• Published 19th Jan 2014
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Sonic and Shadow in Equestria 2 The Return of Mephiles The Dark - Will Atkinson

It's been two years since Sonic and Shadow have been to Equestria and now they are on their way back to see their new friends but an old enamy awaits their return

  • ...

The Return Of Mephiles The Dark

Sonic and Shadow in Equestria 2 The Return of Mephiles The Dark
By Will Atkinson

Chapter 1

(Intro starts to play)

(Intro ends and What I'm made of from Sonic Heroes play's)


"Well then, let's see what you can do." Said Shadic.

"HAHAHAHAHAHAHAHA!!!!" laughed Discord.

"Hey what's so funny Discord?" Asked Shadic

"HA YOU SHADIC." Said Discord


“Pfft, bring it on, Discord." Said Shadic.

“Ok then, you asked for it, JUST TRY TO STOP THIS." Said Discord.


"CHAOS BEAM, FIRE!!!” Shadic screamed as he countered the attack.

As the two attacks collided with each other, both Shadic and Discord back in recoil.


Just then, Discord used the gem of power at it’s full power, and his dragon fire drew near to Shadic.

"Oh no, Shadic's losing!” Said Twilight, aghast.

“Oh, what are we gonna do, what are we gonna do, WHAT ARE WE GOING TO DO?!?!?” shouted Pinkie.

"I think my sister and i have an idea." said Celestia.

“And what would that be?” Asked Rarity.

“Well, what if you girls use the elements of harmony on Shadic? Asked Luna.

"What if the elements of harmony turn Shadic to stone?" Asked Fluttershy.

"They won’t, the elements of harmony only destroy evil!”

"Ok everypony, take your positions." Said Twilight.

When they got to position, Discord saw what they were doing and laughed.


Twilight spoke up. "Who said we were going to use the elements you?”

“WHA- WHAT DO YOU MEAN? Asked Discord.

"You'll see soon enough, you dirty rat!” Said Applejack.

“Now!” Said Twilight.

The elements began to glow bright as the power of the elements shot into Shadic.


Discord quickly looked at Shadic, and saw that he was getting stronger because of the elements of harmony.

“OH, NO." Said Discord.

"Now Discord, feel my power!!!” said Shadic.

Then a huge jolt of energy shot forth from Shadic and, much to Discord's dismay, Shadic’s attack was stronger then his own.

"NO, NO!!!!" Said Discord.


"I told you… I'm Shadic, SHADIC THE HEDGEHOG!!!!"

"I CAN'T LOOSE, I JUST CAN'T." Said Discord.

He tried everything to gain more power from the gem of power, but to no avail.


Suddenly, Shadic let out all of his power out and Discord was engulfed in the beam of light.

"NO, NO, NO, NOOOOOO!!!!” Said Discord, as he disappeared into nothingness.

As for the gem of power, it shattered into millions of tiny pieces.

(Music ends.)

"Shadic did it! Discord's gone!!!!" Said Rarity.

"Way to go, Shadic!!!!" Said Twilight.

"Ohmigosh, I can't believe it he did it, he did it!!!!" Said Pinkie pie.

Then they saw Sonic and Shadow coming towards them. "SONIC YOU DID IT, YOU DID IT!!!!" Said Rainbow Dash.

"Yes Rainbow." Said Sonic hugging her.

"Now it's finally all over."

"Yes it is, and we are so proud of you both." Said Celestia.

"Thank you, your majesty." Said Shadow.

"I'm guessing you two have to leave now?" Asked Luna.

“Yes, I'm afraid so." Said Sonic.

The Two alicorns nodded and began to power up their horns.

(Worth a chance from Sonic and the Secret Rings plays)

"Well I guess this is it, huh guys?" Asked Fluttershy

"Yes it is, Fluttershy." Said Shadow.

“Well, goodbye everypony." Said Sonic.

The ponies all walked up towards Sonic and Shadow.

"We will miss you, pardners, and when y’all come back, you two need to try some of my apples." said Applejack.

“Ok, we will, Applejack." Said Sonic.

"Come back and see us soon, darlings." Said Rarity.

