Bakugan Legends of Equestria

by KnightGomora1994


Grandpa's Got a Brand New Bakugan

At the docks of Wardington, Dan, Runo, Marucho and the Ponies were challenged by another Brawler that was sent by Masquerade. He was a Ventus Brawler by the Baku-Shooter on his wrist, we did not know who that brawler was. But if he was sent by Masquerade, he means business. He held out his Baku-Shooter preparing for the battle. "So, you chicken?" he asked Dan with a devious smirk.

Dan sighed knowing how this might end. "Another lacky of Masquerade's...?" he asked his friends.

"Yeah, this is starting to get old." Rainbow said as she glared at the Ventus Brawler.

Runo meanwhile formed a confident smile. "But just for fun, let me show you who's boss." she readied her Baku-Shooter.

"No way! I called dibs on this creep!" Dan stepped in before Runo could get ready.

"Hey! No fair!" Runo cried out as she narrowed her eyes at him.

"Dan wait!" Twilight tried to stop him, but before she could...

"Bakugan! Field Open!" the two brawlers called out as they entered the Pocket Dimension Battlefield.

During the battle, Dan managed to win two rounds. All he and Drago had left was to deal with the Ventus Brawlers Gargonoid. It roared out as wind was blowing around the arena, Drago spread his wings out and roared at his opponent. Dan meanwhile was holding his ground preparing for what's next. "Come on Drago, defense...!" he said. But soon he saw a giant twister being formed around Garganoid.

Drago was trying his hardest to pull away from the twister. "Must resist...!" he struggled to pull away, but it pulled him into the twister.

"Drago! Hold on!" Dan called out as the twister blew him away. But in doing so, he managed to pull a card out. "Ability Activate! Boosted Dragon!" he called out to his partner as he activated it. Drago roared out as he got into the twister, he looked to where Garganoid was and blasted it landing a direct hit.

In a flash, they returned to the normal world, and time resumed to where it was stopped. Runo meanwhile was really furious as she walked to him. "No fair! You're butting in Dan?! Huh?" she noticed the Ventus Brawler jumping into a boat.

He turned to them with a scowl knowing he had been defeated. "You just got lucky, that's all! I'll be back you freaks!" he yelled as he sailed off.

Runo watched as he left and looked to Dan. "So... I'm guessing you beat him?" she asked him.

"Looks like it, for a minute there I thought he was gonna lose. But I guess he made it out alright." Twilight said as she looked at Dan noticing something.

"Way to go Dan! I had total confidence that you could do it." Marucho said to him with a bright smile.

Dan stood still for a moment but forced a smile. "Eh, it was nothing... heh... I had him on the ropes..." he said as he turned to them only to feel weak in the legs.

Twilight and the others panicked seeing what was gonna happen. "Uh-oh, somepony catch him, he's gonna-" Twilight called out as Rainbow rushed to him catching him from fainting. She set him down gently, and saw how exhausted he was.

"Dan, you okay? Come on, talk to us!" Rainbow pleaded to him as the others gathered around him.


It was late in the evening, Runo, Twilight and the others helped Dan get back home having him rest in his bed. Dan was so exhausted, Runo and Marucho couldn't help but worry about him. "Man, that was way up there on the freaky scale..." he said exhaustingly. "I remember I beat that dude... but after that it was a total blank..." he said as he rubbed his head.

Marucho chuckled a bit. "Oh that was so hilarious Dan, the way that wannabe Brawler had his tail between his legs." he said to him.

"Marucho, this is no time for jokes." Rarity said to him.

Runo looked to him worried, but chose to hide it with a smirk. "Well it is kind of your own fault Mr. Butinsky..." she said to him.

Dan shot up and glared at her. "I knew this would turn into a snooze fest! I'm just lucky that Drago was tough enough to take that chump out when he did!" he exclaimed.

Twilight grabbed his shoulder. "Dan, take it easy, you need to rest and regain your strength." she said to him.

"She's right Dan, don't strain yourself." Fluttershy begged of him with a worried expression.

Meanwhile Marucho shut his eyes in thought. "According to my data, you'll face much stronger opponents. I might suggest our strategy should reflect this in any future battles." he explained to them, only to get a confused look from both Runo and Rainbow Dash.

"In English please...?" Rainbow asked him.

"What he means is that a Bakugan is at its peak when all of its Six Attributes are in perfect allignment. Dan's Bakugan is Drago, and he's a Pyrus, a Fire Attribute. Runo's Bakugan is a Haos, a Light Attribute. And Marucho's Preyas is classified as an Aquos, that's Water." Twilight explained to Rainbow so that she could understand the situation.

"But the problem is combined, we don't have enough Attributes to fight at full power." Marucho added to the explaination.

"Add on Julie's, which is a Subterra the Earth Attribute." Rarity added.

"Which means we're two short. Darkus with its Darkness Attribute, and the Wind, Ventus." Runo said to them.

Just from hearing the wind attributes name, it hit Marucho as he realized something. "Hey! Guess who has Ventus."

Dan connected the dots and immediately realized who he meant. "Shun?!" he exclaimed and looked away crossing his arms. This didn't go unnoticed from the ponies.

"Correct Dan, right now Masquerade is stronger than us. I suggest we allign ourselves with Shun and increase our power to defeat Masquerade." Marucho said to him.

"Brilliant! With Shun on our team, we'll be a force to be reckoned with. No one will come even close to beating us, not to mention Shun's a real hunk. Right Dan?" Runo asked him as she turned away from him.

"This is the most impecibal proposal I believe we've ever engineered. What do you think Dan?" Marucho asked him.

"No!" Dan shouted out. Marucho was surprised from this action, as were the ponies. They knew something was up, and they needed to know what it was.

"But Dan, we need all the help we can get." Runo said to him only to get silence from him. She looked to Marucho but got an idea that might be able to get to Dan quicker than a cold in Winter. "Or maybe you're... jealous!" she said to him.

Dan immediately shot up glaring at her. "I am not! Besides I don't need any help! From him or anybody else, even you Runo! You got that?!" he yelled at her while getting underneath his blanket to hide himself.

