• Published 2nd Dec 2013
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Adventures on the Friendship Express - GreenS21

Spin-off story to "Sonic Generations: Friendship is Timeless", taking place during the train ride to Canterlot.

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The Alpha and the Omega Pt. I - Station Square (b)

Tails hovered just above the ground with his spinning tails, his eyes focused on his radar as Shining and the girls followed behind him. Their search for Fluttershy was taking them further into the waterlogged ruins of Station Square, the city’s silence aside from the sounds of the water making them all nervous. Tails had managed to make the necessary adjustments to his radar to track Fluttershy’s trail, everyone using the pieces of road and bits of rubble to follow after her.

After a minute, Tails stopped spinning his tails and landed on the piece of rubble they were currently on, still looking down at his radar. Everypony looked at him as he started fiddling with his radar in silence. They were all silent for a few moments before Rainbow asked, “You good over there, Tails?”

The fox remained silent, still messing with his device. “Tails?” Applejack asked a little loudly.

After a moment, Tails sighed and shook his head, “That’s it. I can’t narrow it down any further. It’s gone cold.”

Shining asked, “What do you mean by that?”

Tails turned to look at him as he explained, “I’m not picking up the trail any more. It might still be there, but at this point, it’s probably so minute that I can’t hone in on it anymore.” He let his arms drop to his sides as he looked up and to the left, saying, “Still, we’ve come this far. We must be getting close.”

Shining sighed and glanced around, noticing the large buildings nearby. “Okay, I guess we’re going to have to move a little slower in that case. We’ll have to search every potential spot carefully for anything that could give us a clue to her whereabouts. Let’s fan out and search these buildings to start. If anyone finds anything, just yell.” After a moment, they all broke off and began searching, Applejack and Rarity sticking with Tails while Twilight went with Shining. Rainbow and Pinkie didn’t necessarily go off together, but they both searched relatively close to each other.

Despite the tension in the air around all of them, the group tried to push it out of their minds for the time being, since they knew what was on Fluttershy’s mind had to be serious for her to run away at a time like this. Shining tried to avoid looking at Twilight as they searched the lower levels of one of the nearby buildings and Rarity and Applejack tried not to talk much as Tails carried them up to the upper levels with him.

Rainbow and Pinkie Pie had relatively little trouble in keeping their minds off of what might’ve been discussed on the train as they searched. Rainbow was quickly scouting several of the buildings thanks to her speed while Pinkie was taking her time, using suction cups on her hooves to scale up the side of one building. Rainbow saw her doing this as she finished searching one of the buildings and flew over to her, saying, “You’re going to take forever doing in that way, Pinkie. I’ll be done searching the rest of these buildings for Fluttershy by the time you’re done climbing.”

Pinkie gave the cyan pegasus an unamused look, “Well, duh, of course you will! And you probably won’t find her ‘cause she’ll hear you coming and get spooked! You need to approach these things more carefully, Rainbow. That’s why I’m doing it this way.”

Rainbow crossed her forelegs, “Oh, of course. You’ve totally got the right idea with those plungers on your hooves, Pinkie. They’re so quiet that she’ll never hear you coming.”

Pinkie smiled, “That’s right! When I find her, she won’t know I’m there until I’m right next to her, because I am Equestria’s greatest detective!”

Rainbow deadpanned, “No you’re not.” She then flew away to continue searching while Pinkie resumed her climb up the building.

Meanwhile, the others were searching for their missing friend together. Shining and Twilight were checking what was likely a hotel lobby, ruined furniture littering the room along with water seeping in through the floor, forcing the two to watch their step, especially where the floor was weak. Stepping around one of the holes in the floor, Shining put his hoof by his mouth and called, “Fluttershy? Fluttershy!”

Twilight looked around, doing her best to scan with her good eye. “She must be hiding somewhere. Maybe on another floor?” Twilight wondered.

“She could be. Normally, she’d probably stick out, but with as wrecked as this place is, she’s got a lot of potential hiding places to choose from,” Shining said as he looked over at her.

Twilight looked down at a smashed coffee table, the chairs for it nowhere to be seen. “What a mess. I think this certainly makes a case for why chaos isn’t such a wonderful thing,” she sighed.

Shining replied, “Yeah, I would have to agree with you there, Twi- Twilight.”

The lavender unicorn turned to look at him, “Stop doing that, Shining.”

The stallion’s eyes widened and he glanced around nervously as he asked, “Stop doing what?”

Twilight answered, “That stopping yourself thing. Please… stop doing that.”

While they continued to talk, Tails, Rarity, and Applejack were searching through another building. Judging from the scattered desks and walls thrown around the space, it used to be an office building. Small pools of water littered the floor, which had a number of holes most likely due to water damage. While Tails was checking a nearby room, Rarity and Applejack looked around at the destruction caused in such a small space. “Goodness, this is horrible. I suppose we’re very lucky that we haven’t had to see something like this happen in Equestria… yet,” Rarity murmured.

As Tails came out of the room, Applejack nodded, “Yeah. Ah can’t imagine how long it would take to rebuild, both this city and the lives o’ the people who made it through.” She looked at Tails as he rejoined them and asked, “You said the reconstruction is still goin’ on, Tails?”

The fox nodded, “Yeah. They’ve made a lot of progress, but there’s still so much left to do. Last I heard, a number of major city areas have been rebuilt, and I’ve heard people have been returning to the city over time. At the very least, Station Square is beyond the point of being called a,” he held up two fingers on both hands and wagged them, “‘shantytown’, if you know what I mean.”

Before they could say anything, they all suddenly heard Pinkie scream, “I FOUND HER!” The loudness of her scream threw them all off, but once the words registered, they glanced at each other and ran towards the large, broken window they had entered through. On one of the upper levels of a nearby building, Pinkie was running after Fluttershy, the yellow pegasus running away due to being found. Pinkie tried to catch up with her, but the suction cups on her hooves slowed her down and Fluttershy reached an opening in the side of the building before she could catch up. The pink-maned pegasus spread her wings and flew away at a faster speed than she usually did, though Tails, Applejack, and Rarity caught sight of her flying away.

