He delved deeper into the forest, following the path of the stream. Ducking past aggressive Primals, and sneaking past any kind of over enthusiastic plants that thought he'd make for some pretty good fertilizer. By the time he'd reached the base of the pond, Luna's night had fallen. A glow originated from the center of the body of water, illuminating the shadows of the small fish beneath the surface. He made sure remove his jumpsuit, before diving in.

'Now where is it?'

An hour later, found the blond pocketing something before he began his travel back out of the forest.

"That took a while, but it was well worth it. I knew I'd find another one, but this one beats the one in my suit out of the water." He said, as he made his way across the Intensity Divide, before he heard something.

"You sure...Major...'re?" He someone's voice. Strange, he didn't think any of the residents even came into the Everfree. You know besides maybe Fluttershy...and Twilight... and the rest of their friends.

Why was this portion of the place dangerous again? Oh right! The wild Manticores, cockatrices, and especially the Timberwolves!

Whoever was in here was either brave as all hell, or dumb beyond their years. He really hoped it was no one he was-

"Come on snails! We just gotta find that Ursa and have Trixie banish it, so she can show us she's the best unicorn!" A VERY familiar voice that had him slowly turning his head in one direction.

"So we, uh, snuck out. Do you think our brothers are going to be happy with that?" Came the dull voice of what could only be Snails.

The blond facepalmed so hard, he was sure that his hand had left a mark, before he took off after the only possible duo of idiots in Ponyville.

/

Passing sites of familiarity did nothing for it. The only memory that might have incited any sort of emotion would have been the cave of its previous containment, and the large gaping hole it had jumped over.

Those incited rage beyond the comprehension of normal beings. Its eye glowed in the shadowy darkness of Nighttime in this portion of the forest. It had finally come to a stop, as it raised what was left of its nose. Allowing the smell of its prey settle on its olfactory senses, before it continued forward. Its tails slicing through any unwanted distractions, whether it be another living being or an inanimate object. Just as it made its way to a large moving body of water, its ears perked.

"WHAT ARE YOU TWO DOING HERE?!" A voice shouted in the distance.

The slit pupils for its one lone eye thinned, as a violet aura flickered over its body.

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~X~

The blond couldn't believe what he was dealing with, as he watch the two unicorn colts twiddle their thumbs as they looked down. They looked up, only to catch the blonds glaring blue eyes, before they looked back down.

"Kami I feel a headache coming on, I really hope you guys have a good reason for being here!" He said as he massaged his the bridge of his nose. The two just looked at each other for a moment before they started babbling out excuses in rapid order.

"Wejustwant.../WewantedTrixie..." They both started, and kept talking over one another much to the blonde's headache.

"Spikesaid/Ursatoprove/Trixie/Unicorn." They continued, before the blond put a stop to their reasons. With a held up hand they stopped talking, only to find themselves held up in the air a second later by the blonde's two tails.

Holding up to eye-level, he decided that he really didn't want to deal with this right now.

"No more talking. When we get back we're going to make sure this doesn't happen again. Am. I. CLEAR?" He allowed some energy to run to his eyes, as he kept both within his sight, the moonlight casting a shadow helped to emphasize his slit pupils. The rapid nodding of the two colts assuaged him little, but he got his point across. It was when he was when they started walking back that the adult of the trio, gave their surroundings a look. Eyes moving about as he took in the forest, keeping an eye out for anything that got too brave.

It was during one of these little checks that saw something. It was a lingering wavy trail of something, until he realized that it was energy. He had just pushed some of his own into his eyes, probably activating his magic sight. Which meant that what he was seeing was a trail. The purple looking haze traveled along the forest line behind him. If he was right, it looked like it was still a ways beyond the river.

~Play: Naruto OST Blind Animal~

...Something was wrong here. There was absolutely NOTHING that would come this close to the line between the Everfree's divisions. It was something that he considered impossible due to the fact that over the decade he'd been here, there had never been such an occurrence. With that in mind, he perked his ears up, and caught the sound of soft breathing, and froze. Snails took notice, while Snips crossed his arms and pouted in his own furry limb.

"Uh, Mister Naruto? We're going back to Ponyville, right? Why'd we stop?" Asked Snails, as Snips finally took notice. Naruto's eyes were looking down at the shadow of a passing cloud, as his ears stood on end.

"No..." The blond near-whispered, as his eyes stayed wide and transfixed, as far as they were concerned, on tails' shadows. Snips didn't care, and Snails liked the feeling of the furry on his body. He looked down at the shadow of the blonde's tails and did his best to distract himself. So he counted.

"One, Two, Three, Four...Five and Six!" He seemed pleased with this number, before his mind caught up to his lips, and he counted again. He also noticed that the two of the blonde's tails that held the both of the colts were much smaller than the four free shadows. Slowly blinking, he brought his gaze up to the moon and froze.

Up above on the very tops of the trees was a large shadow. Easily bigger than the school ground they played around in. It was smoky looking, but one fact that stood out on it was the lone glowing red eye, and shining white teeth.

Snips finally noticing that both others were frozen. One looking down, the other up. He decided to follow his friend's example and looked up. It should be summed up that the second he spotted the monster he screamed loud, after which everything was in motion as the group and the shadow moved.

The trio of Unique and two colts shot away, in a pulse of light. The blond pulling the two close to his own body, before putting on the gas. The distinguishable roar of the beast behind them, did little to calm their beating hearts. The two young boys let out screams of terror as they dodged around the various trees in the Everfree Forest. The blonde's mind was in turmoil, as he dashed on through the forest. Jumping every which way, never stopping for moment. Every moment spent on a surface was followed by a moment of dodging.

'Whywhywhywhywhywhy?!' He couldn't help repeating in his mind, as he jumped over a troupe of running Timberwolves. Leaping over head of them, the blond didn't stop moving. The Timberwolves just turned their head to watch the blond go, and such were not aware of their imminent destruction, as something sliced its way across the tree trunks. The next moment the section of the forest they occupied found itself demolished by sweeping shadows.

The blond looked behind at the creeping shadow of what could only be the Kyuubi with a grimace, before facing forward again.

This was bad.

REALLY Bad.

Hearing the screaming of two colts in his ears, made the situation all the worse. He needed to remove these two form the situation first before he did anything. So with a cross hand sign, he spun before flinging the two unicorns to his left, only for them to be caught by his rabbit and wolf based copies. They launched off towards Ponyville without a thought, leaving the lone blond to entertain the shadowy Kyuubi.

"Hey now, focus over here! You want a piece of me don't you?! Well come and get it!" The blond shouted. The shout caused the lone eye of the moving shadow to focus back on the blond with mismatched traits instead of the clones before its eye focused in on him with an eerie glow.

Naruto really hoped his clones could get the kids and the town to evacuate.

~X~

Back At Ponyville...

The town had been in an uproar. Sounds coming from the forest had awoken the town, and many were wondering what was going on inside the Everfree Forest. Mayor Mare was doing her best to try and calm the citizens, as whispers and murmurs were spread throughout the crowd. Most were wondering whether or not, some sort of monster had been released from Everfree.

"The Great and Powerful Trixie, demands to know what the hay is going on in this town! Trixie was having a nice dream and all of a sudden she hears roaring in midnight! What gives?" Announced a certain azure show performer. Statements and questions exactly like this had taken hold of the crowd in front of the Mayor's office.

"Mayor Mare! What's going on here? Why's the whole town in front of the Office?" Came the inquiry of an incoming Twilight Sparkle. Along with her was her assistant Spike and most of the rest of the Elements of Harmony, sans Applejack. The others looked worried, as they turned to the mayor for an answer.

