My little pony Adventures season 3

by Kayceejr91

Shade of the past

Down in the courtyard of Tambelon Castle, Flash Sentry, Cheese Sandwich and Soarin were training.

"Come on, com on.." said Flash waving the Blade of Shining Light about in the air.

The sword blinked on and off a few times like a nightlight, much to Flash's annoyance. Frustrated he shook the sword back and forth very hard, releasing a sudden blast of light.

"Whoa!" said Soarin, as the beam of light darted up into the air, just barley hitting him.

"Flash!" said Soarin Glaring down at his friend, "Watch where you're aiming that thing!"

"Sorry Soarin," said Flash looking embarrassed, "I just can't get the hang of this darn thing.."

"Yeah well, these Daggers ain't exactly working for me either.." said Soaring looking annoyed.

Soaring pulled out two of his Daggers of Swiftness, and tossed them into the air. Halfway mid-flight, the daggers suddenly changed directions and headed right back towards Soarin.

"YEeeIII!" said Soarin Ducking as the daggers grazed his mane.

Soarin glanced up at his new buzz cut, annoyed. Flash chuckled a bit.

"Guys, guys," said Cheese sandwich shaking his head with a smile, "Your going about this all wrong."

"Oh really," said Soarin glaring down at his friend, "What makes you such an expert?"

"Simple," said Cheese pulling out his Bazooka of Cheezyness, "Me and Boneless here are best friends."

"Friend?" asked Flash looking confulsed

"Boneless!?" said Soarin laughing out loud "You do realize it's an inanimate object right?"

"Oh but it's not," said Cheese, "It's a magical weapon made by Enbarr. Before you can master it, you've got to get to know it."

"Riiiiiiight.." said Soarin rolling his eyes.

"You've gotta embrace your weapon!" said Cheese hugging his Bazooka tightly.

"Huh," said Flash thinking about what he said.

"You've gotta sniff your weapon!" said Cheese giving his Bazooka a big whiff.

"Um okay," said Soarin looking confused.

"You've gotta lick your weapon," said Cheese giving the Bazooka a big lick.

"Um, Cheese.." said Flash growing a bit concerned.

"You've gotta wash the weapon!" said Cheese giving the Bazooka a bubble bath.

"You've gotta date the weapon!" said Cheese having a romantic dinner with the Bazooka.

"You've gotta be the weapon!" said Cheese pointing his Bazooka into the air.

Cheese Sandwich fired off his Bazooka of Cheesiness. Almost instantly, half a dozen fireworks blasted out the top of it and flashed brightly over the to of Tambelon castle, in a brilliant blast of yellow and orange.

Flash and Soarin looked up at the display happening before them, and then back down at Cheese. Both of their jaws had dropped wide open.

"And that's not all," said Cheese with a smile.

He tossed his Bazooka up into to the air. It spun around for a few moments, and then transformed into a one legged rubber chicken. Cheese opened up his shirt collar and caught Boneless inside of it.

"That's why I call him boneless!" said Cheese matter of factly.

Flash and Soarin watched in disbelief as Cheese trotted off happily with Boneless riding on his back.

"Can ours do that?!" asked Soarin.

"Um, apparently.." said Flash still confused by what he just saw.

"There you all are," said Thunderlane approached the three stallions, "The King and Queen need to see all of the royal guards right away."

"Um, Thunderlane," asked Soarin, "does your shield transform into a chicken?"

"No," said Thunderlane looking confused.

He reached out his hoof and Shield of the Lion Heart suddenly appeared with a lion's roar.

"It just appears out of thin air," he finished.

Soarin and Flash could not believe this.

---

We cut to the throne room. The royal guards and the castle staff were all gathered in a crowd at the foot of the royal thrones. Flash, Soarin, Cheese, and Thunderlane were at the front of the line. Standing at their thrones were King Nightlight, Queen Velvet, and Twilight Sparkle. Spik'n'Span approached to address the crowd.

"Fillies and Gentlecolts!" announced Spik'n'Span proudly, "It is my solemn duty to inform you that we have a very important dignitary visiting the castle today!"

The ponies in the crowd all began whispering amongst themselves.

"Let's hope this one doesn't destroy the castle!" whispered Soarin

Thunderlane suddenly stomped on his hoof.

"My lord," said Flash raising a hoof, "just who is this important dignitary exactly?"

"A Prince from the Crystal Empire," said Spik'n'Span excitedly, "King Svadilfari's grandson! And he's coming here as an honorary dignitary!"

"I didn't even know he had a grandson," whispered Soarin.

Thunderlane stomped on his hoof again, this time even harder.

"Fillies and gentleconts," said Spik'n'Span proudly, "It my deepest honor to present to you, Prince Shade of Northern Isles!"

All of a sudden a pitch black uniform, with flowing black mane trotted out in front of the crowd. He wore a long purple cape, that flowed down to his hooves. He down at the crowd of ponies and smiled.

"Hey guys look, it's Shade!" said Soarin.

Flash and Cheese looked at the pony on the stage in shock.

"Hey Shade, you old Jerk!" said Soarin waving a hoof, "What are you doing up there pretending to be a Prince!"

Thunderlane stomped on Soarin's hoof harder than ever.

"GAH!" cried out Soarin, "Thunderlane! Stop doing that!"

