XL 12: The Series

by XLR8 The Fox

When a Fox/Kitsune mobian hybrid obtains the most powerful device in the universe, the Xenotrix, he must defend his planet and beyond against all who side with evil, with his brother, cousin and tons of friends by his side, he will never give up to save all of those in need, IT'S BLAZING TIME Cover art by my friend Rickthehedgewolf on DeviantArt

4. Chapter 4: Mischief Ooze

Episode 4: Mischief Ooze

It was a cold night In the streets of Canterlot City, the camera focuses on an alleyway that was next to a big restaurant, in the alleyway, a guy comes from a door that leads into the restaurant as he brings out a bag of leftover food as he dumps it into a dumpster

"Why did I have to put on garbage duty? I'm a waiter not a garbage boy" said the man as he goes back inside and closes the door, the camera then shifts over to the dumpster as it began to shake, it shook more as then the top of the dumpster exploded

A small figure leaps out of the dumpster with a small bag of food, it had crimson red skin with green dots, sharp bones protruding from his back, head and elbows, the bone spikes on its back were webbed, like fins, it had 3 clawed hands, 3 toed claw feet, it's eyes were red and slit, has big ears that are jagged and sharp teeth, it made a crazy laugh as he digs in the bag and starts eating a pizza slice, he then sees a fuse box on the side of the alleyway, he smirks as he jumps onto it and stabs it with his claws

Suddenly, the electricity from the fuse box surges into him as he laughs like a psychopath, some lights on a building go out as he heard several people complaining, he laughed at them as he hops off the box and then grabs his bag and empties the bag and eats the food in it

then suddenly, a purple light filled the alley as the creature looked where the light came from, he then sees a portal with a black and purple ring around it, then he sees a silhouette of a creature in it, but he can't make out what it was, but he could make out its yellow eyes

"Hello Spike the Gremlin" said the being in the portal, the creature, now known as Spike looks confused, "How you know name, shadow Ca Ca?!" Snarled Spike in a high but rough voice with a growl

"I know a lot about you, like how a certain shape shifting boy and a young fox tried to kill you with a light beacon, approximately 3 years ago" said the being, Spike looked shocked of how the being knew how he died, "And I know that you are practically immortal, your mutated DNA is filled with so much energy that they refused to die" said the being as Spike was interested what it was saying

"Now Spike, I have a proposition for you" said the creature, he then holds up a canister that has black ooze like substance in it, it seemed to be alive as it was moving around, gripping on the glass, "This is a Symbiote, MY Symbiote, its spread across the universe, and there are 2 of them in your world that you need to combine, all you have to do, is take a shred of each of them, have them in the same container, add a sample of your blood, then you will have a perfect symbiote, so to complete the task, I'll give you something extra" said the creature as it raised its hand, which was like a giant black arm with a white claw

He then shoots a purple electrical beam from his claw at Spike, which gets absorbed into him, Spike growls, but then glows with purple energy around him as he laughs psychotically, "HAHAHAHAHAHAHA! Yes! Spike will do!, Spike Obeys! Get goop, then Kill Josh CaCa and Fox CaCa!" Spike said as he then suddenly electricity from nearby electrical poles and telephone lines get absorbed in to Spikes body, a couple of buildings go blackout as the screen fades and Spikes laughter can be heard

Opening intro

The scene shows a group, consisting of Mobians and humans, 3 Mobians and 2 Humans to be precise, standing on a Hill watching the sunset, one of the mobians is a Red 2 tailed Kitsue/Fox Hybrid, named XLR8, as he looks at the device on his left wrist, it looks like a Omnitrix, except for it being red instead of green and the symbol is a X instead of a hourglass

I CAN'T DO THIS ALONE

EVEN THOUGH I AM STRONG

NEED SOMETHING MORE THAN ME

SOMEONE TO PUSH ME TO VICTORY

XL turns to the group as the group nod at him as he then smiles as they start to run down the hill towards an army of Robots and monsters, ready for a battle as the mobians are suddenly in some sort of armoured costumes while the humans changed forms completely

LET'S SEE WHAT WE CAN DO

TOGETHER ME AND YOU

CAN'T BE AFRAID TO TRY

KISS YOUR FEARS GOODBYE

XL changes into Inferno as he flies up, blasting fireballs at the monsters and robots below, one of the humans, Joshua Olivo, transforms into a Tyrannosaurus Rex and attacks a bunch of robots while the other Human, Casey Animal, with her own type of Xenotrix, transforms into a monstrous anthropomorphic Lizard as she tears through the robots and monsters, Kix used his Nanite gauntlet to transform his fists into 2 giant mechanical fists as he punches at some monsters, Diamond was flying in the air with her Light wings, firing light arrows from her heartbreaker bow at the robots and monsters that can fly

NO LOOKING BACK

YOU AND I ARE ON THE ATTACK

FULL SPEED AHEAD

RUNNING TO THE SUNSET

The scene changes to show the villains, showing from the less strong to the most powerful, the camera shows 6 rows, some Egg pawns and droids on the bottom row, Monsters, Cyborgs and Roboticised Mobians on the 2nd row as they ready their weapons, the 3rd row has some big Badniks with different types of designs, mostly resembling animals or military vehicles and some Hulk sized drones with cannons for arms

SUCH A DIFFERENT FEELING

BOTH OF US BELIEVING

WE CAN MAKE IT BETTER!

The 4th row shows all types of dangerous creatures, Spike the Gremlin ejects his bone spikes at the camera, Carnage changes his claw into a axe blade, a mutant serpent like creature and many other dangerous creatures, on the 5th row, it shows creatures in some agent like outfits, helmets covering their faces, each of the Agents having their own weapons, Six Six, Seven Seven and Eight Eight ready their weapons towards the camera, Metal Sonic summons electrical energy around him as silhouettes of more mecha Mobians stand behind him with different colours showing what mobian there designs they are based off, and the final row shows Vilgax in crimson armor with a tattered cape, ready for a fight as the pistons on his arms pump into his arms as his arms grow in muscle strength and endurance and Empress Robotnik in a giant mech full of weapons and equipped with strong armor, but in the background of the 6 rows shows a giant silhouette of a creature with glowing yellow eyes as the eyes make the whole screen flash in a yellow light

TOGETHER WE CAN SHOW THE WORLD WHAT WE CAN DO

YOU ARE NEXT TO ME AND I'M NEXT TO YOU

PUSH ME ON THROUGH UNTIL THE BATTLES WON

The scene then changes to XL and his team surrounded by monsters and robots until the Freedom Fighters help out, Sonic, Tails, Sally, Amy and Nicole attacking the robots while Knuckles, Bunnie Rabbot, Rouge go against the Monsters as they proceed to attack, XL and his group them start helping out each of the team mates beat the enemies

NO ONE'S GONNA GIVE A THING TO US

INTO EACH OTHER WE PUT OUR TRUST

STANDING UNITED, AFTER THE FIGHT

The fight continues as Joshua was about to be attacked from behind by a Badnik until a purple blast had struck at, Josh saw this as he sees Twilight and her friends there to help, each using their powers against the foes, Josh and Twilight then both transform into dinos as they charge towards the camera

ALL ALONE, WE WILL NEVER BE

THE TWO, OF US, ARE HOLDING THE KEY

XL then sees Vilgax and Empress Robotnik charging towards him as he smirks, he activated the Xenotrix as he then charges towards the 2 villains as he then transforms into Gigantosaur, ready for the fight

WE SEE TODAY, A WORLD WE COULDN'T SEE

BEFORE I SAY GOODBYE TO YOU

ONE MORE LAST FIST BUMP

Each of the teams members pose for the camera, XL stands in center as 12 silhoettes of his alien forms appear counting down from 12 to 1, HydroBlast with #12, Insectoid at #11, Ultra-Tech at #10, SparkPlug at #9, Velocifaster at #8, FireFly at 7#, Steel-Jaws at #6, Sludge at #5, Phantom at #4, Thunder Fist at #3, Inferno at #2 and Dragonox at #1 as then XL shoots a stream of flames at the camera as then it shows he burns a piece of metal that shows the title as a flash occurs as the title is now in colour of red as it reads "XL 12

~End of intro~

The scene changes to show a school building, with a horse statue at the front of the school, the building has a castle like design, this is Canterlot High, at the back of the school is a sports field, used for soccer, football, racing and more

2 super sonic blurs kept racing around the field, it was Josh in his Speed Strike Dragon form and XL as Velocifaster, on the bleachers we can see Twilight and the rest of the DinoSquad watching the race, Twilight is holding a stop watch, keeping time of how fast the 2 speedsters were going

"WOOO HOOO! Speed Strike is As fast as the speed of Light!" Shouted Josh as he kept running, "Oh yeah? Not for long you aren't!" Said Velocifaster as he then started to slowly get ahead of Josh

"Oh yeah?" Said Josh as he sped up, Velocifaster and Josh were neck and neck in the race, they passed the girls a final time as Twilight stopped the timer, "So? Who's faster?!" Asked Rainbow Dash in excitement

"According to my calculations...it's a tie, they have the same speed record" said Twilight as Josh and Velocifaster stop in front of the girls, "Sounds fair to me" said Josh as 2 rings of fire appear, one blue and one black, they go in opposite directions, up and down Josh's body as he returns to normal, the Xenotrix symbol on Velocifasters chest starts beeping as a Blue flash appears, turning XL back into his normal form

"That was some good training" said XL, "You can say that again" said Josh as he stretched

"Hey Josh, I've been meaning to ask, do you still have my old Iron-Spider suit I used to wear?" Asked XL as he remembers the times he became Iron-Spider to help Joshua sometimes

"I've kept it safe" said Josh, "Nice, maybe I can use the tech and gadgets from that suit and add them to the Xeno suit" said XL as he thought of how he could improve his Xeno suit, probably use the material as armour or the web shooters as a way to help his combat skills

Twilight was currently reading files on a digital screen, it shows XL's current forms in the Xenotrix, "This is amazing, so many different cultures, rituals and much more, thanks for the digital screen Xenix, it's incredible" said Twilight as she read a file on Inferno, the title of the file named Pyronite

"No problem, I am glad that I can share information about species that no other beings have heard of" said Xenix

"So true" said Josh, then all of them heard something buzzing, XL takes out his phone from his pocket, "Sorry, it's my phone, give me a sec" he said as XL answers it, "Hello?"

"Hey Bro it's me" came Kix's voice, "I'm heading to your location, just wanted to give ya a heads up" said Kix over the phone, "Alright, see ya soon" said XL as he hangs up

"That was my brother, Kix, he said he is on his way over, maybe he is done with his secret project" said XL

"Who?" Asked Josh and the girls, "what project?" Asked Twilight

"Oh that's right! You all haven't met my brother yet, and I don't know, he never told me" said XL

Suddenly, nearby electrical poles starts sparking with yellow and blue electrical energy sparking from them, then a large lightning bolt shot from them onto the field, the bolt then forms into Kix, with a bag on his back, he's now wearing a watch-like device on his right wrist, the young hedgehog shook his head after appearing, "Man, electrical travel can be a pain"

XL walks over to Kix as the Dino Squad approaches them, "Dino Squad, meet Kix Lightning the Hedgehog, my brother, Kix, Meet my friends, the Dino Squad" said XL as Kix walked next to XL, "Nice to meet you guys"

"Wait, he's a hedgehog and your a fox, how are you brothers?" Asked Rainbow Dash

"We don't have the same dad" said Kix, before Rainbow could ask more, XL interrupted, "Don't ask, better off just accepting it" he said

"Anyways, I came here to show my latest creations" said Kix as he then opens his bag as he then pulls out round badges, they have the Xenotrix Symbol on them

Meanwhile in space

Vilgax was impatient, his drones weren't close to finishing his medical treatment to restore his body as he was still inside his medical chamber, he was also angered that the mission to retrieve the Xenotrix had failed, he was thinking of plans to get the Xenotrix with no problems, but since the user of the Xenotrix had powers to use without the aid of the device, it made things complicated

"Lord Vilgax, we have detected recent activity of the Xenotrix" said a Bioidroid

Vilgax thought for a moment, then he replied, "send the drones, I must have the Xenotrix, it is my goal to ultimate power" Vilgax said as he cackles evilly

Outside his ship, drones were still repairing his ship, then 2 groups of 10 circular drones headed to Mobius, behind Vilgax's ship, an outline of a ship can be seen close to Vilgax's ship

Meanwhile on Mobius, Outlands

Empress Robotnik, a tyrannical leader, but a young one, she has been trying to take over Mobius for years, but the Freedom Fighters always get in the way, now a new hero has decided to join and make things worse for her, but now, she has her sights on the device that can change the hero into different, yet powerful species, the Xenotrix

