The entirety of Canterlot shook as Doomsday and Captain Marvel collided in the center of the city, blasting apart the street and all buildings that were still standing. Marvel swung his right fist into Doomsday's face, but the monster retaliated with his own punch to side of the head, knocking Marvel to the ground. Marvel coughed up blood and had weakly pushed himself back to one knee when Doomsday grabbed the back of his head and swung him over his head, driving him face first into the ground. He lifted his foe into the air again and slammed him back down, driving the hero through the ground into the lower levels. Marvel landed in a fountain, his body shattering the side and letting the water flow into the streets. He groaned weakly and looked up in time to see two giant feet slam into his chest, crushing his lungs. Marvel placed both hands underneath Doomsday's feet and started to push up, trying to throw Doomsday off of him. Doomsday lifted his foot of and slammed it back down into Marvel's chest, forcing him to cough up more blood. When Doomsday went to stomp him again, he rolled out of the way and sprung up behind Doomsday, channeling his power into his hands and letting loose a torrent of lightning into his side. Doomsday's body absorbed the lightning and channeled it through his body, pumping its power into his muscles. Marvel watched in horror as Doomsday got even bigger and turned towards him with a growl. Faster than Marvel thought possible, Doomsday rushed towards him and delivered a heavy hook to his face, tossing him across the ground.

"Impossible, my lightning no longer works on him," Marvel muttered in disbelief as Doomsday marched towards him, lightning flowing through his veins. Doomsday roared again and charged Marvel, grabbing him when he tried to fly back and slammed him into the ground, pulling him from the concrete and slamming him again and again. Marvel kicked him in the face with his other leg, forcing him to release his grip. Marvel then flew right into Doomsday's gut and threw him across the city into the castle courtyard.

He threw himself towards where Doomsday had landed, landing in the courtyard. Doomsday had shattered a number of statues, which Marvel started to use as weapons. Doomsday picked up the statues in return and threw them Marvel, who shattered them with a punch. "It will take more than stone to defeat me!" he said with a grin, which quickly turned to a frown when Doomsday pulled out a massive chunk of the garden and threw it right into his face, knocking him onto his back. "Ugh, but that'll do it." Doomsday grabbed him by the leg again and threw him into the side of the massive castle, cracking the stone exterior. Marvel didn't even have time to react as Doomsday slammed into him, driving the both of them through the wall and multiple floors, until they came to a stop at the uppermost chamber. He slammed into the roof and fell to the floor, shaking his head and looking around to see where he had landed.

"This...is incredible," he muttered to himself, standing up and looking around. Marvel was in a room filled with multiple stain glass windows, each of them showing different times that the princesses or the ponies saved Equestria from different events. The fall of a dark pony, Spike holding a crystal heart; so many different images. Marvel would have liked to look at them for a while, but Doomsday picked that moment to slam into his back and drive him into the wall. Marvel spun around and kicked him off, but Doomsday went back into one of the windows, shattering it. Hundreds of glass shards that were previously a beautiful picture rained down on Doomsday, irritating him. Doomsday charged forward and plowed into Marvel, driving the both of them through the window of the six Elements saving Equestria and they fell through the skies back into the streets below. Marvel landed on an empty carriage whereas Doomsday landed headfirst into a shop. Marvel rolled of the carriage and struggled back to his feet while Doomsday came bursting out of the store, looking around for Marvel.

"This isn't good, I can barely stand," Marvel muttered to himself as he got up, looking down at his numb hands. He could barely feel his body and he knew that he had some internal bleeding. And with his lightning powers no longer able to hurt Doomsday, he knew that this fight was almost over. He had reached his limit, whereas Doomsday was still going strong. Doomsday had spotted him and was beginning to walk towards him, barely hurt at all and any wounds he had suffered were already healing. Marvel dug down and gathered his last bit of courage and clenched his fists. "But if I go down, I'll go down swinging." Marvel let out a cry as he ran towards Doomsday, not even strong enough to fly. He drove his fist into Doomsday's gut, barely fazing him. He then jumped up and drove an elbow into the back of doomsday's head, causing the beast to slightly bend over. Marvel staggered a bit back as Doomsday looked up at him, a small smile on his face.

