We are the best of the best. Personally chosen by the princess as a team of the most talented fliers in all of equestria. Our prestige resounding, our talent undeniable. We are the biggest and baddest in the skies, and everypony knows it. Our confidence is not misplaced, we have a right to be smug. To be one of us you have to show dedication, intimidation, attitude, skill, and you likely don't have it. Don't feel bad, not everypony is destined for greatness. So just sit back and watch as we tear up the skies, and if were coming for you just wait on the sidelines. You can't outrun the best of the best, were the Shadowbolts,  we'll never be outmatched.

Scootaloo was riding all throughout Ponyville, doing flips and tricks on her cherished scooter. She smirked as she passed ponies, dodging them left and right. They had annoyed expressions as they yelled at her as she continued to nearly hit them "watch where you're going you darn filly!" Scootaloo just laughed "I am!" as she continued to shred. She jumped over obstacles and performed countless feats, her skill was astounding. She smirked for a second, closing her eyes as she rode, can I be anymore awesome-"Scootaloo!" somepony called out as she gasped opening her eyes, crashing into the fountain.

"Scootaloo Scootaloo!" the other pony continued as she trotted over to Scootaloo who was rubbing her head. "ow," she muttered as the other pony stood beside her. "Scootaloo Scootaloo!" Scootaloo protested "what Applebloom?!" Applebloom was attempting to catch her breath, her face filled with worry "have you seen Applejack?! I can't find her, I've searched everywhere!" Scootaloo just raised a brow getting back on her scooter then shrugging "calm down, she's probably just hanging with Pinkie or something." Applebloom shook her head "no, I can't find Pinkie either! And that's just weird!"

Scootaloo groaned rolling her eyes "ugh, calm down Applebloom you're taking this way too seriously." Applebloom lowered head, saddened "m-maybe you're right." Scootaloo rode closer to her nodding "of course I am, comon, let's go ride around, I got a bunch of awesome moves I want to show you!" Applebloom did as she said, wrapping her hooves around Scootaloo.

As they rode, Scootaloo noticed Applebloom was still dwelling on about Applejack. Scootaloo sighed "comon Applebloom cheer up, when you're down it get's me down to." Applebloom frowned "i'm sorry, i'm just so worried, it's not like Applejack to go disappearing on me." Scootaloo gave a reassuring smile as she glanced back "hey, it's your sister were talking about here, she can handle herself." Applebloom shook her head "Applejack told me we'd always have each others backs, It's what's most important, that and teamwork." Scootaloo raised a brow at this, laughing a little confidently "hah, teamwork? That's nice and all but it's all about skill Applebloom." Applebloom objected "no teamwork is! Applejack said skill is important to but it's nothing without working together!" Scootaloo just rolled her eyes "yea yea, I get it."

Applebloom looked down "I just don't get where she could of run off to? How can I watch her back if she doesn't tell me where she's going!" Suddenly Scootaloo came to a halt as Applebloom looked ahead to see why. There standing in front of them was Sweetie Belle and Rarity, each levitating small bags of groceries as Sweetie Belle cheered "hey guys!" Scootaloo smiled "hey Sweetie Belle, hi Rarity!" Rarity nodded at the two fillies. "Hello darlings, out and about I see." Applebloom stuck her head out "Rarity! Have you seen Applejack?" Rarity shook her head "i'm sorry sweetheart, can't say I have." She then looked to Sweetie Belle who also shook her head "no, sorry Applebloom."

Applebloom looked down, saddened once again as Scootaloo felt sorry for her. Scootaloo then shrugged at Rarity and Sweetie Belle "well if you guys see her can you tell her Applebloom is worried sick?" Rarity nodded "will do darling, now come Sweetie Belle, I would hate to have to recharge the pillars before making some dinner." Rarity trotted on ahead as Sweetie Belle chuckled running after her sister "okay, seeya guys! Goodluck finding Applejack!" Scootaloo nodded and waved "thanks! You two have fu-"DOOM!

Rarity, Sweetie Belle, Applebloom, and Scootaloo stopped whatever they were doing and peered upward all at the same time. Scootaloo squinted her eyes "what the heck is that?" it sounded like fireworks were going off during the middle of a thunderstorm. The sound was faint but noticeable, Applebloom blinked staring at the same thing as Scootaloo "i'm not so sure." As Rarity and Sweetie Belle looked up, Rarity eventually looked to her sister "Sweetie Belle, you never told me there was a light show tonight!" Sweetie Belle objected "that's because there isn't!" Rarity looked back up "hmmm, strange, perhaps it was unscheduled."

There, high in the sky was the most peculiar thing. Faint yellow sparks, going off like a trail of explosions, following what appeared to be a rainbow trail. The four ponies just stared up at it confused, unsure what to make it out as. Scootaloo eventually smiled widely, cheering "haha this is AWE-SOME!"