"You got it, Rarity." Said Shadow.

“Yeah, you need to come back, because I didn't get to throw you a welcome party, so when you two do come back I'll throw a welcome-back party!!!!" Said Pinkie.

“Ha, don't worry Pinkie. We'll be back, so get ready to throw that welcome back party!” Said Sonic.

"Oh man, I'm going to miss you guys." Said Spike

"And we will miss you too, Spike." Said Shadow.

"Thank you for taking care of Discord." Said Twilight.

"No problem, Twilight." Said Sonic.

Just then the portal to Mobius appeared, and Sonic and Shadow were ready to go home.

“Hey, wait a minute, where’s Rainbow Dash?" Asked Sonic.

"I don't know. She was just here." Said Twilight.

"I'll go and find her." said Sonic.

“Why, Sonic?" Asked Shadow.

“Because, Shadow, I don't want to leave without saying goodbye to her." Said Sonic.

"I understand." Said Shadow.

In a flash Sonic raced off to find Rainbow. Meanwhile Rainbow Dash was at the entrance to the everfree forest crying hard because Sonic was leaving and she didn't want him to go she felt that her heart was starting to break by the thought of never seeing Sonic again.

"Hey Dash." Said a voice.

Rainbow turned around and saw Sonic standing there behind her.

"OH SONIC!!!!" Rainbow Dash said.

"Rainbow what are you whoa."

Before Sonic could say anything else Dash knocked him down and started to cry uncontrollably on his shoulder.


Sonic looked at Dash and whispered into her ear.

"It's ok Dash just let it out, that is it just let it all out." He Said.

A few minutes had passed and Sonic decided that Rainbow had cried enough.

"Uh Rainbow could you get off of me please?" He asked.

"Oh sorry Sonic." Said Dash calming down a bit.

"Um Sonic do....do you really have to leave?" She asked

"Yes Dash I'm sorry but I have to." Said Sonic.

"But you will come back to me right Sonic?" Asked Dash

"Of course I will Dash you think I won't after that great race that we did yesterday huh?" asked Sonic.

Rainbow smiled and then she went up and kissed Sonic.

Later that day Sonic and Shadow were ready to go home. "Goodbye you two." Said Celestia.

"Yes goodbye and good luck you two." Said Luna.

Sonic and Shadow both nodded and then they both stepped into the portal. Before the portal closed Sonic and Shadow waved goodbye to their new friends.

"Goodbye Sonic my love I'll never forget you and someday we will see each other again I love you." Said Dash as she saw the portal disappear.

(Song ends. Equestria two years later.)

It has been two long years since Sonic and Shadow defeated Discord and brought peace back to Equestria or so they thought because deep in outer space a black cloud was descending to the planet. Meanwhile on Equestria two of the royal guards were in the royal gardens in Canterlot when they saw the mysterious black cloud in the sky.

"Hey Sky Cloud what is that?" Asked the white unicorn with a red and green striped mane and tail.

"I don't know Whirlwind but let's go and find out." Said the bright yellow earth pony with a white mane and tail.

As they headed toward where the black cloud was landing it was starting to transform. When the two guards got to the place where the cloud came down they saw a hedgehog standing there it was a dark gray hedgehog with light gray lines on it's fur.

(Mephiles The Dark theme starts to play)

"Hey who are you?!" Asked Sky Cloud.

Just then the hedgehog released some kind of black smoke out of it's hands and it engulfed the two guards before they could react.

"HAHAHAHAHAHA oh how great it is to be back from the dead now these two will tell me where I'm at, and tell me who's in charge around here.

As the smoke started to disappear the guards where revealed only this time their eyes were gray. Then they kneeled down and said in a demonic voice.

"Yes Lord Mephiles we're at your command."

"Good, now tell me my servants where am I and who is in charge around here?" He asked.

"You're in Canterlot my Lord one of the famous cities in Equestria." Said Whirlwind.

"Ah I see and who is in charge?"

"That my Lord is Princess Celestia and her sister Princess Luna." Said Sky Cloud.

"I see please take me to see Princess Celestia and Princess Luna." Said Mephiles.