Runo only giggled seeing it. "Yep, you're jealous." she said to him.

At that moment, Dan was trying to hide under his blanket, but couldn't hide how he's feeling. "Girls.... who need's them...?" he thought to himself.

Meanwhile, Pinkie raised her hoof to get their attention. "Excuse me! Not to interrupt but... who's Shun?" she asked them.

"We heard Dan mention him before, but he neglected to tell us." Twilight said to them.

"We're still trying to figure that out..." Runo explained to them.

"They had a falling out...?" Rainbow asked them curiously.

"We're not sure... but we should probably give Dan some personal space." Marucho said as he noticed how grouchy he's been acting.

They walked out of the room to give Dan all the rest he can get. Twilight meanwhile was looking back at the door, knowing something was wrong. Sure she and her friends have had their share of Friendship Problems back in Equestria, but she never imagined there would be one here in Dan's world. That's something she couldn't look passed. Meanwhile Rainbow rushed up to Marucho with much curiosity. "Hey Marucho... is it possible that we can get to Shun's house from here?"

Marucho only smiled confidently knowing he can. "Rainbow Dash my friend... you're talking to the right person for the job." he said to her.


Night fell, Runo, Marucho and the ponies were at Marucho's house preparing to depart in Marucho's private plane. "Boy... if Dan finds out what we're doing, he's gonna be so mad." he said worriedly.

"I'm with Marucho on this, he'll be very upset when he finds out." Twilight said to Runo with a worried expression.

"Relax Twilight, we have to ask Shun to help us. And trust me, Dan will thank us." Runo said with a confident smile.

Meanwhile Marucho wasn't feeling convinced of her enthusiasm. "I hope so..."

As they left the city, Twilight was still troubled about why Dan refused to ask Shun for help. "I wonder why Dan is so dead set against Shun...?"

Runo sighed knowing she had to know the reason. "I remembered they used to be the best of buds. They were even the ones who came up with the Bakugan Rules." she said to her.

"They did?" the ponies asked her surprised.

"Wow... that's almost interesting." Preyas said to them.

"Call me crazy, but I thought for sure Dan would want to hook up with Shun again." Runo said as she looked down worriedly.

Rarity noticed it and walked to her gently placing her hoof on her leg. "Runo... are we really doing this to get Shun to join us...? Or are we doing this because you're worried about Danile...?" she asked her.

Runo's face immediately turned red as she turned to Rarity. "IT'S NOTHING LIKE THAT!" she screamed out. But Rarity saw that she was totally hiding how she feels. Runo saw she formed a small smirk across her face and quickly figured it out. "Rarity, this has nothing to do with Dan, we're trying to get Shun to join us. Nothing else, got it?" she asked her.

Rarity only giggled. "What ever you say darling."

At that time, Marucho looked out and saw an amazing sight. "Look Runo, I think that's Shun's house down there." he pointed out as Runo looked to it surprised. Even the ponies were amazed of how it looked. "According to my research, Shun's family owns the largest estate West of Bay City."

After landing, they approached the front gate seeing how tall it was compared to them. "Big bucks, and good looks? Hellooo Shun!" Runo said with a playful tone.

Rainbow quickly elbowed her to make her stop. "Runo, we're here on business. Besides, what if this Shun decides he's not interested in joining us? Have you ever thought of that? Our whole mission would be a failure, and worse we could lose our Bakugan." she said to her to get through her thick skull.

"Quit being such a worry wort! Now, lets get this over with." Runo looked to the door with a serious expression. "Hey Shun!" she called him out only to see the door open by itself.

Rainbow Dash was surprised from seeing it. "Uhh... that was fast. Twilight, was that you...?"

"Don't look at me, I had nothing to do with it." Twilight reassured her.

"Lets get going." Runo said as she walked to the house. She and the others approached the door and opened it looking inside. When they looked inside, they saw a dark hallway that seemed to look spooky just by looking at it. But they weren't gonna let that stop them as the began to proceed down the hallway. "I wouldn't want to be the one who has to vacuum this place." she said as she looked around.

Fluttershy stayed behind Rainbow as she looked around. "You think anyone's at home?" she asked as she trembled a bit.

"Not a clue... but lets keep looking..." Rainbow said to her. "This place almost reminds me of your house Marucho. One big oversized mansion with never enough bathrooms." she pointed out as she accidently stepped on a tripwire sounding an alarm. "Oh no, what did I do?!"

Out of no where, hidden traps revealed themselves shooting out rods with soft points on them. They dodged them trying to avoid getting it. "Lets get out of here!" Runo cried out as they ran from the traps. As they ran, they saw that the floor ahead of them opened a pit for them to fall into but they managed to leap over it making it to safety. But when they weren't aware... a net fell down and caught them.

The ponies struggled to get out of it. "This house is one big booby trap!" Rarity cried out.

"You can say that again!" Runo struggled to get out of the net. Suddenly she started hearing the sound of chuckling and looked to the source. It was an elderly man, tanned-skinned, brown-eyed, grayish white-haired and bearded old man. He wears a traditional Japanese dark green kimono and white hakama. His hair is tied in a high pigtail. Additionally, he wears a pince-nez. He is seen with a Bokken, which is his weapon of choice.

He chuckled revealing himself as Shun's grandfather. "Well, what have we here? A couple of snoopy little kids, and their ponies who have the gaul to break into my house." he said to them with his eyes narrowed at them. "If you two little whippersnappers and your pets think you're smarter than me, then you got another thing coming."

Runo at the time was blankely looking at him curious and confused. "Yeah, you got any clue who the old dude in the sweat pants is...?" she asked.

"Yeah, and can any human in this world stop calling us pets?" Rainbow asked.

"That's Shun's grandfather, he used to be a famous ninja warrior back where there used to be ninja warriors." Marucho explained to them.

Rainbow was surprised from hearing it as she looked to the old man. True she wanted to be a Wonderbolt, but a Ninja...? That's just as awesome, but she can almost find it hard to believe to know this old man used to be one. "You're kidding... this old dude...?"

