//------------------------------//
// Chapter 43 - Break Down 
// Story: Luffy in Equestria 
// by SparkStone 
//------------------------------//

	The big griffon with red tribal feathers looms over the messenger with a displeased look on his face. He glares down at him and repeats the words again.

"So you're telling me..." He began. "Not only did we fail to capture them, but they managed to destroy the ship as well!?"

"Y-Yes sir Materoy sir!" He whimpered. "I apologize for the unpleasant news."

He walks to his chair and sits down with his talon holding his heavy head, exhausted by the incompetence of his subordinates. He looks up and says, "The Straw Hats are becoming more and more of a nuisance each coming day."

"We're trying our best to learn more about them, but all we can gather are their names. Pony D. Luffy is their captain, or so I heard. His team consists of around nine ponies and other creatures we never seen before. Even so, the ponies they have are... strange."

"Give me the intel we've gathered on them."

"Yes sir, though... We were only able to gather so much on just six ponies, the rest were too... encrypted."

"I could see that." Materoy replied. He looked at the papers carefully and squinted at the most interesting ones. "Straw Hat Luffy has some powerful allies... Hello...?"

He pulls out a document on Twilight Sparkle and reads it. He raised his eyebrow and looks up.

"Twilight Sparkle... I know I heard that name somewhere."

"What is it Materoy?" Kibishī asked as he enters the room.

"Kibishī!" Materoy yelled. "What are you doing here!?"

"I work here." Kibishī answered. "Or do you not recall?"

"I still don't trust you over you recent actions at the train trap." Materoy snarled.

"Save your petty insults and tell me what's on your mind."

"This mare, Twilight Sparkle." Materoy began. "Her name appeared in the paper at Canterlot a few years back."

Kibishī raised an eyebrow and asked, "What can you recall?"

"She had some connections..." Materoy claimed. "To the princess..."





Another day on the ship. They should have gotten to Featheran by now. Yet the days seem longer, almost as if they weren't getting anywhere. But the winds were there to remind them that the ship is moving. Just not as fast however. Unsure of what was happening, Franky suggested using the paddle boat system. Luffy however trusted in Twilight's ability to make it out there alright.

One day, Fluttershy woke up feeling quite groggy. She opened the door and left to get some fresh air. Making sure she was ever so quiet to not wake her companions, she lets herself outside.

It was a nice day. Nothing seemed to go wrong. That was until Sanji left his room as well. Fluttershy turned and greet him.

"Hello Sanji."

He looks up to her about to reply with a friendly greet. Instead his eyes shrink, his jaw opened, and suddenly he spat blood out through his nose, rocketing upward.

"THERE'S A BEAUTIFUL LADY!!!"

A hard landing of Sanji causes Fluttershy to scream, alarming everyone to wake up. As they rose from bed for action, they raced outside to see what was going on.

"Fluttershy!? What's wrong!?" Luffy questioned, only to drop his jaw.

"Sanji started bleeding a lot of blood!" She alerted them.

Everyone stared at Fluttershy who was treating Sanji at the moment. It took her a while to notice all the stares.

"U-Um... why are you all looking at me like that?"

"F-Fluttershy... Did you... take a look in the mirror lately?" Twilight asked.

"Oh my! I never thought you'd look this gorgeous!" Brooke commented.

"W-What are you talking about!?" Fluttershy questioned with a blush.

Nami took out a mirror and showed it to Fluttershy. "Here, why don't you take a look."

Fluttershy peered into the mirror and saw the problem on her hands. Her reflection was that of a peach skin, pink hair, turquoise eyes human! She looked at her body and realized the huge change that must have happened overnight!

"OH MY CELESTIA!!" She screamed. "W-What happened!?"

"Hey! How did you transform?" Luffy whined.

"She doesn't seem to be sick." Chopper checked her forehead. "But it's strange. Twilight, is there form of magic that might have happened here?"

"Not that I know of." Twilight replied. "All I can scan out of her is that her body has been shaped, but not by unicorn magic."

"How peculiar." Robin commented.

"It's almost as if..." Sanji began, lighting a cigarette. "Someone changed her using a different power."