The guards just bowed and then they started to take Mephiles to the princesses.

("This place will be perfect to rule over and soon I will get my revenge on Sonic and Shadow the hedgehog.") Mephiles said to himself.

(music ends and Beanbean Castle music from Mario & Luigi: Superstar Saga stats to play)

In the castle Celestia and Luna where talking to now new princess of Equestria Twilight Sparkle and her friends about this years Galloping Gala.

"So does anypony have a good idea for the Grand Galloping Gala this year?" Asked Celestia.

"Well we can bring Sonic and Shadow from their world for the show." Requested Rainbow.

"You know what that's not a bad idea Rainbow good thinking." Said Luna.

"Yeah and not only that but you can ask Sonic to be your date for the Gala." Said Pinkie Pie.

As soon as Pinkie pie said that Rainbow went into a deep shade of red, just then there was a knock on the door.

"Yes come in." Said Celestia.

As the door opened there stood Sky Cloud and Whirlwind.

"Uh begging you majesties pardon but you have a visitor." Said Sky Cloud.

"A Visitor? Well send him in." Said Luna.

As they moved out of the way there stood Mephiles disguised as Shadow because when they were heading to the castle the guards told Memphis what happen two years ago.

"Oh Shadow it's great to see you again after so long." Said Celestia.

"And it's good to see you again too Princess." Said Mephiles in Shadow's voice.

"Hey if your here then where is Sonic?" Asked Rainbow.

"Oh he is still on Mobius but he said he will be coming soon."

"Oh ok well when you go back can you tell him about are party?" Asked Rarity.

Just then Mephiles laughed in his normal voice.

(Music stops)

"HAHAHAHA!!" Well actually I have a confession to make."

All of the ponies looked at each other and then back at Mephiles.

"Wha....what do you mean Shadow?" Asked Fluttershy nervously.

"That's my confession my name is not Shadow it's Mephiles, Mephiles The Dark HAHAHAHAHAHA!!!!

(Danger! from Mario & Luigi: Superstar Saga starts to play)

Just then Mephiles clapped his hands and thick black smoke started to engulf him.

"Wha....what's happening?" Asked Fluttershy.

"I don't know but be ready everypony." Said Twilight.

As the smoke cleared they saw Mephiles in his original form.

"So this is your true form Mephiles?" Asked Celestia

"Yes princess it is and it feels so good to be here and also I can be your new king."

"That ain't gonna happen Mephiles." Said Luna.

"Right sister guards capture the intruder." Celestia shouted.

But the guards didn't move then Mephiles spoke up.

"Guards leave us."

And with that the guards bowed low and left, much to the dismay of the princesses and the ponies.

"Wha....what did you do to my guards." Celestia demanded.

"Oh I just turned them into my personal slaves just like I'm going to do with all of the ponies in Equestria HAHAHAHAHAHA!!!!"

Then Mephiles turned to the other ponies.

"And the guards told me everything about you six as well even you Twilight Sparkle."

Twilight slowly backed up behind Celestia.

"They also told me that you have a daughter named Nyx, am I right Twilight?"

After hearing her daughter's name she stared at Mephiles in rage.

"If you go anywhere near my daughter Mephiles I swear I'll kill you."

After hearing that Mephiles just laughed.

"Well then let's make sure you don't get that chance."

With that Mephiles snapped his fingers and Twilight and the Princesses disappeared leavening Applejack, Rainbow Dash, Pinkie Pie, Rarity, and Fluttershy in the room with him.

"Hey what did you do to the princesses and to Twilight?" Asked Rarity.

"Don't worry about them they are just in the dungeon until then let's get the real party started." Mephiles snickered.

"Wha....what do you m....mean by th....that?" Asked Fluttershy nervously.

"Well my dear Fluttershy let me show you what I mean." He said.

And with a snap of his fingers Fluttershy was engulfed in black smoke.

"FLUTTERSHY!!!!" Rainbow Dash screamed.

"What are you doing to her you big meanie?" Said Pinkie Pie.

"Oh don't worry about your friend I'm just changing her into something more impressive."

