"I am Princess Celestia," she announced to the being in front of her. "Ruler of all Equestria. These atrocities you have committed in my lands are unforgivable, and you will face justice for these crimes!"

"Oh? What are you gonna do? Beat me up with cupcakes and rainbows?" the monster replied with a grin, casually walking closer. "My name is Shadow, and you haven't even begun to see the 'atrocities' I can commit."

"You will stop!" Celestia shot back at Shadow's threat of death and destruction. She knew this would not end without violence, but she knew from the reports that he could absorb her magic. Then an idea crossed her mind and she put her plan into motion. "I am the Goddess of the Sun, the most powerful of Alicorns! I have driven evil from these lands once before Shadow; I will not hesitate to use every ounce of power at my disposal to purge you from my kingdom as well!" As she spoke her horn glowed with her magic, and using her advanced skills with telekinesis lifted several stone slabs and concrete blocks from the rubble surrounding them. With a voice bereft of compassion she delivered her ultimatum. "I command you to surrender Shadow!"

The super powered hedgehog stopped, a look of amusement crossing his features. "You? Command me? Don't make me laugh. You think I'm afraid of a few floating bricks? I have the power to crumble your mountains, boil your oceans, shatter your skies, and burn your cities to ash! You really think I'm about to let some namby-pamby pony princess command me!"

Celestia gritted her teeth, and with her mind gouged out razor sharp discs that bared the likeness of the sun that was her cutie-mark from the levitating stones that began to spin at a deadly pace in mid-air.

Shadow looked around at the lethal shurikens whirling about as the excess rock and debris they were formed out of fell to the ground. "All right then," he said with a hint of approval in his voice at the princess's display of force. Then raising his hand forward, he beckoned her to attack with a 'come hither' of his fingers. "Let's see what you got."

The whirling rock blades flew at him with vigorous purpose, each looking to tear into and rip flesh; however none could manage the task. As each sun disc closed in on its target, Shadow nimbly dodged, dipped, ducked, dived, and dodged. The blades passed by their acrobatic target and immediately altered course to strike again and again. Celestia felt the sweat of anxiety bead on her forehead as her attacks failed to land, but ground her teeth further and redoubled her efforts by lifting more bricks and stones into the air and carving them into double bladed axes, swords, maces, spears, and all other manner of bladed weaponry and flinging them into the fray before manipulating them to strike at him. Her head began to ache as controlling flight patterns of shurikens and attack strikes of the melee weapons she had fashioned were beginning to take their toll. Then, to top it all off, Shadow began to brag.

"Really?" he jeered, despite his lighting fast speed and complex movements, his voice was calm and composed. "Is this the best you can do?"

Celestia pulled all of the weapons back, lifted huge slabs of concrete from the ground and several hundred pounds of rubble from the destroyed city and positioned them around him creating a massive sphere. Then with one great drive of mental fortitude, the collection of debris and weapons shot forward and encased the hedgehog. Celestia roared angrily as as she forced the walls around her prey to implode inwards, seeking to crush him under the immense amounts of pressure.

Suddenly, a brilliant light burst through the cracks of rubble that imprisoned Shadow and with a forceful shockwave, he sent it all flying and evaporating away from the violence and heat created by the blast which was strong enough to cause Celestia to lose her footing and stagger backwards. As soon as she gained composure, she felt a shiver run down her spine as she saw the same cruel grin on Shadow's face as when they had begin their battle. Then, she felt the small hairs on her neck and base of her mane begin to stand on end as he raised his arm and aimed an open palm at her.