"RRRRROOOOOAAAAAARRRR!" Marvel didn't even see Doomsday's fist move as it was driven into the side of his head, sending him flying through the air. He landed on his back in the center of a street, watching the stars as they circled around his head. Doomsday lept into the air and came down shoulder first into Marvel's chest, knocking the wind out of him. Marvel couldn't even resist as Doomsday reached down and pulled him out of the ground, holding him up by his throat and glaring at him, bringing one spiked fist back. Marvel couldn't move, he didn't have the strength, so he could only brace himself for the pain. Doomsday swung his fist into Marvel's stomach, the spikes going through his suit and tearing into his gut. Marvel cried out in pain as Doomsday brought the fist back and drove it into him again.

{S}

Down in the town of Ponyville, the last of the trains filled with the ponies from Canterlot had arrived. The ponies on board came out of the train literally crying and hugging one another, glad that they had managed to survive. Celestia and Luna were showing them were to go for medical aid and to find family members. Twilight and the other Elements were helping ponies into camps they had set up for the survivors, while the CMC ran back and forth gathering supplies. Spike sat off by himself at the station, looking up at the burning city of Canterlot with fear. He had been keeping tags on the battle, only able to keep his fear surprised by the lightning bolts that told him Billy was still fighting. But he hadn't seen any on nearly two minutes and his nerves were beginning to get to him.

"...ggggrrrrraaahhhhhhh..." Spike's heart dropped when he heard the scream. That was Marvel's voice he heard and it was him crying out in pain. He shot off of the bench as fast as he could and sprinted down the street, past all of the ponies that were taking refuge in Ponyville. He knocked over Scootaloo has he ran, searching franticly until he found Twilight helping heal a colts wounds.

"TWILIGHT! We need to get back to Canterlot! Billy's..." He looked into Twilight's face, realizing that she already knew and was fighting back tears.

"We can't Spike, remember what Billy said? Doomsday's too strong," she said weakly, turning her attention back to the foal.

"But he could die!" Spike protested. Twilight then turned on him with such a look of rage in her eyes that Spike nearly jumped out of his scales.

"YOU THINK I DON'T KNOW THAT? YOU THINK THAT I HAVEN'T BEEN SITTING HERE WORRIED OUT OF MY MIND?!" She realized that she was yelling and turned her head away from him, tears falling down her faces. "Besides, we don't stand a chance against Doomsday." Spike looked at her for a minute, seeing the defeat in the eyes of one of the strongest ponies he knew. Then he frowned and walked up to her with a look of determination on his face.

"I'm going to help him," he said. It wasn't a question, it was a statement. Twilight looked over to him with disbelief in her eyes.

"Are you crazy? You don't stand a prayer against Dooms-"

"And neither does Billy," Spike said, cutting her off mid-sentence. "But yet he's still up there, buying us time to get all these ponies out of here while he gets himself killed. But I won't let him go down alone. He's spent all of his life alone, I don't want him to die thinking that nopony cares about him. Whether or not you approve, I don't care. All I need to know is that my friend is in danger and I'm not there helping him." Twilight looked at the young dragon that stood defiant in front of her in a way she never had before. Spike usually ran away from trouble and couldn't be bothered to get up in the morning. But now he was willing to go into battle against a creature that couldn't be stopped. She stared in awe for a minute before a small smile crossed her face.

"You've grown so much Spike," she said in a whisper. "And you really care for your new friend, don't you?"

"So do you Twilight," Spike responded. "So how about we get the others and see if we can show Doomsday what happens when you mess with the ponies of Equestria." Twilight didn't admit it, but she was afraid of Doomsday and his power. But she also knew that Spike was right about her caring for Billy, he was like a son to her. And as she looked up to the eerily calm Canterlot, she knew that he needed help.

"You're right Spike. Let's go help our friend," she said with a grin, her old determination firing up in her eyes. Spike smiled with joy and hopped onto her back as she took off into the sky, flying in the direction of the other Elements and princesses. She circled them twice and landed in the center of them, signaling for them to all circle around.

"What's wrong Twilight?" Rainbow asked. "Has Billy...?"

