The Pony Guard (Season 4)

by MXCDarkHorse2020


Episode 5: Power Ponies

Episode 5:

Power Ponies

Even though Twilight Sparkle’s true nature is known to her friends and family along with everyone in the Pride Lands, she still has her place in the Golden Oaks Library as much as Pride Rock. She was sound asleep in her comfortable bed while wearing a black night hat with white colored crescent moons on it before being awakened by the sound of a faint voice in her head saying. "Spike, Bunga, you two really need to go to sleep!"

She rubbed her eyes before opening them up and decided to motion her magic and hooves to show her a current visual of Spike along with Bunga trying to read the former’s comic book with a lit lamp with Kion sleeping in the same room as him in the Canterlot Castle. He was there spending the night there along with the Royal Family after another meeting along with giving them a little change of scenery from the slowly recovering Diamond Valley.

"Aw, two more minutes, Kion!”

“We’re just getting to the really good part!”

The two pleaded of their friend.

The Mane-iac is about to—" Spike added before Kion suddenly interrupted.

"The Mane-iac?" Kion asked now wondering out of curiosity of what’s getting them all hyped up about.

"The Power Ponies' most evil nemesis!" Spike explained while jumping onto the bed and showed Kion the pictures of the comic book of how the Mane-iac came to be with the mare having the original appearance of a pink mare with a cotton blue mane.

"She was the power-mad owner of a hair-care product company.” Bunga added while showing him said pictures of her accidentally falling into a pool of chemicals. “But then a tragic accident at her shampoo factory in Maretropolis not only gave her mane strange new powers but also caused her to go completely insane!" He said the last part dramatically when showing the picture of Mane-iac emerging from the pool with crazy eyes and a long green mane.

"She and her henchponies are planning to break into the Maretropolis Museum and steal the Electro-Orb, so she can use it to power up her doomsday device!” Spike continued before saying rather annoyed with the next part. “Of course, the Mane-iac wouldn't have even known if Hum Drum hadn't slipped up and told her all about it."

"Hum Drum?" Kion questioned once more.

"Nah, the guy in the blue boots and pointless red cape. The Power Ponies' bumbling and useless sidekick.” Spike answered like it’s no big deal. “The Power Ponies have to stop the Mane-iac or Maretropolis is doo-hoo-hoo-hoomed!" He said dramatically like Bunga.

Kion could only smile while seeing that Spike along with Bunga know what’s like to get caught up in a really good book like Twilight but had to insist they need to go to sleep "Look, I get that you’re both excited in this comic book, but if we're going to make any progress fixing up Luna and Celestia's old castle tomorrow, we all have to do our part. We don't want to be too tired to lend a hoof... or claw…or paw in order to see to it we get it done."

"Okay, okay, I'm going to bed. Goodnight." Spike reluctantly obliged to his wishes while turning off the light and tucking himself under his blanket with Bunga moving to do the same with a pout.

Just when Kion was trying to get back to sleep, he noticed Spike trying to grab his comic book for another sneak peek. Kion rolled his eyes before turning on his lamp after seeing the baby dragon’s adorable begging eyes.

"Two more minutes."

"Yes!" Both stated very pleased before Spike quickly turned on the light and continued reading his book with Bunga quickly joining him.

Deep down, Spike really wishes he could be a hero like the Power Ponies yet what he doesn’t realize was that her mother-like figure seems to be considering granting his wish. All while smiling to herself while cancelling the magic viewing them so she too can get some much needed sleep with a new idea in her mind.


The next day, The Lion and Pony Guard gathered at the old castle they visited the other day, while it was still daylight, and got started on cleaning the place.

"Looking good, everyone!" Kion told everyone while overseeing their progress in the center of the room, "And everybody. Let's keep this magical makeover moving!"

"You got it!" Rainbow Dash said before she and Fluttershy worked together to lift fabric on the walls by carrying the handles with their mouths with Ono already over to where they are to set it.

“That’s right, over here!” The egret instructed of them as they flew up.

Spike walked up to Kion having just arrived. "Good old Spike is here, ready to do his part!" But when he was ready to receive his assignment, he saw that everything so far was being taken care of.

Beshte was helping Applejack with the heavy-lifting while the latter was adjusting a painting. Pinkie Pie and Bunga were both scrubbing soap the floors with wash brushes strapped to their hooves and feet.

Pinkie Pie skated by Applejack, who was currently adjusting a painting of apples.

"A little more to the left!" Pinkie said to her to which her friend moved it accordingly.

"No, the other left!" Bunga corrected while he skated by with the orange earth pony moving to adjust it without question.

"Awesome! That's perfect right where it is! On to the next painting!" Pinkie told her while skating by once more.

"You sure you don't need any help?" Spike asked Applejack.

"Nah, that's okay."

Pinkie skated right by on the walls with Bunga scrubbing the walls above her head while she skates by. "We have everything under control!"

“Nothing to worry about here.” Bunga added.

Spike turned to the rainbow Pegasus along with the white egret "Dash? Ono?"

"We’re good!" Rainbow replied.

“Affirmative on that!” Ono added before quickly focusing his attention back on the Pegasus ponies lifting the fabric. “Just a little bit more to the left.”

"Beshte?" He asked the hippo currently carrying the portraits.

“It’s okay, I got this.” He said, leaving the little dragon starting to feel upset with nothing to do before turning to Kion who is seeing Fuli and Rarity work together in laying out the tarp so they can properly repaint the bottom half of the walls.

"Isn't there anything I can help you with, Kion?"

Pinkie Pie and Bunga passed by while soaping the floors and speaking quickly at the same time

"Don't worry about it, Spike!”

“It's all good!"

“I think they’re right." Kion agreed. "It looks like we've got it, Spike. Looking great, everybody!"

“How about you Fuli? Kyoga?” Spike turned to the cheetah assisting the unicorn with the paint setup.

“All taken care of!” She quickly replied ready for a magical lift from the unicorn and lioness (to the best of her ability) so she can reach the high hard to reach spots.

“Sorry, Spike.” Kion apologized. “But we’d rather have you stick by our side while my mom, dad, and the princesses have their meeting in the castle than leaving you unsupervised.”

“But why?” Spike protested. “I could have taken notes for them in how they plan to deal with the threat of Scar and you could have helped proposed ideas too.”

“Yes, but…” Kion acknowledged but hesitated with his next words. “…it’s in our best interests that we are sit out on these meetings since you know…”

“…Right. Twilight.” Spike sadly sighed while Kion briefly sports a solemn expression at the memory of his friend’s betrayal and turn to the dark side. “Anyways…” He then said wanting to press forward with a smile while pulling out the comic book from his backpack. “…Why don't you find a quiet spot and finish reading your comic? Aren't you right at the part where Hum Drum was about to stop the villain?"

Spike frowned at the thought and mention. "Hum Drum never stops the villain. He's just there for comic relief." He then suddenly stepped in something, a water bucket, much to his annoyance.

“Here let me help you.” Spike offered while quickly stopping him before he could tumble around the floor in vain to get it off.

“Thanks.” He said to the prince with a mixed feeling of gratitude yet unhappiness at being unable to help out before moving to walk up the steps to read his comic in private.

Kion could only watch on feeling sorry for him along with the fact he too is dealing with the pain and grief over Twilight’s mental state and villainous status before moving to help Rarity and Fuli out with the repainting of the castle.


