//------------------------------//
// Sonic's Fear 
// Story: Sonic and Equestria Girls 
// by SonicAKG 
//------------------------------//

What Sonic Fears

It was midday Saturday at Canterlot Highschool, and it was quite a busy one. CHS was hosting a school fair in order to fundraise new projects at the school such as improving the music equipment, cafeteria service, more funding for extracurricular activities, etc. Many people from all around the town were there and had good reasons to be. CHS went all out with the event. They had activities such as a bounce house booth run by Pinkie, Tails, and Manic. Well at least by Manic, and Tails as Pinkie was in the bounce house with all the other people who were in it as well.

"Shouldn't we charge her for using that?" Tails asked as the two of them watched Pinkie jump and down.

"Weeeeeeeeeeee!!!!!" Pinkie yelled in delight as she bounced.

"We will. But when this is all over. And double in exchange for us covering for her." Manic answered with a grin.

Rarity was in charge of the face/body painting activities along with Fluttershy, and Sunset. Rarity, and Fluttershy were doing the painting while Sunset was keeping track of the money. 

"I just love this!" Rarity exclaimed as she was face painting a young customer with red and blue jewels over her face. "I'm getting paid to do makeup!"

"You're not the only one." Sunset said as she glanced over to Fluttershy. Fluttershy was painting a tiger face over another customer using white, and black paint. 

"All done." Fluttershy said as she finished. She handed her customer a mirror. She squealed in delight at what she saw and ran off happily. "All right who's next?" 

A large mob of people soon came near Fluttershy, each of them wanting to be her next customer, and shouting their demands.  Her animal themed face paintings were pretty popular.

"Oh, um, all of you?" Fluttershy said as she shrank back from the mob, and looked nervous. This was getting a little out of hand for her.

Silver, Applejack, and Twilight were in charge of the Apple bobbing event. Silver looked at the barrel with curiosity.

"What is the point of this game exactly?" Silver asked. "I've never seen anything like it."

"Wow, you really don't have anythin' to do in the future, don't you sugar cube." Applejack responded. "The point is to see who can pick up the most apples only using their teeth."

"So, it's a game that test how good are teeth are for....picking up things?" Silver said, a little confused.

"No, it's just for fun." Applejack said. "Why don't you give it a try?"

"Actually, I'm not sure about the sanitation level of this game." Twilight brought up. "Given the fact that people must submerge themselves in the water, and use their teeth, which involves opening their mouth, which is the dirtiest part of the body, combined with the possibility of illness-."

As Twilight was talking, a family who was just about to sign up for the Apple Bobbing heard her and got disgusted looks on their face. They soon turned away from the booth, making Applejack shot Twilight a minor look of annoyance.

"Oops, sorry." Twilight said with a slight blush.

At the entrance of the fair, there was a sign which read "CHS Saturday Fair. " It was white, and the words were written in rainbow colors.  Shadow, Knuckles, and Bulk Biceps were holding signs that said "Welcome", "Have Lot's of Fun", and "Stay Happy", also written in rainbow colors. The three of them were dressed in blue pony costumes, with yellow ears and a yellow C shaped like a horseshoe in the center with a blue/yellow tail. Knuckles looked annoyed, Shadow looked indifferent, and Bulk smiled.

"This is why I hate drawing straws for jobs." Knuckles grumbled.

Shadow didn't say anything and continued to have a stoic, bored expression on his face.

"Um, hey guys my back itches. Could you scratch it with one of your signs?" Bulk asked Shadow and Knuckles as he turned his back towards them. Both of them simply looked up at him.

Meanwhile Sonic and Rainbow Dash were in charge of the inflatable water slide. The problem was that the water slide wasn't there yet and hadn't been for two hours. Sonic and Rainbow Dash were both lying on the desk in front of where it was supposed to be, looking half asleep. The Crusaders then came up towards the two of them.

"The slide still isn't here?" Scootaloo asked a little annoyed. "Aw man!"