"No, but he probably won't last much longer," she said grimly, causing the ponies to look at each other with worry. "But we're going to make sure that he comes back home."

"How are we going to do that?" Fluttershy asked. The others agreed with her, each asking what she had in mind.

"We're going to fight Doomsday." All of the ponies up roared at this, each voicing their opinion of why this was a bad idea. But Twilight cut them all off with a look. "Look, how many times has Billy saved our lives now? Five, six times? Not only do we owe him...but he's part of our family and world now. We chose to let him into our lives and in turn he let us into his. And now is when he needs us the most and we're not there for him. Well that's going to change. We're going to help him, even if we don't stand a chance against Doomsday." The ponies all looked at her with unsure eyes. They were willing to follow Twilight into any situation, but this seemed like suicide. Then one of them stepped forward with determination in her eyes.

"Ah'm willing to go," Applebloom said. "And before any of ya say no, Billy's mah friend too and he need our help. Ah say we go," she said holding out her hoof. Her friends also walked over and put their hooves in as well.

"If yer willing to go, then ah will to," Applejack said, placing her hoof on top of her sisters.

"I-I’ll go too," Fluttershy said in a whisper, gently placing her hoof on the others.

"I agree. It would be the ultimate act of ugliness to turn our backs on our friend," Rarity agreed, placing her hoof on the others.

"Billy's out friend and I never back out on my friends," Pinkie said with passion, slamming her hoof onto the others.

"And as the Element of Loyalty, there's no way I could let you do this without me," Rainbow Dash agreed, placing her hoof with the others. Twilight looked at her friends with pride in her eyes and placed her hoof in with the rest of them, causing their Elements to all glow in unison.

"We will come too, Twilight," Celestia said. "We have fought Doomsday before and know how he fights."

"Thank you, princesses. No everypony gather around, I've got a plan."

{S}

Marvel lifted Doomsday over his head and threw him as hard as he could, which in his weakened state, wasn't that far at all. Doomsday barely even left the ground and he dug his feet into the concrete to slow his velocity. The moment he could move forward, he charged the weak hero and punched him up into the air, watching as he came back down a few feet away. Marvel shakily tried to push himself back to his feet, barely able to see past his blackening vision. His cape was torn apart and his hood was red with his blood, which was starting to get in his eyes. His suit was torn and he couldn't feel his left arm. He looked through one eye as Doomsday started to march to him, grinning maliciously. Marvel finally pushed himself back to his feet and prepared himself for his last stand. Doomsday walked right up to him and lifted both arms over his head, while Marvel lifted both of his arms the best he could to protect himself.

KKKAAAABBBOOOOOMMM!!

Both Marvel and Doomsday jumped when they heard the sonic boom, a sonic boom which then rammed itself into Doomsday. Despite being one of the more powerful creatures known to many, he wasn't ready for the attack and it knocked his back. Marvel looked on in confusion until he saw that it had been Rainbow Dash that had rammed into Doomsday. While her attack had succeeded in knocking the monster back, she had also stunned herself in the process. She groaned and rubbed her head as Doomsday got back to his feet, roaring and heading for the pegasus. Before he could get to her, two beams of magic, one purple, one red, wrapped themselves around Doomsday's arms and stopped his forward momentum. He roared and rage and tried to swing his arms, but two more tendrils of magic, this time black and blue, grabbed on as well. Marvel looked behind Doomsday to find...

"Twilight?" he asked in disbelief. Twilight was holding onto Doomsday with all her might, but she still gave him a quick wink. Then, with the combined powers of Celestia, Luna and Rarity, they all lifted Doomsday into the air and tossed him away. When he was gone, she then rushed over to Marvel.

"Are you okay?" she asked, using her magic to help him stand.

"Not really," he said with a bit of a laugh that turned into a coughing fit. "Why did you come back here? I told you that Doomsday is too strong for you."

"I know, but a little dragon told me that we shouldn't abandon our friends," she said with a smile, moving her head towards Spike, who stood with three fillies off behind cover.

"We?" Billy asked. Then he saw them, all of the other ponies. Applejack, Rainbow, Pinkie and even Fluttershy had all come to help him, even the CMC were there. He didn't know what to say at first, all he could do was look at Twilight in confusion. "But why'd you come back? Your magic's no match for him."