Spike then retreated to the room where he, Kion, and Kyoga first found the Princesses' journal along where Twilight held them captive briefly. He placed his back on a pillow on the floor before beginning to read out loud right where he left off from.

"Mane-iac breaks into the museum... Okay, here we go. …" He began before eyeing the next part of the story with utter dismay. "Ugh, what a surprise! Hum Drum is in the way again while the Power Ponies do all the work! I guess I know what that feels like…" He sighed before flipping to the next page before gasping because said page is blank. “Wait. What? How can that be the end?!" He flipped through the pages once more to make sure he wasn’t having any mind tricks before seeing it’s real. "What's… that?" He wondered when he spotted some writing at the lower corner of the white page. "You can... retr-" What? "You can... return..." Urgh!" He tried to read it but the words were too small to read before getting up from his pillow. "I know I saw a magnifying glass laying around the last time I was here…"

At that moment, the Lion and Pony Guard were walking down the hallway, searching for him.

"Spike! Where are ya, Spike?" Applejack called out.

"We're breaking for tea and biscuits!" Rarity added in his direction.

“Your favorite!” Bunga called out encouragingly.

At the same moment, Spike managed to find the magnifying glass and read the words while his friends continued to call out his name. "Okay, let's see." he read the words out loud. "You can return to the place you started when the Mane-iac is... defeated." Huh?"

The Guard were close to finding where Spike was with Ono flying ahead to see if he is in the library.

“Wow!” He voiced upon seeing what’s around him. “How come I never got to really enjoy this place?” He wondered before quickly focusing his attention back on finding Spike inside.

"Take a closer look to join the adventure in this book"? What does that even mean?" Spike again asked out loud just when the comic book suddenly started to glow. "Whoa! Cool!"

It was just when Ono followed by the rest of the Guard arrived.

"Spike! What are you—" Kion asked before he suddenly felt a powerful force dragging him into the book.

"Heeeeeelp!"

"Spike!"

Kion quickly rushed to pull Spike away from the book, but the force was too strong for him to do so before getting pulled in as well. Rainbow quickly rushed over and tried to pull Kion back. Fluttershy followed after her, with Rarity, Applejack, Fuli, Kyoga, Beshte, and Ono following suit. But no matter how hard they tried, it was far too powerful for them to fight it. The Lion and Pony Guard found themselves all forcibly sucked into the comic book with Pinkie Pie and Bunga hopping along and cannon balled into it.

"Weehee!"

“Germano!”

As soon as everyone got sucked into the comic, Twilight popped her head from the nearby window before transforming into a magical dark purple and black colored mist before following in after them without being forcibly sucked in.


Inside the comic world, Spike groaned as he woke up and got up to his feet. He moved to look down from the ceiling he was standing on to look over to his surroundings. He was currently standing on a tall building overseeing a nighttime sky along with skyscrapers nearby in a metropolis like city.

"Somepony wanna tell me what the hay is goin' on?" Applejack's voice spoke up.

“Yeah, what she said!” Bunga added when Spike spun round, gasping at what he was seeing.

"Holy new personas!"

Each of the Mane Five along with the Lion Guard were standing on the same ceiling as him with new appearances.

Kyoga was wearing a bright peach magenta full body suit with a light red plated collar, royal blue boots with bright blue crystal heart symbol that match her cutie mark on them with dark blue straps, and peach magenta goggles with yellow outlines over her eyes. She also had a light blue plating around the top of head where a unicorn horn is in place on her forehead.

"You're the... Masked Matter-Horn!"

Pinkie Pie wore a full white body suit with purple arrow shaped stripes on them. Her hair was styled back with a bit of it sticking out of her suit with her tail a mix between being a little puffy and lightning shaped.

"Fili-Second!"

Rainbow Dash wore a black suit, with white boots, styled with white colored lightning bolts on the top. Her mane was Mohawk styled and bore a yellow lightning bolt necklace around her neck similar to the Wonderbolts.

"Zapp!"

While Kyoga and Rainbow were adjusting to their new suits, Rarity on the other hoof admired her’s, which was dark blue with a light blue collar and matching diamond prints, a yellow broach necklace with a pink diamond on it with matching diamond braclets around the front ankles of her suit. She also had a matching dark blue mask and had her mane was styled into a curled bun with the same diamonds from her bracelet and chest.

"R-Radiance!"

Applejack wore a red body suit with black bands with gold colored apple prints on them on her hooves and a matching ski mask on her suit, her mane and tail wrapped up in green ribbons and a saddle with a robe was on her back.

"Mistress Mare-velous!

Fluttershy walked out from behind Applejack looking very uncomfortable while wearing an aqua green suit with a purple bandana around her neck and a matching mask over her eyes, along with a purple and pink flower and butterfly bracelets. In addition her hair was styled back to resemble Celestia and Luna’s without the magic to keep it afloat.

"Saddle Rager! You're the... Power Ponies!" he then turned his attention to the Lion Guard who all were wearing super hero styled suits. “And like them you look…uh…interesting!”

Kion wore a red body suit with gold colored lightning bolts, nine on his right side, five on his left side, with a black colored outline all around it with his tail covered up in a black ribbon, wearing matching boots and a mask around the eyes of his face. On the center of his chest was a orange-yellow big “K” on it.

Bunga wore a light blue body suit, with white boots and gloves. His suit extended to the back of his head which covered the upper half of his face accompanied with a pair of white strapped glasses.

Beshte was wearing a green body suit with a big black-colored “B” on it along with black outlines on his boots while turning himself around trying to understand why he is wearing it along with the mask that covers only his eyes.

Fuli was wearing a golden tiara with a red star on her head, with a matching gold metal plate on her chest with a big red colored “F” on it, over a red sleeveless tank top with matching knee-length boots, and a blue skirt with white stars on it.

Ono was wearing red bodysuit with yellow and green colored fabric on his wings and around his waist. His feathers and mask were colored black.

“What is this?” The egret commented on his suit finding it rather odd.

“I wish I knew.” Fuli answered just as lost as him while trying to understand her outfit, personally finding herself not quite a fan of skirts.

Before Spike could explain what was going on, an explosion was heard from down below. Everyone rushed over to the edge of the building to see what was going on down there. Someone was robbing the museum and had blown out the front entrance with smoke coming out from within. The criminal responsible for this mess was a purple coated mare with a very long green tentacle-like mane and matching eyes with red irises in the center of them. In addition, she wore a purple body suit and black and yellow boots on all four hooves.

"Power Ponies! How kind of you to join us!" She greeted with a maniacal laugh.

From first glance it is very clear that is mare is insane and very dangerous. Especially since she’s got a mane as long and as big as an octopus and an electric orb in her hooves to which she managed to obtain from her most recent theft.

“Hevi Kabisa!” Kion exclaimed in shock and horror upon seeing this mare.

“No kidding.” Bunga agreed before asking. “Who’s the crazy pony down there because she clearly lost her marbles?”

"And did she call us...Power Ponies?" Applejack asked not sure of who she was really referring to.

“My comic book...It somehow zapped us all in here!" Spike suddenly realized when he picks up that the mare is referring to them.

“Of all the books I could have gotten sucked into, it had to be this one.” Ono grumbled.

"Somebody zap us back out!" Rainbow Dash complained.

“We can’t!” Spike exclaimed because of the tiny print he read earlier. “My comic book! It said the way to get back to where we started was to defeat the Mane-iac! Your arch-nemesis!"

