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Sonic and the others made a hard landing after going through the portal, none of them prepared for the sudden change in their surroundings. Sonic pushed himself up first and asked, "Is everybody okay?" Everybody sounded off in response.

Spike looked around, seeing grass, dirt, small windmills, and bits of land being held up in the air by propellers. "Where are we now?" he wondered.

Tails said, "I think this is Windy Valley. But how'd we…?" He looked back over his shoulder at a small hill, seeing the portal they had come through floating above it. He stood up and spun his tails around, flying up to it, but it suddenly closed as he reached its level. He then noticed something sticking out of the ground behind where it had been and flew over to it, asking, "What's this?"

Sonic and the others quickly got up and followed the fox up, finding him examining what appeared to be three large discs embedded in the ground. "What'cha got there, Tails?" Sonic asked.

Tails, while looking the strange objects over, replied, "I'm not sure. It looks ancient, but I think it's some kind of advanced technology."

Sonic looked down at his side to see Twilight and Applejack trying to pull themselves the rest of the way up the hill and gave them each a hand for support. They nodded to him once they were all the way up and Twilight walked over to Tails, asking, "Advanced technology? How can you tell?"

Tails said, "Well, I've already found this panel on the side here, and look what you can see when I open it." The fox slid the panel up and Twilight saw that the inside of the disc was indeed crammed full of machinery. Tails continued, "These look like they've been here for a long time, but this is some really advanced stuff, kind of like the Black Arms' air saucers. They might even still work."

Rainbow Dash spoke, "We don't have time for you to get all technical, Tails! Get out the Warp Ring and send us back to that temple! We've gotta find our friends!"

Tails said, "I know, Rainbow Dash, but we can't overuse the Warp Ring. If we use it too frequently, it could burn out on us when we need it. We should…" He stopped in midsentence as he noticed something and everybody followed his gaze to see that a fog was beginning to roll in.

"Dude, where's that fog coming from?" Sonic asked.

"Why is there fog here in the first place? I thought this place was too windy for that!" Knuckles added.

"Wait… this is kind of familiar," Rainbow said as the fog floated around the hill they were standing on.

"What do ya mean, Rainbow?" Applejack asked.

The rainbow-maned pegasus turned to her and asked, "Remember when we went to get the Elements of Harmony from the old castle? There was a fog like this when we reached the bridge in front of it."

Suddenly, a silky voice spoke from within the fog, "You remembered, Rainbow Dash; how sweet of you. So surely you remember us as well." Everybody looked to the side to see three pegasus ponies in dark uniforms fly out of the fog, hovering a short distance away.

"The Shadowbolts!" Rainbow exclaimed. The three pegasi looked very similar to the ones that Nightmare Moon had appeared as, but each of these Shadowbolts had noticeable differences about them. The apparent leader of the Shadowbolts had a tooth that slightly poked out of her mouth; the Shadowbolt to her right appeared to have bat wings instead of regular pegasus wings and the Shadowbolt on the left had light blue feathery wings.

"Shadowbolts?" Sonic asked.

Before Twilight could say anything, Rainbow replied, "Supposedly, they're the best fliers in the Everfree Forest. When I was fixing the bridge so everypony else could reach the old castle, they appeared out of the fog when I mentioned that I wanted to join the Wonderbolts and tried to get me to abandon my friends!"

Tails looked at the Shadowbolts and noticed they didn't even flinch at the accusation. "Well, what are they doing here? We're nowhere near the Everfree Forest and we're kind of all together," he commented.

The lead Shadowbolt spoke, "How right you are, young fox. To be perfectly honest, we've been waiting for all of you. We have a proposal for you, for we are curious."

Sonic crossed his arms, "What kind of proposal?"

The lead Shadowbolt replied, "We challenge all of you to a race through this valley. To make it more interesting, it will be a tag team race where anything goes."

Rainbow grinned, "Sounds simple enough to me!"

Twilight spoke, "I don't know about this, Rainbow Dash. Something doesn't seem right here…"

The Shadowbolt leader asked, "What's there to worry about? If you win, you all get to go back to where you were. If you lose, you'll have to get back there on your own. It's that simple."

Applejack asked, "You sure about that? Ya ain't gonna go back on yer word if we win?" When the lead Shadowbolt replied that she wouldn't, the orange earth pony said, "All right, Ah'm in."

Knuckles spoke up, "Hold on! I'd just like to point out that, since we've got Rainbow Dash's tortoise with us, we have an odd number here! If we're going to be doing a tag team race, somebody's going to have to stay behind!"

Tails held a hand up to his chin and said, "Hm, you're right, Knuckles. And now that you mention it, chances would be kind of in our favor, seeing as there would be four tag teams to three Shadowbolts."

Sonic held up his hands, "Now hold on, everybody. I think we can work this out quickly and easily. I just need to know something." He looked at the leader of the Shadowbolts and asked, "When you say 'anything goes', do you really mean that?" The leader nodded, so Sonic continued, "So, say someone who was sitting this race out suddenly wanted to be a part of it; they could join in, right?"

The Shadowbolt leader made a gesture like she was rolling her eyes, but she said, "If they actually thought they had a chance of catching up, sure, whatever. Have you got any more pointless questions or can we get to the race?"

Sonic replied, "I'm good. Just give us a minute or two to work this out."

