Sonic and Equestria Girls

by SonicAKG


FlutterBat

Flutterbat

It was a dark and late night in the city of Canterlot with a full moon and misty air. At this hour, the entire city was asleep as most people were in bed and businesses were closed down. There were barely any lights in the city except for the street light and a light coming from the only shop that was still active at this hour. It was coming from the Canterlot Animal Shelter. Inside, Fluttershy was wearing her uniform, a turquoise outfit with a skirt that had a pink highlight while she wore a white nurse hat on the top. In one hand, she held a small bottle of pills while the other was a glass of water. She walked over to the cage of the puppies and opened it up to take a small brown one out.

"Say 'Ahhh'." Fluttershy gently instructed which caused the puppy to yawn widely. Fluttershy then slipped a pill in the glass of water, which she then had the puppy drink slowly. When it was done, she placed it back in its cage and closed the door. Inside, she noticed the puppy had made a sour look on its face, much to her dismay.

"I'm sorry, but even if the medicine doesn't taste good, you still have to take it so you won't get sick." Fluttershy told it. "Now, I better give these to the rest of the animals."

Fluttershy then went around and gave all the animals in the center such as rabbits, lizards, cats, birds, fish, and hamster. It took a bit of time, but she didn't mind. She loved spending time at the animal shelter.

"Whew, that's everyone accounted for." Fluttershy said with relief as she wiped her brow. "Now you'll all be healthy for the upcoming season. I'm going to head out for a bit of fresh air."

Fluttershy walked to the door that was in the back and opened it up to let herself outside. There was a chill in the air, which made her shiver a bit as she gripped her shoulders.

"Oh, it's awfully cold tonight." She observed as she looked around.

Suddenly, Fluttershy heard the sound of chirping that was coming from above her, which caught her attention as she looked up. As she did, she looked up to see that the source of it was a swarm of bats who were flying throughout the night sky. After a while, they then descended down on the top of the animal shelter.

"Excuse me?" Fluttershy called, which made the bats look down to see her waving up to them.

"Hello there, bats. If you don't mind me asking, what brings you to Canterlot? I don't normally see you around here?" She asked them.

The bats responded by making chirping noises as Fluttershy listened in.

"I see, you're on migration. How's that going for you?" She replied.

The bats chirped once more, which made Fluttershy put her hand to her mouth.

"Oh no. A lot of you keep getting sick while on the route. That's terrible." Fluttershy expressed. "I wish I could help."

Fluttershy then got an idea as her face lit up.

"Wait here." She instructed to the bats as she went inside. After a little while, she came out with a bottle of water, a napkin and the pills she had from earlier.

"If it's alright with you, you can take these pills to prevent you from being sick. I've been giving it to my animal friends, so it should work for you." Fluttershy called out. "Just come on down."

The swarm of bats then began to descend down towards where Fluttershy was and came down in front of her. She knelt down and picked one of them up.

"Open wide." She requested, making the bat open its mouth and she fed it a pill, followed by giving it a sip of water.

After that was done, she used the napkin to disinfect the top of the water bottle as she set the bat down. Fluttershy then repeated the process of giving the bats their medicine before there was only one left. This one seemed a bit shy and hesitant as Fluttershy got near it, causing her to give it a warm smile.

"Don't worry, I won't hurt you." She reassured as she gently picked it up, putting it somewhat at ease.

"I don't understand why people seem to dislike bats. They're cute and cuddly when you get to know them. I know you are." She went on. "I love you just like all the other animals."

Doing this suddenly caused Fluttershy's body to glow bright pink as she formed pony ears and wings as her hair grew longer. This sight was unexpected to the bat she held, startling it just as Fluttershy was going to feed it a pill with her finger. Instead of taking the pill, the bat ended sinking it's two teeth into Fluttershy's finger.

"Ow!" She winced as she felt a sharp pain her finger, which made her draw it back. In response, the bat flew from her hand and floated up as it looked to see her grip her finger. Where the bat had bitten her started to glow red as her pink energy resonated with it though it died down as Fluttershy went to look at it. She then turned to the bat.

"Oh, I'm sorry if I startled you. I guess I should have been more careful." Fluttershy apologized. "Let's try this again."

Fluttershy took the bottle cap and placed a small bit of water in it while also slipping the pill in. She then extended it to the bat, who then drank the water and also took the pill as well. Once this was done, the other bats floated in the air as well.

"That's all of you. I do hope you have a safe trip." Fluttershy said as the bats took up the sky and flew off. Fluttershy beamed as she watched them smile and headed back inside. However, she didn't notice that the two bite marks where she had been bitten were giving off a red glow once more.


The next day in the morning at Canterlot High, Manic was by his locker as he began to twist the combination to open it up. When he finally got it right, he moved to open his door. As soon as it did, Pinkie emerged from it.

"Hi, , Manic!" She greeted, startling Manic as he fell down on the floor. When he got up, he saw Pinkie standing in front of him with her arms behind her back.

"How did you even get in my locker? How did you even fit in there?" Manic questioned.

"I have my ways." Pinkie cryptically answered. "Anyway, I just wanted to remind you of our drum-off later this afternoon."

Manic let out a small snicker.

"How could I forget?" Manic responded. "Today, I'm going to school you in the art of drumming. I can drum like a hundred times faster than you."

"Maybe....but I'm so creative with what I come up with! Ooooh, I know this is gonna be fun!" Pinkie replied.

Suddenly, the door to the school came in and Fluttershy entered. As she did, she was looking terrible. Her eyes were bloodshot and had bags underneath them while her hair was a total mess. She looked like she hadn't slept in a long time and she let out a loud yawn. Manic and Pinkie got a look at her as she walking by.

