Hey guys. Leave a comment or review telling me who you think should win the race between Sonic and Rainbow Dash, I would love to hear your thoughts. To really help you get the feel of what's going on, I suggest checking out the music while reading this. It'll make it more epic. Anyway, sorry it took a while, but here's the next chapter.

After the incident was over, Sonic and his friends were offered a warm welcome for the night. Princess Celestia told Twilight to keep the Elements of Harmony safe at her house, and hide them in a place where Dr. Eggman can't find them.

Meanwhile...in the outskirts of Ponyville, Dr. Eggman was searching for a safe place to hide, without attracting any unnecessary attention. Decoe was alone in the cockpit, while Bocoe was waiting for Eggman to arrive. Bocoe rushes back to the cockpit and warns Decoe that once again, Eggman was pissed off. The two hold each other and panic, as he enters the cockpit with the Egg Drones that survived.

"Uhh...I-I-It's...G-G-Great to see you again...D-D-Dr. Did you get The Elements of H-H-Harmony?" Bocoe said with his whole body shaking.

Eggman starts off calm, but eventually becomes outraged as he lets out a creepy chuckle. "Heh-Heh-Heh! No. I didn't get them! Or the other Chaos Emerald. And you want to know why..." Eggman grabs both of them by the neck. "...BECAUSE SONIC SHOWED UP! And another thing!..." He slams them on the control panel, as the Egg Drones threaten to shoot Decoe and Bocoe. "...Why didn't you tell me that Celestia can use magic!"

Decoe tried to remain calm as he explained everything. "B-B-But sir, our ratings didn't say anything about that! W-We had no idea that Celestia was capable of using magic!...And what do you mean Sonic showed up? Didn't you say this world would be the perfect place to hide from him?"

Dr. Eggman responds by letting them go. "You're right. It's my fault! I underestimated their power to sense the Emerald's presence. Even if we travel to another world, somehow they found a way to track us down!" Eggman panics for a bit. "We're in serious trouble! Princess Celestia's not the only one who possesses magical power. It seems that each pony in this world has some kind of special ability. If Sonic and the others become friends with them, they'll outnumber us a million to one!"

"What should we do now Dr.?" Bocoe asked.

"There were six ponies that protected her. One of them found the Chaos Emerald, but refused to give it up until Sonic arrived! So, my instinct tells me that taking them out, will bring us one step closer to victory!" Eggman said.

"How can we do that?" Decoe asked.

"First, I'm gonna do what I should have done from the beginning! Hand me The Eggstractor!" He then fires a beam at the Chaos Emeralds, infecting them with Dark Energy. The Emeralds turn completely black with a strange purple aura surrounding them. The three of them watch, as the machine holding the Emeralds in place becomes corrupted. Sharp glowing crystals emerge from the machine as the Dark Energy takes effect, completely destroying the CC Beacon. Decoe and Bocoe were astonished, but Eggman just smiles, not caring that without Chaos Control, they're unable to transport back to their world.

"Very impressive Dr...But, how are we gonna get back to our world now?" Decoe asked.

"We're not going back you fools!" Eggman responds. "Don't you see? With Dark Energy, we can infect all of Equestria! If it can corrupt machines, just imagine what it can do to other life forms!...Celestia will have no choice but to surrender!"

"But sir, what about her students?" Bocoe questioned.

"I'll take care of them myself! In the mean time, I need the two of you to search for whatever you can find about them!" Eggman responded. He didn't know their names yet, but by using his memory, he was able to give exact details for the two dimwits to look up. He described Twilight as a violet colored unicorn pony with a purple mane and tail, who appears to be the leader of the group. Rainbow Dash was described as a blue colored Pegasus pony with a rainbow mane and tail. She's insanely fast, confident, and sometimes stubborn. In a way, she reminds him of Sonic. Applejack was described as a light orange colored Earth pony with white freckles, a cowgirl hat, and a golden mane and tail. Pinkie Pie was described as a light pink colored Earth pony with a light red mane and tail. She was energetic, hyperactive, and always excited; which gave Eggman the creeps. Rarity was described as a white colored unicorn pony with a purple mane and tail. He remembers her the most, since she insulted his style and refused to give him the Chaos Emerald. And finally, Fluttershy was described as a light yellow Pegasus pony with a pink mane and tail, who was too sweet and kind to defend herself during his attack. In fact, Eggman laughed so hard when she tried talking to the Egg Drone, instead of fighting it.

"We'll do our best sir!" Bocoe said while saluting to Dr. Eggman.

"Good!" Eggman responds. "Now, park the Egg Carrier behind those mountains, so that I can pay Sonic a little visit!"

