Neo Equestria City, once a bustling metropolis of technological marvels, now reduced to a dark and overrun ghost town, under the heel of the Digital Overlord as his forces searched for the Ninja, scanning the remaining civilians for them.


On the top floor of Borg Tower, Pixal had a security mech in a large container while it looked to be surrounded by Golden Power and Harmony Magic. "Initializing power transference. Extracting golden power and harmony magic," she said as she pressed a few more buttons, causing a black coffin to rise from the middle of the floor. "Standby for physical somatic download."

The container started siphoning the energy from the mech and pouring it into the coffin. Inside purple smog pulsed as magenta eyes flicked as the Overlord's voice was heard. "Yes, yes," the Overlord breathed, enjoying the power he felt… when suddenly and unfortunately for him, the power ran out. "It's not enough! I need more of their powers if I'm ever to be freed of this digital prison!"

The purple like smog traveled out of coffin and went behind the console before two figures came around it. It looked to be Borg and Gear, except parts of their faces had been covered with high tech while their faces were blank looks as their bodies had also been covered in the same high tech. Borg's artificial limbs had become modified to wield weapons while a screen with the Overlord's eyes were shown. "I am fed up with pathetic mortal bodies!" the Overlord said through Borg's body as his and Dr. Gear's bodies approached Pixal. "I want my own body back! Find me more power! Find me the Golden Ninja and the Elements of Harmony!"

"By my computation, your primary duty should be finding the Techno Blades," Pixal suggested. "They are the only thing that can-"

"Those Ninja don't even know what they already possess!" the Overlord shouted at her. "I want the Golden one and the Council! I won't let them slip through my grasp a second time!"

Pixal then turned to the screen where security feed was shown. "Nindroid troops have yet to find any traces of them or their allies," she told him.

"They just don't know where to look," the Overlord said through Dr. Gear's body and turned to his two prisoners, Wu and Celestia, bound to two tables with metal caps on their heads.

"You'll just be wasting your time!" Celestia growled at him.

"She's right. We will never tell you where they're hiding!" Wu added.

"You both might not, but your memories will," the Overlord told them before both his vessels shot a blue laser into the metal caps on both Celestia and Wu's heads as they started to chuckle.

"S-Stop it!" Celestia laughed.

"It-it tickles!" Wu added.

"It's only a matter of time before your minds will tell me everything I need to know," The Overlord told them as behind Celestia and Wu were was a screen projecting their memories spanning over a thousand years.

"No!" Celestia grunted before she continued to laugh as she was worried about him finding the others location.


Meanwhile, within a forest, the group were gathering a few small trees and covering their vehicles with them. Landrush was carrying two large trees to hide his mech. "Aah, this is a perfect place to lay low," Lloyd spoke up as Rarity was sewing something. "No robots, No cameras, no problems."

"Still, just in case more of the revolting machines show up, you should wear this," Rarity said as she passed him a silver and gold suit. "It will confuse their sensors, making it harder to find you."

Lloyd put on the suit and smiled. "Ha-ha. Yeah, this is sweet!" he said.

"Lloyd?" a familiar voice said as Lloyd turned to see Misako running towards him with some groceries.

"Mom?" Lloyd asked before the two hugged.

Misako then turned to the others. "It's good to see you all again," she said, "but what are you doing here?"

"The Overlord is back, and Neo Equestria City has fallen under his control," Twilight explained to Misako.

"He has both Wu and Tia," Discord added, sounding a bit worried for Celestia as Fluttershy comforted him.

"Wu and Celestia are tough," Misako reminded them. "There's a reason why Wu lived as long as he has. And you all know how Celestia is."

"Well, where's dad?" Lloyd asked.

"Yeah, where is Lord Garmadon?" Trail asked.

Misako shook her head. "He no longer goes by Lord. Here, he is Sensei Garmadon," she said, "and he won't be back until this evening's lesson."

"Uh, did you just say Sensei Garmadon?!" Rainbow asked with shock.

"Let's be glad he's on our side like Sombra, Nyx, and Chrysalis," Flash told him. "With Sensei Wu gone, we could use the help."

"Come in, but your weapons are not allowed," Misako told them. "Ever since Lloyd saved his father, Garmadon's sworn an oath to never fight in hope to make up for his evil past. It's an oath he takes very seriously."

"But we're supposed to protect these with our lives, and never let them out of our sight," Gaia told her.

"Maybe one of us should stay and protect them," Fluttershy suggested.

"You guys go on ahead, I will stay back and watch over," Frost volunteered.

"Are you sure, Uncle Frost?" Sky asked.

"Of course I am," he assured her before each of the Ninja gave their Techno Blades to him.

"Take care of yourself, Frost," Twilight said as they headed for the monastery.

Once they came into view, Trail let out whistle. "No offense to Sensei Wu, but the old Monastery's got nothing on this place." A few fillies and colts were playing with a ball until he kicked it to where the Ninja are coming in.

They all have gasped and started to run towards them. "Ah, at least there's some place left in this world I'm still considered cool," Landrush said as he assumed the children were coming to greet them, only for them to run past them and over to Lloyd.

"Oh wow!" a filly shouted excitedly.

"It's the Light Ninja!" a colt said in awe.

"Nope, still totally lame," Thunder joked as the Ninja went over to the children and they all were excited to see them as well.

Sandbar sat back as he saw Yona carry a few on her back before his attention was drawn to Ocellus who was showing the fillies and colts some of her shapeshifting. Ever since the perfect match console thing, he could not stop looking at her the same way he used to. The same could be said with Aqua as she saw Landrush in a different way.

"I recognize that look," Misako said as she approached the two.

Aqua darted her eyes frantically. "What look?" she asked.

"We weren't looking!" Sandbar retorted.

Misako just smiled. "Two friends, one heart?" she said, remembering how her heart was divided between Wu and Garmadon.

"Are we really that obvious?" Aqua asked Misako. "What do I do? Thunder is the only one who makes me laugh, but Landrush... Landrush is not Thunder."

"What about me?" Sandbar spoke up. "Yona is kind and strong. But Ocellus can be sweet, smart, and she's not bad looking either."