Rainbow Dash flew out of a smaller building next to the tall building, having taken longer than she should have due to knocking things over and crashing in her haste to get outside. As she shook off the throbbing in her head from crashing into a storage locker, she looked around and uttered, “Where…?”

She turned her head when she heard Tails call, “Rainbow Dash!” She saw the fox hovering some distance away above her, his left hand next to his mouth while he pointed behind him with his right hand, “She flew that way!” The rainbow-maned pony immediately shot off at that, flying after her friend while Tails and the others regrouped before following. She could still feel small spikes of pain when she flapped her wings hard, but she pushed the feeling aside to focus on getting Fluttershy back.

After about a minute of flying, Rainbow saw a pink and yellow blur disappear around the side of a moderately large building. Narrowing her eyes, she followed it, seeing it disappear around the side of another building and then cut across to another when it came back around. Rainbow stopped and watched for a moment, trying to figure out what Fluttershy was doing. “She’s trying to throw me off with this flying back and forth thing she’s doing, but if I go straight past these buildings, I should be able to figure out where she’s going next,” she decided after a moment. She then did just that, slowly flying straight instead of trying to follow Fluttershy around the sides of the destroyed buildings, looking for a chance to intercept her.

Just as she was flying past a pair of buildings close together, she heard something to her left and turned to see Fluttershy flying straight at her! She managed to flap her wings to get up out of her path and looked afterwards to see her flying away again. Rainbow narrowed her eyes again and flew after her, this time intending to stay right behind her. She soon caught up and yelled, “Fluttershy, stop it! It’s me, Rainbow Dash! Stop all this flying and let’s talk about this!” Fluttershy glanced back for a brief moment, but quickly faced forward again, flying toward some destroyed buildings and weaving in and around them to try to lose her pursuer.

Rainbow had no difficulty keeping up with her, but as they flew out of the last building, she noticed Fluttershy’s head starting to move up and down and her hooves starting to lower. After years of practicing to get into the Wonderbolts, Rainbow knew that these were signs that her fellow pegasus was starting to get tired from all the maneuvers she was doing. She didn’t have to look down to know that this was a bad place to be getting tired while flying in. There were no clouds to stop on and there weren’t a lot of places to land. If she tired herself out completely, then she would either fall in the water, on a road, or in a building, none of which sounded particularly appealing. Rainbow gritted her teeth, “Okay, I was hoping I wouldn’t have to resort to this, but I need to get her on the ground before she hurts herself.

Rainbow came to a stop in mid-air, allowing Fluttershy to continue flying ahead of her. Thinking that her friend had given up trying to catch her, she slowed down slightly, but Rainbow had other plans. While holding herself in the air, she began flapping her wings as fast as she could, pushing through the pain coming from them as she readied herself. After a few seconds, she pulled her body back and shot straight forward with a burst of speed. She hadn’t gotten anywhere near the power it would take to perform a Sonic Rainboom from a standstill, but what she had gathered was more than enough, as she easily overtook Fluttershy, grabbing her fellow pegasus with her hooves and steering her back towards the city.

The yellow pegasus struggled in her grip, but at the speed they were going, she wasn’t able to get free. Rainbow had a firm grip on her, her hooves close to her friend’s wings to restrict their flapping and she was not about to let go. After a minute, she pushed Fluttershy down towards a building that had one side of its outer structure missing, rubble and pieces from other buildings lying below it on that side. Off in the distance on a stretch of road, Tails and the other ponies saw the rainbow streak she made as she came in for a landing on one of the building’s upper floors, all of them making their way towards it.

Rainbow landed while still flying fast, sliding for a few seconds on the wet floor before coming to a stop, pushing Fluttershy forward all the while. Fluttershy was momentarily stunned by the landing, but once it had worn off, she immediately began struggling again. Rainbow growled and wrapped her forelegs around the pegasus to keep her from running. “Stop trying to run, Fluttershy! I’m your friend, not your enemy!” Rainbow yelled.

“Let me go! I’m too dangerous to be around! I will become your enemy if I don’t stay far away!” Fluttershy cried.

“What?! What are you talking about?” Rainbow asked.

Fluttershy squeezed her eyes shut, trying to remain calm as she spoke, “You saw what happened, didn’t you? What that awful man did to Sonic? It didn’t have to happen… It shouldn’t have happened!”

Rainbow replied, “Well, yeah, I’m not going to argue with you about that, but it did happen, Fluttershy. That doesn’t really explain why you’re doing all this, though. Sonic’s a bit beat up, sure, but he’s fine; didn’t you see him? He’ll recover. So what’s the problem?”

Unfortunately for Rainbow, that last question set Fluttershy off. Her eyes shot wide open for a moment before they narrowed. “You want to know what the problem is?” she asked as she slowly turned her head back, Rainbow picking up on the anger in her voice. Fluttershy glared back at her over her shoulder for a moment before suddenly breaking out of her grip and turning around, screaming, “I’ll tell you what the problem is! The problem is that should NEVER have happened!”

Unsurprisingly, Rainbow flinched at this and stepped back slightly. “Fluttershy, c-calm down,” she stammered.

“No, I will not calm down! This is not okay! Nothing about this is okay…!” Fluttershy yelled. Fresh tears began to run down her cheeks, which were already wet from her crying earlier, “Sonic is hurt right now because of me! I take care of animals, I was chosen by the Element of Kindness, I called myself his friend! Look what kind of friend I turned out to be! I couldn’t even go in and check on him myself like I would for any other animal! I questioned him, I doubted him, and he’s the one who’s paying for it now! And why did it happen! Because I couldn’t be bothered to find out why you both pulled me away from Terios! I should’ve asked, but I didn’t, and now look! He could’ve died because of me! It’s my fault, not his!”

Rainbow held her hooves up nervously, “Okay, Fluttershy, I get it now. Are you done?”

