Meanwhile outside the Canterlot castle, the Ponies Turtles and Spike were fighting the robots Kraangs and Hoof Clan, Donnie and Mikey were fighting together, Leo and Spike were fighting together and Raph was fighting alone.
The boys were almost finished destroying all the Kraangs and Hoof Clan, Raph punched, kicked and punctured the robots with their flying Sais.
"Ha, you guys are much easier to break when you're flying." Raph scoffed as he spun his Sais.
Raph was distracted by this as he didn't even see the other robots behind him, they caught Raph predicting him in his arms.
"What the!?" Raph was shocked.
Raph tried to break free, but more robots caught him.
"Hey, let me go, you old cans!" Raph cursed as he tried to break free.
So Spike looks up and sees that Raph is in trouble, but he has an idea how to help him.
"Leo, throw me up there." Spike asked and pointed up.
Leo sees where Spike wants him to throw him. "Are you sure?" Leo asked.
"Trust me, I know what to do." Spike said.
And Leo trusts Spike, so he decides to do what he asked. "Oky then." Said Leo, levitating Spike and throwing him up there where Raph was.
"Raph, get down!" Spike warned.
Raph listened and bent down, so Spike spits fire on the robots that were holding Raph and the other flying robots and they all fell, Spike passed by everyone and started to fall.
"Mikey, a little help here!?" Spike called Mikey.
Mikey heard and saw Spike falling. "I'm coming, buddy!" Mikey said.
But the path to where Mikey was going to pick up Spike was blocked by the robots. "Uh oh." Mikey said.
"Mikey, you better think fast, I'm getting close to the ground!" Spike warned.
Mikey looked at the robots while thinking nervously about something before Spike fell to the ground, but then, a flashlight lit over Mikey's head (that means he had an idea), then he got up on two legs, which left the confused robots, Mikey ran and somersaulted over the robots that left them falling on the ground, Mikey goes through all robots and catches Spike just when he was close to falling to the ground.
"I caught!" Mikey said.
"Wow Mikey, that was cool." Spike said.
"Thanks, I learned this from a challenge that Pinkie challenged me." Mikey explained by putting Spike back down.
And Donnie ends up with the last robot. "Okay, I guess that was the last one." Donnie said.
Everyone looks around at a bunch of destroyed Kraangs and Hoof Clan robots.
"Yeah, I think it's all gone." Said Leo guarding his Katanas.
"Dude, we're really awesome!" Raph said.
"Yeah, it's the Pony Turtle power, bro!" Said Mikey
The four brothers palm their hooves celebrating, Spike also palm his hand celebrating with them.
"Yeah, it was great to be able to fight together with you." Spike said.
"I also think Spike my buddy." Said Mikey patting Spike's head.
"Hey, did the girls defeated Shredder?" Donnie asked.
"I think so." Raph said.
"Hmmm I don't think so, because when they uses the elements, it cause a big magic explosion that sends all enemies away, and the robots are still here." Spike explained.
"Do they need help?" Donnie asked.
"Well, there's only one way to find out, let's go inside the castle and ..." Before Mikey finished speaking as he walked, he bumped into someone, and that someone was Twilight with her head down.
"Oh, hi Twilight, so did you and the girls defeat Shredder?" Mikey asked, but Twilight said nothing.
Then Twilight lifted her head and her eyes were white, which left the others surprised, and Twilight's friends appeared behind Twilight, all of them were white-eyed.
"Uuum, girls? When did you girls learn to get their eyes like that?" Donnie asked.
"Twilight?" Leo asked.
So, Twilight uses her magic and shoots Mikey, but Mikey bent down.
"Wow Twilight! Watch out, you almost hit that laser on me!" Mikey warned.
But Twilight shot another laser, but Raph grabs him.
"I guess this is what she wanted to do, Mikey." Raph said.
"Twilight, what are you doing !? They are our friends!" Spike asked, but Twilight shoots another laser, but this time on Spike, Spike bent down.
"Oh no, Shredder must have done something to them, maybe mind control." Donnie guessed.
"So the elements didn't work !?" Mikey asked shocked.
"So, what now?" Raph asked.
"I think now it's up to us to save Equestria." Said Leo preparing his Katanas.
"But what about our friends?" Mikey asked.
"I think we have no other choice, Mikey, they are no longer our friends, now they are just Shredder puppets." Donnie said.
