• Published 8th Sep 2022
  • 6,012 Views, 1,072 Comments

The Omnitrix Hero - Banshee531



Flash Sentry always liked helping others, but in a world full of magic and amazement an ordinary guy can't do much. That is until a strange watch crashes down from the sky, allowing him the power to become one of ten mighty alien heroes.

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Season 2, Episode 12: Taking Flight

In a dark area of Canterlot, a particular individual was moving around whilst spinning a staff that was in his hand.

Devious, the wielder of the Radiant Dragon Medallion and the one attempting to steal all the other Medallions, in a hope of using their power to rewrite reality in his image. This madman was currently training, trying to keep his skills sharp so that he would be ready when the first Medallion appeared. He wasn't entirely in his normal clothes, instead being in a white shirt and black pants, but his mask and staff were still on hand.

He launched several fireballs at some soda cans on a wall, knocking them over as he did so. He then grabbed a wooden plank and threw it into the air, firing a blast of lightning that made it explode. He panted, tired but sure he would be ready for the next time he faced off against Lady Masquerade and her annoying friends.

He looked around the warehouse he was currently situated in, hating that he had been reduced to this. He should have been living as a king. Not a peasant. "Just wait," he panted. "I'll be living the high life soon enough."


In another part of town, Trixie was busy training herself.

The Luna Cat Princess currently had a staff in her hand, the girl training in her back garden so she could be on the top of her game when she was ready to face Devious again. But as she continued to train, she thought about her powers. As amazing as her illusions were, they had done very little in the times went she had had to face Devious alone.

If she wanted to be able to get back all the Medallions, including the Radiant Dragon, she was gonna need to be stronger. "Just wait," she panted. "I'll stop you, Devious. I'll get those Medallions back."


In the city, a man was atop a window washer platform on a skyscraper.

He was currently cleaning one of the highest windows, humming to himself as he did his work, and finished cleaning the window whilst reaching over to activate the pulley system. But as soon as he hit the button, the system sparked and the whole thing dropped uncontrollably.

He screamed, as he was knocked staggering. And as soon as he let go of the button, the platform stopped.

The sudden jolt caused him to accidently trip over the side and fall, the man barely able to grab onto the side. He tried to pull himself up, but he just didn't have the arm strength. As he tried, his spray bottle unhooked from his belt and fell.

It hit the ground and caught the attention of several people, who screamed when they saw him eight stories up.

"Someone help him!" A woman cried.

"One of those aliens might show up!" A man suggested.

"But what if they don't?" The woman who asked looked around, hoping to see Firefly or an alien with a power to help him. But whilst she didn't see an alien, she did see something else. "What's that?" Everyone else looked away to see something flying through the air.

That something appeared humanoid, but it also had wings of some kind on its back. It didn't seem to be an alien, but after that ninja one they had seen they had stopped taking chances.

Up on the platform, the window washer felt like any minute now he would lose his grip. He looked around, praying something would could to save him. That's when he saw her.

The first thing to notice about her was her back, where a pair of large butterfly wings here coming from. They were white in colour, looking almost transparent, but had blue patterns on them.

The next part he noticed was her face, which was completely covered by a helmet of some kind with only her mouth being visible. The helmet was light blue in colour and had a scale pattern, whilst her eyes were covered by large yellow goggles that had a bunch of hexagons filling them.

Her neck and chest were covered by a yellow fabric that went down from her helmet and covered her chest and parts of her shoulders. Her shoulders, arms, hands and chest were covered by light blue fabric, whilst her stomach was white and her legs up to her knees were wearing blue high-heeled boots. A white skirt was flowing around her uppers legs, starting at the waist and being open at the front. It was also covered in blue lines. with yellow at the top where it connected to the waist.

The winged woman flew through the air and as she got closer, the window washer's grip finally gave out.

He fell to the ground and as he screamed, the winged woman dived down and managed to catch his arms. She pulled and after a few moments, slowed him to a gradual stop until they were right above the ground. "You okay?" She asked, the man nodding as she let him go.

He fell the last foot and landed without injury, allowing her to begin to fly up. "Wait!" A woman cried as she did, "who are you?"

The winged woman smiled, "I am Icarus. The newest hero in Canterlot. And my wings will keep all those that are scared safe." With that, she took off and flew through the air. As she did, people videoed her from their phones. They had been doing that since they first saw the washer hanging for his life. It wouldn't even be an hour before this footage was up online for all to see.


The next day, Trixie arrived at school and found that everyone was one their phones looking at a video.

As she stepped into the halls, she heard whispers and wondered what the heck they were talking about. But given the many insane things that happened in Canterlot, she had a feeling it had something to do with Flash's aliens.

Whens he found the teen at his locker, she leaned up next to it. "So, what did you do yesterday that's got everyone so hyped up?" Flash looked confused as he turned to her, holding his check as he did so.

"Nothing. I didn't go alien yesterday." Trixie looked confused as Flash rubbed his cheek. "My mom dragged me to the dentist and I had to get two fillings." He shuddered, "I swear I can still feel the drill on my teeth. Anyway, they shot me up with so much numbing agent I was super sleepy afterwards. Totally zonked out when I got home."

"Huh?" Trixie turned to see Octavia showing Vinyl something on her phone. "Then what the heck has everyone so excited?"

"GUYS!" They looked around to see Pinkie running up to them, "found you!"

