The air was silent as the armies of all the heroes stood on the unnaturally flat terrain in front of an intimidating dark fortress in the distance. Over the next few weeks, the Pyrrhians' added support had allowed the allies to effectively repel the enemy offensive, before launching an assault of their own. They had been pushed back all the way up until they had arrived at TD's personal stronghold. The terrain they were on was an area where all the worlds and universes had collided and were joined together somehow by TD's magic. It made little sense to any of them, but now was not the time to question it. Inside that fortress, on a balcony high above their heads, TD and the blood-red spirit that stood by his side walked out to address their enemy.

"So, you finally decided to show up... way too late!" TD called down. "Once I'm finished with my spell, there will be nothing you can do to stop me from achieving my goals! My dark power will reign and all will tremble before me! You have won nothing!"

"Bow before my master's power, and your lives may yet be spared!" the spirit added. "Otherwise, you have sealed your fate on these plains!"

Cobra growled, his black eyes glaring up at TD from behind the eye skits of a helmet he had brought with him in his sack. The SandWing gripped his staff tighter, smiling as he saw the end that he had turned into an axe head a while back.

"Give the word and I'll alert the SkyWings to start their air offensive," he said.

"Not yet..." Diego answered beside him. "Wait until Red gives the signal. His brain is designed to calculate the perfect timing for any assault."

They waited for a moment, then Red appeared in front of the allied army on a hoverboard of some kind. As they watched, enemy forces started to advance over the terrain towards them from the gates of the fortress as well as from the air in their Star-fighters and other flying forms.

"Hold... Hold... NOW!" he shouted. Cobra brought his axe up before letting it fall, giving the signal to the SkyWings, who took off, carrying a log filled with dragonflame cacti as they flew over the approaching army, before they set the log on fire and dropped it. As soon as the log hit the ground it exploded, sending hundreds of the seeds and pieces of flaming debris scattering in all directions. Cobra grinned, before he glanced at Diego.

"And now do we attack?" he asked earnestly. Right when he said that, Bill Prower drew his sword from the front of the army along with all the other Supreme Leaders readying their means of attack.

"CHARGE!" several voices shouted at once and the army began to rush forward.

"Does that answer your question?" Diego chuckled, before he too rushed towards the enemy, screaming like a banshee. Cobra laughed before he spread his wings and took to the air, gaining height before he dove downwards towards the enemy, a roar erupting from his throat as he prepared to fight. And so the two sides clashed, the allies with determination to drive this evil from their worlds forever, and the enemies with an undying fear and hatred for their opponents. For the most part, the battle was large scale, although a few short skirmishes occurred between some of the leaders on each side. At one point, Cobra found himself facing the blood-red spirit, who had just been ready to strike down General Finn from the Land of Ooo.

"Crudcrudcrudcrud!" Finn panicked as the spirit advanced on him while he was still defenseless. Cobra growled, raising his tail and his axe, which was already chipped in several places. He pointed his axe at the spirit.

"Try and harm him and I swear on the three moons, I will make your life miserable, you thrice-moons blasted camel spawn!" The SandWing growled, hoping to get the spirit to back down or at least get its attention off of General Finn. The spirit turned its icy stare at Cobra.

"Do not come between the Nazgul and his prey," he warned, pointing his sword at Cobra while Finn took his chance to leave. Cobra grinned, looking directly past the Nazgul at a particularly inviting rock.

"Oh, trust me, that's what I do best." The SandWing hissed, before he flung his talon towards the rock, yelling, "Rock, fly after the Nazgul and attack him whenever possible! Also enchant the rock to be unaffected by any spells that will be used against it, as well as unable to be destroyed!"

The rock suddenly flew out of the ground, flying directly at the Nazgul. The Nazgul whirled around with his sword and deflected the rock, only to have it return towards him like it had a mind of its own. The Nazgul soon found himself rather preoccupied with the rock and unable to retaliate in any other manner. Cobra let out a laugh, before he turned and launched himself at a group of enemy soldiers, roaring as loud as he could. The Droids that saw him approach freaked and ran for their lives as he soared towards them. A satisfying sound of metal breaking apart told the SandWing he had done his job well.

