek, but he swatted them away making them crash onto the ground.

"Bon appetit!" Tirek said to himself as he started assimilating the power out of the others.

"My magic!" Starlight cried, as she was drained.

"Mine too!" Sunburst groaned.

"My power!" Stone groaned, as they all dropped to the ground.

Tirek laughed, "Yes. Give it to me. Give it all to me!"

"Leave them alone!" Spike shouted as he and the girls engaged Tirek throwing all their powers at him.

"Child's play," Tirek said, as he used his magic to freeze the elements of harmony in mid air, "Now your powers will be mine!" he started assimilating the powers out of the seven girls much to Spike's horror.

Once all their power was assimilated, the elements of harmony fell to the ground, as everyone, minus Twilight turned back into humans. Tirek looked down at the defeated girls, and smirked, "You put up a good fight, but not good enough," he turned to the princesses and Discord, "And now for you!" he started assimilating their magic without even putting up a fight.

The princesses and Discord fell to the ground drained dry, while Tirek grew even bigger and stronger, "Yes. I'm almost complete. Now I need the Dragon King's power. Huh?" he asked, while noticing Spike frowning at him through his armor.

"You bastard! You stole the power of my friends! My loved ones! You've gone too far!" he screamed, before going into his Shining Mode.

"Ah, this'll be even better to take." Tirek said, while marveling at Spike's Shining Mode.

"I'll take you!" Spike shouted, as he flew at Tirek and started fighting him head on.

Tirek despite souped up on power was still trying to keep up with Spike's blows, while Spike himself wasn't holding back. The girls looked up seeing Spike fight, "Come on, Spike!" Rainbow called.

'You can do it, partner!" Applejack cheered.

"Go Spike!" Pinkie cheered.

"Come on, Spike!" Twilight encouraged him.

"You hear that, Tirek?" Spike asked, "They're cheering me on! They know I can win! I know I can win!"

"Do you know when yo shut your mouth?!" Tirek roared as he fought back while channeling his anger and with one powerful blast of magic nailed Spike making him fall to the ground.

"SPIKE!" The girls cried.

Spike laid on the ground with his Shining Mode armor cracked and broke off his body. His body then converted back into human mode, "No." Celestia gasped with her hands to her mouth.

The girls ran to Spike and looked down at him, "Spike?" Fluttershy asked in worry.

"Sorry, girls. I tried all I could." Spike answered in shame.

"So much for the all powerful Dragon King," Tirek mocked, "Now let's see how good your power is when combined with me."

Scorpan roared as he flew at his brother's head trying to scratch at him. Tirek growled, and grabbed Scorpan in his big hand, "You were always so weak minded, Scorpan!" he threw his brother down and he crashed to the ground.

Celestia and Luna ran over to him, "Are you ok?" Luna asked.

"I'm sorry, Princesses. I'm afraid all is lost now." Scorpan answered weakly.

"No! It can't be!" Rainbow cried.

"It just can't!" Twilight cried sadly.

'But it is," Tirek assured, "And now, Dragon King, your power is mine!" he was about to assimilate Spike's power, until a barrage of fireballs rained down on him, "Who's firing?!" everyone looked up and saw Ember leading the dragons.

"Ember!" Spike gasped in relief.

"Yes! Reinforcements!" Pinkie cheered.

"Attack!" Ember ordered, as the dragons big and small attacked Tirek blasting him with fire.

"Get away from me you flying geckos!" Tirek shouted, as he was being led away by the others.

"They won't be able to hold him long." Stone feared.

"What do we do?" Fleur asked everyone.

"I don't know. Without our magic we can't stop him." Twilight answered.

"Yeah. That varmint took our elemental magic." Applejack reminded everyone.

"Wait a minute!" Discord gasped, "Spike, you still have your power, right?"

"Well, yeah." he answered while feeling confused.

"And you still have half of the elemental magic you gained from the girls during your..." he nudged him.

"Yes. But is now really the best time to be bringing this up?" Spike asked while embarrassed.

"Wait, I think he's onto something," Twilight told him, "Discord, what're you suggesting?"

"There may be a way to share the magic Spike gained from you girls with you again." the master of chaos explained.

"Power Sharing?" Fluttershy asked.

"Can it be done?" Sunset asked.