Just as soon Mephiles said that the smoke cleared and there stood Fluttershy only this time Fluttershy looked nothing like herself. Instead of her yellow color fur she was pale with a red mane and tail, also her eyes were like pinpricks and one eye was blue while the other eye was red with a red scar above it. She even had a red and white stripe top hat on her and her cutie mark had bloodstained butterflies with speakers on them. Rarity slowly approached Fluttershy and put a hoof on her.

"F....Fluttershy darling are, are you o....ok? She asked nervously.

Fluttershy then spun around and in a demonic voice she said.


Just then Fluttershout opened her mouth and screamed, a scream so loud that it made all of the windows of the castle to break and to have everypony including Mephiles to cover their ears. Just as Fluttershout stopped everypony and Mephiles uncovered their ears.

"Perfect I love it." Said Mephiles with a smug grin on his face.

Rainbow Dash and the other ponies could not believe what Mephiles did this to Fluttershy, but Mephiles was not done yet.

"Now witness as I transform all of you into my very own army HAHAHAHAHA!!!!"

And with that Mephiles raised his hands and more of that black smoke came out and covered Rainbow Dash, Rarity, Applejack, and Pinkie Pie.

"Now Fluttershout witness the birth of your new friends." Said Mephiles as he walked up to the smoke that was covering Rainbow Dash.

"First meet the one, the only Rainbine." He said.

Just then the smoke cleared to reveal Rainbow Dash but this time instead of her rainbow colored mane and tail her mane and tail now looked like it lost a little bit of it's color, on her right hoof she had some kind of gun on it, she was now a grayish blue instead of her original blue color, and as for her cutie mark instead of her white cloud with the red, yellow, and blue lighting bolt it was now a gray cloud with a black, green, and gray lighting bolt.

"So how do you feel Rainbine?" Asked Mephiles.

Rainbine opened her eyes that were now pinpricks just like Fluttershout's and in a robot like voice she said.

"I'm Primed, locked, loaded, and ready to go."

"Nice now lets take a look at Rarity or should I say Rarifruit." Mephiles said looking at the smoke beside Rainbine.

As the smoke cleared Rarity was shown only this time without her blue mane and tail they were now pink with red lines, she had like a purple navy hat on, and her cutie mark was a purple apple with three diamonds on it.

"Ah Rarifruit welcome to my army."

"Thank you King Mephiles, I am here to serve you and only you." Said Rarifruit in a demonic voice almost just like Fluttershout's voice.

"Good now let's take a look at Pinkie Pie or should I say Pinkis Cupcake."

Just like before the smoke cleared to reveal Pinkie Pie, only this time she was a pinkish red, with her mane and tail a crimson red, and her cutie mark instead of three party balloons they were three cupcakes with blood red icing on top of them.

"Good you have awaken Pinkis Cupcake." Said Mephiles putting a hand on her shoulder.

"Yes my King now I'm ready to turn somepony into a cupcake." Pinkis Cupcake said in a deep crazy demonic voice.

Mephiles smiled and patted her head.

"All in good time my dear, all in good time." He said.

Then Mephiles turned and noticed the smoke that was covering Applejack was starting to clear.

"Ah I see that Applepills is about to awake." He said walking toward the smoke.

As it cleared up to reveal Applejack only this time she didn't have her hat, her straw like mane and tail were now a black color, her orange color fur was now like a darkish orange, and her cutie mark was three pills with two apples on each one of them.

"So Applepills how do you feel?" Asked Mephiles with venom dripping down his teeth.

"Hehehe I feel, I feel. Hehehe I feel so alive, pills." She said in an insane country accent.

Mephiles looked at the five ponies and laughed.

"HAHAHAHAHA excellent now you five need a new name."

Mephiles thought long and hard until he came up with something.

"Ah I've got it since you were the elements of harmony what about we call you five the elements of insanity?"

The five ponies looked at each other and smiled.

"We like it." They said together.

Mephiles smiled evilly and then he turned to the big royal doors.

"Good now let's do the same to all of the ponies in Equestria."

Then Mephiles walked out of the castle and on to the balcony and then he said.

"Prepare for the days of evil Equestria for I Mephiles the Dark is now your new ruler."