Misako held both of their shoulders, "Trust your hearts, young ones. Within them is where you know who you truly wish to be with," she advised.

The two mulled over what she said and turned to their significant other and their perfect match.


During the evening Frost was sitting alone, looking at the Techno Blades and thinking about what happened back at the city. He was hoping that his mother was safe and sound and that he would see her again. He then drew his attention towards the monastery where the third-floor lights were on, wondering what he was missing out on.


Inside, the Ninja, the Mane and Young Sixes, the Serpentine Kids, Aqua, and Spike were in the dojo with the other students of Garmadon while Discord, Luna, Sombra, and Hope watched from the sidelines. Then from behind one of sliding doors they saw the shadow of a tall-looking stallion with wings and a horn.

The Ninja, Mane Six and their friends gasped in surprise, thinking it was "Lord" Garmadon… until the door slid open, revealing a reformed Garmadon standing behind a servant pony who moved out of the way.

Garmadon then turned to Lloyd and Luna. "Ah, my son and sister, so glad you could join us," he said.

"Hello, Garmadon," Luna smiled and nodded.

"It's been a while, father," Lloyd waved as Garmadon walked in front of the others.

Rainbow smirked and whispered to the others. "Check out the new Sensei on the block, looking sharp-"

"Silence!" Garmadon told her as he whacked Rainbow Dash on the head with his staff. "Close your mouth and open your ears." He walked over to a small shrine as Rainbow rubbed her head while he continued. "Tonight's lesson is the Art of the Silent Hoof. To fight without fighting."

Gallus raised a brow. "Wait, what? That doesn't make any sense. How can you fight without actually fighting?"

Garmadon gave a smirk as he then turned towards the students. "Well, if I may have a volunteer, then perhaps I can answer that question, young Griffon?"

"How about me?" Lloyd asked as he raised his hoof before he stood up.

"The Ultimate Battle, round two!" Spike joked as Smolder giggled at said joke before she let out a small cough and looked away.

"Attack me!" Garmadon ordered before adding, "But please, no powers or magic. I happen to like my monastery." His joke had the other students laughing.

The lesson having begun, Lloyd charged at his father, only for him to dodge causing Lloyd to crash into the wall. "You see, the key is balance and misdirection," Garmadon explained as he balanced his staff while Lloyd recovered.

"Let your opponent fight himself." Lloyd then charged at Garmadon again only for Garmadon to dodge his attack again before Lloyd tried to jump kick him before he moved to the side. He then tried to attack him from behind but Garmadon dodges him again and flips him over onto the ground.

"Let your enemy tire himself," Garmadon added as Lloyd tried a flying kick. Garmadon turned around and let out a yawn before he easily ducked under Lloyd's kick. In that brief moment, Lloyd turned to his father before he landed face-first into a wooden beam and crashed on the floor as the others winced at that.

"Pupils, I gave you the most powerful Ninja in all the land, the Golden Ninja," Garmadon mocked as golden dragons spun over Lloyd's head and his pupils let out a laugh at Lloyd as the other Ninja face-hoofed themselves at this sheer embarrassment.

"Oh, Lloyd," Gaia moaned.

Lloyd quickly got up and growled in anger as he powered up his horn with Golden Power.

"Easy son, it's only a lesson," Garmadon eased his son

Realizing what he was doing, Lloyd took a deep breath and stop his horn as he let it out. "Sorry, I don't know what got into me," he explained as Garmadon walked up to him.

"You let the anger take over. Some of us know that feeling well," Garmadon said looking towards Luna and Sombra who nodded in agreement. "Now, let's divide into groups!"

This all paired up, all trying the Art of the Silent Hoof as they focused on dodging and countering attacks.

"Perfect. So, tell me Luna, why is it you've all decided to pay a visit?" Garmadon asked his sister.

Luna let out a disconsolate sigh. "It's a long story, brother," she told him as she explained what happened in the city.


Back with Frost, he looked down at the Techno Blades and saw that they were gone. He then looked behind the tree and saw a shadowy figure making off with the Techno Blades before he ran to catch up with the thief. He leapt through the trees and then pounced on the thief, making them drop the Blades.

He flipped the perpetrator over to reveal it was… "What? Pixal?" Frost said in surprise. "What are you doing here?"

"Discontinuing an old relic!" Pixal answered as she kicked him in the gut and moved to buck him again before Frost grabbed her leg.

"You may call me old, but not slow!" Frost told her as he threw the female droid into a tree and tied her up as she screamed.


"The Techno Blades!" Flash shouted when they heard the scream before they all raced outside. They then saw Frost pulling a tied up Pixal behind them while he carried the Techno Blades.

"It's Pixal, but how did she find us?" Twilight asked when she saw her.

"How about we take her apart to find out?" Trail suggested as he walked towards her before Frost stopped him.

"Please, she was only doing what she was programmed to do," he explained before he picked up his Techno Blade. "She may hold many answers, but perhaps there is an easier way."

When his Blade activated, Garmadon grew worried. "N-no, I-" He tried to stop Frost only to be stopped by Pinkie.

"Oh don't worry, Techno Blades only turn bad machines good, not turn them into scrap metal," she explained as Frost tapped his blade on Pixal's forehead as an icy aura covered her and her eyes turned green.

Pixal gasped in surprise. "Where am I? Why am I tied up?" she inquired as Fluttershy approached her while Frost untied her.

"You were under control of the Overlord," she explained. "But how did you find us?"

"They've mined Sensei Wu and Celestia's memories," Pixal explained. "The Overlord knows all of your hiding places."

"My brother and sister. Are they… are they okay?" Garmadon asked with concerned while Luna looked just as worried.

"Yes, but the Overlord wants your son and the Council of Friendship," Pixal told him. "His Golden Power, along with the Elements of Harmony within each of the council members, are the only way he can escape the digital realm and become real."

"So that's why he wants us, but they gave these here Techno Blade doohickeys to protect?" Applejack asked.

"Yes, why are they so important?" Gaia pressed on.

"Because together they can reboot the Borg Tech system, wipe the master computer clean, and destroy the Overlord, for good," Pixal explained as the others whispered in amazement before she let out a gasp of realization.

Aqua grew worried. "What is it?" She asked.