"Stop giving me a reason too!" growled Thunderlane.

Flash came up behind both ponies and covered there mouths, he then glared up at the all to familiar unicorn before him.

Later that day, Spik'n'Span presented Prince Shade to Flash.

"Prince Shade," said Spik'n'Span, "This is Flash Sentry, our captain of the Guard. He will be your guide around Tambelon Castle."

"Happy to have him as my guide," smiled Shade.

Flash stared at shade for a long time, not saying a word. He gave a small bow, as Spik'n'Span left, waving goodbye.

Flash began leading Shade down of corridor of Tambelon castle. He lead him deeper and deeper into the castle, until he was they were in an empty chamber with nopony else in sight.

"It's been a long time hasn't it Flash," said Prince Shade with a cocky smile.

"Not long enough," replied Flash turning to look at him, "You've got some nerve showing your face after what you pulled.."

The two stallion glared at each other for a long time.

Suddenly Shade began chuckling to himself. Flash tried to hold back a laugh, but he couldn't. Soon the two ponies were giggling like crazy, till they laughed out loud and rolled on the floor.

"Dog pile!" a voice cried.

Soarin and Cheese jumped atop of the two stallion, until they were all wrestling on the floor in a pile like they did as colts.

"Ahhh," it's good to see you guys again."

"Shade you old knucklehead," said Soarin helping his old friend up, "How did you con these ponies into believing you were a Prince."

"It's no con," said Shade, "I'm official now."

"An official troublemaker maybe," said Flash punching him on the shoulder.

"It's true," said Shade, "King Svadilfari welcomed me into the family."

"No fooling?!" said Cheese, "How did that happen?"

"It's complicated," said Shade rubbing his nervously.

"To think," said Flash, "a dirtbag like you, a member of royalty."

"You're one to talk," said Shade, "How'd the biggest thief in Tambelon become captain of the royal guard?"

"That's also a complicated story," said Flash.

"And what about you two knuckleheads," said Shade looking at Cheese and Soarin, "You guys captains too?"

"Ugh, more like royal lackeys," said Soarin rolling his eyes, "I swear, if I get chewed out by Thunderlane so many times, I'll lose my mind!"

"Well, that's all gonna change now that you're old pal Shade is here," said the black unicorn putting a hoof around both ponies shoulders.

Flash suddenly gave shade a suspicious look.

"Stick with me guys," said Shade, "Your talking to a prince! I send word to the Crystal Empire, and I'll have both captains as of Yesterday.

Flash and Soarin looked at each other with giddy smiles on their faces, "Eeeeeeeeeeeeeeeeeeeeeeeeeeee!"

"Shade.." said Flash with a stubborn look on his face.

The three stallion's looked at Flash curiously.

"..Could I speak to you alone for a moment?" Flash finished.

Shade shrugged ant trotted after Flash, leaving Cheese and Soarin behind.

When they were a safe distance away, they Flash spoke up, "What are you doing?"

"What do you mean?" asked Shade nonchalantly.

"I mean why are you making Cheese and Soarin promises you can't keep, again?" Flash stated pointing an accusing hoof.

"Flash, are you seriously talking about the last time we saw each other?" said Shade dismissively, "That's ancient history, I'm legit now!"

Flash frowned, and then slowly trotted away from Shade.

"Uh, Flash?" said Shade following after him, "What's going on?"

"Same old Shade," said Flash, "Always thinking up a plan, never thinking of the consequences."

"Where are you going?" asked Shade.

"To see Twilight," said Flash, "I wonder how she'll feel about our visiting dignitary, when she finds out he did a stint in the dungeon."

A panicked look suddenly crossed Shade's face, "Flash wait!"

Shade raced up to his old friend and halted him in his tracks.

"Your right, I was out of line back there," Shade explained, "Some habits are.. hard to break. Could you give me another chance, for old times sake?"

Flash looked at his friend for moment, and then smiled.

"Alright buddy," said Flash putting a hoof over his shoulder, "Come on, I'll show you around the castle.

---

Meanwhile in Twilight's room, the mane six were discussing the arrival of Prince Shade.

"My my," said Rarity, "I must say this Prince Shade is a rather dashing fellow isn't he."

"Eh, he's all right," said Rainbow Dash, "If you like that kind of pony."

"Well, he sure ain't Soarin is he Rainbow Dash?" said Applejack with a sly smile.

"What!?" said Rainbow Dash jolting upward, her cheeks flushed, "Why the heck are you bringing that pony up!?"

Everypony else in chuckled.

"He does seem like a nice pony," said Fluttershy, "What do you think Twilight?"

"Well I don't know," said Twilight, "I've only met him once before.."

"You've what!?" shouted everypony else in the room.

"Calm down everypony," said Twilight, "We just chatted a bit at the last Grand Galloping Gala.."

"Twilight!" exclaimed Pinkie Pie in a huff, "I'm ashamed at you! You're not two timing Flash are you?"

"What?!" said Twilight in disbelief, "Don't be ridiculous I've only met him one other time!"

Pinkie Pie eyed her suspiciously.

"I'm serious I barely know the pony," exclaimed Twilight, "I didn't know he was Svadilfari's nephew until today!"

"Gosh," said Fluttershy, "That's odd.. I wonder why nopony has heard of him until now?