And with that he raised his hands up and more of that dark smoke came out of his hands and the smoke started to cover the castle and started to move all across Equestria.

(Music ends.)

Meanwhile on the planet Mobius Sonic the hedgehog and Shadow the hedgehog along with their friends Miles Tails Powers the Fox, Amy Rose, and Knuckles the Echidna were getting ready to go to Equestria in a portal that Tails made after Sonic and Shadow told them all about the planet and it inhabitance.

"Man I can't believe that you made a portal to Equestria in just two years Tails old buddy." Said Sonic.

"Oh shucks it was nothing I mean if it wasn't for that rainbow color hair I found on you I would have never made it." Said the yellow Fox happily.

"Yea and the way you said about there being talking ponies and being princesses there then I want to go there to see them for myself." Said Knuckles.

Then Amy spoke up.

"And I want to go because it sounds like a great place for you and I to spend some time together Sonic." She said hugging him.

Sonic just looked at her and sighed.

"Well come on guys let's go." Shadow said impatiently.

"Alright now everybody gather round the portal and hold hands." Said Tails.

So everyone gathered around the portal and held hands, just then Tails pushed a button on his wrist watch. As he did so the portal started to glow and quickly he held on to Sonic's hand and then they were whisked away to Equestria. It was not long until Sonic, Shadow and their friends appeared at the entrance to Ponyville Tails, Amy, and Knuckles looked around in awe.

"Wow so this is Ponyville one of the cities of Equestria?" Asked Tails.

"Yes it is Tails. Said Sonic with a smile on his face.

"It's beautiful." Said Amy.

"Well come on guys we can't wait for you three to meet Twilight and the others." Said Sonic

"Yea let's go." Said Knuckles.

And they set off to Twilight's tree house, as they were walking to Twilight's house they saw that the place was deserted.

"Hey guys?" Asked Amy.

"Yes what is it Amy?" Asked Sonic.

"Um is this place supposed to be deserted like this?"

"No it shouldn't be something most be wrong. Come on guys let's hurry to Twilight's tree house maybe she knows what's going on."

It wasn't long before Sonic, Shadow and their friends got to Twilight's tree house.

"Man this is weird where is everypony?" Shadow asked.

"I don't know Shadow but we're going to find out." Said Sonic.

Sonic came up to Twilight's door and knocked but after a few minutes no one came to the door, Sonic knocked again but still nothing.

"Maybe she's not in." Said Knuckles.

Then Tails looked in the window and said.

"Hey guys I think there's someone in there."

"Well who is it Tails?" Asked Amy.

"It looks like a dragon hiding under the table."

"That must be Spike Twilight's assistant." Said Shadow.

So Sonic knocked again but this time he said.

"Spike, Spike are you in there it's us Sonic and Shadow and we brought along our friends."

Just then they heard the baby dragon.

"Sonic, Shadow is it really you two out there?"

"Yes Spike it's us please let us in."

Just then they heard Spikes feet on the wooden floor and then they heard the door opening and there was the little baby dragon.

"Sonic, Shadow thank goodness your here. He said.

Sonic and Shadow were confused.

"What? What's wrong Spike? Asked Shadow.

Before Spike could explain Sonic, Shadow, and their friends heard somepony up stairs ask in a little voice.

"Spike who is it?"

"Whose that?" Asked Tails.

"Oh that's just my niece Nyx." Said Spike.

As soon as Spike said this Sonic and Shadow's eye's went wide.

"YOUR NIECE!!" They said together.

Spike laughed.

"Yes and she is also Twilight's daughter."

This time Sonic and Shadow's mouth's went wide until they hit the floor. Just then the door up stairs opened and as Sonic, Shadow and their friends looked a black alicorn with a long rich purple mane, and dagger shaped eyes came down and smiled at them.

"Hi my name is Nyx, who are you folks?"

Sonic, Shadow and the others looked at the young filly and smiled.

"My name is Sonic, Sonic the hedgehog."

"My name is Shadow, Shadow the hedgehog."

"My name is Miles Tails Powers but you can call me Tails."

"I'm Amy Rose."

