Scootaloo hurried down the streets of Cloudsdale, the city Supermare gave her sitting on her back. Having never been to Cloudsdale before, she was having a bit of trouble navigating the streets, and a lot of trouble trying to find the home that Supermare had said for her to go to.

No, I can’t fail Supermare; she needs my help! She started running faster, using her wings to keep the city balanced on her back.

“Scootaloo!” she turned as best she could, trying to find the pony that was speaking to her. She stopped running just as Thunderlane landed next to her. “What are you doing up in Cloudsdale... and what’s that thing on your back?” Scootaloo’s nerves had been frayed severely, so what came next came out in a blur.

“Well I was minding my own business and then this alien guy at least I think he was an alien but anyway he came and kidnapped me and was going to fry my brain but then Supermare came and she saved me and said I had to go find this lady Firefly and-” she was interrupted by Thunderlane placing a hoof up against her lips.

“Just calm down,” Thunderlane said. “What’s going on?” Scootaloo took a deep breath and started over.

“I was kidnapped by this alien named Brainiac, and Supermare saved me.” she nodded towards the city on her back. “She wanted me to get this to this pony named Firefly, because she’d know something to do about it.”

“Firefly...” Thunderlane frowned and looked around. “I think I know where she lives, but what would Supermare need her for...” Scootaloo ignored that and started running again. “Wait, Scootaloo! You’re going the wrong way!” Thunderlane shouted after her.

Rainbow raced through Cloudsdale, ducking and diving through the crowds of ponies. She would have tried to get as many ponies away as possible, but she was still only one mare; unless she planned on breaking Cloudsdale apart piece by piece, she would never get everypony out before the bomb detonated.

Whatever thugs Silversmith hired probably have those Kryptonite arrows... she thought as she dove down over the weather factory. I’ll have to be careful... How am I going to disarm the bomb, though? She set that thought aside as she reached the center of Cloudsdale, rising up over the buildings to get a better view of the situation. She counted about ten ponies standing around where she assumed the bomb was, and by a stroke of luck they had not spotted her yet.

She flew upwards before diving down towards the guards, aiming for the patch of cloud just in front of them. They spotted Rainbow too late, and before any of them could shoot at her she had already hit the ground, knocking several back with the impact. Before the others could recover, Rainbow flash-stepped and disarmed them, using quick flicks of her wings to knock them out. Opposition gone, Rainbow scanned the plaza with her x-ray vision, in case Silversmith decided to trick her and had the bomb planted elsewhere.

She managed to find the bomb after about a minute of searching. It was large, and more complex than any of the bombs she had read about in the Daring Do books, but it was a bomb nonetheless. She hurried to the bomb, brushing away the clouds that covered it with her hooves. She would have tried to disable it, somehow, but the sound of a crossbow being fired caught her attention. She jumped out of the way just in time, the glowing green bolt whizzing by mere inches from her cheek. Other than brief dizziness she felt fine, but she did not have much time before the shooter readied a second bolt.

Once she spotted the shooter, a Pegasus in black body armor and a mask, Rainbow flash-stepped again and punched the shooter in the face, knocking him back and causing him to drop his crossbow. The second Kryptonite arrow had already been loaded, but Rainbow melted the crossbow into a solid chunk of metal, thus shielding the Kryptonite from causing too much damage.

“I suppose you’re the one that Silversmith hired to capture me?” she asked.

“Why he didn’t ask me to kill you, I’ll never know.” Deathstroke said before drawing his sword. “I guess he won’t mind if I finish it now.” Rainbow raised an eyebrow.

“You do realize that bomb will explode any minute now, right?”

“Then I’ll just have to be quick about it, won’t I?” Deathstroke swung his sword in a downward arc. Rainbow Dash sidestepped the attack, but the sword slid across her flank, leaving a small gash.

“Wha-?”

“The sword’s enchanted to pierce anything I so desire.” Deathstroke explained, readying for another attack. “Even with your physiology you won’t be able to last very long.”

“Try me.” Deathstroke swung again, and Rainbow ducked underneath the strike. She tried using her heat vision to melt the sword, but the red beams only reflected harmlessly off to the side. Rainbow frowned before dodging another strike from Deathstroke, rising up into the air to put distance between her and the mercenary.

Deathstroke rose up to follow her, sword drawn back for another strike. Not wanting him to get any closer, Rainbow beat her wings harder, the resulting gale being enough to knock the other Pegasus to the ground. Rainbow dove towards him, but Deathstroke smacked her across the face with the flat of his sword. She twisted around, Deathstroke slicing a notch in her cape with his sword before she could get back on her hooves.