As Twilight clung to Rainbow, Rainbow had a focused expression, going as fast as she could, zipping through the clouds. The amount of force she was creating from her speed was almost unbearable. Twilight could feel the cold wind running along her coat, recreating a similar sensation to when she was forced into the rapids. Her mane was flailing about wildly as she could tell that if she weren't strapped she'd have flew off a long time ago. The sound created by such speed sounded like they were standing next to a waterfall. She peered back as she noticed The Shadowbolts were still on their tail. The lightning symbols on their chests were glowing profoundly, much like those magic devices they activated in the nightclub.

Twilight squinted her eyes, as suddenly from those symbols shot bolts of thunder that flew past Rainbow, Rainbow had been dodging these strange attacks for some time now. Twilight lowered her head towards Rainbow's ear "RAINBOW! THEY'RE USING MAGICAL REACTORS!" Rainbow squinted her eyes, raising a brow "MAGICAL WHAT?" she questioned. Twilight tried to yell so Rainbow could hear her "THEY'RE ATTACKS ARE COMING FROM MAGICAL DEVICES!" Rainbow blinked a bit, confused "WHAT'S YOUR POINT?" Twilight shook her head "YOU CAN'T KEEP DODGING THEM FOREVER! THEY'RE TOO FAST!" Rainbow sighed as she continued to fly "WHAT DO YOU SUGGEST WE DO THEN?!" Twilight smiled "WORK TOGETHER!" Rainbow looked puzzled once again, just remaining silent as Twilight smirked with a nod "TRUST ME!"

As the Shadowbolts continued their pursuit, Spitfire received a com message from Gilda. These were similar to radios which made it easier for them to communicate to each other if forced into such a situation. Spitfire pressed her hoof against her ear as she spoke "what is it?" Gilda questioned in an impatient tone "how long do we have to shoot at these dweebs?!" Lightning Dust joined in the conversation, her static voice buzzing within the communication device "Yea? I'm getting tired of this!" Spitfire just continued flying, speaking in a calm manner "just keep your cools and remain focused Shadowbolts, they can't keep up this chase forever, we'll hit them eventually." Suddenly Rainbow Dash came to a screeching halt as Spitfire smirked "as I said."

As the Shadowbolts stopped, Spitfire crossed her hooves and stared at Twilight and Rainbow, Rainbow breathing profusely. Gilda and Lightning Dust just flapped their wings beside Spitfire, remaining in place, Spitfire sighed "have you finally decided to cease this foalish act and hand over the prisoner quietly Rainbow Dash?" Rainbow looked at her with a defeated expression, glancing down as if given up hope. She peeked a bit to see what was below as she then looked back to Spitfire. "If I do then what happens to me?" she questioned, Twilight gasped "R-Rainbow!? No!" Spitfire smirked "we'll put in a good word for you, hopefully the princess makes your punishment less severe but I won't make you any promises." Gilda shook her head as if annoyed "what made you think you could get away with something like this Rainbow?! And now just to give up so easily?! I never took you for a coward, you really are a dweeb." Lightning Dust just chuckled humorously speaking in a smug tone "if I were you Rainbow, after handing over the prisoner I'd just keep flying, fly as far away as you can, I could use the warmup." Rainbow just glanced back at Twilight, unhooking her strap, she shrugged, agreeing "sounds good to me, sorry about this Twilight." Twilight gasped shaking her head, a terrified expression upon her "please, wait Rainbow! W-We can work things out!" Rainbow shook her head holding her up in front of her as Twilight just flailed screaming as if scared from the height. "Nope, sorry, I'd rather not go to pony jail, well anyway, here, you can have her."

Spitfire raised a brow "give her to us."

Rainbow Dash smirked with a sly expression "sure thing, catch." Rainbow tossed Twilight at Spitfire whose eyes widened.

As Twilight flailed her arms flying straight towards Spitfire, it was as if the world went in slow motion as then Twilight suddenly stopped flailing about and just smirked as well. Spitfire then muttered "huh?"

POOF! Twilight was gone in a cloud of purple smoke.

The Shadowbolts eyes snapped wide as they peered left and right frantically. Gilda yelled "where'd she go?!"

Suddenly Spitfire looked shocked as if coming to a realization "aaaah, buck..."

Twilight suddenly poofed behind them chuckling "here I am" as her horn was glowing a vibrant purple.

She let off a magical blast that shot straight towards Spitfire, engulfing her left wing and tearing off practically the entire upper left portion of her uniform. This blast also destroyed half of the thunderbolt shaped device on her torso, rendering it useless. Spitfire let off a tormented scream as she immediately began plummeting downward in a trail of smoke in a steady yet frantic descent. Gilda yelled "SPITFIRE!" as Lightning dust grabbed Gilda "leave her! Look!" Gilda looked down, seeing a large lake below them, Gilda looked somewhat worried still as Lightning Dust screamed. "Snap out of it, she isn't a moron, even with one wing she can enter into a steady glide! Our mission still stands! Retrieve the prisoner!" Suddenly their eyes widened as they peered back at Twilight who was still falling. Rainbow then zoomed past them causing them to spin uncontrollably as she snatched up Twilight and flew upward once more.

