Rarity, Applejack, Pinkie, Rainbow Dash, and Amy are still in Canterlot as they see Fluttershy come around the corner with a grim look on her face and her hooves covered in blood. Rarity then says, "By Celestia are you okay? That brute has some nerve hurting you like this." Fluttershy nods, "I'm fine but… speaking of Celestia," She then relays all the information she learned while in the city, the two evil hedgehogs, their fusion and that they trapped the princess. "Shining Armor was the one who told me… but I tried to heal him. I lost my super form." Fluttershy's eyes well up, "So I- I couldn't stop his bleeding in time."

Applejack comforts Fluttershy, "It's not your fault, sugar-cube, it's that evil bastard we got runnin' amok. I don't want you gettin' hurt, so get on somewhere before he comes back." Fluttershy nods and flies off, sad that she can't help but knows she'll get in the way. Rainbow Dash then says, "Sure hope everypony who could, got outta here before all this happened."

Twilight then appears in Canterlot with the three hedgehogs, she looks around and feels a pit in her stomach. "This place looks so much worse than I- Wait where's Shining?" she sees her friends' sullen eyes, none of them can make eye contact, as Applejack then says it, "Twilight… he's gone."

Her eyes grow wide, "Maybe your mistaken, maybe- maybe he's-" Applejack then says softly, "No. Twilight, sugar. He passed on. I know it's hard, but if we don't get it together now. There are going to be a lot more funerals."

Then they hear a cold and sharp voice appear in the city, "Yes Twilight, though I think with all the corpses I'll make, I may abolish funerals in the future." Everyone looks at him, as he carries the decapitated head of a random unicorn by their horn, he tosses it on the ground in front of the nine heroes. "Saw this one on the road. Alone."

As Mephilzo grins he sees Twilight turn all the way to look at him, "You kill so senselessly."

Mephilzo sees 9 of the heroes then looks left and right, "Speaking of 'kill' where is Fluttershy, is she already dead? Or is she hiding somewhere?" but then he stops himself, "Oh it doesn't matter, she isn't even super right now so her presence is irrelevant." He then opens his arms, "Everypony," a reverberation of darkness highlights his form as every emerald he's stolen appears orbiting around him with the two master emeralds at his feet, "I want all of you to bear witness to the end of all light in our reality, because of such a joyous occasion for those of us in the dark. I will grant all of you the knowledge, my reasoning in the same way my half, Nazo, once did." Then he grins wider, "First, will be something to think about, why did I just summon the very artifacts that I want to destroy? Well, I cannot turn Chaos Emeralds into Super Emeralds, that is something only Sonic and Shadow have demonstrated. So, how else would I turn Hyper?" The chaos emeralds and the element emeralds turn black as he transforms one last time.

As his body erupts with energy, most of the city crumbles, including the castle, Fluttershy flying in the air gets blown backwards as she cannot keep flight while he's powering up. The spire of energy is so dense that light starts to bend around it. His whole body flashes with rainbow colors, that are turned pitch black. His fur turns stark white, the jagged crystals on his quills fully enclose them, his clawed hands are also now made of black gemstone, but they are just as flexible as before, the black gemstone encloses his arms and legs, his shoes have now turned black and white.

He breathes out, darkness rises out of the corners of his mouth. He looks at Shadow, as he stares at him, everyone sees a slash appear down the right side of his body, the wound is deep and spurts out blood. The attack also makes a deep slash in the ground that stretches past the castle. Everyone turns but before anyone could catch Shadow while he's falling, a black blur, grabs Sonic by his head and grinds it against the ground, then Mephilzo grips Sonic's head tighter, his bladed fingers digging into Sonic's flesh, making blood pour down his head, as Sonic tries his hardest to get out, but he simply drops Sonic.

Sonic hits the ground with a thud at the same time Shadow does. Sonic then points while trembling in pain and says, "How- how the hell are you still fused. Fusion can't last this long, especially in a Hyper form."

Mephilzo then says, "My halves are barely physical entities, when I'm born its indefinite, my halves can fuse and unfuse as many times as they want. Though I think starting in my super form was a little mean. being in my hyper form, which I call Perfected Mephilzo, is my way of showing that I will never do half-measures ever again."

Sonic rises to his feet, "Then tell me why. Why are you doing this? Why hurt people on two different worlds, ruin families, What the hell did any of these people do to you!?"

Perfected Mephilzo's pupils turn to slits, "Why? This is because my halves hated you, Shadow, and Silver, more than anything and it evolved to hating everything that draws breath." He bears his teeth, "In the void, my halves leaned on one another to survive. Floating in endless darkness, they found a facility created by Dr. Ivo Robotnik. He discovered the Void a long time ago. He used it to store his spare bodies, offload his servers, but most interestingly, to spy on good old Equestria. Seems the Doctor wanted to know what this world was like and how his brother coped, but he too discovered how thin the veil was there. He created drones, sent them through homemade portals and now they are littered everywhere on this planet, constantly recording. Some are flowers or bees or birds. He filmed years of footage. But he abandoned the station when Colin was killed by Timberwolves."