"That device will be mine!" Empress said as she looked at a screen with a captured picture of the Xenotrix, "And as for that fox that wears it, he shall be used for my experiments, my spy bots have done a good job keeping an eye on that mutt" she said as another screen shows an image of XL in his normal attire, "Such strong and destructive powers and yet he uses the device and his powers for simple tricks" Empress said as she then went to a control panel as she grabs a microphone

"Send out Motorbugs, Bee Bots and EggRobos to retrieve the device, I don't want any failures" she said threateningly, one of her factory doors open as the requested Badniks are sent to XL's position

The camera zooms out to show Vilgax's drones and Empress Robotnik's Robots heading to Canterlot City, Robotnik's robots by ground and Vilgax's drones by air

Back at Canterlot Highs football field, Kix was showing the gang the badges

"I made these Xeno Badges so we can communicate on our own private channel and listen in on Police radios and news reports, that way we will be able to deal with Robotnik and any other villains" Kix explained as he gave them to Josh and the girls, "They are also linked with the Xenotrix and can be used as Locators, so we will be able to know where we are and where to find each other" said Kix

"Cool, they almost sound like my Spider-Tracers" said Josh as Kix looked at him confused, "Spider-Tracers?" he asked as XL stood next to Kix, "Oh yeah, I forgot to mention bro, Josh here is not only a Shapeshifter, but he is also Spider-Man!" said XL, then Kix went wide-eyed and his jaw dropped in surprise

"Technically I'm actually Spider-Man's Apprentice" Josh corrected XL, but Kix zoomed in front of Josh, sparking small amounts of electricity, "SAY WHAT?!" Yelled Kix in shock, "yeah, sorry for not telling you sooner" said XL as he chuckles, suddenly, the Xeno Badges activate, the red X flashing

The Xeno badges then pick up on a police radio, "Come in all Police forces! Come in! We are under fire from what seems to be, your not gonna believe this, a Robot invasion, requesting back! I repeat! Requesting back up"

The group look at each other, "Well, looks like we got trouble" said XL, Josh then summons 2 flame rings around him, one blue and one black as they go in deprecate ways, one up and the other down, he then turns back into his Speed Strike dragon form

"It's Hero Time!" Announces Josh as XL puts his arms in a X position, "Xeno Suit! On!" XL's Xeno Suit forms around him from his Xenotrix, Kix then does the same motion, "Xeno Suit! On!" Said Kix as the device on his wrist beeps, it starts to shift and turn into a Xeno Suit for Kix, it's colours are yellow and midnight blue, his helmet configured to fit his quills, his visor shows Midnight blue digital eyes, his chest has a black upside down triangle with a lightning bolt symbol on it

Kix then checks his Xeno badge as it displays a holographic map showing the location of the radio signal, "I got the location, Alana St." said Kix as Josh got in a running position, "Let's Go!" Said Twilight as the girls agreed, Josh then runs ahead with super speed, "Wait up!" Kix says as he then jumps up, his body starts releasing electrical sparks as he runs after Josh, seeming to be increasing his speed

"Time to fly with Insectoid!" XL says as he dials in the Lepidopterran DNA, "It's Blazing Time!" He said as he presses the core down and a red flash appears

XL's body was then getting covered in a orange shell like substance, it then forms into a exo-skeleton, he sprouted giant insect wings from his back, they then got covered in a hard oval shaped shell, XL's tails spin around each other, then get covered in hard orange shell, the tip glows brightly as it shows a light orb, it now looks like a insect abdomen, his hands turn into insect like claws, his arms show to be having the hard orange shell with glowing orbs in the arms, 2 on each arm, his head now resembles a bit like his Xeno Suit helmet, only it's part of his head, his legs are covered in the hard orange substance as his knees gain curved spikes, his body gets covered in a black bodysuit with blue straps, the Xenotrix is on his chest, He looks at the fourth wall as the shell on his back opens to show his wings, he then shoots a stream of orange flames at the camera

The red flash disappears as the girls see XL in his new Form, "FireFly!" XL, now known as FireFly said in a deeper voice but with a British accent, he looks at himself in confusion, "Who's this chap?" Asked FireFly, Rainbow got excited as the other girls were amazed, "Awesome! A new alien!" Exclaimed Rainbow Dash

"Xenix my friend, who is this transformation?" Asked FireFly, Xenix appears from the Xenotrix with a digital screen, "You're a Pyrolambus, native to Planet Green" Xenix explained as Twilights own screen beeped, notifying her of the new form XL has turned into, "So, what can he do?" She asked as she read through the file of Pyrolambus

"Well, he can shoot fire from his palms, but the flames are weaker than Pyronites, AKA Inferno, however, they can mold the flames into weapons such as blades, shields, gauntlets and more, they have a hard exo-skeleton shell on their wings which can detach for offence and defence, their abdomen has a lethal flash which can blind someone temporarily, males have small abdomens compared to females" explained Xenix, then he took a long look at FireFly, "however, from what I can see, the DNA sample of Pyrolambus may have been taken from one that was near its evolutionary state, approximately 7 to 8 Mobius years" said Xenix as FireFly then started to get a running start to the location of danger, "Well what are we waiting for?" He asked as the shell on his back opened to reveal 4 green long wings with the edges of them having yellow blade like tips, he started to fly up into the air,"Lets fly!" He said as he was about to speed off

"Wait, some of us can't fly" said Twilight, FireFly stopped in his tracks as he looks back at the girls, "oh, right" he said as Rainbow Dash and Fluttershy glowed yellow as they transformed into their Pteranodon forms, 'well we can' said Rainbow telepathically, "well those who can't can turn into their dino forms, you will be faster that way" said FireFly

Twilight and the others agreed as they glowed yellow, "Go Dino!" said Twilight as the rest of the girls turned into their Dino forms

Meanwhile at Alana St.

Josh and Kix were doing their best at fighting the robots, Empress Robotniks had arrived first as Vilgax's then came second, Kix shot lightning bolts at the Beebots, but then the Motorbugs started to drive around in circles around him, he tries shooting them with electricity, but the Motorbugs were speeding up, going faster and faster, "Damn! Where's the alien hero when you need him?" He said as he tried shooting at the Motorbugs again

Josh on the other hand was dealing with Vilgax's drones, they were flying around him as he kicks a few that tried charging at him, he then jumps up and lands on a drone as it tried to stay balanced, Josh then attacks more drones in the air, "I don't know about you but I'm having the time of my life right now" said Josh as he attacks more drones

Suddenly more drones appeared as they started to shoot lasers at Josh, a laser hits Josh as he gets thrown to the ground, a BeeBot looks at one of Vilgax's drones and scans it, sending the information to Empress Robotnik, on a nearby rooftop, 3 mysterious figures are watching the battle unfold, one of them is very short compared to the other 2

Kix helps Josh up as Drones and Motorbugs aim their lasers at the 2, suddenly some motorbugs exploded as the drones started to melt in flames, the camera shifts to show FireFly shooting fire from his palms

"FireFly is on the scene!" He shouts as he melts the other bots, one Badnik sees a damaged Vilgax drone, the badnik grabs the drone and flees back to Empress robotnik

FireFly keeps burning the badniks and drones that tried attacking him, he finishes them off by creating blades from his flames and slashing at them all with one swing

"That's a new one XL" said Josh, noticing the new form, "Thank you my friend" said FireFly as they then see more drones and badniks arrive

"Man these things are persistent!" Said Josh as he zooms through the badniks, he then starts to spin around a group of bots, making a blue and black tornado, he then stops as the bots fall to the ground, smashing into pieces, the guys then saw Twilight and the girls in their Dino forms going through the badniks and drones, either stomping them into the ground, chomping them or slashing them with their Dino forms abilities

After all the badniks and drones were defeated, Josh and the girls reverted back to their normal forms

"I think that may be the last of those ruffians!" Said Firefly as the Xenotrix beeps as a blue flash blinds everyone, turning XL to normal

"Seems like it" said Josh as the group came together, Kix's helmet configured as his suit then goes into Kix's watch,"Xenix, any idea who sent those bots?" XL asked the AI as Xenix appeared on the Xenotrix interface

"It would seem that the crimson robots originated from the same place the Giant Drone that attacked the campsite came from, in space, I scanned the other robots and they are badniks, belonging to Empress Robotnik" said Xenix

"Sounds like we found the source of the bots" said Josh as XL's helmet configures into his suit, "Yeah, but I can only say now, that Empress Robotnik is after the Xenotrix, ever since the encounter with Missile Wrist, she has obviously been obsessed about it" said XL, then suddenly, the group heard psychotic laughter, the girls, XL and Josh had shocked and scared expressions, while Kix and Xenix were confused and alert

"The heck was that?!" Asked Kix as beeping from the Xenotrix alerted Xenix, "I'm detecting a signal of corrupted DNA full of electrical energy" said Xenix as XL looked very scared

"No...it can't be…" said a scared XL as Josh was equally scared, "But..w-we killed him!.." said Josh, then suddenly sharp objects were shot at them, they dodged them and they see the objects were bones in shape of spikes, they hear the laughter and they see the source, on a roof was Spike!

"Spike?!" XL, Josh and the girls all said at once, Spike laughed again as electricity crackled around him, "Surprised to see Spike again?" He said with his voice now having an electrical crackle in it

"Who's the lizard reject?" Asked Kix who got into a fighting position, "Kix, remember that story I told you about 4 years ago?" Asked XL, "The mutant Gremlin? Yeah I remember, wait, is this the guy?! I thought you made the story up!" Said Kix as he got covered in an electrical aura

"I said I didn't make it up, but what I want to know is how are you still alive! We killed you with that light beacon!" Said XL as Spike laughed again, "Spike can't be killed easily!"

"Well then I guess we'll have to make sure you stay down!" Said Josh as he was about to change form, "I don't think so Dino boy" said a different voice

This one sounded like two people talking, a high voice and low voice at the same time, Josh and the girls got worried as they then see another villain stand next to Spike, his body was skinny but slightly muscular, his entire body was covered in a red and black substance, he has white jagged eyes, black dagger teeth and sharp claws

"CARNAGE?!" Shouted Josh and the girls in shock, "Hehehe, Spike got friends this time" Said Spike as the other figure laughed psychotically like Spike, "oh great…" said XL sarcastically, "Good to see you all again after so long!" Said Carnage as he looked at the group and winked(?) at Sunset, "Hey Sunny Baby~!" He flirted but Sunset growled as she glowed yellow, transforming into her Dino form as she roars in rage, 'WHAT'S HE DOING HERE?!' She yelled telepathically

"The little monster here freed me and now we're friends, you won't believe how we met" said Carnage as the scene changed to a flashback

9 hours ago

Kassidy is in a cell surrounded by sonic pulse machines, 2 guards keeping watch over him as he sat in the middle of the cell with a straight jacket on him

"so what's the deal with this guy? how come this guy has some sort of surround sound speaker cell?" Asked a guard, "dude, this is Cletus Kassidy, he calls himself Carnage, he's a psycho with some sort of slime that makes him strong, this cell was made to keep him and his little friend in the cell with no trouble, ain't that right psycho" the second guard said to the psycho in the cell

"Aww, you flatter me, hehehehe" Kassidy said as he chuckled like a mad man, "sheesh, glad he's in there and not out here" said the first guard, "Yeah, you said it" said the second guard

Suddenly, the lights go out as a whirring sound was heard and then went quiet, the guards readied their guns as they pulled out their flashlights and turned them on to see in the dark, Kassidy's cell was also shut down as he looked around, curious of what was happening, the guards looked around until they heard a scream and a body was thrown into the scene, crashing into a wall, the guards aimed their guns around the corner, suddenly, a small dark red and green blur zoomed at them and the guards dropped the flashlights

Bone crunching sounds can be heard in the darkness as Kassidy tried to see what happened, suddenly the emergency lights came on as Kassidy then can see what happened, the first guards arm was broken and was backwards, he has multiple slash marks on his body, his face having giant slash marks, the second guards body was thrown into a desk as he also had lots of slash marks on him

Kassidy then sees what the little blurr was, it's Spike, glowing in purple and black aura, Spike gets closer to the cell as he slashes the cell door, the bars then fall apart as Kassidy then gets covered in a red and black ooze as he then became Carnage, he smiles with his black sharp dagger teeth as he leaves the cell, "Well this is a surprise" he said as he chuckled lightly

"Me, Spike" Spike said, his voice now having a sound of electricity in it, "A mini Goblin? And they call me a freak! Hahahahaha! Now, if you'll excuse me I got places to go, people to kill, Chaos to bring" said Carnage as he was about to leave, but suddenly Carnage felt a sharp pain that only last for a second before disappearing, he turns around to see Spike with a piece of the Carnage Symbiote, the piece of symbiote writhing around trying to go back to Carnage

"No, You help Spike" The little gremlin said, Carnage then pushed Spike into a wall as his hand morphs into that of a black and red Axe blade, while red and black sharp tendrils appear from his back, aiming at Spike, "THE HELL WAS THAT FOR?! WHAT DID YOU DO?!" Carnage shout at Spike as he was ready to slice the gremlin in half

"Spike take sample, Masters orders" said Spike, suddenly the same dark portal appears, the strange being looks at the 2 with its glowing yellow eyes

"Indeed, and I know who you are Carnage, you are very popular through the many dimensions, causing chaos and destruction wherever you like, but I have a proposition for you that you can't refuse" the being said to Carnage, who was confused but interested, "what's in it for me?" Asked Carnage

"Everything you desire, Be it money, fame, girls, revenge on a certain shape shifting webslinger" The being said, "All you have to do, is help me with my plans, and I can give you powers you never thought you had before, I'm quite an expert in the Symbiote" said the being, Carnage shown more interest

"Master gave me energy never felt before! HAHAHA!" Spike laughed as he shows Carnage as he shoots bone spikes from his palms and absorbs the energy in the room, lights, cable boxes and more, Carnage smiles evilly, "You wanna give me more power and kill? Well why didn't ya say so!" Said Carnage as he laughed Psychotically

"Good, now, embrace your new powers" the being said as he then shoots purple energy at Carnage, which gives him a aura around him, Carnage felt the purple energy flowing inside him. He just continued to laugh maniacally as the energy felt amazing!