"How do you think we feel?" Rainbow Dash said. "At least you guys get to explore the rest of the fair. We're stuck here until it arrives."

"Unable to move. Waiting." Sonic complained in an incredibly irritated tone. "This is my personal nightmare. I thought being in charge of a water slide would be cool or something."

Suddenly, a truck arrived on the field where the fair was being held next to where Sonic and Rainbow Dash where. The driver got out and came to them.

"Excuse me, is there where the order for a water slide was supposed to be delivered?" The driver asked.

"The water slide?!" Rainbow Dash exclaimed. "You mean it's here?! Finally! 

"All right, sign here." The driver said as he brought out a piece of paper with a clipboard. Rainbow Dash took a pen from the clipboard and signed. When she did, the driver opened the back of the truck, and inside was an inflatable water slide.  He went to the front of the truck, pulled a handle, and the water slide slid out on the field. He then handed Sonic an instruction manual.

"Follow this and your water slide should be set up within 30 minutes. Take care." The driver then got back in the truck and went out.

"30 minutes? Oh, come on!" Sonic said. He then threw away the manual. Using his super-speed Sonic ran around the water slide for a while creating a small blue blur/tornado. The tornado started to rise, and soon after Sonic came back down, and the water slide, which was the size of about 4 stories, was set up.

"Done. Who needs an instruction manual when you can just randomly try everything at super-speed?" Sonic boasted.

"Wow, CHS really went all out for this thing." Sweetie Belle said as she observed the water slide.

"It looks amazin'." AppleBloom commented.

"It sure does." Rainbow Dash agreed. "All we need to do it set up the water and we'll be fine. Sonic, can you go to the top and make sure the water comes out when I turn on the hose?" 

"Sure thing," Sonic complied. He then dashed towards the top of the water slide, and once he was there, he looked down and gave Rainbow the thumbs up. Rainbow Dash then took a hose pipe and attached it to a hole in the water slide. She then attached the hose pipe to a hose and turned on the faucet towards maximum pressure. 

Sonic was waiting at the top of the slide and looked down the back. Still no water. He was getting even more impatient.

"C'mon, Dash!" Sonic called from the top. "I don't-." 

Suddenly a large burst of highly pressurized water came from the back of the water slide, and hit Sonic in the face, sending him down the slide with the water as well. The water quickly filled the pool at the bottom of the water slide.

"All right!" Rainbow Dash said as the water slide was finally working.

Meanwhile, Sonic was still stuck in the pool, submerged completely in water as the pool continued to fill.

"(What the-? So much.....water. Can't move at all. Stuck like a rock! I can't take it! I need....to....GET OUT!)". Sonic thought to himself as he began to panic. He then continued to flail around helplessly underwater, but it was to no avail, making him panic even more.

"(I'm stuck!!!!!!!. I need to get out! Get out! Get out! Get out! Get out!)." Sonic thought to himself in an anxious manner. Underwater, a blue aura surrounded Sonic.

"Where's Sonic?" Rainbow Dash asked. "I just asked him to check-."

Suddenly, Sonic burst from the water slide pool, surrounded by a blue aura, freeing him. Unfortunately, this also released the water in the pool as well, sending a wave of water at the fair. The water wasn't that deep, so it didn't do much damage, but the real threat was Sonic. As Sonic crashed through the water slide, he also deflated it, causing it to collapse on Rainbow Dash and the Crusaders.  As a boost, he then went straight through the fair, tearing through many booths set up such as Rarity'swhich spilled paint, and makeup everywhere even on them. Rarity gasped as her shirt was covered in multicolored paint, while Sunset and Fluttershy looked on in shock. Sonic crashed through the Apple Bobbing barrel sending water/apples all over Twilight, Silver, and AppleJack as they were blown back. Sonic also crashed through the bounce house, deflating it, and it collapsed on all those inside, including Pinkie who was still in it. Pinkie then poked her head out of the heap.

"Awwwww!" Pinkie looked around in disappointment.