“And here I thought this would be a challenge.” he said. “But your terrible form and over-reliance on your powers has crippled your potential.”

“Well, I’m not dead yet, so I consider that good.” Rainbow backed up a little more as Deathstroke closed in. Her eyes darted back to the bomb for a brief instant, then back to Deathstroke as he pulled back for another swing. Think fast Rainbow; you don’t have time for this.

Deathstroke swung once more, and after dodging, Rainbow rushed forward and swatted at his hooves. By her own standards it was not much of a swat, but to a normal pony it was the equivalent of having a boulder dropped on their hooves. Even for a hardened mercenary like Deathstroke, the impact was too much to handle and he lost his grip on his sword. As Deathstroke stumbled away, Rainbow grabbed the sword and brought her hooves down on it, shattering it into five pieces. That task completed, she looked up as Deathstroke recovered from the attack.

“Had enough?” she asked, rising up into the air and hovering over him. He smirked and spread his wings.

“Hardly, but since I seem to be the one pony here without superpowers I feel I must end this engagement. Besides, I’ve already been paid; it’s not like I needed to be here anyway.” Rainbow dove down towards Deathstroke, but before she reached him, a gas grenade detonated and blanketed the entire area in fog. She was not affected in the same way a regular pony would have been, but she was still a pony at heart and having something explode in her face was disorienting.

Once she recovered, she noticed that Deathstroke had vanished. Rather than search for him, she turned and hurried back to the bomb, removing the clouds that had reformed over it. She scanned the bomb once more, chewing her lip to keep from getting too nervous. She tried blasting it with heat vision, but like Deathstroke’s sword, the red beams only reflected harmlessly off to the side.

I could fly it into space. She thought. ... No, that wouldn’t work; there might be something in the bomb that could get in the air or something... Not sure if Twilight knows anything about disarming bombs... she growled in frustration as she scanned the bomb once more.

Not enough time... wish I had time stopping powers, that’d be cool. She shook her head, trying and failing to keep herself calm. As the time to detonation neared, Rainbow became more exasperated until she did something that she would never have done if she were not under pressure:

She punched the bomb.

The resulting explosion was nowhere near as large as Brainiac had described. It was about as big as a medium-sized firework, and the force was enough to blow Rainbow’s mane and cape back. However, the bomb was obviously not designed to withstand impacts from Kryptonians, so any large firing mechanism was most likely dust by now. Rainbow blinked as the explosion died down, smoke and steam wafting over her and the large hole in the center of Cloudsdale.

“That... that worked?” she blinked a few more times, backing away from the hole, “I can’t believe that worked.” No sooner had she said this that a blast of magic struck her in the side, knocking her to the other end of the square.

“Kara Jor-El,” Brainiac said as he stepped towards her, horn and eyes glowing. “You have become an annoyance.”

“Wow, I actually made you angry.” Rainbow said as she pulled herself back to her hooves. “I consider that a major accomplishment.” Brainiac did not respond, instead firing another blast of magic at her. She dodged and rose into the air, trying to get the best angle for an attack.

“I suppose that I have given up in convincing you of the logic of my plan.” Brainiac charged up another blast. “Therefore, I shall eliminate you and make sure that any potential data that can be collected from you is removed.”

“Look, if you’re going to try and kill me, you can just say so; you don’t have to go into uber-egghead mode.” Rainbow dodged the next blast of magic, returning to her original position as Brainiac prepared another strike.

“This will end, Kara Jor-El. I will see to it that you are eliminated.”

“Many ponies have tried that already.” she smirked. “They failed.” before Brainiac could fire another blast of magic, Rainbow dove down and hit him square in the chest. The punch could have split solid rock, but all it did was knock Brainiac back a few meters. She rushed in, but caught a spell to the face and was sent flying into a nearby building, cloud vapor wafting around her as she plowed through the wall.

She got back up and raced out of the hole she had made, tackling Brainiac and driving his head into a different building. As he struggled to free himself, she began to pummel him relentlessly, placing more and more force into each punch before Brainiac bucked her away. She rushed forward once more, but Brainiac intercepted her attack and the two became locked in a grapple, the Coluan still as impassive as ever.

Eager to break the grapple, Rainbow smacked her head against Brainiac’s, knocking him back and giving her some room to maneuver. She hit him again, this time putting enough force in her strike to knock Brainiac into the air, and the follow-up strike drove him through yet another building. She dove after him, but he sidestepped her next strike and punched her, yet another wall suffering as Rainbow crashed into it.

“You continue to resist, Kara Jor-El.” Brainiac said as he stepped through the hole she had made.

“You threaten my friends and my home. Why shouldn’t I resist?” he fired another spell, striking Rainbow right between the wings and knocking her into another building.