"Now before you continue the mission, there is one more that will add to our arsenal of power" said the dark being as he shoots a straight beam at their foreheads, "I gave you the directions to him, I shall meet you again soon" he said as the portal then disappears, Carnage chuckles madly, "This is gonna be fun!" Said Carnage, "Hahaha! We cause Chaos! We get Revenge on Josh and Fox Caca! HAHAHAHA" spike laughed crazily as the flashback ends

Present time

"Now that things are cleared up, time to cause Chaos!" Shouted Carnage as he formed his axe blades, "Chaos! Destruction! Power! HAHAHAHA!" Laughed Spike as he shoots bones spikes at the team, "Oh no you don't!" Kix then makes a electrical force field around the team, blocking the attack as the bone spikes bounced off the shield

"It's hero time!" Said Josh as his Visor lowered and he dashed right towards Spike and Carnage. But suddenly, something kicked him across the face as he grunted and landed hard on the ground, he picked himself up and shakes away the dizziness in his head. He looked up and saw another guy that looks exactly like him in his Speed Strike Dragon form. Except he was red instead of blue, and his visor looked like his, but more sharp looking

"Olivo" said the lookalike, he sounded like Josh, but his voice was slightly deeper, Josh raised his visor in shock, "SCOURGE?!", The lookalike raises his visor, he looks exactly like josh, but he has red eyes and a big scar on the right side of his face, "We meet again, Joshua" said Scourge

"You're with Carnage and Spike?" Asked Josh as he got into a fighting position, "Surprised? You should be" said Scourge as he was also ready to fight, "What do you want?" Josh Asked, wondering why his clone joined forces with Carnage and Spike, "Let's see... You defeated my master Megatron, the Predacons, and my hybrid Dino brethren in the Beast Wars" Scourge said angrily, he practically shouted at the end of his sentence, "Still mad about that? That was 7 years ago, Scourge" said Josh, stating the obvious, Scourge's blood was boiling with anger towards Josh, "Silence! You have been a thorn in my side for too long. Now I will finally have my revenge" Shouted Scourge as he then sped towards Josh, "Don't count on that, dude" said Josh as he also sped forward, Josh started bringing out his fast punches at the evil clone, but scourge kept blocking the punches like they were nothing

"I have been improving since the last time we met. I've been getting more of your powers. After all, I'm you!" Said Scourge, as to prove his point, he also did some fast punches, as Josh tried to block them too

"Kix, girls, take on Spike, I'll get Carnage" ordered XL as his fists light up in flames, "You got it bro" said Kix as he gets covered in Electricity, he then spindashes at Spike, "C'mon, girls!" Said Twilight as she and the girls activate their geodes and attacked Spike with Kix, however, the little mutant gremlin managed to hold his own, Josh was dealing with Scourge, and XL was fighting with Carnage

"Alright big, tall and ugly, let's brawl!" Said XL as he charges at Carnage, Carnage laughed madly as he morphed his hands into axe blades, "THIS IS GONNA BE A BLOOD BATH!" Carnage charged at XL as he attempted to slice the fox into bloody pieces

XL started throwing punches at Carnage, But Carnage seems to be dodging the punches. He's a lot more faster and agile, XL then used his tails as they extend and grab Carnage, Carnage was confused but then got punched in the face by XL, "not so tough when someone's got you all wrapped up!" Said XL, But Carnage just continued laughing maniacally, "Lemme tell ya somethin', man. In case you haven't noticed, I'm a walking impossibility! Rules and logic don't apply with me. Carnage is the ultimate Insanity, CARNAGE IS CHAOS!" Carnage Shouted in insanity and mad laughter

Suddenly, something was literally coming out of Carnage's back. The thing jumped out of his back and turns out to be a miniature version of himself, up to his waist actually, it was like a Carnage Drone, "CHAOS! CHAOS! CHAOS! CHAOS!" The Carnage drone said repeatedly in a high but gravelly voice, "oh crap!" Said XL, He activates the Xenotrix and scrolls through the forms and he stops on the FireFly silhouette, "FireFly's gonna make you burn!" He said as he presses the core down as a red flash appears, in XL's place is Thunder Fist

"Thunder Fist!" Thunder Fist looked at himself in confusion, "Not what I was going for, but I can work with this!" He said as he faced the Carnage Drone, but then the drone made even more copies of itself. About 20 copies in total

"Bring it on!" Said Thunder Fist as he charges at the drones, with the Girls and Kix, they keep fighting Spike, the girls had to transform into Dino mode so they could get an advantage, the gremlin then shot more bone spikes at the group, luckily the girls dodged the spikes as Kix threw up a Electrical force field, Spike then shot purple bolts of lightning at them, which was new to them, 'LOOK OUT!' Roared Twilight telepathically as the girls dodged the purple bolts, Kix however put his shield down as he sent a stream of lightning at the bolts, stopping them in midair, Spike then shot a stream of his purple lightning at Kix, zapping the electrical hedgehog, but Kix absorbed it as he shot his own electrical bolts at Spike

Spike dodged them as he jumped neared Josh and Scourges own fight, he grinned evilly as he summoned his electrical power

Meanwhile, with Josh and Scourge, they were in their speed world, to them in their Speed Strike Dragon forms, they're both moving so fast, it's like all of time was really slow, "You'll never win Olivo! Give up and submit!" Said Scourge

Spike looks at the two fighting, he laughs maniacally as he then shoots black lightning at Josh, which suddenly brings out his Symbiote which covered his body making his symbiote suit, the symbiote shrieks loudly in pain as Josh was also in pain, Spike laughed as he ran toward Josh, with a fast slash, he tears a piece of the symbiote off and runs up onto a building rooftop. The rip from Symbiote heals but it was completely exhausted from the electricity and retreats back into Josh's pocket

"Now to work!" Said Spike as he then takes the capsule with the Carnage piece, he starts getting to work on the symbiotes, he charges the symbiote shreds with small sparks of his electricity

Back with Thunder Fist, he was trying to dodge attacks from Carnage and trying to deal with the little drones, "How are you not tired yet?!" Said Thunder Fist, Carnage just laughs crazy like, "Carnage never stops, man. Carnage is the ultimate insanity! CARNAGE IS CHAOS!" Yelled Carnage as he tried to slice him again, "Carnage is getting on my nerves!" Said Thunder Fist as he reeled back and sent a punch hard enough that it launched Carnage into a wall, but then he got attack from behind by a Carnage Drone, it jumped onto his back and started slashing at him, Thunder Fist grabs it and throws it off his back

The Carnage drones were snarling loudly as they started to chant, "CHAOS! CHAOS! CHAOS! CHAOS! CHAOS!", all the other Carnage drones line up to attack Thunder Fist, but he smirks, Thunder Fist raises all his arms out, then he makes a loud clap, which makes a shockwave and sends the Carnage drones flying, "Now to deal with-" before Thunder Fist could finish his sentence, he hears beeping and a blue flash appears, turning him back to XL, "OH COME ON!"

Carnage approached XL as he laughs maniacally, "TIME TO DIE MUTT!" He then forms his hands into large claws, XL then summons flames in his hands, "Not today!" XL said as he shot a stream of fire at Carnage, who shrieks in panic and pain, XL looks confused, but then smirks, "What's the matter? Can't Carnage handle the heat?!" XL then shot another stream of fire towards Carnage, he tried to get away from the fire, then suddenly, a Carnage drone leaped at him, yelling loudly, however XL reacted quickly and his tails raised up and wrapped up the Drone, however the drone morphed it's hand into a scythe and stabbed into his tail, "OW!" XL yelled in pain as he stopped shooting fire and his tails unwrapped

Another Carnage Drone lunged at XL with a scythe hand, slicing at him, but only manages to cut his costumes left arm, XL looked at the cut and flared up in a fiery aura, "Alright, game on!" he makes a shockwave of fire appear as it blows away the drones, he stands back up until he bumps into Josh, who got pushed towards him by Scourge, "this ain't looking good, I can't handle this many drones" XL said as he sees Kix and the girls being attacked by loads of Carnage Drones, he then looks behind him and sees Scourge, coming closer to attack Josh, he looks ahead to see Carnage and the drones closing in, XL then gets an idea, "Mind if we switch opponents Josh? you are the only symbiote expert I know" said XL as Josh looks to him, "Sure thing" said Josh as he and XL switch places

"Alright Scourge, lets see if you can handle me" said XL as he faced the evil Clone, he then charges at Scourge, Scourge growls as he prepares to block the attack, however, XL's tails then extend as they grab onto Scourges Legs, confusing the clone as XL then flung himself at Scourge, sending a kick to Scourges face, XL backflips and lands on his feet, Scourge quickly recovered from the blow however, but now Scourge clenched his teeth in anger, showing how much he was enraged

"You stay out of this, vermin! This is between me and Olivo!" Scourge said, XL stood up straight, he then points at Scourge, "first off, who you calling vermin?!" XL said with hate and confusion, he brought his arm down, "Second, if you want Josh" XL then activated the Xenotrix, "you gotta get through me!" XL said as he scrolled through his form until he stopped on the Cascan Icon, thinking HydroBlast can handle this, he then presses the core down, a red flash blinds a confused Scourge

The Xenotrix glows brightly as orange veins spread up from XL's arm to his face with his eyes closed, his eyes then open with his pupils slit like a lizards, the screen flashes white to show XL's back sprout out bones, which then turned into giant leathery wings, his tails twist around each other to form a single tail, which looks like a Scorpion tail and stinger shaped like a hook, his hands then change into Claws as his fur and skin turns into scales, his head then sprouted 2 giant horns, one on each side of his head, he gains pincers on either side of his mouth, his feet changed into clawed feet, similar to Raptor talons, the camera then shows his face, he now has only one red eye with black slit pupil, his wings are red and Orange, his feet were padded, which were orange, he has a uniform covering his torso, shoulders, waist and crotch with blue armbands with black X on them on his arms, the Xenotrix symbol is on his waist, he then roars loudly as he shoots fire from his mouth at the Camera as the screen flashes red

when the light disappears, Scourge sees XL is now a different creature, similar to a dragon

"DRAGONOX!" XL shouted his forms name, known as Dragonox, he then looks at himself in amazement, "Woah! Am I a Dragon?! Awesome!" he cheered as he admired his new form, "You think changing form is a match for me?" questioned Scourge as he then glows in a black aura and then his speed strike dragon form morphs into his body, but different features sprout out, he had black dragon feet with red talons, his hands became black with red claws, he sprouted out black and red wings from his back, red spikes grew from his forehead as he also gains red markings around his eyes, this was the Dark Wing Dragon form, Scourge then lets out a primal Dragon Roar

"RRROOOOOOOOOOOAAAAAAARRR!"