"I just realized I didn't come alone," Pixal told them.

"What, who else was with you?" Fang asked.

"Nindroids."

"Nindroids?!" they all shouted as they looked around frantically for them.

"Where are they?!" Rarity asked.

"I don't see any of 'em!" Thunder added as they kept their guard up.

Suddenly a black, silver, and purple Nindroid with red eyes appeared on the roof, drawing a sword and laughing.

"AHH! Found one!" Silverstream screamed as more Nindroids appeared around them. "AHH! Found the rest!"

"I calculate that there are twenty-one Nindroids. Probability of survival too low to quantify." Pixal calculated as the Ninja put up their masks over their muzzles before they charged into battle.

"Never tell us the odds!" Gallus said as he charged at one Nindroids, tried to throw a punch but it caught it. "Uh, oh," He said before he was flung away.

"Gallus!" Smolder said before a Nindroid kicked her. She was sent back by that kick before Spike quickly caught her and they rolled on the ground.

Trail tried to throw a kick at one of them, but it quickly caught his kick and pushed him to the ground.

Frost tried to swing his Techno Blade at one of them before it kicked him into the air and over some rocks.

"These Nindroids are so much faster!" Thunder complained as he used his Techno Blade to block one of their attacks before he was punched in the face by another.

Rainbow managed to land a punch on one but recoiled from the metal surface, "OW! What is up with these clowns!?" She asked, while nursing her hoof. "Talk about your solid iron abs!"

Flash tried to strike one with his Techno Blade but was kicked back, "Ow! It's their solid iron kicks that I'm worried about!" Flash groaned as Twilight helped him up.

One of the Nindroids tried to kick Landrush, but he quickly Dodge him. "Nice kick, now see mine! NINJA, GO!" Landrush shouted as he did Spinjitzu and knock a couple of Nindroids away. A bunch of them were charging at Garmadon from both sides before he used his bamboo stuff to dodge them and they bumped into each other.

The Nindroid then advanced on Frost as he raised his blade to defend until two more Nindroids appeared and restrained him before they all dogpiled on him. Twilight saw this and powered up her horn to blast them away before Hope stopped her, "NO! Your magic only strengths them!" she reminded her.

"NINJA, GO!" Lloyd shouted as he jumped down and did Spinjitzu to knock away the Nindroids on Frost. He then helped up Frost, with a part of his face damaged from the attack. A bunch of Nindroids were approaching both Aqua and Hope before they fired lasers from their eyes. Aqua quickly took out two metal fans and reflected each blast back at them.

Applejack kicked away one more Nindroid before she noticed more on the cliffs, "Um, heads up, partners!" she said to the others. "We got trouble from above!"

The backs of the Nindroids opened to unfold wings before they soared down towards them, cackling evilly.

"Oh, come on! They can fly now! Not cool!" Melody complained.

"We need to get out of here!" Rarity said as they all ran into the dojo with the Nindroids right on their tails.

"We've got you now!" a Nindroid shouted as they made their way towards the side of the monastery next to the waterwheel.

"Anyone want to clear a path?" Thunder asked as Sky got an idea by looking at the waterwheel.

"I have an idea, but you all have to trust me," she told them.

As the Nindroids advanced the waterwheel came loose and rolled away, picking up some of the Nindroids. It jumped over, flinging the Nindroids out before crashing in the forest, where the Ninja parked their vehicles. Then suddenly in the sky, Trail's Jet, Frost's Hovercopter and Gaia's Spider Vehicle took off while Thunder's Raider, Landrush's Mech, and Flash's Hoverbike rolled after them.

"Don't let them get away!" a Nindroid ordered as the others hopped onto their vehicles and chased after what they assumed were the Ninja. One Nindroid with black armor on while driving a tank and a few missiles straight towards their vehicles before firing at them. The missiles soon landed and the vehicles were forced to stop as they all crashed landed.


Back at the disconnected waterwheel, our heroes emerged from it after they successfully tricked the Nindroids. "That was a good idea using autopilot on our vehicles, Sky," Flash told her as they came out.

"Thanks daddy!" Sky smiled.

"But it won't take long before they find out we used autopilot," Landrush said. "We should get a move on."

"I'm coming with you," Garmadon told them. "If the Overlord wants my son, I'm not letting him out of my sight."

"Discord, Hope, Sombra and I will stay here with the kids and look after the monastery," Misako told them as she hugged her son and husband. "I have confidence that you will stop the Overlord," she said.

"We'll come back, my love. I promise," Garmadon said as he gave Misako a kiss.

"Be careful Luna," Sombra told his mare.

Luna smiled and nuzzled him. "I will," she replied and then turned to Discord. "And I promise I will bring Wu and Tia back." Discord smiled in thanks.

The Serpentine Kids then hugged Twilight and Flash. "Goodbye Mommy. Bye daddy," they said before they and the four adults walked away.

As they left, a thought then just occurred to Lloyd as they were about to get a move on.

"Wait! If the Overlord wants me and the girls, and the Techno Blades are the only thing that can stop him, shouldn't we split up? Just in case," Lloyd suggested.

"Really? Split up so they can pick us off with a lot less effort? Great plan!" Rainbow said sarcastically.

"That's actually a great plan," Aqua told Rainbow. "Frost's Falcon knows the secret location of my Samurai X Cave. You, your father, Luna, and the girls go there and take what you need to get as far away from us as possible."

"Secret cave?" Thunder asked surprisingly. "I thought we knew everything about each other."

"Well, a mare's gotta have her secrets," Aqua told him.

"But what are you guys gonna do?" Twilight asked. "Those Nindroids aren't gonna let you step one hoof into the city."

"She's right, Aqua. How are we gonna get past an enemy with so much power?" Gaia asked.

Aqua smirked. "By shutting down that power, of course," she replied.

It wasn't long before the group split up unbeknownst to them that the Serpentine Kids were hiding behind the trees as they were following the Ninja, Aqua, Spike, and the Young Six.


Back at Borg Tower, the Overlord got a transmission from his Nindroids and they told him bad news. "What do you mean they're not there?!" he shouted with anger.

"We've been tricked!" one taller Nindroid with armor said as he stood in front of the flaming wreckage.