"I don't know. It's silent one moment, then loud and roaring the next. I've been trying to calm the townsponies, but to little effect. None of them will stay silent long enough for us to retain some order. We're still trying to figure out what's going on, and it's coming from the Everfree." She said, as she pointed towards where a flock of birds took flight before it was followed by a large screech that shook the surrounding forest.

All those in attendance were made quiet by the sound. Some already trembling, while children were crying or pulling on their parents clothes to make the noises stop or to hold onto them. Rainbow Dash separated from the others to fly up with several other pegasi, to see if they could figure out what was going on.

Their eyes were blocked for the most part by some of the taller foliage in Forest. Every now and then though, there was a sight of something moving across the forest tops. It was seemingly white in nature, but it disappeared too quickly for those above to see. The darkness of the forest prevented them from seeing anything, though that was quickly becoming irrelevant when the next moment sprouts of light started to come out. Those lights would quickly race across the forest illuminating it some before being followed by explosions. The sight brought the pegasi back down to relay to those waiting below.

Rainbow touched down for a moment, before she was swarmed by her friends. All wanting an update to the current situation, though she told them to shut up so she could speak.

"Would all of you guys shut up for a moment?! *Sigh I don't what I saw out there, but there was definitely something in there moving. That and the fact that it can apparently cause explosions, doesn't make me think this is one of Everfree's normal guys." She relayed to the group of her friends minus Applejack, but plus Mayor Mare. With that said and done, she was about to help sort out the crowd before there was cry from within.

"There's something coming out of the forest!"

That line had sent the town into a panic, and barely anyone stood still long enough. The crowd went into a small frenzy as they seemed to be doing their very best to try and push themselves out of the crowd, only to end up in someone else's way. Watching all this go on, the Mane 5 and Mayor Mare couldn't help but feel helpless. At least they did for a moment before Twilight's eyes narrowed, her horn and hand glowed and let out a shout.

A shout that was echoed from within the crowd.

"That's enough! /Trixie's had it!" The shouts came out at once, before the whole crowd was caught by waves of magic from the podium by Twilight, a form it's center by a rather incensed Trixie. They all stopped in place, each of the unicorns letting out a breath, before looking to one another in surprise. It was at this time that whatever was coming out of the forest did, and it revealed itself to be a twin pair of familiar looking blonds.

"Naruto! Over here!" Pinkie Pie shouted to the blond Unique emerging from the forest. By the time he got to the square he dropped off the two unicorn colts to a pair of stallions that bore a resemblance to them. The clones walked up to the podium, before one went to the girls and the other began to discuss things with Mayor Mare.

When he had reached them, they had bombarded him with questions. Was he okay? What had happened? Why was he out in the forest with Snips and Snails? What was going on? What was in the forest causing all that noise?

He gave them all a look, before he noticed one of their numbers missing and asked.

"Where's Applejac-"

"What in tarnations is going on here?!" There was the southern belle accent he'd been hoping, and dreading silently, to hear. The others turned to see the Apple family coming up on her rear. Big Mac with Granny Smith and Apple Bloom on back, ran up to them with little difficulty, before setting his two family members on the ground.

"Applejack we wondering where you were." Rarity said, as the rest of the bearers of Elements of Harmony gathered around the Honesty bearer. Applejack replied with how her family had been one of the first to hear the roars and had gone on to quickly pack things up before rushing here. This explanation given, she turned towards the clone of the Unique, whose back was turned to the group. The awkward atmosphere between the two was palpable, but before anyone could comment on it, all attention was stolen by a slightly fearful Mayor Mare who the other copy of the Unique nodded to before he disappeared into flecks of blue energy.

"Attention, everypony! It's been brought to my attention that there's a serious threat heading towards the town as we speak." The announcement had brought the crowd back to near panicked status, but the magic still holding them kept them still. Nodding her thanks to Trixie and Twilight, she continued.

"I know everypony doesn't want to, but we need to evacuate the town for a while before we can get assistance from Canterlot to help deal with the monster, I mean." The Mayor spoke, before realizing her slip up. The mention of the word "monster" had done more than enough to the crowd's mentality, as they actually broke free of the spell on their bodies before going into a frenzy. The sight of her townsponies going crazy because of her own words filled the mayor with guilt. Watching as they disorganized crowd began getting aggressive in their fleeing.

The Harmony bearers watched on in shock as the townponies reduced themselves to desperate animals that did their absolute best to look out for their own. Some watched as few ponies, Like Thunderlane and Bulk biceps tried to keep crowd control but were soon overrun by the erratic citizens.

"This is horrible." Commented Fluttershy with a sad look, as she watched the townsponies run about. They reminded her so much of her animals earlier. Frightened and cornered, and doing their very best to find a safe cubby or hole to hide in. Twilight laid a hand on her shoulder, as she too looked out into the ensuing chaos of pony bodies, with a distraught look. She was quick to notice that Trixie, for all her bravado, was getting pushed around in the crowd herself. Unable to get away from the rush of bodies.

Strangely enough there were even a few ponies who had gathered around the azure unicorn. Shouting things, pleas for her to banish the monster and even some asking her to take them away from here with her magic. One after the other some more joined the group before the ponies of that group started fighting over who Trixie would help. It got to the point that some had actually started to threaten the poor mare that Twilight had seen enough.

She wanted to go and help her, but found herself to not be the only one because not a second later the form of Rarity rushed past into the crowds.

Doing her absolute best to maneuver between the townsfolk, before she got to Trixie. She felt the pushes and shoves, but paid them no mind as she reached the downed Trixie and the angry posse. With a quick move in between the group and lone unicorn, Rarity set herself up as a wall between the two. Noticing her barring their way they turned on her.

"What are you doing, she's going to take us outta here!"

"No she's not! She's going to go and take care of that damn monster coming towards the town!"

"Forget that! I'm not going to gamble my life on some random unicorn to try and save us. She's got transportation! 'm having her take me and my family outta here the first moment I get!"

"You, are you trying to get her for yourself?!"

"Who do you think you are?! We were here first so you better get your flank outta here before we get violent!"

With the crowd around her growing bigger Rarity began to sweat. What was wrong with them? Didn't they realize the more time they spent here arguing that the closer danger would get?

"You all need to calm down! You heard Mayor Mare! We need to concentrate on evacuating the town!"

"Don't feed us that bull!"

"Yeah you just want Trixie all for yourself!"

The very crowd she had come to stop going after the very unicorn behind her, had turned on her instead. The Element of Generosity backup with Trixie copying her movements, before the two found themselves between an angry crowd and a wall. Before the angry crowd could come closer they found themselves restrained by a light lavender aura.

"Rarity! Trixie! Run!" Came the strained voice of Twilight, as her horn and hand glowed in their direction. The two didn't get time to respond before they found themselves getting dragged by the hand by both Applejack, and Rainbow Dash. Trixie looked at the back of the farmer's head, who turned back and gave her a rose eyebrow.

"No talkin' right now. We need to get back to the group!" They continued on before finding themselves back with the others, with the addition of Scootaloo who was helped over by Spike.

The group huddled together with their backs to one another. They watched as the frozen group from before had come undone and turned their eyes on them. Right as they were about to be set upon by a mob of angry townsponies, they all stopped as a sharp whistle rang across the town. All movement stopped, as at the podium stood two figures. The Unique and one Pinkamena Diane Pie. The pink pony's hair while puffy had begun to straighten slightly, as she removed the whistle from her lips before gesturing to Naruto.