“Her…” Kion started.

“…our arch-nemesis?” Fuli finished.

“Apparently.” Kyoga remarked still not understanding this either.

From down below, the Mane-iac looked upon the crew from the top of the building before declaring. "Time for the mane event!"

“Ugh, seriously…” Ono remarked in a deadpan tone at that lame pun.

“…I know that was lame.” Bunga agreed not finding it funny before seeing that the mare has used one of her tentacles from her mane to hurl a pretzel truck their way. “Whoa!” He screamed before extending his arms out bracing for the impact before Fuli quickly charged over to pull him out of harm’s way.

But what happened caught everyone around them off-guard and it was something that amazed Bunga himself. A pretzel truck that is now hurled back to the ground after she managed to grab her friend and quickly performed a spin kick after seeing that it was dangerously close to crushing her friend. The truck instead nearly struck the Mane-iac after she quickly dodged it yet visibly surprised that even happened.

“Un-Bunga-veilable!”

“Poa!”

“Did that really just happen?”

Bunga followed by Beshte and Fuli all commented at the sight of this new found power the honey badger has been gifted.

The Mane-iac after getting over her shock of having her attack redirected, continued hurling objects at them, using one of its hairy tentacles taking on a metal mailbox and hurled it at the building in Pinkie Pie’s direction. After dropping Bunga to safety she quickly moved to charge at the object and amazingly makes a strong punch towards that sent it right back to the pony attacking them again. When she turned back she suddenly saw that Pinkie Pie was already gone.

"Pinkie! Where'd she go?!" Rainbow shouted upon seeing she’s nowhere around until...

"Wheeeeeeee!"

Everyone turned to the direction of their friend's voice as she, literally, ran at super speed all around the buildings, leaving behind a neon pink streak.

“Huh?” Bunga asked with widen eyed while trying to process what she just saw. “How is she doing this? Even when she is trying to keep up with Rainbow Dash I have never seen her be able to do this.”

“And that’s usually her and my job to be the Fastest of the Guard.” Fuli added in agreement while still adjusting to her superhero skirt which is long to the point it just covers part of her upper legs. “Along with not having to be a little fashionable about it.”

“Well I don’t know about that…” Rarity naturally voiced to disagree while admiring the patriotic colors of the cheetah’s outfit. “…because personally I think that outfit fits you quite nicely, darling, especially that skirt of yours.”

“Really…” Fuli was still skeptical. “...even if it’s a little revealing?”

“Well maybe but still, there’s no shame in wearing a skirt to battle.” Rarity reasoned.

“Anyways…” Spike spoke up trying to get back on track here. “…The magic turned you girls into the Power Ponies! Pinkie Pie is now Fili-Second, the fastest pony in all of Maretropolis!"

Applejack wanting to take action, quickly took out the rope that was on her saddle and used it to attempt tie up the Mane-iac, unaware the rope glowed when she did so. The Mane-iac effortlessly dodged out of the way and the lasso ended up wrapping itself around a lamp post instead. Applejack tugged to get it back but ended up being pulled by her mouth from the building and got tied up hanging upside down against the lamp post. The Mane-iac took delight in seeing this much to her victim’s dismay.

Seeing they need to stop her, Spike turned to the lioness next to her. "Kyoga! Freeze her mane!"

"Do what?" Kyoga asked.

"You're the Masked Matter-Horn! You can shoot all kinds of crazy power beams from your horn!“

“Okay.” Even though Kyoga doesn’t understand why she has a horn on her head, it seems that because she is capable of magic. But regardless, she focused her magic through her blue horn to give it a try with a bright blue aura of magic…

…which fizzled down into nothing after a second of glowing.

“Okay…that wasn’t supposed to happen.” She commented rather flustered feeling she should have had much more control over an easy spell.

"You know, I'm beginning to enjoy this." The Mane-iac remarked while wrapping one of her hairy tentacles around the orb she stole.

“Oh, come on, Kyoga…” Bunga urged her to give it another try. “…like this.” He demonstrated by thursting both of his arms right in the Mane-iac’s direction and ended up actually conjuring snow and ice from his palms which ended up striking the sudden shocked mare right in the face when her whole body gets encased in ice. “Whaaa….?!”

“Poa!” Beshte exclaimed.

“Hevi Kabisa! When did you gain ice powers?” Kion asked in astonishment.

“I don’t know…” Bunga gasped. “…I just found out.”

"Rainbow Dash!" Spike turned to the Pegasus hoping to build on Bunga’s accidental heroism. "You're Zapp, and your superpower is controlling the mighty forces of nature! Unholster the lightning bolt!"

The cyan Pegasus looked at her lightning bolt necklace around her neck before flying up to give her super powers a try. Using the necklace’s powers she summoned the storm clouds and managed to get lightning to appear in the sky. But instead of lightning, she instead accidentally created a tornado which began to pull everyone towards it while they all tried to hold on to the building to avoid being sucked in it.

"Lightning, not a tornado!" Spike shouted while trying to stay grounded to the ceiling.

“Hevi Kabisa! Not again!” Kion screamed while getting suck in it.

At that moment, Pinkie Pie was running back towards the group still running around the place, now wearing bunny ears, a scarf, large M shaped glasses, a flag with the letter M on it, and carrying a plate of cupcakes in one of her hooves. She quickly tried to stop herself when she saw the tornado but it was too late and she ended up getting sucked in along with the rest of her team.

"Whoa!"

One of Pinkie's cupcakes landed on Rainbow's face just when she too was sucked inside her own created tornado.

The Mane-iac after freeing herself from her ice encasing, she then used her hair as a hammock to watch the mayhem and her arch-enemies fail miserably at trying to stop her.

“Whoa!” Fuli screamed while flying around uncontrollably while her superhero skirt stays in place while flapping around.

“Hapana!” Ono screamed when he suddenly turned green in the face again. “Oh no…” He then felt it coming up from his throat before letting it loose out of his mouth.

“Eww! Ono!” Kyoga complained.

“Sorry!” Ono apologized rather hazy and nauseous.

With Rainbow still not properly adjusted to her superpowers, Spike turned to the yellow Pegasus hoping she could do something to stop it, "Fluttershy! You're Saddle Rager! Lose your temper, and you'll turn into a huge, super-strong monster!"

"Oh, gosh!” She gasped at the very thought. “That wouldn't... be very... polite!"

“Ugh!” Spike face palmed himself seeing that Fluttershy is kind to do that before turning to the unicorn hoping she can do something to stop this. “Rarity! Use your jewelry to create attack constructs!"

"What's an attack construct?!" She asked clearly confused by what he meant by that.

"Just think of something, anything, and your bracelet makes it appear!"

The unicorn tried her best to concentrate by focusing on her magical bracelets, and managed to create something. A tea set, complete with a tea cup and teapot, all colored in a neon pink which all flew and shattered when they crashed into Spike.

"Something useful! Kion, Beshte, Ono, see if you can figure out your powers so we can get out of this!"

Beshte struggled and grunted while trying in vain to see if he can force his body weight to the ground in an attempt to plant himself down on the ground.

Kion tried running around the tornado suction yet finds nothing useful. At least until he found himself being able to run circles around the tornado like a super speedy race car on the track.

Ono trying to keep eye to eye with his friends looked at his utility belt before fiddling with it to try to see if there is something that’ll help them get out of this twister. He pressed a feather on one of the buttons that had a bird beak on it which resulted in a robin shaped wing attached to a strong wire popping out and attached itself to the lamppost Applejack is still trapped on.