The Overlord growled in aggravation. "Your Nindroids have failed me, General Cryptor," The Overlord said as his two vessels stood in front of a large mechanical creature, "But my next creation won't."

The creature powered up with glowing red eyes and spreading its metallic wings. "Systems are operational. Ready to receive further instructions," it spoke a deep voice.


Coming down a dirt road was a caravan of performers which Trixie had founded. After the Overlord's first defeat, she, with Blueblood's patronage, had become a much more capable performer and collected a few others to join with her, so Twilight and Starlight helped upgrade her wagon into a "The Great and Powerful Trixie and the Traveling Entertainers" circus train.

The stallions pulling the Caravan suddenly came upon some Nindroids at a Barricade and stopped, "Hey, what is the hold up?! The Great and Punctual Trixie has places to go and-" Trixie complained until she was face-to-face with a Nindroid. "AH! Oh, hello there! What can The Great and Powerful Trixie and her Traveling Entertainers do for you?" she asked nervously.

"Ninja search," the Nindroid answered her robotically.

Trixie just let out a sigh and smiled. "Well, you can search all you want, but you'll find no Ninja here," Trixie told the Nindroid as she let him in. Said Nindroid searched the wagon from top to bottom as he found no Ninja on board before stepping off.

"You can go," the Nindroids told the Caravan.

"Thank you," the responded as the barricade was let down to let them pass. The moment the coast was clear, Trixie tapped on the box, opening the lid. "It's safe to come out now."

The Ninja and Aqua climbed out one by one, but as Thunder climbed out a clown appeared and honked him in the ear. "Thanks again for the help, Trixie," Starlight said as the Young Six and Spike came out of the box. "We're lucky we ran into you on the way here."

"What are old friends for?" Trixie asked. "We can get you just outside of the Storm Farms, but you'll have to get to the Power Substation on your own."

"We know," Trail spoke up before he looked towards a corner. "And you Serpentine Kids can come out now."

From behind a few stage magic items are the Serpentine Kids that were hiding.

"How long?" All five of them asked.

"Since we got on board," Flash said as he raised a brow. "Didn't I ask you to stay with Misako at the Monastery?"

"We just wanted to help!" Toxsa argued.

"Yeah, we're not baby snakes anymore, dad." Fang added.

"Plus, we also want to protect mom," Sky told him.

"Also, you taught us to defend ourselves," Coal reminded him.

"We promise we'll behave ourselves," Melody added before all five of them did puppy dog eyes. Even the clown joined in.

Flash just groaned and rubbed his face with his wing. "...Fine. But you follow my orders no matter what, understood?" he said.

"Sir, yes sir!" the kids saluted.

"So, Aqua, shutting down this power substation. Can we really destroy the Overlord and his Nindroids by simply flipping a switch?" Gallus asked.

"Cripple them, yes," Aqua told him. "Destroy, no. Once we've powered down his army, we still need to reboot the Central Computer with the Techno Blades. And don't forget, since he knows we have them, they aren't just going to let us waltz in."

"So let's just focus on shutting down the power and then head over to the city and stop the Overlord," Landrush said.

"Wait! I thought of something!" Silverstream called out. "If shutting down the power turns everything connected to it off, wouldn't that include Pixal too?"

The Ninja and their allies realized that she was right and knew that if Frost knew this, he would not have been willing to go along with the mission. "Well, if Frost hasn't figured it out, nopony tell him," Gaia ordered. "If we're going to stand a chance against these Nindroids, we need to be on our best."

The others nodded before Trail noticed that Frost wasn't with them, "Speaking of Frost, where is he?" he wondered.

"Oh, just out in the back, Pixal is fixing him up," Ocellus answered.


In the back, Pixal placed a piece of his face back on before a bunch of tools came out of her hoof and she started to fix the rest of him. "Thank you for repairing me," Frost told her. "I guess an old Nindroid like me is no match against the newer models."

"This is just one of my primary functions," Pixal responded. "Gratitude is not required." She retreated her hoof when she was surprised to see something where his power core was. The panels opened wide, revealing a glowing stone made of neither magic or any other substance. "Fascinating," Pixal said, retracting her tools back into her arm.

"What is it?" Frost asked.

Pixal reached out for the stone. "Your power source. It's...an energy I am unfamiliar with," she said before looking at Frost curiously. "Your mother built you with spare parts and rudimentary technology, yet this piece is unique. Perhaps if I take a closer look." She then reached out to touch it but released some electricity that seem to have hurt Frost and some of the energy traveled up her hoof.

Pixal moved her hoof away and turned to Frost as she felt something, unfamiliar built up inside her, "I'm sorry. I caused you pain," she apologized as Frost was surprised to see actual emotion on her face. "I was curious to understand why you are so different."

Frost then reached out and hold both her hooves. "We are all different," Frost told her as she was pulled in close. "But I don't feel so different around you."

"I am not different," she said when she pulled her hooves back, acting like her pre-programmed self before she touched his power source. "I am Pixal, the Primary Interactive X-ternal Assistant Life-form. And your repairs are complete." She then closed his chest panel up and walked away from him.

But as she walked away, she felt the strange something inside her again. She had hoped she had not offended Frost and was beginning to worry about her creator. These new sensations were confusing her and even making her...afraid, as she placed a hoof to her heart. "What is happening to me?" she thought aloud.


Out in the desert, the Mane Six, Lloyd, Garmadon, and Luna followed the falcon all the way out there until they reached large dragon skeleton.

"Why did you bring us here?" Twilight asked the Falcon before she noticed on the ribcage was a button with something familiar on it, "Hmm, well whaddya know? The Samurai X Symbol." She pressed the button, causing the mouth of the dragon's skull to rise open.

The group walked over to the mouth and saw a staircase leading downwards. The Falcon landed on Fluttershy's foreleg as they descended downwards. When they got to the bottom, they were surprised to see a bunch of suspended platforms holding the Ninja's Vehicles on either side of a walkway travelling up to computer desk.

"Whoa! This…is…AWESOME!" Rainbow cheered.

"I can't believe Aqua managed to build all of this!" Rarity said in disbelief as they walked down the walkway.