Mephilzo opens his arms, "When my halves arrived, they decided to explore the facility. They found the footage. Before they watched the recordings, Nazo suggested they try something. That was when I was born. My birth caused a cascade of negative energy to rock the Void and by extension the Chaos Force as a whole. My birth is what sent 'Kilo' on his rampage, Ivo just turned him on at the wrong time. As a special measure we destroyed all of his spare bodies except one. When his consciousness transferred to it, we already mutilated it."

Mephilzo clenches his fists, "My halves watched every hour of his recordings, watched this world, every event in your life, Twilight Sparkle." He says pointing at Twilight. "Your lessons about friendship taught my halves something. Friendship is not just magic. It is power. Mephiles and Nazo became as brothers for the progress of their plans. I tortured Robotnik, made him teach me how to make his machines. Constant experiments on sentient machines, driven by bloodlust, arrogance, deceit, or zealotry. I defiled order and created life from emotion, metal to flesh. After I kill you all and mount your heads on pikes. I will recreate my children, exit the dark veil I made on this planet, shatter every star and watch Equestria slowly die in the cold. I will experience freedom."

Then Mephilzo jumps off the building he's standing on, blazing through the air towards the group, then the real battle begins.

He flies at Rarity first, and uses his claws to tear her throat out, as Mephilzo turns to do the same to Pinkie, he feels his own throat burst open spewing blood everywhere, as Rarity donates her injuries to Mephilzo. He regenerates as Rarity makes a shield around herself. Rarity's wide eyes quickly become fierce. The Mobians and ponies try to overwhelm him, all of them trying to punch him, as he takes punches parries them or tosses them aside, continuously moving as he evades their blows, then Amy jumps over them with her hammer, he blocks the attack and the assault from all the ponies cease. Amy teleports away with a smirk as Twilight charges a ball of energy on her horn of considerable size, she unleashes then releases a massive blast, screaming out in rage as she fires it. Mephilzo swipes his flattened palm downward and cuts the beam in half.

Then he feels Silver grab him with telekinesis, he turns fully to show that he is not being held down, even when Silver uses both of his hands to increase the gravity to a mountain flattening amount. Mephilzo fires a concentrated beam at Silver. Applejack pushes Silver out of the way. Silver nods at AJ in thanks. Mephilzo grimaces, as he says "Numbers." He then fires a volley of beams from the tips of his fingers at AJ and Silver. The beams obliterate whatever walls and buildings are left. Rainbow Dash tries to kick Mephilzo in the head at lightspeed, then she feints over and over, her after-images being left behind as she backs away then comes back. When she lands a kick, he doesn't budge she grimaces and stands next to Twilight, "Twi, what's your plan?" She looks over at Twilight who is staring only at Mephilzo, "Twilight!" Twilight looks over, then eyes the drained Element Emeralds and Chaos Emeralds.

"We'd need to recharge the emeralds, but… I don't know if he'll give us a chance to." Twilight mutters "We need to buy time somehow."

Rarity then appears next to Twilight, "I have an idea myself, I could someone my chaos energy, make them 'Hyper' as it were. That is if that would even work."

Twilight nods her head, "It could work, you should try it, Rarity. We don't have much to lose."

Mephilzo notices them talking and aims a palm at the trio, he fires a city leveling attack. Their lives flash before their eyes as Sonic jumps in front of the blast. Rainbow yells out "Sonic, no!"

The smoke starts to swirl around Sonic as he stands still, blood dripping down his legs and onto the ground forming into a puddle, Sonic clenches his fists, "That will not be enough to kill me! As long as I'm on my two feet," rainbow colored static starts to travel up his body, "You aren't gonna hurt my friends. I'm gonna make Equestria safe, drag you back to the void, and wipe both of you off the map, like I did before." his whole body shifts from gold to rainbow, as he yells out and focuses his energy, his fur turns white.

Hyper Sonic then shows himself as he says, "Now, how about an emerald-less Hyper form. Copy this." He spins and spins and takes over then takes off, Mephilzo grabs Sonic by the face, but Sonic breaks out of the grip and fires a Cross Slash at Mephilzo's back, knocking him a little off balance, Rarity acting on instinct looks at Rainbow Dash, "Dash, darling, I'm going to give you, my energy." Rainbow looks over at Rarity, "What, you should give it to Shadow, not me."

"Dash trust me, Shadow will be fine. I trained with that hedgehog for a year but Sonic needs backup now." Rarity then powers down, donating her energy to Rainbow Dash.

Rainbow Dash then erupts into rainbow colors, her mane constantly shifting colors with the new energy, her hoofs are also shifting rainbow colored. Hyper Rainbow Dash looks over to Rarity and nods, then she rockets upward she rams herself into Mephilzo like a drill, while he doesn't budge, she then channels a build-up and static electricity, and blasts Mephilzo with a beam of rainbow lightning.