With the Unique taking the podium, he had a few choice things to say.

"What the actual FUCK is wrong with you?" He'd said this with a slow drawl, catching the attention of most of the angry mob-goers, who'd turned their madness his way.

"What's wrong with us?! What's wrong with you, you freak?! You wasting our precious time just to start yelling into a microphone?!" The insult washed over the blond like water on oil, as he focused in on that particular question at the moment.

"Oh I'm sorry, I didn't realize running around with like chickens counted as you being productive. Surely, that's the most important thing right now, huh? Or maybe it's attacking random unicorns out in the streets while there's a fucking monster roaming its way throughout the woods, getting closer to the town?!" His words were like a smack to the face of those in the crowd currently. The Element bearers, Trixie, Scootaloo and the Apple family just watched on as the blond verbally tore apart those down below.

At this point, there was silence as another ferocious roar erupted from the Everfree Forest. The town looked towards the forest, before turning back to the blond at the podium.

"What are we supposed to do?!"

"I don't want to die!"

"Will all you ponies shut up and THINK for a moment?! Ya ever thought about the option of, oh I don't know, GETTING OUT OF THE DAMN TOWN?!" Naruto shouted at them, before that one guy started up his shit again.

"You keep saying that, but what happens when it comes here in the middle of us packing up and moving huh?! What are you gonna do then?!" This caught the crowd as true and very possible. They turned back to the blond on the podium before he sighed at them. He pinched the middle of his nose, before giving them a dead stare.

"You say all that, but have you guys even for a moment wonder why you can hear all that noise, but it hasn't reached here yet?" He stated, to them as he walked around the podium. He continued on until he was standing in front of the same heckler from before. The stallion, Earth Pony being a dark purple with a black mane. He wore wire-frame glasses, and a button up shirt and jeans combo.

The blond swept his gaze across the crowd, who all looked away, before he focused back on the stallion.

"Right now, in front of you is a clone. Boss, the real ME, is out there keeping that thing occupied so you all CAN get your asses up and outta town!" The blond didn't need to look back, as he heard a shout of "what!" ring out behind him.

"Why should we believe you?! Maybe it's your fault that that damn thing is here in the first place!" This seemed to gain momentum in the townponies, as they all turned on him with anger. Insults, names whatever they could. He bore the gazes, the hate, in stride. The blond looked back as he saw that more than a few of those in the group behind him were getting ready to jump to his defense, before he shook his head in the negative.

He looked back at the angry ponies, before his gaze turned intense. The lines running down the side of the clones face, and the increase of light in his eyes caught them all unaware and they flinched, before he spoke.

"You're not wrong that I could be the reason that it's here. But guess what? Right now I'm the one fighting it and keeping it away from the town, so you have two options." He held up two fingers.

"You can either move out now, while you have the chance with it being preoccupied..." He ticked one finger.

"OR you can wait until I'm DEAD and be ready for it to come after you next. And let me tell you this, what's out there right now, isn't some princess who just wanted eternal night. Ha-ha, at least she wanted you all ALIVE." That caused them all to recoil back in horror.

"What's coming this way isn't going to care about royalty, race, wealth or anything. The second it's freed up its schedule it's going to come down to the closest place full of ponies like YOU, and do the same it probably will do to me. So tell me?" It was deathly quiet, by the time he was finished.

"What do you plan on doing?"

~X~

By the end of the blonde's speech most had all but, huddled together and shut up. Those in the element bearers group, just stood shocked and silent as the blond outright stated, that it was very likely he would be dead by the time things were over. None more so than the Apple family were struck silent by this decree, and none more than Applejack were as deeply affected.

The clone proceeded to walk back to Mayor Mare, before giving her the go ahead. He turned his back to the Mayor as she started delving out instructions to the citizens, who obeyed in almost terrified silence.

He'd turned towards the rest of his group and was met with what he'd expected to be the normal reactions.

"What the fuck was all that? What are you talking about you DYING, huh? Speak up Naruto?!" Finding his collar cuffed by none other than AJ, did little to make this easier. It was all the more difficult when the others started to pitch in their two cents on the matter. He heard it all, but shook his head all the same. He looked down into angry emerald eyes, before he looked over to Big Mac, and Granny Smith.

"Macintosh I need you to make sure that you get your family out of here." He ignored the way the fists clenching on his collar tightened all the more, seeing the red stallion expression tighten before he nodded, relieved him some. Though Applejack's fiery gaze intensified with each passing second.

Apple Bloom, Spike and Scootaloo watched the proceedings go on. Each of their expressions forms of conflict, that shouldn't have been seen on kids their age, as far as he was concerned. He turned his head towards Twilight's direction.

"Can you get a message to the Princess? I don't care how long, but if she can get here fast enough she may be able to do something about this. Possibly those Element of Harmony things as well." The shocked librarian barely had it in her to nod her head. Spike, already ahead of the game, was writing as fast as he could, before he finished it and sent it off. It was barely a moment later that a message was sent back. The drake was quick on the draw and finished reading the letter before relaying the message.

"She's on her way! But...She said it'll take at least 30 minutes to gather enough help and get here." The Naruto clone nodded to this, before his attention was brought back to the pony still in front of him. His eyes saw the clenched digits shaking, the hat shadowing her eyes. He let out a sighed, before bring an arm up behind and bringing her into a one armed hug.

Head tilted down and eyes closed, he spoke.

"Applejack, you need to leave with the others and get outta here."

"NO! You think you get to choose to do what you want huh?! Well guess what, Apples are stubborn and we don't listen easy!" The words were muffled by his shirt, but he understood all the same.

"This isn't something you guys can face! You guys may be tough, but the Kyuubi is tougher." The name caught interest, as vocalized Twilight.

"Kyuubi?" He nodded his head in her direction.

"Kyuubi, or honestly it's a Yonbi at this point. A nine tailed monster fox of mass destruction. A beast unlike no other. I've mentioned before that I've lived in the more dangerous part of the Everfree Forest. Well the Kyuubi is the top of the food chain there. If I had to be completely honest with you. It's truly only comparable to being on power scale as Princess Luna."

It was a statement said with such certainty that it caused the group as a whole to shudder. Twilight, ever focused latched onto any possibility of hope.

"But why is it here, now? You said it was top of the food chain, but what caused it to come now?" Food sources? Territory? Anything that could be useful was what she craved at that moment. The blond saw where this train of thought led, and shook his head in the negative once more.

"The Kyuubi ISN'T natural even to the Everfree. IT does not eat for any other reason than to grow stronger. It shouldn't even be out here right now, or anywhere specifically. We...Me and my teacher, we sealed it away 5 years ago. It should have taken at least another 5 years for the Kyuubi to have four tails again and be free. This is too early, and its form changed from what I remember it being. Purple instead of red, it's even got this whole shadowy thing going on with it, now."

"Heh...My master died to prevent it from coming back too soon, so that I might have found a solution to it, but I haven't and it's here now. Some student I turned out to be."

That caused them to look away, with Applejack flinching into his shoulder.

"Can't we just seal it again? I mean you guys did it once. What's to stop you from doing it again?" Rainbow asked, arms crossed. She didn't like where this talk was going, and with the state Applejack was in, trying to find a way for Naruto to cause the least amount of hurt to himself was the best way to knock her out of her funk. Naruto gave them a share, before he sighed once more.

