Hey guys. In order to thank you for your comments and for liking my story, I made some artwork for you to enjoy. You can check it out on google and look for a name called Nightfire3024. Anyway, I have to split this chapter into two sections again. Sorry it took so long but here it is, the next exciting chapter, will Dr. Eggman finally succeed? Let's find out.

After Eggman's attack in the Everfree Forest, we join our heroes back in Canterlot as Princess Celestia invited them all to her palace for a group meeting. Sonic and his friends never took the time to admire how fascinating it was, since they were only there to stop Dr. Eggman.

"Woah...Nice place!" Sonic looks around.

Amy was admiring it as well. "Isn't it beautiful? I've always dreamed of living in a place like this, just like a real princess! Wouldn't you agree Sonic?" She smiles at him, dreaming that one day they can live together.

Princess Celestia was sitting on her throne, drinking a cup of tea with her magic. Her guards were standing next to her, while the royal servants were busy repairing the damage that Eggman caused the other night. Everyone waits for her response.

"So from what you've told me, Dr. Eggman has found a way to control a fully grown dragon in Equestria?"

Sonic approaches her calmly, and begins to speak. "Believe me Princess, we're just as surprised as you are. We think it has something to do with negative energy!"

"Negative energy?" Rarity asks.

"Yeah!" Tails answers. "Just like in this world, there's positive and negative energy found in the Chaos Emeralds. It represents good and evil."

"You sure know a lot about them Tails!" Twilight said.

"Well what can I say, that's why he's my number 1 assistant!" Sonic gives Tails a nuggie.

Tails laughs. "Hey, cut it out Sonic!"

Knuckles interrupts. "But this doesn't make any sense, how in the world could Dr. Eggman get his hands on negative Chaos energy? And even if he did, there's no way he could figure out how to use it to it's advantage! The true power of the Chaos Emeralds can only be activated by someone with a good heart, something that Eggman doesn't have. But what concerns me more is that even after being exposed to negative energy, why would the dragon just obey Eggman's orders? It's strange that he didn't just destroy Eggman after turning against him, and rampage through Ponyville instead. The same thing happened with Perfect Chaos!"

Rainbow Dash laughs. "Ha-Ha, I'd love to see that!" Everyone looks at her. "I meant the part where Egghead gets destroyed, not the part where the dragon attacks Ponyville!"

Fluttershy continues the conversation when she turns to Knuckles. "But maybe it's not pure negative energy."

"Or it could be something else." Twilight added.

"We won't know until we find out!" Shadow implied.

"He's right!" Amy announced. "We have to get to the bottom of this!"

"Then it's with the best intentions that you go out and look for him, before he causes more harm to our village! But something troubles me..." The Goddess was actually worried. "...Sonic, if you told us that Eggman came here for the Chaos Emeralds, then why does he want The Elements of Harmony as well? It's not like they could serve a purpose to him."

Sonic puts his index finger and thumb to his mouth, trying to think. "Hmm...Wait a minute! Twilight, didn't you say that The Elements of Harmony contains the most powerful magic in Equestria, and that it keeps this world at peace?"

"Yeah?" Twilight responded.

"That's it!" Sonic snaps his fingers. "Eggman's trying to get rid of your defenses so he can take over Equestria a lot easier!"

"In other words, he's a coward! I say we find him and give him the boot!" Rainbow Dash shouted.

Sonic crosses his arms. "It's not gonna be that easy Dashie, with Eggman it never is!"

"Well it's a good thing we know that Eggman has the other Chaos Emeralds, I'll do whatever I can to sense their power." Knuckles said.

"Oh how lovely, you can sense gems too?" Rarity asked. "I thought I was the only one who could!"

"Nice, we have something in common." He gives her a thumbs up. "But I can only sense the Chaos Emeralds!"

"And don't worry Sonic, I'll see what I can do to fix The Emerald Tracker. If it works, It'll lead us directly to the Egg Carrier by detecting the nearest Chaos energy!" Tails said.

"You actually made that thing? That's so cool!" Spike was impressed.

Shadow rolls his eyes. "Oh please, that piece of junk couldn't find a diamond in a jewelry store!"

"Oh yeah, just wait and see Shadow!" He responds.

"It sounds like this just turned into a game of hide and seek!" Spike said.

"Yay, I love hide and seek!" Pinkie Pie announced.

"Well we can't just stand here and do nothing!" Rarity said.

"Rarity's right, we have to find him!" Knuckles slams his fist on his right hand.

"Then the best of luck to all of you! Twilight Sparkle?..." Celestia looks at her. "...I'm placing you in charge of this investigation. If you see anything suspicious, please, let me know as soon as possible."

"Yes Princess Celestia!" Twilight responds. Everyone bows before leaving the palace to start their mission, except for Shadow. He figured bowing to her once is good enough.

When they walk out the door, Applejack gets an idea. "I'd reckon if we split up, we can cover a larger area!"

"Good idea Applejack!" Twilight said.

Rainbow Dash whispers in her ear. "Um Twilight, is it cool if I go with Sonic?"

Twilight responds. "Gee Rainbow Dash, you sure like spending time with him."

Rainbow Dash rubs the back of her mane with her hoof. "I know, but...I've never met anyone like him before. He's just like me! He's cool, confident, adventurous, laid back, and never afraid of a challenge. He even told me that he hates the water, just like I do. I don't know why, but he reminds me of Daring Do. But I have to admit, he can be a show off sometimes!"