"Yeah, but just for the record, I don't feel bad about fighting Dash." Raph said preparing his Sais.
"That was cruel, Raph." Spike said, frowning.
"Okay guys, it's time, defeat Shredder, save our friends and Equestria, now it just depends on us." Said Leo.
And the fight of the Ponies Turtles and the controlled Mane 6 begins.
And each fought another, Leo fought Twilight, Raph fought Rainbow Dash, Donnie and Spike fought Rarity and Mikey fought Pinkie Pie (And Mikey didn't really want to do that.) Controlled Applejack and Fluttershy just attacked any one of them.
In Leo's fight and controlled Twilight, Twilight throws a laser with her horn at Leo, but Leo defended himself from the laser with his Katanas, Twilight runs over to Leo and punches, but Leo dodges her punches, and then he holds both hooves while Twilight looked at him angrily.
"Twilight, listen to me, it's me, Leo, your friend!" Leo talk to her.
But Twilight just hit her head on Leo's, which made Leo dizzy for a few seconds, as soon as Leo comes back, Twilight attacks him again, but Leo defends himself with his Katanas.
"Twilight, you need to fight what is controlling you, this is not you!" Leo talk to her.
But Twilight still attacked him. In Raph and Rainbow's fight, the two pegasus temper were fighting in the sky, Rainbow quickly attacks Raph, but Raph gets out of the way quickly, Rainbow comes back and attacks Raph again, Rainbow starts to punch and kick, but Raph held on and dodged the her blows.
"Look Dash, not that I don't wanna fight you, because actually I want." Raph said smirking.
But then he dodges Rainbow's punch. "But can you get out of this control and help us defeat Shredder?" Raph asked sarcastically.
But Rainbow punches again and Raph dodged. "Well, I think this is a no." Raph said preparing his Sais and starting to fight for real.
In Donnie and Spike's fight against Rarity, Rarity tried to kick Donnie and Spike in the face, but Donnie dodged the kicks and Spike stayed behind Donnie, Rarity takes another kick, but Donnie uses his stick and hits Rarity in her leg that was going to hit his face.
"Rarity, don't do this, we are your friends!" Spike talk to her.
Rarity takes another hit, but Donnie defends himself with his stick. "Listen to Spike, Rarity, we are friends, not enemies, Shredder is the enemy, and he is controlling you and controlling your friends!" Donnie talk to her.
But Rarity pushed Donnie, he and Spike fall, the staff that Donnie dropped, Rarity broke it by stepping on it.
"Oh come on! Even in another world I break my staff!" Donnie complained.
"Donnie, if I were you I would get an iron staff, it is better." Spike suggested.
So, Rarity attacks them again, but then Spike looks to his left side and runs, cause Applejack was going after him, and Donnie was now alone fighting Rarity.
In Mikey's fight against Pinkie, Pinkie was the one who attacked the most while Mikey defended herself from her blows, as he still didn't want to fight his best friend.
"Pinkie Pie please, I don't want to fight you." Mikey talk to her.
But Pinkie did not care and continued to attack Mikey. "Remember when we first met?" Mikey asked, but Pinkie don't answer and continued to attack. "Remember when we eat pizza and cupcakes together?" Mikey asked again, but Pinkie still hasn't answered and was still attacking him. "Remember when we both became best friends forever!?" Mikey asks and Pinkie doesn't answer anything.
Pinkie then pushes Mikey and pinns him to the floor while Mikey looks at his controlled friend who was looking angry.
"Pinkie, you are my best friend, but you gave me no other choice." Mikey lamented, and hit his Nunchaku in the face of Pinkie who made her get off Mikey, Mikey got up and took the chance to escape, Pinkie got angry about it and ran after Mikey.
Returning to Spike, Spike was still running from Applejack. "Applejack, did you resist when you were mutated, can you resist this control too!?" Spike asked as he ran.
Applejack said nothing and kept running after the little dragon, but then Spike stopped when Controlled Fluttershy stop in front of him.
"Fluttershy !?" Spike asked shocked.
Fluttershy looked at the little dragon and she just smirked, which made Spike nervous. "Fluttershy, why this smile?" Spike asked.
But quickly Fluttershy catches Spike and flies him high, and Spike screamed.
