MLDC: SHAZAM, Equestria's Mightest Mare!

by Michael_Ravencroft


Project Erroria Arc Part 7: The Comeback! Enter the SHAZAM Pets!

Author’s Notes: 

Owlowiscious
Winona
Opalescence
Angel
Gummy
Tank
Tiberius
Philomena
Murmur

“Shazam, what are you doing here?!” Luna asked dubious.

“Oh thank Faust,” Twilight whispered under her breath.

“I…sensed something amiss, trouble doesn’t seem to stray far from Ponyville, so I stuck around after the first incident in case something happened. Looks like I was right,” said Shazam.

Celestia and Luna were still cautious and suspicious of the mysterious alicorn, but at this moment, none of them were faring well against the Kingdom agents. With a reluctant sigh, Celestia addressed the orange mare.

“Very well, how do you wish to handle this?”

“On my own.” Shazam stated.

“EXCUSE ME, ARE YE DAFT?!” Luna exclaimed, slipping into the old tongue.

“Look, my magic’s the only thing that can take them down! The three of you here makes it harder for me to fight them! So run away now, I’ll give you an opening!”

Shazam’s body flared up with azure lightning, widening her stance, and flaring her wings in preparation for the fight. The Kingdom agents all readied themselves, they could sense that Shazam was no ordinary alicorn, and, despite their engrained orders to kill the Princesses, they knew that this alicorn mare was a greater danger and higher priority on their kill list.

Shazam, in a flash of lightning, disappeared from sight. The Kingdom agents looked around frantically for their quarry, but not for long. Shazam reappeared and delivered a haymaker right to the Earth stallion’s head, slamming him back into the earth with a thunderous “BOOM!”

The unicorn spotted her and fired a beam of crimson mana. Shazam sensed the attack and dodged to the right just in time, she then charged her horn with magic, firing a bolt of magical lightning that struck the unicorn stallion dead center of his chest, throwing him back into a tree as his body convulsed from the electrical charge.

The pegasus mare took to the skies above, putting some distance between them so that she could counterattack. But Shazam was way ahead of her. With the same god-like speed, the orange alicorn mare appeared ahead of the pegasus mare.

She then brought up both hooves and brought them down in a hammer blow, striking the mare on the head with resounding force. The blow sent her opponent flying back down and into several trees before cratering in terra firma.

“GO NOW!” Shazam ordered.

With reluctance, the three alicorn mares hurried away, with Twilight stopping a moment to shoot the heroine a worried glance. Shazam saw this and mouthed the words “I’ll be alright.” Twilight continued on, believing those words. The Champion of Magic descended back to the ground below, landing with the grace of a falling feather as she surveyed her handiwork.

The Kingdom agents were already getting back up, but unlike with the Princesses, their recovery was noticeably slower than earlier. Just like the last agent, Shazam’s ancient magic had an adverse effect on their strange magic.

“Now, are you three going to tell me why you’re targeting the Princesses, or are you just going to say that same line again?”

“The Kingdom shall rise, and your time has –!”

Shazam fired a bolt of lightning at the Earth pony stallion, silencing him as he flew backwards. “Yeah, that’s what I thought.”

Suddenly, red lightning shot out from her left. Shazam quickly summoned a magical shield, blocking the bolts. But at the same time, another attack came at her from the right, this time a magical beam of crimson mana. Shazam changed the shield into a full spherical barrier, blocking the oncoming blasts from both sides. Their magical energy was just as malign as the last agent she fought, it somehow reeked of primal power, destruction seeming to be its only purpose.

Just then, the Earth stallion came lumbering towards Shazam. He quickly jumped into the air, and cocked his right hoof. The crimson mana wrapped all around it, transforming his hoof into a blazing red comet. The burly agent descended and smashed his hoof into Shazam’s barrier, causing the earth below to cave in and fissure, sending cracks spider webbing in all directions.

Despite the single hit, the stallion continued to drive his hoof forward, trying to punch through the shield while his colleagues hit her from the opposite sides. A three pronged attack, and one that was straining the young hero.

Shazam’s eyes glowed with azure light, her horn sparking with magical lightning. With a fierce cry, she poured her power into the barrier, making it burst and push back her opponents. The stallion was thrown off balance, and Shazam seized this opportunity to attack him. She began throwing one punch after the other, pummeling him with rapid-fire succession.

The Earth stallion brought up his forelegs, using them to guard himself as Shazam pushed him back with her assault. She figured his great size would hinder his speed, the stallion may be able to punch a hole in the earth, but all that power meant nothing without the speed to back it up. And she had both in spades.

Shazam energized her left hoof, surrounding it in crackling lightning. She then thrust her hoof forward, preparing to break through the stallion’s guard and hopefully put him down for the count. But at the last second, a strong gust of wind blew on by, howling like a maelstrom. The wind, laced with traces of crimson mana swept Scootaloo’s hoof off course making her whole body turn. The Earth stallion, as if on cue, reared back his head and delivered a head-butt right to her left temple.