"What's up?" Flash asked, only for Pinkie to grab him and Trixie by the sleeve and pull them down the hallway. They both cried out, trying to pull themselves free, but Pinkie was ungodly strong and managed to keep hold of them all the way to an empty classroom.

As they were dragged inside, they found the rest of the Rainbooms sitting around a desk as Twilight had an open laptop on it. "Can someone explain what the heck is happening?" Trixie cried, surprising the pair.

"You haven't heard?" Rainbow asked.

"Heard what?" Flash asked, "I was kind of out of it yesterday. Did I miss something?" The others shared a look before Twilight turned her laptop around, Flash and Trixie staring at the image on screen and seeing it was footage of someone flying over the town and saving a window washer. "What the heck?"

"Is that an alien?" Trixie asked, the others shaking their head.

"Apparently, it's a new superhero." Sunset looked back at the screen, "one who apparently has the power to fly. She's calling herself Icarus."

"Another new superhero?" Flash asked, "Canterlot's getting kind of full of those." He then realised why Pinkie must have been in such a rush, "you think she's got Equestrian Magic?"

"It's possible," Sunset nodded. "We're not certain, but we need to know for sure. If it is Equestrian Magic, we'll need to make sure it's not gonna go out of control." The others nodded as they continued to watch the footage, the lot of them impressed with how well this person could fly. Flash, Twilight, Fluttershy and Rainbow were especially impressed, since they all had experience with having actual wings.

Trixie also watched and as she did, she felt a twinge of something went off in her mind. As she stared at the image, she couldn't help be feel like she knew that person. But how?


In another part of Canterlot, Devious had also learned about the individual known as Icarus.

Somehow, he had gotten his hands on a laptop and was currently watching the footage of the new hero over and over again. At one point, he hit the spacebar and the footage froze, allowing him to finally get a good look at the hero. At least, the best look he could get with the terrible video quality. But one thing was for sure.

"The Sky Butterfly Medallion." He stood up and as he did, the Medallion on his mask glowed before his body burst into a blast of fire, lightning and both hot and cold wind.

When the elements exploded off of him, he was revealed to be in his Radiant Dragon outfit and his staff appeared in a burst of fire.


As soon as school let out, the nine of them headed out to search for this new hero.

They had no idea where she could possibly be, especially since someone with the ability to fly could get almost anywhere at any time. Twilight eventually decided to have them all meet at the building that Icarus had first been seen at. Since she was flying around that area when it happened, it was likely she was located in that general idea.

"See anything?" Applejack asked when they looked at the sky from where they had all met up.

"Nothing," Fluttershy was using her bird watching binoculars to try and spot this hero. "I can't even see a normal bird in the sky." She huffed, "one of them might have known where she was. But I can't see her anywhere."

"We'll find her," Rarity assured them. "We just have to keep looking. And if we can't find them, there's always plan B?"

"We have a plan B?" Rainbow asked.

Rarity smirked, "we get Trixie, Flash and maybe Shining to film a video asking to meet this Icarus and put it online. I'm sure once she sees that, she'll show up where we ask her to."

"Along with probably half the city and every news reporter hoping to figure out who the superheroes are," Flash pointed out. "No offence, but I am not letting you put a video of me online."

"Fair point," Rarity nodded. "But how else are we going to find this superhero?" None of them had any answer, so all they could do was continue to search for her. But as they did that, something else began to happen that would force their attention away from their search.

Up the street, a large truck was pulling a trailer with a large concrete pipe on it.

The driver had just gotten a piping hot coffee from a nearby service station. As he drove, he took a sip only to find it extremely hot. "Augh!" He cried, pulling the cup away only for some to splash on his hand. "GYAH!" He dropped it, right on his lap. "HOWOOOO!" He accidently spun the wheel, causing the vehicle to go completely out of control.

As he fought through the blazing hot pain to retake control, the trailer swung around and the pipe pushed against the cables holding it. And as the truck swerved, the cables finally gave out and the pipe fell off the trailer.

This sound caught everyone's attention, the lot looking around and gasping when they saw the pipe rolling down the street. "We gotta stop that thing!" Twilight cried, as Flash activated the Omnitrix.

Quick as a flash, he slammed the watch down and transformed into his ninja alien: Kagenobi. The shadow assassin turned to Applejack. "Hold your breath!" She did so, as Kagenobi turned into a shadow and completely wrapped around her. Once he had her inside his shadow void, he morphed into the ground and shot towards the pipe with incredible speed.

The pipe rolled down the street and crushed everything it came in contact with. Due to it being big enough for somebody to stand up inside it and weighing a ton, anyone in front of the pipe quickly ran to get away from it. This included a little old lady, who had been crossing the street when the pipe appeared.

The woman's eyes weren't all that great, so she didn't see the pipe coming.

Kagenobi shot past the pipe, using his shadow powers to fly under it and come out on its other side directly in its path. As he did, he opened himself up and allowed Applejack to jump out. The farm girl gasped for air, wishing she had packed a scuba tank, but quickly recovered before standing tall and turning towards the pipe.

Kagenobi noticed the little old lady and quickly ran to her rescue, whilst Applejack braced herself. She activated her geode magic and thrust her hands out, slamming them into the pipe as she tried to stop it. But the pipe was moving too fast as she felt her hands grind against the concrete and make her flinch.