"AAAH! Fluttershy, stop! I'm not a flying dragon!" Spike shouted in fear, but Fluttershy flew higher and faster. "AAH! GUYS! BOYS! SOMEPONY HELP ME!!" Spike cries for help.
Leo was still fighting Twilight, but then he hears Spike's screams, he looks up and sees that Spike was in high danger.
"Spike!" Leo cries, so Leo uses his magic and fends off Twilight, Leo now need to think about what to do before Twilight votes and fights him. "Ugh, what do I do now? Where's Raph when I need him?" Leo wondered while looking at where Raph is.
So Leo looks at something, it wasn't Raph, but it was his wing. Leo looks at his two wings, thinking that only he could save Spike now, that now was the time for him to learn to fly once and for all.
"Hold on Spike, i'm coming." Said Leo.
Then he spread his wings, jumped and started flapping, Leo tried to stay balanced on the flight, but it didn't take long for him to lose his way and fall, Leo gets up and tries again, this time he runs a little, jumps and flaps his wings, this time Leo was a little taller, but it don't took a long time until he lost the way of the flight and fell again, Leo gets a little irritated by this and snorts, but he didn't give up, Leo this time runs faster, jump taller and flap his wings, Leo was almost losing and balanced, and before Leo fall again, Twilight quickly appeared flying and pushing Leo into the sky very fast and very high.
Leo was shocked. "Twilight?!" He asked shocked, Twilight just looked at him with an angry look.
Leo tried to get free, but Twilight pushes him really hard and fast, but then Twilight stops and smirks, although Twilight was controlled and doesn't remember her friends, she still knew that Leo still didn't know how to fly, Twilight let go of the arms of Leo.
"Twilight no!" Said Leo, and held himself in the arms of Twilight. "Don't do this, Twilight, I know you don't want to do this, Shredder is forcing you to do this." Said Leo.
But Twilight just fought, Leo defended himself while holding, but then Leo heard Spike's screams, Leo looked up and Fluttershy took Spike very high, and then she stopped, while Spike was nervous about it.
"Fluttershy please, don't tell me you're going to ..." Before Spike finished, Fluttershy drops him and Spike starts to fall and scream.
"SPIKE!" Leo cries, but then Leo who was distracted looking at Spike, he ended up getting hit on the head by Twilight, which made him unconscious, Leo released Twilight and soon he falls.
Leo was high sky in the falling, but it didn't take long before he woke up from his unconscious, when he wakes up, he looks down and panics, Leo flapped his wings while screaming, but it didn't work, he didn't fly.
"Come on, come on, come on! Come on wings, help me with this!!" Leo asked while still flapping his wings, but it still didn't work, Leo looks down and sees that he is close to reaching the ground and he screams.
But then, Leo remembers something Twilight told him when the two were fighting robots, Twilight told him something about the flight.
"It means that for you to fly, you need not only think, but also feel, that to fly it comes not only from here (she touches Leo's head) but also here. (She touches Leo's chest, where his heart is.) "Leo remembered the words of Twilight.
Leo looked finnaly understend what Twilight meant, so Leo just closed his eyes as he fell with his body straight with his head to the ground, while Leo fell, he was still with his eyes closed and calm, and then his heart starts to beat loudly, and slowly Leo's wings spread, Leo was close to the ground, and then his wings spread wide, Leo opens his eyes, and suddenly...
Leo flies when he was close to the ground, Leo was even surprised and shocked to have almost hit his face on the ground, Leo then looks at the ground far and at his wings, and Leo realizes that he was finally flying, leaving him surprised.
"I did it?" Leo wondered in surprise, but then his surprise turns to joy and emotion. "Yeah, i did it. I'm flying! Finally, i'm flying!!" Leo celebrated while doing flying somersaults, Leo then spun flying while feeling refreshing wind.
But then his celebration ends when he hears Spike's scream, Leo looks and Spike was almost on the ground, now that Leo knows how to fly, he can save Spike, Leo flies up to Spike.
Spike was already reaching the ground, and he fearfully covers his eyes waiting for death, but then Leo arrives in time for Spike to almost hit the ground, Leo saves Spike, but Spike was still covering his eyes.
"AAH, I died!? Am I dead!? Am I going to die!? Am I already dead!? i already died?!" Spike asked with great fear.
"Spike, open your eyes, you didn't die." Leo soothed him.
Spike opened one eye, and then opened them all when he saw that he was safe, Spike looked that he was on the coast of Leo who now knew how to fly.