As they reached the mountainside of Equestria, the sound of the thrusters wakes up a huge dragon that was sleeping inside it's cave. The same dragon that Fluttershy reasoned with during an episode called "Dragonshy." When he roars at the Egg Carrier, Decoe and Bocoe run away like a bunch of cowards. Eggman remained calm and presses a big red button on the control panel. Using the Egg Carrier's most powerful weapon, The Omega Laser, Eggman decides to use the dragon as his first test subject, to see what the Dark Energy can really do. When the Omega Laser charges up, it harnesses all the energy from the corrupted CC Beacon, and fires it at the dragon. He starts to mutate and can no longer control his actions, entering a deep trance that only Dr. Eggman can take away. Eggman laughs while all this is happening. "Ha-Ha-Ha-Ha! You stupid beast! Let this be a reminder to you that no one gets in my way!...Now, go back in your cave like a good boy and wait for my orders to attack!"

The dragon responds in a deep voice. "Yes, my master!"

After landing the Egg Carrier in the mountains, he prepares to strike again with a new robot that he just built called The Egg Scorpion. "Now, let's see if those ponies can deal with this!" Eggman snarls.

(End of scene)

It's now morning time in Equestria, as we cut to Sweet Apple Acres. Knuckles was relaxing inside the barn on a haystack, chewing a piece of wheat. He opens his eyes when he hears Applejack walk in to get the supplies that she needs to work on the farm.

"Oh...sorry sugar cube. Didn't mean to wake ya!" Applejack said.

"It's alright, I was already awake." Knuckles responds. He then noticed that she was about to work on the farm, so early in the morning. "Hey is there anything I can do to help?"

"You'd do that for me Knuckles?" Applejack asked.

"Sure, I'll be glad to!" Knuckles smiled.

She introduced him to her grandmother Granny Smith, her brother Big Macintosh, her little sister Apple Bloom, and her dog Winona, who jumps on him and licks his face. They were happy to meet him, and thrilled that he's willing to help out. He helps them out by digging holes in the garden with his shovel claws so they can plant seeds. She then demonstrates how to get apples down from a tree just by kicking it. Knuckles just grabs the tree instead and brings them down with one shake, but one apple accidently hits him on the head as she giggles. He then sees her struggling to move a haystack into the barn, since she had to use her head to push it. He lifts it up for her and places it inside the barn. After three hours, both of them wipe the sweat from their foreheads.

"Thanks sugar cube. Without you, we couldn' finish this early!" Applejack said.

"Oh no...I'm the one who should be thanking you A.J." Knuckles said.

"How come?" She asked.

"You see, back in our world, the only thing I've ever done was guard the Master Emerald and help Sonic stop Dr. Eggman." Knuckles replied. "It felt as though my life just slipped away from me. But you've shown me what it's like to actually make a living and work for something. So...Thank you!"

Applejack smiled as they both went back inside to make apple pies for their friends. Knuckles used his spiked fists to help peel the apples, while Granny Smith and Big Macintosh were in charge of baking. Once that was done, they agreed to meet with the others at Sugarcube Corner. Outside the Carousel Boutique, Amy shouts as Rarity accidently pokes her with a needle.

"Ouch!"

"Hold still darling this will only take a second." Rarity said.

While working on a new dress, Amy was chosen as her model. Well...more like her mannequin.

Rarity was impressed with her design. "I say Amy, you look fabulous!"

"Do you really think Sonic will like it?" Amy asked while striking a pose.

"I don't see why not." Rarity answered. "You'll definitely be the center of his attention!"

After introducing Amy to her little sister Sweetie Bell, Amy spotted her pet cat Opalescence, or Opal for short.

"HUH, she's so cute!" Amy gasped while hugging it. Of course, the cat had a miserable look on her face.

At the Everfree Forest, Cream and Fluttershy were picking flowers as Cream places one on Fluttershy's mane. They looked so adorable together. After helping Fluttershy feed the animals around her cottage, she demonstrates her singing to the birds, with Cream and Cheese as her only audience.

"Oh that was wonderful Ms. Fluttershy!" Cream applauded.

"Why, thank you sweetie!" Fluttershy smiled.

Cheese was excited. "Chao! Chao!"

"He's so cute!" Fluttershy giggles.

Music starts: (Sonic Generations: Rooftop Run- Modern)

Sonic and Rainbow Dash were playing tag, using their incredible speed all throughout Cloudsdale. They were having so much fun. Some of the ponies manes were ruined when the two rush past them. Sonic was use to running on clouds, since he's already been to a place called "Sky Sanctuary."

"Catch me if you can Sonic!" Rainbow Dash smiled.

Dash tried to maneuver in different directions, but Sonic used his quickstep and was right on her tail. He jumped in the air and tagged her.

"Tag, you're it Dashie!" Sonic smiled.

Dash responds. "Oh no I'm not!"

Sonic turned his head and noticed that Rainbow Dash used her boost to catch up to him, before she can tag him with her hoof, he quickly grabs a hold of a nearby pillar and makes a u-turn.