"Pretty smart Princess. I can't absorb you chucking rocks at me." Shadow said in a casual tone. "But you're not the only one who can play that game." A golden wave flowed from his hand and rippled through the air as it raced towards the Princess. She lowered her head and threw up a force field between herself and his attack but it shattered like glass and the force from his attack knocked her from her hooves and sent her sailing backwards several feet. She hit the ground hard and skidded to a halt. She slowly rocked herself to her hooves as she shook the feeling away. The attack hadn't done any real damage but looking down at her pristine soft white coat that was now stained, and her golden ensemble that was now scuffed it had occurred to her that it had been a great deal of time since she experienced the humility of the situation, and likened it to a schoolyard filly being knocked down by a bully. However, Shadow was already upon her before she had the time to regain her composure. "Well now, seems I went and got you all dirty."

Celestia scowled at Shadow's condescending tone, lowered her head and pounded her hoof against the ground. She quickly hefted another slab of rock at Shadow, but he dashed forward and smashed it to pieces with his fist.

"I'm bored with that trick, how about we play a new game? I call this one, 'Run-up-and-kick-you-in-the-face.'" Before Celestia could react, he closed the gap between himself and the princess, jumped and delivered a spinning roundhouse kick to the side of her face. Celestia let out a scream as pain reeled through her skull, her hooves once again leaving the ground and she went flying from one side of the city street to the other, followed by a loud crumbling noise that was accompanied with a numbing pain that raced like wildfire across the entire side of her body as she collided with an brick high-rise. The alabaster alicorn fell limp to the ground as it fell from the crater in the wall that her body made from the impact. Celestia blinked repeatedly trying to will the hurt away. She sucked in deep breaths, trying to clear her mind and regain her faculties, but she could not push out the pain of the attack. The dreaded sense of fear made itself known in the pit of her stomach, as never before had she been hurt in such a way. Not since...

"Don't tell me you're broken already? Humph. Oh, what am I'm talking about, I'm actually impressed you've lasted this long," Shadow gloated as he walked casually over to the fallen princess. He let out an annoyed sigh as she slowly began drag herself back to her hooves. "C'mon, do you really think there is anything you can do to stop me?"

"You…think I'm defeated…so easily?!" Celestia panted out between breaths. Her head had finally stopped spinning and she stared daggers at Shadow, who appeared bored at the situation. Her fear flashed to rage at this display as the tips of her hair on her mane and tail began to lose their chromatic rainbow colors as it began ever so slowly to turn to a burning flame. She out-stretched her wings and the feathers at the tips of her wingspan also began to be consumed with fire. "You think me to lie down and die?" she yelled as the anger swelled in her breast as the air began warp with heat around her and her pure white coat around her hooves and at the far corners of her eyes began to turn a sooty, charcoal black with bright, burning lines, as if rivers of magma formed between the black, charred flesh that began to replace her white coat, beginning to take the appearance of the scorched surface of a sun. "YOU CANNOT FATHOM WHAT I AM CAPABLE OF!" she roared, her voice now twisted black with rage and hate as more of her began to be consumed by the transformation.

"YES LET HER OUT!" Shadow yelled in anticipation as he saw the princess begin to lose to a part of herself that she had thought locked away never to return. "THAT'S THE POWER I WANT!"

Suddenly, through some miraculous testament of willpower, Celestia saw what was happening. The bloodthirsty devil known as Shadow, calling her out, driving her to unleash the unspeakable evil within her so that he could drain its vast amounts of chaos and magical energy. Her eyes flashed to behind the Super hedgehog at a high-rise behind him. There was visage of Discord, his true malicious form staring at her, his hands clasped together and mouth salivating at the closeness of his victory…his true victory. She would not allow it. She could not allow it! With one heavy, labored, controlled breath, the princess pushed down the hate and anger that had nearly consumed her and her complexion, wings and hair, returned to its normal state. She looked down hat her hooves and saw she was standing liquefied gold that had gathered around her hooves with errant gemstones floating in it, it bewildered her for a moment then she realized it was her crown and trappings that had melted and pooled beneath her.

She looked up at a disgusted Discord and disappointed Shadow and offered them a weak smile, "Sorry boys, she can't come out to play today."

