Hey there gang, I'm still kicking!

College these past semesters decided that free time was overrated to the point where I was getting home around 9 pm at night and just wanted to sleep, or play games if I couldn't. Speaking of which, I just finished Bugsnax and that game genuinely shocked me with how good it was, but that's besides the point.

Thanks to those that have been reviewing this chapter over the past few months, I haven't been able to read/respond to all of them, but I appreciate every single one, and I appreciate you sticking with me and this story, especially since I left you on a cliffhanger with the whole Daybreaker and Nightmare Moon thing.

Oh, I should probably resolve that…welp, here you go!

LET'S GET ON WITH IT!

Disclaimer: I don't own any assets from the Persona series, or MLP, they're owned by ATLUS and Hasbro respectively. Also any shadows that are references to other series, I don't own those either.

Sunset Shimmer's Castle - Dining Room

The situation for the Phantom Thieves was very…very dire.

Flying in front of them all were the transformed versions of their school principals that Sunset Shimmer's Shadow had unleashed, and the beings known as Nightmare Moon and Daybreaker glared at the Thieves with predatory eyes.

Joker assumed from Twilight's reaction to the sight of the transformed women that she had an inkling of an idea as to what was going on. However, he, nor anyone else in the room had a chance to ask about it, as the so called "Sisters of Destruction" continued to threaten the Thieves.

"Now don't be shy, peasants…which of you is first?" Nightmare Moon crossed her arms with a condescending tone, taking a look at the frightened faces before her. Nightmare Moon bared her teeth at Fluttershy, who instinctively yelped and hid behind Rainbow Dash, who was also in a state of alarm.

"No need to worry…" Daybreaker said, hovering closer towards Rarity and Pinkie Pie, who both slowly backed away from the approaching terror that had summoned another fireball into her hand. "This will only hurt A LOT!"

Joker did his best to shield his allies while he thought of a plan, he figured that Sunset Shimmer would probably have cast some spell on the door out of the room to keep any of them from escaping. Joker looked over towards Mona to see if his companion had any bright ideas, not realizing the feline had been doing the exact same thing, it seemed like they would have to wing it.

Twilight took a few steps forward towards the twin terrors flying above them, a tear nearly coming to her eye as she stared down Daybreaker.

"Princess Celestia…what happened to you-" Twilight was cut off by Daybreaker, who shot a fiery beam of magic at the fellow Princess, who was able to avoid the attack, thanks to Spike pushing her out of the way. There was no time for thanks though as Daybreaker shouted at the girl.

"Don't you DARE use that weakling's name in my presence! That pathetic excuse for a princess is gone, I am superior to her in every way!" Daybreaker yelled as she held her arms out to her side to show off her majestically terrifying form. "I am more powerful, and more beautiful than she could ever hope to be!"

"Well I wouldn't go that far…" Rarity rolled her eyes at the last part and muttered under her breath, but quickly shied away as Daybreaker heard her and shot the stylist a grimace that sent shivers down her spine.

"Must you continue to boast, Sister? I'd prefer to skip the formalities and get on with it…" Nightmare Moon scoffed at her sister as the Princess of the Night began to gather magical energy into her hands. Rainbow Dash snapped out of her scared stupor and confronted the Princess.

"Vice Principal Luna, or Nightmare Moon, or whatever you're called…We don't want to hurt you…" Rainbow Dash said as Applejack walked up next to Rainbow Dash's side.

"But if ya don't move right now, we're gonna have to!" Applejack tried to act intimidating, cracking her knuckles. Nightmare Moon and Daybreaker stared down Applejack for a few seconds as Joker put a hand on his pistol, ready to fire in case things got heated. Nightmare Moon and Daybreaker looked back at each other for a moment, before stifling into a laughing fit.

"HAHAHAHAHA! You honestly think that whelps like yourselves can stand up to us!" Daybreaker howled at the cowgirl as her sister hovered closer to the teens below them.

"And what makes you believe that you even stand a slight chance?" Nightmare Moon questioned the teens beneath her, and the Princess of the Night was met by the pointed finger of Twilight Sparkle.

"We've beaten you once before, Nightmare Moon, and we'll do it again!" Twilight shouted out her confident response, making the room go silent for a few seconds as everyone processed the information.

"You have?" Nightmare Moon and Daybreaker asked with raised eyebrows.

"You have?" Joker and Mona responded with confusion.

"We have?" The girls behind Twilight said, surprised at the new revelation. Twilight cringed as now everyone's attention was on her, especially the scrutinous eyes of the Princesses flying above her.

"Y-Yes! Well…back on my world we did…" Twilight's confidence easily faltered, as her own tactic seemed to backfire, lighting a fire in the moon princess.

"Your world? This isn't your world, "Princess"..." Nightmare Moon snarled as she prepared to strike. "If you truly beat your world's Nightmare Moon, then I'll just have to avenge her!" Nightmare Moon quickly fired her own magic beam towards Twilight, who cast a shield around herself, protecting her from any harm. Nightmare Moon grimaced at the lack of damage, but didn't have time to think as two loud bangs were heard as Joker fired his pistol towards the shadowy princess.

The bullets were close to connecting with their target, but were stopped in the middle of the air by Daybreaker, who cast a spell to stop the bullets in their tracks. Joker started to sweat as he witnessed the princesses reaction time.

'Damn, they're fast…' Joker thought with gritted teeth. Daybreaker frowned as the bullets fell harmlessly to the ground with a loud metallic ringing sound. Joker didn't falter while being stared down by the fiery princess.

"It seems you're especially eager to die…" Daybreaker growled as she and Nightmare Moon flew backwards, magic at the ready. "We'll be happy to oblige!"

Joker quickly ran towards the front of the group, dagger and pistol in hand and Mona at his side, he then turned his head to the team.

"Everyone, get ready. Only way we're getting out of this is through them…" Joker gritted his teeth as the team started to slowly rally together.

"Finally, I've been waiting for a challenge!" Rainbow Dash said, flying up to Nightmare Moon and Daybreaker's level. Everyone got into a combat ready stance as Twilight wiped a bit of sweat from her forehead.

"Be careful! Nightmare Moon is incredibly powerful…and I can only imagine Daybreaker is right there with her-" Twilight tried to warn the team of what they were about to face off with, but was interrupted by Pinkie Pie, who sprinted past them and ran towards Nightmare Moon.

"Less talky, more punchy!" Pinkie yelled out with a war cry.

"P-Pinkie, wait!" Fluttershy tried to get the party girl to stop, but her plea fell on deaf ears as Pinkie Pie jumped up, ready to have her fist connect with Nightmare Moon's face. The dark princess merely rolled her eyes and held out a hand in front of her. Pinkie Pie was stopped in mid-air right in front of Nightmare Moon, surrounded by a deep blue magical glow. Pinkie's eyes grew wide as a smirk appeared on the Moon Princess's face.

"Ummmm, what I meant to say was-" Pinkie's plea was cut off by Nightmare Moon slamming her into the side wall.

The team gasped as they saw Pinkie leave a hole in the wall, perfectly outlining her form. Pinkie Pie climbed out a second later, with her eyes spinning. Pinkie then held up a picket sign that had the word "ouch" written on it, before falling back to the ground. Nightmare Moon then turned her head back to the rest of the team, a sinister smile on her face.

"Anyone else?" Nightmare Moon laughed, as Rarity crept up towards the middle of the group.

"Joker, Twilight, any ideas here?" Rarity asked, hoping any of them had a semblance of a plan. Joker and Mona looked towards Twilight with worried expressions.

"Twilight, you said you've beaten Nightmare Moon before?" Mona questioned, causing Twilight to pull at her collar with a nervous look on her face, Spike knew where this was going and looked away to save himself from the second-hand embarrassment.

"Y-Yes, but-"

"Great! What do we have to do?" Mona asked again, and Twilight kept tripping over her own words trying to form a response.

"Umm, you see…about that-"

"Twilight, look out!" Twilight heard the warning and turned to see Daybreaker, flying directly at her at an incredibly fast speed. Twilight braced for impact when a rainbow streak knocked into the side of Daybreaker, sending her off course. Daybreaker looked up to see Rainbow Dash, who had just kicked her, blowing a raspberry in her direction.

"Hey Dumb-breaker! Try and keep up!" Rainbow Dash mocked the fire-laden princess before zooming past her once again. Daybreaker growled as she flared her wings.

"Stupid little gnat!"Daybreaker said through gritted teeth before flying off to engage in a fast-paced aerial dogfight as trails of flames and rainbows zipped throughout the room.

Joker turned his head over towards Nightmare Moon to see Applejack jump on her back and try to bring her down while Rarity went over to protect Pinkie Pie, who still seemed to be seeing stars. He then turned to Twilight as he reloaded his pistol.

"Whatever you have to do, Twilight, do it quick. Mona, Spike, let's back them up!" Joker ordered the two animal companions as they all took off, Mona went over to assist in the fight against Nightmare Moon, while Joker and Spike went to help Rainbow Dash against Daybreaker.

Spike turned around to Twilight and gave her a nervous thumbs up, hoping she'd come up with something, before running off with Joker to fight Daybreaker. Twilight shook her head with a sigh, channeled her magic into her hands, and ran towards the fight as well.

(Song: Blooming Villain - Persona 5)

Applejack had been on Nightmare Moon's back for around a full minute, trying to wrestle the dark princess to the ground with her sheer strength, while Rarity had just gotten Pinkie Pie to her feet.

"Get off of me, you wretched cur!" Nightmare Moon yelled at Applejack, who was shifting her weight around, trying to get Nightmare Moon to get closer to the ground.

"Goshdarnit! Just stay down, ya no good buzzard!" Applejack yelled back as the two continued to struggle. Nightmare Moon was able to get the upper hand, flying towards the back wall and turning around so that Applejack's back collided with the stone surface. The force of the blow made Applejack let go and fall to the ground as Nightmare Moon turned back around, readying another beam of magic to finish off the cowpoke.

However, just as the beam was fired from Nightmare Moon's hands, Rarity stepped in front of Applejack, forming her own magical shield to try and block the attack. Nightmare Moon scowled at the sight.

"Oh what a lovely sight, how touching…" Nightmare Moon said, adding more energy into her magic. Rarity had to put one foot behind her to brace herself as the force of the beam suddenly felt unbearable. Rarity's shield started to crack under the pressure, and as Nightmare Moon put one last burst of energy into the beam, the stylist's shield shattered. Nightmare Moon smirked at the thought of her next move. "Let's see you protect them now!" The princess shouted as she fired another quick beam, this one being a light green color instead of her usual deep blue.

The beam connected with Rarity's forehead, which the fashionista expected to hurt, but she surprisingly felt no damage. Rarity laughed to herself and looked towards Nightmare Moon, who had an evil grin on her face.

"And here I thought you were supposed to be all powerful!" Rarity taunted, which made Nightmare Moon laugh a bit.

"Then go ahead, show me what you can do…"

"With pleasure!" Rarity yelled as she shot her hand forward, expecting her own magical beam to come out of it, but surprisingly there was no trace of magic coming from Rarity at all. "H-Huh? Why can't I…?" Rarity asked herself, not noticing the light green question marks floating around her.