“Whoa!” He screamed until he emerged safely from the twister and found himself flapping his own wings freely without a powerful force restraining him.

The tornado increased in speed and then hurled Spike out of it and against the wall of the museum. Once free from it’s grasp he noticed the object the Mane-iac now possessed.

"The Electro-Orb!"

"Well, this has been quite the mane-raising experience." The Mane-iac said while rolling her eyes. "But I really must be going."

While she wasn't looking, Spike reached out and took the orb, but didn’t get very far in escaping with it due to tripping over his cape and dropping it. The Mane-iac seeing this quickly regained control of it once more in her tentacle mane.

"Why, thank you, Hum Drum!" She said before turning away to leave…

…just before Ono snatched the orb up and quickly darted away before she could spot where she flew ahead to. “What?!” She growled before swinging around the lampposts in search for the egret dressed like Robin. “Where did he go?”

Once they left, Spike looked at himself, taking notice of his suit which consisted of blue boots, gloves, belt, mask and red cape. "I'm Hum Drum…?!" He sadly expressed but hardly had any time to dwell on it since the tornado sucked him back up along with Ono who got flung into the tornado by the crazy villain who managed to retrieve the orb back.

“Applejack! You gotta... help stop the... tornado from destroying.. the city!" He called out to the trapped earth pony.

"But every time I move, this darn lasso gets tighter!" She complained.

"You're psychically connected to it! Will it to where you want it to go, and it'll obey you!" He quickly shouted out to get her to have a better idea of how it works.

Applejack then did exactly that and just like that the lasso listened to her thoughts and she was free. Using her newly controlled powers, Applejack tied up the tip of the tornado causing it to inflated like a overinflated balloon. The winds inside backed up before it imploded, thus freeing everyone else.

The Lion and Pony Guard had managed to escape unharmed and Rarity managed to create an pink glass dome-shaped force field around herself so she would land safely.

Pinkie Pie jumped and giggled before running, "That was spin-tastic!"

“I’ll say.” Bunga said feeling excited from the wild ride while dusting himself off.

Although Ono still was still feeling airsick from the experience. “Oh, finally.” He barked before flying off to empty out what’s about to come out of his mouth.

“Everyone okay?” Kion asked everyone after getting back up to his paws.

“Yep.”

“We’re okay.”

Both Applejack and Fuli replied while standing up with the former approaching Spike wanting to know more about what they are all in right now.

“So lemme get this straight, we've been sucked into some kind of comic-book world?"

"Technically, it's called Maretropolis." Spike corrected. "And if we wanna get back to Ponyville, I think we have to stop the Mane-iac from using her doomsday device to destroy it!"

“Well, that shouldn’t be too hard.” Kion commented. “Question is if you all got superpowers then what superpowers did we get and what happened back there?”

“I don’t know!” Bunga commented while extending his arms at a nearby soda machine from inside the museum. “But boy, am I thirsty.”

He reached out towards the machine while moving towards it, all while creating an uphill ice ride up there before freezing the soda machine in the process. He moved to break the glass before moving to obtain the soda can of his choice and drinking from the can itself. “Mmm. Nothing like an ice cold Pepsi from Maretropolois to get my mojo going.”

“Feeling peppy already?” Kyoga asked with a blank expression.

“Very.” Bunga nonchalantly replied while downing his first can already before moving to help himself to another drink.

“Well at least we know what your superpower is.” Ono remarked while trying to fiddle with his utility belt some more. While doing so, he found a small arsenal of weapons at his disposal such as, the grappling hook he used to escape the tornado with, pepper spray, a Taser, and small balls that really smoke bombs for whether he needs to make a quick escape. “And I wonder what these do.” He pulled out a smoke bomb and tossed one at a building before it rebounded and redirected itself right at Bunga who had just noticed it after downing another drink. “Oops! Bunga watch out!”

Kion acting quick, ran off at super-fast speed pace to pull his friend out of harm’s way to the point he managed to do so by saving him with a just a split-second to spare.

“Sorry!”

Ono tried to get better control of his belt but ended up firing off the weapons he had at them by accident. All to which Kion had barely dodged by just a fraction of a second to avoid injury.

During the accidental chain trigger of explosions and destruction, Ono accidentally made a lamppost fall over right in Beshte’s direction.

“Watch out!” Fuli shouted before quickly sprinting over to leap up onto his back and manage to stop it from by hoisting her upper body to catch it. She struggled a little to keep it up, but she managed to do it and then hopped off of Beshte before discarding it into the streets. “Phew! That was close!”

“I’ll say…” Applejack agreed looking pretty amazed yet shocked to see this strong display from the cheetah. “…and that was a pretty great throw there.”

“Well thanks.” Fuli thought nothing of it even she is amazed and wondering how she was gifted with this special super power. “And what about you Beshte? Have any special powers under your suit.”

“I don’t know.” Beshte replied when he tried moving around hoping he’d figure it out himself.

He tried concentrating his mind on what he knows and what he can do such as trying to lift up the damaged hot dog cart before moving to try to punt it across the street, albeit the same results when on patrol outside of the comic world.

He then tried focusing his mind seeing if he has psychic powers but is not heating anybody’s voices. He then rubbed his head in slight pain after giving himself a small headache from that which briefly turned his body orange as a result before turning back to normal color.

“Ow.”

“Okay…” Kyoga spoke still puzzled on Beshte’s hidden superpowers. “…so I am Masked Matter Horn, Kion’s super speedy, Bunga’s Ice Man, Fuli’s Wonder Woman, Ono’s a dressed up Robin who carries special gadgets in his belt, and Beshte…well…I guess has something that we’ll find out in time. This is interesting.”

“I’ll say.” Kion agreed before speaking of something they need to tend to. “And since we are here, we need to stop that crazy pony before she does any more damage.”

“No kidding.” Fuli remarked wanting to do so right away. “The sooner we take care of her, the sooner we can get out of here.”

Both Rarity and Bunga share a smirk together in the cheetah’s direction.

“Are you sure it’s because it’s the right thing…” Bunga began teasingly.

“…Or is it because you don’t like being in that girly girl outfit?” Rarity added in the same manner while gesturing to said outfit around her body.

“Both.” Fuli bluntly answered while not even eyeing her outfit in discomfort. “It’s one thing being dressed up willing compared to being forced into an outfit against your will.”

“Okay…” Bunga chuckled before quickly shutting up when the cheetah gives him the stink eye. “…I will stop talking now.”

"No biggie." Rainbow Dash said feeling they can stop her no problem. "I was already awesome. And now we've all got superpowers!"

"Almost all of us have superpowers…" Spike said sadly.

“Well, considering…” Bunga started before being glared at by Fuli. “…what I was just going to say we still don’t know whether Beshte has superpowers or not.” He then quickly turned to his friend. “No offense.”

“None taken, Little B.”

"Surely you must have them too, Spikey-boo." Rarity said, in an effort to comfort him while creating a cane-like object with her magic bracelets to lift up his cape. "Your character is wearing a cape!"

But this failed to cheer him up slightly. “Yeah, for absolutely no reason. He's pretty much useless…"

Deciding that the little dragon need some comfort, Fuli was quick to quick to place a hoof on his shoulders with Kion moving to do the same. "Good thing you're not really Hum Drum, then." She said to him.