"Maybe I should've been a Samurai instead of a Ninja," Lloyd commented, feeling a bit jealous of Aqua.

Garmadon walked up to two large tarps, removing them to reveal two large vehicles. One made for two with a mounted turret on the top and the other looked like it was made for multiple. "Why must everything have so many weapons?" Garmadon complained.

"This coming from the stallion who became an alicorn with six legs and dragon wings to possess the six Golden Weapons," Luna remarked, causing Garmadon to let out a sarcastic chuckle before realizing she was right.

"I deserve that one," he admitted before stopping Lloyd from getting in the driver seat of the first vehicle. "I swore off fighting, not driving."

"Even though I don't share my sister's love for the extreme… I bear no such qualm with road racing," Luna said with a grin.


Speeding out the back tunnel were the two cars, Garmadon and Lloyd riding in one and the Luna driving the Mane Six in the other.

"Yeehaw!" the two older ponies cheered as they jumped a ramp.

"Ey! That's my line!" Applejack complained.

"So, where to now?!" Pinkie asked as they flew over a crevasse.

"As far away as possible!" Luna and Garmadon answered as they kept on rolling.


Back on The Great and Powerful Trixie and the Traveling Entertainers' wagon, Smolder was looking around the place before she saw Spike sitting by a table and reading a comic book. She covered her face and quickly walked past in hopes she wouldn't be seen by him. "Hey Smolder," Spike called her out. "How's the family?"

What he just asked made her flustered and blush bright red. "F-Family?! Wha-what are you talking about?!" she asked embarrassingly. "I mean, we're still kids ourselves and I'm nowhere near ready to lay eggs yet-"

"I meant Garble and your family, weirdo," Spike said, not noticing Smolder's agitated confusion. "It's been a long time since I've seen him. I hope he hasn't been causing trouble."

"Oh no… Gargar is been great." Smolder told him. "He got himself a girlfriend. You know her, she's purple with red eyes. Her name is Maar. We also got a new little sister too," She then thought just to stop letting her feelings get all mixed up and just tell him how she feels. "Look Spike, I know I don't say this enough, but you're a really great and kind dragon. Ever since we first met, you were the kindest and sweetest guy I ever met."

Spike lowered his comic and looked at Smolder with surprise. "Really?" he asked, thinking this was just one of her pranks.

Smolder nodded as she blushed, "Yeah, I mean, way back then that would've been considered lame, but…" She then took a sit in front of Spike and smiled. "You weren't afraid to just be yourself in front of other dragons like me, Garble, or any other dragon. So if you ask me, I think it's right you're called 'Spike the Brave and Glorious'."

"Well, if you were a princess, you be called 'Princess Smolder the Kind and Feminine'." Spike complimented as she let out a giggle. The two of them then looked at each other in the eyes before their tails started to move on their own and wrapped around each other before they hold cloth. Their muzzles were coming close before they blinked and realized what they were doing before they quickly pulled back. "So, uh...want some tea?" He asked as his face was blushing bright red like hers.

"Yeah, that would be nice." Smolder replied.


Meanwhile, Sandbar was trying to play one of the ring-toss games on the caravan but kept on missing. "Agh! These things are rigged I tell ya!" he complained.

"Not necessarily," Ocellus said as she walked up to him. Sandbar blushed a bit, "It's not a matter of arm strength, but in angling your throw. Watch." She then took her own ring and tossed it and amazingly she managed to hit the target.

"Whoa, you are good," Sandbar said in awe.

"Thanks." Ocellus replied before she started to feel a strange feeling emanating from Sandbar. "Are you okay, Sandbar?"

"What do you mean?" He asked nervously.

"I'm a Changeling, and we can sense different emotions emanating from anycreature," Ocellus told him. "Right now, I can sense an emotion coming from you that's really strong right now."

Sandbar rubbed the back of his head. "Well, I guess I should say, it mostly has to do with you?" He admits.

"Me? How?" Ocellus asked in surprise.

"It's kind of hard to explain," He replied before he looked into her eyes. "But I just want you to know, you've always been the smartest out of any of us. You knew what to do when Equestria's magic was being sucked away and the when you stood up for our teachers against your own mom when she was evil was incredible." Ocellus started to blush as his words started to touch her heart.

"Well, I guess that is nice of you to say," she said before she looked at his eyes. "And Sandbar, it was really nice of you to say those things when the Tree of Harmony was testing us and everything back under the school. You really know how to stand by your own friends and everything and well...you're really great in your own way."

Sandbar just chuckled, "Don't let Yona know you said that." He joked as the two held smiles with each other.

...Until a certain Yak walked in. "Don't let Yona know what?" Yona asked as they pulled away from each other.

"Nothing!" they said quickly and walked away from each other as Yona looked confused.


Meanwhile in another part of the Caravan, Landrush was sitting around as Gaia walked in. She noticed the Earth Ninja and smiled as she went over to him, "Are you well?" she asked.

Landrush glanced at her and shrugged. "Yeah, just bored," he said as Gaia sat down.

"How do you think the students are doing?" she asked him. "Ever since what happened back in the city, I'm a little worried about them."

"Aqua told me that Sunburst and Dareth are watching them," Landrush told her. "But she was acting all weird when I asked 'how are the kids' and everything. I wonder what got her gears in a bunch."

"Who knows," Gaia said as they sat in silence. After a while Gaia decided to speak. "You know Landrush, we've become quite the effective team."

Landrush chuckled. "Hey, we have, haven't we? A rich girl and the son of a famous dancer, who'da thunk it?" he asked as Gaia giggled.

Gaia then blushed a bit. "Still, I was amazed by how well you could dance, Landrush," she said as behind them from the door, Aqua was listening. "You might be solid and strong as rock, but I can tell that deep inside you have a very kind and gentle heart."

"I can say the same about you," Landrush told her with a smile. "You may be one of the toughest mares we know, but you got a heart of gold. When push comes to shove, you always know when to watch our backs and back us up when we always need it."

"Well, I am the Master of Life, and the watcher and protector of all living things," she reminded him. "I live to protect everything that I love."