Fluttershy answered, “No! I turned my back on a friend, an animal, something I’ve never done in my right mind since I got my cutie mark! How long will it take for me to turn on you as well?!” Were it not for the blazing anger in the yellow pegasus’ eyes, Rainbow would’ve tried to argue with her, but right now, the anger that she was on the receiving end of had left her with little to say.

A few floors down, Tails and the other ponies had heard nearly everything that had been said. Although they could hear her, not having Fluttershy screaming directly in their faces meant they had a better grasp of their thoughts than Rainbow did at the moment. “Oh my… She’s far worse than we thought,” Rarity breathed.

“‘Worse’? What are ya talkin’ about, Rarity?! Ah don’t know where she got these ideas from, but they ain’t right! She’s beatin’ herself up over nothin’!” Applejack said. She looked at Twilight, “Right, Twilight?”

The lavender unicorn held a hoof to her chin, “Well, uh… I can certainly see where it’s all coming from and why she thinks that, but…”

Applejack held a hoof up to her face and lowered it as she asked, “So you’re sayin’ it’s okay fer her to be spoutin’ this nonsense?!”

Twilight cried, “I didn’t say that, Applejack! I’m just trying to rationalize this! Surely it would be easier to calm her down if we understand where it’s coming from, right?”

Applejack argued, “We don’t need ta understand where it’s comin’ from! It ain’t true! Sonic got hurt, but that’s the only thing she’s right about! He got hurt tryin’ ta help her, but it didn’t happen ‘cause she doubted him!” She looked over at Tails, “Right, Tails?” The two-tailed fox had an uneasy look on his face as he brought a finger up to his chin. He didn’t exactly have a logical argument to refute Fluttershy’s claims at the moment and looked between Shining and Pinkie, both of them also looking uneasy as they tried to come up with something. Applejack glanced up and groaned, shaking her head before saying, “Ya know what? Ah’m gonna fix this right now before she takes off on us again!” She ran over to Twilight and began running her hooves through her saddlebags.

“Hey, Applejack…!” Twilight exclaimed as she was shaken by Applejack’s rummaging. After a few moments, the orange earth pony pulled Fluttershy’s Element of Kindness necklace out.

She held the butterfly-shaped stone up for a moment before saying, “Rainbow Dash needs some help gettin’ Fluttershy ta come to her senses, and since the rest o’ y’all ain’t bein’ any help, Ah’ll do it for ya!” She turned and ran out of the room they were in, finding a staircase in the hallway outside and running up it, only bothering to make sure the stairs would take her up before she started up.

She quickly made it up to the floor and burst in on the two pegasi, finding Rainbow trying to carefully approach Fluttershy as the latter backed away. They turned their heads to look at the earth pony and Rainbow noticed how she locked her gaze on Fluttershy. “Whoa, Applejack, wait! Whatever you’re thinking, don’t do it!” the cyan pegasus said.

Applejack paid no attention to her and stomped over to Fluttershy, saying, “This has gone far enough, Fluttershy!”

The normally shy pegasus glared back at her, “Well, I’m glad somepony agrees with me!”

Applejack got up in front of her and said, “Ah don’t agree with any of anything you said about what happened in that cave! What happened ta Sonic ain’t all yer fault! Now stop spoutin’ all that nonsense!”

Rainbow ran her hooves down her face as she groaned while Fluttershy asked, “Nonsense?! So you’re saying you wouldn’t have cared if he had drowned?”

Applejack replied, “Of course Ah care what happens ta him, but that doesn’t mean Ah blame you fer what happened! Ah know better than ta do that! You’ve made mistakes before, but that’s never changed how Ah feel about you!” She held up the Element of Kindness, “And Ah think this knows to accept that mistakes happen! Why would it have chosen you otherwise?”

Fluttershy didn’t hesitate as she darkly said, “Maybe it was too quick to choose. Maybe it chose wrongly.”

The others got up to the room as Applejack shook her head in frustration. “All right, then, why don’t we let it decide again?” she asked. She got behind Fluttershy and leaned over her back, the pegasus struggling as she tried to clip the necklace on. “If it chose wrong, it should know if it’s not on the right pony, right? So let’s see how it reacts!” Applejack grunted as she tried to bring the two ends together.

Fluttershy stopped for a moment and Applejack thought she had a chance to get it on, but after a moment, Fluttershy spoke, “Get. Off. Of. ME!” On the last word, she spread her wings and threw her head back, hitting Applejack in the face and causing her to stagger back. Before she could recover, Fluttershy whirled around and flew right into her, lifting her hooves off the ground and carrying her with before she slid off and landed on the floor, her hat landing on her nose. Fluttershy kept flying, heading for an open window at the back of the room. Tails, Twilight, Shining, and Rainbow ran after her, but they were too late. By the time they reached the window, Fluttershy had already flown out and there was no sight of her.

“Well, that could’ve gone better,” Shining muttered as they pulled their heads back in.

Everyone turned to look at Applejack, the orange earth pony still lying on the floor, dazed. “Okay, Fluttershy’s Stare was impressive, but that was… that was something else. I guess I can see why she was able to hold Sonic down,” Tails commented.

Twilight glanced at him as Rainbow trotted over to Applejack and murmured, “She really is stronger than she looks. I’ve seen her wrestle bears before.”

Rainbow stood to Applejack’s left and lifted her hat off her nose with a hoof, noticing that she was starting to come to. “Nice going, Applejack. I was trying to calm her down after she stopped yelling, but you had to go and blow it!” Rainbow said.

Applejack glared up at her, “Well, Ah’m glad ya finally learned to slow down when doin’ somethin’ fer a change, Rainbow, but you couldn’t have asked fer help?!”

Rainbow argued, “I didn’t know where you guys were! I had to chase her across this city; if I took my eyes off of her, she would’ve run away again! And what about you?! Why’d you blow your stack all of a sudden?!”

Applejack snatched her hat out of Rainbow’s hoof and stood up, “Because I couldn’t stand to listen ta her beatin’ herself up like that and no one else was bein’ any help!”