Sonic continued to crash through booth after booth, sending plushy prizes, chairs, food,  etc everything flying in the air, and into other booths, structures, and even people, causing a panic. People were running all over the fair, and objects were flying everywhere.

At the front of the fair, Knuckles, Shadow, and Bulk were still at their position.

"Hey, I think I hear-." Bulk started to say as Sonic came, and crashed through the Welcome sign along with Knuckles, and Bulk(Shadow managed to teleport out of the way). The three of them then crashed onto the ground.

"Ow." Bulks said weakly.

"Aw man, what hit me?" Knuckles said as he rubbed his head, and looked up. He then saw Sonic lying on the ground next to the ruins of the sign. "Sonic?"

Sonic then groaned as he rose up. He was completely wet. As Sonic rose up, his eyes opened in shock as he saw the fair or what was left of it. The whole place was a mess up booths destroyed, food, and debris lying everywhere with people running in a panic. The color drained from his face, and a look of guilt appeared on it. Most of the group were a mess. Sunset, Fluttershy, and Rarity were covered in paint, with Twilight, Silver, and AppleJack having water and apple pieces all over while Rainbow Dash was soaking wet along with the Crusaders.  All of them looked at Sonic with astonishment alongside the rest of the group.

"Sonic?" Sunset said as she reached her hand out towards him. Without thinking, Sonic bolted away from the scene as a blue blur.




Later Sonic was lying on his bed, which was shaped like a red race car while strumming his red electric guitar weakly. He then heard a knock on his door.

"Sonic, are you in there?" Fluttershy's voice asked.

"No." He weakly replied. 

"All, right were coming in." Rainbow Dash's voice decided. She and Fluttershy then entered Sonic's room. He didn't even look up at them.

"Where's everyone else?" Sonic questioned in a small voice

"Still cleaning up back at the school." Rainbow Dash replied. "Sonic, what the heck happened?! You freaked out, and destroyed the whole fair"

"I noticed." He said dryly. "I was there."

"But why?" Fluttershy asked. "You seemed fine for the other parts of the day."

"Yeah, until the water slide was turned on." Rainbow Dash brought, causing her to suddenly pause. "Sonic, did the water have something to do with your freak out?"

Sonic didn't respond and instead, continued to strum his guitar.

"I thought you just didn't like water, but this whole incident proved something else." Fluttershy said. "You're afraid of water aren't you, Sonic?"

Sonic sighed and sat up on his bed. 

"All right, I am. In fact, I'm terrified of water." He admitted.

"But why?" Rainbow Dash said. "You're surrounded by water all the time. C'mon."

"I'm not afraid of water in general. I just hate being trapped in water. I mean, when you're in the water you can't move at all. You're like a stone. What's worse is you can't even call for help. That freaks me out." Sonic confessed.

"No kidding." Rainbow Dash muttered. "Then why'd you agree to set up the water slide with me?"

"I didn't think there'd be THAT much water." Sonic answered. "Unless someone put too much water when filling it up." He shot Rainbow Dash a look.

"Hey, this is about you, not me." She replied.

"Sonic, there's nothing wrong with being afraid of anything." Fluttershy reassured as she next to him on the bed. "You should've told us before and maybe we could've helped you with it."

"But, I'm Sonic." He responded as he folded his arms. "I can't be afraid of something like this. It's embarrassing." 

"Fear is nothing embarrassing," She continued "Sonic, as your friends, we're going to help you with this." You need to conquer your fear."

"And how am I going to do that?" Sonic asked, a little cynical.

"Don't sweat it." Rainbow Dash told him. "I have just the thing."




Later Sonic, Rainbow Dash, and Fluttershy were at the local pool. Sonic wore a blue bathing suit with his symbol on it. Rainbow Dash wore a light blue one-piece with white shorts over it. Fluttershy wore a dark pink one piece with yellow shorts over it. Both of them had their cutie mark symbols on them.