"State your business here... or prepare to face my..." he pulled out a wooden sword and pointed it at them. "Wooden stick...!" he said to them firmly.

Marucho panicked and held his hands up. "Please... put down the stick, we come in peace!" he stated.

"Yeah, we're friends of your grandson Shun!" Runo pointed out. "We just want to see him..."

"If that isn't too much to ask..." Fluttershy said to him.

But the old man was surprised from hearing it. "My grandson? You say you're friends...?" he asked them.

"My name is Runo... and this is Marucho." she pointed out to him.

"And these are our friends, Twilight, Rainbow Dash, Fluttershy, Rarity, and Pinkie... their friend Applejack is currently at our friend Julie's house at the moment. But its-" before he could finish, Runo started digging through his pockets. "HEY WHAT ARE YOU DOING?! TRYING TO GIVE ME A WEDGIE OR SOMETHING?!!" he exclaimed.

The old ninja warrior looked at them feeling unconvinced of their story. Meanwhile, Runo pulled out one of Marucho's Bakugan and showed it to him. "See? Show this to Shun and he'll explain everything to you." she tossed it to him showing that it was Preyas.

"NO PLEASE!!! WHAT DID I EVER DO TO YOU?!!" he flew towards the old man hitting him in the head. He rolled down on the ground and opened up shaking his head from the hit. He eventually saw the old man reaching for him and he immediately tucked into Ball Form as the old man grabbed him.

He looked at Preyas curiously but looked to the kids and the ponies. "Oh yes... you're what they call Bakugan Brawlers. I know all about you... and you're here to get Shun to play this silly game again." he connected the dots.

Twilight was surprised how quickly he figured it out, she began to chuckle nervously. "Well yeah, that's kind of what we were thinking..." she said to him with a nervous smile.

"That's what I thought. He's not interested." he pointed out. "Now leave the premises at once intruders." he ordered them to leave the household at once.

Pinkie jumped out to confront him. "Please! Please! Please! Could we just see him for five minutes, pleeeaaaasssse?" she pleaded to him.

Grandpa Kazami's eyebrow was beginning to twtich from hearing her. "You're starting to get on my nerves little pony, now beat it!" he said to her holding his firm expression.

A sigh came from Runo as she came to realize there's no reasoning with with him. "This isn't working... but I got an idea." she threw the net off and scowled at the old man. "Okay grandpa... if you refuse to bring Shun to us, we'll just go find him ourselves then!" she said to him.

"Yeah, and just one thing... you mind giving back my Bakugan?" Marucho asked him politely.

Grandpa Kazami only huffed knowing he had no used for it. "Why do I care..?" he tossed him back while secretly tossing something else in the process.

"Not again!" Preyas cried out as Marucho caught him.

Twilight noticed something on the ground, and saw that it was a smoke bomb. Her eyes widen knowing what will happen. "Everyone he tossed a smoke bomb!" she cried out only to see it explode creating a massive smoke cloud. She quickly used her magic to shield them from the smoke.

"Now, did you hear me?!" the old timer leaped into the air with his wooden sword in hand. "LEAVE!!!" he shouted out as he went to strike at them.

Runo and the others panicked but she and Marucho quickly pulled out their Gate Cards opening the Bakugan Pocket Dimension Battlefield by accident. When they entered the realm, they looked around in surprise of what happened. "W-Where are we...?" Preyas asked them.

"A Battefield..." Tigrerra pointed out.

"Runo and Marucho must have accidentally opened the Battlefield, and we all ended up here." Twilight said to them.

"So... do you wanna battle...?" Runo asked out of curiousity.

"ARE YOU NUTS?!" Preyas asked her out of frustration.

Meanwhile Pinkie was giggling. "Least we managed to get away from Mr. Grumpy Pants." she pointed out.

Marucho then realized and rubbed his chin in thought. "Wait a minute... I've got an idea..." he looked to them. "We stopped time when Shun's Grandpa was about to attack." he pointed out.

Twilight was starting to understand where he was going with this. "I get it, all we have to do is find the exact spot where we were standing." she said to them.

Runo was thinking it through and started to understand where they were going with their theory. "Oh, I think I catch your drift."

"Lets do it!" Rainbow yelled out.

They got into position to where they were standing. "Okay, I believe we were standing right over here." Rarity said as she stood where she was with the others.

"Okay we'll just move over here." Runo said as she and the others moved around where Grandpa Kazami was as she and Marucho pulled out their cards.

"Okay, are you ready?" Marucho asked.

"Ready!" the ponies called out.

"Ready, just say the word." Runo said to him.

"You got it!" Maruho called out as he and Runo flipped their cards.

"Field Close!" Runo called out as their cards glowed brightly.

As they returned from the Pocket Dimension Battlefield, Grandpa Kazami continued his descend only to see they weren't there. He panicked knowing what might happen. "This is going to leave a mark!" he landed on the ground only to roll straight into the hole where the floor opened up.

"NAILED IT!!!" Pinkie cried out as she and the others looked into the pit. The old timer looked unconscious, or so they were to believe he was.

He groaned a little bit and uttered out a few words. "Oh honeybun... did you put the cat out...?" he asked in his dream.

"Is he sleeping...?" Fluttershy asked in surprise.

"Well what ever he's dreaming about, I don't think we should be around to find out." Rarity said to her. Meanwhile Runo and Marucho gave each other a highfive. Then out of no where, a strange whistling sound called out. "What's that?" she asked.

"It sounds like a Leaf Whistle, its like playing the flute, only it takes years of practice." Twilight explained to her.

"Well who ever's playing it, needs more practice." Rainbow pointed out to her as she had her ears covered.

They rushed outside to see who it was, and to their surprise... it was Shun. Runo smiled at the fact they finally found him after having to deal with his grandfather. "Shun! Hey Shun!" she called out to him as Shun stopped playing his leaf whistle and looked to them. "We found you! I was beginning to get a little worried back there." she said to him.

