For some time, The Rainbooms have gotten used to not being vigilantes and now working with Canterlot PD in fact most people have gotten used to them protecting the city, but even so, villains continue to cause problems, facing constant threats like Trickster, Spade, Cozy, Danu, Glacier, Blowtorch and even facing the sinister organization VILE (Villainous Indisposed League of Evil) and its leader Dusk Claw. But Sunset knows that something really bad was going to happen.

A little did she know she was right.

In the waters of Canterlot.

"What waiting for," Nightmare Mechanic said. "We should act now!"

"I agree with NM," Danger Dame agreed. "We gather more data, know more of their weakness. We should strike while the iron is hot."

"No!" Golden Touch shouted and fired an energy blast at them.

"And why shouldn't we?" Crimson Sparrow asked. "We should attack before the Rainbooms have the chance to regroup."

"No, Golden Touch is right," Everyone turned to Dusk Claw. "Even so, Velvet stands with giants, I must do the same."

Dusk Claw sends out five carrier drones.

"If receiving this signal, consider this a sign of my respect and a call to arms. Time and again, we have been kept from our rightful place by these so-called Rainbooms, because we are unable to put aside petty differences. If you want your fates to change, if want the to tremble before you, stand at my side. Join my Legion of Chaos and will destroy them together." Cozy Glow, Starline, The Mane-iac, Metal Sonic, and Trickster heard the message.

At the Rainboom Serect Lair.

"Everyone," Velvet Metal aka Iron Mare grabbed their attention. "Canterlot City has been through hell the last couple of months, but thanks to Rainbooms, Canterlot PD is longer on the hunt for heroes. But lately, VILE has gotten bold and almost took me and the Power Ponies out. Our best bet, Dusk Claw is going to try again, but next time with bigger and badder allies."

"Your Robo-butler tell you this?" Rainbow asked.

"No, Claw did," Velvet showed everyone Dusk Claw's message.

"ACME got a hold of one of these and passed along the message. Claw's building a legion of equals to do what he can't do alone."

"Just like you guys... us guys," Lemon Zest chimed. "Only, you know evil. Hmm."

"Thanks for clarifying Zest."

"So what does it mean?" Sonic asked.

"It means if the who's who of bad guys R.S.V.P to the Claw's revenge party, the world will be facing threats of a whole new magnitude. Threats that only we can face. The Rainboom League."

"I know most have issues working together. But for the sake of the world and everyone else can we bygones be gone."

"Sure," Sugarcoat spoke up.

"Nothing better than teamwork," Zapp agreed. "By the way where is Saddle Rager?"

"I'm here,' Saddle Rager enters the room while eating a turkey. "And sorry for the fridge."

...

Meanwhile.

"Well this place," Trickster looking at the quarry. "So where is the..."

Trickster saw Cozy Glow.

"Well, speak of the devil, Cozy Glow what brings you here,"

"Well I got this strange message from out of now where when I was venting some anger issues," Cozy Glow explained. "And it told me to meet here. You too huh?"

"Yeah," Trickster replied.

"Looks the message was official ." Dr. Starline came in along with Metal Sonic.

"And who the hell are you?" Trickster asked.

"My name is Dr. Starline," He introduced himself.

"And the robot?"

"That is Metal Sonic, he's not much of a talker."

"Well this certain have better not be waste my time," A female voice said wearing a violet jumpsuit with her hair moving.

"Hello beautiful," Trickster approaches her. "What's your name?"

"Name's The Mane-iac, yours."

"Trickster, and must you fine looker."

"Well, thanks."

"UGH, gag me," Cozy Glow was grossed out then Nightmare Mechanic and Crimson Sparrow appeared.

"Welcome, everyone," Crimson greeted them.

"We have been expecting you," NM added.

"Cut the small talk," Starline came in. "We know why you are here."

"Always the observant type aren't we," Nightmare Mechanic joked. "Claw has arranged a dinner for everyone, but the boss has need of you Starline."

"Of course," Starline agreed.

...

"So, Dusk Claw," Starline came in. "What's with the new look?"

"Due to unfortunate timing, my body was dying due to serum that I and the Matterhorn was injected. So in an effort, I swap bodies, and did not go well."

"I can see, what is it you want to do?"

"Simple, since you work with technology there is something inside this armor that could be the key to defeating them."

"Now you're sparking my interest."

Moments Later

"One more time," Starline said while hacking into the armor.