"Well, then, you're of no use to me then, are you?" Shadow said with a scowl as he began to stalk closer to her. Celestia, remembering how hard he could hit, decided to put some distance between them and quickly took the sky. "That is not going to save you! But what the heck, I need a little target practice!" he yelled as he flew after her.

The two sailed through the city, ducking beneath bridges and weaving between buildings. Explosions rocked to the right and left of the Princess as the super hedgehog heaved bolts of energy at her. Celestia dodge and weaved the best she could, but she got the sickening feeling that he was just toying with her as the explosions burst from buildings, pelting her with bricks and debris. She took to the open sky, climbing high while performing aerial rolls and barrel rolls to evade his attacks, but try as she might she could not shake him in the open air. Suddenly, she had an idea.

Shadow brought his hand back again; his face held the same cruel grin from before as he was generally enjoying himself. The Princess that Discord had told him about was providing him with far more fun than he had anticipated, though he was upset that he couldn't see her 'darker side' as Discord had put it, but he was making do. He squeezed his palm tightly as a bolt of energy formed in grip. "Chaos…" He took aim. "SPEAR!" he yelled as he loosed the bolt, but instead of a narrow miss that he had intended to scare her his attack went wide as the Princess u-turned and went into a dive bomb back for the city. "Just where does she think she's going?" he muttered as he pursued after her.

She led him down into the city and folded her wings and she began to gallop along the ground. Shadow followed suit as he gave chase on his rocket skates. He quickly shortened the gap but gave her enough breathing room; after all he was enjoying this game of cat and mouse. Then oddly, she kicked her way into the lobby of a skyscraper. Shadow followed, wondering what she was up to, but as soon as he raced through the large double doors he felt himself get pelted by bits of brick and concrete as an explosion blasted next to his head, smashing away part of a support pillar. He stopped and looked, perplexed, to see the Princess, pointing her glowing horn at him, panting deeply from the run, and staring him down defiantly.

"You shouldn't play with fire, Princess…" he said cockily as he formed a Chaos Spear in his hand. "You just might get burned!" he yelled as he hurled it. The Princess stood her ground and formed her shield which deflected the blast and sent it towards another pillar with exploded to rubble.

"You're going to have to better than that demon!" she said. Shadow could have sworn he saw a grin, which irked him and drew a snarl to his lips. He decided if she was having fun, then he was done playing.

"Well excuuuuse me Princess," he said with venom on his breath as he formed another Chaos Spear. This time, however, he super charged it and it began to crackle with fantastic energy. "Try this one on for size!" He loosed it at her, but the Princess began moving as soon as she saw him bring his arm forward and bolt missed her, blowing a large hole through the wall. Shadow roared and began to hurl bolt after bolt at the Princess, gouging holes in the walls and clear through to the outside; however, the Princess managed to evade his attacks. She suddenly weaved and headed straight towards him. He grinned, cocked back his arm and felt the power surge into the bolt. He began to bring his arm forward, but just as momentum began, the princess leaped and focused her magic to create a brilliant light that shone from her horn, so radiant that Shadow had to turn and shield his eyes as he sent the Chaos Spear out wildly and undirected. He heard the blast but knew it exploded too far from him to have hit the Princess. He heard the sound of her galloping away behind him. He stumbled after her as his vision slowly returned. He tried to blink away the whiteness that plagued his vision, but it was as if he had stared at the sun for hours. Still, he felt gravel beneath his feet and knew he was standing outside and could just manage to see princess standing in front of him. "Nice trick Princess!"

"Wait till you see my encore!" she yelled back, her voice filled with strain. Celestia had him right where she wanted him. Her horn glowed with her magic as she focused and pulled with all her mental might. If this didn't work, she didn't know what would. She shouted to the sky as she gave one last, mighty mental pull and accomplished her tasked. The skyscraper behind her groaned as Celestia used her telekinesis to rip apart the last of the support beams that she had tricked Shadow into damaging for her.

Shadow felt the ground beneath his feet begin to shudder, and as his vision finally returned, he looked up to see the building behind him crumbling on top of him. "Clever girl," he muttered.