The focus goes onto Sanji as the crew awaited an answer. A moment of silence before Sanji's eye showed but a heart as he yelled...

"The power of LOVE!"

Nami angrily hits Sanji in the head and yells, "Take this seriously!!"

"But you have to admit. She's actually pretty being human as she was cute when she was a pony." Usopp pointed out.

Fluttershy blushed as Sanji got up with another idea.

"So wait a minute...! If she's as beautiful as a person, that means all the ponies in this country can be beautiful ladies too...!?" He wondered as he chuckled in a perverted matter to himself.

"Creep." Zoro retorted.

"What was that moss head!?" Sanji sneered.

"You heard me you perverted pony!" He shouted.

"Wait a minute!" Nami said with an idea. "If Fluttershy was suddenly turned from pony to human, do you think that this is the same as our crew?"

"You mean..." Twilight thought. "Human to pony?"

"The same thing that happened to the others." Robin concluded as she pets Luffy's mane.

"So the same guy who did this is here!?" Luffy exclaimed. "Then let's get him to turn us back!"

"I don't think it'll be that easy." Applejack commented.

"Yeah, I mean, if this happened last night, he could be long gone." Usopp stated.

"Or hE cOuLd Be RiGhT hErE..." something spoke, filling tension into the air. Everyone gone jumped and readied themselves. They looked around to see where it came from, but they find nothing out of the ordinary.

"W-What was that!?" Chopper wondered as he held Fluttershy.

"Who's there!?" Luffy questioned.

"Oh, DoN't TeLl Me YoU fOrGoT mE...!"

"Forgot?" Brooke repeated.

"Did we meet this guy before?" Franky wondered.

"AnD hErE i ThOuGhT yOu WeRe GeTtInG tHe PiEcEs ToGeThEr..."

"Stop talking weird and show yourself!" Luffy demanded. "Did you do this to Fluttershy!?"

"Well, well, aren't you feisty as ever?" It spoke, ridding itself of its strange voice. "Very well, but let's meet on the island next to you."

They all raised an eyebrow until the sea gave birth to another island just before the Sunny. Their mouths opened widely as it loomed over them. A harbor was introduced for their entry to the island, with a glittering welcome sign and marble stairs leading up to the center of the new place.

"WHOA!" Luffy exclaimed with excitement. "Did you see that!?"

"I-Impossible!" Nami spoke. "How in the world did he do that?!"

"Whatever it is, it wasn't using any magic I know of." Twilight informed them. "I don't know what we're facing."

"Maybe it's a devil fruit user." Franky suggested.

"But what kind of devil fruit would allow that to happen?" Sanji questioned.

"Maybe he's an island making man." Gilda suggested.

"But how would he change Fluttershy to this?" Rainbow retorted.

"Why don't we go on the island and find out?" Luffy suggested.

"Hold on Luffy." Twilight stopped him. "It could be a trap."

"But we're not going to be able to turn Fluttershy to normal unless we find him." Rarity reminded them.

"Looks like we have no choice but to check the place out." Applejack sighed.

"Ooh! Mystery island time!" Pinkie cheered.

She and Luffy high fived as the others sighed. Brooke came up to Fluttershy with a question of importance.

"Ah! I forgot! Fluttershy dear."

She turned to the skeleton pony and responded. "Yes?"

"My I see your panties?"

Rainbow and Applejack kicked Brooke yelling, "HECK NO!!"

"Now that he mentions it..." Zoro began. "Where did she get those clothes?"





Entering the island was no challenge. It was a simple walk through what was pretty much a hallway, only there were no walls to confine them. As they reach the center of the island, they encounter a large platform in the shape of a circle. Luffy, Rainbow, and Pinkie were already getting excited while the others were wary of what was to come. On the platform were buildings. Buildings that had no one in them. Some had signs, claiming they were vendors. Nothing was edible or usable however.

"This is so weird!" Twilight spoke. "There's nothing here! It's like a set for some play!"

"Too bad. I was hoping to get some grub." Gilda huffed.

"So, where do you think he is?" Luffy wondered.

"Why, right here of course!" It answered.