"Negative," Merlok declined. "You are attempting to illegally access Nexus Tech."

"Engaging offline application, mark one."

"Processing. Access granted. Welcome back, Ms. Metal."

"And that is how you hack software. He's all yours."

"Computer, you will refer to me as 'Master'," Dusk Claw exclaimed. "Replay situation. The Rainboom League vs The Legion of Chaos candidates."

"As you wish, Master," Merlok showed him a video of the Rainbooms battling Mane-iac, Starline, Metal Sonic, Cozy Glow, and Trickster, along with the Fearsome Four (Nightmare Mechanic, Danger Dame, Golden Touch, and Crimson Sparrow). "As you know, the Nexus pre-play variable system complies with data in combat."

"Creating predictive theories that increase the heroes' efficiency in battle."

"Modify pre-platy input. Assume the Legion work as a unit. Assume they perform like the league.

"Doubtful, but interesting. Master."

The clip show Sonic battling Golden Touch then out of nowhere Mane-iac grabs him and slams the hedgehog into a wall.

"Success, 40%,"

"An, understatement computer." Another clip showed Dr. Starline battling Sunset and Twilight.

"The transform of the Legion's strategy would be significant."

Unknowing that Cozy Glow and Crimson Sparrow came from behind and knocked them out.

"Success, 60%."

Another clip showed that Iron Mare, Matterhorn, Rainbow, and Applejack battle Dusk Claw and Metal Sonic.

Matterhorn and Iron Mare fire their Unibeam and Matterblast at Dusk Claw in response he did the same. Metal Sonic saw the blast and grab hold of Applejack and Rainbow and threw them into the crossfire.

"Success. 80%. Master, you have discovered a weakness in the League's defense strategy."

"Excellent. Play it through."

The final clip showed Saddle Rager getting punched into the wall by Nightmare Mechanic. Applejack, Rainbow, Sonic, Knuckles, Twilight, and Tails on the ground by Starline and Metal Sonic. Sunset, Rarity, Filli-second, and Amy are tied up by Danger Dame. Fluttershy, Zapp, Mistress Mareveluos, the Siren Squad in the grasp of Mane-iac, Trickster, and Golden Touch.

"Is Velvet's little video game all you hoped it would be?" Starline asked.

"It is the key to everything, Starline," Dusk Claw replied. "The Legion's time is now at hand and Velvet Metal has shown the way."

"Success, 100%."

A few hours later in the dining room.

"How disgusting," Starline said as Nightmare Mechanic was eating savagely.

"Do you mind," NM shot back. "I'm trying to eat. Be careful of your words before breaking you."

"He does have a point," Cozy agreed. "Have you ever heard of utensils?"

'Your not the boss of me kid, I still trying to figure out why the hell Dusk Claw let you in."

Hearing that made Cozy kick him then he responded by tackling her.

"Every man for themselves," Trickster joy-buzzed Golden Touch.

Metal Sonic and Crimson Sparrow trade punches and kicks. Mane-iac grabbed a swordfish and threw it at Starline who avoided it by using the speed function of his Tri-Core. Amongst all of the fighting, Dusk Claw saw everyone fighting.

"Computer, implement a proper response."

"Your wish is my command, Master," Merlok replied.

Dusk Claw did a repulsion blast at Crimson Sparrow and Metal Sonic stopping them, rolled a table at Cozy, Danger Dame, Nightmare Mech making them trip over which made NM fire at Starline and the others, then Dusk Claw took his seat. cut into his rib-eye.

"A cold, red center. Perfect," Dusk Claw said as he ate.

"You have never shown much skill, boss," Golden Touch exclaimed. "Care to explain."

Dusk Claw puts down his glass eye and showed the others the Nexus pre-play software.

"What is this?" Mane-iac asked.

"What you see before you, is a software that was locked deep within the armor." Dusk Claw explained. "It several battle strategies and battle tactics."

"It is one of Iron Mare's most critical tools. With it, we can crush our enemies, by using their own methods again them."

"A taste of their medicine. Ha! I like it!" Trickster smiled.

"However there is one problem. Success requires talent and this group lacks trust. "If success is what you crave, are you willing to trust me?"

...

Maretropolis, City Hall

"Danger Dame, if you please?" Dusk Claw asked her.

Danger Dame created that nearly covered all over the city making the people worried.