Twilight laughs after joking around. "You mean, just like you!"

"Hey!" Rainbow Dash gently shoves Twilight with her hoof.

As they prepare to search for Dr. Eggman, Twilight gets their attention. "Alright listen up, Princess Celestia is counting on us! Sonic and Rainbow Dash, you two head for Cloudsdale, see if you can spot anything from up there. We'll meet back at my house when we're done searching!"

"Race you there Sonic! Think you can keep up?" Rainbow Dash smiled as she took off.

"No sweat!" Sonic runs after her.

Twilight continues. "Fluttershy, see if you and Tails can find anything in the Ghastly Gorge. But watch out for the Quarray eels!" They both blush when they see each other, and smile as they look away.

"Applejack, you and Knuckles should head back to Sweet Apple Acres. Just in case anything unusual is happening!"

"Sure thing!" Applejack replied. "C'mon Knuckles!" When she gallops, Knuckles was able to catch up to her by running at his own pace.

"Shadow, you and Rarity..." Shadow rudely interrupts. "Can it Twilight! I don't take orders from you!" He turns his back on them and runs away with a serious expression on his face, he plans to search for Eggman on his own. Twilight didn't know how to react to his attitude. "Is he always like this?" She asked.

Tails tries to make a joke, but it really didn't help. "Oh that's nothing, you should see him when he misses breakfast!"

"I don't know if going with him would be such a good idea Twilight. He seems rather...vicious!" Rarity was somewhat afraid of Shadow.

"Don't worry girls, he's really not that bad once you get to know him." Tails added.

"I'll go with him!" Pinkie Pie shouted with excitement.

Rarity quickly responds. "Be my guest!"

When Pinkie Pie hops after him, Twilight shouts from a distance. "Be careful Pinkie! Ask Shadow if he wouldn't mind searching the Whitetail Woods with you!"

"Okie Dokie!" She responds.

"I'll go with you Ms. Rarity." Cream suggested.

"Thank you Cream, your such a sweetheart!" Rarity said. She then turns to Twilight and says "May I suggest looking for him back in Ponyville?"

Twilight responds. "Okay Rarity, just ask every pony if they've seen anything!"

"We'll do our best!" Cream announced. "Let's go Cheese!"

"Chao! Chao!" He responds. They follow Rarity as she gallops towards Ponyville. Cream starts flapping her ears to fly, while Tails and Fluttershy head straight for the Ghastly Gorge together.

"I guess that leaves the three of us." Spike said.

"Where should we go?" Amy asked.

Twilight answers. "Follow me, we'll search in Manehattan and Appleloosa! Dr. Eggman has to be around here somewhere!"

Amy was curious, they were both places that she hasn't seen yet. She was excited, but didn't forget their mission.

(End of scene)

Back at the Egg Carrier, Dr. Eggman returns and was more furious than ever. Being defeated by a bunch of puny ponies made him feel so humiliated. Decoe and Bocoe were busy using the super computer to search for any information that they could find on Twilight and her friends. When Eggman arrives, Decoe still hasn't learned to keep his big mouth shut.

"I take it things didn't go so well with Sonic, huh Dr. Eggman?" Decoe said.

"Save it Decoe, I'll take care of you later! You two numbskulls have better found something good!" Eggman shouts.

"We did sir..." Bocoe responds as he looks at the monitor. "...According to what we found out about these ponies, the purple unicorn's name is Twilight Sparkle."

"Purple? I thought she was violet?" Decoe asked.

"Whatever!" Bocoe continued. "Anyway, she was chosen by Princess Celestia to become her apprentice, and spends most of her time studying everything there is to know about magic. In fact, she possesses a huge supply of magical power, which allows her to perform many useful techniques. She also represents the Element of Magic."

"I know, I've seen it myself!" Eggman snarled. "Who's next?"

Decoe replies. "Rainbow Dash is the blue Pegasus pony that you were talking about earlier. And you were right sir, she's just like Sonic in every way! Not only does she match his speed, but his attitude as well. She dreams about joining a group called The Wonderbolts, and represents the Element of Loyalty." Every time Eggman looks at her, it reminds him of someone he hates. Decoe continues. "Pinkie Pie is the pink earth pony that's always so jolly and cheerful. You know, the one that gave you the creeps? She's known as the party planner of Ponyville, and really enjoys to smile and sing. Ugh...I can see why you don't like her! She's also known as a comic relief to the other ponies, since she loves telling jokes, and represents the Element of Laughter."

"What about the orange one with the cowgirl hat?" Dr. Eggman asked.

"Her names Applejack!" Bocoe responded. "She represents the Element of Honesty, and spends most of her time working on a farm called Sweet Apple Acres. She's highly skilled with a lasso, and is one of the strongest ponies in all Equestria. Rarity is the white unicorn pony that represents the Element of Generosity. I believe she's the one that you were the most concerned about Dr."

"Nothing would satisfy me more than to see her beg for mercy while I strangle her! NO ONE INSULTS ME!" Eggman shouts.

"But what about Sonic? Doesn't he insult you all the time?" Decoe asked.

Dr. Eggman grabs the wrench, threatening to hit him as he growls.

Decoe flinches and covers his head, but Bocoe interferes by laughing at the screen. "Get a load of this Dr. Eggman! Rarity is a pony that loves makeovers, and fashion. She actually believes that her life is glamorous!"