Rainbow replied, “Well, so much for your point about asking for help, then! They probably did want to help, but you couldn’t be bothered to listen to them! No one offered a solution that was fast enough for you?!”

Applejack butted her head against Rainbow’s, “In case you forgot, we’re fightin’ the clock here! We got somewhere ta be!”

As the two kept arguing, everyone else stood on the side watching. “Great. Applejack was already riled up, and now she’s getting Rainbow Dash angry too,” Tails said.

Twilight sighed, “Applejack has been known to focus on a problem and try to solve it her own way. Makes what she said earlier to Sonic ring all too clear.”

Shining leaned over and whispered, “If it makes you feel any better, Twilight, I think trying to rationalize Fluttershy’s behavior beforehoof was a smart choice.”

Tails looked at the two bickering ponies for a moment more before glancing around. Suddenly he noticed something. “Hey, where’s the Element of Kindness?” he asked. Twilight and Shining looked at him and then looked around as well, neither of them seeing it either.

Suddenly, a tremor shook the building, bringing an abrupt end to Applejack and Rainbow’s argument. Everyone looked around, Rarity asking, “What was that?!”

Twilight said, “It felt like an earthquake!”

Pinkie exclaimed, “It couldn’t have been an earthquake, Twilight! My Pinkie Sense would’ve warned me!”

Tails looked towards the opening in the side of the building with a nervous expression, “Oh, I think I know what caused that tremor…”

Shining looked at him, “What, Tails?” The fox didn’t answer, instead running over to the opening and putting his right hand on the wall next to him as he looked out. The ponies joined him and looked as well, though none of them were sure what he was looking for.

Suddenly, with a loud, echoing roar, a massive creature burst up into their view off in the distance! Although it seemed to be made of water, parts of it appeared to be solid that looked like scaly skin, especially around the head and along the sides of its body. It looked like a large dragon, even having sharp green teeth and a green tongue in its mouth, along with a few green spikes sticking out of the top of its head and a few watery spikes along its back. It had two ‘arms’ made of water that looked like tentacles stretching up from below, and when it opened its eyes, they were the same color green as its spikes and mouth, and the pupils were narrow slits, giving the eyes an almost reptilian look.

“What is THAT?!” Rarity shrieked.

“That’s…! It’s Perfect Chaos! Where did he come from?!” Twilight exclaimed.

“That doesn’t matter right now, Twilight! What matters is, what are we going to do now?!” Rainbow asked.

Tails spoke, “I think we might have to hold off on finding Fluttershy again until we can find a way to deal with him, or at least lure him away! I don’t think we’ll have much luck locating her if he’s bearing down on us! I mean, as long as everyone’s okay with that.”

Applejack looked over at him, “Ah think you’re right, Tails. Fluttershy’s scared of dragons as it is. That thing’s probably gonna scare her even more.”

Shining spoke, “Okay, let’s go with the idea that we want to try to beat it. How do we beat a creature made of water, Tails?”

The fox pointed at the top of Perfect Chaos’ head, “It might not be easy to see from here, but there’s kind of like a horn on top of his head. The horn itself is made of water, and inside it is Chaos’ brain I guess you could say. It’s the one solid part of him; no matter how many Chaos Emeralds he absorbs, that’s always located around his head. It’s the closest thing he has to a weak spot. Sonic needed to use the Chaos Emeralds’ power to fight Perfect Chaos before, but I think that was mainly because he needed their help to get up to his head. If we can reach and hit it hard enough, we might be able to defeat him without them.”

Rainbow spread her wings, “I can handle that! Just leave it to me!” Before she could take off, though, Chaos’ left eye suddenly stopped on the building where the group was and they all froze. They all had a sinking feeling that he was looking directly at them.

A few seconds later, Chaos bowed his head down and energy began to gather in his mouth. Tails remembered what was going to follow and yelled, “SCATTER!” A moment later, Chaos had finished gathering enough energy and released it as a beam from his mouth, swinging his head up while doing so. Everypony’s eyes widened and they all did as Tails said. Applejack jumped up and let the fox grab her hooves while Pinkie wrapped her forelegs around her hind legs as he flew them both away, Twilight teleported both Shining and Rarity away with her, and Rainbow Dash took off, flying around the beam as it swept up and split the building in two.

Rainbow flew down and landed on part of another building, turning her head up and back as she heard the split building fall apart, the two halves joining the rest of the ruins. Turning her head forward again, she caught her breath and narrowed her eyes. After taking a moment to take her surroundings in, she started flapping her wings again and began flying towards Chaos. She saw him unleash several energy shots from behind him and broke off, following a piece of destroyed road that went between some buildings to avoid being hit.

Chaos could see her when she flew past a gap in the buildings and created more tentacle arms, sending them after her. Rainbow noticed them coming and was reminded of the quarray eels in Ghastly Gorge. She saw the first one moving to intercept her flight path and came to a stop in midair, letting it extend past her before she flew up and over it. Several more tentacles came at her and she skillfully avoided them, no longer stopping for them. The last one nearly struck her in the side and she felt some drops of water splash onto her from behind, but it didn’t hit her.

Flying around the corner at the end, she saw a straight path to Perfect Chaos, also noticing what looked like a swirl of wind surrounding the bottom of his body. She took a moment to reevaluate her attack plan before she began flapping her wings as hard as she could, gaining as much speed as she could as she shot straight at him. When she reached him, instead of crashing into his watery body, she instead broke off to the left and began to ride the wind surrounding him up as she flew in a circle. The last time she flew past his front, she was right under his head and had gotten above him by the time she reached his back. There she got a good look at the ‘horn’ Tails had mentioned and turned to fly straight at it, bringing her hind legs up as she got closer.

As soon as her hooves went through the water and hit the glowing orb underneath, Perfect Chaos swung his head back as he let out a loud shrieking roar. Rainbow hadn’t been prepared for this and was thrown off when he reared back, the roar messing her up further. While she tried to right herself, not far away from Perfect Chaos, Tails, Applejack, and Pinkie Pie had seen what she did from the collapsed building they had landed on. “Sure sounds like that hurt him. He must not be completely invincible ta us. We might be able ta take him!” Applejack said.

