//------------------------------//
// Extreme Aerial Battle 
// Story: Flash Sentry, Defender of the Peace S3 
// by Banshee531 
//------------------------------//

Doom Raizer was sitting in a dark room, watching a rerun of the Royal Knights getting their tails handed to them by three of his four underlings. Every time he watched one of them fall, his smile got a little bigger.

In that moment, he sensed a new presence behind him and spun around to see Grimhorn, Toxic and Hiveena step out of the shadows. "Master," Hiveena spoke as the three of them bowed, "we did as you asked."

"The Knights have been crushed." Grimhorn continued. "They would be foolish to try and continue their assault."

Doom let out a low snort, "Don't assume anything Grimhorn, my father does not give up so easily. He and his band of weaklings will come here, don't think for a second that they'll give up." He leaned slightly in his chair, his eyes staring daggers at the minotaur, "Remember why I asked you to fight them, because it was not to stop them."

"Yeah, yeah...like they're an actual threat." Toxic said as he slammed an armored hoof into the other. "The next time I see them, I'll melt 'em all into a pile of decaying ash."

Doom jumped off his chair and walked over to Toxic, staring him down as the bat pony shrunk a little from the glare. "Don't get cocky Toxic. Many of the knights' previous enemies lost because they got overconfident." He turned to Grimhorn and Hiveena. "Remember, I'm the one who saved you all and made you what you are now. Do not make me regret those decisions."

The three all stared at the floor, fear and shame covering their expressions, "Yes master."

In that moment, a new presence appeared in the room. They turned to see that is was the fourth member, causing Doom to smile. "Ah, you're back. About time."

"You're way too impatient, you know that?" the minion replied as it rolled its eyes. "Anyways, I got a report. It appears we're ahead of schedule now, as they've finally discovered the tomb."

Doom's eyes went wide, a huge grin shining on his face as he turned to the container holding the Omni Sphere's pieces, which he soon magically unlocked. The six pieces started to float out as Doom looked back at the fourth member, "Where is it?"

"The tomb is in the center of the city, below the ruins of the castle."

"Of course," Doom replied before turning to the other three. "Transport the prisoners to the outer edges of the city and have them dig there. Then start to patrol that area."

The three all shared a confused glance before Hiveena spoke up, "Master-"

"Do as I say!" Doom interrupted, his tone near a yell now. Hearing this, the trio quickly nodded before leaving the room.

As the trio fled with fear on their faces, the fourth laughed at the sight, "HA! They think they're so smart!" He turned back to Doom, "I still can't believe you recruited those idiots. They can't even understand the simplest of strategies."

Doom just waved his hoof at him, "Eh, they're all muscle in the end. If those three are around the prisoners, the knights will focus on freeing them."

"And while they do that, we grab the last piece?" the other finished, causing Doom to let a hearty laugh.

"You know it!" Doom then put the Omni Sphere's pieces together, almost making the sphere. He then cast a cold glare at the fourth member, "So...are the preparations ready?"

"Including the trap and the...facility, yes." the other replied while nodding, "Getting the magic to work properly was tricky, but we managed it." He then pointed at Doom, "Also, I wanted to give you a reminder-"

"I know." Doom interrupted, "I know that unlike those three who are loyal cause I saved their pathetic hides, our relationship is purely business." Doom then trotted up to him, Doom's eyes glaring daggers into his, "I fulfilled my part of our deal, and you need to fulfill yours."

"I will. You don't have to worry about that."

"Good," Doom grumbled before turning to leave. "I'm heading out. Do not fail."

The fourth member only nodded as he watched Doom step out the room, only to let out a hollow chuckle. "Tch, what an idiot." He then rubbed his chin in slight thought, "Well...he's not that stupid. Thanks to him, I already have everything I need, including if this goes south." A loud happy clap could be heard next as he began to leave the room as well, "Not only that Doom, once you've gotten the final piece, I'll take the Omni Sphere for myself. After all, in this world, there only two types of individuals. There are the users and the used...and like you Doom, I am a user."





Meanwhile...

Flash's head was pounding as he woke up, releasing a low moan before sitting up in his bed...wait, bed? He looked down and saw he was now sitting on a small yet comfortable bed, a white bed sheet now over his body. He blinked at the sight, only to then see that he was in a hardly decorated room that only had the mattress and a small wardrobe in it, complete with Lightbringer leaning on a nearby wall.

"What happened?" He asked himself as he rubbed his head. "All I remember was fighting those Doom minions and then...nothing." He stared at the room again, "How'd I get here?"

His answer came when the door burst open and Springer rushed in. There were signs of tears trying to pop out of his eyes, "I thought I sensed you waking up. How do you feel partner?"

Flash petted the jakhowl's head, "I'm okay Springer...but uh, where are we?"

"In the inn." Flash looked up to see Pepper enter the room. "After the fight, some of your friends brought you and put you in here."

Flash nodded before turning to Springer. "How long was I unconscious?"

"Twelve hours. First said you'd be okay with some rest."

"Right...twelve hours. Ouch." Flash mumbled as he rubbed his forehead, a new thought entering his mind, "How's everypony else?"

Springer let out a long sigh at this question. "Iron, First, Heather and Tidal are okay, only getting a few bruises and scrapes from the fight and that bull's shockwave. But Skybreaker's fake wing was destroyed, and Ruby..."

Flash didn't like the sound of that pause. "Ruby what?" When Springer still didn't answer, Flash pulled himself out of bed.

"You should be resting," Pepper told him, only for Flash to push past her with his wing, grabbing Lightbringer as he left the room. As he did this, he soon found the room he was looking for.