"Yeah, we all do," Landrush said back with an oblivious smile as Gaia looked at him in shock. But before she could clarify…

"Hey guys!" Flash called out as he walked into the room. "We're here, so you might want to get ready."

"Got it Flash." Landrush responded as he got up and went to get his Techno Blade. "Let's move!" He told Gaia while she let out a sad sigh as he was completely oblivious about what she was trying to say.

Aqua looked at her sympathetically and walked over to her. "Stallions, they're loveable idiots and too ignorant for their own good."

"Tell me about it," Gaia said sullenly. "Why can't I just tell him?"

"Maybe you can tell him once this is all over," Aqua suggested before they both got ready. Aqua secretly hoped that Gaia would tell Landrush the truth, making sure she did not have to choose.


The Ninja, Young Six, the Serpentine Kids, Aqua, Pixal, Spike and Starlight were soon let out in a large area with very big thunder clouds above them. "Good luck, you guys." Trixie told them. "Maybe we'll come by Neo Equestria City once you beat the Overlord."

"Stay safe, Trixie," Starlight said as the Caravan moved on. Then a bolt of lightning struck a transmission tower, causing Pixal to jump.

"Careful," Frost said as he eased her. "They farm the electricity here. This is where all of Equestria gets its power."

Spike looked up and saw the main control tower. "Looks like we got a welcoming party," he said as they saw a bunch of Nindroids patrolling the tower.

"The only chance we have of getting in there is to stay out of sight," Aqua whispered to the others. "There's no way we can take them all on."

"You mean we gotta be Ninja for a change?" Thunder asked excitedly. "Woo-hoo!"

"I can sneak in my own way." Melody said before she turned invisible just as a clash of lightning briefly showed her. "Although I might need be careful when that happens."

Flash sighed, "Alright, you can come but stick close to us, no matter what." He instructed.

"Yes!" Melody cheered.

Pixal then spoke up, "I will stay here with the other children, we are not adequate for stealth and cannot assist," she said.

"Just be careful." Toxsa said.

Frost then held Pixal's shoulders, "Be safe and stay out of trouble," He said, "I'll see you later."


On the main control tower, the Nindroids stood at attention as General Cryptor walked past them. "Keep your eyes out for Ninja," he ordered his troops. "The Overlord says they are sure to be coming." He stopped when he noticed one of his Nindroids was the size of a foal.

"Look at you, last one off the factory line?" he asked the small Nindroid. "Ran out of metal, eh?" He then playfully patted the small Nindroid's head. "I will call you, Min-Droid." He then walked away laughing.

"Very funny, sir!" Min-droid said with an insulted tone, even though his voice sounded young. He pouted as the rest of the troops laughed as well.

Down below the Ninja and Aqua were hanging from below. They then jumped up and ran to the door.

Thunder opened the control room door and looked inside. "The coast is clear," he said as they all rushed in.

Aqua then pointed to the energy beam in the glass tube. "That's the Sub-station's core. We shut that down, and it's lights out for the Overlord," she said.

The Ninja looked around in concern. "Now if we only knew which switch it was," Gaia said as they all looked around. They all started to press some buttons to see if which one is the off switch before Thunder hit one that turned on the radio that played The Weekend Whip.

"Hey, I love this song," he whispered to the others as he moved his head to the beat.

"Turn it off!" Flash told him. "They can't know we're here."

"Pfft. Buzzkill," Thunder grunted as he turned off the radio.

"None of these buttons are doing anything," Landrush told the others.

"Ugh, there must be an easier way to turn off the power," Gaia complains as Trail approaches the beam and got an idea.

"Yeah, like say, hack the system?" he suggested before striking the glass with his Techno Blade but it did not work, "Grr! Stupid technology!"

"This can't be harder than it looks," Landrush said as he took out his Techno Blade and the chain extended out as he swung it around. The moment he struck the glass, there was no signs of penetration and he felt the rebound as he shook a little. "Okay, definitely harder."


Back outside, Min-droid dropped down from a ladder and started looking around as he started hearing the Ninja.

"Button, button, who's got the button?" Thunder said as Min-Droid checked the wall.

'Be quiet!" Landrush told him as Min-Droid noticed a vent.

He heard Thunder scoff from it. "I am being quiet. You be quiet."

He then activated his comm, "Attention, all units. Intruders in the control room!" He shouted as all the Nindroids were alerted.

General Cryptor then glared. "Ninja!" he said as they all headed for the door.

"The Ninja have been discovered," Pixal said as she and the others peeked behind a rock and saw the Nindroids gathering in front of the main control room door. "Operation jeopardized."

"That's not good," Fang whispers.

"Calculating probability of success to affecting outcome by-" Pixal then felt that feeling inside of her yet again as she had a look of annoyance of what she was saying before. "Oh, who cares about probability?" The others were shocked to hear her say that before they saw her run towards the tower and a grappling hook came out of her right hoof.

"Hey! Wait for us!" Coal said as they grabbed on.

The Nindroids lines up outside the door as Min-Droid pointed to it. "They're in there, sir! They're in-ACK!" he yelped as Cryptor punted him away.

"Knock-knock," he mocked as he prepared to open the door. Pixal launched the grappling hook and swung her and kids way on to the control tower before she accidentally stepped on a laser tripwire to sound an alarm when she landed.

That got the attention of General Cryptor and the other Nindroids. "Oops," Melody said.

Cryptor fired a laser beam at her before she quickly jumped out of the way.


Back inside, alarm lights were flashing as the alarm was sounded and Aqua quickly turned on the security cameras to see what was happening outside. "Nindroids, our cover is blown!" She warned the others.

"Quick! Lock the doors and find a way to shut it down!" Gaia said before Frost and Flash noticed the camera.

"Pixal?!" Frost asked in a worried tone.

"Kids?!" Flash shouted with so much concern. "Don't lock the door yet! The kids and Pixal are out there, and they need our help!"

"Are you crazy?!" Thunder asked. "We barely fixed up Frost last time he fought them, and they are so much stronger than we are!"

"You didn't fix me, Pixal did!" Frost retorted.

"And I don't care how tough those things are! Nocreature messes with my kids!" Flash told them. The two Ninja then rushed out the door and Min-droid tumbled in before it closed.