"Wow, Fluttershy, are you ok?" Manic asked.

"Yeah, because you look bad. I mean reaaaaaallly bad." Pinkie asked as Fluttershy yawned even more.

"I don't know what's wrong with me. I just couldn't sleep last night and ended up staying awake for the whole time and not mention I have this awful headache." Fluttershy explained in a tired and weak tone before she lifted her hand to cover her face. "And is it just me or is it really bright out?"

As Fluttershy lifted her hand, Manic and Pinkie noticed that her finger was swollen with two small red puncture holes in it, much to their concern.

"What's with your finger?" Manic questioned, causing Fluttershy to bring it down to take a look.

"Oh, I just got a little bite yesterday. I already treated with antibiotic cream." She explained.

"Well, if I was you, I'd like stuff my finger in a mountain full of that stuff. It looks pretty bad." Pinkie told her.

"It's fine. It should..." Fluttershy said before she yawned once more. When she was done, everything seemed dizzy as she held her head.

"Fluttershy, you're not in any position to be the judge of our drum off or even be at school now. You should probably head home." Manic suggested.

"Oh, but I know the two of you were looking forward to that competition. I'd *yawn*, hate to let you down." Fluttershy brought up.

"No ifs or buts!" Pinkie interjected as she started to push her friend out of the halls and towards the door. "You need to go home and give yourself a nice good nap. And don't worry about our drum-off."

"Yeah, I don't a competition to know I'm a better drummer than Pinkie." Manic commented, making Pinkie turn to him with a slight glare as they were outside.

"Anyway, just go home and rest. Pinkie Promise?" Pinkie said to Fluttershy.

"Yeah...sure..Pinkie Promise." Fluttershy agreed as she started to do the motion before she started to fall asleep, causing Pinkie to snap her fingers to wake her up.

"Oh, pardon me. I better get going. See you guys later." Fluttershy said as she started to walk away from the school.

"I'll stop by to give you your homework." Manic called out.


Later, it was night time as the air was misty once more with the full moon being out as well. The streets of Canterlot were now empty save for a green blur which was moving past them. After a while, the blur then stopped, revealing itself to be Manic as he found himself in front of Fluttershy's house. He looked up to see that the lights were off entirely, which made him frown slightly.

"Ah man, I hope someone's maybe awake." He muttered as he headed to the front of the door. While he was there, Manic tapped it in order to knock and as he did, the door slowly moved open while making a loud creaking sound, much to his surprise.

"The door's open, weird..." Manic said as he looked inside. It was totally dark and he couldn't see a thing.

"I guess I better check if someone's home..." He decided as he entered the house.

Inside, it was pitch black as Manic started to wander around aimlessly for a while.

"Why're all the lights off anyway? Hello, Fluttershy? Anyone?" Manic called out. "There's gotta be a switch somewhere."

As Manic moved, he didn't notice the two red glowing eyes which appeared behind him. They blinked before they vanished.

Manic was still lost in the house. He had received no answer and honestly, it was starting to creep him out a bit.

"Ok, this is kind of unsettling. It's so dark I can't even see where I came in." Manic grumbled.

As he took another step forward, Manic then found himself suddenly in front of Fluttershy, who held a candle, which scared him a bit as he jumped back. Her eyes were no longer baggy and bloodshot. They were normal but now colored a red as her hair was still somewhat wild.

"Ahhhh!" He yelled before he calmed down after seeing Fluttershy. "Oh Fluttershy, it's just you."

"Hello, Manic." She greeted in a mysterious tone.

"I came here to drop off the work you missed. I was gonna come earlier, but I lost track of time with my drumming practice." Manic said as he handed a notebook to Fluttershy, who took it from him.

"Oh, thank you." She said in the same tone as before.

"So, you feeling any better?" Manic said.

"Marvelous. I've never felt better." Fluttershy responded. "I guess a good rest was all that I needed."

"Duh, everyone loves naps. No wonder Sonic loves them so much." Manic replied.

"Are you alone?" Fluttershy suddenly asked.

"Yeah, I am. Why?" Manic told her.

"Perfect." Fluttershy simply said as she formed a smirk, making Manic's eyes dart back and forth. He wasn't sure where this was going.

"So, why are you in the dark? Also, where's everyone else?" Manic quizzically said.

"Oh, they're just out. But enough about them. I want to talk about you, Manic." Fluttershy said, which made Manic confused as he raised an eyebrow.

"Me, why?" He said.

"Has anyone ever told you that you have a great neck?" Fluttershy complimented in a sultry tone, making Manic even more confused as he rubbed that area suddenly. It was such an odd thing to say.

"Uh, nooooo. I mean, all necks kinda look the same...." He slowly said. " Are you sure you're ok?"

"I said I've never felt better. I'm just really glad you're here." Fluttershy said in a pleased manner.

Manic was now totally lost in the situation. Fluttershy was definitely acting weird. He remembered the last time she acted in a similar fashion and he figured it probably wasn't good.

"Uh, huh. Look it's getting late, so I better head back." Manic said. "If you can just tell me where the door is, that'd be great."

"No, you don't want to leave. You want to stay." Fluttershy uttered.

"Actually, I'm pretty sure I-" Manic began before Fluttershy looked directly at him using her 'Stare'. Manic found himself focusing directly on her red eyes as his train of thought started to slip away. He couldn't turn away as her red eyes were now hypnotic.

"You want to stay with me." Fluttershy suggested.

"I want to stay with you." Manic repeated in a zombie-like manner.

"Good boy. You're going to tilt your head and show me your neck." Fluttershy ordered.