Applejack brought herself back up to her feet and saw what was happening, she quickly walked over to Rarity's side and raised an eyebrow at the girl repeatedly trying to cast her magic.

"Um, Rarity? Why aren't ya doin' your whole magic thing?" Applejack questioned, looking at Nightmare Moon who was floating above them with her arms crossed. Rarity held one hand to her head as she looked at her other hand.

"I-I can't remember how!" She yelled in reply, with Applejack just noticing the question marks hovering around her. Applejack looked at her with shock.

"Ya don't remember!? Well ya'd best remember quick, otherwise we're gonna be-Jumpin' Jackrabbits!" Applejack shouted as she saw another beam of magic heading their way, Applejack quickly pushed Rarity out of the way, which saved the stylist from the blast, but Applejack's shoulder took the brunt of the hit.

Applejack fell back to the ground, clutching her shoulder, while Rarity ran back over to her friend to make sure she was still alive. Rarity felt relieved when she saw Applejack awake and breathing, but felt her sense of dread return when she felt the shadow of Nightmare Moon lingering over her.

Rarity cowered underneath the visage of Nightmare Moon, who charged up her magic in both hands, ready to end their lives. Nightmare Moon laughed wickedly, until Rarity saw a cupcake hit the back of her head and stick to it.

"Hey, Moonie!" They heard a voice yell out from behind them. Nightmare Moon turned around, swiping off the cupcake on her head in the process, and she saw Pinkie Pie, wearing a full on cowboy outfit, complete with an oversized cowboy hat and holsters at her side, holding her classic cupcakes. Nightmare Moon scowled at the sight.

"You again?" Nightmare Moon facepalmed as Pinkie Pie pushed up the brim of her hat, revealing her angry face. She held her hands over the cupcake holsters and wiggled her trigger fingers.

"This town, er, castle ain't big enough for the two of us…" Pinkie Pie said, Nightmare Moon's attention now on her, which allowed Rarity to carry Applejack to a safer area. Pinkie Pie grabbed one of her cupcakes out of her holster, candle lit and everything, and threw it right at Nightmare Moon's face.

The cupcake got close to Nightmare Moon's nose, before she stopped it right in mid-air with her magic, not even bothering to lift a muscle. Nightmare Moon laughed at the miserable attempt.

"Hah! Pathetic…Huh?" Nightmare Moon raised an eyebrow as she examined the candle, which she noticed was a lot bigger and more red than a normal candle. Once she finally realized what was happening, it was too late as the stick of dynamite, disguised as a candle, exploded right in the moon princess' face, blowing her slightly backwards.

Pinkie gave a light fist pump as the blast connected, but her celebration was short-lived as Nightmare Moon flew back through the smoke created by the explosion, looking more angry than hurt.

"You'll pay for that!" Nightmare Moon yelled out as she and Pinkie Pie began to trade blows of magic lazers and exploding cupcakes. By now, Twilight and Mona had arrived to see Rarity carrying the injured Applejack over towards them.

"Oh my gosh! Is she alright?" Twilight said with concern for her friend, while Applejack had enough energy to wave her off.

"Ah'm fine, Sugarcube…just a little shook up." Applejack said through gritted teeth.

"That's a polite way to put it, she needs healing, and fast!" Rarity told the two, while Twilight raised an eyebrow, knowing the mending work Rarity had done earlier.

"Why didn't you just use your magic?" Twilight asked as Mona bent down towards Applejack, summoning Zoro to help patch up Applejack. Rarity rubbed her arm sheepishly.

"W-Well, that's the thing, Darling…" Rarity started to say, before Applejack was able to sit up due to Mona's healing, and explained what she saw.

"She doesn't remember how to use magic!" Applejack told the two, who sharply turned to look at her. Twilight wanted to know more, so Applejack told all. "She got hit with some kinda beam, and she can't remember!" Applejack explained, Twilight was able to deduce what had occurred.

"She must have cast a memory spell…I know a counter-spell that can reverse its effects, but it may take some time…" Twilight said, which made Rarity slightly concerned that she wouldn't be able to contribute to the fight. But Mona walked up to her, weirdly holding a harisen fan.

"No need, we've seen this before, hold still." Mona held the fan in front of him while the girls looked at him with slight confusion.

"Um, forgive me Mona, but how is a fan supposed to help-" Rarity was cut off by the cat jumping up towards her face, and hitting her across the face with the fan. Twilight gasped and Applejack had to stifle her laughter, while Rarity's face grew red with rage. "Ow! What was that for!?"

"There we go, better now?" Mona said with a smug smile. Rarity cocked an eyebrow as she focused on her hands, and suddenly the light blue magical glow she had before had once against returned. The girls' eyes went wide at what they witnessed.

"H-How…how does that work?" Twilight stared in disbelief. Mona shrugged as he put the harisen fan away, turning his attention back to Nightmare Moon, who had been squaring off with Pinkie Pie. Nightmare Moon sent her magic energy out in a wave on the ground, Pinkie Pie had little time to react, and was sent flying backwards. Mona shook his head and pointed his paw over to the transformed Luna.

"No time to explain, Pinkie needs help!" Mona's words made Twilight fly towards the fight, and the feline turned back to Applejack and Rarity, who was tending to the former's wounds. "You two stand back and rest up a bit."

"Fine, partner…but Ah'm not stayin' down for long!" Applejack said as Mona ran to join the battle.

Nightmare Moon glided towards Pinkie Pie menacingly, charging her magic into one hand.

"I grow tired of your games, pink one…" Nightmare Moon snarled at Pinkie Pie.

"Aww, but I've still got Monopoly, Blackjack, Ogres & Oubliettes-"

"Enough!" Nightmare Moon shouted and cast another beam towards Pinkie Pie, but the beam was met with a different one, this one being pink in color before both beams exploded. Nightmare Moon looked up to see Twilight hovering above her friend.

"What we've had enough of is you, Nightmare Moon!" Twilight said as Mona also took his spot in front of Pinkie Pie. Nightmare Moon rolled her eyes.

"How many times must we do this, just roll over and die already!" Nightmare Moon spat out, flying directly at Twilight. Her flight path was intercepted by the sword of Zorro, barely missing the dark princess' wings and making her shift her flight path.

Nightmare Moon glared down at the feline persona-user below, and prepared to strike at him, but not before a blast of pink magical energy connected with Nightmare Moon's torso, sending her flying backwards. Nightmare Moon easily shook off the damage and looked back towards Twilight.

"Is that your best, Princess? I thought you had beaten me before…"She said with a fake pout. Twilight growled as she flew towards Nightmare Moon, who laughed as Twilight somehow flew right through her. Twilight was able to quickly guess what had happened.

"An illusion spell!" Twilight turned around a moment too late, as she was hit in the side by a blast of magic from Nightmare Moon, sending Twilight crashing towards the ground with a loud yelp. Nightmare Moon wanted to continue her assault on her fellow princess, but she felt her torso get a few cuts from a gale of wind. The moon princess turned around to see Mona surrounded by blue flames as Zorro stood behind him.

"Ignorant pest!"

"Lady, if I had twenty yen for every time I've been called that…" Mona joked as Nightmare Moon used her magic to summon a blade into her hand. She then flew down towards Mona and swung down at the cat, who blocked the attack with his own saber, but Mona was surprised by the amount of strength behind her strikes.

Mona focused on deflecting more strikes from Nightmare Moon and waiting for an opening. Eventually Mona could see Nightmare Moon's strikes starting to falter and Mona decided to try his luck by casting his classic Miracle Punch. Zorro waved his sword, summoning a mechanical boxing glove arm that instantly shot forward towards Nightmare Moon. A smirk grew on Mona's face, feeling like he gained the upper hand, that was until the boxing glove arm stopped in place and started to be encased in ice. Mona backed up as the boxing glove was shattered by Nightmare Moon, who began advancing on Mona.

"Nice try, kitty!" Nightmare Moon yelled out, slamming her hand down on the ground, causing a wave of ice to creep along the ground, and as soon as it touched Mona, he felt his small body immediately freeze up as a block of ice formed around him. Nightmare Moon laughed to herself as she telekinetically picked up Twilight from across the room, and threw her directly at the ice block Mona was trapped in.

As Twilight collided with the block of ice, it shattered, breaking Mona out, but also sending him along with Twilight back towards their allies, sliding right in front of Applejack, Rarity, and Pinkie Pie who had made their way back there. Everyone looked up in horror to see Nightmare Moon flying in the air once again and hovering towards them. Things looked bleak for the group as Nightmare Moon laughed at their pitiful attempts. Twilight looked back to see Fluttershy trying to find any sort of opening in Nightmare Moon's figurative and literal armor, but it seemed like the girl was getting ready to pull her own hair out.

"See anything, Fluttershy?"

"N-Not a thing, she's healing too f-fast!" Fluttershy said with panic lacing her voice.

Twilight started to hyperventilate as the situation around her seemed to crumble fast. As she tried to think of what to do next, she had hoped that the others had been faring better against Daybreaker, but she'd soon learn that her hopes were being dashed.

Joker and Spike had arrived on the scene to see Daybreaker and Rainbow Dash still engaged in aerial combat. From what Joker could see, Rainbow Dash was clearly faster than Daybreaker, but every kick or punch Rainbow Dash was able to get in had little to no effect.

"Come on, go down already!" Rainbow Dash cried out as she launched another kick towards the princess of the sun. Daybreaker smirked as she caught Rainbow Dash's leg with one hand. Rainbow Dash's eyes widened as she tried to shake her leg free, but the iron grip of Daybreaker was too strong.

"You need to learn more tricks, dog…" Daybreaker taunted as she threw Rainbow Dash towards the side. Dash was able to use her wings to stop herself from fully crashing into the wall behind her, but didn't have much time to think as she saw a beam of fire head straight towards her.

Rainbow Dash dodged the lazer by flying along the wall, but Daybreaker had already thought ahead, as pieces of the stone wall, covered in an orange magical aura, started to pop out in front of Rainbow Dash, creating a makeshift obstacle course. Rainbow Dash zipped through all the narrow pathways created by the stone bricks, until she was knocked out of the air by one brick popping out right in front of her face as she collided with it and came crashing to the ground.

Rainbow Dash gritted her teeth and shook her head as she tried to push herself up, but was stopped by Daybreaker, who flew down and sent a diving kick directly into Rainbow Dash's back, making the speedster cry out in pain. Daybreaker laughed at the agony she was causing the rainbow haired jock to go through.

"What? No quip for that one?" Daybreaker said, towering over Rainbow Dash, who turned her face towards the fiery witch, and gave a pained smirk.

"Oh I've still got plenty, like how I've seen pee wee teams kick harder than you-"

"Silence!" Daybreaker shouted in rage, she raised up one of her clawed hands to strike Rainbow Dash yet again, but she was interrupted by a jolt of electricity hitting her back. Daybreaker quickly turned around and glared at her attacker, but she was confused when the only thing in her view was Spike, who had a toothy grin on his face.

"What's the matter? Did that hurt?" Spike said with an overly cocky tone. Daybreaker stepped away from Rainbow Dash and slowly got closer to the baby dragon.