The winds blew with great force. Everyone covered their eyes as the leaves shaped the appearance of the mastermind behind the creation of the island. The cape was made before the body of a gray stallion was made. The strange thing about it was that it had red eyes in yellow gleam. Antlers came from its head, and it's canines were on the mouth of the pony. As it finished taking shape, the others finally were able to see. "Surprise!"

The Straw Hats gasped, making the others notice their reaction. Luffy gritted his teeth while Zoro was getting ready to unsheathe his swords. Sanji was looking pretty angry as well.

"It's you!" Luffy growled.

Twilight tilted her head and asked, "Do you... know him?"

"That's the one!" Nami warned the others. "He's the one who attacked us on our ship!"

"The one who scattered you all?" Rarity said.

"Yeah...! I recognize the cloak he has on his back...!" Usopp pointed out.

"Oh, you should be happy." It stated. "I brought you a fun place, didn't I?"

"Yeah, but as a pony you crappy bastard!" Sanji cursed.

"Oh good! So you do know who the one who changed your forms is!" It said cheerfully.

"Turn us back you jerk!" Luffy demanded.

"Aww, no pony liked the prettier Fluttershy?" He teased.

"How does he know my name?" Fluttershy wondered.

"Very well, I'll turn her back." he said with a clap of his two hooves. Fluttershy returned to her pony self, looking at her body to make sure everything was in place. "I have no business with the Elements anyway."

"Then why have you been targeting the Straw Hats?" Gilda asked.

"It's a simple need, really." It replied. "But first, allow me to introduce myself. I'm Magnus Chaos."

"Magnus?" Twilight repeated.

"An old name I'm sure no pony can remember." He stated. "But the current desire for this old stallion is the pirate king."

"Pirate King?" Robin spoke. "Are you talking about Gold Roger?"

"No, he's long dead." He denied. "No, I'm looking for its heir."

"He's not talking about...?" Twilight began.

"That's me!" Luffy interrupted her. "I'm gonna be the pirate king!"

"Exactly." Magnus spoke as he showed off his sinister grin.

"What does he want with Luffy?" Nami inquired.

"It's a simple thing I want from him and only him." Magnus claimed. "However, my plan cannot go into fruition with all of you here."

Putting the pieces together, Twilight finally realized what he was trying to do. "You tried to separate Luffy from his friends!?"

"Right on the ball." Magnus answered. "I worked so hard to do it too, but then you six got in my way."

"Us?" Pinkie assumed.

"Yes. With so much attention drawn to the boy so quickly, I had to find another way to separate from you all again. Only this time, I find that I have to start all over thanks to your meddling."

"But that doesn't make any sense!" Twilight yelled at him. "What exactly do you want from Luffy?"

Magnus gave them a stern look and said, "What makes you think I'd tell such inferior beings about my plans?"

"What'd you say!?" Applejack and Rainbow shouted.

"Stop!" Robin told them. "He's trying to lure you!"

Magnus chuckled lightly. Luffy didn't just want to talk to Magnus any more than he had to. So he jumped in to fight. Magnus noticed in time and suddenly became stone. The stone Magnus was easily crushed by Luffy, but his voice continued to emanate throughout the island.

"Hohoho! Your strength is as phenomenal as ever Straw Hat!" Magnus laughed. "Unfortunately, those attacks won't work on me that easily!"

"How'd he escape!?" Chopper screamed.

"Is he a devil fruit user?" Sanji deduced.

"So close! So very close!" he taunted. "But to make it fair, I suppose I can tell you."

Reappearing, Magnus revealed his location to the crew again. Zoro went in to attack, but was blocked by a knight and his blade. The two clashed at swords before Zoro had completely sliced right through it. After it was defeated, it turned into a brown puddle.

"What the hell!?" Zoro cursed.

Chopper approached the liquid and inspected it closely. With a quick taste, he revealed what it was. "It's chocolate milk."

"Chocolate Milk!?" Pinkie squealed. She dash right to Chopper and licked the ground rapidly. "So tasty!"

"This seems too familiar." Rarity stated.

"What kind of power is this?" Usopp wondered.

"Yes, very hard to understand, is it?" It spoke. "You could certainly say it's... chaotic"

Appearing again, it held a glass cup of thorns. Magnus easily gulped down the contents before spitting them at the group. They all jump and scatter to escape the darting shots aimed at them. Robin quickly attempted to use her techniques on Magnus once she got the chance.