"And my name is Knuckles the Echidna."

"It's nice to meet you all." Said Nyx.

"Anyway Spike can you tell us what is going on?" Asked Sonic.

"Well when Twilight or should I say Princess Twilight."

Just then Sonic and Shadow shouted.


"Look I promise that me and the ponies will tell you everything but right now we're in trouble Sonic and we need you, Shadow and your friends help."

"Ok Spike so tell us what in the world is going on?" Asked Shadow.

"Well me and Nyx were in the library cleaning until we saw this strange cloud."

Sonic, Shadow and the others were confused.

"Uh what strange cloud?" Asked Knuckles.

"Well it was like dark and pinkish like." Said Nyx.

"Yeah and then everypony started to act strange." Said Spike.

"Started to act strange like what?" Asked Tails.

"Well after the cloud went over our pony friends their eyes turns like green dragon like eyes." Nyx said.

After Nyx said about the ponies in Ponyville having dragon like eyes that made Sonic, Shadow and their friends nervous and Spike and Nyx saw this.

"Uh guys are you ok?" They asked.

Sonic looked at Shadow and said.

"Shadow we have to tell them that we think who could be behind this diabolical thing."

Shadow nodded and said.

"Your right Sonic they have a right to know."

"We agree as well." Said Amy, Tails, and Knuckles together.

"Uh what are you guys talking about?" Asked Spike.

Sonic sighed and said.

"Well you see you two about nine years ago we had a run in with an evil monster of a hedgehog named Mephiles The Dark."

"Mephiles The Dark who's that?" Asked Nyx.

That's when Shadow spoke up.

"Well you see Nyx, Mephiles The Dark is a evil hedgehog who was created by my own shadow."

Nyx and Spike were terrified.

"By your shadow how did that happen?" They asked together.

"Well to make a long story short while me and a friend of mine named Rouge The Bat were fighting a man named Dr. Eggman she was hit by one of his robots and made a staff called the Scepter Of Darkness to brake then a black and pinkish like cloud come and landed right next to me before I knew it my shadow transformed into Mephiles."

Just then they heard a knocking at the door.

"Whose that?" Asked Amy.

"I don't know but something tells me it's not good." Said Knuckles.

Then Sonic turned to Nyx and Spike.

"You two hide under the table and we will see who it is."

"Ok Mr. Sonic." Said Nyx.

As Nyx and Spike hid under the table Tails went to the door and opened it there on the other side was a pink pony with a white and light pink mane and tail and her cutie mark was three flowers.

"Who are you?" Asked Tails.

The pink earth pony smiled and said.

"Hi I'm Ms. Cheerilee Nyx's teacher."

Just then Sonic came to the door.

"Oh hello there my name is Sonic."

"Ah so your Sonic the one who destroyed Discord?"

"Yep that's me."

Just then Shadow came up and hit Sonic in the head.

"OUCH!! Shadow why did you do that?!"

"Sonic you know as well as I do if you and I didn't join together and formed Shadic we wouldn't have beaten Discord."

"Oh yeah you're right Shadow."

Then Sonic turned back to Ms. Cheerilee.

"So Ms. Cheerilee what brings you here?"

"Oh well I'm here to take Nyx to school."

Just then Nyx came out underneath the table.

"Don't listen to her Sonic me and Spike saw her get possessed by that dark and pinkish cloud." Said Nyx.

Sonic and Tails then looked back at Ms. Cheerilee and what they saw next made them jump back.

(Cackletta's Theme Remix from Mario and Luigi super saga stats to play)

Ms. Cheerilee started to laugh in Mephiles' voice.

"Very good little pony I'm flattered."

"What do you want Mephiles?" Said Shadow.

"You know what I want, I want revenge now give me that filly right now."

As soon as the Mephiles possessed Ms. Cheerilee said that Sonic, Shadow and their friends went right between her and Nyx in fighting position.

"If you want her you'll have to go through us to do it." Said Knuckles banging his fist's together.

(Music ends and Are you ready from the Mighty Morphin Power Rangers Movie starts to play)

Then suddenly more ponies under Mephiles' control started to appear in black pinkish smoke.