"It can," Celestia confirmed, "And it must. For we don't have anymore options left."

"So how can we do this?" Spike asked.

"First off I need to do a little drawing," Discord began, as he started carving a magic symbol on the ground, "Spike stand it in."

"Ok." Spike said as he stood in the symbol.

"Twilight, you first." Discord presented it to her.

"All right." Twilight stepped into the symbol with Spike.

"So now what?" the boy inquired.

"This part you're going to love," Discord grinned, "To share your power with Twilight the two of you must kiss."

"Kiss?!" the two asked in confusion.

"Yes. What did you expect?"

"Uh, nothing." they answered in a collective awkward tone.

The two faced each other, "Ok, Twilight. This is it. For Equestria." Spike began.

"And the human world." Twilight added.

The two kissed, with Spike not even caring he was kissing her as a pony with his human lips because they were still Twilight's lips. As they kissed magic from Spike was transferred into Twilight's body and she levitated up and started changing.

To everyone's surprise Twilight landed before them wearing purple armor similar to Spike's only in pony form, "Twilight?" The girls asked.

"How do you feel?" Cadence asked in concern.

"I feel better then ever!" Twilight cheered, as she laughed while looking herself over.

"The spell worked!" Spike said equally happy.

"All right, then it's my turn!" Rarity said, as she went into the symbol and kissed Spike.

Rarity had gained a similar pony armored form as well with hers being white. One by one each of the elements of harmony had went into the symbol and kissed Spike gaining their own pony armor mode in their respective colors as their pony coats.

Spike looked in aw at the Armored Elements of Harmony, "This is so freakin' cool!" he cheered.

"Oh, yeah! We've just become awesome 120%!" Rainbow cheered.

"I'm happy for you girls. I just wish I can help again, but I'm far too weak from my fight with Tirek." Spike sighed.

"Maybe not," Twilight said, "If Spike can share the magic he gained from us. Maybe we can share some of this new magic with him."

"Worth a shot." Sunset said, as they all gathered around Spike and started pooling their new magic power into Spike.

"I'm feeling something!" Spike began, "And I'm likin' it!" he switched into his dragon form and flew up before armor started covering his body again with a glow.

Descending down before them was Spike in stronger armor that was golden. The girls were surprised, as were the rest of their allies. Spike looked himself over, "Golden Armor rules!" he pumped his fists up.

"Yes! This power is even stronger than our previous forms!" Bahamut cheered.

Twilight spoke to her allies, "All right, girls and Spike. We got new power so let's use it!"

"Yeah!" the girls cheered.

Spike spread his armored wings, "Attack!" they followed Spike's lead, as their armor which was also equipped with rocket boosters like Spike's Shining Mode allowing them to fly as well.

Meanwhile, Ember and the Dragons were still doing all they could to keep Tirek from getting to Spike. Tirek however was proving to be too much for all the dragons strength and firepower.

"Dragon Lord Ember, we can't keep this up forever!" one dragon told Ember.

"We have to keep trying for Spike and the others." Ember ordered.

One dragon looked over, "Hey, isn't that them?"

Ember looked and saw it was Spike and the others coming right for them, "It is! Whoa, I like that new armor Spike's wearing." she blushed.

"Hey, Tirek!" Applejack shouted, as the centaur turned and got a punch in the gut once again fro Applejack. This time however, the centaur flew off his four feet and crashed onto the ground leaving behind an imprint.

"Whoa!" Rainbow gasped, "A.J, you weren't able to do that before!"

"I know. I think my strength quadrupled or something." the honest girl said in equal shock.

"Guess this armor has it's own surprises for us," Rainbow said, as she flew around Tirek faster than ever, "Now I really am the fastest flyer alive!"

"Cool! Wonder what I can do?" Pinkie asked, as she saw a compartment on her waist and pulled out little colorful capsules, "Ooh, these look like oversized sprinkles. I wonder what they're for? Better find out." she smiled, and called out, "Bombs away!" she dropped them onto Tirek and they started exploding upon contact with him, "What do you know, they really are bombs."

"I don't know what's going on, but I will not be defeated!" Tirek sent a blast of magic from in between his horns at the group.

Rarity on impulse flew in front of the group and suddenly a giant diamond shaped shield appeared before her and was used to repel the blast of magic leaving the group unharmed, "This has to be the most beautiful shield I've ever seen." Rarity marveled.