"Its so nice to see you again!" Marucho said to him.

Meanwhile Rarity was starring at the young Ventus Brawler with a bright blush on her face. "When you said he was good looking... I didn't think you meant drop dead dashing..." she said to her.

Rainbow grabbed her and snapped her out of her day dream. "Focus Rarity, we're not here to fool around. We're here to get Shun to join us." she reminded her.

Shun heard them clear as day, but he didn't care about that for the moment. "Why did you come here...?" he asked in a serious tone.

"We know its short notice Shun, but we kind of need your help!" Marucho said to him.

"We don't know if you know this, but there's this really freaky dude who calls himself Masquerade. And he's been sending kids Bakugan to the Doom Dimension forever!" Pinkie said to him.

"Yeah, we have to stop him! He's challenged us to a battle, and before we agree... we need you and your Bakugan to boost our power." Rainbow explained to him as clearly as she could.

Twilight stepped forward and looked to him. "Without you, we all could lose our Bakugan." she said in a worried tone.

Meanwhile Shun looked away looking to the night sky and the moon. ""So what do you say Shun? You in or out? Well...?" Runo asked him with a bright smile on her face hoping he will accept their offer. But he spent a moment of silence without a response to their offer. "W-Well...?"

"Sorry... but I don't play on a team..." he said to them as they looked to him in disbelief. He turned to them with a serious expression on hi face. "Now leave...!"

Just when things were calm... Rainbow Dash immediately flared her nostrils and dashed up to him. "Now hold on! We came all this way to find you, and you're just gonna tell us to leave?!" she exclaimed as she narrowed her eyes at him.

Shun didn't feel threatened even in the slightest. "I have my own reasons for not joining... and if you don't like that, then why don't you go back to where you came from...?!" he said to her with an intense glare. Rainbow tried to stay calm, but one look in his eyes... she felt as if she couldn't stand up to someone like him.

She eventually backed down knowing she couldn't win. "Lets go guys... he's not worth our time." she walked passed them feeling defeat. Runo watched the rainbow maned pony leave feeling sorry for her. But she and the others followed after her. Shun meanwhile was watching Rainbow Dash as he noticed something in her eyes. She did have a will of fire... but is it strong enough to stand up to his?

As the two Battle Brawlers and ponies left the estate, the gates closed behind them. But Runo and Marucho stopped and turned back to the gate trying to force it open. "Shun open up! We're not done!" she cried out only to get no response from him.

Rarity looked to Twilight noticing how much in thought she was. "Now what do we do...?" she asked her.

"I don't know Rarity... I'm more worried about Rainbow Dash..." she looked to where Rainbow was as she sat alone at the edge of the forest. "She backed down the instant Shun looked her dead in the eyes. Something about him scared her..." she said to them. She soon heard a deep chuckle and looked to the source seeing its Grandpa Kazami.

"Didn't I tell you kids? My grandson doesn't want anything to do with you all. Now skedaddle before I get all ninja on you!" he said as he started laughing.

But that didn't scare them as Runo scowled at him. "Man, this old creep is giving me the creeps." she looked to the door and started pounding on it crying out for Shun.

"Please Shun, open up! If you don't, then all the Bakugan rules that you and Dan created will be destroyed forever! You gotta let us in!" Marucho pleaded to him.

Runo's face scrunched up as her anger was slowly building. "At least let us take you on in a battle...! SHUUUNNNNN!!!!!" she cried out for him.


Meanwhile, in an old shack, Shun was sitting in the upstairs basement. Near by a small Bakugan was watching him. "Are you you want them to leave Shun...? If they do... I don't think they'll ever come back again." she said to him. "They came a long way just to talk to you..."

Shun listened to her words and looked out towards the moon. "Yeah... and that pony who got in my face certainly has a flame that could rival mine."

"Oh Shun..." the Bakugan looked at him worriedly.

"Its okay Skyress..." he mentioned her name for the first time.

"If you're worried about me... don't... everything will be fine." Skyress said to him in a calm demeaner as Shun looked to her. "You must stop running away... from what's in your heart. After all... there will come a day where you will have to face up to it." she said to him like how a master would teach their pupil. She then opened herself from her ball form revealing what she looked like, which was a bird type Bakugan. "And this... just may be that time." she said to him.

Shun looked at her knowing what he had to do. Even if it meant going against his grandfathers wishes. He stood up and walked to a cabinet and opened a drawer finding his Bakugan gear inside. He looked at it and looked out to the forest where Runo and the others went.


In the forest, the team walked straight to Marucho's ship. "Boy... I can't believe what happened back there!" Runo cried out with much anger in her system.

"I know... first Dan blows us off, and then Shun doesn't want anything to do with us." Marucho said in a sad tone.

Rarity looked to them with a serious expression. "If there's one thing I'll never figure out, its human males." she said to them but looked to Marucho. "No offense towards you Marucho darling, but mostly to Dan and Shun."

"None taken." he replied to her as he looked to Runo. "Hey Runo, think we should go back and try again?"

"Why should we? If Shun doesn't want to help, its his loss." Rainbow said to him only to see Shun land in front of them. "S-Shun...?"

Pinkie leaped in front of her with a bright smile. "Did you change your mind and decide to join up with us?! Did you?! Did you?!" she asked feeling excited.

Meanwhile, lights shined around Shun as stood up and put his gloves on. He looked to them with the same harsh glare in his eyes. "But only if you defeat me... especially you... Rainbow Dash..." he pointed out to her catching her off guard.

"What?! Me?!! Why Me?!!!" she asked him in shock and surprise.

"Because I want to test your skill as a Ventus Brawler. I can tell that you have it in you, but you must prove you're worthy of the title of Ventus." he explained to her. Rainbow at the time didn't know what to think, true Alice suggested she'd be a Ventus Brawler. But for Shun to welcome a challenge? How can she possibly walk away from that?

Rainbow formed a grin of confidence across her face. "Alright, sounds like a blast. I'm up for it, just so I can teach you a lesson." she warned him.

At that moment, Shun formed a smirk across his face. "We'll see about that." he said to him.

