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."