"It is lovely," Fluttershy admitted, "I just wish we had more help." suddenly they heard bird sounds, and looked up to see giant bird creatures.

"What're those things?" Spike asked.

"Rocs." Twilight answered.

"Rocks?" Spike asked in confusion.

"Not like that. These are large carnivorous birds." the princess explained.

Fluttershy listened to them squawk and asked, "Really? Girls, I can understand them now. They said they've come to help!"

So the swarm of Rocs flew at Tirek blinding him, "Buzz off, you feathered fools!"

After escaping the Rocs, Tirek was about to attack, until Sunset gasped, "Spike! Twilight! On your right!" the two dodged Triek's punch, much to his shock.

"Your left!" Sunset shouted, as the two dodged another attack form Tirek.

"Sunset how do you know where he's trying to strike?" Twilight asked in confusion.

"I can hear his thoughts! This is the best power ever!" she grinned through her helmet.

Twilight started blasting Tirek with her own magic, which was dealing heavy damage to Tirek, "This can't be! You have no magic!" Tirek bellowed.

"On the contrary, they do. Magic that stemmed from the Fire Ruby of the Dragon King." Spike answered, as he himself attacked Tirek head on with punches and kicks, followed up by more powerful fire blasts.

Tirek growled and was about to fire another blast of magic, but Spike flew right for the sphere of magic developing between the centaur's horns. Suddenly from the dragon's back popped out two golden swords which he held in a claw each. He spread the blades out that extended as he flew between the two horns as the blades that glowed with magic sliced them off.

The two giant horns fell to the ground with a crash, as the magic Tirek was concentrating on dispersed. Tirek himself clutched onto where his horns were, "My horns! You cut of my horns!" he shouted.

Spike replied, "They were too long anyway. Besides were you just using them to compensate for something?" he laughed.

"Not the time." Bahamut said dryly.

Tirek strained from how painful getting his horns chopped off until the group hovered over him, "You've lost, Tirek. You took everything from all of us, and now we're taking it back!" Twilight declared, as the girls and Spike glowed and fired a blast of magic down on Tirek who screamed.

"No! What's happening to me?!" he cried, as all the power he stole was being drained out of him. All the power, fight, and magic returned to everyone restoring them to full power. Even the elements of harmony regained the magic they lost from Tirek making them more powerful than before.

As Tirek kept losing more power he started shrinking down and losing his strength. His already cut off horns turned into little stubs, and his red and black body colors got paler until they were a faded red and gray. The group landed before all their allies while standing proud, "You did it!" Lyra cheered.

"Well, we all did." Spike admitted.

"How?" came an elderly voice, as they looked to see Tirek looking old and withered, "How could I have lost?"

Spike answered, "Because all you cared about was your own selfish greed of taking something that doesn't belong to you. Magic is precious to a unicorn, as is an earth pony's strength, and a pegasi's ability to fly. Your consumption to have it all led you to this state Tirek. You only have yourself to blame."

Tirek turned to Scorpan, and spoke out of desperation, "Scorpan, please help me. Together we can rule side by side. Please, brother."

Scorpan squinted at Tirek's pathetic desperate pleas and answered, "You're not brother of mine."

Tirek gasped, at what he was told before he lost what strength he had left and fell to the ground before turning to dust leaving behind the medallion he wore from his brother, "What happened to him?" Ember asked.

Celestia explained, "Tirek lost all the magic and power he stole over the many years leaving him with too weak and old he turned to dust."

Scorpan picked up the medallion and put it around his own neck, "Back where it truly belongs." he smiled.

Spike and the girls powered down their armored forms, as Spike spoke, "Girls, do we rock or what?"

"We rock hard!" Rainbow cheered.

"You all did well. I'm very proud of each of you." Celestia looked at everyone present.

Sometime later, the group had rescued all the captured ponies from Tirek's lair and had their own flight, magic, and strength restored upon Tirek's defeat. Spike and his harem watched as Celestia, Luna, Discord, Cadence, and Shining Armor were seeing to it the ponies were returned home, before Spike spoke to his girls, "Let's all go home."

The girls smiled, as Twilight answered, "Sounds good to us." the group entered a portal back to the human world.