"Because we're family," she told him with a smile. "And family, along with friendship, is the ultimate magic, just like I told you before." Marvel looked around at all the ponies, all of those who had come to his aid and something clicked in his mind. The silver mare had told him in order to defeat the oncoming threat, he would need the ultimate magic. But try as he might, he had never been able to find it on his own. And that was it. He couldn't find the magic in his own because the magic was something more than just a power source. The magic he had been missing was his friends and family, those who would fight with him against the worst of foes. And all this time he had been trying to do everything by himself. He gently pushed Twilight back and called down the power of Shazam twice, restoring Captain Marvel. He stood up and looked around at all the ponies who were now looking to him.

"I normally don't like others to fight with me," he said with a frown, which then turned into a smile. "But I'll make an exception this once. If we're going to beat Doomsday, we need a plan."

"I've already got one," Twilight said with a grin, pulling some parchment out of her bag. "The alicorns will keep Doomsday busy by shooting at him from a distance, keeping his attention split. Pinkie will bug him up close since she's the only one who can avoid getting caught. Billy, you're the tank. Think you can wear him down enough while we distract him?"

"Of course, I'm not called a marvel for nothing," he said with a grin.

"Rainbow Dash, keep hitting him, but back off once he turns his attention to you. You'll be double teaming him with Billy."

"On it," Rainbow Dash said a bit woozily. Twilight was about to give out her next order when Doomsday roared and lept into the air, going shoulder first towards the ground. Marvel shot up and drove his knee into the creatures jaw, knocking him off course and sending him crashing into the ground below.

"Ponies, let's get this plan in motion. Today, we prevent a Doomsday." The ponies all cried out and raced into their positions. Pinkie jumped into the air while giggling and landed right on Doomsday's face. He roared and brought his fist up to punch her off, but she vanished and he ended up hitting himself in the head. When he staggered back, Rarity channeled her energies into the ground and made a fissure of diamonds come out of the earth, the magic infused crystals piercing Doomsday. He growled and started to break free when a torrent of magic started bombarding him. The three alicorns were unloading every last ounce of their magic into him, keeping him stunned for the heavy hitters.

"You two," Marvel called out to Applejack and Rainbow Dash. "Come here." When they had, he grabbed each of their hooves and concentrated, letting some of his strength flow into them. Both of them gasped as they felt the power course through their bodies. Rainbow found that she could now fly as fast as Marvel, while Applejack now had the strength of Hercules. "Now these power-ups are only temporarily, so be careful."

"Ha, I need only ten seconds to deal with him," RD said with a chuckle, flying right up to Doomsday and punching him in the head. His head moved a little and he tried to bite RD, who simply moved out of the way for Applejack to come in with a flying apple buck. Her back hoof connected with Doomsdays face and he felt it. His head snapped back as his entire body was lifted off the ground and he went sailing onto his back. The alicorns lifted him into the air and slammed him back into the ground a few times, trying to weaken him. Doomsday managed to fight back to his feet while Marvel called RD over and shouted to Twilight.

"Twilight! Put an electric resistant barrier around Rainbow!" he called out. Twilight let go of Doomsday's arm an fired her spell at RD, covering her in a shield. marvel then lifted RD over his head and called out-

"SHAZAM!" The lightning bolt struck Rainbow Dash, but thanks to the shield, the energy flowed around her instead of hurting her. Marvel then brought his arm back while aiming the pony right for Doomsday's chest. "Ready to see the world in a matter of seconds?" he asked her with a grin.

"Born ready," she replied, a huge smile on her face. Marvel then threw her at Doomsday as hard as he could, breaking the sound barrier multiple times as she flew not just into his chest, but straight through it, punching a hole in him and sailing off into the distance. Doomsday barely had time to realize what had happened before she came screaming back around the planet and delivered a massive fore hoof to his face, the impact knocking him back over.