"People of Maretropoils!" Dusk Claw grabbed their attention. "Your city has been the first to witness the power of The Legion of Chaos! Hand over your leaders and we shall show mercy. Defy us, and we shall not."

"It has begun! The future of the Legion rests with you." Dusk Claw told everyone as they took their positions.

"We will do our part, boss, "Mane-iac said. "But if we fail, there is nothing in this that will stop you from having your head."

"Don't Mane-is, I assured you we will be victorious."

The Maretroplis Police was on the scene as well for Trickster, Starline, and Nightmare Mechanic.

"Bring in the tank," an officer said then a tank appeared.

"Is that the best you got!" Nightmare Mechanic said as blasted one.

"NM, Trickster, Starline, you have 2 minutes and 38 seconds!" Dusk Claw reminded.

The fighter jets started to fire at the sub.

"Sparrow, Glow, Metal Sonic the vulture are gathering."

"10-4!" Crimson Sparrow replied was she was in her dragon form and she Cozy Glow shot down one and Metal Sonic tore right through with Maximum Overdrive.

"A little slower than you predicted, Claw," Cozy exclaimed.

"When the world is ours, I will see to it the planes run on time."

Crimson Sparrow was about to shoot another until a lightning bolt struck her and went down.

"Legion!" Dusk Claw exclaimed. "They're are here."

Then Zapp, Pinkie, Sonic, and Sonata Dusk arrived.

"Well, it isn't the Thunder times three and a blue rat," NM taunted,

"Hey," Sonic shot back. "It's a hedgehog, tin can. Well Starline, never expect you or Metal to be here."

"Doesn't Matter Now your toast," Trickster armed his laser but Zapp fired a bolt at it destroying it.

"You were saying," Zapp smirked.

"Starline to Dusk Claw, they here," He reached from his comns.

"Impossible! How did they get so quickly!?" Dusk Claw exclaimed. "My plan was foolproof."

"So says the fool," Rainbow said in front of him and punch him back.

"Announcing that you're attacking Maretropolis City Hall," Matterhorn said as she, Marevelous, and Radiance came down.

"Either you getting more desperate or just plain dumber?" Radiance asked.

Dusk Claw charged at them only for them to dodge. Radiance created two Buzzsaws and fired at him, and Marevelous threw two golden horseshoes at him. Dusk Claw avoided both of them but not Rainbow and Matterhorn slammed him on the sub. Dusk Claw fired his repulsor beam but the Matterhorn raised her shield and block it.

"We are at our strongest. Your demise has come!"

Dusk Claw charged his Unibeam and prepare to fire but Iron Mare, Twilight, and Tails came from behind and blasted him.

"If by 'day'," Iron Mare said. "You mean another day that Rainboom League hands your shadowy butt. Sure."

…

Nightmare charged at Pinkie and Sonata then repelled him back, which allowed Sonic to do his Spin Attack at the robot and send it right at Trickster and Starline.

"Hey robot dork," Sour Sweet grabbed Metal Sonic's attention. "Bet you can't dodge this asshole!"

Sour Sweet did a magic blast at him that made contact and send him right into Cozy Glow and Crimson Sparrow.

"There's something different," Sugarcoat said while she, Indigo Zap, and Amy were fighting Danger Dame and Golden Touch. "The Legion is much more coordinated,"

"True," Amy agreed with her. "But that doesn't mean they have the advantage."

Amy threw her hammer at Danger Dame which knocked her out. Then Indigo and Sugarcoat kicked Golden Touch into the water.

"Take that," Indigo smiled.

"Master, the percentages are moving so rapidly, even I'm getting dizzy," Merlok said.

"Shut the hell up!" Dusk Claw exclaimed. "Legion, listen to me! Stay with the plan! Anyone, come in!"

"In record time," Rainbow said. "Man, even I'm starting to fell embarrassed for you."

"The Legion might not not take Maretropolis today," Dusk Claw actived the sub self-destruct sequence. "But you won't be around to see it! Commence self-destruct sequence."

Then Dusk Claw disappeared.

"Everybody, move it!" Iron Mare exclaimed.

Everyone got off the sub before it exploded.

"Is everyone accounted for?" Twilight asked.

"We're all accounted for, Cyber Witch," Rainbow said. "Everyone excepted for tall, dark, and creepy."

"Legion of Chaos. regroup! Metal, Starline, Mane-iac, Nightmare Mechanic. Danger Dame, anybody!" Dusk Claw shouted then the entire Rainboom League surrounded him. "So must for trust."