“It looks like he threw Rainbow Dash off, though! She might need some help!” Pinkie pointed out.

Tails nodded, “Okay. Let’s see if we can draw his attention away from her and get a hit of our own in.” Pinkie and Applejack nodded, all three of them running down the side of the collapsed building towards Chaos, leaping across pieces of road floating in the water when they reached the bottom and making their way towards a mostly destroyed building to cut through.

As they clambered through the building, they saw through the holes and windows that Chaos was looking for Rainbow Dash. Upon seeing this, Pinkie jumped up and grabbed onto a handle that was hanging in the air, which was attached to a cable that carried her up to the top of the building. Both Tails and Applejack were confused by this, but they guessed she must’ve had something in mind when they saw her waving with a hoof, seemingly gesturing for them to keep going. Deciding to trust that she knew what she was doing, they continued onward, soon making it through the building and once again leaping across pieces of road to get closer to Chaos.

Suddenly, they heard Pinkie’s voice amplified through a megaphone, “HEY, CHAOS!” Tails and Applejack winced at the volume and covered their ears while the water creature turned to look at her at the sound of his name. “I’VE GOT SOMETHING TO SHOW YOU, AND IT’LL BRING YOU HAPPINESS!” Pinkie called. Chaos’ only response was to let out a growl.

Down below, Tails and Applejack were about to start moving again when they noticed the wind surrounding Chaos was starting to move away from him, something new coming from it. “Twisters!” Applejack exclaimed when several blue spinning funnels formed and moved away from Chaos.

Tails began spinning his tails and lifted off, holding his hand out towards Applejack as he said, “Grab on!” The orange earth pony jumped up to him once again, Tails flying away from the twisters once he wrapped both hands around her hoof. “I’ll see if I can get us above them!” he called down to Applejack as he began to ascend.

Pinkie, meanwhile, was dancing on top of the roof as Chaos watched her. She didn’t seem to be doing anything else; she just kept dancing in her usual, unusual way. Suddenly, the God of Destruction saw movement out of the corner of his eye and turned to look, seeing Tails flying up with Applejack. Upon seeing this, Pinkie stopped dancing and pulled out her party cannon, setting up a one second delay before she slapped a hoof down on the button and jumped into the barrel. It fired her straight at Chaos a second later, the extra strength mixture she loaded it up with shooting her all the way at him, crashing through the side of his ‘horn’ and causing him to screech before she made a perfect four point landing on a rooftop.

When Chaos turned to look where she had landed, Applejack said, “That’s our Pinkie!”

Tails began flying towards Chaos as fast as he could, noticing the twisters were starting to lose strength. “Guess it’s our turn now! Make it a one-two, Applejack!” he called, the orange earth pony nodding as she pulled a hoof free and used it to adjust her hat. Once they were close enough, just as Chaos was preparing to fire energy shots at Pinkie, Tails swung Applejack forward and let go, the earth pony flipping over once in the air before she held her hind legs out in front of her. Her hooves went through the watery exterior of the ‘horn’ and hit the glowing orb underneath, Applejack pressing off as hard as she could to jump. She managed to get up in the air before Chaos swung his head back, Tails flying to catch her as he roared in pain.

Twilight, Shining, and Rarity were watching not far away, the three having made their way closer to Chaos while looking for an opportunity to attack as well. “I think we need to buy them some time, get his attention while they slip away,” Shining said after Chaos stopped roaring from the hit.

Twilight noticed that Chaos was looking for Tails and Applejack. “This might be a good chance to get closer,” she suggested. Rarity and Shining nodded and they began making their through the ruined building again. They had to leap to another building to keep going, where they were able to get on the roof of a lower building after using their magic to bring a broken railing inside to help them over the mostly destroyed floor.

Once they got out onto the rooftop, they moved towards Perfect Chaos, stopping one building short of being right next to him. As they looked up at him, they noticed how he was moving his head all around. “How are we going to land a shot on him when he’s moving like that?” Twilight asked.

“I’m thinking, I’m thinking…” Shining muttered. Suddenly, Chaos turned around and noticed them standing there, bringing his tentacles forward to grab them. With so little time to react, Shining was only able to create a weak barrier around the three unicorns, which Chaos’ tentacles easily shattered when they crashed into it. They managed to avoid being grabbed by the tentacles, though, and they looked up to see Perfect Chaos leaning down over the building in front of him to get eye level with them, opening his mouth and roaring at them.

Once the roar had ended, Rarity up at the creature and said, “I’ve had just about enough of you and your destruction!” Ignoring Twilight and Shining’s protests, she started running towards Chaos, pressing down with her legs as hard as she could as she reached the edge to get as much lift as she could. She managed to get up to the level of his ‘horn’ and brought a hind leg up, aiming straight at it. Her hoof went through the water, but lost some speed before it hit the glowing orb. It still had an effect, though that was not a good thing as Chaos swung his head back due to the pain, sending Rarity flying.

“Rarity!” Twilight cried as her friend was thrown away screaming, but she calmed down a bit when she saw a rainbow streak flying towards the fashionista. It was at this point that she and Shining noticed that Chaos was leaning down, his body almost still. Perhaps Rarity’s attack had done more damage than they thought. Deciding to take advantage of it, the two unicorns ran to opposite sides of his head and unleashed a beam of magic at his ‘horn’, both beams hitting the glowing orb at roughly the same time and exploding, causing Perfect Chaos to rear back and shriek in pain.

As the two unicorns ran to get away from the water that started spilling down from his body, Twilight said, “I guess that works!”

Shining glanced back at Chaos as they ran, “I think he’s getting weaker, Twilight! We just gotta keep this up for a little longer!”

While the fight was going on, Fluttershy had flown off far away from the center of it, currently in a room in a destroyed hotel. She was sitting on the floor, the carpet underneath her wet and ruined. The Element of Kindness was resting in a chair across from her that had survived the flood somewhat, the shy pegasus having grabbed it during her brief contact with Applejack earlier. Now she seemed to be locked in a staring contest with it, as she continued to stare intently at the butterfly shape without saying anything. In her head, though, she was once again locked in discussion with the presence of Terios.

