In a Flash of Lightning

by Onomonopia

First published 29th of April, 2013

A hero comes to Equestria to re-capture a villian, but the world is not what he expected.

Five simple letters. When uttered seperatly, nothing out of the ordinary happens. But when uttered together as a word, they unleash one of the greatest heroes know to mankind. The word is SHAZAM, a phrase which young Billy Batson yells to turn into the powerful Captain Marvel. But it will take more than a word to help him as he is sent to a new world to hunt down a monster of unbelievable power. This new world is Equestria, home to colorful, peaceful ponies that know little about fighting and prefer to have fun. Thousand of miles away from his own world, Billy is trapped in this world with no way to return home. But what constitutes as home?

Captain Marvel and Billy will be based off his older version and not the newer one. Look up Superman/Shazam Return of Black Adam for more info.

I own nothing. Feel free to comment and or critique.

And A Roar of Thunder

Orbiting far over the planet Earth sits a space fortress that watches over the people below, manned by the greatest heroes known to humanity. It is the Watchtower and it is the headquarters of the Justice League, protectors of the worlds. Home to heroes such as Superman, Batman and Wonder Woman, along with hundreds of other heroes who help to protect the world. At the moment, however, the number of heroes on hand was in short supply as a great evil had surfaced on the far side of space, requiring a great number of leaguers to be sent out to combat it.

"...And that is why I have asked you here to assist me," J'onn J'onzz, the Martian Manhunter, told to a very impatient Captain Marvel as he typed away on the teleporter while Marvel stood on the teleporter platform, arms crossed and bored out of his mind.

"And why do I have to stand here while you type away on the computer? I want to be helping Superman and the other heroes battle the evil that threatens the galaxy," Marvel said with a bit of a whine, sighing at the fact that he was being held back again when he was clearly needed at the front lines.

"Because, Billy," Marvel flinched when J'onn used his real name and not his alter-ego's name, "Due to your lying to us about your age, the League has had to question the morals of sending a ten year old boy into battle with some of the most evil forces across the galaxy. The hero business is very dangerous and you could lose your life at any time. You are still young."

"But I can help! You of all people...Martians...whatever, should know how strong I am and how valuable I can be on this sort of mission! Give me a chance!" The Martian held up his hand, silencing any more protests from the young hero. He sighed and pinched the bridge of his nose, not sure what to say.

"Billy...you are a great asset to the Justice League, no one can deny that. But you are also a child in a hero’s body, not yet mature enough to handle some of the darker sides of crime fighting. In a few more years...yes, you will be put on more missions. But for now, please just take pride in the fact that you're helping to fight the good fight," J'onn said, trying to reason with him.

"This is so not fair. Fine...What am I doing for 'the good fight' this time?" Captain Marvel asked in a mocking tone, rolling his eyes as he said it. J'onn sighed again and for the second time, went over the mission.

"When we were transporting some of our more dangerous supervillians a week ago, the convoy moving them was attacked by someone wielding a boom tube. While the heroes escorting the villains were able to fend off the attackers, one of the more dangerous inmates was lost in the boom tube. The league has spent a week tracking him down, finally locating him in a far off world," J'onn explained, entering the coordinates into the teleporter and starting it up.

"Oh goody, I'm going to be catching a criminal for the good fight instead of assisting the others in a fight for the universe. Glad to be of use," he said with a grumble. "So, who’s the villain that I'm going after? Riddler? Captain Boomerang?" After a moments silence, Captain Marvel looked over at J'onn, who was looking down at the floor with a strange look on his face.

"Doomsday." Marvel's jaw hit the floor.

"Doomsday? As in, THE Doomsday? The Doomsday that has killed thousands of people, destroyed half a city and practically beat Superman to death in an all-out, winner take all battle? THAT Doomsday?!" Captain Marvel yelled in disbelief. "That's who I'm going after?!"

"I was hoping you'd react in a calmer manner," J'onn muttered, watching Captain Marvel freak out.

"A calmer manner? Doomsday nearly killed Superman, SUPERMAN! He'll mop the floor with me and that's IF I'm lucky! Argh, I always knew you guys hated me, but I never thought it went this far!"

"Calm yourself, Billy. No one at the League hates you nor are we punishing you for something that you said," J'onn reassured him. "Also, Doomsday was bound in restraints and placed in a cryogenic sleep so powerful that even Superman had a tough time staying awake. He'll be quite incapacitated for you." While the words were said to calm Billy down, they had the opposite effect.

"HA! If I remember correctly, Doomsday gets stronger every time something kills or incapacitates him! And you incapacitated him, which will only make him stronger! Why in the name of Solomon are you sending me after him?!" he half screamed, griping his hair with his hands.

"Because Billy, you are the only hero on standby that can possibly match Doomsday in speed or strength. I need you to handle this," J'onn said in his most serious tone, which managed to snap Marvel out of his panic attack. "You just said that you wanted the chance to prove yourself to the League, now you can."

"So are you going with me? I mean, it's only Doomsday."

"I'm sorry, but I must stay here and monitor the battle on the other side of the galaxy. Do not worry though, this will be an easy mission for you," J'onn said with a smile, "As long as you remain...mature." He entered the final numbers into the teleporter and started it up, beams of light starting to circle Captain Marvel.

"Yeah, you have a fun time sitting here with nothing going on, I'll go and get myself killed fighting one of the strongest monsters known to man. Sounds great," Marvel complained with a mock smile. J'onn smiled as the teleportation start up nearly finished, giving the Captain one last bit of advice.

"I'd suggest that you do your best to get along with the locals. From my studies I have learned that they are not...what you would expect. But maybe they will be able to show you a little bit about yourself." The teleportation process finally began, but allowed Captain Marvel for one last remark.

"This is so unfair." And right before Captain Marvel vanished, the Watchtowers alarms went off.

{\/}

"This is so unfair," Spike grumbled to himself as he helped Twilight pack the rest of her suitcases onto the back of a carriage. Twilight had been invited to the Canterlot Royal Party, in which the greatest and most well-known ponies around the world would gather to celebrate the Elements of Harmony's latest victory over the forces of darkness. Pinkie was in charge of the party, Applejack would be providing the food, Rainbow Dash was handling entertainment and Rarity made the girls dresses. All had been invited to the party, except...

"This is the third time this month that you have gone somewhere really awesome and haven't brought me along. Do you secretly hate me or something?" Spike grumbled to himself as he finished loading the rest of the bags.

"Spike, I can't believe you would say something like that! You are my number one assistant and are more precious to me than any other dragon in the world," Twilight said, turning to face him with a smile.

"Yeah , precious dragon that never gets invited anywhere," he grumbled under his breath, passing more bags to Twilight.

"Did you say something?"

"Nothing."

"Look, I know you want to go, but I'm pretty sure you would be bored out of your mind. All we ponies are going to do is sit around and talk about recent events. Nothing that would interest you in the least."

"Like that meteor that crashed here a week ago?" he asked with a raised eyebrow.

"Exactly!" she responded with a smile, finishing packing and hoping into the carriage. "You know, it is odd that we found the crater that it created but no trace of the meteor was left. Anyway, have fun while I'm gone, don't forget to dust the books and keep the place tidy while I'm away!" she said waving as the carriage took off into the sky.

"Yeah, Celestia knows how much you hate it when I let one book out of place," Spike grumbled as he waved back, watching the carriage sail into the now darkening sky. With a sigh, Spike turned and headed inside the library, slamming the door behind him as he did so. The noise awoke Owlicious from his nap, which he was about to wake up from anyway.

"Hoo?" he asked, gently opening one eye half way.

"Sorry for waking you, I'm just mad. Twilight goes off to some big party or event and just leaves me behind again! It's like they don't even care about me anymore!" he yelled, kicking a chair in frustration. It was a bad idea and Spike spent the next minute hopping around on one foot while holding the other.

"Hoo?"

"Yeah, I know it was a bad idea, but I'm just so...frustrated!" he growled, stomping up the stairs and into his room. Owlicious hooted and flew up the stairs after him. He flew into the room to find Spike siting on near the window with his head resting on both hands. Owlicious hooted again and landed on his shoulder, looking at him with concerned eyes.

"Hoo."

"Oh, you're still here. I'm sorry for acting this way, but I just wish that sometimes I could have a friend that I could spend time with and go on adventures with. The girls are nice but...I wish I could have a friend like me." He looked up at the stars, making a silent wish upon them. 'I wish I could have a friend that I could go on adventures with."

As if the heavens above chose to answer him, a massive flash of light appeared in the sky, starling the young dragon right out of his chair. After he picked himself up, Spike looked to the sky and watched with widened eyes as a massive circle of light appeared in the sky. A burning meteor of sorts emerged from the circle of light and headed straight for the Everfree Forest. Spike stared at where the burning object had vanished for a second before he flew down the stairs and out the front door to the library, heading off to the forest. He wasn't sure what to expect, but he would not let this chance pass him by. His chance for an adventure. Owlicious watched him go, hooting once and following after him.

{\/}

Billy slowly opened his eyes, feeling the pain coursing through his body. He groaned and noticed that he was lying face down on the ground, mud covering his face. A tried to push himself up, only to find that a tree trunk had somehow fallen onto his back. Billy tried to call out the word that would allow him to escape this situation, but his voice failed him and he fell back into the mud.

'Augh...what happened? The last thing I remember was the teleporter activating, the alarms going off and then that explosion that interrupted the...' He winced as another wave of pain washed over him, breaking his train of thought. A warm sticky feeling was running down the side of his head and he realized that he was bleeding. Odd, wasn't he Captain Marvel when he had gone into the teleporter? How had he changed back?

Billy moved his head as much as he could to look around him, trying to see where he had ended up. He was surrounded by bushes, trees and the overwhelming smell of nature. Well, he was defiantly in a forest, but not a forest that he had ever seen. He was about to try and call out SHAZAM again when a voice reached his ears.

"I think it landed somewhere around here, Owlicious," a voice said through the darkness of the forest. He heard the sound of running feet which came to a dead stop the moment they reached where he lay. He heard the sharp intake of breath and the feet took a few steps back.

"W-what is that?" the owner of the voice asked in terror.

"That," Billy began weakly, pain in his voice, "is trapped under a tree and can't seem to free himself. A little help, please?" While he couldn't see what they voice was doing, he could hear it argue to itself.

"I don't know what to do. I mean, I know I should help him, but what is he?" the voice argues with itself.

"Hoo." The voice has an owl with it?

"Yes I know it shouldn't matter, but I've never seen anything like it."

"Please make up your mind quickly. I'm not feeling so hot," Billy moaned, starting to lose feeling in his legs.

"Oh...alright, let's get this off of you." The voice walked over to Billy and slammed its back up against the trunk, it groaned and started to push, with the astounding effect of actually moving the tree off of him. This guy was strong. After a few more pushes, the trunk finally rolled off of Billy's legs.

"Ugh, thanks," Billy groaned, trying to get back to his feet. But he was still too tired and hurt to stand. Spike walked over to him and placed Billy onto his shoulders, dragging him away from the tree and out of the forest. Owlicious hooted and flew after Spike, watching the two curiously. Billy noticed that his entire body seemed to fit over the persons shoulder perfectly, indicating his savior was smaller than him.

"You're strong for such a little guy," Billy muttered.

"Don't underestimate us dragons, we're strong even when we're young," Spike said with some pride, flexing his muscles.

"Wait, you're a dragon," Billy asked, opening his eyes half way. Sure enough, the person that had come to his aid and pushed a tree off of him was actually a small purple dragon with big eyes and a forked tongue. Billy did what most other ten year olds in his situation would do: he panicked. He screamed in a high pitch and rolled off the dragon to the ground, trying to get away.

"Hey careful, you're still hurt!" Spike yelled, chasing after Billy. Billy tried to run, but was still to injured, and fell again to the floor. Spike ran over to him and shook his head.

"I don't know what your problem is, but I'm not going to hurt you," Spike said calmly, offering Billy a hand. Billy wasn't sure whether he could trust the dragon, but after he thought about it he did realize that he owed the dragon for helping save him. Besides, it wasn't like the dragon could even hurt him if he said SHAZAM.

"Alright," Billy said, taking Spike's hand. "Sorry about that, it's just in my world most dragons try to eat me instead of help me. They also don't talk where I'm from."

"Well, I guess that if most dragons tried to eat me instead of talk to me, I'd react the same way," Spike agreed, helping Billy to hobble along. Billy was maybe two feet taller than Spike, but he was still able to help support Billy's weight. The two of them started to head to the edge of the forest, neither saying anything, but both observing the other. Billy noted that Spike still looked like an older dragon despite calling himself young. Did that mean there were other dragons that were larger? He hated to think what would happen if he ran into one of those. Spike was noting all of Billy's odd choice in clothing and his hair. A red shirt, blue pants and no fur anywhere except on his head.

"So, what's your name?" Billy asked, breaking the silence.

"Spike."

"A dragon named Spike? Seems a little generic," Billy said with a shrug.

"What do you mean by that?"

"Well, I mean it's like a dolphin named Flipper or a dog named Lassie. You know, generic."

"And what kind of name do YOU have?" Spike asked in an annoyed tone.

"I'm Billy Batson." Spike surprised a laugh.

"Billy BATson? But you look nothing like a bat," Spike said with a chuckle. "Seriously, what's your real name?"

"I told you, Billy Batson." Spike raise his eyebrows at him. Spike rolled his eyes.

"Billy Batson...well, it may sound stupid, but at least it not as generic as Spike," Spike said with a laugh. Billy rolled his eyes, but the two exited the forest and walked into a small clearing. A solitary tree stood in the center of the clearing with a tree house in it.

"That's where you're taking me?" Billy asked. Spike nodded and half dragged Billy over to the tree house, helping him up the steps and inside. While Billy couldn't see much because of the faded light, it looked awfully girly to be Spike's home. Once Spike had helped Billy over to a corner, he tossed him a pillow to rest on. Owlicious flew into the room with a hoot, landing on Spike's shoulder. Now that he was safe, Billy had a few questions for the dragon.

"First off," he said with a small groan, pain flooding through his head, "why did you help me?"

"Well...mostly because it looked like you needed help," Spike responded with a shrug. "That and Owlicious here wouldn't stop pestering me until I did." Owlicious hooted with some pride and Billy chuckled.

"So does that mean I should thank the owl instead of you?" Billy asked with a grin before almost immediately falling over. Spike rushed over to his side while Owlicious started looking around the tree house for a first aid kit. Billy was still bleeding a bit and was losing consciousness. Owlicious found the kit and with a hoot, flew it over to Spike, who pulled out the bandages and started to wrap them around Billy's head.

"Wow you took a hit to the head. How'd you even survive that fall anyway?" Spike asked while appling aid.

"I'm tougher than I look," Billy muttered, trying to push himself back up.

"I can't believe that we've had two meteors fall to Equestria in the span of a week," Spike muttered, shaking his head, Billy's eyes snapped open at the news, sitting back up and startling Owlicious.

"Did you say another meteor?" Billy asked weakly. Spike nodded his head with a confused look, wondering why this would have gotten Billy all riled up. Billy tried to stand up, but sunk back down with a groan, clutching his bandaged head.

"Take it easy, it might be awhile before you're able to stand again," Spike said, helping Billy back onto his seat. Spike looked out the window, realizing how dark it had gotten. "Look, you can stay here for tonight. I'll explain everything to the owners in the morning. Right now, you need to rest. I'll check up on you in the morning." Spike climbed out of the tree house and down to the clearing, running back to the library for rest. Billy rested his head against the wall and tried to piece together what Spike had said through the pounding pain. Another meteor had crashed here a week ago? That must be Doomsday, but he had failed to ask Spike where it had landed. He should transform into Captain Marvel and go searching for him, but at the moment he was simply too tired. So with a yawn, Billy leaned his head against the wall and closed his eyes, wondering what tomorrow would bring.

Lightning in Her Eyes

Billy opened his eyes and to his amazement, found that he was not in the same place that he had gone to sleep at. He looked around to find that he was completely surrounded by white pillars, with a white stream running through the room that he was now in. He stood up and started to walk around.

"Hello?" he called out, looking around. "Anyone home?"

"Hello Billy." Billy spun around to find a white pony standing behind him, standing nearly as tall as him and covered with a white coat, hiding its face and eyes. He tried to advance towards it, but a magical force held him back.

'I bet you are wondering why you're here,' it said in an emotionless tone. Billy stared at the creature for a while, not sure that he believed that the pony was talking. But he had seen stranger in his life as a hero, so a talking pony wasn't completely weird. But it was sure up there.

"Yeah, where is here anyway?" Billy asked the pony, looking around again.

'This is your dream. I am simply here to speak with you and tell you something.'

"Okay, who are you?" Billy asked, deciding to be blunt. The pony chuckled and shook its head.

'I cannot tell you that, but it is not important at the moment.' Billy didn't like the way she avoided the question, as he had learned from experience and from Batman's constants reminders that a one who avoided questions had something to hide. Next question.

"Alright, what did you want to tell me?" The pony lowered her head and let out a sigh.

'There is an evil presences building, but whose presence it is I cannot discern. I had hoped that somepony would be able to help us, but it seems we got a child instead.' Billy laughed out loud at what she said, causing the pony to give him a strange look.

'Why do you laugh?' Billy stopped chuckling and placed both hands on his hips, giving her a huge smile.

"Because you got more than a child, you got one of the greatest heroes known to man." The pony looked at him in disbelief as he cleared his throat once before tossing his head back and shouting to heavens.

"SH-"

WHACK!

{\/}

Billy shook his head once and slowly opened his eyes a bit, feeling the pain in his now pounding head and the side of his face as his blurry eyes started to look around the tree house. Light was pouring in through the windows, telling him that it was now morning. While he would've liked to look around the room a little more, what was standing in front of him was his biggest priority. He wasn't sure if he still had a head injury or if he was still dreaming, but it seemed to him that three very odd colored ponies were standing in front of him and were talking to themselves. Could ponies talk? The one in his dream had, but he had assumed that it was just an odd dream. From what he could see through his lashes, the yellow one had just hit him and the others were yelling at it. He cracked his eyes open a little more, watching the three ponies argue amongst themselves.

"Applebloom, why'd you hit it?" the orange one asked the yellow one, who had just slapped Billy across the face.

"Because it's sleeping in our tree house! OUR tree house, the one we built together for us and our crusading! Why wouldn't I hit it?" Applebloom yelled in defiance.

"Maybe because it's hurt!" the white one said, pointing to his head. "It probably got hurt and came to our tree house as a place of shelter!"

"Really? And just why would it come here?" Applebloom asked in mock interest.

"Maybe because I was dragged here and woke up to find some psycho pony was punching me in the face." All three of the ponies screamed and jumped away from Billy, who lifted his head up and opened both his eyes, a smile on his face. The yellow one brought her hoof back and delivered a solid hit on his jaw, knocking him flat. She then proceeded to jump on his back and beat him up.

"Owowowowow, stop it!" Billy yelled, trying to shield his face from the pony's onslaught.

"Ah'll teach ya to sneak into mah tree house and call me a psycho!" she yelled in return, trying to hit him in the head. The other two grabbed her fore legs and dragged her off of Billy.

"Applebloom calm down!" the white one yelled, trying to keep her friend from breaking free of their grip.

"Yeah, didn't you hear it? It said it was dragged here! It didn't come here on purpose so please calm down!" After a few minutes of struggling and more arguing, Applebloom had calmed to the point where she wasn't trying to attack Billy, but he still had the other two stand in front of her just to be safe.

"Who...what are you?" the orange one asked once the situation had calmed down. Billy came out from under one of the tables where he had taken cover and stood up, wobbling slightly.

"Name's Billy Batson," he said with a smile. "Which, according to a dragon, is a stupid name." Then he looked a little closer at the two and found to his amazement that they weren't just regular ponies.

"Holy moly! You're a pegasus! And you're a unicorn!" he yelled in total disbelief, pointing at the two in disbelief and excitement. The two ponies looked at each other in concern before giving him a dumbfounded look.

"Uh, yeah, what else would we be?" the orange asked in confusion. "I'm Scootaloo by the way."

"And I'm Sweetie Belle!" the other one exclaimed, pushing past her friend and running straight up to Billy. "I've never seen something like you before. What are you?"

"I'm a human," Billy replied with a smile. "Where I come from there are billions of us. Sorry about my reaction to you guys, I've just never seen a talking unicorn or a pegasus before. That is so cool!"

"Well there are a lot of us around here," Scootaloo said with a smile. "Wait a second, you said a dragon said your name was stupid. Was his name Spike?"

"That was it. Last night Spike found me passed out in the forest and brought me here, saying that he'd inform the owners of the place in the morning. Judging from the way you reacted," he said with a smile, looking at their faces, "he didn't, did he?" Both the ponies smiled and shook their heads.

"Spike's probably still asleep right now," Sweetie Belles said with a smile, rolling her eyes. “He spends most mornings sleeping in."

"And how do YOU know that, Sweetie Belle? Been watching him, have you?" Scootaloo asked with a grin, poking Sweetie in the ribs. Sweetie's face turned bright red and she tried to push Scootaloo over. Applebloom pushed past the both of them and glared into Billy's eyes, causing him to back up slightly.

"How do we know yer telling the truth? Ya could've just made up the fact that ya met a-" The door to the tree house slammed open to reveal a panting Spike, who took one look at the scene and guessed what had happened.

"Let me guess, they found you before I could talk to them?" he asked Billy, who nodded in response. Applebloom marched over to Spike and gave him the same glare that she had been giving Billy, Spike shrinking under her gaze.

"What were ya thinking, letting a stranger into our tree house without asking? How'd you like it if ah dumped a group of chickens over at the library without telling ya?" Billy failed to see what Applebloom's problem was, as it didn't seem like that big a deal to him. Gathering as much courage as he could, he stepped in between the enraged pony and the cowering dragon.

"Look, he brought me here because it was the closest place for me to rest. I was pretty banged up and he tried to help me out. Can't you just let it go?" he pleaded, hoping that she would see things logically. She didn't.

"No. Now get out of here before ah get mah brother down here," she said threateningly with a glare, hoping to intimidate the human.

"Why are you being so stubborn?" he asked her in disbelief, completely ignoring the glare.

"Why are you in my tree house and bleeding on our stuff?"

"Why are you being such a jerk? Do I need to speak with your parents?" Billy went too far with that one. Applebloom's face turned into a look of pure rage and she slammed her fore hoof into his shin. He yelled and fell over, bringing his hands to his face to protect him from the oncoming attack. Before Applebloom could get another hit in, Spike and Scootaloo grabbed her hooves and dragged her back.

"Applebloom, enough! Apologize now!" Scootaloo yelled, putting herself between her and Billy. Applebloom glared into Scoot's eyes, but Spike and Sweetie walked up beside her to back her up.

"Fine," she said begrudgingly after a minute, backing off for now, "I apologies fer hitting ya and fer yelling at Spike."

"Now you apologize Billy."

"For what?" he asked, getting back to his feet.

"For calling Applebloom a jerk."

"Ferget it, ah don't want his apology," Applebloom cut in, turning her back on the four.

"Well," Scootaloo said with a nervous laugh, "Now that that's over with, how about we get started on our agenda. We had a lot of crusading planned for today and I'd like to get started."

"Crusaders huddle, now," Applebloom said. Scootaloo and Sweetie Belle walked over to her and all three of them wrapped their hooves around each others shoulders, forming a circle and talking amongst themselves.

"What's the matter, Applebloom?" Scootaloo asked a bit annoyed.

"It's Bily. We can't just leave him here, he might destroy our stuff," she whispered, glancing over at him.

"Then why don't we bring him with us?" Sweetie Belle asked. "Ot would allow us to go crusading and keep an eye on him."

"True, but ah don't like the idea of him coming along. Or him fer that matter."

"Well, I think it's a great idea," Sweetie said with a grin, breaking the huddle. "Would you two like to come crusading with us?"

"What's crusading?" Billy asked.

"It's were we going doing a whole bunch of cool things to try and get or cutie marks." Billy looked at Spike hesitantly, but Sweetie Belle put on the uppy dog eyes and the two just couldn't say no. "Great! Glad to have you with us!"

"I hope you like river rafting," Scootaloo said with a grin. Sweetie clapped her hooves happily while Spike pretended to vomit, whereas Billy was more confused if anything.

"Why are you asking me to come again?"

"Ah was thinking the same thing," Applebloom muttered.

"Well, crusading much more fun with friends. And you don't have a cutie mark, do you?" Billy shook his head. "Then that practically makes you an honorary crusader!" Sweetie said with a smile.

"But you barely know me."

"So, that doesn't mean we can't be friends. Besides, it will be a ton of fun!" Billy took a second to consider this. On one hand, there was still his mission and the whole reason that he had been sent here. To find and retrieve Doomsday and bring him back to HQ. On the other hand, he had never gone river rafting before and he had heard it was awesome. The desire for fun won out and besides, Doomsday was still probably trapped in that cryo prison J'onn had talked about. And it wasn't everyday someone could say that they went river rafting with a bunch of talking ponies.

"Sure, I'm in!"

"Great! Just follow us to the river and we'll get you two all set up!" Scootaloo and Sweetie Belle opened the door and ran outside, with Spike following them with a frown on his face, not believing that he had been roped into this. That left Billy alone in the room with Applebloom.

"Look, as for what I said, I'm-"

"Ah said ah don't want yer apology and ah meant it," she said with a scowl.

"Jeez, I'm trying to apologize, why can't you just except it?" he asked in confusion.

"Cause," she replied, walking out of the tree house before he could answer. He shook his head as she left, deciding that she didn't like him and he didn't like her. Why didn't she like him though? Had he said something to offend her? He knew he shouldn't have called her a jerk, but was that really something to get angry over? He shrugged and followed the others outside, wondering slightly what kind of land he had ended up in. When he finally saw it, he didn't know whether to be amazed or to throw up. It was bright, colorful and looked like something a little girl would think up. There were butterfly’s everywhere, the sky was blue and the land was filled with different colors and hues.

"Ugh, I'm starting to miss the Watchtower," he said with a groan before heading off for where the others had gone to. After running through a field and past a town (no one saw him) he met up with the others near a river by the forest. The three ponies and one dragon were by a bunch of canoes floating in the river, gearing up with helmets and life jackets.

"Why am I here again?" Spike grumbled as he was forced into a helmet.

"Because being in a library all day isn't good for you," Sweetie said with a grin. Spike rolled his eyes and finished putting on his jacket as Billy ran up to them, looking at the canoes with a questioning glance.

"Shouldn't we be using actual river rafting boats?" he asked in concern. Taking a closer look at the boats he found to his shock that they looked like they had been built by grade schoolers, one of them already leaking slightly. His confidence did not improve when Scootaloo answered him.

"Well, we couldn't afford to buy river rafting boats, so we had to make our own," she said with some pride, pointing to the two boats. "Mine is called the Rainbow Bolt and the other is Golden Delicious. You can guess who built that one."

"Where's Sweetie Belle's?" Scootaloo looked at her friend nervously, who hid her face in her hooves.

"Hers sunk the moment it hit the water. Boat builder isn't her special talent," Scootaloo said with a chuckle. "So, who wants to go on the Rainbow Bolt?" Sweetie Belle raised her hoof immediately while Spike raised his just a bit. "Great, Sweetie Belle and Spike will be with me, which means Billy will go with...oh," Scootaloo said with a small frown as she realized that she had just doomed Billy to being trapped on a boat with Applebloom.

"Why am ah stuck with him?" Applebloom asked enraged.

"Because your boat can only fit two while mine can fit three?" Scootaloo suggested. Applebloom turned her glare to Spike and Sweetie Belle.

"Alright then, who wants to switch?"

"Actually, I'd rather stay over here where it's safe," Spike said softly. Sweetie Belle hid behind him and nodded. Applebloom glared at the two before sighing in defeat.

"Fine," she growled, tossing one of the paddles to Billy. "Get in."

"Um, I'd rather stay on the bank where it's safe," he said. Applebloom turned around and pointed from him to the boat, showing him that she was not to be argued with. He gave up with a sigh and walked over to the boat, carefully stepping inside and sitting down. Applebloom sat in down in front of him, not even giving him a glance. Scootaloo and the others climbed into her boat and kicked off, letting the ship float down the river. Applebloom did the same and soon the two of them were a float.

"Um, if you hate me so much, why did you force me along?" Billy asked in confusion.

"Because getting mah cutie mark means everything to me and ah'll get it no matter what. Even if that means putting up with you." She placed her paddle in the water and began to paddle, following Scootaloo and Sweetie Belle who were already halfway down the river. Billy had to paddle twice as fast to keep up with Applebloom, looking around as he did so. The world actually looked a lot nicer from some of the ones he had seen and he didn't smell any pollution either.

"I like your home. It's a lot nicer than mine," he said, trying to be friendly.

"Ah'm not surprised," she responded, shooting his attempt to be polite straight down. Billy sighed, giving up on trying to make small talk and decided to look around some more. The land was bright and full of life, with pure blue skies and crystal clear water. Also, he felt the underlining energy of some very powerful magic here, something that worried him.

"Hey, do you have any magic users here?" Applebloom turned to face him with a look on her face.

"Of course we have magic user. Every unicorn here can use magic to a degree," she explained, paddling as they went. "Alicorns are the most powerful, followed closely by mages and wizards. Then ya have the everypony unicorn, those who only use magic that their talented at. Everypony knows that."

"So only unicorns can use magic?"

"Eeyup. We've got three types of ponies: Earth, unicorn and pegasi. The pegasi move the clouds, the unicorns use the magic and Earth ponies work the land."

"Wow, seems like the Earth ponies got the short end of the stick, huh?"

"Ah suppose ya could say that," she mumbled.

"Wait, why are you answering my questions if you hate me so much?" Billy asked her in some confusion.

"Because ah have a test on history tomorrow and ah need to practice," she said. Billy knew she was lying, but instead of calling her out on it, he looked ahead to find a fork in the river.

The river had two paths ahead, one that went to the left and one to the right. The river currents here became faster and more dangerous, making it hard to keep the boat straight. While Scootaloo’s group managed to make it to left, where they were supposed to be going, Applebloom and Billy were forced to the right. The river path that they went down led them into a forest that, to Billy, didn't feel right. The trees seemed to be alive and the darkness surrounded them, quickly blocking out the sun.

"I think you made a wrong turn," he said. She huffed at him and started to look around.

"Ah don't know this part of the forest to well. It doesn't look like anyplace ah've been," she muttered to herself. Billy looked over her shoulder and his eyes widened at what he saw.

"Falls," he whispered.

"What?" she asked. Billy pointed over her shoulder and she turned to face a massive waterfall. It was a straight drop down into spikey rocks. Applebloom’s face fell and the two of them started at the drop for a second, both of them trying to take it in.

"AAAAAHHHHHHHH!" They both screamed at the same time, both turning around and paddling like crazy in the opposite direction. It was to no avail, as the water current had them and was pulling them closer to the falls. Billy looked behind the them and noticed something else.

"DUCK!" he yelled. Instead of ducking, Applebloom turned around and went face first into a low hanging branch, the blow practically knocking her out. Without her to help paddle, the boat headed towards the falls even faster. Billy watched with wide eyes as he and Applebloom reached the edge.

"Oh no," was all he could say before the both of them went over the falls. Time slowed down as Billy watched the boat fell straight down the side of the falls. While Billy gripped the side of the boat, Applebloom was still unconscious and fell out of the boat. She had been mean, she had hit him and above all, he didn't like her. But she needed help and Billy Batson always helped those in trouble. And while he didn't want to reveal his powers just yet, it was time for a hero. So as Billy dove out of the boat after her, he smiled to himself.

"SHAZAM!"

KKKKAAAABBBOOOOOOOOOOOOMMMMMM!!!

As soon as the words left his lips, a bolt of magical lightning descended from on high and struck the young child, transforming him. His body grew to that of an adult, power flooded through his veins and most importantly, he was now the hero known as Captain Marvel. Electricity crackled all over his body as a red suit with a golden lighting bolt formed on his chest, complete with a white cae and golden gauntlets. Faster than a human eye could follow, Captain Marvel flew underneath Applebloom and caught her in his arms. While floating there, he watched as the boat that they had been in fell to the rocks below and was completely splintered.

"Ouch, hate to think what would've happened if we were on that," he said in a much deeper voice, chuckling to himself as he flew down to the banks below. He looked down at Applebloom to see if see was alright, worried about her head. She groaned once and opened her eyes half way. For a brief moment, their eyes met. Captain Marvels looked at her in a bit of a panic, not sure what to do. In her eyes, however, she truly believed that she had just been saved by an angel. She reached up with one hoof, touching his face to see if he was real. Before she could ask any questions though, she passed out again.

"That was weird," Captain Marvel said, shaking his head. Marvel touched down on the banks and gently placed Applebloom on the ground, checking her head. Besides a bruise, she would be perfectly okay. He let out a sigh of relief, glad she was safe.

"Hurry up you two! I saw their boat go this way!" Scootaloo’s voice rang throughout the forest. Captain Marvel looked around quickly, making sure that they weren't able to see him yet. While the ponies may accept Billy Batson, he highly doubted that they would be as kind to Captain Marvel. Time to change back.

"SHAZAM!"

After the lightning struck him and changed him back to plain old Billy, he sat down besides Applebloom and tried to shake her awake.

"Applebloom? Hellooooo, you awake yet?" Billy asked, poking her. Her eyes shot opened and she sat up, startling Billy.

"W-what happened? Where am I?" she asked, looking around in confusion.

"You're at the bottom of the waterfall. It's a miracle you survived," Billy explained. She looked to the top of the waterfall confused, then back down to him.

"You said we fell off a waterfall. Yet neither of us are wet and we're both fine," she said in the most dry tone possible. Billy's heart sank. He hadn't thought that far ahead as to explain how the two of them survived such a far drop or why neither of them were wet. Fortunately, he was saved by the arrival of Scootaloo, Spike and Sweetie Belle.

"Billy! Applebloom! Are you two alright?" Sweetie Asked, rushing up to the two. "We saw you both go over the falls and then..."

"Then there was a giant thunderbolt that shattered the landscape! We didn't know what to think!" Scootaloo cut in.

"What was that thunderbolt anyway?" Spike asked, looking at Billy. Billy wasn't sure what to say. How do you explain to anyone that you can call down a magical lightning bolt that changes you from a ten year old kid into a thirty year old god? Before he could even start, Applebloom cut in.

"An angel." All four of them looked at her in disbelief. She slowly got to her hooves and shakily stood up straight

"An angel?" Scootaloo repeated, sure she had heard wrong. "I'm not sure what you're talking about."

"Ah saw an angel! He flew down and saved me from the fall off the waterfall!" When he saw that none of the others seemed to believe her, she got angry. "Ah'm telling ya'll, it was an angel! He was big and powerful! He could fly and had a huge lightning bolt on its chest!" Billy's heart fell again as he realized that she was talking about him. "A white, flowing cape was on its back and it had a white hood!"

Again, when it looked like the others didn't believe her, she turned to Billy. "You saw it, right? You saw the angel save me?"

"Actually, I didn't see an angel," Billy replied. Technically, he wasn't lying. Captain Marvel wasn't an angel so much as a god. Also, Billy didn't see him because he was him, but he didn't feel like explaining that to the others. Applebloom growled in frustration and gave up trying to convince them.

"Well ah don't care what any of ya think. Ah had an angel come down and save me. Ah've got a handsome guardian angel watching over me," she said to herself with some pride, holding her head high. The other ponies rolled their eyes, but Billy shifted uncomfortably, not liking her sudden affection for Captain Marvel.

"Alright, I say that's enough adventuring for today," Scootaloo said, starting to walk off. "If I remember correctly, the way out is this way. Follow me!" She took off, followed closely by Spike and Sweetie Belle. Billy followed after them, but stopped when he didn't hear Applebloom following theme. He turned to find her still staring at the spot where she had seen the angel, blushing slightly.

"Applebloom, you coming?" he asked. She shook her head and looked over.

"Yeah, be right there!" Billy shrugged and took off, leaving Applebloom by herself. She watched him go, realizing to herself that the angel looked similar to Billy. Did that make it a human as well? She knew it wasn't Billy; he was much too small to be him. He had been huge and strong and carried her gently...

She shook her head again, feeling the blood rush to her face. She turned towards where the others had gone and took off, smiling all the while.

{\/}

KKKKKAAAAABBBBBOOOOOOMMMMMMMMM!!

In the farthest most reaches of Equestria, the thunderbolt created by Billy's shout woke ponies, animals and other creatures awake. But deep in the ground, far below the crater that rested above it, a creature that had been lying dormant was suddenly awoken. It could feel a presence, the presence of a most powerful creature, whose might could even rival its own. The creatures programming kicked in and the urge to destroy, to kill became the only thought in its mind. The earth that buried it only annoyed the creature, increasing its lust for blood. So it began to dig, clawing fist after fist into the dirt above it. After what felt like hours, a massive grey hand burst from the ground, freeing the creature from its prison. The rest of its massive body followed, pulling itself out of the ground. Once it completely emerged, it looked around the area, scanning for life. A small town in the distance caught its eyes and with a target to destroy, it began its walk towards the town. The inhibitors that once held it back were no more and the cryo effects had weaken it greatly, to the point where it could barely remain conscious. But its ungodly power had begun to return the moment it had awaken and so had its one desire: to destroy.

Doomsday had arrived.

New Friends and Enemies

The CMC, as Scootaloo had called them, had to head off to school for the latter half of the day, leaving Billy and Spike to find something else to do while they were away. Spike wanted to take Billy on a tour of Ponyville, but Billy pointed out the obvious flaw in that plan as the town would probably panic if they saw him. So Spike figured that Billy would like to see the library, which Billy pointed out again, would require them to run through town and hope that he didn't get caught.

"Then what would you like to do?" Spike eventually asked, having run out of ideas. Since they couldn't go into town, the two decided to head back to the CMC tree house.

"How about we just talk? Not like there's much else we can do," Billy suggested. He sat down in the field and lay down on the ground, placing his hands behind his head and looking up at the sky, watching the clouds pass overhead. Spike shrugged and joined him, lying down as well.

"So, what do you do around here?" Billy asked.

"I work at the local library as an assistant to a very stubborn pony. She constantly bosses me around and occasionally forgets about me," he grumbled, thinking back to yesterday. "We also have a pet owl, who you met yesterday, that helps me keep the place tidy while she's away. And she's ALWAYS away."

"Ouch, that sounds rough," Billy said.

"Yeah, well I'm used to it," he grumbled. "I just hate how Twilight and her friends almost always leave me behind whenever they go somewhere awesome. I wish I could go with them." Billy nodded his head in agreement, feeling what Spike was going through.

"I know how you feel. My 'friends' almost always leave me behind when they go off and do something cool. It's always, 'I'm too young this' or 'it's too dangerous that,'" he said with a sigh. "We're supposed to be friends, so why are they always leaving me behind?"

"I know! I hate it when my so-called friends leave me behind. Sometimes I think it's just because they don't like me and they don't want me around," he grumbled again. "They're supposed to be my friends."

"Don't you have any other friends?" Billy asked.

"Ha, who else would be friends with a dragon like me? All the other ponies are way too busy with their jobs and I barely know anypony else my age." Billy chuckled at anypony, but he knew that Spike was being serious here.

"What about the CMC? Aren't they your friends? They all seem to like you." 'Especially Sweetie Belle,' he thought to himself. Spike laughed again.

"Yeah, they're nice, but I hate it when my real friends just up and leave me," he said with a slight sniffle.

"Well, where are your parents?"

"Don't know. I was born in Canterlot when Twilight hatched me and I've lived with her ever since. I really don't think about my mom and dad too much."

"...Sorry for asking, that must be rough."

"Its fine," Spike said with a shrug, "Not like I knew them anyway. So, that's pretty much me, what about you? What do you do?" How to answer this? Should he just give Spike a brief explanation of his life and where he lives, or should he reveal everything about himself and trust that Spike wouldn't go over the top? Billy figured he'd go half and half.

"I live by myself in a not too friendly part of a town," Billy began, thinking back to his home. "I live on my own in a one room apartment by myself and work for a newspaper company. When I'm not doing that, I mostly help out some of my...friends to help protect others."

"Heh, makes it sound like you're some kind of hero," Spike chuckled. "What about your parents? Don't you have any?" After a moment of silence, Spike glanced over at Billy to see that Billy had sat up and was hugging his knees, eyes lost in thought.

"I'm like you, never really knew my parents. All I know about them is that they died when I was little and I was sent to live with my uncle for a while," Billy said in a sad voice.

"I thought you lived by yourself?"

"I do," Billy whispered, fighting back tears. "My uncle determined that I was a waste of space and kicked me out onto the streets. I spent most of my time there until I managed to get a job as a paper boy. It doesn't pay much and some days are harder to get through than others, but at least it keeps a roof over my head and a meal on my table, right?" Spike had sat up as well at this point as Billy fought back more tears, not sure what to say. Spike had expected this...kid to come from a great life where he was happy and had those who loved him. He would have never expected him to come from poverty and to be alone in the world. But before he could say anything, Billy turned to face him with a smile.

"Alright, enough of this sad talk, let's do something fun. How about we play some tag? You're it," he smiled, getting back to his feet and running off. Spike watched him go, disbelief written on his face. Billy had just told him that he was alone in a world after being thrown out by his own family and forced to live by himself, yet a moment later was smiling and running off to play. How did he remain so positive after so many bad things had happened to him, to keep smiling? Spike shook his head and took off after Billy, remembering a day ago how he thought he had it bad. He tried to tackle Billy, but the kid was much faster than Spike would've thought. Billy laughed as Spike face planted and took off as Spike picked himself up, chasing after his new...friend with a smile.

{\/}

While the two played, in the farthest reaches of Equestria, farther than even the princesses would care to admit existed, a solitary unicorn was making his way across a sea of sand under a star lit sky. He wore a dark cloak that rippled behind him in the wind, shredded in several places as well as stained with blood. He growled as another blast of sand-filled wind swatted him in the face, blinding him. The conditions were extreme, as nopony had ever bothered to try and settle this part of the world. Crops wouldn't grow, water was a desperate pony's wish and the wind tore apart any home that could be built. But the harsh conditions weren't the only reasons ponies refused to settle here.

After another ten minutes of battling the elements, the pony in the cloak finally reached what he was looking for. He raised his cloaked head so he could see the complete structure that stood before him. The ruins before him put the ones in the fairy tales to shame. The ancient structured towered over him, the sheer size of it blocked off the wind and the moon at the same time. The unicorn placed his head inside of the bag under his cloak and a moment later pulled out a book of spells, browned and dusty from years of sitting on a shelf. He placed the book down at his feet, opening to the page he marked, clearing his throat.

"Open, temple of the five, bringers of disaster, pain and strife. Those who dream of war, death and disease, with the power to bring the world to its knees!" The ancient book's lines did the trick and the front of the temple let loose a massive groan, the front part of it sliding down, revealing the way inside. The unicorn picked up his book and slid it back into his bag, warily looking at the entrance. Ancient temples generally had traps and this one would probably be no exception. Gathering his courage, the unicorn began to make his way inside.

The first trap came faster than expected, but it was much more different than the ones he had been expecting. When he had reached the first chamber, he arrived in an open room with five torches in the center and a door in the very back. The torches burned with a blue flame. The moment he took a step into the room, all the torches went out and a screaming filled the room. The cloaked unicorn ducked down as a blast of air filled the room and a dreadful wail began. A moment later, a deep blue mist filled the room, revealing a very interesting apparition in the center of the room.

"Star-Swirl," the unicorn growled, standing back up. The apparition was indeed Star-Swirl the Bearded, one of the greatest unicorn wizards known to pony kind. The old unicorn's eyes blazed with wrath, but a hint of fear also was there as well.

"Leave," was all Star-Swirl said, glaring at the cloaked figure. The unicorn under the cloak chuckled and stepped forward, unafraid of the unicorn or of his powers.

"But then all my efforts would be wasted," he replied in a silky tone. "And I have traveled so far to reach this place. I'm not leaving until I get what I came for." His tone went from silk to a growl at the end of the sentence, with malice flashing in his eyes. Star-Swirl shook his head.

"You do not understand! Behind this door lay six of the most deadly and evil ponies known to pony kind! Hundreds of lives were lost the last time they roamed free, INCLUDING the parents of the princesses. I am begging you to not release them again!" the old wizard pleaded, trying to make the pony see reason, but all that his efforts gained him was a dark and emotionless laugh.

"Destruction of the princesses is just ONE of the reasons that I wish to unleash them! After those two are gone, the Elements of Harmony shall follow! And then I shall rule over all!" The unicorn threw back his head and began to laugh, his laughter so powerful that the very chamber began to shake. Star-Swirl's apparition backed away slightly, fear gripping his heart.

"W-who are you?" he asked. The cloaked figure stopped laughing and looked back to Star-Swirl, malice gleaming in his eyes. He pulled back his hood to reveal a dark face with glowing green eyes, a black mane made of shadows and a broken horn upon his head.

"I am called Sombra. And you would do well to remember it." Sombra let his power flow forth and shot a blast of energy through the stub where his horn use to be. The beam reached Star-Swirl and blasted his apparition into dust. While the spell was a success, without his horn to keep the power in check, the magical back blast completely floored Sombra. He howled in pain as some of the energy he had fired into the apparition flooded through him, racking his body with pain. Within a few seconds though, the pain had subsided and he was able to stand again.

"I must remember to be more careful with those larger spells," he muttered, moving forward through the door. "Destroying myself would be a bad setback." The door opened when he placed his hoof against it and he soon found himself in the innermost chamber, lit by six more blue torches that surrounded the room. As he entered the room, he laid eyes on what he had traveled so far to find. Six statues of ancient ponies, each preserved the same way as they had been when the combined efforts of Star-Swirl and the past Elements of Harmony defeated them all those centuries ago.

"Looks like the old fool was right and this book did belong to Star-Swirl. Now I almost feel bad about trapping him in a jar," he said with a slight chuckle, walking over to one of the statues. It was of a unicorn the size of an alicorn, with a dark robe draped over its shoulders with images of dark and evil creatures etched into it. He looked at the name carved into the statue's pedestal, the name that ponies learned to fear years ago but had forgotten from ages past. The name Erebus, pony of darkness and nightmares.

"You will do nicely," Sombra chuckled, taking a few steps back from the statue. He placed the book on the floor and opened to another page, the page with the incantations to release the sealed ponies. "By the power of darkness and lord of the dark, unleash the power of he who brings terror to hearts. He who controls dreams and brings about distrust, I free you now, EREBUS!" A dark portal opened in the book and a beam of darkness flew from it, enveloping the pony in the dark energy. Under the dark power, stone began to fall away, centuries of imprisonment were being lifted and a dark force began to shake loose the shackles that once held him. The stone started to fall away from the eyes, allowing one of them to open and revealed the dark, emptiness that lay beneath. Sombra watched as the pony began to break free, a smile etched onto his face. Soon Celestia and Luna would fall under his power and all of Equestria, nay, the WORLD would belong to him. Sombra began to laugh, a laugh that echoed throughout the chamber, with only the yells of an evil breaking free of its bonds to join it.

{\/}

"How can you get a NEGATIVE on a test?" Billy asked Scootaloo in disbelief, not sure if she was joking with him or if she actually managed to pull that off. The CMC had a history test in their class today and somehow Scootaloo had gotten negative numbers.

"Well, I didn't know the answer to any of the questions and since SOMEPONY wouldn't let me look at their paper," Scootaloo said loudly, looking over at Applebloom who simply shrugged and smiled, "I was forced to fill in my own answers for the questions. I just can't believe Cheerilee took off points for the fact that I put Rainbow Dash as the pony that saved Equestria. She's done it before, just...not a hundred years ago."

"Ah told you to study, but you wanted to spend the rest of the day trying to find out where Rainbow Dash likes to train," Applebloom muttered, rolling her eyes at her friend’s obsession.

Yeah, even I managed to get a 'C' on the test. And that was after I was forced to pick up my sister's shop," Sweetie Belle groaned, hating how messy Rarity's shop got whenever she had an 'idea'. "She's left yesterday and it still took me a full half day to clean up the mess she made before then. I'll probably get my cutie mark before she ever gets organized."

Billy smiled to himself as he watched the three discuss their day and the problems they faced. While he wouldn't trade the life of a hero for anything in the world, that line of work didn't often bring him into contact with others his age. And when it did, they were mostly sidekicks to other heroes that only focused on their work while in costume. For him, it was nice to be able to talk to someone else and not have to discuss saving the world or battling evil monsters, to simply be a kid. Scootaloo was a bit of a dare devil that nearly got him killed earlier, but she had a good heart. Sweetie Belle was kind and caring, but often went along with the group instead of thinking for herself. And Applebloom was actually talking to him without trying to maim him, which was always a plus. That just left...

"Hey, does anyone know where Spike went?" he asked the three, curious as to where the little dragon had run off to a little earlier.

"He probably went to greet Twilight and the others. They returned from Canterlot today and he was all excited to see them back," Scootaloo explained. Billy nodded, thinking back to what Spike had told him earlier about Twilight and the others. Twilight was his friend who ran the library (or forced him to run it, depended on how he was feeling) and was also a princess, as well as an Element of Harmony. Applejack was Applebloom's sister and ran Sweet Apple Acres, a farm where they grew apples. She was the Element of Honesty and lived up to that roll in her personality, although if she was anything like Applebloom, Billy was a bit afraid of meeting her. Rarity seemed like the total opposite of Sweetie Belle, uptight, sophisticated and overall seemed more concerned with her work than with her sister. But the Sweetie said the two had a good relationship, which is more than Billy could say about his family.

Scootaloo had explained to Billy who Rainbow Dash was and by explained, she had talked his ear off about her idol. Rainbow Dash, according to the toned down version Sweetie gave him, was the fastest flyer in Equestria and was the Element of Loyalty. She was a bit brash and arrogant, but like a lot of the ponies had a caring heart. Pinkie was the fun loving one who to Billy seemed to be the pony that would most likely accept him without question. The last was Fluttershy, the kindest and most caring of the ponies, who would never hurt a fly. Billy actually looked forward to meeting her.

"...So I expect them to be back soon," Scootaloo finished, not realizing that Billy had drifted off during her talk. "Besides, I can't wait to introduce you to Rainbow Dash! I know she'll just love you!"

"Yeah, my sister will probably like to meet you too. I mean, she'll probably hate your outfit and maybe that you smell a bit, but other than that she'll love you!" Sweetie assured him, though Billy wasn't too sure. Others who tried to make him into something he wasn't were often disappointed, as many would-be parents had found out when debating on adopting him. Those were some memories that he didn't want to surface again.

"Ah guess ah'll have to show ya to mah sister eventually," Applebloom sighed, rolling her eyes. "Heaven knows that she'll want an explanation." Billy chuckled again, starting to get used to Applebloom's way of dissing him.

"Yeah, I sent a letter to Rainbow about you yesterday. I didn't say much, didn't have much time, but I told her that you came from a different planet and that you were way bigger than us," Scootaloo said with a smile. Billy wondered about that, hoping that she had explained more than that. From a different planet and bigger than us usually ended up with Superman battling an alien in the center of the city. He shook his head, figuring that there was nothing to worry about, when he looked off into the distance at something that caught his eye. It looked to be a sort of rainbow trail heading straight for Ponyville. When he pointed this out to the others, Scootaloo shrieked and started jumping around.

"It's Rainbow Dash, It's Rainbow Dash! Quick, hold me up so I can see!" she demanded, practically tossing herself into Billy's arms. He lifted her over his head (no mean feat, she was pretty heavy) and watched as the rainbow trail got closer and closer.

"It is her and she's heading right for us! I wonder what she wants to see us for or why she's here or-" What Scootaloo was going to say next was never heard, as the last thing Billy saw before being knocked out cold was the look of a very angry pony, a blue hoof heading right for his face and a rainbow bolt mark on her flank.

CRACK!

{\/}

For the second time in a little under a day, Billy awoke with a pounding headache and no idea where he was. He seemed to be in a bed, looking at a wooden ceiling. The last thing he remembered was he was in the field with the CMC, the rainbow bolt heading towards him, and then...pain. His head had been re-bandaged and he had a damp towel on his head, meaning that someone had taken care of him, but who? He groaned and tried to sit up, but a yellow hoof was placed on his chest and pushed him back down.

"You should really rest. You took quite the bump to the head." Billy groaned and looked over to the owner of the hoof, not sure whether to believe his eyes or not. A yellow pegasus with a pink mane was standing over him, gently holding him down. "I cleaned and dressed your wound, including your previous one. Are you alright?"

"Yeah, thanks Fluttershy," Billy said gratefully.

"How do you know my name?" she asked him in more of a curious tone than a frightful one.

"You fit the description. Kind, caring and helping others even if you don't know them," Billy said with a shrug, trying to sit up again. "I'm Billy by the way, Billy Batson," he said with a smile, holding out his hand. Fluttershy smiled and shook his hand with her hoof, watching his hand curiously.

"Forgive me for staring, I've just never seen a human before."

"How'd you know I was human?"

"Oh, Scootaloo and her friends have been explaining you to the others. I'm sorry about what Rainbow Dash did to you, that wasn't very nice." Listening closely, Billy could hear more voices coming from downstairs, some shouting, some talking in a calm manner; one seemingly bouncing around.

"Don't worry about it, I'm fine for the most part," Billy said, waving it off. "I'd like to meet the others though. Can you help me?" Fluttershy rushed over to his side and helped support him as he stood up shakily, the two head injuries not doing his balance any good. She helped him down the stairs into the main room, which was the center of the library that Spike had told him about. In the center of the library stood at least eight ponies, each of them talking with another. Billy recognized the CMC, and the other ones were ponies that he had been told about. There was the Alicorn Twilight, Applebloom's sister, Sweetie's sister, Pinkie and the one that smacked him on the head, Rainbow Dash. All talking stopped as he slowly walked down the stairs, supported by Fluttershy. All eyes were on him, some unsure of what to make of him, others happy to meet someone new. When he reached the bottom of the steps, Twilight floated a chair over to him.

"You should probably sit down. You took a hard shot to the head," she said with a nervous chuckle, placing the chair behind him. He sat down with a sigh, taking the ice pack that Twilight offered him as well and holding it to his head. Rainbow Dash nervously stepped forward.

"Um, sorry about flying in and...punching you in the face," she said with a sheepish grin. "I just read Scoots letter, which made me nervous. And when I saw you holding her over your head, well..."

"You assumed I was a monster and went in guns blazing," Billy finished for her. "Don't worry, it's not the first time that's happened and it probably won't be the last. So I can see on your faces that you have some questions for me, so let's get them started." Twilight was, naturally, the first to ask.

"Well, Scootaloo told us that you are a human, so I can't ask that...so I guess I'll go with why are you here?" Once again Billy found himself unsure of how to proceed. If he told them that he was here to capture a super criminal, they'd probably laugh at him or lock him away, maybe both. He'd have to tell them only a bit of the truth for now.

"I'm here looking for someone, who got lost here when they were supposed to go someplace else," he said with a thin smile, hoping they'd believe him. Their faces showed that they did not, not that he could blame them, the story did sound pretty lame. "Okay, I'm not sure where he is, but I know he's in this land."

"Sorry if it doesn't seem like we believe you, but the story just sounds odd," Twilight said with a small grin. "But I doubt you have any reason to lie to us, so I'll just let somepony else ask a question." Twilight stepped back and allowed Rarity to step forward as she eyed him in an odd manner.

"You look...odd." After what Sweetie Belle had told him, he had been fairly certain that would be the first words out of her mouth. "I mean, WHAT are you wearing?"

"It's called clothing, something that I've seen very little around here," Billy responded with a bit of a smirk. Rarity rolled her eyes.

"I know what clothes are, I design them. What I meant was WHY are you wearing that...monstrosity?"

"Um, a t-shirt and a pair of jeans," he responded, not sure what else to say. Rarity wanted to examine the clothing further, but Pinkie tossed her aside and started to bombard him with questions.

"Doyoulikepartiesandwhat'syourfavoritecolorandiscakeafoodyouwouldeatand-" Billy had literally fallen out of his chair under the sheer volumes of questions. While he picked himself up, Pinkie slowed down and started asking her questions slowly.

"Do you like parties," she said slowly, trying to contain her joy. When Billy nodded, she continued. "How about cake? Pie? Cupcakes?!" With each question Billy answered yes to, Pinkie got more and more excited, until she finally went...

"Come on, I want to show my new friend all of Ponyville!" she screamed, grabbing his arm and flying out the door with a very confused Billy in tow. The others watched them go in shock for a minute, before chasing after them, chuckling to themselves at Pinkie's antics.

Hush Now, Quiet Now

This experience was something new and totally terrifying for Billy as Pinkie flew through the streets with the poor kid in tow. Fighting creatures of evil, machines bent on world domination and other super powered villains never terrified Billy, but being dragged through a town by crazy pink pony while the rest of the town stared at him was just terrifying. He was half ready to call down the power of SHAZAM when Pinkie came to a stop in front of a building that looked like a giant gingerbread house.

"We're here," pinkie said with a smile, bouncing up and down while Billy shakily got to his feet, trying to lower his heart rate. Pinkie flung open the door to the gingerbread house and pushed Billy inside, despite his protests. The moment he saw what was inside the house though, all desire to resist melted away as he laid eyes on the majesty that was the Sugarcube Corners sweets. Stacks of cupcakes lined with frosting decorated the front display case, mountains of brownies and chocolate cookies towered over the counter and the most angelic of cakes rested on the side of the room, sitting in a beam of light as if the heavens themselves deemed it perfect. Billy, ignoring the looks that the other patrons were giving him, walked right up to the display case and gazed longingly at the treasures inside.

"Have I died and gone to heaven?" he whispered.

"Well, I don't know if you died, but I would definitely say you're in heaven. Welcome to Sugarcube Corners!" Pinkie said with a huge smile, ringing the bell on the counter a few hundred times. A blue pony with a mane that looked like frosting came out from the back room. She came skidding to a stop at the counter, balancing two babies on her back.

"Sorry about that, I was-" Her sentence died in her mouth as she saw the creature that was pressing its face up against the glass of the display case. "Um, friend of yours, Pinkie?"

"Yup, his name's Billy and I think he likes sweets almost as much as I do," she said with a smile, watching as Billy moved on from the cupcakes to the mounds of chocolate. "Get him whatever he wants. It's on me." She called Billy over and showed him the menu, his eyes growing to the size of dinner plates when she said he could get whatever he wanted. Both Pinkie and Mrs. Cake's jaws dropped when he ordered nearly everything on the menu, scooping up the pile of sweets into his arms and sitting himself down at the nearest table, ignoring more stares from the other patrons.

"Wow, you must really like sweets," Pinkie commented to herself as she sat down next to Billy, after paying for the food. Billy nodded, so stuffed with sweets that he couldn't answer. Pinkie watched as he continued to stuff his face, smiling at the smile he had. "Pretty good, huh? Bet you don't have stuff like this back where you're from?"

"Nope, well yes, but there nowhere near as good as the stuff here!" He grabbed another handful and stuffed his cheeks again, the result causing Pinkie to laugh.

"Can I help?" she asked. Billy nodded and the two proceeded to finish off the sweets just as Twilight walked in through the door, huffing tiredly.

"There you two are. I've been looking all over Ponyville for you," she said.

"Oh, hi Twilight! Billy and I were just enjoying some of the best sweets yet!" Pinkie said with a smile, pointing at the smiling Billy, who was resting in his chair. "I'm surprised he could eat so much seeing how little he is."

"Yeah, Pinkie can you come here for a minute?" Twilight asked, motioning for Pinkie to join her at another table. When Pinkie had hopped over and sat down, Twilight began to voice her concerns. "Look, I know you love making new friends and all, but we don't know that much about Billy. Like, where did he come from or why is he here?"

"Silly Twilight, the CMC told us he came from Earth and he said he's here to pick up a friend," Pinkie replied happily, rolling her eyes. "As a princess, you really need to learn to listen more."

"That's not the point. How do we know he's telling the truth? Sure, he looks and acts like a foal, but maybe that's all it is; an act. I'd like to keep him in the library until we know more about him," Twilight whispered, trying to get her friend to see reason. But she forgot that she was talking to Pinkie.

"Why would we do that? He's our friend and I wanted to show him the rest of Ponyville," Pinkie asked in confusion, not sure if she understood Twilight's question.

"I'd just like to keep an eye on him."

Pinkie placed her hoof under her chin and began to think, trying to think of something that would benefit them both. "I know! How about you show Billy around! That way you can keep an eye on him while he gets a tour. It's perfect!" Twilight considered this for a moment. Pinkie's idea actually was a pretty brilliant idea. It would allow Twilight to learn more about Billy and show him the town. Would Billy agree to it though? 'Worth a shot...' she thought.

"Thanks Pinkie, your idea is brilliant," Twilight said with a smile. She stood up and walked over to the still motionless Billy, sound asleep in his chair. "Um, Billy, would you mind if I asked a favor?" Billy opened his eyes and looked curiously at Twilight, before nodding his head and motioning her to go on. "I was wondering if you would mind if I showed you around Ponyville instead of Pinkie?"

"Will you drag me around at Mach two?" he asked.

"No."

"Then I am perfectly fine with you showing me around," Billy said with a smile, jumping out of his chair. "So where we going first?"

"How about Sweet Apple Acres? Applejack asked if you would like to see their farm," Twilight suggested.

"Sure, sounds fine," Billy agreed. "Um, Applebloom isn't there, is she?"

"Yes, why?"

"She scares me a bit." Twilight chuckled as the two made their way to the farm. Twilight continued to question Billy relentlessly, to which Billy continued to avoid answering the questions directly, which annoyed Twilight. He was trying to hide something, she could tell, but she wasn't sure what. He answered her questions well enough, but she couldn't get the full answer out. As the two got closer to Applejack's farm, Billy started answering questions less and less, focusing more on the apple trees and the barn off in the distance.

"This is incredible," Billy whispered, gazing at everything in awe. "I've never seen an apple farm this big before."

"Judging by the look on your face, I take it you've never seen a farm before," Twilight asked with a smile. Billy shrugged and ran ahead a bit, wanting to see the farm as soon as he could. Twilight shook her head slightly and chased after him, smiling at his childlike wonder. He hid a number of secrets, but from what the CMC had told her, he was nice enough. Maybe after enough time he would tell them everything.

"GAH!" Billy's scream immediately put Twilight into worry mode, and she raced to the barn to see what was the matter, hearing barking mixed in with the screaming. She arrived at Applejack's barn just in time to watch Billy race by with a very angry dog on his tail. Winnoa was the herder and watchdog of the Apple family and she was very good at her job.

"AAAHHHH!! Good dog good dog good dog!" he cried as he ran, trying desperately to shake the growling dog. Winnoa was determined to protect her owners' land and she raced after Billy with fierce determination in her eyes, mere inches behind his heels. Twilight watched the scene unfold with an amazed expression before she spent the next few minutes laughing as the chase continued, ending when Billy climbed up one of the apple trees to escape Winnoa's fury.

"When you're done laughing, I could really use some help!" Billy yelled down at her, flinching when Winnoa almost grabbed his pant leg. Twilight, still chuckling, walked over to Winnoa and placed a hoof on her head. Winnoa's attitude went from angry watchdog to happy puppy in a moment. She recognized Twilight as a friend, and after one last growl at Billy, walked over to her and sat down at her side, tail wagging happily.

"It's okay, she won't try to hurt you as long as you're with me," Twilight said with a chuckle, watching as Billy climbed back down the tree, eyeing Winnoa carefully. He landed on the ground and brushed his pants off, letting out a sigh of relief.

"Thanks, never been much of a dog person," he grumbled, glaring at Winnoa, who returned the glare with an added growl. Twilight stepped between the two.

"As much as I would love to watch this continue, I think it's time you met the Apples," Twilight said, pointing him towards the house next to the barn. Billy inhaled deeply and dusted off the rest of his clothing, walking up to the door and knocking on it. There was the sound of movement from inside and a moment later, Applejack answered the door.

"Well howdy! Welcome to Sweet Apple Acres Billy, so glad you could come. Now that yer here, let me show ya around some," she said with a smile, wrapping a hoof around Billy's shoulder and pointing him towards the apple trees. Twilight rolled her eyes as she watched them go, Billy once again was sucked off into another one of her friend's worlds. Twilight followed from a little ways off as Applejack talked about what the apple farm was like and how she and her brother for the most part kept it running, even mentioning the beavers that she hated so much.

"So let me introduce ya to the rest of the family," Applejack told Billy, steering him back towards the house. She threw open the front door and half-dragged Billy into the home. He wasn't too sure he wanted to face Applebloom on her home turf. Once inside, he came face to face with Applebloom, a big red stallion and an old green mare who eyed him in a funny way.

"Consarn it Applejack, what'd ya bring home this time?" she asked in a bit of a rage.

"Aw calm down granny, this here is a friend of Applebloom."

"I have never seen him before in mah life," Applebloom said in a flat tone, not making eye contact.

"Applebloom, it's bad to lie. You were the one telling us about him back at the library. Don't try lying, ah was there." Applebloom growled and left the table they were sitting at and started to walk upstairs, mumbling something about how Billy always seemed to ruin things. The others were just about to continue talking when Applebloom fell over with a thud.

"Applebloom!" Applejack cried out and started to rush over to her sister, when she too collapsed on the floor. Big Mac and Granny Smith followed as well, passing out like the other two. Billy raced over to their sides, trying to wake them up. When that had failed, he raced outside to find Twilight, hoping she would know what had happened. But just like the rest of the Apples, he found Twilight passed out on the ground, mumbling incoherently to herself. As if that wasn't bad enough, the sky was an ominous black, with little dark balls of energy floating around.

"I don't know what's going on, but I need to find somebody awake and quick." Billy, after making sure the ponies were comfortable, raced back to Ponyville as fast as his legs could carry him. The sight in the town was no better than at the farm. Ponies everywhere were passed out on the ground, mumbling to themselves and faces contorted in pain. The ponies of the town had passed out in the exact same spot that they had been awake only minutes ago.

"What...or who could possibly do this?" he muttered, moving more of the ponies that had fallen asleep in dangerous situations out of the way. And then he saw something that scared him, even with his great hidden power. The pony walking down the street was massive, much bigger than him and a weird dark energy was coming from its maw, blanketing the town in the dark spheres. Billy took cover behind a carrot stand and watched the creature walk down the street.

"So that's who putting everyone to sleep," Billy muttered to himself, watching as it stopped over a mare and looked down at her, eyes beginning to glow. The mare's face contorted with even more pain and shadows began to emerge from her head. The pony opened its mouth and inhaled the shadows, growing a little larger in size. And if Billy thought that its form was creepy, he shivered when he heard it speak.

"So, you fear spiders, do you?" it said in a whisper that sounded like death, "Too bad you will have to spend the next thousands years in mortal fear. Sweet Dreams," it said with a chuckle, walking away from the whimpering pony. Billy's eyes narrowed at the act of cruelty, his conscious telling him to go and crush the pony, but his training held him back. He knew practically nothing about this pony and charging in there head first would end up getting him and others hurt. He'd have to find out more about this pony, so the library would be his next stop. Checking to make sure that the pony was no longer around, he snuck through the city on his way to the library. No pony had been spared from the dark pony's wrath, as even all of the Elements of Harmony had fallen under the spell. Pinkie was actually passed out in the street with a smile still on her face.

"At least someone's sleeping well," he muttered, reaching the library's front door. He opened it quietly and slipped inside, looking at all the books on the walls. There were literally hundreds of them and for some reason; none of them were where they were supposed to be. He desperately went through a bunch of books on legends and myths, but couldn't find anything.

"Dang it, I'm not getting anywhere like this!" he growled, tossing one of the books across the room.

"Hoo?!" Billy looked over to where the hoot had come from, and a very annoyed Owlicious glared at him from his perch.

"Sorry, didn't mean to wake you," Billy muttered. "Wait a minute, you're awake? The spell or whatever didn't affect you!" he said with a smile, running up to a very confused Owlicious. "Does that mean that the spell only affected the ponies? That would explain why I wasn't affected, but that would also mean...Spike!" By Billy's logic, if the spell had only put ponies to sleep, then Spike should still be awake as well. He bolted upstairs and threw open the door, looking around for the dragon. He found him asleep in his bed, snoring away.

"Great, did the spell really affect you to? Spike, wake up!" he yelled, shaking the dragon. Spike's eyes shot open and he started looking around the room in confusion.

"What's going on!?" he asked. "Billy? What are you doing here?"

"Not important right now. Do you have any books on legendary ponies that can cause sleep and nightmares?" Billy said quickly, dragging Spike down the stairs. "All the books here are out of place and I can't find anything."

"That's because you haven't lived with Twilight for a year and learned how she organizes things," Spike said with a smirk, walking over to the food and kitchen section. He looked over at the number of titles and stories, before pulling out a dusty old book with a picture of four ponies on the front, with death and destruction behind them. "The terrors of the ponies of the...well, I can't read that word, but this will be the book you're looking for."

Spike handed him the book and the two rushed over to Twilight's dinner table, where they sat down and opened the old book. They flipped through the pages, looking through all the creatures and monsters of ponies past. The Cyclops, the gorgon, colossi; none of whom were the creature that they were looking for.

"What does it look like?" Spike asked after a few minutes of searching.

"It's massive, wears a black cloak, has dark eyes and a menacing voice. That and it can also create nightmares and eat ponies' dreams." Spike started flipping through the pages until he finally reached a page of the pony that fit the description.

"Erebus," Spike began, reading the page in fear. "A pony of the greatest evil. It tried at to conquer the world on multiple occasions. Defeated over a century ago by the combined efforts of Star-Swirl the Bearded and the two princesses, a battle that covered nearly all of Equestria in darkness. The magic wore off once he was sealed away in stone, to be imprisoned for a thousand years. His full powers allow him to cover the land in a darkness that will put anypony to sleep and can cause the most terrible of nightmares. He can also eat these nightmares and gain power based on how strong they are. The only known way to stop him is...the Elements of Harmony," Spike finished in a whisper. Billy smiled at Spike and jumped out of his seat.

"Okay, now that we know what we're up against, we can go bring him down," Billy said with a smile, slamming his fist into his palm. Spike looked as if Billy had just told him to take all the books off the shelves and de-organize them in front of Twilight.

"Are you crazy?! We don't stand a chance against that thing! Didn't you read it? Only the Elements of Harmony can stop him! That's what Star-Swirl wrote," Spike argued, pushing the book into Billy's face.