---

"This is your target," said a menacing figure hidden in the shadows.

It was Charlatan the penguin kingpin of crime. He was sitting behind a large desk in one of his fancy offices. In front of him he held out a wanted poster with a picture of Prince Shade on it.

A grey haired pegasus in a Shadowbolt's jacket smiled up at Charlatan.

"Not a problem boss," the old stallion chuckled to himself, "The Shadowbolt's never fail on a mission.."

The old pony trotted out of Charlatan's office, and approached three pony's in Shadowbolt's uniforms.

"All right maggots listen up!" said the pony with a stern look, "You lot are the washouts of the Wonderbolts! If you want to make into the Shadowbolt's you're gonna have to complete this mission down to the last letter. Is that understood?"

"Yes sir Commander Wind Rider!" said one of the Shadowbolts giving a salute with her wing. From beneath her mask, a golden mane and a green smirking muzzle could be seen.

"This is your target," said Wind Rider waving out the the wanted poster of Shade, "Now go Ponies! GO GO GO!"

---

"And that pretty much completes the tour," said Flash. He was leading Shade across the outer walls of the castle.

"Wow buddy, you sure have come a long way since I last say you," said Shade. He gazed out over the castle walls and looked at all of Tambelon lain out before him, "I would kill to have a view like this."

"Well I'm sure you've got a great view back up North," said Flash putting a wing on his old friend's shoulder.

"Eh, not exactly," said Shade gritting his teeth, "Up there it's pretty much Ice, Ice, Ice everywhere you look."

"Well at least to visit the Crystal Empire," said Flash.

"Um, actually Grandpa Svadilfari doesn't like me to stray too far from the castle," said Shade scratching the back of his head nervously.

"Really," said Flash raising an eyebrow, "Why not.."

"Well I do have a bit of a reputation," said Shade smiling sheepishly, "Honestly, I'm surprised he let me visit you guys at all."

Flash looked at his old friend as he stared off sadly into the distance. Suddenly he began to feel sympathetic to his old pals plight.

"Everypony deserves a second chance," said Flash putting a hoof over Shade's shoulder, "I know I wouldn't be where I am today if Twilight hadn't given me one."

The the two stallions looked at each other for a moment and then began chuckling to themselves.

"Eh, I'm sure once your family sees how much you've changed, they'll be dying to give you another shot you old chucklehead," said Flash giving him a noogie.

All of a sudden, a large blaring sounded over the entire castle.

"Commander!" shouted out one of the Pegasus guards as he flew over to Flash and Shade, "The Castle is under attack!"

"Attack!? exclaimed Flash, "By who?!"

"Shadowbolt's!" shouted the guard.

All of a dark blue flash of lighting zoomed down the sky nocking the guard out of the air. Flash and Shade looked up to see three Shadowbolt's, one tall, one short, and one right in between.

"They're after me!" exclaimed Flash and Shade at the same time.

"They're after you?" the stallions exclaimed looking at each other confused.

"Shadowbolt's!" said the Pegasus in the middle, "Attack formation Alpha!"

The Shadowbolt's zoomed high up into the air, and then took a nose dive directly towards the two Stallions.

Flash quickly put a wing over Shade, and began leading the pony away.

"Why do you think they're after you?" asked Shade racing after his friend.

"Let's just say I ticked off the wrong guy!" said Flash glaring up at the Shadowbolts, "Why do you think they're after you!?"

"Er, well.. It's complicated!" replied Shade nervously.

All of a sudden several pegasus guard flew their way towards the Shadowbolt's. The Shadowbolt in the middle smiled up at them with a wicked grin.

"Short Fuse! You know what to do he said!" she said.

The smallest of the three shadowbolt's suddenly flew out of formation, and charged at the pegasus guards. One by one he nocked them out of the sky with a couple of swift kicks.

Flash glared at his old friend suspiciously, "What do you mean by complicated?"

"It's very complicated!" proclaimed Shade.

"Well then, un-complicate it!" retorted Flash.

"Rolling Thunder," shouted out the Shadowbolt in the middle, "Attack formation Delta, Sigma, Niner!"

The tallest of the Shadowbolt's grinned. She swooped and did a quick loop-de-loop, charging at both ponies and knocking them off their hooves.

The two Stallion struggle to pick themselves up from atop of the wall.

"Can we talk about this later," said Shade wincing in pain.

Flash glanced up at the three shadowbolt's soaring up into the sky. He could tell from their formation that they were about to do another nose dive.

"Shade," said Flash with a serious look on his face, "Do you remember how we dodged those guards back in Baltimare?"

Shade looked back at Flash, "Oh, I got ya.."

There was a bright flash of dark light from Shade's horn.

There he is said, said the leader of the Shadowbolt's pointing down at the Stallion in a dark purple cape. His hood was currently covering his face.

The three of them swooped down and quickly grabbed the pony up, leaving his friend behind. The pony in a guards uniform watched as the Shadowbolt's flew off into the great blue yonder.

"Flash!" a voice shouted out into the air.

Twilight, Thunderlane, Soarin, and Cheese could be seen racing down to wall to the pony in Uniform.

"We just saw what happened!" said Twilight in disbelief, "Is Prince Shade going to be okay?"