A few minutes later…

Sonic, Knuckles, Rainbow Dash, Tank, Applejack, Spike, and the Shadowbolts faced forward, looking at the ground track that the non-flyers would be taking through Windy Valley. Sonic was paired up with Knuckles, Rainbow Dash obviously had Tank, and Applejack had chosen Spike as her partner ("all he has to do is hold on tight," she had said). Tails, Twilight, and Scootaloo (who looked sad) were all still standing on the hill, watching as the racers got warmed up.

Once they were all ready, the Shadowbolts' leader spoke, "Remember, whoever makes it to the end first wins." Everybody (except Tank) nodded and lowered themselves to the ground. As he crouched down, Sonic turned his head slightly to look at Tails and gave him a knowing look, the fox nodding in response. The blue hedgehog then looked forward and, along with everybody else, shot forward when the Shadowbolts' leader said "Go!" Rainbow Dash, Tank, and the Shadowbolts immediately took to the air while Sonic, Knuckles, and Applejack took off running with Spike clinging onto Applejack's back for dear life.

Tails and Twilight waved to their friends and cheered for them until everyone was out of sight. Once they were gone, they ran over to the discs and stood beside them. After looking them over for a moment, Tails said, "These look intact, but I'll need to see the whole disc to know for sure. Twilight, can you help me pull these out of the ground?"

The lavender unicorn replied, "Sure thing, Tails." Her magenta aura surrounded her horn and that same aura surrounded the three discs, Twilight's magic pulling them out of the ground a moment later. She looked over them as she set them down and noted, "Wow, these do appear to be in good shape." She then looked back at Scootaloo and noticed that the young filly was looking in the direction of the race longingly. Twilight ventured, "Uh, Scootaloo? Are you okay?"

The young pegasus glanced back over her shoulder, giving the unicorn an indignant look as she said, "No, I'm not okay, Twilight! I wanted to be Rainbow Dash's tag team partner, but she chose her pet turtle over me!"

Twilight blinked, "Oh… right. Well, like you said, Tank is her pet tortoise. She probably feels more comfortable having Tank where she can see him rather than leaving him with us."

Scootaloo looked away and sadly said, "You know that's not the reason, Twilight. She's taken me under her wing, agreed to be like a sister to me, but she still chose her pet turtle over me because he can fly. It's as simple as that."

Tails spoke, "Maybe on the surface." Scootaloo looked back at the two-tailed fox to see him giving her a look that, while appearing to be calm, was completely serious. Before she could respond, Tails asked, "Is being unable to fly really the only thing that matters, or is Rainbow Dash so close-minded that she makes you think that's all that matters?"

Scootaloo looked confused at that question. "I… what?" she asked.

Tails said, "You know, ever since I first saw Sonic running, he's always been my idol. Fast, heroic, cool… those are the qualities I saw in Sonic, and even if I couldn't be as fast as him, I wanted to be just like him."

Scootaloo asked, "So? I want to be just like Rainbow Dash. What's your point?"

Tails replied, "I'm getting to that. Anyway, during our early adventures together, Sonic was always in charge and I was his sidekick. I was happy with that, but it wasn't until later that I realized just how much I'd been depending on him. When Station Square was in danger of being destroyed by Dr. Eggman, Sonic and I had been separated, so it was up to me to stop him. That was when I realized that I couldn't rely on him forever and there are things that I can do that no one else can. Understanding this and being myself helped me find the courage to stand up to Dr. Eggman myself, and in the end I realized that I could still aspire to be like Sonic, but I could also be a hero in my own right."

Twilight said, "That's a great story, Tails. Is that why you're… you know, who you are today?"

Tails nodded, "Absolutely. Sonic helped raise me and showed me all sorts of things, but until that time, I never realized that, if I just tried to be like Sonic, I would never be able to find out who I really am. I have to be the best I can be, and that means pursuing what I like to do, not just what Sonic likes to do." He then looked at Scootaloo and said, "That's what you need to do, Scootaloo. If you want to change Rainbow Dash's view of you, you need to show her you're not just another one of her fans. You've got to show her that, while there are things where you two are alike, there are things that you can do better than her."

Scootaloo asked, "But how? How can I do that?"

Tails gestured to the discs on the ground as he said, "Well, here's a good place to start. You may not have noticed that look earlier, but Sonic is taking Twilight's suspicions about this race seriously, and he wants someone to be ready with a 'Plan B' in case he or the others can't handle things. Maybe you can help me and Twilight figure these things out. Have you ever ridden or made anything of your own?"

Scootaloo thought for a moment before saying, "Well, I have a scooter of my own… And I once helped put a parade float together."

Tails smiled, "Perfect! Come over here; any help you can provide, I would really appreciate it." Scootaloo finally found her smile and ran over to Tails and Twilight, eager to help.

Soon…

Applejack scraped her hooves across the ground, coming to a stop just in front of a gate where the path seemed to end. The orange earth pony looked around, but aside from the leaves seeming to blow in an unusual manner past the gate, there was nothing to indicate where she was supposed to go. Looking up, she saw that Rainbow Dash, Tank, and the Shadowbolts had already flown on ahead. She growled, "Well, this is just great! Now what are we supposed ta do?"

Spike suggested, "Um, maybe those swirling leaves mean something?"

Applejack looked back at him and asked, "Like what, Spike?"

The baby dragon shrugged, "I don't know, look at them! Why would they…" Looking back over his shoulder, he saw Sonic and Knuckles approaching and called, "Hey guys!"