"Do you really think a pitiful creature like you could hurt a god like me?" Daybreaker tried to intimidate the dragon, but Spike pointed right at himself.

"Who, me? That wasn't me, but I do make for a pretty good distraction…" Spike said, rubbing his chin. Daybreaker's eyes widened to dinner plate size, and the flames acting as her hair quickly grew more intense.

"What!?" Daybreaker turned around just in time to see Joker swing down from his grappling hook, pick up Rainbow Dash, and land back near Spike. Lightly letting Rainbow Dash back onto her feet.

"You alright, Dash?" Joker asked the speedster, who rubbed her head, which still hurt from its earlier impact with the wall.

"A little lightheaded, but I'll be fine. Thanks for the save…" Rainbow Dash said sheepishly while looking down, she was used to being the saver, not the saved, and she was conflicted on the feeling. Joker then tossed her a vial of a blue liquid.

"Take a second to heal up, Spike and I can handle her." Joker flashed a confident smirk towards the jock, who was taking a liking to Joker's confidence in the metaverse.

"Make sure to save some butt-kicking for me…" Rainbow Dash gave the boy a thumbs up as he walked back towards Spike and the now enraged Daybreaker.

"You sneaky little brat!" The fiery princess shouted at the leader of the Thieves while charging up her magic. Joker looked towards Spike with his usual confident smirk still on his face.

"Ready for this, Spike?"

"Born ready, I'll show 'em what the fire of a dragon can do!" Spike replied, rushing towards Daybreaker, jumping into the air and letting out a stream of his green fire breath.

Daybreaker met the green dragon fire with her own beam of flames. As the orange and green flames clashed together, Daybreaker felt that she could easily overpower the baby dragon. But before she could put any more energy into the beam, she saw Joker rush around towards her side and put a hand up to his mask, calling forth a different Persona in his stock.

"Thor!" Joker summoned forth the norse god of thunder, complete with gold scaled armor, flowing cape, horned helmet, and signature hammer. Joker had the God of Thunder use Megaton Raid, rushing forward and smashing his hammer into Daybreaker's side, which made her magic disappear in its clash against Spike's fire breath, resulting in Daybreaker being hit by the flames at the same time.

Daybreaker's feet skidded across the ground as a result of her being blown backwards from the hammer strike, however the duo wasn't done with their assault. The Princess of the Sun then felt a scratch go across her back legs, making her fall to one knee. She looked over to see Spike running past her, showing off his sharp claws while he passed by. Daybreaker tried to fly after the smirking baby dragon, but screamed in shock as a bolt of lightning met her downed form as Joker once again used Thor, this time casting Ziodyne.

The bolt from Thor caused a small explosion, enveloping Daybreaker in a small cloud of smoke. Joker stared on as Spike ran back up next to him, pumping his fist.

"Alright! That was easy! Right, Joker?" Spike held up his claw, waiting for a high five, which never came as Joker was still in a combat stance, watching the smoke cloud with anticipation.

"I don't think we're out of the woods yet…" Joker said, his eyes never leaving the smoke. He was right to be wary, and with a burst of speed, Daybreaker dashed forward towards the both of them, a clawed hand ready to swipe. Joker was able to react fast enough as he bent backwards, holding up his dagger to block the attack, and sparks flew off of the dagger as claws scratched against steel.

While Joker was able to backflip to get back on his feet after dodging the attack, Spike wasn't as lucky as Daybreaker turned back around and snatched up the baby dragon with one hand, and flew high up into the air. Spike struggled against Daybreaker's grip, but was unable to break free. Joker grit his teeth as Daybreaker looked down at the Phantom Thief, holding Spike above her head.

"Not so cocky now, are you, Thief?" Daybreaker taunted the thief, who was trying to think of a way to get Spike out of her grip without hurting him. Joker grabbed his gun and took aim towards Daybreaker, who responded by holding Spike in his line of fire. Joker gritted his teeth at one of his teammates being used as a shield. "Ah ah ah, one wrong move and your little dragon friend is fried!" Daybreaker summoned a flame into her hand, putting it closer to Spike's head, the baby dragon kept trying to wrestle out of her grip.

Joker stopped in his tracks, trying to think of a plan to get Spike out of harm's way. Joker then remembered Daybreaker's earlier reaction to be called Celestia, and decided to use his words as weapons.

"Taking hostages? Never thought "Celestia's superior" would stoop so low…" Joker flashed his usual smirk again, trying his best to irk the princess. Judging by the grimace on her face, he could guess it had worked.

"What did you say, worm!?" Daybreaker shouted, holding Spike towards the side as she glared down at the boy in front of her. Joker noticed some movement out of the corner of his eye, he was able to see a healed up Rainbow Dash creeping around the side, they made eye contact and Rainbow Dash gave the boy a thumbs up, signaling that she had a plan. Joker just had to keep Daybreaker talking.

"You heard me. If you're as powerful as you say, you should be able to take us down without so much as a sweat, but maybe you're all bark and no bite…" Joker made sure to draw out his words, letting the anger stir within Daybreaker.

"You have no idea what I'm capable of, mortal!" Daybreaker growled, not noticing Rainbow Dash sneaking up behind her. Joker smirked again in response.

"Then put your money where your mouth is…" He challenged, using one hand to beckon her forward. Daybreaker stayed still in the air, before breaking the silence with a building laugh.

"You want me to prove my words? Fine, I'll do just that…starting with scorching your pet dragon-" Daybreaker brought her hand towards Spike, only to be interrupted by Rainbow Dash zooming past and snatching Spike out of her grasp. Daybreaker watched in shock as Rainbow Dash turned around and laughed at her.

"You don't mind if I borrow him quick, right? 'Kay thanks!" Rainbow Dash joked while Spike was mocking the princess from Dash's arms.

"Haha! Loser!" Spike said, pulling on his eyelid and sticking his tongue out as Rainbow Dash flew off with the dragon in tow. Daybreaker was ready to fly after them, but Joker was quick on the draw as he summoned his original Persona.

"Arsène!" Joker called out, and the winged gentleman thief quickly appeared from the blue flames surrounding the boy. He wasted no time as he crouched down, and with a burst of speed from Arsène's wings, Joker flew into the air and slashed at the flaming princess.

Daybreaker swiftly dodged the incoming dagger strike and swiped her clawed hand towards Joker's torso, the claw ran across his back as he grunted in pain. Joker kept focusing through the pain and looked to remain in the air by stepping off of Daybreaker's shoulder. Joker turned around in mid-air, grabbed his pistol and had his hand on the trigger, until he felt himself stop as an orange glow surrounded him. Daybreaker laughed at Joker's frozen form.

"I'll show you who's all talk!" Daybreaker shouted at him, thrusting her arm up, and sending Joker's back crashing into the ceiling. Daybreaker hovered up next to Joker's face and bared her fangs. "Now little thief…Feel. My. Wrath!" With each word she yelled out, she slammed Joker into the ceiling again before throwing him to the side, right in the direction where Rainbow Dash and Spike were flying.

Rainbow Dash saw Joker flying towards them and quickly held out her open arm to try and catch him. However the force that the Phantom Thief had been flung with was too great to handle, as the two collided. The impact caused Rainbow Dash to let go of Spike, and all three of them crashed to the ground with a shriek.

Joker pushed himself back up through the pain and looked to the other two that had crashed with him.

"Is everyone alright?"

"Yeah, I'm all good." Spike reassured the thief after dusting himself off, Rainbow Dash was a bit slower to get up, but she smiled all the way.

"A bit scraped up, but I'm all good!"

Joker looked around and saw that not only were they being backed into a corner by Daybreaker, but the other group was being pushed into the same corner by a very ticked off Nightmare Moon. Both groups seemed a bit beat up, and Joker knew they needed to find a way to gain some ground. He reached into his coat pockets to find a specific infiltration tool, all while the two princesses imposed themselves on the Phantom Thieves.

"Hey, Twilight, whatever you did to beat them last time, we could really use some of that right now!" Rainbow Dash asked as she stood in front of Fluttershy, acting as a shield. Twilight started to sweat again as she told the team the truth.

"Uhh, actually…I can't be certain it'll work again…" Twilight said sheepishly as every head turned towards her with a look of dread.

"Wait, WHAT!?" Pinkie Pie yelled out what everyone had been thinking, Twilight flinched before explaining.

"It just sort of happened! I can't do it on command!" Twilight yelled out, before everyone heard the cackling of the two princesses flying above them.

"Hahaha! So these are the thieves Princess Sunset was so worried about? I expected more…" Nightmare Moon chuckled as Daybreaker gathered more magic in her hands, an insane smile coming to her face.

"It's a shame really, but it was fun while it lasted, goodbye!" Daybreaker laughed maniacally, ready to destroy the team in front of them by charging another beam.

Joker moved quickly, grabbing a Vanish Ball from his coat pocket, and slamming it on the ground, causing a cloud of smoke to cover the Phantom Thieves and blur the princesses vision. The smoke cloud confused both princesses for a second, before they fired their magic into the cloud, hoping to hit any of the thieves. The beams split apart the smoke, connecting with the ground where the Phantom Thieves had once stood, however, the smoke cleared to reveal empty spots where their targets had been. Daybreaker started to growl and looked towards a bewildered Nightmare Moon with a vicious glare.

"Why didn't you kill them right away!?" Daybreaker shouted at the top of her lungs, flames blazing out of the top of her head with an extreme intensity.

"Me!? If you're "all powerful" like you preach, why didn't you finish them!?" Nightmare Moon retorted, poking her sister's armor, baring her teeth. Daybreaker then shoved her sister backwards.

"I was going to, but NOOO, you wanted to savor the moment!" Daybreaker got in Nightmare Moon's face, holding up a hand filled with magic energy towards her face, which Nightmare Moon met in kind.

"It's not MY fault that you-" As Nightmare Moon and Daybreaker continued to scold each other, they don't see the many pairs of eyes watching them behind a set of turned over tables. The Phantom Thieves all lower themselves behind the table and press their backs to it for cover. They all took a deep breath as Mona wiped sweat from his brow.

"Phew…that was a close one. Nice save, Joker." Mona said as the two checked in on the rest of the team. Everyone had been trying to patch themselves up or catch their breaths, while Fluttershy looked like she was about to faint.

"T-They're too s-strong, normal a-attacks aren't w-working on them! Joker, w-what are we g-going to do!?" Fluttershy said to their leader, tears welling in her eyes. The other girls, plus one baby dragon, turned their heads to him, looking for guidance as well. Joker took another deep breath, trying not to panic as he tried to think of a plan. He looked towards their own resident Princess.

"Twilight, you said you can't do it on command, so how exactly did you beat Nightmare Moon before?" Joker asked, inching closer as to hopefully not give away their position. Twilight started to recall the memories of her first days in Ponyville.

"Nightmare Moon had destroyed what I had thought were the Elements of Harmony, but then I realized that we had the Elements within us all along. One thing led to another, and the Magic of Friendship just flowed through us and defeated Nightmare Moon…" Twilight explained the story to everyone present. The girls seemed dejected at this revelation.