When all three of them laugh, Bocoe looks at the monitor again. "That's interesting!...It says here that Rarity also possesses a great deal of magical power. It's not as effective as Twilight Sparkle's, but according to our resources, her magic contains a telekinetic ability that she can use as an attack. She can also use a magic spell to find hidden gems and other fancy objects throughout Equestria."

"So, she can sense gems just like Knuckles." Eggman ponders. "Hmmm...She might be of use to us after all! But what about the yellow one?"

"Oh you mean Fluttershy?" Decoe answers. "You don't have to worry about her! According to this, it's impossible for her to be considered as a threat. Even though she represents the Element of Kindness, she's afraid of her own shadow! She spends most of her time tending to the animals, and is well known for being too shy and polite to the other ponies."

Eggman chuckles. "Heh-Heh-Heh-Heh-Heh!...I knew she was too weak and pathetic to defend herself! Getting rid of her will be way too easy! You know boys, I'm impressed. For once you actually managed to do something right!" Decoe continues to please Eggman with more information. "But listen to this Dr., besides the Elements of Harmony, their greatest power of all is their love and friendship for each other!...See?" Eggman turns his attention to the screen and sees a picture of Twilight and her friends all together.

"Aww look how happy they are, it makes me sick!" Eggman snarls.

"Really?..." Decoe panics and turns to Bocoe. "...Quick, get some alka-seltzer for Dr. Eggman!"

"I'm not really sick you idiot!" Eggman shouts. When he looks at the screen again, he notices their Cutie Marks for the first time. He pauses for a second wondering what they are. "What are those weird symbols anyway?"

Bocoe answers. "They're called Cutie Marks sir. They symbolize each ponies distinct personality or talent in Equestria!"

Dr. Eggman responds. "Cutie Marks? What is this a world created by preschoolers? That's the most childish thing I've ever heard! But no matter, what else have you found out?"

He listens while Decoe and Bocoe reveal more information about the girls. Thanks to the super computer, Dr. Eggman now knows everything about them, including where they live, what they like to do, and all their strengths and weaknesses.

Out of curiosity Bocoe asks him a question. "By the way sir, what do you plan to do with this information anyway?"

Eggman grins. "You'll find out soon enough, just think of it as a little surprise for Twilight and her pathetic friends! But we need a solution to find out what they're doing right now. Decoe, bring me the Egg Wasps, and you better not drop them!"

"Yes Dr. Eggman!" Decoe leaves the cockpit and rushes downstairs to Eggman's weapon supply room. He returns holding a glass jar filled with mechanical wasps, complete with titanium armor, metal stingers, and green eyes. They can fool anyone, even the biggest animal lovers like Fluttershy. What's unique about these wasps is that each one contains a microscopic camera that Eggman can use to spy on whatever he wants. Now with an advanced camera system, he can see anything that happens in Equestria.

"Perfect." Eggman smiles and grabs the jar from Decoe. "Now we can finally see what those fools are up to!" He opens the window from the cockpit and unleashes them all throughout Equestria. Eggman turns around and walks back to the control panel. "Alright, no more games. It's time to send out the big one!...Move!" The two robots move out of the way as he presses three buttons on the controls. The blueprints for his newest robot are revealed on screen. We're unable to see it yet but from the look on their faces it's something big, really big.

"The Egg Titan? Very nice Dr." Bocoe said. "But how are you gonna make this thing fit in the Egg Carrier?"

Eggman replies. "You let me worry about that! It'll take me a while to build, but the Egg Wasps will warn us if our position is exposed." He puts on metal gloves and carefully grabs one of the Dark Chaos Emeralds. He grins while holding it in his finger tips. "Heh-Heh-Heh-Heh, if those maggots want the Chaos Emeralds back, then I say we let them have it! But what they don't know is that there's a little present waiting for them inside! Hm-Hm-Hm-Hm-Hm-Ha-Ha-Ha-Ha-Ha!" Eggman laughs evilly.

(End of scene)

Meanwhile...Back in Equestria, we rejoin our heroes as they begin their search for the Egg Carrier.

Music starts: (Sonic Colors- Planet Wisp Act 1)

In Sweet Apple Acres, Applejack and Knuckles looked everywhere, but so far, no sign of Dr. Eggman or his Egg Carrier. Knuckles even climbed on top of the barn to get a better view. He jumps off and glides in the air, passing over a corn field as he looks around. Applejack was busy talking to Applebloom and Big Macintosh, they agree to help them with their search. Knuckles returns by reemerging from the ground, after gliding in the air he used the shovel claws to dig underground, being very careful not to damage the crops that they just planted. Applejack offers him a snack to regain his energy. She kicks an apple tree to get them down, and tosses one to him. "Thanks Applejack." He responds. He wipes it on his fur and starts eating it, but tells them that he didn't find anything either, not even underground.

At the Ghastly Gorge, Tails and Fluttershy were flying overhead. Tails was using The Emerald Tracker to try and pick up something. "By the way Fluttershy, what is a Quarray eel anyway?" He asks. Immediately after, the eels pop their heads out of the wall and scare Tails. "DAAAAAAHH!" He holds on to Fluttershy.

She responds in a sweet voice "It's alright Tails, this way." She was so cute. Tails follows her as she safely guides him through the Ghastly Gorge. The Emerald Tracker couldn't detect anything, so Fluttershy decides to approach the birds for help. She calls out to them by singing, but was kind of breaking the 4th wall because it sounded like she was singing the My Little Pony theme. His heart just melts when he hears her voice. He's never heard such beautiful singing in his life. He almost drops the Emerald Tracker, thinking to himself "Wow!...She has the voice of an angel." She kindly asks the birds if they could fly around and look for Eggman as well.