On the Zenith (ACME HQ)

"Well I say we take the next month off," Indigo said as Saddle Rager and Applejack were handling Dusk Claw. "I'm gotta need a month just to enjoy this moment."

"Say cheese!" Lemon took a picture of him. "My new screen saver."

Both of them toss him into an energy cell.

"I wouldn't believe it for all the marbles," said Gary Quinn head of ACME.

"You might want to back up," Velvet warned the agent. "I know basic protocol to confiscate his armor. But Claw rigged with traps."

"I'll get off," Knuckles tried to grab it but got shocked.

"Dimwit," Shadow scowled at him.

"Didn't I just say not to do that? I did, right?" Velvet asked while AJ and Rarity hold him off.

"Something wrong's. This was way too easy," Matterhorn said.

"Don't be such a spoilsport," Rainbow turned to her. "We do actually catch the bad guys most of the time."

"No, Matterhorn is right," Shadow came in. "As long as the Legion is there out there. Claw is still a threat."

"Okay, put the victory cake back in the fridge," Velvet said then randomly Pinkie put the cake in the fridge. "Twilight, Tails, Matterhorn. We got a blown-up Legion of Chaos sub to check out."

"Sounds like a hoot," Tails as they walk out.

"Claw's team could've got far," Sunset said. "Use, the Prism Jet's tracking systems, local police bands, cell feeds, anything that can their trail."

"And what about you, Phoenix?" Zapp said.

"I got a Claw to shred."

Everyone left the Zenith except for her.

"Alright, Claw," Sunset focused on the conservation. "I've watched your sacrifice thousands of innocent lives for your own selfish ambitions. Never once where I have seen you risk your neck for someone else. And that worries me big time."

"We do know each other well, miss Phoenix," Dusk Claw said. "That will make my victory so sweet."

"Victory? You have no chance of getting out. All of your so-called allies abanded you."

"In order to escape. I would first to be captured," Dusk Claw told her. "And as for allies. You seem to be the only one who has been abandoned."

Without knowing Mane-iac was in the room.

"Sometimes being right really stings,"

"Clever choice of words," Mane-iac said. "Hothead."

Mane-iac pushed Sunset back with her hair than free Dusk Claw.

"Oh crap," Sunset groaned the got blasted by Dusk Claw.

"Time to end this," Mane-iac's hair forms into several drills.

"Not yet, we must have our bargaining chip, alive," Dusk Claw reminded her.

"Very well." Mane-iac knocked her out cold.

...

"Velvet," Tails told her as he, Matterhorn, Iron Mare, and Twilight were looking at the blownup Legion of Doom submarine. "You might want to see this!"

"Is just me or does this setup look like..." Talis started.

"The Data Crux," Iron Mare finished his thought then the screen showed all of the heroes' clips of battle.

"My pre-play software, that armor stealing, software-hacking... Pheonix we got a situation. Pheonix?"

Back on the Zenith

"Master, Velvet Metal has discovered our little secret, as scheduled," Merlok told him as the Legion of Chaos attacked the Zenith which caught Quinn's attention,

"Greetings," Dusk Claw greeted him then blasted him but dodges.

"Get off my bridge," Quinn took shots but got blasted.

"No longer is your bridge. Don't run too far, we'll be needing you shortly," As the rest of the Legion showed. "Starline, will you do the honors?"

"Uplink complete," Starline as finished hacking into the Zenith. "We are in control of the Zenith."

"I loathe to say it," Cozy came in.

"Oh please do,"

"You are a competent leader, after all."

"Everyone stay focused," he reminded them. "There is much to be done before the League gets here."

"Let them!" NM said then grabbed Quinn. "I will do to them what I do to this fool!"

Just as Nightmare Mechanic was about to break his arms, Quinn pulled out a tear gas bomb, blow it up, and escaped through a hatch.

"Velvet, you guys are up," Quinn said in the hatch. "Get them off my bridge and I can do the rest."

"You son of bitch!" Danger Dame exclaimed. "Quinn had operational codes not stored in the ACME computer banks! How does such a nano-sized brain create such a large volume of idiocy?"

"Watch it, kid," NM threatened her. "I'll make Pheonix give us the codes!"

"Back off, she's mine." Trickster got in his face.

"I dare you if stick your face in mine, again screw loose."

Then all three of them started to get physical.

"No, no, no! The victory is ours!"