"So unless the Magic of Friendship answers our prayers now, we're toast…" Applejack said while dusting off her hat. Rarity seemed to share this sentiment.

"If that is the case, I must admit it has been nice knowing you all, and I hope the afterlife is kind." Rarity said, closing her eyes, seemingly accepting their fate. The other girls started to feel the situation was hopeless as well, until an idea came to Joker's mind.

"We can't just hope that this magic just helps us on a whim…" Joker sternly said drawing a series of raised eyebrows from everyone around him.

"Then what do we do, Joker? They're too powerful, and if we don't have the Magic of Friendship with us, we're doomed!" Spike exclaimed, as Joker turned to the team with steel gray determination in his eyes.

"They aren't the real things, just cognitive versions. No matter how strong they seem, they're just like other Shadows, we can still beat them." Joker told the team, and a lightbulb went off in Mona's head.

"Joker's right! They can't be stronger than the one who rules the Palace, so we just have to keep pushing!" Mona tried to encourage the team, but both Fluttershy and Pinkie Pie voiced their concerns.

"B-But what can w-we do?!"

"They're super tough, and nothing we do alone seems to work!" Pinkie Pie's choice of words made an idea pop into Joker's head as he thought back to how Daybreaker couldn't keep up with him, Spike, and Rainbow Dash all at once.

"Maybe alone nothing works, so what about as a team?" Joker suggested, which brought a few raised eyebrows in response.

"Waitwaitwait, you're saying that all we need to do is attack as a team?" Rainbow Dash asked, and Joker simply shrugged his shoulders.

"Both Nightmare Moon and Daybreaker seemed to struggle more when we attacked as a team. They can take us when we're alone, but as a team, they can't keep up." Joker suggested, and now the girls seemed to understand.

"Pfftt, why didn't we think of that sooner?" Pinkie Pie slightly laughed, still quiet enough to not be heard by the still bickering princesses.

"I really hope it's that simple…" Rarity said with a sigh. Applejack crawled a bit closer to Joker and looked into his gray eyes.

"Do ya really think that's gonna work…?"

"It has to." Joker simply stated with a nod as he looked towards the girls and Spike. "Alright, here's the plan. You girls all attack Nightmare Moon, and attack as one. Spike, Mona, and I will keep Daybreaker busy so you have all the time you need. After that, we'll team up against Daybreaker." Joker laid out his strategy for them, which received nods from the team.

"You got it, Joker!" Twilight responded with hope in her eyes.

"Great, now let's-" Joker was cut off by a blue glow surrounding the tables they were hiding behind. Suddenly they lifted up into the air, revealing their location to the two princesses.

"There you are!" Nightmare Moon yelled out, as the thieves all turned to face their attackers.

"Oh crap!" Mona shouted out in fright at the sight of the two.

"No more hiding, time for you all to perish!" Daybreaker yelled while firing a charged beam from her hands. The Phantom Thieves were able to roll out of the way just in time as Joker shouted out orders to the team.

"Everyone! You know what to do, go for it!" Joker shouted out, and with a nod from the team, the plan sprung into action as Joker, Mona, and Spike squared themselves in front of Daybreaker, while the Elements of Harmony quickly circled around Nightmare Moon.

"Ready for round two?" Spike taunted the Sun Princess, who laughed in their faces.

"You really believe that the three of you will be enough? Well go ahead, make my day! Daybreaker yelled while firing yet another fiery beam at the group. Mona quickly stepped in front and summoned his Persona.

"Zorro!" Mona yelled as the masked swordsman once again was summoned and flicked his sword, causing a gust of wind to spout out of the blade, fighting back the orange flames spouting from Daybreaker's hands. The flames eventually dissipated against the rushing winds, leaving an opening for Spike to jump in the whirlwind and launch himself towards Daybreaker.

Spike started to claw at Daybreaker's face, while the princess tried to shake him off, Spike was then blasted away by a magic pulse sent out by Daybreaker. Spike slid to the ground and Daybreaker looked ready to finish the baby dragon, until she heard a loud bang and felt something small sting her backside. She turned around to see Joker standing pat with a smoking pistol in his hands. Daybreaker growled at the teenage thief.

"You! You're going to die here and now!" Daybreaker yelled as she started to fly towards Joker, who took a deep breath, looking over his shoulder towards the Elements of Harmony.

'Girls, we're counting on you…' Joker thought before dodging out of the way of an incoming Daybreaker rushing at him. Their distraction began as the girls got to work on Nightmare Moon.

Twilight led the girls to their positions surrounding the Princess of the Night, with Fluttershy staying towards the back for support. Nightmare Moon spun all around, glaring into the eyes of each of the Elements.

"What? Am I supposed to be scared of you little girls? You know you can't win!" Nightmare Moon smirked as she tried to further intimidate the girls, but now they didn't seem to budge.

"That's what you think!" Rainbow Dash called out as she flapped her wings, getting onto Nightmare Moon's level.

"There's a lot more of us than there are a' you!" Applejack taunted while rolling up her sleeves.

"It matters not! You all will perish in the name of Princess Sunset!" Nightmare Moon responded by using her magic to lift nearby tables and chairs, throwing them at each of the girls. Rarity used her own magic to stop them in place as she smirked at their foe.

"You'll have to try harder than that!" Rarity yelled as she flung back the furniture right at Nightmare Moon's face. Nightmare Moon flew out of the way of one table heading towards her, only for a chair to fly in front of her and break upon impact with her body.

Nightmare Moon snarled and was ready to retaliate, when she felt a sinister presence above her. She looked up to see Pinkie Pie jumping down from the top of a chandelier.

"GERONIMO!" Pinkie Pie yelled as she descended from above. Nightmare Moon lifted her hand to try and catch the party planner with her own magic, but was cut off by Rainbow Dash flying by, giving a swift kick to the side, disorienting Nightmare Moon long enough for Pinkie Pie to land on top of her and start wrestling the Princess towards the ground.

"Get off this instant, Pink One!"Nightmare Moon shouted towards the pinkette riding on her, piggyback style. They thrashed about in the air for a bit, until Applejack was able to grab Nightmare Moon's leg and throw her down to the ground as Pinkie Pie jumped off just in time.

Applejack swung Nightmare Moon around like a club into the ground multiple times, before the Princess flapped her wings, sending them both into the air, and with a flick of her leg, sent Applejack flying, who was then caught by a speeding Rainbow Dash.

"Nice catch, Dash!"

"What can I say? I'm awesome, now get her, Rarity!"

"With pleasure, Darling!" Rarity responded as she gathered bright blue magical energy into her hands, and fired a beam towards Nightmare Moon.

"Simpleton!" Nightmare Moon shouted back as she quickly fired a beam of her own as the blue beams collided and began to struggle against each other, with the darker magic clearly holding an advantage. NIghtmare Moon started to overpower Rarity, when suddenly she saw Twilight out of the corner of her eye, firing a pink beam towards the demoness. Nightmare Moon quickly moved one of her hands to clash with Twilight's own magic. Nightmare Moon held off the two-sided attack as best she could, but since she couldn't focus all of her power, the combined energy of Twilight and Rarity eventually overpowered her. Nightmare Moon's magic dissipated and she let out a yelp of pain as the two beams connected with her body.

"That's it! I am through with-" Nightmare Moon tried to yell at her attackers, until she caught a glimpse of a rainbow streak flying in front of her and connect with her chest, knocking her back down to the ground. She looked up to see Rainbow Dash flying above her, blowing a raspberry at her.

Nightmare Moon snarled and cast another spell, causing a storm cloud to form above Rainbow Dash, who was still making faces towards the Princess. Twilight tried to call out to her friend in time.

"Rainbow Dash, look out!"

"What? I don't see any-" Rainbow Dash replied until a bolt of lightning came out of the cloud and struck Rainbow Dash in the wings, causing the jock to fall to the ground, electricity coursing along her body, while the girl laid still.

"Dashie!" Pinkie Pie yelled out in panic over her fallen friend. Pinkie Pie reached behind her back, pulling a pie out of seemingly nowhere, and throwing it towards Nightmare Moon. The lady of the night dodged out of the way, causing the pie to connect with Applejack, who had been trying to get the jump on their enemy, but instead was blinded by whipped cream.

While Applejack stumbled about, Nightmare Moon picked her up with telekinesis, throwing her into Pinkie Pie, making them both tumble to the ground. Nightmare Moon then turned her attention towards Rarity and Twilight.

Fluttershy flew over to their position and was able to give both Rarity and Twilight a boost to their magic ability. Rarity and Twilight ran around their foe, firing off bolts of magic at Nightmare Moon as they dodged and weaved around her own bolts. Twilight then floated up into the air, charging her magic in her hands, and sending out a charged beam towards Nightmare Moon, who blocked the attack with a blue magical shield partially forming around her. Nightmare Moon then saw Rarity out of her peripheral vision, charging her own magic. The Princess of the Night divided her magic, creating two separate shields to defend both sides as she was now holding off a blue and violet beam at the same time. The mages struggled against Nightmare Moon's defenses as she was able to gain stability and started to push back against Twilight and Rarity, who both grunted, giving as much effort they could put into their magic. Nightmare Moon then addressed the struggling fellow princess.

"Even with the help of your friends, you cannot hope to win! You're finished, Twilight Sparkle!" Nightmare Moon shouted, adding even more energy to her magic, threatening to overwhelm Twilight and Rarity. Twilight looked around for any kind of advantage, smiling as she saw a multicolored streak zip around them, past Nightmare Moon's vision.

"That's where you're wrong, Nightmare Moon! My friends give me the strength to win, and you're about to feel it!" Twilight smirked, shocking Nightmare Moon with the sudden optimism.

While she kept her eyes on Twilight, she failed to notice the rainbow streak zooming around and heading straight for her. Nightmare Moon noticed the rainbow just a moment too late as a speeding punch from Rainbow Dash hit her across the face, making Nightmare Moon crash to the ground.

"THAT was for the lightning!" Rainbow Dash taunted the princess, who lay face down on the ground, trying to pick herself up.

"Why you little-" Nightmare Moon couldn't finish her threat, as Applejack lifted up Nightmare Moon by the collar, winding up a punch.

"And THIS is for tossin' me around!" Applejack yelled out as she started to pummel the princess, connecting with both left and right hooks, before sending Nightmare Moon flying backwards with a roundhouse kick.

Nightmare Moon stumbled to her feet, and noticed that she had landed directly inside what looked to be a spray painted red circle. She looked up to see Pinkie Pie holding onto a rope connected to the ceiling. Pinkie Pie gave a sinister smile as she tugged hard on the rope.

"And now THIS is because I really want to!" Pinkie Pie shouted as a whistle sound could be heard from above Nightmare Moon, who looked up and couldn't react in time as an anvil with the word ACME engraved into it slammed on top of her head, making Nightmare Moon shake in a cartoonish fashion before stumbling about in a dizzy frenzy. Fluttershy noticed the opportunity to attack, and relayed the information to the two mages.

"S-She's weakened! H-Hit her while she's v-vulnerable!" Fluttershy shouted, and Twilight and Rarity were quick to move. The two stood next to one another, holding out the palms of their hands.