"Bring it On!" Dragonox shouts as he also lets out a Primal Roar towards Scourge, his wings then stretch out, he then surprisingly charges at Scourge with incredible speed, Scourge was caught off guard and got tackled into a wall as Dragonox also punched Scourge in in the gut, winding the evil clone, Scourge didn't expect such speed, since Dragonox seemed to big to have such speed, "Didn't expect that? Neither did I!" shouted Dragonox

Back with Josh, he was having trouble dealing with Carnage and his drones, "Just you and me, Dino boy!" said Carnage as he and his drones morph their hands into scythes as they laughed psychotically

But Josh quickly dodged all the scythes with his Speed Strike Dragon speed, each of the drones tried to attack him but dodged with ease

"Too slow!" Teased Josh, suddenly, when he wasn't paying attention, a swarm of red and black tendrils came out of Carnage's back and grabbed him, Carnage then slammed Josh repeatedly on the ground and laughs. After so many hits, Josh changed back to normal with bruises and bloody scratch marks

"Time to finish you off! Dragon Boy" said Carnage as he raised his scythe hand, suddenly, Josh flowed brightly as cold air surrounded Josh, with White and blue rings appearing around him, his injuries healed instantly as he started to transform

Josh's hair got shorter, his feet had become two toes in the front and one in the back, kinda look insect like, his hands and legs are black and blue, his eyes are green, he also had some kind of blue cloak with black stripes that gave him an appearance of a phantom. He is now in a new Dragon form

"Frost Wing...!" said Josh in a cold, eerie voice, Carnage freaked out, "What the?!" Josh looked at Carnage and smirked, "You should really chill out Kassady" said Josh, which made Carnage angry, before he could strike at Josh, the transformed dragon teen blew a white-blue frost breathe which hit Carnage, which instantly put Carnage in a block of ice

The Carnage drones saw this and growled angrily as they leaped towards Josh, but suddenly Josh turned to them as he did a hissing growl, he then shot a sub-zero ice beam from his hands, freezing the drones in blocks of ice, "Sorry to give you the "Cold shoulder" Josh quipped as he leaned against one of the ice blocks

back with Spike, he had cut his arm with his claw, dripping his blood into the pieces of symbiote, they then all merged together, he finally mixed the symbiote parts with his blood as the pieces became a dark green symbiote with red electrical energy pulsing around it

"Yes! now! Spike become stronger!" he reaches to the green symbiote, suddenly the slime leaped onto his claw and started to spread all around him, he then felt agonizing pain as he shrieked loudly, loud enough for everyone to suddenly pay attention to the scene, seeing him being consumed by the goop, the girls had managed to defeat some drones, Dragonox had punched Scourge in the face before seeing Spike

Josh looks towards Spike and looks shocked, "Oh man…" said Josh as Spike screams in agony as the symbiote envelops him, even through his mouth, he starts growing to be the size of Dragonox, bones grow around the symbiote, two pointed bones grow from his back which emitted electricity, ribs grow around his chest and bones grow out of his elbows and knees

He then grows a tail which has electricity emitting from it with bones sticking out like a stegosaurus tail, his hands became massive claws with the back of his hands having pulsing red veins reaching to his arms, he has two toed feet, his ears have gotten bigger, and has razor sharp jagged teeth, his eyes are now pure white and are jagged like Carnage's eyes, he has a mohawk row of spikes on his head down his neck

Josh frowned at the newly transformed Gremlin, "Well, this is just great…" he said as the rest of the group were shocked and/or terrified of Spikes new form, "This is madness!" shouted Twilight who had reverted back to human form along with the rest of the girls

Spike growled loudly as he admired his new symbiote form, "Spike, Strong!...Spike, Must, DESTROY HEROES!" he roared loudly as he jumped off the rooftop, as he landed on the ground, he made a small crater, he looks towards the heroes who had grouped up

Dragonox hit his fist into his palm, "He may be bigger now, but he can't take us all!" he said as he got ready to fight

Josh's cloak then unfolded to reveal they are blue Moth-like dragon wings, "Stand together guys!" said Josh as the group got ready to fight the new Spike, "Stronger, me Stronger!" Spike roared out as he did his insane laugh

Kix covered himself in electricity as he powered up, "This guy is crazy!" Kix said as Spike was radiating a electrical aura, "Me defeat heroes" Spike said before he suddenly growls loudly, "We Destroy foes!" Spike said as his voice sounded slightly deeper

"Did he just say We instead of me?" Dragonox asked, "Did he forget to talk right?" he asked confusingly, how ever Josh was familiar with that grammar, it was a common trait with symbiotes and their hosts

"We destroy you! Spike not just Spike" Spike said before paused for a second before he roared out loudly, "WE NOW POISON! POISON DESTROYS ALL!" Spike, now known as Poison, roared loudly as he then charges toward the group

"Uh oh" was all Dragonox could say as he and the rest of the group scatter to avoid getting flattened by Poison, Josh flew right past him as he blew his sub-zero breathe at Poisons hand, freezing the monsters hand in a giant chunk of ice, However, Poison ignored this, as suddenly dark Green spikes shatter through the chunk of ice, freeing Poisons hand, Poison then laughed psychotically, his hand then morphed into a mace, the spikes being made of bones

Josh saw this and got worried, "okay, that didn't work" he said as then Poison roared, then Poison swung the bone mace at Josh, luckily, Josh then used his dragon instincts to use a new power, his body then became almost invisible as he had a ice blue outline to show his body, he had become intangible to avoid getting crushed by the Spike ball, he then became visible again as looked over himself

"Man I'm loving this new dragon form!" he said as he became intangible again to avoid another swing of the spike ball Poison made, Josh then flew to Dragonox who was also flying, "XL, you got any ideas on how to defeat Poison?" he asked, wondering if his friend had a plan

"Hmm, if I can get close enough, I can use my fire against him, Symbiotes are weak to fire so it should stop him long enough for us to take him down!" said Dragonox as he charged right at Poison, Xenix had scanned Poisons body and symbiote, trying to find another weak point, but then found something shocking, "XL Wait!-" Xenix was too late to warn him though as Dragonox then breathed a huge stream of fire at Poison, who didn't avoid it in time, Dragonox then landed on the ground in front of where Poison stood as grey smoke filled the space the Gremlin-turned Symbiote monster was standing, "Oh yeah! Dragonox for the win!" said Dragonox, only to hear laughing

The smoke cleared to reveal Poison was still there, the symbiote wasn't even fazed by the heat, "What the?!" Dragonx exclaimed as then Poison roared at him before charging at Dragonox, Poison then started to throw massive punches at the alien dragon, Dragonox endured the punches before he threw his own punches at Poison

"Poisons symbiote has become mutated, I can't scan him fully, but I can tell you the symbiotes weakness to fire and extreme heat has been removed from the DNA chain" explained Xenix as Rainbow Dash had transformed into her pteranodon form, flying above the symbiote monster, 'So what do we do now?!' asked Rainbow telepathically

Dragonox had managed to block the punches from Poison before turning to the group, "Wait, doesn't the symbiote have a weakness to sonic sound?" Dragonox asked, but then he got hit in the face by Poisons tail, throwing the alien dragon into a building wall, Poison laughed maniacally, "HAHAHAHA! We destroy you! We strongest of all!" he roared out, but then he got thrown into a wall from an attack from behind, Applejack, in Triceratops form, had charged into the psychotic Symbiote Gremlin

'YEEE HAW!' said Applejack Telepathically, Josh tried to think, then he thought up something, "Wait, I think I have a dragon form that can produce loud sounds!" Josh said as Poison was getting back up, the Symbiote monster snarled as he then eyed Carnage, "SCOURGE! Free Carnage! We deal with heroes!" Said Poison as he also saw Dragonox getting back up, he charges towards the alien dragon, "Well you better change quick! I don't know how much longer I can stay as Dragonox" said Dragonox

Dragonox attempts to block the incoming attack, suddenly Poison's leg gets lassoed in a rope of electricity, making the Symbiote Gremlin trip and fall, he looks to see Kix had lassoed him

"No one attacks my bro and gets away with it" said Kix, he turned to the girls and said to them, "Make sure the dopple-ganger doesn't free Carnage"

'We're on it' said Twilight telepathically, as she roared, her and the girls charged towards Scourge in Dino mode

Josh was concentrating so he can change forms, "well, here goes nothing…" He said as then a white and green fire ring appeared around his waist, the white ring went up and the green ring went down to change Josh in another form

Josh's hands and feet had become white with green claws, he has 6 green horns poking from his head, his hair had grown longer but they stick up and spiked up, he also had green markings over his eyes, the triangle on his chest had become white with black inside it, as well as a grey diamond shape which had a green diamond shaped gem in it

He also grew a large white tail with green spikes, his wings changed to white large wings with the inside of them being green

"Thunder Roar!" roared Josh in his new form, known as the Thunder Roar

Poison growls as he then grabs the rope of electricity made by Kix, the red lines on his hands pulse as they glow, the electricity rope then gets absorbed into Poisons hands, he then charges towards Dragonox who had just recovered in time to fly up, dodging the charge

Dragonox lands on a rooftop of a building, "won't get me from up here" Dragonox said, suddenly he hears beeping, Dragonox looks to the Xenotrix symbol flashing Blue, then a blue flash consumes him as he turns back to normal

"Dang it!" XL said as he looked down the building, he then saw Scourge flying to a still frozen Carnage, before he could try to stop him, Poison suddenly shot a web line made from his symbiote, it grabbed XL and dragged him onto the ground, "Poison now crush Fox CaCa!" Poison said as he prepared to step onto XL, however the mobian hybrid smirked, "Think again!" XL exclaimed as his tails grabbed Poison by the bones on his body and pulled back, making Poison lose balance and fall backwards

Before Scourge could get to Carnage however, Rainbow Dash flew down towards him, 'where do you think your going?' Rainbow said telepathically, she then nose dives towards him, however Scourge saw this as he then does a spin kick in the air, kicking her in the face

The blow to the face made Rainbow Dash crash into the ground, tumbling on the ground as she reverted back to human form, Scourge looked back to her, "pathetic" he said as he then continued heading to Carnage

Just as he was in reach however, Pinkie managed to charge into him from the side, the charge was so sudden and strong that it managed to launch Scourge into a wall of a building, leaving small cracks on the wall from the impact

Scourge got up and he was furious, "YOU'RE DEAD!" He roars in anger, Pinkie however giggled telepathically, "you gotta catch me first~!" She said in a sing song voice, despite talking in telepathy, she ran away from him but Scourge was more mad than ever as he let out a primal roar and chased after Pinkie

As Scourge gave chase, one of the Carnage Drones from before climbed on to the frozen Carnage and starts chipping the ice away with a morphed spike hand

Back with XL, he was currently trying to defend himself from Poison, Kix was backing him up by shooting lightning bolts at Poison, who only absorbed the bolts with his hands, Josh was doing his best to use his sonic roar blast on Poison, however the big symbiote monster kept leaping out of the way when he attacked

XL was trying to activate the Xenotrix, pressing the activation button and twisting the dial, "Come on Xenotrix, charge back up already!" he shouts as he started to slap the interface, somehow thinking that would work, Xenix appears in front of XL with a are you kidding me? look

"That isn't gonna make it charge faster you know" Xenix said as XL gave him an irritated look, just as he dodged a swipe from Poisons claws, then Josh flew past Posion pretty fast, Poison had a small claw mark on his arm, which quickly healed

Josh turned towards Poison as he got an idea, "I'm gonna need more Sonic roars!"

A green light then appears around Josh's body as suddenly multiple copies of himself appeared in his Thunder Roar Dragon form

(AN:for the sake of simplicity, I'm gonna name the clones with numbers)

The total number of clones was 10 as one of the clones stands next to the original Josh, "We got your back!" said Josh no.2

Another Clone stands by Joshs opposite side, the rest of the clones encircle Posion with Josh, "Give it all you got!" said Josh No.3, all the clones then take a deep Breathe as Josh's eyes glowed bright as he then shouts

"WALL. OF. ROARS!", just as he said that, all of the copies and Josh did a loud Sonic Dragon roar, everyone in the area heard it and covered their ears to reduce the chance of being deaf

RROOOOOOOOOOOOOOOOOAAAAAAAAAAAARRRR!