The Alicorn Princess swiftly took to the air as the enormous building collapsed down on her enemy. She sped to the sky to avoid being covered by debris as the deafening sound of the falling structure filled the demolished city Balitmare. After what seemed like a lifetime, the dust settled and the Princess flew back down to the ground and surveyed the area for signs of life and took a deep breath when she saw none. She inhaled and exhaled deeply, she clumsily slumped down to her haunches, void of her regal airs, exhausted and dismayed at the destruction of one of her fair cities. The only solace she was able to take in was that it was over. She hadn't seen so much battle since she and Luna had fought to seal way King Sombre.

Luna.

Suddenly Celestia felt her anger grow again at the thought of her. How, how could Luna abandon her?! Celestia's heart ached, she loved Luna, but too much had transpired, she would have to stand before the high council and answer for her negligence. Why couldn't things go back to the way things were before…before she fell in love with him…that filthy, traitorous wol-

The ground beneath her feet began tremble, yanking her from thoughts as a golden glow began to emerge beneath the rubble. Celestia felt her heart seize as the earth erupted in a brilliant yellow light. There, in the middle of the ruined building, stood an unscathed Shadow, his cocky grin still on his face.

"No…It's impossible!" Celestia moaned rose back to her hooves on shaky knees, unsure of what she could do.

Shadow balled his hands into fists and with a burst of golden flame raced towards the Princess at a rapid pace, swinging hard and catching her in the face, sending the pony Princess flying through the air and tumbling to stop a good thirty feet away. He zipped to her side and grabbed her by her flowing mane, not allowing her to get up. He hoisted her in the air, drawing a shriek of pain from her. reveling in the discomfort he caused he failed to notice her glowing horn which was now held above his head.

"Hey, Celestia right? That's what Discord called you. I got a joke for you. Knock knock?"

Princess Celestia could only manage a wheezing, deep breath as she sucked down air, fighting to block out the pain.

Shadow scowled and punched her across the face with his free hand, the strike splitting both her upper and lower lip against her teeth and sending rivers of blood streaming down her face. "I said, KNOCK KNOCK?!" he yelled.

Celestia coughed up a gout of blood from her busted lips that had flowed down her throat and blocked her air passage. The blood splattered against Shadow's face as she began to paw at the arm that held her helplessly with her fore hooves. She forced her eyes open and seemed to focus on something beyond the hedgehog; Shadow figured she was watching her life flash before her eyes.

He cocked his fist back again, this time striking her in the stomach; her whole body lurched from the blow as her fore hooves dropped to grasp her now injured waist. He heard the Sun Goddess's gag reflex, and brought her close so her muzzle was over his shoulder just in time so her vomit and stomach bile didn't touch him. He laughed at the sight of her now clasping him as she wretched violently over and over again. Once she was done he brought her back to face him, blood and drool dripped from the corners of her mouth.

Then, for the first time in this fight, his grin left as he formed a Chaos Spear in his hand once more, "Knock…knock?" he said coldly.

"Wh…who…Who's there?"

Shadow grinned again as the Chaos Spear evaporated and his hand clenched into a fist. "A BIG FIST!" he yelled out cheerfully as he wound back and struck her, letting her go and sending her flying backwards dozens of feet before doubling over with laughter at her pain. Once he was finished he looked up and saw Celestia attempting to rise once more. This time he noticed her horn glowing. "What are you planning, Princess? You got one more trick up your sleeve? Because... I'm going to be honest, I was really thinking about killing you, leveling this forsaken city and then moving on."

"Wait…" she said, quiet yet firm.

"Wait? Wait for what? You got some last words…something cool to say?"

"I…" She raised her head and had a weak smile on her face. "I…I gotta joke f-for you."

"Oh really. Let's hear it," he said slightly amused as he crossed his arms.

"Knock…Knock?"