"Come on Spike, we can take him," Billy tried to assure him, pushing the book away. "You said that you faced a tyrant once in the...Crystal Kingdom? What difference is this guy?"

"The difference is that I had my friends backing me and I wasn't alone," Spike growled.

"Spike, I'm hurt. You wouldn't be going in without your friends. You've got me," Billy said, pointing to himself with a smile. Spike's eyes widened when he realized that Billy was right, he was his friend. And while he was terrified of this Erebus, he always tried to believe in his friends and that would mean he'd have to believe in Billy.

"Alright, so what's the plan?" Spike asked. "Wake the Elements? Get in contact with the princesses? Call for help?"

"None of the above. Every single one of the ponies in all of Equestria is asleep. So it'll be up to us," Billy explained, walking to the door. "The plan is simple: get me in front of Erebus." Spike's jaw hit the floor. Billy wanted to tackle this demon on his own, without any help or backup?

"Billy, are you sure-?" Billy turned around and looked at Spike with a smile.

"Spike, do you see me as a friend?" Spike wasn't sure why he was asking this, but the look on his face seemed serious.

"Y-yes."

"Do you enjoy having fun with your other friends?"

"Yes."

"Do you want this Erebus guy to take over your world?"

"No."

"Then trust me and come with me," Billy said with another smile, flinging open the door and racing outside, with the little dragon close at his heels. The two ran through the streets of sleeping ponies, looking for the pony named Erebus. They found him standing over a grey pegasus, drinking in the shadows of her nightmares.

"Hey, EREBUS!" Billy roared, gaining Erebus's attention. The dark pony ceased draining the nightmare and turned to face the two, nearly twice as big as the last time Billy had seen him. Spike was really beginning to doubt his decision, but Billy stood strong, facing down the creature without fear.

"I'm only going to ask once, return the world back to normal and hand yourself in or else this is going to get messy," Billy said loudly, staring down the pony. The pony looked shocked to say the least, not quite sure what to say to this...thing that called him out and stared him down.

"I must admit, I am not used to one of your...stature...trying to intimidate me," Erebus said with a slight chuckle, walking casually over to Billy, who stood his ground while Spike cowered behind him. "You know my name, but I do not believe you have given me yours."

"Name's Billy. Now are you going to give up or...?” Billy began as Erebus walked straight up to him, looking at him in interest.

"Forgive me if it seems like I'm being rude, but I've never seen something like you before," he said with some interest. "I always try to learn a little about my adversaries before I...dispose of them." Erebus slammed his hoof into the ground, shaking the entire town and knocking Billy as well as Spike off of their feet. His hoof created a crater in the ground, where a dark hoof reached up through the crater. A shadow in the shape of the pony dragged itself out of the ground and started to advance towards Billy, death glaring in its eyes. Billy smirked at the single pony that was barely as tall as him, until more and more ponies began to pull themselves out of the ground, each of them beginning to advance towards Billy and Spike.

"Um, Billy, was this part of the plan?" Spike asked nervously, beginning to back away. But before either of them could move a few feet, the dark ponies let out a shriek and charged the two, barely giving Billy enough time to toss Spike out of the way before he was completely buried under a mass of darkness. Spike could only watch in terror as the ponies circled around Billy, crushing him under their sheer mass of bodies. But amidst the swirl of darkness and destruction, a solitary source of light appeared for all those trapped in the darkness. And to this very day, Spike would always remember the first time he heard the word...

"SHAZAM!"

Call Down the Thunder

Spike had seen a lot of interesting and weird things in his short time, ranging from a bunch of parasprites attacking the town to a full on battle for Canterlot between Celestia and Chrysalis. But what happened when Billy called out that weird of his startled not only Spike but also Erebus. A blast of magical lightning descended from the sky straight onto the pile of dark ponies, blasting them straight back into the oblivion that they came from. The impact of the lightning bolt not only vaporized the dark ponies, but also created a cloud of smoke that hung over where Billy was supposed to be. Both of their eyes were on the smoking crater as a creature much taller than Billy stood up, electricity crackling all over its body. It took a step forward out of the smoke revealing itself to the pair.

"No way," Spike whispered to himself as he took in the full image of the 'creature'. "Billy...you're the angel?" Sure enough, there was the lightning bolt on its chest; there was the white cape and the red outfit. But most of all, it literally radiated power. The creature, a.k.a Captain Marvel, turned towards his friend and gave him a thumbs up, before turning back to Erebus with a stern look on his face.

"I tried to be nice, tried to give you the easy way out. But no, you wanted to be stubborn, you wanted to fight," Captain Marvel said, shaking his head in disappointment. "So now we do it your way. Now...we fight." Captain Marvel slammed one foot into the ground and used the impact to hurl himself at Erebus, shattering the ground from the sheer velocity and power. Erebus barely had enough time to slip into the shadows as Captain Marvel blasted through the darkness where he had previously been standing, coming to a stop when he realized that he had missed.

"Come on out Erebus! You can't hide from me forever!" Marvel yelled out, looking around for his foe. Erebus materialized on top of one of the buildings, trying to collect his thoughts.

"What is he? Nopony can move with that kind of speed. And how did he survive my shadow dancers or the lightning bolt for that matter?" Erebus said aloud, not sure what to do. "Argh, Sombra said that this would be an easy job, put the ponies to sleep then destroy the Elements of Harmony. He never mentioned that there'd be a power house like this. I'd better test him." Erebus jumped down from off his perch right in front of Captain Marvel, holding up a hoof when Marvel went to attack.

"Now now, let's not be so hasty, I just wanted to ask you something," Erebus began, watching closely incase Marvel tried anything. "I am the only one who can return the ponies to normal, so maybe we can strike some kind of deal."

"What kind of deal," Marvel asked, slightly lowering his arms.

"The deal where I win...and you die!" he roared, throwing open his cloak and letting loose the most terrible of pony nightmares. Giant spiders, multiheaded snakes, a bee the size of a small house; all these and more were unleashed from Erebus.

"Didn't I tell you?" He began with a smile, watching as the creatures began to circle Captain Marvel, "that I can also bring the nightmares of my victims to life if I so choose. Defeating you will be a simple task for my pets." To his and Spike's surprise, Captain Marvel laughed out loud at what Erebus said.

"Ha, if you think these pets of yours are a match for me, then you must be dreaming...that sounded so much cooler in my head," Marvel muttered to himself right as the massive bee lunged towards him. His eyes that could see things at light speed watched as the massive stinger came towards him, his brain that could calculate the most advanced problems determining the time until impact. He waited until the last second before he moved to the side and grabbed the massive stinger, using power that would make even Hercules gasp to toss the bee across the town.

"Well then," Captain Marvel said with a smile as the creature came crashing down behind him. "Anything else that you want to throw at me?" The bee got back up and let loose an angry buzz, flying back at Captain Marvel while the rest of the nightmares began to attack. Marvel grabbed the bee again and swung it into the others, the force of the impact blasted the nightmares into shadows.

"Okay, I meant anything else that wasn't weak and pathetic," he taunted, waiting for Erebus to make a move.

"Most impressive, I did not know that a creature could be so strong," Erebus said, clapping his hooves in mock admiration. "You show great promise for one so young. Unfortunately, you will not live long enough to make that promise become a reality." Erebus was now bringing out some of the more dangerous creature. A five head hydra with glowing red eyes and acid dripping from its maw was the first to emerge from the shadows.

"Is this a match for you?" Erebus mocked in return, pointing to the hydra. "What's that, it's not? Then how about we add a little more!" He shot a beam of darkness into the ground, where a massive stone hand reached out and pulled a massive stone colossi pulled itself out of the ground. It swung its massive club and started to advance towards Captain Marvel along with the hydra, both glaring at him with rage. Captain Marvel took to the skies as the stone club came down on where he had been just a second ago, dodging the attack and trying to get behind it. He watched as the behemoth turned to face him, nearly stepping on a sleeping pony in the process.

'That's not good; there are too many civilians for me to fight at my full power. I'm going to have to be careful about how I do this.' Captain Marvel dodged another swing of the colossi's club and some of the hydra's acid, trying to lead them out of the town and keep the ponies safe. The hydra almost stepped on a small filly, forcing Captain Marvel to fly underneath and grab the hydra's foot and keep it from crushing the child. Using his incredible strength and will, Captain Marvel pushed up on the foot and lifted the creature far over the town where he began to spin, building up more and more energy with each rotation. He released the hydra's foot and watched as it sailed off into a field.

"Billy, HELP!" Captain Marvel looked down to find that Erebus had grabbed Spike and was sucking the nightmares from his mind, hurting the little dragon at the same time. Marvel charged at Erebus, but was caught in the face by the colossi's club, knocking him clear out of Ponyville. After tumbling for few seconds, he managed to regain his balance and flew back to Ponyville, trying to get back to his friend. The colossi got in his way again, making it Captain Marvel’s biggest concern and he prepared for a fight. The monster swung its club towards him again, but Marvel didn't even try to dodge. He reached up with both hands and caught the club, the force of the impact driving him down to the ground and shattering the ground where he landed. Erebus had finished drinking in Spike's nightmares and had tossed him aside, watching as Captain Marvel struggled to keep the club from crushing the town.

"I must say that it is impressive that you can even lift this," Erebus remarked, ignoring the glares Captain Marvel flashed at him and walked over at the colossi. "While he's occupied, crush some of the houses. The more despair and destruction means more nightmares." The colossi nodded and lifted its other arm, poised to bring it down on one of the houses. Captain Marvel only had a few seconds to react before someone got hurt, so in order to defeat this creature, he needed to call down the thunder.

"SHAZAM!"

The magic written into that word called down a bolt of lightning so fierce that it sliced through the dark clouds that covered the town, destroying a small portion of Erebus's magic. The lightning headed for where Captain Marvel had been standing only a moment ago, which was right under the colossi. The creature was blasted into ash as the magic lightning coursed through it, its howls of pain echoing across the land. Spike slowly got back to his feet just in time to watch the colossi vanish in a bolt of lightning. Captain Marvel stood up and turned to face Erebus, who looked at Marvel in shock.

"Lightning of Zeus," Marvel said him with a smile. "So, got anything else?"

"Actually, yes. For you see, when I was eating the nightmares of your friend over there, I found that he had a particular interesting fear. One that I believe not even you can beat." Summoning all the power that he held within his body, Erebus shot a bolt of darkness into the sky. The clouds began to swirl as the dark energy summoned the most evil and powerful of nightmares: a giant, angry Twilight. The Twilight towered over the town, twice as tall as any of the buildings, Made entirely of shadows, she was quite a terrifying sight.

"She's your worst fear?" Marvel yelled at Spike in disbelief. "Dude, that's pretty pathetic."

"You haven't seen her when she's mad!" Spike yelled back, afraid to even look at the behemoth. The dark Twilight let loose an earth shattering roar, forcing both Spike and Captain Marvel to cover their ears. She rose up one massive hoof and brought it down on top of the Captain. He flew out of the way (after making sure there were no ponies in danger) and delivered a massive right hook to Twilight's jaw. The behemoth staggered and took a few steps back, crushing a few buildings. She let loose another roar and started to charge magic into her horn, the power she was charging shook the ground. Twilight took careful aim at Captain Marvel and prepared to fire.

"Oh no you don't!" Marvel cried, flying right up to Twilight's face and punched her in the jaw, re-aiming her head straight up just as she fired. A blast of purple energy launched into the sky, piercing the clouds and creating a massive purple hued explosion. Marvel the flew up underneath of the dark alicorn and delivered a bone-breaking punch to the abdomen, nearly knocking her over. He followed up with a spinning kick to the head, catching the alicorn before she could hit the ground and crush any ponies.

'Alright, I can't go all out as long as I have to protect the ponies while having to fight,' he thought to himself. Noticing that the giant Twilight had wings, an idea came to him. He flew up to her and punched her in the face again. "Catch me if you can!" he taunted with a laugh, launching himself above Ponyville. Just as he had predicted, the giant opened her wings and with two massive wing beats, took off after him. He kept climbing until he was well within the clouds, waiting there patently with his arms crossed until the dark Twilight showed her head.

"So, you finally showed up. It's not nice to keep someone waiting," he said with a smile. Twilight responded with a barrage of magical blasts, all fired with the intent to destroy. Marvel smiled and flew towards the oncoming blasts, cracking his knuckles and starting to punch the blasts out of the air with his fists. The magical energies barely bothered him as he was protected against some of the strongest magic’s know to any race. Captain Marvel flew straight into Twilight's gut, knocking the wind out of the dark horse. He flew behind her and grabbed onto her tail, swinging her over his head a few times before tossing her even higher. With a burst of speed, he flew right above her with both fists clenched over his head.

"This is your captain speaking," he began, watching as she got closer and closer. "I'd like to thank you for flying air MARVEL!" He swung both fists into the dark Twilight, launching her straight at the fields outside of Ponyville. She burst through the cloud cover and slammed into the ground with incredible speed, shaking the entirety of Equestria. Twilight twitched once and then dissolved back into shadows, leaving only a smoking crater where she once lay.

"We hope to see you again," Marvel said with a chuckle, turning towards Ponyville and soaring off to the town. He flew through the clouds and landed in front of Erebus, who was still dumbstruck at what he had just seen.

"I assume you're all out of nightmares?" Captain Marvel asked.

"I'm not finished yet!" Erebus snarled, a number of shadow claws forming over his body and he took up a fighting stance.

"You villains just never learn, do you?" Marvel asked with a sigh, cracking his knuckles. "You can't beat me; your strongest creatures barely got me to break a sweat. What do you assume that you can do to me?" Marvel really shouldn't have asked that question.

"Oh, I may not be able to fight you head on. But I might be able to win with a little...help," he said in a wicked tone, hitting his hoof on the ground. A greyish pulse was sent out from the impact, sweeping over the ponies of the town. Marvel watched as their eyes began to open and they started to get up, looking around in confusion.

"W-what happened?"

"Why did we fall asleep?" Then the ponies looked over at the two of them.

"W-what is that thing?" one of them asked, pointing at Captain Marvel.

"Forget him. That black pony is the pony of nightmares. Erebus!" All ponies that had woken stopped and stared at Erebus, fear filling up their eyes.

"And cue panic in three, two, one-"

"AAAAAAHHHHHHHHHH!!" The ponies of Ponyville began to panic, just as Erebus had predicted. While they were all awake and able to get out of the way, this was un-organized panic, meaning multiple ponies ran in front of the two combatants.

"Tell me, child, can you fight me while trying to protect these ponies at the same time?" Erebus asked, shooting his shadow claws at Marvel as well as some of the civilians. Marvel tore through the attack launch at him and threw himself in front of the other attacks, the chains wrapping around his body and restricting his movements. Erebus chuckled and swung the chains, and Marvel, into the side of one of the buildings, collapsing the wall. Marvel grabbed the chains and with a bit of an effort, snapped them into pieces.

"Trying to bring others into the crossfire? That's just low." Marvel flew back out through the hole his body had created and slammed into Erebus, driving the both of them through another building. Marvel grabbed Erebus neck with one hand and slugged him across the face with the other. Two punches to the face was all Marvel could manage to land, as Erebus turned himself into a shadow and vanished through the floor.

"Where'd you go?" Marvel yelled, looking around for Erebus. His answer came in the form of two chains wrapping around his throat, dragging him through the hole in the wall. He left his feet as Erebus tossed him again, this time straight through the Sugarcube Corners building. Captain Marvel landed on one of the cakes he had been enjoying earlier, covering him in cake.

"I was going to finish that cake later! Okay, now you're in trouble!" The two collided again in the center of the town, Erebus trying to hit Marvel with a combo of chains and darkness, whereas the Captain just kept trying to pummel Erebus into the dirt. He brought his knee into Erebus's stomach, doubling the dark pony over. Erebus retaliated by firing darkness into Marvel's face, temporarily blinding him and leaving him open for the chains to smash into his face. The impact flung the Captain out of the building and into the street, Erebus following him outside. The ponies that had originally been fleeing had stopped and were actually watching the battle, waiting to see who would emerge victorious.

"You are surprisingly tough. Nopony had resisted my shadow chains for more than a few hits," Erebus said with some praise.

"And you're plain annoying. Why can't you just give up already?" Marvel asked in return. Erebus snarled and went to attack, but a loud voice interrupted the two of them.

"THAT IS ENOUGH!" Both of the fighters turned their heads to watch as the real Twilight descended in front of the two of them, rage flashing in her eyes. She let loose a torrent of magic in front of the two, cutting them off from each other.

"I don't know who either of you are, but if you don't stop destroying my town and surrender, I will be forced to-" Twilight's words were cut off mid-sentence as a chain wrapped around her throat as Erebus dragged her in front of him, using her as a pony shield. She tried to use her magic, but the shadows wrapped around her and cut off her magic, sucking it into Erebus.

"Why thank you princess, my magic reserves were running low," Erebus said with a snicker, watching as Twilight struggled to escape. "And what better way to restore ones magic than to absorb power from an alicorn."

"Let her go, Erebus," Marvel demanded, looking from Twilight to Erebus in worry.

"As you wish." Erebus spun Twilight once and tossed her into the air, firing a bolt of shadows at her. In the blink of an eye, Captain Marvel moved from where he had been standing to in front of Twilight. The shadows slammed into his chest, but the blast barely fazed him as he caught Twilight in his arms.

"Are you alright?" he asked her.

"I don't believe it," she whispered, eyeing him in disbelief. "You're the angel that Applebloom was talking about. I have a few questions for-" Another volley of shadows flew by the two, forcing the Captain to take evasive maneuvers.

"Can you fly?" Twilight flapped her wings weakly, but managed to get airborne. "I need you to get the rest of the ponies out of here. I'll handle Erebus." Before Twilight could argue, Captain Marvel took off towards Erebus again, dodging his chains and trying to crack his skull. Erebus once again vanished into the shadows, forcing Captain Marvel to look around for him again. Erebus started using the hit and run maneuver, shooting Marvel in the back while vanishing the moment before he was caught. While he did this, Marvel was working on a way to counter the vanishing. He dodged the shots that were being fired at him and watched where Erebus popped out to fire at him, noticing that he always tried to hit from behind.

"Gotcha!" Captain Marvel yelled, spinning around and catching Erebus just as he appeared from the shadows, ramming into him and driving the two of them into a wall. Erebus spat out blood as Captain Marvel drove his fist into his sternum, shattering most of his ribs. Marvel then grabbed the front of Erebus's cloak and swung him into the ground, lifting him again and repeating the slam, furthering damaging his ribs. He lifted Erebus to his face so he could look him in the eyes.

"Why are you so strong? What are you?" Erebus coughed out, trying to move his fore arms and his chains.

"What am I? I'm your something you know a lot about," Marvel said with a chuckle. "I'm your worst nightmare." Marvel lifted Erebus over his head and tossed him into the air. While Erebus flailed in the air, Captain Marvel planted both feet into the ground and tossed his head back with a smile.

"SHAZAM!"

Called upon once again, another massive bolt of lightning descended from the sky and struck Erebus, not just striking him but nearly pierced through his body. The crowd of ponies screamed like Erebus screamed as the magical lightning nearly tore him apart, driving his electrified body back down into the ground. Marvel walked over to the smoking pony and stood triumphantly over him, while Erebus was struggling to breathe and flinched every time he did so.

"That's all folks," Marvel said with a smile, inwardly hitting himself for saying another lame line. The ponies that hadn't fled all started to gather around the smoldering villain with pained expressions, with even Twilight landing besides the dark pony and flinching at his injuries. But much to the surprise of the ponies and Captain Marvel, the dark horse began to laugh.

"You...think this is over?" he asked with a forced chuckle, spitting out some blood while he laughed. "I am but the first of many...the many that will take over this world. While you were able to defeat me, you will find no such fortune against the others. So enjoy your petty victory, for it will not last. I...will...return." Erebus closed his eyes as the last word escaped his lips, the darkness wrapping around him one last time as he vanished into the shadows. The ponies all stared in silence at the spot where the pony had vanished, with Captain Marvel breaking the silence.

"Why do they always last long enough to give one last 'you haven't seen the last of me' speech and then vanish? These villains are all boring," Marvel said with a small chuckle, looking over at the ponies he had saved. But much to his surprise, none of the ponies laughed at his remark, instead only gaining him stares. Twilight marched right up to him and glared into his eyes.

"How can you say that so...coldly? He might have been a villain, but he was still a pony! And all you can do is say is how boring he is and laugh? You almost killed him!" Marvel looked around as the most the ponies looked at him with a number mixed feelings, not sure what to make of him. Some looked at him in disgust and shook their heads at him. Others smiled and nodded, happy of the way he had dealt with the menace. Spike had finally shown up after Marvel had told him to hide, along with the CMC, led by a very shocked Scootaloo and Sweetie Belle.

"I don't believe it," Scootaloo whispered, looking over to the smiling Applebloom. "You were right about the angel." Applebloom's smile widened as her friends each put a bit into her hoof. The group of four ran over to where Twilight was glaring at Marvel, but a Twilight held out a hoof to stop them.

"He was trying to hurt these ponies. I did what I had to stop him," Captain Marvel responded with a shrug, gaining further rage from Twilight.

"That was very noble of you, but your battle destroyed half the town! You should've waited for the Elements of Harmony to arrive and-"

"And what, stop him yourselves? Last time I checked, all the ponies were put to sleep by this guy. I was the only one who could stop him."

"That doesn't matter! Just because you have amazing power doesn't mean that-"

"Doesn't mean what?" Marvel asked, taking a step forward and cutting her off. "I shouldn't have helped and left the ponies to fend for themselves? Sorry, but I will always help those who need it, no matter who approves or disapproves. Farewell." Captain Marvel took to the skies, with Twilight trying to follow him. He smiled as he watched her get closer, tossing up a rock he had picked up just in case this happened.

"Shazam."

The bolt of lightning struck the stone and created a blinding flash, forcing the ponies to cover their eyes. When they could finally see again, Captain Marvel was gone.

{<>}

While looking for Captain Marvel, Twilight found Billy at the CMC clubhouse, hiding under one of the tables inside. After a few minutes of talk, she finally managed to convince him to come out.

"What were you doing in here?" Twilight asked him as he crawled out.

"I'm not sure. All I remember was that dark cloud over head and everyone falling asleep," Billy lied, hoping Twilight wouldn't catch on. "There was a massive battle going on in the town, so I ran out here to hide." Twilight looked into his eyes for a minute, not sure whether to believe him or not. Eventually, she sighed and gave up; mostly convinced that he was telling the truth.

"Alright, but I want you to come with me back to the tree house," she told him, already activating her teleport. "I have a few questions I want to ask you." Before Billy could even respond, a blinding flash covered the both of them as Twilight activated her teleportation field. When the light died down, Billy found himself back in the library, with Spike pacing around nervously.

"Twilight! Billy! You're both okay," he said with a sigh, sitting down on the floor. Twilight walked over to her table and pulled out his chair, motioning for him to sit down. As soon as he did so, Twilight sat down across from him and looked back into his eyes, trying to decide what to say next.

"That was quite the battle down in Ponyville," she said, watching for any sign of emotion. Fortunately for Bill, Batman had spent days teaching him how to handle being interrogated without so much as batting an eye. So all Twilight saw when she looked into his face was a confused look.

"How would I know? I was hiding, remember?" Billy asked, her careful to keep his tone to sound like he was confused by her question. She frowned at his answer, not what she wanted to hear.

"Hiding, right...Billy, what do you know about this angel that Applebloom kept talking about? And don't tell me you've never heard of it, because it only showed up after you appeared. Don't think that I wouldn't see the connection." Billy was in a bad spot, Twilight was way smarter than he could've predicted. He would have to tell her the truth, but not all of it.

"In my world, there are a lot of heroes and villains, it's possible that he followed me here," Billy muttered, feeling Twilight's eyes staring straight through him.

"Billy, that's a lie. You know it and I know it. Didn't your parents raise you better?" Spike flinched when Twilight said this, watching as Billy sunk his head onto his knees and wrapped his arms around them.

"My parents died when I was a baby," he whispered. Twilight's entire demeanor changed as the sheer pain in his voice completely engulfed her.

"I-I'm sorry, Billy, I had no idea," she stammered, all thoughts of Captain Marvel quickly forgotten, Billy shrugged, but he didn't lift his head from his knees. Twilight stood up and wrapped her wing around his shoulder. "I apologize for saying that, I shouldn't have tried to place the blame on you. Come on, you can stay here for tonight." Indeed, it had grown dark out, too dark for a child to wander the streets on his own. Twilight escorted both him and Spike upstairs, where she offered Billy her bed for the night.

"Alright you two, I have to go talk to the mayor and the other Elements, you be good now," Twilight said, giving Spike a look.

"Geez, burn one book and they never let it go," Spike grumbled, rolling his eyes. Twilight waved goodbye to him and then waved gently to Billy, an awkward smile on her face. He waved back and Twilight left, closing the door behind her. Once she was gone, Billy jumped onto the bed and made himself comfortable. Spike lied down in his bed, looking at Billy with a smile.

"I've never seen anypony pull the wool over Twilight's eyes so easily. That was some impressive lying." Billy didn't respond he just continued to stare at the ceiling. "Uh, Billy, what's wrong?"

"I almost killed him," Billy said in a whisper. Spike blinked once and sat up.

"What do you mean?"

"I mean I almost killed that pony, when I summoned the lightning," Billy said with a growl, grabbing his face with both hands.

"Well, you didn't do you? Besides, he was a villain, he didn't deserve any mercy," Spike said with certainty. Billy rolled over on the bed so he could look at him.

"That's not the point. I should be better than that; I shouldn't have to kill my enemies to stop them. That's what it means to be a hero." Spike wasn't sure what to say. To him, Erebus should've gotten the lightning bolt and worse for attacking his town. But Billy seemed certain that he should be allowed to live. It confused him.

"Well, you're the guy with the powers, you did what you feel is right," Spike said with a yawn, rolling over in his bed and closing his eyes. "I still think it was cool how you transformed and beat him." Billy stared out the window at the rising moon, hating himself on the inside. He had the powers of a god, multiple gods in fact, yet ponies had nearly been killed in his battle, including his adversary. He should be better than that, able to stop the villain without anyone, including the villain, losing their lives. But today, he had almost broken that golden rule. What would Superman say if he found out? Billy rolled over and closed his eyes. Spike was already asleep and snoring, leaving Billy to replay the battle over and over in his head.

{D}

Elsewhere, a small pony town was just settling down for the night when the peaceful silence was shattered by an earsplitting scream. Ponies rushed out of their homes to find a monstrosity standing in the middle of their village, a corpse clutched in its hands. The towns ponies began to flee as the guards stationed there tried to defend them against this beast, but they were horribly outclassed. The grey beast let loose a scream that shattered glass and charged the guards, tackling into them and crushing one’s head beneath it's foot. It swung it's massive spike covered arm into another guard, tearing him in half. The final guard launched a beam of magic into the beast’s chest, only to watch in fear as it walked right through the beam, seemingly smiling at the pony’s attempt. The guard said one last prayer as the monster lifted its arm over its head, brining it down on the guard with a sickening crunch. With the guards dealt with, the monster looked around at all the screaming life forms running in every direction, adults and children alike trying to escape it's wrath.

Not one of them did.

Hero or Menace

"How could he have failed?" Sombra roared, using his dark powers to destroy a few pillars. He had watched the entire scene from a mystic orb that he had brought in his pack. At first it seemed like his plan had gone off without a hitch, but then the child who became that...hero came in and flattened one of the strongest villains in history. "Erebus was supposed to be able to defeat anything that wasn't the Elements of Harmony! How in the darkest abyss in all of Equestria did he fail?!"

"Maybe you sent the wrong villain," a dark voice whispered to him through the darkness. "Erebus, while one of the strongest, is a complete softy. Did you see the way he refused to harm any of the civilians? That shows that he was weak. We are better off without him." Sombra growled and ignored the voice, walking over to the orb again, replaying the fight with Erebus again to gather data. His enraged eyes never left the orb as he watched the child transform into what the ponies called an angel and proceeded to battle Erebus. Sombra hated his strength, hated his speed, but most of all he hated the fact that this angel had the ability to summon magical lightning, something that could even hurt him. This Billy child was more than a threat; he was a roadblock in his plans.

"I must find a way to defeat this angel," Sombra muttered, looking through Star-Swirls old spell book for a plan. While he did that, the voice in the darkness returned.

"Why not send me and my brothers? We are more than a match for the so called hero," it whispered into Sombra's ear. Sombra shook his head and growled.

"My powers have not yet returned from summoning that fool, Erebus. We must wait at least a few days before I can revive just one of you, let alone four. And besides," he said with a smile, turning towards the five remaining statues. "I'd rather save you four for last." The shadow growled, but vanished as Sombra walked right by it.

"My mistake was to underestimate these ponies and their friends. I've seen now that any friend of the Elements is an enemy of mine." He returned to the orb, continuing his watch over his new enemy.

{CM}

Billy awoke to the pleasant scent of apple pie and tea, something he hadn't had or smelled in forever. He quickly sprang out of bed, starling the still sleeping Spike and rushed down the stairs to the living room, where Twilight had just finished baking an apple pie.

"Look who’s finally awake," she said with a chuckle, watching his eyes widen at the sight of the pie. "Sit down at the table and I'll prepare you breakfast." Billy moved faster than she believed possible, sitting himself down in a flash. She sliced him a piece of the pie and served it to him with a cup of tea.

"Humans eat pie, right?" He nodded vigorously before decimating the pie, downing it in a few seconds. He polished off the tea twice as fast, smiling happily as he wiped his mouth with a napkin.

"That was delicious! Thanks for the meal!"

"No problem. Now, if you don't mind, can you answer a few more questions for me?" she asked politely, sitting down across from him. He shrugged his shoulders as Twilight began asking.

"Alright, you said yesterday that you know nothing of any angel, still care to stick by that answer." He nodded as his response, just as Twilight had predicted. "Okay, now the questions will get a little...personal. Can you tell me what happened to your parents? I don't want to make you feel bad; I just want to know what happened to you." Billy took in a deep breath as he re-visited memories that were better left buried.

"My parents, as I said, were gunned down when I was only a child. Childhood shredding memories aside, this is the main reason that I live by myself. That and my uncle threw me out," he said with a dry chuckle.

"H-how can you just laugh it off like that? You just told me that not only were your parents killed, but your only other family member tossed you out onto the streets! How can you-?"

"Keep my positive and sunny attitude despite all my setbacks?" he finished for her with a smile. "Simple. The past is the past, there's no point worrying about it because I can't change it. All I can do is face each day with a smile on my face." Twilight was stunned. She had never seen somepony so young besides Applebloom who lost a loved one and recovered so quickly. Then again, she had been even younger when her parents had passed away, so she probably didn't remember much. "So, what's the next question?"

"Um, how did you get here?" Twilight asked, not really what she wanted to say next but she was too preoccupied with what he had just told her to think clearly.

"A teleported malfunctioned and the resulting explosion blasted me across the sky into your world, where I then fell from the sky and face high fived the ground," he said with a serious expression. She scanned his face for any signs of lying, but his story was too ridiculous to be true.

"Fine, if you don't want to tell me, you don't have to," Twilight muttered, rolling her eyes. Before their little talk could continue, the door to the library opened and the mayor of Ponyville stepped inside.

"Hello, Princess Sparkle, I trust you rested well?" the mayor asked.

"Yes, I slept fine. Why have you come so early? I still haven't explained to Billy what we're doing today."

"That is un-important, you can explain to it on the way."

"Um, it has a name," Billy butted in, which gained him an uneasy look from the mayor.

"Are you sure it's...he's trained?" Mayor Mare asked. Billy frowned while Twilight rolled her eyes.

"Yes, he won't be a problem. Besides, he's only half the reason for this meeting." Billy was a little confused now, wondering what kind of meeting they were talking about. Twilight had gone upstairs and woken Spike and the four of them headed out to the center of town. Billy heard the crowd before he even saw them, hundreds of ponies gathered in one place and each of them talking to themselves. A stage had been set up in front of the crowd, with six chairs behind a podium. The crowds talking turned to a whisper when they saw Billy and the princess together. He gave them a small wave while Twilight pulled him through the crowd and to the front, sitting him down at one of the chairs and telling Spike to join the other Elements in the crowd. Billy sat there nervously as the mayor walked up to the podium, the entire crowd going silent as she cleared her throat.

"Mare's and gentle colts, today we gather to discuss a number of important events that have come up in our little village. The first of these events is the newest guest of honor to stay in our little town, Billy the human." She pointed to him as she said this, the entire crowd gasping in awe, making Billy even more nervous. "Yes, what a terrible time for Lyra to travel the world," Mayor Mare said with a chuckle. The crowd also laughed at this, Lyra being the only pony who believed in humans most the time.

"Next is the matter of what happened to our town. Princess Twilight will speak her opinion on the matter." The mayor stepped aside and allowed Twilight to step up to the podium. The entire crowd bowed as she approached the podium, making her blush like Billy had.

"There's no need to bow," she muttered, though no one listened. "I wish to speak to you about the menace that attacked us yesterday. Now I know some of you are wondering why I am here instead of Princess Celestia or Luna? That is because the two of them went north to battle yet another menace that had attacked a day ago. From the report...there were no survivors." The crowd gasped in shock at the news, whereas Billy was just as curious as he was shocked. Something that wiped out a whole village. He wasn't sure, but that sounds like the sort of thing Doomsday would do. Then again, he had just fought off another psycho who had tried to destroy the town, so maybe this was a common problem.

"The pony that attacked our town is named Erebus, the pony of darkness and nightmares. I know that most of you considered him an evil pony...in fact, he was an evil pony. But he was still a pony that deserves the right to live, despite what he did. That...angel almost killed him, a crime that we as ponies do not tolerate. So therefor, from now on the angel is a-"

"And maybe that's a good thing!" The crowd gasped and parted, revealing the one pony who had yelled out. He wasn't anyone special, but what he had said had an impact on everypony.

"What do you mean?" Twilight asked, echoing Billy's exact thoughts.

"I mean maybe it's a good thing that the angel almost killed him! I mean, every time a villain comes to our town, it's the same routine. They show up and destroy the place, you or somepony else comes along and stops them, you ship them off to a prison or something, then they break out and we repeat the process all over again," he explained, the entire crowd in silence. "Maybe it's time somepony kept these villains down for good. Somepony who ends them."

"That is not the way we do things," Twilight argued. "Yes, they have down some bad things, but you are exaggerating when you say that they keep coming back."

"Am I? Just a month ago Chrysalis returned and destroyed a third of Equestria in the ensuing battle. How many homes did we lose, how many ponies? If you had just destroyed her when you had the chance, none of it would've happened. Why should we go after somepony who was trying to do the town a favor?" he roared. Some of the town’s ponies looked around at their home, which was still scarred from the battle with Erebus. Then one began to applaud, then another, then another, until almost all of Ponyville was applauding for him. Twilight looked around stunned, not believing how the ponies were reacting. But nothing she was feeling could compare to the agony that Billy was going through.

The ponies were applauding the fact that he had almost ended another’s life. As the applauding grew louder and louder, Billy turned paler and paler, resisting the urge to throw up. He had been trying to protect and show them that they were safe, not that killing was an answer. Yet they were twisting the fact that he had almost killed on accident into an attempt on his life into a twisted version of justice.

"Are you all crazy?! He is not a hero, he is just as bad as Erebus!" Twilight roared, but none of the crowd was listening. They continued to chant for the angel, reaching a massive uproar of voices each calling out for the angel. Billy wanted to slide under his chair and hide, the embarrassment of the situation tearing him up inside. Twilight tried in vain to get the crowd to listen to her, but even her royal authority couldn't calm them down at this point. Billy noticed that none of the other Elements were joining in on the chanting, as they were looking around at the crowd in disbelief just as Twilight was.

"This isn't right." Twilight turned around to face Billy, who was watching the crowd with fear in his eyes. Twilight sighed and walked over to him, wrapping a wing around his shoulder.

"They’re just scared. That pony was right in saying that there have been a lot of attacks lately and that the citizens have been on edge," she explained to him, watching as the ponies got even wilder and wilder. "But that's no excuse to kill. There is no excuse to kill, even somepony like Erebus. But when ponies get scared, they tend to rally behind the dumbest of ideas if they believe it will keep them safe. This...is another one of those instances."

"I know what that's like. People, er, ponies, get so upset that they'll turn to anyone who said they can fix the problem, be that government officials or corrupt billionaires. They don't see who they are, only that they have the solution to their problem," Billy agreed, remembering what Luthor had tried on multiple occasions.

"Correct," Twilight said with a small smile. "You're pretty smart for just a kid of ten."

"Heh, I'm not smart, I've just seen this kind of thing a lot," he said softly, watching as the crowd began to thin out, all of them talking about him. He shook his head sadly, not liking where this might head. Twilight and Billy stood up to leave, the other Elements having already done the same. Spike joined back up with them and the three began to walk back to Twilight's house. Billy turned around to look back at the ponies all excited about the angel, wondering what new way of thinking he had brought to this new world.

{S}

Twilight had left the two alone at the library again, telling the two that she needed to head to Canterlot to inform her brother of the situation in Ponyville. The two decided to go visit the CMC, since there was really nothing else to do. As they walked through the streets, Billy noticed that there was a definite change in the air about town, as most the ponies seemed on edge with each other. Some of the ponies were putting up signs that welcomed the angel, while others were trying to ignore them and focus on repairing the city. Canterlot had sent a number of guards to help the city repair, all of whom eyed Billy with interest as he and Spike passed, already informed of who he was and why he was there.

"So what's it like?" Spike asked after a few minutes of silence.

"What's what like?"

"Being that powerful. I mean...I ready the rest of the section on Erebus and he was one of the ponies that lead to the death of Celestia and Luna's parents. He is insanely strong, yet he couldn't even hurt you," Spike said with a bit of excitement. "Then there was the whole lightning show. That was awesome. How does it feel?"

"It's...scary," Billy said softly, confusing the little dragon. "Yeah the powers are cool and all, but I'm scared of them sometimes. Like if I was to lose control and unleash there full power, I'd don't know what happen." Billy lowered his head and thought about something that had been bothering him for a while, since that one pony had spoken out during the meeting. "Do you think I did the right thing?"

"What do you mean?" Spike asked.

"I mean...letting Erebus live," he said in a whisper. Spike wasn't expecting a question like that, so he didn't even know how to begin an answer. He motioned for Billy to continue explaining, which Billy did with a sigh. "You heard what that pony said, that this isn't the first time that this has happened. The bad guys always show up, they destroy, get stopped and then the whole thing starts again...Should I have killed him, ended his terror once and for all?" Spike didn't know what to say. How could someone answer a question like that?

"I can't answer that for you, Billy. You're the one with the powers, so you get to make that decision. It can't be made by somepony else," Spike said with a shrug. "Just think it over. That's my two bits." Billy nodded, hearing the truth in Spike's words, but that didn't make it any easier on him. He had always been taught by Superman that killing was wrong, that there was never a need to kill others to defeat them. But how many more innocent had died because they hadn't killed the villains and instead allowed them to go free? His parents had been killed by such a villain, leaving him to fend for himself all his life and when he had the chance to take revenge years later, he had been talked down by Superman. But Black Adam just kept coming back, killing and causing more pain. Should he have killed him as well?

"Hey Spike, can you promise me something?"

"What's that?"

"Don't tell any of the ponies that I'm...you know, the angel," he asked in a whisper.

"Sure pal, I won't tell." The two continued to walk, Spike starting to talk about one of his adventures with Twilight, but Billy was too caught up in his thoughts to listen.

"...Hello, anypony in there?" Spike's voice snapped Billy out of his thoughts and back into reality, where he noticed that they had made it to the CMC clubhouse, where they found the three fillies in a heated debate with each other.

"That angel's a monster, Applebloom! You heard what Rainbow and the others said, he almost killed that other pony! Get over your stupid crush and meet the facts!" Scootaloo shouted at her friends, but her words had no effect on the stubborn filly, who stood defiant in front of her.

"If he's such a monster, then why'd he protect us from Erebus?" Applebloom asked in a rage, pressing her forehead right up against Scootaloo's. Sweetie just sighed and shook her head, used to these two bickering. She saw the two boys arrive and ran over to them with a huge smile.

"Hey guys, what's up?" she asked them with a smile.

"Not much, just came to see if you guys were up to anything," Billy said with a forced smile, trying to ignore his thoughts for the time being. "But I can see that you are...detained."

"Just ignore them, they're fighting about the angel that everyponies so excited about," Sweetie said with a sigh, rolling her eyes in annoyance. "Seriously, the only reason this started was because of Applebloom's crush on the angel and that Scootaloo bet he didn't exist."

"Hold on a sec, back up. Applebloom has a CRUSH on the angel?" Billy asked in disbelief, hoping that he had heard wrong.

"Yeah, ever since he saved her. She tries to hide it, but we figured it out fairly quick," Sweetie said with a smile, which turned to a frown as Applebloom and Scootaloo started to wrestle. She sighed loudly and ran over to the two, trying to break them up.

"Wow, everypony seems to like or hate you," Spike said with a smile.

"Why is this happening?" Billy asked, placing his face in his hands.

"Look on the bright side, when the princesses get back, they'll be able to sort this whole thing out," Spike said, trying to comfort his friend. It did help a little, as Billy hoped that the two rulers of all the land would be able to sway the ponies and convince them that he was not a symbol of vengeance or death, but a hero who wanted to help. Hopefully they'd return soon from whatever it was that they were doing. He looked up to the darkening sky, smiling at the thought of a better tomorrow than today.

Blood Moon

The city of Mareyland, which was built on a space of land the jutted out over a cliff, was a town filled with bright and prosperous ponies that spent their days trying to improve themselves and their city. Named the most delightful pony city a few years back, it was one of the few locations that every pony wanted to try to go to at least once in their life. Buildings that scraped the sky and shops as far as the eye could see were the main attractions. The city that was the pinnacle of pony ingenuity and friendship.

And it was now a blood bath.

The once proud city now burned like a torch in the night, giving the signal to the rest of the ponies of Equestria that their world was no longer safe, that a force of pure death was now walking among them. The force of death was Doomsday, which now ran rampant in this once great city and destroyed all in his path. Many had been killed already, but the worst was yet to come.

"My god," Celestia whispered to herself as she and Luna arrived at the burning city, fifty of their best soldiers there to fight with them. What they saw would forever haunt their nightmare, those that survived the fight. The city was burning, shops and buildings had been destroyed, but that wasn't the worst of it. What sickened and enraged Celestia the most was the bodies, the bodies of those that had been caught by this monster of death. But while Celestia looked around at all of her subjects that she had failed to save, Luna's rage filled eyes were glued to only one creature: Doomsday. Nearly eight feet tall and grey skinned, Doomsday was a ponies, and anyone else's, worst nightmare. It was covered in muscles that had spikes growing from its skeletal structure piercing through his skin. Its red eyes never blinked nor wavered as it cut down any and all that stood before it. The monster hadn't even noticed the princesses or the guards yet, it was too busy crushing and killing all those before it. A small filly had stumbled while trying to escape and hurt its leg. Doomsday turned towards her and his eyes narrowed, a new target having been acquired. He lumbered over to the pony, no rage or enjoyment in its eyes, only its purpose mattered and its purpose was to kill. He stood over the trembling filly, slowly raising one fist as the pony closed its eyes, tears streaming down them. Then he brought his fist down.

"HALT!" Luna roared, flapping her wings and letting her power crackle along her horn. Doomsday didn't listen.

CRUNCH!

Celestia and the guards both gasped in horror at what they had just witnessed, watching as the filly vanished under the massive hand of Doomsday. Luna's rage, already at its max, ascended to new levels far beyond what it had been when she was Nightmare Moon. Only after the filly had been smashed did Doomsday finally turn around to face Luna, emotionless eyes greeting her. She saw a monster that held no concern for life, a beast that needed to be destroyed. Doomsday saw a target. Nothing more.

"RRRRRRROOOOOOOAAAAAAARRRRRR!" The roar that Doomsday let loose shook the remains of the city and the princesses to their very core. Unleashing a burst of speed that nopony would ever expect from something so large, tearing across the ground towards Luna and jumping straight at her, his powerful legs and calculating mind giving him exactly the right angle to slam into her. Or he would have if Luna hadn't teleported out of the way of his attack. She reappeared next to her sister as Doomsday collided with the side of a building, bringing it down upon him.

"HA! TAKE THAT YOU EVIL BEAST!" Luna roared in triumph, believing that Doomsday was dead. But as he threw off nearly ten tons worth of rubble, she realized that they had a much bigger fight on their hooves.

"Tia, I need your help in bringing this beast down," she asked her sister. Celestia snapped out of her trance caused by the death of the filly and turned towards Doomsday, a hate gleaming in her eyes that hadn't been seen in nearly a thousand years. She swung her horn upwards and a bolt of lightning descended upon it, giving her a very evil look.

"Bringing it down is too merciful, dear sister. I believe trapping it in the sun is more appropriate," she said with venom, making the guards back away nervously. Luna smiled with a wicked grin as Celestia let loose a roar of her own before firing a blast of complete magic into Doomsday chest. The explosion blew apart the city square, tossing up a cloud of magic and dust all around them.

"Wow sister, I have not seen your solar cannon in a while," Luna whistled with a grin. "I almost forgot how powerful and deadly it was."

"It certainly did the job," Celestia said with a frown, looking around at all the death and destruction, sorrow gripping her heart. "I just wish that we had been able to-"

"RRRROOOOAAAARRRRR!"

"Princess, LOOK OUT!" a guard screamed as he tackled Celestia out of the way, placing himself in the way of Doomsdays charge. He barreled into the guard and drove him into a wall, re-painting it with his blood. Celestia sprung to her hooves as Doomsday turned around to face them, blood covering his body.

"Impossible," she whispered, watching as the hole her beam had put in his chest started to repair itself." What manner of being are you?" The guards took up defensive positions around Celestia, preparing to fight in what they knew would be their last battle. Luna flew in front of them, her rage still great, but a hint of fear in her eyes.

"If you wish to get to them creature, you must first get through-" Luna didn't even have time to finish her sentence, as she barely had time to throw up a barrier around herself as Doomsday fist smashed into it. The sheer power of the impact shattered the barrier and tossed Luna over her troops, where she landed with a thud. The guards let loose a cry and rushed at Doomsday, Doomsday roaring in return and charging them. The guards threw their spears against the monster, which broke when they hit his skin. The guard’s bodies were the next thing to break when Doomsday ran into them. He charged straight through ten of them, skidding to a stop to slam a massive fist into a guard’s chest, breaking his body apart.

"ATTACK! DO NOT LET IT REACH THE-" Doomsday brought his fists down into the ground, sending a massive shockwave out that knocked all the guards off their hooves. He then slammed his fist into the ground to lift a chunk of rock from under him and toss it into another group, decimating them. He swung his fist backwards and crushed two more guards. He went to bring his fists down on more of them, but a blast of solar magic pushed him back a few feet.

"YOU WILL NOT HARM ANY MORE OF MY SUBJECTS!" Celestia roared in the Royal Voice, firing blast after blast into Doomsday. Doomsday roared as his answer and began move forward, taking step after step towards Celestia despite the power she was blasting at him. He managed to walk right up to her and brought both fist over his head, preparing to finish Celestia. But before he could, the remaining guards tackled him and held on the best they could. Doomsday began to thrash, tossing off most of the guards.

"Princess, run!" one of the guards yelled before a spiked fist slammed into his head.

"We'll try and hold it off!" another yelled as it charged the monster, only to be crushed under foot. Celestia, after watching her ponies and her guards getting killed, finally snapped. She shattered every inhibitor she had placed on her magical energies and let her full power flow, her body turning a golden color with solar energy radiating off of her. She roared in rage and slammed into Doomsday, knocking him back from the guards. She grabbed Doomsday with a golden claw made of pure fire, burning the creature’s skin right off its bones. She gripped him tighter and tighter, trying to crush the life out of him.

"You will burn for what you have done," she said to him in an emotionless whisper. Then Doomsday roared and started to struggle, trying to break free of Celestia's grasp. She was about to laugh at his efforts when she noticed that his skin was changing. The parts that had been burned away were starting to grow back and were changing in color, from grey to an odd blackish-red. With one more attempt, Doomsday shattered the burning claw and barreled into Celestia, pinning her to the ground with his foot. He began to swing lefts and rights at her, pounding away into a barrier that she barely threw up in time. In her most powerful state, she was able to hold the shield for a few more seconds. Doomsday cracked the shield with a powerful right hand and went to shatter it with a massive left.

"TIA!" A blast of pure lunar power slammed into Doomsday, tossing him off of Celestia. She gingerly got to her hooves, turning to see her sister land beside her. Luna was an ethereal blue color and her mane shown like the stars in the sky. Her eyes were pure white and a ghostly aura radiated off of her.

"I see you are using you Solar Empress form," Luna said with a smile, helping her sister to remain standing.

"And you are using the Lunar Liberator form. I'm surprised you have enough power stored up to use it," Celestia responded weakly.

"I was going to save it for when I need to beat you at the Crystal Empire games, but I figured now's a better time," Luna said with a smirk, which turned into a snarl when Doomsday got back up, roaring at the two.

"Do you think you can keep up?" Luna asked her sister, looking at the bruises on her body.

"I'll do more than keep up!" Celestia screamed, firing a blast of fire into Doomsdays body. But unlike the last time, the fires didn't even faze him as he charged towards the two princesses. Luna stepped forward and sent her own magic into Doomsday chest, burning up the skin on his front. He roared in rage as his body began to heal, making Luna growl.

"What is this thing made of?" she asked as both she and Celestia took to the skies as Doomsday attacked again. He started ripping chunks of pavement out of the ground and chucking it at the two, who easily dodged the projectiles.

"HA! Not so easy when you can't hit us!" Luna taunted, laughing at her foes disadvantage.

"Luna, please don't taunt it. We don't know what it will-" Doomsday roared again and slammed his fist into the ground, the shockwave launching him towards the two.

"Again with this trick! What makes you think that this time it will-" Doomsday waited until he was as close as he could get to the two before he slammed his hands together with all his insane might. The resulting shockwave not only knocked the two princesses out of the air, but it tore up the city as well. The two sisters screamed as they were tossed into separate locations. Luna smashed into a coffee house while Celestia crashed into the side of a bank. Doomsday landed in the center of the city and started to march over to where Luna had landed. She groggily got up and snarled as Doomsday got closer.

"You think you can defeat me, creature? You will learn my true power!" She charged all her magical might into her horn and let loose her final move: the Lunar Galaxia Storm. She fired off the spell into the sky, summoning storm clouds from her magical energy alone. Following the clouds came the light show, as hundreds of dark blue lasers descended upon the city, destroying everything they touched. Normally Luna never used this move in a populated area, but this city was no longer populated.

"DIE!" she roared as she channeled the rest of her magical energies into aiming all her lasers onto one spot. All the hundreds of laser that had been destroying the town now were all moving onto one spot. Doomsday looked up to the sky and roared in defiance as hundreds of the most powerful lasers came crashing down on him, bathing him in a blue downfall of pain. He skin started to turn to ash as he tried to make his way forward, eyes never leaving Luna. He marched through the lasers, losing more and more of his body, but still managing to press on. Luna couldn't move if she wanted to continue her spell, so she could only watch as Doomsday got closer and closer, reaching out one hand to grab her. Right before he grabbed her, a blast of the whitest flame consumed Doomsday, pushing him back into the center of the lasers, allowing Luna to unleash her full power.

"GGGGGRRRRAAAAAHHHHH!" The lasers all merged on one point, blasting what remained of Doomsday into practically oblivion. The blast from on high shook the very land to its core, collapsing any of the buildings that hadn't already fallen. And kicking up one impressive dust cloud. When all her power had been used up, Luna's body returned to normal and she collapsed to the ground. Celestia ran over to her side to make sure she was okay while also keeping an eye on where Doomsday had been blasted.

"Lu-Lu, are you alright," Celestia asked, looking over her sister for any signs of injury.

"I'm fine, Tia, but I won't be using any magic for a while," she replied with a slight laugh. She struggled to get vertical while Celestia supported her with her wings.

"You look terrible," Celestia said sadly.

"You should see the other guy," Luna smirked, pointing towards the smoke cloud. She was right and as the smoke cleared, all that remained of Doomsday was his skeleton, which lay smoldering in the center of a massive crater.

"You know, despite it being our enemy and that it practically killed everypony here," Luna said softly, looking around at all the bodies created in the fight. "I actually have to respect its tenacity. Nopony had ever survived in the storm for that long." The two looked one last time at the skeleton, the bone deformities and the blades all over its body making it look like a giant buzz saw. The two smiled at each other and started to walk off to where the remaining guards were hiding.

…rrrrooooaaaarrrrr...

"No..." the two whispered, turning back to the skeleton. They had hit it with everything they had, with attacks so powerful that not even the strongest of creatures could survive. There was no way that it could be alive. And yet it was. The two watched in horror as flesh began to reform on its body, covering the skeletal structure within seconds. Its muscles regrew as well, seemingly larger that last time. After a few terrifying seconds, Doomsday was almost fully healed, but this time his skin was both a dark red and a deep black. He had evolved. Smashing one spiked fist into the ground, Doomsday pushed himself back onto his feet, turning towards the two stunned princesses. He opened his red eyes, which narrowed in on the two. Targets re-acquired.

"Father help us," Celestia whispered as Doomsday roared again and charged the two. Celestia barely had enough strength to teleport the two out of the way before Doomsday collided with them. They reappeared on the top of a building only barely standing.

"How so we stop that?" Luna asked in disbelief as the beast started to look around for them.

"I...I don't know," Celestia replied, looking up to the moon which hung over them. Then she looked out to the sea which the city was built over, an idea coming to mind. "Alright, I have a plan. Can you perform the Blood Moon?"

"If given time to charge, yes," she replied weakly." Why? What do you have in mind?"

"We're going to give this beast a burial at sea," Celestia responded with a smile. Luna looked to the sea as well, a smile forming on her lips as well. Celestia left her sister on the roof tops to go and distract Doomsday, while Luna started charging power under the moon.

"Now you face the ruler of Equestria!" Celestia said as she descended in front of Doomsday. His eyes narrowed at the sight of her and his flexed his hands, cracking his knuckles. He stared to march forward, eyes locked on Celestia. She stared right back into his eyes, what she saw was shocking, but not entirely unexpected. There was no emotion in those eyes, no soul. Only death.

"I pity you creature. You are only a machine, no soul, no emotion...no nothing," Celestia taunted, trying to enrage the beast. But just as that black heart never faltered, Doomsday's face never changed as he roared and charged the princess. She took to the sky, but this time he was ready. He lept into the air and intercepted Celestia midflight grabbing her with both hands, preparing to crush her.

"And you fell for it," she said with a smile. In a flash of darkness, Celestia was gone and standing behind her was one very angry Luna. Her entire body was glowing red and her eyes crackled with rage. And to top it all off, her moon was now the same blood red color.

"Farewell, beast," she snorted. A column of red energy erupted from her body, blasting Doomsday in mid-jump. The raw energy should've torn Doomsday limb from limb, but he had become immune to Luna and Celestia's attacks. But he was still susceptible to force and the force of Luna's attack blasted him across the city and straight out over the cliff, where he fell into the ocean with one last roar. Celestia and Luna both landed on the cliff face, both staring out to the ocean.

"Did you do as we planned?" Celestia asked her sister, panting heavily.

"Two hundred tons of solid magic, giving him a one way trip to the bottom of the sea," Luna said with a smile, breathing just as heavily as Celestia. "He won't get out of there."

"Let us hope not," Celestia said with a frown, looking around at the remains of the city, parts of which were still burning. "Heaven knows I probably wouldn't be able to stop it a second time."

"You stopped it? If my memory recalls, I was the one who blasted and tossed him over a cliff. I think this one goes to me, sister," Luna said with a forced smile, hoping to raise Celestia's spirits. Celestia gave her sister a weak smile and the two turned towards where the rest of the guards were.

"Yes, I suppose I must give this one to you," she said with a small sigh and a smile. "Good job, little sis." The two walked away, both supporting the other as best they could. While they walked off, deep below the ocean’s surface Doomsday was being crushed by the oceans pressure. Well, he should have been, but his skin had already adapted to this pressure and it now meant nothing to him. His biggest problem was the magic that was bound to him was dragging him to the bottom of the ocean, which meant that his targets were getting away. So by summoning all his strength, Doomsday managed to break free of the magic binding him, an effort that cost him both his arms. While those set to work regenerating, Doomsday began to swim to the surface, his goals having changed. His priority was still to wipe out all targets, but two targets had taken place over the others. The two ponies that had de-railed his purpose must be dealt with. And while he knew not where they had gone, he knew he would find them again. And even though he had been fighting in a weaken state, he would be strong soon enough.

Targets acquired.

{S}

Billy and Spike had been left alone again as Twilight had to head to stay in Canterlot to await the arrival of Celestia and Luna, who were returning that night. While Spike had passed out almost the second he hand laid down in bed, Billy lay awake on Twi's bed, the arguments from earlier still playing in his mind. He still hadn't decided whether the pony had been right or not, but he would have to decide sooner or later. He sighed and sat up, looking out the window at the moon.

'It is not easy being all-powerful, is it?' Billy practically jumped out of his pants when he heard the voice. He turned around to find the silver pony from his dreams sitting beside him, gazing at the moon as well. 'To have all that power, yet afraid of what my happen if you truly let loose.'

"Yeah," Billy said carefully, watching the pony. "Um...who did you say you were again?"

'I did not say. You, however, Billy Batson, are a very interesting mortal. Gifted with powers far beyond what you were born with, you are one of the few I have met from another world who fight for others with these powers, not to further your own plans.' Billy heard the words she said, yet her mouth never moved. From what he could tell from under the silver cloak, she was a pony that was completely white, glowing with an odd otherworldly power. She also had no cutie mark, yet ther was designs of sorts all over her body. And she gave off an...aura that made his skin crawl.

'No doubt with your connections to magic, you can already tell that I am not of this world?' He nodded. 'I cannot tell you who I am or why I am here, but I can tell you this. A darkness is coming and you are the only one who can stop it. But first you must learn the most powerful magic of all.'

"And what would that be?"

'If I were to tell you, you would not believe me.'

"Oh, that's fair," Billy said, rolling his eyes.

"Who are you talking to?" Billy looked over at Spike, who was sitting up in his bed with an annoyed look on his face.

"Um, the pony?" Billy said with a grin, pointing towards the silver pony. Spike squinted his eyes and then shook his head.

"You should get some sleep, you're hallucinating," he grumbled, turning back over and drifting off. Billy looked from him the mare in confusion.

"He can't see you?"

'I only can be seen by those I choose. He has not been chosen...yet.' She turned her hooded face towards Billy who, while unable to see her eyes, could feel them looking through him. 'I also cannot help with you with your issue on whether or not you should take life. That is your choice. But no matter what you choose, please remember that there is a greater magic that you must learn if you wish to save this world.' Billy looked out the window again at the moon, which had reached its peak for the night. When he looked back to the pony, she was gone.

{S}

The same dream as always. Billy was walking down a street with who he assumed was his parents. They were both laughing and talking, not knowing of the impending doom. Just like every time he had this dream, Billy tried to warn them, tried to tell them to turn around. But they never did, they always walked on, until they reached the place where they would both die. A man stepped out of the shadows and said something. His dad got angry and tried to rush the man, but was instantly struck down. His mom screamed, only to have the same fate bestowed upon her. The same dream, but with a twist this time. This time Billy wasn't defenseless. This time he could fight. He yelled out for SHAZAM and attacked the murderer, smashing his stomach with his fist. The criminal barely had time to gasp as Marvel shattered his spin, but that was only the beginning. As the dream began to fade, the last image was Marvel beating the helpless man senseless.

Billy woke with a start, breathing heavily and sweating. He looked down at his hands in the moon light, hands that in his dreams had been covered in blood. Was that the real him, someone who would kill if his rage consumed him? He wasn't sure, but he knew that he wouldn't want to find out. He rolled and went back to sleep, not noticing that the moon was, like his dreams, blood red.

{S}

Billy didn't remember falling asleep, but it must have happened eventually, because he awoke to the sounds of birds chirping and the smell of breakfast. He sat up and stretched, looking over at Spike to find that the little dragon was no longer in his bed, odd since it seemed early. He looked out the window towards the town, where the warm light of the sun bathed everyone in its warmth. He would've enjoyed the sunlight for a few more seconds, but his stomach reminded him that he was hungry and that there was food downstairs. Billy hoped out of bed, fixed his hair the best he could in the mirror and jumped down the stairs, skipping a few at a time. He landed at the bottom and stood up to look around the kitchen, his eyes widening at what he saw.

Four alicorns were sitting in the kitchen, all looking at him in amusement.

Author's Notes:

Now before I get a bunch of comments saying how Celestia and Luna could never defeat Doomsday, allow me to defend my choice. Doomsday was severly weakened after being brought to Eqestria, just as Billy was when he first arrived. the difference is Billy could regain all his strength with a word. Second, Doomsday is Kryptonian in nature, which means he has no resistance to magic. However, all the two princesses could do was temporarily stop him, as well as making him immune to magic. Don't worry, he'll be back to full strength soon. Soon.

Feelings

Billy was a little shocked. Three alicorns that he had never seen before were sitting in the kitchen and smiling at him. One of them had a white coat and a beautiful mane that shone like the sun, with a sun on her flank. Next to her was a pink princess that had a crystal like mane and a heart on her rear. He had seen her in some of Twilight's pictures with a white stallion. The final alicorn was a pony with a midnight blue color, with a gorgeous mane that looked like a small galaxy, a moon on her flank in contrast to the sun.

"Um, hi," he said nervously.

"Hello Billy, Twilight has told us quite a bit about you," Celestia said with a smile.

"I swear whatever she said, I didn't do it," he said with a smile. The others gave a polite laugh at this, helping to break the tension. Twilight pulled out a chair for him and he sat down, nervously looking at the princesses. "Sooo...what can I do for the three of you?"

"We just wanted to meet you in person. We have never met a...human before," Celestia said calmly, trying to keep Billy from feeling nervous.

"I find it ironic that the one pony that believed in humans went on a trip around the world you find them, only to miss it when the actual human shows up," Luna said with a smile.

"Yes, it's strange how things happen," Celestia agreed. "Now then Billy, I have a few questions for you. Would you mind answering them?" Billy wasn't sure what to make of her or any of them. Due to him being half magic, he could feel the power radiating from them, the solar one seemingly the strongest. He wasn't sure how strong they were, but he needed to find out who they were first.

"Only if you can tell me who you are first," Billy asked.

"Forgive us, where are our manners? I am Celestia, Princess of the sun and co-ruler of Equestria," she answered.

"I am Luna, Princess of the moon and co-ruler of Equestria."

"And I am Princess Cadence, ruler of the Crystal Empire," the pink one said with a smile. Billy looked over them, noticing how their symbols seemed to show who they were. He also noticed the Luna and Celestia were covered in bruises and cuts, their eyes showing fatigue.

"What happened to you two? You look like crap?" he asked.

"Billy! Don't talk to the princesses like that!" Twilight scorned him.

"But that's how I talk to you and you're a princess."

"I'm different! These two are the leaders of our land!"

"It is quite alright Twilight, he is our guest and besides, I have said many times that there is no need to be so formal," Celestia told her student with a smile, turning back to Billy. "To answer your question, we got these bruises when we fought a most vicious creature up north. We managed to defeat it however, so there is no need to worry anymore." Billy listened to the last part carefully. Twilight had said that a monster had been tearing up the northern most part of Equestria and he had immediately assumed it was Doomsday. But if these two had managed to beat the creature, then he must have been wrong. He knew from experience that Doomsday could not be permanently killed and killing him temporarily only made him stronger. Celestia and Luna would've been shredded against him.

"Thanks, I'm ready to answer your questions know," Billy said, relieved that Doomsday wasn't causing problems.

"Very well. Twilight informed me that you lost your parents when you were at a young age. I know it must be painful to you, but you seem to be mostly unaffected. How do you manage to stay so cheery" The first question was defiantly one Billy would have wanted to avoid, he hated talking about this. But these ponies had been kind to him so far, so he would try to be kind in return.

"Because it's in the past and no matter how hard I try, I can't change the past. So instead I try to look at the world in a positive manner and live each day to its fullest." Celestia and Luna both nodded approvingly at his answer.

"You have wisdom for one so young," Luna said with a smile. "My question is not so much a personal one, but has to do with recent events. Do you know anything about this angel that showed up a day ago?" Another question that he wanted to avoid, yet it was one of the first to come up.

"I've never seen an angel in my life," he said in a bored tone, technically telling the truth. Unknown to him, Luna was reading his aura to see if he was telling the truth. When it didn't falter, she looked to her sister and nodded.

"Alright Billy, we believe you. Please do not take offense at my next question. Are you the angel?" This one Billy could tell truthfully without giving away his identity, as he wasn't an angel himself, more of a super-mortal really. He had also expected this one after the last question, so he was ready.

"No, I'm no angel. My uncle would tell you that," he said with a sigh. His trick worked and the princesses were now giving him looks of sympathy instead of questioning glances. Luna read his aura again and again there were no changes in it, allowing the princesses to move on with their questions.

"May I talk about your uncle?" Cadence asked, receiving a small nod from Billy. "Twilight said he kicked you out onto the streets. Why did he do that, did you anger him in some way?"

"He said I was a waste of space and of a life and that he wanted nothing to do with me," Billy answered softly, gaining more sympathy from the ponies. This one was no false truth, this was his life.

"Why would he say that? You’re his nephew, he should love you?" Cadence asked in disbelief. They were surprised when Billy gave a humorless chuckle.

"Sorry princess, but some of the people in my world only love themselves and have no use for family. My uncle happened to be one of those people," Billy whispered. "Not that it matters anymore, I do fine on my own. Can we change the topic?"

"Yes Billy, what would you like to talk about?"

"Well, I did have one question. Why aren't the king and queen ruling Equestria?" This caught both Luna and Celestia off-guard, not expecting that from him.

"What do you mean?"

"Well, you are all princesses, so in order for that there'd have to be a king and queen ruling above you," Billy explained.

"No Billy, we don't have a king or queen, just the princesses," Twilight informed him. "It has been that way for nearly five hundred years." Now Billy was confused.

"Then why isn't it Queen Celestia and Luna? In fact, why aren't all of you queens?"

"Um, we just preferred being called princesses," Luna said awkwardly. "Besides, saying queen makes us sound old."

"Aren't you both a thousand years old anyway? I think you've gone above and beyond old." Billy realized what he said the moment after he said it, his eyes moving to the princesses faces as fear took control. But to his surprise and relief, the two of them started to laugh at his bluntness instead of getting mad.

"Yes, I suppose that would make us old by your terms, but to an alicorn a thousand years in the prime of their youth," Celestia said with a huge grin.

"Of course, dear Tia, you are defiantly starting to show your age. I remember when you forgot your sunglasses when they were on your head," Luna said, taking a shot at her sister.

"Well dear sister," Celestia said in mock indignation, "at least I do not have grey hairs in my mane."

"My grey hairs are to complete my look!"

"They're still grey!" The two continued to poke back and forth while Billy turned to Cadence, who was watching the two sisters argue with a smile.

"What's the Crystal Empire?" he asked.

"The Crystal Empire is my kingdom in the north, where the entire city is made of crystal."

"Wow, it must be really expensive to repair that place."

"No actually, crystals are a common material found all over Equestria, so repairing the city isn't hard at all." Billy wondered how that worked. Since he had seen ponies pay for expensive things with crystals and gems, so why would they use them to make a city? Seemed like asking for trouble.

"Cool. I have one other question for the two of you," he said, turning to Celestia and Luna. "What was that monster that you were both fighting up north?" He was fishing for information, having to make certain that it wasn't Doomsday. Their smiles vanished as they looked at each other, not sure of how to answer the question.

"Well Billy, it was-"

"A massive creature that had multiple arms and six wings," Celestia cut in, startling Luna. "It was a tough challenge, but we overcame it." Luna grabbed Celestia's shoulder and pulled her in close.

"Tia, what are you doing?" Luna whispered into her ear. "That was not the beast we battled. Why are we hiding the truth?"

"He is a child, Luna, I do not wish to impose our problems on a boy," she whispered back, keeping the confused Billy out of sight. "I don't want to get him involved, Luna. I have seen enough children die." Luna looked unsure for a moment, but after a second she nodded her head in agreement. Billy looked up at the clock on Twilight's wall and his eyes widened.

"Sorry, everyone, I promised the girls and Spike that I'd go help them crusading. See you all later!" He jumped up and ran out the door, thanking the heavens that it was not Doomsday that had attacked the city up north. He would have to find out later where Doomsday was, but for now he had an appointment to keep. The princesses watched him go, Luna looking at her sister with uncertainty.

"Are you sure it was wise to lie to the boy?" she asked.

"I do not want him to worry. He has already gone through so much in such a short life and I do not wish to add to his burden." Celestia teleported away from the library along with Cadence, leaving Luna to herself for a minute. She looked to the door where Billy had left, wondering why he had decided to lie to them. But since Celestia hadn't been honest to Billy, Luna had decided to hold a bit of the truth from her sister. She flashed a quick smile and then teleported herself as well.

{S}

While the ponies and Billy enjoyed the nice day, in the farthest reaches of Equestria Sombra was in the temple of old, trying to get his magic back under his control.

"GRAH!" he roared as his spell shorted out on him, frying his face.

"My my, it seems that unicorns really are useless without their horns," the voice in the darkness said in a mocking tone.

"Not now, War. If I am to get this statue freed, I need to concentrate!" Sombra snapped at the spirit, closing his eyes and starting his spell over.

"But he is correct in saying that you are useless," another sickly voice said through the darkness.

"Shut it, Death! I need to concentrate!" The voices went quiet allowing Sombra to finally try to cast his spell again. He opened the book and began to chant, closing his eyes. Magic began to spiral around him as his chants got louder and louder, the chamber beginning to shake. He aimed his spell at the next statue, a colossi five times the size of a regular pony. This creature was the Cyclops, another one of the greatest threats to appear in the last five hundred years.

"Arise, beast that can level mountains and bring down the sky, the one who destroys the land and can create fire from his eye!" The statue began to shake, red lines beginning to form through its stony exterior. Chunks of rocks began to fall from its skin, the beast within starting to move again after nearly five hundred years. It moved one massive hoof, the impact of the hoof step shaking the ground. Sombra collapsed to the ground as the spell finally finished running it's course, freeing the Cyclops from his stone prison.

"Well well, I didn't actually believe you could do it," Death whispered, awe in his voice.