The sudden blow sent Shazam’s head spiraling, her mind blinked in and out of consciousness as pain shot through her head. At that same moment, a lasso of crimson lashed out like an angry cobra, wrapping itself around her forelegs. When the lasso tightened, Shazam wailed in pain. Even with her opposing magical aura, and the protection of her armor, the malevolent energy still burned her.

The lasso jerked upwards, carrying the hero with it. The lasso whipped Shazam back and forth, slamming her through what remaining trees there were, and even flinging her against the ground, hard. She caught a brief glimpse of the lasso’s origin, seeing the red tether connect all the way to the horn of the unicorn Kingdom agent. Shazam concentrated, summoning her ancient power to break free, but her efforts were for naught.

A surge of crimson lightning zipped through the air and struck her body. Shazam cried out in pain as every nerve in her body cried out in agony, she recognized this pain, this mana. It was the same as Manehattan, the same kind of magic that had held the stadium hostage, and would’ve killed all those innocent ponies.

They were using this kind of magic back then too?! Shazam thought.

The lightning wracked her body with pain, but the torment did not end yet. The unicorn stallion sent a pulse of mana through the lasso, a crimson orb of magic followed the trail laid out by the lasso, building up its size the further it went. When the orb reached Shazam it smashed into her, exploding with a powerful “BOOM” that shook the very air around them. She didn’t linger in the dust cloud of the explosion for very long, the unicorn stallion whipped her down from the cloud and crashed her back into the unforgiving dirt.

The crimson lasso retreated from the large crater that was left in the wake of Shazam’s crash landing. The Champion of Magic groaned with pain, her entire body stung, like hundreds of tiny knives digging into her muscles, protesting any effort she made at trying to move. Shazam opened an eyelid, watching as the sun was briefly blotted out by something shining. The object was in fact the Earth stallion, his entire form ablaze in crimson mana as he dived down, forehooves first, straight towards Shazam.

No doubt he was to deliver the final blow, but Shazam wasn’t one to give up, she would never give up. Pushing past the pain, Shazam rose to her hooves. Magical energy surged around her body until it became a raging azure aura. Her violet irises turned azure blue as she summoned forth her power. She then released a powerful battle cry, unleashing a column-sized pillar of lightning, shooting straight up from the mouth of the crater.

The stallion’s eyes widened as he saw an ocean of blue headed right towards him. The pegasus mare swooped in, summoning a whirlwind that pushed her fellow agent out of the pillar’s path. However, it wasn’t quite far enough as the stallion’s right foreleg was caught in the blast, burning it away into nothing as he plummeted straight to the ground.

He rolled around a bit before recovering on his three legs. The crimson mana began to reconstruct his missing limb, but even he could tell that it was taking longer than it should to regenerate. Shazam burst out of the crater and landed on the edge of it. She stared down the Kingdom agents, looking quite perturbed that their enemy was still breathing.

“You think that that’s enough to take me down?! Then you have another thing coming!”



The Pony Pets had made it to the site of the battle, against better instinct. When they arrived, Philomena, Owlowiscious, and Tiberius noticed Luna, Twilight, and Celestia’s absence. For a moment they feared their owners had perished, but Winona’s keen nose detected the scents of their owners, live scents that had traveled away from the fighting. The three Royal Pets released a sigh of relief, but it did not last.

The seven pets watched as Scootaloo struggled against the dangerous ones. Just by instinct alone, they could tell that Scootaloo had become vastly powerful, but even she was having trouble against three opponents. Owlowiscious ruffled his feathers in agitation, feeling helpless in this moment.

The other pets watched with equal frustration, for all the little griefs that the CMC had brought to them, they each did care about the youngest ponies deeply. It wasn’t just the companion in them, it was their instinct, to protect those who protected them.

*We cannot just sit by here and watch that little pegasus chick get killed by those monsters!* Philomena cawed.

*For once, I agree with the Drama Queen over here. But what can we do?! You may be a phoenix, but even you’re not that strong to help her out!* Angel pointed out.

*Even our ponies fled because of those things, what chance do we have against them that she alone can’t?!* Opal asked.

*I wanna help Scootaloo! I wanna help Scootaloo! Right now!* Winona barked.

*I…do…too!* Tank agreed.

Just then a small pink butterfly flew around the critters. It was no ordinary butterfly, it was made of pink light energy. The pets looked upon this strange insect with equal parts curiosity and caution.

You wish to help my Mistress?  

*Who’s that?!* Tiberius asked.

I am but a servant and guide to my Mistress, the Champion of Magic, she who you know as Scootaloo. Tell me, do you wish to fight alongside her?  