"Halt, intruders!" he said, drawing his sword.

"Oh great, now they come in fun size!" Thunder retorted.


Meanwhile, the Mane Six, Lloyd, Luna, and Sensei Garmadon had come to a stump for a nice water break as Twilight was filling up some canteens with water from a nearby river while Lloyd just sipped from it. "How far out are we?" Fluttershy asked as she was unfamiliar with the surroundings.

"Farther away from any civilization, that's for sure," Rainbow answered.

"Oh, the nerve of that Overlord brute!" Rarity complained. "Hunting us down like common criminals!"

"We just need to keep our distance until the others can reboot the system and destroy the Overlord. And for good, this time," Twilight reminded Rarity as Applejack noticed something flying in the sky.

"What in tarnation is that?" She asked before the others noticed it as well.

They looked up and a giant mechanical creature flying above them, "It's some kind of… Mechanical Dragon!" Twilight said.

"Ehhhh… I would have called it a 'MechDragon'… and it doesn't look friendly!" Pinkie said.

Luna and Garmadon then opened their cockpits. "Lloyd, girls, we need to go!" Garmadon said.

"Now!" Luna added. As they quickly ran towards the vehicles.

The mechanical dragon was able to detect them. "Targets scanned and verified. Initiate capture-and-contain protocol," it said as Lloyd quickly got on the vehicle with his father while the others jumped in the vehicle with Luna before they drove off.

"Come on, start!" Garmadon grunted as he was having trouble starting up his vehicle.

Twilight and Lloyd nodded to each other and used their power to start up the cars as they drove away.

As they drove on, the MechDragon was catching up on them. "He's gaining on us!" Rainbow shouted.

"Well, maybe these things have afterburners!" Garmadon assumed before he pressed a button on the console and the chair that Lloyd was on turn around and fired a blaster at the MechDragon. "Curse these weapons!"

They then saw the MechDragon ready its own boosters, speeding up as it charged towards them.


"NINJA, GO!" Both Frost and Flash shouted as they did Spinjitzu and knock back a few Nindroids the railing on the control tower. Frost and Flash then stopped as Flash duck one of the Nindroids' sword swipe and kicked it off as Frost got punched by one and punched him back and over the rail as he punched another one multiple time as really hard as he finished off with a hard headbutt as the Nindroid short circuited as it sparked up electricity as it fell to the floor.

Frost and Flash then looked at Cryptor, holding Pixal as the others were being surrounded by other Nindroids as Pixal screamed in fright as the others took position stances to defend themselves.

"You get the others, Flash! I'll get Pixal!" Frost called out in determination as Flash nodded in agreement as the two took out their Techno Blades as they charged at the Nindroids.

Flash then got to the others as he kicked and blocked the Nindroids attacks.

"Flash!" The others cried out in relief that Flash is here to help them.

"Watch each other's backs and take out these bucket heads!" Flash called out as he and the others fought off the other Nindroids

But when Frost was about to hit Cryptor with his Techno Blade, Cryptor caught it with his metal hoof as Frost struggled to get his blade off his grip as Cryptor is very strong. "The Original Nindroid," Cryptor said, recognizing Frost since he was built by him as Pixal punches his arm to get him to let go of her, but he ignores it. "You're nothing more than a tin can with feelings," he slandered as he pushed Frost's Techno Blade back as Frost struggled.

Frost pushed back a bit, but Cryptor tossed Frost over him as he screamed when he hit the floor. Luckily, his Techno Blade fell to the other floor as Frost looked down at it before he turned to Cryptor.

Cryptor then tosses Pixal to the wall as she grunted on impact as she fell to the floor. Cryptor drew his swords as he ran at Frost. Frost took a swipe from his swords as he punched one off his hoof and hit Cryptor in the head many times, making Cryptor drop his other sword.

Cryptor then got his bearings as he headbutted Frost's head and then air kicked him with one of his hind hooves, which made Frost roll across the floor as he landed flat on the ground.

Flash and the others saw this after taking care of the other Nindroids. "Frost!" They called out in concern for their friend.

Cryptor casually walked to Frost as he turned invisible.

"Frost! Watch out!" Pixal, Flash and the others all cried out when they saw Cryptor turned invisible.

As Frost stood up, he felt punches on his body and got his head hit to the wall many times as he fell to the floor as he groaned in pain.

"Welcome to the future," Cryptor rhetorically said as he turned visible again in front of Frost before he felt a kick to the side as he grunted in pain as he rolled across the floor before he stood up, and faced Flash, who was glaring at him angrily with his Techno Blade out.

"You may be a new version of Frost, but you are nothing like him! And nopony messes with our friend!" Flash called out as the others glared at Cryptor behind Flash.

"And you're just a cheap knockoff toaster!" Smolder called out as she breathed out her fire at Cryptor, who dodges it as he took a defensive stance as he glared at them as they glared back.


In the control room, Aqua pressed as many buttons as she could, trying to find the right one to shut off the power, but nothing worked so far. Behind her, the Ninja were keeping Min-Droid busy as they backed up to the power controls as Min-Droid spun around with his sword and right for them.

"Hack him with the Techno-Blades." Trail said to Landrush and Gaia.

Gaia and Landrush tried to hit Min-Droid with one of their Techno-Blades, but Min-Droid kept spinning as he blocked the Blades with his sword.

"Argh! We're trying!" Landrush called out as he and Gaia retracted their Blades.

"But I must admire this little droid, he certainly doesn't know when to quit," Gaia admittedly said, seeing Min-Droid's determination admirable.

Min-Droid stopped spinning when Gaia said that as he glared at her. "Quit?" he questioned angrily as shoot a blaster at Gaia, as Landrush grabbed her and pushed her out of the way as they landed on the floor and the blast hit the glass of the core, causing it to crack.

"How rude!" Gaia called out angrily at Min-Droid for almost getting shot at.

"Wait, that's it," Trail called out after seeing Min-Droid's blast hitting the glass, having an idea. "Fight without fighting!" he said to the others, remembering Garmadon's lesson on the Art of the Silent Hoof.

"This is no time for a lesson, Trail!" Thunder retorted, not getting the plan.