"Ha, that's why nopony should ever underestimate Sombra," he muttered, picking himself back to his hooves. "Behold, Cyclops, I have freed you from your stone prison! Now I ask that you to return the favor and destroy Ponyville, along with the Elements of Harmony!" The Cyclops bowed and slammed it's hoof into the ground, opening the top of temple opening and allowing the Cyclops to leave. Sombra watched it go, a dark smile crossing his face.

"Good, with the Cyclops destroying Ponyville, I will be able to gather more information on this angel that everypony is speaking of."

"Wait a minute," War muttered, moving through the shadows until he reached Sombra, "Do you have no confidence in the Cyclops power? Do you truly believe this angel will be able to-?"

"Be able to defeat the Cyclops? Yes I do," Sombra said with a scowl, flipping through Star-Swirls book to the section on magical lightning. "That angel has shown that it's power far surpasses Erebus or the Cyclops, not including the fact that the two princesses and the Elements of Harmony would be able to severely weakening him. No, I will use the Cyclops to gather more data on the angel. He is strong enough to last quite a while, so he will be useful in gathering data. Only when I know how to defeat the angel will I send the four of you to finish him."

"That is positively evil. Glad to see that this new era hasn't completely given us pathetic villains," War said with a chuckle. Sombra ignored him and went back to studying, searching for the one trump card that would seat him on the throne. It did not matter how many he needed to sacrifice, as long as he obtained total rule, it would be worth it. The day would come when the darkness would bring down the mighty.

{S}

"This has to be the dumbest idea I have ever been a part of," Billy said in disbelief as he stared off the cliff into the forest below. When he had shown up to see what crazy plan the CMC had for them this time, he had been expecting something like hog wrestling or scuba diving. But hang gliding? That was crazy even by their standers. But they had managed to convince both him and spike to join in with them, so there Billy was, standing on the edge of a cliff with three grinning fillies on one side and a dragon scared witless on the other, hang gliders poised to descend off the cliff face.

"This is crazy," Billy muttered for the fifth time that day.

"Will ya stop yer complaining" Applebloom yelled over. "If anything were to go wrong, the angel would show up and save us!" Billy rolled his eyes, hating how right she was. If they did get in trouble, Billy would transform and save them. But he also noticed that she had brought a camera with her and that this would probably go wrong so that the angel would show up to save them, forcing him to reveal his identity.

"Yeah and maybe we'll get our cutie marks as well as seeing the angel!" Scootaloo said with a huge smile.

"If we're not killed first," Spike muttered, looking over the edge in trepidation.

"You won't know unless you...GO!" Sweetie yelled, pushing Spike over the edge. Spike screamed at the top of his lungs as he plunged off the cliff, falling towards the ground. Billy was about to yell out SHAZAM when an updraft caught Spike's hang glider and sent him back up into the skies. Seeing that certain death didn't await them, the CMC dove off the cliff as well, laughing as the wind carried them after the dragon. Billy sighed in relief and threw himself over the edge as well, the familiar feeling of wind rushing through his hair rising up to greet him. He laughed aloud as he sailed over the forest and across the grassy land, smelling the air as he did so. But just as he was beginning to have fun, the wind died down and he slowly sunk to the ground, joining the CMC and Spike on the ground. The girls looked depressed that they didn't get their cutie marks OR see the angel, whereas Spike was trying not to throw up.

"Well that was fun!" Billy said with a huge smile.

"Yeah, but we didn't get out cutie marks!" Scootaloo sighed.

"Or meet the angel," Applebloom grumbled.

"Look, you're both looking at this the wrong way. So what if you didn't get your cutie marks?" They both glared at him as if they would hit him, Applebloom probably would have. "But you got to have fun with your friends and experience something that a lot of other people haven't. I don't know about you, but that's a good day in my book." The CMC pondered this, thinking carefully over what he had said.

"Nah, it's all about the cutie marks." Well, he had tried.

"How about we take a break?" Spike offered, still doubled over and trying to keep his breakfast down. They all agreed and lay down in the grass, staring at the beautiful sky.

"So Billy, what do you think your cutie mark would be if you had one?" Sweetie Belle asked. Billy didn't need much time to think about it.

"A lightning bolt," he said with a smile.

"Why's that?"

"Cause it's cool. How about you, Spike? What would your special talent be?"

"My cutie mark would be a servant’s outfit, because that's all I seem to be good for," he muttered bitterly, remembering how Twilight had dragged him out of bed at five in the morning to have him clean the library for the princesses.

"Aw come on. Your talents got to be something different. Maybe a shield or a blazing claw. You never know Spike. You still have your whole life ahead of you."

"Yeah, I do."

"So any of you know what your special talent might be?" Billy asked the girls.

"If we knew what it was, we wouldn't be looking for them. Duh," Applebloom responded with an eye roll. "And we've tried everything. Roller blading, bowling, heart surgeons." Billy flinched when he heard that one. "None of them seemed to work."

"Have you tried to earn them in anything you're good at?" The question stunned the crusaders as the crushing weight of the obvious came crashing down on them. All this time they had been trying to earn their cutie marks in areas they knew nothing about, instead of what they were good at. That left them with only one problem.

"What are we good at?" Sweetie Belle asked her friends.

"I'm pretty good with my scooter," Scootaloo muttered. "But other than that, I can't think of anything. Thanks for the suggestion though, Billy. It will definitely help us to narrow our search."

"Yeah, you're a good friend," Sweetie said with a smile. "You know, we haven't said this often, but you're really nice."

"Yeah, you are really nice. We should really hang out more," Scootaloo agreed. They both looked to Applebloom, who simply rolled her eyes at their looks.

"Ah suppose yer nice enough, but ah still don't care fer ya," she said in a careless tone.

"Look, if you're still mad at me for calling you crazy, I-"

"How many times must ah tell ya, ah don't want yer apology," she snapped, shutting him up.

"You could try being a little nicer," Billy muttered so that the others could hear. Their talks drifted into different categories, event ending up at the angel, the topic Billy tried constantly to avoid. While Scootaloo saw the angel as a menace, Applebloom immediately spoke up to defend him, giving the different reasons for why he was such a great person.

"So Applebloom, sources tell me that you have a crush on the angel. Any truth to that?" Scootaloo asked with a smile. Applebloom's face turned red, but she was able to recover quickly.

"Ah have no idea what yer talking about. He's a hero that saved me. That's it," she said quickly. Scootaloo rolled over to her front and smiled at Applebloom, not believing a word.

"Oh, really? Then why is your face red?"

"It's not red, it's yellow."

"Fine, forget the last question. But answer this last one for me. Do you respect and or like him?" The other two turned over and looked at Applebloom, curious to see what her answer was. She looked at all of them a little nervously, knowing that the truth was the only way out.

"Fine. Yes, ah respect him. And ah kinda like him," she grumbled, gaining snickers from the others. She silenced them with a glare and went back to cloud gazing, the others trying to prod her for more information. Billy sat there trying to absorb the news the best he could. So Applebloom despised him, yet had fallen for his alter ego? He groaned, knowing that this wouldn't end well. Their talks continued for a while longer, until the sun began to set. The CMC got up and walked off, waving goodbye to the two boys. The two walked back to the house in silence, one thinking about bed, the other about what he was to do.

{S}

"Oh, hi boys!" Twilight greeted them with a smile as Spike looked over in disbelief at what had happened to all his hard work. "Sorry about the mess, but I needed to do some research on powerful titans for Celestia. I couldn't find the one she asked for, though. Spike, do you mind cleaning up? Thanks!" she said as she ran out the door, leaving a still dumbstruck dragon alone with Billy.

"I have to clean this all again!" he said in an angry voice. He let out an exasperated sigh and started to pick up the books, grumbling about how Twilight always stuck him with this kind of stuff. Billy watched for a moment before he walked over to the pile of books and started to pick them up as well.

"Hold on, there's no need for you to help. I've got this," Spike protested.

"Sorry Spike, but friends help each other," he replied with a smile, placing some of the books on the shelf. Spike opened his mouth to argue, but smiled instead and continued to put the books back on, happy to have some help for once. The two continued putting books away, Billy looking at some of the titles with interest. Equestrian Star Patterns? How to Tell a Joke from Sarcasm? Twilight had some interesting reading material. They finally finished placing all the books back on the shelves and they stood back to look at their work.

"I have to admit, that went a lot faster with a friend," Spike admitted with a smile. "Also the fact that you could reach the top shelves helped too. Thanks for your help."

"No prob." The sun had finished setting and the moon was starting to rise. Spike headed back upstairs while Billy headed outside and started to walk around Ponyville. The sun had finally finished setting and the moon began to rise into the sky. He looked around at the town, which was finally recovering from the devastation from Erebus. Twilight had been spending most nights using her magic to repair homes and buildings, a task that kept her out most the night.

"HI!" Billy jumped higher than a normal human could, turning around to find a smiling Pinkie Pie standing behind him.

"Hi Pinkie, please don't scare me like that," Billy panted, holding his beating heart. "What's up?"

"I just wanted to see how you were doing," she said with her smile. "I wish I could throw you a welcome party, but the Cakes home got stepped on when Erebus showed up, so I've been busy helping out. Hope you're not disappointed."

"No, I'm not upset. Thank you for thinking about me though."

"Sure, anything for a friend." There was that word again. Friend. In his two years of living on his own he had never once had someone he could call a friend. Now that he was here, almost everyone wanted to be one. It felt...nice, having those that cared about him, despite him being human. But while they might accept him as a ten year old human kid, they'd probably never accept Captain Marvel. He had to keep that side of him secret at all costs.

"So, how are the CMC and Spike?" she asked him, bringing him back to reality.

"Oh, they're fine. Spike and I get along fine and Scootaloo and Sweetie Belle are nice, but for some reason Applebloom seems to hate me," he said with a sigh. Pinkie put her hoof under her chin and put her thinking face on.

"Hmm, maybe you said something to her that made her mad," she offered. "What did you say to her?"

"Well, I called her a psycho for hitting me, she hit me some more, I asked what was wrong with her and asked did her parents raise her wrong." Pinkie winced when she heard that, telling Billy that's what was wrong. "What, does she not get along with her parents or something?"

"Um, Applebloom's parents kinda of...died a few years ago." And suddenly, Billy was the biggest jerk in Equestria. That's why she got so mad at him, he had not only brought back bad memories for her, he had called her crazy in the process. He had to make things right with her.

"Thanks for clearing that up Pinkie. I...need to go apologize." Billy took off towards the library, planning to tell Spike where he was going before he headed off. He waved goodbye to Pinkie and sprinted to the library, hoping Spike was still awake. He was and after a moment of knocking, Spike let him inside.

"Hey, Billy, what's up?"

"I need to go apologize to Applebloom. Just came by to-" A massive earthquake shook the building, knocking over the two as well as knocking all the books off the shelves. While Spike vented his rage to the heavens, Billy ran outside to see what was going on. The answer blew his mind.

A massive pony with one eye was walking towards the town, it's one eye glowing red. His reaction was nothing compared to Spike's, whose jaw was on the ground. As quick as they could, they ran over to where the massive creature was entering the city. They both watched as the ponies in the town began to flee, screams erupting from the fleeing crowds. The massive pony’s eye glowed red and a blast of heat fired into the city, setting most of the buildings on fire.

"I don't believe it, it's the Cyclops," Spike whispered in terror. "One of the creatures that helped kill the king and queen centuries ago." Billy wasn't sure what he meant, but he did know it was time to act. He was about to call out the magic word, when a blast of magic struck the titan in the side of the head.

"Why do all you freaks keep attacking my home?" Twilight yelled as she barraged the Cyclops with another magic attack. "Girls, we need to show what happens when somepony messes with our town!"

The creature turned it's gaze towards her and let loose it's flames, smashing into the barrier that Twilight threw up and driving her into a building. The situation was getting out of hand fast, as the other Elements joining Twilight in the battle and tried to stop the beast, but where also unsuccessful. Rainbow slammed into its head, doing more damage to her than it. Rarity's gem barrage didn't even gain her the creature attention, neither did Pinkie's party cannon nor Fluttershy's stare. Applejack lassoed the Cyclops’s nose and tried to yank it down. The creature barely glanced at her to fir of its laser, blasting her across the square. It looked down at her with interest, it's eye scanning her and confirming that she was one of the Elements. But before it could do anything, Applebloom ran out into the square to protect her sister.

"Ah won't let you hurt Applejack!" she screamed, staring up at the creature. Her friends tried to motion for her to come back, but it was too late. The Cyclops lifted one massive hoof above the two Apple's, poised to crush them. Time slowed down as Applebloom and the others watched the hoof slowly descend onto the two. She closed her eyes, expecting the end, but a thunderous roar echoed in her ears.

"SHAZAM!"

Thunderstruck

Billy had been watching as the Cyclops lifted its massive leg over the two ponies, prepared to crush them out of existence. But it would never have the chance, for Billy had decided that he had had enough of watching others get hurt. So with a single word, he entered the battle.

"SHAZAM!"

The lightning bolt had barely struck him before he flew at the Cyclops with his incredible speed, landing under its hoof right before it could squish the Apples. He raised both hands and caught the massive hoof in his hands, the ground shattering under the weight. He moved all the Cyclops weight into his left hand and scooped up Applebloom into his right hand. She slowly opened her eyes and, just like last time, her eyes widened at what she saw.

"Are you alright, Applebloom?" he asked her. She only nodded slowly as she looked up at the massive hoof resting over them. Marvel looked up at it to and pressed upwards, lifting the hoof and pushing it off of him. The Cyclops stumbled back and looked at Captain Marvel in confusion.

"I was not told that there would be a creature with such strength," it said in a low, booming voice, its one eye focused on Marvel, "but you are no match for me." The Cyclops fired off another beam of heat at Marvel, who swung his cape around himself and Applebloom, protecting them both of them as the flames rolled off his body, burning him a little. Marvel gritted his teeth as the pain trickled through his body, hoping that none of the flames were hitting Applebloom or her sister. When the fire stopped, he swiftly flew over to Applejack and grabbed her, flying the two ponies over to Twilight.

"Watch over them for me," he said to her quickly before flying back over to the Cyclops and avoiding Twilight's questions. Twilight watched him go with a frown on his face, but Applebloom had more of a confused look as she watched him fly off. He flew up to the beast's face, eyeing it in it's...eye, amazed by its size. The creature was taller than all the buildings and towered over the town, the tallest building coming up to its shoulders. The Cyclops was a bluish yellow, but it’s one eye glowed red. It had no cutie mark, but Marvel was more focused on its head at the moment.

"What do you want?" Marvel yelled out to the Cyclops. The ponies answer was another blast of fire that knocked Captain Marvel into several buildings, bringing them down as he passed through them. He landed in a small carrot stand and knocked it over, scaring away the ponies there.

"Ugh, this guy's a lot stronger than the last guy I fought," he muttered as he got up and brushed some of the rubble off his suit. He slammed his right foot into the ground and used the momentum to launch himself at the Cyclops, flying through the air and delivering a devastating left hook when he got close to it. The force of his punch knocked the Cyclops’s head to the side and practically bowled him over. The Cyclops’s just barely managed to remain vertical. Marvel flew back around and slammed into the Cyclops’s side, this time knocking him over and toppling him onto the residential section.

"Whoops," Marvel muttered as the titan began to pull himself back up, scanning the rubble for any ponies that might have been trapped underneath. Much to his dismay, not all of the elder ponies had managed to make it out of their homes in time to avoid the collapse of the Cyclops, meaning that they were trapped. Marvel smashed the Cyclops in the face to knock him off balance and then quickly flew down to help rescue some of the elders. Marvel landed next to one that had been trapped under a beam and quickly tossed the beam off, allowing the pony to move.

"Are you alright?"

"I can't move my legs!" the old colt yelled, trying desperately to move. Marvel scooped him into his arms and flew him over to where he had dropped off Applebloom, placing the pony into Twilight's care. Marvel went airborne to rescue the other trapped ponies when a blast of heat vision consumed him again and threw him across the skies of Ponyville. He managed to regain his balance this time and tore back towards the Cyclops, delivering seven good shots to the head to keep him dazed. After giving him an uppercut so mighty that Superman would've felt it, he flew back down to the other elders trapped in the rubble. He rescued two more that had stayed alive by hiding under a stone table, while another he had to dig out of a debris pile. One he was too late to save. He had scooped another old couple into his arms when he felt a wave of heat heading towards him. He turned around in time to see that the Cyclops was once again trying to attack him. The attack was too close to dodge and he wouldn't be able to shield the two ponies with his body. They were dead.

And then the unbelievable happened. Marvel had gone to throw his body over the old ponies when a purple shield wrapped itself around them, protecting the three from the oncoming blast. Marvel looked over at Twilight, who was using her power to protect not only the two elders, but also him as well.

"Well? Are you going to move or WHAT?!" she yelled at him, her barrier beginning to falter. With the speed of lightning Marvel moved the two just as the barrier collapsed, the beam striking where they had been standing a moment before and turning the ground to a molten pool of magma. He landed next to Twilight and handed the elders over to Fluttershy, who was helping them with their wounds.

"You're actually helping me?" he asked her in disbelief.

"Don't get too used to it, I still don't like you or your methods," she said with a frown before looking back to the Cyclops. "But we have a common enemy at the moment and you probably know how the old saying goes."

"The enemy of my enemy is my friend," Marvel said for her, smiling that the fact that they would be fighting together. The Cyclops fired off another blast that was aimed straight for where the children and elderly had gathered, Marvel flying into its path to intercept it and being knocked right back down, but managing to protect them.

"I've never seen an angel get its butt kicked before," Twilight muttered in an amused tone.

"I'm not an angel, I'm Captain Marvel," he said as he got back up, rage slowly building. He was fine with getting hit a little, even getting kicked around. What he wasn’t fine with was an opponent that tried to harm children or the elderly to try and beat him. Yes, he was a good guy, but Billy had his rules. And the Cyclops had just broken them.

"Make sure no other ponies get hurt. I can't fight at full power if I have to worry about civilians," he ordered Twilight, ascending back into the sky. He brought his right fist back and gritted his teeth in rage, aiming to knock the Cyclops’s head off. But the Cyclops wasn't just a one trick pony, as he demonstrated when Captain Marvel got close. He fired off his beam, but this time closing his eye when he did so, letting the power build under the eye lid. Right before Marvel could crack his skull, Cyclops’s opened his eye and let the built up power out in one big blast, devastating any buildings that were still standing and launching the Captain backwards, smashing him right into Sugar Cube Corners. Marvel groaned and slowly stood up, trying to stop the world from spinning.

"Ugh, didn't know he could do that. Darn, this guy is a lot stronger than Erebus ever was," he muttered to himself, taking a few stumbling steps forward and leaning up against the wall to regain his balance. "I need to find some way around that eye, but what? Poking it out would be my best bet, but I don't know how the ponies would like that. The lightning bolt would also be another option, but that might kill him and I know how most of them feel about that." Marvel shook his head and took back off towards the fight, telling himself that he'd have to figure out something on the fly, he was needed at the moment. He returned to the battle in time to watch Twilight get blasted into a wall, her purple barrier barely holding up. Marvel flew under the Cyclops’s chin and uppercutted him with a massive blow, toppling the giant onto his back. He then flew up high in the sky and turned around, heading back down into the Cyclops’s stomach, practically shattering his ribs. A glance from the titan knocked Marvel back over to where Twilight was flying, panting heavily and covered in bruises.

"You don't look too good," Marvel said to her, pointing at all the injuries. She spat out a little blood and cast a spell on herself, healing up a majority of her wounds.

"Well there isn't a scratch on you, yet you've been hit more than anypony. How do you do it?" she asked with a tired smile, trying to keep herself conscious. Before he could answer the Cyclops began to attack with a new trick. He would fire a blast at them so they would shield themselves and then quickly fire another blast towards where the civilians were being kept, forcing Marvel to fly into the blast to protect them, slightly damaging him. He knew the damage would add up over time and he needed a new strategy.

"Keep him busy and get ready to throw up a shield." Marvel flew under the belly of the beast and looked up with a smile. "SHAZAM!" Just like with Erebus, when the lightning bolt came down it connected with the Cyclops, causing the titan to cry out in pain and drop to one knee, the hair on his back scorched.

"SHAZAM!" The next bolt pierced the skin, bringing the Cyclops down on all knees, breathing heavily and in pain. Captain Marvel swung his fists back into the beasts under belly, cracking any ribs that weren't broken and finally tolling the giant. "That has to be it," he muttered, scowling as the titan began to pull itself back to its feet.

"You are indeed strong, Marvel. But you are a fool if you believe that I am defeated," Cyclops roared, closing his eye and beginning to charge power for the second time. But Twilight had been waiting for him to do this again. So while he focused on charging his power, she wrapped his head in a sphere of magic. When he opened his eye, the energy erupted into the sphere, which trapped it and forced it back upon its master. The blast back burned the Cyclops’s face and eye, blinding him completely. While he was blinded, Marvel swung up underneath of him and finished off his remaining ribs, bringing the titan down for the final time.

"Yes! He's finally down," Twilight said with a weak smile, trying to remain airborne. Captain Marvel flew down next to the Cyclops and put a foot on his head, pressing down slightly.

"I have underestimated you. You are clearly worthy of the title of angel," the Cyclops said in a voice filled with pain, looking up at the lightning bolt on his chest. "Descended from on high in a strike of lightning to save the world. He was right in your description."

"Who was right in describing me?" Marvel asked, putting more pressure on the face. "Somebody here already knows about me? Answer!" he said with a bit more force, putting even more pressure on the Cyclops’s face and causing the titan to flinch.

"Enough. Hurting him won't get the answer out," Twilight said sternly, pushing the Captain back with her wing. Marvel chuckled to himself at the pain won't get the answers out. Oh if only she could meet Batman she would see just how wrong she was. Twilight walked over to the Cyclops and cast a spell on him, causing his one eye to grow dark and his face assumed a peaceful look.

"What are you doing?" Marvel asked her.

"Scanning his mind. I hope to find some information on who sent him here to deal with you," she muttered, concentrating all her energies onto scanning the Cyclops’s mind. While she did that, some of the ponies that Fluttershy had been taking care of, along with the CMC and some of the Elements, walked over to Marvel and began to thank him.

"You're incredible!" Scootaloo exclaimed, looking up and down at his outfit as Marvel floated over to them. "Dressed a bit weird, but you were still awesome! I've never seen anypony so powerful, that guy was like...twenty feet tall and you still tossed him around like he was nothing!"

"Yeah, that was super cool! You're like a...superpony or something!" Sweetie agreed. A lot of the other ponies agreed with the two fillies, he even got a nod from Rainbow Dash. Only Applebloom kept her distance, looking at him with a confused look on her face, like she was trying to put something together. Before she could ask him anything, one of the older ponies walked up to him with a confused look.

"Why is that monster still alive? Finish it before it has the chance to get back up!" he ordered, trying to pull Marvel over to the Cyclops. "That's what you do, right? Finish him!" Marvel looked around as more and more of the wounded ponies began to chant for him to kill the Cyclops’s, almost forming a riot. But before anypony could do anything else, Twilight screamed and leapt back from the Cyclops, who had a smile on his face and was glowing with a dark power.

"It was a good attempt, but I programmed myself to self-destruct if my mind was ever tampered with by coursing my power through my body," he coughed out with a smile, the dark energy flowing from his wounds. "I did not wish to destroy the entire town, but it is an acceptable outcome as long as I bring the angel with me. So...die." Marvel was the first to react, flying underneath of the Cyclops body, pushing his pulsating body into the air, climbing higher and higher while getting farther from Ponyville. He burst through the cloud cover and into the light of the sun, just as the Cyclops body reached critical mass.

"Sacrificing yourself to save the town and the ponies. How...noble," Cyclops said with a sneer, closing his eye as his time came and his body couldn't hold the energy any longer. He erupted and unleashed all the built up power, consuming Marvel in a hell storm of power and fire. He screamed as the power burned his body, the magical properties of the Cyclop's magic messing with his powers, making Marvel switch back and forth between Marvel and Billy. As Billy/Marvel fell to the earth, he managed to watch as the ground started to get closer and closer. He prayed to someone that he would land Captain side up and closed his eyes as he fell into the forest below him, sending up a huge dust cloud when he impacted. After a few minutes the dust died down, with the forest being the only witness to what had happened.

{S}

Sombra watched as the angel fell to the forest floor, notebook in his hoof and a smile on his face as he watched the child be the one to enter the forest head first, not his invincible angel form. He laughed aloud to himself as he watched the dust cloud kick up from the impact, practically telling him that the child had not survived the landing.

"It seems that the angel was not as strong as you believed," Death whispered with his sickly voice into Sombra's ear. "Now nopony will be able to stand up to us and our conquest of Equestria."

"Maybe," Sombra muttered, looking at the orb with an uncertain face. Yes it had looked like that the angel had died in the crash, but it was possible that he had switched back at the last second, which would mean that he had survived the fall. Sombra decided that the second was more likely and continued his search through the massive tome, looking for a certain spell.

"With him gone, does that mean that you will finally let us out of our prisons?" War asked in an impatient voice, flying around Sombra's head. "We have been imprisoned here for nearly five hundred years without food, water or sunlight! I cannot wait much longer!"

"Patience, brother," another voice whispered, barely audible but he still silenced War immediately. "You know that Sombra in his weakened state cannot release us for a while, so we must be patient and wait for him to recharge."

"Thank you, Famine. Glad to see that somepony knows how to stick to the plan," Sombra muttered, going back to his book. But before he could get invested again, a breeze blew through the chamber, breaking his concentration again.

"You fool! You got lucky with Erebus and the Cyclops, but if you release the other four, there will be no kingdom left for you to rule!" the voice of Star-Swirl said from behind Sombra, taking his ghostly form.

"You're still here, Star-Swirl?" Sombra asked, annoyed that this ghost just wouldn't seem to go away. "What does it take to keep you dead? I blasted you, banished you; even trapped you in your own book and yet you keep coming back. What do you want?"

"What I want is for you to stop this nonsense! If you release the last four of the trapped ponies, none of Equestria will be safe! They will destroy everypony, including you!"

"I am tired of your ramblings, old colt. But before I destroy you again, maybe there is something that you can do for me," Sombra said with an evil grin, walking over to where the apparition was and holding his tome to his face. "Perhaps you can tell me where you hid the information on the magical word known as...Shasam?" The ghost's face got even paler and he backed away from Sombra.

"I-I know not of what you speak. The word Shazam or of its powers."

"Oh I think you do," Sombra whispered with a small chuckle, pressing his attack. "For I purposely mispronounced it and you happened to say it correctly. And if you knew nothing about it, then why did you know of its magical properties?" Sombra had trapped the old ghost, who still refused to answer. Sombra sighed in defeat and walked away from the ghost and sat back down on the floor. "I suppose I can't physically make you talk, but I can threaten you."

"Ha, what could you possibly threaten a ghost with?"

"The death of those ponies that you fought so hard to protect. When I release the four, and believe me I will release them, I will promise you that they will not kill all the ponies...or your great-great granddaughter." Sombra nailed him and he knew it as he watched the colt's face turn the whitest it could be for a ghost.

"You know...?"

"I know. So what's it going to be, oh great wizard?" Sombra asked, holding out the book once more. Star-Swirl wanted to fight, but Sombra held the superior hand and he knew he was beaten.

"Hold the book upside down and go to the pages on magical fire. There you will find what you seek."

"There, that wasn't so hard, was it?" Sombra asked with a wicked chuckle, laughing even harder when Star-Swirl closed his eyes in disgust and vanished, leaving Sombra with the voices and the spirits.

"I just love how evil you can be," Death whispered once again. Sombra ignored him and flipped to the pages the wizard had spoken of, flipping the book upside down and beginning to read. As he learned more and more, the more his face fell into a frown. This was not what he had been expecting.

"It seems that my initial plans for the angel will not work. The power of Shazam will only work on one who is chosen to receive the powers, meaning I can't steal them from the boy. However, it seems that there are many ways to keep him from receiving those powers as well. That is what I must aim for."

"I realized that you seek revenge, but you seem to be more determined than other villains to gain it," Famine said with a smile. "What did they do to you that was so bad?"

"I was a king! A king that ruled all of the Crystal Empire! But then the princesses with those Elements showed up and kicked me off my throne. I will rule with an iron hoof and once again show why I must be on the throne!" he roared in rage, going into a rant about how good the times used to be before the princesses defeated him. While he ranted, the three shadows met in the corner of the room chuckling to themselves.

"He is so easy to fool," Death whispered to his brothers.

"He will be easy to crush once he releases us," War agrees. "I can't wait to see the look on his face when we burst from the stone and cut him down.

"As fun as that would be, I believe that we should go ahead with his plan and destroy the Elements first. They are what imprisoned us in the first place," Famine suggested to his brothers.

"And why would we do that?" War growled.

"Because I said so. You're not going to try and disagree with me, are you?" Both of the other shadows slowly moved away, feeling the air change a little. Even Sombra looked back over at the three, wondering what they were talking about. There had been no threat in Famine's voice, no malice. Yet his two brothers knew him well enough to know what he was saying and that they were treading dangerous waters.

"O-of course not, I just wanted to know for sure," War stammered.

"That's good, I hate it when we don't get along," Famine said with a laugh that sent shivers through the other two. "So it's agreed, we go through with Sombra's plan and then betray him. Agreed?"

"Agreed!" the other two shouted together. Unknown to any of them, Sombra had actually tuned in on their conversation and had already formed a plan to counter theirs.

'So they plan to betray me, do they? Heh, I guess I will have to destroy them as well. But not before they destroy the Elements for me. This will be a very beneficial, yet short, partnership.' He chuckled to himself as he finished reading up on the Shazam power, feeling happy for the first time in a long time.

Road to Recovery

He was dreaming again. Billy opened his eyes and found himself in a place he had never been, a city made of the whitest marble and with statues of alicorns everywhere. It looked to be a grand city, with tall buildings and the feeling of class everywhere. He believed that Twilight had called this place Canterlot, capital of Equestria and one of the most glorious cities in all the land.

And he was watching it burn.

Billy looked around at the once great city in terror, seeing the bodies in the pools of blood, the charred ponies that couldn't escape the fire and the rubble that was all that remained of the buildings. He began to run through the streets, calling out for anyone to answer, running past the corpses without trying to look at them. Then he found the others, found them just like all the other ponies: dead. Celestia, Twilight, Spike; all of his friends lying dead in front of him. All the ponies that he had failed to save, those who had needed him and were now dead. Yet that mentally scarring image was not what terrified young Billy the most. What scared Billy was the beast standing in the center of all the death and destruction, a creature that haunted his nightmares. The ten foot, grey skinned and bone bladed creature that was known around the multiverse for killing Superman. Doomsday.

"SHAZAM!" Billy cried out, but to his dismay nothing happened. All his cry did was alert Doomsday to his presence, the monster turning towards him and moving his way, an evil grin on his face. Billy cried out again and again, but there was still no flash of lightning nor sound of thunder, only the sight of the behemoth moving towards him. Billy slowly backed up, wondering what he was going to do when he heard a familiar voice.

'Unless you can learn the greatest magic of all, you will fail to beat the oncoming Armageddon.'

Billy could only watch as Doomsday walked right up to him, towering over the child as he backed away slowly, fear preventing him from moving at all. He could only watch as the monster lifted one arm over its head, a small smile spreading on its face. Doomsday then swung his arm down and Billy's dream faded to black.

{S}

Billy's eyes snapped open and he sat straight up, immediately regretting it as pain raced through his chest. It was worse than the time he had been impaled by Wonder Woman’s sword a few years back, nearly making him cry from the intensity of the pain. He looked around through the tears in his eyes and realized that somepony had brought him back to Twilight's library, even bandaging him up a bit. His body was cut and bruised, but most of the wounds had been cleaned and he had a bandaged wrapped around his chest. He tried to sit up again, this time gaining the attention of a dragon sleeping in the corner of the room.

"Billy! You're awake!" Spike said sleepily, standing up and running over to him. Billy tried to sit up, but Spike pushed him back down into the bed.

"You need to rest," Spike said in a whisper, looking back at the door, making sure that he hadn't been overheard. "I watched as you fell to the Everfree forest and managed to drag your body out of the crater before Twilight and the others found it."

"Urg...you managed to get to me before an alicorn and the fastest flier in Equestria?" Billy asked, a bit impressed.

"No, they were too busy protecting the town from what remained of the Cyclops when it crashed back to earth. When I found you, you were in your angel form, but you changed back for some reason." Billy had been having that problem after the explosion, but he had just assumed that it had been a short time effect. But had that explosion truly fried his powers? Could he no longer transform back into Captain Marvel at will? "I told Twilight that I found you under a pile of bricks. I think she believed me...what are you doing?"

"Stand back Spike," Billy muttered, placing a hand on the bed post and pushing himself back to his feet, biting his lip so he didn't cry out in pain. "I need to try something."

"But if you transform here, then the others will know that you're, well, the angel," Spike protested, placing a hand on Billy's arm. "And you've worked so hard to keep that secret. Also, will the lightning bolt hurt you if you're not at one hundred percent."

"The opposite actually. The lightning normally heals me, but I've never tried it when I was messed up," Billy said with a shrug and a smile, motioning for Spike to back up. He planted both feet into the ground and tossed his head back as he yelled, "SHAZAM!" He stood there for a minute, waiting for the lightning bolt that never came. Spike crawled out from under the fort of pillows he had made and looked around with a confused look.

"Um, does that usually happen to you?" he asked nervously, looking at the ceiling cautiously.

"No, this has never happened before. Yeah, sometimes it hits another object or something, but there's always the boom of thunders and usually a lightning bolt. This...is bad," Billy muttered before collapsing on the ground, his stamina running out on him. Spike rushed to his side and helped lift him back up. "And without it, I can't instant heal or transform." Spike set him back down on the bed, where Billy looked into his hands, trying to figure out what the problem was.

"Can I help in anyway? We have a huge assortment of books downstairs and I'm sure one of them might have the answers," Spike offered, not wanting to see his friend suffer anymore. But Billy shook his head with a smile.

"Thanks for the offer, but this is my problem. I don't want you to get mixed up in this business, especially since it seems someone's got it out for me." Spike opened his mouth to complain, but he looked at what had happened recently and figured that Billy was just trying to help him.

"So, you said that lightning can heal you, as weird as that sounds. What other powers do you gain from the lightning?"

"Well, Shazam was the name of the great wizard that gave me my powers, which are, usually, activated just when I say his name. Normally I get the wisdom of Solomon, the strength of Hercules, the courage of Achilles, the power of Zeus, the durability of Atlas and the speed of Mercury. Along with that I become immune to almost all magic, grow about two feet and age thirty years, not to mention gain the outfit that you see me in."

"Wow, that's a lot of power for a kid to have. So why did Shazam give it to you?" Spike asked in wonderment, moving in closer to the bed so he could hear more. Billy let out a pained sigh and lay back down on the bed, going back into memories past.

"He gave them to me because his previous champion, Black Adam, fell to the seven deadly sins and abused his power. I was told that I was the only person on the planet with a pure and incorruptible heart that was worthy of having the power of Captain Marvel. So I was given the power and Shazam was crushed under a rock."

"How'd a powerful wizard die from getting crushed by a rock?" Spike asked with a small laugh, which stopped when he saw Billy's crestfallen face. "Sorry, were you close to him?"

"Not really. He was killed by the rock because he chose to die in order to atone for his sins of bringing Black Adam into the world, who I had to fight only a few minutes later. I wasn't even told how to activate my powers," Billy said with a sarcastic chuckle, telling Spike about messing up his first super hero fight. The fear as Black Adam tried to kill him, the awe as Superman and the Adam battled it out in the center of his city. The power that flooded through him when he discovered that saying the wizards name transformed him, as well as the embarrassment when he found out that saying the name a second time would change him back to normal, even in midflight.

"Wow, it sounds awesome to have all that power," Spike said with a huge smile. "You could probably do whatever you want, can't you?" Billy shook his head with a frown.

"No, I was given these powers to help protect others and to keep the world safe. To use them for my own purposes would be the ultimate betrayal of Shazam," he said with a stern face, saying what it meant to be a hero. Then he gave Spike a small smile. "Of course, sometimes I use it when I miss the bus for work." Spike laughed at his joke even if he had no idea what a bus was.

"Actually, I have one more question. From what you've described, your world doesn't have talking ponies, so why weren't you surprised when the ponies here talked?"

"Spike, in one day I went from a regular kid to essentially a god that was battling an equally powerful god next to an alien across the skies of a city. I stopped being surprised by weird things a long time ago."

"Wow. By the way, I wanted to thank you for being a good friend....and saving my home as well as my friends."

"That's what friends do, we help each other out," Billy said with a smile.

"Then let me help you," Spike pestered once again.

"No."

"Why not?"

"Cause."

"Fine," Spike grumbled with an eye roll, learning about Billy's stubborn side. He hoped off the bed and walked over to the stairs. "I'm going to get Twilight, she asked me to get her when you were able to speak. She had a few more questions for you." Billy nodded and Spike left to find Twilight. Billy lay on the bed lost in thought, letting the grief that he had keep inside out for just a minute. Tears rolled down his face when he thought of the ponies he had failed to save, even Cyclops. None of these ponies deserved to die, but he couldn't save all of them. Why? Why couldn't he save them all? He was practically a god, he should be able to do better, be faster or stronger. Yet he had seen the bodies and watched Cyclops’s kill himself in Billy's arm. Why?

'Because while you may have the body of a god, you are still a child on the inside and must learn that you cannot save everypony.' Billy quickly sat up, but his body reminding him that he was not healed even faster. He groaned and looked over at the silver mare when he could see through the pain. She was standing in the doorway, looking at him with an interested face from what he could see from under her hood.

"You again?" Billy asked, sitting up as the mare walked over to him. "And what do you mean learn that I can't save everypo-everyone?" She did not answer right away, instead started looking over at his beaten body, shaking her head when she came across a wound or cut.

'Even Celestia, with her ability to move the sun and control the planet, cannot save everypony. She has been alive long enough to know that you cannot make everypony happy, that sometimes you have to make tough choices.' Billy watched her closely, realizing a few things. The first was that she was not breathing, that her body stayed perfectly still as she slowly moved her head. The other was that he could sort of see through her, as if she was only half there.

"I may not be able to save everyone, but I can darn well try!" Billy said defiantly while sticking out his chest, immediately reeling back as more pain coursed through him. The sliver mare looked at him with interest, impressed by his desire to help.

'You say that you will try to save everypony, yet you struggle with the concept of killing. How can you hope to save everypony if you cannot decide whether you wish to spare or finish?' Billy wanted to argue, but he knew that she was right. He was struggling with whether he should still let his enemies live or if he should end them to save others. But how did she know that?

"You seem to know an awful lot about me, even though I'm from another world. How?"

'Indeed I know much about you. I know that you are human, that you are parentless and that all you want is to be accepted,' she said in a cool tone, keeping any emotion from her voice. 'And yet you push away those who wish to help, like Spike, who only wanted to help his friend. Why?'

"Whenever someone tried to help me, it ends up badly for the other person," Billy muttered, thinking back to what had happened with Shazam. "I won't let anyone get hurt on my account. But you still didn't answer my question," he said with a suspicious look.

'You are right to be suspicious. And to answer your next question, it is my fault that your teleporter broke down and that you were brought here in such a manner. I apologize for that.'

"Your fault...fine, I was heading here anyway, but why did you break it?" Billy asked, not liking that he was getting more questions than answers.

'It seems that I was trying to use my magic to open a portal at the same time you were trying to teleport to my world and the two overlapping portals caused a malfunction to your teleporter.'

"Wait, you were trying to bring me here? Why?"

'Actually, I was trying to summon the one called Superman for help, but you were caught in the temporally rift.'

"Makes sense, Superman is usually the one who gets calls for help," Billy said with a small shrug.

'Do not take it the wrong way. I was merely saying that Superman was who I had intended to help us, but you are just as welcome to help in his place.'

"Why did you need me, or Superman, anyway?" Billy asked, wondering what was going on.

'As you have seen, many ancient evils have re-awakened. I needed somepony...someone with the power to stop them. You Billy Batson, are who I have brought to help us.'

"Well I'm sorry to disappoint, but at the moment I'm powerless to stop any more of those ancient evils that are coming back. You'd be better off trying to bring Superman here," he said with a scornful chuckle. "Without my powers I'm nothing." She shook her head and walked up to Billy, moving her hood slightly so Billy could look into her eyes.

'The powers do not make the hero, despite what you may believe. When you find something to fight for again, I am sure your powers will return.' Any comment that Billy was about to make was interrupted when the library door opened and the sound of hooves running up the stairs to the room. Twilight opened the door to his room and walked over to him, passing through the silver mare without a second thought.

"Glad to see you're up," she said with a huge smile, trying to hide the bags under her eyes. "I've been up for days worrying about you!"

"Days? How long was I out?" Billy asked in confusion.

"Three days at least. I was scared out of my mind when Spike dragged you to the library. You looked like you had been caught in an explosion. It was scary for a few hours, we weren't sure if we were going to lose you or not. But you pulled through and have been sleeping ever since." Wow, he had really been out for that long? Billy stood up with some help from Twilight, his stomach rumbling for the first time since he had woken up.

"Seems like you're hungry," Twilight said with a small chuckle. "Come on, Spike's cooking us up something downstairs, let's go eat." She helped Billy to hobble out of the room and to the top of the staircase, where he paused and turned his head around to face the silver mare, who had been staring out the window.

'What will you fight for?' was all she said before she vanished without a trace. Billy looked at the spot where she had vanished, thinking about what she had said before letting Twilight help him down the stairs. What did he fight for? He fought for the ponies, for all who needed him. Was that not enough? What reason could he need?

{S}

Billy walked down the stairs with Twilight to find that Spike really had been cooking and to his surprise, it actually smelled pretty good.

"Hello you two! Just sit yourselves down and I'll have the food out in minute!" Spike called over to them, balancing on the top of a stool while flipping pancakes and balancing a dish on his head. He flipped the pancakes onto his head and started filling up glasses with apple juice, which he also managed to balance on his head as well. He hopped down with an impressive leap while keeping the glasses rom falling when he landed, walking over to the two in a zig zag pattern to keep the plate balanced.

"Wow," Billy and Twilight both muttered as Spike spun the plates off his head and onto the table in front of them, doing a little flourish to spin the drinks onto the table as well.

"Enjoy," he said with a slight bow. Billy dug his fork into the pancakes and tried some, stunned by how good they were.

"Wow Spike, you're a good cook," Billy said with approval, polishing off his plate in a few seconds, much to the amazement of Twilight.

"You sure eat fast," she muttered, watching him down the apple juice in one gulp.

"That was good Spike. What were the pancakes made of, they tasted a little different?"

"Oh, I used hayseed pancake batter and mixed in some herbs that help boost a ponies stamina and health," Spike said with a smile, showing him the box for the batter that had hay and seeds on the front. Billy looked at the box for a minute before he stood up out of his chair and walked out of the library, where retching sounds could be heard coming from him outside. Twilight gave Spike a look who shrugged in response as Billy walked slowly back in, clutching his stomach and his face a slight shade of green.

"You feeling alright, Billy?" Twilight asked with concern. He slammed his head onto the table but still gave her the thumbs up, which she took as a sigh saying he was fine. "Sorry if you don't like hay, our local expert on humans isn't here and it's mostly all I've got. That begs the question, what do humans eat? In fact, what are most humans like?" Billy had to repress what he had just eaten in order to open his mouth to answer.

"Humans...urp...for the most part can eat a variety of things, fruits, vegetables, meat, dairy and sugar are what most eat. We can also eat some artificial stuff. None of its health but it tastes so good!" It was Twilight's turn to practically throw up at the mention of a creature eating another, something that went against every belief she had.

"You don't eat gems?" Spike asked. "Well, there goes my plans for lunch, but I guess I can whip up a salad or something. Hold on." He hopped of the chair and headed back over to the kitchen while Twilight tried to regain her composure.

"Okay, that disturbing fact aside, we have a few things to do today. Now that you're able to move around, I was hoping that we could go to Rarity's and get you some new clothes," she said with a smirk.

"What? What's wrong with my clothes?" he asked, looking down at the torn fabrics and shredded outfit. "Oh, right."

"Alright you two, let's get going. You know how Rarity hates to be kept waiting," Twilight said with a smile, walking over to the door and indicating for the two to follow her. Billy walked after her along with an excited Spike as they headed off for Rarity's, wondering what would happen.

Last Chance

"You should be focusing your powers into freeing us instead of burying your head in that book," a slightly mad War said to Sombra, who was looking through Star-Swirls book on lightning while writing down multiple ways to deal with Captain Marvel and the Elements of Harmony. "There would be no need for these plans if you just let us loose upon the town! We would decimate that hero and the Elements in a matter of minutes!"

"I agree with my brother," Death hissed into Sombra's ear. "We are the greatest threat known to Equestria in over a thousand years! Even Discord would be no match for all of us at our full! And without the old king and queen to stop us, even the Elements would be nothing!" Sombra sighed in annoyance at the constant talking, unable to concentrate on his current endeavors. He spun around and started to chew the two out.

"Will you two please shut up!? I need to find a way to defeat this Captain Marvel before we enter the final push against the ponies and their hero! If we don't have a plan for the both of them, we all may end up in stone...or worse," he muttered angrily, thinking about what it would be like to be trapped in stone for eternity. He turned to his book only to find Famine's spirit floating over his book. After he had a minor heart attack and had fallen over, he scowled at the spirit and tried to move him out of the way.

"Why do you insist on bothering me?"

"Because Sombra, you are the only pony in the world that wants us free and the only pony with the skill to do it," Famine explained in his silky voice, "My brothers are just impatient. They have been trapped for so long that they have lost whatever remained of their patience and seek to do what they do best: destroy." Sombra slowly backed away from the smiling spirit, not liking the look in his eye. Famine was always the calm one of the three, but for some reason he was more terrifying than the other two combine. He pushed his way past the spirit and sat back down next to his book, trying to get his mind back into his work. However, the spirits weren't done with him just yet.

"So, have you decided when you will free Pestilence's spirit?" Death asked with interest.

"For the last time, your last brother has powers that have a much graver effect on me than the three of you! His plagues will probably kill me before I have the power to unleash even the one of you. And I'm sure that you don't want me to die and leave you trapped for another five hundred years?" Sombra asked with a dark smile.

"You have made your point. Yes, Pestilence maybe one of our stronger brothers, but has a severe lack of control," Famine said with a sigh, memories of battles and accidents past running through his mind, hundreds dying from his brothers power. "For the time being we will keep our dear brother incased...for the time being. But you know that we will need him in order to defeat our foes."

'And by foes you mean me as well as the Elements...and me,' Sombra thought to himself, still very aware of what the three were planning. He knew that they would turn on him the moment that they had beaten the Elements and the hero, probably planning to rule the world, or destroy it, as a family. But Sombra had already created a plan to dispose of them while forwarding his own plans. It would be risky and there was only a fifty percent chance that it would succeed, but it was a gamble worth risking. But before Sombra could get back into his book, another distraction popped up to keep him from his work.

"Sombra..." a very weak voice said from the shadows. Sombra and the three spirits looked over to where the voice had come from and found to their surprise that the voice belonged to Erebus, who had dragged himself in through the door. He looked awful, with wounds covering his scorched and charred body. He looked as if he could barely stand and hobbled over to where Sombra was slowly, every step seeming to hurt him.

"Sombra...I've returned," Erebus managed to say weakly, almost collapsing at Sombra's hooves. "Please...help me..."

"And why should I do that?" Sombra asked with a sneer, looking down in disgust at the wreck of a pony that lay in front of him.

"Because...I can still be of use," Erebus begged, trying to get vertical again. "Please, grant me even more power." Sombra looked down at him with disgust, weighing his options. He hated those that failed him, hated them almost as much as the Elements of Harmony and the hero. He would love to just strip the dark pony of the energy he had given him and be done with it. On the other hoof, if he played Erebus properly he might be able to gain more information on the hero and Sombra preferred as much information as he could get.

"I will restore your power, but first you must tell me something of use," Sombra said with a stern tone, narrowing his eyes. "What happened to the hero? I could not see what became of him."

"Yes, I know what became of him! I watched as he fell from the sky and crashed into the forest floor. His powers are in some sort of flux. He can no longer keep his hero form it seems!" That was very good news for Sombra, eliminating one of the obstacles to his domination.

"Are you certain of this information?" he asked in a whisper.

"Yes, I saw it with my own eyes! His powers are no longer in effect."

"That is some good news...very well. I will give you back your strength. And maybe a little extra," Sombra said with a slight chuckle, unleashing his power and consuming Erebus in a wave of darkness. Erebus screamed as the dark magic not only began to repair his body, but began to change his form as well. He howled in pain as spike's shot through his skin and as his body began to expand in size, muscles growing to unnatural sizes. When the transformation finally ended, what was left of Erebus opened his eyes, showing only white.

"Wha...what did you do to him?" Death asked terrified, waving his hoof in front of the monsters eyes.

"He wanted me to grant him even more power, so I did," Sombra said with a dark chuckle, looking at his masterpiece with a smile. "He is now twice as strong as he was before and as an added bonus, he no longer has a mind to think with, meaning that he will only listen to what I command! Erebus, kindly go to Ponyville and finish the Elements of Harmony. Also, if you find that hero, crush him as well." The beast that was formally Erebus let loose a roar and vanished into the shadows, heading off into the darkness. Sombra watched him go with a chuckle while the three spirits looked on in wonder.

"I did not know that you could do that," Famine muttered aloud. "Why did you not do that to Cyclops’s when he battled the hero?"

"Ha, do you take me for a fool? The Cyclops would be too powerful to control. Besides, it not like I expect him to win even with these new powers. He will simply weaken the ponies even further, so when the four of you strike victory will be assured." Sombra walked back over to his book and resumed his studies, leaving the three spirits to themselves.

"Sombra is a lot more powerful than we gave him credit for. I hate to think what he would be like with his horn," Death muttered.

"He's still wouldn't be a threat to us," Famine said with a smile. "Besides, it's like he said. If Erebus doesn't finish them off, they will still be far too weak to do anything. Plus, the angel is now out of the picture, meaning we've already won."

"Agreed. The only reason we were defeated all those years ago was because the two princesses’ father and mother sacrificed themselves to seal us away," War muttered, remembering the battle with a smile. "Oh I can still remember their faces, such terror and hatred." The three chuckled at the memory, thinking about when they used to rule. While they did this, Sombra smiled to himself, finally finding the information he had been seeking. The final card to play against Captain Marvel. He had discovered a way to not only take Marvel's powers away permanently, but he had also found a little something else as well. The only downside was that the spell he needed would take days to master. But he had waited a while for his chance at revenge. He could wait a little more.

{S}

Billy had seen Rarity's Boutique once before, but the last time he had almost been blasted through it by the Cyclops. The place was exactly what he expected when he thought of a fashion designer. Big, loud colors and had in the windows what he assumed was the latest fashion. Looking at the outfits, he was hoping that Rarity wouldn't try to put one of those...unusual suits on him.

"Don't worry, Rarity isn't that bad," Twilight comforted him, reading his thoughts from his expression. "A little intense, but she's all around a nice pony."

"Yeah, as well as being the most gorgeous and beautiful pony in all of Equestria," Spike said with a sigh, his eyes in the shapes of little hearts. Billy looked at Twilight with a raised eyebrow and she rolled her eyes, opening the door for the two and letting them in. Billy took one look at the place and had to admit that his first impressions had been wrong. He thought of a fashion place being neat and tidy, with everything in its proper place. This looked like a tornado had come through her and tore everything apart, only to be put back together by someone who had no idea where anything went. Rolls of felt lay everywhere, papers with crossed out dresses lay in the oddest places and he thought that he saw a cat in a weird purple coat running around.

"RARITY, we're here!" Twilight called out into the mess, but she received no answer.

"I always thought that these kind of people, er, ponies were the really organized type?" he commented, kicking some felt out of the way. The sound of objects falling made them all look to the back, where a white mare came stumbling out with a basket on her messy mane. She saw them and smiled with a bit of embarrassment.

"Oh, hello darlings. I apologize for the mess, I've just been so busy with the new orders that came in that I haven't had time for sleep," she said with a small yawn. "What can I do for you?"

"I'm here to ask a favor. Would you mind making a new outfit for Billy? His cloths are...well," she said hesitantly, pointing at his outfit. Rarity looked at his dirty, torn clothes and her eyes widened.

"Dear Celestia! What are you wearing?" she practically shrieked, running over to Billy and examining the outfit, turning slightly green in the process. "Dear child, these clothes, these ABOMINATIONS shall not stay on you for one more second. I must make you something new, fashionable to wear! Come with me!" Billy didn't have a choice as she dragged him over to her fitting station, making him stand still while she took his measurements.

"Dear me, I do not think I've ever had to make fashionable clothing for one like you before," she said with a slight intake of breath, looking at his odd measurements with a sigh.

"There's no need for you to do this, I am perfectly happy with my clothes," Billy said.

"Oh no no no, you must have real clothing, not those rags that you wear," she said, staring into his eyes to make sure he understood. He gulped nervously as she started to rummage through her supplies.

"By the way, where's Sweetie Belle? I was told she lives with you?"

"Oh, she's off crusading with her friends. Now hold still, I need to see if this color would work for you," she ordered, holding a blazing red felt up to his chest. "Yes, I think that will do nicely. Now, let's try this green." Billy looked over at Twilight with a plea for help in his eyes, to which Twilight responded with a smile and a shake of her head, telling him that he was on his own. He sighed and tried his best to not show how bored he was while she went over countless colors, multiple designs and even more posing.

"So darling, can you tell me a little about yourself? I've only heard from Sweetie Belle about you and I always enjoy hearing more about others, even if they have no fashion taste."

"Well, there's not much to say. I'm just a kid from earth with no parents and a pretty rough life. Other than that, I'm fairly normal," he said with a shrug, which caused Rarity to scream and redo all her measurements, making sure he held still this time. 'And there's no point mentioning that you have a super powered alter ego,' he thought to himself. Spike had also begun to help Rarity, but Billy noticed that he just mostly held clothes and scissors. Although at one point she used him as a pin cushion, the sight of that caused Billy to flinch and forced Rarity to re-fit her design, mumbling to herself about kids unable to hold still.

"There," she finally said after an hour of work. "You're all finished, take a look!" She swung a mirror around so Billy could see himself and he had to admit, she had done a good job. She had made him a very comfortable red shirt, but she had sown a yellow lightning bolt onto the side of it. When Billy saw it, he had gone straight into panic mode. Had she figured it out? Did she already know his secret?

"Cool shirt, but what's with the lightning?" he asked in as calm a voice as he could, which was not very calm. Spike was also looking at Rarity nervously, thinking along the same lines as Billy.

"Sweetie Belle told me that humans don't have cutie marks, but that if you could that you'd want a lightning bolt. I was originally against it, but it seems to go well with your shirt," she said with a shrug." Not sure why, it just felt right." Billy let out an inward sigh, relieved that it was only because Sweetie Belle had told her about the cutie mark thing. His new pants were made of a black felt that had the lightning bolt running down one leg, something that Billy like a lot.

"Thanks for the clothes, but I have no way to pay you back," he said with a slight smile. "But I can work it off if you want."

"Oh no darling, I don't need payment. You've been forced to live on your own in your world and then you get dragged here, I think you could use a little generosity."

"Well thanks again. I love to design," he said, glad to finally be able to move. He took one step forward and weakness over took him, resulting in him face planting the floor. The three ran over to his side as he tried to stand back up.

"Billy, you're still wounded, you need to rest," Twilight said gently, picking him up with magic and placing him on her back. "Thank you again for taking time out of your busy day to do this Rarity, it means a lot to me."

"Think nothing of it. Always happy to help," Rarity said with a wave as the three walked out of the shop and back to the library. Darkness was once again descended upon the town and all the ponies were heading inside, wrapping up the repairs for the day. Twilight opened the door to the library and carefully helped Billy over to a chair, which he collapsed in almost immediately.

"You alright Billy?" she asked with concern.

"Yeah, just a little tired," he said with a slight pant.

"I'm sorry, I shouldn't have made you stand like that for so long, I forgot how tired you were. Spike, would you kindly get him some pillows?" Spike ran upstairs and came back down a few seconds later with four pillows. He placed three of them on the floor and tossed the remaining one over to Billy. Billy hadn't been paying attention and the pillow hit him in the back of the head, knocking him out of the chair and to the floor.

"SPIKE! What are you doing?" Twilight yelled in disbelief, turning to the little dragon with rage in her eyes.

"Sorry Twi, I thought he could-" Spike's sentence was cut off as the pillow nailed him in the face and knocked him over. Twilight turned back to Billy, who was sitting up with a huge smile on his face. Spike tossed the pillow up and looked over at the smiling Billy, a smile of his own forming.

"Oh, so we're going to play like that are we?" he asked while lifting the pillow back up. Billy quickly got to his feet as Spike tossed the pillow at his head, missing by an inch. Billy picked up the pillow and hid behind a chair, tossing the pillow toward Spike. Spike blocked that pillow with another one before tossing that same pillow towards Billy, who got caught in the face again. Billy smiled and knocked over a few chairs, bringing them together to form a fort. Spike had hidden behind a pile of books on the floor and constructed a fort of his own, taking three of the pillows with him. The two began to throw the pillows back and forth at each other, laughing the entire time.

"Will you two cut it out? Billy needs to rest and I doubt that physical activities would be good for his recovery," Twilight said, getting in-between the two. "Now, what do you say we head up to bed?" Billy and Spike both looked at each other for a moment before two massive grins broke out on their faces. At almost the same time, the two of them each launched a pillow into Twilight's face, covering her in feathers. She slowly removed the feathers while Billy and Spike both rolled around on the ground laughing.

"Oh, it is on," Twilight said with an evil smile, levitating all four pillows around her. Spike and Billy stopped laughing in time to get hit under an avalanche of pillows. The two quickly dug themselves out and dove behind Spike's fort, taking cover from Twilight's assault. With a chuckle, Twilight levitated more pillows down from the upstairs closet. Spike and Billy both gulped as Twilight turned towards them with the pillows floating beside her, an evil smile on her face.

"Nice knowing you Spike," Billy said.

"You too Billy." And both of them were bombarded with a multitude of pillows, feathers flying everywhere. Twilight laughed as the two pushed the pillows off themselves, looking at each other and nodding. They both started chucking pillows at Twi, who either dodged or caught them with her magic. She returned fire and the two were forced to hide under the books.

"What do we do?" Billy asked spike, who was using a heavy book as a shield.

"We fight back!" Spike yelled with a laugh, tossing one of Twilight's books into the air. She immediately dropped her books to catch it, leaving her open for a pillow to the face. She smiled as she dropped the book and continued the ultimate battle of pillows. Their fight went on into the night for a few hours, finally wrapping up around midnight. Twilight was finishing up putting all the books back on the shelves that had fallen off during the battle.

"I have to admit, you two can really fight," she said with a chuckle, turning back around to where the two had been playing cards. A small smile crossed her face as she saw that the two had fallen asleep, cards still in their hands. Spike was completely passed out, lying on his back snoring like a bear. Billy had fallen asleep on his arms, snoring softly. She slowly removed the cards from his hands and put them back into the deck. She then grabbed a blanket for bill and gently draped it on his shoulders.

"Good night Billy," she whispered, picking up Spike and taking him upstairs to his bed. She placed Spike in his bed and then climbed into bed herself, looking out the window at the moon lit land, smiling to herself. She then rolled over and closed her eyes, quickly slipping off to sleep. But while she slept soundly, what she had failed to see was a very dark shadow heading to the town, bent on destruction.

Author's Notes:

Chapters will most likely be daily from now on.

Not What You Think

Billy was dreaming about Doomsday again. He heard screaming and cries for help, felt the heat of fires that burned the town that he was in and once again he saw the bodies of those he had failed to save. He called out SHAZAM and again nothing happened. But unlike the last dream, when he finally shook himself awake, the nightmare continued. He sat up and looked around, realizing that he had fallen asleep on the floor. He yawned and stretched, glad to finally be awake from that nightmare. But when he took a second to listen, he realized that his nightmare had only just begun. The sounds of screaming didn't stop and he could still feel the heat from the fires burning. He stood up and ran over to the nearest window, looking out to the horror that awaited him.

Ponyville was burning. He had barely glanced at the sight before he was out of the door and running through the streets, looking for whatever was causing the fires, looking for Twilight or any of the Elements. He ran past the Carousel Boutique, which was also burning to the ground. He ran past, hoping that Rarity and Sweetie Belle had made it out alright. A group of ponies were trying to help a couple out from under a beam that had fallen from their homes. Billy wanted to help, but without the power of Shazam, he didn't know if he could be of any use.

"Get to Twilight, she'll know what's going on," he said to himself, running back through the streets until he ran across the source of all the fire and death. The Elements of Harmony were in a massive battle against an opponent that he didn't recognize. But while he may not know who the opponent was, he knew that he was far too strong for the ponies. The monster was a midnight black and had pure white eyes, eyes that had no pupils. It was also massive, at least twice his size and a lot more muscular. But what scared him the most was the spikes that stuck out of its body on nearly every joint, making it look eerily like Doomsday. He watched as Rainbow Dash went in for a dive bomb to only be caught by dark magic and slammed into the ground with such force that she coughed blood. The dark pony tossed her aside as Applejack came in with two strong kicks to the side, staggering the pony for a second. But that second passed and the pony turned towards her, emotionless eyes staring at her. It fired a sphere of energy into AJ's chest, which quickly enveloped her in darkness. It then raised its horn which also raised the sphere and flung it off into the side of a building. The darkness vanished and Applejack slid to the ground in a daze.

"This can't be happening," Billy muttered as Pinkie was pulverized into the ground, the dark pony launching multiple dark blasts into her. Rarity had already been beaten and she was lying unconscious on the side of the street. And with Fluttershy helping all the wounded ponies, that left only Twilight to combat the beast. She flew above it as it fired repeatedly at her, but her speed made her untouchable. Twilight also returned fire, but her spells were absorbed into the pony's body and only seemed to increase his size. She snarled and threw up a barrier around him, keeping him at bay for a minute. Billy waved her down and she landed beside him, out of breath and tired.

"Twilight, what's going on? Who is this pony?" he asked her in worry, looking back over at the shield that didn't look like it would hold long. "What can I do to help?"

"Get out of here. Erebus is on a whole other level than the last time Captain Marvel fought him," she panted, reinforcing her shield.

"I’m sorry, I must have heard wrong. I could have sworn you just said that that thing is Erebus," Billy said to her in disbelief.

"It's him alright. Or rather, what's left of him. I don't know how, but it seems he got a huge upgrade in his powers and now he practically unstoppable."

"So what's the plan?"

"I hold him off long enough for Captain Marvel to arrive. As much as I don't like the guy, we're going to need his help."

"Um, how do we know that he's going to show?" Billy asked nervously.

"He's always shown up before when we needed him, I'm sure he'll show up now." Billy didn't know what to do. He had no idea if his powers were back yet and even if they were, he didn't know if he'd be back at one hundred percent, which he would probably need to be at in order to win. And what if his powers hadn't returned yet? He would have no chance against that kind of power.

"You need to get out of here. He's about to break free," Twilight said with a snarl, taking up a fighting stance as the shield began to shattered from repeated abuse. Billy looked from Erebus to Twilight, not sure if he should try to change here or run off to try where he wouldn't be spotted. He went with the second option, running behind a building and watching the battle from there. Monster Erebus broke the shield in one final blast, walking past the shattered remains of the shield and headed towards Twilight. She fired a huge spell at his feet, turning the rocks into magma. Erebus looked down at the magma with no expression for a moment before continuing his march towards Twilight, not even flinching as he stepped on the burning rocks.

"Geez, what are you made of?" Twilight muttered as she took to the sky again, putting some distance between her and Erebus. Erebus resumed his attack, firing a chain gun version of his magic bolts towards Twilight, who had to use all her concentration to dodge the blows. But she couldn't keep it up for long and a bolt hit her directly between the shoulder blades, knocking her out of the sky and straight to the ground below. Twilight slammed into the ground and skidded a few feet, where she lay motionless. Erebus began to advance towards her while Billy watched.

"No, I can't let this happen. I refuse to let any more ponies get hurt!" Billy knew what he needed to do, what it would take for his powers to return. He had figured out that the mare had wanted, she wanted him to protect this world. So Billy planted both feet into the ground and took in a deep breath before tossing his head back and crying to the sky,

"SHAZAM!"

...Nothing. No lightning bolt, no godly powers; just...nothing. Billy opened his eyes and looked down at his hands, realization gripping him as he realized that he was still useless Billy Batson and not the great Captain Marvel. He looked from his hands over to Erebus, who picked Twilight up with his magic and held her in front of him, a dark spear forming besides his head that was aimed at her heart. Billy knew he only had a moment to act. While he may not be able to face the beast head on, he could still be a distraction for the others. So he stole whatever courage he had left and ran out onto the battlefield.

"HOLD IT!" he yelled at Erebus, who turned his head towards Billy slightly. "What do you think you're doing? You don't want to fight her, she's not the one who beat you last time. I was the one who did." He could almost hear Erebus chuckle in disbelief to himself and he turned back to Twilight, but Billy knew how to get his attention.

"You see this?" he asked, showing Erebus the lightning bolt on his shirt. "Imagine this on the center of my chest, combined with a white cape and golden gauntlets. Do you know what you'd get?" Erebus looked at him a little closer this time, narrowing his eyes for a better look. Then the eyes slowly opened and for the first time since he had appeared, Billy saw emotion in them. He saw pure fury.

"Time to go," Billy muttered as he turned and ran as fast as he could. Erebus let out a shriek that could wake the dead and tore off after him, rage fuelling his body. Billy tried running in-between buildings and narrow alleys to try and keep Erebus behind him, but the juggernaut just plowed through all the obstacles like they were made of paper.

"Have to admit, not one of my better plans!" he yelled as he tore through the streets, just barely avoiding Erebus's magic’s and attacks. He dove through a broken window just as a blast of darkness hit where he had been standing a moment ago. He quickly hid under a table and prayed that Erebus wouldn't find him. The dark pony blew the door down and slowly walked into the room, looking around with narrowed eyes for the human. Billy held his breath as sweat trickled down his face, watching the hooves walk right to the table, coming to a stop a few inches from his face. He didn't move, afraid that the slightest movement would alert the dark one. He waited for what seemed like an eternity, his heart trying to punch a hole through his chest. Finally, Erebus walked out of the room, allowing Billy to let out a sigh of relief. That was until Erebus opened fire upon the building, letting loose his terrible power upon the building and brining it down around Billy. Billy looked out from under the desk to see if he was gone when the roof gave out and collapsed on top of him. Erebus stood outside the house for a minute, waiting to see if anything moved. When nothing did, he snorted and walked away, destroying more homes and heading back to the Elements. A minute after he left, Billy pushed the rubble off of him, thankful that the table had managed to hold out.

"He's probably heading back to where Twilight is," Billy panted, getting back to his feet. "I need to get there as well." He started running, following the path of destruction that Erebus had left behind him. He looked around as he ran, his heart aching at all the death and destruction that he was powerless to help against. What had that mare meant that he she said that he didn't need the powers to be a hero? He was useless without them. Billy finally tracked down Erebus on the other side of town, near the Carousel Boutique. Billy rounded the corner and came to a dead stop, his heart freezing in his chest at what he saw. It was the CMC, Sweetie Belle, Scootaloo and Applebloom, and they had been cornered by Erebus, whose horn glowed with power that was aimed directly at them.

"Elements of Harmony, prepare yourselves," Erebus snarled, pointing his horn straight at the three. Erebus could only sense magic waves in his monstrous form and the CMC gave of the same Elemental energy as those they were closet to. And that meant that they gave off the same energy as their sister's and mentor, making them look like the Elements of Harmony to Erebus. All three of the girls were pressed up against the side of the Boutique in fear, tears streaming down their faces as the monster got closer and closer, holding each other with terror. Applebloom spotted Billy across the street and looked into his eyes with desperation, believing that he could do something to help. But she was wrong.

'There's nothing I can do! Without Captain Marvel I'm useless,' Billy thought to himself in fear, slowly backing away from the monster. Then he watched as Applebloom and the others closed their eyes, clutching each other tightly and preparing for the end. And he knew he had to act.

"Die," Erebus whispered and went to fire his magic, but a lightning bolt landed on his head. He screamed and backed up, shaking his head wildly. The girls opened their eyes and gasped at what they saw. Billy was holding on to the face of Erebus, blinding him and keeping him from getting to the girls.

"RUN! I'll hold him as long as I can!" Billy yelled, yelping as he almost lost his grip. The girls looked at each other and then took off running, Applebloom stopping to look back at Billy, looking at his face. She could see the fear in his face, but she also saw the determination, the determination she had seen on only one other. The determination of one who fought to protect others with his life.

"Good luck," she said with a whisper and ran off with her friends. They ran until they reached a relative safe area. "Girls, hold on a sec."

"What is it?" Scoot's asked. "We're kind of in a rush!"

"We need to get Twilight and the others. We need the Elements to stop that monster! Billy can't hold it off forever!"

"Billy's a goner! There's no way he can still be alive!" Scoots argued, but Applebloom gave her a glare that would put the stare to shame.

"He'll live, trust me. But he won't last long if we don't get the Elements to help. It's time for the Cutie Mark Crusaders to get in on the action and we always help one of our own. Whose with me?" she asked, putting her hoof in front of them.

"I am," Sweetie Belle said with a smile.

"So am I!" Scootaloo agreed with a grin.

"Good. Ah have a plan, but we need to move fast," Applebloom said with an evil grin. She pulled her friends in close and began to whisper, the other two gaining evil smile's as well as they heard her plan. When she finished, they broke apart and ran off in different directions, each knowing her task. Back with Erebus, Billy had managed to wrap his arms around the demons throat, preventing it from trampling or blasting him for the time being. While insanely powerful, Erebus didn't seem that bright, but Billy couldn't hold on much longer. After a minute, Erebus bucked hard and tossed Billy off his back to the street below. Billy hit the ground hard and had the wind knocked out of him. He could only look up winded as Erebus stepped over him, horn aglow with power and an evil sneer on his face.

"Die, angel," he said in a mocking tone. Billy closed his eyes as Erebus pointed his horn directly at Billy's face. Erebus chuckled one last time before firing. "Not so tough now, are-?" SPLAT! A cake and struck Erebus right in the face, giving Billy the chance to roll to the side and avoid his attack. Erebus roared in rage and quickly wiped the cake off his face, looking around in rage for who did that to him.