It’s talking to you, you know. Calling you cruel, that you aren’t fit to wear it,” he taunted.

You can hear it?” Fluttershy asked.

Oh yeah. That is one perk I have now, the ability to pick up on these things. If it weren’t for those not-friends of yours, it’d be the other way around. You’d be in my mind and able to hear things you wouldn’t be able to,” Terios replied.

Fluttershy blinked. She guessed that she was supposed to be broken further by that comment, but she had cried herself nearly dry already, the whites of her eyes red at the periphery. There was also the fact that, after how long she’d been subject to his badgering, it was starting to lose its impact. She felt no sting from his words.

Aw, what’s the matter? Don’t have anything to come back with? If that’s the case, why don’t you open up to me, let me in all the way. I can give you what you wanted. There’s so much we could do together, just you and me,” he said, his voice sounding smooth and welcoming. It felt like his presence was beginning to spread through the rest of her mind.

Before the feeling could get stronger, however, Fluttershy narrowed her eyes slightly, “No.

Terios’ spreading presence came to a stop at that. “What do you mean no? Isn’t this what you wanted? To help me? To hear things you’ve never heard before?” he questioned, still trying to maintain an inviting tone.

I don’t need your help to hear things I never have. I’m already able to hear things other ponies cannot. I can understand animals, I can sense how other ponies are feeling, I… I can use all that to help others, and not just because I wield the Element of Kindness,” she replied.

Oh really? And what makes you think you’re special without that stupid necklace? Go on, tell me,” Terios said, his normal tone of voice returning.

Fluttershy’s eyes narrowed further, “I don’t have to tell you because you wouldn’t understand. You were nothing but a manipulator who took advantage of others and didn’t care if anyone else liked you for it. You fooled me with your words, but Lady Nimue was right. There was no hope of you changing. I see that now.” She nodded her head, “You wanted to take over my body like the Nightmare Forces did to Rarity, didn’t you? Well, now I know why they went after her instead of me. You’ve pushed too much, Terios. I hope you enjoyed your stay, because now you’re leaving.

Terios taunted, “What, just because you said to get out, you think I’m going to? I told you; you’re stuck with me now! I’m going to keep pestering you until you either give in to me or end your life, at which point I’ll just move onto one of your other so-called ‘friends’. That’s how it’s going to work, sweetie. So what do you say now?

Fluttershy looked at the Element of Kindness and saw the pink butterfly jewel shimmer as if in agreement with her thoughts. “I’m going to do whatever it takes to make things up to my friends after all this time listening to you, especially Sonic. And you? Don’t you worry; what I have in mind will take care of you too,” she replied, standing up with a determined look on her face and grabbing the necklace with a hoof before flying out of the hotel room.


Rainbow flew up and away as Perfect Chaos threw his head back and shrieked in pain, the cyan pegasus having just delivered another blow to his weak spot. Everyone had just dealt him another hit after their earlier rounds on him and he was starting to look weak. Rainbow sure hoped he was going to fall soon as she flew back to her friends. She wanted to find Fluttershy and try to get her back to normal.

After she landed on the toppled building the others were on, Chaos let out a loud roar and they all turned to look. Suddenly, water began shooting up underneath various pieces of rubble, lifting them up into the air. Tails, Shining, and Twilight noticed that the pieces that had been lifted up formed sort of a path up to Chaos, the last few pieces just about as high as his head. “Look! He’s made almost like a path for us!” Tails said as he pointed.

“Does he want us to stop him?” Twilight wondered.

Rainbow said, “Let’s just take advantage of it while it lasts, Twilight! One more good hit ought to do it!” Everyone else nodded and they began making their way up the path, jumping onto the pieces of rubble and moving forward. As they were moving, Chaos summoned larger, more powerful energy shots and launched them at the group, destroying the path behind them. Everyone began moving faster when this started, trying to get to the end as fast as they could. Tails, Shining, and Rainbow supported the others, helping them get up to the pieces that were too high for them to jump to. Rainbow got back up near the front while the two boys brought up the rear.

When they reached the third to the last piece of the makeshift path, Chaos let out a growl and used two of his tentacles to grab the underside of the rubble, tilting it up away from him. Everyone tried to get a grip when he tilted the piece, most of them managing to use the holes in the chunk of road as spots to grab onto. Shining and Applejack even hit the road hard with their hooves to reinforce their grips.

Rainbow realized that Chaos probably wasn’t going to let go until they let go, so she began flapping her wings and flew up over the piece of rubble, heading straight for Chaos’ head. Before she could reach him, however, Chaos let out a low growl and held up all of his tentacles, using his power to create a shield around him. Rainbow crashed into the side of it, and then it suddenly expanded for a moment, knocking her back and sending the piece of rubble the others were hanging onto flying! They were all able to let go, everyone ending up back where they started no worse for the wear, but it didn’t take them long to realize the situation they were in. Perfect Chaos was staring down at them, they no longer had a path to reach him with, and even if they did, he was still protecting himself with his shield. Things were not looking good at the moment…

Suddenly, Chaos let out a growl and turned to his right to look. Everyone followed his gaze and saw a yellow and pink blur flying around the buildings. They quickly realized that it was Fluttershy. At first, they thought she was flying straight at Chaos, judging by the way she was going, but she instead broke off before she crashed into his shield and flew around it, dodging around his tentacles when he opened up spots of the shield to reach for her. She maintained her speed while she flew up and down and rolled to the side to avoid the tentacles, briefly flying past where the others were before turning sharply and making an impact when she landed on the building.

“Fluttershy?! What are you…?” Twilight began. She stopped when Fluttershy stood up straight, noticing the Element of Kindness in her hoof and the look of determination on her face. Without a word, the pegasus reached up and clipped the Element around her neck, the gem giving a brief shine as she glanced at each of her Element wielding friends. It was when she looked at him that they realized what she had in mind.