"If that's the way you want it fine I'll just take her from you all, go get them my ponies." Said the Mephiles possessed Ms. Cheerilee.

"Alright guys lets do this and remember we've got to keep him away from Nyx." Said Sonic.

"RIGHT." Said all of Sonic's friends together as they charged at the Mephiles possessed ponies."

As Sonic and his friends charged at the possessed ponies Ms. Cheerilee then pointed her hoof out and they charge at Sonic and his friends.

"Alright guys spread out now." Said Shadow.

"You got it Shadow." They all said together.

As they split up Knuckles stopped and put on metal knucks on his knuckles.

"Alright you Mephiles puppets let's do this." He said as he charged at the ten possessed ponies in front of him.

While Knuckles was fighting the first ten of the possessed ponies Sonic and the others fought against the rest of the sixty possessed ponies.

"Alright I think it's time that I punch your possessed butts in. Said Shadow as he jumped up in the air.

"CHAOS SPEAR!!!!" He shouted then spear's of energy appeared and started to fall toward the possessed ponies and they made contact.

"Way to go Shadow now watch this." Said Sonic as he ran right at the other ten possessed ponies, then he started to go around in circles until a blue tornado formed and engulfed them and spun them around, and around until Sonic stopped and the tornado vanished and dropped the stunned ponies the Sonic ran up to them and mowed them down.

"Ha and that's how we do things around here." He said making Shadow roll his eyes.

Meanwhile Amy and Tails were cornered by the last twenty possessed ponies.

"Give up now, you can't escape from me." Said one of them in Mephiles' voice.

"We are not going to give up you insane hedgehog." Said Amy.

Just then a hammer appeared in Amy's hand and then she jumped in the air and with all her might she hit the ground with the hammer so hard that it made an earthquake. As the ponies were stunned Tails pulled out his cannon blaster and fired at them making the blast hit it's target.

"Nice job Tails." Said Amy.

"Thanks to you Amy."

Then they saw Knuckles having trouble with the last of the Mephiles possessed ponies.

"Oh no come on Amy, Knuckles needs our help." Said Tails.

Amy looked at her friend and nodded.

"Alright Tails let's go and help him."

And with that they set off to help Knuckles. The Mephiles possessed ponies walked toward Knuckles who was struggling to get up.

"HAHAHAHAHAHAHA!!!! Poor Knuckles it looks like your done now." Laugh the mare Mephiles pony.

But before they could finish off Knuckles, Tails and Amy appeared and knocked the possessed ponies off their hooves.

"Knuckles are you alright?" Asked Amy.

Knuckles got back to his feet and nodded.

"Yeah I'm ok but now it's time to end this fight." He said.

Then he put his metaled knuckles on the ground and started to dig under ground. Then before the possessed ponies could react Knuckles burst out of the hole and knocked out every last one of them out.

"Now that is how you get things done." He said hitting his knuckles together.

(song ends)

As Sonic and his friends looked around they saw that they won the battle against the Mephiles possesssed ponies. then Sonic looked up to the sky and shouted.

"Alright Mephiles you had your fun now release the ponies from your power and leave Equestria for good!"

But all Sonic and his friends heard was Mephiles laughing.

"HAHAHAHAHAHAHAHAHA you all think that this is over?! HA not by a long shot because tomorrow you all will have to face my top five minions in a fight and the first minion you will have to face will be waiting for you at a place called Carousel Boutique and if you can beat that minion there then the next minion you will have to face will be waiting to fight you at a place called Surgarcube Corner, then if you can beat that minion then the next minion you will have to face will be waiting for you at a place called Sweet Apple Acers, then if you can beat that minion then the next minion you will have to face will be waiting for you at a cottage just at the entrance of the forest called the everfree forest, then if you beat that minion then you will have to face my final minion at a place called Cloudsdale, and finally if you beat all of my minions then you get to face me and if you win then everypony will be freed from my power."

After that all of the possessed ponies disappeared.

"What are those places that Mephiles spoke of?" Asked Amy.

"We know." Said Spike and Nyx who came out from under the table of the library.

"Well then come on you two tell us." Said Tails.