Applejack quickly got in their way and called, "Hold up, y'all! There's nowhere ta go beyond here!"

As they got closer, Knuckles called back, "What are you talking about? Of course there is!"

Sonic added, "Just watch!" Before Applejack could object, both Sonic and Knuckles leapt over her and Spike, going through the gate and landing on the invisible path the wind was making. Applejack and Spike watched with wide eyes as they followed the invisible road. As he and Knuckles passed by, Sonic called, "The wind is making this path! Just follow the leaves and you'll be fine!"

Applejack looked back at Spike and smirked, "Guess you were right after all, darlin'." Spike gave her a satisfied look at that; she then looked forward and said, "All right, let's get back in the race!" She took a determined, yet careful, step beyond the gate and her hoof touched the invisible path. Feeling more confident now, she did as Sonic suggested and followed the swirling leaves, soon reaching the end of the path. Once she was back on solid, visible ground, she ran as fast as she could; she wasn't about to fall too far behind Sonic and Knuckles, after all!

While Sonic, Knuckles, Applejack, and Spike continued through the valley on foot, Rainbow Dash and Tank had a firm grasp on the lead, keeping a reasonable gap between them and the Shadowbolts. She had to slow down a little so Tank could keep up, but it wasn't enough that she would risk losing her lead.

A short while after the race had begun, she looked back to see that the Shadowbolts were still trying to catch her and then down to see Sonic and Knuckles hanging back while Applejack and Spike brought up the rear. She then looked forward and closed her eyes as she grinned, "Heh, just as I thought! We've got this, Tank!" Her happy reverie was cut off when the wind around her began to pick up. "Hey, who's causing all this wind? And why is the sky starting to get dark?" she wondered.

Down on the ground, the others were starting to notice the sudden weather changes as well. "Ah don't like the look of this here weather!" Applejack called over the wind.

"Sonic, you've been here before! What's going on?!" Knuckles asked.

"Let's just say I think it's time to twist and shout!" Sonic called back. Before anyone could ask what he meant, the wind suddenly really picked up and they were all swept up off the ground! Up above, both Rainbow Dash and Tank were knocked off course and were pulled through the air along with the rest of the group towards a large tornado! The leader of the Shadowbolts smirked as everyone was pulled inside, both her and her teammates seemingly unaffected by the strong winds as they fluttered in place, waiting.

On the inside of the tornado, Knuckles, Spike, and the ponies were surprised to suddenly come into contact with hard ground. Sonic, while he did land a little hard, obviously wasn't as surprised as they were. Applejack, while clamping a hoof down on her hat, raised her head and yelled, "What the hay is this?!"

Sonic called to her, "Seems like this tornado is hovering around part of the valley! We're probably in its eye right now!"

Knuckles shouted, "That's great! So how do we get out of the eye?!"

Sonic pointed up and said, "We have to go straight up! There's less chance we'll be pulled back in that way! Come on!" Once everybody was standing up again and Spike was on Applejack's back, they all followed Sonic as he began to lead them up towards the top of the tornado. Luckily, the tornado had picked up some springs as well, so they made use of these to climb further up.

When they reached the end of the path, they found one final spring waiting for them. Upon seeing it, Sonic said, "There! We should be close enough to the top for that spring to get us out!"

Rainbow Dash started flying up at that, saying, "Okay! You guys do that; I'll fly on ahead and make sure there's nothing waiting for us!" Before she could reach the top of the tornado, however, the Shadowbolts suddenly flew in through the side of the tornado and intercepted her, the leader headbutting her in the stomach! As Rainbow wheezed at the sudden attack, the leader flew up and brought her hooves down on top of her head, sending the cyan pegasus back down to earth. Sonic managed to catch her and, after she recovered enough, she shouted up, "Hey, what's the big idea?!"

The Shadowbolts' leader shot her a smirk, "What are you talking about? I didn't do anything wrong."

Applejack forced Spike off of her back and ran towards the spring, shouting, "Yeah, right ya didn't! Ya ain't allowed to attack us!" She then leapt on the spring and bounced up towards the three pegasi.

Before she could even get up to their level, however, one of the two silent pegasi zoomed underneath her, causing her to look down. While she was looking down, the other flew by and punched her in the side of the face. The leader then flew down and kicked her in the back, sending her down the same way she did to Rainbow Dash. Knuckles caught her in his arms and looked down at her, asking, "Are you okay?"

Applejack looked a little winded after taking two consecutive hits, but she replied, "Ah'll be okay. Ah just can't believe they'd do somethin' like this!"

The Shadowbolts' leader called, "Have you forgotten already? The rules for this race are 'anything goes'. That means it's perfectly fine to attack the other racers." She then smirked down at Sonic as she added, "Yes, I DID mean 'anything'."

Sonic set Rainbow down as Knuckles did the same with Applejack. Rainbow then called up, "Oh yeah?! Well, don't think this means you've got us beat! There are way more of us than you; we'll be able to slip past you!"

The Shadowbolts' leader chuckled, "Oh, I doubt that, Rainbow Dash. You're the only one capable of flying here. The rest of them need to use that spring to get close enough, and your flying pet is hardly worth worrying about since, if it tries to get past us, it won't be flying for long."

Sonic noted, "You seem pretty confident."

The Shadowbolts' leader replied, "Indeed I am. After all, Rainbow Dash has no one to support her in the air and it'll be easy to knock the rest of you back down. Maybe if you had another worthy flier or a little magic or even just someone who wanted to help, you could get past… but you don't."

