-Canterlot-

Mephilzo's dark energy flares out then disperses, black static rises off of his body. Before anyone could breathe, all four of the heroes take off at the same time, Sonic tries to punch him in the face, Silver tries to flank from behind, Applejack tries to kick him in the gut, and Fluttershy comes from the side to get a kidney punch in. Every punch lands at the same time but he doesn't flinch. He delivers a painful palm thrust to AJ's face and sends her flying back, as he goes on the offensive to chase her, his eyes dilate. He punches her into the ground, picks her up by the mane, drops her and knees her in the stomach then spins her around and bounces her off ground, then grabs her tail and tosses her into the opposite direction, plummeting her into a house.

He turns to see Sonic with a fist full of righteous fury, Mephilzo smiles, as he dodges Sonic's attack. Sonic then backs up and starts going around Mephilzo, rapid firing golden X-shaped projectiles at him as he goes around him, Mephilzo sits there unphased as he is pelted with energy projectiles. "Interesting, you've adapted more rapid-fire ranged techniques to your arsenal, I must say I am relieved to not have to get hit with 'Sonic Wind' over and over again." Then Sonic spin dashes in the air while Mephilzo watches the attack. Sonic spins and spins then he fires ten golden orbs of energy at Mephilzo, the blasts all converge on his location, creating an even larger cloud of dust and debris.

Mephilzo chuckles as Sonic looks at him in shock, no damage taken, "So many new ranged abilities. If I were Perfect Nazo, I may be considerably damaged. Dare I say, if you and Shadow became just Super Shadic with as strong as you are now, you would have won fairly easily." Then he says, "Unfortunately for you, I am beyond the half of me that is Nazo in strength. Multiplicatively even."

As Sonic stands there with a grimace, Mephilzo looks up at a house being levitated above him by Silver, rather than just dropping it, Silver slams it onto Mephilzo's head. As it's falling on him, Mephilzo burns a hole through the house with dark energy, "Oh you shouldn't have, Silver. Here, a gift from me." He fires a thin beam that pierces through Silver's shoulder. Silver winces hard as blood leaks down his chest from the hole. Mephilzo then looks at Sonic, "Remember when super forms were thought to be invulnerable, nopony thought that all it took to negate that was simply to be stronger."

Mephilzo hears himself, "Oh damn, I really have been on this god forsaken rock too long, I've developed their lingo." Fluttershy appears next to Silver and places a hoof on him, she focuses a little bit of her energy and heals Silver's wound. She gently asks, "Are you okay Silver, it shouldn't hurt anymore." Silver moves his arm around in a circle. "Thanks Flutters, appreciate it."

Mephilzo thinks and ponders out loud, "How is she doing that? Must be related to that damned numbing ability she has." Mephilzo smiles, "I wonder…"

He looks up at the three of them, and he holds his hands to them, black energy well up in his hands and eyes, startling, Sonic, Silver and Fluttershy, then he says, "Revelations." his eyes open and they all feel an intense and ever reaching fear in themselves. Their eyes are all enclosed with black energy, and they start cowering. Sonic holds his head in his hands, mumbling while on the verge of tears as Mephilzo refreshes his memory on Kilo's murder of the Freedom Fighters, he even forces Sonic to watch Rotor die. he makes Sonic watch Sally die. He forces him to sit through an agonizing replay of Kilo butchering Bunnie and Antoine as they try to fight in vain. "No! Not this!" Sonic screams out.

Silver slowly floats down; he sees a timeline he wasn't born in. He sees a world engulfed in flames; he feels the weight of being one of the few survivors after 200 years of devastation. He tried to pull out of it, but he was locked in this intense feeling of grief and frustration towards an enemy he has never seen before, a being made of fire and hatred, that continuously killed innocent people.

Fluttershy, floats down and she starts screaming, "Mom, Dad! Please you have to get out of there! Get Zephyr and- ", then she watches everything gets ripped apart violently. Then it reverses, and repeats the same scene, while in this trance, Fluttershy tries to close her eyes, turn her head, but it's transfixed on this scene.

Mephilzo chuckles at them all breaking down in their own minds, "Now isn't this the saddest thing you've ever seen, the strongest warriors in the world, brought to their knees, by unshakeable fear."

"Well, I think its cuz you're some kind 'a coward."

Mephilzo turns his eyes to see Applejack, she look straight into his pupils without a blink. He then says, "Why aren't you trapped in a mental hellscape of your own design. Did that house I threw you into shield you? Because that would be stupid."

Applejack spits out a bit of blood, "Nah, nothin' like that. I'm sure you've noticed that me and Fluttershy are a little different from you thought you knew about us. When I was trainin' I learned how to use a power within me connected to my Element, Honesty."