She pushed her feet into the ground, as she tried to stop it. But all she could do was slow it down.

Meanwhile, Kagenobi shot towards the old woman and tried to think of a way to pull her to safety without needing to pull her into his void. But as he was about to reach her, something else got to her first.

That something swooped down and grabbed the old lady by her shoulders, then pulled her straight up into the air.

This didn't seem to even go noticed by the woman, who continued to move as if she was still walking on the ground. Meanwhile, Kagenobi stopped moving and jumped out of the the ground. "What the?" He focused on the image in front of him and was shocked to see the winged woman from the video he had seen. "Icarus?"

The hero turned back to him, "glad to know you aliens have heard of me. Sorry about the save block. Why don't you go help that other girl whose being crushed under the pipe." Kagenobi looked back at Applejack and saw she was still having trouble holding up the pipe.

It had stopped moving, but Applejack knew if she jumped out from under it the thing would just roll again. She needed a way to stop it.

Luckily, Kagenobi rushed in and was happy to help. The alien ninja grabbed onto some nearby shadows and used them to pull out a pair of large shadow shurikens. He quickly threw them at the pipe, slashing through the concrete on either side of Applejack.

The two pieces of the pipe's end rolled towards him and after he pulled a katanna out of the shadows, he sliced them up several times.

Applejack was able to lift the central part of the pipe up and turned it around before placing it on a flat piece of ground, the chunks of broken concrete falling into it and filling up. "There," Applejack waved her very sore hands around, "that should keep the stuff out of the way until someone can deal with it." As she said that, the others rushed up to them.

"Did anyone get hurt?" Twilight asked, Kagenobi shaking his head.

"That Icarus hero swooped in and saved a woman right when I was about to." He crossed his arms, "clearly she never read the superhero rule about stealing someone else's save."

"Seriously?" Trixie asked, "where did she go?" Kagenobi shrugged, then had an idea.

"Stay here!" He dived into the ground and flew through the concrete, up the side of a building and arriving at the roof. He hoped he could still catch sight of her and sure enough, Icarus appeared in the sky. "There you are." He reached into a shadow and pulled out a chain and hook, which he used to latch onto a nearby building and swing over.

The others saw this and followed him, as he landed on the roof and ninja ran across it before leaping over a large gap between the buildings.

Icarus appeared not to notice him, the shadow ninja following her at enough of a distance that she didn't notice. Hopefully, she would land at some point and he could catch up to her before the Omnitrix powered down. But for several minutes, she simply flew through the city enjoying herself and even helping a few people.

She got a cat out of a tree, helped yet another old lady that was trying to cross the road and got a kid's frisbee off the roof of a building.

Kagenobi was worried he would time out and lose her, but in that moment she flew behind a row of two story buildings and landed in the back alley. As Kagenobi rushed over to the roof, he got there just in time to see Icarus consumed by a light.

"Huh?" He took a closer looked and the light faded, revealing Icarus' true identity. She was a teenager, just like them. Staring at her, he felt like they were looking at Trixie's twin. Well...triplet.

Her skin was light blue and her hair was pure white. But unlike Trixie, her hair was shorter and styled up and back. She was wearing a yellow tank top under a dark blue sleeveless hoodie and pink shorts with dark blue sneakers and white soaks.

She didn't seem to notice him and sighed before beginning to walk off, but Kagenobi decided to make his presence known. "That was some pretty impressive hero work." She jumped and spun around, looking up to see the alien as he leapt off the roof and splattered against the floor. Her eyes went wide at this, only for him to reform his body and look her over. "So...Icarus. That your real name, or are you trying to protect your identity too?"

The girl stepped backwards, "how did you find me?"

"I followed you," Kagenobi replied. "Sorry for the scare, but my friends and I needed to find you and make sure your power wasn't something dangerous."

"Friends?" She asked, "what are you talking about my power being dangerous? I use it to safe people." Kagenobi wasn't sure if he should be the one to explain it, or to leave it for Sunset and the others to talk about.

However, before he could decide, the Omnitrix started beeping. "Not now!" Before he could try to escape, the device unleashed a flash of light and he reverted back to human. The girl in front of him was absolutely shocked, seeing one of the alien heroes she had admired turn into a boy her age.

"What the?"

Flash smirked, scratching the back of his head. "Hey. Guess now we both know who the other is." As he said that, he had reached into his jacket and took out his phone. Before she could ask what he was doing, he held it up and snapped a photo. "Sorry, had to be able to figure out who you are in case you decided to make a break for it."

"Who are you?" She asked, "and why are you so desperate to know who I am?"

"I'm Flash Sentry," the teen held up the Omnitrix. "I'm the one who's been protecting this town. Me and my friends just want to be sure you're not using something that's gonna get you in trouble." The girl looked at him suspiciously, clearly worried he was gonna blab to the world about her secret identity.

"My name's Fleetfoot," she stated. "What's this about me getting into trouble with my power?" Flash had been texting the others his location as she asked this, hoping they were at least nearby.

Sure enough, the lot of them arrived not five minutes after Flash sent them his location. As he waited, he tried to explain everything he could about what was going on.

"Magic?" She asked, as the Rainbooms arrived in the back alleyway. "You really expect me to believe that magic is real?"

"It's real," Sunset told her. "And you clearly have it." Fleetfoot looked at her in confusion, only to notice Rainbow and look shocked.

