In the skies just above Manehattan, Sonic and the group were on their way to find the remaining Elements. The girls' hot air balloon was now being pulled by Rainbow and Fluttershy instead of the Tornado itself.

Sonic stood on top of the wings looking for anything. "So Tails, Where's the next Element located at again?" he yelled over the plane's engine.

Tails switched the plane to autopilot before pulling out his handheld and checking the map. "Hmm...The next signal should be in Manehattan. Lucky for us, we're flying right over it!" yelled the two tailed fox.

Twilight and the girls were keeping a good pace with the Tornado, flying beside it. "Alright! Then let's land and start sear-" Twilight was suddenly cut off by Rarity who pointed at a shadowy silhouette in the clouds. "I think we should worry first about that THAT could be!" she suggested.

In the clouds just ahead of the group, the large shadow revealed to be a giant battleship! On board were hoards of Egg Pawns and a multitude of guns and cannons aimed at the Tornado and balloon!

Sonic, Tails, and the girls were shocked.

Eggman's voice echoed over an intercom onboard the massive vessel.

"HOHOHOHO! I see you've gotten airborne as well. But let's see just how much firepower that tiny little bi-plane of yours can handle! Behold! The Egg Alicorn!"

The ships belly opened up, lowering down a huge Alicorn mech! Eggman's mobile descended from the belly as well before attaching itself to a round crater located on the forehead, just under a long, sharp horn! Seconds later, the robotic equine whined to life as a large jet engine on its back turned on while two large wings began to flap, keeping the mech airborne.

Sonic and Tails frowned while the girls shivered in fear.

(BOSS: Egg Alicorn)

Tails switched the Tornado back into normal control and lunged the plane forward with Sonic ready for battle. Twilight noticed this and gathered her courage before climbing to the top of the balloon with Spike on her back. The rest of the girls in the basket readied themselves too before Rainbow Dash and Fluttershy followed behind Sonic and Tails and charged into combat.

The Egg Alicorn attacked the heroes by sending homing missiles. The Tornado was able to dodge them with ease while Twilight casted a huge magical barrier, protecting the balloon and the Pegasi steering it. As the Tornado got close enough, Sonic jumped from the plane and slammed the cockpit with a homing attack. Tails then swung the plane around and managed to land Sonic onto it as he came back down. The girls stared in amazement.

"YEEHAW! Sonic's got some style!" Applejack cheered.

"Oh my! That was amazing!" Fluttershy added.

"Rock on!" Rainbow Dash yelled.

Twilight realized what they were supposed to be doing. "Ok girls! Let's get back to more important things! Rainbow and Fluttershy, get us close enough to Eggman! I'll use my magic to try and take him out!" she instructed.

The two pegasi obeyed and quickly flew the balloon closer to the Egg Alicorn before Twilight unleashed a rainstorm of magical shots which pelted the cockpit.

Eggman was tossed and thrown around like a ragdoll. "GRAH!" He yelled as he struggled to regain control. He eventually did and pulled a lever.

The giant horn on the Alicorns' head began to glow brightly.

Twilight noticed this and quickly used her barrier spell on the balloon.

"How about THIS?!" Eggman slammed down on a button and the tip of the horn expelled electricity! The balloon remained unscathed but the Tornado began to rock back and forth violently after being hit. Sonic grabbed onto the front of the wing for dear life as he struggled to hold on.

"WOAH! Tails! Do something!" he exclaimed.

The pilot tried to maintain control but the electronics were overloaded and fried! "Hang on! I think I can try and fix the controls!" Tails assured as he quickly began to fight for the planes movement

Eggman noticed the Tornado's sudden rocking and grinned as he saw a chance to finish the two off! "Now to be rid of you once and for all!" he steered the Alicorn over as the horn began to charge up again.

He fired again but the balloon had quickly flown over and shielded the bi-plane.

"You leave our friends alone you crazed ruffian!" Rarity shouted.

Meanwhile, Tails had finally managed to regain control of the Tornado. "Alright! We're good!" he exclaimed before lunging the plane upward, giving Sonic another chance to strike.

Twilight followed up with another round of magical energy shots.

The mad scientist wasn't giving up just yet. The horn began to charge up one last time.

"Look out! He's gonna fire again!" Spike warned.

Everyone quickly moved out of the way but the Tornado nearly escaped. A massive blast of energy was unleashed and managed to rip off one of the wings! Sonic nearly lost his balance and Tails shook as the wing had snapped off the plane like a twig.

"WAH! We're hit!" Tails cried as he desperately tried to maintain altitude to no avail. "We're going down!" he yelled as the Tornado began to fall from the sky, smoke emanating from the broken wing. Sonic could only cling on to the roof tightly as he, Tails, and the Tornado had been shot down.

Eggman laughed with joy before noticing that his controls began to malfunction. "HOHOHOHO...what's this? HOW CAN THE ENGINES BE FAILING?! How is this happening?" he exclaimed, now panicking.

Orbot had decided to shed some light on his boss' emergency. "Well, in order to unleash that much power, it required all the energy needed to keep the Egg Alicorn running." he explained.

Eggman quickly turned to his robotic henchman, furious. "WHAT?! WHY DIDN'T YOU TELL ME THAT BEFORE I FIRED THE LASER?!"

The Egg Alicorn was then engulfed in a fiery explosion. Eggman's mobile managed to escape with only major dents and a slightly fried engine, retreating into the giant airship nearby, leaving the flaming debris falling to the ground below.