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.