"Ruby!" he cried when he spotted her laying on her bed. Her body was showing a purple like hue on her skin, her breathing slow and unsteady with her eyes closed. First, Heather and Iron were all around her, First using Crossbolt to unload a steady stream of light blue magic into her body. "Is she gonna be okay?"

"She'll be fine," First told him. "Thankfully, after our run in with the Scorpentine, I began to study up on more potent anti-poison spells."

Flash looked down at where the magic was flowing into her body, only to see two large neck bites. Luckily, First's treatment was causing them to slowly shrink in size. Unfortunately, Flash still sighed. "How could this happen?"

"Because you got distracted." They all turned to see Skybreaker, Grand and Tidal step into the room, Skybreaker not looking to happy. "You let that changeling distract you, causing the minotaur to get you and knock Grand down. We would have won if you had stayed focus on your own fight. You've fought changelings before, so you should know they can change form." Flash frowned at this, looking down at the ground. But as he did, he found his vision suddenly jerked upward as Skybreaker grabbed his collar and pulled him eye to eye, "Give me one good reason to not shove you to the boat and make sure you never touch that blade of yours again colt!"

"HEY! Hang on a minute Skybreaker!" Heather spoke up as she walked up and pushed the two apart. "Who are you to talk?! You got distracted too, which let the minotaur break your wing! If you're gonna criticize somepony, don't be a hypocrite."

Skybreaker turned to her, glaring and growling at the knight, "Don't you dare Heather. He is not a knight and he brought a dog to a-"

"Oh grow up!" Heather barked back, tapping her hoof at his chest, "We weren't expecting these kind of fighters Skybreaker, which included a changeling!"

Skybreaker opened his mouth, only for no sound to come out. Instead, his eyes took a quick glance at his broken wing, only to let out a sigh. "I..."

"Stop it Skybreaker. No more fighting." Grand growled, only to get a small nod from Skybreaker.

"Yeah...I'm sorry." Skybreaker admitted as he turned to Flash with a small frown. "I apologize. I don't..."

"Its fine." Flash replied as he put his hoof on Skybreaker's shoulder, "Let's just get along so we can finish this mission, okay?"

"Yeah..."

Grand smirked at his apprentice, seeing he was starting to get things going with Skybreaker. He then turned to the others, "Now, let's get down to business everypony. For starters, we seem to be up against some truly different opponents, including that changeling."

Flash thought back to the fight, remembering every last detail. As he did this, he remembered a certain moment, "That changeling...she used my abilities, didn't she?" The others all gave him either nods or looks of intrigue as he continued, "She used a Lightbringer technique to stop Tidal's attack. The other changelings I've fought only copied appearances, and any other magic they used was only the magic they had."

"He's right," Grand added as he rubbed his head in frustration. "They can copy physical abilities, but not magical ones. The fact that this changeling could means she's even more dangerous than Chrysalis."

"And what about that bat pony?" Iron piped in. "What was with all that armor? Does he just use poison?"

"Not only that, this poison is incredibly unnatural." First added as he let out a sigh, his Crossbolt still healing Ruby, "I have studied bat pony venom and this...it is four times stronger than what I have ever seen."

"That's insane." Springer replied. "How can something make venom that strong and not get poisoned by it themselves?"

"I do not know."

"That pony could be a problem," Grand said as he crossed his hooves, "And that minotaur was nothing to scoff at."

Tidal stepped up to the center of room, tapping his hoof to get their attention. "Alright amigos, let's stop moping and whining and start getting things going." They all nodded at this, even Skybreaker, "Now, let's go over what we do know. Doom has a bunch of cloaked puppets under his control along with four underlings, one of which we haven't even seen yet."

Flash sighed in response. "Meanwhile, we're all pretty badly beaten up. We have one of our own poisoned and Skybreaker's wing is broken so he can't fly." He turned to Iron, "can't you fix it?"

Iron shook his head. "No. I checked the metal this town has, but none of its strong and light enough to repair his wing with."

"Dang..."

Grand was gritting his teeth at seeing his teammates all badly beaten up, all at the hooves of his own son. "Listen...maybe we should-"

"Stop right there," Skybreaker held his hoof up at his face. "If you're about to tell us to head back to the boat, then you can forget it." He moved his hoof around the room and pointed at the lot of them. "Everypony here promised that we would help you no matter what, and none of us would be worthy of being Royal Knights if we broke that promise."

"Too right."

Everypony turned to see Ruby picking herself up, Heather rushing over to her. "Ruby, don't-"

"Don't stop me Heather." Ruby moaned as she barely pushed Heather with her hoof, "Don't think this will stop me."

"Ruby, you're still recovering."

"I only just extracted the poison," First added.

"It doesn't matter," Ruby told them as her back hooves tapped the floor from the bed. "I refuse to be taken down so easily, and don't even think about making me stay here, because I won't." Her horn began to shine, her necklace glowing unison. "Like Skybreaker said, I vowed to help bring this criminal in, and I will not stop until he's brought to justice."

The others all glanced at Grand and then Flash, both knowing they would know the most about Ruby. Grand replied with a sigh while Flash just shook his head, telling them to not even bother. After that, Grand spoke up while crossing his hooves, "Alright. If you all are sure about this-"

"We are!" They lot of them interrupted in unison.

Grand nodded. "Then let's get ourselves ready to head out."

They all nodded and stepped out of the room, off to get everything they would need for their mission.





Outside the inn, a cloaked pony stared at a window, this one showing Flash talk to Springer. The pony just stared at the glass, letting out a small sigh.

"Excuse me?" a voice asked, causing the figure to look at the front door. There, Salt was standing, blinking at the pony, "Can...can I help you?" The figure didn't respond. Instead, the pony turned around, slowly walking away from the confused Salt. The colt continued to watch until the figure was finally out of eyesight, making him uncomfortable since that direction was the one the attacks had come from last night. "Who was that?"