"Who's the-"

Shadow was unable to finish answering as a tons of stone, shaped into a gigantic fist fashioned from rubble, rock, and rebar of the downed skyscraper smashed down upon him. Celestia's gambit had paid off and he hadn't noticed her began to shape it after the first hit.

"An even bigger fist!" Celestia shouted as she focused and lifted the fist high into the air and slammed it down again. She repeated the action at least a dozen times before she exhausted herself and slammed it down one final time, seeking to bury Shadow at least twenty meters into the earth that she had bored into the earth with the repeated strikes. The princess hung her head, her breath heavy and deep. "Not so Namby-pamby now…Am I?"

However, her victory was cut short and her spirits sunk as she heard the ground rumble again and saw the enormous fist slowly being lifted from the crater. Shadow hefted it above his head with one hand, and once clear of the pit he tossed it casually to the side.

"An even bigger fist…All right…I'll give it to ya," he mused. Wasting no more time, he charged and in the blink of an eye, he had her by the throat with one hand. His grip tightened around her windpipe and Celestia felt a burning feeling race through her body as an unbelievable force took over.

"Whoa…Discord wasn't kidding. You do have a lot of power for me to take!" It only took moments, but they felt like hours to Celestia before he tossed her body to the ground where she collapsed, unable to move. "Amazing, even after all that, you had so much power left! Well Princess, I think this is where you and I go our separate ways. I've got a whole kingdom to burn, filled with your subjects that are ripe for the slaughter. And you've got a one way ticket to Oblivion." He hovered in the air above her and readied a Chaos Spear. "Time to tuck you in and say goodnight!"

Celestia eyes widened as she braced for death, but a loud, thundering boom filled her ears, followed by a strong gust of wind that almost lifted her from the ground that rushed past her as another golden figure flew directly in front of her and put a flying side thrust into Shadow's face. The Demon sailed backwards and crashed into the rubble. It was another hedgehog, but this one was different. He didn't possess an aura of rage and hate. He positioned himself between the Princess and Shadow. However, Celestia did not have the time to figure out who her savior was before she felt hooves grab onto her and begin to carry her away from the fight. She craned her head to see the familiar faces of Twilight Sparkle and her friends. They were accompanied by a wolf and…and Luna. Celestia's heart began to beat with anger as she struggled to talk.

"Easy my sister, we are here now," Luna spoke to her as she saw her sister try to talk. "You must save your str-"

"DON'T YOU DARE SPEAK TO ME!" Celestia shouted as she choked for air, catching everyone off guard. "YOU HAVE NO RIGHT TO SPEAK TO ME!"

Luna cringed as her sister stared at her with a fury that she had only directed at her once before.

"Shadow! What are you doing?" Sonic yelled out to his old friend. "Look at what you've done here! This has to stop! This isn't you!"

"Sonic? Is that you?" Shadow called out jovially as he rose from the rubble. "Finally! I was wondering when things would get interesting around here. On another one of your little adventures?"

"You're killing innocent people! Shadow, you've got to stop this madness!"

"I don't think so Sonic, I kinda like the new me. What if I don't want to stop?"

"Then I'll stop you myself!" Sonic said as he balled his fist and took an aggressive stance.

"Oooh, I'm shaking…" he jeered as he shivered in a mocking manner. "Don't you remember Sonic, I said that your adventuring days where coming to an end." Shadow floated into the air as the fiery chaos energy burned brightly around him.

"Yeah, yeah," Sonic said dismissively, as he rose into the air to match Shadow, seeing that this was not going to end peacefully. "As I recall, it was right before I beat the ever living daylights out you Shadow, you remember that?!"

Shadow scowled, "You're about to find out just how much I'm not your friend, that I'm not the Shadow you think I am." As he said this, he raised his fist to fighting stance.

"So Shadow, now that you're done beating up girls, you wanna man up? Fine," Sonic spit on the ground, cracked his knuckles and beckoned his nemesis to attack. "I'll man you up."