"I'm going to tilt my head and show you my neck."Manic repeated as he obeyed the order, causing Fluttershy to approach him.

"Excellent." Fluttershy said as she got near his neck and opened her mouth, revealing two large fangs as she sank her teeth in Manic's neck.

"Aaarrrgh!!!" Manic yelled out in pain as Fluttershy continued to bite. As she did, she was enveloped in a crimson aura as her hair grew longer and two bats like ears formed on her head. A pair of bat wings emerged from her back as she now wore a tattered yellow robe with three pink bats on it and she became a duller shade of yellow. When she stopped biting, Manic backed up while gripping his neck in agony.

"Ah! Fluttershy, what did you do?!" Manic cried as he was on his knees due to the pain with his eyes closed.

"Liberated you." She answered. "Now rise, my servant."

Upon uttering those words, Manic's eyes suddenly opened, revealing they were now red. He then slowly rose up from the ground in a zombie-like manner as he faced Fluttershy as if he was in a trance of some sort.

"Good." Fluttershy said. "Now, I need you to do me a very special task."

Manic's response was to reveal his jaws, which showed two large fangs at the top of his mouth as he hissed.


It much later in the night and in his lit room, Sonic was strumming his guitar while in his bed. After doing this for a while, he heard the sound of something tapping at his window, which caught his attention.

"What could that be?" He wondered as he put his guitar aside and headed for his window.

Sonic looked through it and below he saw Manic, which made him raise an eyebrow as he opened it.

"Manic?" Sonic called out to his brother.

"Good evening, brother." Manic said in a monotone manner.

"What're you doing out here? Did you give Fluttershy her stuff?" He asked.

"Yes. The Mistress gathered what she desired." Manic answered, which caught Sonic off guard.

"Ok. Don't know why you're calling her mistress, but why are you out here? Why didn't you just use the door?" Sonic questioned.

"My apologies brother, it appears to be locked." Manic said.

"Really? Ugh, must've been Shadow when he left." Sonic said with mild annoyance. "Hold on, I'll let you in, bro."

Sonic dashed down in almost no time. The door then opened as Sonic was facing Manic.

"There." Sonic told him. Despite the door being open, Manic was still just standing there, much to Sonic's confusion.

"Dude, the door's open." Sonic said.

"Why don't you invite me in?" Manic requested.

"Why? You can step in or out on your own. You live here too." Sonic pointed out.

"Invite me, my brother." Manic said once more.

Now Sonic was just stumped at Manic's behavior as he gave him a strange look.

"Ok...come on in?" Sonic said as Manic walked or more like hovered inside the house as Sonic continued to look at him strangely.

"I don't know what's going on with you dude, but whatever it is, knock it off. You're creeping me out, bro." Sonic told him before he turned his back to go head upstairs.

With Sonic's back turned, Manic then barred his fangs as he started to slowly approach Sonic.

"Hiissss!"Manic yelled once he got close enough, which made Sonic turn around at the last minute.

"Manic, what the-Arggh!!!!!!!!!!!!!!!!!" Sonic screamed as Manic lunged towards him.


In the city, Rainbow Dash was moving past it as she left behind a rainbow streak. After she zipped around doing a few turns, she came in front of the entrance of CHS as she came to a stop. By the statue where the rest of the Rainbooms save for Fluttershy and Twilight along with Knuckles, Tails, and Silver. At this hour, her friends were looking either tired or irritated.

"Ok, does anyone know why the heck Sonic sent us a text to meet him out here at midnight?!" Rainbow Dash expressed with annoyance.

"Beats me. I tried texting him back asking why but I didn't get a response. He said it was urgent." Tails answered.

"Well, I hope it's something worth interrupting my beauty sleep for." Rarity said as she did a small yawn.

"This better not be a prank of his otherwise." Knuckles said as he cracked his knuckles.

"I don't think so. He did say it was really important and we were needed ASAP." Sunset brought up. "Is it a new threat maybe?"

AppleJack looked around her friends and noticed that some people were missing.

"Hey, where are Manic and Fluttershy? I know Twilight's probably busy with some experiment or book or something, so she'll see the text later but they got the message too, right?" She asked.

"I'm not sure about Manic. When I was at the house, he and Sonic weren't there either." Silver explained.

"And Fluttershy wasn't feeling too well, so she's at home resting. She Pinkie Promised!" Pinkie cheerfully explained.

The group started to wait around as the area started to feel a bit more misty than usual.

"Where is Sonic anyway? If he called us, he should be the first to be here." Rainbow Dash stated.

"He'll be here shortly." Everyone heard Fluttershy's voice say as the turned to see her approaching them, much to their surprise, especially Pinkie's, who dashed up to her and grabbed her by the shoulders.

"Fluttershy, what are you doing?! You Pinkie-Promised that you would stay home until you got better?!" Pinkie yelled with anger rising in her voice.

"Oh, I'm just feeling wonderful. Never felt better." Fluttershy said with a sly smile.

"How do you know when Sonic's going to be here? Do you know about what he called us for?" Tails asked.

"Of course I do." Fluttershy cryptically answered. "He is my loyal minion after all."

Hearing this made everyone else turn to each other as if they didn't hear right.

"Loyal minion? What's with the-" Rainbow Dash began when she suddenly felt a sharp pain on her neck as she yelled out loud and fell to her knees, causing all of her friends to turn to her with worry as Pinkie let go of Fluttershy to head towards her.

"Rainbow Dash!" Tails yelled out before he felt the same pain as he came to his knees as well, which alarmed everyone else there even more.

One by one, the group started to feel punctures on their necks as they came down to the floor in pain due to it, eventually leaving only Knuckles and Pinkie as they looked around.