Suddenly, they all heard Tails exclaim, "That sounds like our cue!" Curious, the leader of the Shadowbolts looked down. And her eyes widened in shock. Tails, Twilight, and Scootaloo were coming up the tornado on the saucers they had been working on earlier! Before they could react, Tails suddenly shot up and slammed into the leader, pushing her up on his arm, while Twilight created a force field around herself as she hit one of the other Shadowbolts up and Scootaloo caught the remaining Shadowbolt on the side of her saucer. All three of them continued going up with the Shadowbolts, flying out of the tornado.

While everyone else (aside from Tank) looked up in shock, caught totally by surprise, Sonic simply grinned, "Way to go, Tails!" He then turned and ran towards the spring, calling back, "Come on, guys! Let's get out of here!" He then leapt on the spring and shot up towards the top of the tornado, everybody else following a moment later.

The spring was powerful enough to shoot everyone up out of the top of the tornado. After a several seconds of going up, they began to fall down, heading for a series of spiraling, aerial tracks. As he fell, Tails pulled up alongside Sonic. The blue hedgehog looked at the fox and held up his thumb as he said, "Awesome job, Tails! I had a feeling you guys could do it!"

Tails smiled back, "Hey, I learned from the best, didn't I? And Twilight and Scootaloo were a big help as well!" He then grabbed Sonic's arm and began to spin his tails around, saying, "Here, you can use this! I don't need it!"

Sonic grinned, "Thanks buddy!" Tails pulled him onto the saucer as the fox's tails lifted him off of it, Sonic moving his legs so he could ride it like a board. Twilight and Scootaloo, meanwhile, caught Spike and Applejack, respectively, on their saucers while Knuckles began to glide and Rainbow and Tank started to fly again.

As they began to soar over the aerial area, Twilight looked up and noticed three figures flying down towards them. "Look out, everypony! The Shadowbolts are coming back!" she exclaimed.

Knuckles growled, "If they're looking for a fight, they messed with the right echidna!"

Sonic said, "Let's spread out a little! You know, make it hard for them to stay together!" Everybody nodded and began to move apart, Knuckles gliding above Applejack and Scootaloo, Tails staying close behind Twilight and Spike, and Sonic, Rainbow Dash, and Tank moving away together.

The Shadowbolts broke apart too, their leader aiming for Sonic. Rainbow saw her coming and turned around in midair, flying up to intercept her. The cyan pegasus flew fast, but the Shadowbolt had little trouble dodging her while staying on course. Sonic looked back over his shoulder to see her coming at him and he grabbed Tank in his arm, moving to the side and letting her fly past him. The uniformed pegasus then flapped her wings as she turned around, moving up to hover in front of Sonic as she growled, "You… This was all your idea, wasn't it?"

Sonic just smiled, "Mm-hmm. What, you thought I was asking you what 'anything goes' meant for the fun of it? I try to take my friends' worries seriously, you know." The Shadowbolt growled in response and suddenly shot towards him, intending to knock him off of his saucer. Sonic simply let go of Tank, letting the tortoise's copter activate, and leapt over the tackle, keeping his balance as he landed back on his saucer.

Turning around, Sonic saw that the Shadowbolt leader had come to a stop and was now turning around to charge at him again. Sonic braced himself and, when she was right in front of him, brought his fist up in an uppercut, stopping her and knocking her back and up. It was at this point that Rainbow Dash came back around, tackling the leader from behind and pushing her down. Sonic thought to himself, "Looks like Dash can handle her. I'd better fill in for her and check on the others."

Not far away, one of the other Shadowbolts was flying alongside Twilight and Spike. He finally spoke, "There are no sources of energy in this valley. You used your magic to power these ridiculous contraptions, didn't you?"

Twilight nodded, "That's right. And it only required a little bit of magic to get them going at full capacity.  I must admit, I was surprised my magic had any effect on them at all. Pleasantly surprised, of course."

The Shadowbolt said, "Well, here's something that's sure to be far less pleasant!" He flew closer to her saucer and stomped a hoof down on the edge of it, causing it to teeter, which in turn caused Twilight's legs to skitter as she tried to realign it. While she was doing that, the Shadowbolt brought his hoof back and punched her across the face! She would've fallen off had Spike not seen it coming, as he did everything he could to keep her from being knocked off.

Once she was properly balanced again, Spike glared at the Shadowbolt and asked, "What the hay, man?!"

The Shadowbolt replied, "What are you getting all worked up about? You were already told that anything is allowed here."

Spike growled, "Why, you…! I ought to…!"

The Shadowbolt smirked, "Oh please. You're a little limited up here, seeing as you're nowhere near a stable footing. About the only thing you could do that wouldn't upset things would be to talk, and unlike your friends, words don't hurt me."

At his words, Twilight's horn lit up and her magenta aura surrounded her left saddlebag. "Is that what you think?" she asked as the flap opened and she levitated the book inside out. She then swung it at him, saying, "Well, what do you think now?!" As she spoke, the book connected cleanly with the side of his face, jerking his head to the side and knocking him away.

The Shadowbolt grunted in pain at the sudden action and shook his head. He then glared at Twilight and growled, "Why, you little…" Before he could finish, the book came flying at him and began striking him several times, seemingly punching him. He managed to recover and moved around the book, but before he could go after Twilight and Spike, Tails flew up underneath him and punched him in the side of his face.