*Yes, we want to help.*

The other pets gasped and jumped back, suddenly hearing the voice of their more silent member, Gummy. And the fact that he mysteriously just appeared out of nowhere nearly gave them heart attacks. But he was right, they did want to help, they just didn’t know how to.

Very well, your chance well come quickly, be prepared…!  

The butterfly fluttered towards the battlefield, leaving the pets wondering what the butterfly meant.



Scootaloo was panting hard, her body ached, and her armor was torn from the various magic blasts and cutting wind attacks. Her cloak was in tatters as it flapped in the wind, she even tasted a little blood in her mouth from a punch she had received from the Earth stallion, and possibly there was some internal damage as well.

Scootaloo thought she could handle these guys, but she had only ever fought powerful opponents like this one on one. Black Adam, and then the agent before these three, the only multiple opponents she had faced were that of thugs who thought they could overwhelm her with just sheer numbers. But that wasn’t the case here, no, these three had the power to confront her, and just three of them was enough to keep her off balance.

If I attack one, the others will bail him out, I can’t take on these guys one at a time, I need to get them all at once. But if I try that, they’ll just gang up on me and use that weird magic to throw me around like a ragdoll! This royally sucks, I…dammit I need help!

Ask and ye shall receive my Mistress.  

Scootaloo caught sight of a pink butterfly, the go to astral projection form for Murmur.

Murmur?! What are you doing here?! And what did you mean by that?

Mistress, I had hoped you would have more training before now, but time is not on our side!  

What are you talking about?

In the past, Champions have had to face impossible odds, outnumbered a hundred, a thousand, even a million to one! And each time those Champions knew that, despite how powerful they were, there was only one of them. It was then that they discovered that the Champions could empower others, create allies imbued with the power of the Living Lightning!  

You mean…I can make other Shazams?! 

Only if you trust them, and only if their hearts are true like yours.  

But everypony’s gone, I’m alone!

No you’re not Mistress.  Murmur pointed towards some bushes with her antenna, Scootaloo’s keen eyes pierced through the brush and saw the assembly of Pony Pets.

Them?! But they’re…can they even fight?!

Even animals can have true and good hearts, and I know you trust them Mistress! They’re willing to help you!  

Scootaloo’s eyes shifted between the three agents and the pets waiting to help her. She had no idea how those little pets would be able to help her, Scootaloo was more afraid of them getting hurt and dying, she couldn’t bare knowing she caused the deaths of those closest to her group of friends. Just then her eyes caught sight of Owlowiscious, and as if knowing she was watching, winked at her.

Scootaloo slowly nodded, trusting in her animal friend. Alright…let’s do this!

Scootaloo concentrated, like before, she looked to the good and righteous fury within her. Her body began to glow with azure lightning, making the Kingdom agents weary. The fragments of rock and dirt levitated off the ground as her power reached its apex. Scootaloo’s eye shined a brilliant azure color, the power of the ancient magic, the Living Lightning was coursing through her body, channeled from her heart and soul. The three agents went on guard, preparing to defend themselves from Shazam’s next attack.

It was then that Scootaloo glanced towards the pets, praying to Faust, and whatever other high order deities that existed above, that what she was about to do did not kill the pets. Scootaloo moved all that power towards her horn and aimed it directly where the pets were, and in a loud voice, she spoke the Word of Power.

“SHAZAM!!!!!”

Lightning shot out from Scootaloo’s horn, crackling and roaring with thunder as it streaked across the way. In the distance, the ponies who had escaped earlier had ran back for their pets, having met with Celestia, Luna, and Twilight half way. They spotted their pets and were about to go to them when Scootaloo’s lightning bolt struck them all at once. Horrified expressions befell the ponies as they watched a lightning bolt powerful enough to put a new crater in the moon zap their beloved animal friends.

When the bolt ended, the area where the pets were exploded into a cloud of white smoke. The Kingdom agents looked to where Scootaloo had fired her lightning bolt, wondering what the heroine had planned. Scootaloo felt her confidence in this begin to falter, she may’ve just vaporized the pets of her mentor and surrogate big sister, not to mention the pets of her friends’ sisters, and all while Fluttershy saw it all. No doubt there would be Tartarus to pay, the Kingdom agents would have nothing on Fluttershy’s wrath.

Just as the sobbing and grief was about to hit, something happened. A great howl echoed from the smoke, along with what sounded like the roar of a mountain lion. With a great gust of wind the smoke was cleared away, along with some deep-rooted trees, displaying the previously thought dead little critters. But they weren’t so little anymore…



Winona had become gigantic, easily half the size of Applejack’s barn. Her features were more wolf like, graceful, and yet muscular. Her brown eyes gleamed with the azure color of the Living Lightning, her fur sheened in the sunlight with each movement. The she-wolf took a step forward and howled into the air, signaling her stand against the agents.