"Why are we here exactly?" Sonic said a little nervous, not so enthusiastic about the water everywhere.

"Simple, this is how you're how you're going to conquer your fear." Rainbow Dash said. "By jumping off of that." 

Rainbow Dash pointed to a giant ladder with a diving board on it on the other side. Sonic's jaw dropped as he looked at it.

"Are you crazy?!" Sonic shouted. "You want me to jump off of that!? No way!"

"Sonic, this is the only way you can conquer your fear." Rainbow Dash insisted.

"I'm not sure Rainbow Dash. I mean this is a rather large step." Fluttershy said with worry as she put her hand to her mouth. "He should start small with baby steps."

"Yeah, I'm with Fluttershy," Sonic eagerly agreed. "Baby steps."

All of a sudden, a splash of water hit Sonic, making him jump back.

"What?! Who did that?!" He yelled as he was soaking wet and frantically looked around for the perpetrator.

Hoops, Dumb-Bell, and Score all laughed loud, and obnoxiously. Dumb-Bell was holding a water gun as he grinned maliciously, floating in the pool along with his friends. Sonic noticed them and glared.

"Check it out. Rainbow Crash, Klutzershy, and Slownic altogether." Hoops sneered. Sonic raised an eyebrow.

"Slow?!" Sonic shot back. "Who won our race last time?!"

"A weird robot thingy getting in the way made it hard to tell who won." Hoops responded.

"Anyway, we heard about your little freakout. We were wondering what could make you act like a bigger loser than you already are. We heard everything. Slownic is afraid of water." Dumb-Bell mocked in a smug tone. All three of them then burst out laughing.

"I'm not!" Sonic shouted at them.

"Uh-oh, he's mad." Hoops said in a faux scared tone.

"I hope he doesn't come here in this nice, wet, water." Score said in the same tone.

"Yeah, he'd really teach us a lesson." Dumb-Bell taunted. He then splashed water at Sonic. 

Sonic was fuming and really wanted to let those jerks have it, but he saw how much water they were in, and it looked pretty deep. If he got in there, he'd be a sinking stone. He couldn't go in. Sonic just sighed and put his head down. All three of them laughed louder.

"You bullies! How dare you make fun of Sonic!" Fluttershy suddenly said hotly. "So what if he's afraid? At least he's trying to overcome his fear."

"Yeah. And besides, if you guys are so tough, why don't you come out here and laugh in Sonic's face?" Rainbow Dash dared. That actually got them, and the three of them looked a little nervous.

"Well, ummmm....." Hoops said uneasily.

"That's what I thought." Rainbow Dash dismissed before she then turned to face Sonic. "Besides, he's about to conquer his fear by jumping off the diving board right now. Just you watch."

"Wait, what-". Sonic started to say before Rainbow Dash touched her geode, making a blue pulse appear. She then grabbed Sonic, and dashed him to the diving board.

"You'll thank me for this." Rainbow Dash promised as she pushed him off. Sonic then fell through the air and crashed into the pool making a large splash, and a wave which blew away some other people. She then ran down next to Fluttershy.

"See?" Rainbow Dash said. "All he needed was a little encouragement. He'll be swimming around in this pool in no time.

There was a long pause, and Sonic didn't rise from the water. Rainbow Dash and Fluttershy both waited but he still didn't rise.

"Oh, dear. I hope Sonic is all right." Fluttershy said with worry.

"This is Sonic. Of course, he's fine." Rainbow Dash said. But she too sounded a little concerned. She then gave a nervous chuckle. "Anytime, Sonic!"

Suddenly the water started to move, and Sonic appeared out it. But he wasn't swimming. Rather he was flailing his arms, desperately trying to stay afloat.

"UH, UH, UH, AHHHH!" Sonic panicked. He then went underwater a few times, gurgling as he did.

"Rainbow Dash, Sonic's drowning!" Fluttershy cried. "We have to do something!"