"Yoo-hoo, over here you big meanie!" Erebus turned towards the voice to receive another cake to the face. He wiped that one away as well and glared at the pony that did that to him. Billy looked up from where he was lying to see that Pinkie had thrown the cakes, holding another one in her hoof and a huge smile on her face. "Stop picking on my friend you meanie!"

"Pinkie, RUN! He's far to danger-GAH!" Erebus stepped on Billy as he walked over to Pinkie, hate gleaming in his eyes. Pinkie blew a raspberry at him and ran off down the street, with an enraged Erebus chasing her. Billy was struggling to get up when a familiar violet magic surrounded him and carried him over to her.

"Wow, you really don't listen, do you?" Twilight said with a smile, placing Billy on her back. "I thought I told you to get away?"

"I...just couldn't...let my friends get hurt," Billy muttered weakly. "We...have to get Erebus. He's...going after Pinkie."

"I know, but trust me, he'll never catch her. But he will be led right into our trap," Twilight said with a smile, taking to the skies and flying over to the center plaza. "Applebloom ran over when me and the girls were trying to figure out where he had gone. She told us of the situation and the trouble you were in. After she told us her plan, Pinkie and I raced over to save you...that was really brave, risking your life for those three."

"No...problem. What's the plan?"

"Oh, you'll see," Twilight said with an evil smile, setting down besides the plaza where the other Elements and the CMC had gathered. Twilight helped Billy off her back while the others ran up to him.

"BILLY!" all three crusaders cried as they tackled him to the ground at once, crushing him with a multitude of hugs.

"How did you get out of that?" Scootaloo asked.

"Are you hurt?" Sweetie Belle asked before he could answer. Applebloom pushed them both off and offered him a hoof to help him up.

"No, but I don't think I'll be going anywhere for a few days," Billy said with a shrug, taking Applebloom's hoof and pulling himself up. He leaned against a wall for support and trying to block the pain out of his mind while thinking about what had just happened. The silver mare had told him that he didn't need powers to be a hero, so maybe helping the girls without his powers is what he needed to get them back.

"shazam," he whispered, closing his eyes. The lightning never came and he opened them again with a sigh, not noticing that Applebloom was once again giving him a curious look.

"Here he comes!" Twilight shouted and started passing around some odd jewelry to her friends. Billy took a look and noticed that they were all necklaces, with Twilight's being a tiara. While he had no idea what they were for, he did turn to watch Erebus burst in to the town center, chasing the pink pony who managed to keep ahead of Erebus despite the fact that she was hoping and he was in a full sprint.

"Wait for it," Twilight muttered, looking around the corner. Billy peeked around the corner as well, noticing that Pinkie was wearing one of the necklaces as well. Pinkie turned around and came to a stop while Erebus charged straight at her, power flooding through his horn. He had nearly reached Pinkie when she waved a hoof and smiled.

"Bye mister meanie," she said with a huge smile before...vanishing? As incredible as it sounded, Pinkie had just up and vanished, leaving Erebus to skid to a stop in the town center and look around for the pony. Billy took a casual glance around as well and nearly had another heart attack when Pinkie just appeared beside him with a huge smile.

"NOW!" Twilight roared and the six ponies leapt out from behind the corner, startling Erebus and causing him to spin around while firing blindly. Twilight tossed up a mobile barrier in front of her while she ran, deflecting the incoming attacks and keeping bother her and her friends safe. RD blasted past both her and her shield, flying up to Erebus and delivering a swift kick to his jaw, slightly stunning him.

"Take that! Rarity, you're up!" she yelled as she flew back, letting Rarity run past her and begin to let loose with a torrent of gems. Despite not being that big, the sheer volume of gems started to pierce the skin of the dark pony, forcing him back slightly.

"Uncouth ruffian. I hope you enjoy the surprise Pinkie has for you!" Rarity said with a slight chuckle as Twilight teleported her away, letting Pinkie and her massive cannon enter Erebus's field of view. This cannon was much different from her normal ones. For starters, this cannon was nearly three times the size of her other ones and had a picture of a skull and cross bones carved into the side. Carved into the cannon right next to the trigger were the words 'Party Crasher.'

"Hasta la vista," Pinkie said in a weird accent and pulled the trigger, letting loose one of the biggest explosions in the history of Equestria. Some say that they saw the very ground shake when the trigger was pulled, toppling buildings and leveling homes. Others said that they saw cake and other party supplies fly across the sky when the trigger was pulled, raining parties down on cities across the globe. But as far as Billy and Erebus were concerned, they had just been buried under an avalanche of cake that not only covered them, but the whole town as well. Billy managed to push his head through the cake, looking over to where the Elements had been battling Erebus. Erebus had just managed to dig himself out from under all the frosting, but when he looked up Twilight and the others were there to greet him, their jewelry gleaming with other worldly power.

"Erebus, you come to our town and try to kill us?" Twilight asked with a cold rage.

"Try to kill our family?" Rarity asked with an even greater rage.

"And worst of all, try to hurt our new friend?" Pinkie asked in pure disbelief. Twilight stepped forward in front of them and narrowed her eyes.

"For the crimes you have committed against Ponyville and its citizens, I, Princess Twilight, have no choice but to permanently stop you," she said in a whispered. Erebus dug out another hoof as the five ponies made a semi-circle around Twilight, each of them closing their eyes. The jewelry began to glow even brighter, blinding Billy with their powers. From each of the five jewels came a beam of the purest magical energy, which converged on Twilight, bathing her in a blinding light and levitating all six of them with eyes closed. And when they opened their pure white eyes, a blast of magic the color of a rainbow was released upon Erebus and the entire town. Billy could even feel the rainbow go through him, healing all his wounds. He closed his eyes as the magic flowed through him, simply content with just letting this happen. After a few moments, Billy opened his eyes again, not sure what happened. All the cake was gone, most of the destruction in the area had been fixed and Erebus was...encased in stone? Sure, why not? The six ponies slowly descended to the ground, now normal again.

"What...was that?" Billy asked the three fillies next to him, who were just as much awe as he was.

"Those were the Elements of Harmony," Sweetie Belle said in a whisper.

"Yeah, the most powerful magic in all of Equestria," Scootaloo added on. Billy looked at the necklaces with a bit of skepticism. Strongest magic in Equestria? Sure they were powerful, but he had fought ponies with much greater power and force. Heck, even his lightning bolts seemed stronger than that. The three fillies ran off to join the others, with Billy following them, glad that the danger was over.

{S}

He wanted to destroy the ponies so badly that it almost hurt. He had passed several towns and cities on his march where the two most powerful magic were coming from. But he knew from his experience with the man with the s that he needed to destroy the most powerful creatures in this land before he started to destroy the other creatures. It hurt him, having to put off his programming in order to reach the two. But it would be worth it, worth it to watch the two die in his grip and all the hundreds of other targets running in fear. His power was back to its full and he was ready for round two. While he may not feel any emotion, Doomsday still looked forward to when he crushed those targets and then all remaining life on this planet. Doomsday was on his way.

Not So Sneaky

Billy hated it.

Hated to watch the ponies clean up their town for what was the third time this week, hated watching as tear filled eyes looked through the bodies for loved ones that hadn't made it through. He hated that he had been unable to save them, unable to help all the pones. He should have been able to save everypony. But what he hated most of all is that all this mess was his fault. If he had killed Erebus in their first fight, none of this would have happened, all these ponies would still be alive. Again Billy was forced to ask himself what was the best thing to do, kill the villians so that they never hurt again or allow them to live because it was right. And yet, even if he could go back to that moment again...he still wouldn't be able to do it, that just wasn't him.

Billy and the ponies had gone back to Applejack's farm after helping to clean up most of the town, Pinkie managing to set up a huge party in the barn in a matter of minutes. A punch bowl in the center, party music in the back and an assortment of goodies on the tables. They had invited all the ponies of the town, but not all of them had shown, which was understanable given the circumstances, even for Pinkie. Most of the ponies Billy had seen at least once before. The Apples were there, the CMC, a grey pegasus with funny eyes; all had come to pay their respects. In the barn, some of the ponies talked about the battle and how the city was doing, trying their best no to mention the casualty's. Applejack was talking to a group of ponies who had lost their homes, assuring them that they would be able to stay at her barn for awhile. Twilight was speaking with guards that the princesses had sent down to help repair the town again, telling them which areas needed them the most. And poor Pinkie was doing everything in her power to make all the ponies there laugh, despite not having much success. Most of the ponies though had gathered around the center of the barn, where Rainbow Dash was having the others remember the fallen and what happedend to Ponyville. All the while Billy sat in the corner, arms on his knees and face in his hands.

The guilt was crushing him. Once again he had been powerless to help those who needed it. He was vaguely aware that the CMC had come over to try and cheer him up, but their words of encouragment fell on deaf ears, he was too far gone into his own agony. After they had given up, Twilight and Spike had come over as well, trying the same thing. It had the same result. Twilight was a lot more stubborn than the girls and refused to leave Billy like this. She walked over to where Rainbow Dash was holding up her glass in a toast to the ponies that were gone, taking one for herself. She waited for Rainbow Dash to finish her toast to the fallen before Twilight held up her own glass and looked to Billy.

"And let's not forget our new friend Billy, who even in the face of overwhelming power still risked his own life to help save the lives of three little filles," she said with a proed smile, raising her glass to him. The other ponies voiced their agreements and raised their glasses to Billy as well. He hated it. He was no hero, no savior of others. Shazam had granted him his powers so that he could save everyone and he had failed him. He didn't deserve this toast, he didn't deserve to be praised. He stood up and slowly walked out of the barn, unable to make eye contact with any of the ponies, unable to look at their tears or show them his own. He was a failure, he had failed them.

Billy walked out into the cold night, no idea where he was going. The moon above offered him no comfort, as it seemed to mock him. He walked out into the apple trees, trying to ignore the pain he felt. He could handle it when cities were torn down while he was fighting evil, handle the loss of life somewhat better. At least in those instances he had been fighting, had been trying to protect everyone. Here...he could do nothing. He continued to walk until he reached a clear spot of land, devoid of tres or obstructions, just him and the moon. Billy laid down, crossing his arms and looking up to the sky.

"Shazam?" he asked, talking to the wizard instead of trying to access his powers. "Why did you choose me to be Captain Marvel? There were so many other people that could use those powers more than me. I'm...just a kid. I don't deserve to be a hero."

'Maybe he didn't just see a child, maybe he saw something more.' Billy sat up and turned to find the sliver mare sitting next to him, looking completely unreal under the glow of the moon.

"Can't you warn me before you do that?" Billy asked with a frown.

'I remember you saying something about not being a hero without your powers,' she continued, ignoring Billy's question. 'And yet you still risked your own life to make sure those three filly's escaped certain death. I would say that it was a courageous thing to do despite being...useless.'

"It doesn't matter!" Billy said with a growl, the rage from his failure surfacing. "I should have been able to save them all! That was the whole point in me being Captain Marvel! Being a hero who saved everyone, not just three." Much to Billy's surprise, the silver mare began laughing, an intresting sight considering her mouth didn't move. She chuckled to herself for a minute until she caught the angry look on Billy's face.

'I apologize, but I find it amusing when you say your sacrifice didn't matter,' she said with another chuckle. 'Where I come from, there aren't many ponies alive that would risk sacrificing themself to save another, even if they had your powers. And yet you, without any special powers, took on a pony of evil that was even stronger than when you first fought him.'

"Yeah? Well where I come from that sort of thing is common all the time," Billy said with a sad sigh. "I'm nothing special." The silver mare raised an eyebrow, not sure where all this was coming from. Billy always seemed so happy, so optimistic. Were his powers really that important to him?

'I'm not sure I understand. You are always so positive, even when terrible things happen to you. You remained positive when you were brought to a foreign land against your will, when you were attacked by those two villians that had nothing to do with you and even when asked about your tragic past. Why is this so different?'

"Why? Do you think it's easy remaining so positive all the time? Always trying to keep your hopes up even when your world is a terrible one? One of the reasons I could stay so positive was that no matter how bad things got, with a single word I could do something about it! But now...I can't do anything."

"That's not true." Billy spun around to find that Applebloom was standing behind him, a frown on her face.

"A-Applebloom? Uh, how long have you been standing there?" Billy asked with a nervous chuckle.

"Enough to hear ya talk to yerself about all yer problems," she replied, sitting down beside him. "Ya were talking to yerself, right?" Billy looked over at where the silver mare had been sitting, not surprised to find that she was gone.

"Yeah, I was talking to myself," he said without emotion, not believing his own lie. She didn't either, but she didn't call him out on it either. "So, did you come to insult me some more?" he asked with a bit of scorn.

"No, although ah should after that," Applebloom said with a huff. "Ah came over here to just say...thanks."

"For saving you from Erebus?" Billy asked.

"Yes...and from falling off that waterfall," Applebloom said carefully, watching for Billy's reaction. "And for saving our town. And from keeping the Cyclop's from stepping on us and then saving me again...Captain." She watched as Billy's eyes grew wide and he turned to look at her with disbelief in his eyes, not believing that she had figured it out. Applebloom's suspicions were confirmed and she let out a groan.

"Ugh, so you really are the angel? And here ah was hoping ah was wrong," she said with a frown. Billy still looked at her dumbfounded, not believing that she knew.

"How did...?"

"How did ah know?" she asked with a small chuckle. "Billy, yer not that sneaky. There was a number of reasons really. First is that the angel knew mah name despite us never being introduced. Second was that ya said shazam back when Erebus was attacking earlier and ah also noticed that's what the angel said. Third...he looks like a bigger you up close." Billy hated to admit it, but her reasoning was flawless. So flawless in fact that he wondered why the others hadn't seen through his disguise. Applebloom chuckled when he pointed that out.

"Spike and the girls probably either don't know or don't care. Twilight...as bright as she is she can be soooo thick sometimes," Applebloom said with an eye roll. Billy didn't bother to correct her about Spike. "The princesses haven't seen ya up close as Captain Marvel, as ya called yourself. Besides them, ah don't think anypony else has seen ya up close."

"Makes sense," Billy said with a shrug, crossing his legs and resting his head on his arms with a sigh.

"Why so glum?" she asked. "Ya didn't seem right at the party and then ah catch ya out here talking to yerself. What's wrong?"

"...I failed you and the others," he said after a minute. "I should have been able to do more, but I couldn't."

"Ah meant to ask about that, why didn't you transform into the angel when Erebus showed up again?"

"Because I couldn't. When the Cyclop's self-destructed, his magical energies did something to me that cut off my powers," Billy said with another sigh, the hatred of failing resurfacing. "I couldn't do anything to help. I'm useless." And then just as the silver mare had done earlier, Applebloom began to laugh at him. He glared at her, upset that she was the second pony to make light of his emotions that day.

"Sorry," she said with a chuckle. "Ah just can't believe that ya think that yer wortheless, especially after all ya done for us."

"Like fail you when you needed me most?" Billy asked in a dry tone. Applebloom let out another sigh and rolled her eyes.

"Nooo, more like saving us when we needed it, being a friend for me and the girls, and fer the most part sacrificing yerself for the sake of others," she explained. "And...well...the angel was mah hero and since yer him, ah guess that makes ya mah hero too. That's what ya mean to me." Billy wasn't sure what to say to that. This pony hadn't been the nicest of ponies to him. Heck, he thought that she loathed him entirely. But here he was, listening to her tell him that he, well, Captain Marvel, was her hero. But as if that wasn't surprising enough, her next question caught him completely off guard.

"Um, if ya don't mind me asking, why did ya save me?"

"Excuse me?" Billy asked, picking his head off his arms to look at her funny.

"Well...ah've been a jerk to ya ever since ya got here," she said hesitantly, hanging her head slightly. "Ah'm not proud to admit it, but ah've been a bully. And yet ya still saved me? Why?" Now it was Billy's turn to have a laugh at her expense.

"I saved you because you needed help," he said with a smile." I don't care that you were a little mean, you're still my friend and I would still help you even if you weren't. That's what you mean to me." Because of the darkness, Billy didn't notice that Applebloom's face turned slightly red. "That reminds me, I still owe you an apology."

"How many times do ah have to tell ya, ah don't want it," she said quickly, cutting him off and deciding to change the subject. "So, how do ya get yer powers back?"

"I don't know. This odd mare said that I need to discover the truest magic if I want my powers back, although I have no idea what she's talking about," Billy said with a exasperated sigh. "I was thinking of going through some of the books in the library tomorrow to look for this magic." Applebloom placed a hoof under her chin and tried to think of what the ultimate magic was. Then her face lit up with excitement when she thought of a way to not only help Billy, but maybe earn her cutie mark in the process.

"Ah know! Me and the girls can come over and help ya to get yer powers back." Billy's first instinct to say no. He had seen what those three did together when they tried to "help". His second instinct was also to say no, since he didn't like others helping him with his problems. But Applebloom was far to stubborn for him to handle.

"We're helping wheter or not ya want us to," she said with an evil grin. "We'll be at Twilight's tree in the morning. Now come on, let's get back to the barn." She hopped up and started to walk off in towards the barn. Billy watched her go with a confused look, but also with a small smile. He didn't want their help, but it was still nice to have others that cared about his well being. And she was right, he had done good today, he had saved lives. Maybe not as many as he was used to, but he had still helped. He realized that the owed Applebloom for that talk, for reminding him that he didn't need to be super to be a hero. He guessed that he would have to put up with them in the morning, but only as a way to thank her. He stood up as well and followed her, feeling slightly better than he had been for a while.

{S}

Back at the farm house, all of the pony goers had left, leaving only the Twilight, Billy and the rest of the Apple family. Applebloom and Billy had shown up in time for dinner, leaving the two of them to help set the table for the family and their guests. While setting the table, Billy and Applebloom didn't talk, but the air had definatly changed between them and for the better. Despite the change, the atmosphere in the house was grim, each of the ponies and human thinking about the days events and the lives lost. Twilight had filed out a report to Celestia informing her of what had happened while Applejackhad already helped the family's in need into the barn for the night. Once the food was ready and the table set, the group gathered around for what they hoped would be a normal dinner.

"Ah can't believe that our home was attacked again," Granny Smith said with a sigh. Not touching the food on her plate.

"Well, Erebus was a lot more powerful this time. It was a miricle that we won at all," Twilight tried to explain. "But there are a few things that don't add up for me. Where was Captain Marvel during all this? He said that he would help whenever we needed it." Twilight wasn't looking at Billy, who was trying his best not to look like he was going to throw up. Applebloom did notice and stepped up for him.

"Unless ah'm mistaken, ya told him that he was considered a criminal and that he would be arrested on sight," Applebloom said matter of factly, giving a look to Twilight. Twilight's face turned red as she realized that she had said that and tried to recover.

"W-well that might be true, but he should still help," she said with a slight blush. Applebloom winked to Billy as Twilight stammered on. "What I also want to know is who powered up Erebus. He was pratically dead when Captain Marvel was done with him, but then he comes back stronger than ever. Who gave Erebus these powers? And do we have another enemy that wants to destroy us?"

"Sugarcube, we've had so many foes try to do us in that ah wouldn't besurprised if it was all of them together," Applejack said with a slight chuckle, thinking back on past battles. "We've done a lot of damage to the forces of evil over the years."

"Well, how about you name off the villains you have faced and try to think of which would be the most likely?" Billy suggested, finally coming up from under the table. "That's what I would do." Twilight thought about that, naming as many villians as she could.

"Well, Chrysalis is the most recent villian we've defeated, so she won't try anything soon. It could be Sombra, but I'm fairly certain he was destroyed when the Crystal Heart was returned."

"Don't pratice what ya preach, huh?" Applebloom said just loud enough so that they could all hear. Applejack shot her a look while Billy felt grateful for her coming to his defense. "What about Discord? Wasn't he one of yer villians?"

"For a while, but Fluttershy managed to turn him good. And besides, this isn't his way of doing things." Billy had no idea who any of these ponies were, but if Twilight didn't like them then they must be bad news. After he had tried some of Applejack's delicious cooking, the talks drifted to conversations where Billy was asked questions about his family and home, to which he responded with his usual parents killed and uncle abandoning him story. It still hurt to tell it, Billy beginning to lose himself in the memory. His parents funeral, his uncle screaming and kicking him out on the streets, the cold nights that almost took his life. As Billy told more about his past, the more he became lost in it.

"Wht that no good, yellow bellied varmit! If he were here, ah'd thrash his hide until he begged for mercy!" Granny Smith said with cold rage when she heard of Billy's relative, her raw emotion snapping Bily out of his trance. Family was the core of Granny Smith's being and when she heard of how Billy was treated it caused her blood to boil. While Big Mac tried to calm her down, Applejack stood up and walked over to Billy to comfort the child.

"Billy...ah had no idea about yer family or yer past. Ah'm sorry."

"Thanks, but I got over it a while ago," Billy said with a small smile. "And don't bother apologizing for uncle, I'm better off not having family like him anyway."

"That's a lie, Billy, no pony's better without family. But if it makes ya feel any better, we consider you family," Applejack said with a warm smile, placing a comforting hoof on his shoulder. Billy looked up at her completely shocked, with no idea how to respond to that.

"R-really? Why?" he asked.

"Heh, you've done a lot fer me and mah family in the past few days. Being a friend fer Applebloom is as good a reason as an to be part of the family, but when ya go and save her life...heck, that makes ya more than family. It pratically makes ya one of us. If ya ever need a place to stay, yer always welcome here." Billy looked up into Applejack's smile, fighting back the torrent of emotions that were welling up in him. He couldn't believe what she was saying, that she had accepted him into their family. He had never had a real family, the Justice League was the closet thing he had to family. This...was something he had never expected.

"You mean it?" he asked in a small whisper.

"Of course!" Applebloom said with a smile, moving over to him. "Ya not only saved mah life, but mah friends as well! Plus," she whispered into his ear. "The angel is also welcomed into the family, if ya ever want to tell them about him."

"Not now," Billy whispered back, trying to avoid the looks Twilight and Applejack were giving him. Applebloom shrugged and backed off, while Twilight looked out the window to see that it was almost midnight.

"Alright, that's long enough, we'd better be getting home," Twilight said to Billy. "We don't want Spike to think that something else happened to us on the way home." Billy stood up and followed Twilight to the door as Applebloom reminded him of what tomorrow would bring.

"Bye Billy! Remember that we'll be coming over tomorrow!" she yelled after him. He responded with a soft wave to the Apple family, the family that had accepted him. As he followed Twilight out of the house and down the road to the library, his mind was trying to process what had just happened. Some one had finally accepted him, finally gave him a place to call home. His heart had felt weird when Applejack had said that, almost...almost like the hole in his heart was starting to heal. But he would always feel the pain of his own parents death, the pain of his uncle leaving him. It was one of those pains that never healed.

He walked in silence with his head hung in thought about his family, not paying to much attention to Twilight's attempt to make small talk. She gave him a sorrowful look and eventually gave up, walking in silence as they walked through the deserted streets of Ponyville, all of the ponies either asleep or taking refuge elseware. They finally reached the library, the only structure in this part of town that remaind un-scathed by the battles and destruction, though Billy assumed that some of Twilight's magic had something to do with that.

"Well, we're here," Twilight said, breaking the silence. Billy only nodded in response, walking past Twilight and through the door of the library without a word. Twilight watched him go with a sad look, knowing that he was thinking about the parents he never knew and the family that he had been rejected by.

"How do you do it, Billy?" she whispered to herself as she watched him climb the stairs to the bedroom. "How do you deal with all the pain of loss and rejection for one so young? What keeps you going? And...how can I help you?" Twilight looked up to the sky, always seeming to draw inspiration from them. She knew that Billy was hiding something, something that he was afraid to admit, but she just didn't know what. And as friendly as he seemed, she knew that he was suffering on the inside, hurting with a pain that few ponies knew about. It made her sad to watch the intelligent and positive youth suffer from this pain, but what made her heart ache the most was that he never asked for help or comfort, that he tried to deal with all this by himself. Twilight looked to the stars again and with a fierce look of determination made a vow upon them.

"I promise this on the stars of Luna's night. I promise that I will do all I can to help Billy heal, to give him a place where he belongs. And to Hades with me if I fail." Her oath echoed throughout the night as Twilight walked into her house, walking up the stairs to find both Billy and Spike asleep in their respective beds. She looked at them both softly, making a note to spend more time with both if them tomorrow. She pulled out a second bed and laid down in it, taking one last look at the two sleeping children before she closed her eyes, promising that tomorrow would be different.

The Coming Storm

It was almost complete.

For the past day and a half Sombra had been awake, working on his invention nonstop, a sinister smile on his face the entire time. The battle with Erebus had practically broken the ponies of Ponyville, leaving them without any faith in their heroes or princesses, leaving them vulnerable to the emotions of hate and rage. The time had almost come for him to bring down the brush on his master stroke, but there were five more obstacles that needed to be destroyed. The angel and four certain...ponies with loyalty issues.

"Finally, it is finished," Sombra panted with a smile, holding up a metal unicorn horn that he had attached to where his horn used to be. The three spirits of the ponies trapped in stone looked at it with bored faces.

"Congratulation, you're a unicorn again. What of it?" War asked with a sneer. Sombra turned to him with a wicked smile on his face, advancing towards the group with a dark happiness.

"What does it mean? It means that I can now preform some of my more powerful magic, magic that have been lot to me since the battle with the Crystal Queen. It means..." he began slowly, waiting until he had them paying total attention. "That I can now free you from your prisons." THAT got all of the ponies attention, War even gasping in shock. Sombra chuckled at the looks on their faces, relishing in the fact that he had made them speechless.

"Yes, It is time to free you, including your brother, that slime of a pony, Plague," Sombra said with a shudder, hating the descriptions and the look of this pony. But he had made a deal, so with his new horn clamped firmly to his head, Sombra sauntered over the remaining four statues, looking over each of them with a smile as the three spirits gathered around him.

"And so the apocalypse begins." Sombra's new magic flooded through the horn, channeling the shadow magic into the statue before him. The spirit of War vanished into the statue as the magic began to break off the stone bonds, freeing the terror inside. The stone began to fall off his body, allowing War to let loose a roar that he had been saving for nearly five hundred years. The roar shook the entire temple, if not the whole world. Sombra smiled as his spell continued to work, moving onto the next statue; Death. He performed the same spell and just like War, Death broke free of the stone with a yell, but his sent shivers up Sombra's spin, like hooves on a chalkboard. Sombra continued on to the next two statues, freeing each of them in a similar manner. Only when all four of them were free did he take a moment to observe his work.

"Finally, I'm able to stretch my legs," War groaned, stretching his massive body with a percussion of cracking sounds. War towered over his brothers, easily the size of a princess and his coat painted a sickly red. He had a scar over his left eye and his cutie mark was a spear with a burning flag on it. "I thought that I'd have that cramp for eternity."

"Be grateful that it was only a cramp. I was stuck under a leak for five hundred years," Death said in his sickly voice. Death was the smallest of the four, but he looked more intimidating than his brothers. He was covered in a black coat with images of skeletons on them and stained with blood. His black eyes were hidden behind a skull that covered his face, a skull that he said he ripped out of body. His black coat had a cutie mark of a scythe on his flank, dripping with blood. "The dripping as driving me crazy."

"Hehehehe...so hungry. Must feed!" the one called Plague whispered to himself, eyeing Sombra in a wishful manner. Plague was ugly, plain and simple. He was bigger than Death and his body was covered in boils and rashes, making Sombra nearly threw up just looking at him. His face was deformed and he glanced around the room for a source of food, like a dog that had been starved. His coat was a sickly yellow and a swarm of black rats was tattooed on his flank. "When do we eat?"

"Soon, my brother." Despite War looking like that he could crush anypony and Plague looking like a crushed piece of meat, none of the four scared Sombra more than Famine. He was taller than Plague, but much leaner and cleaner. He had a white coat and a cutie mark that didn't match him, simply being of a sun over some brown dirt. He had a smile that most supermodels would kill for and he spoke with an accent, making him seem normal. But one look into his eyes told a different story. Sombra could see the malice, the cold blooded nature of this pony; the sheer evil. The power. Sombra didn't back away, but he couldn't just look this pony in the eyes. "First we must get used to our bodies again. It has been a few centuries since we had a chance to use our powers. Let's go." The four turned to leave, but Sombra moved between them and the door.

"I believe we had a deal. I release you and then you obey my command," he said with an underlining threat in his voice. War stepped forward, but Famine held out a hoof to stop his brother.

"You are correct Sombra, we had a deal. When do you want us to destroy those elements and the princesses?"

"Soon, but not now. As you said, the four of you have been out of practice for a few centuries and I'd prefer you to be at full power before engaging the Elements and the princesses. Unless you wish to be defeated and immediately returned to your stone prisons?"

"He has a point brothers. I believe that we should go and get back in the swing of things," Famine said with a smile, turning to face his brothers. "And then we will crush the ponies." None of his brothers dared to disagree and they all left without a word. Sombra watched them go and let out a breath that he had been holding in. He had been half expecting the four to tear him apart then and there before heading out to destroy the Elements. But for his master plan to work, he would need the four to not destroy the ponies, but instead bring the angel back. He walked over to his work bench and pressed a button under the desk, revealing his true plans. He smiled as he looked over them, certain that this time Equestria would be his. And nopony or body would stop him.

But while he was busy focusing on his plans, the four had decided to ignore Sombra's orders, for the sooner they dealt with the Elements the soon they would rule the world. So with four separate chuckles, the oncoming storm headed towards Ponyville.

{S}

He had found the targets location.

After days of trekking through the wilderness and forests of the land, Doomsday had come across a small village that was so out of the way that no one even knew it was there. After achieving his programming, he had looked around for anything that would point him in the direction of the two that had inconvenienced him. His answer came in a small life form that he had somehow missed. The thing had been cowering under the corpse of one of the other life forms, managing to temporarily avoid his gaze. Doomsday bent down to the creature’s level and glared into its eyes, watching as the creature cowered in fear. He used one of his fingers to draw a picture of the two that he had battled in the ground, looking back to the creature when he had finished. The organism took one look and instantly knew who they were.

"Princess Celestia and Luna? I-is that who you're after?" he asked in a shaking voice. Doomsday said nothing, but the glare he gave the pony answered the question. "I-if you want to find them, all you need to do is go east from here. That's it!"

After crushing the organism under his foot, Doomsday turned east and began to walk. He knew not what other obstacles that awaited him, but his programming forced him towards the two. They had escaped from his programming, something that no one had done before. He would right that wrong, no matter how long it took. And so he walked, into the darkness of the forest that he had only just emerged from.

{S}

Billy had not been having a good morning so far. He had been sleeping peaceful until he had been awakened by the sound of three high pitched voices coming from outside, piercing through the walls of the house and through his dreams. He had dragged himself out of bed to find that Twilight had left a note on the bed and that somehow Spike was still asleep. Billy groaned and picked up the note, reading it with bleary eyes. Twilight had written that she would be out for a little while, but would be back soon. Billy barely had time to comprehend what she had written before there came a loud banging at the door, followed by a bunch of excited voice. Billy yawned and walked down the stairs, already knowing who was there. He opened the door and held up an arm to protect him from the morning sun, looking down at the excited faces of three fillies.

"Morning Billy!" they all said at once with huge smiles.

"Mmm," Billy grunted in reply, moving out of the way to let them in. They piled inside, looking around at all the books while talking amongst themselves. Billy dragged himself over to the table and sat down, laying his head on the table. The three followed suit and Applebloom began to talk.

"Ah see that yer not a morning pony," she said with a smile at his messy hair and barely opened eyes. "But ah told ya that we'd be here first thing in the morning, so it' yer own fault for not being ready." Billy grunted again, but managed to raise enough of his head to look at the three.

"So why are you here again?" he mumbled.

"We’re here to help you with the magic problem that you have," Applebloom said with an eye roll. Billy perked up a bit at this.

"You three know how to work magic," he asked.

"Not really, but we're fast learners and great with spells!" Scootaloo exclaimed, giving her friends a look so that they would agree.

"Total experts!"

"We've messed up a few potions before," Applebloom said with honesty, gaining her a groan from her companions. All of Billy's confidence in them melted away when he heard this and he sunk his head back onto the table.

"No," he muttered.

"Aw come on, at least give us a chance!" Sweetie cried out, giving him the puppy dog eyes. Billy did his best not to look into them, but once he made eye contact, he found he couldn't say no.

"Fine. What's the plan?" he regretted the question almost the second he asked it. The three looked at each other with huge smile before leaping out of their chairs and to the basement door, motioning for Billy to join them. He did so hesitantly, not sure what they were planning. He slowly walked down the stairs, his eyes growing wide when he reached the bottom and found what the basement was used for. They were a multitude of shelves, each containing a vast number of potions, each with its own marking.

"See, we know where all Twilight's potions are because we had to clean up the library after we accidentally set it on fire," Sweetie Belle said with an innocent face. "After doing a bit of research, we are fairly sure how each of them work. So, what do you need a healing potion for?" Billy looked over at Applebloom with a questioning glance, who smiled and shook her head.

"I already explained to them that ya need some magic to help make ya feel better, so we thought that one of these here potions should be able to do the trick!" Billy let out a sigh of relief, thinking for a moment that Applebloom had told the others of his secret for a minute. He watched as the girls began to wander around the room, looking at all the potions and glasses.

"This one says Rash and Skin healing. Is this what you need?" Scootaloo asked.

"No."

"How about Bone and Internal Damage?" Sweetie Belle called out.

"Sorry." Billy replied. While Scootaloo and Sweetie Belle both looked around the room randomly, Applebloom had an idea of what potion to look for. She searched high and low, finally finding it on one of the higher shelves. Once Billy had grabbed it off the shelf up and brought it down to the girl’s level, Applebloom finally explained what it was.

"That's a magic restoration potion," she told them, showing the odd design on the front. "It's supposed to be able to restore the magical properties of anypony that drinks it, whether they lost their powers or just can't do magic."

"And you never thought to give this to me?" Sweetie asked in a huff. Applebloom ignored her and handed the bottle to Billy, indicating for him to drink it. Billy gave it a look, not sure if he should drink it or not.

"Are you sure this stuff will work?"

"Trust me," Applebloom said with certainty, but he was still hesitant. He had no idea what was in this bottle and it might not have the result he was expecting. But after another blast of puppy dog eyes, he gave in. Billy slowly took the top off the bottle and looked at the green liquid inside with a disgusted look. He pinched his nose and down half the bottle in one swig, ignoring the fact that it was like drinking slime. He tossed the bottle down and gasped, waiting for the effects to start kicking in. But instead of feeling his magic powers returning, he started to feel weak and lightheaded. The world began to spin in front of his eyes and he fell to all fours, barely able to remain conscious. The girls had rushed to his side and were trying to ask him what was wrong, but he couldn't respond. His arms gave out and he collapsed to his face, his vision growing even dimmer. The last thing he saw before he blacked out was four purple hooves landing on the ground in front of him and a familiar voice trying crying out his name.

{S}

Billy was really getting tired of waking up in a bed after either being knocked out or injured in some way. He slowly opened his eyes to find that he was once again in Twilight's bed and feeling like crap. The purple unicorn was sitting beside the bed, a look of relief passing over her face when she saw that he was alright. She then went from concerned parent into angry parent mode.

"What were you thinking?!" she half screamed at him as he sat up, the rage and worry she had felt clearly shown on her face. "No, let me answer that for you, you weren't!"

"Glad to see you too," he said with a chuckle, but it died in his throat as Twilight gave him a cold glare.

"None of your jokes now, you nearly gave me a heart attack. What in all of Equestria possessed you to try and drink one of the potions downstairs! Why would you do that?" she asked, staring into his eyes with an upset look. Billy didn't want to tell her the truth, but with the mood she was in right now, it would probably shorten his lifespan if she caught him lying.

"I was trying to heal," he said in a whisper, avoid her questioning eyes. He was again technically telling the truth, talking about how he wanted to heal the side of him that he considered to be the most important. Twilight interpreted it as he was trying to heal the void of losing his family had left and her face immediately softened. She let out a small sigh and sat on the bed next to him, trying to think of how to talk to him.

"Billy...I'm not even going to try to say I know what you're going through, because I don't. But I do know that you won't find the answer to your problem in the bottom of a bottle. There are no magic spells or potions for those kinds of things. You have to look elsewhere."

"Where then?" he asked in a dejected tone, feeling the dark thoughts returning to his mind. "How do you deal with your problems when you have them?"

"For the most part, I have my friends to comfort me and to help me with my problems," Twilight said with a smile, thinking back to her first time in Ponyville. Billy smirked at her answer and let out a humorless chuckle.

"How can friends be a better cure than magic?" Twilight smiled at his question, as it was one she had asked herself a long time ago.

"Silly Billy, friendship isn't better than magic, friendship IS magic," she said with a smile, pointing over to her picture with her friends. Billy looked at it without really knowing what she was talking about, but he did notice that Spike had to cut a picture of himself out and glue it in there. "My friends and I have overcome more obstacles and challenges together than any amount of spells or potions could have. Despite what others say Billy, friendship is the most powerful magic of all."

"Sure it is," Billy grumbled, not really paying attention. Then he started to cough, feeling sick again. "Ugh, what did that stuff do to me?"

"The potion was designed for equine use only and it's pretty much lethal to any other creature. Dragons can handle it because of their stomachs, but humans obviously can't."

"Obviously."

"So, why did you down a potion for magic restoration anyway? I had a potion that was supposed to make one's heart feel better, yet why'd you ignore that one?" Another question that Billy would have to lie his way out of, even if he hated to do it.

"Let's just say that I have an interest in magic and it's properties. I was hoping that the potion would be able to unlock a magic in me." Billy wasn't looking at Twilight directly, so he didn't notice when her eyes went wide with excitement and she smiled happily. She now had a way to cheer him up.

"Well then, I have some good news for you. I just happen to be Ponyville's number one expert on magic and it's properties, not to mention my library has over one hundred books on the subject. So if you'd like some really professional help..." Just as she had expected, Billy's face began to light up at her suggestion, becoming interested in what she had said. "So how about it? Like to take a look?"

"Yeah, I'd love too!" Billy said with re-newed enthusiasm, hoping to his feet and flying down the stairs, Twilight flying right behind him. He started to go through all the books in the M section, frowning whenever his search proved futile.

"The magic books are in the B section," Twilight said with a smile, pointing to the correct area. "And please don't ask why, it's a weird way we have set up the books in the library." The confused Billy walked over to B section and started looking through the books, searching for magical lightning. Half way down one row he found a book on the magical properties of nature and figured that he might as well start there.

"Ooooo, the Forces of Nature and Magic? That's a good choice," Twilight said with approval, motioning for Billy to bring the book over to her table. "This book tells of how nature has more magical energies than even the princesses, a force that not even Star-Swirl was able to tap into. If one could find a way to harness the power of say, fire or ice, they would become a nearly unstoppable force!"

'Or lightning,' Billy thought to himself, looking over the drawings and theory’s written on the pages. "So why hasn't any one been able to pierce the secrets of nature?"

"Well, nature is a very difficult mistress. We can only control it to a degree and not all that well sometimes. Our magic just doesn't always seem compatible with the more powerful forces."

"What about a word or phrase of magic? Would that be a better alternative to just plain magic?" Twilight put a hoof under her chin, not sure what to make of that theory. No pony had ever tried to connect the elements of nature to a simple word or phrase, but it might be possible.

"That's an interesting theory. Where did you hear it?"

"Oh, my teacher taught it to me a while ago," Billy said with a slight shrug, thinking about Shazam.

"Your teacher sounds like a wise pony- er, man."

"He was," Billy said with another small sigh. Twilight's eyes widened as she realized that Billy had also lost his teacher as well as his family.

"Billy, I'm sorry. I-" Billy raised a hand to cut her off, looking back to the book and flipping through the pages until he reached the section on lightning.

"So how do you ponies control the clouds and rain? I've seen a few of you move the clouds while I was walking around, but never figured out how."

"That would be what I call pegasus magic. It allows them to touch and interact with the clouds in a number of different ways, such as creating thunderbolts or causing rain. It's a magic that is only accessible to winged ponies."

"Like you?"

"Exactly," Twilight said with a smile, flapping her wings gently. Looking at the wings reminded Billy of Scootaloo and then he realized that the girls were no longer here. In fact, Spike wasn't here either.

"Oh, I sent them home after what happened," Twilight sad with a sigh when he asked the question. "I figured that they would be better off there and away from my magic potions. Spike's over at Rarity's helping, which he seems to be doing a lot lately...back to magic." The two continued to look over the book and talk about magic and it's properties for a long time, not noticing as the day slowly slipped away from them. Three books later, Twilight finally looked outside and with wide eyes noticed that it was sunset.

"Wow, I can't believe I spent a whole day talking about magic...wait, yes I can."

"At least it wasn't wasted, I learned a lot today," Billy said with a bit of a forced smile, still having learned nothing about how to get his powers back.

"I know. It's so nice to be able to talk to somepony that is also interested in magic and learning as well," Twilight said with a happy sigh. "Spike never stays awake and other ponies just look at me funny when I try to talk. I really enjoyed this."

"Yeah, I enjoyed it too," Billy said with a yawn and a stretch, feeling exhaustion begin to overtake him. That potion had really taken a lot out of him, and he was ready for bed. He stood up and started to walk up the stairs, but Twilight stopped him.

"Hey Billy, despite what a lot of the other ponies think...I'm glad you came here," she said softly.

"Why?"

"Well...first you've confirmed with just you being here that we're not alone in the universe, but it's more than that. Spike has been a lot happier since you showed up...and he's starting to see you a bit as a brother." Billy again wasn't sure what to say. He knew that Spike and him were friends, but to see him as a brother was...wow. He never had a brother before. "And I agree with what Applejack said. You may not be from around here, but just like with her...I consider you to be part of our crazy little family." Billy was at a loss for words. Twice in the span of two days had a pony or ponies consider him part of their families, even though he hadn't been here that long. He could hardly believe it. But Twilight's eyes told him the truth, that she really did consider him part of her family, that he was welcome here. Emotion began to overcome him, happiness that he had never known began to flood through his body. In this strange land, with these strange creatures he had finally found what he had spent most of his life searching for. A home and a family. But doubt began to cloud his mind. Twilight might like him, but she despised Captain Marvel, who was him. Was it alright to keep that secret from her?

"Twilight...I appreciate that, I really do. But I haven't been totally honest with you," he said in a whisper.

"What do you mean?"

"I mean that I haven't told you everything about myself, that I've been hiding some of who I am...from you and the others. The truth is, I-" Before Billy could finish, Twilight walked up to him a brought him into a hug, cutting him off.

"Billy, I know that have been hiding a bit of yourself, but that's okay," she said softly, trying to reassure him. "I don't need to know everything about you to stand by what I said, that you are still apart of this family and still precious to me. No matter what your secret is, I will always feel that way." She had been trying to comfort him, trying to make him feel wanted, but in reality he was even more scared. She might say that now, but what about when she found out that he and who she hated were one in the same? He had just found a new family, he didn't want to lose them again.

"Thanks Twilight...it means a lot," he said with a small smile, at least trying to look grateful. She smiled as well and helped him up the stairs into the bedroom, leaving to get Spike once he was seated on the bed. Billy's head spun as he tried to think of what to do. She said that he would be a part of the family no matter what, but she loathed his other half almost as much as she had Erebus. Should he tell her the truth and hope that she'd keep to her word? Then again, his powers hadn't returned yet, giving him the impression that his powers were gone forever. Billy sighed and flopped down on his bed, his mind racing. The silver mare had said that his powers would return when he found something to fight for, but wasn't fighting for others enough? He closed his eyes and tried to think about the problem some more, but he slipped off to sleep before he could figure anything out. But contrary to what he had been thinking, his dreams were filled with him and his new family.

And What Good Is A Storm...

Black clouds.

Those were the first things to greet Billy's eyes as he woke up the following morning. He had awoken to find that he was feeling better for the most part, but he was still powerless. With a sigh, he turned to look out the window and found to his surprise that black clouds were covering the land, not the bright, sunny skies he was used to seeing. Billy was an expert on thunder and lightning, the knowledge coming from his magical power, so when he saw these clouds, something inside of him shuddered. These were not natural clouds, these were something more. At the moment he had no idea what, so he decided to push them from his mind. He hopped out of bed to find Spike sleeping in his little bed. Billy needed to talk to Spike and Applebloom, the only two he could confide in at the moment.

"Psst. Hey Spike, wake up," Billy whispered, shaking the dragon a little. Spike mumbled something about Rarity and turned back over, ignoring Billy. "Okay, so we're playing that game?" Billy walked into the bathroom and filled a cup with cold water. He walked back out and started to tip the cup over, letting just a bit of the water fall onto Spike’s head. The stubborn dragon still remained asleep and just brushed the water off. Billy shrugged and turned the whole thing over.

"GAH! What the heck?" Spike shouted as he was very rudely interrupted from his sleep. He looked over to Billy with a glare in his eyes. "What the heck? Why did you wake me like that? Don't you know its bad luck to wake a sleeping dragon?"

"No. Is it?"

"It will be when I'm big enough to eat a house," Spike mumbled, standing up and stretching. "So I can only assume that you wanted to talk to me about something given the way you woke me up?" Billy pointed out the window to the clouds, which had seemed to grow even darker in the short time he had been up. Spike wasn't impressed. "You woke me up out of my lovely dream to show me some dark clouds?"

"Something’s up with those clouds, Spike. My...special abilities tell me that," Billy said seriously. Spike's face lost its annoyed look and became more concerned.

"Have your powers returned yet?" Spike asked in a hushed voice.

"No, but I've been around magic long enough to know when there's dark magic around me. These clouds...they aren't natural."

"Not natural?"

"Evil, dark; signifying that something really bad is coming," Billy said in a tone so that not even the skeptic Spike could doubt him.

"So what do we do?"

"For now we tell Twilight and get her alerted. After that I want to go to Applebloom's and see if she has any ideas on what could be happening."

"And why don't we just tell Twilight about your feeling?"

"Because she doesn't know that I'm Marvel."

"Oh...wait, does that mean Applebloom knows?"

"She smarter than I thought," Billy said with a shrug. "Come on, let's go talk to Twilight." The two descended down the stairs to the living area, where Twilight was hard at work trying to make a breakfast that wouldn't kill the two of them, with little luck.

"Oh, hi boys, I thought I heard your voices," she said cheerfully, despite the fact that she looked like she had been attacked by a pile of flour. "What were you two talking about?"

"Billy decided to wake me up with cold water," Spike grumbled, giving Billy a look. "I then proceeded to tell him what would happen if he tried that on a dragon much bigger than me."

"Glad to see that you two are bonding. Sit yourselves down, breakfast will be ready soon," she said with a smile, both Spike and Billy looking at what she called breakfast with a bit of dread.

"Um, Twilight, I think I should take over from here," Spike said in a careful tone, trying to move past Twilight to get to the kitchen and looking to Billy for help.

"Um, yeah, I need to talk to you about something," he said quickly. Twilight turned from the kitchen and walked over to him, much to the relief of the two.

"Sure, what's up?"

"Have you seen the weather today?" Billy asked, not sure how'd she respond.

"Yeah, it's a bit odd. We weren't supposed to have a storm for another few days," she muttered to herself, looking out one of the windows. "Oh well, I'm sure those pegasus ponies know what they're up too."

"Actually, I don't think that this is not normal weather," Billy said slowly. "I'd feel a lot safer with the Elements of Harmony around."

"What do you mean? Pegasi sometimes move a storm up in the week so that we'll have better weather later on."

"Just trust me on this, I...have a feeling." Twilight wasn't impressed.

"You have a feeling? That's the reason why you believe that this storm is not normal?" she asked with a raised eyebrow. The nod Billy gave her probably didn't help as it garnered another look from her. "Alright Billy, I'll talk to the other Elements."

"Wait, you believe me?" he asked dumbfounded.

"Family trusts each other, even when they're not sure what anothers going on about," Twilight said with a smile, passing up her breakfast and heading for the door. "And seeing as you're part of the family, I figure I should trust you and your "feeling." I'll go gather the Elements." Billy watched her leave, amazed that she had believed him. He wasn't lying; this was something that he knew to be true but just couldn't explain to her fully. Spike sat down beside him and passed him his food.

"Plain salad with nothing else added," he assured his friend. "So, what's the plan this time?"

"With Twilight having the Elements of Harmony on standby, the coming threat might be averted," Billy said while he ate, thinking over his steps in his head. "Next is to follow up what Twilight told me about past villains and try to find out which one of them would be behind this plan. You still have the book?" Spike walked over to a shelf and pulled the book on Equestria's monster out and brought it over to the table, opening to a few pages that he had marked.

"You're lucky nopony wants to read this," Spike said with a smile as he looked down the page for the monster he was after. "Okay, first up is Nightmare Moon."

"Describe her for me."

"Um, ability to control smoke and darkness, sought to cast Equestria into eternal night, powers that rival Celestia's. That sound like any of the ponies you fought?"

"A bit. The smoke and darkness fits, but they only sought destruction, not to cast all of Equestria into an eternal night. Who's next?"

"Chrysalis, queen of the changelings, who are able to take on the shapes of others. The feed primary on love and every time she has shown up was to take the ponies love and feed on it for herself and her children. That sound better?"

"Worse, actually," Billy muttered, looking over at the picture. "None of my opponents could shape shift and were completely alone. Chrysalis is out."

"Hmm, that just leaves Sombra then," Spike muttered, turning the book so Billy could look. "Sombra controls darkness as well and tried to conquer the Crystal Empire a while back. But thanks to yours truly, he was defeated and destroyed."

"Wait, you beat a supervillian by yourself?" Billy asked amazed, to which Spike grinned sheepishly.

"Well, I had a little help, but it was mostly me!" Billy looked at the picture of Sombra, his gut telling him that this was the pony. He had the powers, the motivation; this one was a conqueror and would use others to try and take what he wanted, which was exactly what had been happening.

"This is the guy," Billy confirmed, his gut never being wrong. He looked out the window at the darkening clouds, knowing what to do next.

"Come on, let's go talk to Applebloom."

"Why?"

"I want to see if she knows what's going on."

"Why would she?"

"She figured out my identity, so I figure that she knows a lot," Billy said, putting the book back on its shelf and heading out the door with Spike behind him. The town was finally looking like it was getting back to normal. Houses were starting to go up; the streets were being repaved and all looked like it had when he had first arrived. Which made his prediction about the evil coming even worse. He waved to the ponies that waved to him but for the most part moving at a fast pace to where Applebloom lived.

"Hi Billy!" an excited voice said. Billy turned to find Pinkie Pie standing behind him, apparently having scared the crap out of Spike.

"Hey Pinkie, what's up?" he asked while walking, wanting to continue moving.

"The sky, silly," she said with a giggle. "And also those weird clouds. Never seen too many of those around here. They normally signal something bad coming." So he had been right and something bad was on its way. From what he had been told about Pinkie, her Pinkie sense were never wrong.

"I know. Something about them just doesn’t feel right," he agreed, walking while she hoped along beside him. "What are you doing here by the way?"

"Twilight told me to meet her at the library. She said that you wanted the Elements to gather because you had a bad feeling. So here I am!"

"Thanks for going. By the way, when you see her, tell her that Spike and I went to Applebloom's to talk."

"Sure thing, I'll see you two a little later today!" she said with an energetic smile and hoped off backwards down the street. Spike shook his head as he watched her go.

"She's a weird one," he commented.

"Yeah, but she's nice. Come on, let's go." The two headed for the barn in relative silence, until Spike asked a question that he had wanted to ask for a while.

"So why did you really come here?" The question Billy had been dreading. He went to say that it was an accident, that he hadn't meant to come here...but Spike considered him family and if he couldn't trust family, then who could he trust?

"I'm chasing a monster."

"A monster? Really? What kind of monster? Is it a hydra, a manticore? What?" Spike asked. Billy shook his head, thinking back to how many had died while trying to capture the thing. A hydra and a manticore had nothing on it.

"It is infinitely more powerful than any of those. Its name...is Doomsday." The last part was said in a whisper, Billy losing himself temporarily in memories.

"Doomsday? Stupid name," Spike said with a smile, hoping to make Billy laugh. But when Billy looked him in the eyes Spike saw only fear.

"He's no laughing matter. Doomsday is responsible for killing Superman," he said in his most serious tone.

"Who's Superman?"

"The most powerful guy on my planet. How powerful?" he asked before Spike could. "So powerful that he can move planets. So powerful that he can fly into the sun and come out unharmed. He's that strong. And Doomsday beat him to DEATH." With each word Spike's eyes shrunk smaller and smaller, until they had reached comical proportions.

"And you're supposed to capture him? That's insane! Even with your powers it sounds like this guy could easily kill you! Why are you here after him!?" Billy could hear the concern in his voice, which he was thankful for.

"Because I'm the only hero that can stand up to Doomsday at the moment. But don't worry; he should still be trapped in a suspended state, so he shouldn't be a problem." Spike looked relieved at this, but after a moment's thought fear returned to his face.

"Twilight told me that there was a monster attack in the north that the princesses stopped. Could that have been Doomsday?"

"No way," Billy said with a laugh. "Do you know what Doomsday would do to your princesses? Unless he was SEVERLY weakened, they'd stand no chance. So I'm fairly certain that it wasn't Doomsday that they were fighting...Also, could you keep what I told you a secret? I'm not sure if I was supposed to tell anyone while I'm here."

"Sure thing, bud, my lips are sealed," Spike assured him while motioning a zipper closing over his mouth. "Thanks for confiding in me though, glad to see you trust me." Billy thought about that. He did trust Spike a lot, didn't he? First with Captain Marvel, then with Doomsday.

"Of course, it's what brothers do." If Billy had been looking at Spike, he would have seen the dragons eyes get massive as he said this. The two continued small talk about what the other did for fun until they finally reached the farm. The dark skies hadn't dampened the Apple spirit and the two found most of the Apple family hard at work in the fields. Spike and Billy found Applebloom at the base of an apple tree, doing her best to knock the apples down. They watched as she took a position in front of the tree, aiming her back legs at it. She gave it a nasty glare before slamming both her hooves into it. The result was an angry Applebloom in pain.

"ARGH! Stupid apples! Mah sister can knock ya down no problem, but you won't fall for me! It's not fair!"

"Having some trouble?" Applebloom turned to face the two, pain and rage still on her face.

"No, ah'm perfectly fine," she growled, kicking the tree again with the same result. Billy and Spike watched in amusement as she continued before Billy got back to business.

"Applebloom, we need to talk," he whispered, making sure none of her family was around.

"About what?" she asked, kicking the tree again.

"About...Marvel," Billy answered after checking again. Applebloom stopped what she was doing and turned to face them, giving Spike a suspecting glance.

"He knows?"

"Yup."

"Alright then, what's up?" she asked, sitting down.

"You see the sky?" he asked her after sitting down himself.

"Yeah, what of it?" she asked, looking up.

"Those aren't normal clouds." Applebloom gave him a look, as if he had just confirmed a suspicion. "I'm not crazy. I have a connection to all magical forces through the power of Shazam. I can feel that those clouds aren't normal. That's why I had the Elements on standby when something happens."

"Ya said when. Ya know that something bad is gonna happen?"

"Positive."

"Well, what do ya want me for?"

"I figured I should tell you, as you figured out who I am," he said with a shrug. While she rolled her eyes, inwardly she felt happy that he had chosen to include her.

"Sounds bad. Any idea on how to get yer powers back?"

"No, but I'm sure they'll return in time. And with what Twilight told us about past Equestrian villains, it seems that they can handle anything that's thrown at them for now." The universe is cruel and the moment Billy uttered those words a massive explosion was seen from the town in the distance. The three only stared for a minute before they were on their hooves and feet and running towards the city as fast as they could. Billy could hear the scream, followed by the sounds of laughter, evil laughter that he was all too familiar with.

"What's going on?" Spike asked as they got closer.

"No idea. Keep running!" Applebloom shouted back. As the three approached the city, they watched as blast of rainbow colored magic flooded the area, only to be counteracted with beams of darkness and power. The waves created by the two magical forces nearly knocked the three off their feet and hooves, causing them to pause.

"Seems the Elements are battling back," Billy muttered, watching as Rainbow Dash and Twilight ascended to the sky to fire rainbow bolts on the unseen foe before they were both swatted down. "Come on, we need to go help them!" The three ran into the city, being met with a wave of ponies trying to escape the conflict. They fought and pushed for a full minute before finally reaching the outskirts of the battle, each letting out a gasp at what they saw.

The Elements of Harmony, the most powerful known force in Equestria, were fighting for their lives. Fluttershy looked like hell, badly cut and bleeding profusely. Pinkie's eternal smile was gone, replaced with a look of rage that would put the stare to shame. Applejack was barely standing, having to be rushed away from the fight by a beaten up Rarity. The only two ponies still fighting on the front line were Twilight and RD, neither of which looked to be in the best condition. Then the three looked across the battlefield to their opponents.

They were like something out of a nightmare. The biggest one was a blood red color, wielding a massive broadsword with a demonic smile in his face and fire in his eye, cutting down any and all in his way. The one that stood behind in was much smaller, but equally as terrifying. He was dark black with twin scythes floating around his head, sickeningly stained already. The skull on his face only added to the horror and his cold, dead eyes completed the look. The disgusting creature that the other three stood far away from made the three gag to look at. He was bulky, ugly and looked like something out of the black-plague era. He wielded no weapon, but anything he touched withered and died, even buildings crumbled under his touch. His sickening laughs sounded like a dying man and made the group shudder. But as terrifying as those three were, the pony bringing up the rear was the real terror. He looked normal, sophisticated even, but one look into his eyes told a much different story. There was no emotion. No love, no rage; nothing. Billy could feel his rage building as he watched the pony look down at a corpse with a smile, seeming to enjoy all the destruction around him. And what circled him haunted the dreams of all that cast their eyes upon them. Two dog like heads on chains circled his body, scarfing down on corpses and living beings alike, as if starved.

"W-what are they?" Applebloom asked in terror, her young mind trying to comprehend the death and destruction in front of her.

"I-I've only read about them in legend," Spike whispered, looking upon the group with pure fear in his eyes. "Those four are responsible for the death of the old king and queen, the parents of the princesses. Each of their names represented a different curse that has been cast on ponies since the ancient times! The signify the end, for they are-"

"The four horses of the apocalypse," Billy said with a growl.

...Without A Little Lightning?

Billy hated these four. The four horsemen, or in this case, horses, of the apocalypse. Responsible for a number of different problems that plagued humanity, he had battled them on a number of different occasions. They were strong enough to push even Captain Marvel to his limits, and he was without that gift now. So as he glared at this world’s version of one of his most hated foes, he realized that he could do nothing to stop them.

"How do you know of the four horses?" Spike asked as Twilight and Rainbow Dash mounted another offensive at the four. Twilight and RD combined their blasts into a single beam that shook of power, but War and Death combined weapons and used them as a shield to block the energy. The explosion forced all to cover their eyes, blinded by the colliding powers.

"Trust me, we've met," Billy said with a scowl, watching as the two Element wielders glared at the four, who were laughing at the attack. "Why aren't the Elements working? I thought that they were your world’s most powerful weapon?!"

"They are, but only if used together!" Applebloom shouted. "With mah sister out of the picture and Fluttershy barely able to stand, they've been separated and unable to unite!" Billy scowled, watching with rage as Twilight tosses up a barrier around herself and Rainbow Dash as death let a green blaze of magic towards the two. They were tossed across the field and landed with a thud on the other side, the four laughing at their feeble attempts.

"I thought that these new Elements were supposed to be a threat," War said with a chuckle, watching as Twilight and Rainbow Dash struggled back to their hooves, Pinkie Pie and Fluttershy hobbling over to them.

"They are filled with such life," Death said with a smile, licking his lips at the four. "I can't wait to snuff it out."

"I will eat them all! They will feed me!" Plague yelled with a gleeful chuckle, advancing towards the four. "Devouring them gives me strength, strength to eat more!"

"Now, now, we should at least give them time to say their last words," Famine said with no emotion, watching with a small smile as his brothers advanced towards the group. "After all, they were worthy opponents." The four started laughing at the group again, continuing their advance at a leisurely pace. While they were advancing, Applejack came hobbling back to the battle, with a very concerned Rarity following her. Billy, Spike and Applebloom ran over as well, Twilight looking at both Applejack and Billy's group in terror.

"What are you doing here? You need to run! This place is dangerous!" she half screamed, looking back at the advancing force.

"Ya need all the Elements to stop them," Applejack wheezed with a smile. "So ya'll gonna need me."

"You are in no condition to be fighting! You could be-"

"What, killed?" Applejack asked with a thin smile. "Twi, we've been through these kinds of situations before and pulled through, even when the odds looked impossible. We did it then and we can do it now." Twilight was hesitant, looking down at all the wounds that Applejack had already sustained and how she could barely stand on her own.

"Sis," Applebloom whispered, looking terrified at the damage she had sustained. Twilight looked at her friends with uncertain eyes, not wanting to put them into even more danger. But as she turned towards each of them, they each gave her a smile of confidence in return. She saw that they were still willing to fight against the apocalypse and stand beside her, no matter the danger. So with a sigh of resignation and a small smile, she turned back towards her enemies with determined eyes.

"Elements of Harmony...let's end this," Twilight said with a smile. The six ponies formed a circle with twilight in the center, letting their inner harmony begin to flow to each other. The combined powers formed a magic field around them, starting to lift the six into the air. Billy watched in amazement, the feeling of this power up close sent shivers up his spine. The six floated there with their eyes closed, letting the power encompass them. Then they all opened their eyes as the power reached its peak. Three of the horses watched in terror as their only weakness reached its peak of power, slowly backing up. Except Famine.

WHAM!

Before the six could fire off the beam of harmony, Famine had launched his chain towards the six, one of the heads on the end biting down into Twilight. She screamed in pain as she was ripped from the sphere of magic and straight towards the four horses. Famine flicked his head and she was tossed through the side of a building and out of sight.

"TWILIGHT!" everypony called out. Without Twilight there, the harmonic field faltered and fell, dumping the other Elements to the ground. While they struggled back to their hooves, Famine laughed at them in a mocking tone.

"I can't believe you were all this stupid," Famine said while laughing. "Did you SERIOUSLY think that I would stand here and let you charge up the one magic in all the land that could stop me?" he asked in disbelief, laughing even harder at the looks the group gave him. "And for you three," he began, turning to his family. "Why did you fools just stand there and let them access that power? I swear, if I any of you had any brains I wouldn't need to be the one who had to do everything."

"S-sorry brother, we were just...intimidated by the power that nearly killed us," War muttered weakly. His brother rolled his eyes and walked over to War.

"Then make up for it by getting rid of the rest of them," he said in a small voice with a cold smile, causing the others eyes to shrink in fear. "Well, go get them!" War, Death and Plague each let out a roar and charged the remaining Elements.

"You three! Get out of here!" Rainbow Dash yelled at Billy, Spike and Applebloom before charging towards the oncoming attack with her friends. She flew right into War, but he swatted her aside. She bounced off the ground but quickly got airborne again and resumed her attack. Pinkie and Fluttershy were "fighting" Death off to the side. Pinkie would bombard him with party supplies that he would slice through with his double scythes. Fluttershy, while not able to fight Death directly, would sneak around to his side and fire off the stare in his direction, temporarily distracting him. That was until he slammed the butt of his scythe into the ground and created a dark pulse that knocked the two away. They each staggered back up and resumed fighting. And Applejack and Rarity battled with Plague...mostly.

"I am not fighting that thing!" Rarity exclaimed, giving a horrifying look at the mass if boils and rashes that was advancing towards her.

"Rarity, forget about yer darn clean freak issues and help me!" Applejack called out in an annoyed tone, lassoing Plague and trying to halt his movements. Plague just chuckled and exhaled on the rope, decaying it in a manner of seconds. He laughed again and rushed towards Rarity.

"You look delicious! I eat you!" he roared with a smile, sprinting towards her. Rarity let out a scream and spun around, bucking with all her might. The combined effect of her adrenaline and her desire to stay clean boosted her strength tenfold, giving her strength far beyond what she was normally capable off. Her hooves caught Plague right under the jaw and launched him through the air ans sent him crashing right on top of Death.

"Good job, Rarity!" Applejack said a smile, amazed at her buck that would put Big Mac to shame. "That was some impressive kicking!"

"GAH! THERE IS SLIME ON MY HOOVES!" she screamed in a panic, pulling out a handkerchief and wiping her hooves furiously. With the two out of the way, the five ponies concentrated their attack on War. As strong as he was, he was unable to fight the five of them off. Pinkie fired a blast of cake straight into his face while Rarity used her newfound strength to toss her couch at him, crushing him underneath. He sprung to his hooves and tossed the couch off, only to receive a double uppercut from AJ and RD. The strength of the two mares flattened him and he lay dazed on the ground, where he was helpless as Fluttershy looked into his eyes and gave him the stare. Billy, Spike and Applebloom looked at what had happened in amazement, watching as they tied up the other two.

"They won!" Spike exclaimed, running over to the group, followed by an equally excited Applebloom. But Billy was cemented to the spot, knowing that the battle wasn't over yet. He looked at Famine, the only one that hadn't really fought yet, a feeling of fear overwhelming him. Famine looked over to his defeated brothers and gave a small sigh while putting a hoof to his face.

"It just goes to show that if you want something done right, you have to do it yourself," he groaned. The five Elements and the two children turned to him, victory written in their eyes.

"Give up, ya can't win!" Applejack called out, each of the others agreeing.

"Correct. We beat your filthy brethren and now we shall stop you!" Rarity yelled in agreement. Famine let out another sigh and looked back over to his brothers, shaking his head.

"What the heck are you three doing? I told you to fight." As if his words gave them power, War let out a roar and flexed his muscles, breaking through the rope that bound the three. The Elements turned in terror to face their "defeated" foes as the three each got back up and smiled at the group.

"I have to admit, you are all stronger than your predecessor," War said with slight admiration. "But now we end this," he said with a frown, pulling his broadsword out of thin air.

"Agreed, you have been alive for too long," Death said with a sigh, his scythes reappearing at his side.

"Must eat. Must feed," Plague said in a whisper. The Elements backed up as the three began to advance again, serious this time. War let out a roar and moved with speed that one would not attribute to one of his size. RD barely had time to blink as he slammed into her and drove her through the wall of a building.

"RAINBOW!" Applejack called out right before she too was tackled by Plague to the ground. She screamed as the acid like body began to eat through her skin, with Plague chuckling mercilessly.

"You smell of apples. I feed on apples," he said while licking his lips, opening his mouth to reveal hundreds of pointed fangs. He swung his head down to bite into her neck, but Rarity once again kicked him into next week.

"Get off my friend you vicious brute!" She roared, winding up for another kick. But this time Plagues body changed into a goo like substance and spun around her leg, wrapping around it and throwing Rarity into the air. She screamed and tried to use her magic to levitate herself to the ground, but Plagues elastic body shot up and whacked her across the head, knocking her back down, where she landed hard and didn't move.

"Feed," Plague whispered, turning back to Applejack, who had been dragged form her spot by her sister. Plague chuckled at the sight and began to walk after them, ignoring the fight between Death and the other two. Pinkie Pie let out a scream and started unloading party favor after favor from her cannon, trying to drown Death in a party. But he cut through the items with perfect timing, slicing and dicing like some dancer. Fluttershy tried to use the stare on him, but he was now fighting with his eyes closed, listening for the pony’s heartbeat in order to locate them. When he was close enough, he spun through the air and caught the party pony under the jaw with the back of his scythe, knocking her for a loop. Fluttershy barely had time to gasp before he spun around and knocked her down as well, coming to a stop on one hoof and opening his eyes. Billy looked on in fear, barely aware that Spike had rejoined his side. All of the Elements had been defeated and there was no one left to fight.

"Well, that takes care of them," War said with a chuckle, tossing RD down at his brothers hooves. The other two followed suit, tossing down the other four, except for Plague who received a slap across the head for trying to eat AJ and AB. "Why are we keeping them alive instead of finishing them off?"

"Simple. Imagine the look on the face of that idiot of a ruler when we storm her precious city while dragging the broken bodies of her precious Elements behind her," Famine said with a chuckle, looking up to Canterlot with cold wrath in his eyes. He looked over and noticed Spike and Billy, a cold smile forming on his face.

"Say, isn't that the angel?" The other three turned towards Spike and Billy, equally evil smiles forming on their faces.

"It is, isn't it?" War said with a laugh, drawing his blade again. "Let's see how strong he is."

"Such a majestic, burning life," Death said with a sneer. "I loathe those kind of lives."

"Feed. Eat," Plague said with hunger in his voice. Billy knew that they were after him and there was nothing he could do to save himself. But he could still save his friend.

"Spike, run," he said as calmly as he could, staring down at the advancing three.

"What? No, I’m not-"

"Spike, they're after me, not you. Run and you can still escape." Spike looked to the advancing ponies, fear clearly written on his face. But then he looked to his friend and clenched his fist, the fear turning into determination.

"No, I won't abandon my friend," he said with certainty.

"Such friendship...it disgusts me," Famine said while pretending to gag. "Kill them." The three let out a roar and rushed towards the two, who looked on helplessly.

"NO!" A blast of sheer magical might tore apart the ground that the three had been standing on, tossing them in different directions. Famine looked up as Twilight landed in front of the boys, her body in terrible shape but sheer rage in her eyes. "You will not touch my family," she said in a cold rage, her body trembling with the magic and fury. The three horses got back to their hooves and walked back to in front of her, smiles still on their faces.

"Well, princess, I'm surprised you're still alive," Famine said with a small chuckle. "But you are mistaken if you think that you will live much longer. Brothers." The three other horses roared and charged Twilight, who held her ground. She fired a beam of magic into War's chest, knocking him back away before taking to the skies to avoid Death's attack. She began to bombard them from above with magical spheres, forcing the three to take shelter under their weapons, with Plague eating her magic attack. She growled and prepared to fire another attack when Famine's chains wrapped around her waist and slammed her back into the ground. She coughed up a little blood and struggled to stand back up, but was unable to do so. The four horses formed a circle around her, laughing at the almighty princess.

"Like I said, not much longer," Famine said with a smile, raising a hoof to crush her.

"PRINCESS!" The four turned to find a dozen guards that had appeared on the scene.

"Oh look, some entertainment," Famine said with a chuckle. The captain of the guards was a pegasus that stood head and shoulders above the rest snorted and lowered his spear.