"Guys, if this a freak your friends out party, I'm not liking it." Pinkie said uneasily.

"What's going on?" Knuckles demanded as he rose his fist up. "Pinkie, we have to-"

Pinkie let out a shriek as she clutched her neck as she rolled over on the ground as Knuckles was the only one left.

"Pinkie!" He shouted before he grit his teeth. "Fine, whatever you are, I'll hand you myself."

Knuckles prepared to throw a punch before he felt his neck being pierced as pain spread from it to his entire body. He struggled to stay up, but the pain was too great and he began to feel nauseous before he collapsed.

With everyone on the floor, Fluttershy walked through her friends with a smile on her face. A blue streak then came next to her, revealing itself as Sonic who bared his fangs. Manic then appeared on her left.

"Excellent work my minions. We have the big problem out of the way." Fluttershy said as she petted Sonic on the head as her friends wriggled in agony.

After a short while, the others stopped moving as each of them started to rise up with their eyes open, which were now red as they each displayed their fangs. When this happened, Fluttershy's body glowed red as she entered her vampire form. Her former friends and now minions began to crowd around her.

"Now, let us increase our ranks." Fluttershy declared as she spread her arms out wide and let out a loud hissing noise that made a red echo throughout the entire city. After she did, large flapping was heard as many swarms of bats began to fly where Fluttershy was before they all perched themselves on her. As they did, Fluttershy's body glew red, which came in contact with the bats, making their eyes a deep crimson color.

"My dear friends, please go invite others into our fray," Fluttershy instructed as all the bats leaped off her and began to fly and spread out through all of Canterlot, looking for any open windows they could find.


At her lab, Twilight emerged from iy as she was holding 3 books in her hand and wiped her brow.

"Phew! Nothing beats spending the evening reading up on some theoretical physics." She said as she set the books down.

Just then, Spike came rushing towards her as he held her phone in his mouth. When he got near her, Twilight knelt down as Spike placed the phone down.

"Spike? Why do you have my phone?" Twilight asked.

"It was beeping for some time in the living room." Spike replied. "Looks like you got a message."

Twilight picked up her phone from the ground and examined it to see Sonic's message...which had been sent 30 minutes ago, causing her eyes to widen.

"Oh, no! Sonic wanted to meet me and the others around 30 minutes ago! He said it was urgent!" She exclaimed as she then quickly put her phone in her pocket. "Come on, Spike! We have to go now!"

Twilight then rushed out towards the city with Spike following her.


In the city, Twilight and Spike were walking through it as they made their way to Canterlot High. The whole city was covered in mist and it seemed like it was deserted at this time. Twilight felt a chill around her as Spike looked around uneasily.

"Twilight, are you sure this was a good idea? I'm kind of getting freaked out." Spike admitted.

"I know this hour can be unsettling but Sonic said it was urgent. He must need us." Twilight said.

As the two of them walked in the street, Twilight saw the back of Flash Sentry, much to her confusion as she and Spike stopped in their tracks.

"Flash?" She called out. "What are you doing here at this hour?"

Flash didn't respond at all, which caused Twilight and Spike to turn to each other.

"Flash? Did you-" Twilight started before Flash turned around, revealing red eyes and a pair of fangs as he hissed.

"Ahhhhhhhhh!" Twilight and Spike screamed as they jumped back at the sight.

The two of them began to back away as Flash approached them in a menacing manner.

"Flash, what's gotten into you?" Twilight said uneasily.

Flash responded by lunging towards her and Spike. Before he reached them, Twilight stuck her hand out and trapped him a purple aura, making him snarl as he tried to resist it.

"Flash, if you can hear me, what happened to you?!" Twilight demanded.

"Uh..Twilight." Spike said in a small voice full of fright, which made her turn around and she gasped.

Coming towards her and Spike were citizens of Canterlot, many of who she recognized as her fellow students from CHS. Like Flash, they had red eyes and fangs too. Twilight made a look of horror as she saw what was in front of her.

"Spike...Run!" Twilight yelled as she dropped Flash, making him hit the ground as she and Spike ran for dear life with a mob of crazy citizens coming after them, including Flash.

"Twilight! What's going on?!" Spike shrieked.

"I don't know!" Twilight yelled.

As the two of them continued to run with the hoard in hot pursuit, Twilight used her power to levitate objects in front of their paths such as trash cans, mailboxes, and containers in order to slow them down. It worked somewhat as many of them started to trip and fall over. As Twilight was going to levitate a few stop cones, her eyes widened with shock as she saw a green glowing car headed her way. This forced her to drop the cones and grab Spike with her powers as she jumped out of the way as the car smashed to the ground while she and Spike sprawled on the floor.

"Spike, are you ok?" She asked her loyal companion.

"Twilight, look!" Spike said as he pointed ahead.

Twilight looked up to see in front of her was Silver floating in the air with Pinkie Pie joining him shortly. The two of them hissed at her.

"Silver? Pinkie?" Twilight said with fright. "What's going on? Why is everyone like this?"

"Twilight...I think... they're vampires." Spike said.

Before Twilight could respond, Pinkie tossed a series of explosives, forcing Twilight to gather more objects to defend herself as an explosion occurred in front of her. When the smoke died down, she suddenly found herself and Spike trapped in a green aura as they rose up the air. Twilight was frozen as she could only look on to see more vampires coming in the area. Her eyes then landed on Pinkie and Silver as the latter started to draw her closer to him. As he did, he made Twilight tilt her head, revealing her neck as he displayed his fangs, much to her distress.

"Twilight!" Spike called out as when she got close enough, Silver prepared to sink his teeth into her as Twilight shut her eyes.