"I know the method of how to seal again, of course I do. The problem is that the way we beat it the first time, to even get a chance to seal it is more than likely impossible right now. Originally we trapped it with a horde of magic-feeding Primals in the forest, but that won't work anymore." He explained, finally held AJ at arm's length, before he looked to all of them.

"I need you guys to get out of here. The forest isn't going to last long. Soon enough there probably WON'T be a forest anymore by the end of this." He said, as he finally let his arms drop from Applejack's shoulders, before he turned back towards the forest.

"You say that you'll hold it off, but what do you plan on doing?" Twilight got one last question in, before the clone dispelled. Naruto gave her an over the shoulder stare.

"What I do best...Survive." Were his last words, before the clone disappeared.

~X~

The blond ducked under a wide sweeping forearm, the bony appendage barely missing the tip of his hair as he ducked underneath, as it continued on to slice through several trees with ease The glove on his right hand lit up as two of the four lines that ran down the glove lit up a bright blue. The third line out of the glove's was slowly humming as it its dim glow started to become brighter and brighter, while the fourth remained faded. The spiky haired adult moved his body to the side, as the fox snapped its head forward, teeth bared. His eyes tracked the movement of the head before he swung his fist outward into its cheek. The blonde's empowered fist sent the face of Kyuubi in another direction, before he flipped backwards over the scything tails. Touching ground he crouched.

Holding onto BOLT with both hands, it sparked to life, before the blond lunged forward. His charge met air as the fox dodged to the side, before it twisted mid-air to swing two of its tails at his person. The blond was quick to hop over the moving appendages but found the wind pressure enough to blow him away from the vulpine. He spun away before landing on the side of a tree, before looking up only to meet the fist of the Kyuubi's left arm.

*Thawck!*

His body flew through the forest at insane speeds. The world around him was only able to be perceived due to him heightening his senses. He felt his body going through an array of trees, before he came to stop face down on the ground. He groaned, but didn't allow himself to stay down.

'Just a little more time.' He thought as his eyes flicked to his right hand. The glove's third line had grown in brightness, before it flickered in between glowing and not. It was after he turned his eyes back to the Kyuubi that he saw something that unnerved him.

The fox was looking away from him. Much more, its attention was on something that was beyond his sight and in the direction of Ponyville.

That was a big NO on his scale of things that should be.

"Hey ya dumbass! I'm over here! Oi!" His shout seemed to gain its attention for but a moment before it turned its head back toward the direction of Ponyville. He barely had time before he was hit with a pack of memories, and he blinked. Oh. Oohhhh~.

Shit.

The damn monster wasn't focusing on Ponyville, but was probably feeling the aspiring chaos going on in the town. That and the fact that the Princess (es), he hoped so much for the plural) was probably on the move and flaring up her magic power all the way from Canterlot.

It was at this moment that the fox let out a howl, before its form began to seemingly vibrate. Every fiber of its being would move in grotesque fashion, as a veil of shadowy aura reached over its form. This was all before it shot off in the direction of Ponyville! The blonde's eyes turned to pinpricks as he watched the beast speed out of the forest towards the town. The town full of bystanders trying their best to leave the place.

His mind was quick on the draw as he shot off after the damn thing. He sped through the forest, eyes illuminated by his own power, as they watched the Kyuubi move with horrid purpose. He couldn't let the fox get to Ponyville! At least not before he did!

So it was with this mindset the blond pushed himself forward, the lines shining down his body flickered in wisps before he blurred forward to catch the fox. The glove's first two lines seemed to do the same as his body ones, as the third was starting to shine brighter.

'Almost time!' He had a job to do first. His mind ran over the tactics he could manage at the moment, before he put one in action. His hands came together before all five of his clones fazed into existence, running beside him before they launched out at the Kyuubi in bursts of light streams.

The first of five aimed straight for the Kyuubi's middle. Launching head first into the shadowy form in the night, this Naruto's entire body glowed brightly before it exploded in a shower of blue light. The force of the explosion while doing little damage, disturbed the bijuu incarnate's balance. Seeing this the others aimed for several other points of contact before exploding in tandem, toppling the fox before it rolled to a stop into the forest floor.

It looked up just in time to catch sight of the original Naruto holding a large rotating sphere.

"Odama Rasengan!" The mass of whirling forces of energy aimed directly for his face, before making contact and exploding. It enveloped the 3 story tall fox's face, enlarging to cover three-fourths of its form before blasting it back into the forest. He gave little thought to sticking around before he busted his chops to the town

~X~

The evacuation was going, but slow moving. Families moved in droves down to any possible route of escape. The first thing to be loaded over was the trains. Being the fastest travel option, it was swamped with ponies trying their very best to squeeze onto it. Those choosing to head on over to Canterlot were many, but there were others who cared less about destination and instead focused on taking a train anywhere else but here. Appleloosa or Canterlot, they just wanted out.

Those who owned carriages were quick to make use of them. Many tried to hitchhike along with them, and many carriages ended up with possibly two to three families on each depending on size.

Others sought to just start running down the path to Saddle Lake. Most those going had pack plenty of their belongings, before going off the earliest next to the train departures.

The Mayor stayed behind to oversee the large movement of ponies. Many times was she suggested to leave, but just as many times did she deny them. This was her town. HER ponies, who needed guidance at the moment and the last thing she planned to do was leave them be.

Most others were either still packing or gathered in groups before going down into cellars or basements, hoping to wait out the oncoming attack.

The Elements of Harmony were situated by the main office building. They helped to provide guidance throughout the town. The Apple family loaned what carts they could to evacuators, and Miss Cheerilee was helping to administer help with keeping eyes out for children lost in the chaos.

Big Mac just looked on as the town moved. Eyes roaming over the motion of evacuation, as he watched his little sister and her friends helped move the evacuees out onto the right paths.

"You don't think anythin' bad'll happen, right Big Mac?" A small voice from behind said, as he looked back at a single cart occupied. Apple Bloom, Spike and Scootaloo sat inside the last cart, they weren't willing to part with should things go south. The dragon and pegasus had their own little skateboard and scooter inside as well, as they looked to him for an answer. He gave the trio a smile, and with as much bravado he could muster he spoke.

"Ah ain't worried about nothin'. Naruto is a tough guy. Besides remember that he's lived those woods for as long as he's been alive. He'll have no problem dealin' with whatever comes this way." He did his best to coax out a little optimism of his little sister, whose only reply was a small weak smile. While not what he was hoping for, it was the best he could hope for at the moment and he turned back to the vision of Ponyville's central plaza.

His eyes moved over the moving crowds before they fell on the pale blond hair of a certain wall eyed mare, fluttering in the air. She looked left and right in worry, as she moved about. He decided to call out to her.

"Ms. Hooves!" He waved her down. The mare seeing him, flew on over before landing. She looked decidedly worried.

"Hey Big Mac, I could really use your help right now! I can't find Dinky and I'm afraid she might be lost in the crowd somewhere!" Ditzy seemed pretty frazzled, and it was only now that he noticed that her daughter was nowhere to be found. He turned to the side in search of one of his sister and her friends, but was coming up short. They all seemed to be swamped with trying to bottle the citizens to safety. As he was looking out for them, he didn't notice that Spike was looking out into the crowd with a determined expression before the drake jumped out of the cart, before zooming off on his board.

"Spike, what in tarnations are ya-Scootaloo?!" Mac looked on as the two began to pull away on their mini-modes of transportation.

"BM we'll go and see if we can find Dinky!" Yelled Spike as he hopped over a line of ponies before grinding off a roof down into Ponyville. Scootaloo wasn't that far behind as she prepped her safety pads, before revving up her scooter.