"Prince Shade is fine," said the pony taking off his helmet sadly.

Everypony gasped at the sight of Prince Shade wearing Flash Sentry's uniform.

---

High in the skies above Equestria a large dark blue blimp sailed across the sky. Within it a large casino was held with numerous rolling the dice and playing slots.

All of a sudden a large door opened revealing the proprietor of the establishment.

"Ladies and Gentle Creatures!" Charlatan Proclaimed, "Welcome to the Ice Storm Lounge!"

Every Creature in the Casino cheered, at the overgrown Penguin in a tuxedo.

"And now, for your humble entertainment," Charlatan explained giving a small bow, "I present to you, The Mares!"

A large curtain on a stage opened up revealing three familiar ponies, in elegant dresses.

"Good evening all you gentlecots, mobsters, creeps and crooks," Sunset Shimmer sang.

"Ponies all come after you, and still, you're off the hook," Starlight Glimmer continued.

"For those who scare and terrorize, it's time to change the course" Trixie Sang

"You thugs can simply call us, the one and only Mares of Horse!" all three sang together.

"Troubleshoes is big and strong!" Sunset Shimmer Sang

"To bad his luck is always wrong," Starlight and Trixie backed up

"Soarin's deeds are really swell!" Starlight sang

"But who will bring him out of his shell?" Trixie backed up

"Cheese's foes, they finish last!" Sunset Sang

"Too bad sometimes he's just too fast!" Trixie belted out

All three did a quick little dance and then proceeded to sing.

"Those silly colts can take you down of course" All three sang

"No one does it better than the Mares of Horse!"

"The one and only House" Trixie echoed

"Those silly colts can take you down of course"

"No one does it better, no one does it better than the Mare of Horse!

"Shining Armor has heroic traits," Subset sang, "that is when he's shooting straight!

"Hey!" said Starlight.

"I'm just saying..." sang Sunset

"Thunderlane's always courageous!" Starlight sang

"His little wings, less outrageous" sang Trixie

"Trenderhoof he has his moves" Starlight continues

"Becomes putty in our hooves!" All three sang

"Those silly colts can take you down of course"

"No one does it better than the Mares of Horse!"

"The one and only Horse" Two Gremlins shouted out from the crowd

"Those silly colts can take you down of course"

"No one does it better, no one does it better than the Mare of Horse!

"Flash Sentry swings his Mighty Sword, it never keeps the villains bored..." Sunset sang

Check out that armor slim and svelte, sure can make a mare's heart melt..." Starlight swooned

"He's always there to save the day, I'd like to see him come my way..." Belted out Trixie

"While Flash Sentry has his way of course," All three sang

"He'd do it better with the Mares of Horse!"

"The one and only Mares of Horse!" Trixie belted

"While Flash Sentry always seems to save the day,

"No one does it better, no one doesn't it better than the Mares of Horse!"

"Mares of Horse..."

"Neigh..." Sunset purred

The Audience cheered in amazement, several of the creatures whistling rudely.

All of a sudden a door bursts open revealing the Shadowbolt's.

"We got him Boss," said Lightning Dust taking her mask off.

Short Fuse, a stout orange stallion, and Rolling Tunkder, a skinny blue mare, carried in a large black burlap sack with something pony shaped inside.

"I told you Charlatan," said Wing Rider following behind his team, "The Shadowbolt's never fail on a mission!"

"Excellent," said Charlatan, sitting down at his table, "Bring him to me."

The Shadowbolt's dumped the stallion out of the bag and onto Charlatan's table. His face was currently covered by the hood of his long black cake.

Charlatan grinned for a moment at his capture, but then suddenly frowned.

"Um, Wind Rider.." said Charlatan gesturing the pony over.

"Yes Boss?" said the old pegasus trotting over with a smile.

"Refresh my memory," said Charlatan sitting back in his chair, "I asked you kidnap Prince Shade for me, did I not?

"That's right Boss," said Wing Rider puffing out his chest proudly.

"So tell me," said Charlatan turning the pony around, "Does this looks like Prince Shade to you?"

Charlatan quickly pulled the hood off the pony revealing it to be Flash Sentry. Every creature in the Casino gasped, except the Shadowbolt's who suddenly looked panicked.

"Flash Sentry!?" said Lightning Dust trying to spit out words, "But..I..You..How?!"

Wing Rider quickly jolted his head around and glared at his team.

"I should be very angry about this.." said Charlatan putting his flippers together.

"Now Boss," said Wing Rider sweating bullets, "There's no need for any.."

"..But I'm not," Finished Charlatan.

"It just so happens," said Charlatan clasping Flash around the neck, "That I have a score to settle with this Stallion. He's been causing me even more trouble than Shade."

"What's the matter Charlatan," gasped out Flash, " You don't like the smell of Compost.

A red hot fire suddenly burned in Charlatan's eyes.

"Boy's" said Chalatan snapping his flipper, put a muzzle on this pony."

To tiny penguins in matching tuxedos, grabbed Flash and put a muzzle over his mouth.

"We're gonna have a little fun with this Stallion," said Charlatan smiling wickedly.

Every creature in the casino laughed and jeered as the penguins took Flash away. Up on the stage Sunset, Starlight, and, Trixie gave each other concerned looks.