“That’s true.” Kion agreed. “And considering we’ve seen you in action before, how could any of us think you’re useless.”

Spike felt very touched by his words giving the two a very pleased and cute buttoned up face for thinking otherwise.

Rainbow Dash landed alongside the others before speaking up what should be short, sweet, and straight to the point. "So the six of us Power Ponies and five superheroes will take care of Mane-iac, and get us back to Ponyville!"

"Spike, where is the Mane-iac building her doomsday device?" Twilight asked so they can make pinpointing her location easier.

"Her top-secret headquarters!” He answered with a sense of urgency. “But you'd better get there quick. That glowing orb she just stole is what she's going to use to power it up!"

"Lead the way, Spike!" Kion told him since he knows this story very well then he knows where to find her.

"Then leave the rest to us!" Rainbow Dash added.

So with that, the Lion and Pony Guard are on their way over to where the Mane-iac is currently hiding…

…all while Twilight’s sinister looking eyes watch them from the shadows lurking over one of the tall skyscraper buildings from up high before teleporting away in a flash.


“There it is.” Spike directed their attention to the building where a neon sign of a bottle of shampoo pouring on a mare’s head.

"So, the Mane-iac's top secret headquarters is….a shampoo factory?" Applejack asked.

“Well, considering the mare has a specialty in caring for her powerful mane, it makes sense to me.” Ono commented finding it no surprise.

And in order to defeat the Mane-iac, Kion stepped forward and spoke up ready to lead the team into action. “Alright, Power Ponies, and Superheros, here's the plan. Rarity, you, me and—"

But Rainbow Dash being quick to jump the gun already took action. “Come on out, Mane-iac! Or the Power Ponies are comin' in!" And with the power of her necklace, she created lightning storms which caused the neon sign on the building to lose its power.

“Rainbow!” Kion scolded while groaning and face-pawing himself in exasperation.

"So much for "element of surprise." Fuli remarked rather annoyed before walking ahead with the others while Spike stuck behind still feeling useless to help in battle.

"Guess I'll just hang back here doing nothing." He sadly said.

As the team of superheroes approaches the building, Fluttershy expressed nervousness at the thought of confronting her. “Oh, I don't think she's home. Maybe we should just come back later."

No sooner that she said that, said mare’s maniacal laughter was heard from inside.

"She's home." Rarity confirmed with quiet fear to her timid friend just when the large door of the building slid open, to reveal a group of male ponies, the Mane-iac’s henchponies all wearing stylish clothing and styled manes with a lot of hair product in them similar to their boss’s, and all ready to take down the heroes trying to stop them.

"Time to Power Pony up!" Applejack declared ready for battle.

"Ooh! Nice catchphrase!" Pinkie complimented while rapidly galloping in place before charging into battle.

The first group of ponies aimed to attack with Kyoga moving to try to use her powers again. By focusing on her horn, she tried to freeze them in place. But since she was still adjusting to the horn she ended up hitting the pony with a snowball instead.

The pony shook it off before advancing on her again, but this time he was frozen in place and then punched out with a stream of snow, curtesy of Bunga.

“That’s how you do it!” Bunga trumiphantly said to his defeated foe while the lioness looks on very impressed yet embarrassed.

“Touche.”

“It’s an improvement, no worries.” Bunga quickly assured so there’s no hard feelings before pressing forward.

Another pony with his eyes locked on Applejack before charging at him. In response in order to defend herself, Applejack used her horse shoe boomerangs to clasp the pony's hooves together, causing him to slip and fall.

At the same time, Ono tapped his ulitly belt and unleashed a few spinning ropes right at the mooks trying to take him and Applejack down onto for them to trip up and fall over when they tied up their legs together.

Looking over their defeated foes, the two shared a high-five with their hoof and wing respectively with satisfied smiles.

Pinkie Pie ate a pastry when another henchpony came at her. She quickly ran off ahead when he confronted her and reappeared behind him and tapped his back. He turned in her direction but she was already gone.

She continued tapping his shoulder while reappearing and disappearing over and over again until he suddenly found himself punched in the face by Kion who charged at him while he was distracted. Pinkie then reappeared and followed it up with a pie to the pony’s face.

Pinkie giggled while Kion smiled before they moved to do it again to another henchpony with the latter playing the game this time around before the former tackles him down while giving Kion a pie to smack the goon in the face with.

Rarity used her bracelets to wrap one of the ponies on the floor just when another henchpony from the top of the building kicked the damaged neon sign in her direction. Fuli quickly countered the attack by leaping up from the giant umbrella the unicorn created and performed a spin kick to propel the sign right back at him, causing the henchpony to flee.

"Ooh, I do so love a functional accessory!" Rarity remarked at her bracelets.

“And I sure love a good fight.” Fuli added before they pressed forward in battle together.

Fluttershy whimpered when a pony came charging at her, only to be stopped by a hard charging hippo.

“Twende Kiboko!” He shouted while plowing straight into him with Rainbow following it up by shooting lightning in his mane.

"My hair!" He cried at his singed mane and face before running off and away.

“You okay, Fluttershy?” Beshte quickly asked out of concern.

Fluttershy meekly nodded wit Rainbow lowering down to her level. “Seriously? You aren't even just a little angry right now?"

Fluttershy simply shook her head in 'no' before spotting Beshte’s face turn orange briefly. “Oh my goodness.” She gasped. “Your face!”

“What about it?” Beshte asked not seeing why until Rarity quickly handed him a mirror. “Oh.” He realized just when his face returns to normal color. “How did that happen?”

“I don’t know, darling.” Rarity replied while highly surprised herself. “Perhaps, there is some kind of superpower we have yet to figure out.”

“Maybe for another time.” Kion kindly and gently put down the idea since they have already defeated the Mane-iac’s henchponies. “Other than that, great work, Power Ponies, and Power Friends.” He then commended everyone. “Now let's take care of the Mane-iac and get ourselves home!"

"I don't think so!" Said mare called out to them before appearing in a purple and black smoke with the Mane-iac appearing alongside the mysterious sorcerer wearing purple and black robes.

The sorcerer quickly took action against the super powered crew while charging up the magic from her fore-hooves and launched it straight up against the group to split them up.

“You never thought you’d get this far without a challenge? Did you?” The sorcerer’s voice questioned them to which sparked small gasps from everyone.

“Twilight?!” Both Kion and Spike softly voiced in horror.

“Correct.” She confirmed while ditching the cloak to unveil her purple and black jumpsuit which had a small “M” on the chest of her suit with large black horns on top of her helmet.

She quickly charged her horns once again to quickly tase Kion who screamed in pain before dropping to the group having lost consciousness.

“KION!” Everyone exclaimed while the Mane-iac chuckled sinisterly at this sight before gloating.

"As much as I like to savor this moment, I have a city to destroy, and I'm not about to let the Power Ponies and their friends from the Guard stop me! Not this time!"

"Just watch us!" Rainbow exclaimed in fury with her eyes locked on Twilight with her powers aimed directly at her.

But the calm and collected mare was expecting her to charge like that so she simply focused her horns at her before freezing her in place with her magic just inches away from her face. With a large can of hair spray provided by the Mane-iac, the Pegasus was left frozen in place. Once she was immobilized, Rainbow was dropped to the ground unable to move a muscle by the mare all without a single change of her expression.

“The Hairspray Ray of Doom!” Spike recognized. “It stops you in your tracks and renders your powers useless!"