"I'm on it!" Rainbow Dash said. She then jumped into the water and swam towards Sonic. Sonic then went underwater and didn't rise up. Luckily, Rainbow reached him and pulled him up. With Sonic in her left arm, she used her right arm to swim to the edge of the pool and got Sonic out the pool before coming out herself. As Sonic coughed up water, Fluttershy put her hands on his shoulders for support. He then looked up at Rainbow Dash with fury.

"Never. Do. That. Again." He said firmly. Rainbow Dash saw how serious Sonic was, and looked down with guilt.

"Sonic. I'm sorry." Rainbow Dash said with tremendous guilt in her voice. Sonic was still mad, but he knew Dash was sincere, and his expressions softened.

"Well, I can't stay mad at your forever as you did save me." He added in a more lightened tone. Hoops, Dumb-Bell, and Score then laughed loudly again, causing Sonic to turn towards them with a glare.

"Yeah, you really showed that water, Slownic." Dumb-Bell mocked, as all three of them laughed louder.

"Normally, I hate waiting, but I think in this case, I'm going to wait until you guys get out of the pool." Sonic threatened as he stood up and cracked his knuckles.

"Ignore them. Sonic, why don't we give my way a try. Baby steps." Fluttershy suggested.

"Sure, why not?" He agreed. "I hate starting slow, but maybe it's for the best right now."




"No way." Sonic said. Fluttershy had lead Sonic to another pool, that was much more shallow. The problem was that this pool was where the beginner's classes were being held and beginners meant little kids. Many small children were in the water while their parents watched from afar.

"When you said "Baby Steps", I didn't think you meant baby steps literally," Sonic complained.

"Well this the first level of swim classes that the pool offers," Fluttershy responded. "The other classes have a pool that I think you'd find too deep."

"I'd rather drown than take swim classes with babies." Sonic declared as he turned away and crossed his arms.

"C'mon, Sonic. Give it a try. I'll be with you the whole time, so you won't have to do this alone." Fluttershy insisted

"Mommy, I'm peeing!" A child shouted. Sonic then gave Fluttershy a look which said: "This will never happen."




Later Sonic, Fluttershy, and Rainbow Dash were walking around Canterlot. Sonic looked pretty dejected as he was still afraid of water.

"Cheer up, Sonic. I'm sure we'll find some way to get rid of this problem." Rainbow Dash said.

"Thanks for the encouragement Dash, but at this point, I'll probably need to bring a life jacket with me wherever I see water." Sonic grumbled.

"There must be some way to help you for good." Fluttershy said with concern.

"Are you tired of not being able to conquer your fears?!" A loud voice suddenly said. Sonic perked up upon hearing this.

"Oh yeah." Sonic said.

"Do your fears prevent you from being the macho-person you could be?!" The voice asked. "Are they interfering with your life?!"

"Yes, and yes." Sonic responded.

"Then come to Iron Wills Fear Conquering Seminar. You tried the rest, now get the best!" The voice declared

Sonic then turned around, and saw in front of him a store that had a poster of a dark skinned blue man who was very muscular. He had a dark cobalt mohawk with the same colored goatee. He wore a sleeve-ripped grayish cobalt blue suit shirt with a black tie along with dark blue almost black pants. He also had a large silver nose ring. The poster showed him punching a shadow like entity with red eyes. The poster read "Punch out your fears with Iron Wills." The voice was coming from two loud speakers on top of the store.

"Now this sounds like exactly what I need." Sonic eagerly said. He then entered the store with Rainbow Dash and Fluttershy. As they entered, smoke suddenly surrounded them and fireworks were shot all over the place. Stage lights were moving around the stage before they reached the center of the smoke hiding a muscular figure in them. The smoke subsided and Iron Will appeared in front of them.

"WELCOME TO IRON WIll's FEAR CONQUERING SEMINAR!!!!!!!!" Iron Will shouted as he flexed, and kissed his muscles. "BY THE END OF IT, YOU'LL BE AS TOUGH AS ME!!!!!"