"Change of plans girls," said Sunset with a serious look on her face.

---

Meanwhile the Mane Six, the Stallions, and Spike were gathered on Trenderhoof's airship, as it sailed across the skies of Tamelons, Shade explained everything and how Flash had planned out the old switch-a-roo.

"And that's what happened everypony," said Shade.

"I should have seen that coming," said Soarin

"Looks like King Sombra wants Shade for something," said Cheese Sandwich

"Oh contraire, my friends," Said Trenderhoof at the wheel, "The Shadowbolts don't just work for Sombra.. They also worked for Charlatan, and given the direction that we're headed in, I'd say they're on the way to his fancy flying casino."

"Flying Casino!?" exclaimed the rest of the ponies and Spike.

"Eyuup." Said Troubleshoes "That's the main way the makes money, but heck if I know what he wants with Prince Shade?"

Soarin and Cheese glared at their former fellow street rat, who was begining to sweat.

"Prince Shade, an explanation.." Soarin said under gritted teeth.

Shade let out a large sigh, "Okay... Back before I was living in the Crystal Empire, I may have done a few things I'm not proud of.. And one time I may have gone to Charlatan's casion, and tried to rob one of his goons.."

"You tried to steal from Charlatan?" Said Twilight in shocked.

"Like I said," Chuckled Prince Shade nervously, "Not proud of it."

"Why would a Prince of the Crystal Empire need to steal," asked to Rartity

Bullets of sweat started to drip down Shade's brow.

"Who knows why Royals do the crazy things they do," said Soarin slapping Shade on the back a little too hard, "That's not important right now."

"He's right," stated Twilight, "What matter's now is figuring out how we're going to save Flash."

"And So we shell," Said Trenderhoof, "And I know just how we are going to save him."

As everypont else gathered around, Soaring whispered into Shade's ear, "That's the last time I'm covering for you.."

---

Back on the blimp Flash was holed up in a cell, his muzzle chained to the wall.

"How do i get myself in to these messes?" Flash said as he struggled to pull his chain from the wall.

"Psst." a sudden voice whispered.

Flash suddenly froze, losing his balance and falling to the floor. As he looked up he saw none other then Sunset Starlight, and Trixie dressed in black jumpsuits.

"We are getting you out of here," said Sunset

"You three, again!" Flash whispers back in amazement. "How and when did you get here?"

"That's not important right now," said Starlight, "Just stand back from the bars and we'll get you out."

The three unicorn mares then zapped the lock open and Flash was free.

"Thanks," said Flash.

Trixie opened up an air-vent, and the three Unicorns led him through it.

---

Meanwhile Trenderhoof's airship had almost reached to Charlatan's air casino.

"Okay guys," Said Trenderhoof confidently, "Here's the plan.. If we want to save our freind, we're going to have to do it Heist Style..."

"Heist Style?" asked Cheese.

"Trust me," Trenderhoof replied "I've been to this place more times then I can count. So phase one..."

We now see a fastforward with Trenderhoof narrating.

"Rarity and I will scope out the casino incognito.."

Every creature in the casino turned as Rarity and Trenderhoof entered the premise. Both were wearing eleganrt getups that Rarity had designed herself.

"Once we've located Flash, we'll inform the rest of you.."

The two ponies scoured the casino floor, until they suddenly noticed a large billboard. It read, "The Ice Storm Lounge is proud to present: Flash Sentry's Last Stand! Now on the Lito Deck".

"The target has been sighted" said Rarity into an earpiece.

Trenderhoof then spoke in his ear piece. "Prepare for phase two."

Trenderhoof narration continued.

"Next Double P and the Big Cheese will created a distraction, in their own signature style."

Back at the center of the casino all sorts of creatures playing slots and rolling the dice. Suddenly, the party pony duo appeared, popping out nowhere and leaping atot one of the roulette tables.

"Hey Every Creature!" shouted Pinkie Pie at the top of her lungs, "Listen to this!"

Cheese and Pinkie pulled a large amount of instruments from behind their backs, and began playing a loud and obnoxious Polka. All the creatures in the Casino began shouting and covering their ears.

---

Back in the air vents, the Mares of Horse would leading Flash sentry.

"Are sure you know your way off of this ship," asked Flash with a raised eyebrow.

"Trust me," said Trixie with a confident smile.

She opened another vent, popping out of the floor. She then helped pull her sisters and Flash out, into what appeared to be a large dark and seemingly endless chamber.

"You see," said Trixie, "Charlatan hardly ever uses this part of the ship.

"Leaving so soon?" the crime boss voice echoed said Sarcastically.

A large spotlight suddenly shined down on the four ponies.

"The Fun is just getting started."

The entire room suddenly lit up revealing the ponies were at the center of a large stadium. Up in the stands, numerous creatures hooted and hollered, many which they recognized. Charlatan sat confidently in large box, along with the Shadow Bolt's

Starlight, Sunset, and Flash all glared at Trixie.

"Like I said," shrugged Trixie nervously, "He hardly ever uses it.."

"Griffains, Ponies, and assorted beasts!" proclaimed Charlatan into a large microphone, "It's time for my favorite game in the casino, Racing the Ponies!"

Every Creature in the stand cheered, waving their tickets up into the air.