Suddenly, a green flash appeared as Shadow came and kicked Silver in the back of the head, releasing Twilight and Spike as they came to the ground. Shadow landed on the floor with them as all the other vampires hissed in response.

"Shadow!" Twilight said with relief as he clenched his fist. "Am I glad to see you."

Shadow looked around to see the vampires closing in on him as Silver rose from the ground with Pinkie by his side.

"You mind explaining what's happening? I've noticed people lurking around the city like their animals." Shadow questioned.

"They're not people. They're vampires!" Spike said, causing Shadow to look as if he didn't hear right.

"Shadow, look out!" Twilight said as a group of vampires lunged towards him.

In response, Shadow released a spin kick, knocking the vampires away from him. Silver started to levitate two cars in preparation to smash down Shadow, but Twilight used her powers to trap him a purple field before she pushed him back on the floor as the cars fell down. More vampires came to Shadow, but he teleported in a flash as they crashed into each other as he reappeared once more. As he did, he didn't notice Pinkie charged up an explosion, which she then tossed towards his face just as he turned to see it coming. The result was a blinding explosion, forcing Shadow to cover his eyes as he staggered back.

"Argh!" He said as he couldn't see.

Seeing his weakness, Pinkie jumped on his back as Shadow struggled to get her off him. Twilight used her powers to knock over some vampires using a few signs as she turned to see Pinkie sink her teeth into Shadow's neck.

"Nooo!" Twilight and Spike yelled as Shadow grunted in pain.

Shadow's hands reached Pinkie as he tossed her off of him. He then backed away and gripped his neck as Twilight and Spike came towards him with looks of concern.

"Oh no! Pinkie got Shadow! He's going to turn into a vampire!" Spike exclaimed as Shadow began to open his eyes. "Look, his eyes are red!"

"Spike, his eyes are always red." Twilight pointed out. "Shadow, are you-"

"Annoyed by this pain in my neck? Yes." Shadow grunted, much to Twilight's and Spike's confusion. He was bitten by a vampire but he seemed perfectly fine.

"(That's odd. He should've turned into one of them, right?)" Twilight thought as she observed Shadow wince in pain as he held his neck. She then looked up to see that the vampires were now crowding around them.

"(We need a diversion. There are too many of them.)" Twilight realized as she looked around the area. Her eyes landed on a fire hydrant, giving her an idea.

Using her powers, Twilight made the fire hydrant glow as she then turned the knob, causing shake violently before it fired a high pressured blast of water. Twilight grabbed both Shadow and Spike as she ducked and the vampires were blown away by the blast of water.

"Shadow, can you teleport us back to my lab?" Twilight requested. "We need to lay low there."

Shadow then grabbed both Spike and Twilight as they all vanished in a green flash, leaving behind the soaking wet and angry vampires, who all snarled and hissed loudly.


Back at Twilight's lab, a green flash appeared in front before it died down to reveal Shadow, Spike and Twilight as the former let go of the two of them.

"Whew, made it." Twilight said.

"Yeah, now we just need to figure out what's going on with all of those vampires!" Spike said in a panicked tone. "Where did they come from?"

"And how did they get Silver and Pinkie? What if the others are like that?" Twilight said with alarm at the thought.

"I haven't seen them around when I went around the city. We have to assume that they must have been turned as well. I think it's just us." Shadow said, much to Spike's dismay.

"That's nice to know." He said in a glum manner as he rested on the floor.

Meanwhile, Twilight looked on at Shadow with curiosity.

"Shadow, how are you feeling now?" She asked.

"Fine, though that bite slightly stings." He said with mild annoyance.

"How come you didn't get turned into a vampire when you got bitten?" Spike asked.

"As if I would fall to some petty bloodsuckers. I'm the Ultimate Lifeform." Shadow stated.

Hearing this made Twilight hit a realization as she snapped her fingers.

"Of course! Since you're the Ultimate Lifeform, you're immune to all diseases! Vampirism is like a disease, so it's natural you wouldn't be infected! Ingenious!" Twilight gushed. "This is a scientific breakthrough!"

Shadow and Spike gave her strange looks, which made her blush slightly as she regained her composure.

"Ahem, sorry. But it's still good news. We can use you to make the cure and turn everyone back to normal." Twilight went on.

"And find whoever's responsible and make them dust." Shadow said as he placed his fist in his hand.

"Hold on. First, you said the whole city is like covered with vampires. And not to mention they're people we know. We can't hurt them by charging in. We'll have to find another way." Twilight brought up.

"But what else can we do?" Spike wondered.

Shadow put his hand to his chin before he let out a smirk.

"I know who can help." Shadow said as he disappeared in a flash once more. After a while, he returned with a slightly startled Rouge as she frantically looked around as Spike and Twilight were surprised by her presence.

"What the? Shadow? Why did you-" She started before he cut her off.

"I'm going to cut to the chase. Our city has been overrun with vampires, who are the citizens of the city, including Twilight's friends." Shadow explained as he pointed to Twilight. "That makes thing problematic and we need your stealth skills to get past them."

Rouge looked back to Twilight and then at Shadow as she let out a sigh.

"Vampires? That's something you don't see every day." Rouge stated. "You know, you could have called first instead of abducting me. Anyway, you mentioned that your friends are vampires? What are you going to do about that?"

" Shadow was bitten but he didn't get turned into one. Using him, we can probably make a cure." Twilight informed her as Rouge let out a small smile.

"You're even too stubborn to be turned into a vampire." Rouge joked as Shadow simply turned away from her. Rouge then turned to Twilight.