Working quickly, Twilight used her magic to throw her saddlebags off to the side and then opened the pouch containing the other Elements, quickly levitating them over to their respective holders and clipping them on for them. She then levitated over the Element of Magic crown and placed it on her head, Fluttershy stepping forward afterwards and joining with her friends as they got into their usual positions, all of them staring up at Perfect Chaos.

As Tails and Shining Armor watched from the side, the six ponies closed their eyes, a brief wind blowing past them all as they began tapping into the power of their Elements. The jewels began to glow brightly as they gathered energy, each one making a shot several times in the shape of the jewels that circled around Perfect Chaos’ shield.

The water creature was not simply watching them all this time, though. After the shots from the Elements began going around his shield, he began gathering energy in his mouth to charge his energy beam. After several seconds, he dropped his shield as he finished charging his attack, unleashing the beam from his mouth. Shining had been preparing to create the strongest barrier he could to protect them, but he stopped when he saw something happening.

Immediately after Chaos’ shield had dropped, the shots from the Elements raced down to in front of where the group was, the shape of the Element of Magic being surrounded by the shapes of the other Elements, all of them gaining strength as the other shots joined together with them. Together they generated a gold protective field in the shape of a five-pronged star, all of the other Elements linking with the Element of Magic to form the field. Chaos’ energy beam hit the field and Tails and Shining covered their eyes as a bright light was generated from the impact, the beam trying to break through the field. After a couple of seconds, Chaos’ beam died down, but the field the Elements were generating was still standing.

In one quick flash, the shapes of the Elements stopped generating the field and shot back down to their holders, their power returning to the gemstones. A moment later, Twilight and her friends lifted off the ground and opened their eyes, all of them having glowing white eyes. A white light began to form above all of them as well, forming one bright white spot. A rainbow suddenly shot out of this white light, shooting up into the air and forming an arc as it redirected and shot down towards Chaos. The water creature simply stared up at it, expecting it to go through him and do nothing.

Instead of doing this, however, it changed direction once again before it hit him, instead going around him in tight circles as he watched. It went down as it went around him, forming a rainbow cocoon that only the upper part of his body was sticking out of. It began to swirl around him faster, becoming a tornado as the power of the Elements began to affect him. Chaos shook his head several times as he attempted to resist their power before he brought his head up and unleashed a loud, echoing shriek. After that, he began to sink down into the tornado as the Elements sapped his power. His body continued to sink into the water as he lost strength, the tornado twisting tighter and faster after he sank completely.

Suddenly, it fired a rainbow beam at Fluttershy that surrounded her with a couple of tight, rainbow-colored circles that went from her head to her back hooves when it reached her. Shining and Tails, being the only ones who could see this at the moment, watched curiously as nothing seemed to be happening, the rainbow tornado still spinning where Perfect Chaos had been.

In her mind, Terios could feel as the power of the Elements began to work on him, beginning to purge him from Fluttershy. “You… What have you done?!” he growled, feeling himself fading away.

Fluttershy responded, “If you can really see into my memories, then you know this isn’t the first time I’ve been aggressive towards others. I’ve managed to do it without any magic influence, but I’ve been able to return to normal thanks to my friends because I know they support me, even when I haven’t been the best friend I can be.

Terios groaned and said, “You don’t have any friends! They’ll all abandon you! You’re worthless to them! You can’t destroy me; I’LL DESTROY YOU!

Fluttershy calmly replied, “This is the only way your presence has made this time worse than any previous time: because you’ve forced me to do this. Twilight may have had to help me remember the first time, but this time I remembered, and since you won’t leave quietly, I have to let the Elements teach you a lesson.” Terios groaned, his presence almost completely eradicated. “There is something I want to say to you before you go, though. Goodbye, Terios, you horrid, twisted copy. I only wish you would’ve left sooner,” she said. Moments later, he let out a loud yell as the Elements of Harmony purged the last traces of him completely, white light filling Fluttershy’s mind as it shone brightly in the outside world as well.

When the light cleared, Tails and Shining looked up to see the girls floating back down to the ground, all of them touching the ground with their hooves before they opened their eyes. They saw no trace of Perfect Chaos anywhere, the God of Destruction’s most powerful form destroyed by the power of the Elements of Harmony. After a moment of silence, Shining and Tails came forward, the former saying, “You did it, girls! The Elements of Harmony totally defeated Perfect Chaos!”

Tails nodded, “That was amazing!” He then looked over at Fluttershy, “I’m not sure what happened to you just now, though, Fluttershy. What was that?”

At that, Fluttershy blinked and sat down, holding her hooves on the sides of her head while everypony turned to look at her. After a few moments, she said, “I don’t hear his voice or feel him anymore… He’s gone. He really is gone!”

Rarity asked, “Fluttershy, dear, what are you talking about?”

Fluttershy lowered her hooves and looked around at everyone before saying, “I’m very sorry about the way I’ve been acting, everyone. I… I want to say that I haven’t been in control of my actions for a while, but… that doesn’t seem like a good excuse.”

Twilight tilted her head to the side, “What do you mean, Fluttershy?”

The shy pegasus held her right hoof up to the side of her head, “Just now, what I was doing was checking to see if Terios was gone like I thought he was.”

Rainbow flew over to her friend and said, “Whoa, whoa, whoa! Are you saying that creep’s been in your head all this time?!”

Fluttershy responded, “I didn’t know it was him right away. Some part of him must’ve stayed with me when I was close to him and gotten into me. At first, it was just a feeling in the back of my mind that was causing me to question what I was seeing, but then I began to hear his voice. He influenced my thoughts, started making me do things like tackle Sonic to the ground. I… I think he was trying to take control of me.”

Pinkie gasped and looked at Rarity as she asked, “You mean like with Rarity and the Nightmare Forces that messed with Luna’s head?!”

Rarity glared over at the pink pony as Fluttershy responded, “Yes. That’s part of the reason I ran away. Not only did he mess with my mind, but… he made me afraid I would turn against all of you too. I didn’t want that to happen…”

Tails spoke, “But it seems like you managed to overcome him.”