"Let's show her some real magic, Darling!" Rarity said, putting her other hand on Twilight's shoulder. Twilight nodded as they both started to charge magical energy through their fingertips. Once fully charged, both mages shot out a unified magic beam from their hands where blue and violet magic intertwined, spiraling towards their target. Nightmare Moon was too late to defend, as the blast of magic engulfed her being, letting out a shriek of pain as the magic overwhelmed her.

Once the onslaught of magic ended, Nightmare Moon fell to one knee where she stood as the Elements of Harmony regrouped around Twilight. They all watched in hope that their enemy would disappear, however Nightmare Moon turned her eyes towards them, a growl deep on her face.

"You…You brats! You think you can beat me so easily!? I am Nightmare Moon! I am a god!" Nightmare Moon held her arm out, trying to counter-attack with her own magic. "And you. Will. DIE…Huh?" The Mare in the Moon tried to blast the Elements yet again, but as she shot her hand forward, no magic left her body. "M-My magic!"

"A little memory spell I tossed in, Darling. As payback for earlier…" Rarity smirked as Twilight stepped forward.

"Like I told you before Nightmare Moon, the Magic of Friendship has beaten you once before, and it's going to do it again…ready girls?" Twilight called to the others, who all shouted back.

"Ready!" The collective shout made Nightmare Moon fear for what she was about to endure.

Fluttershy floated up above everyone in the room, gathering a set of magical sparkles in her hands, before tossing them up and letting them fall down around her friends.

"Kindness!" Fluttershy yelled as a magical sigil of three pink butterflies flashed behind her. The sparkles then fell around her teammates, granting them boosts of speed and power.

"Aw yeah! Let's end this!" Rainbow Dash yelled, flying up towards the ceiling at ludicrous speeds. Rarity then stepped forward, an enhanced magical energy surrounding her hands. She used one hand to cast a telekinesis spell to lift Nightmare Moon in the air, and the other to lift many surrounding tables, chairs, and other objects into the air with her. Rarity smiled as a magical sigil of three blue gems flashed behind her.

"Generosity!" Rarity yelled, flicking one of her hands, and with a puff of smoke, the objects floating in the air all transmuted into different kinds of gems. And with another flick of her hand, the gems all started to spin around Nightmare Moon, shooting across the circle and hitting the princess with a storm of minerals. Each passing gem cut through Nightmare Moon's armor, and left many scratches and cuts along her body.

Rarity then released her spell, making the princess fall towards the ground. When she crashed down, she quickly looked up to see herself surrounded by about a dozen versions of Pinkie Pie, each of them standing behind a cannon with a currently lit fuse. As each cannon reached the end of its fuse, a sigil of three balloons flashed above them all.

"Laughter!" The Pinkies all shouted as the cannons fired simultaneously. Different kinds of cake batter fired out the cannon and splashed on different spots of Nightmare Moon's body. Eleven of the Pinkie clones disappeared, leaving the real one to start giggling at Nightmare Moon stumbling blindly because of her vision being blinded by the batter. Applejack saw her opportunity and rushed forward, a sigil of three red apples appearing behind her.

"Honesty!" Applejack yelled, connecting with an uppercut to Nightmare Moon's jaw, which sent her up into the air. Applejack then jumped up to reach just above Nightmare Moon, charged up another punch, and sent her fist into Nightmare Moon's armor, heavily denting it and sending her crashing back down towards the ground, leaving behind a moderate sized crater upon impact. Rainbow Dash, who was perched up on the ceiling, saw her chance as Applejack moved to the side. Rainbow Dash flew towards Nightmare Moon at near supersonic speeds, with a red, blue, and yellow lightning bolt flashing behind her.

"Loyalty!" Rainbow Dash shouted as she quickly zoomed down and kicked Nightmare Moon with enough force behind it to knock loose a few pieces of her armor, and majorly dent and scratch the rest of it. The force also sent a small shockwave throughout the room. After Rainbow Dash flew out of the crater and rejoined her friends, they watched as Nightmare Moon tried to crawl her way out of the center of the crater, with parts of her armor missing, her hair disheveled, and many bruises and scratches over her body. Twilight walked forward, wings flared up and magic radiating throughout her body.

"Curse you, Twilight! Curse your friends, and curse those damn Elements of Harmony!" Shouted Nightmare Moon in her royal voice as Twilight started to fly up above the fallen princess. Twilight closed her eyes as she held out her palm in the direction of Nightmare Moon.

"This is the third time that you've underestimated the Magic of Friendship, and hopefully this time you'll learn…" Twilight opened her eyes as a magical violet star appeared behind her as the violet energy gathered in her palm. "Magic…" Twilight whispered as a large beam of magic suddenly shot forward, and as Nightmare Moon watched as her end quickly approached, only one word could escape her mouth.

"N-No…NO! NOOOO!" Nightmare Moon yelled out as her entire body was engulfed in the large beam.

The silhouette of the princess inside was fighting hard to try and escape, but it was already too late as the power of the element of magic was too much to overcome as Nightmare Moon, much like the other Shadows in the palace, her form dissolved and disappeared as the Princess of the Night's screams faded away.

As the magic from Twilight subsided and she hovered back down to the ground, a few seconds of silence had passed as the girls all caught their breath. One by one, they fell to their knees, their energy all exerted from the battle, but as they looked at one another they all started to smile and laugh, patting each other on the backs.

"We did it!" Pinkie Pie yelled out, regaining her breath fairly fast, and jumping on top of Applejack, who tried to wrestle her off, but had very little energy to do so.

"Heck yeah we did!" Rainbow Dash said, holding up her hand for Rarity to high-five. Rarity responded by playfully rolling her eyes and high-fiving Rainbow Dash. Fluttershy was the only one still standing as she went down to check on Twilight, who was still breathing heavily, along with the others.

"T-That was tough, is e-everyone ok?" Fluttershy asked the group. Rarity started to dust herself off as she responded.

"I'm mighty exhausted, dear. But other than that, I should be fine." Rarity said as Twilight looked at her friends with pride.

"Great job, girls! I knew we could do it!" Twilight beamed, but her smile faded as she remembered something. "Now all that's left is Daybreak-" Twilight was cut off by the sound of flames roaring from behind her.

She and the others turned to see a large pillar of fire being blasted in their direction. They tried to jump out of the way, but they were either too exhausted, or in Fluttershy's case, too scared to do so. So they watched as the flames roared on the path to take them out, they each made silent prayers, either hoping to be saved, or for the end to be swift.

One of those prayers would be answered.

A Few Minutes Earlier

Joker kept looking back to see how the girls were faring, and from what he could see, they seemed to be holding their own, he wished the same could be said for him, Mona, and Spike, however they've been getting tossed around every which way for the past few minutes.

Joker looked back to see both Spike hanging off of Daybreaker's arms as she kept trying to shake him off, while Mona had been firing pellets from his slingshot, while having very few shots land due to Daybreaker's speed. Joker changed his mask quickly as he got back into the fight.

Daybreaker grabbed Spike's head, ripping him off of her arm and holding him out in front of her. Spike tried to swipe his claws at her, but his arms were too short to even get close.

"Are you trying to insult me, give me a real challenge!" Daybreaker shouted as Spike kept trying to wrestle free to no avail.

"Let go of me, you phony!"

"Phony!? Stupid little dragon, I'll show you who's-"Daybreaker was interrupted by a bolt of yellow lightning striking her chest. The jolt caused her muscles to flare and let go of Spike, who fell towards the ground, but was caught by Mona, who sped past in his bus form. Daybreaker turned her head to see Joker, with the Thor persona standing behind him, twirling its hammer and letting off yellow sparks of electricity. "I've really had it with you!" Daybreaker yelled, firing bolts of flame from her hands at Joker's feet.

Joker acrobatically dodged the flames coming his way, jumping out of the way of each one as he made his way closer towards the flaming witch. Joker jumped up towards Daybreaker, grabbing onto his mask and swiftly changing it to his newest Persona.

"Urias!" Joker shouted, as from erupting blue flames came forth the hammer wielding Persona he acquired mere minutes ago. Urias lifted his hammer up in the air, ready to slam it down on top of Daybreaker, but the princess was quick, casting a magical shield to block the attack as the hammer clashed with the barrier. Daybreaker and Joker glared at each other through the magical shield, Daybreaker's eyes being wide and malicious, and Joker's being cold and calculating.

"You're impressive, I'll give you that, Thief…" Daybreaker quickly started to cast another spell as flames started to circle around them on the ground below. "But you're still an impudent child!"

Joker remembered at that moment that his new persona, Urias, was weak to fire. Joker tried to move out of the way in time, but wasn't quick enough to outspeed the rising pillar of flame that surrounded Daybreaker, and knocked Joker to the ground. Seeing that Joker was knocked down, Daybreaker tried to rush in to capitalize on her chance to end this, but was stopped by a green streak of wind blowing her off course.

Daybreaker turned to see Mona, back in feline form, with Zorro spinning his sword in circles behind him as the wind started to swirl in circles around Daybreaker.

"This is my resolve!" The feline thief shouted as the winds started to pick up around the princess, who crossed her arms and laughed.

"What? Am I supposed to be scared of a light breeze? Pathetic feline!" Daybreaker taunted, making Mona chuckle slightly.

"Mwehehe, what makes you think that's it?" Mona replied, making Daybreaker raise an eyebrow. What she didn't realize was that a certain baby dragon snuck up behind her and started to blow green flames into the gust of wind, quickly forming a tornado of green flames around her. Daybreaker noticed the tornado of flames start to surround her and tried to escape, but the hole closed quickly and the princess was swallowed up by the flaming winds. Spike ran up to Mona and gave a quick high-five.

"And that's how it's done!"

"Good going, Spike!" As the two smaller creatures celebrated, they failed to notice the bright orange glow coming from inside the tornado. Spike's body was suddenly covered in an orange magical energy and he was thrown up against the wall. Spike then tried to struggle, but was helpless and many surrounding objects started to pile on top of him, making it nearly impossible for the dragon to move. Mona looked in shock as with a blast of magical energy, Daybreaker made the tornado dissipate as she glared into the eyes of Mona.

Daybreaker shot forward like a rocket towards the cat, but was hit away by the smack of a large hammer. Mona turned his head to see Joker had gotten back up and hit Daybreaker with Urias's hammer, sending her back into the air.

"Joker! Are you alright?"

"I'm alright. Help Spike get out of there, I'll keep her busy!" Joker said, changing his mask back to Arsène. Mona nodded and ran over to Spike, who couldn't be seen underneath the pile of objects.

Daybreaker didn't bother responding to Joker with a quick threat, she wasted no time by summoning a spout of flames from underneath the boy, who dodged out of the way in time, and kept having to do so as Daybreaker refused to relent her ground attack. Joker saw an opportunity to get off the ground and threw his grappling hook onto one of the many chandeliers in the room, swinging off of different chandeliers and sconces as Daybreaker tried blasting him with more flames. Joker weaved his way in circles grappling around Daybreaker, pulling out his pistol and firing a few shots every chance he could. As Joker went to swing to another sconce, Daybreaker fired another bolt of fire, directly in the boy's path, but this time he was ready as he grabbed onto his mask and summoned Arsène.