As Gilda and Lightning Dust regained control of themselves they gritted their teeth looking back at Rainbow and Twilight who was once again clinging to Rainbow, who was just smirking at the two remaining Shadowbolts. Gilda screamed "YOU TRICKED US!"

Rainbow shrugged then smiled "yea, so what?"

Gilda was growing infuriated as Lightning Dust smiled "calm down bird brain."

"She's just messing with your head."

Rainbow and Twilight just smirked, as did Lightning Dust "smart move going for Spitfire, I admit I didn't see that coming."

Lightning Dust shrugged "i'm guessing you think it's easy play now huh? Take out our most skilled member then the other two are just nothing right? Well, wrong! Me and Gilda here are still more than enough to take you two on! Isn't that right Gilda!?"

Gilda smiled "yea, these dweebs got nothing on us!"

Lightning Dust still smirking raised a brow to Gilda "hey, how about a little competition while were at it?"

Gilda blinked "eh?" Lightning Dust smiled looking at Rainbow "first to take them out wins, it's simple, and proves a point." Gilda smirked "and what's that?"

Lightning Dust yelled "that just one shadow bolt surmounts these amateurs!"

The remaining two Shadowbolts then crossed their hooves into an X shape, talons for Gilda.

Gilda and Lightning Dust then roared, their bodies glowing a profound yellow as they continued to yell.

Twilight stared for a few seconds before looking utterly shocked "are they really?"

This caused Rainbow to raise a brow as she blinked "are they, charging up or something?" Twilight looked at the two of them as if fascinated and curious "you can say that, but if my assumption is correct, what they're doing is highly dangerous." Rainbow glanced at her curiously "how?" Twilight continued "they seem to be taking in all the magical energy from those devices, much like how unicorn's expend magical energy into the pillars, they're doing the exact opposite." Rainbow blinked looking at Gilda and Lightning Dust who were still in the middle of their process. Twilight continued "that means they're extorting high amounts of magic from those things, absorbing it. They're not unicorns, but those devices are adapted to them specifically. Has princess luna truly gone so far?" Rainbow still looked pretty confused sighing "what?" Twilight rolled her eyes "this means they can let off large amounts of dangerous magic just by making contact with something. Much like how I can release magic from my horn, and how they could previously shoot bolts of magic from those devices!" Rainbow gulped as she stared at Gilda and Lightning Dust finish their preparations. They exhaled, smirking at the two ponies as Rainbow laughed a bit nervously then nudging her head back signaling Twilight "so eeerhm Twiliiiight, what's the plan here?"

Lightning Dust chuckled "they're lucky they destroyed Spitfire's, not even we have seen her use this much of her supply." Gilda looked at Rainbow Dash confidently "see this Rainbow, if you joined the Shadowbolts when you had the chance you could of been the greatest, it's really too bad." She leaned her head back some, stretching her claws which erupted with magical energy like lightning. "We can only use this for so long, the princess has made it clear that prolonged exposure to non-unicorns such as ourselves can be very damaging. Around how long Lightning?" Lightning smirked "around 10 minutes I believe." Gilda laughed a bit "more than enough time to capture one dweeb,....and erase the other." Rainbow's eyes snapped wide as Gilda and Lightning prepared to strike "T-Twilight! Plan? Anytime now!" Gilda and Lightning then bolted forward, cracking the very air around them as they erupted like thunder, Twilight screamed "DON'T LET THEM TOUCH YOU!" Rainbow yelled "VERY CREATIVE!" as she swayed immediately to the left, barely dodging Gilda's grasp. Rainbow irked as the area around her ribcage burned just from being near Gilda.

Lightning was going for Twilight whose eyes widened as she couldn't comprehend the unicorn's sudden speed boost. As Lightning was close to touching Twilight, it was as if the world went into slow motion again, Twilight's pupils dilated at the sight of that approaching hoof one touch and you're done Twilight. Twilight poofed once again, dodging Lightning's attack as she continued forward, it took herself a few seconds to stop herself considering how much magic power she put into that thrust. Lightning gritted her teeth "SHE DISAPPEARED AGAIN!" Rainbow then spun herself in a circle and released a powerful flap from her wings as if pushing on the air itself to create some distance between her and Gilda. Twilight suddenly reappeared a few meters above the three of them as her horn was charged once more, she shot a beam towards Lightning who just smirked. As the magical beam approached Lightning, she dodged it with ease. "You're going to have to do a lot better than that level 6." Twilight raised a brow noticing this.