Seeing their friends neutralized, the others narrowed their eyes at their enemies.

"We'll just see about that!" Rarity vowed before leading the charge against them.

The Power Ponies and the Lion Guard charged to attack her, ready to use their powers. But the mare simply leapt up and performed a split punch and kick to knock out both Fuli and Pinkie Pie in one move. She then grabs ahold of Applejack’s lasso before pulling the latter off of her hooves slamming her against the wall of one of the buildings behind her while knocking down both Bunga and Ono by using the farm pony’s weight against them.

Kyoga tried to work her magic against Twilight before she quickly turned and traded a few magical beams at each other before the latter moved to unleash a powerful freeze spell to stop her in her tracks. After freezing her, the lioness is then greeted to a punch to the face while knocking her into Beshte who fell backwards from the impact of the collision. With a simple spray from the Mane-iac’s can, they were all rendered powerless and useless, and at the villain’s mercy.

The Mane-iac laughed in triumph as her henchponies moved to capture them on the spot.

The only ones not yet captured are Fluttershy currently hiding behind a mailbox while Spike peaked out from inside the metal container.

"Fluttershy, please! Just a little anger?" Spike implored of her so they can stop them from capturing their friends.

"Well, I'm not so much angry as I am concerned, bordering on terrified!" She quivered still unable to tap into her inner strength.

And she would have no time for that when suddenly a patch of smoke consumed her and froze her in place courtesy of the Mane-iac herself. She took her captive before aiming her spray can at Spike.

"Don't spray!" He pleaded.

Mane-iac cackled like he was joking when he said it. "Oh, Hum Drum, why in all of Maretropolis would I use the Hairspray Ray of Doom on you? Rather pointless, don't you think?"

The Power Ponies and Lion Guard all cried out to their friend for help, all now powerless to save themselves due to being frozen in place, while being dragged away by the hench ponies into the factory with the door closing after them.

Spike got out of the mailbox but, and as luck would have it there happened to be a bucket in place to where he set foot in. Spike sighed in defeated dismay, and at a loss of what to do to save them now.


Nevertheless he moved towards the factory while sneaking inside the air ducts so he can get inside. Even so, he was determined to get his friends back.

Inside the building, the captured team of heroes are all locked inside a cage while still frozen. Kion and Fuli both struggled to try to move their limbs so they can move to get themselves out of this but it was really hard due to the effects of the freeze spray. And every time one of them manages to get even so much as a slight move from the wrist, a henchpony, who was reading a newspaper, having been alerted by the timer going off sprayed the heroes repeatedly, thus keeping them to remain frozen in place.

“Seriously?!” Fuli remarked in annoyance. “Every time!”

The Mane-iac having heard that laughed in a taunting manner. “That’s right, Wonder Woman, every time.” She cackled at the cheetah narrowing her eyes at her direction. “No matter how hard you try and no matter how hard you struggle, my hair spray ray of doom will always stop you in your tracks.” The cheetah growled in response with her teeth gritted at her words. “Aww, don’t get all mad, little kitty. Even when you play dress up you still look cute when you’re mad.”

During her taunting, one of her long tentacles curled inside the cage while brushing Fuli’s fur. When she was just taking it outside of the cage…

“YEEOOOW!”

She retracted her tentacle in pain while eyeing the defiant superhero who bit her.

“Wanna try doing and saying that again?” She challenged. The Mane-iac simply scoffed before turning away while secretly crying while tending to the bite wound Fuli left on one of her tentacles. “I didn’t think so.” Fuli said with a smug smirk while friends smile in approval of her actions.

“But small problem…” Bunga pointed out while retracting a finger. “…we’re still here…” Then gets sprayed once more. “…and the villain is still out there.”

“No worries.” Kion quickly assured. “Not for long.” Bunga quirked a brow at him until he added. ”Spike.”

“Oooh, right…” He realized. “…they didn’t capture him…at least not yet.”

“Considering his character is based off an incompetent sidekick, I would say they wouldn’t even bother trying to capture him.” Ono remarked thinking he is still free. “I just hope he hasn’t given up on us.”

“Of course he hasn’t.” Beshte quickly assured. “He’s probably making his inside trying to figure out how to get us out of this.”

“I’m sure he is…” Twilight said to them while suddenly appearing before them. “…especially with all things considered.”

“Twilight!” Kion exclaimed in shock. “What are you doing here?!”

“And why are you doing this?!” Fuli added feeling her vengeance is going another level here.

“Well let’s see…” Twilight began while crossing her arms and tapping her chin. “…we’re enemies, there’s seeing to it that you are all captured…you do the math and you’ll know why I’m here. And back onto the subject of Spike, you all should be thankful he has the heart to press forward to come to your rescue even when he has the nagging feeling of useless.”

“Useless…”

“…when did we ever say anything like that?”

Both Bunga and Beshte both questioned before being shown a visual of said little dragon making his way into the factory through an air duct, but with opposite thoughts on his mind.

"What am I supposed to do? I'm useless. No wonder my friends never need me to do anything important. They're the ones with superpowers. They've probably already figured out how to escape."

Twilight quickly ended the magical visual before looking on towards the frozen group with a look that says “Does that answer your question, along with not trying to get him to join in on the cleaning.”

“But we had everything under control.” Ono innocently insisted. “We didn’t need his help.”

“But did you ever consider his feelings of whether he actually wanted to help?” Twilight pressed of them unconvinced.

“No.” The egret admitted while the others lower their eyes in shame the more they think about it and how they were paying little attention to him earlier along with the past memories of what happened before Spike continued to read his comic book in the room where they would find him.

“I may not be perfect, but at least I try my hardest to treat him like an equal and take his feelings into consideration.” Twilight said to them while circling their cage. “Maybe you all should start following my example. Start by treating him as an equal friend a little more.” She advised before working the magic from her horns before teleporting her way out of the comic. Before leaving she gave these parting words. “Good luck getting out. You’re all gonna need it.”

Spike still in the air ducts then felt the weight of the duct give way due to stepping on a grate that opened up causing him to fall to the ground and onto the catwalk of the factory. He leaned against the railing and spotted his friends in the cage.

"Or not!"

He proceeded to crawl on the catwalk, to avoid getting spotted while looking down to witness the hench ponies gathered together just when the Mane-iac arrives back inside the room to deliver her grand speech of her evil plan to the imprisoned superheroes.

"Congratulations, Power Ponies! You shall live just long enough to see me fire... the instrument of your destruction!"

Mid-speech, a hench pony removed the large red blanket to reveal a large hair dryer-like cannon aimed at an open window of the factory that serves as her doomsday devise. She then placed the electric orb into the generator of the machine before continuing.

"Once the Electro-Orb has powered it up completely, this cannon will amplify the power of my mane one million times, expelling an energy blast that will cause everypony in Maretropolis's mane to grow wild! Ha, ha, ha, ha, ha, ha, ha, ha! You will be my weapon's first victims, and there is nopony who can save you from this fate! Ha, ha, ha, ha, ha, ha, ha!"

She then moved her cannon, aimed directly at the heroes. But Fluttershy cleared her throat to get her attention with something to say.

"Ahem. I don't mean to interrupt, but aren't you forgetting about somepony?"

"Hum Drum? Little guy?” She immediately scoffed. “No superpowers whatsoever? Ha, ha, ha, ha! He's utterly useless!"