Another transformed animal, a white lioness, joined Winona, her green eyes scanned her now powerful, and sleek new feline form, standing just as tall as Winona. Opalescence loved this, the power, the new body, it was like her true inner beauty had been made manifest by the magical power given to her by Scootaloo. She planted her paws, flexing her claws to dig into the earth, she then released a powerful roar, one that would make her distant lion cousins proud.

Stepping towards Winona’s right was, well, it looked like Angel. But now he stood on two feet, wearing blue pants and a red vest that was emblazoned with the lightning insignia. He had muscles, but they were lean, making him look slim. His long ears twitched to and fro as he picked up on new and distant sounds. Angel looked at his paws, which were now digits, flexing them and hearing the knuckles crack each time, feeling the surge of power within him. The bipedal bunny stood tall next to the giant wolf, crossing his arms in front of his chest and shooting the agents a cocky smirk.

The next to appear was something quite large, Tank had changed, a lot. He stood taller than Winona and Opal, definitely taller than the barn. His shell was edged like armored plates, his front legs were now like arms, with four fingers and each clawed. Tank’s lower legs were now like feet, with three clawed toes digging into the ground. His mouth now had razor sharp teeth, two of which stuck out upwards from the bottom row, looking more like tusks. The now giant tortoise let out a powerful roar that echoed into the distance.

Joining the giant reptile, was another equally giant reptile, Gummy. Only now, Gummy was sporting a full row of dagger like teeth, and his hide had become hardened to the point it was like armor. His violet eyes no longer blinked at different intervals, but consistently and together, his pupils narrowed to slits as she eyed the Kingdom agents.

Owlowiscious was bigger as well, his body somewhat longer too. The wise owl spread his wings as he revealed his elongated neck, making him look like a dragon-bird hybrid. But just as much as he changed on the outside, so too did he on the inside, his mind was on fire, seeing a myriad of possibilities and able to think in ways that he wasn’t able to before.

Philomena flew overhead, her body was literally made of flames burning gold and a deep orangey-red color. Her wings had split into two pairs, now sporting four wings. Her crest was now a fiery mane, and her tail feathers were like two long streams of fire. She had become the truest form of a phoenix, connecting to the magic of rebirth, becoming eternal flame that both destroyed and renewed.

Lastly, Tiberius was a massive critter, looking something like a hybrid of an opossum and a badger. His body was bulky, all muscle, but his thick fur made it hard to see. His front legs and paws had grown out and become large, with five long claws on each paw. His now furry tail whipped back and forth as he felt at one with the earth beneath him. As if to make his owner proud, Tiberius sported a crescent moon at the center of his forehead, showing his affinity for the night.

All eight pets had become something more, they were powerful, they were more intelligent, and now they could help.

“So this is what the butterfly spoke of, this is how we may help her,” said Owlowiscious.

Whoa, you can talk! Ah heck, I can talk! And…wow I got tall!” Angel exclaimed impressively.

“Taller? Yes. But no less annoying,” said Opal. “But I am rather impressed by our dear Tank’s transformation, bravo.”

The giant tortoise turned his head away from Opal, blushing a bit at the compliment. “Thanks, Opal.”

“And he talks faster! This is really fun! I feel like I can jump over a mountain! Can I jump over a mountain when this is over?! I want to!” Winona chattered.

“Later, right now we have business to attend to,” said Philomena.

The SHAZAM Pets all got into their various attack positions, growling, cawing, and roaring challengingly at the Kingdom agents. The three didn’t know what to make of this, or what they should do. Taking advantage of their confusion, Tiberius made the first move.

The giant opossum slammed his massive clawed paws onto the ground, making the earth beneath him ripple forward. The terrawave threw the three agents into the air, the pegasus mare quickly righted herself and took to higher ground, but the other two weren’t as lucky.

Angel jumped up and down on each foot, getting a feel for his new form. He threw a couple of light jabs into the air, feeling his new strength and speed. Once he was sure he had acclimated, Angel sprinted forward, faster than the wind. The anthropomorphic bunny was a white blur as he made a beeline for the Earth stallion. Angel met him in midair, and delivered a powerful roundhouse kick to the stallion, sending him flying in the other direction as he plowed through the dirt.

The unicorn righted himself by using his magic, and setting himself back on the ground. Tank stepped up next, staring the unicorn down. Tank began to feel something deep inside him, a power raging that beckoned for him to release it. The giant tortoise opened his great maw, magical energy lapping out like flames.

The unicorn saw this and brought up a shield to defend himself. Tank reared his head back and then lurched forward, opening his mouth and launching a magical fireball blast at the unicorn. The giant fireball roared towards the unicorn, the stallion’s pupils shrinking in fear with each passing second.