Fluttershy nodded, “Yes. This… This isn’t the first time someone else has made me act… opposite myself. But he refused to leave; that’s why I was hoping the Elements of Harmony would be able to help me.” She paused for a moment before saying, “And it seems they did.”

Applejack stepped forward and took off her hat with her right hoof, holding it against her chest as she said, “Fluttershy, Ah… Ah wanna apologize for how Ah acted earlier as well. Ta you and everyone else. Ah admit Ah got upset when Ah heard you talkin’ with Rainbow Dash and wasn’t thinkin’ straight that whole time. Ah shouldn’t have tried to forcibly solve the problem the way Ah did.” She held her hat tighter, “Can y’all forgive me?”

Fluttershy stepped forward and wrapped the earth pony in a hug, saying, “Of course I can, Applejack. That’s what sharing kindness is all about, right?” The others showed their agreement with her words by coming over and joining in on the hug. Even Shining and Tails joined in.

The moment was interrupted when Tails felt something wet land on his nose. He blinked and looked up with a “Huh?” The others looked in his direction, but soon they felt it too. First Shining felt it, then Twilight and Pinkie Pie, and then the rest of them. They realized that raindrops were falling from the sky. As they stepped back and Applejack put her hat back on, they saw that the sky hadn’t changed, but the number of raindrops falling was quickly increasing.

“It’s raining?” Twilight asked.

“It didn’t rain after Perfect Chaos was defeated before. Why is it raining now?” Tails asked. By this point, the rain had become a steady downpour, everyone getting drenched.

Shining glanced down the side of the building at the water and said, “I don’t know, but we might want to find some cover on higher ground. If it keeps raining like this, the water level might start to rise.” Everyone agreed with him and started heading up after Twilight grabbed her saddlebags, Rainbow, Fluttershy, and Tails carrying the others up when they couldn’t go any further on foot/hoof.

They ended up on the rooftop Perfect Chaos had been draped over when he leered over Shining, Rarity, and Twilight earlier, Twilight using her magic to create a large umbrella to get them all out of the rain. It was coming down pretty hard at this point, water lapping at everyone’s ankles as it rolled under the umbrella after landing. “This is really strange. What’s going on here?” Tails asked.

Rarity groaned as she danced in place, “I don’t know, but I am not enjoying this one bit! My mane is soaking wet and the roof is flooding!”

Rainbow asked, “Hey Pinkie, you got a weather report for us?”

The party pony replied, “My Pinkie Sense doesn’t work like that, Rainbow Dash!”

Twilight looked around at the city for a moment, soon seeing something else happen. “Look over there!” she said, pointing at a tall building that had been leaning forward and was now leaning backwards, getting dangerously close to falling over. As they all watched, more buildings, whether they were big or small, began to get pushed, as if something was crashing into them.

“What the hay is goin’ on now?” Applejack asked.

“I think there’s something over there,” Fluttershy murmured.

“It looks like it’s coming this way!” Shining realized. Indeed, with the way the buildings were being pushed about, it seemed as though it was heading in the group’s direction.

When whatever it was got closer, its direction seemed to change slightly, as the path of moving buildings and rubble changed so that it was going to the side of where the group was. As it moved past a spot that was clear of buildings, the group saw a large shadow under the water, its shape looking similar to a whale of sorts. They all watched with bated breath as the shadow seemed to get bigger, everyone realizing it was coming up. Seconds later, it burst out of the water and everyone stared and gasped in shock at what they saw.

As it leapt out of the water and soared through the air like a majestic bird, everyone saw that it did indeed resemble a whale, but not any whale any of them had ever seen. Its large body was supported by two big pectoral fins that had four white square-shaped nails at their ends along with a short tail that had four trailing parts, two on each side with the inner ones being shorter than the outer ones. Its body was a deep blue color save for its chin stretching past its black and yellow eyes and spikes on both sides, two oval-shaped spots above each eye, and two spots on its dorsal fins, all of which were white in color. It had red lines running around its dorsal fins, on its pectoral fins, and going around the front of its face. And what the group wasn’t able to see from where they were was what appeared to be a large puddle of water clinging to the underside of the outer right trailing part of the creature’s tail, its color the same as Perfect Chaos’…

Author's Note:

IT BEGINS... Actually, it began one chapter ago, but you know what I mean.

So a good number of characters I've been teasing at have been introduced in this chapter. You can probably guess that Yoshi and Young Link weren't really doing anything special when they ended up in Equestria, but they're not the only ones who will be displaced. More info on that and what's going on in the Pokémon world will follow soon.

I was imagining Fluttershy appearing physically in her own mind with Terios when writing the scenes that were happening in her head. She's not being cruel or harsh in their last exchange together; she's simply mustering up the courage to say what needs to be said, building up for her proof of kindness in "It Ain't Easy Being Breezies".

Let's see, notes...

Sonic's dream sequence is based off the first cutscene in "Sonic Generations", when Classic Sonic gets involved in the adventure. The head that comes out of the hole is supposed to be Yoshi's.

Although he's going to retain his usual silence, Link has some details taken from the Zelda manga. The detail that's meant to stick out is the fact that he has both the Kokiri Sword and Hero's Shield here.

Pikachu loses the ability to speak/be understood because the story is focused on the Sonic and FiM characters, who can't understand Pokémon speak. Suicune is able to communicate with them via telepathy, much like the Legendary Beasts in the "Pokémon Special" manga are able to.

The way Yoshi's dialogue is formatted is the same way it's done in "Mario & Sonic at the London 2012 Olympic Games". I'll be doing it like that to show that Sonic and Tails can understand what he's saying.

The battle against Perfect Chaos is based on the version of the fight in "Sonic Generations". The shield that Perfect Chaos creates is the same as the one he's able to create in the "Sonic X" anime.

A few references to the MLP: FiM comics at points.

That's all I have. Be sure to check in next time to find out what's going on with Sonic, Cadance, Spike, and their new allies from across time and space!

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