Sunset and Starlight took a closer look at their surroundings. To there horror they realized they were standing in the middle of a giant track, one that circled the entire stadium, with fences around it.

"Oh no," said Sunset with fear in her eyes.

"What?" said Flash still confused, "What's going on?"

"It's Pony Racing," said Sunset in horror.

"Pony What!?" asked Flash still confused.

"Pony Racing," explained Starlight, "It's a cruel sport that other creatures play where they force ponies to race each other money, while they make bets on who will win and who will lose!"

"Bu- Wha- Duh- That's Horrible!" expalined Flash Sentry, "What kind of Sick, Twisted, Monsterous creature would invent a sport where ponies are forced to race each other for money!?"

"Our Dad.." said Sunset, Starlight and Trixie all at the same time.

Charlatan suddenly raised his flipper, "Release the Chupacabra!"

Suddenly the floor behind the tree ponies began to open up, a large monstrous creature rising up from the darkness. It was a part canine, part Dinosaur, and part vampire. It was coved in dark blue fur yet also had dark purple scales. It's large yellow eyes glared at the four ponies as drool dripped down from it's razor sharp fangs.

"Oh, a Chupacabra huh?" said Trixie nervously, "Well, at least we've got nothing to worry about. I mean, these things only eat goats right?"

"Yes.." said Starlight started to back away, "But some times they prefer ponies.."

The large creature roard at all four of them with an ear shattering cry.

"Oh," said Trixie, "Well then...RUN!"

Flash and the girls began running down the track, trying to escape the creature.

Trenderhoof narration began again.

"Now knowing that over stuff pigeon...He's probably got some elaborate scheme to feed Flash to a giant creature...And he's going to want to have and audience watch as he does this!"

Twilight, Shade, Soarin, and Rainbow Dash enter the stadium dressed in trench coats and hats. All try desperately to blend into the crowd unnoticed.

"And It's Flash Sentry in the lead!" an announcer shouted, "Followed by Sunset Shimmer, who is neck-in-neck with Starlight Glimmer, followed by Trixie with the Chupacabra pulling in close behind!"

Twilight gritted her teeth, as she gazed down at the horrifying scene going down far below her.

"It is a good show, Eh!" said a familiar griffin pirate elbowing her confiedently, "It nice to see that Annoying Flash Sentry finally get what's coming to him!"

Back down on the track, a look of realization dawned on Flash Sentry.

"Wait a minute.. I have wings! Why am I running for?"

Flash Sentry stretched his wings and began to take off. Suddenly a bright flash of blue lighting zapped him, crippling his wings and forcing him back to the ground.

Twilight Sparkle looked over to Charlatan's box. The massive penguin was holding up his cane, sparks still flying from the top of it.

"And this is where it get's complicated...Charlatans cane is toped with a special gem that he got as a gift from the Storm King...This particular gem negates a pegasus' ability to fly, as well as taking unicorn's magic...Making any attempt at rescuing flash impossible...

...Which brings us to phase three."

Back at Charlatan's box to burly minotaurs were standing guard.

"Excuse me kind sir?" a small voice popped up.

The two large minotaurs looked down to see Spike in a large lollipop.

"Could I please meet Mister Charlatan?" Spike chimed, "I'm ever so much a big fan of his!"

"Beat it kid," one of the minotaurs said bluntly, "this is a private box.

All of a sudden the walkie talkie on the minotaurs built began to sound off.

"Attention all units! Attention all units!"

Back on the Casino Deck..

Pinkie Pie and Cheese Sandwich were dancing atop the roulette table, still playing their instruments at full blast. Guest all around them were screaming and running about in a panic, as they desperately tried to cover their ears.

A nervous penguin in a security guard uniform could be seen cowing behind a blackjack table.

"We need all units on the Main Deck!" the penguin shouted into his walkie talkie, "All Unit!"

The two minotaurs raced off immediately, leaving their post unguarded. Spike gave off a sly smirk, and quickly tossed away his lollypop.

Up in his box, Charlatan was watching the Pony Race with a large smile,

Suddenly Spike leapt up into the air and landed on his can, mouth first, swallowing the gem whole.

"Which brings us to phase four..." Trenderhoof narrated, "The secet weapon!"

High up in the rafters above the stadium, Fluttershty looked down at the scene below her with a scowl. Suddenly shed zoomed down to track below, landing right in front of the Chupacabra and gave it stare!

The Chupacabra suddenly halted in its tracks.

"¡Tú! ¿Quién te crees que eres, dando vueltas y persiguiendo ponis inocentes?" Fluttershy began telling him off (In Spanish), "Deberías estar avergonzado de ti mismo. Tengo en mente encontrar a tu madre y decirle lo que has estado haciendo, jovencito. Ahora deja ir a estos ponis y a mi amigo Flash, y nunca dejes que te atrape. haciendo esto otra vez. ¿Me entiendes?"

Translations.

"You! Just who do you think you are, going around and chasing innocent ponies?" Fluttershy began telling him off. "You should be ashamed of yourself. I have a mind to find your mother and tell her what you've been up to, young man. You may have huge teeth, and sharp scales, and eat goats, and spit acid. But you do not—I repeat—you do not! Hurt! My! Friends! Do you understand me?"

The Chupacabra looked at Fluttershy puzzled.