“What I have done was necessary for collecting data... or so I thought, at the time.” Rainbow flash-stepped over to the side and knocked Brainiac away.

“All this talk about perfection and study, I don’t buy it. I mean, you think that just shutting yourself off from the world will make you perfect? If anyone is pathetic, it’s you.” Brainiac turned and lunged at her, but she dodged away and rose up into the air.

“What would you know about perfection?” he asked. “Your mind and form is so corrupted by emotions that you cannot fully grasp what perfection means.”

“I’ve strived for perfection all my life, and you know what I’ve learned?” she tackled Brainiac and hoisted him over her head. “If this is where perfection leads, I don’t want any of it!” with that she hurled him away, the force of her pitch causing Brainiac to drill through five buildings without losing momentum. Before he could hit a sixth, Rainbow had flown ahead and punched Brainiac into the ground, the shockwave of the impact causing every single nearby wall to bend inwards.

“End this, Brainiac.” she said, hovering over Brainiac. “End this now.”

“No.” Brainiac got back on his hooves, his horn glowing with power. “I will destroy you, Kara Jor-El. You and everything you hold dear. I will show you the folly of blindly following your emotions. I will kill you, Kara Jor-El.” Brainiac’s horn glowed even brighter. “And you will suffer.”

Thunderlane had to carry Scootaloo and Kandor on the last leg to Firefly’s house, the filly tightening her grip on the city as best she could. She had to admit, this was fun: helping Supermare, fighting aliens, carrying around cool pieces of alien stuff.

I could get used to this, she thought. Thunderlane set her down at the edge of the cloud, and she too the moment to return Kandor to her back.

“Okay, I need you to wait here while I see if Firefly’s here.” Thunderlane started forward, but Scootaloo cut him off.

“No way! Supermare said I needed to find Firefly; I’m not going to let you hog all the credit.”

“This isn’t about who gets credit.” Thunderlane countered. “Ponies lives are at stake.”

“Well, yeah, but I still get credit.”

“Credit for what?” a third voice asked. Scootaloo and Thunderhead turned as a pink mare with a graying blue mane landed next to them.

“Are you Firefly?” Scootaloo asked.

“Um, yes, but what does that have to do with-” Firefly was interrupted by an orange filly shoving a city in her face.

“Good. Supermare saved me from an alien and said I should give you this, then said something about you being able to handle this kind of thing.” as Scootaloo finished talking, there was an explosion from the center of Cloudsdale.

“I... Wait here.” Firefly took to the air again and raced off towards the sound of the fighting, leaving Thunderlane and Scootaloo alone.

“Well, we’re not going to listen to her, are we?” Scootaloo asked.

“I’m not. You’re staying here.”

“What?!” Thunderlane looked at Scootaloo.

“This isn’t fun and games, Scootaloo. Ponies could get hurt out there, and honestly I’m a lot more expendable than you are. I need you to stay here and wait for us, and make sure that no one takes that city, okay?”

“But-” Scootaloo never had time to finish, because Thunderlane was already flying off after Firefly. Scootaloo opened her mouth to call after him, but he was already out of earshot.

“No one ever lets me do anything fun.”

Rainbow Dash was slammed against a pillar, the structure snapping under the force of the impact. Before she could get back up, Brainiac launched another spell at her, magical energy shocking her and stabbing into her joints. He prepared for another attack, but she grabbed a broken piece of the pillar and clubbed him into the ruins of a nearby building before slamming the pillar repeatedly into the spot where he landed. She would have attacked again, but another blast of magic knocked her out of the sky.

I need to end this before any ponies get hurt... how, though? As she dodged another attack from Brainiac, she thought of her fight with Zod. He had overloaded his magic and tried to blow both of them up when he realized he was losing, but Brainiac was different; he was not a pony that cared about emotions or temper. He would just keep coming until either he or Rainbow was dead.

Does it really have to go that far? She thought before dodging another attack and diving back down towards Brainiac. She hit him again, knocking him further into the rubble, but he countered and threw her to the ground, pinning her there with another spell.

“I tire of your resistance.” Brainiac said, stepping away from her as she struggled against the spell. “This will end. Now.” before Rainbow could break free of the spell, a surge of power flooded into her body. She cried out in agony as pain stabbed into every cell in her body, tossing and turning to try and get free. Brainiac remained passive, watching as she struggled against his spell with every bit of strength she had.

Before the pain could fully overwhelm her, it stopped. There was the sound of something hitting a pony’s skull, and Rainbow looked up to see Brainiac reeling from a strike to the back of the head. Rainbow looked behind him and saw a familiar pink mare clutching a large pipe. Mom?!