The fireball struck the barrier, shattering it like a bowling ball thrown into a china shop. The intense blaze threw the unicorn stallion back, burning his form severely as the area around him exploded. The pegasus mare agent saw all this transpire with wide eyes, she gritted her teeth and glared towards Shazam, the mare who made the giant beasts.

She dived towards her, wings crackling with crimson lightning. The Champion of Magic looked up and saw her enemy swooping down, but at the last second Owlowiscious swiftly made it to her side.

Owlowiscious, craned his long neck and spread his wings. The wise owl’s mind was open to new facets of power, things were clear to him now, and with that clarity came the ability to focus his mental energy. Owlowiscious used his massive wing to block the attack, just as the crimson lightning was fired. The lightning struck his wing with a thunderous “BOOM”, but Owlowiscious did not flinch. A barrier had formed, layering over his body, and it seemed to absorb the energy of the blast, but not the magic itself.

The wise owl had tapped into a form of psychic energy, that of Tactile Telekinesis. The barrier absorbed the kinetic force of the blast, channeling it through the barrier that surrounded Owlowiscious like a suit of armor, making it stronger.

When the pegasus mare saw that her attack had no effect she cancelled it, but that was all that Owlowiscious needed. He then brought down his wing, focused his psychic energy, and sent it surging forward. The power was like a getting hit with a freight train going three times its top speed, while carrying steel girders.

The pegasus mare was buffeted by the psionic energy, sending her into a tailspin, along with giving her a myriad of broken bones and most likely massive internal injuries. The large owl craned his neck downward, looking directly at the transformed mare he knew to be Scootaloo.

“Are you alright, Scootaloo?” Owlowiscious asked.

Shazam – Scootaloo – could hardly believe what she was seeing. Her magic powers had transformed her friends’ pets into giant super monster animals, and now they were fighting to protect her. Seeing Owlowiscious up close like this allowed Scootaloo to grasp just how much her magic had changed the once small critter.         Dumbly, she shook her head in affirmation to his question.

“Take your time and heal your wounds, I will guard you and the others will have at them!”

True to his word, Owlowiscious spread his wings and fanned them over himself and Scootaloo, expanding his psychic barrier in order to guard them from further attack. It was so weird, in a way, she always felt as if Owlowiscious was looking out for them, in his small ways he tried to help and steer them from trouble when he could.

Such was evident during some of the times that Scootaloo found out about Spike’s exploits, such as the magical tome that made Rarity go dark magic crazy, and the one she was most familiar with, the pet sitting incident.

But to actually hear Owlowiscious say that he would protect her, and to see him do so, it was oddly comforting and made Scootaloo’s heart swell a bit. Owlowiscious would be lying if he said he wasn’t feeling the same way, because of Scootaloo, he now had the power and ability to protect the ones who took him in and gave him a home, and to protect those closest to his pony and dragon.

The Earth pony stallion finally got back up from his beating and cried out in rage. He then slammed both hooves onto the ground, sending an energy wave that split the ground as it traveled towards the pets. Angel smirked and channeled his newfound magical might into his right fist, he then slammed that fist against the earth, sending his own energy surge through it.

The azure lightning and crimson wave both cut through the dirt and sediment as they traveled on a collision course for each other. When they met, it was violent. A massive explosion sent dirt and rock flying everywhere from their collision.

In the dirt and dust cloud, two sets of glowing eyes streaked through towards the stallion. Opal, claws bared, struck the stallion on his side, digging her perfectly pedicured talons into his muscled flesh. Opal grimaced as she felt her claws not moving much due to the stallion’s thick and strong muscles. The stallion saw this and was about to raise his left hoof in retaliation, but Winona burst out of the cloud, jaws wide open as her fangs pierced the thick shoulder muscle of her enemy.

She too was having trouble going all the way through his flesh, as strong and big as they were, the stallion’s muscles were like thick leather armor, durable and not easily cut. The stallion suddenly roared out as crimson mana spewed forth from his body. His muscles and bones began to enlarge, increasing his already formidable size.

The stallion grew until he was roughly the size of Winona and Opal, but the dog and cat were not ready to let their prey go. Winona bit harder as she used her claws to bring the stallion down. Opal took to digging her claws as deep as she could, but then used her own fangs to bite down on the stallion’s jugular.

Unfortunately, she ran into the same problem. The thick muscle forming around his neck just made it harder and harder for Opal to get her fangs to the preferred artery that would end this immediately. Suddenly the stallion bellowed out as he flexed his muscles all at once. The energy within him blasted forth, pushing Winona and Opal off of him and causing the canine and feline to skid to a halt some ways away.

Winona channeled her magical energy, her vocal cords reverberated as the power that she was bestowed flowed to them. Suddenly, Winona opened her mouth and released a powerful howl, the sound was transformed into pure energy as a stream of electrified power roared towards him. The beam struck the stallion in the chest, he flexed his chest muscles, using his bulk and aura to push against the onslaught.