Poison was holding his head in agony, the Sonic roar from Josh's attack was greatly effecting him, but then, Poison lifts his hand towards the roars, at first it seemed like it was a sign of begging for the noise to stop, but then the red veins on his hand glowed

Just as it seemed Josh was winning the battle, Poisons jaw then unhinged, his mouth now being bigger, suddenly, Poison unleashes his own type of sonic roar, the roar was much stronger as it blown away Josh and the clones, Josh and his clones fell to the ground, as they hit the ground, the clones disappear in a green glow, Poisons jaw fixes itself as he smiles evilly

Back with Twilight and the girls, they were dealing with Scourge and his increasing rage, since he kept trying to get to Carnage, only to get pushed back by the group, mainly Pinkie and Applejack in their Dino forms

Scourge roared in anger while his eyes flashed red, "YOU WILL ALL DIE" he shouted in anger, but then Rainbow Dash, in her Dino form, dive bombed and hit him from behind as she flew back up to the sky, 'Not today' she said telepathically as she rise to the sky, Scourge then glows a dark amber as he turns into a pteranodon like Rainbow dash

He flies up and tries to attack her, aiming his beak at her as he tried to dive at her

Back with Carnage, his icy prison was cracked all over, as the Carnage drone hit the ice one more time, the ice shattered apart, as Carnage was free, he was shaking while he held his arms

"D-d-damn that's c-cold!" Carnage said as he tries to warm up, he sees some of the girls watch Scourge and Rainbow Dash fight in the air, then Carnage set his eyes on sunset

"Oh Sunny-Baby~!" He says as he then starts charging towards them with his claws ready, however Josh sees this as he gets back up and flies up, "Oh no you don't!" Josh shouts as he took a deep breath, as he then let out a loud sonic roar towards Carnage

Carnage held his head in pain as the roar was effecting him greatly, however, Scourge saw what was happening as he dodged Rainbow Dash, the doppelganger then dived towards Josh, he hits Josh with with a strong and fast dive

"AHH!" Josh exclaimed as he fell to the ground hard, hard enough that he reverted from his Thunder Roar form to his normal form, he also got knocked out, Scourge also changes back to his normal form, his normal forms shows he is wearing a black shirt with a red Dinosaur footprint on the center of the shirt, but as he changed, there is a dark aura around him, as his eyes glowed red

"Yes! looks like the mystery man was right after all, the more I fight Joshua, the stronger I get! I'm loving these new powers!" Scourge said as he felt his power grow

"hehe, you can say that again!" Said Carnage as he also gains the dark aura as he sprouts out more Carnage Drones, which begin to surround the girls

"We are strongest! WE ARE POWERFUL! WE DESTROY HEROES!" Poison shouts as he lets out a primal roar, he gains an aura too, but it's bigger than Scourges and Carnages, Kix then tries to use a spindash on him, but as he got close, Poison grabs Kix and stops the spindash, showing Poison has Kix by his head, Poison then slams Kix into the ground, which knocked him out

XL saw this and got worried, "Kix!" XL then growls as he gets surrounded by fire, he then charges at Poison while throwing fiery punches, Poison dodges them however and throws a huge fist at XL, however, XL ducks at the right moment to dodge, but as he tried to launch a sneak attack on Poison, Scourge appears next to him, grabs his tails and throws him to a wall, "AGH!" XL said as he lands on the floor, trying to think of a plan

Scourge smirks at XL, feeling pleased with his attack, "that was for the punch in the face ya gave me earlier, mutt" said Scourge

Poison then grabs the knocked out Kix with one hand and puts him over his shoulder, "We need sparky rat and magic girls alive, masters plan said so-" Poison explains before getting cut off by Scourge, "yeah yeah I know, besides, looks like Carnage is about to wrap it up over there" Scourge points towards the battle between Carnage and his drones against the girls in their dino forms, the carnage drones were becoming too much for the girls as they get overwhelmed, Twilight does her best to keep the drones away, but then she sees Josh knocked out, her pupils became slit as she got really angry

in her fit of rage, she pushed through the carnage drones and charged towards Poison and Scourge, since they were the closest to Josh's unconscious body, Poison sees her coming as he smirks, he tosses the knocked out Kix to Scourge, he merely grabs the knocked out hedgehog by his Xeno suit

Poison merely walks towards the angry roaring dinosaur, Poison then reals his arm back, then when Twilight was close enough, Poison let loose a powerful punch on the side of her head, the power of the punch shocked Twilight, as she got knocked off course and headed straight into the side of a building, which in tern, knocked her out as well as she changed back to normal

Carnage's drones had managed to defeat the rest of the girls since Twilight left them when she got angered, they were knocked out, Carnage also had each of them trapped in his symbiote webs, Carnage also saw what Poison did to Twilight as the crazy villain smirked and whistles, to show he was impressed

"Damn green man, that's one hell of a punch you got" Carnage says as he chuckles evilly

Josh then started to wake up, after hearing the crash Twilight did, he sees everyone knocked out and XL on the ground while the enemies were still standing, "Oh no..!" he says in shock, XL tries to get up, but Carnage puts his foot on him, keeping XL on the ground as he grunts from the pressure

Carnage chuckles evilly as he puts more pressure on XL with his foot, "Not so tough when your under pressure now are ya? HAHAHAHA!" he laughs maniacally, Carnage then morphs his hand into an axe blade, "now, it's time for a BLOOD BATH!"

"XL!" Josh shouts, getting XL's attention, XL thought of a plan quickly, so he surrounded himself in fire, making Carnage recoil from the heat, then XL quickly heads to Josh, "Josh, grab Twilight, we need to go and think of a plan" he said to Josh

Poison growls as he saw his enemies about to get away, "DON'T LET HEROES ESCAPE!" Poison shouts as then he, Scourge and Carnage charge towards the 3 remaining heroes, however XL saw them charging, "Oh no you don't!" Xl said as he then made a wall of fire appear between them, Poison, Scourge and Carnage stop in their tracks as the wall of fire surprised them

Poison saw that XL and Josh still had some fight in them, but instead of going after them, he walks to the knocked out members of the group, then grabs the girls and Kix, "Forget them, we go now!" Poison says as he then look towards Josh and XL, "If you want friends back! find warehouse by movie place!" he shouts at them, he then launches a green web line from his wrists, covering the unconscious heroes, he grabs the web with one hand then uses his other hand to launch a web line that flings him away

Scourge and Carnage decided to follow Poisons lead, "Sounds like a plan!" Carnage says as he launches his tendrils and swings away with his tendrils, "We'll meet again Josh! Scourge, Terrorize!" Scourge says as he then shifts into his Pteranodon form, he then flies away, following Poison and Carnage

XL and Josh watch as the villains get away with their friends, "...Josh, grab Twilight and lets go to your place, we need to think of a plan" XL said as he goes to Twilight and lifts her arm and puts it around his neck, helping her up, even though she is still unconscious

Josh looked back to where the villains left, he couldn't just let them get away. But XL was right, whether he liked it or not, they will need a plan to save their friends

Josh frowns, then sighs, "Hang on gang, we'll come back for you, I promise…" he says as he then changed into his pteranodon form and flies to XL and Twilight, picking them up by his talons and flies to his house

Later

Josh had brought XL and Twilight, who woke up half-way, to Twilights home, her home looked almost like a castle, with purple paint and tower like parts on the house, with a purple garage next to the house

They had entered the house, luckily it was only them there, so no one else knew they were there, XL looked around the bottom floor of the house, Josh and Twilight went to the living room, with Josh making sure Twilight wasn't to hurt, since she was hit by Poison pretty hard

XL was staring outside from the living room window, trying to think of a plan, while also thinking about their friends, XL was also very worried about Kix, since Spike could easily steal powers and electricity, but now as Poison, his powers could be magnified, which was big trouble

Josh was still making sure that Twilight wasn't hurt, "are you ok, babe?" He asked his girlfriend, "Yeah I'm fine, but man, that monster can pack a punch" Twilight said as she remembered the power of the punch, "Even when I charged at him with all my strength, he beat me like it was nothing" she said while rubbing the side of her face, to where she would imagine where Poison had hit her

Xenix then appeared in front of Josh and Twilight, "I managed to scan more of Spikes mutated symbiote, it appears it has an ability to absorb any power it comes in contact with and uses it against others, while also amplifying the powers output" the AI informed them

XL was still in thought, planning on what to do, 'those 3 were strong, since we are the only ones left, they will be expecting us, which means they know what we can do and they'll use our own abilities against us...! unless' XL ended his thoughts as he looked to Josh, "Hey Josh, do you know where my old Iron Spider suit is?" he asked

"Yeah, it should be in Twilights lab, her lab is in the shack in the backyard" Josh said, XL smirks, "good, cause I got ourselves a plan" XL says as he walks outside the house, specifically the backyard

XL walks to the shack that is supposed to be Twilights lab, he opens the door to it and looks inside, there's a bunch of stuff inside that XL expected from Twilights lab, many beakers, generators, capsules and some workbenches, there was also a strange pod of sorts, but XL was currently looking for something else, his old Iron Spider suit, Josh and Twilight follow him inside the lab, "what's the plan?" Josh asks

XL explains as he looks around the lab, "Scourge, Carnage and Poison think they beat us, but when I was thinking on how they fought us, they were expecting our most noticeable abilities, my fire and Xenotrix, your Dino forms and Dragon forms, even the girls Dino forms and magic" XL said as he kept looking around the lab, "But now, we're gonna go at them slightly different"

"how so?" Twilight Asked, XL then explained his plan, "1, you and Josh don't use your Dino modes, 2, Twilight, you won't use magic, 3, no dragon modes" XL explained, but then Xenix appeared in front of XL, "but that leaves them defenceless" Xenix says to XL, but XL smirks

"not really" XL said as Xenix looked confused but XL continued explaining his plan, "we are gonna save our friends...Spider style" XL said, Twilight looked a little confused, "Spider Style?"

Josh then got what XL was talking about, "hmm, I think I get what XL's getting at, but incase you forgot, Scourge is my clone and he has all my powers, including my spider powers" Josh said, and it was true, Scourge did have all of his powers

XL just smirks again, "while that is true, Scourge had never met me as Iron Spider, so him seeing you as Spider-man and me as Iron-Spider, it may throw him off a little" XL said as he looked around the lab for his suit

"Won't he notice your tails hanging out from the costume though?" Xenix asked as he thought that would be a major flaw in the plan, XL looks to Xenix, still smirking, "Well the thing is, my old Iron Spider suit didn't have any access holes for my tails to show, they were just hidden in the suit, which surprisingly never showed my tails" XL explained, "guess it was the fact I had them wrap around my arms"

"I guess that makes sense" Josh said while shrugging, since he also wondered how the tails didn't show much back then, "besides, Poison mentioned something about a warehouse and movie place" XL said, remembering what Poison said before he left

Xenix was looking at a map with his digital screen, "the only place I can find that fits that description is the Set n' Stage filming building, it's got 6 warehouses right next to the filming building" said Xenix, "good work Xenix, and I think with our spider suits, we will have an easier time getting there and finding our friends" XL said, he did see Xenix a little worried, same went for Twilight and Josh, "but hey, as soon as we get our friends back, then we go all out..Aha!" XL said before he finally found what he was looking for, the Iron Spider suit, it was disguised as a red backpack with gold straps with a golden spider symbol on it, he then puts the back pack on his back as he faces Josh and Twilight

"Go get your Spider suits, we got friends to save!" XL said with confidence, Josh and Twilight then smile as well, the plan may be risky, but it's a risk to take to save their friends

The scene changes with Josh now changing into a new spider suit, it looked like his normal spider man outfit, but it's outfitted with white graphene Armor on the arms, feet, chest and back, the chest and back parts are shaped like the Spider-Man logo, the suit was mostly blue on the bottom, while the top half had the classic red with black web design on the arms, shoulders and torso, Josh then put his mask on, which was still the red mask with black web lines, this time though the lens eyes for the mask could movie, meaning they were technically enhanced, which allowed Josh to have scanners in his lens, he was now wearing his Advanced Spider-man suit

The camera changes to Twilight changing into her spider suit, which was a bodysuit, the bottom half of it being black while the top half was white, the suit also had a white hood, the inside of the hood was red with cyan web lines, she also wore blue Ballet shoes, Twilight then put her mask on, which was white with white eyes with black outlines, the eyes also had faded red around them, she was now wearing her Spider-woman suit, which was nicknamed Spider-Twi

The scene changed again to show XL wrapping his tails around his arms, then he starts pulling the straps on the backpack, before releasing them, then the backpack started to configure into a suit, the suit was red with a golden bracer on the right wrist, a golden Armor piece in the shape of a spider on the chest, the eyes of the suit were golden, then 3 golden spider legs came from a golden circle on the back, XL was the Iron Spider once more

Twilight was shown testing a web shooter while Josh seemed to have organic webs, XL also had web shooters, which also had taser like devices on the web shooters

The 3 of them exit the lab, fully prepared to rescue their friends

Meanwhile, at Set n' Stage movie park

The whole park was empty, seemed like it was a holiday for the employees and anyone working there

There were 6 warehouses in the park, the final warehouse, labelled Props , costumes and Stage decor, had its shutter door smashed in