In that moment, he heard hoofsteps coming down the stairs, making him turn to see Pepper and the knights. "Hey Salt," Springer said as felt the colt's confused aura. "Are you okay? You seem...flustered."

"Yeah, I'm okay." Salt replied as he stepped back into the building before walking up to Flash. "You remember your promise, right?"

Flash smirked as he patted the colt's head. "You know I do. I'll bring your dad back no matter what."

Salt nodded and stepped aside, letting the knights walk outside. The eight ponies and jakhowl all stepped onto the track leading to the crater, Skybreaker leading the way. As they walked, Iron stepped up to Flash. "You know you might not be able to keep that promise, right?" Flash turned and gave him an uneasy glare, causing Iron to shake his head. "I'm just saying. We don't even know if the kid's dad is alive. What'll you do then?"

Flash just smirked, "I'm going to keep my promise no matter what. He's alive, and I'm gonna bring him back."

Hearing this made Iron sigh, a facehoof soon following. "You know Sentry, you really need to learn to accept reality. Besides, who knows what they've done with the prisoners now that they know we're coming."

Grand then nudged Iron, "That's exactly right Iron. Unfortunately for them though, we now know that they know that we're coming. Attacking us last night might have injured us, but it also put us on guard. They overplayed their hoof."

"But they know we know they know that we're coming," Ruby replied, a small smack of her tail following. "What if they're setting up a trap for us?"

Tidal then piped up, his head slightly tilting, "Maybe, but we know that they know that we know that they know that we're coming. So-"

"Alright, we get it!" Springer cried, his paws covering his ears. "We don't need to do the whole shtick! Let's just do the mission already!"

Grand chuckled at this. "He's right. Let's focus on our mission and deal with whatever's waiting for us."

"Right!" Everypony replied in unison.

With that, they continued to trek through the wasteland for a few more hours until Skybreaker explained that they were close to the crater. On the way, they ran into more of the cloaked puppets, all obviously meant for sentry duty. Luckily, they were easy enough to dispatch, and soon found themselves at the edge of the crater. Getting down and crawling to the edge, the nine of them looked into the crater and saw something they were not expecting. "They've already dug it out?"

It was true. The crater was now much much deeper, and the buildings had been dug out to reveal high towers that had only had their tops sticking out the last time. There were several other buildings that were smaller and had previously been completely engulfed by dirt and digging destruction. In the center, a giant castle stood made of a different kind of stone than the buildings that surrounded it.

"So this is Omniara," First commented as he turned and saw Skybreaker pull a few pairs of binoculars out of his bag.

"Looks like the entire city has been unearthed," Skybreaker said as he scanned the sight over.

"How did they manage to dig it out in only six weeks?" Tidal asked as he took a pair of binoculars. "That would require massive amounts of horse power. Where'd they get that many ponies?"

In that moment, Heather spotted something that gave her the answer, "Maybe from a bunch of captured villagers."

The rest of them all followed her sight line and saw what she meant. On the far right side of the city, a bunch of cloaks were escorting ponies, all of them bound in chains. They all had looks of defeat and despair on their faces, their heads staring at the ground.

"Those poor ponies," Ruby whimpered out, her memories of her own people going through the same thing now flashing through her mind. "We have to do something."

First nodded at this. "Agreed. It is obvious Doom is using them to excavate the city. Who knows what horrors he has subjected them all too."

"So let's get down there," Iron told them as he gripped Piecemaker.

Grand quickly extended a hoof in front of Iron, "Hold on. We can't just run off half-cocked. We need a plan."

"Yeah...we might have a problem with that." Springer commented as he pointed to the bottom the crater, the others all glancing at him before following his paw. There, they all went wide-eyed as they now spotted Flash skidding down the crater before reaching the bottom and hiding behind a building, out of sight of the nearby cloaks. And as the cloaks moved past him, he quickly started to sneak into the site.

Grand sighed as his head slammed into the ground. "That kid and his kind heart. He's gonna get himself killed."

"Come on," Skybreaker grumbled as he stood up, motioning the other knights to follow as they all soon skidded down into the crater.





Doom walked through the corridors of the castle, the shards of the Omni Sphere floating around him. He already knew his father and the other knights were there, having felt several of his puppets being taken out.

"Just try it you old fool," he said as he found himself in front of a large pair of stone doors, soon opening them. There, he entered the Omni King's throne room. The room was similar to the one Celestia and Luna had in their castle, at least it would have been in its prime. Now, it was just a dust-filled room with rubble everywhere, its throne missing from the gravel-encrusted place.

But it was not the throne room he cared about, but what was under it. At the far end of the room where the king's throne had once stood, a large hole could be seen. Several cloaks were standing around the hole, pulling on ropes that lifted large bags of rock, dirt and sand out of it.

Doom stepped up to one of the cloaks. "What's the status of the tomb?" Despite being mindless drones, the cloaks could still retain information that could be magically implanted into Doom's head. "I see. So...we'll have to unearth the whole thing? Blast it, why did they bury the tomb that deep?!"

He stared down into the hole, which was so deep that he couldn't even see the bottom. The hole only showed a jet black abyss, light having little meaning in the darkness of the pit. "Hmmm...this could take longer than I thought." Doom then turned to one of the cloaks. "Go to my living quarters and bring the Omni Sphere's case, as well as the gravity bands. I may need them."

The cloak nodded before rushing out the throne room while the rest of the puppets continued working. Doom then took out his viewing globe and levitated it into the air, only for it to show an image of Flash sneaking through the city. "Of course you'd go after the innocents. After all, my father trained you." The image then changed to show Toxic Fang. "Toxic, Flash Sentry is making his way to you, so I want you to take him out. As the only one capable of flying, losing him will be a big hit to the knights' forces."