The stallion kept on pushing through the attack, galloping right for Winona. The Earth stallion reared up and thrust his right hoof forward, punching Winona right across her muzzle and ceasing the howling beam from her maw. The giant wolf dog tumbled to the ground. She began to rise, growling at the stallion, but she gasped when she noticed the stallion about to come down on her with a powerful double hooved hammer blow.

At that moment chunks of the earth beneath their paws cracked and splintered off, they shot upwards like rockets towards the stallion, striking him with great force and sending him sprawling onto his back. Winona looked behind her and saw Tiberius, his aura flaring as he willed the dirt and rock to fight on his behalf.

“Thanks Tiberius!” Winona cried out appreciative.

“No problem,” replied Tiberius.

The sound of cracking knuckles caught Winona and Opal’s attention. Angel was walking towards the downed stallion, his aura shining with magical energy as he prepared to do battle. For the first time in his life, he wasn’t a small creature, afraid to be eaten by predators. Now, Angel was a fighter, he had the power and the strength to stand up to those who would consider him an easy target. The stallion shrugged off the rubble he was slammed with and glared the anthro bunny down.

“Are we just going to stare at each other, or are we going to fight!” Angel yelled.

The stallion bellowed and ran towards Angel, the bunny sprinted for the stallion, leaving behind a dust trail in his wake. Angel was upon him within seconds, the stallion had only time to blink once before Angel had appeared in his field of vision. The white rabbit then unleashed a flurry of rapid-fire punches.

His fists moved so fast that it appeared as if the Earth stallion was getting struck by an endless stream of white comets. The stallion wasn’t one to be bested easily and launched his own rapid-fire punches. The two traded blows between them, some connecting, others blocked, but there was always the powerful and painful thudding “BOOM” that occurred when contact was made.



Meanwhile an aerial battle was taking place. The pegasus mare agent was being dogged by Philomena as she gave a mighty cry, chasing the mare with a vengeance. The pegasus unleashed a barrage of crimson lightning from her wings, trying to shoot down Philomena. But the four-winged phoenix, despite her great size, nimbly dodged the scarlet bolts. She fanned out her wings, focusing her magical fire to them.

Four orbs of fire formed at the tips of each wing, Philomena then gave a mighty flap of her four wings and melded the four orbs together. The united orb then let loose a dual stream of fire that took the form of a double helix. The pegasus mare’s eyes went wide as she watched the winding helix flame roar towards her. She hurriedly flapped her wings, using the red mana to push her flying power beyond normal pegasus limits, but the flames still kept after her.

Thinking quickly, the pegasus mare summoned her power, creating a storm front overhead. She commanded the wind and the rain to stream down from the clouds, forming a tornado of wind and water. She stopped and fired her lightning attack again, adding its power to the giant column that was plummeting from the clouds. The helix flame and tornado clashed in midair, sending out a loud sizzling sound as the water evaporated and pushed against the flame.

The pegasus mare could see that Philomena was locked in combat the tornado, granting her a chance to counterattack. Unfortunately for her, there was another aerial opponent she hadn’t anticipated. There was a whirring noise, like something spinning, but at the same time, it sounded like rockets firing. The Kingdom agent looked around until she spotted, what appeared to be, a flying saucer. She tilted head in confusion at what she was seeing, not sure whether to regard this as a foe or some strange phenomenon.

Suddenly the saucer slowed its spinning, allowing the agent to see that the saucer was in fact an armored shell of some sort, with bellowing jets firing from four holes. Two of the jets ceased firing, allowing two scaly, clawed arms to stick out, a fifth hole appeared, allowing a head to pop out. Tank had become airborne, normally a tortoise wouldn’t know how to fly, but given all his flying with Rainbow Dash, he had grasped a pretty good working knowledge of flight.

The Kingdom agent hovered there with a stunned expression, truly not able to comprehend how a giant tortoise was flying in the air. That hesitation was all that Tank needed, opening his mouth to launch a sparkling fireball at the mare. The agent snapped out of her confusion and flew out of the way with great haste. The fireball exploded, buffeting her, but not enough to make her lose her balance.

Tank’s front arms sparked with magical lightning, morphing them into large fins akin to his turtle cousins. His rear leg jets fired full throttle as he took off after the mare, using his fins as wings to control his direction and balance. The pegasus mare found this absurd, she was being chased by a giant flying tortoise – turtle – thing!

All the years and months flying with Rainbow Dash and watching her perform was paying off now, even if it didn’t look like Tank was paying attention, in reality, he was. Being in the air fascinated Tank like nothing he’d ever dreamt about, he considered himself lucky to have been picked as the companion to a pony who was willing to share with him the feeling of great freedom that flying bestowed upon her and those of her kind. And now he was going to do his pony proud, by using that freedom to take down this evil pony.