"You sure love animals don't you Fluttershy?" Tails asked.

She giggles and sticks her hoof out in front of him. "Shall we continue?" After hearing her sing, Tails didn't know how to respond. He smiles and grabs her hoof as she leads the way.

In the Whitetail Woods, Shadow was skating down the path with Pinkie Pie galloping right behind him. They searched everywhere, but couldn't find anything.

"I know, let's play I Spy!" Pinkie Pie said.

"No!" Shadow was getting annoyed.

"Great!" She smiles. Even after his response Pinkie Pie started playing. "I spy with my little eye..." Shadow comes to a halt and turns around. "Listen Pinkie, we don't have time for party games! If your not gonna help then just go wait over there!" Even after raising his voice Pinkie Pie was still excited.

"Okay!" She responds and hops over to wherever he was pointing. When she finds a tin can on the floor she actually looks inside thinking that Dr. Eggman's hiding in there. "Hello, anyone in here?" Really Pinkie Pie? You actually think Eggman could fit inside that tiny little can?

"Ugh, why did Eggman pick this place?" Shadow walks away all grouchy and continues his search.

When Twilight, Amy, and Spike reached Manehattan, Spike was too tired to continue walking, Twilight allows him to ride on her back while Amy manages to stay one step behind them. She pulls out her hammer in case they run into any trouble along the way. When Amy first saw Manehattan she couldn't help but feel like she was back in her own world. The city was so massive and awe-inspiring that it reminded her of Station Square, except for the fact that all the residents are ponies. They began their search but didn't know where to start, Eggman could be hiding anywhere in this city. They asked the other ponies if they've seen anything, but what they don't realize is that the Egg Carrier didn't travel that far. Since Appleloosa was a far away Wild West town in Equestria, they had to take a train to get there. Once they arrived, they were greeted by Applejack's cousin Braeburn.

"And who may I ask is this charmin' young lady?" Braeburn asks. Amy blushes for a second after shaking his hoof, but remembers that her heart belongs to Sonic. At least that what she thinks.

Twilight giggles. "Braeburn, this is our new friend Amy. Her friends saved us when Canterlot was under attack!"

"Is Applejack okay?" Braeburn was worried about her.

"Yeah, thanks to Amy and her friends we all are!" Twilight answers.

"What in tarnation happened?" He asked.

They tell him everything and warn him of the situation. He decides to help them out by offering them a ride on a horse-drawn carriage to continue their search. Amy explains what they're looking for.

Back in Ponyville, Cream and Cheese were flying over the cottages, but Rarity wasn't much help. Instead she was admiring a diamond necklace that another pony was wearing, she even asked where she got it from. Cream responds in a sweet voice. "Um Ms. Rarity, can you help us out here please?"

"Oh right, sorry darling!" Rarity said. She focuses on their mission and starts asking the other ponies if they've seen Dr. Eggman. She even uses some of her charm to get information from the boys. But the smoke caused by the fire in the Everfree Forest obstructed their view, so they were unable to see which direction Dr. Eggman took off to. Without any luck they continue to search for him. Rarity then promises to not let anything distract her from now on.

Rainbow Dash and Sonic both reached Cloudsdale at the exact same time. This wasn't the big race that they were planning, just a little friendly competition. But they were both satisfied that they finally found someone who can match their speed. Dashie tries to convince Sonic that she won by just a few centimeters, but Sonic chuckles because he knew the race was a tie. However, they had no choice but to settle this later, right now they're on a mission. After giving him a ride to the top of Cloudsdale, Sonic runs across the clouds with Rainbow Dash flying above him. They can see Ponyville, Canterlot, and the entire Everfree Forest from up there. They look around from where they are, but just like the rest of the gang, they couldn't see anything either.

At that point they were spotted by three of Eggman's Egg Wasps. As they follow them around their eyes start beeping which alerts the Egg Carrier, and a tiny satellite dish emerges from their bodies to listen in on their conversations.

(End of scene)

Back at the Egg Carrier, while Decoe and Bocoe were watching the radar, Dr. Eggman was busy building the Egg Titan in his observatory with a handful of Eggbots to assist him. It was the only room big enough to fit something of that size. Decoe alerts him by using the intercome. "Uh, Dr. Eggman? I hate to bother you but..." Eggman was wearing a welder's mask, he opens it up and approaches the intercome. "This better be good Decoe!" He shouts. "Sir, I think the Egg Wasps have detected something!"

"Excellent!" Eggman said. "Now, activate the surveillance system and put it on full screen!"

"Yes Dr. Eggman!" Decoe responds.

A giant monitor rises from the ground in his observatory, and shows Sonic and Rainbow Dash looking for him in Cloudsdale. He could hear their voices too as they speak up.

"Come on out Eggman! We know your out here somewhere!" Sonic shouted.

"Yeah, you can't hide forever!" Rainbow Dash screamed.

Eggman grins. "All in good time Sonic, all in good time! And don't you worry about a thing Rainbow Dash, soon your entire race will become my prisoners once I'm done with you!" He puts the mask back on and continues his work. We then get a glimpse of three Dark Chaos Emeralds in separate containers, there's no doubt that he plans to use them for the Egg Titan's power source.