Over to his left, he noticed Diego Kapila barreling through a swarm of the Flood Combat forms that had arrived to the battlefield. Cobra was amazed at the physical combat prowess the human possessed, countering enemy attacks and retaliating with his own flawlessly. Clearly, this "scavenger" was a master in combat, maybe even trained in it all his life.

Nearby, Crystal shot another one of her powerful combat spells, encasing one of the enemies in a solid chunk of ice. The unicorn mare looked around, scanning for another opponent as she charged up another spell. A Flood form nearby screeched at her before charging as well, but never managed to reach her as several plasma blasts ripped through it and made it crumble to the floor. Approaching on her right, The Arbiter activated his Energy Sword and growled in challenge at the enemy. The golden armored seven foot tall alien was both an intimidating sight for the enemy and a walking banner of hope and admiration for the heroes.

"Push forward!" he yelled. "This ends today!"

Crystal let out a loud war cry, before she charged forwards, blasting a continuous stream of magic from her horn as she waded through their enemy, freezing soldiers left and right. Eventually, to her surprise, she found herself fighting the enemy within the gates of the fortress itself. The enemy had nowhere else to go. Before them was the remorseless army of heroes, behind them the one who commanded it all. However, some found it a bit too coincidental that many of the enemy leaders were absent from the battlefield; particularly Bill Cipher, The Litch, Dr. Facilier and Jafar. Crystal fired another blast, freezing another opponent, before she started looking around, her eyes narrowed as she searched for the enemy leaders.

Cobra flew around until he found Red, landing near him and walking up to the hedgehog.

"Think we should send in the stealth group to scout ahead?" The SandWing asked, referring to the group of a dozen RainWings who would camouflage themselves and sneak into enemy territory to gain intelligence.

"It could work... but I think it's pointless," Red stated. "Something's wrong. I think... TD wants us to do that. He wants us to enter, and he's making it so we have no choice but to enter."

"So what are we waiting for?" Rainbow Dash demanded angrily.

"How about a plan?" Bill suggested.

"Nah, plans are for losers!" Jake remarked. "We're cool!"

"Still, this seems too easy..." Twilight agreed.

"I sense a trap," Anakin noted, his grip on his lightsaber tightening.

"So we spring the trap!" Kai suggested.

Cobra closed his talon around his weapon, before he sighed heavily.

"I'll do it," he said. "I'm willing to take the risk." The SandWing looked straight at Red, then at the others. "If there is a trap, I'll spring it."

"You're not going in alone," Twilight answered firmly. One of her friends started to protest, but Bill stopped them.

"She needs to get this off her chest," he said to them. "Let her do this..."

"You'll need backup," Red said, then called out, "Red Team, Gold Team, on me! We're going in."

Crystal trotted up to T-bone, nodding her head at Twilight and Cobra. The unicorn lit up her horn with her magic, charging up a spell for when they entered. Cobra looked at Twilight, before he let a small grin cross his face.

"Okay, looks like I'm not going in by myself after all," he remarked, before he removed his helmet. He turned to Bill and held it out to him.

"If something happens and I don't come back... make sure Lantana's okay," the SandWing said, his voice full of concern and compassion for the one he loved. Bill nodded.

"I will," he promised. Meanwhile, Red and the squads he had called up assembled behind him.

"Whenever you are ready," he said to Cobra. Cobra nodded, setting his helmet down before turning to look at the fortress. Taking a deep breath, the SandWing raised his tail.

"I'm ready," He said. "Let's go say hello."

They walked inside the doors, the others watching them leave. After a moment, Rainbow Dash (understandably) broke.

"Arrg! I can't let them do it alone!" she yelled in frustration and flew in after them.


They surprisingly found the insides rather cozy, as well as seeing only one room in the area. Some kind of dark ritual had been interrupted, because they found the Chaotic Entity in front of a bunch of runes and symbols on the floor. Noticing them, he cast a sideways glance.

"Well, about time you got here," he said. "Come to send me off? I'll need all the luck I can get where I'm going."

Crystal narrowed her eyes, her horn smoking from extreme cold due to the spell she had charged up. Cobra growled, holding the handle of his weapon in both talons.

"And just where do you think you're going?" The sand dragon asked, his tail arced over his shoulder.