"This guy likes to make an entrance." Rainbow Dash joked in a small tone. 

Iron Will then came in front of the trio.

"All right, which one of you is here for Iron Will's lesson?!" Iron Will shouted,  blowing the trio slightly back.

"Is it you?!" Iron Will pointed at Fluttershy who was shrinking back from how lively Iron Will was. "You look like you might be a long-term case."

"Actually, it's me." Sonic spoke up, making Iron Will turn to him.

"And what could someone like you be afraid of?!" Iron Will demanded.

"Well, it's kind of embarrassing but-." Sonic started to say.

"He's afraid of water." Rainbow Dash interrupted.

"Water? Iron Will does not understand how you can be afraid of water. You're even its color." Iron Will said as he pointed towards Sonic's attire and hair.

"Hey, your poster said you'd help overcome fears, not judge." Sonic shot back.

"All right, Iron Will will help you, kid." Iron Will said. "But you must do exactly as Iron Will says and no questioning."

"Okay, Sonic will do whatever Iron Will says." Sonic said in a tone mimicking the way Iron Will speaks. Iron Will was not amused as he frowned slightly.

"Rule 1. Do not make fun of the way Iron Will speaks." Iron Will firmly said as he pointed at Sonic's chest.




Sonic was then standing in front of a wall with Rainbow Dash, and Fluttershy in front of him.

"Sonic are you sure this is a good idea?" Fluttershy asked in a cautious tone.

"I'm out of options." Sonic replied.

"Doesn't this guy seem a little.....out of it?" Rainbow Dash asked.

"Well he's better than nothing and his way is worth a shot." Sonic said.

"All right everyone moves out of Iron Will's way!" Iron Will shouted. He was holding a water hose in his hand, making Sonic gulp when he saw it.

"What are you going to do with that?" Rainbow Dash asked skeptically.

"You'll see." Iron Will said as he aimed the hose at Sonic. Sonic eye's widened and he looked a little pale. Fluttershy noticed this.

"You better not spray Sonic with that hose." Fluttershy said. "I think that'll make things worse."

"Kid, tell your girlfriend to get out of Iron Will's way!" Iron Will shouted at Sonic.

"Fluttershy, Dash, it's cool." Sonic told them even though he was shaking a little. 

"Okay, Sonic but remember you can quit at any time." Fluttershy reassured before she and Rainbow Dash walked off.

"Remember this kid." Iron Will shouted. "Don't Run from your fear, show it, its end is near!"

Iron Will then turned on the hose at full power, and blast Sonic with it, sending him towards the wall. Sonic flailed aimlessly as the water pushed him towards the wall.

"Glug, aaaaagh, glugh, aaaaahhhhhh, sto-." Sonic shouted as he was sprayed. 

"What are you doing?!" Fluttershy shouted at Iron Will.

"Iron Will's plan!" Iron Will responded. "Run through the water, kid."

"That's crazy"! Rainbow Dash screamed

Sonic barely heard Iron Will, and he struggled to run through the water. His feet started to get some speed, and he made it through some parts of the water. But the floor also was wet due to the water, and Sonic slipped, making him crash towards the floor. The water pushed Sonic further back into the wall, and now he had less of a fighting chance. He struggled to get up but kept going down due to the water.

"That's it!" Fluttershy shouted. She then turned off the hose. The water died down, and Sonic was left shivering at the wall.

"Hey, what gives!?" Iron Will shouted. 

"Are you crazy!?" Fluttershy yelled. "You're supposed to help him not torture him!"

"But Iron Will was helping." Iron Will responded.

"No, you weren't!" Fluttershy shrieked. "You were just picking on him, and exploiting his fear! I won't stand for anyone bullying my friends. Now you actually get serious about helping him or you'll be REALLY sorry buster!

Iron Will was surprised and taken back by Fluttershy's outburst, and he looked a little nervous as he noticed her furious look

"I'd listen to her." Rainbow Dash advised. "She seems pretty serious."