Tank opened his mouth, flames lapped out and coalesced into another fireball. He then launched three fireballs in rapid succession. Each one exploded near the mare, coming just inches away from hitting directly, and considering the size of them, calling it a close call was generous.

The pegasus mare had had it with these weird monstrosities. She flew up high into the sky, channeling her malevolent magic from the deepest part of her being. Her wings arced with red lightning as it she stopped, looking down at the flying tortoise. The lightning swirled about her, growing bigger and more powerful by the second.  

Tank stopped and growled at what he was seeing, knowing that the mare was about to unleash a devastating attack. However, he was not alone. Philomena flew up next to Tank, looking up at their opponent who was ready to unleash her fury.

“Together?” Tank asked.

“Together!” Philomena affirmed.

The flame orbs appeared on Philomena’s wings, Tank began to glow as his magical energy built up inside him. With a loud battle cry, the pegasus mare fired off a bolt of lightning the size of a small mountain. Philomena flapped her wings, firing the double helix flame. Tank’s charging was complete. Four of the armor plates on his chest opened up, and from the opening a beam comprised of fire and light blasted forth. The two attacks met with the agent’s, creating a thunderous roar through the sky as they both pushed against each other.

Even using all her might, the Kingdom agent’s malicious magic was somehow being disrupted by the magic that was laced within the two animals’ attacks. With one final push, the fiery beams overwhelmed the lightning and completely engulfed the pegasus mare. Not a sound was heard as her entire form was disintegrated, ashes and all.



Angel and the Earth stallion were panting hard, the white rabbit was scuffed, bruised and had some blood trickling from his mouth. Yet his cocky smirk hadn’t faded, holding up his fists in a defensive position as she watched the brute of a stallion. The Kingdom agent was just as bruised and battered, but the magic that flowed through Angel had done more damage than his own power. Patches of his skin were burned, showing the areas where Angel’s punches landed, some looked like scars you’d get from a blade, but that was only because of a grazing blow.

Winona and Opal hovered on the fringes, keeping low and growling, looking for an opening to end this hulking stallion’s onslaught. Suddenly, the stallion yelled loudly as his body erupted once again with red mana. His wounds were healing, but more than that, he was getting bigger again. He had gained at least three more feet in height, his muscles growing to accommodate his new size, becoming bulkier and more deranged looking than before. He let a snort as steam shot out of his nostrils, irises gleaming red as he looked upon each pet. Well, more like looked down at each pet.

“Oh give me a break, this guy can still keep getting bigger and more muscular?!” Angel groaned.

“He’s like trying to claw a scratching post made of eight layers of thick faux leather! We’ll never hit him at anything vital at this rate!” Opal concluded unsatisfactorily.

“C’mon you guys, we can’t give up! Our ponies are counting on us!” Winona pleaded.

“The Kingdom shall rise…” The Earth stallion took a step forward, the ground trembling from a single fall of his hoof. “...and –!”

Suddenly the stallion was snatched up into the massive jaws of Gummy. The giant alligator had the lower half of the agent in his mouth as he repeatedly body slammed the stallion into the ground. Left, right, left, right, left, right, pause, left, right, left, right, and left again.

Angel, Opal, and Winona stared wide eyed as Gummy used his muzzle to keep slamming the stallion into the dirt on either side of his massive body, he then tossed the stallion into the air like a rag doll, waited for him to reach a certain altitude, and then opened his mouth to fire a large beam of silver and blue light right at the agent, exploding him in midair. When the fireworks were over, the three pets looked back at the smoking maw of their reptile friend. He then stared back at them with his violet eyes and blinked.

“He was starting to get annoying.” Gummy stated.

The other pets just nodded and thanked Mother Nature that the alligator was on their side.

Meanwhile, the unicorn was doing everything in his power to try and kill Shazam, but Owlowiscious wasn’t ever going to allow that to happen so long as he was alive. His kinetic barrier absorbed much of the force that the attacks generated upon impact, allowing the shield to reinforce itself with each defended blow. However, even if the shield was strong, the impact still took a mental toll on the owl as he did his best to keep the barrier up. Scootaloo could feel her body nearly at full strength, a couple seconds more and she’d be able to put the Kingdom agents six feet under.    

The unicorn stallion prepared to unleash a powerful mana blast from his horn, but just then, a massive object came crashing into him, sending the agent tumbling about the ground till he came to a stop a few feet away. Owlowiscious and Scootaloo watched as the other pets returned to their side, each having defeated their respective opponents.

“Two down,” said Angel.

“And one to go,” finished Tiberius.

The unicorn dusted himself off and looked to see what hit him. He growled when he noticed it was the charred body of the Earth stallion and was gearing up to make one last stand against the monster pets and alicorn hero. Just then, something grabbed his hoof. The unicorn agent looked down and saw the hulking stallion grab hold of his right foreleg, his one good eye opened and stared maddeningly at his compatriot.