"Doce Fleur!"

The hands bloomed out of Magnus and quickly got a hold of him. He didn't seem like he could move as he was easily restrained by her.

"Clutch!"

She bended Magnus's body, causing his bones to snap and his body to go into submission. He fell to the ground after so. However, just as it seemed the won, Magnus quickly got up right after the attack.

"Impossible!" Robin muttered.

Magnus brushed himself off, looking quite unimpressed. "Really now, don't you think I would have seen that coming?"

"My turn!" Luffy declared.

"Gomu Gomu no Pistol!"

The hoof reaches over to Magnus, only to hit a mirage. Luffy grunted as Magnus went in from behind, grabbed Luffy, and threw him over to Pinkie. The two rolled over before Magnus stepped on the ground, causing ice to develop. The ground freezes over to the two, almost freezing them along with it. Sanji luckily steps in just in time with his hind legs blazing and raring to go.

"Grill Shot!"

Stepping onto the floor and flaring it's surrounding, it stops the ice from reaching the two. Luffy and Pinkie were able to make it out unfrozen. Magnus was displeased as they all circled around him.

"This is why." He sighed. "Simply unfair. There used to be only nine to face, but now there's sixteen! That's quite unreasonable. Even for a Chaos pony."

"I thought so!" Twilight exclaimed. "Your abilities looked too familiar! Now I know! You have the same abilities as Discord!"

"Discord?" Usopp repeated.

"You mean that snake bastard!?" Luffy made sure.

"So, you've met the original holder of this ability." Magnus presumed. "That's right. I ate the Chaos Chaos Fruit, and now I'm a Chaos pony."

He lifted his hoof, and easily raised a statue of himself crafted from the very ground.

"With this power, I can make anything happen... at a limit of course."

"Limit?" Nami repeated. "Like the sea!"

"Correct. I cannot make anything out of the sea. Manipulation however is very free. A small flaw I'm happy to live with."

"He sure sounds sure of himself." Zoro commented.

"That's because he thinks he can actually take us!" Gilda retorted.

"I don't think, I know." Magnus replied. "However, as fun is this may be, I have more pressing matters to deal with. Namely you."

Pointing towards Luffy, he gets up with his hoof kicking the ground for action. "Bring it on Magnet!"

"Very well." He replied. "But I'll be honest with you. I don't want to kill you per se. I just need you and you alone. Everyone else here is a bother to me."

"What...?" Rainbow growled.

"I don't need them here, nor do I want them. I just need the pirate king."

Suddenly, Magnus's body grew and turned into an abnormal shape. His chest became the size of a big ball. His posture was that of a bipedal. His cloak barely hangs onto the bulky body as he easily looms over them. The team backs up as another familiar form comes into view.

"What the buck..." Applejack muttered. "Is that!?"

Magnus now stands much taller than all of them. His hooves transforms into hands with paw prints as well.

"Is he... He took the form of Kuma!" Sanji pointed out.

"Who's Kuma?" Pinkie asked.

"He's a warlord we fought back then." Chopper explained. He turned to Magnus with a bit of worry. "Right now, he's somehow taking the same form as him right now!"

"Is he dangerous?" Rarity questioned.

"Why don't I show you?" Magnus taunted as he swings his hand out. The blow reaches for Rainbow and Applejack, but were luckily pushed out of the way by Franky using his chain hoof. Grabbing them, he pulls them back as the paw print projectile crashes through the building and demolishes it to bits. The ponies were stunned.

"W...What was that!?" Gilda screamed.

"You gotta be kidding me!" Rainbow stammered.

"Hey! Leave them alone!" Luffy shouted. "I'm the one you're fighting!"

His punch lands a solid blow onto Magnus's face, and manages to push him back a bit. Magnus countered with another blow to Luffy and pushes him deep into the ground, getting him stuck.

"I already told you." He stated. "I want you alone. To do that, I simply have to get rid of your friends."

As Magnus stepped passed the trapped red pony, he readies his hands for a devastating technique. "Straw Hat Pirates..."