Gilda was more focused on Rainbow, and Rainbow couldn't let Twilight just fall. Twilight plummeted downward again as Twilight screamed to Rainbow "RAINBOW I'VE GOT ANOTHER IDEA!" Rainbow bolted upward towards Twilight as Gilda yelled at Rainbow grinning "no you don't dweeb!" She shot forward towards Rainbow once more as Twilight shot another magical beam in Gilda's direction this time. Gilda's eyes widened as she made sure to dodge it. She then went next to Lightning as Lightning sighed "how did you not catch Rainbow?" Gilda looked upset "Rainbow was never any pushover you know, even Spitfire saw that." Lightning had an uninterested look "excuses excuses." Gilda snapped at her "and how did you not catch that unicorn! She has no wings!" Lightning looked at Gilda with an annoyed expression "she has magic! It's much more complicated than dealing with a normal pegasus!" Gilda rebutted "SO DO WE!"

As they were arguing with each other Twilight was caught by Rainbow who was a few good meters above Lightning and Gilda. Rainbow glanced to Twilight "so what's the plan Twilight?" Twilight nodded "so did you see how they dodged my spells? That doesn't make any sense." Rainbow looked confused "uhm Twilight, If I were them I wouldn't want to get hit by your spells either." Twilight shook her head looking down at them "no, that's not what I meant, you see that there?" Twilight pointed her hoof at them as Rainbow squinted her eyes. "That magical essence bordering their bodies? Look how it cracks and distorts itself, it's highly unstable." Rainbow raised a brow "yea, what's your point?" Twilight pondered the thought, speaking with a curious look "I already figured that those devices they're using are adapted to them specifically. This means their bodies have been trained to withstand those large doses of magic, probably focused from many different unicorns. It's like their chemicals, very stable at times with the right formula, but very combustible if mixed with the wrong one at times." Rainbow sighed heavily, she wasn't getting any of this as Twilight noticed her frustation. "To make it simple Rainbow, what they've done to themselves grants them amazing capabilities, but contact with other large quantities of powerful magic would cause them to overload."

Rainbow's eyes widened as she looked back down at Gilda and Lightning who were still arguing.

Twilight raised a brow "I wasn't certain of this until I saw Lightning dodge my attack, if they were as powerful as they seem to boast, she could of easily absorbed or deflected my spell. I don't doubt that that device gives them amazing enhancements but I knew it had to have some weakness to it. Princess Luna must just be using them as experiments for this idea. If it proved successful, then-..but it's way too risky! I can't believe she's even considering such a dangerous method." Rainbow had a serious look "well what do we do? Just keep dodging them until their time runs out?" Twilight shook her head "no." Rainbow shrugged "you keep firing at them?" Twilight shook her head again "no, they'll just dodge." Rainbow sighed before questioning with a temper "what then?!" Twilight smirked "we'll take down two birds with one stone!"

After a minute or so Twilight called down to Gilda and Lightning who were still fighting. "Hey, lovebirds! You two done bickering yet? Aren't you running out of time?" Gilda shooed Twilight as if preoccupied and then yelled at Lightning "you think you're better than me Lightning?!" Lightning nodded profusely "I KNOW I AM!" Twilight rolled her eyes "or are you guys just too incapable of capturing a flightless pony?" This caused the two to stop fighting for now as Lightning and Gilda looked at Twilight, as they said in sync,

"what....did you just say?"

Rainbow laughed then looked at her hooves as if inspecting them, bored. "You heard her, and I must agree, you two got all these funky magic doohickies and your both still too slow to keep up with me. I guess some just can't be born with talent such as mwah!" Rainbow kissed her hoof.

Lightning and Gilda looked infuriated as they screamed, then bolting after the two ponies. As expected their speed was great, Twilight and Rainbow had only a 1-3 second window of utter concentration to dodge. They couldn't try to outrun them like in the beginning, no, this was a pure dodging game now. Rainbow tossed Twilight up, who was confident she could rely on her teleportation magic for the time being. This would also help her achieve the plan she'd come up with. Twilight poofed three times in a row consistently creating some distance between herself and Rainbow. She was getting tired as the overuse of magic while trying to control it so well during her fall was physically draining. Lightning immediately turned course and went for Twilight as Gilda went for Rainbow as expected. Rainbow had a certain technique not even Gilda could master, the talent of wind mastery, Rainbow was superb at controlling herself during flight, she was not only fast but highly coordinated. As Gilda approached like a flash, Rainbow squinted her eyes at her, she spun her body again, looking smooth in her motion as her wings flapped and she kicked her hooves as if kicking on the air itself. Rainbow swayed to the left like a leaf in the wind as Gilda who while even empowered didn't have complete control over her direction at such speed. Rainbow dodged her as her wings flapped and she looked at Gilda who stopped herself once more. Gilda gripped her talons and had begun turning red, she was highly frustrated. "BUCK OFF!" she cried as she dashed to Rainbow who just said "you first." Rainbow did the same turning motion, flapping her wings, spinning and kicking her hooves in one swift and calculated move, causing her body to bolt to the left in the form of a sway. It had to be 100% accurate for Rainbow who although dodging Gilda, was only doing it by mere inches, Rainbow's body was still being harmed by the powerful magical aura surrounding Gilda so she knew she couldn't do this forever.