"Makarakarn!" Joker shouted as a blue shield formed in front of him, which made the bolt of fire that would have hit him instantly bounce back and hit Daybreaker in the face, making her recoil from the blast. Joker saw a chance to deal some more damage, and swung his grappling hook across the way to another chandelier and flew in towards Daybreaker, dagger in hand. However, Joker didn't take into account the large wings of Daybreaker flailing around, swatting him away and making Joker fall to the ground again. Daybreaker spun around to face the boy, who stared up at her with a growl.

The boy drew his gun while the princess charged her magic, ready to duel again, until they were cut off by the sounds of powerful magic and loud screeching. They both turned to see Twilight float down to the ground next to the other girls as they could see the last pieces of Nightmare Moon float off in the wind and disappear. A smile came to Joker's face, and a look of shock appeared on Daybreaker's

"S-Sister?" Daybreaker quietly said, looking for any sign of her sibling. Joker beamed at the sight.

'Good job, girls. Knew you could do it.' Joker thought to himself, but was snapped out of his thoughts by the growl of Daybreaker.

"You always were the weak one, Sister…" Daybreaker looked at the Elements of Harmony, who all seemed exhausted from the battle, and then back to their leader, Joker. A malicious grin came to Daybreaker's face as she charged up a lot of magical energy in her palms. "You just couldn't give up and die, could you!? Those girls took away my sister…now, I'm going to take them from YOU!" Daybreaker shouted and with an insane amount of power, let loose a gigantic beam of fire, but aimed in the direction of Twilight and the other girls.

Joker's eyes widened as the girls noticed the beam heading their way, but their injuries and exhaustion from the fight didn't allow their bodies to move. Joker could see the fear in their faces as the beam of fire blasted forth.

Joker knew he had to move fast as he had a lot of ground to cover, so he sprung to his feet and started to sprint. The phantom thief knew that simply running wouldn't be fast enough, but he saw another chandelier near the back of the room that Joker would be able to swing on if he aimed just right. Joker grabbed onto his grappling hook, and with a big jump, he threw the hook as far as he could. Luckily enough, the hook snagged onto the chandelier, and allowed Joker to sail through the air faster than the beam was traveling. Joker realized he was getting low on energy, so he wouldn't be able to safely cast Makarakarn again. So he quickly swapped out his mask as he retracted the grappling hook, and landed right in front of the girls, just as the blast of fire was about to arrive.

'I hope this works…' Joker thought to himself, quickly using his arms to shield himself from the bout of flames as they collided with his body, as the magic drove Joker backwards, making him slide and step backwards.

The girls, after realizing that they weren't being burnt alive, looked up to see their leader taking the full force of the fire. The team gasped as Twilight and Applejack tried to get on their feet to help their leader.

"Joker!"

"AKIRA!" Applejack shouted in fright, accidentally yelling out the real name of her current crush. As Joker continued to fight off the flames, they all could hear Daybreaker's maniacal laughter ahead of them.

"HAHAHAHA! You foolish Thief! That's what friendship gets you! Now burn! Burn to a crisp!" Daybreaker laughed as Joker held back the beam. The girls all couldn't take their eyes off of their leader as they all felt the heat of the blast, but they were more concerned for Joker's safety. The girls were speechless with concern, until Joker was suddenly able to take a few small steps forward, something that didn't go unnoticed by Daybreaker. "What!? How aren't you dead yet!?" Daybreaker yelled in surprise as she added even more power into the flames. Joker however, refused to budge, and kept moving forward a few steps at a time.

(Song Change: Will Power - Persona 5)

"H-He's still g-going!" Fluttershy pointed out, as the other stood by, mouths agape, not able to believe what they were seeing.

"No way…" Rarity whispered in awe of their leader, while Rainbow Dash and Pinkie Pie started to cheer their leader on.

"Keep going, Joker!" Rainbow Dash yelled, grabbing onto Fluttershy and bringing herself to her feet. Pinkie Pie picked herself and started to jump up and down.

"Go, Aki, go!"

Joker heard the encouragement and pushed himself even further as he felt his strength fully coming back to him. Joker felt the flames crawling over him start to die down, and he flicked out his arm, causing the beam to disappear entirely as a blue fire appeared underneath him, and the form of the fire-proof, underworld guard dog Cerberus formed behind his person, and disappeared as Joker's mask reappeared on his face.

'Heh, that was close.'

Joker stared down Daybreaker at the other end of the room, unsheathed his dagger again, and started jogging towards the princess, determination filling his gaze.

"This isn't possible! You were supposed to DIE!" Daybreaker yelled as she launched a fireball in Joker's direction. Joker didn't even flinch, simply using his dagger to cut through the fireball like it was paper, and still continuing on his path. Daybreaker kept trying to burn the boy with many different fire attacks, but not only were the attacks not working, they seemed to be making the phantom thief stronger.

By this time, Mona was able to successfully rescue Spike from underneath the pile of objects he was trapped in, and they were both able to see the display of power from Joker. Spike watched on in awe while Mona rolled his eyes.

"Show off…"

Joker turned his jog into a sprint forward towards Daybreaker, who kept trying to use her magic to throw Joker off his path.

"Stay back! I said stay back!" Daybreaker yelled in fear, which surprised everyone in the room, as another fireball connected with Joker's body, but due to his persona, he was able to simply walk through the blaze. Joker decided to have some fun.

"What's the matter? You're not afraid, are you…?" Joker said menacingly, which only infuriated Daybreaker more, who with a flap of her wings, shot towards Joker with intent to claw his eyes out. But instead, the canine spirit appeared in front of him and formed a yellow barrier, which made her bounce off the barrier, while Joker stood strong.

Joker then ran forward, taking his dagger and slashed Daybreaker across the chest twice, before doing a backflip and having his foot connect with Daybreaker's chin to send her up into the air. Daybreaker expected to fall back down, but felt air rushing underneath her, keeping her afloat. Joker turned to see Mona, using Zorro to create a draft of wind as the cat rushed forward with his saber.

"Can't let you have all the fun, ay Joker?" Mona said, jumping up and slicing his saber at Daybreaker, who started to let out cries of pain. Mona then spun around in the air, causing wind energy to surround his saber and cut into the princess a few more times.

Mona then sprung off of Daybreaker's armor, landing on Joker's shoulder. Joker and Mona looked towards each other, with Joker grabbing his pistol, and Mona grabbing his slingshot. They both fired two shots simultaneously at Daybreaker, which connected and caused the princess to fall to the ground, in a knocked down state.

Joker was ready to end this with an All-Out Attack, but saw something vibrating in his pocket.

He reached into his coat and pulled out something he nearly forgot about, the wishing star given to him by Jose, the strange white-haired boy they kept encountering in Mementos. This star only ever glowed when there was a chance to create a team attack. Joker realized what it meant by the star's glowing and looked at Mona to show it off.

"What do you think? Wanna try it out?" Joker asked the cat, whose eyes widened as soon as he saw the star. The cat turned back to Daybreaker as he thought it over, but her curses helped him quickly make up his mind.

"You think you can finish me off? You're nothing compared to me! I'M the princess, and YOU are worthless pieces of garbage!" Daybreaker yelled at the two Phantom Thieves. Mona smirked as he looked back at the star.

"What the hell? Let's give it a go, Joker!"

Mona hopped off of Joker's shoulder as the boy grabbed onto his mask and flipped his knife in his hands. With the power bestowed by the star, Mona and Joker jumped into the air, with them both shouting one certain word.

"Showtime!"

When Joker and Mona went into the air, the room's scenery started to shift, almost like the cognition itself was changing to fit their rebellion. Daybreaker got to her feet as what once was the castle dining room turned dark.

Daybreaker looked around, trying to find where the two thieves went. She turned around to notice that she was near a window, looking out on a bright, big city during the night time. She could tell that this window was high up, due to the level of other buildings around her. Daybreaker then heard the sound of sirens and something else making a whirring sound coming from outside the window.

She got closer and quickly recoiled as a helicopter, appeared in front of the window, flashing red and blue lights, and then two more quickly followed up by flying up right next to the first one. As soon as Daybreaker recognized the helicopters, the police vehicles turned on their searchlights, blinding Daybreaker momentarily as she didn't notice the glints of blades behind her, one leaving a trail of dark red, the other a trail of green.

"Remember what I taught you, Joker!" Said Mona, making Daybreaker turn around and see the silhouette of the two that was cast by more spotlights pointing at them.

"Let's do it!"

The lights that revealed the two then shut off, leaving no light for Daybreaker to see around her. She didn't notice the streaks of red and green coming from opposite directions, which slashed at Daybreaker's torso as soon as they passed each other. The princess tried to circle around and defend herself, but her attackers were just too fast, circling around her, slashing at her body and making Daybreaker cry out in pain, her strength slowly but surely escaping her. After a few more strikes from the thieves blades, Daybreaker felt Mona's feline form crash into her torso, sending her backwards by a few feet.

The searchlights from the helicopters turned back on, revealing that Joker and Mona were standing by the window. Mona was stretching his cheeks, making a funny face, while Joker held one of the Phantom Thieves signature red calling cards in his hands. Joker then flicked the card out of his hand, which floated down in front of Daybreaker. The front side of the card had the words "The game is won" printed on it in cut-out magazine letters. The card then flipped over in the air to reveal that a grenade was taped onto the back, with the pin already pulled. Daybreaker knew what this meant as she looked back up towards Mona and Joker, who both gave the princess a small salute as Mona smirked.

"Consider it a gift!"

"See ya!" Joker said as he and Mona ran towards the window. Daybreaker, with little to no time left, said one final message.

"DAMN YOU, THIEVES-" Were the final words Daybreaker was able to utter as the grenade attached to the calling card exploded in her face. Joker and Mona broke through the window, shattering the glass as the grenade blew up. Mona and Joker struck a quick pose as they jumped out of the window, the explosion chasing them out.

"Fell for the oldest trick in the book…" Mona said as the world around them morphed back into the castle dining room.

Akira and Morgana's Showtime (The Ultimate Heist) has been unlocked!

Joker and Mona somersaulted and got to their feet. Turning around to make sure the attack truly finished Daybreaker off, and as the explosion and debris cleared, Daybreaker was nowhere to be found. Joker and Mona took a few deep breaths, waiting a few seconds to make sure that the fight was truly over and nothing was going to jump out at them. Mona looked up to Joker, a smile plastered on his face.

(Music End)

"I told you we make a heck of a team!" Mona beamed.

"Can't argue with that." Joker replied, as he turned around to check on the girls and see how they were holding up, but was surprised to see Rainbow Dash running up to him, with the others not far behind.

"That. Was. Awesome!" Rainbow Dash shouted, slapping the boy on the back. The others convened together as the battle was truly finished.

"Quite a stylish finish, Darlings." Rarity said, using her remaining magic to patch up Applejack's wounds.

"What can I say? That's how the Phantom Thieves roll!" Mona responded, as Applejack checked up on Joker, still worried of possible burns.