"We'll do our best to find her Ms. Doo!" Was all that she said, before she sped off into a different direction than Spike.

Apple Bloom looked every which way, as her two friends still in Ponyville ran off to go and help out in doing something. Here she sat, useless as everyone else was off doing their very best.

She'd looked down for a moment, before she felt the cart start to shift, before it started moving. She looked up as Ms. Hooves was now in the cart and Big Mac started pulling them throughout the town. His eyes focused as they moved every which way. Ditzy was also doing her best, as she shouted out for her daughter at every opportunity she had.

Seeing all them working so hard, pushed her into going along with Ditzy and calling out for Dinky as well.

~X~

Naruto had finally broken through the barrier that separated the forest from Ponyville and saw the sight of the town moving to evacuate. He stopped for a moment, before he was running around through the town. He took notice of the fact it was far emptier than it used to be, and he was happy to note that if anything it seemed like the evacuation was all but complete.

"Naruto!" Came the voice of Spike, as he skated down the path to the blond, much to his confusion.

"Spike! What are you still doing here?! Wait. Oh kami, this means that the others are still here too aren't they?!" He wanted to pull his hair out, as drake caught up to him.

"Me and the others were helping the town evacuate. The last few ponies are being shuffled out of here to the Lake as we speak. The others and Mayor Mare are by the central plaza."

"We need to go, and tell them to leave now!" The blond didn't wait. Spike barely had enough time to grab his board before the Unique had whisked them off towards the center of town.

"What's going on?! I thought you said that you were keeping it busy!"

"I was! Things changed though. The Kyuubi's heading to town whether I like it or not!" The statement caused the drake to pale, as they moved on to the main office building.

~X~

The group had gathered in front of the podium, giving in the last few reports on the situation.

"All things are set to go Mayor Mare. All ponies evacuated a jiffy and a half ago." Pinkie Pie announced, much to the mayor's relief. She, the element bearers, and Big Mac had been the last few to stay behind. With Apple Bloom and Scootaloo having been sent onward to the lake with Granny Smith, Spike had chosen to stay behind, reasoning that he was the only one with a direct link to the princesses.

"So all we need to do is get Spike and leave." Stated Twilight, before she heard the sound of her assistant's/little brother figure's voice calling out.

"That's everypony, Twilight!" She and the others looked out to see the sprinting form of a Naruto, with Spike in hand.

"Spike! Naruto!" The group were shocked to see the Unique. Much less the blond with the drake under arm. They took notice of thee blonde's state of attire, as his signature blue and orange jumpsuit, looked frayed. The blond himself was sporting a mark along the right underside of his jaw, but paid it little attention.

~Play: Naruto OST - Crimson Flames (Kouen)~

"Naruto! I thought-" Applejack started, but the spiky blond cut her off.

"You guys need to go now! There's no time to explain, we gotta get outta here while we have the chance!" He barely got that out, before he was interrupted by a belch from none other than Spike. The young dragon let out a small flame before a scroll dropped into his grasp. Opening and reading it over, he relayed the message.

"The princess says that the preparations for the evacuees have been made and that she...Sent the Elements of Harmony?" The dragon said, before he ended up on the scale of confused. What did she-

"We are glad We made it in time to help, Elements." A familiar voice rang out, before those gathered watched as the form of Princess Luna appeared within their midst. They all watched as she presented a box of oak, carved with gems on the side. A second later it opened to reveal none other than the Elements of Harmony. Each of the mares picking up their title, before adorning it on their person.

The princess of the night turned her head to the male Apple farmer and mayor, before bestowing some wisdom upon them.

"We believe that it would be in thou's best interest to leave like the rest of Ponyville's population."

The Mayor and farm stallion looked to each other with complicated expressions, before the weather team captain and librarian spoke up.

"Big Mac, you need to go and keep an eye out for your family. They're not going to be able to stay calm without the big stallion of the family around with them. I'm pretty sure that Scootaloo is with them as well, and I hope you can do me a solid by keeping an eye on her too." Spoke Rainbow Dash, as she locked eyes with the red stallion.

"Mayor Mare, with all due respect I think you need to go as well. The rest of the ponies need your guidance now more than ever. Especially after everything settles down when this is done." Supplied Twilight. Banking on the mayor's sense of responsibility to convince her to leave.

Big Mac locked gazes with Rainbow for a moment longer before nodding his head. The quick hug that accompanied the confirmation did make him feel a little bit better about the situation.

"Okay, but make sure you all come back. That means you too Mr. Naruto. I want ALL my citizens back to town once this is all over." The mayor state, before she and Big Mac took off down towards the Saddle Lake, leaving the rest of them.

Those of Equine nature, which were left behind, looked to the pair of the Unique and Princess looking out into the forest. The blond of the two looked back at them, before he sighed.

"*Sigh* I really wish you'd guys had taken my advice and left while you had the chance," the blond said, as he ran his hand through his hair. He really didn't want ANY of them here.

"That's not fair! We've got the Elements of Harmony! With a little "boom", "bang", "zap" we'll have this problem done in no time!" Pinkie made gestures and acted out each of the onomatopoeia with gusto. He gave her a flat look.

He looked down as a shadow of a cloud passed over the moon. Moving about at a slow pace...Before it seemed to separate into three slowly but surely growing dots. His face scrunched, before he looked up at the moon. His face slowly changed from confused to shock before he went into motion.

The Mane 6 were shocked when they found their male blond friend clone's grabbing each of them underarm, one with both Spike and Twilight, before a shout of "MOVE!" was heard, voiced by the princess of the group. Not a moment later of intense vertigo did the sound of an explosion go off. The Elements of Harmony, the ponies themselves, found their original position had been occupied by a rather large cloud of dust and broken earth. They got to their feet, as they began to get ready for battle. Naruto and Luna, were the weird ones out, as they looked startled by what had landed.

The blond couldn't help but think that the universe really hated him at that exact moment, as the cloud receded and revealed to all present their opposition.

The first was a Cylem. Best described as a giant rock, multi-segmented horizontally on its main body that was in the shape of a giant sphere. Various uneven partitions of rock, ledges and spikes jutted out at numerous angles, and large arms made up arm-shaped groups of segmented rock balls. Its stubby legs seemed to be thick cylinders that ended in circles. The main center of attention for it was a pyramid that acted as its head. In the center of what could be its face was a triangle for where its eye was, with a red pupiless iris in its depths. The coloration on the Cylem was almost pitch black. With shadowy purple being the only way to differentiate it's odd angles and shapes.

Next was what could only be a giant bird. Colored almost exactly like the previous monster, its differences were that its body was distinctly avian. With a wingspan that could probably envelop the main office building from left to right, it bore yellow shining marks on its under-feathers. Its form flickering with fiery shadows, and two glowing yellow trapezoids that possibly worked as eyes, it painted a majestically terrifying foe as the shadowy phoenix let out an ear shattering screech.

Last, but unfortunately not least, was the Kyuubi itself. The shadow aura that had first appeared over it, had seemingly lifted. Its full true form revealed to the world. The eyes of those not used to seeing a grotesque display of the nature of the fox were quick to cover their mouths, lest they lose the contents of their stomachs. Fluttershy almost looked physically ill at seeing the damage that had ravaged the Kyuubi's form, as if she would have made a beeline towards the injured monstrosity.