"Hey, you're that girl that beat my team last month." Rainbow looked at he closely and realised she recognised her.

"Oh yeah. You were on the Cloudsdale Soccer Team. You were pretty good." Fleetfoot raised an eyebrow as she looked back towards Sunset and the others.

"I'm still having a hard time believing I have magic. Where did it even come from?"

"Magic has a tendency to infect items," Twilight explained. "Do you have something on you that could be allowing you to transform?" Fleetfoot frowned and looked herself over, all the while the others did the same and tried to sense Equestrian Magic on her. But they couldn't feel anything.

It was at this moment Trixie arrived, having had to find a place to park Flash's car. And as she ran into the alleyway, she locked eyes on Fleetfoot and suddenly sensed something.

Fleetfoot also seemed to sense it, the pair glancing at one another. And as they did, the world around them seemed to vanish. Instead, they were now alone in a colourful void. The two just stood there, both feeling a power emanating off the other.

A light appeared around the pair of them, which flew off and formed a shape behind them. Trixie watched as Fleetfoot's energy formed a large blue butterfly, which beat its wings as it took off. She then looked behind herself and saw a giant silver cat, flicking its tail as it stood behind her.

She looked back at Fleetfoot and as she did, she knew what this was.

The world seemed to return to normal, the others appearing and looking concerned. "Are you okay?" Flash asked them both, Pinkie waving a hand in front of Fleetfoot.

"Helloooo?" This seemed to snap the pair out of it, Fleetfoot staggering back whilst Trixie stood firm.

The girl began to stride forward and as she did, she took out her mask and put it on. Everyone was surprised to see this, as Trixie transformed into her Lady Masquerade persona. "What are you doing?" Sunset asked her, as Trixie moved towards her.

"She doesn't have Equestrian Magic," she explained. "Her power...comes from the Medallion she holds." That was certainly a shock for the lot of them, Flash and the Rainbooms turning back to a very confused Fleetfoot.

"Medallion?" She asked, "what the heck are you talking about?"

"The Medallion," Trixie pointed at the one on her forehead. "Something like this. An object of great power, which comes from another world. That's what's allowing you the power to fly."

"Huh," Fleetfoot looked interested, "so you're saying my power comes from another world?" Trixie nodded, "how did I get it?" Trixie sighed, knowing this was gonna be a long conversation.

"It's a long story. But basically, someone stole the Medallions from that world and brought them here. He wanted to use their power to rewrite the world in his own image, but he was stopped and the Medallions were scattered all across the city. The Medallions always need someone to be connected to, so they bonded to people who synchronised with them best."

"And I was one of them?" Fleetfoot asked, Trixie nodding. "Cool."

"Which Medallion do you think it is?" Flash asked, Trixie crossing her arms and thinking.

"Is Flight the only thing you seem to be able to do?" Fleetfoot nodded, "then you must have the Sky Butterfly Medallion. It grants the user the power to fly and walk on the air."

"Guess that makes sense," Rainbow nodded. "Given the wings. But where is it?" The others looked to her, "where's the Medallion. Trixie has to put her mask on to transform, but you don't seem to have to do that?"

"Yeah," Fleetfoot nodded and closed her eyes, "I just have to think." She glowed before her entire body was consumed with light, which quickly faded to reveal her in her suit. "See."

"How'd you even learn you could do that?" Applejack asked, as Fleetfoot looked up at the sky.

"I've always wanted to fly. The thought of being up in the sky, where you could see everything. I dreamed of one day becoming a bird. Then, one day, I felt this overwhelming urge to jump off the school roof. I couldn't help it and the next thing I knew, I stepped off the roof and was transformed."

"I guess it's a good thing you had the Medallion," Rarity stated. "I'd hate to have an urge like that and not be able to stop myself from splatting on the ground."

"I think it was the Medallion that gave her that urge," Twilight pointed out.

"Oh."

"Anyway," Fleetfoot continued, "I learned how to summon the suit on command and now...I'm a superhero." She smirked as she flapped her wings, Trixie being impressed.

"I guess you were more in sync with the Medallion than my brother thought you could be. He assumed you'd only get the powers because you don't come from the same plain as them." Fleetfoot didn't seem to understand any part of that, whilst Pinkie spoke up.

"But what happens now?" They all looked towards her. "Trixie, you were charged with collecting the Medallions. So what are you gonna do?"

Trixie looked back at Fleetfoot, who raised an eyebrow as Lady Masquerade tried to think of something. "I guess, it depends on you?"

"Me?"

"I was given a mission. To find all the Medallions and return them safely to the world they come from. That includes the one you have." Fleetfoot frowned, "but that doesn't have to happen right now." She looked up, "I need all the help I can get. The one who's after the Medallions has one of his own and is really strong. I can't stop him on my own and my friends might not always be around to help when I need it."

"So you want me to join your...team?"

"Why not?" Trixie asked, "you clearly want to help people. If you help me retrieve the rest of the Medallions, you'll be helping more people then you know. And you'll get to keep your Medallion even longer. So what do you say?"

"And what if I don't wanna help?"

Trixie frowned, "then I'll have to take the Medallion from you. It's nothing personal, but I can't let someone have one of these and play around with them. It'd put the world, and you, in too much danger." Flash and the Rainbooms were amazed at how serious Trixie was being. They knew she cared about collecting all the coins, but she was sounding like someone who was giving a criminal an ultimatum.

