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