"Maybe Iron Will was a little rough in this approach." Iron Will said as he cleared his throat. "The next thing will be more....safe."

Sonic then rose from the wall, a soaking wet mess. He then coughed out water and looked up, glaring at Iron Will.




The four of them were now at the edge of a lake with Sonic wearing a life jacket.

"All right, this next, safer-" Iron Will said as Sonic, and Fluttershy gave him a glare."-part of Iron Will's program will be simple. You will just lie in the lake, while Iron Will coaches you there's nothing to be afraid of."

"No funny business." Sonic warned as he pointed at Iron Will.

"Iron Will promises. Now get in the water." Iron Will said. "And remember, It's just water, there won't be a slaughter.

Sonic looked at the water. It was so......wet. And it looked pretty deep. Sonic wasn't sure if he wanted to get in. But one way or the other, he had to conquer his fear. Besides, he had a life jacket on, so things should be relatively safe. And as Iron Will said, it's just water there won't be a slaughter.

Suddenly bubbling sounds came from the water, and the water started to create small waves. Then out of the water was a shark fin, startling everyone as they slightly gasped.

"(A shark fin?)" Sonic thought confused. "(But sharks don't swim in these waters)."

Out of the water emerged a giant robot shark with a red trunk, tail tip and head with a white snout, jaw, and tail. It had a black underbelly and chin. The pectoral fins were black with cyan outlines, with caudal fins sharp and black. A white upper back with a red dorsal fin and two stubby antennas were part of it as well. It had horizontal pupils with cyan sclera, along with sharp teeth and a cyan underbelly. At the top was a glass container with Eggman in it.

Sonic, Rainbow Dash, and Fluttershy looked up at the robot with anger, while Iron Will's jaw dropped, and he looked beyond shocked.

"What is going on?!" Iron Will asked bewildered.

"Eggman!" Sonic shouted.

"Ho-ho. Fancy meeting you here Sonic." Eggman greeted. "I was just testing the Egg-Shark out, and just my luck you're here. Prepare to meet your doom."

The Egg Shark then dove into the water and disappeared from view.

"(This is bad. If he's using a shark, then he has the advantage in the water. I've got to-)." Sonic thought to himself before the Egg Shark reappeared in front of him and smacked him with its tail in the water. He c then rose back to the surface, gasping for air, and flailing his arms before the Egg Shark tackled him into the water.

"Sonic!" Fluttershy shouted. "We have to do something!"

"Iron Will did not sign up for this. Iron Will has a family." Iron Will said anxiously. "I'll send you the bill for the lesson later." Iron Will then promptly bolted out of there.

"So much for Iron Will helping about conquering fears." Rainbow Dash said as she rolled her eyes. "Okay, I'll jump in, and give Sonic some backup."

"Wait, Rainbow Dash." Fluttershy said. "Your Geode only gives you super speed, not super swimming. You'll be slower underwater, and I'm not sure if you'll be much help."

"Well then what are we supposed to do?" Rainbow Dash asked. "We aren't leaving Sonic."

"I have a plan." Fluttershy said. She then knelt down, and placed both of her palms in the water, and concentrated. As she did she ponied up(gaining a ponytail, and pony ears). She sent a yellow pulse throughout the water.

"(Please all those critters in the water, help my friend)" Fluttershy thought.

The Eggshark was pulling Sonic deeper, and deeper underwater. Sonic was trying to move his arms but the pressure made it harder to do and he was getting weaker.

"(I can barely move)." Sonic thought. "(Things are getting....darker. It's....hard.....to....breathe....losing....strength. It...... can't end like this. Have.....to......protect.....). He was slowly losing consciousness due to lack of oxygen, and pressure.

"What's the matter, Sonic?" Eggman said with a sneer. "Don't like the water?"

Before Sonic could fully pass out a pack of fish came in front of Eggman, obscuring his view.

"What the-?" Eggman shouted. "I can't see anything!" 