Fleetfoot looked down for a moment, clearly weighing her options. She then smiled and nodded.

"Alright. I'm in." She spread her wings and took to the sky. "Consider the hero Icarus a part of your team of superheroes." Everyone smiled at this, happy they had another person to help keep Canterlot and the world safe.

But then, something shot towards her before she could notice and the next thing she knew, she was being electrocuted.

"AAAAAAAAAARRRRRRRRRRHHHHHHHHHH!" They all gasped at her scream, the lightning bolt stopped and Fleetfoot began to fall. Luckily, Rainbow ran in and managed to catch her before she hit the ground. As she did, the others looked over at where the lightning had come from. And sure enough, standing on the roof of a building, he was there.

"Devious," Trixie glared at the masked man that had almost killed her.

"Lady Masquerade," he smirked as he placed his staff over his shoulder. "I guess I should have known you'd show up. I'm afraid I don't have time to play with you today." He turned his attention back to Fleetfoot, who was still smoking as Rainbow helped her to her feet. "The Sky Butterfly Medallion. Give it to me."

"No way!" Flash activated the Omnitrix and transformed into XLR8, "but you're gonna give us your Medallion!" He shot forwards as Devious launched several fireballs towards him, but XLR8 managed to out run each and every one of them before reaching the building.

Using his super speed, he shot up the wall as Devious leapt away from the edge.

XLR8 tried to claw at him, but the magician managed to avoid the claws. And as XLR8 landed, Devious slammed his staff into the ground. "GOTCHA!" XLR8 charged, only to run headfirst into a wall of wind before he could pick up any speed. "Augh!" He was blown backwards over the edge, everyone watching as he fell through the air and crashed into the ground.

Devious took this moment to rush forward and leap off the roof, the tornado swirling around him keeping him aloft in the air.

Rainbow pulled the still smoking Fleetfoot away from him as Twilight used her magic to grab a nearby trash can and throw it. But the tornado around Devious protected him, as XLR8 picked himself up. "Not cool." He sped up and rushed towards the man, but the tornado continued to blow strongly around him.

XLR8 tried to force himself through, but even his speed was having a hard time busting through it. Devious smirked as he saw this and with a tap of his staff, flames exploded at the base of the tornado and began to replace the wind.

"WOW!" XLR8 leapt back, barely avoiding getting barbequed.

It was at this moment that Fleetfoot began to come around, the girl looking up and seeing the flaming twister. "How'd we get here?"

"You okay?" Fluttershy asked, Fleetfoot nodding. She was still a little numb from what happened, but amazed her injuries were so minor after she was electrocuted.

"What's happening? Who is that guy?"

"Devious," Trixie took out her mask, "he's the one who first stole the Medallions and brought them here. Now he's gonna try and take your Medallion as well." Fleetfoot frowned at this, not willing to let some stranger take her power. "Don't underestimate him." Trixie placed her mask over her face and transformed, "he's strong. "

In that moment, Devious slammed his staff onto the ground and caused the fire tornado to explode. Fireballs were sent rocketing everywhere, making them all cry out as Rarity created a wall of crystals to defend them all.

XLR8 and Rainbow managed to outrun them, whilst Trixie took off her belt and morphed it into a staff. "Let's do this thing!" She cried, rushing forward once the last fireball exploded.

Devious glared at her and prepared to launch a blast of lightning, but Trixie swung her staff around and went completely invisible. As she did, XLR8 and Rainbow rushed in ready to take him out. But as they did, he tapped his staff on the ground and caused the ground to suddenly become covered in ice.

"WOW!" Rainbow cried, as she slipped on the ice along with XLR8. "Not again!" She cried, about to slam into the side of a dumpster. Luckily, Rarity's shield appeared in front of her and XLR8, stopping them from crashing into anything that might hurt them.

Devious smirked by then looked around, trying to see where Trixie might have gone. He then heard movement atop one of the dumpsters and launched a fireball at it, the dumpster exploding but Trixie appeared having leapt off of it and losing focus on her illusion.

Devious growled and fired a bolt of lightning at her, but she swung her staff around to deflect the lightning.

As she did, Pinkie took out some sprinkles end threw them at the ice. Applejack also pounded her fist into the ice, sending cracks all throughout it. When Pinkie's sprinkles connected, they exploded and sent the cracked ice flying and breaking it apart even more.

Rarity put shields up around the lot of them, shielding all but Devious from the ice as it rained down around them.

Devious saw this as knew that if he wanted to get his Medallions, he needed to take out Trixie's support. So, as soon as the shields went down, Devious thrust his staff out and unleashed an extra powerful blast of wind. It shot towards the Fleetfoot and the Rainbooms at incredible speed, so fast that Rarity didn't have time to put up another shield.

Fleetfoot's instincts kicked in and she grabbed the two nearest girls to her, Sunset and Fluttershy, then leapt into the air. This allowed them to avoid the gust of wind, but Twilight, Applejack, Rarity and Pinkie weren't so lucky. "NO!" Fluttershy screamed, as the four were all blown backwards.

Pinkie pulled a rope of some kind out of her hair and used it to lasso a nearby door handle, stopping her from slamming into a back wall. But Applejack, Twilight and Rarity weren't so lucky.