Inside the warehouse there was a lot of crates, most likely filled with props and decorations for movies, but near the end of the warehouse, were Scourge, Carnage and Poison, with the girls and Kix strapped against a crate, Kix's body was wrapped in a rubber binding, which nullified his powers for now, while the girls are against the crates thanks to some ropes

Carnage was hanging upside down from one of his tendrils, in front of Sunset while psychotically snickering, "Heya Sunny baby~!" He said, Sunset was not enjoying this at all, as she hated Carnage so much

Kix was struggling to get out of the rubber restraints, but no such luck, "When I get out of here! I'm so gonna electrify you till your nothing but a pile of ash!" Kix said, clearly frustrated by the restraints

However Carnage just laughs maniacally, "Shock me all you want man! But it ain't gonna do squat! You can't kill Carnage! Carnage Kills YOU" Carnage says as he laughs more, Rainbow Dash tries to get out of the ropes but fails, "When Josh, Twilight and XL get here! Your toast!" Rainbow Dash shouts towards the villains, however Poison just chuckles evilly

"They no problem" Poison said as he then sends a punch into a crate, breaking it and the object inside, "We drain Josh and fire fox if they try, then take magic girls Jewel, like yours" Poison says as the camera shifts towards a lone crate that has Rainbows and the other girls' geodes on top of it

Carnage chuckles evilly while still upside down, "you can have the others, but leave Sunny-Baby to me~ after this we got a wedding to attend" Carnage says as he does a mad chuckle, while the heroes looked worried for Sunset, Sunset herself looked very angry and disgusted

"I've told you before, you monster! I. WILL. NEVER. MARRY YOU!" Sunset shouted towards Carnage angrily, the girls looked kinda shocked at Sunset but knew why she was angry, Kix however was most shocked, since he had just met these girls today

However, Carnage only laughs, "Still playin' hard to get, eh Sunny-Baby?" he says as he chuckles, "You might aswell get use to bein' mine! Once I get my claws on Flashy-Boy, You'll have no choice but to be my bride! And don't worry, his Death won't hurt…Much! HEHEHEHEHAHAHAHAHAHAHAHAHA! "Carnage laughs at his own twisted ideas, "Maybe I'll wear his intestines as a necklace for our honeymoon!" as Carnage explained about his sickening plans, Kix couldn't believe what the crazy villain had said

Carnage was gonna kill Sunsets boyfriend, from what Kix had gathered, and then the psycho would were Flash's intestines as decoration?! 'This guy is insane! If he thinks all of this is just a game, what would happen if he got serious?!' Kix thought while also terrified of what would happen

"I dont think so!" suddenly, a dozen or so web balls appeared and had struck onto Carnage, Poison and Scourge, they were shocked and confused on what hit them, "Sorry, but I'm gonna have to put those wedding plans on hold!" said the voice again, the villains look to where the voice was coming from

They then saw XL in his Iron Spider Suit, hanging from a support beam with a web line, "Besides, Sunset Kassidy sounds totally lame" XL said in a joking voice, Carnage just laughs psychotically, "Oooh! Looks like Olivo has come to save the day!" Carnage says, as it seemed the villains don't know that its actually XL, 'Heh, they actually think I'm Josh, all according to plan!' XL thought to himself

"Where's your little girlfriend and mutt? thought they would've been with you" Scourge asks, seeing as he found it a bit suspicious, "Ah, they are just thinking of a plan back home, I decided to come over and Hang around with you guys" XL said to them, keeping his cover so they don't find out he isn't Josh

"Oh! by the way" XL then shoots a web line towards the crate that had the girls geodes, the web grabbed the geodes from the crate, "YOINK!" XL yells as he then pulls the web to him, as the geodes got flung to him, thanks to his suit, he reacted on time and grabbed all the geodes, he then starts swinging away from the villains

Poison growls angrily as he points to his partners, "Carnage! Scourge! go get Josh! Poison will watch over captives, master said he need geodes!" Poison shouts at them, Carnage smiles as he morphs his claws into giant axe blades, "My pleasure!" said Carnage as he runs after XL, "Leave him to me psycho! Scourge, Terrorize!" Scourge shouts as he then transforms into his Dark Dragon form, taking flight after XL as well

They chase after XL as he swings around the warehouse, he then looks back to see Carnage and Scourge after him, "Aw, only 2 of you? I actually wanted some fun, not a bore fest!" He said in a mocking tone, which made Carnage and Scourge chase him more, he keeps swinging around the warehouse, making sure to get far away enough from Poisons hearing range, which was part of his plan, he then drops onto the floor, landing with a classic spidey crouching position, "lets see how good you guys are without the big green giant around" XL said while getting ready to fight

Carnage laughed maniacally as he readies his axe hands, "GET READY TO DIE, MAN! HAHAHAHAHA!" Carnage laughed as he got ready to fight, however, XL smirks under his mask, "I don't think so!" He then suddenly sends web lines from his web shoots as he had his arms crossed, the webs connect with Carnage and Scourges heads, XL then pulled the lines, which resulted in the villains hitting their heads against one another

"Now for the next part" XL says as he then throws the geodes into the air, "Catch Twi!" Suddenly, another web line appears from the darkness and grabs the geodes, Carnage and Scourge look to where the geodes went, they then see Spider-Twi crouching on a support beam, with the geodes on her hand

Twilight smirked under mask, "Is this a private party or can anybody join in?" she asked rhetorically, Scourge frowns as he spreads his wings out, "so you decided to bring your girl to the fight Olivo? Big mistake!" Scourge says as he then flies up, attempting to attack Twilight, but as he got closer, Twilight fired her web-shooters, tying Scourges wings in webs, making fall and preventing him to fly

Scourge fell to the ground hard, he grunts as he gets up, then looks back to Carnage, "Don't just stand there you idiot! Help me out!" He yelled to the psycho, Carnage shoots a red and black dagger from his body which cuts the webs on Scourges wings

XL saw this as he acted fast, "Alright then, let's see how ya like this!" he says as he suddenly fires 2 wires with small spider-like clamps on the end of them, his web-tasers, both web-tasers attach to Carnage and Scourge, suddenly they get a painful shock from the tasers as the felt the electricity course through their bodies painfully

Scourge and Carnage both screamed in pain, after the shock ended, they both fall to their knees with their bodies having smoke emanating from them, XL smirks under the mask as his Web-tasers unclamp from the villains and retreat to small compartments on the suits hands

"Here's a tip, when fighting your enemies, do your homework" XL says to them, but suddenly, Carnage got back up, chuckling to himself, "Might want to check again Olivo!" Carnage says before laughing, then sniffing the air, "I think you need to brush up on your cooking skills, cause it smells like you burn't something" he says before laughing even more, but XL kept smirking on his mask

XL then flexed his hands a bit before facing towards Carnage, "Or perhaps not cooked enough, how about we Heat things up" XL said before he suddenly summons a fireball and throws a fireball at Carnage, surprising the psycho before Carnage moved out of the way just in time to avoid the fireball, before XL then uses his web lines to grab onto Carnage and fling himself at him, resulting in a kick to the face, which was followed by XL landing, then throwing Carnage to a pile of crates, thanks to his webs still connected, XL then looks to Twilight "Twi, let's Wrap this up! we don't want our friends waiting" XL said before facing back to Carnage, who was in a stupified state

Carnage then stuttered a bit, "B-but how?! how did ya do that?! that's impossible!" he yells before his mouth then got webbed shut, thanks to Twilight, who also started to wrap him up in a thick sheet of webs, with XL helping out of course as they had Carnage wrapped in a ton of webbing

"Says the 'Walking impossibility', oh and by the way" XL says as he then points to the webbing Carnage is in, "that's a new thick layer web we got, it will take a couple of minutes before any of your blades can cut through that, plus they are fireproof, which means I can do this" XL said as he then leaves a ring of fire around Carnage

Twilight then faces XL, "lets go help our friends-" Twilight said before being interrupted, "I DONT THINK SO!" XL and Twilight look to see Scourge getting up, still smoking from the electrocution earlier, they also see his eyes were glowing red as his teeth were bare as well, showing he was very angry, "I don't know what your game is Olivo! But I'm gonna end you and your little girlfriend, Right Here! RIGHT NOW!" Scourge yells as his claws with filled with fire with black aura, meaning he was charging an attack

XL groans a bit, as it seems he was tired of Scourge, "Ok, knew this would come sooner or later" XL said as he then shouts "UNDEROOS!"

Suddenly, Scourge feels something attach to him, right before he gets kicked from behind on the back and onto the ground, Scourge looks to see who got him from behind, only to see Josh in his Advanced Spider-man suit, Scourge then got really angry again, "Eh, whats up Dino?" Josh said in a calm tone

"OLIVO!" Scourge shouts angrily, however Josh smirked under his mask, "Ding! We have a winner!" Josh shouts mockingly, Scourge however scoffs, "Do you take me for a fool? I knew that Iron Spider wasn't the real you! After all, I have you scent!" Scourge said as he looked towards XL, "And that Iron Spider is just your 2 Tailed fox pet" Scourge said a matter of factly

XL however chuckles a bit, "did you think that we wouldnt know you had his scent? Beside my plan still worked, good job falling for it Scar-face" XL said, Scourge however was angry and confused "WHAT?! What do you mean?!" Scourge demanded, XL just chuckles, "We got you away from Poison, did we not?" XL asked, then it hit Scourge, it wasn't about confusing them, it was all a plan to get them apart!

"You were splitting us up?!" Scourge practically roared out as he was clearly furious, XL could tell Scourge was getting angry again, yet he stayed calm "yep, all it took was getting you to chase me far enough that Poison wouldn't be able to know you got me or not" XL said, he could tell Scourge wasn't liking what he was hearing, then Scourge exploded with rage, "I'VE HAD IT!" Scourge yelled as gave XL a death glare, if looks could kill, XL would be in a grave right now

"You Stupid 2 tailed mutt! first you challenged me to a fight when my target is Olivo! then you managed to beat me in a fight with an Alien Dragon! then you try to trick me into thinking your Olivo! but now...now! you've tricked me into making your plan work! I'M GONNA MAKE YOU SUFFER FOR MAKING A FOOL OF ME!" Scourge roared as he began charging his attack again, however it wasnt from his hands, but XL could see his mouth was open with an orange glow coming from Scourges throat

XL then pointed his left hand to Scourge, "yeah, how about no?" XL says as he webs Scourges mouth shut, luckily it was the fireproof web, so Josh couldn't breathe fire to blast it off, "Hey Josh, is he always like this?" XL asked as he jerked his thumb to the dark clone, who was beyond furious

Josh shrugged, "Pretty much, I mean, he is my evil clone" Josh said, XL then moved to the side, "Then would ya like to do the honors? He is your clone after all" XL said as they saw Scourge, furiously trying to get the webbing off of his mouth, they could hear his shouting was muffled, but they could hear him through it, despite the webbing muffling his voice

"Don't mind if I do" Josh said before he ran towards Scourge, the evil clone noticed too late however as Josh sent a powerful punch into the clones face, Josh punched him so hard that Scourge got blown back a bit, before Scourge could recover from the punch however, Josh shot a web line onto the ceiling before swinging to Scourge, sending a swing kick into Scourges face, knocking the evil clone unconscious as he fell into a crate, which broke, revealing a sort of dinosaur costume, the head of the costume fell onto Scourges, which the head was a poorly made t-rex head of sorts

XL smiles wickedly under his mask, "man, would be a shame if someone took a picture of him like this" XL says in a fake sincere voice, he then brings out his phone, before taking a picture of Scourge, knocked out while wearing an ugly t-rex costume head, 'Definitely showing Kix and the girls this when we get them out' XL thought to himself, Josh also brought his phone out and took a picture, "If only Megatron could see Scourge now…" Josh said as he chuckles to himself

Twilight chuckles as well before clearing her throat, getting the boys attention, "come on guys, we got friends to save" she says as she shoots a web line and swings away, towards where their friends are, "Right!" XL and Josh said as they put their phones away and also web swing to where their friends were located

Back with Poison, the girls and Kix, Poison was waiting for Scourge and Carnage to come back, but they were taking a long time, "What take them so long?" Poison asked himself, not noticing the others heard him, Rainbow Dash decided to give her own thoughts on the situation, "They probably got their butts kicked by Josh!" she said, which made Poison angry as he growls, "Yeah! Nobody can beat Joshie!" Pinkie pie said, which made Poison even angrier, Kix then decided to speak his mind, "And I know XL can take them down too, he doesn't give up easily" Kix said, Poison had enough as he roared at them, "BE QUIET!" Poison roared at them as they saw some visible veins from the symbiote when Poison yelled at them

"Did somebody say my name?" Poison, the girls and Kix then look up to a support beam, on it were Josh, XL and Twilight, still in their Spider suits, Poison growls more as he stares at them, "What's the matter Poison? Looks like someone isn't such a Jolly green giant no more" XL said in a joking tone, Josh chuckles a bit from XL's little joke, "Ha, nice!" Josh said

"Where Scourge and Carnage?!" Poison demanded, Josh pretending to be confused by scratching his chin, "Kassidy and Scourge? Oh yeah, we just kicked their butts!" Josh said, which made Poison furious, "What?!" The symbiote monster yelled in rage

"way to go guys!" Rainbow Dash said as she smirked, "thank goodness you're alright" said Fluttershy in concern, Kix smirks as he spoke, "told you XL doesn't give up easily!"