"Time to make a u-turn!" Sonic said.

"Hey!" Dash responds while laughing.

Sonic chuckled as he turned around, but realized that she wasn't chasing him anymore. Rainbow Dash was standing on the cloud looking at something. "Huh?" Sonic questioned. He immediately turned around and caught up to her.

"Hey Dashie, what's wrong?" Sonic asked.

She was looking at a group of Pegasus ponies in uniforms called The Wonderbolts.

"You see those ponies over there?...They're called The Wonderbolts." Rainbow Dash said. "It's always been my dream to fly with them one day!"

"Why don't you go talk to them?" Sonic asked.

Rainbow Dash was nervous. "What? N-No...I can't do that!"

"Then I'll go talk to them!" Sonic replied.

"No, Sonic wait!" Rainbow Dash screamed.

As soon as Sonic approached The Wonderbolts, they recognized him from last night. They began to crowd around him in excitement, as he was greeted by two Wonderbolts named Spitfire and Soarin'.

"Hey your that hedgehog that saved the Gala last night!" Spitfire announced. "Nicely done! I wish you were a Pegasus pony so we can offer you a chance to join our team!"

"Your name's Sonic right?" Soarin' asked.

"That's right!" Sonic winks and gives them a thumbs up. "But I couldn't have done it without the help of some new friends!" "In fact...that's what I came here for. I'm here with one of them right now!"

As soon as he said that, Rainbow Dash was waving her hooves around trying to make him stop. When he points at her, Spitfire immediately recognizes her.

"Hey Rainbow Dash!" Spitfire shouted.

"Aww man!" Dash muttered to herself. Now she has no choice but to walk up to them. She was too nervous to speak.

"You know her?" Sonic asked.

"Yeah!" Spitfire answered. "We got to spend a whole day with her after she won the Best Young Flyer Competition. She really impressed us by saving Rarity with her Sonic Rainboom. She also saved us in the process!"

"Sonic Rainboom?" Sonic thought to himself. They had a move named after him? But he'll worry about that later.

"Well, you see..." Sonic started. "...You guys are her biggest idols, she'll do anything to join your team!...What do you say?"

The Wonderbolts got into a huddle, while Sonic and Rainbow Dash wait for their answer. When it was over, Spitfire calmly walks up to her and explains everything.

"Uh, Rainbow Dash..." She hesitated. "...You're a great flier, and possibly one of the coolest ponies we've ever met. But you see...becoming a Wonderbolt is not just about showing off special moves and speed. We work as a team, and we fly as a team. And...we don't know how to say this, but...sometimes, you seem a little self centered and overconfident in yourself. Which is good!...But it's not what we're looking for. We expect our recruits to admit that they make mistakes, so they can learn from them. I'm...sorry!"

It was so hard for Rainbow Dash to take the bad news. Sonic couldn't believe what he was hearing. This was the first time he's seen her like this, such a beautiful and strong mare, being rejected by the ones she admires. His heart felt lost when she finally spoke.

"I...understand." Dashie was heartbroken. She started to cry and was feeling dissapointed in herself.

As she closed her eyes and turned around, Sonic could see tears rolling down her cheeks. She didn't want to cry in front of her heroes. He knew she was in pain, and quickly defends her.

"Now wait a minute!" Sonic shouted as he gets her attention. "Are you telling me she's not good enough, even after that time she saved you? This isn't right! She is without a doubt, the fastest and most amazing flier I've ever seen! And this is coming from someone who's known as the fastest thing alive back in my world!"

Spitfire responds. "We understand Sonic, but..."

Sonic interrupts. "Can't you just give her a chance?"

"How?" Soarin' asked.

Sonic ponders for a while, he then gets an idea.

"Tell you what, let's make a bet. We were gonna have a race later on today, stop by and check it out. If she beats me, you guys have to let her join The Wonderbolts!"

The Wonderbolts looked at each other.

"How do we know it's a fair race? You don't look like you can run that fast!" Soarin' replied.

"Oh really..." Sonic smirked as he immediately ran past them, reaching the end of Cloudsdale in 0.5 seconds. Their jaws dropped in amazement as he just stood there with his eyes closed, and let's out a small chuckle. When he runs back, a Wonderbolt named Fleetfoot decides to agree with him.

"Alright. Your on!" Fleetfoot said.

Sonic shakes her hoof, agreeing with the white-maned mare. As they walk away, Sonic thinks he took care of the problem, but Rainbow Dash wasn't happy.

"Sonic...Why did you do that?" She muttered, still having tears in her eyes. "I can't handle this kind of pressure!...I'm...I'm not good enough for them."

Sonic knew just what to say to cheer her up. "Dash, if you have a dream, don't let anyone tell you it's not possible. I've seen what you can do, maybe not everything, but I know you have what it takes! I know we just met last night, but...you should trust me on this. All my friends tell me the same thing...even Shadow. I think you can actually beat me, you just have to believe!" He smiled, but she lowers her head still feeling disappointed.