Sonic could see that they had things under control, so he turned his attention to Knuckles, Applejack, and Scootaloo. Applejack and Scootaloo were helping Knuckles stay up, allowing him to land on and leap off of their saucer whenever he tried to attack the third Shadowbolt. And while he was having trouble landing a hit, due to the Shadowbolt being able to fly quicker than Knuckles could glide, Sonic noticed that Applejack wasn't arguing with the echidna. "Looks like between the temple, the race, and now this little scuffle, those two are starting to get along," he thought to himself.

Suddenly, he saw Scootaloo make a risky move. After Knuckles made another attack attempt and the Shadowbolt's back was turned to her and Applejack, before Applejack could move to catch Knuckles, Scootaloo leapt off the saucer, falling towards the Shadowbolt! The uniformed pegasus turned around in enough time to see her coming, however, and flew out of her reach! Scootaloo flailed her legs and was about to start screaming when Sonic suddenly flew under her and caught her with his arm, saying, "Gotcha!"

Scootaloo looked up at him and stuttered, "Oh, uh… thanks, Sonic."

The blue hedgehog replied, "No problem. That was a pretty risk stunt you just pulled." Scootaloo looked away, sure that he was going to lecture her. Instead he surprised her by asking, "You feel like giving it another try?" Scootaloo looked up at him and he smiled, "You had the right idea. That guy just caught on too quickly. So what do you say?"

Scootaloo looked up at him for a moment before nodding, "Yeah! I'm not ready to give up! I want to help too!"

Sonic grinned, "That's the spirit! Hang on!" He helped her up onto his right shoulder and then turned his saucer around, heading back for Knuckles and Applejack, who had resumed trying to hit the Shadowbolt after they saw Sonic catch Scootaloo. As they got closer, Applejack attempted to buck the Shadowbolt after Knuckles missed again, almost losing her balance when her legs met nothing but air. Taking this chance, Sonic performed a Boost with his saucer and the Shadowbolt turned to see him coming closer. He quickly flew to the hedgehog's right, but as he did, Sonic called, "Now, Scootaloo!"

The young filly leapt from his shoulder, saying, "I'm on it!" Seconds later, the Shadowbolt suddenly felt two small legs wrapping around his head, two orange hooves blocking his view. He began to flail, trying to shake Scootaloo off, but in the midst of his flailing, Applejack flew up and bucked him in the gut, knocking him away. Scootaloo let go as soon as the hit connected, landing back on the saucer while Knuckles, having landed on a nearby floating piece of land, sent him flying with an uppercut.

The red echidna was about to glide over to Applejack and Scootaloo when he noticed something out of the corner of his eye. Turning to look, he saw a portal floating above a sizable chunk of land that wasn't too far away. He turned and, while pointing with his fist, yelled as loud as he could, "HEY GUYS! THE FINISH LINE IS OVER THERE!"

Sonic looked where Knuckles was pointing and, upon seeing the portal, called, "Hey, not bad, Knuckles!" He then called to the others, "You heard the echidna, everybody! We've gotta get outta here!"

Rainbow Dash whined, "Aw, do we have to?"

Tails dodged a punch from the Shadowbolt and yelled, "Rainbow Dash, did you forget that we're supposed to be racing anyway?!"

Twilight, as she called her book back after using it to hit the Shadowbolt on the head, added, "Yeah, plus I don't know how much longer these discs can stay airborne!"

Rainbow sighed, "Ugh, fine." She then headbutted the leader of the Shadowbolts away from her and flew after the others, who were already making a beeline for the portal. Recovering from the strikes they received, the Shadowbolts regrouped and flew after the group.

Sonic landed first and hopped off of his saucer, heading for the portal. He stopped in front of it and stood to its side, waving a hand as Knuckles, Rainbow, and Tank landed first and saying, "Go, go, go!"  The three of them went through the portal, followed by Twilight, Spike, and Tails with Applejack and Scootaloo following them through. Sonic looked to see the Shadowbolts heading straight for him and quickly leapt through after his friends, the portal closing immediately afterwards and the Shadowbolts flying past where it had been.

The Shadowbolts came to a stop in midair soon afterwards and they hovered in place. The leader spoke, her voice drastically changing as she did, "Oh, for goodness sake! Twice now I've had to endure this, and they're still going strong! I'm not going along with this idea anymore if it means this is what I have to put up with!"

________________________________________

The group reappeared in a corridor back in the temple they had been exploring. Once they knew where they were, Rainbow Dash walked over to Scootaloo and said, "Uh, listen, Squirt… No, I mean, Scootaloo. You… well, you were pretty awesome back there. Not just with helping against the Shadowbolts; I'm sure you really helped Tails and Twilight out with their thing too. And I… I admit I was acting like a big jerk earlier. Do you think you can forgive me?"

Scootaloo smiled up at her idol and wrapped her legs around Dash's left foreleg, saying, "Of course I do, Rainbow Dash. Just… if I ask, give me a chance to show you what I can do in the future. Please?"

Rainbow draped her right foreleg over the young filly's back, saying, "Deal."

A short distance away, Spike patted Twilight on the side of her right foreleg and, when she looked down at him, said, "That was pretty cool, Twilight, using your magic to make those things fly, and then that thing with the book… though I have to say I didn't expect you to use a book for something like that."