"I will say this once; release the princess or be met with lethal force!" he roared. Famine pretended to think about it before looking back to the guard with a smile.

"I think we'll take option number two. Get them." The guards roared and charged towards the four, who, minus Famine, roared in return and charged the guards. Spike and Billy watched in horror as the guards were slaughtered, barely able to put up a fight.

'It is terrible, isn't it?' Billy turned to his left and found the silver mare standing beside him, shaking her head at the massacre. 'I have seen so many lives lost this way. Over pointless fighting.'

"Now you show up, after everything is lost," Billy said in a cold rage, shaking from his anger. Spike looked at him in confusion, unable to see the mare. "The Elements have fallen and the guards are dying and now you show up at the bitter end."

'It is not over yet. There is still you.' Billy literally laughed out loud at this, resulting in Spike looking at him as if he was crazy.

"Me? In case you haven't noticed, I still don't have my power and am still useless! I couldn't find the solution that you said would help me to regain my powers! I can't do anything!" The silver mare sighed and turned to face Billy with her hidden eyes.

'You still know so little. Have you forgotten why you were granted your powers in the first place? Because you would help others, despite being powerless. Captain Marvel didn't make you a hero, you were already one.'

"That's all fine, but right now Billy Batson can't do anything by myself. I need the powers of Captain Marvel to save everyone, but I'm still powerless," he said in a dejected voice, tears falling from his eyes. The last of the guards had been finished off and the four turned their attention back to the two.

"Well, that was a fun distraction," Death said. "Now back to these two."

"Not on your life!" Twilight screamed, teleporting herself front of them and throwing up a massive barrier despite barely being able to stand. The three horses began to throw themselves into the barrier, cracks begging to appear in it.

'Powerless to fight the threat? Look at this pony in front of you. She cannot defeat these foes and yet she still fights. And do you know why? Because she loves you and Spike as family, enough to give her life to protect the two of you. There is more than just physical power Billy.' She looked at Billy and saw that her words weren't reaching him. 'Do you know why you were chosen to inherit the power of the gods?'

"Of course I know that. Shazam needed a hero to replace Black Adam and he chose me."

'Wrong, child. He did not just choose you to replace a fallen hero, he chose you because of who you were. Always kind, always standing up for others; always sacrificing yourself for others no matter what they thought of you. Your powers are not tied the word Shazam, they are tied into you.' Twilight's barrier finally fell and she was tossed across the ground. She could barely lift her head before War slammed a massive fore hoof into her face.

'You were chosen because of who you are Billy, not that you were destined for power. Shazam saw something in you that he saw in no one else. He picked you over everyone else, even Superman.' Twilight blasted War off, but was immediately taken back down by Death, crying out in pain as his scythe cut through her skin.

"I get all that, but I still don't know why I can't access my power," Billy said in sorrow, watching as the three continued to kick Twilight around. "What am I doing wrong?" The silver mare looked at him with uncertainty, debating if she should tell him or let him figure it out. But as she looked back at Twilight and the desperate situation she was in, a memory of a very similar situation flashed through her mind. She could not let this end the same way.

'The reason you are unable to access your powers is because you have not been Billy Batson.'

"What?"

'Your powers are tied to who you are, not what you do. And you have not been yourself. You haven't told the ponies about your other half, trying to hide it in fear of being rejected. The Batson that was chosen by Shazam would still feel the fear, but he would fight through and overcome, no matter the consequences. If you want your powers to return Billy, be yourself. Do not be the Billy that is afraid, be the Billy that is a hero.'

Billy looked down at his hands, not noticing that the silver mare had vanished. Was that true? Captain Marvel had forsaken him because he had been afraid, that he had been hiding a bit of himself? He wanted to believe that she was wrong, but he knew she was right. He had been afraid of being found out and being rejected, afraid of being cast out again. He was afrriad that Twilight would cast him out. But his fear had even cost some ponies their lives, lives that would never return. He knew that he had failed, that he didn't deserve the power that he had been granted. But he HAD been granted that power and now it was time to use it. He began to walk forward, ignoring Spike's questions.

"HEY, UGLY! GET AWAY FROM HER" he yelled out to War, who was crushing Twilight under his hoof. All of the ponies stopped what they were doing and looked at him in disbelief.

"What did you call me?" he asked with a small laugh, not believing that this was happening. Twilight managed to wiggle out from under his hoof a little so that she could speak.

"Billy, what are you doing? RUN!" she cried before Death smashed his hoof into her chest. War drew his blade and began to advance towards Billy.

"I'm going to give you one chance to apologize and beg for mercy, kid," he said. "Before gut you like a fish."

"And I said get away from her, ugly," Billy said in a serious voice. War let out a chuckle and snorted.

"I like your guts kid, but I'd prefer them all over the ground!" he said with a yell as he charged at Billy. Twilight tried to call out again but couldn't and was forced to watch with tears falling down her face as War charged towards the child, his sword lifted above his head.

"Any last words?" he asked as he leapt into the air. Billy took a deep breath and planted both feet squarely on the ground, looking to the heavens and yelling,

"SHAZAM!"

KKKKKKAAAABBBBBBOOOOOOOOMMMMMMMM!

War was tossed back from the resulting lightning bolt which also tossed up a cloud of dust as it struck Billy, obstructing him from view. Twilight screamed while War got back to his hooves a bit dazed.

"Ugh, the heck was that?" he asked, looking towards the dust cloud. All the ponies could see was the dust, until a yellow lightning bolt flashed through the dust, which was followed closely by another. Footsteps were heard and a dark outline could be seen walking out of the dust.

"Billy?" Twilight asked in hope as the figure walked out before gasping at what she saw. Instead of the small boy she had accepted as her family, she saw someone else. He was at least six feet tall and wore a red suit that had a golden lightning bolt running down the front. On his wrists were golden gauntlets which matched the golden grieves on his legs, both of which crackled with power. He stood tall with his white cape flowing behind him in the breeze. The others could feel the terrifying power radiating off of him, but what terrified them the most was the look on his face; a look of sheer rage complete with glowing gold eyes that crackled with power. He began to walk over to where Death was holding down Twilight, the ground cracking under his feet. Death backed away as he approached and went back to his brother’s side. Captain Marvel knelt down and scooped Twilight into his arms, turning around and walking her back over to Spike.

"B-Billy?" she asked. He looked down at her and nodded with a smile.

"Hey, where are you going? I have a bone to pick with you!" War shouted at Marvel.

"Shut up," Marvel said quietly, looking back to War. "I'll deal with you in a moment." War backed up in fear as Marvel walked over to Spike and gently placed Twilight at his feet. "Watch over her Spike. I have some scum to clean up." Spike could only dumbly nod as Captain Marvel stood back up and walked back over to where the three horses stood, crossing his arms with a glare.

"Impressive transformation, but you're still the weakling that we were going to beat senseless," War said with another chuckle, pointing his sword at Marvel. "And once we're done with you, we're going to crush Twilight along with the rest of-"

CRACK!

War cried out in pain as Marvel crushed his hoof in his hand, the other two jumping back as Marvel seemed to materialize in front of them. War cried out even louder as Marvel began to close his hand even more around his hoof and he dropped his sword in pain. Marvel just simply glared at him, letting the rage circulate through his body.

"No, you won't." Marvel drew back his other hand and slammed into Wars chest, hearing the sounds of bones shattering under his fist. War didn't even cry out as he was launched backwards through the air until he collided with a building, falling to the ground with a thud. The other horses backed up as Marvel turned to face them, cracking his knuckles as he did so.

"Now then, who's next?"

Storm of the Century

"Twilight! Twilight!"

Twilight groaned and opened her eyes at the call of her name. She looked up to find Spike standing over her with worry in his eyes.

"Spike? What's going...?" She tried to stand up, but her body was filled with pain and she collapsed back to the ground, causing Spike to panic again.

"Twilight, are you alright? You shouldn't be trying to stand," he advised her. She groaned again and lied back down, trying to ignore the pain coursing through her. Then she remembered what was going on.

"W-where's Billy?" she asked, starting to look around.

"Um, he's-"

"WHAM!

Twilight and Spike both looked over towards where the four horses had been standing and witnessed the battled that was going on. Billy, or Captain Marvel, was battling with three of the four horses, not only holding them off, but actually beating them back. Death attacked him with a frontal attack so Plague could dive bomb him from above. Marvel blocked the scythe swing with his gauntlet, sending a shower of sparks everywhere. He looked up and raised his arm to catch the falling pony, wincing as Plague's body began to burn his skin. Plague let out a small chuckle only to be tossed back up into the air and grabbed by the tail. Marvel then swung Plague right into his brother, knocking them both back. Marvel didn't even have time to catch his breath as chains wrapped around his throat and pulled him to the ground. Famine the let the dog heads lose and they tried to bite into the hero, who grabbed both heads by the throat and managed to keep them back. Death and Plague began to attack from behind, forcing Marvel to take to the skies.

"We...need to help," Twilight panted, forcing herself back to her hooves despite the pain.

"Twilight, you are in no condition to help," Spike said while helping to support Twilight. Then he looked to Marvel who had Death in a chokehold with a smile. "Besides, I think he's got this." Twilight watched the battle with concerned, but also confused eyes. Billy and Captain Marvel were one in the same? If she had the strength to kick herself she would’ve. It was so obvious now that she knew. Captain Marvel looked like a grown up Billy, one had never been seen with the other; it was so obvious, why hadn't she seen it before? She looked down from the fight to her friends who were still lying unconscious on the ground next to what remained of some guards.

"Come on, we need to help the others," Twilight panted, working her way over to the others with Spike's help. While Twilight and Spike started tending to the others wounds, Captain Marvel continued his battle against the remaining three horses. Death had managed to escape him thanks to the aid of his eldest brother, but was still in bad shape. Plague had been flattened by a kick to the chest and was out of the fight. That just left Famine, who had managed to avoid nearly all of Marvels attacks.

"Give it up Famine, you can't win," Captain Marvel said with certainty, floating over his foes with his arms crossed. Thunder flashed behind him from the dark clouds, giving his words extra emphasis. Death looked to his elder brother with worry, hoping that he had a plan. Famine just simply smiled and began to spin his chains.

"Can't win? Marvel, I have been told that many times throughout my long life and you know what? I still win." His chains shot out towards Marvel who immediately put up his arms to block. But to his surprise, the chains shot right by him and grabbed onto War, who was still lying beaten on the ground. The dog heads howled and bit down into him. Famine closed his eyes and began to transfer his own energy into War, glowing with power as he did so. War roared in rage as his power shot past what it originally was and he sprung to his hooves, fully charged. Famine disconnected the chains and tossed them onto Plague next, repeating the process. Plagues body turned a deep green and acid began to pour from his wounds, giving him even greater corrosive ability. Finally, the chains bit down on Death and flooded him with power, changing him into a being that killed whatever he stood by, changing his weapon into one massive scythe.

"Now that my brothers are no longer pathetic, you'll find that they are more than a match for you," Famine said with a smile, despite being winded. The three roared in unison and charged Marvel with even greater speed. War leapt into the air above Marvel and swung his sword with incredible strength. Marvel reached up and caught the blade in-between his hands, the force of the swing combined with his own power cracking the ground in the process. Death slipped to the side of him and went for his exposed midsection with his scythe. Marvel countered by bringing War's blade down in front of the oncoming attack and blocking it. He then grabbed onto the end of the scythe and swung Death into War, tossing the two of them aways back. He slammed a foot into the ground and launched himself towards the two as they were standing back up, but he was intercepted by a wall of acid. He cried out and backed up as Plague reformed in front of the other two.

"See what I mean, Marvel? My brothers are more than a match for you," Famine said with a slight chuckle. Marvel didn't say anything in return, spending his time to formulate a strategy. The reason he was getting kicked around was because he was trying his best NOT to hurt his opponents too badly, trying to prevent them from being killed. But in their powered up state, he would have to use even more power and be even more careful in the process. He wiped the rest of the acid off his face and took up a fighting stance, waiting for their attack. Famine looked at him with a raised eyebrow, as if he could tell something was up. But before he could say anything, his brothers each roared and re-attacked Marvel.

Marvel didn't wait around this time. With the speed of Mercury he launched himself forward once again and intercepted War in mid jump and the two rocketed across the battlefield and into a building. War shook his head and raised his weapon above his head only to be punched in the jaw hard by Marvel. He let out a groan of pain while Marvel grabbed his legs and swung him at Famine, tossing the dazed pony at his brother. Just as Marvel had expected, Famine was too tired to get out of the way and vanished underneath the massive form of War.

"Brother!" Death and Plague both cried out, rushing to their brother’s side and tossing War off of him. Famine shakily got to his hooves and shook his head.

"I see that you are not all muscle, Marvel. Pity that that trick won't work a second time, though." As he said this, Plague resumed his acid like form and circled around his brother until he was shielded in a wall of acid. Death and War stood side by side, each drawing their weapons. Marvel again didn't wait for them to attack. He lifted both his fists into the air and slammed them down into the ground, shattering it and sending out a massive shockwave in all directions. War and Death were blown off their hooves by the force and knocked into the air, where they became prime targets for Marvel. He flew into the air after them, flying above them. He brought both his fists back and slammed them into both of the ponies, rocketing them back into the ground where they lay unmoving. He landed in front of them and walked past their craters, heading for Famine.

"So, any other surprise for me?" Captain Marvel asked with a smile, cracking his knuckles again. Plague let out a roar and rushed Marvel, launching himself into the air above Marvel and turning into a wall of acid. Marvel smirked as he did so and simple said,

"Shazam."

Plague screamed in pain as the magical lightning bolt descended from the sky and pierced through him, missing Captain Marvel who dodged the strike. Plague's body reformed and landed on the ground in front of Marvel, who simply stepped over him and walked towards Famine, who could barely stand.

"And just like that you dispatch of my brothers. Impressive," Famine said with a sneer before tossing one of his chains at Marvel. Marvel simply sidestepped the attack and grabbed the chain. He yanked with incredible force and pulled Famine off his hooves, directly towards the Captain who reached out with his other arm and caught him by the throat.

"So...this is it?" Famine asked through wheezes as Marvel began to tighten his grip. "You're finally going to finish me off? I have to admit, I didn't think you had it in you, but I guess I was wrong. By all means...do it." Twilight and Spike, who had managed to help the other Elements wake up and had helped them to their hooves, turned back to the battle in time to find Marvel holding Famine by the throat, a look in his eyes that neither of them liked.

"H-he won't do it, right Twilight?" Spike asked with a nervous laugh, looking to Twilight with fear in his eyes. Twilight was still in shock to find that Billy was Marvel and could barely think straight at the moment, but looking into Billy's eyes told her that Famine was in deep waters.

"I don't know Spike, I just don't know," she said in a whisper as the others looked to the battle as well.

"He won't do it," Applebloom whispered to Spike, walking over to his side. "He's better than that."

"Twi, what's going on?" Applejack asked as she ran over to her friend, looking at the situation going on.

"We're waiting," Twilight said in a whisper.

"Fer what?"

"To see what will happen."

"He won't do it, will he?" Rarity asked in concern. Marvel was having the same thoughts at that exact moment. He could feel the fear coming off of Famine, knew that he was out of ideas. He thought back to when he had been in this situation with Erebus a few days ago. He had let him go in an act of mercy and Erebus had returned and destroyed a place that he had come to call home. He had spent his second chance and wasted it. Famine was even worse than Erebus and would return to exact his revenge, so why should Marvel let him go? Why should he spare him? Marvel began to tighten his grip around Famine's throat, causing the pony to begin to suffocate.

"So...what...will it be...hero?" Famine managed to spit out, despite having his throat nearly crushed. "Will you...finally do what...is needed and end me? Or...are you too weak?"

"I could crush you with a single twitch," Marvel whispered in a very low voice. "And after what you have done to these ponies you deserve no less. Why should I spare you?"

"Because all you...heroes are always merciful at heart...even when it gets others killed," Famine gasped out with an evil smile. "If I was you...I'd hurry and do it."

"You're right. If you were me you would kill your foe without any hesitation," Marvel agreed, hoisting Famine up to his eye level and looking into his eyes. "But you are not me and never will be. I may hate you, but I will not kill you."

"And that is your mistake!" Famine roared, letting his chains fly at War and Death, biting down into their beaten bodies. Marvel brought his left fist back to strike Famine, but before he could he found himself covered by a sphere of acid that cut off his air. He dropped Famine as he brought both hands to his face, trying to wrestle off Plague.

"Now you face our true power, hero!" Famine roared, closing his eyes and concentrating, beginning to draw power from his defeated brothers. War and Death both vanished in a flash of light, their energy traveling up the chains that had attached themselves to them and into Famine. Marvel finally ripped Plague off of his head and tossed him into the air, launching himself at Famine. He slammed into the pony...only to be knocked across the street by a powerful fore hoof to the face. Marvel crashed into the side of a building that came down around him from the impact, forcing him to dig himself out of the rubble, shaking his head. Famine shot another chain into Plague, absorbing his power into him as well. With the four brothers powers combined, Famine let out a roar to the heavens and began to float off the ground as a magical sphere of darkness enveloped him, obstructing him from view. The ground began to shake and buildings began to collapse from the magical sphere, which grew bigger with every second.

"What's happening?" Rainbow Dash yelled out over the destruction while trying to maintain her balance.

"It's over," Twilight said in a whisper. "They've gone into Apocalypse mode. Not even the Elements can stop them now. It is as the name implies...the end of our world." Her friends looked at her with fear filled eyes, not knowing what to do. If Twilight was giving up in the face of this creature, then what chance did they have? They all watched in terror as the dark sphere erupted with a blast that knocked all of their hooves with its might, reveling the terror within. The pony that stepped forward from the blast was one that seemed to be made of nightmares. It was as tall as the princesses, with a black and red coat that swirled like shadows, forming a different image of terror on it with each change. It had not one cutie Mark, but three, each representing the four that made it. Two bat like wings unfolded themselves and a gust of darkness flowed from them, causing all who felt its breeze to shiver. It opened its eyes, which were white, to look to its horn, a horn that was as bent and twisted as its personality. Its mane looked like black fire and burned anything that got too close to it. It looked down at itself and began to laugh, a laugh that caused even the farthest of ponies to shiver in fear.

"Twilight, how do we beat that?" Rarity asked in fear.

"We don't. The last time these four were defeated like this it was because the king and queen of Equestria gave their lives to weaken them and allow the Elements of Harmony to take effect. But they were two of the strongest ponies in history," Twilight said with tears in her eyes. "And without them, there is no stopping it. We lose."

"That is correct," it said in four voices, the voices of the four that now made it. The Elements looked on in horror as it fired a beam of four separate energies from its horn into Captain Marvel, who was still recovering. He held out his hands to intercept the blast, wincing as the blast connected and began to push him back. He planted both feet into the ground to try and stop the attack, but it wasn't enough. The blast soon over took him and he was pushed to the outskirts of the Everfree forest, where he then vanished in an explosion of pure white magic.

"Now then," it said, turning to the Elements. "I believe that we have some unfinished business." He walked over to them, the ground cracking under his hooves when he stepped down. He walked right up to Twilight, who shrunk under his gaze and power. He looked down at her and smiled. "I believe that this battle is over. You know that your precious Elements are no longer a threat to me and your greatest warrior has just been beaten. This fight is over. So either bow to me or die. Simple choice." The ponies looked to each other, not just for support, but also in hopes that one of them would come up with a plan to beat this monster. But as each second ticked by, their hopes fell even farther. That was until one pony spoke up.

"Ah won't bow to ya." All of the Elements turned in horror to the owner of the voice. Applebloom was standing defiant in front of the bringer of the end, not even batting an eye when he turned his gaze to her. "Ah'm not afraid of ya." Apocalypse looked at her with a curios gaze for only a second, before turning and walking over to her. Applejack ran over to try and put herself between the two, but Apocalypse used his magic to toss her out of the way.

"You do not fear me?" he asked Applebloom in a neutral tone, to which she shook her head. "You realize that if you do not bow you will die."

"Ah won't die, because yer gonna lose," she replied with a confident smile, gasps arising from the other ponies.

"Oh? And how is that?" Apocalypse asked with a grin, getting his face close to hers. And to the surprise of everypony there, Applebloom put her face right into his.

"Because we got an angel on our side."

WHAM!

The moment those words left her mouth a blur of red slammed into the side of Apocalypse and tossed him across the ground. He barely had time to register what had happened when a fist slammed into the side of his head, followed up with a left to his jaw. Apocalypse staggered back and tried to concentrate magic into his horn, but a knee into his snout from Marvel cut off his train of thought, though he was able to teleport away before the combo could continue. He re-appeared behind Marvel and hit him in the back with a pulse of energy, knocking him across town. Apocalypse started to gather magic again, but had to throw up a barrier to protect himself from Marvel's second attack. While the two titans battled, Applejack got back to her hooves and ran to her sister to make sure she was alright.

"It's alright Applejack, ah'm fine," she answered once Applejack had asked. "Not even a scratch on me."

"What the hay were you thinking?!" Applejack shouted in sheer disbelief. "That there pony coulda hurt ya or worse! Yer lucky that Marvel showed up or ya would've been a goner!"

"Nuh uh, ah knew that Bi-Marvel would come to save me. He's a hero!" While Applejack scolded Applebloom on how dangerous her plan was and how it had made her worry, Twilight's gaze never wavered from the fighting and the destruction in front of her. Now that she knew that Billy and Marvel were one in the same, the fear for his life nearly engulfed her. She cursed herself for being so blind and for only being able to watch as one of the kindest beings she knew was forced to face the embodiment of the end. Meanwhile, Marvel found that while he was able to overpower Apocalypse, the pony had many tricks up its proverbial sleeve. Apocalypse tossed up a smokescreen in front of Marvel, halting another string of attacks that he had started.

"It's pointless to hide. You need to beat me to win!" Marvel called out through the smoke, flying above it to get a better view.

"Maybe eventually, but I don't need to defeat you first!" Marvel's heart dropped when he realized that the voice was coming right from where Twilight and the others were standing. Faster than an eye could follow, he zipped over to them like a lightning bolt. Apocalypse appeared right behind Twilight, War's blade lifted high. Twilight barely had time to turn around as he brought the blade down.

"GAH!"

Twilight's eye widened as blood splattered her face. Marvel's bleeding body went flying past her and crashed into the ground at the hooves of the others. He had been fast enough to place himself between Twilight and the blade, yet not fast enough to bring his gauntlets up in time. He had a shallow cut across his chest that bled slightly, but still hurt. He staggered back to his feet and was immediately met with a blast of magic to the face, knocking him back down.

"You heroes are so predictable," Apocalypse said with a foul sneer, strutting over to the downed Marvel. "I knew that you wouldn't dare let any of these precious ponies get hurt, despite the risk to yourself." He positioned himself right in front of Marvel, who was on his hands and knees, and lifted the blade above his head.

"NO!" Twilight screamed and tried to throw herself at Apocalypse, who sighed in response and blasted her into a wall, where she slid down it dazed. He snickered and turned back to Marvel, who had managed to get back to his feet.

"Fool, you just don't know when to stay down." He roared and launched himself at Marvel, who watched him advance with calculating eyes. He waited until Apocalypse was right on top of him before falling onto his back and kicking with both feet, catching the pony in the gut. Apocalypse was launched into the air, legs flailing everywhere. He landed with a thud a few feet away from the other Elements, giving Marvel enough time to rush over to Twilight's side.

"Twilight, are you alright?" he asked with a wince, looking over her body for any wounds. She groaned and moved her head so she could look him in the face.

"Billy...you've got to run. You can't...beat this foe," she whispered, trying to get to her hooves, but he placed a hand on her shoulder and gently pushed her back down.

"You need to rest, you're in far worse shape than any of the others," he muttered, looking at the bruises that were formed by broken bones. Her ribs were black and blue, meaning that maybe half were broken. She held her wings at odd angles and Billy hoped that they were only bruised. He felt rage pulse through his body towards Apocalypse, but first he helped her to lay her head on the ground and comforted her the best he could. The other ponies ran over to her side as Marvel stood back up and turned back to Apocalypse, who was also getting up. He went to step towards his foe, but Twilight grabbed his ankle and held him back.

"You're...injured," Twilight coughed out, trying to pull herself back up again. He gently removed her hoof and smiled at her.

"Don't worry, this is nothing compared to what I'm going to do to him." He turned back to Apocalypse and launched himself towards him, arms outstretched so he could catch the pony. Apocalypse smiled and vanished in a dark flash, reappearing above Captain Marvel and landed on his back. Marvel growled and tried to shake him off, but the pony used magic to hold on as he blasted Marvel in the back multiple times. Marvel went down and crashed into the ground, Apocalypse landing beside him and slamming a hoof into his head. Marvel's vision began to blur as repeated hoof shots sent blood running down his face. His natural magic armor was beginning to fail him; he needed to do something now. Marvel spun on the ground and caught the next hoof strike in his hands, twisting his hands and snapping the bone as he did so.

"GRAH!" Apocalypse yelled and hobbled back, giving Marvel the chance he needed to get back up. Apocalypse turned around in time to watch the captain slam into his chest and drive him into the side of one of the few houses still standing. Marvel continued his charge, shattering the side of the building and drive Apocalypse through it, continuing the charge through out through the other side of the house. He then grabbed his legs and flew into the air, lifting Apocalypse over his head. He threw Apocalypse down towards the ground, but the pony teleported away and reappeared behind Marvel. Marvel turned his head to see a huge beam of darkness slam into his back and propel him into the ground, cracking the earth beneath him as a constant beam of dark magic pounded into his back. He struggled to push up against the beam, the gash in his chest weakening him slightly. Apocalypse poured all of his strength into his attack and finally Marvel's arms gave out and he collapsed on the ground.

"No..." Twilight whispered as Marvel laid on the ground defeated, with Apocalypse landing on top of him and slamming a hoof into his head. As Apocalypse began to laugh, he directed his gaze to the Elements of Harmony, who were barely able to stand up on their own hooves.

"I ask again, did you foals really think you could defeat me?" he asked with a deep grin, applying even more pressure on Marvel's head. The ponies all growled at him, but he continued to crush Marvel's head. "Your magic has failed, your friendship has failed; and even your great hero has failed," he said with a sneer, smacking his hoof on the side of Marvel's head.

"STOP IT!" Applebloom cried out while trying to run to Marvel's side, but Applejack put a hoof out to stop her.

"And the best part is Twilight didn't even tell you of my final power," he continued with a very evil smile. All the ponies looked to Twilight, who hung her head slightly. "Now my dear, what was my final power again?"

"You're...immortal," she said with a defeated sigh, looking to Marvel's bleeding body with tears in her eyes. "You can't be killed in this form." The ponies all let out a collective gasp as the words sunk in.

"Why didn't you tell us?" Rainbow Dash asked.

"Friends don't keep secrets from each other!" Pinkie said dumbfounded.

"I'm sorry, but I knew that if I told you, you would all have given up. I didn't think anypony would get hurt," she whispered looking over to Marvel.

"So, I assume you all know what comes next?" Apocalypse asked with a smile, magic flooding his horn. Applejack stepped in front of her sister with the most courageous face she could muster. Twilight did the same with Spike, wrapping her wing around him to protect him better. Apocalypse began to let the power flow, but he stopped in shock when he felt a hand grab his hoof.

"Is it true?" Apocalypse looked down at the battered form of Marvel, who held on to his hoof with an iron grip. "Are you truly immortal?" Apocalypse chuckled to himself.

"Why yes, I am." Then something happened that none of the ponies or the evil horse were expecting. A sound came from Marvel's beaten body, a sound that very few make when they are beaten. He was laughing. And it wasn't a small chuckle, but a roaring laugh, a laugh that was even deeper than the dark ponies and echoed even further. Twilight and the others looked at him in concern while Apocalypse looked at him like he had lost his mind.

"Why are you laughing? What's so funny?" he demanded, going to stomp on his head again. But this time, Marvel not only caught the foot, but tossed Apocalypse across the street with a shrug, sending him hurtling into a building. He shook his head and looked up at Captain Marvel, who was now standing and laughing.

"Why am I laughing? I'm laughing because you're immortal now," he said with another chuckle, raising a hand to wipe away a tear from his eye. Then his face changed, a smile as dark as Apocalypse's spread across it. He rolled his shoulders back and cracked them, doing the same with his knuckles a moment later. The wound on his chest healed up as a vein of lightning ran down it and his suit repaired itself as well. Apocalypse looked at him in terror as he finished cracking his bones. "I'm laughing because I no longer have to hold back."

"Wha-?" Faster than any being in the land could register Marvel closed the distance between the two faster than a bolt of lightning and slammed his fist into the ponies jaw, shattering ever bone in his jaw and shattering the ground and buildings beneath around them, rocketing the dark one skyward. Marvel launched himself past the ascending pony and positioned himself in his path, clenching both fists together and raising them over his head, ready for the strike. When Apocalypse was a few inches from him, he swung down with all his might, smiling as he heard the bones splinter under his force. The impact was so loud and powerful that the other ponies had to hold their ears and brace themselves so the shockwave wouldn't blow them away. Apocalypse smashed into the ground with twice the force that he had been launched with, pulverizing the ground underneath of him and forming a massive crater. A hoof shakily rose from the edge of the crater and Apocalypse began to pull himself out of the crater, breathing heavily and blood running down the side of his head. A shadow fell over him and he looked up into the smiling face of Marvel.

"How?" he asked weakly, beginning to grip his heart. "You weren't this strong a moment ago! What happened?" Marvel began to laugh again, the laugh sending chills down the pony's spin. Marvel bent down and grabbed the horse by the throat and lifted him to eye level.

"Why? Because I was holding back. Holding back so that I didn't kill anyone," he said with a smile. "But you're immortal now, you can't die. So now," he began with an even bigger smile, looking up to the massive thunderstorm above them. "I can fight at full power." Marvel swung his right fist back to wind up for a punch, the force of him just drawing his arm back cutting a gorge into the ground. He let out a roar and swung the fist into the jaw of Apocalypse, powderizing the bones in his jaw and launching him back into the sky with another massive shockwave. He smiled as he watched the pony fly into the air, sticking out both hands and closing his eyes. Twin lightning bolts descended and struck his hands, charging his fists with the power of storms. He crouched down and placed a fist on the ground, the very earth trembling beneath his fist. Then with one swift motion he launched himself into the sky and into the thunderstorm where he had launched the pony, breaking through the cloud cover into the eye of the storm. He found the pony floating there, just now reaching the zenith of his earlier punch. Marvel flew up to him and delivered a earth breaking right the his face, knocking out any teeth that were left along with some blood. He followed up with an electric left hook to the other side, collapsing the skull of the pony. He lifted his right arm over the pony, another lightning bolt striking his hand and supercharging his whole arm. Marvel then brought his elbow down into Apocalypse back, obliterating the bones there. Apocalypse began to fall, not even aware of the pain, but Marvel caught his leg and lifted the body over his head.

"SHAZAM!" The lightning that followed collided with the broken body in his hand, currents flooding through it. Marvel then grabbed onto the leg with his other hand and began to spin the electrified body around him, building more and more speed with each rotation. With the combined electricity in his body and the speed at which he was being swung around, Apocalypse formed an electric ring in the center of the clouds, it light being able to be seen by ponies for miles. The very clouds themselves began to swirl with the captain as he spun his foe around him, gathering up momentum. Marvel swung the pony over his head, tensing all his muscles as he went for the final blow.

"You called down the thunder," Marvel said with a smile, throwing Apocalypse down with all his might. Marvel knew that Ponyville couldn't take any more hits, so he decided to toss the pony to the outskirts of town. As he watched the pony descend towards the ground like a golden meteor, he finished his phrase with a small chuckle.

"Now get ready for the boom."

BBBBBOOOOOOMMMMM!!!

Apocalypse hit the ground with such a force that the electricity was forced from his body and shot off in every direction. The whole planet shook from the force of the impact, toppling buildings and trees across the globe. The crater that was formed from the impact would put meteor impacts to shame. It was nearly the size of Ponyville and was nearly two hundred yards deep. And at the bottom of the crater laid a very broken and very beaten Apocalypse, most of his bones now dust and his insides pulverized, with only his immortal nature keeping him alive. Marvel floated down from the center of the now clearing storm and landed right in front of his beaten foe, placing a foot on his head with a smile.

"Good thing that you're immortal, isn't it? Or that might have hurt." Apocalypse went to raise a hoof, body his body gave out and he collapsed to the ground. Marvel crossed his arms and looked up to the parting clouds with a smile on his face, trying to keep the giddiness inside of him. The town was mostly standing, the villain beaten and most of all, all the ponies were safe.

He had won.

All Will Suffer

BBBBOOOOOOOOMMMMM!!

All along the outskirts of their destroyed town, ponies had been trying to leave as fast as they could, none of them wanting to be caught in the apocalypse. They had been scared, faith in the Elements having been broken and their homes being destroyed for the third time this month. But yet even as they fled, all had stopped as the ground had shaken and lightning had torn opening the sky. They had turned and watched as the lightning in the storm had formed a golden ring which gathered the entire storm around it. And then all of the ponies watched in awe as a golden meteor hurled into the ground, where it then tore apart the very earth. None of them knew what to think at first, all of them thinking that the Elements had finally fallen. But their hopes were raise as they saw a red clad warrior with a white cape descend from the sky towards the crater, lightning crackling all around him. Only then did the ponies know what had happened and it filled them with joy, so much so that they ran back to their destroyed town as fast as their hooves could carry them, to the edge of the crater where the warrior now stood triumphant over the bringer of the end. The ponies hollered and cheered, some hugged one another while others just sat down and cried tears of relief. But despite how they celebrated, they all knew one thing.

The angel had saved them.

Then the ponies all ran down into the crater, much to the surprise of Captain Marvel. He had no idea what to do as a swarm of ponies surrounded him, each of them saying their thanks or praising him for his actions. Some offered him gifts, which he politely declined, while others just beamed at him with relieved faces. None of the ponies turned their attentions to the broken form of Apocalypse, who lay on the ground barely breathing. Marvel smiled awkwardly as more ponies congratulated him, scanning the crowd for a few certain ponies in particular. Finally, off at the edge of the crowd did he spot them. The Elements of Harmony were working their way through the sea of ponies, who parted like water in front of them. They walked over to Apocalypse, who opened one eye weakly at them. Applejack and Rainbow Dash each glared at him with venom in their eyes, while Fluttershy gave him a concerned, but still angry, look.

"Apocalypse," Twilight said weakly, leaning against Spike for support. "For your crimes against Ponyville and its citizens, I have no choice but to use the Elements of Harmony against you. How do you plead?" He didn't respond, instead closing his eyes and accepting his fate. "Very well." Twilight and the others each took up their positions around him and activated their Elemental magic. A rainbow colored beam of magic flowed from them and wrapped itself around the pony, covering him in rainbows. When the magic died down, Marvel was surprised to find that he was now completely stone. Twilight let out a sigh and leaned against Spike, her energies drained.

"What did you do to him?" Marvel asked them.

"We turned him to stone," Fluttershy said with a sad sigh, looking at the statue with a small shake of her head. "It's what we do to contain the more dangerous foes without killing them." Marvel looked at the statue that had a minute ago been a living breathing creature, not sure that he was comfortable with the idea. To be locked up in a prison was one thing, but to be imprisoned in stone while being unable to move seemed like a fate worse than death to him. But he was unable to ponder it long as Twilight hobbled over to him and looked into his eyes, a look on her face that he wasn't sure he liked.

"Um...thanks for helping secure him," he said with a small chuckle.

"My house. Now," Twilight said simply, glaring into his eyes to make sure that there was no objection. When he stayed silent, she then turned to Applebloom. "You too." Spike then helped her to turn around and hobble back to town, leaving Marvel in a very nervous position. He knew that Twilight didn't like Marvel, but why would she want to see him all of a sudden? And what was with her tone? Marvel swallowed his fears the best he could and flew off, afraid if what was about to happen.

{S}

Billy wasn't sure if he had ever been more afraid in his life. Facing down armies of the damned? Easy. Battling monsters that were trying to tear his city apart? Child's play. But to be judge by someone that considered him to be part of her family and fear that he might be just as soon kicked out of his new home? Even Captain Marvel wasn't enough to comfort him. Billy had flown to the other side if the town and turned back into normal before heading to Twilight's in a dead sprint. Fear pumped adrenaline through his veins and his mind had raced with thoughts that he had not thought of since the night his uncle kicked him out into the world. When he had arrived at the tree house, he had knocked gently on the door and waited with a fear gripped heart while waiting for an answer. Spike was the one to answer the door and he looked just as afraid as Billy was. He opened the door to allow him to come in, trying to say something to encourage his friend, but couldn't find the words. Billy was led over to the living room table and sat down in a chair where Twilight sat across from him with her eyes closed, lost in her thoughts. Applebloom sat next to him, looking just as afraid as he was. But she put on a brave smile and put a hoof on his shoulder, trying to comfort him as well. Spike pulled up a chair and did the same, all of them waiting in silence.

"It was you." Twilight's voice sounded exactly as Billy had been imaging it. Cold, lacking emotion and full of hurt. "You were the angel all this time."

"Yes," Billy replied in a whisper, unable to think of anything else to say.

"You were the one who helped to defeat Erebus and the Cyclops a few days ago."

"Yes." Twilight still hadn't opened her eyes, instead keeping to her emotionless tone.

"Why?" Why? The question that Billy had been dreading for the longest time He knew what she was asking. Why hadn't he told her, why had he lied to her after she had let him into her home and trusted him. Why?

"It's...it's because..." Billy stuttered, not sure what to say. "I just...couldn't tell you."

"You lied to me." Billy felt what was like a knife going into his heart. He could hear the disappointment in her voice, the sadness. She wasn't even trying to hide it now. "Why?" The question again.

"I...needed to keep my secret safe. The secret that I'm-"

"A god? An almighty fighter?" she finished for him, her eyes still closed. "Somepony that almost killed another twice now?"

"I didn't try to! I just didn't know that they were that weak!" he protested, trying to tell her the truth. "I'm so powerful in that form that sometimes I hurt others without meaning to! I didn't mean to nearly kill them...I just wanted to keep everypony safe." He lowered his head after saying this, realizing that she wouldn’t believe him.

"Why'd you tell them?" She knew about Spike and Applebloom. Of course she did, it was obvious now.

"I told Spike because he's my friend and we were in a desperate situation. Applebloom...figured it out on her own." Twilight didn't say anything, but sat with her eyes closed for a few more minutes. Those minutes were hell to Billy, who was aware of everything in the room now. He could hear the beating of his heart, feel the clenched hoof on his shoulder and taste the bile he was trying to keep down.

"I trusted you...and you lied to me." The knife was twisted and he could feel the pain wrack his body. Each one of her words hurt him deeper and deeper.

"I'm sorry for lying. I only did it because...because..."

"Because?" Twilight asked. The barriers finally broke down and Billy let all his emotions loose at once.

"Because I was afraid that you would get rid of me as well!" he half screamed, clenching his fist and letting tears that he had held back for so long flow. "I knew how much you disliked Captain Marvel and how you wanted to get rid of him...of me. I planned to tell you, but when you offered me a place to stay...a home, I couldn't do it! I lost my parents, my uncle kicked me out!...I've been alone for so long that when I was finally given a place that I could finally call my own...I couldn't risk losing it. This is the first place I've been to where I've been accepted for being myself and not having been hated for the kid I am. I have friends now and those I look up to...I didn't tell you because I didn’t want to lose this family as well." Billy hung his head, waiting for Twilight's verdict. Applebloom had wrapped both hooves around him now and was giving him a sympathetic hug. Spike had a hand on his shoulder with tears in his eyes. Twilight sat still for a while, not lifting her head once. When she finally did move, it was so that she could walk over to Billy and stand in front of him.

"I will tell you now Billy, that I do not like being lied to. I don't like it when others keep information from me that could put others in danger. And you are right about me not liking the angel. I dislike him greatly and I'd rather not have him here." Billy closed his eyes, waiting for her to say it. To get rid of him as well, to cast him out onto the streets.

"Wait a minute!" Applebloom cried out, standing in front of Billy. "Ah know that Billy didn't tell ya the whole truth and that he hid the fact that he is a hero, but think about what he has done fer this town and it's ponies. He saved us when Erebus attacked and rescued me and mah sister from the Cyclops! He's done nothing but help since he got here and you have the nerve to try and abandon him again? What kind of pony are you?"

"Applebloom's right!" Spike said in agreement, standing up and walking in front of Billy. "Billy is my friend and I know better than anyone that he wasn't trying to keep his secret from you to hurt anypony. He was doing it because he was afraid, afraid of what others would think of him and how they would react. Remember when I turned into that monster of a dragon and trashed the town? Remember how the ponies reacted to me? Imagine how they would react to somepony like Billy if they knew the truth. They'd be just as bad as his uncle was." Twilight looked at the both of them with a raised eyebrow, looking into their determined faces with interest. But she walked past the both of them and straight up to Billy, looking him in the eyes.

"As I was saying, I would rather not have the angel here," she said in a stern tone, ignoring the protests of both Spike and Applebloom. But then she did something that Billy had not been expecting. She had wrapped him in a hug. As he looked down at her with a confused look, she smiled softly. "But you, Billy Batson, are always welcome here. I still stand by what I said yesterday, you're family to me Billy and you always will be." Billy didn't know what to say or even how to react. All he could do was wrap his arms around her and let the rest of his fears out along with his tears. She wasn't going to cast him out, he would still have a home and a family. Spike was doing his best not to cry again while Applebloom looked at them with a huge grin on her face. After a few minutes, Billy finally broke the hug and wiped his tears on his sleeve.

"T-thank you Twilight, you have no idea what this means to me," he half sobbed, trying to keep his emotions in check. Twilight smiled gently at him and floated the tissues over to him.

"Family's always there for each other, even if we don't like certain aspects about each other. So what if you're the angel? To me, you're still the child that needed somepony to help him overcome his fears. And that's what family does; we help each other." Billy looked at her with grateful eyes, feeling relief was over his body. But with that relief came more guilt. He still wasn't telling her the whole truth, there was the other part of his mission.

"Twilight," he said softly, looking back to her. "I haven't told you the while truth yet. There's...still something else I need to tell you." Twilight smiled and put her hoof on his shoulder while shaking her head.

"Billy, I don't need to know every secret of yours. I'm willing to trust you." But he shook his head and removed her hoof.

"You need to hear this one," he said with a sigh. "Remember why I said I came here?"

"Yeah, to find a friend of yours that got lost. Why?"

"He isn't my friend. As a matter of fact...he's one of the most evil and destructive forces know to my species. His name...is Doomsday." Twilight and Applebloom both raised their eyebrows with a confused look, but Spike glanced at Billy nervously, as if asking him if he was certain he wanted to do this.

"What's a Doomsday?" Applebloom asked.

"Doomsday is the most powerful and destructive force known to my world. He can topple cities, wipeout nations and make entire races go extinct," Billy explained on a serious tone, his mind flashing back to all the new reports and footage he had watched when Superman battled the beast. "He is a monster."

"A monster? Well, I wouldn't worry too much. If the monster does rear its ugly head, I’m sure the princesses can deal with it." Laughter was not what Twilight was expecting in answer to her question, but it was what she got. Billy was wracked with laughter, an insane laughter that nearly had him falling out of chair.

"May I ask why you're laughing?" Twilight said a bit miffed.

"I'm laughing because your princesses stand no chance against Doomsday," he said with a smile. "They would be crushed instantly."

"You're underestimating the princesses," Twilight said with a little heat. Billy smiled and shook his head.

"Actually, I'm being as nice as possible. I know how powerful they are and that they're the strongest beings in your land. But Doomsdays that powerful, that the strongest of creatures are little more than speed bump to him."

"But let me guess, you're strong enough to stop him?" Billy's smile vanished and his face took on a more serious expression.

"Actually, Doomsday would mop the floor with me," he began, remembering what happened with Superman. "And yes, that is when I am Captain Marvel. His powers are beyond anything that I anyone has ever seen. His strength surpasses my own, he can't be killed...okay, he can be killed, but he doesn't stay dead and his whole purpose for existing is to destroy any and all in his path. He is as his name implies. He is Doomsday." Twilight, Spike and Applebloom had all listen with smiles at first, but the more Billy went into Doomsday the more they began to realize that this creature was not to be underestimated.

"So how are you supposed to catch it if it can beat you senseless?" Twilight asked.

"Well, when we caught him last time, we bound him in super poly fiber coils that even he couldn't break. My hope is that he's lying trapped somewhere and I just have to find him."

"And if he isn't?" Spike asked in a whisper.

"Then I pray for anything he comes across, for none escape his wrath." Twilight gave him a sympathetic look and wrapped a wing around him.

"Don't worry. Tomorrow we'll go see the princesses and they can tell you if they've seen anything like him around these parts. Everything will be okay, don't worry." Despite her comfort, Billy still had a feeling that he should worry, that something bad was about to happen. He looked out the window off into the distance, wondering where Doomsday was now.

{S}

The monster had been walking for a full day, continuing its march towards the two that had managed to escape it. The landscape had changed from forests and buildings to more wasteland and crags. Three towns had stood in his path while he was walking and now only three piles of rubble remained. He had traveled far, all in his quest to find the princesses. But today would be a little different. Today someone would pick a fight with him.

Doomsday had been moving through the wasteland with impressive speed when the ground gave way beneath him, leading into a giant chasm. He fell into the darkness, anger rising in him at the inconvenience that this would cause. He fell for ages until he finally slammed into the bottom with a massive thud. He pulled his head out of the ground and looked up to see two very interesting creatures staring at him. They were both black insect like creatures with blue eyes and wicked smiles on their faces.

"Well well, look what fell into our hive," one of them said with a sneer.

"It is an ugly creature," the other said with a smile, moving his face in closer. "I wonder how much we can-"

CRUNCH!

The other changing screamed in fright as Doomsday reached up and grabbed the others head, crushing it in his hand. The other one barely had enough time to fire off a spell before Doomsday was upon him as well, grabbing him with both arms and tearing him in two. With those two dispatched, Doomsday looked ahead to find that he was in some weird underground city, a city that was covered in an odd green webbing of sorts. Thousands of the black insect like creatures were buzzing around with life, something that he would not tolerate.

He began to march forward, emerging from the little cavern he had landed in and walking straight into the center of the odd city, gaining the attention of all the changelings there. They all started to buzz excitedly, happy that a new food source had wandered into their misted. The mass of changelings flew down towards Doomsday, licking their lips in anticipation of their next meal. But to their surprise, Doomsday roared at them and leapt into the air to intercept their attack, colliding with the incoming bugs and plowing through them. He grabbed a handful and crushed them in his grasp before spinning and through a massive hay maker into two more, splattering them. He landed in the side of one of the webbed buildings and brought it down around him. He walked out of the rubble without a scratch and back into the fray, stomping down on the ground to launch a boulder in front of him that the grabbed and chucked towards the changelings. The boulder flew through them, splattering a massive number of them into green paste. The remaining changelings buzzed angrily in unison and began to open fire with their magic, thousands of spells colliding with him all at once. Any normal creature would have at least felt these attacks, been pushed back somewhat. But Doomsday just walked through the spells without so much as flinching, building up a head of steam and leaping back into the air to tackle more of the changelings.

"What is going on out here?" Chrysalis, queen of the changelings, roared as she walked out onto her balcony from her home which toward over the rest of the city. Her eyes widened in shock when she saw the monstrosity that was slaughtering her subjects without breaking a sweat. She turned to her two biggest and strongest changelings that acted as her guards. "End this. Now." The two hissed in fury and flew down towards the monster. Chrysalis smiled as they closed in, wondering what this creature looked like on the inside. But the moment her guards were within range, Doomsday spun around and grabbed both of them by their heads and tore them from their bodies, dropping the carcasses to the ground.

"Wha...what beast is this?" she asked in amazement as Doomsday went right back to killing the other changelings. "His power, his stamina...there is no creature in this land that can give and take such a punishment." Then she got an evil idea, a way to defeat Celestia and her pet, Twilight. "I must have this beast as one of my own." She extended her wings and flew down to the battlefield herself, watching with awe as this creature continued to decimate her forces. The changelings had switched tactics and tried transforming themselves into Doomsday look a likes, hoping to stir some memory of its home. All that did was give Chrysalis the image of Doomsday punching a hole through his own chest as he slaughtered the other Doomsdays with no emotion.

"You are a fascinating beast," she said with a smile, gaining her Doomsday's attention. He snapped his head towards her and roared, redirecting his attack at her. She managed to teleport herself out of the way in time to avoid his charge and he plowed into another group of changelings, crushing them.

"Hold on there!" she yelled, placing a barrier around Doomsday to contain him. He took one look at the barrier before beginning to pound away at it. "I see that you are a powerful creature that could be of use to me in my conquest of Equestria and to overthrow the princess Celestia." When she said the name, Doomsday stopped pounding on the barrier, which he had almost broken, and remembered that Celestia was the name of one who had escaped him.

"Ah, I see that you hate the name as well," she said with a sly smile. "How about I make you a deal. You help me to overthrow the foal and I'll let you be the one to kill her. What do you say? A deal like this only comes around once in a while, I'd take it." Doomsday glared at her for a second, almost seeming to ponder the offer. Then he let loose a bloodthirsty roar and slammed his spiked fist into the barrier, blasting it apart. He roared at Chrysalis who sighed and turned her back on him.

"I'll take that as a no then? Very well, but remember, I gave you a chance to work with me." She then let out a shrill hiss that carried over the entire underground cavern, spreading into connecting caverns that were beside it. Doomsday began to lumber forward to her, not caring what she was up to. Then a sound reached his ears that caused even him to look up in confusion. It was a buzzing, the buzzing of hundreds of thousands of wings beating together. Chrysalis had called on every single one of her changelings to come to her aid and what looked like a storm of changelings came swarming down around him. Doomsday was now outnumbered nearly two hundred thousand to one.

"This is what happens when you mess with a queen," Chrysalis said with an evil smile, flicking her hoof forward and giving her subjects the go ahead to attack. Doomsday watched as the sea of darkness came flying towards him, narrowing his eyes and roaring in defiance. He then charged into the dark swarm, knowing that this would be a battle that might take days to finish. But he knew that he would prevail, that his mission would win out. So with a decapitating punch to one of the changelings, the doomsday for the changelings began.

Battle in the Snow

Twilight's initial plan to take Billy to Canterlot that day had to be put on ice for a while due to...well, ice. The pegasi ponies had apparently fallen behind in their snow days due to the constant destruction of Ponyville and all the evil ponies coming to destroy them. So when Billy woke up the next morning, he looked out the window to find that the world had been covered in a white blanket. A smile crossed his face and he jumped out of bed and ran over to Spike, shaking the dragon until he was startled awake.

"GAH! B-Billy? What's going on? Another evil pony attack? Chrysalis has returned?" Spike asked quickly as he started looking around for what had gotten Billy so worked up.

"Better than any of that! Spike, it snowed!" The look Spike gave him was one of the utmost hate.

"You woke me up from my warm bed and awesome dream because of a little snow?" he asked with no emotion. When Billy nodded excitedly, Spike grabbed the covers of his bed and rolled back over, muttering to himself. Billy tried to wake him a few more times, but Spike was once again sound asleep. So with a shrug, Billy raced down the stairs into the kitchen, where Twilight was trying her hoof at breakfast again.

"Morning Twilight!" Billy said happily as he sat himself down at the table.

"Oh, good morning Billy. I thought I heard you get up," she replied with a smile, moving his pancakes onto his plate. "I see that you weren't able to get Spike up either, huh?"

"Nope, he really likes his sleep," Billy said while she slid his food to him. He looked down at the pancakes with some hesitation, remembering the little fiasco last time.

"Don't worry, Pinkie showed me how to properly cook these last night when I had the girls over," Twilight assured him, sitting herself down across from him and beginning to eat her own batch. "The pegasi teams really pulled out a massive snow storm today. I doubt that we'll be able to get to Canterlot today."

"That's fine with me. With all the hero work I had back home, I haven't been able to play in the snow in ages," Billy explained while wolfing down the pancakes, thankful that they were actually like the ones they had one earth and weren't made of some weird grass. He walked over to the stove and scooped up more pancakes. "Think Applebloom and the others would want to come along?"

"I doubt it," Twilight muttered as Billy inhaled the stack he had just grabbed. "Those three normally spend days like this trying to get their cutie marks. Actually, they spend every day like that."

"What's their obsession with those marks anyway?" Billy asked as he went back for thirds. "I thought that those showed up when a pony discovered their special talent?"

"Yes, but those three are impatient and would rather spend every minute trying to find their talent instead of waiting for it to happen naturally," Twilight said with wide eyes, watching as Billy downed his third stack. "Um, did you eat at all in your world?"

"Sometimes I had to go days without food, so I eat whenever I can," Billy said with a frown and Twilight giving him a sympathetic glance. "But back to the CMC. So these cutie marks are the only thing they care about?"

"Yes and no. They want their cutie marks more than anything else, but they still enjoy having fun with their sisters and others. And yes, Rainbow Dash acts as an old sister to Scootaloo," Twilight said, predicting Billy's next question. "They might hang out with you, but you'd have to convince them not to go crusading, which is tougher than it sounds."

"That's okay, I can think of something," Billy said with a shrug, standing up and heading for the door. "Thanks for breakfast. I'm going to head out to Rarity's. I need a coat and some gloves for this kind of weather."

"Did somepony say Rarity?" Spike had come flying down the stairs at the sound of her name and had run right over to Billy "You wouldn't mind if I came along as well, would you?"

"Um, I guess not..." Billy began, but Spike threw open the door and waved to Twilight.

"By Twilight, we'll be back later!" he said with a smile, grabbing Billy's sleeve and dragging him out the door with him. Spike took off at a pretty fast pace towards Rarity's, leaving Billy to jog after him. Despite being taller, he still had to run pretty fast to keep up with Spike. As they ran to the Carousel, Billy looked around the town with an aching heart. The buildings were still in bad shape and a lot of the ponies were living in tents for the time being. Twilight had been informed that the princesses had been out during the attack, investigating another far off village being decimated. She had told them last night that every time one if these attacks happened that the princesses would hide something from her. Billy wasn't sure what to think, but he prayed that it wasn't Doomsday. With no way to contact the league, he was against that monster all on his own. He snapped out of his thoughts to realize that they had reached Rarity's and headed inside. They found the mare hard at work on a design, but she stopped what she was doing when she saw the two of them enter.

"Billy! Spike! Please, sit yourselves down and tell me what I can do for you," she said with a smile, waving them over to some chairs off to the side.

"I'm here because I'd like to ask you for a coat and some gloves," Billy asked humbly, remembering that he had no money. "I can't pay for it right away, but I can work it-"

"Nonsense darling, as long as you're trapped in our world, I won't take a bit from you," Rarity said with a smile, taking out her measuring tape and measuring Billy's hands. "I must admit to you that I am fascinated to make clothing for a creature such as yourself. We don't get humans in these parts, so I always enjoy a chance to make something new. Plus, I can't just let you go out into this weather with nothing to protect you."

"Hi, Rarity," Spike said with affection. Billy could swear that he saw little hearts in his eyes.

"Hello Spike. Now Billy, if you could just stand over here I'll get to work on that coat of yours," Rarity ordered, showing Billy where to stand. He did so and watched as she worked her magic to begin making his request. Cloth floated all around here, different tools were picked up and discarded and she put on a face of the utmost concentration. The thick cloth she eventually settled on was soon transformed into a master piece of fashion. She floated the coat over to him so that he could examine it for himself. She had gone the same route as his shirt, making the coat bright red with a golden lightning bolt down the side. He was a little nervous about that, but the hood is what really startled him. It was a white hood with golden trim around it and the white pattern extended halfway down the back of the coat. He looked at her with worry in his face, but she gave him a wink and put her hoof to her lips.

"Right, now that your coat is done, it's time for the gloves." As Rarity began the procedure, Billy could hear the sounds of hooves walking down the stairs. He turned to find a sleepy Sweetie Belle with incredible bed head standing at the foot of the stairs.

"Rarity, why are you being so loud? I have the day off and want to sleep...Billy? Spike? What are you two doing here?" she asked with a smile, instantly waking up and running over to them.

"I'm here to have a few clothes made. Spike is," Billy began, looking over at Spike who still hadn't taken his eyes off Rarity. "Actually, I have no idea why he's here."

"Why are you having clothes made? Yours look fine," she asked while looking at his clothes, getting a confused look when she looked at the lightning bolt on his chest and jacket.

"I'm having them made so that I can go play in the snow," Billy replied, moving the jacket out of view. "I haven't done that since I was a lot younger and I plan to have fun today."

"Sounds cool! I'd join you, but me and the girls were planning to go look for our cutie marks today," she said with enthusiasm. "We're going to try and get our marks in manticore wrangling!"

"Oh no you're not!" Rarity's voice said from across the room. "The last time the three of you messed with a manticore we had to drive the poor creature out of town. I don't want to see you going anywhere near a manticore."

"Fine!" Sweetie Belle yelled back before motioning for Billy to come in closer. "We're not actually taming a manticore. We’re actually going to see if we can find a sphinx. We heard that there was one spotted in the forest a few days ago."

"What's a sphinx like?"

"Apparently they tell you a riddle and if you get it wrong they try to eat you," she explained, recalling what she had learned in class. "If we can find it, we might get out cutie marks as riddle masters!"

"Or you'll get eaten," Billy pointed out.

"Oh, I hadn't thought of that," Sweetie Belle said with a shocked expression.

"Billy, they're done!" Billy raced back over to Rarity to find that she had indeed crafted his glove. They were a golden color with lightning running through them. There was no doubt in Billy's mind that she knew, but he was grateful to her for seemingly not telling any of the other ponies. He slipped them on and immediately felt warmth course through his fingers.

"Wow, these are amazing. Thanks."

"No need for thanks, I'm just happy to help, especially after everything you've gone through since you came here," Rarity said with a sly smile, leaving Sweetie Belle confused.

"Since what? What happened since he came here?"

"Sweetie, shouldn’t' you be heading out to meet your friends?"

"Right. I'd better get going." She started to walk to the door, but Billy stopped her and pulled her aside.

"Hey, after you three have gone and...solved the sphinxes riddle, you guys wanna come and have fun together?"

"Sure! What better way to celebrate getting our cutie marks than to spend the day with a friend!" Billy agreed and Sweetie Belle took of through the door to go meet her friends, leaving a concerned Billy behind. He was fairly certain that they wouldn't find the sphinx, even if there was one. But if they were to find it, would they be able to solve its riddle?

"Would you mind watching them, just to be safe?" Rarity asked, thinking along the same lines as him. Billy nodded and headed out the door, following Sweetie from a safe distance. She met up with the other crusades in the center of the town and they immediately headed off in the direction of the woods. Billy slipped into an alley way and after looking around to make sure no pony was watching him, uttered his magic word.

"Shazam."

{S}

"Great, we're lost," Scootaloo sighed as the three found their hoof prints in the snow for the third time.

"We're not lost. Ah'm just making sure we don't lose track of where we were," Applebloom said defiantly. The three had been wandering around in the Everfree forest for a few hours, with no idea of where to find the sphinx or even where to begin looking. So they had gone with their best idea: march straight ahead into the dark forest with no plan. It hadn't worked.

"Well I say we're lost. Where was this sphinx supposed to be anyway?"

"According to the rumors, it's supposed to be near a waterfall in the center of the forest. But since we're lost, we'll never-" Sweetie began as the three walked into a clearing in the forest and found themselves at the base of a massive waterfall. "Find it."

"What has four legs in the morning, two in the afternoon, and three at night?" The three shrieked and spun around to find an odd creature walking towards them. It had eagle wings, a lion’s body and the tail of a snake. But what startled the three the most was that it's head looked very similar to Billy's, except more feminine.

"W-what?" Applebloom asked.

"What had four legs in the morning, two in the afternoon and three in the evening?" it repeated, looking at the three while licking its lips.

"Um, a table?" Scootaloo guessed. "Four to begin with, two after we've gotten a hold of it and three after we tried to put it back together?"

"Wrong. Two guesses left."

"Girls, we have to think hard. This thing will eat us if we guess wrong twice more," Applebloom said sternly.

"I've got it!" Sweetie Belle exclaimed. "It's Lyra! She starts on four legs, then tries to stand on two, then on three when she has to catch herself when she falls!"

"Brilliant Sweetie Belle!" Scootaloo said.

"Clever, but also wrong," the sphinx said with a smile, unsheathing its claws. "One guess left."

"Um, four in the morning, two in the evening and three at night." Applebloom thought as fast as she could, watching as the creature got even closer. "I don't know, is it-"

"Man."

The four all looked up and let out a collective gasp. Floating nearly twenty feet above them was the angel, Captain Marvel. He floated down and paced himself in-between the three fillies and the creature with his arms crossed and a dangerous look in his eyes. "The answer's man. Four as a baby, two as an adult and three when he needs a cane."

"Grrr...correct, you may live" the sphinx growled, then turned to the three fillies. "But these three have guessed wrong, so they will be my next meal." The three fillies shrunk back as the sphinx advanced towards them, but Captain Marvel quickly placed himself between the two.

"Before you do, I have a riddle for you," Marvel said, causing the sphinx to look at him with interest.

"A riddle for me? Very well, let's see if you can stump me."

"Alright. I have the wings of an eagle and a humans head, but if I take more step forward I will end up dead," Marvel said in a dark voice. "What am I?"

"Me," the sphinx growled, glaring from Marvel to the three fillies that hide behind his legs. He snarled and launched himself towards Marvel, fangs bared and claws outstretched. Marvel smiled and swung his fist right into the sphinx's jaw, launching it into the air. The girls watched in amazement as the sphinx came back down and found itself running right into a left hook, sending it sailing off into the distance.

"They never listen," Marvel muttered as he turned around to check on the three. Scootaloo and Sweetie Belle gawked at him with open mouths, while Applebloom smiled and walked right up to him.

"What took ya so long?" she asked with a grin.

"I wanted to see if you three could answer the riddle without me," he replied with a shrug. Scootaloo and Sweetie Belle both looked at Applebloom as if she was talking with a timberwolf.

"Wait, you know him?" Scootaloo asked. Applebloom turned to both of them with a playful smile.

"Of course ah do. Ya both do as well if ya think about," she teased.

"Applebloom," Marvel said in a warning tone. She turned towards him and gave him a look.

"Oh come on, their yer friends as well, ya should trust them."

"Wait, we're his friends? I've never really talked to him before," Sweetie said. Applebloom sighed and face-hoofed at her friend’s ignorance.

"Come on Marvel, ya gotta learn to trust others," Applebloom begged. "And these two can keep a secret."

"I don't know..."

"Please. Trust me." Marvel was beginning to give in and then Applebloom went in with the finishing blow by giving him puppy dog eyes.

"...Fine," he groaned. "...Shazam." Scootaloo and Sweetie Belle both jumped back with screams as the bolt of lightning came down and struck Captain Marvel, bathing him in electricity. When the cloud that the bolt kicked up died down, both of the fillies were jaw dropped at who stood there.

"Billy?" they both asked at once.

"Yeah, it's me," Billy said with an awkward smile.

"Why didn't you tell us it was you!? I thought that the angel was Big Mac," Scootaloo said with some heat.

"Mah brother? How'd ya get that?" Applebloom asked.

"Well, they're both red, never talk much and both insanely strong."

"I thought it was Gummi," Sweetie said with a shrug.

"They're not even the same species!" The three girls started to argue over why their pick was better than each other’s, causing Billy to sigh and look around cautiously. He could feel eyes looking at the group, some just curious, others with more nefarious purposes. He decided that it was time to leave.

"SHAZAM!" The three fillies screamed as the lightning bolt came down again and changed Billy back into Marvel. He bent down and scooped the three up into his arms. "How about we get out of here and save the bickering for later?" The three nodded their heads in agreement and he took to the skies, smiling as the three let out their amazement at how fast he was flying. Within a few minutes, they reached the outskirts of Ponyville, where Marvel turned back into Billy. Then the real fun began.

{S}

Failing once again to get their cutie marks, the CMC were in a pretty down mood and looking for something that could lift their spirits. So when Billy offered to battle them in an all-out snowball war, the three faces lit up and they instantly agreed. And with some persuading and use of the puppy dog eyes, they even managed to convince Spike to join them. Applebloom had decided that the battle would be colt’s vs mares, so the CMC would work together and Spike would fight alongside Billy. The girls had chosen the battlefield and both armies were soon ready to wage war in the field right by the crusaders tree house.

"I can't believe that you convinced me to do this," Spike grumbled as he helped Billy finish up the snow fort they had been making. "I could be in my bed right now with a cup of coco, but instead I'm out in the cold about to be ponded with ice balls. Ugh."

"Come on Spike, you spend way too much time in that library," Billy said with a smile, watching his breath freeze in the cold. "You've got to get outside once in a while and try to have fun."

"I'm fine with having fun, but why do we have to have it in the cold?" he muttered, placing his hands in his armpits to try and warm them. "And why are we fighting the girls?"

"Because they're also our friends and I'm trying to cheer them up," Billy said with a smile, starting to make snowballs for the fort. "Plus, I want to get back at Applebloom for the cheap shot she got on me back when I first got here."

"You two are really similar, you know that?" Spike said with a chuckle, looking at the fort they had made with a bit of pride. "Have to admit Billy, I think we have a pretty good fort here."

"Yup, we're totally going to win this. Hey girls!" Billy yelled out to the other fort where the girls were at. "You ready to begin?"

"Ready!" Appleblooms voice called back. The two hide behind their fort and got ready for battle. "On the count of three! One...two..."

"THREE!" all three of the voices called and the two boys screamed as a hail of snowballs started to fly around them. Spike and Billy hid behind the walls of the fort, hearing as the snow collided with the fort. The moment the snow stopped falling Billy and Spike picked up their ammunition and began to fire back. Shrieks could be heard from the other fort as a few of their snowballs scored direct hits. Scootaloo stuck her face up and Spike nailed it with a fast ball. She screamed and fell over while the two high fived each other with huge smiles.

"Haha, I haven't had this much fun in a long time!" Billy said with a huge grin.

"I know, I'm actually enjoying being out in the snow," Spike agreed. "Maybe this isn't so-"

SHWACK!

Billy jumped back as Spike took a snowball directly to the face, knocking the dragon to the ground. Billy joined him a moment later as he dove to the ground to avoid another snowball swarm. He could hear the snowballs landing all around him, his hands over his head to protect himself. Spike staggered back to his feet and immediately paid for it, taking another shot to the face. After a few seconds, the snowballs stopped flying, but Billy stayed on the ground behind the wall of the fort, not trusting the girls. But after a minute of waiting, he got up and slowly looked over the walls of the fort. The girls fort was silent, he couldn't even hear them giggling over there. Where had they-?

"SURPRISE!"

Billy let out a high pitched scream as he was covered in snow that went down the inside of his coat. He was vaguely aware of three separate laughs as he ran around trying to get the snow out of his back. The girls had snuck up behind Billy and dumped a bucket full of snow on him. Once Billy had gotten the snow out of his clothes, he turned towards the laughing girls with a humorless frown.

"Alright, you three got us," Billy said with a defeated smile, walking over to Spike and helping him back up. "We concede this round to you."

"Ugh, I take back what I said about snow," Spike groaned, leaning on Scootaloo and Sweetie for support. "It really sucks to be hit with it."

"Sorry about that, I just wanted to get back at you for hitting me," Scootaloo said with an embarrassed smile. Spike grumbled something about his bed again as Billy heard a familiar voice calling for them.

"Billy! Spike! there you two are," Twilight said as she flew over to them.

"Hey Twilight, what's up."

"It's getting dark out, so I came to get you guys," she said with a smile. "Come on, if we get home in time you guys can help me reorganize the c through z. If we start soon we might be able to finish before bed!" Billy was amazed at how excited she sounded to actually do that, but he wasn't ready to go just yet.

"Come on, can we stay out a little longer? I need to get back at the girls for dumping snow down my back," he said while giving the girls a look. "You can join us if you want. Come on, try something new."

"Sorry, but we need to get back. Snowball fights are for foals," Twilight said with a shake of her head as she turned around and began to walk back. "Besides, organizing books is so much more fun. Think off all the knowledge you can-"

WHUMP!

The girls and Spike let out a collective gasp as Twilight was hit in the back of the head with a snowball. She stopped walking and stood still for a second, comprehending what had just happened. She used her magic to pick the snow off the back of her head and dropped it to the ground, slowly turning around with a look on her face. Billy was standing in front of her, lobbing a snowball up and down in his hands with an evil grin on his face. The girls and Spike looked from Twilight to Billy, wondering what was going to happen next. Then Twilight laughed and an evil smile spread across her face.

"Oh, so we're going to play like that, are we?" she said with a sinister smile. "Well two can play it that way." And then to the shock off all in attendance, Twilight used her magic at the snow near her hooves, levitating the mass of snow above her head. She then quickly formed the pile of snow into hundreds of snowballs, all ready to be fired. Billy's eyes widened as he realized his terrible mistake, but Twilight was ready to play now.

"Any last words?" she asked him with a grin. Billy looked up at the snowballs with a terrified expression.

"Sha-" The word never left his mouth as he was buried under an avalanche of snow. After they had dug him out, they all went into a full on war, the five of them against Twilight. Despite having the number advantage, they were almost completely destroyed until Billy called on the power of Shazam, evening the fight. The battle between Marvel and Twilight was one of epic proportions, but was ultimately decided with Twilight nailing Marvel in the head to claim the victory. After the battle, all parties went home while unanimously calling Twilight the victor. For the fillies and the boys, it had been a fun way to spend the day. For Twilight though, she had learned something new.

{S}

Twilight let out a sigh as she hung Billy's coat and gloves by a fire that she had started in a jar to melt the snow. She still felt a little guilty about how much snow she had used when she buried Billy, but he had assured her that he was fine with it. Because of the delay and the amount of time that it had taken her to get all the snow off of him and out of her house, it had gotten so late that the boys had already gone to bed and left her to re-arrange the books herself.

"I can't believe that Billy hit me in the back of the head with a snowball," Twilight muttered to herself, rubbing the back of her head. "Still...it was fun having a snowball fight again. Maybe Billy was right, maybe I should try to have fun more often." She smiled and headed towards the stairs, going to check on the boys. She gently opened the door to the bedroom, looking through to see how they were doing. Spike had rolled out of his bed and was lying face down on the floor, still sound asleep.