"Rainbow Dash, you sure about this? You were scared out of your wits a while ago!" Pinkie cried out to her reminding her of what happened last time she stood up to him.

"Pinkie, just because he scared me that moment, doesn't mean he scares me now." Rainbow looked to Shun determined. "Besides, I owe this jerk some paybac."

"Wait Rainbow, let me take him." Runo tried to get in her way.

"No, let me Rainbow, I have a better chance putting my Aquos against his Ventus. You gotta trust me on this one." Marucho said to her.

"I'm ready when you're ready." Shun said to them gaining their attention in surprise. "I'll take all three of you on." he said to them.

They were all surprised from what he said to them. "You can't be serious." Rarity said to him.

Shun held up a card showing just how dead serious he was. "Yes..."

Twilight looked to Rainbow. "Rainbow, I hope you're up for this. Because from what I can tell, he's very skilled, so you can't let your guard down for a second." she advised her.

"Relax Twilight, we got this." Rainbow said to her as she walked with Runo and Marucho towards Shun. "Hope you're ready ponytail, cause you're going down!"

"Bring it!" Shun accepted her challenge.

"Bakugan! Field Open!" they called out as their cards glowed, Twilight and the others ponies decided to wait outside as the Brawlers and Rainbow Dash entered the Pocket Dimension Battlefield.

Rainbow looked at Shun wondering why he decided to take them all on, he may be a skilled brawler, but she mostly wondered what he meant by having the same skill. Meanwhile Runo had a fierce scowl across her face. "He doesn't know what he's doing, he's crazy. Three against one? He doesn't stand a chance." she said out loud.

Shun pulled out a Gate Card preparing the first battle. "Gate Card Set!" he tossed it out to the battlefield along with Runo, Marucho and Rainbow. Their cards expanded lining up with each other.

"Okay, I'll go first." Marucho pulled out his first Bakugan. "Bakugan Brawl!" he tossed in his Aquos Terrorclaw to the field. "Terrorclaw Stand!" he called out as Terrorclaw emerged on the field in its true form, screeching at Shun.

Rainbow saw that he wasn't scared of it. He held his stoic calm demeaner, holding up a Bakugan she never seen before. "Ravenoid Stand!" he yelled out as he tossed it to the field. It's ball form glowed brightly, and it emerged in its true form. Ravenoid is a Bakugan that looks like a humanoid raven. Its swoops down from the sky to attack its prey, grabbing it in its strong claws. Few Bakugan can escape Ravenoid's vice-like grip. Plated battle armor protects it from attacks. It screeched and stood ready for battle.

"Whoa... never saw a Bakugan like that before." Rainbow said as he looked at it.

"Okay, Bakugan Gate Card open!" Marucho called out as a Tsunami appeared. It rushed toward Ravenoid about to wash it away.

But Shun had other plans as he quickly pulled out his Ability Card. "Alright, Ability Card Activate! Tornado Pandemonium!" he called out as a twister formed and charged towards the Tsunami knocking it down with the force of ten thousand tornado's. Once the tsunami was out of the way, Ravenoid charged in and kicked Terrorclaw down forcing it back into Ball Form.

Marucho was shocked from what happened as Terrorclaw rolled up to his feet. "I-Impossible!" he cried out.

Ravenoid reverted to Ball Form and returned to Shun. Runo meanwhile, shot a glare towards Shun and pulled out another Gate Card. "This isn't over yet!" she called out as she tossed the card to the field. "Bakugan Brawl!" she tossed in her Saurus to the field. "Saurus Stand!" she called out as Saurus emerged on the field roaring out. "Saurus power leve at 290 G's." said the Bakupod.

Rainbow quickly turned to her after seeing it. "But that's not enough G's Runo!" she cried out trying to warn her. (Like Runo will ever listen...?)

"And that's exactly what he's thinking Rainbow. All I have you do is throw down my Saurus Character Card, and double my power." Runo said to her with a confident smile.

Meanwhile Shun tossed in a new Gate Card and tossed his Falconeer into the field. "Falconeer Stand!" he called out as Falconeer emerged on the field. "Falconeer power level 320 G's." said the Bakupod.

The Brawlers and Rainbow Dash were surprised at the fact that Shun didn't throw his Falconeer onto the same card Saurus was on. "He didn't attack us...?" Rainbow asked in curiosity.

Runo figured this had to be a trick. "We've gotta be careful and come up with a plan you guys." she suggested as she looked at the playing field trying to come up with something. Then it hit her like a brick wall. "I got it!" she quickly grabbed them as the huddled together. She whispered her plan to them, hoping that they would agree on it.

"Hmmm, you know as crazy as it sounds... it just might work." Marucho said to her as he pulled out his newest Bakugan. "Okay Limulas, game on! Bakugan Brawl!" he tossed it to the field seeing it land. "Limulus Stand!" he called out as the Aquos Bakugan known as Limulus emerged before them. Limulus looks like a trilobite, an extinct sea creature with a round shell covering its body. But Limulus is a Bakugan, so it's built to attack its foes. The sharp spikes on its back keeps enemies at bay. Limulus can use the two tentacles that extend from its mouth to capture its opponents. Then it steals the strength from its enemies to make itself more powerful. "Limulus has entered the battle, no other data available." said the Bakupod.

Rainbow looked at the strange little Bakugan with her eyebrows arced. She didn't know whether to trust Runo's plan, or come up with a plan of her own. "No offense Runo but... you sure about this plan...?" she asked her with curiosity and concern.

"We're looking good Rainbow, so don't worry about it. Now its time for phase two." Runo said as she looked to the battle field.

"You got it! Ability Card Activate! Holograph Divide!" he called out as he tossed it to Limulus causing it to glow brightly. "With this defense shield, Limulus' power will increase as the battle intesifies." he explained.

Rainbow started to understand where Runo's plan was going. "So that's why you sent him out there." Rainbow said as she looked to Marucho. "That's because he'll absorb the power used against him."

"That's right!" Marucho nodded to her in agreement.