He places his hand on her shoulder as she looks up to him. "Your friends believe in you...just like I do."

She smiles, and wipes off her tears with her hoof. "...Thanks Sonic." When she hugs him, he didn't know what to do, but accept it. He could feel her mane against his neck, holding her tight in his arms.

"I'm here for you Dashie!" Sonic said.

It was quiet for a minute as he comforts her. She was feeling more comfortable now with her new friend. Dash knew she can trust him. When she felt better, they decide to meet up with Fluttershy and Cream, and walk to Sugarcube Corner together. Allowing the two mares to lead the way.

(End of scene)

Inside Sugarcube Corner, Pinkie Pie was trying everything she could to make Shadow smile. She danced, she told jokes, she even sang her famous pig song that she used when babysitting the Baby Cake Twins. Shadow just scratches his head in complete confusion, and was starting to get annoyed by her. He even threatened to crush her pet baby alligator Gummy when he started nibbling on his shoe. He thought to himself, "Something's wrong with this pony! Why is she so hyper?" Even when she offered to bake cupcakes with him, she had to sing a song about them.

"Do you always sing when you bake?" Shadow asked.

"Yeah, all the time!" Pinkie smiled.

"Ugh..." Shadow responds with a face-palm. To him, this was torture.

"C'mon Shadow, smiling is easy! Just try it!" Pinkie Pie shouted.

"I don't smile!" Shadow responds with a serious tone in his voice.

"Pleeeeeeaaaaassssseeee!" Pinkie Pie begged.

He lets out a big sigh and grits his teeth. He tries to make a smile, resulting in a very funny but creepy expression on his face.

"Uh...nice...try!" Pinkie said with a worried look on her face. "We'll...work on it!"

Shadow rolls his eyes as Pinkie Pie opens her front door. She sees Twilight from a distance, walking towards her porch with Spike and Tails. Before they went to bed last night, Twilight explained the history of Equestria to Tails. She talked about where the Elements of Harmony came from, and how Equestria was found by three different pony tribes: the Pegasi, Earth ponies, and the Unicorns. At first they didn't get along, until a mysterious blizzard forced them to work together to protect the land. She also talked about the time when Princess Luna became Night Mare Moon, and how they were able to change her back with the Elements of Harmony. Spike added his own story, telling him about the time Twilight and her friends defeated Discord when he returned.

"And that's pretty much all you need to know about Equestria Tails!" Twilight said.

"Wow!" Tails responds. "Who'd ever thought that of all places, Eggman would pick a world that's full of magic!"

"Eggman?" Spike was concerned. "Was he the one who attacked the Gala last night?"

"Yeah." Tails replies.

"That's why they're here Spike. To stop him!" Twilight added.

Tails started talking about the recent adventures they had. One was from "Sonic Generations," where they met their past selves through time travel, and got to relive some of their most classic moments in history. The other was from "Sonic Colors," where they stopped Dr. Eggman from kidnapping a friendly alien race called Wisps, for his Interstellar Amusement Park. He also described where Shadow came from, and why he's known as "The Ultimate Life Form." And talks about the time when Super Sonic defeated Perfect Chaos after flooding Station Square.

"Woah...Dude that's awesome!" Spike said.

Everyone meets up at Pinkie Pie's house, where the girls treated their new guests to breakfast. They had apple pies made by Applejack and Knuckles, and cupcakes made by Shadow and Pinkie Pie. Shadow had no intention on remembering what he had to go through when they started baking.

"You know guys, I think I found a new hobby!" Knuckles said. He really enjoyed baking with Applejack.

Sonic jokes around. "Yeah, I'll let you know when I need an apple peeled Knuckles!"

Everyone laughed, except for Shadow.

After breakfast was over, Twilight and her friends offered a small tour of Equestria, showing them places they haven't seen yet. They met the Mayor of Ponyville in Town Hall, and visited places like the Froggy Bottom Bog, Whitetail Woods, and a small western town called Dodge Junction. After the tour, they decide to head back to the Everfree Forest when Twilight asks them a question.

"By the way guys, I almost forgot to ask. How exactly did you get here?"

"Well um, I guess you can say we used a little magic of our own, Ms. Twilight!" Cream answered.

"Huh?" Twilight was confused.

"Here, we'll demonstrate!" Sonic said. "Shadow..."

"Got it!" Shadow responds. He pulls out the Chaos Emerald, and shouts out "Chaos Control!"

In a bright flash, Shadow disappears. The girls stood there with their mouths agape, wondering where he went.

"Cool, but where's Shadow?" Pinkie Pie asked.

"Up here!" Shadow was standing on the branch of a tree, not too far from them.

"What in tarnation?" Applejack was surprised. "How'd he do that?"