The veil of shadow being dropped showed the truly desolate state the fox was in. With no cover, they could all see the amalgamation of flesh, muscle, fur and skeleton that made up the Kyuubi's form. With the head being a mix of barely there skin, and the muscle-y flesh underneath, with only one eye left on the flesh covered side. The main body was seemingly just pure, open to the world, muscle flesh. One could see the ligaments connecting the spine to the muscle, with the vertebrae of the spine being enlarged to a point that the tips on the back of the spine seemed more like spines. The legs and arms were basically bones, some fur thrown around here and there, with sharpened edges that made some wicked looking claws. The bones held together by tendons and ligaments strung around. Last, but certainly not least, were its tails and colors. The first three were normal looking, with the fourth looking the same in shape but was transparent. The main color of the whole thing lavender not unlike Twilight's own causing the librarian to huddle backwards and shiver.

Eyes tearing up to the point of causing her vision to blur, Fluttershy was a few seconds away from rushing towards it, before she was stopped by locking her eyes with it.

Many didn't truly understand how Fluttershy's talent with animals was translated by her Cutie Mark. Though many came to see it as her just having an increased affinity with the lower sentient furry critters.

Many would be surprised to know that it kind of was that simple. They just didn't realize the very depth of the connection said affinity had. To Fluttershy, she could rarely say she could glance into the souls of animals. Much less, she wasn't so arrogant as to assume that she could calm every animal, if she could the Timberwolves would be a nice addition to her cottage.

No it was more that she gained an understanding of the animals from taking in their "natural state". Timberwolves, for one thing, were like a string of instincts laced together with wood. Magic given form in dead wood, but that was easy to understand. They weren't all normal, and the depth of their instincts were surface deep at best, with nothing underneath.

The Kyuubi was different. She "saw" what could only be negativity surrounded by a form given layer of HATE. Then at the core was hunger. HUNGER of a form that sort to destroy her being and assimilate it.

So it was with much certainty that Fluttershy could very well see the "fox", because there was no true term to base it on, for what it was.

A Monster given flesh. The very definition of what it meant to be in-equine.

The others weren't faring too well, but were quick to take steps away from the bijuu, and its compatriots.

Naruto couldn't help but look at the two besides the Kyuubi. The two house-sized monsters next to the much bigger Kyuubi were a surprise to the blond.

"A Cylem and a Phoenix? How?! They were never to leave the forest. Also why is that phoenix so big?" The blond couldn't help but question out loud, as he held BOLT to his side. The alicorn to his side, slowly but surely slid into stance next to him. Her right leg left slipped forward, as she lowered her center of gravity. Her right hand held just above her right knee, as the left was crooked to a 90 degree angle by her open side. Her eyes trailed over the forms of all the beast in front of them.

"Young one," the blond besides her didn't move his head away from the Kyuubi and the unpleasant additions, but he grunted. Taking this in, she continued onto ask her questions.

"Pray tell, does the Kyuubi have any form of mastery over magic?" The question caused him to hum in thought, as the Kyuubi focused its eye on him.

"Not that I'm aware of. Like I've said, the Kyuubi was ripped away from two of its tails some time ago. The very idea that it's got more than three tails right now shouldn't be entertained." He responded, tightening the grip on his spear.

"Then does it have some form of copy ability. Mimicry of some sort?"

The questions being asked lead the blonde's mind in weird directions. Was she asking if it could use their magic against them? Or perhaps that it might learn new spells on the fly?

"I would say no, but this is almost out of the realm of possibility as is. If there was anything that had to do with magic that the Kyuubi may have some hand in, it would be the ability to absorb latent energies." He concluded, thinking back on the fact that the Kyuubi had overtaken a Ghoul Skeleton way back when. At least that is what his Yahiko-sensei had told him, though he still wasn't sure why she'd ask this now, instead of before. Pre-fight jitters? Could she have been jostled by the form that the Kyuubi had taken?

Luna closed her eyes for a moment, before letting out a single breath before shouting back to the girls behind the two of them.

"Elements of Harmony," the call of their title caught the attention of the mares and one dragon, "The use of the elements may have more use than originally thought."

What did she mean? What could she possibly be getting at by this point?

"I fear that the Kyuubi may have received some form of my power from 6 months ago." Seeing the blonde's, to her right, eyes widen, she elaborated.

"Some time ago, We were...afflicted with a curse of sorts. We became a being named Nightmare Moon, and moved to conquer all of Equestria in eternal night. Were it not for the efforts of those behind us, we might have met under far more, unpleasant circumstances. Beyond that point, as Nightmare Moon, We spread our magic throughout the forest to trap the mares within, and We fear the Kyuubi may have been able to consume some of the power from back then."

His mind clicked back to when he'd been investigating the weird draw of magic around the forest back then, and cursed. All the more to add to his list of screw-ups. Seeing his expression, Luna moved to relieve him of some of his guilt.

"Tis not your fault alone. Our desire for admiration from our own ponies also lead to this outcome. So allow us to bear some of the burden that fells upon your shoulders."

The blonde took a quick look at her, before nodding his head, and focusing onto the task at hand. As the Kyuubi and Co. began to make their move. His right hand glove's third magic line long since became a constant light blue glow, before the blond felt the rush of power enter him. His eyes closed as the marks that normally went down his face altered into curves around his right eye. The whisker marks on his face lit up a neon blue, as two lines shot down from the lower part of his eyes to his chin. The usual lines that decorated his arms and legs turned into bands upon his skin and fur. With a duo of lines running from limb to the center of his chest. His eyes opened up, his sapphire blues shining with power untapped, as his tails became riddled in blocks of light.

"It seems we all have a burden to carry." He stated.

"Indeed it does." The moon princess responded.

The lone eye of the Yonbi no Yoko watched them for all of a moment before its eye flashed. On that signal the two creatures at its side flew into motion. The golem seemed to duck any form of outside appendage into its body before it began a dangerous roll towards the group of ponies, Unique and dragon. Following closely behind, the phoenix took to the skies, as its flaming body began to loom in the sky.

"Your highness, I'm going to have to ask you and the others to deal with the cylem and phoenix."

"Pray tell, why?"

"I know the Kyuubi," the blond said, in the face of oncoming rolling rock, "right now it's the most dangerous of them all, and I'm the best shot at not being caught off guard and holding it off at least until you guys can finish up. I ask that you trust me with this." The midnight alicorn hummed, before giving the go ahead.

"Thank you." With that said, the blond shot forward in streaks of light. The Unique moved head on towards the rolling cylem, before he juked to side of it and slid. Along his slide, the glow of his cloths came to life, before a rush of water shot from the ground, sending the large rolling rock Primal off its route into another portion of the town. He transitioned from sliding to running, as he headed towards the Kyuubi, blue eyes locked to its lone blood red one.

The phoenix up above was quick to unleash a swath of flames down on the moving blond but found its attack stopped by a shield of dark blue., before the shield moved forward and bashed said bird of flame out of the air. Luna lowered her hand, as her horn's glow receded, before spreading her wings.

"Element bearers! The battle is nigh and we must deal with the bird of flame. Can we entrust to you the being of earth." The words leaving her lips, got a firm nod from her ponies. She smiled for the moment before she took off in the direction of the crashed phoenix. Her body flew with great speed, as she hung in the air over the fallen bird. Said phoenix shook its head, before looking up to the shadow of the princess casted by the high moon, as her eyes glowed.

"Come now majestic beast, let us do battle!"

~X~

Twilight could only look on as both the Unique and Princess paired off to deal with their own enemies, leaving her and the others to deal with the rock monster from before. Watching as rock released its arms from its body, before slowly turning its body in their direction.