"FLUTTERSHY! NOW!" Twilight called out. Doomsday groaned and opened his eyes to find a small yellow pegasus standing on his chest. He went to roar at it but found himself unable to do so. All he could do was gaze into her unforgiving eyes as she stared through his eyes and into his very soul. But as she found out to her horror, there was no soul behind those eyes. Doomsday then roared and pulled against his restraints with all his strength, yanking the ponies holding him off their hooves and sending them crashing into piles of rubble. He then swung his hand out and caught Pinkie by the throat, tossing her off as well. Thanks to her being Pinkie, she managed to survive the impact, but was still knocked for a loop. RD charged Doomsday once again, but this time the behemoth slammed his forehead into her and sent her straight into the ground. The power of Shazam protected her from the lethality of the attack, but she was still down. Applejack met a similar fate as Doomsday lifted her up into the air and slammed her down next to RD, backhanding Marvel away when he tried to interfere. The only ones left standing now were Twilight and Captain Marvel, both of whom were looking at a very angry Doomsday.

"He just doesn't know when to quit, does he?" Twilight panted, her magical energies at rock bottom.

"I hope you had a better plan than this," Marvel muttered, shooting lightning from his hands to try and slow Doomsday's approach. "Because I think you guys made him mad."

"Argh, I didn't want to do it so soon, but we need to use the Elements of Harmony," she growled. "Hold him off while I get the others back up." He nodded as she flew up and threw himself into Doomsdays chest, grabbing his shoulders and tossing him head over heels into the ground. Doomsday rolled with the throw and quickly got back up, charging Marvel. He went to grab the hero, who intercepted by grabbing Doomsday's hands. The two stood there pushing against one another, when a sound to the side of them caused both of them to look. Twilight was standing there with the other five Elements of Harmony, each of whom was already at full power.

"This ends now, Doomsday," she said in a serious voice. "Billy, ready?"

"Ready!" he cried, kneeing Doomsday in the gut and backing up, allowing the ponies to go to work. They each channeled the power of their Elements into their amulets and fired the beam of pure harmonic magic into Doomsday. He roared as the magic began to tear through him, ripping his body apart. Marvel smiled as the princesses landed beside him, knowing that their victory was at hand. Then Doomsday began to move. He summoned all of his strength and took one massive step forward, pushing the beam back a bit. He then took another step forward and another, slowly pushing back the most powerful magic in the land. He then began to run, building up steam as he charged the Element wielders, who were using all their power to try and stop him.

"No!" Celestia and Luna both teleported themselves between Doomsday and the Elements, throwing up a shield to protect them. But it was to no avail as Doomsday barred right through them, knocking them aside, and slammed into the Elements, breaking their spell and sending them each lying in a different direction. Doomsday shot his arm out and grabbed Twilight by the throat, eyes narrowing. marvel flew up behind him and drove his elbow into Doomsday's arm, releasing his grip. He then wrapped his arms around his waist and tossed Doomsday onto the back of his head. Marvel then shot up and kicked Doomsday in the back, sending him skidding across the ground. Doomsday dug his hand into the ground and stopped himself, flipping up right and charging into Marvel, driving his shoulder spike right through his gut and out through his back. Marvel screamed in pain as Doomsday then ripped him off his shoulder and slammed him into the ground, throwing punch after punch into his face. He was blasted off when the three alicorns combined their magic’s on him. He rolled and came back up, leaping into the air and slamming his fists into the ground by their hooves, knocking them all back. He then walked over to the dazed Celestia, lifting his foot up. Marvel turned on the ground and slammed both fists into the ground, causing the ground Doomsday was standing on to suddenly shoot him upwards and across the city. He struggled to his knees while holding his bleeding stomach.

"Billy!" Applebloom cried as she and the others ran over to him, tears forming in her eyes when she saw his injury.

"Get out of here, he's not done," Marvel panted, wincing with every word. Twilight got back up and flew over to him, holding her head.

"What do we do? The Elements of Harmony weren't enough to kill him. What now?" The other ponies had all gathered around him, each of them waiting for his answer. He didn't know what to do. Despite having the wisdom of Solomon, he couldn't think of a plan that would allow them to come out on top. He looked back at them with equally desperate eyes. He could hear Doomsday off in the distance, getting closer. So he came up with a plan, one that wouldn't work, but it was better than nothing.