Twilight replied, "Well, believe it or not, Spike, doing that allowed me to use less magic than I normally would to defend myself. Not to mention it was designed to be tough enough to endure that sort of thing. Good thing it's a hardcover book, huh?" They shared a light laugh at that.

Nearby, Knuckles shook Applejack's hoof and said, "You did a good job back there, Applejack. And thanks for helping me stay up in the air."

The orange earth pony replied, "Thank you fer catchin' me back in that tornado, darlin'. Sorry 'bout what Ah said before; you're a pretty reliable guy after all."

Watching all of this were Sonic, Tails, and Tank. Tails turned to Sonic and said, "Looks like everybody worked out everything going on between them after all!"

Sonic nodded, "Yep. Guess those Shadowbolts were good for something after all."

Tails asked, "Speaking of which, didn't they seem kind of… I don't know, really strange? Like the whole point of running into us was to mess with us?"

Sonic held a hand to his chin, "I guess they were kind of fishy… Oh well, I'm sure if anything was up, we'll figure it out sooner or later." Tails just gave a sigh at that. After a few minutes, the group got back together and they began making their way down the corridor.

When they reached the end of the corridor, they found themselves in the center of the ruins, standing on a short pathway with two small ponds on the sides. Sonic pointed to the end of the path and said, "Look!" Everybody looked where he was pointing to see four familiar figures underneath the mural at the end.

"Fluttershy and Angel!" Twilight, Rainbow Dash, Applejack, and Scootaloo gasped.

"And Cream and Cheese!" Tails and Knuckles exclaimed. Everybody quickly hurried down the path and up the small steps at the end. After examining each of them, they were all relieved to see that, although Cream and Fluttershy looked scared, they were all just frozen.

After a moment, Tails looked up at the mural and asked, "Hey Sonic? Up there… isn't that…?"

Sonic looked up and nodded, "That's right, Tails. That's Chaos up there."

Twilight asked, "Who's 'Chaos'?"

Sonic replied, "He's the one the Chaos Emeralds are named after. He used to be a regular Chao, just like Cheese here," he gestured to Cream's Chao friend at this and Twilight wrote it off as something she could ask about later as he continued, "but he was turned into a water creature when he came into contact with the Master Emerald. From that point on, he became the guardian of the Chao who lived near the Master Emerald's shrine."

Spike asked, "But how did he get the name Chaos anyway?"

Tails answered, "I don't know how he got the name originally, but I do know that when Chaos went on his destructive rampage, the emeralds became known as the Chaos Emeralds since they were connected to him."

Applejack asked, "Why'd he go on a rampage? Was it because of those emeralds?"

Knuckles spoke, "In a way." Everyone turned to look at him and he explained, "In the ancient past, the leader of my people's tribe wanted to take the Chaos Emeralds and use them against his enemies. When he led his men to the shrine, his daughter, Tikal, tried to stop him, but he refused to listen to her and pushed her aside, injuring the Chao that Chaos had been protecting in the process. Chaos was angered by this and took the Chaos Emeralds himself, using their negative energy to transform into Perfect Chaos." He gestured up at the mural and continued, "He destroyed most of my tribe in his anger and would've completely destroyed the world as well had Tikal not sealed both herself and Chaos inside the Master Emerald." He closed his eyes and sighed, "As far as I know, I'm the last of my tribe, maybe even the last of the echidnas…"

Twilight looked down and murmured, "Oh Knuckles…"

Rainbow Dash asked, "So what happened to Chaos? I mean, do you guys have any idea if he ever returned to normal?" Before anyone could answer her, a bright light suddenly came from the mural, blinding everybody.

________________________________________

When the light cleared from their vision, everybody found they were no longer standing in the temple. Instead, they were standing on a road in a destroyed city, water spilling out of some of the nearby buildings. "Huh?! What's goin' on here?!" Applejack exclaimed.

Sonic said, "Hey, this is kind of like what Tikal did. She was able to show us Chaos' story by warping us to specific points in the past."

Twilight gulped, "I hope that's what's happening here, because otherwise…" Everyone looked at her when she trailed off and then looked up at where she was looking. And Applejack, Rainbow Dash, Spike, and Scootaloo all screamed in shock while Sonic, Tails, and Knuckles looked surprised.

Above them, they could see Perfect Chaos himself, the seven Chaos Emeralds rotating around the top of his head like a halo. The water creature soon let out a roar and the emeralds were sent away, the blue Chaos Emerald landing nearby. Everybody watched as the emerald clattered against the road for a second before stopping and turning gray. Looking up, they saw Tikal looking up at Chaos. She spoke, "Look! He's absorbed the Emerald's power! He must be sealed in the Master Emerald, NOW!"

A new voice spoke up, "How can that help?" Turning to look, they all saw a slightly younger Sonic looking at Tikal. The Sonic of the past continued, "It won't change how he feels inside, will it? His heart will still remain in turmoil and his anger just won't vanish! He'll just be trapped forever!"

Tikal asked, "What choice do we have?"

Past Sonic was silent for the moment, but soon they all heard Amy call, "Hey, Sonic!" They all looked to see the pink hedgehog running towards past Sonic, who had said her name. She came to a stop and held one of the gray Chaos Emeralds out to Past Sonic, saying, "Here, take this!"

Seconds later, Past Tails and Past Knuckles showed up as well. "Hey guys, what's up?" Past Sonic asked.

Past Tails spoke, "Chaos only used the negative power of the Emeralds. Sonic, you should be able to harness their real power!"