"So Twilight, what's the game plan?" Rainbow asked as the lumbering monster of stone rumbled in their direction. The rest of the girls and Spike gave the thing a good once-over. Twilight herself wasn't too fond of the idea of getting near anything that was a spawn between Nightmare Moon and the Kyuubi. At least it looked like it'd be easy to deal with.

At that moment the lone eye in the pyramid shape eyehole began to glow, causing her mane to stick out on end.

"Get out of the WAY!"

The group was quick to follow orders. They allow jumped away before a beam of encompassing light shot their way. The light stream plowed through most of anything in its way and stopped as moment later. Rainbow and Fluttershy looked down at the carnage wrought by the single attack, and couldn't help but be happy that they evacuated the town beforehand.

The beam had traveled through several houses, before ending off. The track was big enough to hold a decently sized cart by the looks of it, and the floor was slightly smoldering. They gulped before looking back over to the stone creature, as its head and limbs sunk back into its body before it started to rotate and move towards their position.

The ponies on the ground were quick to move again, with Spike using his board for extra speed. The cylem's moving body made a U-turn before heading back to their new location. The giant rock shadow coming at them with decent speed. Twilight was quick to try and blast it with some magic, but to no effect, as the blasts did seemingly little to no damage on the rolling behemoth. A quick movement to her right and left watching on as Spike and applejack went forward.

"Spike!"

"I'm fine Twilight!"

The farmer and dragon began the attention of the cyclopoid golem. The dragon kited around the golem while spouting out several gouts of emerald flame towards the body of the cylem with the same effect as Twilight's beams. The large golem was quick to stop moving so its arms could reach out to try and grab the young dragon, but with speed of his board, Spike was easily able to remove himself from the golem's reach.

Applejack catching up to the now turned Golem. She twisted on the spot before kicking out at the leg. She was quick to regret this, as she felt the harden stone underneath her hoof barely give way. She let out a yelp, before getting lifted above and away from the swinging arm that ended up cratering the floor where she last was. She found herself in the arms of Fluttershy, who brought her back to the group. The two set down, before Applejack quickly began to massage her legs.

"Sweet Celestia that HURT! What's that varmint made out of?!" The farmer exclaimed. Twilight looked on with a worried look, before she turned to Pinkie who was going at the cylem with a hand under chin. The unicorn was about to say something, before the party pony took off with good speed.

"Pinkie!"

The cylem saw the incoming Laughter Element, and lifted its arm up before bringing down on the floor. An upheaval of rock spires traveled in a wave towards the moving earth pony. Her friends looked on worried before sighing in relief, as the pink one jumped from onto one spire, before proceeding to jump from one to the other towards the earth-based cyclops. Reaching it, she jumped and climbed its body before reaching the head.

"Cupcake Delivery!" She shouted, just as reached behind her and pulled out a box's worth of cupcake and plastering the icing covered treats over the cylem's face. She jumped off, as the stone being made a swipe at its shoulder. Bounding back to her friends she grinned, before frowning.

"That's one hard to beat rock Twilight," she said before she grinned as an explosion went off. The golem was quickly blinded by an onset of fireworks and streamers.

"God job Pinkie!"

"Aye aye, Twilight!" She grinned.

"Good! We need to use the Elements! Gather around and fire!" Twilight ordered. The group spread out and the gems they wore began to pulse out the symbols of their Cutie marks. They resonated before a large rainbow of power shot out towards the cylem. So it was to their surprise that the beam of harmony missed, as the rock made itself scarce. The rainbow light stream hitting the floor and dispersing.

"What?!" Shouted the group, as they watched the Golem surface a moment later, from the ground a distance away.

"Oh come on!" Yelled Spike as the group dashed away from what could only be a thrown house!

~X~

The alicorn princess watched as the bird of fire flew behind her. The phoenix screeching out blasts of combustion, the moon raiser moving about flaming balls of fire. She was quick up and overhead of the phoenix before firing down a blast of dark blue energy. Nailing the irregularly sized bird of mystical flames in the back, its body went off kilter, before stabilizing. Only for it to receive the full brunt of Princess Luna's glowing palm to the face.

"Fall!" The deity of the moon shouted with the Royal Canterlot Voice, before knocking the flaming avian down into the center of the market square. The bird's landing spot was quickly devastated by the bird's mass and falling speed. Seeing the bird splayed out for a moment, she turned her eyes towards the others. Seeing the blond male of the group faring decidedly well at the moment as he dodged the Kyuubi's wide sweeping swipes, that destroyed more of the forest, she turned her attention to the Bearers. She sought to quickly go and aid them, but found her attention focused once more back on the market area as it went up in dark and orange flames.

"Quite like our sister's pet, Philomena." She said as she looked down at her burned right hand. A quick application of magic numbed the pain, as she saw the former-fallen bird rise into the sky. Its body became engulfed in a large amount of fire before it rushed at her. She quickly moved about, dodging the living ball of flame.

Flying away from the flaming rusher, she ascended skyward. The ball of fire following after her, before they passed by a cloud. The flames around the bird dried the cloud on contact and would possibly do more to her skin should she allow it the chance. So with that in mind she allowed herself to change directions again, and fly downwards. Making sure the phoenix was still following, she picked up speed as they approached the earth ahead, the bird following after without much thought.

At the last moment she allowed her wings to burst outward, shattering the dust underneath her frame before shooting up just barely past the flaming avian. The next moment it fell to the floor with a crash that spread its fire over the area. It staggered up to its feet, before glowering up at her and taking flight. At least it would have, were it not for small shining particles clinging to its outer feathers.

"Quite interesting aren't they? Stardust is by no means that much useful more than normal dust..." She started off before the air around her began to fill with little balls of light. The phoenix was already burning away the particles as if they weren't there, but found its location bombarded with spheres of light.

"But my connection with the starts allows for a good affinity to them." She finished as she continued to bombard the fallen bird. The constantly falling beams tore apart the surrounding area and probably did more damage than the bird's own fall did.

Several moments later, she allowed the show to stop and looked down at the defeat form of her adversary. The shadow animal was littered with holes in most places. In others, there seemed to be a curve inward that wasn't natural, with the limbs bent out of shape.

All in all, the non-rising of its chest cinched that she had indeed killed it. She gave it a once over in slight sorrow. She adored the phoenix her sister had kept. The bird had been alive for many a century, if what her sister had told of it was to be believed. She'd entertained the thought that she should get a gift basket for Philomena once this was over and done with, yet as she readied herself to help the Harmony bearers, she stopped and watched as the birds form lit up in flames. Not a moment later, the bird walked out of those flames looking none the worse for wear, before locking its target on her.

She flew away before a massive flamethrower could burn her, and the chase was on again.

~X~

The spiky haired Unique, couldn't help but look on as the fox sat there watching him make his way. He made it all of 6 meters from it, before he had to dodge to the side to avoid getting caught by a tail from beneath the ground. His body already in fight mode, he was prepared for the next two tails to make attempts at him, and jumped over one and slid under another. The lines trailing from his body and glove swept around the limbs just as he did, before proceeded to bring down a slice on one of the offending appendages.

The Kyuubi didn't take too kindly to that move.

With a pained roar, it began its true approach. Crouching low, it sprung forward in a burst of speed. It was far quicker than it's usually burst of speed, but it hadn't approached the speed it did back then. Plus...The blond was a lot better fighter now than he ever was when they'd first done this dance of claws and fists. His ears caught the sounds of crashing and the floor shook slightly, but he kept focus on the Kyuubi.