"Here's the plan. You will try the Elements on him once more. Then, while he's fighting the magic, I'll throw in some of my magic lightning as well. With the combined magic’s, we'll at least hurt him." The ponies all nodded and re-took their positions, each of them believing him. His real plan, however, was to use his remaining strength the fly Doomsday into space. He didn't know if he could or even if the monster would let him, but he had to try.

"Here he comes!" Celestia yelled as Doomsday came charging at them, arms outstretched as he prepared to grab them. Marvel waited, waited for Doomsday to slow down enough so that he could grab him. The CMC and Spike took off as Marvel braced himself, channeling whatever power he had left into his arms.

'It is time.'

Marvel looked to his side and saw the silver mare standing there while looking up at him.

"What do you mean?" he asked her.

'Time to see if you learned anything while you were here,' she replied.

"I have to do this. If I can't stop him here, then all of Equestria will die," he said softly.

'You know your plan won't work.'

"There is nothing else I can do."

'You could trust in your friends and their power, just as they trust in you.'

"Doomsday's too much for them."

'Is he?' She pointed towards the ponies that had gathered up the elemental magic again and fired it into Doomsday's chest, once again burning his skin. But as Marvel looked closer, he realized that the magic wasn't just hurting Doomsday, it was wiping away all of the resistances he had built up. His skin lost it's different colors and the electricity vanished from his body. The pony’s magic was changing him back to normal. But he could also tell that it wasn't enough, that he was still powering through.

"What should I do?" he asked her, only to find that she had vanished. He was on his own. He looked at Doomsday, who was once again pushing through the Elements powers, when something somepony had said came back to him.

'The only pony ya need to listen to is yerself. What do ya think is right?' Those words meant more to him now then they ever had, as they had prevented him from making a terrible mistake. And he also realized what else she was saying. that he needed to make his own choices and that he had to decide for himself. He had finally learned the magic of friendship, that sometimes he'd need help to overcome tougher obstacles. He was no longer alone, he finally had somepony to care about and who also cared about him. But there was still this last hurtle. And he knew that this would be the one he couldn't jump. But he had a job to do. So he flew over to Doomsday and wrapped his arms around him, feeling the magic wash over him.

"Billy, what are you doing?!?" Twilight cried out.

"Keepin my family safe," he said with a small smile. "Keep the Elements power on us at all times, no matter what happens!" he yelled before taking off into the sky with Doomsday in tow. He flew until they reached the center of the thunderstorm that seemed to always circled above him. The magic from the Elements attack was still hitting them, but to his horror he found that Doomsday was already becoming immune. He also realized that his vision was blackening out and that he didn't have much time left. It was time for his trump card, the card that would put an end to this permanently. Doomsday began to thrash about, making Marvel's grip on him weaken with every second. Marvel knew that once he put this plan into play, there would be no coming back. But if he didn't stop Doomsday here, his friends would perish. He could barely keep his eyes open and his strength was all but gone. And he was scared, scared of what awaited him after death. But he had a job to do, a final mission to protect and defend. The Elements of Harmony were trying to turn Doomsday to stone, but his body was adapting to fast and was beginning to push the magic back. So with eyes that had accepted their fate he looked to the sky, feeling the power of the Elements giving him strength. And when he cried out for the word Shazam, seven thunders uttered their voices.

"Shazam! Shazam! SHAZAM!"

KKKKKAAAAABBBBOOOOOOOOMMMMMMM!!

The ponies watched from down below as a massive explosion of rainbow and lightning ripped apart the sky, shaking all of Equestria. Doomsday roared in pain as the lightning super charged the Elements power and turned it into a massive explosion they started to tear him apart. Both Doomsday and Billy vanished in a white light as the power of the Elements covered all of Equestria. When the ponies could finally see again, they looked up to the clear night sky with worry.

"Hold on, I see something!" Spike exclaimed, pointing at a falling object. The ponies all held their breath as the object slammed into the ground. They ran over, praying that it was Captain Marvel. But as they looked into the crater with hope in their hearts, it was only to have that hope fall into despair. In the crater was the stone form of Doomsday, a look of rage carved into his face. The ponies started looking around for Marvel, but Spike knew what had happened.

He was gone.