"And that makes our plan virtually unbeatable. This is so cool!" Runo squeeked a bit.

Shun pulled out his Ravenoid. "Oh yeah...?" he tossed it out to the battlefield. "Ravenoid has now entered the battle." said the Bakupod as Ravenoid emerged on the field.

Marucho was shocked from seeing it. "Didn't see that coming."

Runo was just as shocked as she lowered her pumped up fists. "Back to the drawing board..." she said as she looked down.

"Well... looks like its my turn." Tigrerra spoke up.

Runo held her up and looked to her curiously. "What? What are you saying Tigrerra?" she asked her.

Tigrerra opened up from her Ball Form looking to her human Partner. "Shun's Bakugan are on the verge of attacking, I know their moves. Trust me!" she pleaded to her.

Preyas flew up next to Runo. "Thatta boy Tigrerra! You get in there and show'em who's boss!" he cheered her on.

"This just might work, give it a try Runo." Rainbow said to her.

"Right, lets do it." Runo said as she held up Tigrerra. "Okay Tigrerra, we're all counting on you." she pulled out a Gate Card preparing for their new plan. "Gate Card set!" she tossed it to the field. "Introducing new player." said her Bakupod. "Bakugan Brawl!" she tossed Tigrerra onto the field seeing her land. "Tigrerra Stand!" she called out as Tigrerra emerged in her true form roaring out ferociously.

Shun saw it and looked to Skyress. "If I need you, are you there Skyress...?" he asked her.

"Yes..." she replied to him with a serious tone.

Shun looked to his oppenents preparing his partner for battle. "This is it! Bakugan Brawl!" he tossed her to the field. "Skyress Stand!" he called out as green flames shot up into the sky hiding in the clouds.

Rainbow saw it and was surprised of it. "What was that?!" she asked him.

"You will soon find out." Shun said to her as lights shined through the clouds. Descending from the clouds, was a Bakugan that left Rainbow Dash speechless. The Bakugan opened up her massive wings, revealing herself as Skyress. Skyress possesses the ultimate ability to resurrect. Her impressive vision scours the horizon. She has gigantic wing span and numerous long tails with sharp feathers at its tip. She is noble with a chivalrous spirit and fair in battle, and her form represents that of a phoenix. She flapped her wings and screeched.

Rainbow could almost feel amazed... but that the same time, she was terrified as she felt the power Skyress had. Runo meanwhile was looking at Skyress feeling surprised through every fiber of her being. "What is that...?" she asked her fellow brawler.

"That's Ventus Skyress..." Marucho said to her.

"Ability Card Activate! Winds of Fury!" Shun called out as he activated the Ability Card. Skyress flapped her wings sending strong wind currents toward Tigrerra. The Haos Bakugan tried desperately to hold her ground from the strong winds, but Skyress shrieked calling both Ravenoid and Falconeer to attack. They charged at her and attacked her from every direction. "Tigrerra Power Level decrease by 100 G's." said the Bakupod.

Meanwhile, Falconeer took out Limulus, and Ravenoid took out Saurus sending them back into Ball Form to their masters. Tigrerra saw it shocked and looked to where Skyress was only to see her charging at her. Skyress charged at her and struck her down causing her to writhe in pain. "Oh no!" Marucho cried out.

"Come on Tigrerra! You can't quit now, you gotta get back in there! We can't lose!" Runo called out to her.

Tigrerra at that time was too weak to continue the fight as she looked to Runo. "My battle... has ended..." she said to her as she roared out in pain reverting to Ball Form. Runo saw it happen as she fell to her knee's lowering her head.

"Is it over?" Preyas asked curiously.

Marucho was feeling devastated from what happened. "... Completely... and that includes Limulus and Saurus..." he said to him.

Meanwhile, Rainbow Dash was clenching her teeth together in anger and she looked to Shun with a harsh glare. "Not by a long shot! Shun's Winds of Fury attack may have knocked them out with one blow, which is completely unreal, but we can still win this!" she exclaimed in anger.

"But he launched his Skyress last, so his Falconeer and Ravenoid could run interference." Marucho explained to her.

"Yeah well, I think I just saw through his plan. Runo, I just figured out how to beat his attack." Rainbow said to her.

"Yeah, hang in there Runo, it isn't over till the pleasantly plum lady sings!" Preyas said to her.

"Yeah!" Marucho agreed with him.

Runo looked to them with a worried expression. "You mean... we still have a chance...?" she asked them.

"Now that we know his moves, we can counter him and beat him." Rainbow said as she grabbed a Falconeer of her own.

"Yeah, what she said." Preyas said in agreement.

"We need to use a surprise attack. So we need you Preyas." Marucho said as he held his partner. "You're out last hope." before Preyas could panic, Marucho held a tight grip around him. "Bakugan Brawl!" he tossed him to the field seeing him land on it. "Preyas Stand!" he called out as Preyas emerged through what we all know, as the dojo studio he pulled out.

Preyas smirked as he held an umbrella over him. "I hear there was a little swaray happening... and I thought I would just drop in and play!" he said as he turned around to face them. "Shall we begin?!" he then tossed his umbrella away and turned to Marucho with a panicked expression. "Well what do I do?!!" he asked him. "Preyas a 300 G's. Falconeer remains stable at 320 G's." said the Bakupod.

"This doesn't look good." Marucho said as she looked at their power levels.

"Don't worry Marucho, Ive got it figured out." Rainbow said as she helped Runo up.

Marucho looked to her with concern. "You sure you know what you're doing?" he asked her.

"I have to prove that I can beat this guy before he takes us all out. And Runo needs to get Tigrerra back into the battle to help Preyas." Rainbow said to him showing a determined face.

"But Rainbow, once a Bakugan loses in battle, the rules clearly state you can't use it again." Marucho reminded her of the rules.

Runo was silent for a moment, but she managed to pull herself together and looked to the battle. "Yeah, but I think I found a loophole. Just leave it to me, okay?" she looked to Rainbow feeling determined. "Rainbow, you're up! Here's what you can do. You keep Shun's Skyress busy with Preyas and your Falconeer." she planned it out.