Mephilzo stares but instead of condescension, he is intrigued. "I'm all ears, earth pony, do tell me how your 'Honesty' works."

"Well you've already activated the first part, 'Long Tongued Liar' cuz I caught you puttin' my friends in an illusion. the second part is," she stamps her hooves down as an orange shockwaves rolls through the ground and hits each of them, much to Mephilzo's curiosity, the darkness in all their eyes clear out and they snap out of their trance. "'Dark to the Light', I can break through any of yer illusions and get my friends out too." Mephilzo then asks, "Interesting. Also, I can't seem to move, am I affected by your Honesty?"

"Yep, that's part three, 'Cut You Down', the gravity of your lies are 'bouta fall on you like a thousand apples fallin' on yer head, instead of apples though; you're gonna get staked to the ground like a tent at a campground." As AJ says this a large spike of light pierces Mephilzo's arm, this time he yells out in pain, bearing his teeth, AJ still continues, "just to let you know, you evil bastard, you ain't gettin' outta that. That spike it as strong as your illusion get so comfortable."

Mephilzo then starts to yell, as he grips the stake, and tears his own arm off, then shatters the paralysis, Applejack looks on in horror as he grabs his severed arm and it attaches itself with black tendrils, "It was very impressive, very much so, but it simply annoyed me when it hurt. It made more sense because it was my own power hurting me. I say you gave a commendable effort."

But then he gets sucker punched by Fluttershy, which moves his head back, Fluttershy's eyes are giving off an emotion of sheer justified anger. "That stung. An unexpected turn of events, I believed you to among the insects that could never hurt me." Fluttershy silently goes into a spin kick, the force makes a shockwave and sparks fly. Mephilzo pushes her back with outward flare of black energy. "You know what Fluttershy, since you my personal favorite pony, I want you to hit me with your strongest attack, I'll stand here, and I'll take it."

Fluttershy then looks him up and down, "You are going to regret ever stepping foot in Equestria, mercy is off the table, I considered only defeating you. even after all of the horrible things you caused. That changed the moment you showed me my family dying in the attack you caused. My element is Kindness, I use it to take people's pain away. I can heal people and make them better. In a fight, pain tells you where you're hurt so it'll throw you off. With this next attack, your end is going to be painless."

Fluttershy warps a few hundred meters away, Canterlot Castle looming behind her, she yells, "Everypony get out of the streets!" Applejack and Silver help Sonic up, and they all get to relative safety in the air.

Then Fluttershy holds both of her hooves to the sides as her golden aura condenses around her, she grits her teeth, and her pupils disappear. Faint signatures of visible energy start blinking in each hoof. Lighting stars ripping through the cobblestone and making lines of fire on some thatch roofs. Mephilzo grins widely, "That! I can feel this attack in my being! I didn't know you were capable of this power, Fluttershy! Release your energy!"

In a quick motion Fluttershy's hooves come together as a very visible ball of energy starts to form. Sonic's eyes, widen, and he yells out, "Fluttershy, that could destroy the whole planet, what are you doing?!"

The ball of energy completely solidifies, then she yells, "Final…" Mephilzo smiles with glee as he is shaking in anticipation. Then Fluttershy vanishes with a Chaos Control. Mephilzo then looks down and feels the heat from this energy at point blank, his eyes are wide in genuine surprise. Fluttershy then yells out , "Kindness!" a bright golden light consumes Mephilzo's whole body, the beam is as wide as a house, and it sheers upward spanning for thousands of miles into space. The ground rumbles all across Equestria.

The smoke billows into the sky, Sonic, Silver, and Applejack are all flabbergasted, Fluttershy breathes heavily. The smoke clears as Mephilzo stands there, with half of his chest and head burnt and destroyed. He speaks in a strained voice "How… could I let this happen?"

Then Mephilzo smiles and speaks without an ounce of pain, "I mean I had so much time to move." He instantly regrows his torso. "Final Kindness is a very interesting technique name. Was this your last move? Do you feel as if you've hit me as hard as you can?"

Fluttershy trembles as beads of sweat drip down her chin, she mumbles, "That was… everything I had." Her super form flickers as she tumbles to the ground.

As Mephilzo approaches her he gets pelted in the back by projectiles from Sonic and Silver, Applejack even tries to punch him from every angle she can but to no avail. Mephilzo delivers a neck chop to Applejack, grabs her by the back of her mane and throws her to the side. Then he stops, swipes at the air in Sonic and Silver's direction. They both get three slashes across the chest from some unseen attack, and they both are stunned in pain, while Mephilzo looms over Fluttershy.