"He's about to do something!" Usopp warned everyone to prepare for the worst.

"Do you recall... of your incident two years ago?"

"What is he talking about?" Rarity wondered.

"Sabaody Archipelago, where you were all easily taken down." Magnus announced. "I will make you remember every dreadful memory that has happened on that day."

"Nice try!" Luffy yelled as he rose out of the rubble. "But the point of the two years was to make sure things like that won't happen again!"

"Two years of training?" He said. "To prevent the catastrophe you had? So, all of you pirates have managed to find a way to stop that from happening?"

Magnus tested them and first went after Nami. As he got close, Sanji kicked his hand away while Nami aimed one of her clima-tact rods towards his stomach.

"Gust Sword!

Pushing him back, Magnus grunts in pain as he retreats to a building. He rests for a bit as everyone turned towards him once more.

"We got him!" Nami pointed out.

"I see..." He breathed. "You really have gotten stronger... It'll be a challenge for you... But what about your other friends?"

Another offensive approach was made as he disappeared. He made his way towards the team, but unsure of which one he was going after. Before they knew, Magnus reappeared before Gilda with his hand in swiping motion.

"What!?" Gilda stammered.

Luffy's eyes shrunk as he quickly ran to her, but it was inevitable. The hand touched the griffon and she disappeared. The group was struck with surprise at what had just happened. The Straw Hats immediately realize who his next intended targets were.

"I see... looks like you forgot your Equestrian friends."

"What did you do you jerk!?!?" Rainbow questioned as she dashed forward. She was however stopped by Luffy as he tackled her down.

"What the hay!? Luffy!" She scolded.

"Don't fight him!" He told them. "You can't win against him!"

"What did you say!?"

Luffy turned to Zoro and said, "Zoro! Get Rainbow back to the Sunny!"

"Right!" He complied as he grabbed her and ran off.

"Hey! What are you doing!? Let go!" Rainbow ordered.

"Knock it off!" He sneered. "He's too powerful and dangerous for all of you! Let us handle it!"

"But we can help!" Applejack reasoned.

"We'll just be in the way!" Usopp countered. "Trust us on this one! That guy is- WAH!"

Magnus appeared before Usopp and Applejack ready to whisk them away too. Before it could happen, Luffy barged in and kicked Magnus's hand upward.

"Get them out of here!" Luffy demanded.

Usopp nodded and grabbed Applejack. Luffy pulled back his hooves and aimed it to Magnus's face.

"Gomu Gomu no Bazooka!"

A hard hit only pushes him a couple feet back. Magnus looks up and eyes to Rarity. Another pass by Luffy as he swipes his hand quickly. Sanji intercepts and knocks Magnus down before grabbing Rarity in his hooves.

"Oh, thank you~!" Rarity squealed gratefully.

"Anything for a madam." Sanji replied.

Magnus was getting irritated. He looked over to Pinkie and was about to act, but not before Luffy could whip out his technique.

"Gear Second!"

With the agile body in motion, Luffy swooped in and kicked Magnus's neck from behind.

"Gomu Gomu no Bucking Spear!"

The painful attack allows Nami to secure Pinkie and run away. Chopper tugged onto Fluttershy and said, "We should go too!"

Fluttershy nodded without any retaliation. As the ponies were getting closer to retreating, Twilight stayed behind, unsure what to do. She was not able to bear what she had just saw. Gilda had gone from one moment to the other. Robin ran to her side and woke her from her trance.

"Twilight! We have to leave!"

"R-Robin...!" Twilight muttered. "W-Where's Gilda...? What happened...?"

Robin sighed and explained. "The maneuver he did sent her flying somewhere. I'm not sure how far, but I think she's alive."

"Really...?"

"This is no time to explain right now. All you need to know is that Gilda is alright. We don't know where, but she's alive."

"B-But... What'll happen if...?"

"We cannot get caught, otherwise we may also be taken somewhere. Perhaps even a more dangerous place. We must take the chance to escape while Luffy distracts him."

Twilight looked over to Luffy and his fight. As Magnus constantly pushes him down, he quickly gets up to return the favor. Twilight sighs and turns to Robin and nods.

"Alright... If you say so..."

"Good. Now let's catch up to the others!"