“Get away from her!” Firefly shouted, raising her impromptu club over her head. Brainiac pulled himself up and turned to face Firefly.

“You show such blind loyalty to this mare.” he said. “Do you feel it’s really worth it?”

“Anything if it will get you away from her!” Firefly swung the pipe at Brainiac, missing but causing him to take a few steps back. “Get out of here, freak!” she swung again, but this time Brainiac reached out with his magic and seized the pipe before it could connect.

“Equestrians; always so... emotional.” he yanked the pipe out of Firefly’s grasp and tossed it away. “I suppose eliminating you shall make my task less strenuous.”

What happened next seemed to move in slow motion. Firefly tried to fly out of the way, but Brainiac’s spell was too fast. She screamed as the spell exploded against her body, tendrils of energy wrapping around her as she was knocked away. Firefly was slammed into one of the ruined buildings and collapsed, her body spasming as magical energy ran through her.

At that moment, the world was silent to Rainbow Dash. She could only watch in horror as her mom lay beaten, possibly dead, at the hooves of Brainiac. Her struggling ceased as she looked on, her brain numb with shock. Rainbow’s mouth hung open, her breathing shallow and slow. She waited for any sign of life, waited to see if her mother would get back up again, but she did not.

“Pathetic,” Brainiac said, turning his attention back to Rainbow Dash. “Equestrians never seem to learn where their place is, do they?”

Pathetic... PATHETIC?! Rainbow’s shock was gone. Every muscle in her body began to tense, and each breath came out in a snarl. Her eyes began to glow bright red as she glared at Brainiac, her rage reaching a breaking point before she threw herself forward, snapping through her bonds and slamming into Brainiac with the force of a large train.

“Do you have any idea what you’ve just done?!” She snarled, her eyes glowing even brighter as she stalked towards him.

“I merely eliminated a distraction.” Brainiac said, putting distance between himself and Rainbow Dash. “After all, it was only an Equestrian.”

“That was my mother you just tried to kill.” Rainbow let loose with her heat vision, two red beams striking Brainiac in the face and forcing him to his knees. “You were right, Brainiac. This is over. Now, I’m not going to hold back, no matter what you try to do to stop me. Now, you die.” Rainbow placed more power into her heat vision, stopping only when Brainiac raised a shield spell to deflect the blast. Before he could recover, she flash-stepped again and pulled him into a headlock, slamming her right hoof repeatedly into his face before throwing him into another wall. She pounced on him before he had even come to a stop, each punch she delivered echoing across Cloudsdale.

“This is for Kandor!” she said, pulling Brainiac up and punching him in the gut, hard enough that her face was splashed with a small amount of blood. “And Equestria!” she twisted him around and slammed him into the ground, knocking him out. “And for my mother!” Rainbow turned Brainiac towards her and drew her right hoof back, aiming for his head.

“Supermare, stop!” a voice called from behind her. Rainbow turned and saw Thunderlane, the Pegasus landing and running towards her.

“Get out of here! Now!” she screamed, turning back to Brainiac and raising her hoof again.

“You can’t do this.” Thunderlane slowed down, coming to a stop a few feet away from Rainbow. “You can’t kill him.”

“Yes I can!” she turned back to Thunderlane, eyes glowing red and tears streaming down her face. “He’s killed thousands and imprisoned thousands more! He threatened to murder an innocent filly because I wouldn’t agree to his plan! He’ll keep on killing and imprisoning ponies and others if I let him go! He deserves to die!”

“Since when did you become an executioner? My father said you were planning to take over Equestria, and wouldn’t this just add fuel to his arguments?”

“I don’t care! He’s had his chance, and he’s thrown it away! He dies!” She brought her hoof up once more, ready to crush Brainiac’s skull and end this before Thunderlane spoke again.

“Would your mother have wanted this, Rainbow Dash?” Rainbow’s eyes returned to their normal hue in an instant. Her hoof hung in space, unresponsive, and her breath stopped for the briefest of instances. She sat there, silently, looking down at Brainiac as he lay unconscious.

Would your mother have wanted this, Rainbow Dash? With a cry she struck, her hoof impacting the ground just next to Brainiac’s head. Her tears were flowing freely now, and it took most of her willpower to keep herself from breaking down completely. Another moment of silence, and then she turned and passed Thunderlane, flying over to where Firefly lay.

“Mom...” she whispered, scooping up the fallen mare in her forelegs. “I-I’m sorry, Mom. I’m sorry...” Rainbow spread her wings and took off, searching for the closest hospital she could find.

Author's Notes:

I don't own Ponies or Superman. Likes and comments are appreciated, and if I screwed something up please let me know.