Rainbow meanwhile panicked from hearing it. "Are you CRAZY?!! She'll totally thrash me!" she cried out.

"I know its crazy, but you need to try." Runo said to her with pleading eyes. "Please Rainbow... you want to prove you can be just as awesome as Dan. Don't you...?" she asked her.

Rainbow at that moment knew where she was coming from, but despite how crazy the plan was... she wasn't going to let Skyress push her into a corner making her feel trapped. She nodded to Runo and pulled out her Falconeer. "Yeah, sure." she said with a smile.

Shun watched them but mostly Rainbow sensing her fear starting to disappear. "Are you ready Rainbow Dash?" he asked her. She looked to him surprised as he activated he Gate Card. "Gate Card open! Possitive Delta!" he called out.

Rainbow panicked from what was going to happen. "You gotta be kidding me!" she cried out.

"Oh crud!" Preyas panicked but thought quickly and leaped into the air. "Change of Attribute! Darkus!" he changed his Attribute to the Darkus Attribute. "TADA!!!" he cried out.

"What?!" Shun saw it surprised. "Attribute Change? No way!" he cried out. "Typhoon Power reduction to 120 G's." said the Bakupod.

"But how?!" Runo asked in surprise.

"This is so cool... Shun's Possitive Delta steals power away from Water, Light and Fire Attributes. But when its attacked by Wind, Earth or Darkness, it works in reverse. In other words, my Preyas is sapping Shun's Typhoon drying!" Marucho explained to them.

"Oh yeah, that's because Preyas changed his attribute." Rainbow said with a smile.

"Way to go Preyas! That was sweet!" he complimented his partner.

Preyas smiled in return. "Yep, its a dirty job, but somebody's gotta do it. How bout some back up Rainbow? I can use an extra dance partner." he said to her.

"Hope you don't mind me bending the rules." Rainbow said to them with a smirk as she held up her Falconeer. "Bakugan Brawl!" she tossed it onto the field seeing it land next to Preyas. "Falconeer Stand!" she called out as Falconeer emerged on the field facing its opponent. "Get'em!" she called out to her Bakugan and Preyas.

"Alright! Falconeer, you take the first hit!" Preyas said as Falconeer charged at Shun's Falconeer and knee'd it in the stomach causing it to shriek. It then struck Shun's Falconeer down towards Preyas for him to finish it. "Alright! Incoming!" he leaped charging at it punching through it, forcing Shun's Falconeer to revert to Ball Form.

Shun saw it surprised as his Falconeer landed right next to him. He looked to Preyas as he returned to Marucho. "So... there is a Bakugan that can change his own Attribute." he then looked to Rainbow as her Falconeer returned to her. "And she joined in the battle at the last minute... she was terrified when she first saw Skyress, but something changed in her. Guess she's not just talk after all." he thought to himself as he pulled out another Gate Card and tossed it to the field. "Bakugan Brawl!" he tossed Skyress into the field. "Skyress Stand!" he called out as Skyress emerged on the field. "Skyress has entered the battle." said the Bakupod.

Skyress opened up her wings and looked to Rainbow Dash. "That was a bold move you pulled there young one. I can honestly say I'm impressed." she said to her in the form of a compliment.

Rainbow let out a small chuckle as she crossed her arms. "What can I say? I'm awesome." she said to her with a confident smile.

"Let's hope you can hold onto the cofidence. Because you still have a lot to learn about being a true Ventus Brawler." Skyress advised her holding her firm expression.

"Okay Griffon, Bakugan Brawl!" Runo tossed Griffon into the fray seeing him emerge on the battlefield. "Ability Card Activate! Venomous Beast Torrent Attack!" she called out as Griffon roared out and switched places with Tigrerra.

"Whoa! What was that ability?" Rainbow asked her.

"The Venomous Beast Torrent Attack allows Tigrerra to switch places with the Bakugan that was sent in. That Bakugan being Griffon." Runo explained to her.

"Okay, that... is awesome... I take back everything I said about you being a total air head." Rainbow said to her.

Just from hearing it, Runo immediately snapped. "YOU CALLED ME A WHAT?!!" she exclaimed. Meanwhile Tigrerra charged toward Ravenoid and struck it down forcing it back into Ball Form. She roared out and reverted to Ball Form returning to Runo. "Nice Job!" she said to her forgetting about the comment Rainbow Dash said.

"Thank you for giving me a second chance. And don't worry about what Rainbow Dash said." Tigrerra said to her.

"I didn't realize you can morph your Bakugan. That's how you got Tigrerra back into the battle again." Marucho said to her.

Rainbow meanwhile, looked to Skyress knowing its not over. "Uh, lets talk about that later Marucho, we still have one more Battle to win." she said to him as she turned to Shun. "Hey Shun! What do you say you and I settle this with a three on one?"

Shun smirked and prepared his ability cards. "You're welcome to try." he said to her.

"Bakugan Brawl!" Marucho tossed in Preyas into the field. "Preyas Stand!" he called out as Preyas emerged on the field and pulled out an Ability Card. "Ability Card Activate! Wind and Water Combined!"

"Ability Card Activate! Savage Edge!" Runo called out as lightning came down bringing Tigrerra back into the battle as she roared out facing Skyress.

"Bakugan Brawl!" Rainbow tossed in Falconeer seeing it land on the field. "Falconeer Stand!" she called out as Falconeer emerged on the field next to Tigrerra and Preyas. "Alright Shun, lets see you counter this!" she said to him with a smirk.

Shun at the time, was prepared for anything. "Gate Card Open!" he called out as the card began to glow empowering Skyress. "Alright Skyress, lets lock and load." he said to her. "Accessing Strength, Skyress power surge to 720 G's. Preyas increased 400 G's. Tigrerra to 340 G's. Falconeer at 440 G's." said the Bakupod.

"And once you add that up, 1180 G's!" Runo said to them.

"We're in the home stretch!" Rainbow started to cheer.