"Pero, ese pingüino gordo me obligó a hacerlo.. (But, that fat penguin made me do it..)" the Chupacabra said pointing to Charlaran

"Y lo siento mucho por eso. (And I am very sorry about that.)" Fluttershy responded

"What the!?" Charlatan said in shock. He glared over at Spike standing next to him who was just finishing eating his canel.

"Hehe," chuckled Spike nervously, "Want a bite?"

Just as Charlatan was about to grab the little Dragon, Thunderlane appeared. The stallion held out his mighty shield, and the image of the lion upon it roared, blowing Charlatan back.

Upon seeing this, Wind rider turned to his Shadowbolts, "Don't just sit there.. Get Them!"

Flash and the three unicorns stopped running, only to spot Lightning Dust, Rolling Thunder, and Short Fuse headed right four them.

"Phase five.." Trenderhoof narrates, "Twilight and Shade teleported onto the field.. With the help of Sorain and Rainbow Dash they with our target out in a Flash! Please excuse the pun.."

Up in the stands, Twilight and Shade's horns began to glow. With twin flashes of light they were suddenly on the field alongside Flash.

"What the heck?" said Lightning Dust.

Suddenly Rainbow Dash zoomed up from behind her and drop kicked her in the wings.

"Twilight!" shouted Flash as he ran to her and gave her a hug, "You and the guys are here!"

"Yeah, I guess we are..." Twilight said with a blush.

As Shade looked over at the two ponies he couldn't help but feel a little envious.

"What are we chop oats!?" asked Soarin as he tangled with Short Fuse and Rolling Thunder.

Flash then turned Shade. "I knew I could count on you guys to get out of a jam. Thanks."

"Um, yeah sure.. No problem," said Shade nervously.

Twilight then turn and saw the three familiar unicorn, "Starlight? Sunset? Trixie!? What are you three doing here?"

"For your information," said Trixie proudly "We're on a secret mission for Tempest Shadow,"

Sunset and Starlight face hooved themselves hedaring Trixie's loud mouth.

"Witch is no longer a secret" said Starlight.

"Well at least I didn't tell them about Tempest running the secret Organization called..." Trixie was stopped mid-sentence as Sunset covered her mouth.

"Ix-nay on the Ourse-Hay!" Susnset whisperedin annoyance.

All of a sudden more penguin guards entered the arena. The six ponies began fighting them off one by one.

"Why would be on a mission at Charlatn's Casion?" asked Twilight as she blasted a guard away.

"To save Prince Shade!" stated Sunset fighting off a guard.

"How did you know he would be here?" asked Flash swinging his sword.

"Because Charlatan has a bounty on him of over Five Million Bits!" said Trixie.

"What!?" exclaimed both Twilight and Flash at the same time.

The two ponies suddenly glared at Shade who was fighting off a minotaur.

"Okay.." said Shade tugging at his collar, "..So, I haven't been entirely honest with you.."

Flash Sentry threw a guard over his head, "So start Talking!"

Shade saw the guard heading in his direction and bucked him away.

"Okay, you know that thing I told you I stole from one of Charlatan's Goons!" Shade explained.

"Yes?" said Twilight levitating a few guards.

"Well it wasn't a goon, as it was Charlatan!" said Shade, "And it wasn't so much a thing, as it was the Saphire Stone that he got from Ahuizotl!"

"What!?" exclaimed both Twilight and Flash.

Both ponies jumped out of the way as several penguin guards tried to pile on top of them.

"I don't understand why a Prince would need to steal something that valuable?" said twilight as she blasted several more guards away.

Flash glared at Shade, "Either you tell her or I will!"

Shade grimaced, "Okay! I wasn't always a Prince! I started out a street rat before Grandpa Svadilfari's took me in! That's how I met these three knuckleheads!"

"Wait a minute!" said Twilight looking over at Flash, "You've met Shade before?"

"Yeah," said Shade, "Until these three ditched me!"

"Whoa, whoa, whoa!" said Flash freezing in mid swing, "We did not ditch you! You almost all arrested!"

"You were arrested!" asked Twilight, her eyes wide as dinner plates.

"No!" said Flash finishing off his swing, "He was arrested!"

"Only cause you abandoned be halfway through the plan!" said Shade blasting away another guard.

"You didn't tell us we were robbing Prince Blue Blood!" shout Flash as he knocked a minotaur unconcious.

"You tried to rob Prince Blue Blood!" said Twilight, her mouth gaping open in disbelief.

"He was a spoiled rotten brat with a solid gold carriage!" said Shade, "He wouldn't have missed those hubcaps!"

"Your missing the point!" said Flash, his Blade of Shining Light starting to glow, "There's a difference between stealing to survive and Grand Theft Auto!"

"You left me to rot in the Dungeon!" shouted Shade.

"You put yourself in the Dungeon!" shouted Flash.

"I can't believe you hid this from me!" said Twilight.

"That's all he knows how to do!" said Flash.

"Not him.. YOU!" said Twilight pointing an accusing hoof at Flash.

"Me?" said Flash in disbelief, "What did I do?!"

"Well for starters," said Twilight blasting away a guard, "You never told me that you knew Shade! Or that he was a thief! Or that you once tried to rob Prince Blue Blood!"

"I didn't try to rob him!" said Flash, "What part of that is so hard to understand!?"