Past Knuckles said, "As much as I hate to admit it, I think Tails is right about this!"

All of a sudden, people hiding in the damaged buildings began to chant and cheer Sonic's name. Above all the cheering, Past Tails said, "Negative forces aren't the only way to empower the Chaos Emeralds. Our positive feelings toward each other can make them work. Our hearts together form awesome power." Past Sonic held all seven gray Emeralds in his arms and, after a moment, a light erupted from within his body, forcing the time traveling group to cover their eyes. When they opened them again, Spike and the ponies all looked on in shock.

Past Sonic had changed into Super Sonic, his feet hovering above the ground and a yellow aura surrounding him. After a moment, Super Sonic rose up off the ground and began to fly towards Perfect Chaos. At that point, the world faded to white around the time traveling group…

________________________________________

When everybody's eyes opened next, they found themselves standing out in front of the old temple along with Cream, Cheese, Fluttershy, and Angel. Twilight looked around and asked, "What was that?"

Tails suggested, "Maybe it was Tikal, showing us a vision of the recent past. What we saw was when Chaos turned on Dr. Eggman after he was released from the Master Emerald and had gained the power of all seven Chaos Emeralds."

Rainbow asked, "But what happened to Chaos? And what was up with Sonic at the end?"

Applejack added, "That yellow form was on those windows in that dark hallway."

Tails explained, "That was Super Sonic, the form Sonic takes when he uses the power of all seven Chaos Emeralds. With the power of the Emeralds, he was able to defeat Chaos and calmed his anger. Chaos and Tikal then returned to the Master Emerald to live in peace."

Knuckles added, "The only time we see Chaos or Tikal these days is when the world is in great danger."

Twilight sighed, "Wow… That's a lot of information to take in."

Sonic said, "Well, don't dwell on it too much right now. We still have to save both our worlds from that weird monster, right?" Everybody looked at him and nodded. Tails then brought out the Warp Ring and activated it; the group then stepped through it, taking Fluttershy, Angel, Cream, and Cheese with them.

Seconds later, they were all standing in front of Fluttershy's cottage. As they watched, the color came back to Fluttershy's home and the surrounding area, the animals being brought back as well. Twilight, Applejack, Rainbow Dash, Spike, Scootaloo, and Tank (who had set himself down on the ground) all looked at Fluttershy and Angel expectantly.

A second later, color began to creep up the body of the cream-colored pegasus as well as Angel. As soon as she was fully colored again, Fluttershy blinked and then quickly looked around before dropping down and putting her hooves on her head, shaking. Angel also looked around in shock, but he soon walked over to Fluttershy and beat his hind leg on her side. Fluttershy soon raised a hoof and looked at him; she then slowly sat up and asked, in her soft voice, "Angel…?"

Everypony exclaimed, "Fluttershy!" The shy pegasus reeled back at the sudden exclamation, but quickly calmed down when she realized it came from her friends.

"Oh girls, Spike!" Fluttershy exclaimed, launching herself at her friends, who caught her in a group hug. The pink-maned pegasus sobbed, "I was so scared! It was so dark and scary and lonely! I'm so glad to see all of you again!"

Spike and the girls patted her reassuringly, Rainbow Dash saying, "It's okay, Fluttershy. You were just having an out-of-body experience, but you're back now. You're safe."

Applejack added, "Twilight, Spike, and I all had similar experiences, so don't worry, Sugarcube. You weren't the only one."

Fluttershy began to calm down at her friends words, but she soon perked up when she heard Cream say, "Thanks for saving me, Sonic, Tails, and Knuckles. It was scary in the dark but I tried to be brave." Fluttershy looked to see Cream standing in front of the trio with her Chao friend Cheese fluttering alongside her. Sonic was giving the rabbit a thumbs up, Tails had a happy look on his face, and Knuckles nodded to her while having his hands on his hips.

Fluttershy gave a loud gasp and suddenly broke out of the group hug, knocking her friends aside as she sped towards the new animals. She skidded to a stop in front of the group, everybody looking at her as she said, "Oh my goodness! You're all… I wasn't… Oh my!" She began to examine Sonic first, "You're a hedgehog, right? I didn't know hedgehogs could be blue! Oh my, your quills look so sharp! And these red shoes… they go so nicely with your fur!" She then moved onto Tails, "Ooh, you're a fox! And you've got two tails! Are you one of those mystical foxes that I've read about?"

As the shy pegasus continued her examinations, Applejack said, "Well, Ah'll be! Ah've never seen Fluttershy this excited ta be meetin' new animals."

Twilight shrugged, "Well, she was kind of like this when she first met Spike."

Spike proudly stated, "Yeah, but I was the first baby dragon she ever met. Except for that Chao thing, she's probably seen animals like those guys before."

Fluttershy was getting to Cream as Spike finished talking, "Oh, such a cute rabbit! Such long ears and what a beautiful dress! And you!" She turned to Cheese and reared up on her hind legs, grabbing the Chao with her forelegs before saying, "I've never seen anything like you before, but…" She then gave the Chao a big hug, "You're so cuddly and cute!"

Tails spoke, "Uh, hi. You're Fluttershy, right?"