"Of course master, I will not fail you." Toxic replied, only for his image to fade away in the orb. Seeing this, Doom turned back to the cloaks, letting out a low, long sigh.

"Let's hope those three can slow them down long enough. I don't want to ask him to help with that." Doom crossed his hooves as he said his next thought out loud. "This is cutting things too close. I don't want to owe that blasted snake anymore than I already do." He turned back to one of the cloaks, "I need to see if my backup plan is ready yet. If the gravity bands get here before I come back, make sure they're set properly." Despite being a puppet, the cloak did a small nod, "Good."

With that, Doom left the room, leaving only the cloaks to continued their silent work.





Flash continued to sneak through the city, ducking in and out of any shadow he could find. Soon enough, he arrived where the prisoners were digging, only to also find a bunch of cloaks patrolling. Seeing this, he narrowed his eyes, soon seeing the ponies were also chained together, making Flash realize that he had to do a bit more than just beat the cloaks.

"Great...this isn't gonna be easy, is it?" Flash whispered to himself, "Gotta be smart about that..."

"Yeah you do." Flash barely stopped himself from yelling out before turning around, instantly seeing Springer standing by him with a smile.

"How'd you get here so quickly?"

"I'm not as big as you ponies partner." Springer replied as he leaned against the pegasi, "I can move around without being seen a lot easier than you."

Flash let out a low chuckle, "Should have guessed. Alright bud, here's the plan." Flash turned back to the prisoners. "I'll distract the Cloaks while you free the prisoners, got it?"

Springer nodded. "Got it."

"Then let's do this!" Flash leapt out of his hiding spot and charged at the Cloaks, drawing Lightbringer, "Flash Cutter!" A blade of light flew at the Cloaks, cutting several down and blinding the others.

Seeing this, the prisoners all started to backpedal as they saw another figure attacking them, making them think this was someone else that wanted them as slaves. That is, till they heard, "Bone Breaker!" They then saw a bipedal wolf creature rushing up to them, a bone shaped energy staff in his paws. He leapt at them, causing them to flinch as he began to swing down the weapon.

CLANG!

They opened their eyes at the noise and saw the creature had struck one of the connectors that locked their chains together, only to see that he had done no damage. "Damn it!" he cried as he started hitting it again. "Come on, break already!"

The sight made the slaves glance at each other in confusion, only for an earth pony spoke up. "You're...trying to free us?"

Springer looked up at the voice. "Of course! Name's Springer, and my friends and I are here to save you. Anypony here know Skybreaker? He stayed in your village a while back."

Several of them nodded at this, the others talking amongst themselves as relief soon showed on their faces. As they did this, Flash was still fighting the cloaks. After his initial attack, he had been forced on the defensive as the cloaks had all now turned their attention to him instead of the slaves. The whole group were now crowded together, all jumping at the defender in one singular attack. Seeing this, Flash spun his blade at the attack, "Flash Vortex!" he yelled as a whirlpool of light shot out of the sword, striking half of the group down.

"And..." Flash then spun the blade around both hooves, only to spin his body like a top, "Flash Cutter Barrage!" A flurry of magic energy blades flew out, cutting them all down before Flash put both hooves on the blade, "Flash Grinder!" He then transformed into a wheel of light, mowing down the rest of them.

The prisoner ponies were all amazed at the sight, shocked as he tore the cloaks apart. "Incredible..." a unicorn mare gasped, her eyes shining at the sight of the pegasi taking down the last cloak.

"Aw yeah! I win!" Flash cheered as the cloak fell into the dirt. He then let out a small 'whew' as he wiped his forehead, while letting out a breath of fresh air. That is, till his ears hopped up as he turned and saw the sound of footsteps of a fresh army of Cloaks coming his way. "Oh, come on! You gotta be kidding me!" Flash turned to his partner, "Springer, how's it going?!"

"Working on it!" Springer replied as he tried to slash at the chains with his Steel Paws.

"Work faster!" he heard Flash call out.

Up on one of the higher towers, Toxic smirked as he watched Flash and Springer try to save the ponies. He had not intervened yet, as he had wanted Flash to tire himself out before fighting. "Hmm....yeah, that should be long enough," he commented as he spread his wings. "Though I think I'll take the puppy out first."

With that, he shot off the roof and flew down towards Springer. The metal claws retracted from within his armour, the talons ready to strike. And as he flew towards the jakhowl, Springer had gone from trying to break the locks to picking them with his claws. But as he did this, his aura began to shiver. He then turned, blinking as he looked around, "Hmm?"

"Say goodnight!" The bat pony screamed as he slashed at Springer. But in that moment, an orange blur shot between them, making Toxic's claws touch dirt as he target disappeared. The bat pony came to a halt, soon looking where the blur had moved too, only to see Flash flying with Springer on his back.

"Whew! That was a close one." Flash commented as he pointed his blade at the bat pony.

"Yeah..." Springer gasped, putting his paw on his chest in relief, "thanks partner."

"No prob partner."

They then saw Toxic fly up to his level, claws still primed to strike. "You're not getting away that easily."

Flash shined a huge grin, gesturing his hooves in a 'come on' stance, "We'll see about that."

"FLASH!" They three looked down and saw the rest of the knights approaching, Grand now yelling, "Are you okay?!"

"We're fine," Flash told them before pointing at the slaves. "Just get those ponies to safety."

Grand looked between Flash and Toxic, knowing this was likely going to be a battle in the skies. Letting out a sigh, he nodded. "Alright, I'll leave him to you. Just don't get yourselves killed."

"Got it," Flash said before turning back to Toxic. "Alright tough guy. You ready to get your armored flank beaten?"