"Well then genius, you better get started on that cure then while we wait around. When it's done, we can head out." Rouge said before her eyes landed on Spike, making him blush slightly. "In the meantime, I'm going to get to know this adorable puppy."

Rouge then tapped Spike on his nose, making him blush even more as he shyly turned from her. Twilight then turned to Shadow.

"She's right. Shadow, I'm going to need to see your neck." Twilight said as Shadow came over to her workplace in her lab.

Twilight took a look at Shadow's wound and extracted some blood from the area, which she placed in a test tube that she hooked up to the computer in her lab. A series of data appeared on the screen as she analyzed the contents as her face broke out into a smile, indicating she had figured out the process of the cure. She then turned to Shadow as she gave him the thumbs up before she took out another needle, which made him raise an eyebrow. Sometime later, Twilight had extracted roughly 3 pints of his blood in a container, which was connected to a filter machine of hers connected to her computer as she typed on it while Shadow seemed a little dazed. The filter machine began to fill up with a bluish liquid as the pints of Shadow's blood decreased from the container. Rouge was tickling Spike's belly as this happened in the background. Eventually, the filter machine was entirely full and made a ding sound, which caught everyone's attention as they all turned to see it.

"Yes! The cure is made!" Twilight cheerfully said. "Shadow, you're a lifesaver!"

Shadow was still somewhat dizzy which Twilight noticed as she put her hand to her mouth.

"Oh and sorry about making you give 3 pints of your blood for it." She added.

"Hmph, this is nothing." He just said, though he still held his head.

"You better not pass out." Rouge teased as she raised her hand and stretched her glove. "Now that we have our cure, it's time to we get to work.


In the city, it was still night out as the vampires roamed across the street, looking out for any nearby prey. As this was happening, Rouge peered out from a dark alley with Shadow, Twilight, and Spike not too far behind her. Twilight had a large container filled with glowing blue liquid strapped to her back. Rouge then turned to the face them

"This is nothing compared to what I've been through. Just follow my lead." She instructed.

Using her skills in stealth, Rouge began to lead the others past the vampires. Whenever their attention was elsewhere, Rouge gave the signal to move as they progressed forward in the city. Whenever it seemed like a close call, Rouge gave the command to sit back to wait for an opening or hide back in the shadows. She also knew where to go in order to not draw too much attention. Combined with the vampires mindlessness, the group was able to move through the city relatively easily.

"I'm kind of sad that this is too easy." Rouge expressed.

"Stay alert, Rouge. Don't let your guard down." Shadow reminded as Rouge let out a sigh.

"Lighten up. So far, so good." Rouge dismissed. "You let me worry about my job."

Before they moved again, Spike noticed something in the sky.

"Guys, look up." He said as all the heads turned to see what she saw.

It was Silver as he was flying through the city. However, it didn't look like he was searching for something. It seemed like he was heading somewhere.

"Silver's acting differently from the other vampires. It looks like he's following a certain direction." Shadow observed.

"Could that be where we find the vampire behind all of this?" Twilight wondered.

"Only one way to find out." Rouge stated before she came to pet Spike. "Nice eye, doggie." She praised as Spike blushed a little while forming a smile.

Following Rouge's lead and pattern, Shadow, Twilight, and Spike began to follow Silver through the city.


After a while, the four of them followed Silver to the front of Canterlot High, which was unexpected for them as they stopped in their tracks for a bit.

"CHS? The vampire's headquarters are here?" Twilight said in a quizzical tone. It seemed odd for a vampire to choose this place.

"We'll find out more if we go on ahead." Rouge decided as she marched forward with the others following.

The four of them saw Silver float down in front of the entrance of the school. The doors then opened up in a cryptic fashion as he walked in and then closed shut afterward as the group looked on.

"That wasn't creepy or anything." Spike nervously commented.

"We can't just walk in front and hand ourselves over on a silver platter." Rouge said. "We need to find another way."

Shadow looked up to the top of CHS as he got an idea for how.

"I know how we can get it. We can use the roof." Shadow explained. "Everyone hang on and I'll teleport us there."

The others grabbed onto Shadow as they all vanished in a green flash. They then reappeared on the rooftop of the school as the others let go of Shadow.

"We can head in through there. There's a staircase that leads to the inside of the library." Shadow said as he pointed towards a glass dome in front which had a small tower on top with a flag.

"You sure know your way around here, Shadow." Rouge commented. "Don't tell me you spend your time brooding here instead of socializing?"

Shadow didn't answer as he had already walked towards the staircase. Rouge then turned to Twilight as she crossed her arms while Twilight gave a sheepish smile as Spike looked on in the distance. Rouge was spot on.

The four of them approached the glass dome and as they did, they were able to see through it, which made them stop in their tracks due what they saw. The glass showed them the inside of the library and in it were the most of the Rainbooms, Sonic, Manic, Knuckles, Tails and Silver as they were surrounding something. A little while later, they heard footsteps coming down the steps before they saw Fluttershy, who had an entirely different look, much to their astonishment.

"Is that Fluttershy?" Twilight said with disbelief.

Fluttershy stopped to look around at the rest of the group surrounding her as she let out a wicked smile.

"Everything seems to be going well. The entire city is practically mine and soon we will claim this as our new home. I owe it all to you." She darkly said, much to the disbelief of the group looking ahead.

"Fluttershy's the head vampire?!" Spike nearly exclaimed.

"I've seen her before. She seemed nice." Rouge stated. "Well, they do say beware the quiet ones."

Back down, Fluttershy took in a few whiffs while she formed a frown.

"I smell...living blood!" She suddenly shouted as she turned to the top of the glass roof and hissed, as the entire group save for Shadow formed panicked looks.