"You ok, Sugarcube? Those flames were no joke…" Applejack grabbed onto Joker's arm, making Rarity roll her eyes. Pinkie Pie popped up on his other side.

"Ok?! Aki seems better than ever!"

"Yeah, I'm ok. Cerberus seems to like fire." Joker stated with a small smile. Fluttershy was still trying to calm down after the tough fight.

"I-I'm just glad that it's o-over…" Fluttershy lowered her gaze, while Joker put a reassuring hand on her shoulder.

"You all did great, this wouldn't have worked without every single one of you." Joker praised the girls in the room, however both he and Spike noticed that Twilight wasn't in as cheerful of a mood as the others. Spike ran over to Twilight to check up on his partner.

"You ok, Twilight? We won!"

"I know, Spike, and I'm glad…it's just, I can't believe that Princess Celestia could be capable of becoming that…monster." Twilight's mind started to dwell on her early memories as a little foal while she was attending Celestia's academy. "She's basically been my second mom, and to think that she could have ended up like that…I can't stand to think of it." Twilight shook her head. The group looked around, hoping someone had something to say to bring the mood back. Joker was about to step forward like he usually does, but he was surprised by Applejack beating him to it.

"Partner, ah know it's hard thinkin' about things that could have happened, or should have…but there's no point in worryin' about it 'cause it didn't happen. If anything, doesn't this make ya appreciate her more?" Applejack smiled at their friend, who looked back up at Applejack with surprise, as she didn't even realize that she actually did hold Celestia in a higher regard.

"I…suppose you're right, she's been nothing but nice ever since I met her…"

"Ya see? What ya saw in here is nothing like the real thing, and we're gonna make Sunset pay for even thinking of them like that." Applejack's gaze seemed to be the most calming thing in the world to Twilight right now as she refocused her mind and gave a light smile.

"You're right. Thanks, Applejack." Twilight quickly pulled her friend in for a hug. Applejack was surprised at first, but slowly returned it.

"No problem, partner." As the hug continued for a good five more seconds, Mona walked towards the door outside of the room.

"I don't mean to ruin the moment, but we should check to see if that key we got works for the throne room."

"Grand idea, Mona. I don't know about the rest of you, but after that whole ordeal, I'm looking forward to some fresh air…" Rarity said as she started to walk towards the exit, and the others started to follow. Applejack stood still for a second, watching her friends move ahead with a smile. She then felt a pat on her back, and turned back to see the steel gray eyes of Joker behind the mask. The boy was looking at her with a smile that made her knees weak yet again.

"You know, you're not half bad at the whole advice thing yourself." Joker chuckled, referring back to their night out in the orchard. Applejack smiled in return and rolled her eyes.

"Ah guess someone has been rubbing off on me…" Applejack joked, bumping his shoulder with hers.

"Let's get going then." Joker said as he and Applejack caught up to the group on their way to the supposed throne room.

Sunset Shimmer's Castle - Hallway

The Phantom Thieves made their way back through the halls of the castle, following the directions of the map. Joker noticed that even though the layout of the rooms were the same, the hallways and passages were almost nothing like the school.

Eventually, the team reached a long hallway, where they could see a large door at the end of it.

"That's got to be the throne room at the end there…" Twilight pointed out, making Pinkie Pie hop forward.

"Well then what are we waiting for! Let's go!" Pinkie Pie tried to speed towards the end, but was held back by Applejack holding onto her shirt collar.

"Hold your horses, Pinkie…" Applejack said, before realizing what she said and looked towards Twilight. "Uh, no pun intended…"

"You're closer than you think, Applejack…" Rarity said, pointing out the statues that lined the hallway. There were three statues on each side, and all of them were statues of unicorns that were reared up on their hind legs. Twilight looked at the statues, noting how their form was very dissimilar from what she was used to.

"Sunset Shimmer's also a unicorn like you, right Twilight?" Rainbow Dash asked the princess.

"Yes, hence her desire for the Element of Magic."

"Seems like her decorations are a little on the nose then…" Joker said as Fluttershy examined the statues in detail.

"I-I don't know, I think they're cute…" Fluttershy said as she stepped in front of the statue. Joker noticed that the horn on the statue started to glow a bright red color. Joker sensed the incoming danger and threw out his grappling hook, which wrapped itself around Fluttershy's waist, and he quickly pulled her away and caught her. The unicorn statue horns all at once fired a bright red laser that instantly shot into the wall. The lasers then started to travel up and down, blocking the pathway between the thieves and the door. Fluttershy was in shock over what just happened, and then looked up to see Joker holding on to her.

"You ok, Fluttershy?" Joker asked the girl, who blushed at the contact and quickly got back up on her feet.

"Y-Yes! T-Thank you, Joker!" Fluttershy turned away from her savior as they looked back towards the laser-filled hallway.

"So, what just happened?" Rainbow Dash curiously examined the statues, figuring that the lasers were too large for her to try and fly through, without a chance of her getting singed.

"Sunset's last line of defense it seems…figured she wouldn't make it that easy…" Twilight noted. Mona stepped out of the corridor and noticed something else.

"Hey, guys! Look at this!" Mona yelled to the others, who turned and jogged to his position. The cat was pointing towards what looked like a stone weighted pedestal, with writing at the bottom. Everyone got closer to the etched writing on the bottom, which Joker quickly wrote down in his notes.

"In every great kingdom, the books have shown

Only one true ruler may ascend the throne

As your power has only grown

That throne must be yours, and yours alone.

Look through the glass, and you may see

The almighty ruler you can truly be.

Bring forth proof that you braved the unknown

Only then can you dare to challenge the throne."

"Oooh, riddles, I love riddles!" Pinkie Pie shouted, spouting off guesses to the riddle that had nothing to do with the actual text. "It's a penguin! No wait, a garbage truck! The horse's name was Friday!"

"Pinkie Pie, calm yourself! I'm sure the answer is a bit more complex than that." Rarity said, looking towards Twilight, hoping the bookworm of the group would have an idea.

"It seems like we need to put a specific item on top of this, then the security will shut down." Twilight surmised, as Spike started to look down the halls.

"Sounds easy enough, let's go get it!" Spike tried to figure out which way to go in order to retrieve the item they needed.

"We don't even know what we're tryin' to find!" Applejack said.

"O-Or where to f-find it!"

"Oh…right…" Spike put his head down as his idea was shut down. Joker shut his journal of notes and addressed the group.

"There's no point in trying to figure it out when we're low on energy. We have time, and I think we're close to the end." Joker stated as Mona sniffed the air.

"I can smell it. There's no doubt in my mind that the treasure is in there."

"Then let's call it a day, think about it over the weekend, and then come back on Monday. We could all use a little break, especially after today" Joker said to the group, receiving nods all around.

"Alright then, let's get outta here." Rainbow Dash said as the team made their way towards the exit.

"Now returning to the real world from Sunset Shimmer's Palace, thank you for your hard work."

Canterlot High - Courtyard

The Phantom Thieves made their way back to reality, and after reverting back to their normal forms, quickly started to split up and head home after a long and strenuous Metaverse trip. Akira and Applejack were getting ready to head back to Sweet Apple Acres, when a hand grabbed onto Akira's shoulder. They both turned around and were surprised to see that Rarity hadn't quite left yet, especially since she talked about getting some "beauty sleep" on their way out of the Palace.

"Rarity? Ah'm surprised you're not halfway in bed by now."

"Believe me, I wish I could be, but I actually need to borrow Akira here for a little bit…if that's alright with you?" Rarity pulled the boy towards her with surprising strength. Applejack remembered the conversation they had earlier this morning and started to sweat.

"Uh, w-why's that?" Applejack worryingly asked. Rarity caught on to her friend's concern and waved her hand in dismissal.

"Oh, nothing much. I just need his help in trying on some new designs that I made, it won't take long at all. I did make a deal with him after all…" Rarity said, reminding Akira of the agreement that they had made earlier in the week. Akira cringed as he looked back at Applejack, whose face slightly fell.

"It's all good, Applejack. I'll be back before dinner, I promise." Akira reassured the cowgirl with a small smile. Applejack found his little smile infectious, along with the sincerity in his voice, and she eventually gave in.

"Then Ah'll hold ya to it, Sugarcube…" Applejack said with a sigh, before turning around and starting her walk back to the farm. Akira was a bit curious as to why Applejack seemed down. However, he didn't dwell on it much as he had to fulfill his part of the deal with Rarity.

"So, where are we heading?"

"The Carousel Boutique, Darling. Where else?" Rarity replied, grabbing his arm and leading him on the way to her place of work. Akira then realized exactly what it was that he wanted him to do.

"So…how much am I gonna need to try on?"

"Oh not much at all, Darling. We'll be in and out of there before you know it…"

Carousel Boutique

It had been nearing an hour since Akira had started trying on Rarity's many designs. The experience wouldn't be that bad if the outfits Rarity was having him try on matched in any kind of way.

Every time he had stepped out of the changing room, Rarity would over analyze every inch of the outfit, thinking about what kind of seams to hem, or many other things, before eventually looking over him again and saying "Forget it, it's hideous."

This was about to be the tenth different outfit that Akira would end up trying on. Akira looked at himself in the mirror after buttoning the most recent suit coat Rarity had given him, and after looking at the full ensemble, he tried to find any positives in what he was looking at, but like the old saying goes, "If you don't have anything nice to say, don't say anything at all". Akira snapped back to reality as he heard Rarity's voice from outside the dressing room.

"Everything ok in there, Darling?" Rarity checked up on the boy after not hearing from him for a solid ten minutes. Akira jumped as he quickly responded.

"Yeah! I'll be out in a second…" Akira said as he took another look at himself, shook his head, and opened the dressing room door, stepping out in front of Rarity and Morgana, who was perched up on one of the boutique counters.

As soon as Akira came into view, Rarity's face, which was filled with slight optimism a few seconds before, completely fell into a look of disgust as she saw the ensemble she had created for him. Morgana on the other hand put a paw up to his mouth in order to try and stop himself from laughing out loud.

Akira had stepped out in a completely mismatched outfit. Starting from the bottom, Rarity had given him white leopard print loafer shoes that looked like they longed in a generation long forgotten, they did not mesh well at all with the green plaid pants that she had created. Completing the ensemble was a gold and black checkered suit jacket with a black dress shirt underneath. Akira examined Rarity's expression and could tell all he needed to know.

"Well…the patterns don't mesh together as well as I thought they would…" Rarity stood up, putting on a fake smile and looking into Akira's eyes. "But what do you think about it?" Akira had so many thoughts, but there was one he couldn't get out of his mind.

"Can I be honest?"

"Go ahead!"

"I look like the host of the worst talk show ever…" Akira stated, making Rarity's head instantly drop, and Morgana could no longer contain his laughter.

"Pffttt hahahahaha! It wasn't just me!" Morgana laughed and rolled around on his back, receiving glares from both Rarity and Akira. Rarity then shook her head and then looked angrily at her notebook, before throwing it directly into a trash can.

"It's no use! Nothing has worked so far!" Rarity shouted, surprising both Morgana and Akira. The boy quickly tried to calm down the designer.