Twilight continued to poof consistently as Lightning was still looking confident. "You can't dodge me forever level 6, sooner or later you'll slip up, I see it in your expression." As Twilight continued to fall but teleport herself up a few inches and in a certain direction she laughed "aw how sad, you require me to slip up in order to catch me, some shadowbolt." Lightning's face darkened as she chuckled, she had a evil grin "you'll regret those words level 6..." As Lightning crossed her hooves into an X shape again she began to scream, large streams of magic in the shape of bolts of lightning stretched from her body. It was like a circular field surrounding her as Twilight's eyes widened. Twilight began teleporting at a massive rate, the amount of strain was obvious in her expression as she was breathing heavily. Her world slowed as every second she reappeared, was another few milliseconds she had to calculate the best possible position for her to teleport to. Twilight saw with her peripheral vision how close she was to hitting Lightning's attack. Much like Rainbow, she was only mere inches as she had to concentrate as best she could to prevent from this becoming a total disaster. Twilight teleported, as she reappeared a few feet from Lightning her horn glowed, her body was turning midair as she intended for that motion. One of Lightning's bolts of magic shot over Twilight's torso, coming so close to her she could feel the strands of her coat burn. Twilight released a magical beam of her own as it went straight for Lightning whose eyes widened as she noticed it, She immediately stopped her assault and made sure to dodge Twilight's move.

Twilight noticed she'd moved herself to her position as Rainbow was continuing her swift motions into hers. Soon Lightning gritted her teeth and just completely lost her cool "ENOUGH WITH THESE STUPID GAMES!" she exclaimed. She bursted towards Twilight giving it everything she got. As Rainbow continued to make a fool out of Gilda, Gilda roared "YOU STUPID DWEEB! I'LL END THIS NOW!" Rainbow ignored her words as she merely flew backwards. Gilda did the same as Lightning, bursting forward at full speed as they did they didn't notice the unique setup of the situation. Only mere feet from each other was Twilight and Rainbow who were looking in the opposite directions. Rainbow was backing away and looking at Gilda come after her from a upward position. Twilight was falling and saw Lightning approach from a downward position. Rainbow and Twilight's backs would be facing each other as Gilda and Lightning would continue their pursuit. Twilight and Rainbow then said in sync "now!" as Twilight disappeared once again and Rainbow swayed out of the way. Lightning and Gilda's eyes widened as their targets disappeared and all they saw was each others faces, they were going to run straight into each other. They also had something to say in sync but not like Rainbow and Twilight, their expressions sank in those few short seconds they realized they'd been duped, strategically navigated into those positions to produce the following result. "Buck..." they said as they came into a grand slam. As Gilda and Lightning slammed into each other the magical auras bordering their bodies began to writhe and crash and twist together violently. They screamed as they boomed like thunder, their bodies being overwhelmed with a unbearable burning sensation due to the negative reaction of the magic from their devices. As this continued for a few more seconds, Lightning's device finally cracked, and shattered.

Down from below, Scootaloo, Sweetie Belle, Applebloom, and Rarity were still watching the sky, now accompanied by many more Ponyville citizens. It looked like a dashing thunderstorm as if a field of thunder was focused on a single area. They could only stare in awe as they wondered just what the heck was wrong with the weather. It was unbelievable.

The combustion between the two ended, Rainbow hurried and caught Twilight once again. She smiled "it worked Twilight, just as you said!" Twilight blinked as she and Rainbow stared at the auras fade from the two remaining shadowbolts. They remained in place for a few seconds, looking down saying nothing as if frozen in time. Their bodies were darkened, as if burned, smoke emitting from them like used charcoal as soon they just began their descent. Falling limply down towards the lake far below. Twilight smiled at Rainbow as she said "we did it." Rainbow nodded laughing "yea, I knew we could." Rainbow then waiting for Twilight to secure herself on her back again. As Twilight did this, Rainbow began flying off, Rainbow questioned happily "so where to Twi-" she was interrupted "WHERE DO YOU THINK YOU'RE GOING DWEEBS?!"

Twilight and Rainbow's eyes widened as they turned around, there, still flapping her wings, still radiating with black smoke, her feathers burned and her uniform torn, was Gilda, unwilling to give up. Rainbow shook her head as she sighed "it's over Gilda, you've all lost, you should go make sure your friends are okay." Gilda began to laugh "haha those losers aren't my friends! They're amateurs, i'll finish this mission myself!" Twilight looked at Gilda with a saddened expression "please, just stop this, were not going to entertain you." Gilda smirked as she pointed to her device "mine still isn't broken dweebs." Rainbow and Twilight looked uninterested in what she had to say. Gilda sighed looking down "the princess is going to be very upset with us since we destroyed 2 of the only 3 magic batteries in existence." Twilight raised a brow as Gilda sighed "but if I accomplish this mission, then it'll all be worth it. I guess I'm not surprised, i always knew you were good Rainbow, but that dweeb you're carrying, heh, no wonder she's a level 6."