Poison wasn't liking this at all, he was really furious that his partners failed at stopping the heroes, "Sorry to keep you waiting, Poison" Josh said, "Didn't mean to leave you hanging earlier, your not still mad at us, are ya?" Josh Asked in a joking tone

Poison had enough of this, he roars before sending a symbiote web line into a bunch of crates, then throwing them all at the 3 of them

"Woah! Split!" XL said as the 3 of them split up, dodging the crates that crash into the support beam, "Hey, if your still mad Poison, just text us a frowney face" Twilight said, obviously tempting Poison, which works as Poison roars in rage again

Poison then grows a multitude of sharp bones from his left arm, he then fires the bones at Twilight, she luckily dodges the attack, XL sees their friends and also sees he is the closest to them, "Josh, Twi, you keep Poison busy, I'll free the others" XL said as he then made a web line and swings to their friends

Josh and Twilight smiled mischievously under their masks, "This should be fun" Josh said as he and Twilight use their webs to swing towards Poison, sending a kick to the Symbiote monsters face

XL lands in front of the others from his web line, then activates the golden Spider legs from his back, "ok guys, stay still" XL said as the legs then cut the rope restraints that were holding the girls, "Hey! What about me?" Kix said, XL then walks in front of Kix, "Got ya covered bro" XL said as he then fires a web from his web shoots that attach to the rubber restraints, however, the webs he shot were orange, "Woah woah! What are those?" Kix says before the orange webs start glowing brightly, Kix got worried as he thought they were gonna blow up, "Bad idea! Bad Idea!" Kix says before the webs suddenly light on fire, melting the rubber restraints instantly and freeing Kix

Kix looked to the melted rubber then saw he was free, "Oh, thanks" Kix thanked XL who gave him a thumbs up, "No problem, now come on, let's go help Josh and Twilight against Poison" XL said as the girls and Kix followed XL back to Josh and Twilight, to which they saw Josh and Twilight dodging Poisons attacks

The 2 Spider costumed heroes were fighting Poison, who kept shooting sharp bone projectiles at them, Luckily Josh and Twilight had their spider-sense warn them of the projectiles, so they kept dodging the attacks, Josh holds onto the side of the wall to stop dodging, "Seriously Poison, are you even Trying to hit us?" Josh mocked Poison, Twilight then lands next to Josh on the ground, "Maybe he is just a bad shot" Said Twilight, as they both liked to mock their enemies, "hmm, you make a good point babe" Josh said as they both smirked under their masks, knowing Poison will get riled up

Poison growls before he lets out a loud roar of rage, "POISON NOT BAD SHOT! POISON SHOW STUPID SPIDERS!" Poison yells before he slams his fists into one another, then suddenly, sharp bones starts to grow all around his body, before anyone could question what he is doing, he suddenly starts shooting the bones spikes in all directions, causing everyone to take cover

XL wasn't so lucky as his armour got hit a couple of times by the bone spikes, XL makes a dive to behind a crate, when XL was behind a crate, a status report appeared in his mask, " Power at 39%" said the AI of the Iron Spider suit, "Oh come on!" XL complained, he knew the problems with this suit was it had a limited power supply, XL then peered from the crate, he saw that Poison was getting exhausted from his attack, then he took a look at his web shooters, seeing his web-tasers on them, then he had an idea, "Well, here goes nothing" he says before he dives from his hiding place and runs towards Poison, who had stopped shooting his spikes everywhere

Kix, who was with Rarity and Pinkie behind a crate, saw XL running to Poison, "X! What are you doing?!" Kix yelled to his brother, who didn't respond, as XL got close enough to Poison, he yelled to the monster, "Hey Poison! Eat Web-Tasers!" XL says as he then fired his web-tasers at Poison, Poison turned to XL, only to get shocked by the tasers

"GGAAAAAAAHHHH,!" Poison screams in pain as he felt the tasers shock through his body, everyone thinks he is done for, before suddenly, Poison grabs the Web-tasers lines and starts absorbing the power, from the web-tasers and the Iron Spider suit, as shown by his red veins pulsating

XL couldn't pull away from Poison, as the Symbiote tyrants strength was too much for XL to get away, XL then hears the Iron Spider AI giving out warnings, "warning! Power rapidly decreasing" XL wasn't liking the sound of that, "scrap scrap scrap!" XL said to himself as he struggled to get away, but then Josh sends a web into Poisons face, which distracts him, making Poison let go of the web-taser lines as he tried to get the web off

"XL! You ok?" Josh Asked XL, the Fox/Kitsune hybrid however wasn't ok, as he saw his suit was almost out of power with a power gauge showing 3%

"No, Poison just got a recharge by absorbing the power from my suit" XL said, "Deactivate Iron Spider" XL said as then his suit changes back to the backpack mode, "how can we beat him now?" XL asked as he didn't know what to do

Xenix then appears in front of XL, "Good news! I just did a re-scan on the symbiote, turns out he does have a weakness" Xenix said, XL perked up when he heard that, "really? What is it?" XL asked

Xenix then explained, "we need to expose him to enough electrical energy, to the point the symbiote can't stay together, the energised blood cells on that symbiote will overload and cause it to lose its solid form, leaving Spike out of his special weapon" Xenix said as he showed a digital demonstration of the symbiote getting electrocuted before falling apart, revealing Spike

"Now we're talking!" XL said as he turns to where Kix was, "did ya hear that Kix?" XL asked, thinking Kix could definitely help out with this, "Yeah I heard, unfortunately I don't have enough power, I used pretty much all I could back at the fight earlier, what I have left will just give him more power!" Kix said to his brother, XL didn't like the sound of that as he didn't know what to do without a powerful electric source, "then what now?" XL asks

"fear not, you have an alien with electrical powers" Xenix said, which XL perked up when hearing that, "I do?" He asks

"He does?" Josh said as Xenix makes the Xenotrix dial pop up with a silhouette of a bulky alien with what looks like plugs for hands appear on the dial, "yes, it's the Energian DNA sample, they have the power to absorb any type of energy and blast it as a powerful electricity source" Xenix explained, just then they see Poison finally rip off the webs from his face, "JOSH AND FOX CACA DIE!" Poison roared loudly to the 2 heroes

XL then looks to the Xenotrix which still has the Energian silhouette activated, "well, here goes nothing" XL says as he presses the core down, as a bright red light blinds everyone in the warehouse

The Xenotrix produces wires that enveloped XL's arm, then his body grew as it got covered in black metal, the metal then gained electric patterns, his hands then get covered in black metal and were now shaped like blocks, then he gained 3 metal pins on each new hand, his feet changed into black metal blocks as well with 3 rectangular holes on the bottom of each foot, his legs became thick wires of red, blue and yellow, his head is now a black slope shaped head with a metal grate for a face, with 3 lines glowing red and 3 glowing red V shaped on the bottom and sides of the grate, his back shows 2 circular sockets, the Xenotrix symbol is on his chest, he then aims his hands at the camera as then he shoots electricity at the camera as then a red flash appears

"SparkPlug!" XL announced his forms name, known as SparkPlug

"Woah…" Josh said, amazed at the new alien, "With a capital W.." Twilight said, also amazed

"Aw man! Check me out!" SparkPlug says, with a slightly deeper voice with an electrical crackle, as he looks at his new features, "This is awesome!" he says before he gets tackled into some crates by Poison

"WE NO CARE WHAT YOU ARE! POISON DESTROY FOX CACA!" Poison roars at SparkPlug, as he then started to grow more bones around him, which seemed to show Poisons anger

"Oh I think you should care Poison! Otherwise, you'll be in for a Shock!" SparkPlug said, suddenly, SparkPlug shot a red beam of electricity from his face plate at Poisons face, "GGAAAHH!" Poisons roared in pain as he steps back a bit, surprised by the sudden attack to the face

"It's working! Poisons effected by the electricity!" Twilight said as everyone got together and watched SparkPlug go at Poison

"Still, better be safe with a back up plan" Kix said as he faced the girls, "You girls better get your geodes back on, we might need them" Kix said to them as they nodded, each of them getting their geodes from Twilight and putting them on

With SparkPlug, he ran towards Poison, sending a punch at the symbiote monster, only to see his arm stretched out, making the punch faster than anticipated, Poison got knocked back a bit from the surprise hit of a giant Plug to the face, "Woah! Awesome!" SparkPlug said as he was liking this form more and more

"You think that's cool? your torso can also spin 360, kinetic energy makes your electrical punches stronger" Xenix informed SparkPlug, knowing that he was enjoying this form a lot

"Really?!" SparkPlug asks as he looks towards Poison, who was dazed from the hit before, "Let's give it a go!" he said as he puts one arm in front of him and the other arm behind him

suddenly, he hears a click from where his waist is, then he sees his torso started to spin around, going faster and faster, which he also sees blue electricity appear on his plug hands, "Alright!" SparkPlug said, he then runs at the dazed Poison, when he was close enough, the electrical swinging punches hit Poison, over and over again, before finally sending Poison into some crates, smashing them, however Poison still got up, looking a little dizzy, "Are ya kidding me?!" SparkPlug said in annoyance, clearly seeing how resilient Poison was, "I'm gonna need more power!" he said

"I got your back!" Josh said as he steps forward, "I'm going Dragon!" Josh shouts as then a ring of electricity appears around him, then splits, going up and down his body

Josh now has yellow dragon wings with blue on the inside, his hair goes up and shaped into seven spikes, he then gains actual spikes on his forehead, which are small and blue, he gains blue electric patterns over his eyes, he also has a black and blue electric symbol on his throat

He also gained his skin-like scale Armor, his hands and feet have become blue claws, he also has a long tail that is yellow with blue electric patterns

"Electra Tail!" Josh shouts out, as he is in his Electra Tail form

"We are gonna need all the power we can get!" SparkPlug said, suddenly, the two circle sockets on his back, let out a hissing sound as they start to stretch out, revealing to be some sort of tubes, the sockets still seen on them

"The sockets on SparkPlugs back can absorb any attack that has energy, and transform it into a powerful electricity attack" Xenix explained

"Well, guess that means you guys are gonna have to hit me with all you got huh?" SparkPlug said to the group, Kix then started to summons all the electricity he had, "Here, this is all I got left for now, use it!" Kix says as he then shoots the electricity from his body, the stream of electricity gets absorbed into the sockets, as the tubes glowed yellow from the attack

"Josh, can ya do your best against Poison until I charge up enough for the finishing blow?" SparkPlug asked, since Josh could keep Poison busy with his Electra Tail form

"You got it!" Josh said as he opens his wings, then flies towards Poison

The Symbiote monster snapped out of the dizziness as he sees Josh flying towards him, "Hey Poison! Your in for a Shock!" Josh yells as he then shot a blast of electricity from his mouth, the blast hits Poison who roars in pain from the sudden attack

Poison then sees his left arm shaking with electricity around it, Poison looked scared for a second before he grunts in pain and grabs his arm, suddenly his left arm goes back to being stable, "We not done yet!" Said Poison

"Oh yeah? Then you'll get a charge out of this!" Said Josh as he then shoots balls of lightning from his hands at Poison, one of the lightning balls hit Poison's right leg, causing it to go unstable, making Poison fall and yell in pain "GGAAAHH!"

"How are you guys doing?" Josh asked as he shot another lightning ball at Poison, however his leg got stable again and managed to dodge in time

Kix was seen panting and on his knees, as he used all that was left of his electricity, SparkPlug was slightly glowing thanks to the energy, "Kix is down, and I don't have enough energy!" said SparkPlug as he could feel the energy in him, he could tell it wouldn't be enough

Xenix then appears on SparkPlugs shoulder, "Perhaps the magic the girls have could work, however I do not know any way they can project their magic" Xenix said

"Actually, we can, you better be ready XL" Sunset said as she turns to the girls, "Ready to Pony up?" she asks the girls with a smirk, Twilight and the others smirk as well, "Yeah!"