He leaned forward underneath the first swing of its claws, before leading the other off with a heavy slash of BOLT. The weapon sparked to life, before the blond dove forward underneath the bijuu. His eyes zeroed in on the back right leg, before he unleashed a wave of electricity to the back limb's knee. Sliding out from underneath it's from, the fox listed off to the right as it lost control of its back leg... Swinging its tails around back to brush the blond away.

Naruto found his face meeting the painful side of a house, before his body decided to be neighborly and greet it as well, leading to him going through the wall and out the next. He coughed out some dust and groaned. The sound of something charging had him moving out of the house's immediate vicinity. Not a second too soon as the same house found itself blast to smithereens a moment later. He looked over from his side at the Kyuubi's position as it began to bombard him with small destructive balls of light red color. He dashed off to the side, away from the area of the others as it let loose a barrage of the damn projectiles.

He could feel the heat of the explosions behind him as he ran the edge of the forest line. He eyed the Kyuubi's leg as it twitched.

He needed to get to it, before it recovered from his earlier assault. Thinking that quantity would be helpful, he brought both hands together in a cross sign, before he was surrounded by a set of ten clones. He was surprised, but not looking a gift horse in the mouth he sent the small group, to him, of clones out into the oncoming blaring red missiles.

Each clone seemed to do their personal best to try and navigate the field of danger. Yet, each met their end at the hands of the Kyuubi, whether it be by ball or claw swipe. The explosions did kick up a lot of debris though, blocking its vision. From within the cloud it saw a shadow, and launched a claw into it. Finding purchase in something, it reeled back the extended limb, only to find a large tree in its place.

"Knock Knock! Motherfucker!"

Its head swiveled to the side, as a blond passed by the front of its snout before it took that opportunity to open wide and close its teeth on him. It was more surprised to find that the blond dissolved into magic. Delicious as it was, that meant that-

It found its other back leg suffering from a case of paralysis like its mirrored part. Looking back it found another Naruto, this one holding BOLT as it sparked to life. With its head turned it didn't see the oncoming blast of water that sucker-punched it backwards, head over heels. It's back hitting soft mushy ground, before it felt the ground shaking. Like Deja vu, it found itself falling into a sinkhole, and if its memory served it right-

The real Naruto looked on from his place in the forest canopy, as the clone with the spear rammed the electrical instrument into the muddy ground. Water puddles around the sinkhole that fed into it sparked, before the hole was filled with a screech of what was undeniably pain from the Kyuubi. It bolstered his spirits to know that he could cause the bijuu harm, but he was far from unguarded. He knew what the Kyuubi would do next, and prepared accordingly. With the additional amount of clones, he was more than ready for the Kyuubi's emergence from the space beneath the clones by the hole. He jumped above them holding the enlarged sphere of energy that flowed like his namesake.

"Odama Rasengan!"

Bring it down back into the hole it made, the ball expanded before exploding into light. Hearing another howl from the Kyuubi, let him know that it would come back with two times the ferocity and rage, but he twirled his spear as the clone returned it.

He'd be ready. He temporarily turned his attention to the Ponyville, as his clones kept watch on the new "Kyuubi Hole".

Hearing the sounds of battle from the town, he frowned.

Princess Luna was one thing. The girls were another. They were lucky that they had a slow, comparatively, opponent. The problem was they were going in blind, and he wasn't sure if they could afford the risks. It was when he was going through these thoughts, his eyes widened, before he created one more clone. Going into his pockets and retrieving a book, he handed it to the copy. Nodding towards the direction of the sounds of destruction, the clone nodded back and shot off with urgency.

He turned his head to his glove. The fourth line of the equipment was barely glowing, much to his consternation. Hearing the Kyuubi's war cries he prepared for the second round of this game.

~X~

Things weren't really looking good for those who harbored the Elements of Harmony.

The battle with the cylem hadn't truly gone anywhere since the fight began. Well "fight" wouldn't be the right term Twilight would use. More like a more literal version of "Dodge" Junction.

"Can somepony, PLEASE, tell me we have a...plan!" Came the huff of Rainbow, as she let out a few breaths. Surveying the rest of the group, Twilight took stock of their current performance level.

Applejack and Pinkie were probably the best off, stamina wise. With Pinkie pulling ahead, as the farmer was a bit more injured from taking a glancing blow from an arm swing. Rainbow was close behind, and was more tired than anything, though the pegasus was on the floor instead of the air to conserve strength. Rarity and herself weren't exactly faring too well. Twilight was trailing behind the fashionista though, considering that Rarity casted around less magic, but was far more in shape as it were. Fluttershy seemed to be the least injured of the pony section, and was dealing with mostly being the carrier for those who weren't air bound.

She turned her head towards Spike, and watched as the drake's nostrils snorted smoke as he glared at the stone monster. Relatively speaking Spike was fine. He rode his board for most of the fight, and from the few altercations he had with it, he walked away unharmed. She remembered being deathly afraid when the drake had been hit by a rising spire, but he'd come back none too worse for wear.

She thanked whatever deity that made up dragon physiology, that her little brother figure remained unhurt.

All that said and done, they were worse off than when they started. The golem-like monster wasn't even that injured. From one interaction between them, where Rarity had used a gem cutting spell, Spike's fire and her own magic blast, they had made a relatively small pothole on its body compared to before.

The cylem was about to turn to them, before it found itself in the presence of the twin rabbit feet of a reinforced Naruto clone. Knocking its block, metaphorically unfortunately, the copy quickly retreated to her before tossing something her way. She caught the object and it turned out to be a book! She looked up at the clone as it saluted her, as if reporting for duty.

Quickly searching through the book, some small of her reluctantly regretting that she had to skip over what looked like pages of study even in their current situation, she found a page label "Bestiary". Her eyes widening, she quickly flipped through the pages, blessing Naruto for his organization skills that it was in alphabetical order. Finding the page tabbed "Cylem", she power-read her way through it, before she looked up.

Most of the stuff in here they were easily able to figure. Things like its earth powers, its laser and its slow speed had been easy to catch. The legs being as dense as steel had been hinted at when Applejack had bucked it.

Several things were learned that could turn this battle though. Even though its body was made of tough materials, Rarity's gem cutting spell could weaken an effected area long enough for a simultaneous attack to pierce its hide. Also it didn't regenerate, correctly. The book stated it would use normal rocks to refill the gaps, but that was just it. Normal rocks, not the magically enhanced ones it had naturally. Also it was obvious to tell with this nightmare seeing as the normal rocks clashed with its own coloration.

Next, the laser had a timer, and could be disabled. That was a welcome bit of information to be had, plus it seemed that what Pinkie had done earlier would be the right way to go about this. Blinding it, and/or possibly destroying the eye right as it was prepared to fire would be the best outcomes.

Last, but not least, its earth based powers weren't completely Omni-terrain. They didn't work on surfaces in which there was no earth to physically touch and/or move. So surrounding in something, putting it on something non-earth would mean that for the time it may lay on that material, it would lose any connection to the earth around it.

All new aspects to its powers that they could take advantage of. Looking to the clone, she thanked it before having him get into formation with the others.

Sadly, that also meant that they'd need more power than what they had. The thing barely even stayed still, so they would need a little mo-

"Trixie is truly disappointed in you ponies. She thought that this wouldn't be enough to stop you, Sparkle, but she was wrong. Fortunately, Trixie graciously came back to help."

"Eeyup."

Two familiar voices rang out, much to the group's surprise. Turning to find Big Mac and Trixie of a ponies to be there.

"Trixie?"/"Big Mac?!"