"Spike," Twilight said with a gentle smile, picking him up and levitating him back over to his bed and gently pulling the covers over him. "Good night, my little dragon." She kissed him goodnight on his forehead and turned to where Billy was sleeping, sighing as she saw him. He too had fallen out of his bed and was lying face down on the floor. She also levitated him back to his bed and placed him in it, pulling the covers up.

"I have to admit, things have been a lot more hectic with you around," she said to Billy as she checked to make sure everything in the room was right. "But in a good way. Though I can't believe somepony as sweet as you could have such a different side of him. But I suppose it's for the best. Oh, since I didn't say it earlier." She walked over to the bedside and gently kissed Billy on the forehead.

"Welcome home."

The Majesty of Canterlot

The pegasi ponies had decided that a single day of snow would be enough, so the tracks were all clear the next morning and all trains to Canterlot were ready to depart. Twilight, Billy and Spike would be heading up, accompanied by Applejack and her sister as well as Pinkie Pie, who wanted to learn all about what humans did for fun. So the group had bought their tickets and sat on the benches outside the station, waiting for their train to arrive. Billy had decided to show Pinkie the game of poker and found out immediately why she was the queen of any game.

"Hooray! Another royal flush! What do you have Billy?" she said with excitement, laying her cards down on the bench.

"Two pair," Billy said with a sigh, placing his cards down as well. "Well, that's seventeen straight losses for me and the fifth royal flush for you. How about we try something different?"

"Sure! What other games do you like?" she said excitedly.

"How about who can sit still the longest? Ah'm fairly certain ya can beat Pinkie at that," Applejack said with a chuckle.

"No he can't, I can sit perfectly still," Pinkie said and immediately froze like a statue. They all watched her for a minute, waiting to see if she would move.

"Is she still breathing?" Billy asked after a minute of motionlessness.

"Don't worry sugarcube. We determined long ago that Pinkie doesn't need to breath. She can survive on sheer happiness alone," Applejack said while rolling her eyes. Billy didn't know if she was joking or not, but while Pinkie didn't seem to be breathing, she looked perfectly fine. He shrugged and looked down the tracks, seeing the train heading towards them.

"AAAAAALLLLLLLLLL AAAAAAABBBBBBBOOOOOOOOAAAAAAARRRRRRRRDDDDDDD!!" the conductor pony yelled out. The group got up as the train pulled into the station and got on, all except Pinkie, who still sat perfectly still on the bench. Twilight rolled her eyes and levitated Pinkie into the car with them. The conductor knew better than to question the laws of Pinkie, so he didn't ask questions.

"How long is she going to stay like that?" Spike asked as they took their seats, Pinkie being placed next to him.

"No idea," Twilight said with a shrug. "Billy, just tell her she wins. I'm afraid that she'll pass out if she doesn't start breathing soon."

"Sure. Hey Pinkie," Billy said, poking Pinkie in the shoulder. "You win. You didn't move longer than me. You can start berthing now." Pinkie exhaled and immediately inhaled deeply, panting hard.

"Wow, I can't believe hard it is not to move. I mean no motion, no talking, no nothing. I think I'd rather keep moving and talking all the time instead of never talking or moving. Could imagine how hard it be to never talk or move-"

"Bet ah can be quiet longer than ya," Applejack muttered with annoyance.

"You're on!" Pinkie yelled, taking a deep breath and holding perfectly still.

"Applejack," Twilight scolded while Applejack chuckled to herself. After another few minutes of trying to get Pinkie to move again, the group finally settled down as the train began to move. Billy looked excitedly out the window, watching as the trees all flew by the window.

"Wow, I've never been on an old fashion train ride before," he said excitedly, eyes wide with excitement. "This is a lot cooler than my trains back home."

"You have trains in your world?" Twilight asked, always ready to learn something new. "What are your trains like?"

"They speed along underground at pretty fast speeds, but their crowded," Billy said with a groan. "Pus the people on them are all jerks, so good luck trying to get a seat. So, what's Canterlot?"

"Oh, that's my home. It's the capital of Equestria," Twilight said with a smile, pointing out the window to the city that was coming into view.

"Wow this train moves fast," Billy said with some shock, watching as the sparks flew from the wheels from the speed they were going at.

"Yup, we'll reach Canterlot in no time." Twilight's prediction was correct and the group found themselves in Canterlot not much later. They all stepped off the train and Billy's jaw dropped. The city looked like something that he read in comic books. It was majestic, that was the only way he could describe it. White marble buildings, golden finishes to windows; it was one fancy place.

"Well, we've arrived a full thirty minutes before the princesses wanted, so any ideas on what to do to pass the time?" Twilight asked. Spike's hand immediately went up.

"How about we visit Donut Joe's? I promised him that I'd come visit the next time I was in town."

"I like donuts! Let's go!" Pinkie said with a huge grin, hopping off in the direction of the shop. Applejack sighed and trotted along after her, with Applebloom following closely at her hooves. Spike chased off after them, leaving Billy to walk with Twilight through the streets. He didn't need to look around to know that he was getting a number of looks. One of the things he had taken for granted was that the ponies of Ponyville had taken a liking to him for the most part rather quickly, despite him being different. But these ponies were different than the ones he knew. He could feel their eyes on him, so secretly judging him, others being more open.

"What is that thing?" one of the ponies muttered to her cohort from behind her hoof, just loud enough so that he could hear.

"Oh look, Twilight's brought another weird creature here," another said from behind his back. He turned to glare at them, but he couldn't tell who had said it among the crowds.

"Don't let them get to you, they always gossip about anything new in this city," Twilight said while wrapping a wing around him to help move him along. "Don't let their words bother you, you're a lot nicer than them." Billy wanted to take comfort in her words, but at that moment they turned a corner and found themselves looking at a large group of ponies standing in front of another pony who was preaching to them about something that caused Billy's stomach to knot.

"You have all heard about the recent destruction of Ponyville in the last few days, of all the attacks that have happened there. Many lives were lost and countless homes were destroyed. But despite all this death and destruction, our so called princesses and protectors were nowhere to be found! They abandoned the town to its own fate while they hid in their castle to protect themselves! They were not there for the ponies of Ponyville, where so many of our friends and families lived!" Billy could feel Twilight fuming next to him, incensed by what she was hearing. But what the pony in front of the crowd said next is what caused his stomach to sink.

"But one did rise up in our families and friends time of need, one who descended down in a bolt of lightning. Yes my friends, I am talking about the angel, who came down from on high to combat the evil forces and drive them back. He was always there for the ponies that the princesses left, there for the weak and wounded no matter the cost or the risk! And have you noticed that unlike the princesses, the foes he has beaten have not returned? That is because unlike the princesses, he does whatever it takes to defeat his foes, even if that means ending them. But I know what you are all thinking, the princesses love us, they would never abandon us. You are correct, they would never abandon YOU, but that is because you are all wealthy ponies, each able to contribute to the Equestrian wealth and in turn, their wealth. They will of course protect you. But for those on Ponyville and other small towns, they were not there, they do not care! They have grown greedy, only caring about what benefits them, not us. That is why we need a new leader to replace them! One who can summon lightning bolts from the sky, who can toss buildings with ease! One who destroys his foes in a single blast. We need a savior from on high to save us! We need a GOD!"

The crowd began to applaud in frenzy, all of them agreeing with what the pony was saying. Twilight looked at the group in a rage while Billy felt his body go cold. He didn't want this, didn't want these ponies to think that he was some sort of savior there to overthrow Celestia and Luna. Maybe if they were evil he would, but despite barely knowing them he found he rather liked them. Twilight went to step forward, but the preacher began to speak again.

"So I say this to you my brethren, we must follow the angels example. Destroy all evils, fight for our rights and to overthrow those who would DARE to oppress us! We must act now, while the divinity of heaven is on our side! Now is our time!" The preaching would've continued, but at that moment members of the guard showed up to arrest the preacher. He shouted something about how the princesses were taking away his right to speak and he bolted off down the streets, with a number of guards chasing him.

"Come on Billy, let's get moving," Twilight said with a scowl at the crowd, walking down the street. But Billy did not follow. He stayed standing in the same spot where he had been. Twilight stopped after a few feet and turned back to where he was standing.

"Billy? What's the matter?" she asked him as she walked to his side. He turned to her with scared eyes.

"This isn't what I wanted," he said in a whisper.

"What do you mean?"

"I never wanted to be seen as an angel or some other form of divinity. I just wanted to help keep others safe from harm, not be turned into a...savior."

"I know Billy," Twilight said gently, wrapping a wing around his shoulder. "Ponies like this pop up every once in a while after a tragic event, blaming the princesses and looking for somepony new to take over. You just happened to be who they wanted to do it this time."

"But it isn't right. Celestia and Luna have been doing all they can for Equestria," he said with a sigh while turning to Twilight. "Haven't they?" Twilight bit her lip, not sure what to say.

"Billy...the princesses have been very busy of late. Many things have come up that needed their utmost attention. Remember all those destroyed villages? Well, it's happened again. They've been working night and day for days, even during each other’s shifts. They do care, but they can't be everywhere at once."

"But that won't stop ponies like him from using their absences as an excuse to tear them down," Billy muttered with a sad sigh. "Or to be there to stop the dark forces that attacked Ponyville."

"Maybe not, but luckily we had you there to pick up the slack," Twilight said with a smile. "If you hadn't been here to fight with us, I believe that Equestria would have fallen to the four horses and the others that have attacked us. Don't listen to what others have to say about you, you're a hero and nothing can change that."

"But what if I should be more?" he asked her, looking down at his hands as if they'd provide some kind of answer. "What if I should use my power to bring down those who don't care. What if for the sake of other I should become...a divine." Twilight's face fell, not liking the direction this conversation was heading.

"Billy, Spike told me that the reason you were given your power was because you had the purest heart in your world, more than anypony else. You were chosen because you would do what was right with those powers. You would serve others...not rule them. That's just not you."

"But what if it's the only way to protect others...to protect you?" he asked in a whisper, remembering how she had almost died just a few days ago. Twilight didn't know how to answer that one, but she was saved from answering when they reached to donut shop.

"Come on, let me get you something to cheer you up. My treat," she offered with a grin, holding open the door for him. He walked inside the shop, looking around at the shop. Pinkie and the others were seated at one both, Pinkie and Applejack in some sort of donut eating contest, with Pinkie clearly destroying her orange friend. Twilight walked Billy over to the counter where a tan pony stood behind the counter, giving Billy a look as he approached.

"Twilight, please keep your pets on a leash," he told Twilight as she also approached the counter. Billy scowled at the pony who backed up a little why Twilight tried to explain things.

"He's not my pet, he's my friend," Twilight said with an eye roll. "And more importantly to you, he's also a customer, so I expect you to be more polite to him."

"Y-yes princess, what can I get for you two?" he asked with a nervous smile. Twilight looked at the menu for a minute while Billy stood lost in thought. He couldn't get what that pony had been saying out of his head. Had he really had that much of an impact on the ponies? Why would they choose to follow him and not their leaders who had protected them for hundreds of years? But had he been right about Billy? Was he really a savior from on high who struck down his enemies, who could bring about a new peace? He just didn't know.

"Billy? You in there?" Twilight asked as she looked into his face. He shook his head and snapped himself back into reality.

"Huh? Oh, sorry Twilight, I was just daydreaming," he said with a weak smile. Twilight frowned and looked at him with uncertainty.

"Remember what I said earlier, just ignore what those ponies were saying about you. You're not a ruler, you're a hero." Twilight handed him his food and went to sit down with her friends. Billy followed her, putting the matter out of his mind temporarily. He sat down with the others and started to eat, his mind slowly going back to what he had heard earlier.

{S}

Unbeknownst to the ponies eating in the restaurant, a dark shadow was watching them from the window, its dark appearance making it invisible to their eyes. It watched them all, but its main focus was on Billy and the down cast face he had, drinking it all in gloriously. And then it descended back into the shadows, moving along at incredible speeds through the city, past all the guards and magical enchantments, out past the city limits and to the north. It sped along, traversing hills and gorges that would take days to cross on hoof in a matter of minutes, until it finally arrived at the ancient temple where the greatest evils had once been held. Once inside, the shadow burst from the ground, quickly retaking its original shape as Sombra.

"I just love it when a plan comes together," he said with a chuckle, walking over to his work bench, using some of the materials that he had taken from the city to begin work on the next stage of his plans. "I must admit I'm glad I stole some of that foal Erebus powers when I had the chance. It makes getting in and out of that city so much easier."

'And despite the great evils being beaten, you continue to think you can win?' Star-Swirls voiced asked, echoing throughout the chamber. 'And you call Erebus the foal.'

"Shut up, old horse," Sombra growled at the voice. "My plan is full proof. That little stunt I put on earlier will begin to turn the citizens against the princesses and cause panic. Not only that, but I also noticed that the angels mortal form was in the crowd and he seemed to be taking a few of my words to heart. He will be in a state of confusion for a few days, his own personal conflicts will destroy him."

'You always had a manipulative tongue,' Star-Swirl said with rage, remembering an own incident with Sombra back when he was alive.

"And with all the information that you gave me on magical lightning, I now have a full proof plan to destroy not only the ponies, but to deal with the angel as well. Heh, I cannot wait for the looks on their foalish faces when I finally destroy them."

'Do you really think that with your knowledge of lightning that you have enough power to kill the angel? He is far superior to you in every way. When you attack Canterlot, he will be there to stop you.' Much to Star-Swirl's horror, Sombra turned to him with an evil grin on his face.

"Oh I'm counting on it. In fact, the whole plan revolves around him being there to stop me. You can say that...I can't take Canterlot without him." Sombra's smile grew even wider as he saw Star-Swirls face fall as he realized what Sombra was planning. Sombra turned to the exit with a chuckle, transforming back into the shadows.

"Now if you excuse me, it is time for my months of planning to become a reality," Sombra said with an evil chuckle and turned himself back into shadows. "I'll let you know how things go...if I even bother to come back." Sombra let out one last laugh as he vanished from the room, leaving the spirit of a former protector of Equestria to fear for the lives of all who felt Sombra's wrath.

{S}

"Ah told ya we shouldn't have let Pinkie eat all those triple sugar bombs," Applejack said with a sigh as she and the others watched Pinkie bounce all over the city. She had eaten three of Donut Joe's sugar bomb donuts and she was on a massive sugar rush. The group was heading in the direction of the palace, where they were going to meet with the princesses for a serious discussion about the recent events as of late. While they walked, Billy was still thinking about what he had heard that pony say in the streets. He was a hero, that he was certain of, but could he be more? Would he be able to save everyone if he became a higher power? No, he wasn't a god...but at the same time, he was. Captain Marvel was literally a mix of the most powerful gods and titans, so that technically made him a god himself. Should he embrace that side of him...or fear it?

"Billy, we're here." Twilight's words snapped him out of his thoughts and he looked up at the most incredibly palace he had seen in his life. The golden gates, the marble castle; it looked like something out of a fairy tale. The two guards at the gates nodded to Twilight and the other Elements and let them through, but crossed their spears when he tried to enter.

"No pets allowed," they both said at once. Billy had half a mind to transform right there and beat them both senseless, but Twilight intervened before he could do anything.

"He's not a pet, he's my friend. Now let him pass." The guards did as instructed and Billy was allowed to enter the palace. Twilight led him and the others through the golden doors and into the interior of the palace. It was just as grand on the inside as it was on the outside, filled with beautiful paintings and priceless artifacts. But just like in the city, Billy was always aware of the ponies that were staring at him like he was some kind of freak. He could hear them whispering to themselves and snickering at him. He hated it when other treated him like a freak, just like those at the orphanage or those who were supposed to adopt him. One day he might...

"Billy, eyes forward." Billy looked up to realize that they had entered the main chamber in the castle. He looked up and the massive doors and swallowed nervously. The twin guards standing there opened the massive doors and allowed the group to step inside. The hall room was massive, looking like the throne room one would expect from royalty. But none of the impressive decorations or fancy art could even compare with the twin princesses who sat on their thrones with smiles on their faces. Celestia was the first to speak.

"Welcome my friends. We have a lot to talk about."

The Truth Comes

"Hello my friends," Celestia said with a smile, standing up from her throne and walking down to the ponies. All of the ponies and Spike bowed down before her, causing Celestia to sigh and raise a hoof to her face. She then looked at the still standing Billy with a raised eyebrow. "Still not bowing to others?"

"Nope."

"Good, keep that independence as long as you can," Celestia said with a smile, inviting the group over to a massive table that had been set up for them. Each of the ponies took up separate seats, with Luna sitting down beside Billy, winking at him as she did so. Celestia, naturally, sat herself at the head of the table. Once everypony was seated, she cleared her throat and began to speak.

"Before we get started, how was your first time in Canterlot?" she asked Billy.

"It was...fine," he said with a forced smile, ignoring his thoughts about the pony that had been preaching. "The city is a lot bigger and nicer than I thought it would be, despite being on the side of a mountain. How do you keep it upright though, it seems to defy gravity?"

"Magic," Luna said plainly. Billy faced palmed, realizing the answer was a simple one. Celestia and Luna looked like they wanted to continue with the pleasant conversation, but Twilight brought them back to business.

"Princesses, you said that you had urgent news to talk to us about, news that concerned the destruction of not only our home, but countless other homes across the world. What's going on?" Celestia looked around at all the faces with a sigh.

"As I told you in a letter, yours has not been the only village to be destroyed in these past few days. Ever since the portal opening days ago, which I know brought Billy here, we have been having more and more attacks. However, my sister and I believe that we have found the perpetrator behind the attacks. Sombra." All of the ponies gasped at the name and began to mutter to each other, except for Billy who had very little idea who Sombra was.

"Sombra? You mean that pony that was destroyed during the battle of the Crystal Empire?" Billy asked, remembering what he had read from the book in the library. "Not to point out the obvious, but wasn't he, you know, destroyed during the fight?"

"Originally we thought that too, but all of our recent investigations have proven to us that he is indeed alive and is trying to take over Canterlot after his failure to procure the Crystal Empire. He is responsible for sending the ponies that have destroyed so much of Ponyville." Applebloom thought about that for a minute before she reached a realization.

"Wait a minute. All of the ponies that were sent to destroy all of Ponyville were stopped by Captain Marvel. So who destroyed the other town and villages?" she asked in confusion. Everypony looked to Celestia for an answer.

"We...do not know at the moment. We have some suspicions, but our number one suspect was dealt with a few days ago, so it cannot be him. Therefore, we have to assume that this is a new threat that we are dealing with."

"Back to the topic of Sombra, do you believe that he will come here sooner or later?" Billy asked, wanting to be ready this time for when the enemy struck.

"If our information is correct, than he will most certainly come here eventually. But with the forces that he sent to destroy you were defeated and the fact that he cannot defeat me and my sister by himself, we have to assume that he has a plan, so we have guards stationed everywhere in the city. I have just sent out a letter to inform them about you Billy, so they will recognize you."

"So what should we do in the mean time? Do we gather the Elements of Harmony again?" Twilight asked, wanting to act instead of wait.

"We will gather the Elements once we know what Sombra's intentions are, but with Ponyville in its weakened state, we figured it be best for half of the Elements to stay there to protect it." Her words brought back a thought for Billy. The preacher had said that the princesses had abandoned them during the battles because they didn't care. And here they were saying that they would not be protecting the town even when it was in its weakest moment.

"So why aren't either of you protecting Ponyville?" he asked them. Celestia and Luna looked at each other before answering.

"We want to be there to protect all of our subjects, but we cannot be everywhere at once. And with the constant attacks all over Equestria, we are constantly on the move to try and find this new attacker. We have sent guards to the town to help protect it."

"You sent them to their deaths," Billy said in a whisper. His rage was building and he wasn't sure why. "It is your jobs to be there for the ponies, not to be out flying around when they need you. A lot more lives might have been spared if you two had assisted the angel during the battles at Ponyville instead of being off wherever you were!" The tension in the room was beginning to build, with Billy glaring at Celestia.

"Billy, I told you we wanted to be there, but we have to protect all of Equestria, not just Ponyville."

"But you haven't been protecting all of Equestria, from what you told us you always arrive too late to the attacks and while you're there others suffer."

"Billy, what are you doing?" Twilight whispered to him. Celestia's face hadn't changed its expression, but Twilight could tell that she was starting to get annoyed.

"We are fully aware of that, but as we said, we are doing our best to protect ALL of Equestria from these threats, we cannot just focus on one city. And Ponyville is safe enough with the combined efforts of the Elements and the guards, not to mention the angel that seems to protect it as well."

"Safe enough," Billy scoffed. "The guards you sent were slaughtered instantly and the Elements barely lasted much longer. No offense, Twilight. If this was the first attack in a while I could understand why you weren't there, but this is the fourth one from what I'm told. You think after the first three you would understand that Ponyville seems to be the main target, not all of Equestria! Sombra is the main threat now, he should be-"

"That is enough," Celestia said in a cold whisper, rising to her hooves. All the ponies in the room held their breath, evens the guards in the back. Celestia was mad and nopony dared to talk back to her when she was mad. But Billy wasn't any pony.

"No it isn't," he said, standing up as well. "The first duty as a ruler is to protect their subjects and that seems to be a job that you cannot do."

"You think you could do better?" Celestia asked in a whisper.

"I know I can." Celestia's eyes narrowed and Billy began to form a word in his mouth, but before anything could happen Luna stood up and placed herself between them.

"That is enough. Billy, you are right, we have not been protecting our subjects to the best of our ability. Thank you for helping us to realize that."

"Luna, what are you-?" Celestia began, but a look from her sister silenced her.

"However, Celestia and I have been leaders a lot longer than you've been alive. Sometimes we have to make tough decisions to try and keep everypony safe. And even if you did have the power," she began, giving him an interesting look, "even you still couldn't save everypony." He wanted to argue, but she was telling the truth. He knew little about leadership and even with his great powers he still couldn't save everyone. When Luna saw that both sides had backed down, she sighed and looked to Twilight.

"You must all be tired from your trip up here and with what has happened in the past days. You should go to bed early." Twilight nodded and walked over to Billy, motioning for him to follow her. The group left the room, leaving Celestia alone with Luna.

"Why did you side with him?" Celestia asked her sister.

"I didn't. I wanted to end this conflict as fast as I could, so I told him that he was right, but at the same time wrong," Luna muttered. "I know how hard you work and how much you worry sister, but he is right. Protecting our subjects must come first. We can't both be gone in case something like this happens again. So I will go patrolling tonight alone."

"But Luna, what if you run into that...thing," Celestia said in a whisper.

"Then I will finally get to see our parents again. Also," Luna said with a frown, turning to her sister. "You lied to the boy again. You told him that the creature we fought was different from the one that is destroying the towns...yet all evidence points that they're the same. Why did you lie?"

"Because I don't want a child to be involved in this," Celestia growled. "We beat this creature once, we can do it again."

"And you wonder why Billy doesn't like you when you keep things like that from him," Luna said with a sigh. "Can I at the very least try to get Captain Marvel to join us? He could be key in defeating the monster."

"Yes, we will need him," Celestia sighed, walking towards her chambers. "Good luck tonight sister. If you run into the creature, please do not be foalish enough to try and take it on by yourself."

"I won't." Celestia walked through the doors as the guards opened them, leaving Luna alone with her thoughts. She hated to admit it, but they had been doing a terrible job of protecting those they cared about. Billy was right, if the angel hadn't been there to protect Ponyville, they would have probably lost Twilight and her friends, not to mention the entire town. He had shown that he was willing to fight for them, but she needed to gain his trust. And for that to work, she needed to gain Billy's trust. So she extended her wings and flew out through the window, planning on how to talk to the child.

{S}

Billy lay on his bed in the chambers, staring at the ceiling as his thoughts seemed to circle around him. Twilight and the girls had given him his own chambers, deciding that he needed some time alone. Billy's thoughts were on what that preacher had said and the fight he had with the princess. He knew that he had been too hard on her, that she was doing her best...but he had still seen to many lives lost due to careless leaders. He had barely had his family a few days and already all of their lives were on the line. He would fight when the time came, but it was what would happen afterwards that had him worried. When all was said and done, should he kill Sombra? He never liked the idea of killing, but sometimes it looked like it was the only way. And then there was what that pony had been preaching about. Should he take a more active role with his power? He would never overthrow Celestia, but should he be more? Should he be a god?

'The true sign of power is not one who uses it to rule the weak, but who uses it to serve them instead.' Billy sat up and looked across the room, sighing in relief when he saw the silver mare standing there.

"Great, it's you, “he muttered, lying back down on the bed. She silently walked over to him and sat down beside him on the bed, her form not leaving an imprint on the covers. "What are you to talk to me about this time?"

'I am here to warn you, not just talk. You must not start thinking of yourself as a god, Billy Batson. You may have the body of one, but you do not have the heart of one.'

"And what's that supposed to mean?"

'It means that you are greater than that. You don't need to be one. You can still save lives without being a deity, as you have been.'

But I could do more!" he argued as he sat up on the bed. "All these lives that have been lost because I didn't take a more direct approach. If I had used my full power from the start, I could have done more, saved more lives. What good is having a good heart if you don't help others?" She looked at him, his dilemma causing flashbacks to go through her mind.

'I have seen what happens when a pony full of good intentions becomes something they are not in order to protect others,' she said in a whisper, speaking now from memory. 'They believe that they are doing what is best, but eventually they are consumed by the power and become what they sought to destroy.'

"And you think the same thing would happen to me?" Billy asked with some scorn in his voice.

'No. I know it would happen to you,' she said definitively. Billy sat up to glare at her, but he found that she wasn't even looking in his general direction. She was staring straight ahead, lost in her own memories. Billy watched her silently not sure whether to interrupt. 'You would start out believing that you were doing what was right, but in the end you would become the evil. It is in you.'

"Then why did the wizard chose me?" Billy asked her.

'Because he knew you could be better,' she replied gently. 'And you have been better, always putting others first and doing the best you can. But don't try to become something you are not, because it will destroy who you are. Trust me, I've seen it happen.' Billy wanted to answer, but at that moment came a knocking from his window. He turned to see that Luna was standing on the balcony to his room, wanting to come in. He stood up and walked over to the door, unlocking it and letting her in.

"I'm sorry to bother you so late. I hope I didn't interrupt you sleep?" she asked.

"No, I was just," he began, looking over to the spot where the silver mare had been sitting. "Taking to myself. What can I do for you?"

"First, I wished to apologize for my earlier. Twilight told me about what happened on the street and the effect it had on you."

"Why would it affect me? It's not like I'm..." he began, but stopped when Luna raised an eyebrow with a smile.

"Yes, I know. It wasn't hard to put together, considering the two of you are the same species," she said with a smile. "And I want to thank you for all you have done to help the ponies over the days you have been here. Without, it is safe to say that Equestria may have fallen to Sombra. So, thank you," she said with a bow, making Billy feel uncomfortable.

"You don't have to do that, I'm happy to help," he said awkwardly. "What else did you want to see me for?"

"I wanted to ask a favor," she said a bit more hesitantly. "Celestia wasn't being completely truthful with you when she said that the beast destroying the cities is a new on. We have every reason to believe that it is the same one that destroyed Mareyland about five days ago. If it still on the loose, I ask that you would help us to stop it."

"Sure, I'll help," Billy said after only a moment’s thought, walking over to the balcony and staring out into the night. "I take it you want to go now?"

"Now would be good. I can give you a ride if you want."

"No thanks, I can fly. SHAZAM!" Luna backed up and covered her eyes as the lightning bolt struck Billy, changing him into Marvel. He floated off the balcony and waited for Luna to go airborne as well. Once the both of them were up, they started to fly away from the city, Marvel slowing himself down so that Luna could keep up. The two started to fly northeast, with Luna taking the lead. They started flying over a forest that had only one path to the city in the center.

"So, what's the creature that you and your sister fought look like?" Marvel asked her.

"It is hard to describe," she replied, shaking her head slightly. "The first thing that comes to mind is its power. But after that is would have to be...hold on a second," she muttered, stopping in midair. Marvel floated up alongside her and noticed she was looking down at the ground with a look of loathing. Marvel followed her gaze and saw what looked like a small black insect running for its life towards the city.

"A changeling," Luna said with venom in her voice. "These are the mortal enemies of the ponies. Let's see where it's going." Before Marvel could have a say, she took off towards the ground, landing in front of the creature. It shrieked when it saw her and fell to the ground, hiding under its hooves.

"And what are you doing here?" Luna growled as Marvel landed next to her. "I thought after the last time we defeated you and your queen you would have learned to stay away."

"Please...don't hurt me," it begged, looking out from under its hooves with terror in its eyes. "I-I came here looking for Celestia."

"Find her for what? To kill her?" Luna growled, pushing her face towards the changeling, which shrunk back.

"No...We need help!" Luna looked stunned at the news, but her face retook the one of rage.

"A likely story, but I can see through it. You're obviously plotting-"

"Let's hear her out," Marvel said to Luna cutting her off. Luna looked at him for a second before sighing to herself.

"Fine. What could you and your queen possible need help with?" she asked in a dark tone.

"M-my home, my family, they're all being killed!" Luna and Marvel both looked taken aback by this.

"Your numbers are in the hundreds of thousands. And yet you say that somepony attacked you at your home?" Luna asked in disbelief. "They must be crazy." Then to the surprise of both of them, the changeling began to cry, actual tears streaming down its face.

"There were hundreds of thousands of us...now there's only me," she said through her sobs. Luna and Marvel both cast shocked looks at each other and Luna knelt down to look into her eyes.

"What happened?" The changeling began to explain, but Marvel had heard this story before. He knew the beginning, he knew how it would go, but more importantly, he knew how it ended. The changeling had just gotten to the part where she heard the fighting when Marvel lifted her up and held her close to his face.

"Where did this happen?" he asked her in a dead serious tone. She flapped her bug wings and took off into the sky, with Luna and Marvel following her. Marvel could feel his stomach going cold as they sped along. He prayed that he was wrong, but he knew that he wasn't. There was only one creature that would take on hundreds of thousands of creatures and exterminate them. Doomsday was free.

Too Late

The changeling had led the two of them into a wasteland far away from the city or any civilization in general to where there was a massive crevice in the ground. She flew straight into the center of the crevice, with Marvel flying in right after her, followed closely by Luna. The two landed in the center of the crevice next to the changeling, who lay sitting on the ground with tears falling down her eyes. Luna and Marvel looked past her towards the death and carnage that covered what remained of a changeling hive. Bodies of other changelings were strewn everywhere, houses were toppled and burning, and the streets were green with the blood of so many dead.

"How did this happen?" Luna asked nopony in disbelief, looking around at all the bodies. Marvel quickly began to move through the streets, lifting up rubble in hopes of finding more survivors, only to have his hopes dashed as he only found more bodies under the buildings. The changeling hadn't moved from her spot, but she too was looking around in desperation. Luna had begun to walk around, looking at all the death in horror. She not only found changelings that looked like royal guards to Chrysalis, but larva as well. She nearly threw up looking at the bodies of dead children.

"We're too late," Marvel muttered as he looked around from above, not seeing any form of life.

"Who did this?" Luna asked the changeling, who had stood up and began to walk over in a straight line towards a certain destroyed part of what used to be the nest. She started trying to toss a huge pile of rubble to get into one of the buildings. Marvel lifted the debris for her and allowed her to go inside. She walked through what remained of her nest and finally reached the room she was looking for. In the corner lay the bodies of an older changeling cover the body of a much younger one, both of them looking like they had been crushed.

"Oh sweet father," Luna whispered to herself as the changeling walked slowly over to the bodies and laid herself down beside them, tears streaming down her face. Luna went forward to try and comfort her, but Marvel grabbed her shoulder and shook his head, walking out of the building with Luna.

"I cannot believe all this destruction," Luna whispered to Marvel, sitting down.

"I've seen worse," Marvel said with a small shake of his head, remembering the fight between Superman and Doomsday. He walked over to what looked like a castle and tossed the collapsed doors that were blocking the entrance. He slowly walked in, looking around at all the fallen that lay in there. From the mass of bodies, it seems that the changelings had made a last stand in there, making the floor black with their bodies. When he looked up to where the throne was, he found a changeling much taller than the rest laying there broken in half, with a massive stone crushing he lower half.

"That is...was Queen Chrysalis," Luna said weakly as she walked up to Marvel. "She was the leader of the changelings, always boasting about how she was the most powerful of her species and now...she's just like the rest of them. Dead." Marvel shook his head and looked around the body, his eyes falling on something interesting. In the side of Chrysalis was a grey bone like object. He pulled it out and looked at with fear beginning to grip his heart. A bone like this only came from one source.

"That looks just like a bone that the creature we fought had sticking out of it," Luna muttered aloud when she saw what he was holding. Marvel slowly turned to face her, his heart slowly filling with rage.

"You've seen this before?" he asked her in a cold tone.

"Yes, this looks like the bone of the creature we battled a while back," Luna said, not noticing that Marvel was getting angry. "It attacked Mareyland a few days ago, but Celestia and I managed to stop it. We thought that we had killed it, but with the recent trail of bodies that led south of the city, we see that we were wrong."

"So Doomsday's free and you didn't tell me?" Marvel asked her, jaw clenched in rage.

"Yes, I suppose...wait a minute. How do you know his-?"

"The most powerful monster known to humanity is free and neither of you bothered to tell me?!" Marvel screamed in rage. Luna yelped as bolts of lightning landed all around him, decimating any buildings that weren't already destroyed. Marvel flew right up to her and grabbed her by her necklace before hoisting her above him. "WHY DIDN'T YOU TELL ME?!"

"Celestia...thought it better...to leave you out of it," Luna choked out, looking with fear into Marvel's eyes. She had seen him mad, but never with the sheer rage that now consumed his face. Marvel dropped her and launched himself into the air, shattering the ground and shaking the earth with the force of his speed. Luna watched him go with a bit of fear, hoping that he wouldn't do anything rash. The last changeling walked over to her, a curious expression on her face.

"It seems that you cannot control your titan," she said with a small smile.

"He's not ours to control," Luna said with a small sigh. "What about you? What will you do now that you are the last of your race?"

"There are still changelings hidden around Equestria, I will find them and begin to rebuild our empire," she said with a small sigh. "But that will take years to do. Do not expect to see us for a while." The changeling began to buzz its wings and flew off into the night. Luna watched her go, glad that the threat of the changelings was over but also sad that it had to end like this. She just hoped that they could stop Doomsday before he could kill again. And she prayed that after that outburst, Marvel would still be willing help.

{S}

Celestia was sitting in her throne room speaking with her advisors, trying to block out the boredom. She hated meetings and how long they took. Nothing ever got done and all the ponies did was arguing over who should get what. Most of the time during these meetings she hoped that something interesting would happen to distract her. But as she stared out the window, begging to see something interesting, she could have never expected what would come next.

CRASH!

Celestia and the advisors screamed as the ceiling was caved as Captain Marvel smashed through the roof and landed on the table. He was crouched motionless with one fist on the table, but all of them could see the electricity crackling around him. All of the ponies looked at the form of Marvel with fear in their eyes as he slowly raised his hooded head to look Celestia in the eyes.

"Captain Marvel?! What in Equestria are you doing?" Celestia asked in sheer disbelief as Marvel rose to his full height, turning his head slightly to look at the other ponies.

"Get out," The ponies took no time to do what he said as they fled as fast as they could out of the room while guards rushed in to take their places. They encircled him with spears drawn, trembling slightly with fear from what had heard about him. Marvel barely took any noticed of them, walking past them over to Celestia. One of the more brazen guards rammed his spear into Marvel's chest, him and the others gasping as it shattered against his chest. He backed off as Marvel walked past him.

"Why didn't you tell me about Doomsday?" Marvel asked her through clenched teeth. Celestia gave him a look of confusion in return.

"I do not know who you are talking about," she replied.

"Doomsday! The monster that has been destroying cities and towns! Why didn't you tell me about him?!" Marvel asked again.

"I-I did not know that you knew the creature," she stammered, as she could feel the power radiating off of him. "Furthermore, how am I supposed to get into contact with you? You just show up and then vanish."

"Argh,” Marvel sighed in annoyance. "Shazam." Celestia and the others yelped as Marvel was turned back into Billy by a lightning bolt that descended through the hole he had made in the roof. Celestia's eyes widened as she realized who Captain Marvel was.

"Billy? You've been Captain Marvel all along?" she asked in confusion. "Why didn't you-?"

"Why didn't I tell you? Why didn't you tell me about Doomsday?" Billy said with a growl, scaring the guards despite being a child. Both looked up as Luna entered the room through the hole in the roof, with her looking around at the destruction with a sigh.

"I see that you have had a nice discussion," Luna said with a small chuckle. Billy ignored her and glared at Celestia, waiting for her to answer.

"I...I did not want to bring you into something that would be dangerous," Celestia said, then turning her own questioning eye onto him. "But how do you know of this beast?" Billy stayed quiet for a minute, debating how he should answer. Once again, he figured that honest would be his best choice.

"...Since you know that I'm Marvel, you've probably figured out that I have great power," Billy said to begin his story, sitting in one of the chairs that had been recently vacated. "The reason I know Doomsday is that he is a great threat in my world and after a long battle, we managed to capture and contain him. However, during a transport period, the convoy was attacked and Doomsday was lost in a boom tube, being transported to a random world. Your world. With Superman out of commission and me being the only hero on standby who can hope to fight him, I was sent to this world to try and find him. But something went wrong with the teleportation and instead of landing near Doomsday, I landed near Ponyville instead." Billy figured that while he would tell them about Doomsday and his powers, he would refrain from telling them about the silver mare. He wasn't sure if she was even real or not, but he figured that she only appeared to him for a reason.

"And that's when Spike found you passed out in the forest," Celestia said dryly, putting the pieces together. "So what were you supposed to do once you found Doomsday?"

"Hopefully he was supposed to still be contained when I found him," Billy said grimly, crossing his arms. "He would be easy to deal with then."

"But you no longer have to," Luna said with a smile. "Celestia and I killed him awhile back. We dropped him into the deepest depths of the ocean. Even if he managed to crawl out, he will have been severely weakened. My sister and I can beat him again" Billy looked at them both for a minute, then he started to chuckle, a chuckle that turned into a laugh, a laugh that eventually got tears to fall down his face he laughed so hard.

"What is so funny?" Luna asked in confusion. "Did we mispronounce something?"

"I'm sorry, but what you just said is funny to me," Billy said while wiping a tear from his eyes. "It's just that, and I mean this in the nicest way, you two got lucky against him. My money is on that he was weakened when you fought him from the boom tube and his imprisonment. That's why he didn't flatten the two of you. At his full power he would kill you both in an instant."

"But let me guess," Celestia said with a frown. "We may not be able to beat him, but he is no match for you and your great power?" But much to their surprise, Billy stopped laughing and his face took on a more somber expression.

"I may be a lot stronger than both of you, but that means very little to Doomsday," Billy said with a shake of his head. "I have the power of the gods...and Doomsday could still kill me. Just like he killed those ponies." Celestia and Luna both cast an uncomfortable gaze to each other. Captain Marvel had been powerful enough to crush six of the most powerful and evil ponies in the history, a feat that could only be accomplished in the past by the sacrifice of their parents and Star-Swirl the Bearded. And here he was telling them that the monster they now fought was strong enough to kill him.

"So what do we do to stop him?" Luna asked with fear in her voice.

"I...don't know," Billy said with a sigh. "Doomsday would be easy enough to deal with if he was still locked up, but if he's free...I'll think of something." Billy stood up and walked under the hole in the roof.

"SHAZAM!" Captain Marvel looked back to the two princesses with a dark expression. "I wish you would have told me earlier, but what's done is done. All I can do now is fly around the area and hope to find him."

"And what happens when you find him?" Celestia asked. Marvel looked back to her with uncertainty in his eyes.

"Then we find out if I really am the worlds mightiest mortal."

"We'll come with you," Celestia offered, but Marvel held up a hand.

"No, this is my fight." Marvel launched himself through the hole and flew off into the night, leaving two very scared princesses behind him.

"Even Captain Marvel cannot stop the beast," Luna said softly. "So what do we do if...when he comes for us? He's wiped out the changeling empire; he could surely do the same to us." Celestia's fears grew at the news of the changelings being defeated by the monster and they were all trained for war. If they couldn't stop it, what chance would their ponies have?

"If it comes down to it, we will face him on the field of battle," Celestia said with determination, trying to hide her fear. "And if we fall, we fall. But if we do fall, we will make sure that we bring him with us."

"But can we?" Luna asked her sister, the hopelessness of the situation beginning to dawn on her. "This beast survived our most powerful attacks and now is stronger than before. Even Marvel cannot beat it. We may be strong, but this creature seems unstoppable."

"If worse comes to worse, we can use the same magic our parents used to defeat the four horses to stop him," Celestia said bitterly, remembering how their parents had gone. "And we have the Elements and a being with god like powers on our side. We can beat it." Any further conversation was cut off as Celestia flew out of the room, leaving Luna to once again be with her thoughts. Celestia thought that they could still win, despite what Billy had told them about Doomsday. And if that wasn't bad enough, there was still the issue with Sombra who was still trying to take over Canterlot. They had sent for the other Elements, but even with them there Luna still felt worried. She looked to where Celestia had left.

"I hope you are right sister. Not just for our sake, but for all of Equestria."

{S}

If there was ever a time Captain Marvel's rage reached the point where he would consider killing, it was that long flight to find Doomsday. He flew all through the night, crossing the entirety of Equestria at least three times. But while he had found no Doomsday, there had been plenty of traces of him. Marvel had started with the city that Luna had told him of that was located in the north. Once he had arrived, he knew that Doomsday was indeed free. It wasn't the destroyed buildings, nor the fires burning in the distance. It was the silence that told him. Only Doomsday would eradicate all life even when there was no need to. He ignored the mass of graves as best he could, trying to hold back tears at the thought of all those he had failed. Marvel shook his head and turned towards the next town that had been destroyed.

It continued to get worse. Marvel found town after town that had been decimated, each one worse than the last. The pinnacle of the destruction came from a small town that was a bit out of the way from the path that Marvel had been following. He found a very small town in the center of a small forest...or what was left of it. He slowly descended onto a sight that would haunt his dreams for years. Bodies were everywhere. Old, young, no one was spared. He walked through the destruction, the guilt of him not being there to help overwhelming him. The sight that truly crushed him was the sight of two ponies, a mare and stallion, laying over top of a young foal. All three of them were dead, their lives beaten out of them. Marvel walked over to the three, kneeling down in front of them with tears now streaming down his face. The young colt's eyes were still open, the fear in them still vivid in his eyes. Marvel slowly closed the young child’s eyes, closing his eyes as well. They had needed him and he had failed them. He knelt there for a minute, his grief slowly giving way to another emotion: rage. His eyes snapped open and he launched himself back into the sky, unleashing his full speed the circle Equestria multiple times, but Doomsday continued to elude him. After hours of searching, Marvel flew to the outer atmosphere, looking down upon those he had failed.

"DOOMSDAY! I WILL FIND YOU!" Marvel roared at the top of his lungs, the thunder echoing his voice and the lightning dancing around him like a golden storm. He descended back down into Equestria, determined to find the monster that had killed so many before it could kill again. He would fail.

{S}

"Run! Runs from the monsters!" A diamond dog screamed before a grey fist shattered his skull apart. Deep underground, far away from the changelings and the ponies, a race of creatures called the diamond dogs were about to go extinct. They had been mining for gems when an unknown grey monster had landed in their misted. It said nothing and did not respond to their questions or intimidations. It simply killed. The dogs ran for their lives, but none of them were fast enough to escape the walking slaughter that chased after them. Doomsday grabbed one of the burlier dogs and hurled him into another, killing the both of them from the velocity of the impact. He roared in fury and slammed his fists into the ground, causing a cave in to begin. The dogs screamed as rocks fell from the ceiling and crushed them, those same rocks breaking into pebbles against the skin of Doomsday. He noticed out of the corner of his eye a pair of dogs trying to escape his wrath. They would not. None of them would

Conflict

Twilight and the others were worried about Billy. Celestia had informed them of the events that had taken place late last night, from the revel that the monster Doomsday was still alive, to Marvel actually threatening them to reveal what they knew about him. Twilight had watched Billy fly off from her window and had been worried ever since, hoping that he didn't find the monster by himself. Her prayers were answered as one of the guards informed the ponies during their morning breakfeast that they had spotted Captain Marvel flying in. They had all rushed to his room in joy, but when they arrived they found he had barricaded the door and refused to come out.

"Billy, please come on out," Twilight begged him, knocking on the door with her hoof. "I know that you're upset with the princesses lying with you, but that's no reason to barricade yourself off from us. Please come out." Silence was all that answered her and she tried again with the same result. Spike was next to try.

"Come on Billy, you can't sulk forever. Come on out and talk." His efforts were in vain as well and he backed away with a dejected sigh. Applejack had enough of it and tipped her hat forward before walking up to his door, banging on it.

"Billy, now ya listen to me. Ah'm the Element of Honesty, so ah know how bad it hurts to be lied to by your friends. But ya never get anything done by sitting there and sulking. So come on out know and let's talk." When Billy didn't answer, Applejack got even more frustrated. "Billy, come on out this instant or ah'll drag ya out!"

"Try it."

Those two words had a very strong effect on the ponies, who began to back away from the door slowly. That had been a threat and Billy had known it. Twilight and the other new at that moment that something else had happened last night besides the confrontation with the two princesses, something darker. But while his response made the other ponies scared, all it did for Applebloom was make her annoyed.

"Billy, ya get out here right now. Ah wanna talk to ya!" she yelled through the door. When he failed to respond, she turned towards Twilight with a look in her eyes. "Blast the door down."

"Wha? Applebloom, you heard him. If we try that, he'll-"

"He won't do anything. Trust me, ah know him." Twilight wasn't sure, but all the other ponies nodded their heads, but also backed away from the door for safety. Twilight nervously approached the door and aimed her horn at is, magic primed and ready to fire. With one last hesitant look at her friends, Twilight fired her spell into the door and blew it open.

"Hey!"

"Before any of the others could react, Applebloom ran through the door and jumped up onto Billy's bed, where he had been laying with his head in a pillow. He glared at the ponies that nervously crept into his room.

"I thought I said to stay out or else!" he shouted, trying to look mad.

"Or else what, ya blast us with yer lightning?" Applebloom asked with a raise eyebrow. She smiled when Billy didn't respond, knowing that she had got him. Then she looked a little closer and noticed that his eyes were red and puffy, as if he had been...crying. "Billy...what's wrong?"

"Nothing," he said quickly, rubbing his eyes on his sleeve. "I just had something in my eyes, that's all."

"Billy, what's really the matter?" Twilight asked him, joining Applebloom on the bed next to him. "Please tell me...I'm worried about you." Billy refused to speak to or even look at them, instead hiding his head in his knees. Applebloom frowned at him and sat there thinking for a moment. Then a huge smile crossed her face and she grabbed him by the arm.

"Come with me, ah want to show ya something," she said with a smile and jumped off the bed, dragging him along with her. He didn't even had time to protest as the filly dragged him out of his room and down the hallway. Despite her size, Applebloom was still an Apple and one of the strongest fillies in all the land. After a few minutes of being dragged, Billy finally agreed to walk to whereever she was dragging him. They walked mostly in silence, Billy still mad over her dragging him, but after a while of walking, he found that he began to become more curious as to where she was taking him. They walked out of the castle and into the streets of Canterlot, the guards letting them by with only raised eyebrows. After a few more minutes of walking, Billy finally took the bait.

"Okay, I'll bite, where are we going?" he asked her. She turned to him with a sly smile on her face.

"If ya want me to answer ya, ya need to answer me. What happened last night?" Billy shut up once again and Applebloom continued walking with a shrug. They continued to walk and Billy noticed that all of the ponies in the town were now staring at him a bit differently. Yes they were still staring at him, but their eyes seemed to have a look of fear in them along with the loathing. He wasn't certain, but he had a feeling some of the guards had spilled lathe events of last night to the town. One of the ponies scowled at him and Billy scowled back, smiling when the pony jumped back away from him. The two of them finally stopped walking when they had reached a small diner near the edge of Canterlot with an amazing view over the landscape. Billy could just make out Ponyville from there and squinted his eyes to get a better view.

"It's beautiful, ain't it?" Billy turned back to Applebloom, who had seated herself at one of the chairs overlooking the land, a small smile on her face. "If ya look close enough, ya can see mah farm from here." Billy looked off into the distance and found that she was right, he could see a little bit of her farm.

"It's pretty and all, but why did you bring me over here?" he asked her once again, but just like last time she wouldn't talk until he told her what had happened. He really didn't want to talk about it, but he also wanted to know what she was thinking, so with a heavy sigh, he sat down and began to speak.

"Last night...I found a village that the princesses hadn't found yet na dit was ripped apart," he said softly so that the other ponies sitting there wouldn't hear. "The buildings were destroyed, the ground was torn up...but the worst part was the bodies. They were everywhere, laying in the same spots that they were killed in. And some of them still had their eyes open, eyes that looked at me like i could still do something to help them, like I could save them. But I can't. I failed them."

Applebloom listened silently, waiting for Billy to continue. "I realized that it's my fault that there have been so many deaths lately. If I had searched for Doomsday from the beginning, I might have found him within the first day or two and saved all those who died...but I didn't. I chose to screw around in Ponyville and let all those who needed me die. It's all my fault. I'm no hero...I'm just a failure." Applebloom watched as Billy placed his head on his arms, covering his face. She looked off into the direction of her home and let out a small sigh.

"Ya know why ah like to come up here?" she asked him. When he didn't respond she continued talking. Because I can look over mah home and realize just how lucky ah am to have one...but ah almost lost mah home. Four times now," she said with a sigh, looking over at Billy. "Monsters from the darkest corners of history came to try and destroy mah family and friends. Ah have to admit, ah was certain that they would. But ya know what happened next? Somepony showed up to stop them. Somepony used their power to fight back the evil ponies, even when they had no reason to. That somepony saved me and mah sister more than once and never even asked for a thank ya. Ya know who that pony was? You."

"What do you mean?" Billy asked her, picking his head off the table so that he could look at her.

"If ya hadn't been in Ponyville when the monsters attacked, if ya had been off fightning that Doomsday character, mah hom eand mah family would've all been killed," she said with her head bowed, remembering Cyclops almost stepping on her. "Ah'm not saying it's a good thing that ya weren't there for those other ponies in the other towns, but ya were there fer us when we needed ya, even when most of us didn't like ya. Yer not a failure Billy...yer mah hero." Billy let her words sink in, not sure what to say. What she was saying was sweet and she knew she was trying to cheer him up, but he still felt cold inside.

"It still doesn't matter. I let them die. I could have saved them and i didn't." Applebloom let out an annoyed sigh, hoping that he had gotten beyond that.

"Look, ah know ya feel guilty fer the deaths of those ponies and ah can't even begin to guess what that feels like, but it wasn't like ya were purposely trying to avoid helping them. Ya couldn't go help them because ya were too busy saving us. We needed ya just as much as they did." She sighed at Billy, who had still yet to give a reaction to her words. "o ah guess what ah'm trying to say is...thank ya." Applebloom hoped out of her chair and walked over to Billy, giving him a quick peck on the cheek. She smiled as his face turned as red as his shirt and he looked at her with wide eyes."Now that ah've got yer attention, did ya listen to what ah just told ya?"

"Yeah, I guess..." he said weakly, looking off into the distance. "Do you think i should have done it?"

"Done what?"

"Ended Erebus and the all the others that attacked Ponyville. Because of what Celestia said is true, this isn't the first time that you have been in mortal danger before and it probably won't be the last. So you think I should have ended the threats before they could come back and strike again?" Applebloom sat back down in her chair and looked up at the sky.

"Ah guess that's what ah get fer asking ya to tell me what's on yer mnd," she said with a small laugh. "Honestly...ah don't know. Ah know mah sister and her friends would say that ya shouldn't kill, but that;s up to ya really. Now ah don't think ya would kill, that's just not you. But on whether it's the best decision...ah just don't know."

"I suppose that's the best answer I could have gotten, but thanks for trying anyway," Billy said with a grateful smile. Applebloom gave him another look, peering through his thoughts.

"What else is bugging ya?"

"Nothing much...just something one of the ponies said. He claimed that I was like a deity descended upon this land and that my actions could have saved so many more if I tried to be more direct with them, like if I stayed as the captain all the time. What do you think about that?"

"Ah thinks he's crazy and ya be crazy to listen to him. Yer not the one to go putting yerself above others, yer here to help others," she said with no trace of doubt in her voice. "And that one ah can say is the honest truth. Come on, let's head back, ah'm sure the others are worried about ya and ya also have some apologising to do." Billy sighed and started to follow her, when something out of the corner of his eye caught his attention. The silver mare was standing in a side alley, motioning for him to join her. Applebloom walked over to him and looked to where he was looking with a confused look.

"Whatcha looking at?" she asked.

"Something that I need to take care of," he said quickly. "Head back to the castle, I'll join the rest of you later."

"Alright, but don't ferget ya owe someponies some apologise."

"As if you'd let me." She walked off as Billy walked over to the mare. While he still couldn't see her face, he tell that something was wrong. She seemed more uptight than before and actually looked around a few times before talking to him.

'I'm glad to see that you have recovered from the sights of last night,' she said to him, casting a glance behind her. 'After what you saw, you have every reason to be upset.'

"I can't let things like that get in my head," he replied with a small smile. "Thanks to AB, I realize that now. What did you want to talk to me about?"

'The day of reckoning is coming and only you can stem the coming storm, but only if you gain the greatest magic of all,' she reminded him. 'And from what I've seen, you have yet to do so. You must hurry young Batson, time is no longer on your side.'

"Doomsday's on his way." Billy didn't ask that, he already knew it to be true. The silver mare nodded.

'Yes, but the stallion of darkness himself comes as well. Sombra is also on his way.'

"Any chance of Sombra running into Doomsday and letting him take care of my problem?" Billy asked with a half grin. The silver mare seemed to roll her eyes and walked past him.

'You must find the magic young Billy. This world depends on it,' she said as she walked away. 'As does mine,' she said to herself once she was out of ear shot. Billy watched her for a while before she vanished as he blinked. He shook his head and realized that she was on par with Batman for vanishing acts. He turned back towards the castle and headed off, deciding that it was time he took a more active search for this great magic.

{S}

Fluttershy, Rainbow Dash and Rarity had been called from Ponyville to Canterlot earlier that morning, though none of them were to happy about it. Rarity had to skip out on a very important client, while Rainbow Dash had to miss a Wonderbolts practice. Fluttershy was worried about her animals, but she had left Angel in charge so she was certain they'd be fine. Sweetie Belle and Scootaloo had also come along but unlike their sisters they were estactic to be there. Twilight and the others had gone to meet them at the train station.

"Hi girls!" Applebloom yelled as the three tackled each other into a group hug.

"Glad to see that you're all here alright, how was the ride up?" Twilight asked her friends as thr fillies rolled around on the ground.

"Fine, a bit bumpy but other wise alright," Rarity muttered, looking behind Twilight. "Where's Billy? I thought he was supposed to be with you?"

"Applebloom said that there was something that he needed to take care of, so he should be back soon," Twilight said as calmly as she could, trying not to worry. The two groups talked for a bit before Celestia took over the conversation.

"Hello weilders of the Elements, I'm glad your trip was nice, but we have grave matters to discuss," Celestia informed them. She teleported them away with her magic and back to the castle, apperaing in the throne room next to a table with the map of Equestria on it. "The monster responsible for the deaths of so many is on the move again and Luna and I are afriad that it is heading for Canterlot." She pointed to all the areas where the beast had been spotted or there had been traces of destruction. "Following the path we can now see that it is heading here. We thought it best to have all of the Elements on standby incase it manages to reach us."

"What kind of beast is it?" Fluttershy asked with curiosity. "If it's a animal I'm sure that I can talk to it."

"No Fluttershy, this beast had no soul or remorse. It slaughtered mares, stallions and foals without so much as batting an eye. The only way to protect ourselves is to stop it."

"Yeah, let's give him a good old fashion beat down," Rainbow agreed, flying above the others and doing quick airjabs. "That monster won't know what hit it."

"And neither will you if you do not calm down," Luna said sternly and RD descended to the ground with a huff. "There is also the threat of the former King Sombra to be accounted for. His plans to destroy you and the Elements are not over yet, not until he is defeated as well. At the moment we have no idea where he is, but we must be ready incase he reveals himself."

"Luna and I have taken the precaution of doubling the guards and keeping lookouts on all points in the city, but we wanted to bring all the Elements together here just in case. You all brought the Elements, correct?" Each of the six ponies each took their respective element out of their bag and put them on, allowing Celestia to sigh in relief. "At least we'll have our greatest weapon this time when he attacks."

"We also wish to have Bi-Captain Marvel with us as well, but he is out at the moment," Luna said with a small sigh, looking out the window down to the streets below in hopes of finding him. "So we must prepare for the attack that will come."

"Princess Luna, with all due respect, Sombra is nowhere near as brazen to come and attack us directly," Rarity said with a small smile. "After the beating that we gave him last time, he wouldn't dare to try and attack us in the heart of our strongest city. Not even he could be that bold."

"And what if I am?" All of the ponies gasped as darkness began to circle the room, covering everything except the ponies themselves in darkness. Sombra slowly rose from the floor, a smile on his face and magic flowing from him. Twilight, Luna and Celestia immediatly fired bolts of magic at him, but the attacks passed right through him as he began to laugh.

"Ah, I see that I get the same warm welcome as everypony else that comes into the throne room unannounced," he said with a chuckle, watching with delight at the ponies faces. "But for the those of you who don't know me, allow me to reintroduce myself."

"I am Sombra, your new king."

Temptation

Twilight and the others growled as Sombra chuckled at their feeble attempts to hurt him. He had popped up out of the ground in the center of the throne room of all places. He had then tossed up a magic sphere of darkness that had covered the throne room and began to work its way out. All of the guards in the area had responded to the threat, but they were unable to get past the barrier. And as the barrier expanded, the guards quickly found themselves being pushed out of the very castle they were supposed to protect. The citizens of Canterlot looked up from the streets and watched with horror as darkness began to encompass the castle, starting a panic in the streets. But at the moment, the ponies trapped with Sombra couldn't see out through the windows and were only able to see him.

'What are you doing here Sombra?" Luna snarled, taking another shot at him. He chuckled again as it passed through him.

"Luna, we haven't seen each other in nearly a thousand years and this is how you greet me?" he asked her while faking being hurt. "All those years on the moon must have done nothing to improve your attitude...but I can see that the years did take a toll on your body. You look old." Luna snarled again and unleashed another swarm of magic fire, but it still had no effect, passing through his dark body easily. He smiled again and vanished into the shadows, quickly appearing behind her.

"As to what I'm doing here, I thought you had already figured that out. I'm here to A. overthrow you and your sister. B. Destroy the Elements and end that threat once and for all and C. Take over all of Equestria. It's really not that hard to follow."

"If you think that we'll just hoof over Equestria to you, you've got another thing coming!" RD roared as she charged Sombra at full speed. He yawned as she passed through his body and slammed head first into the darkness that encompassed them.

"As energetic and stupid as always, Rainbow Dash," Sombra mocked as Rainbow Dash pulled herself back up. "But there is another side to you, another side to all of you," he said with a dark smile, turning towards all of them. "And I intend to see what that side is. And with my new magic and the help of something that I've been building, I can do that."

"Wait a minute...you horns back!" Spike cried out as he looked at Sombra’s head.

"Indeed, but it not as weak as my old one. This horn makes me even more powerful and allows me to cast the greatest of spells. For example, to cover this entire castle in darkness. Not on such a grand scale as one of the princesses, but enough to further my plans."

"You can't win Sombra. Even if we can't hit you now, you are no match for three princesses and the Elements of Harmony," Twilight informed him with a smug smile. But he began to laugh, causing her smile to turn into a frown.

"Oh believe me, I already know that, but fortunately I have a plan for that as well. But it will require a...friend of yours," he said with an evil smile. "But until that happens, I want to show you something that I think will surprise you."

"Oh boy, I love surprises!" Pinkie exclaimed, hopping up and down in place. "Show me show me show me!"

"Such enthusiasm must not go unrewarded," Sombra said with a chuckle. "Very well, I will show you...this." Sombra reached inside the bag on his back and pulled out a very odd looking mirror, with black glass instead of the regular glass. Pinkie looked at it for a minute with a confused look.

"How is that a good surprise? You really need to work on your surprises. Surprises should be shocking and totally do something that nopony is expecting!" Pinkie lectured.

"Oh, but that wasn't the surprise, this is!" Sombra swung the mirror around the room so each of the ponies had the chance to look into it. Once the y had, he then tossed it to the ground, shattering it. Pinkie made another comment on a bad surprise, but it died in her mouth as the fragments began to take a new shape, rising up from the ground. The fragments took on the form of ponies, but not just any ponies. They looked like counterparts to the Elements and the princesses.

"What's going on?" RD asked as she looked across the room to a pony that was grey in color and had a z cutie mark.

"They look like us," Rarity noted, looking with dread at a pony with an evil grin and a bit on her flank.

"Except...more evil," Twilight added, not liking the look of the pony that was a deep purple and had herself as her cutie mark.

"And ugly," Applejack added, snarling at her counterpart with angry, a black heart for a cutie mark.

"It doesn't look like me at all," Fluttershy squeaked as she tried to avoid the gaze of a very attractive yellow pony with alluring eyes.

"Well mines a perfect copy," Pinkie said with a grin as she stared into the rage filled eyes of her counterpart.

"Why do I have one?" Spike asked as the dragon across from him eyed him hungrily, licking his lips.

"Elements of Harmony...and Spike," Sombra said in an announcer’s voice. "Allow me to introduce you to your counterparts...the seven deadly sins! Gluttony, Wrath, Lust, Envy, Pride, Greed and Sloth!" The ponies looked at their opposites with unsure eyes, watching as they began to move closer. "It's going to be a real fight tonight. Can the Elements of Harmony defeat the greatest sins known to pony kind? I hope not."

"Do not worry girls, we will assist you!" Luna yelled out, but before she and Celestia could run over to them, fragments began to move in front of them, taking the forms of two ponies that they had never hoped to see again. One of them was midnight black with blue armor and a dark mane, who eyed Luna with an evil grin.

"Nightmare Moon," Luna said in a whisper. The on for Celestia was an alicorn with blazing mane and a burning sun on her flank, with cold emotionless eyes gazing at her

"No, I rejected you long ago," whispered Luna, stunned by the images. Sombra started to laugh uncontrollably at the sight of the stunned ponies, clearing his throat as he began to speak.

"Yes, these ponies must battle the parts of themselves that they either tried to hide or just didn't know about. And now without further delay...FIGHT!" On his command, the ponies threw themselves at each other. Twilight was taken down by Pride, while AJ and Envy wrestled in the ground. RD pounded away on Sloth, who didn't even budge. Pinkie was tossed around by Wrath and poor Spike ran as fast as he could from Gluttony. Rarity was having her mane ripped apart by Greed while Fluttershy tried to resist the eyes of Lust. Sombra chuckled again as he saw the two most powerful alicorns back away from their own opposites. With these ponies occupied, nopony would be able to stop him. Then he remembered another problem that he needed to go take care of. So he whisked himself into the shadows and headed for town.

{S}

Billy had been looking up magic in the Canterlot city library on the other end of Canterlot when he heard the commotion. He ran outside along with the rest of the ponies to watch in horror as a dark barrier consumed the castle with the Elements and princesses inside. He had barely glanced at the image before he had ducked away to find an alleyway where he could transform, but it took him a while with all the pony-folk in town. When he finally did find a quiet place, he looked to the sky with a grin.

"SHAZAM!"

One magic lightning bolt later, Captain Marvel took off from the alleyway and flew over to the dark barrier, passing a number of civilians as he did so. They looked up at him with dropped jaws and then they began to cheer. Marvel ignored them the best he could as he flew to the barrier. It was made completely of darkness and even though he hit it with all his might, he was unable to break it. He was considering a lightning bolt when Sombra appeared out of the side of the barrier, looking at him with a sigh.

"Oh, it's you. Look, I'm not ready for you at the moment, would you mind coming back a little later?" he asked, yelping as Marvel tossed a lightning bolt at his head. "I'll take that as a no. Fortunately for me, I know how to keep you busy. Here, catch." Sombra tossed him something and then quickly vanished back inside the barrier. Marvel caught what he had tossed and looked down at his hand, raising an eyebrow when he saw that it was a shard of glass.

"How the heck is this supposed to keep me-WHOA!" he yelled as the glass began to grow. He dropped it, but it floated up right in front of him as it continued to change. It turned humanoid, with arms and legs, growing a head as well. Then it began to take shape. Black armor began to from over its body, equally black hair growing on its head. And then to Marvel's horror, a golden lightning bolt formed on its chest to complete it.

"Black Adam," Marvel whispered as Black Adam raised his head to look at Marvel. "No, I beat you, you died! This has to be an illusion or-" Marvel was interrupted as Adam caught him with a left hook out of nowhere, launching the captain towards the streets below. He managed to right himself in time, but was unprepared for a knee to the gut that Adam caught him with, knocking to wind out of him. But he managed to recover in time to catch an overhead strike and retaliate with his own right. Adam's head snapped back as Marvel connected with his jaw and he was slammed into the dark barrier. He shook his head and resumed flying, Marvel and Adam circling each other carefully. Both eyes narrowed at the same time and they charged each other, their fists colliding with such strength that the entire city shook from their power. Marvel's battle with his opposite had begun.

{S}

Twilight growled as Pride countered every single one of her attacks perfectly and retaliated with such intensity that she had no time to think of a counter strategy. She took to the sky to give herself the high ground, but Pride had read her move and met her in the air, colliding with her and dragging her back down to the ground.

"This doesn't make sense! Why is my sin pride?" Twilight roared at Sombra, who had returned from messing with Marvel to watch the battles.

"My dear Twilight, if I were to tell you my minions would cease to be," Sombra said with a chuckle, watching as Pride caught her in the jaw. "Not that you can figure it out on your own. Oooo!" Sombra said with a wince as he watched Applejack get kicked in the head by Envy. She staggered and Envy jumped onto her back, driving hooves and elbows into her back. She shook herself and managed to toss Envy off her back, but Envy rolled when she hit the ground and tackled AJ again, knocking them both over. AJ got to her hooves first and bucked Envy for all she was worth. She connected in the gut and Envy went down hard. AJ did a whoop, believing she had won, but Envy got right back up, a dark smile on its face.

"Gosh darn it, this thing just won't stay down," she growled as the two slammed their fore hooves into each other and continued fighting. The others weren't fairing much better, with only Pinkie Pie being able to dance around her opponent and avoid getting hit.

"HOLD STILL, WILL YOU?!" Wrath roared as she slammed her hooves into the floor where Pinkie had just been standing. "ARE YOU AFRAID TO FACE THE TRUTH ABOUT YOURSELF?!"

"Of course not. I know that sometimes I can get really mad, especially if somepony breaks a Pinkie promise and that that rage will always be a part of me," Pinkie said happily, reappearing in front of Wrath. "Buuuuttttt...I know that it doesn't define me and that I'm still the happiest pony in all of Equestria. I prefer to be cheerful to being angry. So...you go bye-bye now." Wrath roared and tried to crush Pinkie with her hooves, but they passed right through her. Pinkie smiled and watched as Wrath began to vanish into thin air. "Hey everypony, in order to beat them we need to admit that they are a part of us! It's just that easy!"

"Right, admit that these things are a part of us. Nothing easier," Rarity grunted as she pushed Greed off of her. "Ahem...I admit that I can be a tiny bit greedy at times." Greed landed on her hooves and rushed Rarity who screamed and ducked underneath the attack. "Okay, I can be somewhat greedy." She screamed again as another attack came from Greed, who shot a bunch of rocks at her. "ALRIGHT! SOMETIMES I CAN BE VERY GREEDY! ARE YOU HAPPY NOW?!" Greed looked down in surprise at her hooves as she too began to vanish. Rarity let out a sigh of relief as her opponent vanished.

"So that's the plan, huh?" RD said with a smile, looking down at Sloth who she had in a headlock. "Fine, I admit that I'm often lazy and tend to goof off when I should be working. That I can be the laziest pony in all of Ponyville sometimes. Happy?" she asked Sloth, who seemed to think about it for a minute before vanishing with a shrug, being too lazy to fight. Following the others examples, Twilight and Fluttershy were the next two to get rid of their opposites, admitting that they were prideful sometimes and that she was lusted after. Even Spike managed to admit that he was a glutton. That just left Applejack.

"Come on Applejack, just admit that you're envious and it will all be over!" Twilight called out to her friend, who was still pinned by envy.

"Ah'm not envious, ah'm just annoyed," Applejack grunted as she lifted Envy over her head and tossed her to the ground.

"But your opposite is envy! You have to be envious about something!"

"No ah'm not!"

"Sheesh, why didn't she get pride?" Twilight grumbled as she levitated over to her friend. "Applejack, no matter what you're envious of, we won't think any less of you for it. Please, just say it."

"Fine. Ah...envious of mah friends." Envy went in for another blow, but vanished back into magic before she could connect. Twilight helped Applejack to her hooves and both of them were joined by the others, who turned to the two princesses who were still battling with themselves.

"We need to help them," Fluttershy said to the others, who nodded their heads in agreement. Sombra watched them run over to the princesses, checking on the monitor he had set up on his wrist. The device he had planted drew power from dark emotions, but was only at half power from the girls fighting with themselves. He hoped that Marvel would provide a better brawl. So as the Elements began to help the princesses, Sombra slipped outside to help stir the pot.

{S}

Ponies screamed in terror as Black Adam collided with the ground, sliding along it on his face. He rose to his knees and turned just in time to receive two boots to the face, knocking him along even further. Adam hit the ground and sun, gliding along the ground with his back to it as he fired bolt after bolt of electricity at his foe, who evaded each shot with skilled timing. Marvel caught up and slammed his fist into Adam's face, knocking his look alike into the ground. He watched as Adam struggled back to his feet, shaking his head.

"Just as I thought, you're not the real Black Adam, you're just a copy," Marvel said. Black Adam scowled and launched himself at Marvel, swinging wildly. Marvel caught both of his fists in his and jammed his knee into Adam's gut, bringing the being to his knees. "Black Adam would have beaten me up and down this city, whereas you can barely put up a fight against me. Also he would never stay this quiet for so long," Marvel said, lifting the fake over his head. "So say goodbye. SHAZAM!" The final confirmation for Adam being fake was that when the lightning bolt came down on the two of them, the fake was blasted into nothingness, a small piece of glass landing at Marvels feet. He brought his foot up and crushed the glass under foot, grinding it into powder. With his foe finally beaten, Marvel let out a sigh and looked around. The ponies that had been hiding as the two had fought all came out and rushed Captain Marvel, each of them shouting his or her respective thanks.