Back up in the stands Charlatan was trying to fight off Thunderlane, when suddenly he heard screams from the crowd. The large penguin turned to see the Chupacabra climbing it's way over to his box, numerous creatures trying to flee from it's path.

As the Chupacabra finally reached Charlatan's box, Fluttershy popped up over it's head.

"Señor Lupe would like to express his feeling over you locking him up in a cage, and forcing him to eat ponies!" said Fluttershy with a huff.

The Chupacabra snarled at slashed his claws at Charlatan, throwing him up into the air and causing him to land on the track below. As Charlatan picked himself up he suddenly noticed Twilight, Flash, and Shade arguing with each other.

"I was trying to protect Shade!" shouted Flash.

"More like you were trying to protect yourself!" responded Twilight.

Charlatan signaled the three Wonderbolts, who were still fighting Rainbow and Soarin. Lighting Dust saw him pointing at Shade, and a wicked smiled crossed her face.

"He's right," said Shade getting in between Twilight and Flash, "Flash was trying to protect me. I'm the one who told him not to tell anypony. He wanted to tell you right from the start!"

Twilight looked from Shade to Flash in disbelief, her temper suddenly cooling. Shade suddenly blushed, unaware that his Blade was glowing brighter than ever.

"I've done a lot of shameful things in my past.." continued Shade, "And I was so ashamed of everypony finding out who I really was, that risked one of the oldest Friendship's I've ever know."

The three ponies smiled at each other. All unaware that the Shadowbolt's were zooming in on them.

"Twilight!" said Rainbow Dash taking note of this, "Look out!"

Flash looked up and saw Lightning Dust almost on them.

"Get down!" he said pushing himself in front of his two friends

All of a sudden of brilliant beam of golden light flew out of his Blade and blasted the Shadow Bolt's right out of the blimp and far far away.

Flash, Twilight, and Shade looked on in disbelief.

"I think I'm starting to get the hang of this thing," he said looking at his sword.

"Um, excuse me," said Sunset tapping Twilight on the shoulder, "I hate to interrupt this tender moment, but LOOK!"

The ponies all looked up to see an angry mob of creatures chasing Pinkie Pie, Cheese, Trenderhoof, and Rarity down the stands.

"We probably shouldn't have played that last number," said Pinkie Pie.

"Please tell me you ponies have a way to get out of here?" said Starlight.

All of sudden there was a large crash in the ceiling above.

"And finally.." narrated Trenderhoof, "..Phase Six...Our means of escape!"

Everypony looked up to see Trenderhoof's blimp with Troubleshoes at the wheel.

"Come on everypony!" shouted Applejack over the side of the deck, "It's time to hightail it out of here!"

"Great," said Soarin, "Now how do we all get up to that thing.

The Chupacabra suddenly leapt down in front of the ponies with Spike, Thunderlane, and Fluttershy riding atop of him.

"I promised he could come with us!" said Fluttershy.

Rainbow Dash, Soarin, Shade, and Twilight quickly hopped atop the beast.

"Come on girls!" said Flash, "We've got to get.."

He turned only to see that Starlight, Sunset, and Trixie were gone.

"This is no time for staring into blank space!" said Chesse picking up his buddy as he ran, "We've go to get out of here!"

The remaining ponies climbed up onto the Chupacabra as it leapt up to Trenderhooves' ship. An entire angry mob of assorted creatures shouted up at the ponies as they sailed from Charlatan's Blimp!

---

Back up in the air, things had calmed down quite a bit..

Fluttershy and Thunderlane were tending to the Chupacabra, while Rainbow Dash snoozed alongside Spike. Trenderhoof and Troubleshoes were arguing over directions while Flash and Shade simply looked out into to the distance.

"Well," said Shade, "I certainly dragged you guys into a world of trouble.."

"Eh, what else is new.." said Flash.

"I still don't know why you guys didn't tell me the truth about Shade?" said Twilight joining them, "Flash is judged him for it.

Shade looked ashamed, "I am truly sorry princess, I should never have deceived you.."

"Yeah I'm sorry to Twi," said Flash Sentry scratching his mane, "I was just to look out for an old friend, you know.."

Twilight chuckled, "Yeah, I can understand that.."

"So.." said Shade looking up at Flash, "Do you think I'll ever fully be able to earn your trust back?"

Flash smiled and put a shoulder on his old friend, "You already have buddy."

Dog pile shouted Cheese Sandwich as he Soaring landed ontop of the two ponies.

The four stallions laughed along with Twilight as they sailed away into the sky.

---

Back at Charlatan's Blimp, numerous penguins were trying to repair the damages caused by the ponies..

Up in the stands, Charlatan was assessing the destruction, when a hooded figure appeared out of the shadows.

"I must say, you put on an excellent show today.." said the figure in a deep menacing voice.

"A little to excellent," muttered Charlatan, "Things were never supposed to get this crazy.."

"I assure you I will be more than happy to pay for the damages.." said the figure.

"That's fine," said Charlatan with a sly smile, "So long as you promise to keep me in on your hostile takeover.."

The hooded figure turned to reveal to glowing green eyes beneath his cloak with blood red pupils. Purple mists seemed to span out from them.

"Give my regards to your son.." said Charlatan