"Rarity, it's ok! I'm sure one of these will turn out right!" Akira tried to reason with her, however Rarity was having none of it.

"If I am going to have any hope of making it in this business, I need to make something that looks somewhat appealing!" Rarity yelled back at him. Akira stuttered over himself, trying to think of anything that could help her in this situation as Rarity paced throughout the room.

"Maybe if you tried something that doesn't…stand out as much?" Akira suggested, however, as soon as those words registered in Rarity's head, she stopped instantly and turned her head towards him with a crazed expression.

"Doesn't stand out? DOESN'T STAND OUT!?" Rarity screamed into his face. Akira recoiled instantly as Rarity grabbed a tie dyed dress shirt out of the pile of rejected outfits Akira had already tried on and held it in front of him. "Have you seen anything of modern fashion? The only way to get noticed is to stand out! The outfit has to catch your eye from the very beginning, otherwise nobody is going to give you a second look!" Rarity continued to yell, making Morgana find Akira's bag and duck back into it to avoid getting tossed into the argument.

"Who on Earth told you that?!" Akira asked, starting to get heated as well. Rarity threw her arms to the side, gesturing to the entire store.

"Experience! This job! I've made plenty of outfits here that get put on sale…how many of them have sold? Three! And those three were Fluttershy, Pinkie Pie, and Applejack, because they wanted to make me feel better, not because they actually wanted it…"

"Now Rarity, you know that isn't true…"

"But it is! The only people that I have seen wear things that I made, have been our friends!"

"Did they like it?" Akira questioned, which caught Rarity off guard.

"W-What?"

"Did they like what you made for them?" Akira's question caused Rarity to sit back down on a nearby chair as her mind wandered off into her distant memories.

Rarity was suddenly taken back into her memory of one day of her freshman year. She and the other girls had met up after school upon Rarity's request. She had made for each of them their own custom pair of boots, the ones they're all still wearing today. Rarity smiled at the memory.

"Yes. Yes they did…"

"See? You don't need to create something that the masses are gonna love right away. For now, focus on making things for people you care about, or because you love creating them!" Akira looked around the room for an example, and noticed a mannequin that was covered up by a white sheet over in Rarity's workstation. "What about this?" Akira asked as he moved over towards it.

Rarity noticed what Akira was referring to, and with her eyes wide, she got up and tried to stop him.

"Oh t-that? That's just something I've been working on in my spare time, and I'm not quite finished-" Rarity said, trying to wrestle away the boy's arms, but Akira was simply too strong for her as he pulled the sheet off of the mannequin, and was absolutely floored by what he saw. Morgana had also poked his head out of the bag to see and the cat's mouth fell agape.

In front of them, adorning the mannequin, was a gorgeous dress that went all the way down to the floor. The top of the dress hugged the form of the mannequin tightly, but fell to a much more regal style towards the bottom. The sleeves were designed to fall off the shoulders as the dress started off as a deep blue color around the torso, but changed as it went down to a light green color, then to light blue, then to a darker purple. The dress also had many white lines flowing down it with gemstones placed in certain spots, making the dress look like one giant star chart. Akira and Morgana stood in stunned silence as Rarity held her hands over her mouth with embarrassment all over her face.

"Wow…" was the only word Morgana could utter at the moment, while Akira was also at a loss for words.

"Rarity…this…this is-"

"Unfinished? Stupid? You're right…" Rarity said, shaking her head while looking at the dress. Akira turned to look at her like she just spoke heresy.

"What are you talking about!? Rarity, this is amazing!" Akira praised the fashionista, who looked at him with surprise.

"W-What?"

"He's right! That looks incredible, Rarity!" The feline said, already daydreaming of a certain blonde Phantom Thief wearing the dress.

"It does?" Rarity stood dumbfounded at the amount of praise her work was receiving from the two. Akira then remembered his original question and looked at the violet haired girl.

"Who did you make this for?" Akira asked. Rarity slightly put her head down and mumbled something under her breath that Akira couldn't quite make out. "What was that?"

"Myself. I made it for myself…"

"And look what happened. You created something beautiful because of your own desire and passion, and that's all you need! And I'm sure once this dress is finished, people would line up outside the store just for the chance to buy one…" Akira finished. Rarity took in the thought, and as she gazed at the dress, she couldn't help but feel a sense of pride in how it turned out, and the praise it had just received. She looked between both Akira and Morgana, a big smile on her face.

"You could be right…Thank you Akira, Morgana. If you think the dress would do well, then I might try and finish it this weekend…"

"You never know until you try…" Akira told the girl, putting a comforting hand on her shoulder, to which Rarity met his gaze and met it with a newfound smile.

'I sense a newfound resolve from Rarity…'

CONFIDANT RANK UP - Rarity: Temperance, Rank 2

After the two shared a brief moment of silent appreciation for one another. Akira looked down at himself, noticing he was still wearing the mismatched outfit Rarity gave to him. He looked back up and laughed slightly.

"Since that's over, can I go change?" Akira asked, pointing back towards the dressing room. Rarity also noticed the clothes still draped on him, and now that the tension has cleared, Rarity couldn't help but laugh at how ridiculous he looked.

"Please do. I don't think I can look at that a second longer…" Rarity nodded, allowing Joker to jog back inside the dressing room.

Rarity walked around the room, picking up the clothes around the room that she had tossed around in earlier frustration, but upon looking at a different dress that Rarity had been making for one of her close friends, she smiled and decided to get some investigative work while the leader of the Phantom Thieves was here.

"So…Akira, I know it's been a bit stressful since you came here, but are you enjoying your stay here?" Rarity asked, and Akira raised an eyebrow at the question as he began changing clothes. The boy had to think for a moment about how he actually felt about this place.

"I…am. The people here are pretty nice, nowhere near as bad as some people back home, and no criminal record is pretty nice…" Akira said as he recalled memories of the bastards he met back in Japan, such as Kamoshida, Madarame, Kaneshiro, Okumura, and even his fellow Shujin students. Rarity could hear the resentment in his voice.

"I still can't believe someone would willingly do that to a teenager, I'm sorry, Darling…"

"It's ok. The Phantom Thieves make everything worth it, and everyone else that I've met." Akira ended on a light note as he started putting his normal clothes back on, making Rarity smile before a lightbulb went off in her head as she found a natural segway into her next question.

"Speaking of which…has anyone in this world, you know…caught your eye?" Rarity questioned with a sly tone. Morgana's ears perked up at the question. Akira however, seemed really confused.

"Huh? What do you mean?"

"You said the people in this world are pretty nice, is there anyone in particular? Maybe a girl?" Rarity continued to question, and Akira did not seem to catch on in the slightest, so Rarity decided to help him even more. "Say, for example…someone like Applejack?"

Morgana picked up on where Rarity was going with these questions, and was hoping to some sort of higher power that the boy would get it. Alas, the meaning seemed to be lost.

"Applejack? Well, she and her family have been very kind to me. She's really strong, and a dependable comrade." Akira replied, simply stating the facts. Rarity and Morgana facepalmed at the same time. Rarity looked over to the cat, and they connected through their mutual frustration.

"Is he for real?" Rarity whispered to the cat, who solemnly nodded.

"Sadly yes, and this isn't the first time…" Morgana whispered back, putting his head down. Rarity ran her hands through her hair in frustration before going back to her previous conversation.

"I suppose that's great, Akira. But what I meant was how do you feel-" Rarity said as Akira exited the dressing room, wearing his normal clothes, and carrying hangers that were holding the clothes he just had on, before handing them to Rarity.

"Sorry, Rarity, I gotta run! I told Applejack I'd be back by dinnertime!" Akira said, grabbing his bag and allowing Morgana to jump back inside before heading towards the door. "Have a good night, Rarity!" Akira said before heading out the door, leaving a baffled Rarity behind.

"Have a good night, Darling…" Rarity replied as she looked back towards the dress she had spied earlier. "He'll learn soon enough." Rarity said to herself as her eyes then shifted back to her own dress that Akira had pointed out earlier.

She had a bit of time before she had to head home, why not get some work done?

Sweet Apple Acres

After a nice, home cooked dinner from the Apple family, Akira headed up to his room, ready to lay down after a long day. He sat on the edge of his temporary bed, allowing Morgana to hop out of his book bag and start curling up on the bed. The two Phantom Thieves relaxed as they looked forward to a bit of a break over the weekend.

"A two day weekend, huh? This world just seems to get better and better…" Morgana said, and Akira admitted it would be strange not having school on a Saturday.

"Gotta admit, it's kind of strange…"

Akira scratched his head, he's never had this kind of time before, and he had that time in a world he knew very little about. He didn't know what there was to do, things to see, food to try, or anything like that. While trying to ponder what there was to do, he heard the usual ringtone coming from his phone, notifying him that he had received a text.

'Who could that be?' He asked himself as he pulled his phone out of his pocket, and raised an eyebrow at the sight of a text from Rainbow Dash. He looked closer at his screen to read the message.

Rainbow Dash: Hey man! You up to anything in the morning?

Rainbow Dash: Cause if not, you down to have that rematch? ;)

Akira remembered that he had promised to have a rematch to their soccer game when they had first met. He remembered he was barely able to keep up with her switching into the game for Twilight, where nobody expected him to do anything, he would probably get destroyed in a full match…but he couldn't deny that it would be a good opportunity to keep him in shape, since he no longer had his home gym available at the moment. He showed the text to Morgana to get his opinion, and the cat simply shrugged.

"I would've thought you'd wanna sleep in, but suit yourself…" Morgana said, knowing the only reason he'd be awake is to watch the total butt-kicking Rainbow Dash would bestow on Akira. The boy didn't think long about it before he replied.

Akira: Sure. Just meet at the school field?

Akira watched the screen as little chat bubbles popped up, signifying Rainbow Dash had seen his reply and was forming her own response.

Rainbow Dash: Great! Yeah, let's meet up there around 9:30. Does that work?

Akira looked back at Morgana, who was busy licking himself clean. He was really going to hate him for this.

Akira: Works for me.

Rainbow Dash: Awesome! Get ready to bring your A-game! See ya then dude!

Akira put away his phone at the confirmation of his plans. He got up off of the bed and started ruffling through the drawers of the guest room. Morgana opened one eye to see what the boy was up to?

"What're you doing now?" Morgana asked as he watched Akira grab a pair of folded up gray sweatpants, and a black t-shirt.

"You can't expect me to play soccer in jeans again, right?" Akira joked, referring to how impromptu their first match was. Morgana slapped a paw to his face, knowing that this was going to end up either very bad, or hilariously bad.

Either way, Morgana was going to have a front row seat.

AND DONE!

Phew, sorry about the wait on this, but I swear I have a perfectly good reason.

I had this chapter done for a while now, however this wasn't the original ending of this. The original ending of THIS chapter was the ending of the NEXT chapter, so the original draft of this one was over 70 pages and near 30,000 words…

But then I figured, no one wants to read that in one sitting, so after I finished it, I split them up into two. So shortly after the release of this one, if not at the same time, you'll get the next part.

So hopefully if you enjoyed this one, you'll keep reading!

See ya!