Rainbow looked at Gilda as if guilty, seeing her like this pained her in a sense.

Gilda smiled "well, as usual, we didn't tell you dweebs everything, there's still one more thing, this little baby can do." She coughed as she slightly tapped the device with her talon, breathing heavily as she did so.

Twilight looked puzzled "what do you mean one more thing?"

Gilda looked exhausted as she spoke "the princess trusted us with these, we were her chosen, were her best. Were above the lunar guards, you're small fry compared to our status. The princess herself created these, it's only natural she'd leave us with some of her personal taste in magic. I guess it's crazy though."

The air began to grow thick and heavy just like that one time in the Everfree forest. Twilight's eyes widened as her pupils dilated no, this is. Rainbow looked around with a raised brow.

"Huh, why is it getting so much darker?"

The ponies in Ponyville merely watched as the clouds and the sky in that area began to be engulfed in a pitch black whirlpool. The darkness was more intense than that of the very night already, it was like a orb of pure black energy, like a small world of it's own in a sense.

Gilda smiled as she began to chuckle, her wings flapped as her feathers began to change from their natural brown and white color into a blueish black. Her eyes even turned into a fiery sapphire. The thunderbolt shaped device in the center of her uniform a pitch black color now. Her wings were emitting blue flames she yelled in a intimidating voice "IT'S OVER YOU BUCKING LOSERS!"

Twilight and Rainbow's eyes snapped wide as Gilda disappeared and reappeared in front of Rainbow less than a second later. Rainbow was in shock as Twilight quickly reacted by summoning a shield spell, as Gilda's talon made contact with the shield, it shattered like glass. Twilight and Rainbow couldn't gather their thoughts as Rainbow was blasted back by the pure force of Gilda's strike. Twilight shot downward, plummeting at an accelerating rate deeper into the darkness. Rainbow cried out to Twilight in desperation "N-NO!" Gilda's sapphire eyes continued to burn as she looked at the two, it was as if she were now a different being.

Rainbow bolted to Twilight at maximum speed, Twilight was speechless, this was beyond her, beyond Rainbow, they stood absolutely no chance and she knew it. Rainbow caught Twilight smiling at her reassuringly "y-you're okay, I got you." Twilight looked at Gilda who merely stared at them with cold eyes, she disappeared. Twilight yelled at rainbow, "RAINBOW, MOVE!" Rainbow tried to do as she said but it was too late, Gilda reappeared and Rainbow attempted to do her air push but it was useless, in the few seconds she had, it managed to get her only hit in her back hoof around the thigh area. The blow caused Rainbow to cry out in pain as her body once again flung through the air like a ragdoll, Twilight kept her grip.

Rainbow's back hoof was basically broken, she breathed heavily, her mane in tatters as she had a nervous look yet still filled with hope. Rainbow wasn't giving up as she stared Gilda straight into her new dark eyes. Rainbow flew up, going as fast as she could, she was trying to escape as she was now going at such a speed she'd broken the sound barrier. Twilight's grip was loosening as Rainbow screamed "HOLD ON TWILIGHT!" She boomed through the air, it was the spectacular sonic rainboom. As Rainbow shot upward, she looked exhausted I have to get us out of this black sky!

The ponies of Ponyville were still peered up at the Sky. They're eyes widened as they saw the gorgeous rainbow ring explode in the air. It was the most amazing thing some of them had ever seen. Scootaloo in specific was in awe, she was speechless as she stared up at the spectacular rainbow trail, she could only stand there and wonder, who could of performed such a spectacular feat. Whoever it was she thought, she/he had her admiration. Scootaloo didn't understand what was going on but she could feel it, deep in her heart, something about this entire light show, something just wasn't right. She wasn't sure herself why she thought these words but she thought them anyway Goodluck as her eyes focused, gleaming at the wondrous night sky.

As Rainbow tried her hardest to escape, she nearly passed out as she'd finished her sonic rainboom. Rainbow came to a depressing halt, she slowed down, she was beat. She just flew in place, wheezing, her deep gasps for air painful to listen to. Twilight's eyes began to tear up as she looked around, they were still deep in the darkness. Gilda appeared not far from them as she unsheathed her claws, she had a serious expression "looks like, this is the end of the line, Rainbow." Rainbow just looked at Gilda approach, her expression exhausted, drained, deep bags under her eyes as she coughed. Rainbow could barely support herself, let alone the two of them, she began to descend as Gilda just looked at Rainbow begin to fall. Twilight yelled "j-just go Rainbow! Run! Get out of here! I'll be fine!" Rainbow refused to give up as she looked at Gilda, Gilda squinted her eyes at the rainbow mare, her determination annoyed her. Rainbow laughed "I'm not going to let you, or the captain down, you crazy..." she muttered. These words crushed Twilight it's over! she screamed in her head.