Tails explained. "Well you see, with the Chaos Emeralds, we can perform a technique called Chaos Control. It allows us to travel great distances with just one Emerald, but so far, Sonic and Shadow are the only ones who can perform it successfully. We believe that's how Eggman got here too!"

"More than enough reasons why I love those gems so much!" Rarity announced.

"Oh Rarity!" Twilight giggles.

"Nice trick, but that's not why we're here!" Rainbow Dash said. She approaches Sonic, and taps him with her hoof. "Are you ready for this Sonic?"

"Only if you are Dashie!" He responds with a smile.

When they get into position, Sonic finally notices Amy's new dress.

"Nice dress Amy!" He announced.

Her eyes opened wide as they sparkled. "Really, you like it Sonic? Maybe now we can finally be together!"

Rainbow Dash laughs when she hears that.

"Maybe not that nice Amy!" Sonic rolls his eyes, quickly changing his tone.

Amy was so excited that he noticed, as Rarity complements her.

"See I told you, boys can't resist the art of a beautiful dress!" Rarity whispered to her.

Amy hugs her tight, messing up her mane. "Thank you so much Rarity!"

Rarity gently tries to push her away with her hooves. "Your welcome darling, now can you please let go of me!"

Before the race could start, four Wonderbolts were flying overhead. They immediately spot Rainbow Dash, and land in the Everfree Forest to watch the race. Spitfire, Soarin', Fleetfoot, and a new recruit called Rapidfire, came to observe Dash's progress, while the others were still training. Rainbow Dash was nervous, but became confident when she remembered what Sonic told her. Everyone was excited for this, well...except for Shadow. Twilight and her friends were rooting for Dashie, while Sonic's friends were rooting for him.

Pinkie Pie hops to the center, and raises her hoof high in the air. Sonic and Rainbow Dash look at each other, wishing the best of luck. "On your mark!...Get set!..." Before she can say "Go!" the ground begins to shake again. Everyone immediately reacts to it.

"Hey what's going on?" Spike shouted. The rumbling causes him to lose his balance.

"Is it an earthquake?" Knuckles asked.

"No, it's something worse!" Shadow responds. He quickly does a back flip off the tree, and lands safely on the ground.

"Heeeeyyyyy, thiiiiiissss maaakkkeesss myyyyyy voiiiiicccee sooouuunnnd siiiillllyyy!" Pinkie Pie announced. Her whole body was shaking off the ground.

Two giant drills emerge from the ground behind them, as Dr. Eggman makes his appearance with the Egg Scorpion. As you can imagine, it's a huge vehicle that resembles a scorpion with metallic armor. It has metal pinchers that can alternate between laser cannons, and drills to burrow underground. It can shoot plasma beams from it's mouth and stinger, and fire heat-seeking missiles from the hatches on it's tail. It's special attack includes burrowing underground and sticking it's tail out to open fire on it's enemies.

"Dah-Ha-Ha-Ha-Ha-Ha!" Eggman laughs.

Fluttershy quickly hides behind Tails when she sees him.

"Eggman!" Sonic shouts.

"Aww isn't this sweet? One big friendly reunion!" Eggman responds with an evil grin.

"Can't you leave us alone Egghead? We were in the middle of something!" Rainbow Dash yells.

"So am I." Eggman said. "Now this is your last chance, hand over the Elements of Harmony and maybe I'll consider sparing your lives!"

"We'll never give you the Elements of Harmony Eggman!" Twilight said.

"Fine! If that's your choice, then I guess I'll just have to kill you! Wah-Ha-Ha-Ha-Ha-Ha-Ha!" Eggman laughs hysterically.

"Is he always this crazy?" Spike asked.

Sonic and his friends all respond at the same time. "You have no idea!"

Rainbow Dash quickly turns to The Wonderbolts. "Spitfire, go and alert Princess Celestia!...We'll handle this!"

"Alright, just be careful!" Spitfire responds. As they take off, Dr. Eggman was still laughing.

Knuckles shouts out. "Don't get too cocky Eggman, there's thirteen of us and only one of you!"

"Your right Knuckles, that hardly seems fair! But don't worry, I brought backup!" When Eggman snaps his fingers, everyone turns around as they hear a loud roar from the distance. The dragon smashes it's way through the Everfree Forest, knocking down the trees in front of them. It growls when it spots it's prey, smoke was coming out it's nostrils.

Tails was stunned. "A dragon?"

"Hold on everypony!" Applejack started. "Ain't that the same dragon that Fluttershy reasoned with before?"

"Your right." Fluttershy responds. She gently flies up to him.

"Fluttershy wait!" Twilight said.

"There, there, Mr. Dragon, we're not gonna hurt you." Flutteshy pets him with her hoof. "It's alright everyone, he's friendly."