The cream-colored pegasus gasped, releasing Cheese from the hug. She asked, "You can talk too? Can all of you talk?" When everyone nodded, Fluttershy held a hoof up to the side of her head and let out a soft "Oh!" before falling onto her back, unconscious.
Sorry about the long wait for this chapter. Between finals, moving out of my dorm, and just getting back from a mini vacation, I've been kind of busy. And since both Lost World and Windy Valley had a lot of storytelling potential and I couldn't stand to disappoint anyone, I had to have them both here. I hope that's okay with everybody. And be sure to point out any mistakes you see; I've been working on this for hours and I'm sure my proofreading skills have dwindled since I started.

The Twinkle Park idea I originally had wasn't as good an idea. The only really noteworthy scene I had in mind involved the house of mirrors Amy went through in her version of the level. Sonic and Tails would have seen their classic selves in the mirror and the ponies and Spike would have seen their G1 counterparts instead of their normal reflection (which could have led to a joke about Twilight's mother looking similar to G1 Twilight).

Anyway, proper chapter notes.

Knuckles following Tank is meant to be a reference to the ending of the Sonic OVA/Movie. You know, that scene at the end where everybody is watching the tortoise instead of paying attention to Robotnik/Eggman.

The first part of Lost World is based off of how the temple appeared in "Sonic X" while the rest of it is based on the actual temple from "Sonic Adventure".

Windy Valley has elements of both "Sonic Adventure" and "Mario and Sonic at the London 2012 Olympic Games" in it. The saucers the characters use are based off the discs used in the latter's "Dream Discus" event.

Twilight using a book to attack is a reference to her fighting style in the fangame "My Little Pony: Fighting is Magic".

Hope I didn't hint at too much with the Shadowbolts here...

The time travel scene is obviously based off of the cutscenes that play prior to the Perfect Chaos fight in "Sonic Adventure".

I hope I got Fluttershy down correctly. I was trying to capture how she reacted to meeting Spike in the first episode here, but I may have gone a little overboard here.

Anyway, that's enough out of me. See you all later!

Music:

Fluttershy's Cottage - www.youtube.com/watch?v=v2o5zK…

Outside the Temple - www.youtube.com/watch?v=S1i8ME…

Inside the Temple - www.youtube.com/watch?v=5tX-Um…

Escape From the Chamber - www.youtube.com/watch?v=lnLtsX…

Windy Valley/Meeting the Shadowbolts - www.youtube.com/watch?v=osPK9N…

Tails' Lesson - www.youtube.com/watch?v=ANYx4B…

Race Through the Valley - www.youtube.com/watch?v=LPxox6…

Battle in the Sky - www.youtube.com/watch?v=IjPal-…

Back at the Temple - www.youtube.com/watch?v=y2Z2kE…

The Past - www.youtube.com/watch?v=g0IAvi…

Fluttershy, Angel, Cream, and Cheese Restored! - www.youtube.com/watch?v=aUJdZZ…
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:iconomegamorph:
Was almost gonna call out that the Shadowbolt's were actully Nightmare Moon's illusions originally, but then I saw the foreshadowing for the reveal near the end.
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:icontailsxrosalina4eva:
Tailsxrosalina4eva May 28, 2012  Hobbyist General Artist
lol over-react much fluttershy? :squee: go fluttershy XD
Reply
:icondragonwar23:
dragonwar23 May 25, 2012  Hobbyist Artist
That race was AWESOME!!! I can't wait for the next chapter and it's also great to have Fluttershy back. Also not to sound rude but when's the next chapter gonna be up?


--
In the brightest day and in the darkest night,
No evil force shall escape our might,
When darkness falls and hope is lost,
Beware the power of Harmony's Light!
Reply
:icongreensonic21:
GreenSonic21 May 25, 2012  Student Writer
Don't worry, I know I'm taking longer than usual with getting the chapters up. I'm just so intent on making sure everything's perfect... Curse my attention to detail!

Anyway, in answer to your question, it should be soon. I'm getting close to 5,000 words, so hopefully it won't take much longer.
Reply
:icondragonwar23:
dragonwar23 May 25, 2012  Hobbyist Artist
It's okay just take your time, sorry If I was being impatient with you. I can wait

--
In the brightest day and in the darkest night,
No evil force shall escape our might,
When darkness falls and hope is lost,
Beware the power of Harmony's Light!
Reply
:iconsonicguy15:
Another job well done, next should be City Escape. It'd be hilarious to see RD's reaction to the G.U.N. truck with the saw blades and jet boosters. XD
You can even use this as part of the dialog.

"The hedgehog and pegasus looked down as the ground started to vibrate. "Whoa, what's happening?" asked Rainbow Dash. Before Sonic could answer her, a loud horn was herd from the overrise. Suddenly, a giant truck appeared from the rise and charged down the street toward them. Rainbow Dash screamed in horror. "Rainbow, we need to run!" yelled Sonic as he grabbed her hoof and ran down the step road. "What is that thing?!" Rainbow Dash asked. "That's a truck from G.U.N., and it looks like it wants to flatten us!" answered Sonic. She was surprised to see despite how fast Sonic was going, the truck was catching up to them. Then the truck activated 3 giant buzz saws on the end of mechanical arms. One came down on them but Sonic was just able to quickstep out of the way. "ARE YOU KIDDING ME?!!" screamed Rainbow Dash."
Reply
:icongreensonic21:
GreenSonic21 May 12, 2012  Student Writer
The truck, eh? Well, for the next chapter, I was thinking of doing a stage that, for this story, would have elements of both "City Escape" and "Radical Highway". Maybe the truck can make an appearance at the end.
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