Nightmare Moon had created new boundaries. As Twilight stared at Gilda she realized, this was no normal gryphon anymore, this was a monstrosity. The essence of magic was never meant to be used this way. Tears streamed down Twilight's cheeks as Rainbow laughed glancing back at her. "Shining told me, you could be a real, crybaby.." she coughed. Twilight looked at Rainbow, pained, the sight of her struggling was heartbreaking. Twilight looked back at Gilda, infused with dark magic let alone the twisted combination of all the other unicorns essence flowing through her. This was a formula that was never meant to exist, not even be dwelled upon by anypony, how was this even possible?

Gilda continued her slow approach, Twilight could only run these horrid thoughts through her head. Gilda was a experiment, a sign of what's to come, and Twilight feared the worst, how can I stop this? If Nightmare Moon was successful in future attempts, any creature, could abuse the power of magic like a drug, empowered by dark magic to serve Nightmare Moon in her vast army. Gilda's magical capabilities at the moment were beyond conceivable. Twilight in desperation shot multiple beams of magic at Gilda from her horn, Gilda just ignored them, as they fazed through her like she wasn't even there. Twilight's eyes widened as the black phoenix had raised her talon with a bored expression "game over." Her talon lit with a blue and black fire as Rainbow closed her eyes as did Twilight who clenched onto Rainbow.

Gilda's eyes widened as she shot forward at Twilight and Rainbow, finishing this with the final strike.

"..........." There was a long silence, the only sounds being those from gusts of wind.

The ponies of Ponyville stared up at the black void in the sky as it began to slowly disappear. Soon shining behind it would be the normal starry night sky. The clouds were normal as the loud booming that sounded like thunder had ceased. The rainbow trail was no longer there. As they waited for awhile everypony began to leave, including Rarity and Sweetie Belle. Rarity called out to her little sister as she walked away from the scene "Sweetie Belle! Come, the shows over darling." Sweetie Belle trotted over to her sister, joining her. Applebloom stared at the sky for a few seconds before blinking "wow! That was so cool, wasn't it Scootaloo!....Scootaloo?" Applebloom peered over at Scootaloo who was still concentrated on the sky. Scootaloo just stared at that same area, then muttering "yea, it was." Applebloom looked at Scootaloo worried "Scootaloo you okay, you look sick?" Scootaloo smiled at Applebloom "y-yea, i'm fine, comon Applebloom, let's go shred!" Scootaloo hopped on her scooter as Applebloom smiled eagerly "sure thing!" As they both got on the scooter, they rode off back into Ponyville, deeper into the peaceful town.

Twilight and Rainbow remained silent, they thought it was over. Twilight could feel the air around her becoming easy to breathe in again, the cold winds running along her face. Rainbow then peeked slowly, she blinked a bit as she then opened her eyes. "W-What the?" she questioned as Twilight did the same. They peered in front of them but there was no sign of Gilda, or the darkness that had just surrounded them. Twilight said curiously "huh, w-where did she go?"

"Over here dweebs," exclaimed a tired Gilda, she was behind them, her talon still stretched forward as if she were still in the process of finishing them off. She was facing the opposite direction but she didn't care, she spoke to them anyway. As Twilight and Rainbow turned around to take a look at the Gryphon, they saw her color had returned to normal. Gilda's device then cracked slowly, shattering into pieces, falling down into the sky. She remained silent, as she spoke softly, she seemed a bit more kind than before.

"Hey Rainbow," she said as Rainbow raised a brow "uhm yea, w-what?" Gilda sighed "I still don't understand, how did a couple of ponies like you two manage to best the Shadowbolts. Were the best of the best. We don't lose, yet, we did, we were outsmarted, outplayed, outmatched." Rainbow shook her head "we worked together." Twilight cut in "teamwork." Rainbow laughed a little looking to the lower left, still pretty tired but motivated. "You guys were so busy fighting majority of the time we had time to come up with some good strategies. You were all also pretty darn cocky." Gilda remained silent as she laughed a little herself "I guess we should've just stopped arguing and beat the pulp out of you dweebs huh?" Twilight smiled "yea, that'd probably have been better on your guys part." Since things seemed less tense between them Twilight raised a brow, still looking a little hesitant to ask "uhm, Gilda, w-what happened, why didn't you end things back there?" Gilda sighed "I would've, but, it looks like my time ran out just as I was about to do it." She looked up "I guess I stalled too long." She glanced back at Rainbow with a reflective look, who just blinked at her a bit, she then looked forward again. "Hey, can you dweebs check on Spitfire and Lightning for me, we may not get along well but i'm kind of worried about them."