(End of scene)

Time goes by as our heroes continue their search. They searched high and low but as you can expect, there was still no sign of Dr. Eggman. It was getting late so they called it a day. Everyone meets up at Twilight's house back in Ponyville, but they all shared the same bad news.

"Have you guys found anything yet?" Twilight asks. Everyone shakes their heads.

"Sorry Twilight, we couldn't find him anywhere! The one thing Dr. Eggman's always good at is hiding!" Knuckles answered.

Twilight was starting to worry, if they couldn't find Dr. Eggman, how much longer will it be until he finally attacks again? Sonic was thinking the same thing. "We'll have to inform Princess Celestia." Twilight said.

"Do you think she'll take the news well?" Sonic asked.

"I hope so." She responds.

"By the way Applejack, Braeburn says Hi!" Spike said.

"Who's that?" Knuckles asks.

"My cousin!" Applejack answers. "How is old Braeburn anyway?"

"He's good Applejack, but he misses you!" Twilight responds. "He wants to know when your coming to Appleloosa again."

"We can visit him tomorrow if you want A.J." Knuckles suggests.

"Thanks Knuckles." Applejack said.

Tails continues. "If the Emerald Tracker was working properly, then finding Eggman wouldn't be so hard! I'll have to work on it tonight!"

"Careful Tails, remember what happened the last time you stayed up all night trying to build something?" Sonic said.

Tails felt a little embarrassed. "It was just a minor miscalculation Sonic!"

"Minor?" Sonic laughs. "You almost blew up your workshop, and half of Station Square. And you set Shadow's tail on fire!"

"Yeah but, his fur grew back didn't it?" Tails said.

Twilight and her friends were laughing, but Shadow remains serious. "You guys are funny!" Twilight said. Shadow threatens Tails by grabbing him. "Just so you know Tails, I still owe you one for that!" Tails gulps.

"Chill out Shadow!" Sonic said.

The girls were getting hungry so they invite Sonic and his friends to the Ponyville Café. Applebloom, Sweetie Bell, and their friend Scootaloo join as well. It was her first time meeting the newcomers in person. She was really excited because her friends told her so much about them. As they walk down the path, Sonic looks around and sees the other ponies waving at them. Some of the ponies thought he was cute when he winks and points at them. He was kind of disappointed that there was no chili dog stand anywhere, but the thought of eating daisy sandwiches and hay fries just wouldn't leave a good taste in their mouths. To help them figure out what to eat, Pinkie Pie mentions that the Café is well known for their milkshakes and these really tasty treats called Cherrychangas. She just loves saying the name, and was even nice enough to pay for them. Sonic felt bad and told her she didn't have to, but after hearing his stomach growl she insisted. While they were enjoying a nice meal together, Amy was telling Sonic about Manehattan and how much it reminded her of their world. Once they finished, everyone was ready to go home for the night. Before Tails can get started on the Emerald Tracker back at the library, he remembers that he didn't bring his tools with him. Thankfully, Twilight told him that there was a hardware store in Ponyville that should have all the requirements he needs. He didn't need much though, just a screwdriver, pliers, and a soldering iron.

"Can I come with you Tails? I always wanted to learn how to build something!" Spike asked.

"Sure Spike, maybe tonight you can be my little assistant." Tails smiles.

"Awesome!" Spike said.

"Just remember to get some rest Tails, tomorrow's another day!" Sonic announced.

"You got it Sonic!" Tails responds.

Sonic laughs. "We wouldn't want the same problem to happen here!"

"Alright Sonic can we just drop it?" Tails was starting to get annoyed.

When they leave the Café, Fluttershy looks at him and smiles. "Good night Tails."

Tails smiles back. "Sleep tight Fluttershy."

Later that night in Cloudsdale, when Sonic was in Dashie's room he noticed some things that he hasn't seen before. He saw a poster of The Wonderbolts and a picture of her when she was a small filly. She also had a collection of books featuring her favorite character, Daring Do. But what really caught his eye was an electric guitar that was close to her bed. "How does she play without any fingers?" He wondered.

Sonic approaches it. "Sweet, you have a guitar?" He asked.

"Yeah, do you play?" She responds.

"I might be a little rusty, but let's see if I still got it!" He answered.

Rainbow Dash sits on her bed while Sonic demonstrates what he knows. He hasn't played in a while so he apologized if it doesn't sound as good. The last time he remembered was from the Sonic Underground series, but there were times where he formed a small band with Shadow, Amy, and Knuckles. Tails was in charge of all the special effects on stage. She didn't think he was bad at all, in fact, she really liked it.

"That was awesome Sonic! You guys should definitely perform in Ponyville!" Rainbow Dash said.

Sonic wasn't to thrilled with the idea. "I don't know Dashie, I'll have to ask them first."

Before going to bed, she wanted to play her favorite board game with him. Think of it like Battleship but with pieces that includes clouds, weather ponies, thunderbolts, and seagulls. The game was a little confusing for Sonic to understand so it was an easy win for Dashie. He smirks while she was busy gloating, Sonic can tell that she was very competitive.

"Good job Dashie, but board games aren't really my thing!"

(End of scene)

Back at Twilight's house, Spike and Tails return from the hardware store. They see her writing a letter to Princess Celestia, informing her that they haven't found Dr. Eggman yet, but they'll try again tomorrow.

"Spike, can you deliver this scroll for me please?" Twilight asked.

"Sure Twilight." He magically delivers the scroll with his fire breath.