“Oh no he’s not!” Kion stated which caught her and Spike’s attention. “He’s more than that. He might not have superpowers but he has what it takes to stop you.”

The Mane-iac rolled her eyes dismissively in response. "Puh-lease. Everypony knows you just keep him around because you feel sowwy for him. Wah. Wah."

"Maybe in your world." Kion continued still firm on what he said. "But in our world, he's our hero!"

The others all cheered in agreement which left Spike with tears of joy in his eyes even whenever he makes mistakes. And that gave Spike the confidence he needs to push forward in coming to their rescue.

"I'm not like Hum Drum! When my friends really need me, I do come through! And they need me now!"

He then eyed the doomsday device, more specifically the energy orb. It was there he had a plan forming in his mind.

"I see dementia must be a side-effect of prolonged exposure to the Hairspray Ray of Doom." The Mane-iac said to the heroes before turning to her henchponies, "Tonight, we stand upon the brink of immortality, for we collectively – though, mostly me – have finally defeated our most hated nemeses!"

As she continued her rant, Ono spotted Spike sneaking by and then turned to Kion who then smiled upon spotting him and proceeded to keep quiet ready to be free from the freezing spray effects.

Spike took the red curtain that was over the cannon, before attaching one of the hole punctures onto a hook, connecting it to a chain hanging from the catwalk. He then repeated the process after sneaking across the room to get the other corner hooked up to the hook while Mane-aic continued with her dramatic villain speech.

"We have hurled the brush of badness into the now fearful face of, ha, ha, ha, goodness, and have struck a blow for freedom in the name of oppression! And nothing will stop us!"

And right on cue, Spike pushed the large wooden box, which it’s long chains were connected to the curtain over the catwalk. The chains pulled on the red curtain, entrapping the ponies on the ground who were now all hung in midair as a result.

The henchpony who was guarding the heroes barely had any time to react when Spike swung at him on a chain and kicked him, causing him to collide and knock over the large hair spray can to spill it’s spray on the remaining henchponies. And with that, the freeze spray effects were finally able to wear off.

“Un-Bnga-veilable!” Bunga remarked very impressed with what he just did.

"Way to go, Spike!" Kion commended just when everyone is regaining mobility and getting ready for action once again.

Rarity used her bracelets to create a giant nail filler to cut the metal down, much to the Mane-iac's shock that this even happened.

“That’s what you get when you mess with the Lion Guard and Power Ponies.” Bunga called out to the surprised mare confidently.

"Get mad!" Rainbow once more implored of Fluttershy.

"I'm trying!" Fluttershy voiced with timid might.

Now that they are all free, the team all leaped into action. Rainbow and Ono flew out, Bunga created and ice bridge so he can slide down on, Rarity created a pair of stairs for herself, Fluttershy, and Beshte to walk down on, Pinkie Pie and Kion speeded away, Kyoga leaped down with Applejack.

“Let’s go.” Beshte encouraged the pegasus who is the last to come out of the cage. “I’m right behind you.”

Both Kion and Pinkie Pie teamed up to take down the group of henchponies in front them.

"Tag you're it! Tag you're it! Tag you're it! Tag you're it!" Pinkie happily said to everyone while tapping them with Kion quickly following it up by using his claws to knock them all down to the ground.

"Over there!" the Mane-iac desperately ordered of them to regain control of the situation, "There! There! Idiots!"

Kyoga after managing to get the hang of her ice powers created a floor of slippery ice for the henchponies to slip and slide just when Bunga was skating ahead of them in a taunting manner.

“That’s right! Come right at me!” He mocked before performing a back-flip to avoid crashing into the wall in front of them while the others weren’t so lucky. “Ice try!”

Kyoga just shook her head while trying hard to resist laughing at that joke before pressing forward. Admittedly, she can’t resist cracking a smile that looks like it’s ready to burst into laughter towards what she feels is a pretty lame pun.

Rainbow Dash's eyes glowed white, while using her thunder bolt necklace, to summon another thunder storm and formed a tornado, entrapping the henchponies in it.

"Need a place to put these guys!" Rainbow called out to Rarity who was quick to create three gigantic bird cages for her to lock the defeated goons up with.

Some of the cowardly ponies who didn’t want to fight tried to escape through the door, but they quickly found the door was already locked courtesy of Ono sending robin sized wedges right at the hinges to bolt it shut. With no way out they were are left desperately pleading for the door to open while being relentlessly pecked at by the gadget-carrying egret.

"Hold it right there, partner!" Applejack declared while used her lasso to tie the ponies up and then hung them the ceiling. Both Applejack and Ono high-five each other before pressing forward together.

Fuli is currently finding herself cornered by a group of henchponies. But deep down she wasn’t worried, because she was right where she wanted them to be. She quickly snatched the large metal pole right next to her with her tail before pole-vaulting herself to the other side. Once she literally flipped over and had them cornered she twirled the pole before whacking every mook that tried to charge and grab her. After defeating them she pole-vaulting herself up onto the cat walk before moving to find another group of ponies to take down.

While this was going on Spike currently watching this from the balcony noticed that Fluttershy is the only one not taking part in the fight with Beshte by her side constantly charging and plowing into ponies that try to target her.

"Fluttershy, where are you going?" He asked upon spotting her.

"You seem to have everything under control." She answered.

Spike was not about to let her walk out on her friends. "Fluttershy, we need you! You have to power up!"

The Mane-iac having heard him from her doomsday device proceeded to aim her cannon at Fluttershy.

"I'm sorry, it's just that nothing is making me mad." She apologized unaware that she is about to be shot.

Before she could fire, Ono having spotted what she was about to do, quickly pecked at her right in the face.

“Hey!”

“OW! Why you little…”

The Mane-iac cried in pain before using her mane to flick the egret away and slamming backwards into the wall very, very hard.

“Ouch! Oof! Ooh!” Ono groaned in pain to which Fluttershy and Beshte quickly rushed over to him.

“Ono!”

"Oh, goodness! Are you okay?"

“Affirmative…” Ono weakly responded before dropping down hard into the ground still banged up from the hit.

And that was what ticked her along with Beshte off, hurting a great friend and a living creature.

“Hey! That was not okay!” Beshte shouted towards the Mane-iac.

“Are you kidding me?" Fluttershy added Mane-iac enraged. "I mean, I know you're evil and everything, but you'd harm and toss aside my friend, up against the wall?! Really?!"

The more the two spoke, the Pegasus’s eyes started turning red, and the hippo’s skin turned orange.

“And that lady, was very, very, mean!” Beshte roared.

"A great, big, meanie!” Flutteershy shouted with their voices started to change into a deeper and intimidating voice. “There! I said it! What makes you think you're so special?! Like the rules of common courtesy don't apply to you?!”

“So pick on someone your own size because no one does that to my friend!”

Both Fluttershy and Beshte's bodies grew along with their anger, their green jumpsuits tore to pieces, their legs became bulky and large. They both had transformed into a gigantic monsters, who both roared loudly in pure anger.

The others watched on awe, even Kion and Fuli who came to Ono's aid with the latter unable to believe what she was seeing.

The Mane-iac, now struck with fear, began pressing the buttons of the doomsdays device in quick desperation to take them down. She managed to fire a large blue beam at the two. The beam struck both Fluttershy and Beshte, but it did little wonders for her since they managed to repel it with just the power of their super strength and mighty roars. The result lead to the beam flying back at her, causing the mare to be knocked back right off of the chair she was stationed in.