The three of them were slammed into the side of the building behind them, Applejack flinching but managing to remain conscious. Twilight and Rarity weren't so lucky, since they didn't have the same physical strength and endurance Applejack had.

XLR8 and Rainbow's eyes went wide, as the pair shot forward. They flew past Devious, who had put up another tornado shield, then reached the three before they began to fall towards the ground. XLR8 managed to catch Twilight and Rarity, whilst Rainbow could only cushion the fall for her much heavier friend.

"Twilight!" The alien looked her over and saw she was completely unconscious, "Rarity!?" The same was true for the fashionista, the alien putting them both down as The others rushed over to them. Fleetfoot landed, allowing Fluttershy to use the little first aid she knew to examine them.

Devious laughed at this, only for Trixie to run up to him. "RAAAAH!" She attempted to slam her staff into his head, but Devious easily blocked it and pushed her back. She tried again, but the wind tornado quickly appeared around him and blew he back.

"I think they're okay," Fluttershy stated. "They might have a concussion, but other then that they should be fine."

"Damn him!" XLR8 shot forward and attempted to break through the wall of wind, but Devious quickly changed it into the fire spiral once again.

Fleetfoot saw how powerful Devious was. And according to the others, he only wanted one thing. To take her Medallion. "You should get out of here." She turned to Sunset in shock. "You're the one that Devious wants. Use your wings and fly out of here before he can stop you."

"I can't just run away!" Fleetfoot cried, "I'm a hero. I thought you guys wanted me to help you."

"But this is different. If Devious gets to you, he'll try and take your Medallion." Fleetfoot didn't look scared, "the same thing happened to Trixie once. Devious was able to beat her down and tried to take her Medallion. If he had succeeded, Trixie might have died." Fleetfoot's eyes went wide, she looked back to see Trixie avoiding fireballs that flew out of the fire tornado. "This isn't a game. It's serious and that means it has serious stakes. You might think being a hero is all fun and games, but it's not."

"AUGH!" XLR8 had tried to unravel it, running around the flame-nado in the opposite direction, but Devious had simply launched a blast of fire that struck him backwards and slammed him into the wall.

"We're not just doing this because it's what we want to do. We're doing it because it's what we need to do. I'm not saying you shouldn't be a hero, but being a hero means you have to tough it out through the hard times as well as the fun times. Do you really think you can do that?" Fleetfoot wasn't sure. She looked down at the two girls that were unconscious. They hadn't asked for this and if they had hit that wall any harder, they might not have been waking up.

Devious finally shot out of the fire tornado and thrust his staff into Trixie's stomach, making her cry out as she was knocked backwards. She crashed into the ground, as Applejack and Pinkie rushed past her to help XLR8 and Rainbow.

Fleetfoot stared at Trixie for a moment, as the girl groaned and picked herself up. Clearly, she needed a rest and was having trouble against Devious. But she wasn't giving up.

Devious unleashed another tornado, protecting him from whatever the heroes attempted to throw at him. Fleetfoot stared at the cyclone and realised there was no way to overcome it. At least...no way to overcome it from the air.

An idea formed and Fleetfoot rushed over to Trixie, grabbing her shoulder before the girl could take off and attack again. "Make us invisible."

"What?" Trixie asked.

"Make us invisible. Hurry!" Trixie didn't argue and activated her power, the magic flowing over both of them and causing them to vanish from sight. Once they were, Fleetfoot grabbed Trixie under the arms and spread her wings. Before Lady Masquerade could ask what she was doing, the pair took off into the sky. "You wanna deal a big blow to him, right?" Trixie nodded, though Fleetfoot couldn't see. "Well the part of a tornado that has the weakest wind...is at the eye of the storm."

Trixie's eyes went wide, as she realised what Fleetfoot was trying to get at.

The pair of them flew over the tornado, completely unseen by Devious and the other fighters. They waited and watched, as the others continued to try and fight Devious but had little luck with his high powered air shield. As it did, the twister's body waved from side to side like one of those inflatable tube men.

But eventually, the tornado solidified as everyone else jumped back to avoiding a lightning attack Devious unleashed through the wind. "NOW!" Trixie cried, Fleetfoot diving down into the tornado. The pair shot through it as fast as they could, letting the weak suction of the twister pull them right down at an even faster rate.

As they did, Trixie's magic faded and the pair became visible again. This was as they were right above Devious, who looked up just in time to see the two superheroines charging at him.

"Take this!" Lady Masquerade swung her staff around, smashing Devious in the head and making him cry out in agony. At the same time, Icarus spun around and dealt a stomp kick right into Devious' chest. The two attacks blasted Devious backwards, the mad man slamming into his own tornado and being sucked inside it.

He screamed as he was spun around the tornado three times before his magic ceased and the twister vanished. This sent him flying out the tornado and crashing into a wall.

The others watched in amazement, as Devious fell to the ground and seemed to be knocked unconscious. This caught them all by surprise, since the madman had seemed unstoppable with his wind. But Fleetfoot, the newbie, had not only discovered the weak point, but had been able to help Trixie capitalise on it.

Lady Masquerade turned to her new partner and smiled, "you did great. Nice work back there." Icarus smiled, happy she had been able to help. "Now, let's get that Radiant Dragon Medallion." She turned towards Devious and prepared to take the coin.

But before she could, Devious' eyes shot open and he spun over to grab his staff.