Toxic licked his fangs at this, "I'd rather just melt you into nothing,"

"We'll see who melts who," Flash replied as he tossed his blade into the air and pointed at the bat pony. "Now...count up your sins." He caught his blade and took a battle stance. "I see why Grand does that. It's fun."

"And looks super cool," Springer finished.

"Enough playing around! Its fighting time!" Toxic yelled as he shot towards Flash, trying to slash him with his claws. As he did, Flash easily dodged with a simple back flap.

"Now what?" Springer asked as he held on for dear life.

"Fire at him! Do it now!"

"Aura Blast!" Springer shot one of the aura spheres at the bat pony, only for the heavily armored pony to suddenly dodge and charge forward, slashing both claws.

Flash held up his blade and blocked both claws. Seeing this, Flash quickly pushed back before kicking at Toxic's chest, only pushing him slightly back. "You missed him. What are you doing?!"

"Give me some time, I'm just getting warmed up!" Springer yelled before unleashing a barrage of Aura Blasts, all of them covering the airspace. However, Toxic Fang managed to either evade or block them all using his armor. "No way! Not even one of them hit?!"

"My turn!" Toxic barked as he began slashing at the two, the talons repeatedly hitting Flash's blocking blade. "Stop hiding behind the sword coward! Fight me!"

"Give me a second slimeball!" Flash said as the claws created another swipe of sparks on his sword. Seeing this, he flapped a mighty gust of wind, just enough to push Toxic back. "Flash Cutter!" Flash swung his sword, a blade of energy flying straight for Toxic. However, the bat pony simply crossed his legs and allowed his armor to take the brunt of the attack, only for no damage to occur.

"You gotta be kidding!" Springer yelped.

"What is that armor made out of?" Flash added. "It's strong enough to handle my attacks, but light enough that he can dodge yours?!"

Toxic simply laughed. "Its amazing what Master Doom Raizer can do. He created this armor for me, and with it, I'll put an end to you." He licked his fangs again. "I haven't had a good meal in a long time, so I'm gonna enjoy this one."

The two frowned at this, Springer barking, "Take a bite out of me and you'll get a nasty hair ball."

"And a wicked case of heart burn," Flash finished as his sword glowed.

"I'll be the judge of that," Toxic told him, pounding his hooves together. "Let's go."





Back on the ground, the rest of the knights were working to free the prisoners.

Grand, Skybreaker, Tidal, Heather, First and Ruby were fighting off the Cloaks, while Iron worked on unlocking the chains. "How's it going there kid?" Skybreaker asked his apprentice as he finished another bunch of puppets.

"Working on it," Iron replied, a long heavy snort following. He was using Piecemaker, reshaping it into a key that could undo the lock, but getting the shape was proving difficult.

"Well work faster!" Skybreaker yelled. "There's a million of these things!"

Iron looked up from his work. "You know, when I'm not actually looking, he sounds a lot like Sentry....and now that I think about that, it terrifies me." With that, he got back to work.

At the same time, Grand was busy slamming the puppets with Grand Slammer. He was on the edge of the group, making sure to take down the brunt of their forces and leaving the strays for the others. "Grand Impact!" He yelled as his hammer shattered the ground, knocking all the cloaks away like they were ragdolls.

But as the dust cleared, Grand looked around to see if there were any more coming. As he did this, he saw something else. "Doom." Once again, Grand saw his son standing down a street of houses. Doom Raizer was just standing there, several cloaks around him. The unicorn then turned, instantly disappearing as more cloaks appeared around him.

"Doom!" Grand yelled as he broke into a full-on sprint.

"Grand!" Skybreaker called out, only for a wave of Cloaks to appear before the him and the fleeing Grand. "Darn it..."





"Flash Cutter!" an energy blade flew at Toxic, only for it to be split in half from his claws.

"Aura Blast!" A ball of blue flames shot across the sky, the sphere soon deflected by the bat pony's claws. It was here that Toxic thrusted forward, his claws ready to slash Flash. Flash quickly spun, trying to kick Toxic away, only for his leg to get caught in Toxic's hoof, his mouth now opening for the bite. "Bone Breaker!" A blue energy staff swung at Toxic's head, knocking him off the defender.

"Grraugh!" Toxic barked as flap back a few meters. "Grr....stop dodging and let me bite you!"

"Like I'd let you do that!" Flash yelled before grabbing Springer and flinging him upward. As he did this, Toxic stared at the now airborne jakhowl, only to hear, "Flash Grinder!" The wheel of light flew at Toxic, but he crossed his claws and blocked the attack.

"Nice try!" Toxic yelled before pushing Flash away, his claws managing to graze Flash's shoulder within the push. "But I'm not falling for such a straight forward attack!"

"Damn," Flash winced as looked his shoulder over, "he's good." At this point, Springer landed back on his back.

"His armor's too strong. Its blocking every move."

"I know," Flash growled, his wings slowly flapping. "And it doesn't help that you have to be careful each time you attack. One wrong move and you'll fall."

"I know..." Springer replied before an idea popped into his head. "I've got a plan." He began to whisper it in Flash's ear, making the pegasi frown.

"That's risky."

"Beats doing nothing."

"Alright," Flash cricked his neck, only for his wings to flare forward as he suddenly bum-rushed his opponent.

Toxic watched them flying towards him. "What's his plan?"

"Now!" Flash yelled as Springer leapt off his back while he pointed his sword at Toxic. "Flash Driver!" He started spinning and transformed into a drill of light, only for Toxic's claws to cross again.

"I already told you!" Toxic exclaimed as his guarding of the attack caused the two to freeze in midair. "I'm not going down to a straight forward attack like that!"