"Leo? Are you flying?!" Spike asked in surprise.
"Yep, finally." Said Leo smirking.
"Yeah, it was about time." Spike said.
Leo lands on the ground and Spike leaves Leo's coast, but then, someone levitates Spike and flings him to the wall, Leo looks at who did it, and who did it was Controlled Twilight.
"Twilight!?" Leo asked shocked.
Twilight looks angrily at Leo and attacks him, Leo defends himself from Twilight. "Twilight, enough, I don't want to fight you anymore, I'm not your enemy!" Said Leo.
Twilight didn't mind and throwing a laser with her horn at Leo, Leo was hit by the laser and thrown away because of the shot that Twilight shot, Leo tries to get up but was in pain, Twilight approaches Leo preparing another magic to shoot him .
So, Spike who was unconscious for hitting his back against the wall, wakes up, Spike wakes up feeling a little back pain, he rubs his back to relieve the pain, but then he feels a pain in his tail, he looks to his tail and see that his tail was twisted and bruised, so he look the other way and see Twilight threatening Leo, Spike had to do something to help Leo, he ran up to him.
Twilight was preparing her magic to shoot Leo while Leo just looked at Twilight.
"Twilight ... Stop." Leo said while still in pain.
Twilight was ready to finish with Leo, but suddenly...
"Twilight, NO!" Spike stood in front of Leo and face to face with Twilight, Twilight was shocked, her horn stopped glowing and she looked at Spike angrily.
"Twilight, enough of that, we're here to defeat Shredder and not to hurt our friends!" Spike reminds, but Twilight just growled with anger. "Twilight, listen to me, you need to snap out of this, that's not you" said Spike.
But Twilight just showed more anger and pinned Spike to the ground while looking at him with an angry look, but Spike still tried. "Twilight, I know you are still there, you have resisted and tried for many other things, you are the strongest pony I know, you can resist that too." Spike said calmly and sadly.
Twilight was still looking angry at Spike who was at the price on the floor for her. "Twilight, please." Spike said calmly and sadly.
Twilight was still looking at Spike angrily, and Spike was looking at Twilight sadly with the look of a sad dog. And then, with cute Spike's sadness, suddenly, Twilight's angry look turns into a sad and shocked look, it was the true Twilight coming back but still with white eyes.
".... S-Spike?" Twilight asked.
Spike was surprised and thrilled by this, he knew that Twilight was almost back, and Leo felt the same as Spike.
"Yeah, that's right, Twilight." Said Leo, Twilight looks at Leo still with a sad look. "It's us, your friends, remember us, remember who you are." Leo said.
Twilight still with a sad and shocked look. "... Leo?" Twilight asked, and then her eyes started to blink, one for just white and one for pupil eyes.
But then in the meantime at the Canterlot castle in the throne room, Shredder was sitting on the throne with the Elements of Harmony in dark magic, but then something caught Shredder's attention, one of the elements starts to flash again, it was the Twilight element, that meant that Twilight was coming out of his control.
"So the princess of friendship is getting out the control, huh?" Shredder asked in no surprise as he levitated the blinking element. "But not for long." Said Shredder and looped his magic into the Twilight element again.
Meanwhile outside the castle, Twilight seemed to be almost back to being herself, but suddenly, Twilight screams in pain is what it seems to be, leaving Spike and Leo worried.
"Twilight?!" Spike called out to her worried.
Twilight stops yelling, and gets her head down, Twilight raises her head, and she was back with white eyes and a look of anger, Twilight was being controlled again.
Controlled Twilight uses her magic and shoots Spike and Leo, but Leo grabs Spike and the two of them were almost hit by the magic laser, Leo really couldn't take it anymore, he uses his magic and he and Spike are teleported out of there and hid behind a tree.
"Man, it was so close, Twilight was close to getting out of hand." Said Spike.
"But even if she did, Spike, she would get back under control anyway, they all would." Leo explained.
"But and now?" Spike asked.
Leo didn't know what to do, but he knew where he was supposed to go now. "I don't know yet, but I know where I'm going. Spike, you stay here and help my brothers, I'm going to Shredder." Leo ordened.
"Yes sir!" Spike answered by salute and went to help others.
Then, Leo opened his wings and flew to the castle of Canterlot to face the counterpart of his greatest enemy.