Tigrerra, Falconeer, and Preyas began charging at Skyress. "We are the champions!" Preyas called out.

"Lets finish this!" Tigrerra leaped at Skyress and rammed her down with Falconeer.

She writhed in pain and looked to her partner. "Shun!" she cried out to him for help.

"Don't worry Skyress, I still haven't played my ace yet. Ability Card Activate! Fire Storm!" he called out as Skyress's power started to increase. Flames started swirling around her. "Skyress Power Increase detected, combined reading at 920 G's." said the Bakupod.

"Ha! We're still ahead of you, you can't beat us with that attack." Rainbow said to him with a confident smile.

Shun only smirked at her. "Wanna Bet? Take out her Falconeer!" he called out to his partner seeing her strike Falconeer first given it was weaker than the others.

Rainbow watched as her partner was forced into Ball Form. "WHAT?!!" she exclaimed as her partner reverted to normal. "That's not fair!" she cried out. "Falconeer eliminated, Preyas and Tigrerra now standing a 740 G's." said the Bakupod.

Preyas began to panic from hearing it. "We're in trouble!" he cried out as Skyress struck them down forcing them back into their ball forms. Runo gasped in horror from seeing it as their partners rolled down to them.

Rainbow was stunned from what happened, she looked to Shun who stood as green flames flowed around him. "Game over..." he said to them as he caught Skyress who returned to him. "You lose our bet."

Marucho tried so hard not to believe what had happened. "Aw but..." he tried to speak but was completely devastated.

"Oh no..." Runo said as she felt crushed from what happened.

Meanwhile, Rainbow... was trying to hard not to give up, but one look at Shun, she couldn't go on. She fell to her knee's in defeat. "You're right... we can't win against you..." she admitted to him as they returned to the real world. She felt her tears running down her cheek as she felt defeat for the first time in her life. But suddenly... she felt a hand touch her shoulder, and she looked only to find it was Shun.

Shun looked at her as he held his hand to her shoulder. "Do not take this loss to heart... learn from this experience, and make yourself stronger. You have a lot of potential in you Rainbow Dash, you just need to take time to practice... and when you're ready... come find me." he said to her and stood up. He turned and walked away from her leaving her to her thoughts.

Twilight and the others rushed over to them to check on them. "Rainbow Dash, you okay?" she asked her worriedly.

"I take it you guys didn't win...?" Pinkie asked them with her ears lowered.

Runo and Marucho lowered their heads knowing she was right. But Rainbow Dash stood up cleaning her tears away. She formed a strong and determined smile. "We may have lost... but I'm not giving up. Not now... not ever..." she said as she watched Shun leave.


When they got back, they were walking down the street to Dan's house knowing he had to know what happened. Twilight meanwhile, was noticing that Rainbow was still smiling from what had happened. "Rainbow, you sure you're okay? You've been smiling like that ever since we got back." she remindedd her.

"I know right? I mean you three were defeated by Shun!" Pinkie cried out.

"The nerve of that boy, he should have known better than to do that to you three." Rarity said to her.

Runo sighed from hearing it. "Yeah, we don't need a reminder Rarity." she said to her then looked to Rainbow. "But even though we lost, why are you smiling Rainbow?" she asked her out of curiosity.

"Maybe the battle made her lose it." Marucho suggested.

"Guys, I'm fine... in fact... this battle taught me a valuable lesson." she said as she looked to them. "I wasn't ready... Shun taught me that much. Which is why I've got to get stronger. No matter what..." she said as she looked out smiling.

Pinkie began to smile seeing it. "So this is basically you trying to get yourself back in gear, because this is on the job training!" she said to her sensing a theme.

(This song is parody of Streets of Gold from Oliver and Company.)

Rainbow Dash;

Now listen up
We've got a lot to learn
And if you don't learn, you don't win

Rainbow rushed over to a car and leaped on top of the roof of it. She then turned around to face her friends.

But if you're tough
And always use your head
You'll feel right at home with the Battle Brawlers

Twilight and the others were beginning to groove to the beat, as were Runo and Marucho was they followed along with her.

Rainbow Dash;

When you've got skills ev'rything is free
Watch how we do things, ooh, I guarantee

Mane Six;

You're gonna see how the best survive
We make a style out of staying alive
If you just follow our lead
These are the rules of Bakugan

They danced in sync along with Runo and Marucho. Preyas joined the fun, but Tigrerra thought it best to stay out of it given the fact she's never danced before.

Ev'ry battle is a challenge to face
You'll face the enemy and you'll face them with style
If you play it brave and bold
These are the rules of Bakugan

They walled down the street following the groove. Runo then stepped up next to Rainbow to join the fun.

Runo;

To live from week to week
You need technique
So you practice ev'ry day

Marucho approached them taking the spot light.

Marucho;

The only rule is:
Thou shalt not get surrender
Get what you can and then win the fight

Rarity;

Remember all the battles you have faced
Remember we are always on your side

Mane Six & Brawlers;

You're gonna see how the best survive
We make an art out of staying alive
If you just follow our lead
These are the rules of Bakugan

They followed Rainbow as she thought back to the battle they just had.

Rainbow;

Ev'ry battle is a challenge to face
You'll face the enemy and you'll face them with style

Mane Six & Brawlers;

If you play it brave and bold
These are rules of Bakugan

Twilight danced and looked to Rainbow and smiled just how well she took the battle after everything that happened. She may have lost it, but that wasn't going to stop her closest and most awesome friend from giving up.

Twilight;

When you've got skills ev'rything is free
Watch how you do things, ooh, I guarantee

Mane Six & Brawlers;

You're gonna see how the best survive
We make an art out of staying alive
If you just follow our lead
These are the rules of Bakugan
Ev'ry battle is a challenge to face
You'll face the enemy and you'll take it with style
If you play it brave and bold
These are the rules of Bakugan

They sang their hearts out to their hearts content, they didn't even care. Not even Rainbow, because she let go of what happened during their battle with Shun. But she knew in her heart, she needed to get even with him. So she and the others went to Dan's home to tell him everything that happened.