"To lose," Iron Mare said as the Rainboom League was headed straight for them.

"We got incoming!" Cozy exclaimed. "Anyone got any ideas? Cause I'm all ears."

Back outside.

"Careful, guys," Iron Mare said. "Quinn's probably gonna want this place in one piece. Let's try not to wreck it. Much."

Everyone tries to keep the Zenith in one piece.

"Claw certainly wanted to get on board," Sugarcoat said as she dodged the ship's defense system."What's the play?"

"If I say 'Duh, he wants the Zenith,' to you promise not to scowled me," Indigo said.

"No. He's after something bigger. But what?"

...

"Claw,'" Starline grabbed his attention. "I implementing mark 9-3, divide and conquer strategy."

"Excellent, Starline. That might just work."

Starline smiled upon hearing this.

"Legion of Chaos! Attack!"

"Hey, Knuckle-Heads!" Nightmare Mechanic called out Knuckles, Aria, and Applejack. "Let's play!"

"Man, you're weird," Aria exclaimed. "I'm going to enjoy kicking your ass."

"Aria, don't get..." Adagio warned her sister then Cozy Glow and Trickster appeared.

"You got bigger fish to fry," Trickster laughed.

"I hate fish-related puns!" Arctic Ace fired an ice bolt at him.

...

"Well, if it the Ice Queen, Wind Bag, and the Edge Lord," Danger Dame taunted but got kicked by both Rainbow and Shadow, then Rarity did an ice blast.

"Give up you ruffian," Rarity exclaimed.

"Make me bitich."

...

"You're not getting away this time," Matterhorn as she and the others caught up with Mane-iac and Golden Touch.

"Fool! Who said we were running away," Golden Touch shot back.

Then the ship started to split.

"What's happening?" Saddle Rager said as they were moving.

"It time for ladies to take a dip," Mane-iac laughed.

...

"Three on one eh?" Nightmare faced Aj, Knux, and Aria. "Let's rumble."

...

Fluttershy, Sonic, Amy. and Tails crashed into the bridge of the Zenith.

"Starline, I leave you the Rainboom League in your hands," Dusk Claw left.

"With pleasure," Starline smiles and Metal Sonic started to fire.

"This really getting old," Sonic complained. "How about something new for once?"

Then blasters lock on them and fire.

"That's new," Tails asked.

"So this what is like to win I'll have to try it more often."

...

"No matter how you slice us, the Legion can't beat us." Iron Mare said while she and Twilight chasing Dusk Claw. "You just don't have the power!"

Iron Mare blasted him but it was a hologram and the real one tackled her and Twilight.

"I am in the process of changing it." Dusk Claw slammed them into a couple of walls. Both of them regained this grounding and saw Sunset tied up.

...

"iron Mare!" Sonic touched his earpiece. "Starline is loose on the ship."

With Starline

"Legion of Chaos! The pawns are in place." Starline said to override a cell.

"Excellent! Release the Phoenix!"

The hatch open up and Sunset was dropped.

"You are good at math. Velvet. Is the life of one worth the lives of many?"

"Sometimes I hate math,"

Iron Mare and Twilight followed her.

"Hold on, we're coming!" Twilight reassured her.

"Everyone, cease the fighting!"

"Legion, fall back!"

"We will meet again. fools," Golden Touch said as he and the others teleported out of there.

Moments later, the Rainboom League saved Sunset Shimmer.

"What happens?" Sunset asked as she recovered.

"Well, Dusk Claw and the rest of those meanies got away," Pinkie told her.

"You let Claw escape."

"We just saved the Zenith from the world's greatest villains and we saved you," Rainbow said. "How's is that not a win."

"As usually, Tornando is always blind to the oblivious," Sugarcoat glared at her.

"How so?"

"They weren't after the Zenith. Their target was onboard and they bust the perp out."

...

...

"The Rainbooms have no idea what happens!" Cozy cheered happily.

"What is our next move?" Starline asked.

"Let us discuss that with our newest member, "Dusk Claw open it. "Zavok!"

One of Sonic's most dangerous foes was inside the cell.

"Revenge," Zavok grimly said. "Sonic will regret that even show mercy on me and those who stand by him will fall at my hands."

"In due time, Zavok. I would like to make you a mutually beneficial proposition," Dusk Claw told him then showed him his hand. "Trust me."

Next Chapter: Episode 2- By The Numbers Estimated time remaining: 3 Hours, 20 Minutes