"Somewhere where you cannot follow," he replied. "Let's just say I have a sibling rivalry that needs to be settled, and once it is my power will make me unstoppable!"

"William, please stop this!" Twilight begged. "Don't become the monster you were before!"

"Monster?" TD looked to her and once again, his smile faded and he looked heartbroken.

"Monster..." he repeated softly. Then his twisted smile returned as unnaturally as could be.

"That's all I've ever been, and it's all I ever will be!" he shouted with glee.

"Something is definitely wrong with your friend," a member of Gold Team, an Elite in yellow armor, stated. Crystal hesitantly took a step forwards, knowing that she was treading on dangerous ground.

"That's not true. You were our friend TD, and you can still be that again," the unicorn said, releasing her hold on her spell and allowing it to dissipate to make her look non-threatening. "Please, just stop all this and don't let yourself continue on farther down this path."

Cobra looked TD straight in the eyes. "In the end, it's always our own choice about whether the world sees us as good or evil TD." The SandWing said. "And I believe that the time for you to make your choice is upon you. Will you continue to crave power and continue on a path of darkness where only the despair of no friends awaits, or will you choose to let go of that path, instead choosing the one where friendship and light abounds?"

TD halted once more, blankly staring at them. Then suddenly, his face twisted once more into the evil grin.

"Nice try, but that won't do you any good," he said. However, there was something off about his voice when he spoke; it sounded more dark. Even Twilight was surprised to hear this, for TD had never spoken with so dark a voice before, even in his evil forms.

"...Save me..." a voice suddenly whispered, though they were unsure of where it came from.

"Did you...?" Twilight started to ask, but was forced to stop and jump back when TD unexpectedly threw a ball of fire at her.

"Stay out of my way!" he shouted, then snapped his fingers. The runes lit up, and a tornado of power started to fill the room, making it difficult to stand straight. Cobra slammed one of his talons into the floor, digging his claws in and anchoring himself, before the SandWing growled in annoyance.

"Looks like this is going to have to happen the hard way," the dragon growled, before pointing his axe at TD. "All rocks in the surrounding area, attack TD at once! Enchant them to never cease until I tell them to, as well as to be unable to be destroyed or affected by anything!"

As rocks started flying through the air, Cobra heard the hiss of frostbreath, and the SandWing turned in time to see Frostbite throw himself past them at TD; somehow, the IceWing had gotten inside without anyone noticing.

At the same time, Crystal powered up her horn, firing a blast of continuous energy at the floor as she pushed herself harder then she ever had. Slowly, a thick layer of ice started to spread out from the point of impact where the beam was hitting the floor. TD ducked to avoid the IceWing and placed up a shield to repel Crystal's ice blast, slowing it down considerably. Several rocks in the are levitated and flew at TD. However, after only one or two passes, the rocks stopped attacking TD and fell to the ground. Frostbite landed behind TD before whirling, taking a deep breath in before exhaling a large amount of frostbreath at the chaotic entity. Cobra threw his axe through the air, hoping to get lucky and land a hit. TD spread his hands outward, one to block Frostbite's breath and the other to deflect Cobra's axe. This he managed to do successfully, but it was clear that Frostbite's attack had been strained. Red chose his moment to strike now, rushing at the entity's shield and exploding on it, shattering the shield completely. This released the piled-up energy from Crystal's spell, and the ice flew over TD's body quite rapidly, encasing him in seconds.

"Did we win already?" a member of Gold Team, a Changeling drone, asked. Red waited as he stared hard at TD's encased form, then looked alarmed.

"Hit the dirt!" he shouted, jumping away from TD's form and tackling the nearest person to the ground, which so happened to be the Changeling that had spoken. Cobra immediately dropped to the ground, and Frostbite leaped back from TD. Crystal lit up her horn and cast a shield spell around her, reinforcing it to try and make it hold when whatever was about to happen happened. Right when she did, a massive explosion erupted throughout the area, but it wasn't the explosion so much as it was the shards of ice that flew from TD's form that caused damage. Thankfully, due to the actions they had all taken, only Red was harmed, the ice shards sticking out of his body everywhere. But he simply sighed and removed them deftly, the wounds closing up quickly. The Changeling was surprised at his actions.

"You... saved me..." he said, not believing what had happened.