Tails was surprised. It was his first time witnessing how they deliver letters to Princess Celestia. "Neat!" He responds.

Before heading up to her room, she pulls out a book on engineering with her magic. "Here Tails, this should help." Twilight said. "Good night you two, try not to work too hard!"

They both respond as she ascends the staircase. "Thanks Twilight, Good night!"

"Remember Spike, safety first!" Tails announced.

"Check!" Spike said. They put their goggles on and begin working on the device.

After 45 minutes in of inspecting the device, Tails finally identified the problem. "Oh here's the problem!"

"What is it?" Spike asked.

"One of the wires is loose that's all. Spike, can you hand me the pliers please?" Spike makes him laugh by acting like Igor from Frankenstein. He even drags his foot when he brings the tools and says "Oh, yes master!"

Tails uses the pliers to carefully feed the wire back into the circuit board. "Need help with anything?" Spike asked.

"Yeah, can you hold this wire and make sure it doesn't go anywhere? I need to use the soldering iron." Tails said.

"The what?" Spike questioned.

Tails pulls it out and lays it on the table. He uses it to melt the wire in place, and was very cautious not to burn Spike's fingers.

"So that's what this does?" Spike said.

After tweaking some final adjustments with the screwdriver, the Emerald Tracker was finally working properly. But they had to wait till tomorrow to test it out. "Thanks for the help Spike! I can see now why your Twilight's number 1 assistant!"

"Aww shucks, it was nothing!" Spike was being timid. After spending an hour and a half working on the device, they were both finally ready for bed and quietly head up to Twilight's room.

6 hours have passed and the sun wasn't even out yet. We then cut to Sugarcube Corner, where Shadow was sleeping on Pinkie Pie's couch. He has a nightmare about that tragic day where he lost the only human being he ever cared for. When he was created by Eggman's grandfather Professor Gerald Robotnik to become The Ultimate Life Form, he was considered as a threat by the government. They dispatched a team of G.U.N. Special Forces to infiltrate the space colony ARK, where they wiped out any evidence and eliminated the ones responsible for his creation. Kind of extreme if you ask me. After placing him into an escape pod, Gerald Robotnik's granddaughter Maria was gunned down right in front of him before being sent to Earth. He can still hear her voice calling out to him. "Shadow, I beg of you! Give them a chance, to be happy!" He then screams out to her "MARIA!" and suddenly wakes up. Even after suffering from total amnesia over time, these gruesome images still haunt him to this very day. He felt responsible for her death, and transformed into the vengeful anti-hero that we all know today. He was breathing heavily and covers his eyes with his hand, hoping that it was just a dream. At that moment, Pinkie Pie was walking up to the couch to wake him up.

She was concerned about him. "Are you okay Shadow?"

He snaps back to reality and looks at her. "Yeah!...I'm fine!"

"Did you have a bad dream, wanna talk about it?" She asked.

"No, I said I'm fine!" He had a harsh tone in his voice. "What are you doing up this early anyway?"

"I want to show you something!" Pinkie Pie smiled and grabbed his hand with both hooves. Trying to pull him off the couch.

"What is it?" He wasn't looking forward to her response.

"It's a surprise!" Pinkie Pie said.

"I don't like surprises!" He snarls.

"But I know you'll like this one, C'mon!" She smiles again and hops outside her front door. Shadow walks behind her thinking to himself "This better be important!"

He walks outside and sees every pony heading towards the center of Ponyville where a big stage was set up for a special occasion. Pinkie Pie was really excited about this. She hops around and says hi to the other ponies, every single one of them. When he spots Sonic and the others up front he warps to avoid having to squeeze his way through the large crowd of ponies.

"Nice of you to join us Shadow!" Sonic said.

"What's going on here?" Shadow asked.

"Beats me!" Sonic responds. "Dashie woke me up early and told me that it's a surprise!"

Shadow looks at Sonic. "That's odd, Pinkie Pie told me the same thing!"

"Where is Pinkie Pie?" Knuckles asks.

Shadow crosses his arms and doesn't care. "I don't know, she's around here somewhere! Probably making a fool of herself!"

Since Pinkie Pie's her friend Rainbow Dash tries so hard not to laugh, but couldn't help it. "Ha-Ha! That's Pinkie Pie alright!"

"I wonder what the surprise is?" Amy couldn't wait anymore.

Tails yawns. "I hope it's a bed cause I'm still tired."

Applejack laughs. "Awww, don't fret little fella." She rubs his scalp with her hoof. "It'll all be over before you can say Hokey Pokey!" Tails was too tired to even say the word.

"Poor Tails." Fluttershy said.

"But the sun's not even out yet!" Knuckles continues.

"Not yet, but it will be soon!" Scootaloo smiles.

Sonic and his friends look at the young filly, wondering "What does she mean by that?"

Shadow wasn't happy as usual. "You mean to tell me you dragged us out here just to watch the sun rise?"

"Not quite." Twilight winks to her friends.

"Hold on guys, I'm coming!" Pinkie Pie manages to squeeze her way through the other ponies. "Excuse me...Pardon me!"

Everyone turns to the center. Celestia's guards walk in and blow their horns on stage as she appears. Sonic crosses his arms while the others watch with curiosity, unsure of what to expect. Her horn glows as she flies off the ground. What a miraculous sight, she uses her magic to raise the sun over Equestria. Tails rubs his eyes to make sure he's not seeing things.