"Then how about a straight above attack!" Toxic looked up to see Springer falling towards him at high speed. "Steel Paw!" The claw shaped light appeared around his paws as he got close, ready to slash at Toxic with everything he had. Acting quickly, Toxic flared his wings, instantly hopping and pushing Flash downward. As he did this, Toxic's claws collided with Springer's, knocking them both back. Seeing this, Toxic flapped his wings, creating a gust to blow Springer away.

"Whoa whoa whoa!" Springer yelled as he found himself flying away from the battle.

"Springer! Hang on bud!"

Flash quickly nosedived to save his partner, only for Toxic to appear right in front of him. "Not happening," Toxic hissed as he slashed at Flash, forcing him to block with his sword. "Your little pet is about to become a pancake, so I suggest you worry about yourself."

"SPRINGER!" Flash cried out.

As Springer fell faster and faster, he noticed a nearby tower to his left and got an idea. "Aura Blast!" He yelled as he threw a ball of energy down towards the ground. He then threw a second sphere, which struck the first and exploded. The force of the explosion shot upward, pushing Springer into the tower roof, allowing him to grab the edge. "Whew...that was close." He moaned as he started to pull himself up.

Seeing Springer land safely, Flash breathed a sigh of relief before turning back to Toxic. "You'll pay for that."

"Oh will I?" Toxic flapped backwards, a big grin on his face. As he did this, the two began to stare each other down as they hovered in midair.

That is, until Flash broke the silence. "Why?"

Toxic raised an eyebrow. "Why what?"

"Why do all of this? Why put those ponies through all this pain? Why are you trying to get the Omni Sphere? Why are you working for Doom? Tell me...maybe I can help you."

Toxic simply glared at him. "You wouldn't understand."

"Try me."

The bat pony growled under his breath. He wasn't sure what to say, but he knew that even keeping one knight distracted for a bit would help Doom. He then shrugged as he began to explain, "Alright. I'll tell you. For a thousand years, my kind has been forced to hide in the darkness. Ever since the loss of our princess, the rest of Equestria has subjected us to oppression and hiding away. We were forced to make our homes in caves and other dark areas, where other ponies deem them 'unfit' for 'normal ponies'."

Flash crossed his hooves at this, letting out a snort. "Yeah, Luna already told me all about this. I know the thestrals had a hard time after Luna's banishment, but things are different know. The night guard is returning, and I'm sure she I could convince her to let you join. Heck, with your skills you'd go far. You could help so many-"

"SHUT UP!" Toxic interrupted, his tone now at yelling levels. "I don't care about helping others! Why should I help them when nopony has ever helped me?! Not even my own kind cares for somepony like me!"

Now it was Flash's turn to raise an eyebrow. "What are you talking about?"

"I'm talking about this," Toxic then did something totally unexpected. He started to remove parts of his armor. Piece by piece, he removed them and dropped them to the ground. As he did, Flash's eyes grew wider at what he saw. Toxic's entire body was covered in tiny round scars. Neck, body, legs and hooves, twin marks could be seen through his black fur. Flash instantly recognized them, remembering the same markings on Ruby's neck that morning. They were bite marks, all from bat ponies.

"You see," he said, a long tongue slowly sticking out of his mouth. "My own kind tried to kill me all because they feared me."

"But why?" Flash asked in horror.

Toxic smiled as he raised his hoof. "Here...LET ME SHOW YOU!" With that, he shot towards Flash, his hoof pulled back for a punch. Flash reacted on instinct, his own hoof quickly raising to punch his opponent as well.

The two hooves soon met, the force of the punches causing a small shockwave. For several seconds, they remained like this. That is, till Flash's face became screwed up in pain as he pulled back while holding his hoof. "AAAAAHHHHHH!" He cried as he looked down at his hoof, seeing the veins in it turning purple. "What the hell?!"

Toxic just laughed at this. "Now do you get it?! That armour wasn't meant to protect me! It was to protect others...from me!"

Flash did get it. Somehow, this guy had poisoned him through a simple touch. "But how? What did you do?!"

Toxic's face now showed a truly devilish smile. "Simple. I secrete a venomous sweat from any part of my body. The venom is so toxic that one touch is all I need to take anypony down."

"That's insane..." Flash commented, only to realize he was starting to fell light-headed. "How...how can somepony have that kind of ability?"

Toxic frowned as he stared at his hoof. "This power, is my curse. It made everypony, even my own family, fear me."





"I was only ten years old when it started. All bat ponies start to develop poison and grow fangs at that age, but I was something different."

"Mommy!" A young Toxic rushed towards his mother, a large smile on his face. "Look, look! My first fang!" He opened his mouth wide, showing off the tiny sharp tooth poking out of the top of his mouth.

Toxic's mother leaned down and saw the fang, a big smile soon shining on her face, "Oh honey, that's wonderful." She pulled her son into a hug, holding him tightly. But as she continued to hug him, her eyes suddenly shot open. She felt...cold. She tried to release the hug, only to feel a barrage of wetness on her chest.

Confusion covered Toxic's face as he felt his mother stiffen up, her hold suddenly weakening. The next thing he knew, his mother fell to the floor, unmoving from the fall. "Mommy?" He asked as he shook her, "mommy...MOMMY?!?!"

"Everything changed after that."

As Toxic walked through the many large tunnels that acted like streets in their underground home, the bat ponies around him all stared. Whenever he got within ten feet of one, they would quickly back away in fear. It didn't take long till he would come to a stop, soon seeing the fear and disdain in their eyes. "Stop it...STOP LOOKING AT ME LIKE THAT!"

He soon walked away, trying his best to not touch anypony as he did.