"We're all in this together," the hedgehog stated, then looked back at TD, who was shaking his head while laughing.

"Crystal Shard," he taunted. "Did you really think that reducing my exterior and interior temperature to three hundred degrees below zero would keep me down?" He then growled. "I don't have time for this!"

He lifted his hands and released another shockwave that knocked them down and headed for Twilight, ready to strike her down. However, when he did, a shout was heard from the entry and he looked up just in time to see Rainbow Dash flying towards him.

"Get away from her, you motherbucker!" she shouted, sending a swift blow to his face that sent him flying into a nearby wall, bringing part of it down on top of him. Crystal stood, her eyes defiant as she ignited her horn with her magic again, before she blast the pile TD was under with a continuous stream of magic, freezing it over and slowly reducing the temperature of it slowly.

Cobra stood as well, growling. "Axe, come back to me," He snapped, and his axe flew back to his talon. The SandWing grabbed it, before slowly approaching the now frozen pile of debris. Just then, the portal (for that's what it was) opened up and a red beam of magic flew from it and struck Crystal's magic beam, canceling the stream. The pile of debris exploded and TD emerged with a smirk.

"Hate to break it to ya, but my ride's here!" he taunted. "Goodbye, friends! When I see you again, it'll be your last."

"AAAARRRGGG!" Rainbow Dash screamed, rushing at TD and smacking him with her hooves again, only to have his image shatter like glass. An evil laughter rang out all around them, then the portal abruptly closed. Then... there was silence...

"Where'd he go?" T-bone asked. Red was silent, then his own image transformed for a second. He now looked like he had come from a black-and-white show, and they could feel a familiar power radiating off him; TD's power. The hedgehog had activated his previous being's powers to locate the entity they had fought for so long. It wasn't long before his eyes opened wide in surprise.

"He's... gone... He actually left," he managed.

"Then... I've failed him... and myself..." Twilight said softly, her head lowered and tears falling from her eyes. Crystal walked up to Twilight and put a hoof on her shoulder.

"Princess Twilight, I think it's safe to say we all failed TD," The unicorn also spoke softly.

"So... what happens now?" Rainbow Dash asked.

"As sad as it is to say... we lost," Red stated bluntly. "He's gotten what he wanted, and if he went where I think he went... we can't follow him. Or at least, you can't. And I'm not leaving you guys unprotected from whatever he has in store."

Cobra growled, before the SandWing jammed his axe into the ground, shattering the handle.

"There has to be a way," he growled.

"There is none I know about," Red replied.

"Well, there is all fabulous Animus magic," Frostbite growled. "It supposedly can do everything shy of bringing back the dead."

"You don't understand. It may seem that way because of how things worked on your home planet, but there are some things that even your Animus magic cannot achieve," the hedgehog stated. "The best we can do is try to locate him and repel the enemy that remains."

Frostbite scowled and turned away. Cobra looked at Red.

"We'll continue helping you," The SandWing said. "Not like we have much of a choice left anyways.

Red smiled and nodded.

"I'll send word to Command," he answered and started to walk out of the fortress. As he passed the still-sobbing Twilight, he looked to Crystal and the two squads.

"Gold Team, search the area for anything that may be useful," he ordered, then softer, "Red Team, think you can bring Princess Twilight to her chambers? She looks like she needs the rest."

Crystal nodded.

"I think we can do that," the unicorn replied, before giving the alicorn a reassuring pat on the shoulder. "Come on Princess Twilight, lets go."

Twilight managed a small nod and followed her out of the room, Red not too far behind them. Rainbow Dash looked on at her friend with a worried expression.

"I've never seen her so... broken," she said aloud. "I'm not sure what to do... and that frustrates me!"

Cobra glanced at the pegasus

"Sometimes Rainbow Dash, the only thing we can do is nothing," The SandWing said. The pegasus sighed, then started flying out the doors too, but without her usual gusto or burst of speed.

"I'll see if they need any help in the air," she muttered, and then she was gone. Cobra let out a sigh, before Frostbite walked up beside the SandWimg.

"Com on, lets go," the IceWing said, and the two friends headed out of the fortress, the SandWing taking to the air while the IceWing continued walking.


Has TD won the battle in the end? What has he done to win? Find out in the next few chapters!

Hope y'all enjoy!