Suddenly the Earth stallion raised his head up and swiftly bit down on the jugular of the unicorn agent. The unicorn went still as a stifled gasp escaped his mouth. Shazam and the pets watched in horror as the Earth stallion let out a primal growl as he chomped down harder, severing the artery and causing a spray of blood to come gushing out.

The Princesses gawked with wide, horrified eyes at the scene before them. Applejack, Rarity, and Cheerilee quickly covered the eyes of the three foals, not wanting them witness such an act, and even they couldn’t stomach this.

The stallion’s body began to regenerate at an accelerated level, red mana drained from the unicorn and flowed into the stallion. The death rattles of the unicorn began to fade as his body withered, his horn retracting into his head and fully disappearing. Just then, the Earth stallion grew a large horn on his forehead, crackling with the stolen power of his fellow agent. His charred skin had completely healed, and, as if that wasn’t enough, his body had grown now to match the height of Gummy.

When it was over, the Earth stallion released the unicorn’s emaciated body, looking like a dried out raisin. He then let out an incredibly loud roar as his eyes burned with red light. Not a pet or pony alive had ever seen something like that happen. Not even the two immortal sisters, in all their lived lifetimes, have they had the displeasure to witness such an act of cannibalism.

Scootaloo tightened her jaw, stepping away from Owlowiscious’ protective wings and stood unflinching before the massive stallion. His hoofsteps made the earth shudder with each fall, but Scootaloo wasn’t about to let this monster win and kill all those she cared about. It was then that she saw the pets join her, standing behind and side-by-side with her.

“You guys don’t have to stay here, protect the others and go!” Scootaloo ordered.

“Hey, you may’ve been the one to change us and give us powers, kid, but you ain’t the boss of me,” said Angel.

Scootaloo face hoofed herself, “Are you kidding me?!”

“The furball is right, besides, since when have I ever ‘listened’ to anyone?” Opal asked.

“I have my pride as a loyal dog, I can’t just leave my pony or the pony that my pony cares about alone! I’ll fight and protect you too!” Winona said with conviction.

Tiberius and Philomena nodded, along with Tank and Gummy, Scootaloo then looked up to Owlowiscious who gave her a look as if saying “Do I really need to explain myself?” Scootaloo chuckled as she shook her head at the obstinance of the pets.

“No wonder you guys drove Spike crazy. But thank you, all of you.”

The stallion snarled and broke into a gallop as his horn glowed, channeling his newly acquired magic around him and turning himself into a magical battering ram to mow down the pets and Shazam. The team of magical beings stood firm, their bodies glowing with the power of the Living Lightning. Each pet had electrical energy discharging from their auras, and each aura melded with the one next to it. A chain of energy was made, all of it leading right back to its originator.

A magic circle appeared before Scootaloo, the lightning bolt symbol was at its center, four other symbols, each housed in a smaller circle, appeared around the insignia in the shape of a diamond. Runic symbols littered the circle’s layers, spinning around as ancient magical energy was gathered. Particles of blue mana rose from the ground, air, and from the assembled nine. The pet’s each released a lightning bolt that directed itself straight to Shazam’s horn, acting like a lightning rod to collect the power.

Celestia, Luna, and Twilight could sense the buildup of magical power, they quickly joined the rest of their friends and threw up a barrier to protect them from what was coming. The stallion was nearly on top of them, but at that moment, Scootaloo’s eyes opened and shined with a brilliant white light.

THE THUNDERER!!!

 

Shazam’s horn fired the combined power of the lightning bolts straight towards the center of the circle. When it hit, the other side of the circle shined with a brilliant light that blanketed the entire area. The stallion tried to push through the light, but it was too strong, overwhelming, as if the wrathful forces of the divine were trying to smite him then and there. The red mana was stripped away from him, his horn cracked and shattered, and lastly, the stallion’s body was then buffeted by a great force that burned upon his skin. Azure flames ignited all over his body, and within a fraction of a second, his entire form was destroyed.

When the light faded, so too did the barriers protecting the others. When they looked upon the damage that Shazam’s attack had done, they were surprised to see that, despite the power of that spell, everything was still standing. Yet the Kingdom agent was obliterated, and the magic circle was still there. After a few seconds the circle faded away, and the light that shone from Shazam’s eyes did as well. The Champion of Magic, to the shock of all, stumbled forward and collapsed onto the ground.

“SHAZAM!” Twilight, Rainbow, and the Crusaders called out in fright.

Thunder echoed overhead, rumbling through the skies, and in that instant a massive bolt of lightning shot down from the cloudless sky, engulfing Shazam and the pets all at once. When the lightning ended, both Shazam and the pets were gone.