"All it took was one touch, barely a graze, and they'd fall. They tried making drugs that would stop the venom, but I would always become immune after two or three uses. So for so many years, I was feared for what I could do. Sometimes it'd be by accident, other times it would be a reflex, and other times..."

A fifteen year old Toxic once again found himself being yelled at by another bat pony.

"What are you still doing here?! Nopony wants you here, so just get lost!"

"But this is my home-" Toxic tried to say, only for the bat pony stallion to walk up to him, leering over the young bat pony.

"No it isn't. Freaks like you don't have homes."

"I'm not a freak!"

"You're right...freak's to good a word for you. You're a monster."

Toxic began to shake at this, his anger slowly piling up. "Shut up," he whispered. "Shup up right now."

"What'd you say monster?"

"I said shut up," Toxic replied more loudly.

"Make me...monster."

"I am not-"

"You're a monster." the pony leaned over, fires of hatred in his eyes, "And a freak."

"Grrr….RRRUUUUAAAGGGGGHHHH!" Toxic screamed as he tackled the bat pony, pinning him to the ground and shoving his hooves into his chest. The bat pony let out a mighty cry as the venom flowed into his heart, only to feel Toxic leaned own and bite him, pouring more and more of the poison into him.

It was only after this that Toxic realized what he had done. He slowly got up from the body, only to now see all the bat ponies around him, staring at him in shock.

"One moment of anger, that was all it took to change my life forever."

Toxic looked around at the bat ponies circling him, causing him to be backed up again a tunnel wall. "What do you want?"

"We want you gone," one of them said before pulling out some kind of needle. Before he could react, Toxic was injected with it.

"Ahh!" He cried as he pulled it out, only for him to start stumbling, "What...was that?"

"A special drug," another bat pony told him. "It'll cause your venom to be temperately negated, while also making you weaker."

"You'll likely grow immune to this one too," the first one said.

"But it'll give us time to do what needs to be done," another at the back called out.

"Do what?" Toxic barely asked, only for his legs to give out. As he hit the dire, he looked up and saw that the all the bat ponies were now retracting their fangs. "No..." Toxic cried as he realized what was gonna happen, "no...NO!"

He then felt that first bite, only to pass out a second later.





"Obviously, they expected me to die," Toxic explained as his fangs began to shine on his ever increasing grin. "But it seems my venom came back in time to neutralize theirs. When I woke up, I was outside the mountain where are caves were located. I was bleeding out and growing weaker, but luck was on my side."

Flash crossed his hooves at this, "Let me guess. Doom saved you, didn't he?"

"You bet. Not only did he heal my injuries, but he also showed me the truth behind who I am." He raised his hoof, his grin still growing, "this power was my curse, but Doom showed me that it was actually a gift, one that would allow me to get whatever I want."

"So you're trying to take the Omni Sphere for what, revenge?"

Toxic smirked at this. "No, I already got my revenge on the ones who tried to kill me."

Flash's eyes went wide. "You didn't..."

Toxic's smirk turned into a chuckle, which then evolved into a full-on laugh. "Yes! I did to them what they tried to do to me! They're all gone now thanks to Doom's help! Now, I will help Doom get his revenge. I owe him everything after all."

"Not if I can help it!" Flash roared as he shot towards Toxic, Lightbringer in his un-poisoned hoof. He slashed at the bat pony, only to find him suddenly disappear into thin air. "What the-"

"That's the thing," Flash heard behind him. "You can't!" The pegasus tried to spin around, only to feel a hoof smack his side along with the same burning pain as before.

"AAAHHH!" Flash cried as he fell back, only to flare his wings, catching himself. "Geez he's fast. Guess that armor wasn't light."

"Nope. It just slowed me down from being insanely fast to above average fast." Toxic replied as he raised his hooves. "Let me show exactly what I'm capable of!" With that, he vanished, only for a hoof to hit Flash's side, causing the defender to yell out in pain. But before he could say anything, two more strikes to hit the pegasi.

Toxic then flew backwards as he said, "Now feel my venom and fall!" the batpony charged forward after this, only for his hoof to hit Lightbringer, blocking his strike. "WHAT?!" He looked up at his target, only to see two blank eyes.

"I see you!" Flash yelled as he slashed at Toxic, only for him to dodge the blow. Toxic then tried to punch him again, only for Flash to block the blow again. After this, the two pushed away from each other as Flash raised his blade, "Now...Theta Mode Flash Cutter Barrage!" The flurry of energy blades scattered across the sky, Toxic barely dodging every single one. As he did this, he forced his wing's sweat glands to open.

"Poison Gale!" Toxic yelled as he let out a mighty flap, a gust of black and crimson red mixture covered the sky, all of it flying towards Flash.

"Whoa!" Flash yelped as he flapped his wings, barely managing to evade the gale as he ducked behind one of the towers. The tip of one of his hooves was the only thing hit by the assault. "Ugh...that stings." He moaned, only for more than just his hoof to start hurting. "The poison...I feel it all over."

Toxic started laughing at this. "You're a strong one, I'll give you that. Most ponies would have melted into sludge by this point, but you're managing to hold on." He then posed in the air, drops of poison now falling from his body, all the drips turning the ground into a black toxic mess. "Though I suspect you're just about done, am I right?"

Flash smirked as he wiped his brow and flew out from behind the tower. "Yeah, well...I'm not like regular ponies."

Another laugh followed, "You still won't last long. As every second passes, my venom is melting your body into a pile of goop. It's just a matter of time."

"If that's the case, I'd better finish you off before then." Flash commented to himself, knowing the task was not something he could just do. But as he started to think, he soon saw Toxic rushing towards him. Flash prepared to defend himself, but even with Theta Mode active, Flash's body was beginning to slow down.