The others gasped and Trixie tried to attack, but Devious launched his own blast of fire right at her. Lady Masquerade was slammed by the attack and knocked backwards, XLR8 catching her. Then, Devious turned to Icarus and thrust his staff at her. A blast of energy was then unleashed from it, hitting Icarus before anyone could try and save her.

Fleetfoot screamed as she was lifted into the air, her entire body feeling like it was being split apart. "NO!" Trixie leapt out of XLR8's arms and tried to run to help her, the alien doing the same along with the others. But before any of them could reach the pair, Devious created a tornado of fire.

It exploded around him and Fleetfoot, completely blocking them from getting through. "I can get through this!" XLR8 cried, only for the Omnitrix to beep and transform him back to human. "Not now!" He cried, as Fleetfoot's screams filled the air.

"Hang on!" Trixie cried, trying to think of a way to save her. But she saw no other choice but to force her way into the flames, Lady Masquerade rushing towards the fire.

"No!" Sunset yelled at her, "you'll be cooked alive." Trixie got as close to the flames as she could, the heat beginning to build and make it difficult for her to even breath. But she wouldn't let this stop her.

As Fleetfoot felt her power being ripped away from her, she heard Trixie's cries and looked over to see her forcing her way through the wall of fire. "Trixie?" The super hero flinched when the flames touched her arm, making her pull back. But Fleetfoot could tell she was seconds away from leaping through and trying to save her. "No...I have to do something."

It was then that the light coming off of her began to make a shape, forming into a coin like the one on Trixie's mask. Fleetfoot stared at it, realising this was the source of her power. And if she didn't do something quick, she would lose it to this psycho.

"NO!" She cried, fighting through the pain and grabbing the coin.

"What are you doing?" Devious growled, preparing to use the flames to torch her.

"This is my power!" Fleetfoot yelled, "it came to me. I decide what it's used for." She turned to Trixie, "and if I have to lose it to someone...it'll be someone who will use it for good!" She then threw it at Lady Masquerade, the coin shooting through the fire towards her.

"NO!" Devious cried, as Trixie grabbed the coin. As she did, Fleetfoot sighed.

"I renounce the Sky Butterfly Medallion." With that, the light around her changed and exploded off of her. She fell to the ground, cutting Devious' spell as the light caught the flames around them to vanish. It then shot towards Trixie and into her hand, the Medallion glowing as it absorbed the light that had been inside Fleetfoot.

It then flew out and spread around Trixie, who recognised this sensation from when the Luna Cat Medallion first came to her. The power was bonding too her.

"NO!" Devious launched several fireballs towards Trixie, but she quickly swung her staff around and deflected them. As she did, the light around her faded and the Medallion stopped glowing. Then, it completely vanished much to Trixie's confusion. "Give that back!" Devious raised his staff and slammed it into the ground, causing spikes of ice to explode out of the ground.

Trixie gasped as they shot towards her, the others screaming her name as she was consumed by a cloud of cold mist before the spikes shot towards them.

Rainbow had to rush forward to grab Flash and pull him away, Applejack and Sunset grabbing Twilight and Rarity to pull to safety as the ice engulfed most of the area. They stopped right before reaching them, as they all looked back in absolute terror at what had happened to their friend.

The mist faded and revealed no sign of her, making them fear she had been frozen solid. However, something then blocked out the sun on Sunset's face for a moment and made her look up. And when she did, she was absolutely shocked. "Look!"

They all looked up and when they did, they were amazed to see Trixie up in the air.

However, she was no longer dressed in her Luna Cat costume. Instead, she was now dressed in a nearly perfect copy of Fleetfoot's Icarus costume. The only difference was that she wasn't wearing a helmet, instead having a white masquerade mask that had the same yellow compound eyes Fleetfoot had had. On the forehead of this mask was a white and blue coin, which had a butterfly on it along with a cloud right next to it.

At this moment, Fleetfoot was beginning to come around and as she looked up, she was amazed to see Trixie wearing a version of her costume. For some reason, it looked better on her then she had looked.

Trixie looked herself over, then back to see her beautiful butterfly wings. "Wow," she whispered, "this is amazing."

"Go Trixie!" Pinkie cheered, the others cheering as well whilst Devious just growled.

"You think flight with let you defeat me!?" He roared before thrusting his staff up and launching a stream of fire. But Trixie's instincts kicked in and she shot to the side, the flames flying passed her.

As she did that, she grabbed something that didn't appear to be their before swinging her arms around. This created a gust of wind and from it, a fencing sabre appeared in her hand that had a butterfly-styled crossguard. She swung the blade around, the air whooshing as she did so. She then shot down, moving fast as she instantly closed the gap between her and Devious.

"Get away!" He fired a bolt of lightning, but Trixie flew up to avoid it before swinging her sword around. This caused Devious to get a cut in his cheek, whilst Trixie spun around before dealing a flying kick right to his chest. The man roared as he was blasted backwards, causing him to land on his ice path and slide around.

Trixie took this moment to grab Fleetfoot and pull her over to the others. "Trixie!" Flash cheered as she reached them, "you look awesome!"

"Yeah!" Fleetfoot nodded, "I didn't know you could summon a sword." Trixie smiled before turning to Devious, who was picking himself up.

"Give up!" She told him, "you won't win this fight. Hand over the Radiant Dragon Medallion."