They start running as Luffy is pushed down once again. As the crew escapes, Magnus takes notice and quickly traps Luffy in a was cage.

"What the!?" He said in surprise.

"They really think they can get away from me?" Magnus growled. Magnus raised his hand towards them and lifts a finger. It conjures a massive stone wall blocking their way. Magnus starts to rush in and use the technique again. Luffy however breaks out of the cage and runs after him. As they raced towards the crew, Luffy stands in the way and pulls back is hoof, wrapped in armament Haki.

"Gomu Gomu no Red Hawk!" (Fire Fist Pistol!)

The blazing punch hits Magnus hard, causing him to cough. But that wasn't enough. He swings a right hook and punches Luffy aside, throwing him and his hat off.

"How annoying can you be." Magnus huffed. "But no matter. I will get rid of your friends soon enough."

Zoro slashes the wall and creates an opening for them to flee. He grabs Rainbow before she can try anything and leads them out.

"Come on! This way!"

Luffy coughed as he trembled. His body was getting worn out like Magnus. But Magnus only had one goal in mind. As the crew escaped, Fluttershy noticed Luffy's hat on the ground, far from the fighters. She runs to go and get it.

"His hat...!"

"Fluttershy! Hold on!" Chopper warned her. He ran after her as Magnus took notice and grinned. Luffy saw the two and quickly jumps into action.

As Fluttershy gets Luffy's hat, Magnus reappears with both his hands held up high. Chopper screams and quickly blocks the way from the attack. As they raced towards them, Luffy makes it on time. He pushes them aside and takes the hit.









Two years ago on Sabaody Archipelago... The bubbles can be heard popping again and again...









"Stop it! Please stop it!"









"I... I couldn't even save one of them...!"









"This is goodbye... Straw Hat Luffy..."









Silence sweeps the platform. Magnus is still as his face shows nothing but displeasure. Fluttershy and Chopper stare at the empty spot before them. The crew stopped running and just stared at what just happened.

"L...Luffy...?" Fluttershy muttered.

Zoro, Sanji, Rainbow, and Applejack strike Magnus as hard as they can. He however blocks them off with his paw printed hand. As they bounce and land safely, they go into a quarrel.

"You bastard!" Zoro sneered.

Magnus held his face and sighed. "How clumsy of me... I was trying to get rid of all of you, but now look what you've made me done!"

Magnus glares at them and snaps his fingers. The island suddenly shakes, and everything starts to lower itself. The group looks around and sees the island was sinking back to where it came from. Magnus turns and leaves as the crew gives him the dead eye.

"That coward!" Sanji growled.

"We can't stay here!" Nami told everyone. "We... We have to go back to the Sunny! Or else we won't make it!"

"We don't have much choice..." Brooke gulped. "There's some of us who can't swim."

"We can't let Luffy down..." Zoro reminded himself. "Let's go!"

Chopper brought Fluttershy back to her feet and began to move. But Twilight stays behind again. This time on the act of blind fury. Robin attempts to call her back, but she runs towards Magnus.

"You...! YOU!!!" She screamed.

Magnus turned around while tilting his head. "Oh... aren't you feisty?"

"GIVE THEM BACK!!!" She demanded as her horn shined brilliantly. Its power splashed and sparked the floor. A quick stab causes Magnus to fall back in pain. He was astounded by what just happened. The raw power coming from this pony was phenomenal and was sure not to miss. Magnus grinned as he stomped and got into a sumo wrestling stance.

"Come over here... It looks like you need to waste that energy of yours!"

"Where'd you take them!?" Twilight questioned as she attempted another stab. She sadly misses and is grabbed by Magnus. The others who stayed for Twilight's sake called for her.

"TWILIGHT!"

"Too bad. You really have to work on your fighting." Magnus teased.

"Give them back...!" She grumbled.

"I cannot simply bring them here." He said. "But I can certainly take you there!"

Twilight gave one last glare before she was tapped and taken away. The mares screamed as the crew quickly grabbed them to make sure it didn't happen again. They barely escaped the island as it returns to the ocean. As the straw hats rest, Magnus flies away with a wound on his stomach.

"Quite impressive... How did she get that power?"