"Thank you for saving us oh divine one!"

"Yes, thank you for gracing us with your presence!"

"Please bless my child!"

Marvel slowly backed away from the crowd of ponies, not liking what they were asking him to do. He didn't like the way they were speaking to him or for a matter of fact just eyeing him. Their eyes told him that they saw him as a god, that they revered him. Marvel quickly took to the skies despite the ponies pleas to stay and headed back to the caste, needing to find a way inside. Much to his surprise, a hole opened up for him we he approached and he cautiously made his way inside. The shadows were like a maze and only one path was available to him. So Marvel flew along that path until he reached what looked to be the top of the castle. There, amongst the strongest sections of darkness, he found Sombra standing next to a black rod.

"Well, the great divine finally blesses me with his presences," Sombra said with a snicker, turning to face the hero. "I wonder... how does it feel to have all that power and know that you're doing the wrong things with it? Why bother protecting the ponies when you could rule them instead?"

"Because I'm not arrogant enough to think of myself as above them," Marvel responded, flying over to Sombra and wrapping his hand around his throat. But much to his surprise, Sombra vanished into darkness and reappeared behind Marvel.

"Oh, but you are better than them and you know it," Sombra whispered, trying to get inside Marvel's head. "If you were to use your power to rule, then ponies like me would be too afraid to try and do anything dastardly, we'd be so afraid of you." Marvel swung at Sombra, but the pony had vanished again, but his voice remained. "And yet you're afraid, afraid of unleashing your full might, afraid of crushing those who would dare to stand against you. Yet in reality, because you refuse to crush them, you're killing more ponies than they are."

"You're wrong!" Marvel yelled, looking around for him. "I don't need to kill to stop my foes. I am strong enough to protect them without killing!"

"Are you now? Then please explain to me what happened when you let Erebus go. Didn't he come back and destroy the village all over again and nearly kill your friends?" Sombra asked in a mocking tone, the shadows at Marvel's feet circling him. Sombra moved his shadow very deliberately close to Marvel's ear. "What about all those that Doomsday killed?" Marvel spun faster than Sombra could react and grabbed him by the throat before he could return to the shadows. Marvel's fist clenched in anger as Sombra struggled to smile.

"Ah...hit a...sore spot...did I?" he asked while Marvel lifted him off his face, rage flashing like lightning in his eyes. "Just...think about it...if you were...in control...Celestia and Luna...would have had to...have told you about...Doomsday earlier. And then...you could have saved all those poor ponies that he killed."

"Shut up," Marvel said in a very dangerous manner. Sombra looked at the monitor on his wrist, noticing that he had just a bit more to go.

"Let’s face it," Sombra said with a smile, managing to wriggle enough so that he could breath. "You're no better than me."

"What?" Marvel asked him in cold rage. "I've saved lives, whereas you tried to take over this land. How am I no better than you?"

"Simple," Sombra said with a chuckle. "I sent Erebus, Cyclops and the four horses to their deaths to try and beat the Elements. I let them die. And that's exactly what you did to all those who died because you refused to use your powers to find Doomsday. You let them die." Marvel finally snapped. He roared in rage and lifted Sombra over his head, tossing the pony into the top of the castle. The marble gave way and Sombra fell through three levels before he finally came to a stop in the throne room. Before the other ponies could react, Marvel descended into the room and head right for the beaten Sombra, who struggled to his hooves with a smile on his face. Nightmare Moon and The Solar Empress both came to Sombra's aid, but Marvel grabbed them both and shattered them against the ground, blasting them apart into pieces of glass. Sombra was once again lifted up by the throat as he took another look. One more push is all it would take.

"Marvel, what are you doing?" Twilight asked, but Sombra spoke first.

"If you let me live, I won't stop until I've hunted down and killed all you care about," he said with an evil smile, his eyes looking over to Spike and Twilight. "I think I'll start with your new family over there. It will be fun making them scream." Marvel's eyes narrowed, his fist tightened and his body began to crackle with power.

"No, you will never hurt them again," he said in a whisper, looking back at his friends and family. "You will never do anything again. This ends now."

"I don't believe you," Sombra said smugly, looking down at the now full monitor. He then looked up to Marvel and sneered at him. "Prove it." Marvels eyes widened, his rage broke and he lifted Sombra over his head and called out his magic word.

"SHAZAM!"

A massive bolt of lightning came down from the heavens, it golden fury heading for Sombra. But when the lightning bolt reached the roof, something changed. As it passed by the black rode, the bolt went from a golden color to a dark black color. The bolt continued to descend right into the body of the smiling Sombra. Both Marvel and Sombra were consumed in the strike, creating an explosion so powerful that the ponies needed to through up shields around themselves in order to stay safe. While the explosion on the outside was incredible, it paled to what was going on in the boy’s mind. He was consumed with images of death and destruction, his loved ones not just dying in front of him, but being killed by his hands. He was killing them. He screamed as loud as he could as his mind was forced back, leaving an opening. When the explosion finally ended, the ponies looked to find that Captain Marvel was lying down face first on the ground, with the body of Sombra nowhere to be found. Twilight cried out and ran over to him, trying to wake him up. She rolled him over; barely even noticing that his suit was now black and that the lightning bolt and cape were now a deep red.

"Billy! Wake up!" She cried, shaking him as hard as she could. All the ponies crowded around him, waiting to see if he was alright. After a minute, his eyes opened and he sat up. "Oh thank goodness you're alright," she said with a sigh of relief, wrapping her hooves around him. The others looked on with smiles; despite the fact that they had just been told that Billy was Marvel. All except for Applebloom, who stayed as far away from him as possible?

"That's not Billy," she said with fear, placing herself behind her sister. Twilight looked to her with a confused look, then back to Marvel. The moment she looked into his eyes, she realized that Applebloom was right. His eyes were green with red pupils, the eyes of only one other pony.

"Sombra!" Twilight screamed as she backed away from him. Sombra began laughing and rose to his new full height, flexing his fingers and looking down at his new body with a grin on his face.

"No, I am no longer Sombra," he said with a deep chuckle. "You can just call me god."

New Ruler

The ponies slowly backed away as Sombra began to laugh using Captain Marvel's mouth. They were terrified now, now that Sombra was in control of the most powerful pony known to them. He stopped laughing and looked at them with victory in his eyes. He went to take a step forward...and nearly fell on his face. Before he could hit the ground, his ability to fly took over and managed to keep him upright.

"I'll never understand how he managed to stay like this all the time," Sombra muttered as he stood back up, trying to balance himself on his new feet. "I swear this is almost as difficult as trying to over throw the princesses."

"What did you do to Billy?" Twilight asked him in a cold rage.

"Oh nothing too much," Sombra said with a slight chuckle, cracking his knuckles. "Just forcefully repressed his conscious by causing conflict within his mind and forcing him to come to grips with the fact that he is responsible for the deaths of so many and inserting my conscious into his mind while he was occupied. It took days of quick planning to change my plans to compensate for him once he showed up," Sombra said with an evil smile, starting to walk to the ponies. "The hardest part was getting the child to believe that he was responsible for the death of those ponies when I was the one who killed them."

"So what are you planning to do?" Celestia asked, stepping past the enraged Twilight who wanted nothing more at that moment to tear Sombra apart.

"What am I going to do?" he asked them with a laugh. "Simple. I'm going to give you one chance to swear your allegiances to me or I will kill you all with Billy's body. Simple."

"You're a foal if you think that I will bow to you," Celestia said with defiance in her voice. "I have battled creature far worse than you Sombra and I will bea-"

WHAM!

Celestia never even knew what hit her as Sombra used Captain Marvel’s enhanced strength to flatten Celestia with a single punch to the jaw. The princesses of the sun was launched across the room and slammed into the side of the dark barrier, sliding down the side of it unconsciously. The ponies screamed and ran over to her side as Sombra looked at his fist with a sigh.

"Darn, that was supposed to take her head off. Oh well, now you must see that it is pointless to resist me." The ponies all glared at Sombra, but none of them dared to speak. All except for Applebloom.

"How did ya manage to take control of Billy? His power far exceeds yours," Applebloom growled.

"Simple. When I first found out about the boy and his amazing power, I knew that I either had to destroy him when he was mortal or take control of that power for myself. Well, I'm not one to let such power go to waste, so I came up with a brilliant plan. First was to find out all about this magical lightning that he used to transform and thanks to some books by Star-Swirl I was able to find out how they worked," Sombra said with a chuckle, sitting back and allowing himself to levitate in the air, closing his eye as he went over his plan.

"The hard part was repressing his conscious so that I could replace it with mine. I knew that trauma could make a mind recede, but I didn't know how much would be needed to work, so I started small. Sending the Cyclops, letting the ponies of the apocalypse come and destroy your home, a child shouldn't be able to handle that much trauma. Yet he did, so I was forced to more extreme measure. Killing innocent and making it look like that it was his fault, messing with his mind and trying to get him to question his whole moral code, things that would break regular ponies. But the kid's tough, I'll give him that, so I had to do something that would break even him. I had to get him so angry that he would kill, that he would break his little golden rule. And the moment he tried to kill me I was able to use my dark lightning rod to help push his mind back and make room for mine to take over. And the rest you know."

The ponies managed to wake Celestia up and helped to keep her on her hooves. The Elements of Harmony, the princesses and the CMC along with Spike turned towards Sombra, preparing themselves for their greatest battle yet. Twilight brought every single one of her most powerful spells to the front of her mind, each one on the tip of her tongue. Celestia and Luna prepared to combine their most powerful spells to fight as well, with the rest of the ponies each preparing an attack plan in their heads. But instead of attacking them, Sombra simply floated over to the window and looked out upon Canterlot with a smile.

"It's all mine now, now and forever," he said with a small chuckle.

"Um, hello? You still have us to deal with!" Rainbow Dash snorted. Sombra over his shoulder at her with a bored expression.

"You're still here? Fine, get out of my castle or suffer the consequences blah blah blah," he said, looking back out the window. "I'm trying to figure out the best way to break the news to the ponies of their new ruler. Should I go small, let them guess what happened? Or would a display of power be more appropriate?"

"Hey! Don't you dare ignore us like we're some kind of-" Rainbow Dash blinked as Sombra seemed to appear in front of her out of thin air. She, the fastest flier in all of Equestria, hadn't seen him move. She looked up to him as he gazed down on her with a frown.

"You don't get it, do you? You're no longer a threat to me. At most," he said while holding up his hand. "You're an inconvenience at best," he growled, summoning a lightning bolt into his hand, causing the ponies to jump back. He turned around and floated back over to the window, gazing out it once again. "Now leave or this time I really will kill you."

"The ponies of Equestria will never follow you!" Twilight growled. "They all know you're evil!"

"True, but they will follow the angel. Now out." The ponies all looked at each other, knowing that they had no choice. So with one last look of defiance, they left the chambers, Luna looking back over to Sombra, using a little bit of her magic to confirm something. When she saw it to be true, she left the room with a very small smile. Sombra in the meanwhile had decided on a course of action, so he ascended through the open window and floated over the streets of Canterlot, gaining quite a reaction from the populace. Ponies all stop and stared at him, some in fear but some in adoration. He waved at all of them to follow him and they did so, gathering more and more of a crowd as he floated down the streets, arms outstretched like a deity. He came to a stop in the town plaza, where he floated above all the other ponies and turned to face them, clearing his throat.

"Hello my friends. I can see from the confused looks on your faces that some if you either have no idea who I am or what I’m doing here. I am here to do something that has not been done in Equestria for nearly a thousand years. I am here to create peace." the ponies all whispered to themselves, with no idea what to think about what he was saying. "As many of you know, there have been a number of attacks recently from evil ponies from the darkest corners of our history. While I was able to repel the attacks, many homes and lives were lost during those battles."

"While I stopped the initial attacks, I was not able to find the perpetrator of the attacks until recently. You all saw that dark sphere that covered the castle a while ago? That was the work of king Sombra, one of the most vile and evil of ponies known to our kind." The crowd began murmuring again, looking around everywhere with fear filled eyes as if they expected Sombra to jump out at them at any moment. "Ha-ha, now I see that you're all afraid again, afraid that you'll be the next victims of an attack. But fear not, my little ponies, for Sombra is no more." The crowd let out a collective gasp at this and the murmuring became more of a deep rumbling as hundreds of ponies spoke at once.

"I can hear it now; many of you are asking why I would do such a thing. The answers simple. If I let Sombra go, he would return to try and hurt all of you again. So, in order to keep you all safe, I ended him in a single thunderbolt. It was a tough decision to make, but I was willing to make it to keep you all safe," he said with fake sorrow, closing his eyes while forcing back a smile. "But there is something else I wished to speak to you about. While I was fighting Sombra, I noticed that the two princesses were not there to aid me, that I was forced to battle him all alone. Now this wouldn't be a problem, if it were the first time that they did this. But no, they have abandoned ponies to their fates before and they tried to do it with me in the castle."

"That is a lie!" All in attendance turned to find that Celestia was standing in the center of the crowd, glaring daggers at him. None of the other Elements were with her, as she wanted to do this alone. "You are not Captain Marvel; you are Sombra in his body!" The crowd looked from her to the smiling face of Marvel, confusion beginning to break out. "You stole his body and plan to use it to take over Equestria!" Sombra looked at her for a minute with a raised eyebrow, before breaking out into a small chuckle.

"This is exactly what I expected of you, Celestia. You don't come to the aid of somepony who fights for you and then when it’s all done, you try to take the credit for yourself and place the blame on somepony who is dead. Why should I...no, why should WE trust anything you have to say?" he asked, looking around at all the ponies. "Where were you when Ponyville was attacked those three times? Where were you when I battled it out with Sombra and his dark minions?"

"I...I was looking into something," she said with a growl.

"See? She can’t even be trusted to tell the truth. And yet she is supposed to lead you, to keep you safe, but you can't even trust her to tell you the truth. Because the truth is she can no longer keep you safe, she can barely keep herself alive." The ponies had all started to whisper again, but it was a much harsher whispering and all of it was directed at Celestia.

"That is not true! I would fight to the death for my subjects!" Celestia cried out, looking around in desperation.

"Ha! You would much rather prefer your subjects fight for you while you sit back in that castle with all your ill-gotten gains," Sombra said with a smile, watching as the crowd began to turn on Celestia. But it was not enough; he needed to deliver the final blow. "But that will not happen again. Because I will now take over the job of ruling and protecting Equestria!" Everypony in the crowd turned to face him as he said this. "I will keep you safe like she was unable to! I will rule you fairly like she has failed to! And I will be a better king than anypony else in history!" Nopony said anything, nopony dared to do anything. Then one began to applaud, followed by another and another, until the whole of the assembly was applauding. Celestia looked around in disbelief before flying up to Sombra and glaring into his eyes.

"This is not over," she whispered.

"It looks over to me," he replied with a cold smile. "Now leave before I make an example of you." Celestia looked back at all of the ponies that were now glaring at her and chanting for the angel. So she summoned as much cold pride as she could and flew of in direction of the Sparkle's house, knowing that none of them would like the news.

{S}

"That's bad, that's very bad," Twilight muttered once Celestia had finished telling the others the story. They had taken refuge in the Sparkle's home, with Twilight explaining to her parents what was going on. While they could have returned to the castle, they didn't want to take the risk of angering Sombra. So it was here that they sat around planning their next move. Applejack was helping RD and Twilight plan on how to fight Marvel, since Twilight new of his power better than almost anypony. Fluttershy, Pinkie and Rarity talked about what was going on in Ponyville, trying to keep positive. The CMC were trying to cheer up Spike, who sat near the window, staring out of it while worrying about his friends. When Celestia had come back, they had all gathered around, but the news was not good.

"How did he manage to turn the ponies of Canterlot against you?" Fluttershy asked. "I thought the ponies of Canterlot loved you?"

"They did, but with all the events going on, we have not always been there for our subjects," Celestia said with a sigh. "And that was all Sombra needed to start lies about us not caring. While none of it is true, our absence has left a lot of ponies feeling afraid for their lives. But when Captain Marvel showed up and starting protecting ponies in our absence, many believed that he should be protector. And now he is, but it is not the protector they wanted."

"Do you think Billy's okay?" Twilight asked with worry, biting her lower lip. "Sombra said that he caused some massive mental trauma to suppress his conscious."

"I do not know the state of young Batson, but we have bigger problems at the moment. Twilight, you've been around Billy more than anypony, has he told you of a weakness he might have or a flaw in his armor?"

“No, Captain Marvel is essentially invincible," Twilight said with a sigh. "He can't be hurt by our magic and he's been holding back up until now, which means that he's even stronger than we thought. While Billy wouldn't hurt us, Sombra has no problem with it. I don't think that I could get through to him."

"That is not true." All turned to Luna, who had been sitting in silence ever since they had reached the house. She stood up with a nervous, but confident look. "I believe that there is a way to reach Billy, but it will be very dangerous."

"You can reach him?" Spike asked, snapping himself out of his thoughts. All the ponies gathered around Luna with hope in their eyes. She shifted uncomfortably, not sure how to answer.

"Yes and no. I know how to reach him, but I cannot be the one to do it."

"What does that mean?"

"Let me put it this way. Billy is in some sort of dream state right now while Sombra is in control. I can go into pony’s dreams when they are sleeping and talk to them, like I did with Scootaloo a while back." Luna sighed and took in a breath. "But now we get to the hard part. While I can normally go into ponies minds, Sombra has somehow managed to find a way to keep me and any other pony out. When I scanned his mind back in the castle, I found that Billy is still in there but he is hurting. I also found that, like I said, no pony can enter his mind."

"Then how do we reach him?" Spike asked in desperation.

"While no PONY can get inside his mind, I do not believe that Sombra put up any defenses against dragons."

"So I can go in and wake Billy?" Spike asked, hope returning to his eyes.

"No. It is far too dangerous."

"What, I'll be fine in his mind. Billy and I are friends," Spike said with a smile.

"I know that, but you do not understand what the mind becomes when it is attacked. With all the mental trauma inflicted upon him, Billy will have sunk to the deepest recesses of his mind. And there are also the mental guardians he will place in order to prevent another attack."

"M-mental guardians? What are those?"

"They are who protects the mind once it has been laid siege to. I doubt that even Sombra could go back into Billy's mind now with all the damage he has inflicted."

"But princesses Luna, you have gone into plenty of minds before, surely you must know how to get around these guardians?" Twilight asked her.

"Normally I get by them by over powering them. Guardians are created from memories or ponies that we care about, who we'd expect to be there if we were in danger. The dreams I normally go into at the most have either me or my sister protecting the mind. But Billy is different. He is practically a god himself and comes from a world of gods. So who do you think will be guarding his mind now?" Each of the ponies realized what she was saying. Billy's world consisted of gods and titans, creature that the ponies would stand little chance against. If they were the ones guarding his mind...

"I'm still going," Spike said. Everypony looked at him in surprise.

"Spike, did you not listen to what Luna said?" Celestia asked. "You would be up against creatures that are beyond anything that we have seen before. You wouldn't

"I get the danger and I know how powerful these gods are, I'm friends with one of them," he reminded them with a frown. "And that's the point, he's my friend. He was there for us when we needed him, despite the danger. And I plan to be there for him when he needs me." Luna looked at the little dragon with interest as the others tried to convince him not to go. She had never known Spike as being a coward, but even the most powerful of ponies would be afraid if given the same offer. But he was willing to risk it all for this human that had only been here a few days.

'So you finally found that friend you were dreaming of,' Luna thought with a smile. "Very well Spike, I will get you into Billy's dreams."

"Do you mean it?" Spike asked her. "What about the danger?"

"Somehow, I think you’ll make it," she said with a smile, motioning for him to get on her back. "If we are lucky, I can catch Sombra while he is speaking so that he'll be distracted. The others will follow us on the ground, ready to bring down Sombra once you have expelled him from Billy's mind. Let us go."

"Um, Spike?" Applebloom began, shifting her hooves. "Bring him back safe, alright?"

"Don't worry, I will," he said with a smile. "And I'll come back safe too." Spike hopped onto her back and waved goodbye to Twilight and the others as Luna took off into the sky. The two of them sailed through the sky above the streets, looking for Sombra. They found him speaking to the advisor for the princesses, who was in a heated debate with him.

"You will leave getting you into his dream to me, but once you are inside it is up to you to find the child," Luna instructed him, her horn beginning to glow as she started the spell to allow him to enter the dream. "The mind will be a maze, but your best bet is to go down. The sub conscious usually resides at the lowest part of the dream...good luck."

"Thanks, I'll need it," Spike muttered as he felt his mind begin to grow foggy. His head began to swirl and darkness began to overtake his vision. He closed his eyes and went with what was happening. The spinning grew faster and faster until he almost fell over. Then he felt it stopped and all was still. He tried to listen, but he couldn't hear anything. He gingerly opened one eye, but both of them snapped open when he saw where he was.

He was in Billy's world.

Nightmares Made Real

Spike didn't know if he was in a twisted dream or a very odd nightmare, but he did know that the place he found himself standing in was incredible. Buildings that reached up and touched the sky were on all sides of him, signs that had neon colors were on the sides and the city seemed to go for miles. Odd looking carriages sat on the sides of the streets, which were covered with something foul smelling. His eyes went wide from what he was looking at, but the longer he looked the more he realized that something was wrong. The buildings looked old and were missing windows. The cool carriages were worn down and covered in rust. Even the roads were full of cracks and potholes. Spike also noticed that this world had dark black clouds covering it, which blocked out the sun and flashed with lightning.

"H-hello?" he asked nervously as he began to walk down the street. "Anypony here?" His voice echoed, but no one answered him, leaving the little dragon to wring his hands as he walked down the street, waiting for something to happen. No sound reached his ears except the rumbling of thunder and he realized that he was alone. He also noticed that the world here seemed to be a much darker hue than the real world, creeping him out even more.

"Ugh, for such a bright and positive kid, his nightmares are dark," Spike mumbled to himself. Luna had told him to look for a way down, but he didn't know how to go about that. After a minute of walking, he discovered a sign next to a flight of stairs that said subway.

"A subway? Wasn't that the place where Billy said had the underground trains?" he muttered to himself. "If I'm supposed to go down, that might be the way to go." Unfortunately for him, this entrance was boarded off and his fire didn't seem to bother the wood. So he gave up with a shrug and figured that he'd find a way down eventually.

"Hey Billy! If you can hear me, how about some help!" he cried out. When there was no response he continued to walk. But after a moment he paused and looked down at the ground. He could have sworn that he had just felt the ground shake, but that couldn't be, this was a dream. Spike shook his head and looked up, noticing something in the distance.

"What is that," he muttered, putting his hand above his eyes for a better look. "It looks like a red pegasus or something, but what would one of those be doin-OH CRAP!" Spike tried to run but he was tossed as the red blur slammed into the ground in front of him. He coughed and shook his head, peering through the dust cloud to see what had run into him. Something began to walk out of the shadows, something that scared Spike. It was as tall as Billy when he was Captain Marvel, but it's suit was completely black, all except for a single red s on it's chest.

"W-what are you?" he asked in a whisper as it came to a stop in front of him. The shadows covered it's face so he couldn't see anything except two glowing red eyes. Spike backed away slowly as the creature walked towards him without making a sound. Spike blew some fire out of desperation, but the flames didn't even seem to faze the beast. It grabbed him by the throat fast than he could see and held him up, brining one fist back.

"Billy, HELP ME!" Spike cried out as the creatures eyes narrowed. Before it could move, a lightning bolt came down from the sky and struck the creature, causing it to release its grip on Spike as it writhed in pain silently. Spike ran for it the moment he hit the ground, but the lightning didn't last long. The creature shook it's head and turned towards Spike, throwing both arms in front of its body and flying towards him. Spike dove to the side as it flew by and hid under one of the carriages. He thought for a minute that he was safe until the creature lifted the carriage, reveling his hiding location. The creatures eyes narrowed and it brought the carriage behind its head, preparing to drive it down.

"Billy! More help!" Help this time came in the form of a dark hooded Marvel, who wrapped his arms around the others waist and slammed him onto the ground. The creature stood back up and the two began to trade blows while Spike ran for his life. Dark Marvel gave the creature a heavy blow to the gut, but the creature bounced right back and slammed his fist into Marvel's chin. Spike continued to run, hoping that they would be to focused on each other to go after him. Even when he was a good two blocks away he could still hear them battling it out.

"What was that thing?" he panted as he tried to regain his breath. "It was as strong and fast as Billy." Spike didn't contemplate long as he found that he had ran near another subway entrance, this time with no boards keeping him out. He looked into the dark hole with a bit of fear, but the sounds of the battle got louder and forced him to make a choice. He took a deep breath and bolted down the stairs, into the darkness that was far away from the battle. After a few minutes though, he began to regret his choice. He could barely see ten feet in front of him and it was very quiet. Spike walked out into an odd area, with lights overhead and a train situated in the center of the place. This train was silver and sleek, not like the trains he was used to.

"This must be that subway train," Spike murmured to himself. "It's a lot bigger than I thoug-"

WHACK!

Spike yelped out in pain as an object hit him in the back of the head, knocking him to the floor. He moaned and stood up, rubbing his head and looking around for what hit him. He found the black object next to him, glinting in the darkness. He picked it up to examine it to find it was a small metal bat.

"Odd, wonder where this-YIKES!" he yelled as two more landed at his feet. He looked into the darkness for whatever was attacking him, but he couldn't see anything. He looked back down at the bats to realize that they had little glowing red dots and were making a beeping sound. "Why would these bats be-?"

KKKAAAABBBBOOOOOMMMM!!

Once again Spike was tossed back as the two bats exploded, tossing the young dragon into the side of the train. Fortunately for Spike, his scales were thick enough to prevent the explosions from severely hurting him, but he was bruised badly. He struggled to lift his head as another creature landed in front of him, this one much more terrifying than the other. This one was just as big as the last one, but it had a dark outfit with a blood red bat in the center. It looked like a monstrous bat and it's eyes glowed red. It pulled another metal bat out of from its cape. It slowly advanced towards him with narrowed eyes, bringing the fist with the bat back to throw.

"Billy! More help!" Just like before, a lightning bolt came out of nowhere and came towards the bat. But unlike with the man with the s, this one managed to roll out of the way and avoid the blast entirely. Spike's eyes widened as the creature came out of its roll and toss the bat towards him, aimed straight for his head. He backed into the train, closing his eyes and bracing for the end. But before it could hit him, the door to the train behind him opened and he fell in backwards, the bat flying over his head and driving itself into the metal. The trains doors shut as the bat slammed into the side of the train, it's read eyes glaring at Spike. The train began to move and Spike watched as the creature slunk back into the shadows, it's eyes being the last to vanish

"T-the heck was that?" Spike muttered as the train began to speed away. "That was nothing like the other guys. That one was...scary." Spike sat up and began to look around the train. It was white on the inside, with flickering lights and metal poles for him to hang onto. He started to head up to the front, wondering who the conductor was. He opened the door and moved a car ahead when a sound from behind him caused him to turn around with fear. The bat had landed inside the train, in the very same car he had just been in. It's cape covered the front of its body as it rose up from its hunched position and it narrowed its eyes. It sprinted towards him as Spike recovered enough of his senses to slam the door shut behind him and run. He didn't look back as he ran through the train cars since he could hear the doors opening behind him. He finally made it to the front of the train, slamming the door behind him and placing his back to it, looking around while he panted. The train was empty except for him and the bat.

"Wait, how is this train moving if there's nopony driving it?" he asked to nopony, walking up to the controls. He noticed that while the controls looked similar to pony tech, none of it was anything he could drive. Before he could look any further, he heard an explosion and the door went flying past him. He spun around to find that the bat had gotten back into the train car, glaring at him. Spike looked around, realizing that he no longer had any place to go.

"Come on, how can this get any worse?" Right after he said those words, the top of the train was ripped back like a can being opened and the man with the s floated down next to the bat. The two gave each other a quick glance before they turned their attention to Spike and began to advance. The dragon figured that he was finished, but then the train started to come to a stop. The two beings looked at each other again and vanished back into the darkness, leaving the sweating dragon on his own. Even after the train came to a stop, Spike still waited a minute to see if those two would return. When they didn't, he slowly walked over to the train door, sliding it open and looking around carefully. He walked out through the doors and found something else that made his jaw drop. He was in a massive chamber that hummed with power, electricity running through the walls and ceiling. On the right hand side of the area stood seven statues that looked surprisingly like the ponies that he and the others had fought with earlier. Their names were inscribed at the bottom of their pedestals, but spike's attention was swiftly drawn away by what was at the end of the room.

"Billy," Spike whispered as he saw his friend. Billy was sitting on a throne with his legs drawn up with his arms wrapped around them, muttering to himself as he rocked back and forth. He was covered in darkness, darkness that seemed to be affecting his mind. Spike looked around and noticed that there were bodies, bodies of those who were close to Billy. His parents, Twilight...even Spike. Spike took a step towards him, but was immediately stopped by the two humans from earlier. They didn't attack Spike, but they stood between him and Billy.

"Billy! you need to wake up! Sombra's in control of your body!" Spike yelled out to him from in-between the two humans. Billy didn't respond, continuing to mumble to himself instead. Spike tried to wiggle himself past the two, but they grabbed him and threw him back.

"Billy, Sombra is using your body to try and take over Canterlot! You have to snap out of it and stop-" Spike cried out as the room flickered for a second, showing them what was going on in the outside world. Spike's eyes were filled with horror as images of the two princesses and the Elements were being tossed around by Sombra. He winced as Rainbow took a heavy blow to the gut, knocking her down.

"Argh, this power is hard to control," Sombra muttered to himself, shooting lightning from his hands into Luna's barrier. The force of the lightning threw her backwards and into a wall. The CMC screamed as Sombra flew into Celestia and drove her into the ground. Spike watched as Sombra lifted one fist before the vision cut out. Spike took a moment staring at where he had seen the images before turning to Billy, who hadn't even reacted to what had happened.

"Billy, didn't you see what happened? They're in danger! You have to save them!" Spike's cries fell on deaf ears as Billy just held his head and continued to mumble to himself. Spike could feel sorrow in his heart, sorrow for his friend who he was unable to reach. Then the sorrow gave way to something else. It gave way to anger.

"Billy, I know you can hear me so listen up," he said in a serious tone, glaring daggers at his friend. Billy did not respond, but he stopped rocking which at least told Spike he was listening. "I may not have been your friend for very long, but I know you better than you would think. I know that you are a good pony...person and that you hate to see others hurt. And I also know the pain you've gone through...what you're going through. But you have to put those pains aside and focus on what's going on. Our friends need your help!" Spike knew that he was listening, but he still didn't respond. Spike's anger finally reached a boiling point, so he resorted to something he didn't want to say.

"Billy, you told me that if you had the chance to save your family you would. Well the same thing is happening again. Your family is under attack...and probably going to be killed unless you stop Sombra!" Billy tilted his head slightly towards Spike, listening completely now. "Billy, PLEASE!" Spike yelped as the place began to shake, the walls and roof beginning to come down. The two guarding Billy vanished as a wail of pain echoed throughout the chamber. Spike didn't miss a second and ran over to Billy, draping one of his arms over his should and tried to pull him out. Billy refused to move, but Spike managed to drag him out of the chair and towards the train. Before they could get on, a boulder fell from the roof and landed on the train, crushing it. With nowhere left to go, Spike could only watch as the place came down around them, letting out one last plea before the roof caved in.

"Billy, please."

And then Billy opened his eyes.

{S}

Rarity, Pinkie Pie and Fluttershy screamed as lightning coursed through their bodies, knocking them back into a wall. The city was in a sheer panic and ponies ran for their lives in every direction. Sombra had caught on to their plan during one of his speeches and had wasted no time in hunting the ponies down and attacking. he had already destroyed the home of Twilight's parents, who managed to get away unharmed. The battle had quickly gone into the streets, where building and homes were destroyed as the forces collided. The Elements and princesses had begun to battle with Sombra while the CMC looked on; keeping Spike's sleeping body safe. But the battle was not going the way the ponies had wanted. Luna's entire plan had revolved around Spike managing to wake Billy up and allowing him control, but with each passing second, it seemed like that would be less and less likely to happen.

"Sister, behind me!" Luna yelled as she threw herself in front of Celestia, tossing up a shield to try and protect the both of them from a lightning bolt. The bolt slammed into the shield and shattered it, tossing the two back. Twilight managed to circle around behind Sombra and fired magic into his back, hoping to damage him.

"That almost hurt," he said with a chuckle, flying over Twilight and grabbing her by the throat. "But not really." he threw her into the sky and across the city, turning back to the others with a smile. Twilight managed to regain her balance in the air and looked down on the fighters, trying to think of a plan. Marvel was impervious to all attacks; there was nothing she could do that would hurt him. But she remembered the fight between him and the four horses, remembering how they had managed to hurt him with strong enough magic. She flew down to where the two princesses were trying to get up, a plan in her head.

"Luna, Celestia, we need to concentrate our powers towards him at once," she informed them, watching as RD and AJ tried to double team him with bad results. "It's the only chance we have."

"But none of our attacks have hurt him," Luna said with a sigh. "And without the ability to use our strongest moves, how can we-?"

"Trust me, I've got a plan," Twilight said with a wink, turning around. The other two princesses stood beside her and prepared their magic along with her. Once all three of them had charged to their fullest, they took aim at Sombra and fired. "Hey Sombra, turn around!" Sombra did as she instructed and received a torrent of magic in his face for his efforts. He growled and took a few steps back, holding his hands up to his now burning face.

"Yes, we manage to-" Twilight's words were cut off mid-sentence as Sombra flew over to her and grabbed her by the throat with murder in his eyes. Celestia and Luna tried to stop him, but he kicked Luna in the chest and tossed Celestia away, leaving Twilight alone.

"I have had enough of this," he said softly, tightening his grip. Twilight hoofed at his hand, her eyes bugging as she struggled to breath. The other Elements tried to attack him, but he ignored their feeble attempts to hurt him and continued to crush Twilight. "You have been a thorn in my side for far too long, Twilight. I think it is time I removed that thorn...permanently." Twilight’s eyes widened in fear as he reached back with an open hand, electricity beginning to course through it. He smiled and swung his hand forward...only to stop and drop Twilight to the ground. Twilight coughed and looked up weakly at Sombra, who was staggering back with his hands clutched to his head.

"No! Stay...down!" he roared as he fell to his knees, trying to keep the other mind at bay. But he could feel the mind begin to push against his; the rightful owner of the body began to take control. Summoning all his willpower, Sombra took aim at Twilight as electricity coursed through his hand. "I...may not be able to repress you for long, but...I can still be rid of her!" Twilight found she couldn't move as Sombra smirked at her, clenching his fist and firing the lightning. The bolt struck her right in the chest and tossed her backwards into a wall, where she dropped to the ground. Sombra didn't even have the chance to smile as a torrent of rage washed over him and finally kicked him out of Billy's body with a single word.

"SHAZAM!"

The lightning bolt not only reverted Marvel back into Billy, but it also removed Sombra from his mind, tossing the stallion across the courtyard and into a fence. He shook his head and looked up in time to see Billy rise to his knees. None of the ponies even gave him a second glance as they all ran over to Twilight to see if she was alright.

"TWILIGHT!" They all cried out, looking over the shouldering body of their friend. She was barely breathing, with bad burn marks on the front of her body. They all wanted to help her, but none of them dared to move her in fear that they would hurt her further. Applejack put an ear to her heart, giving a sigh of relief.

"She's badly hurt, but she's still alive," she said to the others, who also sighed in relief. Spike, who had also woken up, ran over with the CMC to Twilight's side, fear in all their eyes. Applejack told them that she was alright and for a moment they were glad, until the Elements were once again blasted away by a wave of dark magic. They each landed a good ten feet away from the CMC and Spike. The fillies and dragon looked over to Sombra, who had gotten back to his hooves and walking over to them with a smile. The girls hid behind Spike, who trembled in place at the sight of him.

"Well, you may have managed to knock me out of my god body, but I see that the child is still no threat," he said with a smug grin, looking over to the still motionless form of Billy. "But there's still a problem. See, as long as the Elements of Harmony continue to live, there's a very small chance that they could beat me again. So the solution should be obvious to everypony," he said as he aimed his horn at Twilight. "I have to kill them. So Twilight, I will now say..."

"Shazam."

Sombra and the others all looked to where the lightning bolt struck, watching as the taller form of Captain Marvel stood up in the smoke. He began to walk through the smoke, his eyes glowing gold. Sombra tried to bring up a spell, but Marvel slammed a fist into his chest faster than he could react. Sombra was tossed backwards, but managed to change into shadows before hitting the wall. Marvel looked around for him, but couldn't find him. He growled in rage while the CMC and Spike ran over to him.

"Billy!" Applebloom and Spike both yelled out as they hugged his legs, huge smiles on their faces. He knelt down and they jumped up and hugged his chest. "Ah'm glad to see yer back. to normal."

"Yeah, that was pretty hairy there for a while," Spike said with a small smile. "Glad to see that your back."

"It's thanks to you, Spike," Marvel said, returning the smile while also placing a hand on his shoulder. "That was pretty brave of you, entering my mind like that."

"You needed my help. Besides, you've saved me so many times, I figured I owed you one," he grinned.

"Will our sisters be alright?" Sweetie Belle asked, trying to wake her sister up.

"They should be fine. Are all of you alright?"

"We're fine, but Twilight's down." Captain Marvel walked over to Twilight and lifted her head gently. She groaned and looked up into his face.

"Billy?" she asked weakly.

"Yeah, it's me," he replied with a smile. She smiled as well and tried to get up, but the burn on her chest prevented her from doing so.

"You need to rest, you're hurt." She sighed as if annoyed but smiled at him and laid back down. "I'm glad you're safe Billy, I’ve been worried about you."

"I know, but don't worry, I’m back now."

"BILLY!" Marvel spun around to find that Sombra had grabbed hold of Applebloom with his magic and was holding her by the throat.

"It is impressive that you managed to break free of my grasp, but I still win," Sombra said with a small smile. "now, if you do not wish for the young one to die, you will re-surrender your body. I will give you to three. One..." Spike and the CMC both looked to marvel, wondering what he was going to do. For Marvel, he was thinking at his full speed, meaning that seconds went by like hours. He wasn't thinking about how to save Applebloom or if he was going to surrender. He was thinking about how to finish Sombra. Sombra had attacked his friends and family, take control of his body and was now threatening one of his best friends. He had had enough.

"Two..." Right before Sombra could say three, Marvel slammed his fist into his jaw and launched him into the sky. Marvel caught the falling Applebloom and placing her gently on the ground.

"You okay?" he asked her.

"Yeah, ah'm fine," she responded with a smile. As her friends ran over to her, Marvel turned around as Sombra came floating back down, whistling as he did so.

"Well, that was a lot closer than I like to cut it," he said with a smirk, vanishing into the shadows when Marvel tried to grab him. "And I must admit that I'm a little disappointed, what with all that planning down the drain."

"It's over Sombra, you can't possibly win," Twilight told him as the other Elements of Harmony started to get to their hooves as well. "You've lost Billy, you've lost your minions and now you're completely outnumbered with Marvel on our side. There's no way you can win." But much to Twilight's surprise, Sombra just chuckled to himself.

"Oh Twilight, you are so cute when you're being a complete idiot," he said in a mocking tone. "Do you honestly think that I wouldn't have created a backup plan incase Billy managed to break free of my grasp? Did you honestly think that my intellect was on par with yours? No, there was a second reason I went into young Batson's mind instead of just outright killing him."

"And that was?" Twilight asked with a growl as her friends started to advance towards Sombra, believing that he was bluffing.

"You see, I was having trouble understanding a word," Sombra whispered with a very evil smile. "But ever since I went into Billy's mind, I have not only found out what it means...but how to use it."

"NO!" Marvel roared as he flung himself at Sombra, who vanished once again into the shadows to re-appear behind the ponies.

"First rule of being evil. ALWAYS have a backup plan." The Elements of Harmony turned to attack him, Twilight firing off a bolt of magic while RD flew right at him. But none of their attacks would reach, for Sombra planted his hooves into the ground, smiling to himself as he looked to the sky and cried-

"SHAZAM!"

BBBBBBOOOOOOOMMMMMM. Twilight and the other were tossed back as a black lightning bolt came crashing down from the skies on top of a laughing Sombra. A massive cloud of dust was kicked up, forcing the ponies that were still up to cover their eyes. Marvel came rocketing back over at the sound of the lightning, but he already knew what had happened. As the dust cleared, a black hoof with a golden lighting band stepped out of the dust followed closely by a pony in a black suit with a golden lightning bolt running down his chest. Marvel growled at the familiarity of his foe, while the ponies looked on in horror.

"What happened?" Twilight asked in terror.

"What happened?" Sombra said with a chuckle as he felt the power of the gods course through his veins. "I simply became a marvel."

Is It Justice?

Marvel looked at Sombra with sheer hate in his eyes as the dark horse began to examine himself, the dark smile on his face growing wider and wider as he felt out just how powerful he had become. Sombra pointed his hoof off towards a building and fired a bolt of black electricity into the side of it, smiling as he heard screams followed by panic. The two princesses were also up now, but they were just as stunned as the ponies at the sight of him.

"This power...it's incredible," Sombra said to himself as he looked down at his hooves with awe, taking note of the electricity coursing through them.

"Billy, what happened?" RD asked Marvel as she and the other Elements of Harmony took up fighting stances as Sombra turned his attention towards them.

"How do you do it child?" Sombra asked Captain Marvel with sheer glee in his face as he floated over to him. "How do you manage to go about in your weak mortal form when you could be a god with a single word? Why would ever want to be anything less than almighty?"

"Because then I'd be someone like you," Marvel snarled as he launched himself at Sombra, throwing a massive right hook with all his might. Sombra brought both of his hooves forward to intercept the blow, the result of the two gods colliding was a massive shockwave that blasted apart the air around them and shattered all windows. Marvel might be a god in human form, but now Sombra could match his power blow for blow. Using his divine muscles, Sombra pushed Captain Marvel back with a yell, smiling as his once unbeatable foe had now become a manageable threat.

"How did you steal the power of the wizard, Sombra?" Marvel asked as he flew back over to Sombra, throwing rights and lefts that Sombra managed to block with his fore hooves.

"Easy. Once I got in your head, I rummaged around for the word of power that you used to summon forth your godly form," Sombra explained as he brought his back leg up to kick Marvel in the face. "Since I figured that the word only works for those who are chosen, I took a small bit of you and placed it in myself, hoping that the lighting would deem me worthy as well. Imagine my surprise when I found that there was another champion that is so similar to me in your world. If the magic could work for him, then why not me?"

"Because you’re a monster!" Marvel roared as he slammed his fist into Sombra's face, creating another shockwave that blew the ponies back. Despite the power of the blow, Sombra only flew back a few feet with a single trickle of blood running down his face, which he wiped away with his hoof.

"I'm the monster? No my dear boy, I am a visionary," Sombra said with a smirk, appearing behind Marvel and twisting his arm up against his back. "See, the way Celestia and Luna have ruled in my absence had been revolting to look at. The most important thing for a ruler is to make sure that his word is never questioned," Sombra whispered while dodging shots from Marvel's elbow. "Back when I ruled with an iron hoof, none of my subjects dared to question me and there for peace and order were kept. Sure they were never truly free, but I kept them safe and gave them homes to live in. But once Celestia and Luna disposed of me, what happened to Equestria?"

"It became a peaceful land that was much better off without you," Marvel growled as he flew backwards, driving the both of them through multiple walls. Marvel used the momentum of his flight to loosen Sombra's grip on his arm so he could swing around and drive his knee into Sombra's gut, doubling the pony over. An elbow to the back of his head sent him crashing into the ground below, but he got up with a smirk on his face.

"Peaceful? Please, don't make me laugh. When do you think that the four horses showed up, while I was ruling? No, it was during this time of so called peace, when ponies were allowed to voice their opinions that the true evils showed up," Sombra said with a grin. Marvel didn't believe what he was saying for a second and flew back in to attack, but Sombra countered with a blast of lighting to his face. "The Cyclops came nearly a hundred years after my defeat and crushed so many of those helpless ponies. And do you know what they did to him. Imprisoned him in stone."

"Do you think he would have preferred to be killed?" Marvel asked as he caught Sombra's rear leg and tossed him into the ground, driving his foot into Sombra's back before he could get up. Sombra vanished back into the darkness, causing Marvel to roar in rage and fly up to look around for him. Sombra materialized behind Luna and pulled her into a headlock.

"And then there's what happened to these two parents," Sombra began as Luna pulled herself out of his grip. "Their parents gave their lives to protect the entirety of Equestria despite the fact that they were retired, but all they managed to do was trap the four horses in stone for about five hundred years or so. I'm not too sure on that, I was trapped to at the time under the ice."

"Sounds like they got lucky due to the princesses being merciful," Marvel said as he flew into Sombra's gut, driving him into the side of a building and punching him in the jaw. Sombra retaliated with a knee to the groin that dropped the Captain, which was then followed up with magical lightning to the face.

"Lucky? Do you know what it's like to be trapped in stone or ice for a thousand years?" Sombra snarled as he drove his hoof into Marvel's face. "Not being able to move or speak, trapped with yourself for all those years? It's hell child and let no pony tell you different. Unable to move, unable to scream; I believe that the majority of us would have preferred death to the hell we found ourselves in. I myself would have gone insane if my hate hadn't fueled me through all those years." Marvel grabbed him by the throat and slammed him into the ground, bringing a foot down on his chest to pin him to the ground.

"Maybe if you weren't a raging tyrant and the others weren't such sickos, the princesses wouldn't have had to trap you in stone," Marvel said with a growl as he pressed down. "Maybe if you had left me and my family alone I wouldn't have to break all the bones in your body."

"Are you even listening to yourself child?" Sombra asked him as he started to push up on his foot. "I was condemned to an eternity in stone without so much as a fair trial or even a chance to explain myself. The princesses imprisoned the one called Discord for simply being himself. Celestia sent her OWN SISTER to the moon when all Luna wanted to be recognized for her talents." Sombra pushed Marvel's foot off and kicked him in the knee before driving his rear leg into his head. "And let me guarantee you, if you were to try and oppose her, she would do the same to you in a heartbeat."

"She was just trying to protect the ponies," Marvel said with a growl, but Sombra could feel his resolve begin to shake.

"And that make what she did right?" Sombra asked as he drove another hoof into Marvel's face, noticing that Marvel's reaction time had slowed down as he became more and more distracted. "You call yourself a champion of justice, so I'll ask you, is what she did justice? Is imprisoning me in stone without so much as a trial justice? Or how about when she sent her sister to the moon to keep the peace? Was THAT justice? Is sacrificing the freedom of others for the sake of a false peace JUSTICE?!" Marvel grabbed his neck and brought his fist back to punch the smile off his face, but his mind was distracted by what Sombra had been saying. He knew that Sombra was evil, there was no doubt about it, but was he saying the truth about when he had been cheated out of justice? That Celestia and Luna had taken it upon themselves to be judge jury and executioner? And...was he becoming like that?

"And is what you’re doing justice?" Sombra asked Marvel with a grin, not bothering to fight out of his grip. "Declaring yourself protector of the world, even if the world doesn't want one. You and your league have taken away the freedom that you say you fight for. People in your world are no longer to make free choices; because they know if they choose something that you all disagree with...you'll come down like a bolt from in high to smite them. Your justice is nothing more than a facade." Marvel tried to think of a way to respond, but couldn't think of an answer that he could defend himself with. Was he really doing the right thing? The moment Sombra felt Marvel's hand loosen on his throat as he thought about what Sombra was saying was the moment he put his plan into action.

"SHAZAM!"

Sombra threw himself under Marvel's leg just as the magical lightning bolt came descending down from the sky and into the body of Captain Marvel, consuming him in a shower of lighting. Billy collapsed to his knees as he felt his strength leave him and he looked down at his hands in shock.

"SHA-" Billy never finished the word of power as a black bolt of magic blasted a hole through his stomach. Twilight let loose a scream that Billy never heard as he looked down at what remained of his stomach, making a small gurgle before falling over on his face. Sombra walked over to the child’s body and kicked it with his hoof to make sure that he was dead. When Billy didn't move, Sombra threw his head back and let out a laugh to the sky. A laugh that was quickly interrupted by a magic shot to the face. Sombra turned to see Twilight standing across from him with such rage on her face that War would have been shamed by it. Her entire body was filled with so much magic that the ground cracked under her hooves. Before anypony could say or do anything she flung herself at Sombra, unleashing all of her fury and sorrow into one massive blast that connected squarely with Sombra's chest and had the startling effect of blasting him backwards despite his god powers. Even though she had Sombra on the ropes, Twilight immediately ran over to Billy.

"Billy...oh heavens, Billy," Twilight said with a shaky voice and tears as she looked down at Billy's body. She saw much to her relief that he was still breathing, but it was shallow breaths that told her he was dying. "No, no." Twilight didn't waste time with any more words as she began using every single healing spell she knew to try and heal Billy, getting more and more frustrated with each failed attempt. Sombra had gotten back up and walked over to her, raising an eyebrow at her attempts with a smile on his face.

"Pity. And he had such potential," Sombra said with a sigh. Twilight didn't bother to look at him as she focused all of her energy on Billy. The other ponies were more than willing to fight.

"Die you monster!" Celestia roared as she unleashed her hellish fire upon Sombra, consuming him in flames. Sombra walked right through the flames and brushed them off his suit, smiling at the princesses failed attempt. Luna was next to attack, summoning her storm of darkness upon him. The combination of explosions and magic barely even fazed him as Sombra walked through her attacks as well.

"Please. If the two of you had any brains in your heads you would know that your attacks mean nothing to me," Sombra said with a sigh as the two princesses combined their attacks into one massive blast that they fired at him. Sombra shook his head and smacked the blast aside with a flick of his hoof. The two didn’t have time to register what had happened before he flew over to them and drove both his hooves into their stomachs, dropping them. "It would be a shame to kill you before you got to see your city burn," he said with a smile as he raised his hoof into the air, a massive thunderstorm forming around his hooves. The other Elements began to battle against Sombra with no success while the CMC ran over to Billy along with Spike.

"Billy! Oh Celestia no!" Applebloom cried out when she saw his body having to look away at the blood. Spike couldn't say anything; he could only just pray that Twilight could find some spell that would save him. But as the seconds ran into minutes, the chances of Billy being saved seemed smaller and smaller. Twilight had used up the last of her healing spells just as Sombra finished off the last of the Elements, not bothering to finish them off at the minute. He walked back over to Twilight who was crying over Billy, who was barely moving.

"Now then, I promised the child that I would kill his family in front of him, although I would have preferred him to be awake while I did it, but he'll just have to imaging it," Sombra said with a smile as he pointed his horn at Twilight, lighting crackling alongside his magic. Twilight barely even turned her head as she put up a shield around herself and the children around her. Sombra's magic and lighting tore through her shield and tossed her across the ground, the lightning coursed through her body and prevented her from moving. "Such a pity though, you and I could have been quite the incredible team," Sombra said with a grin as Twilight lay on the ground, not even trying to get up. Spike and the girls ran over on front of Twilight, standing between her and Sombra.

"Out of my way, I have no wish to kill any more children," Sombra demanded of them.

"No. If ya want Twilight, ya'll go through us," Applebloom said without fear in her voice.

"We're not afraid of you!" Spike yelled, only to shrink back as Sombra let the lightning course through his body.

"Then you are both foals," he said in a whisper as he aimed his lighting powered magic right at them, preparing to fire. But before he could, a sound reached his ear that stopped him in his tracks. It was a whisper followed by the sound of lighting crashing into a body behind him. Sombra slowly turned to see Captain Marvel stand up, lighting flashing in his eyes as he looked at Sombra and the broken form of Twilight.

"How...? How did you live?" Sombra asked him before eating a fist to the face that launched him back into the wall. Spike and the girls all ran over to him with huge smiles on their faces, but Marvel walked right past them and Twilight's unconscious body to Sombra, glaring down at him.

"How? Twilight's spells may not have been strong enough to completely heal me, but they gave me enough strength to speak," Marvel said in a deadly whisper as he grabbed Sombra by the throat and lifted him up to eye level, glaring into his eyes with rage. "And all I needed was one word to beat you senseless." Marvel slammed his fist into Sombra's gut, letting go of him as he sailed back through the wall and out the other side, collapsing on the ground in a heap. He quickly got back to his hooves just in time to receive a massive boot to the face that snapped his head back, knocking him to the ground. Sombra flew up past him and raised his hooves to the sky, forming a storm of lighting in his hooves that he then let rain on Marvel. Marvel held up one hand and caught the lighting in it with ease, letting his own energy flow through it before throwing it back at him. Sombra took the blast full in the chest that let loose a massive lighting storm that dropped Sombra back down to the ground.

"Why? Why are you still superior to me?" he roared as he got back up and threw a hoof towards Marvel, a hoof that was caught by his hand and crushed into powder by Marvel.

"You may have the same powers as me, but I've had them a lot longer than you and I know how to use them," Marvel replied before driving his fist into his gut, lifting the dark horse into the air before spinning him around and slamming him into the ground at his feet. "Plus, the powers only truly respond to those who are worthy. And trust me when I say that you're not worthy." Marvel picked up Sombra again and tossed him over his head, catching his leg and slamming him into the ground. He picked Sombra out of the ground and swung him over his head again, his eyes giving away no emotion as he drove him into the ground again and again. Sombra roared as he fired a blast of lighting magic into Marvel's eyes, the pain and light both blinding him. Marvel dropped Sombra as he staggered back, leaving him open to anther blast to the chest that launched him through a street light and into the ground. Marvel shook his head and groaned just as Sombra placed a hoof on his chest.

"I do not know how you lived, but I will remedy that mistake now," Sombra said with a cold voice, looking to the sky and calling out- "SHAZAM!" But this time Marvel was ready for the lightning bolt. He grabbed Sombra's leg before he could move and held him in front of the lightning bolt, watching with a smile as the dark horse returned to the pony that had no godly powers. Marvel tossed Sombra to the side as he got up, allowing the pony to look over his body to realize what had happened.

"SHA-!" This time it was Sombra who had not been able to get off his word as Marvel flew over with the speed of Mercury and drove his palm into Sombra's throat. Sombra gagged and held his hooves to his throat, trying to speak but found that he was unable to.

"I know what you're thinking. What happened to my voice, why can't I speak?" Marvel said in a mocking tone as he smiled at the helpless form of Sombra, who was desperately trying to speak the word. "The answers simple. Using a combination of magic and force, I have damaged your vocal cords to the point where you cannot speak. Ever again." Sombra looked up at Marvel in terror as Marvel waked towards him, no emotion on the gods face. Sombra let out a silent cry and rushed Marvel, who slapped him down with his hand. Sombra got back to his hooves in time to receive another slap to the face, this slap caused Sombra to start bleeding. Sombra couldn't even cry out as Marvel grabbed him by the throat and lifted him up, bringing him up to his eyes level so that Sombra would never thought that he would see in his eyes. He saw murder.

"You attacked my family Sombra," Marvel began as he tightened his grip on Sombra's throat, causing the mute pony to gag. "Attacked those I love, my friends that I care about and tried to kill me and steal the powers of the only man that saw something in me. You wanted to make me into a god so badly so that you could rule over all of pony kind. But you forgot that a god judges others. And now this god will pass judgment on you." Sombra's eyes widened in fear as he frantically mouthed the word Shazam while Marvel brought a fist back, letting Sombra watch as electricity crackled all around it. "And my verdict is...guilty." And then he drove his fist forward.

The End

"Billy NO!"

Captain Marvel stopped his fist right in front of Sombra's face, turning his head slightly to look behind him at Twilight and the others. Twilight was being supported by Luna and Celestia, who were using their magic’s to keep her standing. The other Elements had woken up as well and were walking over with her, looking around at the destruction with a bit if fear.

"You don't have to do this Billy, you're better than this," she pleaded, looking at him with desperate eyes. He turned his body slightly so that he'd be able to look at her better.

"Why shouldn't I?" he asked her with rage in his voice, clutching Sombra in his hand. "He attacked you, used me to attack you! He sent those ponies that wiped out your home. He tried to kill me. He deserves to die!" Twilight looked at him with sad eyes and forced herself to walk forward.

"Maybe he does, but we don't make that decision. You don't make that decision," she said in pain, both physically and emotionally. "If we go around deciding who lives or dies, then we try to become something we're not. We try to be gods."

"But I am a god," Marvel said with certainty, a bolt of lightning striking behind him. "I have the body and powers of a god, I meet all the requirements, why shouldn't I act as one? Why shouldn't I end him?" he growled at Sombra, tightening his grip on the pony. Twilight hobbled over to him so that she could look into his eyes.

"Because you're better than that. You've always been better than that." Marvelsimply glared at her, giving her a look that caused her to avert her gaze. "Besides, there's another way. We can use the Elements to-"

"To what? Imprison him in stone?" Marvel asked with a growl, lightning glowing in his eyes. "No, he deserves far worse than that." He then looked over at the princesses and wondered what the high a mighty were thinking.

"And what about you? What would you do in this situation?" he asked them. They gave each other an uncomfortable look before answering.

"While we understand your plight Billy, killing in cold blood is never the answer," Celestia said with certainty. But before she could continue talking, a chant began to rise up from the ponies of Canterlot. They had returned after Sombra had collided with the ground and were watching from the edge of the crater. They had looked around at the destruction of their city and knew that the dark pony in the center of the crater was responsible for its destruction. But they didn't want justice, they wanted vengeance. They were chanting for his death.

"They seem to disagree with you," Marvel said with no emotion.

"They are not the ones holding a beaten foe by the neck," Celestia said calmly. "You are better than this Billy, you showed us that with every time you've come to our aid."

"And if I do this then I won't need to come to your aid anymore," Marvel retorted.

"True, but would you be able to live with yourself afterwards?" she asked him. "Killing is never as easy as we are told to believe. Trust me, I know Would you be able to remain happy knowing that you took the life of somepony?" Marvel frowned at that, knowing that he didn't want to kill Sombra, but that it was the only way to stop him from attacking his friends and family.

"As long as I keep all of you safe, my happiness means nothing," he responded in a whisper. He then looked over to the other Elements, the ponies that he also called his friends. "Before I make my decision, I want to hear from the rest of you. What do you think?" They all looked at each other uncomfortably before answering.

"Well, as much as I hate the guy, I don't want to see him die," Rainbow Dash admitted. "So I say don't do it."

"He attacked mah sister and tried to kill mah friends and family...ah don't know what to say," Applejack said with a frown.

"I don't believe a pony should ever kill, especially one as nice as you," Fluttershy said with sad eyes.

"While he may be an uncouth brute...killing somepony is not fabulous in the least," Rarity huffed.

"He is a big meany...but that isn't very nice," Pinkie said. "I don't think you should kill him, but he needs a time out." Marvel looked at each of them, no closer to making his decision. But he still had a few more ponies to ask. He looked to the CMC, raising an eyebrow at the them.

"How about you? I'd like to hear your opinions."

"I have to agree with my sister, you shouldn't kill him!" Sweetie Belle said. "You're a hero, not a killer. You've always kept us safe."

"But wouldn't you be safer if he was gone permanently?" he asked.

"Oh...um, maybe?" she responded with uncertainty. He then looked to Scootaloo.

"He attacked my home and tried to hurt my friends," she said with rage. "Get rid of him, I don't care how." Finally, Marvel looked to the ones he had really been looking forward to hearing from; Applebloom and Spike.

"And you?" he asked them, his decision almost made. "What do the two of you think?"

"I-I don't know," Spike said with uncertainty, looking from Marvel to Sombra. "I know he's done bad things, but you are above that, Billy. You're a force of good, not evil. You're a good pony, not someone who kills. But you're more than just a hero...you're my friend. You spent time to see how I was doing and took the time to know me. And that meant a lot. You're a good guy Billy, so please....be good." Marvel listened to what he had said carefully, knowing what Spike was telling him. But he knew what had to be done, what would be the right thing for this world. He finally turned to Applebloom, the only one he hadn't heard from.

"Ah'm not gonna tell ya what ah think because ah already have," she said with confidence, looking into his eyes without flinching. "Ah told ya to do what ya think is right, not what others want ya to do. Ya don't need to listen to me, in fact ya shouldn't listen to any of us. The only pony ya need to listen to is yerself and what ya think is right. Not me, not anypony else; only ya. What do ya think is right? What do ya know is right?" Marvel looked back into her eyes, knowing that he had not expected that from her. He could see himself in one of her eyes, but it wasn't the him he knew. It was a darker version, a version that he had been fighting against since he gained that power. But in her other eye was the him he strove to be, the hero, the protector of the innocent. He then realized that this was the moment, the choice that would make him either one of the greatest heroes known to man and pony...or the most feared. But which choice was right? Some of the ponies wanted to him to finish Sombra, yet others wanted him to live despite his great misdeeds. He looked around at all of the ponies there, who also seemed to know what was about to happen and started chanting for his death even more. Finally, he looked back to Applebloom, the only one who hadn't told him what to do, but had said for him to choose what HE thought was right. He closed his eyes and let out a sigh, knowing what he knew was right.

"...shazam," he whispered, dropping Sombra right before the bolt came. It caused the ponies surrounding him to shriek when it descended, but then to cheer when they thought he had killed him. The Elements, CMC, princesses and Spike all looked on in horror at the dust, thinking the same thing, all except for Applebloom, who had a faint smile on her face. When the dust cleared, Billy walked over to them, no emotion on his face. He closed his eyes as the princesses and the others ran by him, while AB walked over to him and smiled.

"Ah knew ya wouldn't do it," she told him with a grin.

"How'd you know that?" he asked her with a little weariness in his voice.

"Cause ah know ya," she replied, looking over at the others. Fluttershy was looking over Sombra's body and while she told the others that he'd probably be crippled for a long time, that he would live. Most of the ponies let out sighs of relief, with Twilight looking at Billy with happiness and pride in her eyes. She walked over to him and wrapped him in a wing and hoof hug. The others followed suit and hugged him as well, while the ponies around them began to realize what had happened. Most of them roared in protest and tried to get down to Sombra, but the two princesses stepped forward.

"Sombra, for the crimes you have commited against all of pony kind, you have been sentanced to imprissonment," Luna said coldly. "Elements, if you would." Twilight and the others stepped over and prepared the Elements magic to imprisson him in stone. But before they could unleash the magic upon him, Billy placed a hand on Twilight's shoulder.

"Twilight, can you do me a favor?" he asked her.

"What favor?"

"Don't trap him in stone. He's beaten, there's no need to place him in that hell," Billy said with a shake of his head as he looked at Sombra with sad eyes,the act caused Sombra to look up at him with a confused look in his eye. Twilight looked from the other ponies back to Billy, not sure what to do. Sombra was an incredible threat and trapping him in stone would be the safest bet. But she trusted Billy more than almost any other pony and knew that he must have his reasons. She decided to trust family, so she sighed and smiled at him.

"Alright Billy, but only because it's you." Twilight walked over to Sombra and glared down at him, stomping her hoof down on his head and shattered Sombra's horn, causing the dark unicorn to cry out in silent agony. Luna used her magic to pick up the unicorn and flew him off, telling them that he would be placed in a maximum security prison. Billy watched her go with a sigh and sat down on the ground. Twilight wrapped a wing around him as she and the others sat down next to him.

"It's over," Spike said with a sigh.

"Not quite, there's still Doomsday," Billy replied.

"That's tomorrows problem," AB said as she moved next to Billy and Spike. Billy had to agree with her, as much as he wanted to go after Doomsday he needed the day off. Billy laid down on is back and smiled, happy that everything had turned out alright.

{S}

Luna and Celestia had locked Sombra in the hospital wing with maximum guards and a spell placed on him to keep him from using any of his ability's. Billy and the others had been informed that even if he had the will to escape, his body was in far too bad of shape to even try it. With Sombra safely secured, cleanup and rebuilding could begin in the city Celestia, Luna and all the others volunteered to help, but Billy spent most the day sleeping, tired from his battle. He woke up in his bed, looking out the window at the setting sun. He felt rested, but still a bit groggy. he got up anyway, deciding that the ponies might need his help with something. He looked to his bedside and found a note there in Twilight's handwriting. It said for him to come and meet her in the garden outside the castle. if he got lost the guards would show him the way.

"Wonder what she wants to show me?" he muttered to himself. So with a shrug he headed out of his room and down the halls of the castle, looking around for the garden. After ten minutes of wandering and absolutely no help from the guards, no matter how many times he asked, Billy managed to find his way to the garden. Nopony was there except for Twilight, who stood in the center of the garden. She saw him and smiled, waving him over as she did.

"So, you wanted to see me?" he asked her.

"Yup, something I wanted to show you," she replied with a grin, trying desperately to contain her enthusiasm. "But before I do, can you do me a small favor?"

"What kind of favor?" he asked suspiciously.

"Nothing too big, I just wanted you to close your eyes for a few seconds," she said with a grin, leaving Billy to wonder what she was up to.

"Why?" he asked her.

"Because," she said impishly. "Come on, just count to five." He sighed and rolled his eyes, closing them and began to count. When he opened them after counting, his jaw dropped when he saw what had happened to the garden. Party supplies were everywhere, streamers hung from nearly every tree and a massive banner hung by the doors, a banner that read "Welcome to Equestria Billy and thanks for saving us!" Ponies had come from out of nowhere, including all of the other Elements and the CMC. Music was playing and food had been spread out all over a massive table. Despite being a magic being and half god, Billy knew that there was no way that this could happen.

"How in the..." Billy began with no idea where to go from there. Twilight had a massive smile on her face and pointed over to a panting Pinkie.

"That is one of the many powers of Pinkie Pie," she said with a grin, pulling Billy over to the party goers. "We were originally going to throw you a party back in Ponyville, but with all the attacks...we figured it was best if we waited for all of the attacks to calm down."

"What about Doomsday?" he asked her in a whisper.

"We'll cross that bridge when we get to it," she whispered back. "Since neither you or the princesses know where he is, there's very little we can do right now." Billy agreed with her, Doomsday didn't matter at the moment now and he really didn't want two massive battles in two days. So with a shrug, he started to try and enjoy himself.

"You...wouldn't believe...how hard that was," Pinkie panted when he had gone over to thank her, laying on her back with her tongue hanging out. "But it was worth it!" she said happily, hopping back to her hooves. "Billy fought off the mind control, beat Sombra without killing him and we got to finally throw Billy a party! BEST DAY EVER!" She rambled on for five minutes about how she had been planning this for months and was disappointed every time they postponed the party due to evil pony attack. Billy just smiled the entire time, grateful to her for taking the time to do this.

"Yeah, we Apples are used to supplying food fer Pinkie's parties," Applejack said with a grin, watching as Pinkie ran around to make sure the party was going off without a hitch. "She's always throwing party’s fer others, even if she barely knows them. Nopony ever feels unwelcomed with Pinkie around."

"So that's her special talent then, throwing parties?" he asked her, taking a sip of the punch.

"Eeyup, her talent is making others laugh and making them happy...that and her weird powers." Billy was going to ask what these powers were, but Pinkie then knocked over one of the statues in the garden and waved AJ over to help. She did so with a sigh, muttering about how one of Pinkie's powers wasn't caution. He shook his head with a smile, then realizing that someone had been pulling at his sleeve. He looked down at Fluttershy, he smiled at him meekly.

"Hey Fluttershy, what can I do for you?" The pegasus shuffled her hooves and looked down, looking back up at him occasionally.

"I just wanted to thank you, for sparing Sombra," she said meekly. "I know he's not a nice pony, but I don't think that he's that bad."

"I would disagree with you on that," he muttered, taking another sip.

"I know you would, but I still think he could be good," she said with a small smile, spotting some birds and heading over to them. "Maybe in another world he could be a good pony."

"She's a little too nice," he commented to himself, watching as she began to talk to the birds. He turned around and jumped when he found Rainbow Dash standing behind him.

"Please don't scare me like that," he told her as he held his heart. "People who startle me tend to get hit by lightning."

"Sorry about that, just wanted to talk to you," RD said with a shrug. "Just wanted to say that it was pretty cool what you did, taking on Sombra by yourself and beating him. But your flying leaves a lot to be desired. If you want to learn how to really fly, come on by Cloudsdale sometime. The Wonderbolts would love to see somepony who controls lightning in action. You'll be a hit."

"Thanks for the offer, I might stop by," he said with a smile. She winked at him and walked off, leaving Billy with another problem that he hadn't considered until now. As he walked over to the edge of the garden that looked over the land, he came to an uncomfortable realization. Throughout his time here, Billy had always been so concerned with finding Doomsday or protecting the ponies that he never even considered the fact that he would have to leave. He had been enjoying his time here with his friends and...new family that he had forgotten that after he found Doomsday he would have to go home. While he was thinking about it, he wondered what the other Justice League members were up to. He hoped that they were alright after the towers teleporter exploded.

'You have performed even greater than I expected.' Billy turned his head to find the silver mare standing next to him, looking out over the land before them. 'You do not seemed surprised to see me this time.'

"I’ve kind of been expecting you," he said with a smirk, finishing off his drink. "Since I found out what that great magic you were talking about was, I knew you'd show up eventually."

'I am glad that you have discovered the magic I spoke of. Please tell me what you have learned.'

"I learned that I need to listen to myself and stop caring what others think. that I need to follow my beliefs and not give into others demands or expectation. I learned that I need to simply be me."

'That is indeed an important lesson,' she said with a nod. 'But that is not the magic I wanted you to learn.'

"What" he asked her, dropping his cup. "What do you mean that's not the magic you sent me to learn? What other magic could be more important than listening to my heart?"

"Um, Billy, who ya talking to?" Billy turned to find Applebloom standing behind him with a puzzled look on her face. When he turned back to the mare, he found not to his surprise that she was gone. He sighed and turned back to Applebloom.

"No one," he muttered. "What's up?"

"Not much, just tired of the adults all talking to each other," she groaned. "Sweetie and Scootaloo are taking a tour of Canterlot Castle courtesy of Luna, leaving me to spend mah time trying to understand what these adults are talking about."

"Yeah...thanks for the advice back there. You know, for telling me to listen to myself instead of others."

"No problem, just glad to help a friend out," she said with a small grin, looking over at him. "Ah'm glad ya decided not to kill him, ah don't know what the others would have done if ya had."

"Oh, I'm sure they would have attacked me and tried to use my powers against me," he said in a joking tone. "But I'm glad you were there, I probably would have killed him if you hadn't talked me down."