"I'll make you see a true hell."

He places a palm on Fluttershy's forehead then grips tightly as they both chaos control to the moon in a second. Fluttershy pushes Mephilzo off of her, backs up and fires a volley of energy projectiles. Mephilzo appears in her face and punches her, blood splattering on the ground, he gets low and uppercuts her then holds her up with her mane. She stares Mephilzo in the eyes, one of her eyes now swollen and black.

"Fluttershy, how long can you keep up that super form? You know that form is the only reason why your blood isn't boiling and why you can breathe, right? At least in space." Mephilzo drops her to the ground, then looks up at Equestria, "Look at how beautiful this view is." Fluttershy looks up and sees the entire planet, her eyes widen to see a spreading and growing darkness with dots of light interwoven in the darkness, this darkness spreads its tendrils across the continent. "I hope that those disappear after Twilight is killed, it would ruin my whole aesthetic."

Before Fluttershy knows it, Mephilzo holds open his palm and generates a black ball of energy. "One down nine to go." He says as he fires a beam at her.

She tightly closes her eyes, then she opens them to see Shadow struggling to hold back the blast. He looks back at her, "Get up! Come on Fluttershy, you've come so far!"

Fluttershy perks up, she activates her element and heals herself, then she puts her hooves on the blast, and with their combined strength, they divert the attack. Fluttershy's form flickers again. Shadow then says, "I'll handle this. Let me send you back to Equestria." Fluttershy weakly nods, her form about to give out any minute. Shadow chaos controls her away, and she reappears in Canterlot as her super form fades, and she collapses from exhaustion.

Mephilzo then laughs, "Well! A surprise appearance from the ultimate life form himself! Oh I have to see how you've improved."

As Shadow stands there he snaps his finger, as Sonic and Silver appear to his left and right.

All three of them have the same glance of anger.

Before Mephilzo can say another word, he gets crushed between two massive moon rocks by Silver, as Mephilzo holds the two rocks apart, he sees Shadow flying with two Chaos Spears, "Well now 'Mephilzo'. Hope you're ready!"

He throws both spears, they pierce Mephilzo's elbows then explode. As him arms buckle , Mephilzo is slammed between the rocks. As he charges up and shatters the rock, Mephilzo sees Sonic spinning, charging his Homing Shot from before except instead of just ten, there is now a wall of hundreds.

Sonic then holds his hands forward and says, "Super Homing Shot!" then all the orbs starting streaking toward Mephilzo, they each crash and explode into him this time knocking him around. Actually causing real damage.

As the grey dust clears, Mephilzo regenerates but he has an annoyed look on his face. "It's like fighting a group of freshly spawned mosquitoes. I guess I need to show you all what I'm capable of, then maybe, if this doesn't kill you, you go back to Mobius and wait for me to kill you!" he places a palm to the ground of the moon. Then as he charges energy into the moon, the ground starts breaking apart, geysers of black energy explode out of the ground. Then he explodes the ground in a burst of dark power.

The moon of Equestria cracks and fractures then their moon explodes in its totality. The shockwaves make the planet rumble yet again. Silver creates a forcefield around himself, Sonic and Shadow. Mephilzo tears through the forcefield, and grabs Silver by the neck, but Sonic and Shadow both go in for the assault. Mephilzo throws Silver at Equestria as hard as he can, before doing the same to Sonic and Shadow.

The three hedgehogs slam into the ocean hard, the three of them float above the water, as Mephilzo appears before them, he steps on the water. Then his eyes scan the three of them. "Still alive and kicking? Good."

Before he can attack, he feels an intense presence appear behind him. he smiles to himself.

"So the princess of friendship deigns us worthy with her presence." Mephilzo says, dripping with sarcastic malice, as a furious Twilight Sparkle is behind him. she then yells out, "Mephilzo. Give back the Elements, now!"

"Let me think about it. No." he holds up his palm at Twilight, who shoots Mephilzo with a paralysis spell. As Mephilzo is slowed, Twilight says, "We have to go to Canterlot now! The rest of us are there and we need to come up with a plan!"

Sonic, Shadow, and Silver nod then teleport off to Canterlot with Twilight.

For a full minute, Mephilzo was paralyzed, he looks at his hand then balls it into a fist. "If Applejack's ability is Honesty, Fluttershy's is Kindness. Then Twilight's element of Magic may be quite dangerous." Mephilzo says as he looks down see a group of Sea Ponies looking at him. His frown deepens as he aims a blast down, it explodes and spray water and blood everywhere. He teleports back to Canterlot as the water turns red.