"Well." Said Spike. "The Carousel Boutique belongs to Rarity, Surgarcube Corner is the home of Pinkie Pie, Sweet Apple Acers belongs to Applejack, The cottage near the everfree forest belongs to Fluttershy, and Cloudsdale is the home of......"

Spike was about to finished until Sonic interrupted him.

"Don't tell me Spike. Rainbow Dash?" He asked.

Spike just nodded that made Sonic turn pale.

"Um if I may ask who are these ponies?" Asked Knuckles.

"They're are the five of the six Elements of Harmony the ones we told you guys about." Said Shadow.

"That reminds me what about my mom?" Asked Nyx.

"She's probably being held captive with the princesses at the castle." Said Sonic.

"Oh Sonic what are we going to do?" Asked Amy.

"We are going to get a goodnights rest and then we are going to save the Elements of Harmony."

"Yeah let's do it." They all said together.

As they all went back in the library for a goodnights rest Sonic stopped and looked back up to the sky.

("Don't worry Rainbow I'm coming and I will free you from Mephiles' control.") He said to himself.

Then he turned again and went inside the library.

(Bowser's Theme from Mario 64 starts to play.)

Meanwhile back at the palace Mephiles was looking at the sun and noticed that it was not setting.

"Guard's come in here." He said.

Just then two unicorn guard's came in.

"Yes my Lord what do you request of us." Said one with a black mane and tail.

"Why is the sun not setting?" Mephiles asked.

"My Lord Celestia and Luna are the princesses of the day and night. If you want the sun to set and rise you will need Celestia and if you want the moon to rise and set you will need Luna." Said the other unicorn with a red mane and tail.

"Ah I see ok you two may leave me now."

"Yes my Lord." They said together.

As soon as they were gone Mephiles thought to himself.

("I guess I'll bring the princesses back from the dungeon and also I'll bring Twilight back as well so she can see her former friends kill Sonic, Shadow and their friends.")

With that he snapped his fingers and Celestia, Luna, and Twilight appeared at his feet.

"Uh what happened?" Asked Celestia.

"The last thing I remember is...."

Luna was about to answer her sister when chains appeared on their hooves and a magical aura surrounded their horns.

"Hey what is this?" Asked Celestia.

"SILENCE!!" Said Mephiles behind them.

"You." Said Luna.

"Yes me Princess."

"What do you want with us?" Luna Asked.

"It's very simple my dear."

"You see I would like to have my beauty sleep but I can't since the sun is still up so I was wondering if you princesses of the day and the night would be so kind is to set the sun and raise the moon so I can sleep."

Celestia and Luna looked outside and sure enough it was time for the sun to set and time for the moon to rise. But just as Celestia and Luna were getting ready to set the sun and raise the moon they noticed a black aura surrounding their horns.

"Uh what about this thing on our horns?" Celestia asked.

"Don't worry princess that magical aura does not affect your ability to raise or lower the moon it's just there so you and your sister don't escape." Said Mephiles as Celestia set the sun and Luna raised the moon.

Just then he saw Twilight starting to wake up.

"Oh it looks like Princess Twilight is starting to wake up." He said.

"Oh my head." Said Twilight as she struggled to get up.

Just then Mephiles snapped his fingers and Twilight vanished and reappeared in a magical cage.

"Hey what is this, let me out of here." Demanded Twilight.

"Sorry my dear but the only way you will be free is if Sonic and Shadow comes to stop me." Said Mephiles who approached the cage."

"Sonic and Shadow are here?" Asked Luna.

"Yes they are along with their friends as well." He said.

"What about my friends? Where are they?" Asked Twilight.

"They are alright they are just under my control." Said Mephiles.


"Yes that's right my dear Twilight I turned them into my personal minions and they are getting ready to fight Sonic, Shadow and their friends tomorrow." He gloated as he started to leave to turn in for the night.


"Oh but I already have my dear Celestia and there's nothing you, your sister, and Twilight can do to stop me. HAHAHAHAHAHAHAHAHAHA!!!!"

And with that he disappeared into the night leaving the three princesses alone in the now dark throne room.

(Music ends.)