"I doubt that." The two of them turned to find Twilight and Spike walking over to them. "I know you Billy, you wouldn’t have done it. You're too good a pony."

"That's what I said, but none of you listen to me," Spike said with a sarcastic smile. "But really, I'm glad you're alright."

"Me to. I'm just glad that all of this is finally-"

'He is coming. Prepare yourselves.' Billy looked around, hearing the silver mare’s voice. Much to his surprise he found all the other ponies looking around as well. He thought that he was the only one who could hear the voice, so why could they? She had said that she could let others hear her if she chose, but why would she chose to know?

"Wait, what's going on over there?" Twilight asked, looking off into the distance. Billy and the others all ran to the edge, looking into the city. Smoke was rising into the sky in the city and screaming was close behind it. Twilight had only looked for a second before she went into serious mode.

"Rainbow, get over there and find out what's going on," she ordered. "Applejack, I want you to-"

"Twilight?" Spike began, looking into the sky. "What's that?" Everypony looked up at the sky, eyes narrowing to see the small meteor heading for them. They screamed as it landed in the center of the garden, causing debris and grass to be tossed everywhere. The ponies all looked into the dust as a massive creature walked out of the crater, causing jaws to hit the ground. It was a massive grey beast, with bones protruding out of its body at odd angles. It had green pants and held a corpse in its left hand. While all the ponies asked themselves what it was, Billy knew immediately who had just landed in their misted. And it terrified him. He knew his name, but he could only whisper it.

"Doomsday."

...Has Arrived

He had finally found them.

Doomsday had been wandering underground for days, getting no closer to the ponies than he had days ago. He had almost decided to forget the ponies and head out to destroy the other inhabitants when he saw his signal, the sign that showed him where to go. A massive lightning bolt had descended once he had reached ground level, a lightning bolt that he had followed all day. After a day of walking, he finally found what he had been looking for. Up on the side of a mountain, against the sunset sky, was a white city. He could feel the magical energies coming from the city and knew that's where his targets lay. So with a burst of speed that none would associate him with, he sprinted over to the side of the mountain, reaching it within a few minutes. He looked up at the massive cliff, knowing that this obstacle provided no challenge. He slammed one of his fists into the side of the mountain and launched himself up quite a ways. Before he began to fall back down, he slammed his other fist into the rock wall and pulled himself up even further. With each pull he built up more and more speed, until he finally launched himself over the city. From his vantage point, he could see hundreds of ponies putting their homes and buildings back together. It was a futile effort.

Doomsday had come crashing down and landed right in the heart of the city, causing a massive crater and scaring all of the ponies around him. They had watched with terror in their eyes as he had pulled himself out of the crater, his eyes narrowing at the site of them. The guards all looked at him in terror, all of them knowing who he was based on the description by the princesses. But the one thing they feared more than him was what he could do. One of the less experienced guards had rushed him, having its life ended in one bloody punch. That’s when the panic began. Ponies began to run everywhere as Doomsday started to crush them left and right, crushing everypony from guards to civilians. Then he felt the power of those who had escaped him, those who had lived. He turned towards their location, ignoring the rest of the ponies fleeing for their lives. He crushed another one of the guards before he lept into the air towards them, aiming it so he'd land right in the center of the powers. He landed and created another crater, walking out of it to find that he had finally found them. At the end of the platform, looking at him with horror in her eyes was that tall white pony that had escaped. He almost smiled at the thought that he had her, but instead channeled that energy into his legs, walking out of the crater towards her.

{S}

"Doomsday," Billy whispered as the monstrosity he had been hunting walked towards them.

"Doomsday?" Twilight asked, looking between him and Doomsday. "That's Doomsday-?"

"RRRRROOOOOOAAAARRR!" Doomsday roared and hurled himself towards Celestia. Twilight went to throw herself between the two, but-

"SHAZAM!" A red blur flew past Twilight and headed towards Doomsday, one fist raised to strike. The ponies watched as Captain Marvel went in to strike Doomsday...only to be knocked away by a vicious backhand. Marvel went sailing off into the distance where he collided with he side of a building and fell to the streets, the building falling down on top of him. Twilight barely had time to worry about him as the grey monster ran by her towards Celestia.

"Very well beast, you wish to fight again?" she roared, powering up her magic. "Then I shall-" Before she could finish, the red blur flew by her and slammed into Doomsday, driving him back. He planted his feet into the ground and lifted both his hands over his head, hammering them into the back of Captain Marvel. Marvel cried out in pain as he was driven through the ground, straight out of Canterlot to the earth below. Doomsday looked from the hole that Marvel had made back to Celestia, roaring and charging her again. Celestia fired one of her most powerful magic’s at him, but the spell vanished against his skin as he barreled through it. Her eyes widened in fear as he lept into the air over her head, both fists rose for the final blow.

"SHAZAM!" Doomsday roared as lightning coursed through his body, Marvel coming up through the ground and lifted Doomsday into the air, throwing him through multiple buildings into the ground below. He panted slightly, watching as the buildings came down around the beast, the ponies in the area running in fear. His eyes widened as Doomsday lept back up through the rubble and dust and collided with him, bringing the both of them back down to the city.

"Sister, what is going on?" Luna asked as she landed next to Celestia with Scootaloo and Sweetie Belle on her back. "I thought that Sombra was locked away in the prison still?"

"It's worse than Sombra, the creature is back," she replied. Luna's eyes widened and her pupils shrank as she realized what that meant.

"How many causality’s?"

"Unknown, but I expect the entire city to be destroyed if we do not stop him." Celestia and Luna, after dropping the girls off of her back, opened their wings and went to take off after the monster.

"Princesses, WAIT!" The two princesses turned to look at Twilight and her friends, who had ran up to them with worried expression. "What's going on? Who's that?"

"That, my dear Twilight is the creature responsible for the death of so many of the ponies and creatures across the land," Celestia responded somberly. "And if we do not stop him here, he will most likely go on to destroy all of Equestria."

'What are we up against and what can we do?" Rainbow Dash asked, ready for battle.

"Doomsday is a being that seems to only wish to kill," Luna said, stepping in front of Celestia. "He has shown no other emotions besides the desire for death. His power is great enough that it took all of our reserve energies and wits to defeat him...and even then he returned from the dead. As to what can you six do, I wish for you to-"

WHAM!

The ponies shrieked as Captain Marvel landed head first into the ground in front of them, sliding along in the dirt. He came to a stop and pulled his head out of the dirt, shakily getting to his feet. He spun around and watched as Doomsday lept through the air towards him with both arms raised and a snarl on his lip. Marvel brought his fist back and waited, timing his strike perfectly. When Doomsday was almost on top of him, he lept up and swung blindly, catching Doomsday in the jaw and launching him skywards back the way he came. Marvel watched as he sailed off before falling to his hands and knees, coughing up a bit of blood and breathing heavily.

"Billy!" Twilight and the others cried as they raced to his side. He staggered to his feet, looking of into the distance where Doomsday finally came crashing down. He took a shaky step forwards and collapsed back to one knee. "Billy, you're hurt," she whispered, looking at his beaten face.

"Doomsday will be getting up, I need to go," he muttered to himself, standing back up. Doomsday went airborne again, heading straight for them. Marvel flew into the air and collided with Doomsday, pummeling his stomach repeatedly until an overhand blow from the monster drove him down into the city. He crushed a fountain when he landed and rolled into the street, pushing himself back up. Doomsday came roaring back down and landed feet first on Marvel's back, driving him through the marble streets and down to the sewers of Canterlot. Marvel got back to his feet just as Doomsday rose out of the sewage to meet him. The two stared each other down before charging at each other. Marvel delivered a heavy one-two hit to Doomsday face, who retaliated with a massive punch to the stomach, doubling him over, and a powerful elbow to his back, driving him into the sewage. He got back up and threw a left hook into Doomsday jaw, snapping his head to the side. Doomsday's arm shot out and grabbed Captain Marvel's arms, spinning him around and throwing him back up through the street. He collided with the side of a building and fell to the ground, Doomsday jumping up through the recently made hole and starting to march towards him.

"Ugh, where's Superman when you need him?" Marvel muttered, getting back up and clenching his fists. "Alright, Doomsday, let's try this again!" he roared as he flew towards Doomsday with his fists outstretched. Doomsday growled and ripped a lamppost out of the ground next to him and swatted Marvel with it, knocking him across the town. He landed near the train station, where his impact created a new crater and he tumbled across the ground. The ponies that had been standing around the train had run over to him to try to help, which only made his fears increase.

"Get out of here, NOW!" he roared, getting up and looking around for Doomsday. Doomsday appeared from under the ground, grabbing Marvel's leg as he burst out of the ground. Ponies screamed in terror as Doomsday tossed the hero into the air, then turning his attention back towards them. Marvel recovered in the air and shook his head, his heart dropping as he realized that Doomsday had tossed two ponies towards him. He had managed to catch them in his arms when a shadow fell over him. He looked up as a huge tower collided with him. He wrapped his body around the two as best he could as they came crashing to the ground. After making sure the two ponies were okay, he pushed the remains of the tower off of them and told them to run, running towards Doomsday and jumping above him, driving his right fist into his jaw. Marvel followed the punch up with a kick to the knee, dropping Doomsday onto one knee. He grabbed Doomsday head and ran electricity through it, causing the monster to roar in pain. He then slammed his Doomsday head into his knee, Doomsday head bouncing off of it. Marvel swung his left fist back and went in for the punch, only to watch as Doomsday's hand grabbed his fist and slowly began to crush it, forcing Marvel to one knee. Marvel was about to call down the lightning when a blast of magic struck Doomsday in the back, making him let go of Marvels' hand as he turned around.

"Halt creature! You have caused more death and destruction than the combined forces of the most evil of ponies!" Luna roared at him, descending from the sky to land in front of him. Celestia and the Elements landed behind her, each of them glaring at Doomsday. "Therefor, by the power given to me by my father, I-"

"RRRRROOOOOAAAAARRRR!!" Doomsday charged right up to Luna and went for a huge gut punch. She didn't even have time to throw up a shield as the spiked fist almost connected with her chest. If Captain Marvel hadn't flew up behind Doomsday and put him in a full nelson, she'd be a blood stain on the street.

"What are you all doing here!? RUN! I can only hold him for so long!" Marvel roared as Doomsday began to thrash back and forth, trying to shake the hero off his back.

"But Billy, you need our help!" Twilight cried as Doomsday reached back and grabbed Marvel by the cape, swinging him over his head and slamming the crimson hero into the ground in front of him. Marvel groaned as Doomsday lifted back over his head and repeatedly slammed him into the ground.

"SHAZAM!" Doomsday once again roared as the magical lightning coursed through him, knocking him back and forcing him to release his grip on Marvel, who fell face first onto the ground. Doomsday shook of the lightning and turned towards Celestia and Luna, his eyes narrowing and a snarl escaping his mouth. The two braced themselves as Doomsday charged them, both of them firing their strongest spells into his stomach. But to their horror, they found that spells that had dropped the beast to its knees didn't even faze him this time. Celestia teleported them out of the way as he came barreling past and slammed into a wall, bringing the building down.

"Billy, are you alright?" Twilight asked as she ran to his side. He groaned and pushed himself up into a sitting position.

"What are all of you doing here?" he asked them. "It's far too dangerous for you to be here."

"We came to help ya, sugarcube," Applejack said with a smile while lending him a hoof. "And we help our friends no matter what happens to them."

"You idiots don't get it! Doomsday isn't like the other creatures we've fought! He's-" Doomsday finished Marvel's statement when he came barreling out from under the rubble and caught him with a vicious clothesline, slamming the hero on his back. Doomsday came to a stop and lifted Marvel into the air, spinning him by the cape and tossing him off into the distance. He then turned towards the ponies, who snorted in rage at him.

"Alright girls, let's show this beast how we-" Twilight blinked in confusion when she realized that they had been teleported away from where Doomsday was. They had found themselves in the garden that they had been at earlier, causing the CMC and Spike to scream when they appeared. She turned towards Celestia, who had some sweat running down her face. "Princess, why did you do that? We were going to face that monster and beat him!"

"The six of you do not stand a chance against that monster, despite being the Elements of Harmony," Luna told them, walking over to her sister to support her. "Celestia and I fought with him and we couldn't even kill him with our full power. All we could do was trap him and even that didn't work. Right now the two of us and Captain Marvel will battle with him to defeat him. You help keep the city safe." Twilight didn't even have time to argue as the two princesses launched themselves into the sky towards the battling titans. The CMC and Spike ran up to them, fear in their eyes.

"Twilight, what's going on?" Scootaloo asked.

"What was that monster?" Sweetie Belle asked.

"Is Billy alright?" Applebloom asked, pushing her way past the other two.

"One question at a time girls," Twilight said, holding up a hoof and shushing them. "What's going on is that a monster has come to the city and is tearing it apart. What that monster is Doomsday, a beast that seeks to only kill and destroy. As for Billy..." Five of them looked up as multiple lightning strikes came down in the city followed by an angry roar. The ground shook, knocking the ponies off their hooves as Captain Marvel went sailing through multiple towers, the force of him going them bringing them down. "...he could be better. Right now the four of you need to stay here while Billy and the princesses deal with Doomsday."

"But Twilight, we can help!" Spike protested, but Twilight gave them four of them a look that they would fear till the day they died.

"The four of you will stay here while we deal with this," she said in a scary tone, so scary that the other Elements backed away. "He has already killed hundreds of the royal guard and is kicking Billy around like he's nothing. What could the four of you possible do against that kind of power?" When the four of them didn't answer, Twilight walked away from them and over to the others, starting to give instructions to them. Applejack and RD headed to the west part of town while Pinkie and Rarity went to the east. Twilight, after giving one more glare to the four, took off with Fluttershy to the south part of town, leaving Spike and the girls by themselves.

"Alright, let's get over to where Billy and the monster are fighting," Scootaloo said with a smile, turning towards her friends.

"Are you crazy? You heard what Twilight said! Doomsday's beating Billy, Billy, who stopped some of the strongest ponies in the world! What could we do against that?!" Sweetie Belle asked.

"It's like you said, he's our friend," Scoots said with smile. "And besides, this could be the chance for us to get our cutie marks in heroism." Spike seemed all for it, but Applebloom wasn't so sure. The ground then shook again and she heard Marvel cry out in pain, making her decision for her.

"Alright, let's do it," she said with certainty. The three of them took off, leaving Sweetie Belle to watch them go with fear, looking to where Twilight had taken off. He sighed and ran after them, knowing that this wasn't going to end well.

{S}

Marvel wheezed as Doomsday's fist ran a collision course with his stomach, doubling him over while shattering the ground with the force of the blow. He grabbed Doomsday's arm with both hands and swung the beast, slamming him into the ground. Doomsday swung his foot up and caught Marvel in the head, causing him to stagger. Doomsday sprung to his feet and drove his shoulder into Marvel's chest, driving the both of them through multiple buildings. As the buildings came down around them Doomsday came to a stop and grabbed Marvel's leg, slamming him face first into the ground. Marvel spun on the ground and fired a massive surge of electricity into Doomsday's face. Doomsday roared and backed up, allowing Marvel to hop to his feet and kept the pressure up, pumping even more lightning into his adversaries face. Doomsday lifted one hand to protect his face from the lightning and swung his foot into Marvel's gut, stopping the surge and sending him skyward. Marvel was sent sailing, but he managed to come to a stop in the air and gave him a moment to breath.

"Good gravy he's tough," Marvel panted, wiping some of the blood off his lip. He looked around at what remained of the majestic city, which now a third of was burning. Doomsday walked through the rubble of the building that they had just brought down, barely even scratched. "And none of my attacks seem to have any effect. Why is my magic doing so little?"

"Captain Marvel!" Marvel turned to see Celestia and Luna fly up beside him, both of them in battle gear and radiating power. "We have come to assist you!"

"How many times must I say it, leave! Doomsday is way out of your leagues! If he so much as grabs you, you're dead!"

"Then we will not let him grab us," Luna said as if the problem was simple. "We have fought him before, we know how he works. He cannot fly and he is a dumb brute. There is no way that he can-" Luna and Celestia screamed as the side of a building came flying through the air and crashed into Marvel, sending him flying off to the earth far below Canterlot. The two of them barely had time to move out of the way of another tower, which when crashing through the city.

"I have had enough of you! Prepare to feel my wrath!" Luna roared, firing a storm of darkness down upon Doomsday. Celestia followed suit and let loose a hail of solar magic upon Doomsday. But even with their combined strengths, Doomsday barely slowed down as he ran through the hail of magic and lept into the air towards the two princesses. They combined their attacks to fire a single beam into his chest, but he reached them anyway and slammed his hands together, knocking the both of them out of the air. The fell to the streets below, slamming into the streets below. Celestia slowly lifted her head as Doomsday landed in front of her, reaching down to pick her up and bring her to his eye level. Her eyes slowly shrunk as Doomsday narrowed his, bringing his fist back with what looked like a small smile on his face.

"SISTER!" Luna cried as she staggered to her hooves and fired magic into doomsday's back, but he didn't even flinch as he swung his fist forward. Celestia closed her eyes as the fist swung towards her face.

WHAM!

Her eyes snapped open when she realized that she was still alive, but she then saw why she was still breathing. Marvel had managed to place himself between the fist and her. However, Doomsday had swung with such force that the bones protruding from his fist had gone through Marvel's magic armor and had dug deep into his chest. He fought back tears as he grabbed Doomsday fist with both hands and slowly pulled the bones out of his chest. He let go with one hand and punched Doomsday across the face, using his other hand to punch him in the wrist and forcing him to let go of Celestia, who fell to the ground coughing. He brought his left fist into Doomsday's face and tried to follow with his left, but Doomsday was ready. He countered by slamming his own fist into Marvel's, causing the hero to cry out in pain as the bones dug into his fist. Marvel backed up clutching his fist as Luna teleported Celestia away from the two of them. Doomsday rammed his fist into Marvel's face, rocketing him back through the streets and into the side of a building, where he slammed into it and slid down the side dazed.

"Sister, get up," Luna said to Celestia, who cough twice and managed to force herself back to her hooves.

"How is this possible? The last time we fought this beast our magic was able to damage it, but now it shakes off our spells as if they are nothing. What has changed?" Luna then remembered what Billy had told her, that Doomsday would only grow stronger from being killed.

"When we killed him, it gave him a chance to become immune to our magic," Luna whispered as Doomsday began to march over towards Captain Marvel, who was still laying dazed in the wall. "We can no longer hurt him. We made him impervious to magic."

"And that's why Chrysalis and her army were unable to defeat him," Celestia realized with fear. "He can no longer be hurt by any magic from our land. So how do we beat him?" Luna had no answer; she could only look as Doomsday grabbed Marvel by the cape and lifted him out of the wall, delivering a heavy punch to the gut. Marvel coughed up blood as Doomsday continued the strikes to the gut, weakening Marvel with each shot. Celestia and Luna were planning their next attack when three fillies and a dragon came running into the battlefield.

"W-what is that thing doing?" Sweetie Belle asked with fear, skidding to a halt as her eyes landed on Doomsday. The others gasped as well as Doomsday turned towards the four of them, eyes narrowing as new targets came into his field of view. He dropped the unmoving form of Marvel to the ground and began to lumber to them.

"NO!" Celestia and Luna both roared, teleporting themselves in front of the fillies and dragon, bringing up a red and purple barrier around them. Doomsday roared and began to pound away on the shield, cracking it in only a few hits.

"What are the four of you doing here?" Celestia asked as she struggled under the force of Doomsday's punches. "Twilight was supposed to evacuate all of the civilians."

"S-she did, but we came to help," Applebloom stammered, looking past the princesses to the still body of Marvel. "Is...is Billy...?"

"We do not know, but that doesn't matter right now," Luna grunted as the shield nearly gave. "We have to find a way for you to escape before-" Her words were cut off as Doomsday punched through the shield, blasting the two princesses across the street into the side of a building, dazing them both. The fillies and Spike looked from where the princesses had landed to the form of Doomsday, who now towered over them. They couldn't move or cry out, their fear had completely overtaken them. They could only watch helpless as he lifted his arms over his head, eyes narrowing as he prepared to strike.

"SHAZAM!"

Doomsday roared as the magic bolt of lightning came down and struck him, temporarily stunning him. With the split second he had, Marvel drove his shoulder into Doomsday's back, wrapping his arms around the creature and holding tight. He crouched down and kicked off with all his might, launching the two of them into the atmosphere and far away from Canterlot. The four watched Marvel and Doomsday fly off as six other ponies arrived on the scene.

"There the four of you are!" Twilight yelled as she landed next to the four, seething in rage. Her rage slowly turned into curiosity as she realized that they hadn't noticed her, but were instead looking straight up. "What's going on?"

"The princesses were beaten and the monster was coming to get us," Spike said in a whisper, never once taking his eyes off of where the two titans had vanished. "But Billy managed to stop him and took him up into the sky. But we don't know what's happened to them." Twilight looked up with them as the other five helped the princesses get up, looking into the thunderclouds with fear growing in her heart.

"Twilight, how goes the evacuation?" Luna asked once she had managed to stand without help.

"We managed to get almost all of the ponies on trains to Ponyville, but there were many we couldn't save," Twilight told her, never once taking eyes off the sky. "I think that we are the only ones left in the city."

"Then we must pray that Billy can stop this creature, for if he falls, we cannot win."

Up in the sky, Marvel battled Doomsday with all his might. He cracked his own fist on Doomsday's jaw he hit him so hard, knocking the beast even higher. He then proceeded to drive both fists into his face, first a left then a right, before delivering a devastating elbow to the monsters back. He then grabbed Doomsday by the leg and began to spin him, gathering more and more energy with each rotation. But when he went to release the monster and throw him to the ground below, Doomsday arm shot out and grabbed him by the chest, sending the both of them hurtling towards the ground. Marvel roared and drove his knees into Doomsday's gut while Doomsday head-butted him with his thick skull, snapping Marvel's head back. They continued to battle as they fell, the friction in the atmosphere setting the both of them ablaze. The ponies down in the city watched as a flaming meteor came crashing down into the city's center, shaking the whole planet to its core. When the shaking had finally stopped, the ponies and Spike walked to the edge of the crater, looking down with hearts full of fear.

"D-do ya think he won?" Applejack asked.

"He has to, he's a hero...hero's never lose," Spike said, but didn't sound like he believed what he was saying.

"I think I see something," Fluttershy said softly. The ponies all held their breaths as a form began to show through the dust. A gasp went out as they saw a golden lightning bolt on a red suit begin to move through the smoke.

"Billy...thank heavens you're alright," Twilight said while wiping a tear from her eye. "I thought that you might have been..." Her words died in her mouth when she saw the grey hand clasped around Marvels' throat. Doomsday walked out of the dust cloud, holding the limp form of Captain Marvel by his neck. He tossed the body aside as he glared at the ponies, all of the tears and holes in his body beginning to heal. Twilight looked over to where Marvel had fallen, her heart turning cold. He wasn't moving and a pool of blood began to form from where he lay. She stared at where he lay for a few seconds before a cold rage washed over her. She screamed in rage and fired all of her power into Doomsday, then sheer velocity of the magic hitting him caused his feet to slide across the ground. all of the other ponies joined in, the number of attackers temporarily confused Doomsday, who recovered by slamming his fist into the ground, the shockwave tossing all of them away from him. Twilight and the princesses were the first to recover and re-engaged their assault on him. While the battle continued, a silver hoof landed next to the barely conscious head of Marvel.

'I see that you are still alive," the silver mare said to him, noticing that he was barely alive. She sighed and let loose a bit of her magic into him, giving him just enough power to heal him. 'You cannot die yet, this world still needs you.'

"I can't win," Marvel said to her, struggling just to push himself off the ground. "He's too strong."

'Then perhaps you should find the ultimate magic before he crushes those ponies.' Marvel looked up in time to notice that Doomsday had grabbed Twilight and slammed her into the ground, the barrier she had placed on herself shattering under the strain. Captain Marvel flung himself towards Doomsday, driving his shoulder into his back, knocking Doomsday over. Doomsday rolled over and grabbed Marvel by the throat, getting back to his feet and driving Marvel into the ground, hulking over him as he tried to crush the life out of him.

"Shazam," Marvel choked out. The lightning descended into Doomsdays back, causing the creature to roar. "Shazam! Shazam! SHAZAM!" Each bolt of lightning struck Doomsday harder than the last, causing immense pain to Doomsday. but the final blow came when the third bolt came down and went straight through Doomsday into Marvel, turning him back into Billy and healing his wounds. The light in Doomsday's eyes faded and he collapsed on top of the child, crushing him underneath. Twilight screamed in fear and used her magic to toss Doomsday off of him. Billy lay on the ground bruised, but otherwise unhurt. He sat up as the ponies rushed to his side.

"Billy!" Twilight cried out as she wrapped her hooves around him. "Thank the stars you're alive." Her emotions got the better of her and she was unable to talk, so she simply decided to tighten her hug. Spike and Applebloom joined in on the hug as the other ponies looked over to the limp body of Doomsday, who had a smoking hole in the center of his chest.

"It's finally over," Celestia said with a sigh, sitting down and letting relief fill her body. "He's finally gone."

"It was a hard fought victory sister, but yes, we have won," Luna agreed.

"It's not over." Everypony looked at Billy, who was trying to get to his feet. "Doomsday never stays dead, he just temporarily dies. He'll be back in a few minutes at most." The ponies looked at the body with fear, realizing that it's skin was already beginning to heal.

"Then what do we do?" Twilight asked. Everypony looked to him as well, hoping that he would have a plan.

"WE will not be doing anything," he said exhausted, getting back to his feet. "YOU will be taking the others and all the other ponies as far from here as you can. I will fight off Doomsday and buy you as much time to escape as I can."

"You mean you'll beat him, right?" Rainbow Dash asked him. He looked at her with defeated eyes.

"I'll buy you as much time as I can."

"No, we're not leaving you!" Spike yelled, running up to him. "We can work together! Will all of us working together-"

"It will be that much easier for him to kill all of you," Billy snapped, cutting him off. "You guys just don't get it! He is far above any of you! None of you stand a chance against him! The only thing you can do if you wish to live is to leave him to me and hope he doesn't find you before my friends send back up!"

"But...what will happen to you?" Applebloom asked with tear filled eyes. Billy looked away, knowing that they all knew the answer to that. Doomsday's body began to twitch as his nervous system came back online. He looked to the princesses, knowing that they would do what was needed.

"Celestia, you have to get them out of here. We can't afford to lose the Elements of Harmony yet." Celestia knew he was right, but she still didn't want to leave him to fight this thing by himself. But when she looked into his eyes, she saw that he had already accepted his face. So with a nod, she started up a teleportation spell for the ponies and herself. Luna corralled the ponies around her sister, closing her eyes so she could hide her tears. As the white light covered the ponies, Billy looked over at them before they vanished.

"Spike, thank you for being my friend," he said with a small smile. Spike's eyes watered as the spell formed a protective barrier around them to keep the safe. Billy then looked to Twilight.

"Thank you for giving me a new home and family. It may not have been long, but it meant the world to me." He then looked to the others.

"And thank all of you for accepting me into your homes and lives, despite me being different and powerful. I will never forget you." The spell was reaching its final phase, causing the ponies to begin to vanish. Finally, he looked to Applebloom, who was trying to force her tears back. He just looked at her for a second, not sure what to say. Then a small smile escaped him and he spoke.

"And Applebloom...sorry for calling you a jerk and insulting you," he said with a small smile. "You're a lot better a pony than I thought you were." Her eyes widened as she realized what he had just done and a single tear rolled down her face.

"Ah told ya ah didn't want yer apology," she whispered as the spell finished. Then she spoke a single prayer to herself. "Ah want ya to come back alive." They all vanished in a flash of light, leaving Billy alone with the body of Doomsday, which had fully recovered and was getting back to his feet. Billy looked over to him, watching as he cracked his neck and looked around, his rage filled eyes narrowing when he saw Billy. The two stood there for a minute, surrounded by the destruction of their battle and the storming clouds above, each preparing themselves for what was about to happen. Doomsday roared and charged Billy, who simply watched him come at him. Billy was ready, ready to join his family and fallen friends, ready to go down fighting. But that didn't mean he wasn't afraid. No one can face their death without feeling a little fear and despite his powers, Billy was still a child. But even as the tears streamed down his face, his courage and desire to protect his friends was greater than any fear. So he then looked up to the sky, taking in one last deep breath and uttering a single word, a word that he knew he was uttering for the last time.

"Shazam."

Seven Thunders

The entirety of Canterlot shook as Doomsday and Captain Marvel collided in the center of the city, blasting apart the street and all buildings that were still standing. Marvel swung his right fist into Doomsday's face, but the monster retaliated with his own punch to side of the head, knocking Marvel to the ground. Marvel coughed up blood and had weakly pushed himself back to one knee when Doomsday grabbed the back of his head and swung him over his head, driving him face first into the ground. He lifted his foe into the air again and slammed him back down, driving the hero through the ground into the lower levels. Marvel landed in a fountain, his body shattering the side and letting the water flow into the streets. He groaned weakly and looked up in time to see two giant feet slam into his chest, crushing his lungs. Marvel placed both hands underneath Doomsday's feet and started to push up, trying to throw Doomsday off of him. Doomsday lifted his foot of and slammed it back down into Marvel's chest, forcing him to cough up more blood. When Doomsday went to stomp him again, he rolled out of the way and sprung up behind Doomsday, channeling his power into his hands and letting loose a torrent of lightning into his side. Doomsday's body absorbed the lightning and channeled it through his body, pumping its power into his muscles. Marvel watched in horror as Doomsday got even bigger and turned towards him with a growl. Faster than Marvel thought possible, Doomsday rushed towards him and delivered a heavy hook to his face, tossing him across the ground.

"Impossible, my lightning no longer works on him," Marvel muttered in disbelief as Doomsday marched towards him, lightning flowing through his veins. Doomsday roared again and charged Marvel, grabbing him when he tried to fly back and slammed him into the ground, pulling him from the concrete and slamming him again and again. Marvel kicked him in the face with his other leg, forcing him to release his grip. Marvel then flew right into Doomsday's gut and threw him across the city into the castle courtyard.

He threw himself towards where Doomsday had landed, landing in the courtyard. Doomsday had shattered a number of statues, which Marvel started to use as weapons. Doomsday picked up the statues in return and threw them Marvel, who shattered them with a punch. "It will take more than stone to defeat me!" he said with a grin, which quickly turned to a frown when Doomsday pulled out a massive chunk of the garden and threw it right into his face, knocking him onto his back. "Ugh, but that'll do it." Doomsday grabbed him by the leg again and threw him into the side of the massive castle, cracking the stone exterior. Marvel didn't even have time to react as Doomsday slammed into him, driving the both of them through the wall and multiple floors, until they came to a stop at the uppermost chamber. He slammed into the roof and fell to the floor, shaking his head and looking around to see where he had landed.

"This...is incredible," he muttered to himself, standing up and looking around. Marvel was in a room filled with multiple stain glass windows, each of them showing different times that the princesses or the ponies saved Equestria from different events. The fall of a dark pony, Spike holding a crystal heart; so many different images. Marvel would have liked to look at them for a while, but Doomsday picked that moment to slam into his back and drive him into the wall. Marvel spun around and kicked him off, but Doomsday went back into one of the windows, shattering it. Hundreds of glass shards that were previously a beautiful picture rained down on Doomsday, irritating him. Doomsday charged forward and plowed into Marvel, driving the both of them through the window of the six Elements saving Equestria and they fell through the skies back into the streets below. Marvel landed on an empty carriage whereas Doomsday landed headfirst into a shop. Marvel rolled of the carriage and struggled back to his feet while Doomsday came bursting out of the store, looking around for Marvel.

"This isn't good, I can barely stand," Marvel muttered to himself as he got up, looking down at his numb hands. He could barely feel his body and he knew that he had some internal bleeding. And with his lightning powers no longer able to hurt Doomsday, he knew that this fight was almost over. He had reached his limit, whereas Doomsday was still going strong. Doomsday had spotted him and was beginning to walk towards him, barely hurt at all and any wounds he had suffered were already healing. Marvel dug down and gathered his last bit of courage and clenched his fists. "But if I go down, I'll go down swinging." Marvel let out a cry as he ran towards Doomsday, not even strong enough to fly. He drove his fist into Doomsday's gut, barely fazing him. He then jumped up and drove an elbow into the back of doomsday's head, causing the beast to slightly bend over. Marvel staggered a bit back as Doomsday looked up at him, a small smile on his face.

"RRRRROOOOOAAAAAARRRR!" Marvel didn't even see Doomsday's fist move as it was driven into the side of his head, sending him flying through the air. He landed on his back in the center of a street, watching the stars as they circled around his head. Doomsday lept into the air and came down shoulder first into Marvel's chest, knocking the wind out of him. Marvel couldn't even resist as Doomsday reached down and pulled him out of the ground, holding him up by his throat and glaring at him, bringing one spiked fist back. Marvel couldn't move, he didn't have the strength, so he could only brace himself for the pain. Doomsday swung his fist into Marvel's stomach, the spikes going through his suit and tearing into his gut. Marvel cried out in pain as Doomsday brought the fist back and drove it into him again.

{S}

Down in the town of Ponyville, the last of the trains filled with the ponies from Canterlot had arrived. The ponies on board came out of the train literally crying and hugging one another, glad that they had managed to survive. Celestia and Luna were showing them were to go for medical aid and to find family members. Twilight and the other Elements were helping ponies into camps they had set up for the survivors, while the CMC ran back and forth gathering supplies. Spike sat off by himself at the station, looking up at the burning city of Canterlot with fear. He had been keeping tags on the battle, only able to keep his fear surprised by the lightning bolts that told him Billy was still fighting. But he hadn't seen any on nearly two minutes and his nerves were beginning to get to him.

"...ggggrrrrraaahhhhhhh..." Spike's heart dropped when he heard the scream. That was Marvel's voice he heard and it was him crying out in pain. He shot off of the bench as fast as he could and sprinted down the street, past all of the ponies that were taking refuge in Ponyville. He knocked over Scootaloo has he ran, searching franticly until he found Twilight helping heal a colts wounds.

"TWILIGHT! We need to get back to Canterlot! Billy's..." He looked into Twilight's face, realizing that she already knew and was fighting back tears.

"We can't Spike, remember what Billy said? Doomsday's too strong," she said weakly, turning her attention back to the foal.

"But he could die!" Spike protested. Twilight then turned on him with such a look of rage in her eyes that Spike nearly jumped out of his scales.

"YOU THINK I DON'T KNOW THAT? YOU THINK THAT I HAVEN'T BEEN SITTING HERE WORRIED OUT OF MY MIND?!" She realized that she was yelling and turned her head away from him, tears falling down her faces. "Besides, we don't stand a chance against Doomsday." Spike looked at her for a minute, seeing the defeat in the eyes of one of the strongest ponies he knew. Then he frowned and walked up to her with a look of determination on his face.

"I'm going to help him," he said. It wasn't a question, it was a statement. Twilight looked over to him with disbelief in her eyes.

"Are you crazy? You don't stand a prayer against Dooms-"

"And neither does Billy," Spike said, cutting her off mid-sentence. "But yet he's still up there, buying us time to get all these ponies out of here while he gets himself killed. But I won't let him go down alone. He's spent all of his life alone, I don't want him to die thinking that nopony cares about him. Whether or not you approve, I don't care. All I need to know is that my friend is in danger and I'm not there helping him." Twilight looked at the young dragon that stood defiant in front of her in a way she never had before. Spike usually ran away from trouble and couldn't be bothered to get up in the morning. But now he was willing to go into battle against a creature that couldn't be stopped. She stared in awe for a minute before a small smile crossed her face.

"You've grown so much Spike," she said in a whisper. "And you really care for your new friend, don't you?"

"So do you Twilight," Spike responded. "So how about we get the others and see if we can show Doomsday what happens when you mess with the ponies of Equestria." Twilight didn't admit it, but she was afraid of Doomsday and his power. But she also knew that Spike was right about her caring for Billy, he was like a son to her. And as she looked up to the eerily calm Canterlot, she knew that he needed help.

"You're right Spike. Let's go help our friend," she said with a grin, her old determination firing up in her eyes. Spike smiled with joy and hopped onto her back as she took off into the sky, flying in the direction of the other Elements and princesses. She circled them twice and landed in the center of them, signaling for them to all circle around.

"What's wrong Twilight?" Rainbow asked. "Has Billy...?"

"No, but he probably won't last much longer," she said grimly, causing the ponies to look at each other with worry. "But we're going to make sure that he comes back home."

"How are we going to do that?" Fluttershy asked. The others agreed with her, each asking what she had in mind.

"We're going to fight Doomsday." All of the ponies up roared at this, each voicing their opinion of why this was a bad idea. But Twilight cut them all off with a look. "Look, how many times has Billy saved our lives now? Five, six times? Not only do we owe him...but he's part of our family and world now. We chose to let him into our lives and in turn he let us into his. And now is when he needs us the most and we're not there for him. Well that's going to change. We're going to help him, even if we don't stand a chance against Doomsday." The ponies all looked at her with unsure eyes. They were willing to follow Twilight into any situation, but this seemed like suicide. Then one of them stepped forward with determination in her eyes.

"Ah'm willing to go," Applebloom said. "And before any of ya say no, Billy's mah friend too and he need our help. Ah say we go," she said holding out her hoof. Her friends also walked over and put their hooves in as well.

"If yer willing to go, then ah will to," Applejack said, placing her hoof on top of her sisters.

"I-I’ll go too," Fluttershy said in a whisper, gently placing her hoof on the others.

"I agree. It would be the ultimate act of ugliness to turn our backs on our friend," Rarity agreed, placing her hoof on the others.

"Billy's out friend and I never back out on my friends," Pinkie said with passion, slamming her hoof onto the others.

"And as the Element of Loyalty, there's no way I could let you do this without me," Rainbow Dash agreed, placing her hoof with the others. Twilight looked at her friends with pride in her eyes and placed her hoof in with the rest of them, causing their Elements to all glow in unison.

"We will come too, Twilight," Celestia said. "We have fought Doomsday before and know how he fights."

"Thank you, princesses. No everypony gather around, I've got a plan."

{S}

Marvel lifted Doomsday over his head and threw him as hard as he could, which in his weakened state, wasn't that far at all. Doomsday barely even left the ground and he dug his feet into the concrete to slow his velocity. The moment he could move forward, he charged the weak hero and punched him up into the air, watching as he came back down a few feet away. Marvel shakily tried to push himself back to his feet, barely able to see past his blackening vision. His cape was torn apart and his hood was red with his blood, which was starting to get in his eyes. His suit was torn and he couldn't feel his left arm. He looked through one eye as Doomsday started to march to him, grinning maliciously. Marvel finally pushed himself back to his feet and prepared himself for his last stand. Doomsday walked right up to him and lifted both arms over his head, while Marvel lifted both of his arms the best he could to protect himself.

KKKAAAABBBOOOOOMMM!!

Both Marvel and Doomsday jumped when they heard the sonic boom, a sonic boom which then rammed itself into Doomsday. Despite being one of the more powerful creatures known to many, he wasn't ready for the attack and it knocked his back. Marvel looked on in confusion until he saw that it had been Rainbow Dash that had rammed into Doomsday. While her attack had succeeded in knocking the monster back, she had also stunned herself in the process. She groaned and rubbed her head as Doomsday got back to his feet, roaring and heading for the pegasus. Before he could get to her, two beams of magic, one purple, one red, wrapped themselves around Doomsday's arms and stopped his forward momentum. He roared and rage and tried to swing his arms, but two more tendrils of magic, this time black and blue, grabbed on as well. Marvel looked behind Doomsday to find...

"Twilight?" he asked in disbelief. Twilight was holding onto Doomsday with all her might, but she still gave him a quick wink. Then, with the combined powers of Celestia, Luna and Rarity, they all lifted Doomsday into the air and tossed him away. When he was gone, she then rushed over to Marvel.

"Are you okay?" she asked, using her magic to help him stand.

"Not really," he said with a bit of a laugh that turned into a coughing fit. "Why did you come back here? I told you that Doomsday is too strong for you."

"I know, but a little dragon told me that we shouldn't abandon our friends," she said with a smile, moving her head towards Spike, who stood with three fillies off behind cover.

"We?" Billy asked. Then he saw them, all of the other ponies. Applejack, Rainbow, Pinkie and even Fluttershy had all come to help him, even the CMC were there. He didn't know what to say at first, all he could do was look at Twilight in confusion. "But why'd you come back? Your magic's no match for him."

"Because we're family," she told him with a smile. "And family, along with friendship, is the ultimate magic, just like I told you before." Marvel looked around at all the ponies, all of those who had come to his aid and something clicked in his mind. The silver mare had told him in order to defeat the oncoming threat, he would need the ultimate magic. But try as he might, he had never been able to find it on his own. And that was it. He couldn't find the magic in his own because the magic was something more than just a power source. The magic he had been missing was his friends and family, those who would fight with him against the worst of foes. And all this time he had been trying to do everything by himself. He gently pushed Twilight back and called down the power of Shazam twice, restoring Captain Marvel. He stood up and looked around at all the ponies who were now looking to him.

"I normally don't like others to fight with me," he said with a frown, which then turned into a smile. "But I'll make an exception this once. If we're going to beat Doomsday, we need a plan."

"I've already got one," Twilight said with a grin, pulling some parchment out of her bag. "The alicorns will keep Doomsday busy by shooting at him from a distance, keeping his attention split. Pinkie will bug him up close since she's the only one who can avoid getting caught. Billy, you're the tank. Think you can wear him down enough while we distract him?"

"Of course, I'm not called a marvel for nothing," he said with a grin.

"Rainbow Dash, keep hitting him, but back off once he turns his attention to you. You'll be double teaming him with Billy."

"On it," Rainbow Dash said a bit woozily. Twilight was about to give out her next order when Doomsday roared and lept into the air, going shoulder first towards the ground. Marvel shot up and drove his knee into the creatures jaw, knocking him off course and sending him crashing into the ground below.

"Ponies, let's get this plan in motion. Today, we prevent a Doomsday." The ponies all cried out and raced into their positions. Pinkie jumped into the air while giggling and landed right on Doomsday's face. He roared and brought his fist up to punch her off, but she vanished and he ended up hitting himself in the head. When he staggered back, Rarity channeled her energies into the ground and made a fissure of diamonds come out of the earth, the magic infused crystals piercing Doomsday. He growled and started to break free when a torrent of magic started bombarding him. The three alicorns were unloading every last ounce of their magic into him, keeping him stunned for the heavy hitters.

"You two," Marvel called out to Applejack and Rainbow Dash. "Come here." When they had, he grabbed each of their hooves and concentrated, letting some of his strength flow into them. Both of them gasped as they felt the power course through their bodies. Rainbow found that she could now fly as fast as Marvel, while Applejack now had the strength of Hercules. "Now these power-ups are only temporarily, so be careful."

"Ha, I need only ten seconds to deal with him," RD said with a chuckle, flying right up to Doomsday and punching him in the head. His head moved a little and he tried to bite RD, who simply moved out of the way for Applejack to come in with a flying apple buck. Her back hoof connected with Doomsdays face and he felt it. His head snapped back as his entire body was lifted off the ground and he went sailing onto his back. The alicorns lifted him into the air and slammed him back into the ground a few times, trying to weaken him. Doomsday managed to fight back to his feet while Marvel called RD over and shouted to Twilight.

"Twilight! Put an electric resistant barrier around Rainbow!" he called out. Twilight let go of Doomsday's arm an fired her spell at RD, covering her in a shield. marvel then lifted RD over his head and called out-

"SHAZAM!" The lightning bolt struck Rainbow Dash, but thanks to the shield, the energy flowed around her instead of hurting her. Marvel then brought his arm back while aiming the pony right for Doomsday's chest. "Ready to see the world in a matter of seconds?" he asked her with a grin.

"Born ready," she replied, a huge smile on her face. Marvel then threw her at Doomsday as hard as he could, breaking the sound barrier multiple times as she flew not just into his chest, but straight through it, punching a hole in him and sailing off into the distance. Doomsday barely had time to realize what had happened before she came screaming back around the planet and delivered a massive fore hoof to his face, the impact knocking him back over.

"FLUTTERSHY! NOW!" Twilight called out. Doomsday groaned and opened his eyes to find a small yellow pegasus standing on his chest. He went to roar at it but found himself unable to do so. All he could do was gaze into her unforgiving eyes as she stared through his eyes and into his very soul. But as she found out to her horror, there was no soul behind those eyes. Doomsday then roared and pulled against his restraints with all his strength, yanking the ponies holding him off their hooves and sending them crashing into piles of rubble. He then swung his hand out and caught Pinkie by the throat, tossing her off as well. Thanks to her being Pinkie, she managed to survive the impact, but was still knocked for a loop. RD charged Doomsday once again, but this time the behemoth slammed his forehead into her and sent her straight into the ground. The power of Shazam protected her from the lethality of the attack, but she was still down. Applejack met a similar fate as Doomsday lifted her up into the air and slammed her down next to RD, backhanding Marvel away when he tried to interfere. The only ones left standing now were Twilight and Captain Marvel, both of whom were looking at a very angry Doomsday.

"He just doesn't know when to quit, does he?" Twilight panted, her magical energies at rock bottom.

"I hope you had a better plan than this," Marvel muttered, shooting lightning from his hands to try and slow Doomsday's approach. "Because I think you guys made him mad."

"Argh, I didn't want to do it so soon, but we need to use the Elements of Harmony," she growled. "Hold him off while I get the others back up." He nodded as she flew up and threw himself into Doomsdays chest, grabbing his shoulders and tossing him head over heels into the ground. Doomsday rolled with the throw and quickly got back up, charging Marvel. He went to grab the hero, who intercepted by grabbing Doomsday's hands. The two stood there pushing against one another, when a sound to the side of them caused both of them to look. Twilight was standing there with the other five Elements of Harmony, each of whom was already at full power.

"This ends now, Doomsday," she said in a serious voice. "Billy, ready?"

"Ready!" he cried, kneeing Doomsday in the gut and backing up, allowing the ponies to go to work. They each channeled the power of their Elements into their amulets and fired the beam of pure harmonic magic into Doomsday. He roared as the magic began to tear through him, ripping his body apart. Marvel smiled as the princesses landed beside him, knowing that their victory was at hand. Then Doomsday began to move. He summoned all of his strength and took one massive step forward, pushing the beam back a bit. He then took another step forward and another, slowly pushing back the most powerful magic in the land. He then began to run, building up steam as he charged the Element wielders, who were using all their power to try and stop him.

"No!" Celestia and Luna both teleported themselves between Doomsday and the Elements, throwing up a shield to protect them. But it was to no avail as Doomsday barred right through them, knocking them aside, and slammed into the Elements, breaking their spell and sending them each lying in a different direction. Doomsday shot his arm out and grabbed Twilight by the throat, eyes narrowing. marvel flew up behind him and drove his elbow into Doomsday's arm, releasing his grip. He then wrapped his arms around his waist and tossed Doomsday onto the back of his head. Marvel then shot up and kicked Doomsday in the back, sending him skidding across the ground. Doomsday dug his hand into the ground and stopped himself, flipping up right and charging into Marvel, driving his shoulder spike right through his gut and out through his back. Marvel screamed in pain as Doomsday then ripped him off his shoulder and slammed him into the ground, throwing punch after punch into his face. He was blasted off when the three alicorns combined their magic’s on him. He rolled and came back up, leaping into the air and slamming his fists into the ground by their hooves, knocking them all back. He then walked over to the dazed Celestia, lifting his foot up. Marvel turned on the ground and slammed both fists into the ground, causing the ground Doomsday was standing on to suddenly shoot him upwards and across the city. He struggled to his knees while holding his bleeding stomach.

"Billy!" Applebloom cried as she and the others ran over to him, tears forming in her eyes when she saw his injury.

"Get out of here, he's not done," Marvel panted, wincing with every word. Twilight got back up and flew over to him, holding her head.

"What do we do? The Elements of Harmony weren't enough to kill him. What now?" The other ponies had all gathered around him, each of them waiting for his answer. He didn't know what to do. Despite having the wisdom of Solomon, he couldn't think of a plan that would allow them to come out on top. He looked back at them with equally desperate eyes. He could hear Doomsday off in the distance, getting closer. So he came up with a plan, one that wouldn't work, but it was better than nothing.

"Here's the plan. You will try the Elements on him once more. Then, while he's fighting the magic, I'll throw in some of my magic lightning as well. With the combined magic’s, we'll at least hurt him." The ponies all nodded and re-took their positions, each of them believing him. His real plan, however, was to use his remaining strength the fly Doomsday into space. He didn't know if he could or even if the monster would let him, but he had to try.

"Here he comes!" Celestia yelled as Doomsday came charging at them, arms outstretched as he prepared to grab them. Marvel waited, waited for Doomsday to slow down enough so that he could grab him. The CMC and Spike took off as Marvel braced himself, channeling whatever power he had left into his arms.

'It is time.'

Marvel looked to his side and saw the silver mare standing there while looking up at him.

"What do you mean?" he asked her.

'Time to see if you learned anything while you were here,' she replied.

"I have to do this. If I can't stop him here, then all of Equestria will die," he said softly.

'You know your plan won't work.'

"There is nothing else I can do."

'You could trust in your friends and their power, just as they trust in you.'

"Doomsday's too much for them."

'Is he?' She pointed towards the ponies that had gathered up the elemental magic again and fired it into Doomsday's chest, once again burning his skin. But as Marvel looked closer, he realized that the magic wasn't just hurting Doomsday, it was wiping away all of the resistances he had built up. His skin lost it's different colors and the electricity vanished from his body. The pony’s magic was changing him back to normal. But he could also tell that it wasn't enough, that he was still powering through.

"What should I do?" he asked her, only to find that she had vanished. He was on his own. He looked at Doomsday, who was once again pushing through the Elements powers, when something somepony had said came back to him.

'The only pony ya need to listen to is yerself. What do ya think is right?' Those words meant more to him now then they ever had, as they had prevented him from making a terrible mistake. And he also realized what else she was saying. that he needed to make his own choices and that he had to decide for himself. He had finally learned the magic of friendship, that sometimes he'd need help to overcome tougher obstacles. He was no longer alone, he finally had somepony to care about and who also cared about him. But there was still this last hurtle. And he knew that this would be the one he couldn't jump. But he had a job to do. So he flew over to Doomsday and wrapped his arms around him, feeling the magic wash over him.

"Billy, what are you doing?!?" Twilight cried out.

"Keepin my family safe," he said with a small smile. "Keep the Elements power on us at all times, no matter what happens!" he yelled before taking off into the sky with Doomsday in tow. He flew until they reached the center of the thunderstorm that seemed to always circled above him. The magic from the Elements attack was still hitting them, but to his horror he found that Doomsday was already becoming immune. He also realized that his vision was blackening out and that he didn't have much time left. It was time for his trump card, the card that would put an end to this permanently. Doomsday began to thrash about, making Marvel's grip on him weaken with every second. Marvel knew that once he put this plan into play, there would be no coming back. But if he didn't stop Doomsday here, his friends would perish. He could barely keep his eyes open and his strength was all but gone. And he was scared, scared of what awaited him after death. But he had a job to do, a final mission to protect and defend. The Elements of Harmony were trying to turn Doomsday to stone, but his body was adapting to fast and was beginning to push the magic back. So with eyes that had accepted their fate he looked to the sky, feeling the power of the Elements giving him strength. And when he cried out for the word Shazam, seven thunders uttered their voices.

"Shazam! Shazam! SHAZAM!"

KKKKKAAAAABBBBOOOOOOOOMMMMMMM!!

The ponies watched from down below as a massive explosion of rainbow and lightning ripped apart the sky, shaking all of Equestria. Doomsday roared in pain as the lightning super charged the Elements power and turned it into a massive explosion they started to tear him apart. Both Doomsday and Billy vanished in a white light as the power of the Elements covered all of Equestria. When the ponies could finally see again, they looked up to the clear night sky with worry.

"Hold on, I see something!" Spike exclaimed, pointing at a falling object. The ponies all held their breath as the object slammed into the ground. They ran over, praying that it was Captain Marvel. But as they looked into the crater with hope in their hearts, it was only to have that hope fall into despair. In the crater was the stone form of Doomsday, a look of rage carved into his face. The ponies started looking around for Marvel, but Spike knew what had happened.

He was gone.

And Magic Makes it All Complete

Billy's eyes shot open and he sat up straight, his ears still ringing from the sound of the lightning and of the explosion that he had created to stop Doomsday. He had no idea that the Elements of Harmonies magic exploded when combined with magic lightning, but he hoped that his plan had worked. He noticed after looking around that he was back in a place that he hadn't been to in a while. He was in a complete white place, with no objects or other colors in there with him. He stood up and started to look around, waiting for someone to show up.

'Welcome, my young hero.' Billy smiled and turned around, the silver mare standing behind him with what looked like a smile under her hood. 'I have been expecting you.'

"And I figured you'd show up sooner or later," he said in return, looking around. "So, where am I?"

'Beyond," she said simply, holding out a leg to the nothingness around them. 'You are past the mortal plain.'

"So...I died?" he asked her. He looked down at what he hoped was the ground, letting it sink in. He had been willing to give his life, of course, but still...the fact that he had died was hard to comprehend. "Are all the others alright? Was Doomsday stopped?"

'Doomsday was indeed incapacitated and no longer poses a threat to the ponies of Equestria,' she confirmed, allowing him to sigh in relief. 'You saved them.'

"So, what happens now?" he asked her, taking another look around. "Shouldn't I be seeing my family or something like that if I'm dead?"

'Yes, if you were completely dead. However, ponies...or people, in your case, like you are quiet rare in Equestria. I have seen hundreds of worlds with thousands of possibilities and you are one of the few who defended the ponies with your life, even when all seemed lost. Because of your courage and dedication to good, I have decided to give you something that so few in your life have given you.'

"And what would that be? Because I've already got super powers."

'A second chance,' she replied, using magic to open a portal behind Billy. In it he saw the ruins of Canterlot and his friends all around the stone form of Doomsday, each of them crying or hanging their head. 'I have determined that you are indeed worthy of staying in Equestria, to protect these ponies. But that is a choice you must make for yourself.'

"What do mean?" he asked her in some confusion, wondering why she would think he'd want to die. "Why would I want to stay dead if I could go..." His words died in his mouth as he saw a massive gate appear in front of him with golden edges and divine light shining through it.

'If you choose to leave life behind, you will be re-united with your family,' she told him, waving her hoof and showing him an image he had longed for since he was little: his parents. He gazed upon their images with tears in his eyes, holding out his hand to reach for them. Then he stopped and looked back to the ponies that were all weeping for him and closed his eyes, trying to decide what to do. He then opened his eyes with a smile on his face and looked at the silver mare.

"Sorry, but I'm going to decide to go back," he told her, looking back at the image of his family and shaking his head. "I would love nothing more than to be with my mom and dad again, but they died years ago. I have a new family now, one that needs me more than anyone else. So send me back, I have somewhere to be." The silver mare nodded with a smile and closed the portal with his family.

'I knew that you would choose to stay with them, you have too pure a heart to abandon them. Just like the others,' she whispered to herself. 'Before you go Billy, just remember this, you may not have been the hero I wanted to save Equestria, but you proved to be even greater. Enjoy being with your friends, you have earned it.'

"That's great and all, but how do I get back?" he asked, looking around for another portal. "Is there a portal or what?"

'Come now Billy, you already know how to get back,' she teased, vanishing into the background. 'Home is just a word away. You'll be there in a flash of lightning.' Billy smiled at that, knowing what she was implying. He looked up to the sky with a smile on his face and spoke that single word.

"SHAZAM!"

{S}

Spike watched on as the ponies did their best to cope with the loss, feeling his heart ache as well. Celestia and Luna had placed Doomsday's statue under two layers of magic. While they didn't expect him to be able to bust out of the Element's prison, he had done enough in his short time there to warrant extra caution. Rarity and Rainbow Dash were both comforting Sweetie Belle and Scootaloo, both of whom were bawling their eyes out. Applebloom sat off to the side, staring at the sky where the battle had finished. Applejack walked over to try and comfort her sister.

"Applebloom...are ya alright?" she asked. Applebloom didn't answer her, just simply continued to stare at the sky. "Applebloom...he's gone, ya have to accept it."

"He's not dead," she said with confidence, looking her sister in the eyes. Applejack looked into her sister’s eyes and saw that there were no tears, only a look of anger. "After everything that he's gone through, there's no way that he could die."

"Applebloom, we saw him blow up. Nopony, not even him, could survive that. It was the combined powers of the Elements and his own lightning. His own magic! If that didn't do it...where is he?"

"He'll be here, he just probably got lost," she said with a small smirk. "Or there was somepony off to save and he just hasn't come back yet." Applejack looked at her sister with a shake of her head, giving her a quick hug before walking over to the others.

"How is she?" Fluttershy asked.

"In denial. She thinks that Billy is still alive," Applejack said with a frown. "Ah'd like to believe it too...but we all know the truth."

"I still don't think he's dead," Twilight said in a whisper. "He's survived worse, not to mention he's a hero. He'll be here."

"Twilight, we know that you want him to be alive, but look at the facts. He was fighting Doomsday, a creature that almost killed all of us with him here. He could possible beat him and survive. You have to accept it, Billy's-"

"SHAZAM!"

KKKAAAABBBBOOOOOOOMMMMMM!!

All of the ponies shrieked and jumped back as a massive lightning bolt descended right in the center of them. They took cover behind some of the rubble and magic shields as the lightning storm continued. Most of them wondered what could be happening now. All except for Spike and Applebloom, who looked at the lightning with huge grins on their faces. When the lightning finally died down, everypony gasped at the figure they saw standing in the center of where the storm had just been. He had a red shirt with a yellow lightning bolt on it and a massive grin on his face.

"BILLY!" Twilight called out as she rushed towards him, bowling him over with a flying tackle hug and taking him to the ground. The other ponies responded in a similar way, crying out with joy and rushing towards him. The CMC were the next to tackle him and eventually everypony had a turn giving him a death hug. Twilight had to pry Pinkie off to keep her from crushing him with her hug. Finally, Spike and Applebloom were the only ones left who hadn't hugged or spoke to him.

"Glad to see you're alright," Spike said with a massive grin, holding out his fist so that Billy could bump it. "I was really worried about you for a while there. I didn't think that you'd make it back."

"Neither did I. I actually died for a few minutes there," Billy said with a grin, leaving the other ponies to look at him with curious faces. None of them decided to question it though and went back to hugging him.

"Ah wasn't worried in the least," Applebloom said, wiping away a tear. "Ah knew that ya make it back. Ah'd kill ya if ya somehow didn't come back."

"Glad to see that you were worried," Billy laughed, grabbing both her and Spike and giving them a hug. Spike hugged him back while Applebloom's face turned red, but she too returned the hug.

"How did you survive that?" Rarity asked, everypony gathering around to hear his tale. He wanted to answer them, but the silver mare had only revealed herself to him. That probably meant that she didn't want the others to know about her, at least not yet.

"Well, fortunately for me, the power of SH-...the word I use, I was able to survive the explosion, although I did get knocked into Wonderland for a while. But as you can see, I'm alright."

"That's all I needed to hear," Twilight said with a smile, hugging him once again. Billy sighed and looked over at the stone form of Doomsday, whose eyes seemed to be watching them despite still being in stone. Twilight followed his gaze and narrowed her eyes at Doomsday. "So, what should we do with him?"

"You should put him in your yard," Billy said with a weak laugh. "He'd make an interesting conversation piece." The ponies all chuckled at that and continued to hug him. Celestia let out a sigh of relief and started to raise the sun. As the golden rays struck the destroyed city, it pained her to see what had happened to her home. But as she looked down at the child that had helped them not only in their time of need, but also everyday he had been here, it made her feel a little bit better. Celestia walked over to the edge of the city, looking down on the new day. She knew that it was going to be a good one.

{S}

"You sure you want me to do this Twilight," Billy asked Twilight, who nodded excitedly. A few weeks had passed since Doomsday was defeated and Equestria was still hurting from the after effects. Ponies had finally managed to repair Ponyville to its former glory, but Canterlot would take a month to be repaired, even with magic. Billy had been helping repair as much as he could as Captain Marvel, but today Twilight had called him back to the library for something important. "Alright, if you insist." Billy sat down at the desk and held the feather that Twilight had given him and began to write on the parchment there.

Dear Princess Celestia,

Over the past few weeks that I've been here I have learned not just a lot about friendship, but family and responsibility as well. I used to try to do everything by myself and fought all my battles on my own, keeping others distant because I wasn't just afraid of them getting hurt, but because I was afraid I'd get hurt in the process if I lost them. However, ever since I arrived here, the ponies of Equestria have come more and more into my life, whether I wanted them to or not. I've learned that I was actually weaker by myself than I was with others. That my friends make me stronger. Twilight, Spike and all my other friends give me strength. That friendship is the greatest magic.

"That look good enough for you?" Billy asked with a grin, tossing her the parchment. She caught it with her magic and looked it over, crossing out a few things while scribbling on it.

"Looks pretty good," she said with an approving nod. "Now we just need to go get Spike for him to send it," she said, opening the door and heading out.

"It would be faster if I just flew it there," he offered, following her outside. He waved hi to Doomsday as they passed his statue, smiling at the fact that Twilight had done as he had suggested and turned him into a lawn gnome, complete with a red, pointy hat. She told him that he kept the animals away at night.

"No, you've been working for nearly three days straight repairing Canterlot. You need to rest," Twilight ordered. Billy looked around at all the ponies as they walked through the streets. Almost all of them waved to him as he passed and he waved in return. It was weird. He remembered it was only a few weeks ago when he felt alienated from all the other ponies. But now they welcomed him with open arms. It was nice.

"Hey, isn't that Spike and Applebloom?" Twilight asked, snapping him out of his thoughts. He looked into the distance and found that she was right, both Spike and Applebloom were running towards them. "They look upset, I wonder if something’s wrong? Spike, Applebloom, is something the matter?"

"A-alien!" Spike yelled out as he tried to catch his breath,

"In...the center of town!" Applebloom finished for him, panting equally as hard.

"An alien? What would an alien be-?"

"SHAZAM!"

Twilight and the others shielded their faces as Billy turned into Captain Marvel. He shot into the air and flew to the center of the town, Twilight flying behind him, levitating the two children behind her. The moment Marvel reached the center of the town, he came flying down to the ground and landed fist first, causing a shockwave and letting the alien know what it was up against. Twilight landed far behind him, waiting for the battle to ensue. Captain Marvel looked up from the ground towards the alien...who was sitting in a chair outside of a restaurant drinking tea. He smiled when he saw Marvel and floated to his feet.

"Hello Billy. It has certainly been awhile," it said to him. A massive smile spread on Marvel's face and he flew over to the alien and gave him a massive hug.

"J'onn!" Marvel said with a smile. "It has been way to long! I'm glad to see that you're alright. I heard the Watchtowers alarm go off right before I was teleported. What happened?"

"Only Luthor, but everything is under control now," J'onn said with a smile, phasing through Marvel's hug. "I am equally glad to see that you are alright. After the transported exploded, I had no idea what happened to you. My telepathy could not reach you and you were not answering your com."

"Uh, yeah. I may have forgotten to put that on," Marvel said with a shamefaced grin, placing his hand over his face. Spike and Applebloom walked over to them, with Twilight following close behind.

"You know him?" Applebloom asked him, looking at J'onn with a curious expression.

"Yep. He's a member of the Justice League, just like me," Marvel said with a grin. "So, what brings you to these parts?"

"Well, I came to see if you completed your mission...or if you were still alive," J'onn said with a smile. "Since you are alive, that means that your mission was a success. So...where is Doomsday?"

"We're using him as a lawn gnome," Marvel said with a massive grin, pointing towards the library. "He really keeps the birds away."

"You're using one of the most powerful and evil creature in existence as a lawn ornament?" J'onn asked with a smile on his face. "It is a fitting fate for him."

"I know. Want to go see him?" Marvel asked with a grin. J'onn nodded and the two of them flew over to where Twilight kept Doomsday, with Twilight and the other two flying after them.

"I have to admit, that is pretty funny," J'onn said with a smirk when he saw Doomsday frozen in stone. "This will make it a lot easier to return him home." J'onn used his telepathy to pick the stone form of Doomsday up and floated him over. He then pressed a finger to his ear and said that he was ready. There was a loud explosion and a tear in space appeared, followed by a swirling vortex.

"Wow, haven't seen a boom tube in a long time," Marvel said with a whistle. J'onn floated over to the portal and then turned back, holding out a hand to Marvel.

"Billy, it is time to go."

"What!? Yer leaving?" Applebloom yelled as both she and Spike ran up to him.

"Well, yeah. My whole mission was to bring in Doomsday and I've accomplished that," he said softly, not looking at either of them. "It's time for me to go."

"No, ya can't!" Applebloom yelled, wrapping herself around one of his legs. "Ah won't let ya go!"

"Me neither!" Spike yelled as well, wrapping himself around Billy's other leg. "You've only been here a few weeks. There's so much more you have to see! Nightmare Night! Winter Wrap Up! You can't go."

"I'm sorry guys," Marvel said softly, gently pulling the both of them off of him and putting them on the ground. "But I have to go. My world...it needs me. If I'm not there to fight evils such as Black Adam, the whole world could be destroyed. Please, you guys have to understand," he said softly, looking to Twilight for support. Her eyes were filled with tears, but she nodded, showing him that she understood. Spike and Applebloom both started to cry again and wrapped themselves around his legs, begging for him not to go. While they were trying to persuade them, J'onn had been reading their minds the entire time and was smiling to himself at what he had found. There was...happiness in Billy's mind, a happiness that J'onn had never seen there before. Billy hadn't just found out more about himself like he had predicted, he had found a home and a family. This was where he belonged now.

"I have read your minds and noticed that this place seems to be constantly under attack," J'onn said to them, turning their attention towards him. "The Justice Leagues job is to protect all beings and worlds, not just our own. But it seems that you ponies do not have someone capable of protecting you from very dangerous threats. But we might have someone who could stay and protect you," he said with a grin, smiling at Marvel.

"You want me to stay here?" Marvel asked in disbelief. "But...what about the League? What about Black Adam?"

"If there is ever a need to call you in, we will. But you have clearly found what you were looking for here," J'onn said, motioning to the ponies and dragon behind him. "So will you stay?" Marvel looked behind him at Spike and Applebloom, both of whom were nodding their heads vigorously. He smiled at them and then looked behind them to Twilight, who simply had a smile on her face.

"I don't know...they can be a pain to live with some times," he said, putting his hand on his chin and started to think. Then he smiled at the ponies. "Sure, I'll stay." Applebloom and Spike both cheered and tackled Captain Marvel. Twilight et a tear run down her face and walked over, smiling up at him as well. J'onn watched all this with a smile before turning into the boom tube with Doomsday.

"I am happy for, Billy. Looks like you found your family after all." J'onn turned and took Doomsday with him, leaving the four alone to celebrate. Marvel watched as the tube closed, smiling to himself as he did so.

{S}

Six months later.

The birds were chirping and the bees were buzzing on a warm spring morning as a dragon and human boy came bursting out of tree house, running for their lives from an enraged alicorn, who had found all her books rearranged in no particular order all over her home. As she chased them through the town’s streets, the boy noticed how much better everything had become. The buildings had all been repaired, the town had received funding to improve upon its defenses and the ponies had gone back to their normal lives. All of the ponies waved as they ran by, some of them telling to run faster or that she was gaining on them. He was about to comment to the dragon about how nice things had become when both him and Spike were flipped upside down and lifted into the air by Twilight, who caught up them huffing.

"Alright boys, now that I've caught you, we're going to go home and the two of you are going to fix what you did to my library. Are we clear?" she said in a dangerous tone with a small giggle.

"Yes Ma'am," they both said at once. Twilight smiled and dropped the both of them, turning around and starting to head back to the house. Billy and Spike started to talk about what they were going to do next time when Spike burped up a scroll of parchment. Twilight grabbed it and quickly read it with a frown.

"They need you," she said to Billy. He nodded and closed his eyes as Twilight started up the teleportation spell. when he opened them again, he found himself on a balcony overlooking Canterlot. it too had recovered well in the past few months, all sighs of the damage gone. But his current attention was focused on the two princesses that stood there waiting for him.

"Hello, Billy," Luna said with a smile.

"What's up? Why'd you guys call?" he asked, looking around for any sign of trouble.

"There is a report of some kind of strange creature attacking a town in the east. We thought we should call you in," Celestia explained. Billy nodded and started to walk back into the building.

"So, how's everything going?" he asked them as he turned around and crouched down.

"The ponies are trusting us again, but that was only after we stopped that Ursa Minor attack," Luna said with a sigh.

"That's good to hear, but like you said, there are ponies that need me. So," he sprinted towards the edge of the balcony and jumped onto the ledge, pushing himself off and jumping over to the streets below. As soon as he began to fall, he let a smile cross his face as he said,

"SHAZAM!"

------------------------

On top of a hill that sat on a bleak and deserted wasteland stood a tall tower, a bleak beacon in a sea of barren land. The tower was greyish in color and had no windows, nor any entrances. The tower had one chamber, that was on the highest floor, that within it sat six pedestals, each of which stood under a broken window. For years these pedestals remained empty, until now.

KKKKAAAAABBBBOOOOMMMMM!!

A massive bolt of lightning came down and struck one of the pedestals, causing years’ worth of dust to be blasted off in an instant. Once the dust had cleared, a new object could be seen sitting on top of the pedestal. It was a golden crown, with gems and jewels in it that nopony had ever seen. and in the center of the crown was a single golden lightning bolt, that made the crown hum with electricity. Nopony saw this, for the land had been deserted years ago, except for a single mare, who sat in the center with her silver eyes, watching as the crown appeared.

'The first one has been found and by a worthy candidate as well.' She vanished into the air, leaving the crown alone in the room, a room that was in a tower in a deserted wasteland. But her voice still echoed over the room. ‘But I still do not know if the others will be so willing to help.’

Author's Notes:

And that's all folks! Hoped all of you enjoyed the story and thanks to all who read it. I'll get straight to what you all want to know and whose going to be the star in the next story. But I'm not going to tell you anything, Haha! Oh, are all of you anrgy? I can see it, you're all so angry that you're turning green and look like you want to smash me. Maybe you'll have the chance, but we'll save that for the next story. Until then, onomonopia...AWAY!