But Twilight notices something, the dragon looks completely different from before. His colors have changed, his whole body was a dark neon purple, while his eyes, claws, abdomen, and scales were blood red. Was he possessed or being controlled by something else? When Fluttershy turns around, the dragon opens it's massive jaws and was about to strike.

Tails quickly panics as he points to it. "Uhh...F-Fluttershy, I don't think he's friendly!"

When she looks back, the dragon tries to eat her. She screams and quickly moves out of the way.

"Ah-Ha-Ha-Ha-Ha!" Eggman laughs. "Now you overgrown reptile...ATTACK!"

Music starts: (Sonic Generations: Perfect Chaos- Phase 2)

The dragon attacks with it's fire breath.

"Everyone split up!" Twilight shouted.

The group splits into two teams after dodging the attack. Sonic, Rainbow Dash, Cream and Cheese, Twilight, Knuckles, and Pinkie Pie will take care of Dr. Eggman. Shadow, Rarity, Amy, Spike, Applejack, Tails, and Fluttershy will take care of the dragon.

The dragon's roar shakes the entire Everfree Forest. Shadow and his team move in with Tails and Fluttershy flying overhead. The dragon uses it's fire breath again, but they quickly dodge it. Rarity uses her magic to lift up a tree and throws it at him. He catches it in his mouth and breaks it with his powerful jaws. Shadow jumps high in the air using his rocket shoes and punches him multiple times across the face, while Applejack charges at him and kicks the dragon in the stomach. He quickly recovers, and tries to crush Applejack with his fist. When she moves out of the way, he grabs Rarity as she screams.

"Rarity!" Spike shouted.

"Spike, help me!" Rarity screamed. When the dragon roars at her, she reacts to his breath. "Ugh! You really need a breath mint darling!"

Spike quickly moves behind him and uses his own fire breath to burn the dragon's tail.

Amy helps out by smashing the dragon's foot with her hammer. "Let her go you beast!"

As the dragon roars in pain, he releases her. Rarity falls, but Tails catches her.

"Don't worry Rarity, I got you!" Tails said.

The dragon turns his attention to Spike and tries to crush him with his tail, but Fluttershy swoops down and saves him.

Spike was relieved. "Phew...Thanks Fluttershy!"

"This is terrible! I wonder what happened to him?" Fluttershy was worried about the dragon, despite the fact that it's trying to kill them.

"Alright, no more fooling around!" Shadow growled. He tried using his spin ball attack, but the dragon smacks him with his tail. Shadow crashes through a line of trees and hits the ground.

"Ugh!...Damn it!" Shadow grunts as he tries to get back up.

Applejack runs up to him. "You alright sugar cube?" After helping him up, the dragon sees both of them in the corner and uses his fire breath again, setting the trees on fire. Shadow quickly grabs her hoof and uses Chaos Control. After reappearing with the rest of the team, the dragon spreads out it's wings and tries to fly away.

"Oh no you don't!" Applejack shouts. She uses her lasso to grab the dragon's tail. Everyone grabs a hold of it, preventing the dragon from reaching higher altitude. Rarity gets an idea when she sees a huge boulder in the ground. She uses her magic to lift it up and tells Shadow to use it as a weapon.

Amy responds. "Hurry Shadow!...We can't hold him much longer!"

Shadow quickly touches the boulder with both hands and shouts out "Chaos Control!" He warps above the dragon's head and slams the boulder on him. The dragon falls to the ground hard, if he wasn't hurt before...he is now. Shadow was on top of the boulder, but jumps off thinking that the dragon's taken care of. But to their surprise, the dragon still tries to get up and unleashes another fire blast. It barely misses them, but burns off a part of Amy's new dress.

"My dress! You ruined my new dress!" Amy loses her temper and starts hitting the dragon many times with her hammer, knocking him out.

Fluttershy was a little frightened by Amy's temper. Tails tries to keep her under control. "Amy, Amy! Relax, it's okay!"

"Okay? This is a crime against fashion!" She yells.

"Oh, how dreadful!" Rarity responds. "Don't worry Amy, I could make you another dress!"

"We don't have time for this!" Shadow interrupts. "We have to see how the others are doing! Now let's go!"

Meanwhile...Sonic and his team were chasing the Egg Scorpion as it keeps backing away from them. Rainbow Dash was flying right next to him.

"Sorry Dash, I guess that race will just have to wait!" Sonic said.

"It's cool. Besides, kicking Eggbrain's butt will be so much fun!" Rainbow Dash responds.

Eggman interrupts. "I hate to ruin your little conversation, but it's time to make you fools suffer!...I'll show you what real evil is!"

Music starts: (Sonic Heroes: Egg Emperor)

The Egg Scorpion attacks by firing the laser cannons from it's pinchers.

"Dodge This!" Eggman laughs.