"No way!" Sonic enjoyed what he was seeing. They applaud while every pony cheers with joy.

"See Shadow I told you, isn't it great?" Pinkie Pie hugs him. He looks at her like "What the heck are you doing?" Her mane smelled like cotton candy, but he couldn't care less.

Sonic warns her. "Uh Pinkie Pie, I wouldn't do that if I were you! Shadow's not really the friendly type!"

Shadow looks at her and decided to let this one slide. "Alright Pinkie that's enough!...Now let go!"

"Okay!" She lets him go with a smile on her face.

"So what do you think guys?" Twilight asks.

"Wasn't it just absolutely fabulous?" Rarity adds.

"I must admit girls, that was very impressive!" Knuckles responds. "She raises the sun like this every morning?"

Twilight nods her head. Cream wishes that the sun would rise like this back in their world.

"So romantic, isn't it Sonic?" Amy looks at him, hoping that he feels the same way.

"It's just a sun rise Amy! It happens all the time!" He answers.

"But not like this!" Amy said.

"Well, you got me there." He replies.

When Princess Celestia lands back on stage, Twilight knew it was the perfect time to check if she received her letter. While the others follow her, Sonic accidently bumps into a really mean griffon named Gilda. Oh god, anybody but her!

"Hey!" She shouts.

"Sorry I didn't see you!" Sonic was being polite. But of course, Gilda was as rude as she can be.

"Out of my way rat!" She yells. Sonic didn't like her tone, not one bit.

"I'm not a rat, I'm a hedgehog!" He shouts.

Shadow joins in. "You got a problem with hedgehogs?"

Shadow and Knuckles back him up, while Rainbow Dash approaches her. "Leave them alone Gilda, they're not from here!"

"Yeah I can see that!" She mutters. "Look how weird they are!"

"Weird?" Knuckles raises his voice. "Look who's talking! At least they know what we are! What the heck are you supposed to be?"

"I'm a griffon you dweeb!" Gilda responds. "You're still hanging out with these losers Rainbow Dash? I thought you were cooler than this!"

"Who are you calling a loser!" Shadow grits his teeth and charges the energy in his right hand, he was about to attack her with the Chaos Spear. Gilda should consider herself lucky that Sonic was holding him back. She was starting to piss him off.

"Yeah, why don't you just back off!" Knuckles shouts.

"Whatever...Freaks!" Gilda walks away, completely ignoring what they just said. Fluttershy was hiding behind Sonic and Shadow so Gilda wouldn't see her. She was still afraid of her from the last time they met. I don't care how tough you think you are, when you see someone as kind and loving as Fluttershy cry from being bullied, your heart will die out from the inside. If I was Sonic I would punch that griffon so hard right now because she deserves it. Anyone who makes Fluttershy cry doesn't deserve forgiveness, or mercy. Too bad Shadow couldn't finish her off, I would have loved to see that. When she flies away Amy shouts at her. "That's right, get out of here! Maybe next time you'll learn to treat my Sonic with respect!" She even pulled out her hammer, just in case. Sonic wasn't in the mood as he thought to himself "Give it a rest Amy!"

"Geez...What's her problem?" Sonic asked. "Looks like someone fell out of bed this morning!"

"Why that griffon's angrier than a herd of stampeding buffalo!" Applejack said.

"Well, I hope that's the last time we ever see her again!" Rarity was upset.

"She's almost as bad as you are Shadow!" Sonic mentioned.

Shadow crosses his arms. "Hm, don't push me Sonic!"

Sonic turns to Twilight. "See what I mean?"

"Don't let her get to you guys, she's not worth it!" Twilight encourages them.

"Yeah, she's just a big mean meany pants!" Pinkie Pie announced.

Rainbow Dash apologizes. "I'm sorry guys, I should have told you about Gilda."

"It's alright Dashie, it's not your fault!" Sonic looked angry, but he couldn't blame her for Gilda's attitude.

"For a second there I thought things were gonna get ugly!" Amy said.

"They did when she walked in!" Knuckles responds. "Who was that?"

"Just someone I use to know from the Junior Speedsters flight team. We were old friends until Pinkie Pie showed me just how rude she was to the other ponies, and to my friends. I didn't like her attitude so I called it off." Now Sonic and his friends can see why, she made the right choice to not be friends with her anymore. Twilight and the other mares were much nicer and caring than Gilda will ever be. Rainbow Dash describes her as a half eagle, and half lion, but they only heard about these creatures in fairy tales. They've never seen one up close before, but after meeting Gilda, they're not sure if they ever want to again.

Shadow continues. "That griffon is very irritating, should I take her out?"

"No Shadow!" Sonic shouts. "Remember, we're not here to cause trouble. We're here to help them, not hurt them! Save your anger for Dr. Eggman!" Even after all this trouble Sonic still had a sense of humor. "Besides, if you want to take her out, why don't you just get her flowers or something. After all she's perfect for you!" Everyone snickers but Shadow remains quiet. He didn't think that was funny at all. Pinkie Pie was starting to worry about Shadow because it seems like he can't take a joke. Trying to get him to smile is gonna be tougher than she thought.

Just when they thought they couldn't meet anymore more obnoxious, a brown male Pegasus pony named Dumb-Bell walks up to them with his two friends Hoops and Score. This pony was a real jerk, he spends most of his time insulting and criticizing the other ponies, and even bullied Rainbow Dash and Fluttershy when they were small fillies.