Rainbow raised a brow "can't you do that yourself?" Gilda shook her head as she peered into the sky "no, I wish, seems like my body won't take me anywhere, i'm just stuck here, like this, here in the sky."

Twilight and Rainbow were a little confused as Gilda looked at her talon, then eyed her torn and destroyed uniform. "Hey Rainbow?"

Rainbow blinked "hm?"

Gilda smiled a bit "that sonic rainbow was stellar. I can't imagine if you had one of our magic things."

Rainbow laughed a bit blushing, a little embarrassed "Haha, wow gee, uhm, thanks Gilda, it means a lot, but you had wicked moves back there as well, I was super impressed!" Gilda just gave a cheesy smile glancing back at Rainbow "tch!"

Gilda looked up "hey Rainbow,....were friends right?" Rainbows eyes widened at this, she looked down "well ugh, this was a pretty big fight but you guys were just doing your duty, i'm not ashamed to still call you my friend." She smiled at at her. Gilda continued to look up as she just said "thanks."

Gilda looked at her talon once again as she clenched it, a contemplative look on her face. For the best flight team in equestria, we sure lacked teamwork, huh, it's too bad. She looked ahead "hey dweebs, thanks for checking in on the other two for me, I'm getting real tired of chit chat so, I guess I'll just keep it simple."

Rainbow and Twilight's eyes widened as Gilda began to disappear, her body from bottom up was beginning to fade, blowing and dissipating like dust in the wind.

Rainbow looked shocked as Gilda was rapidly fading away.

"Later,....and good job."

With that she was gone, some of her feathers scattering into the clouds.

-

Rainbow scurried to where Gilda once was as she looked around frantically for her. Even though they were enemies for this short while Rainbow still cared for the gryphon. Rainbow was a bit in disbelief as she yelled out "Gilda?! G-Gilda what happened? H-Hey stop messing around, seriously! What was that, some new trick?" Twilight remained silent, closing her eyes as she held onto Rainbow who was still a little in denial. Rainbow bit her lower lip, her eyes wide with guilt as she looked around muttering "Gilda?..." Twilight knew what had happened, but, now was not the time.

-

Twilight and Rainbow eventually flew down to the lake where Lightning Dust and Spitfire had fallen. It took them a few minutes but they finally caught a glimpse of the two Shadowbolts resting on a nearby shore. Lightning Dust was still unconscious but Spitfire was awake, tending to her comrades wounds. Her wing was hurt pretty badly, making flying not possible at the moment. As she saw the two ponies approach, Spitfire sighed looking down, but surprisingly she smiled up at them. "I won't lie, i'm disappointed I fell for your tricks and I want nothing more than to just capture you two myself right now but, It looks like that won't be happening." She eyed her broken device.

Spitfire raised a brow at Rainbow, peering to the left and right a bit "so, where's Gilda Rainbow?"

"Where was she downed at?"

Rainbow's eyes widened as she looked at Spitfire guilty, then lowered her head and closed her eyes.

Spitfire laughed a little "Rainbow, what're you doing?"

Rainbow just shook her head slowly, sighing.

Spitfire looked confused, puzzled, annoyed as she stood to her hooves.

"Rainbow, where's Gilda? Where's my flier?!"

Rainbow remained silent as Spitfire yelled at her, desperation in her eyes "RAINBOW!...ANSWER ME!....ANSWER ME THIS INSTANT YOU TRAITOR!"

Twilight cut in "Gilda, depleted her magic supply."

Spitfire shook her head yelling "what's that matter?! Tell me where she is!"

Twilight looked shocked, surprised they didn't know that overusing would produce such results? But Gilda seemed aware of the risks, did, she not expect them to be so severe? "s-sorry, Gilda isn't coming back."

Spitfire's expression sank, she lowered her back hooves sitting, she shook her head. "No no no, i'm, i'm their leader I'm supposed to protect them!"

She looked at the ground with saddened eyes "leave me...."

Twilight wanted to say something but Spitfire didn't give her any chances "LEAVE ME!"

Rainbow then flew off in the opposite direction with Twilight as Spitfire remained there, staring at the grass, filled with remorse as well as guilt.

As Rainbow flew, she was still hurt as Twilight gave Rainbow a worried look "Rainbow are you going to be alright, we can rest if you want to." Rainbow shook her head "I don't need rest, i'm fine." Twilight nodded "okay," she looked ahead and then pointed towards the everfree forest. Rainbow flew over the massive landscape, Twilight was looking for any signs of Eden and Applejack but the forest was far too vast for them to see them. Twilight lowered her head fearing the worst, but she knew she couldn't force Rainbow to do this forever and landing in everfree was far too dangerous. She sighed nodding to Rainbow who nodded back, heading east. They were on their way to the land of dragons. Next Chapter: Chapter 7: The Guardian of Everfree Estimated time remaining: 1 Hour, 4 Minutes