"Watch out!" Sonic screams. He jumps over them, while everyone else prepares to attack. Knuckles uses his fists to burrow underground, when he gets close enough to The Egg Scorpion, he pops out and uppercuts the head.

"Surprise Eggman!" Knuckles shouts.

"Ngh!" Eggman grunts.

Knuckles rapidly punches it, but the tail locks on him and fires a plasma shot. It hits Knuckles as he smacks into a tree. Sonic uses his boost to gain speed, and hits Eggman with a homing attack.

"Girls, Eggman always makes the same mistake. Aim for the head!" Sonic announced.

"I'm on it!" Twilight said. She fires an energy beam from her horn. But it barely does any damage.

"Leave him to me!" Rainbow Dash said. She flies towards him, but Eggman tries to blast her with the laser cannons. She does a barrel roll to avoid them. A sharp spike emerges from the tip of the tail, stabs a big rock, and throws it at her. Like Sonic, she boosts up to gain more speed, and actually smashes through it.

Eggman speaks. "Hm...not bad, but you're in a no fly zone!" He presses another button on his control panel. All the hatches on the tail open up, firing all the missiles.

"Woah!" Pinkie Pie panics. She hops around to avoid the missiles, but one explosion sends her flying into a bush.

"I'm okay!" She responds. Waving her hoof outside the bush.

Twilight runs away from them, but destroys some with her magic when she turns around. She also does a neat trick where she uses her magic to stop one in it's tracks, spins her whole body around, and fires it back at The Egg Scorpion. Eggman blasts it with a plasma shot before it could hit him. Just like the Egg Drones, Cheese was using himself as a weapon to protect Cream, he hurls himself at certain missiles, destroying them on impact.

Cream yells out to him. "Cheese get em!" When he accidentally misses one, she quickly uses her ears to fly off the ground before it explodes.

Sonic uses the missiles as a step ladder to reach the cockpit, he damages Eggman with another homing attack. Rainbow Dash flies high in the air while the missiles were chasing her. She easily maneuvers around them and laughs, but is totally surprised when they turn around and chase her again. She then gets a brilliant idea, the missiles follow her while she heads straight for The Egg Scorpion. She suddenly changes directions as Eggman shields himself with the Scorpion's arms. After a huge explosion, The Egg Scorpion was finally damaged, but Eggman wasn't finished yet. Rainbow Dash allows Sonic to grab on to her hooves when he jumps.

"Thanks for the ride Dashie!" Sonic said. When they reached The Egg Scorpion, he uses another homing attack when she lets him go.

"D'ah!" Eggman grunts.

"Yeah, get him Sonic!" Rainbow Dash was cheering for him.

Knuckles finally gets up, and uses all his strength to push the tree down, hoping it will crush Eggman. Thinking quickly, Eggman switches the Scorpion's cannons with the two drills, and burrows underground before the tree can hit him. He sticks the tail out, and prepares to fire again. Before Sonic can go after him, Rarity and the others catch up to them. That's when Tails remembered something, he brought a ring with him in case of an emergency.

"Sonic here, catch this!" He throws it to Sonic.

Sonic catches it. "Thanks buddy!"

The Scorpion charges the plasma beam on it's tail, and fires multiple shots. Sonic runs towards it with the ring glowing in his hand. He uses his quickstep to move left and right, avoiding the shots. Just like in Sonic X, he can perform a super spin ball while holding a ring in his hand. It's super fast and powerful that it can destroy an enemy with one shot. He smashes up the tail, completely destroying it.

"No! I can't believe this!" Eggman screams.

The Egg Scorpion emerges from the ground once again, Sonic makes a u-turn and prepares for another attack with the super spin ball. This time, he takes out all the legs on the left side of the vehicle. The Egg Scorpion falls on it's side.

"Why you little!" Eggman shouts.

Pinkie Pie crawls out of the bush, her mane was still covered with leaves. "Take that you big meanie!" She responds.

Twilight then realizes something, The Egg Scorpion is a machine; which means it's completely made of metal.

"Sonic wait, I have an idea!" Twilight gets his attention. "Fluttershy, Rainbow Dash, I'll need your help with this one!"

She uses a spell to create a small rain cloud, Fluttershy gently pushes it over The Egg Scorpion.

"Alright Sonic, it's time to show you my job as a weather pony!" Rainbow Dash said.

She jumps on the rain cloud repeatedly, causing precipitation. Eggman locks on Twilight and fires the plasma beam from the mouth. Twilight defends herself by using the energy beam from her horn, causing the two beams to collide. While she was struggling to maintain her magic to overpower the plasma beam, The Egg Scorpion was starting to rust from the rain.

"It's working Twilight!" Fluttershy said.

Eventually, the controls of The Egg Scorpion start to shut down.

"No, this can't be happening!" Eggman shouts.