Then each of the girls grab onto their geodes, activating them, they start to glow brightly as they access their magic, all of the girls then gain Pony ears while their normal ears disappear, then their hair starts to extend, creating large ponytails, Twilight, Fluttershy and Rainbow Dash then sprout large feathered wings from their backs, the wings being the same colour as their skin, the last part of their transformation was their signature marks appearing on their right cheeks

The girls then float up with a rainbow aura around them, SparkPlug watched in awe as he could feel the power of the magic around the girls, "Awesome!" SparkPlug says, he then turned towards Josh, who was still fighting Poison, "Hey Josh! Find a way to make Poison stand still, I'll need a clear shot!" SparkPlug said as he waited for the girls to use their magic on him

Poison, not wanting to lose to Josh, grew sharp bones on his arms, he then started to fling his arms toward Josh, which shot the bones at Josh, luckily the electric dragon dodged the attack and glared at Poison, "Alright! You asked for it!" Josh said as he then shot electricity, from his hands and his mouth, the combined blast aimed at Poison, however, Poison managed to dodge the combined attack

Poison then grabs a nearby crate, then throws it at Josh, the electric dragon didn't react in time and ended up getting hit by the crate, knocking him down into the ground

"GAH!" Josh yelled in pain from the crash landing, the crate seemed to be more effective than he thought

The girls then aim their magic towards SparkPlug, then they shot a big stream of magic, the energy from the magic then connects with the sockets on SparkPlugs back, the tubes on the sockets glow in rainbow colours brightly, SparkPlug could feel the energy inside him grow more powerful, "Oh YEAH!" SparkPlug shouts

Then he puts his hands in front of him, aiming his plug hands at Poison, "HEY POISON!" SparkPlug yells at the Symbiote monster, Poison looks at SparkPlug in anger, "WHAT?!" He yells

"Time to Overload ya!" SparkPlug says as he then fires a massive beam of electrical energy from his hands, the beam collided with Poison, who is forced to take the hit, then, the symbiote around him starts to shake violently, while he also roars in pain

As he kept getting electrocuted, Spikes real face started to appear from the symbiote, which was starting to tear apart, however the symbiote starts to try and endure the power and tries to reform itself, SparkPlug sees that however as he turns to Josh, "Josh! A little assistance?!" He asks, Josh then gets an electrical aura around him and flies up, electricity sparking from his body

"I'M ALL CHARGED UP!" Josh said as he lets out a primal roar, he then lets loose a electrical beam at Poison, who was now struggling against 2 electrical beams, Poison was struggling until his symbiote starts to shake uncontrollably

"NNOOOOOO!" Poison yells in agony, "WE ARE POISON! WE ARE ETERNAL! WE WILL DESTROY YOU!" Poison yells angrily at the top of his lungs towards the heroes

"Not today you psycho!" Said SparkPlug as he then fires more, sending a powerful pulse through the blast, which finally did it, Poisons symbiote then started to melt away, revealing Spike who is also getting electrocuted, the symbiote then hides somewhere on Spikes body as the little gremlins then gets shot towards a wall, his body was smoking as he lands, Josh and the girls power down, the girls magic deactivating and returning to their normal forms, while Josh still remained as an electric dragon, just incase

Spike gets up to see he was no longer big, no longer stronger and he was defeated, "NO! Spike supposed to win! Me should win! ME WIN ME WIN ME WIN ME WIN-" before Spike could finish ranting, Rainbow Dash ran at him and kicked him in the head, knocking the crazy creature out

"Just shut up already will ya?!" Rainbow Dash said as she walks back to the group, "Sheesh, what a sore loser"

"I know right?" Josh said as his electrical aura disappeared, SparkPlug raised his arms in the air in excitement, "Alright! We won!" SparkPlug said, then the Xenotrix symbol started beeping while flashing blue, a blue flash then appears, turning SparkPlug back to XL

"That. Was. Awesome!" XL Shouted in excitement, Josh then changed back to normal form as he smirks, "Finally, so glad that's over" Josh said

"you got that right" Said Twilight as she stood next to Josh

Kix starts to get back up, as he was no longer exhausted, "you were incredible, I knew you'd take him down" said Kix as he walks to his brother

XL smiles as he looks to Kix, "thanks little bro" XL said

as the group talked, they suddenly hear something, they look to Spike, they see he is being pulled through a purple and black portal that just appeared, the portal was sort of like a vacuum as it sucked Spike in

"What the Dino?!" Josh exclaimed in pure shock and confusion

"what in the?!" Was all XL could say before the portal disappears, everyone looks in pure confusion

"Where did he go?!" Kix asked what everyone was thinking

XL stayed silent, until he spoke, "well...where ever he went, let's hope we don't see him ever again" he said, the group agreed

"Yeah, but just what was with that portal? And where did it come from?" Josh Asked as the group started to walk to where Scourge and Kassidy are

XL shrugs as he didn't know, "Who knows, but let's just hope Spike doesn't return from where he went" XL said as they kept walking, then finding Scourge still knocked out, however the poorly made dinosaur hat had fallen off him and Carnage was still tied, however his symbiote was gone, revealing his normal form

"Now, how about we deal with Carnage and Scourge" XL said as the group nodded in agreement

later

The police had arrived at the Set n' Stage movie park as they had Kassidy in handcuffs, he was giving an angry glare towards the heroes, Scourge however was tied up, still knocked out and was left leaning against the warehouse

The Rainbooms and Kix were asking XL, Josh and Twilight how they beat the duo, "Did ya go Alien on them X?!" Rainbow Dash Asked in excitement

"Nah, all we did was just give them the old mix up, I wore the Iron Spider suit to make them think I was Josh, since they didn't know I wore the suit before, and it worked, well beside Scourge having the scent of Josh in his memory" XL explained, "However, he was surely furious when I told him he fell for my plan" XL said as he chuckles at the memory

Josh takes his mask off and smirks, "yeah, he was so mad" Josh chuckles, "Then Josh knocked out Scourge, funny thing is, he fell into some crates, then a ugly dinosaur head fell on him when he was knocked out" XL said as he could see Rainbow and Pinkie starting to laugh

"Please tell me you took pictures" Rainbow Asked, XL and Josh then took out their phones and showed the pictures, the group saw them, then they started to laugh, Scourge, the most powerful enemy they know, had been knocked out and had an ugly Dino head on him when defeated

"Man! He is gonna be furious when he finds out" Kix said between laughs, "Oh I know he will" Josh said as he laughs

A few minutes later, the police leave the movie park with Kassidy, leaving Scourge with the heroes

"Well, how about we go and relax for a while, stopping 3 powerful and unexpected bad guys in 1 day is exhausting" XL said as he puts his arms up and behind his head, like he is relaxing

"But what about Scourge?" Rarity asked as she pointed to Scourge, who was still knocked out, "We can't just take him with us, can we?" she asked, as she didn't feel safe if Scourge were to wake up now

"She has a point, won't he go ballistic when he wakes up here?" Kix asked in concern, Josh then frowns as he thought on what they should do, "Well, he might, but where could we put him then?" Josh said

Before they could think of anything else, the same purple portal that took Spike appears, they hear the portal and look to Scourge, "What the-AGAIN?!" XL said as they see the portal suck in Scourge, taking him away, "SERIOUSLY?!" Josh yelled in frustration

"Oh come on!" Rainbow Shouts, equally frustrated, "great, now 2 villains have escaped!" XL said, he wasn't liking how the villains kept escaping when they were defeated

Kix decided to try and cheer them up, "well, look on the bright side, we managed to beat them, and it may take a while for them to even come back" Kix said, trying to lift their spirits

XL sighs, as he could see what Kix was getting at, "I guess you're right, well, at least Kassidy is heading to jail" XL said as he did see that one villain was sent to prison, he was happy about that at least

Xenix then appears in front of the group, "perhaps we should go and relax now? My scanners say that your all pretty exhausted from today" Xenix said to the heroes

"Yeah, That magic we used earlier for SparkPlug did take a number outta us" Applejack said as she did feel tired

"Yeah, I'm tired, and starving" Josh said as he hears his stomach rumbling, clearly hungry

XL smirks, "then let's head back, I'm getting hungry for some Chicken" XL said as his stomach also grumbled, they all agreed and started heading out of the movie park, planning to get some food and to relax

Meanwhile with Kassidy, he was smiling, despite being on his way back to prison, suddenly a portal appears behind him in the police car, the police officer in the passenger seat sees this, but is too shocked to say anything, Kassidy looked at the officer in the eyes and said, "See ya" before he gets sucked into the portal

Kassidy then appears in a dark room, it was lit enough for him to see that Scourge and Spike were also there, who are awake and standing next to him, they look to a screen that appears from thin air, showing the mystery figure from before, still shrouded in darkness, only his eyes appeared on the screen, they could now see he is sitting in a throne

"You 3 have done well" said the mystery figure, pleased with how their mission went, however they were confused, Kassidy was mostly confused, but Scourge and Spike were angry and confused

"What do you mean?! We failed! And it was because of that MUTT!" Scourge yelled in rage, his eyes glowing red, having a faint firey aura, "When we find Fox Caca!" Spike says before he suddenly becomes poison again, except he was shorter than before, being the same height as Scourge, "WE EAT HIS BRAINS!" Poison roared in anger

The mystery figure however smiled, showing a mouth full of razor sharp teeth, "Oh, but that was the plan" he said, which confused the 3 even more

Kassidy was first to ask, "what do ya mean?", the mystery figure chuckles a bit, "hehehe, it was a test, to see if your worthy, to be a part of something much bigger" the Mystery Figure said, he then chuckles again, only starting to grow into evil laughter, then suddenly, Kassidy, Scourge and Poison hear more laughter, they turn around, to see many, many more villains, joining the evil laughter

They recognise some of the villains, such as Doc Ock, Green Goblin and many more villains who are enemies of spider-man, and some they don't recognise, Kassidy's symbiote wraps around him and forms into Carnage as he then starts laughing himself, seeing what the mystery guy meant, Poison and Scourge then smiles evilly

Alien Biology 4: Lepidopterran

Hello once again viewers, it's me, Xenix, back with more Alien Biology, *party poppers go off* that was an idea from one of XL's friends, Pinkie Pie, said something about bring excitement to this vlogs, anyways

Today we are studying the Lepidopterran, from the Planet Lepidopia

Lepidopterrans are an insectoid race that rules the sky of Lepidopia and are as massive as Mobius's ant colonies. Like insects, they are ruled by an Ultimate Lepidopterran, which, like the Pyrolambus, which we will talk about next time, is a state rightfully earned by royal blood. The Queen governs the Lepidopterran and separates them on following category.

The females are the workers, maids and nurses. They build the hive using their saliva and gunk then tends with the eggs laid by the Queen. They are also task on converting pollens and fruits into liquid substance to feed the infants, the said infants who already born with wings.

The male are soldiers, task on protecting the hives from enemy hives and predators. They used their sharp tail and foul flatulence to completely dominate the opponents.

The females' breasts are filled with pheromone that allows them to control the violent male Lepidopterran and other insectoid race. They are capable of mating but the Queen is the one in charge of reproducing and she can lay up to 500 eggs per day.

Myaxx, my creators assistant, confirmed the Lepidopterran's diets are primary an extremely disgusting but very edible gel fruits that are commonly grown in the mountain but it was guarded by vicious predators known as Buglizards, reptilian creatures who prey on Lepidopterran. They can self-produce a huge blast of fog from their throats which dissolves the slimes and render the Lepidopterran's visions useless. They have a great sense of smell and can easily track the Lepidopterran due of their natural musk, and are fast enough to catch the Lepidopterran.

If you want to visit the Lepidopterran, pay respect to the Queen or fear the wrath of Lepidopterran warrior. Studies from my creators ex, Zennith, say that, some Lepidopterran can become individuals but that marks them as an outcast.

However, in the latest studies by Zennith, there had been sightings of a new sentient species appearing on Lepidopia, the description being a humanoid structure with orange wings and blue exoskeleton, seen in a dark environment, their bodies glow, the species has been dubbed a Lepoderan, the name was made by Zennith and Albedo, as they also dubbed it as an evolutionary subspecies

Comments from Albedo say, "this planet stinks almost as bad as a skunkian with bowl problems", to which I can agree, despite the fact I can't really detect scents

That's all for today's Alien Biology about the Lepidopterrans, as well as information about the subspecies, I hope you enjoyed, see you next time viewers, Onward!

(This chapter took so long to make! I hope you all enjoyed it, because this took a while)