Devious growled, "NEVER!" He looked ready to start fighting, but noticed the others standing besides her. Rarity and Twilight were also awake, both ready to deal him a lot of pain. Flash activated his watch, ready to transform at the moment's notice. He was outnumbered. "This isn't over!" He slammed his staff into the ground, as a powerful blast of steam filled the air.

Trixie quickly flew up above the cloud, hoping to see which way Devious went. But she couldn't see any sign of him and when the cloud faded, he was gone. "How does he do that?" She flew down to the others, who continued to stare at her in amazement.

"Trixie," Fluttershy whispered, "you look amazing."

"Absolutely divine," Rarity nodded.

Trixie smiled, then turned to Fleetfoot. "I'm...sure there's a way we can give the Medallion back to you. Maybe if you're holding it when I renounce it." But Fleetfoot shook her head.

"No, I don't think I should have it." Trixie was amazed to hear this, especially after how much Fleetfoot stated she loved her powers. "I think it's best that you keep the Medallion. Having the power to fly and cast illusions is a pretty interesting combo of powers. Even if you can only use them one at a time."

"Are you sure?" Trixie asked, "you realise what this means?"

"Yeah," Fleetfoot looked up at the sky. "I'll never be able to fly again. Icarus will be no more." Everyone frowned, "but that's okay." They gave her a curious look. "Your friend, Sunset, said something. That being a hero wasn't all fun and games." They nodded, "I didn't realise that until now. When I saw you guys on TV, you made being a hero seem so easy. So when I got my powers, I thought I could be a hero without a problem." She sighed, "but it's not easy, is it?"

"No," Flash told her, "it's a lot of hard work and sacrifices. I've had to give up a whole lot so I could be the hero I wanted to be. Same for Trixie."

Fleetfoot nodded, "when that Devious guy caught me...I thought I was gonna die. I don't think I could handle living that kind of life. Knowing you're just one mistake away from losing it all." She turned to Trixie, "keep the Medallion. It's clear you need it more then me. Besides," she smirked, "that suit looks way better on you then it did me."

Trixie smiled and nodded, "thank you, Fleetfoot."

"No problem. Besides, you said I would have had to give the power up eventually. Better now than later, when I grew more attached to it."

Trixie nodded before taking off her mask, returning to her normal clothing.

"Hey," Flash tilted his head, "where's your other mask? And where did you even get that one?" The others were wondering the same thing, Trixie shrugging as a thought occurred to her.

"I...don't know." She looked down at the mask, staring at the Medallion on its forehead. "When I wanted to get away from the spikes, this suddenly appeared in place of my normal one and I was transformed. I don't know where my other mask is." She gulped, "I really hope my Luna Cat Medallion is okay." As she said that, the mask suddenly unleashed a burst of light. "Huh?"

Everyone was surprised by this, as the light faded to reveal Trixie's original mask. "What just happened?" Twilight asked.

Trixie put the mask on and transformed into her Luna Car form, looking herself over as she did. Everything felt normal. "But where's the other Medallion?"

"Well it disappeared when it bonded to you," Sunset pointed out. "Maybe it's being stored inside you like it was Fleetfoot. And whenever you need its power, it'll swap places with you Luna Cat Medallion. Just a guess."

"Huh?" Trixie tried to think, "Sky Butterfly!" And sure enough, the Medallion on her mask suddenly unleashed a light before being replaced by the new Medallion. Moments later, her suit transformed and she was back in the winged outfit. "Luna Cat!" She transformed again, swapping between the two forms again and again until she was comfortable she wouldn't have a problem controlling her form.

"Well," Twilight turned to Fleetfoot, "I guess this is the end of Icarus as a hero."

"Yeah," Fleetfoot sighed. "But that's okay, I'm sure this was the right thing to do. And I was able to help a few people in the short time I had the Medallion, so that's what matters." They all nodded, glad Fleetfoot wasn't upset.

"Don't worry," Trixie assured her. "Icarus might be no more, but Lady Masquerade will use her powers to protect many more. So in a way, you're still a hero." Fleetfoot smiled at this, nodding as Trixie spread her wings and took to the air.

Flash smirked and activated the Omnitrix, transforming into Firefly and taking to the air. "Come on!" He laughed, "I'm sure there's a few tricks I can teach you." He shot up and Trixie laughed, flying after him whilst Rainbow, Twilight and even Fluttershy all shared a look and nodded. They each grabbed their geodes and activated their pony forms.

Fleetfoot was surprised by this. "You guys have wings too?" They nodded, "why didn't you use these forms in the fight? They could have been useful."

"These forms are hard to maintain for long periods of time," Twilight explained. "Better to save them for when we really need them."

"Or for when we wanna show off how awesome we are!" Rainbow cheered before shooting into the air. Twilight and Fluttershy followed her and the three girls joined the others. Trixie laughed as she saw her friends flying around with her. With her new flight power, she was gonna be on a whole new level. And with it, she would continue to protect Canterlot and defeat Devious.

Three Medallions had been found, with two of them retrieved for Trixie. She just had to find nine more and retrieve all ten. It wouldn't be easy, but she had some amazing friends to help her pull it off.

Author's Note:

Trixie gets her new medallion and can now take to the sky. Her powers are growing stronger everyday. Will she get anymore by the time this story's over? You'll just have to keep reading to find out.

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