"Poison Touch!" Toxic swung at Flash, only for Flash to raise his sword in defense. The hoof clanged off the sword, only for the bat pony to spin around, his back hoof slamming Flash's stomach. "Poison Strike!"

"Augh!" Flash cried as the air was forced out of his lungs, a purple haze soon covering his stomach.

"It's over!" Toxic roared as he spread his wings, "POISON GALE!" He flapped his wings once more, a double powered poisonous wind stream following as it hit Flash dead-on.

"AAAAHHHHH!!!" Flash screamed, the wind blasting his body into the side of one of the towers, smashing right through it and kicking up a dust cloud.





All over the city, the explosion could be felt and seen.

Springer, who had just finished climbing down the tower, saw the dust cloud across the city and began to panic before rushing towards it. "Flash, don't you die on me you idiot!"

The rest of the knights also saw the dust cloud, Skybreaker soon yelling, "Damn it! I knew that colt couldn't handle it!"

"Flash..." Heather whispered, her right hoof slowly covering her mouth.

"Be strong," First added.

"Come on amigo," Tidal finished, "Beat that bat pony."

Ruby said nothing, unsure how to feel. She knew Flash's power, and knew he never gave up. But as she looked up at the dust cloud in the distance, she remembered how the poison had hurt her. "Flash...be strong."

Iron, the last of the group, was not conflicted. Knowing Flash the best out of all of them, he knew Flash's would not lose so easily. "Come on Sentry," he whispered so quietly that barely anypony could hear it. "Remember your promise. Are you really gonna break it?"





Back in the air, Toxic hovered in the air with a huge grin. Then, a large laugh followed, "Oh come on, is that really all you've got?! I thought you were gonna stop me."

In that moment, he heard the sound of rocks being pushed away, Flash soon appearing the hole from his landing into the tower. He was panting, exhausted from the hit as the poison continued to wreck his body. Every single part of him felt numb, and his vision was beginning to become blurry.

Seeing his enemy in such a state, Toxic smirked. "It's over."

"Not...yet," Flash croaked out as he held Lightbringer in his shaky hoof, his wings slowly opening. "I'm gonna..." he tried to say, only for his body to fall off the tower. "No..."

"AHAHAHA! I win!" Toxic exclaimed as he saw Flash drop like a rock.

"FLASH!" The others all cried as they watched him fall.

Flash, feeling himself black out, heard his friends cries. Feeling like this might be the end, he closed his eyes and pictured the thing he felt was most precious to him. Twilight, Scootaloo, and all his friends. If he was gonna die, he would do it with their faces in his mind. And as he felt the last bit of his consciousness fading, he seemed to hear Twilight's voice whisper six words.

"Don't you dare break your promise."

Suddenly, Flash's wings shot open, and with one mighty flap, he shot back into the air. Toxic went wide-eyed as he saw the pegasi take to the sky, "What the heck?! How are you-whoa!" Toxic immediately flew backwards, just dodging a sword slash from Flash. He then saw Flash's hoof flying towards him and blocked it with his own, putting the two in a stalemate. Toxic yelled, "HOW?! How are you still going?!"

Flash just let out a long pant, only for his face to morph into a giant smile before getting a strong grip on Toxic's hoof. "Because I promised them I'd come back." The images of his friends continued to play in the back of his head, allowing him to ignore the pain he felt from poison. 

"Let go of me!" Toxic yelled as he tried to get out of Flash's grip.

He then looked back at Flash's face, the smile increasing as he saw the poison continued to cover the burning hoof, "AND I NEVER BREAK MY PROMISES!" The image of Salt and Pepper also appeared in Flash's head as he shoved the crossguard of his Celestic Gear into Toxic's chest.

"What are you doing?" Toxic yelped, still unable to get out of Flash's grip.

"Keeping my promise. I'm taking you down!" Lightbringer's crossguard began to glow, "there's no way I can miss if I'm this close!"

"No! Nothing can survive my curse! Nothing!" Toxic cried as he shoved his free hoof into Flash's chest. "Just die already! Die to my poison!"

"No way!" Flash told him as he felt the sword's power increase. "No matter what, I am not gonna die! And I...will...WIN!"

"NO!" Toxic cried.

"Flash....FORCE!!!!!" The Celestic Gear unleashed the burst of light, flowing point blank into Toxic's chest.

"AAAAAAHHHHHH!" Toxic cried out in pain, his body trying to escape at the laser of light struck him. The force of the energy would have blasted him across the battlefield, but Flash's grip kept him up close. A full minute passed as Flash continued the attack, only for his grip to finally lessen. And with one slight tug, Flash let go, the two immediately being shot in opposite directions. Flash was sent upwards, high into the sky

As for Toxic, his body found itself going through one of the many towers, only to go through the second and a third. And as he hit the third tower, a dust cloud followed, as the impact made the stone monolith fall like a rock. What followed was a partially buried bat pony, a pile of gravel on top of him. Everypony watched as the smoke around the bat pony faded, revealing that his chest was badly burned, a circle of fur now missing. Toxic moaned as he tried to pull himself out of the pile. "One hit. He got me...in one hit." He tried to fly, only for his wings to hit the ground, his form soon following suite as he let out one last moan. "No...master Doom...forgive me."

The rest of knights all saw this and smiled, unable to believe what they had just seen. Especially Skybreaker, who gasped out, "No way...that colt did it?"

"He sure did," Tidal grinned, patting Skybreaker's shoulder, "You should have more faith amigo."

"And he's okay," Heather said in a relieved voice.

The prisoners were also amazed, all showing smiles as they saw one of their captors beaten. And as for their hero, they all looked up at him and saw he was badly beaten and bruised.

But despite all that, a massive smile could be seen on his face. Because he had kept his promise.