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?"