Fluttershy's eyes flashed red as she pointed to the roof. In doing so, a giant swarm of bats charged towards the glass as they all crashed through, shattering it and covering the group as they were blinded by the swarm of bats. This then caused them to fall down towards the floor of the library. As they did, Rouge landed on her feet as she caught Spike while Shadow also found his footing and grabbed Twilight as he landed on the floor. Together, the 4 of them looked on to see Fluttershy and the rest of their vampire friends, who were crowding in on them as they displayed their fangs.

"Well..so much for stealth." Rouge simply said.

Fluttershy then walked forward to get a closer look at the group.

"You haven't been turned yet? What a shame. You don't know what you're missing out on." She said.

"Fluttershy, what's happened to you?! This isn't you at all! You're not a vampire!" Twilight pleaded as Fluttershy just shook her head.

"You little fool, I am exactly who I want to be." Fluttershy answered. "And you will soon join my herd."

"Sorry sweetheart, but bat's aren't my style." Rouge denied.

"Fluttershy, you're sick and you need help right away." Shadow stated.

"You're the sick ones. For denying greatness." Fluttershy replied as her vampire hoard surrounded her and she let out a smirk.

"Make them one of us." She ordered as the vampires crowded around the group, who were close together.

"We have to use the cure now, but we can't hurt our friends badly. We have to keep them at bay so we can cure them." Twilight said.

"So act as a tease. I can work with that." Rouge said with a wink.

The 4 of them then dispersed, catching the vampires off guard. Shadow dashed away out of the library as Sonic, Manic, Rainbow Dash, and Rarity followed him. He left behind a yellow trail as he noticed a blue, a green and a rainbow colored one heading him after.

"I'll show you true speed." He boasted as he moved a bit faster, causing his vampirized pursuers to do the same.

As Shadow dashed forward, he noticed a series of diamonds came in front of him, forcing him to change his direction. As he did, another wall of diamonds came and Shadow drifted once more. Many diamond shards then tried to hit him as Shadow avoided contact with them while evading the vampire speedsters.

In the library, Knuckles, AppleJack, Tails, and Sunset surrounded Rouge as she backed away from them and her eyes landed on Knuckles.

"Think you can tag me, Red?" She said in a playful manner as Knuckles lunged towards her.

Rouge sidestepped past Knuckles to see AppleJack trying to grab her as well as she flipped over her. Tails and Sunset tried to pounce on her but she leaped high into the air via a backflip as she landed on the floor. She saw the four vampires and invited them to charge after her. Knuckles released a series of punches but Rouge was just too quick to hit as she jumped over him and pushed him down. AppleJack tried to grab her but Rouge caught her arm and threw her into Tails and Sunset.

Lastly, Silver, Pinkie, and Fluttershy were in front of Twilight as she stood her ground.

"Get her!" Fluttershy ordered.

Silver raised his hands as books in the library glowed green and he launched them to Twilight, who trapped them in a purple field with an annoyed look on her face.

"Hey, leave the books out of this!" She scolded.

Twilight then noticed Pinkie released a series of explosives towards her as her face filled with panic. With much difficulty and not having any options, she reluctantly threw the books in her front of her as a shield as she was slightly blown back due to the force. Much to her dismay, she saw burnt pages everywhere.

"I'm sorry." Twilight said in a low voice. She then lifted up a few desk and tables from the library and launched them around Pinkie, which trapped her. As she charged an explosion to free herself, Twilight took a few drapes from the rooftop and wrapped Pinkie in them, getting her caught in her own explosion as she blown up in the air. Twilight then wiped her brow before she found herself trapped in a green field and immobilized as she saw Silver holding her in place. As she struggled, Silver brought her closer to him. Before he could do anymore, Spike then leaped onto Silver face, throwing him off balance as he held his hair in his jaws. Silver tried to use his powers to remove Spike off, but he tugged at Silver's hair, which made it difficult. On the floor, Twilight let out a sigh of relief before she found herself covered in a swarm of bats, blocking her vision.

"Ahh!" She cried out before she felt herself being blown away towards a shelf, separating her from the container on her back with the cure. When she rose up, she saw Fluttershy toward her, with her wings fully displayed.

"You could have made this so much easier, Twilight. But then again, who doesn't like toying with their prey?" Fluttershy taunted in a menacing manner.

Rouge tripped Knuckles and Sunset while she judo flipped Tails towards AppleJack. When she was done, she noticed Fluttershy had Twilight cornered. Her eyes then shifted to the container that Twilight had dropped, which made them widen as Rouge made a mad dash for it. She quickly reached it and then tossed it towards Twilight.

"Hey, take this!" Rouge yelled as Twilight turned to see the container coming her way.

Using her powers, Twilight quickly brought the container to her just as Fluttershy came to bite her. With it, Twilight opened the top.

"Sorry Fluttershy, but instead of blood, try this!" She yelled as she splashed some of the liquid on Fluttershy's face.

Fluttershy let out a hiss of pain as she recoiled and covered her face as she was now dripping with blue liquid. She let out a few more hisses before her body started to glow red, which then began to change to a pink color as her bat ears and wings vanished and she fell on her knees. Dazed, Fluttershy then began to look around in a confused manner.

"What's going on? Where am I?" She wondered.

Suddenly, Tails, Silver, Pinkie, AppleJack, Knuckles, and Sunset crowded around her, much to her fright as she gasped and let out a scream as they bared their fangs. Before anything happened, a splash came over them as they backed away, covered in blue liquid as Twilight came next to Fluttershy along with Spike. Fluttershy noticed the two of them and became confused.

"Twilight? " She asked.

"Fluttershy! It really is you!" Twilight said as she hugged her, making Fluttershy even more lost. The two of them turned to their friends, who were now back to normal and seemed quite dizzy.