Both Fluttershy and Beshte jumped onto the cannon and began smashing and ripping it to bits without second thought. The entire Team gathered together, while watching wide shock at the sight their friends doing this.

In their rampage, Fluttershy then noticed the looks she received from her friends. She spit out a piece of the machine out of her mouth and twiddled her front hooves in embarrassment. Beshte having spotted their friends quickly stopped and then looked aside personally wishing they didn’t have to see them like this.

“Un-Bunga-veiable!”

“Hapana!”

“Hevi Kabisa!”

"So that's what his powers are like."

"Cool."

Their five Lion Guard friends expressed in stunned amazement.

“Good thing we’re friends with them.” Fuli remarked at the sight very impressed.

Just then, they all saw the Mane-iac, who’s mane has tied her up from the blast and is nowl laughing like crazy.

"My mane! My maaaaaane!"

Suddenly, she is encased in ice and snow courtesy of both Bunga and Kyoga’s powers.

Bunga blew the steam from his fingers like it was nothing to him with a proud smile. “Oh, chill it, crazy lady. Oh wait…” He said with mock realization. “…I already did it for you. Ice knowing you.” He turns to his friends. “See what I did there. It was pretty cold of me to say it.” They all stared in confusion at him. “But it was also a breezy team effort.”

“It sure was.” Kion agreed with a forced laugh at his jokes. “Classic Bunga.”

“I do what I do.” Bunga proudly remarked with Spike feeling the same way.

"Once again, the day is saved by—" He declared before he and his friends were all sucked through the light that appeared over them.


The Lion Guard and the now former Power Ponies where transferred out of the comic book and were now back in the castle. Once they all stood up and recovered, everyone all noticed their were all out of their superhero outfits and the powers that came with it. But still, they had a lot of fun today.

"Awesome!" Rainbow cheered with the others following suit.

But Bunga was one of those who is already missing the superhero world already. “Already back and already I’m missing my icy powers." he said with a disappointed and sad expression.

Fuli looked around her body to see that her Wonder Woman costume was now gone. “Maybe it was for the best.” She gently advised with a smirk. “Because to be honest, cold-blooded is not your style.”

“Says the cheetah who was wearing a skirt to battle.” Bunga teasingly remarked back.

Fuli rolled her eyes in response before returning a comeback. “Well at least I looked good kicking butt out there.”

“You sure did, Fuli.” Beshte agreed. “I don’t think I have either seen that kind of display of strength since Big Mac was in love with Cheerlie.”

“You mean the time she was placed under a love poison spell.” Fuli corrected with her friend nodding in response. “Me neither.”

“Well it was definitely more weight than what I can say I have could have done.” Applejack commented finding her superpowers back there pretty admirable herself.

"No kidding.” Rainbow joined in. “Did you see how I was raining down a storm of justice at the end there?!"

"You catch how I was wieldin' that lasso?" Applejack shared with her friend.

"Or how I was working my special superhero gadgets!" Ono added getting in on the excited sharing as the others. "They were not prepared for what I had in store for them."

“Considering they were expecting you had superpowers in tow.” Kion commented.

“Of course.”

"Cupcakes?" Pinkie Pie suddenly presented a plate of colorful cupcakes with the others.

"How did you—" Rarity immediately questioned.

"Eh, we had a good half second before we got sucked back out of the comic, and the Maretropolis bakery was only sixty-five blocks away!" She explained like it was no biggie.

Spike at that moment, laid back on the pillow on the floor feeling relieved from the exciting adventure. "I'm just glad to be back.

"I knew you'd come through for us Spike!" Kion said while approaching him with a compliment and an apology. “And I hope you realize that just because we don't always need your help, it doesn't mean that we don't think you're helpful."

Spike smiled in return to his apology on behalf of the team before responding with this bit. "And that you don't have to have superpowers to be a super friend."

Everyone said yes in agreement, with Kyoga placing a paw on his back. “You did good, Spike. And we’ll always appreciate it.”

"But I do have one question." Kion then said with his curiously stirring once more. "Where exactly did you get that comic book?"

"Twilight got it in Canterlot at the House of Enchanted Comics." He casually answered to which sparked surprised looks from his friends. "Well, I didn't know it meant they were literally enchanted! I thought it just meant, like, the comics they sold there had really enchanting storylines! And for the record this was before she turned evil." He quickly added unaware of the alicorn’s motives for purposely getting him that comic book.

“Well…that’s true.” Bunga was the first to acknowledge that. “…I mean I probably would have thought the same too.”

"And that was pretty fun getting to have the cool powers that came with our costumes." Fuli added in agreement.

“Even if some had outfits they didn’t like.” Rarity once again gave a teasing hint.

“Yes.” She quickly answered before thinking of something crossing her mind from earlier. “Although I do wonder what was Twilight’s angle in her role in our little adventure?”

“Obviously, she had to have some ulterior motive in helping the Mane-iac getting us captured like that.” Kion added in agreement.

“But why would she help her and Spike.” Beshte curiously wondered. “Knowing her if her intent was to trap us here, she would have succeeded.”

“Maybe it wasn’t what she really wanted…” Kion pondered. “…maybe it was about something else while we were trapped here.”

“But what?” Ono inquired the puzzled lion cub.

“That’s what I need to know.” He answered before they all pressed forward to resume the cleanup in the castle while ignoring the smirk the fashionista was giving her from behind. “Anyways, let’s get back to work.”

“Probably for the best.” Spike agreed before following after the other’s.

Once they were all gone, the comic book suddenly disappeared in a flash of white light…

…at the same time, familiar dark mists of magic were forming around Twilight who is currently creating a brief solar eclipse in order to further increase her power. Thanks to the distraction, she was able to complete the process before disappearing with another flash of dark magic once the magical process was complete, now more powerful than ever and ready to move forward.


"Psst..." Twilight's voice said to the Mane-iac who suddenly looked around in the voice's direction. "...over here."

"Show yourself!" She demanded while pulling out said mare hiding in the shadows.

"You found me. Good." She coolly replied in the mare's coils.

"What do you want?!" She demanded ready to shock her with the Electric Orb she stole.

"Actually, I'm here with an offer to give you something you want." She calmly answered much to the crazed mare's confusion and raised eyebrows. "What would you say if I handed you the Power Ponies."

"I'd say what's in it for you." The mare replied back still skeptical of whether to trust her because an offer like that is just to good to be true.

"I'll just sleep better knowing they are off the streets and at the mercy inside a locked cage."

Even when she has no strings attached presented, the mare was still unsure whether to believe her, but at the same time she really wanted badly to finally take down the Power Ponies.

"Surely you realize that if you've heard about my past encounters with them that the Power Ponies cannot be caught. What miracle do you possess?"

"The knowledge of knowing them very well to the point I can take them all on my own." She answered confidently while looking at the Mane-iac directly into the eyes. "So how about it?" She once again asked. "So how about it? You let me go in exchange for the Power Ponies along with their super-powered friends? It's a once in a lifetime opportunity." She tempted to which had the mare now convinced that she will take them down.

"How can I pass it down." The Mane-iac accepted before letting her go and then shook hooves on it to cement the deal before they both headed on over to the former's lair to lay out their trap for the heroes with the latter having a devious smirk with other plans in mind from this deal.


“Thank you, Lion and Pony Guard!” She said to herself while watching the mixed reactions of her former comrades with a sinister grin before disappearing...