"Hey look, it's Rainbow Crash and Klutzershy!" Dumb-Bell said.

Rainbow Dash tries to stand up for herself. "Knock it off Dumb-Bell, we have guests!"

"Oh that's right, I heard you were suppose to race this porcupine, or whatever he is! Well, don't fly home and cry to your mommy when you lose!" Dumb-Bell laughs. Rainbow Dash felt embarrassed as he continues. "Still think you have the skill to beat him with a Sonic Rainboom? Which we all know doesn't exist! When are you gonna stop living in this little fantasy world of yours?"

Fluttershy tries to be more assertive but still had a sweet voice. "Now wait just a minute Dumb-Bell, Rainbow Dash does have the skill because she's already performed the Sonic Rainboom three times. It's not fair to judge her for something you haven't seen."

Sonic joins in. "Yeah, we've all witnessed it ourselves!" Dumb-Bell and his friends don't believe them and continue laughing.

"Yeah right!" Hoops said.

Dumb-Bell couldn't take Fluttershy seriously. "And I suppose you're gonna fight her battles too huh Klutzershy? It doesn't matter what you think, deep down you know that every pony's laughing at you! You're nothing but a sad and pathetic excuse for a Pegasus pony that no one gives a flying feather about!"

They constantly tease her by repeating "Fluttershy can hardly fly!"

"Stop it Dumb-Bell!" Poor Fluttershy, his insults were really starting to hurt her. She had tears in her eyes.

"Hey now, that's not nice!" Pinkie Pie shouts.

"Cut it out guys, you know how sensitive she is!" Twilight adds.

They look at Fluttershy and continue to make fun of her. "Awww does the little crybaby want her bottle?" Dumb-Bell said. When they laugh at her again, Shadow looks at Fluttershy and sees her crying in the background. He's had enough of this, he shuts them up by grabbing Dumb-Bell's neck, and slams him against a wall. Shadow lifts him off the ground with one hand and threatens him. "Now you listen and you listen good! I'll be watching you very closely! If I catch you creeps bothering them again, I swear I'll be the last thing you dirtbags will ever see!" He then clinches his hand into a fist and pulls him closer to eye level as he shouts out "Got it!"

Dumb-Bell was terrified. "Alright, alright, I'm sorry!"

Sonic smirks and tries to keep Shadow under control at the same time. Almost as if this was the perfect way to teach Dumb-Bell a lesson. "Hey Dumb-Bell, I see you met our friend Shadow! But there's something I forgot to tell you, he has a really...bad...temper!"

"No, please don't hurt me! I-I-I-I was just kidding!" Dumb-Bell screamed.

"Then tell that to them! You have five seconds!" Shadow raises his fist and was about to punch him.

When they apologize to Rainbow Dash and Fluttershy, Sonic knew that they learned their lesson. Not so tough now are you Dumb-Bell?

"Easy Shadow, that's enough! Let him go!" Sonic said.

Shadow throws him across the floor in between Hoops and Score. "Now beat it!" Shadow snarled.

"L-L-L-L-Let's get out of here!" Dumb-Bell panics as him and his friends run away in fear.

"Hm, just as I thought, they're all talk!" Shadow responds.

Tails was trying to cheer Fluttershy up. "Don't cry Fluttershy, they won't be bothering you anymore!" When she sniffles and looks up to Tails, Shadow regroups with them.

"Nice job Shadow!" Sonic was proud of him.

"Yeah, you really showed them!" Sweetie Bell hops with excitement. After witnessing how he threatened Dumb-Bell, the girls didn't know if they should thank Shadow, or fear him. But now they realize that he did this for a good reason, to help his friends. Even Rarity was grateful, she can now see that there is some good in him.

Rarity thanks him. "Thank you very much for helping her out Shadow, and might I say your attitude is so, how can I put this? Um...Feisty! It certainly does come in handy for situations like this!"

"Whatever!" Shadow crosses his arms again.

Fluttershy gently walks up to him, she still had tears in her eyes but was starting to feel much better. "Um...Thank you...Shadow."

Shadow looks at her and decides to give her some helpful advice. "Fluttershy, you have to learn to be more aggressive. Nothing good ever comes from being too nice!"

"He's right Ms. Fluttershy, you don't deserve to be treated like that." Cream advised.

"Chao! Chao!" Cheese responds.

"Oh, I know. But you see, I've already tried that once, and it didn't turn out so well." Fluttershy was referring to an episode called "Putting Your Hoof Down," where she learned to be more assertive by taking a course taught by a Minotaur named Iron Will. But her assertiveness got out of control and ended up hurting her friends feelings as well.

Tails continues to cheer her up. "But don't feel bad Fluttershy, I'm sure if other ponies were as kind and sweet as you are, then there wouldn't be any problems! You're perfect just the way you are!"

When she smiles, Pinkie Pie responds. "Now there's the smile we've been looking for!"

"There you go Fluttershy, now let's dry those tears!" Applejack said.

Fluttershy was still concerned about something. "But how will I know when to be assertive?"

Twilight answers. "Just listen to your heart Fluttershy, it'll tell you when something doesn't feel right."

Thanks to her good friends, Fluttershy was finally happy again. Twilight leads the way as they continue to walk towards Princess Celestia. They have to figure out what she wants them to do about the situation concerning Dr. Eggman.

(End of scene)

Can our heroes find Dr. Eggman before he unleashes the Egg Titan to destroy Ponyville? Stay tuned for Part 2.

To Be Continued...