The plasma beam deactivates when Rainbow Dash creates a lightning bolt that shocks the control panel, allowing Twilight to attack the cockpit with her magic. Finally, Dr. Eggman was revealed. Rainbow Dash decides to finish him off with her most powerful technique, The Sonic Rainboom. She flies away from the rain cloud and heads for the sky. After reaching high altitude, she dives down with lightning speed, sticking her hooves out in front of her. Sonic and his friends watch with curiosity. She gets teary-eyed from her speed as she accelerates. Twilight warns everyone to duck in cover. Rainbow Dash breaks the sound barrier, unleashing the miraculous Sonic Rainboom. When Eggman sees this, he quickly hits the eject button before she can hit him. A huge shockwave blows everyone away when she passes them, leaving a rainbow trail behind. Rainbow Dash penetrates through the entire Egg Scorpion, causing it to blow up instantly. The explosion can be seen throughout Ponyville. But once again, Eggman escapes in his Egg Mobile, and heads back to the Egg Carrier. Rainbow Dash was a little dizzy from the impact, but responds after recovering.

"Hey Egghead, how does it feel to get your butt kicked by a pony?"

Eggman shouts from a distance. "You annoying little pests! This isn't the end!" He flies away, planning his revenge.

Sonic and his friends were completely speechless after witnessing the Sonic Rainboom for the first time.

"Wow...I had no idea you can do that Rainbow Dash!" Tails was amazed.

"Huh, so that's a Sonic Rainboom!" Sonic said.

"So what do you think Sonic?" Rainbow Dash was proud of herself. "Sometimes I impress even myself!"

"Nice work Dashie!" They high five each other, but their victory was short lived. The Everfree Forest was still on fire from the dragon's attack, creating a huge cloud of smoke all over Ponyville. Every pony was coughing because of it, putting their health at risk. The fire also scares away the cute forest animals as Fluttershy tries to help them.

"Hold on little ones!" She cries.

"What should we do?" Amy asked.

"Twilight, be a dear and use that rain spell again please!" Rarity said.

"Sorry Rarity, I can't!" Twilight responds. "It takes a lot of magic, so I can only use it every once in a while!"

"No worries Twilight, I'll take care of this." Sonic had a smirk on his face.

Sonic uses his spin dash to circle around the Everfree Forest. He puts the flames out with a special move called The Blue Tornado, a whirlwind of supersonic speed that can be perfected as an attack, and a defense to trip up his enemies.

Princess Celestia flies in with her bodyguards to check on our heroes.

"I came here as soon as I got the message! Is everyone alright?" Celestia asked.

"We're okay Princess Celestia!" Applejack replies.

"What happened here?" Celestia looks around in complete shock. "Who did this?" She turns her attention to her students.

"Dr. Eggman, your highness!" Shadow answers as he bows his head with respect.

"But it wasn't just him!..." Pinkie Pie announced. "...There was also this big scary dragon, that was like this, and this..." She was reenacting everything the dragon was doing, adding her own sound effects too. "C'mon we'll show you!"

When they approach the dragon, the Dark Energy starts to wear off. His colors and personality return to normal as he slowly opens his eyes.

Fluttershy kindly asks him a question. "Oh my, are you okay?"

But Rainbow Dash was a little more assertive. "Alright fire breath, now talk! Why did you attack us like that, I thought we had an agreement?"

The dragon took quite a beating, so it was hard for him to remember. He finally speaks up after rubbing his head from the pain.

"I...can't seem to remember what happened! All I know is that I was taking a nap inside my old cave, minding my own business. A strange sound woke me up, so I went to investigate. All of a sudden, a giant battleship just blasts me with this unknown energy, I was unable to stop it! And for some reason, I couldn't help but obey his commands."

Sonic took a minute to think. What could Eggman possibly possess that can control an entire dragon? He lost his train of thought when Applejack speaks up.

"Well what in tarnation were you doing back here in Equestria? You could of hurt someone!"

The dragon apologizes. "I'm...I'm sorry ponies. I just really missed my old cave!" Fluttershy tries to comfort him.

"It's alright, we know you didn't do it on purpose. But you must leave Equestria and return to your new home." She was so sweet to him after all this.

"She's right." Celestia adds. "It's the only way to guarantee your safety."

"Thank you for understanding!" The dragon responds. He spreads his wings and flies away, waving goodbye to everyone.

Before heading back to Ponyville, Princess Celestia uses her magic to restore the Everfree Forest back to it's original form. Twilight, Rarity, and her unicorn guards help out. When it was fully restored, the forest animals were finally able to return home safely. Princess Celestia immediately calls out for a group meeting at her castle, to discuss what needs to be done about Dr. Eggman. Sonic stops for a second to look at the sky. He knew Eggman was still out there, plotting his next attack. What can he do to prevent it from happening?

"Sonic, are you coming?" Pinkie Pie asked.

He immediately turns around and catches up to them.

(End of scene)

To Be Continued...