Without explaining, Trail got in front of Min-Droid. "Hey, half pint! Over here!" He called out as he shook his rump in front of him. Angry at that remark, Min-Droid fired another blast at Trail. "Whoa!" He called out as he dodged the blast, landed next to Landrush and Gaia as the glass cracked some more. "We need to provoke him more," he said to the others.

"Or more Nindroids," Landrush suggested, having an idea as he turned to Aqua as he, Gaia and Trail got up. "Aqua, open the door!" He called out to her.

"I see where you're headed," Aqua said with a smirk, knowing the plan as she trotted to the door and opened, letting the other Nindroids inside as she trotted out of the way.

Many of the Nindroids got inside as they started blasting at the Ninja, who were dodging their attacks as they made sure their blasts hit the glass, which started to crack some more as the blast fire continued.

"It's working!" Aqua called out happily that the plan is working.


Back with the Mane Six, Lloyd, Garmadon and Luna, they were still trying to lose the MechDragon as it keeps following them as the two vehicles are at full speed, but still can't lose it.

Lloyd turned and saw the MechDragon coming in close. "Look out!" he called out to the others.

The others turned and saw it coming in close to them. "Duck!" Twilight called out as she and the others ducked from the MechDragon's spinning blades, missing their heads as it broke off a piece of each of their flags on the vehicles as it flew up and got right behind them again, still hot on their tails.

"This is why I took an oath of peace!" Garmadon retorted as he tried to shake it.

"Trust us, we know!" Luna called out as she and Garmadon tried to shake the dragon.


Back at the power station, the Ninja keep dodging the Nindroids blasters as the core's glass was nearly broken.

"Take this!" Min-Droid called out as he jumped and tend to kick Thunder, but he dodged the kick by moving aside, making Min-Droid break the glass as he went into the core. The droid was lifted into the air and spun around at a fast pace as the Ninja and the other Nindroids watched on. Min-Droid soon glowed brighter as electricity surrounded him. Soon, he stopped spinning as he realized what he did and what was going happen next.

"Uh-oh!" he called out as the core explored, sending a feedback wave throughout and beyond the station, powering everything down.

But not just the station, as the blast expanded outside the station and throughout all of Equestria.


With the Mane Six, Lloyd, Garmadon, Luna and the MechDragon are, the blast reached them as it hit.

"Warning: Losing poowwerr…." the MechDragon said as it loses as it shuts down.

The two vehicles Luna and Garmadon are driving on powered down as well as the MechDragon flew over them as it crashed to the ground in front of them.

"What happened?" Rainbow asked.

"The others must've turned off the power! They did it!" Twilight called out happily.

The Mane Six, Lloyd, Garmadon and Luna start cheering that their friends succeed in shutting down the power.


In Neo Equestria City, the power went out as all the security mechs and hovercopters shut down as the hover copters fell to the floor.

The creatures of Neo Equestria City came out of hiding when they saw the blackout and the machines shutting down, knowing that they are now safe as Neo Equestria City is now in darkness, but safe from the Digital Overlord now that he was out with the lack of power for now.


Back at the power station, the others came out and they saw the rest of the Nindroids were offline. "You guys did it!" Sky shouted with excitement, but that excitement was short-lived when they saw Frost holding Pixal close as she was slowly losing power.

"This is why I wanted to stay back," Pixal told him in a weak tone. "So you would not s-s-see this."

"You knew this would happen?" Frost asked her in shock.

"Your mission was important," Pixal replied. "I-I was not. I am to assist, I assisted." Her voice sounded all glitchy as she was losing more power.

"You're using up your reserve," Frost told her worryingly. "Don't say anything more until we find you more power."

"You've destroyed the only power source in Equestria," Pixal reminded him. "Power will all be nonexistent." Flash held the Serpentine Kids close as they began to tear up at the site of their friend losing power and as if she was dying. She then lifted up her hoof and held onto Frost's hoof. "We are not so different, are we?" she asked as she felt the strange feeling inside of her even though she's losing power and that feeling was becoming stronger. "We are compatible?" She asked with a loving warm smile.

"Yes, yes we are," Frost replied with a smile of his own before her hoof let go of his and fell to the ground lifeless as her eyes went black after all her power was gone. The others walked over to comfort Frost at the loss of an ally.


Back with the Mane Six, Lloyd, Garmadon and Luna are, they climbed the powered down MechDragon as they look off into the distance.

"Do you guys think it's safe to go back?" Lloyd asked them, wondering if it's safe to return home and to their friends.

"Yeah, you think it's safe to return home and join up with the others?" Pinkie asked as well, wanting to return to their homes and reunite with the rest of their friends.

"Yeah. The power's out, meaning the Overlord is now shut down. Meaning that we are safe," Rainbow Dash said, knowing with the power out, so was the Digital Overlord.

"If only it was that simple, guys," Twilight said to the others, knowing that they can't return home yet.

"What do you mean, Sugarcube?" Applejack asked, wanting to know what they are saying.

"They may have turned off the power, but they still need to reboot the system," Luna summarized, knowing that even with the power out, the Overlord was still waiting inside the system, which meant…

"Oh, meaning we aren't in the clear yet?" Fluttershy asked while feeling a little sad they can't go home yet.

"I'm afraid not, darlings," Rarity said as she comforted Fluttershy with her wings.

"Come now, everypony," Garmadon called out as they climbed down the MechDragon as they walked down the path, since their vehicles are out of power as well. "Until we know the Overlord is gone for good, we need to keep moving."

"He's right. Until we hear from the others that the Overlord is gone forever, we keep going," Twilight said to her friends.

The others nodded in agreement as they continue their journey until they hear the Overlord is erased from the system as they walked to the path where the mountains are.


Back in Borg Tower, Celestia and Sensei Wu struggled to get out of the restraints when the power was turned off. They then heard a door open and closed but they could not see who it is. "Who's there?!" Celestia called out. They saw three figures walking over to the console and ripped out the main hard drive that contains the Digital Overlord.

"What are you doing?! That's dangerous!" Wu told the cloaked figures before two of them walked over and placed rags over their muzzles. The two of them tried to get them off before everything went dark and the two of them lost consciousness.