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.