The pack grew larger, and larger until Eggman's view was completely gone. While Eggman was blinded, another pack came near Sonic and lifted him up. The pack then lifted him towards the surface of the lake. Sonic then started to gasp for air. When he was done he looked around at the fish.

"Saved by fish?" He said in a bewildered tone. He then turned to the side of the lake, and saw Fluttershy ponied up, making him grin. 

"Nice one Flutters!" Sonic praised as he gave her the thumbs up.

Suddenly Eggman came out of the water looking annoyed.

"You may have escaped for now, but you won't get off so lucky next time." Eggman warned. He then fired two torpedos from the fins of the Egg Shark towards Sonic which blew him out of the water, and next to the Fluttershy, and Rainbow Dash as he skidded on the floor.

"Well at least, I'm back on land." Sonic said as he rose up before he faced Eggman with a determined look. "Time to go fishing for Eggman!"

"Wait Sonic, I have a plan." Fluttershy told him. "But you'll have to go back in the water."

What?" Sonic answered. "I think I've had my fill of water today."

"If he's not up for it, I'll do it." Rainbow Dash volunteered.

"I think Sonic should handle this." Fluttershy told her before she turned to Sonic. Trust me. This'll help us beat Eggman and your fear."

Sonic REALLY didn't want to go back in the water, but he saw Fluttershy was sincere as he looked in her eyes and trusted her.

"All right." Sonic complied. "What do I do?"

"First dive." Fluttershy said.

Sonic then dove back in the water. As he did a pack of fish surrounded him and gave him support. Sonic felt more mobile in the water.

"(Hey, I can move)." Sonic thought. "(This is awesome!!)"

The Eggshark then also came underwater and faced Sonic, firing more torpedos at him.  Sonic, with the fish supporting him, was easily able to swim(yes Sonic swimming) and dodge them with great speed. He then charged himself with a boost and headed towards the Egg Shark, knocking it back. The Egg Shark regained its posture and tried to lunge at Sonic with a bite, which he easily dodged.

"(This is amazing. When I can actually move, water is pretty cool. I wish I could stay longer, but there's this whole oxygen thing)." Sonic thought. He then charged another boost downwards and delivered a boost charged ax kick towards the Egg Shark, breaking it in half. Eggman's eyes widened in fear as he and the two pieces of the Egg Shark plummeted to the bottom of the lake.

"You think Sonic's okay?" Rainbow Dash said with a hint of unease in her voice.

"I trust my friends are keeping him safe." Fluttershy expressed with faith in the fish.

"But he's been underwater for a while now, what if-." Rainbow Dash started to say before the water started to rise and Sonic came bursting out. He then landed on the shore.

"That was pretty cool." Sonic admitted. The flock of fish which helped Sonic came near the shore. Sonic looked down at them and gave them the thumbs up. "You guys are awesome!"

"Thank you for your help." Fluttershy told the fish. They then nodded and swam away.

"What took you so long?" Rainbow Dash asked a little annoyed as she punched Sonic in the arm.

"Aw, I didn't know you were worried about me, Dash." Sonic said in a teasing tone.

"I wasn't." Rainbow Dash said a little flustered. "I just didn't want you making Fluttershy upset."

Sonic and Fluttershy exchanged amused glances.

"So, Sonic how do you feel about the water now?" Fluttershy asked.

"Yeah, I mean you beat Eggman in the water." Rainbow Dash added.

"Well, the water......still terrifies me. If it wasn't for those fish I'd be a dead, sinking rock. I won't be going near water for the next.....lifetime." Sonic declared.

"Come on, really?" Rainbow Dash said annoyed, while Fluttershy smiled.

"Baby steps." She said.

"But this whole fiasco did remind me. I haven't really apologized or made amends for what I did at the fair." Sonic brought up. "I definitely need to make things right there and explain."

"I'm sure everyone will appreciate that." Fluttershy said. "Dash, and I will support you the whole time."

The three of them then went off to CHS for Sonic to make up for his "freak out."