"Yes, the cure is working!"Twilight exclaimed.

"Hold on." Rouge said. "We still have to get to Shadow and the ones he's with."

In the halls, Shadow avoided incoming diamond strikes from Rarity as Sonic, Manic and Rainbow Dash still followed him.

"This is absurd. I don't like fleeing. This could take a while." Shadow muttered to himself.

Suddenly at the end of the hall, Twilight appeared as she noticed the scene.

"Shadow!" She yelled, which made him look back to see her at the other end with the container. "Use this!"

Using her powers, Twilight flung the container to Shadow past the vampires as Shadow stopped himself and headed in the opposite direction. He leaped over the 4 vampires as he grabbed the container mid-air and came on the floor.As the vampires charged towards him, Shadow turned around and covered them in the blue liquid as they all cried out in pain and fell on the floor. Shadow then looked down at them as Twilight came next to him and sighed in relief.

"Ok, now we have all of our friends accounted for." Twilight said.


Back in the library, Shadow and Twilight carried the remaining four of their now cured friends back while the others were still recovering with the cure. Rouge, Fluttershy, and Spike came up to them.

"Can someone please tell me what happened?" Fluttershy asked. "Why is everyone in pain and why are we in the library?"

"You mean you don't remember anything?" Spike asked as Fluttershy nodded.

"I don't remember the past day honestly." Fluttershy admitted.

Shadow and Twilight exchanged glances before Shadow spoke up.

"Well, somehow. You turned into a vampire and infected the entire city." Shadow told her as Fluttershy formed a look of disbelief. "We had to cure you and everyone else you bit."

"Me?! A vampire?! But that doesn't make any sense? How could I-" Fluttershy said before the gaps in her memories started to fill. She remembered ponying up as the bat bit her, her feeling sick, inviting Manic and biting him, having her friends turned and then turning the entire city via a swarm of bats. She then gripped her arm.

"Oh, now I remember..." She said in a soft voice.

"You caused quite a bit of trouble. Shadow even had to call me in."Rouge told her.

"How did you even become one anyway?" Twilight asked.

"It must've been when I was trying to give medicine to a vampire bat and I ponied up. It bit me when I was doing it and the bite must've transformed me when it reacted with my magc." Fluttershy said. "I'm so glad you could cure me and the others. But is the city still full of vampires."

"Yeah. And they won't be cured without a fight." Spike brought up.

Fluttershy put her hand on her chin before her face lit up. She had an idea.

"I think I can solve that."Fluttershy said as she turned around to the swarm of bats still in the library. She then walked over to them.

"Excuse me, bats? I was wondering, could you do me a favor? I want to make up for some mistakes I did." Fluttershy kindly requested as the bats came to her and listened in as she made her request.

The bats then flew away from Fluttershy and towards the container of blue liquid, much to everyone else's confusion. They then began to slurp up the contents before the glass was empty. After this, they each headed out of the window as Fluttershy and the others looked on.

"Fluttershy? What just happened?" Twilight asked.

"Oh well this time, I asked them to take the drink from the glass and go around and spread it to all the infected people." Fluttershy explained.

"Well, that saves us a lot of time." Rouge said with a smile.


Later, the bats had gone around and cured the city of Canterlot of vampires. The others in the library had finally came to and were now with Shadow, Rouge, Spike, Twilight, and Fluttershy as they were going over what happened.

"I can't believe it...I was a vampire?!" Rarity said with disgust before she took out a small handheld mirror. "How does my neck look?"

"Your neck looks fine." Knuckles answered for her. "I just can't believe that Rouge saved us, including me."

"Looks like I was your hero today, Red." Rouge said with a wink as Knuckles turned away in a pouting manner.

"Vampires explains why you were being all creepy when I came to your house Fluttershy." Manic said as Fluttershy formed a shy look. "Though from experience, I should have realized something was up sooner."

"Just imagine. The entire town was almost overrun by vampires just like that right under our noses. We dodged a real bullet." Silver said out loud.

"And it was all thanks to Twilight being Twilight and Shadow being Shadow." Rainbow Dash expressed with slight disbelief as Twilight did a small laugh and Shadow just turned away.

"I'm actually kind of bummed out. I would've thought it was pretty cool to fight some vampires actually." Sonic expressed.

"It wasn't fun. Believe me." Twilight told him with a tired look.

"But you made a cure from Shadow's blood? That's fascinating. You've got to tell me the mechanism of how it worked." Tails said to Twilight with interest while Shadow shot him a look.

"I'm not giving up any more of my blood for some test." Shadow firmly said as Tails then started to lose interest in the idea.

"Just one question." Pinkie asked as she hung upside. "We aren't all going to turn into like were-Shadows because of this or something right?"

"Now I'm actually getting scared." Sonic quipped.

"I hope not. We don't need an entire city of brooding loners." Rouge joked which made Shadow frown but he said nothing.

"I'm really sorry about all of this everyone." Fluttershy apologized.

"Don't worry about it, Fluttershy." Sunset told her. "Besides, you made up for it by using those bats to cure the town."

"I'll say." AppleJack said. "I used to think bats were just nothin' but varmints but seeing as how you used em, I guess they aren't all bad."

"Nope. Like all animals, they're my friends." Fluttershy said as a bat came down and rested on her finger.

"I don't know about you guys, but I hope they cancel school tomorrow."Manic said with a yawn. "It's like 3 am now."

"I'm sure they will. I mean we all had a a very bat day!"Pinkie said as she spread her arms out.

Pinkie was met with groans due to how bad her pun was and everyone started shaking their heads.