Sonic and Rainbow Dash stand next to one each other as Mephilzo dusts himself off. "Rarity is becoming a real problem; I wasn't expecting her to be so vital to this operation." Mephilzo then notices that all the Emeralds are gone, his eyes widen then looks around and sees Silver, holding every stolen gem.

Silver moves all of them to Twilight, but as he does this Mephilzo flattens his hand, then Super Chaos Controls behind Silver. "You are also getting on my nerves, pest! I should have sent you back to the future before blocking off the timestream. Now die." then he pierces through Silver's chest with his claw, everyone gasps as Silver's eyes grow wide, then they dim, as his Super form fades. His body falls from where he was floating and hits the ground with a thud, blood pooling around Silver as he fades in and out of consciousness and struggles to breath.

Shadow sees Silver's body, as he pants from his own pain. Shadow grits his teeth, "No! Damn it!" he yells out, as he does this, he coughs up more blood as he rests an arm on Applejack, she looks at Silver and tears up, she then says "No, not him."

Shadow's energy flares up as he stands up straight, stumbling a little, blood in his teeth he yells up to Mephilzo, "You think you can play god? Take lives? Destroy whatever you want?" his gold fur starts to spark with rainbow static, "I made a promise a long time ago, to someone dear to me, that I would protect the world she loved so much. You won't lay a goddamn finger on anyone else I care about." His fur turns rainbow as he too becomes Hyper without the emeralds. "I'll put my life on the line to put you down." Though in his Hyper form his severe injuries are still there.

Mephilzo looks down at the three Hyper form beings. "Oh great they're multiplying."

In a burst of coordination, the three charge at Mephilzo, Sonic and Rainbow starting flying around him making afterimages with their speed, as Mephilzo is distracted, he feels his torso get pierced by four chaos spears, he winces in pain as they all explode.

The holes are about to regenerate as Sonic continues a rush down, swinging punches and kicks to distract Mephilzo from healing then Rainbow Dash helps with Sonic's high-speed blitz. Mephilzo dodges a few blows, but he still gets bashed around by a few jabs. Sonic hits him with a liver punch, then spin kicks him, Mephilzo gets knocked off his feet, as Shadow flanks with Sonic and Rainbow and starts punching him in the back, Mephilzo tries to react, but gets kicked in the face by Rainbow. Mephilzo rights himself, grabs Sonic by the neck and they start flying above the Equestrian landscape, Mephilzo starts grinding Sonic's back into the ground, Shadow, and Rainbow fly next to both of them. While pushing him he starts slashing energy at the both of them like swatting away flies, but they both outmaneuver the attack as Shadow grabs Mephilzo's hand to stop the attack, Sonic then kicks up of the ground and headbutts Mephilzo in the side of the head.

Then Rainbow shoulder slams into Mephilzo grinding him face first into the ground, Mephilzo spins around and his eyes glow, yelling "Revelations!" stunning the three of them with horrific imagery, though they still keep flying, Mephilzo holds his hand up ready to fire a blast, until he hears, "Oh no you don't!" from Applejack as he's stopped in place, he sees Applejack, Pinkie and Amy blazing a trail to him.

He is a second from breaking free until seventeen spikes of light come down and pierce him, he yells out in agony and anger as they all explode, his upper torso and legs are nearly blown apart, until he forces them back together. He looks up angrily at Applejack, then raises a hand to the sky, then the darkness in the sky warbles as he yells out, "Leviticus!" then he pulls his hands down as building sized spikes of black energy rain down from the dark sky, they pummel the ground localized entirely on Applejack; but she starts breaking each of them with a swipe from her hooves, before they can overwhelm her, Amy and Pinkie help defend her. The three hyper formed heroes surround Mephilzo again.

In Canterlot Twilight does her best to try to recharge the emeralds, but to no avail, Rarity and Fluttershy try their best to provide Silver with first aid, but the wound is too severe, and he has but moments to live. "Why isn't this working? Positive emotions recharged them before! What is the problem here?" her brain moves at a million miles a second, until she comes to a rather bleak theory, "We've used them so often. For months upon months. They're exhausted but ponies are going to die if I don't do something."

She then looks into the White Master Emerald, and she feels a pull from within herself. As she hears a mantra repeat in her head almost as if something form long ago, echoed within this emerald's memory.

'The servers are the six elements.

Chaos is magic.

Magic enriched by the heart.

Friendship is the magic that unifies the chaos.'

Twilight focus, she sees her brother, all of her friends, Spike and Celestia as her eyes turn white as her mane flares upward with power, then the Elements Emeralds grow in size and transform into Super Element Emeralds, brimming with new power. Twilight looks at the new emeralds in awe. Then she feels the clashes in the distance, and looks at Fluttershy, "Fluttershy, go Hyper and heal Silver quick. I'm go out there and help."

Twilight then absorbs a portion of the energy from the emeralds, her body glows rainbow like the other Hyper forms and her coat also turns stark white but her mane, becomes her base color, but deeper, and it flows like the other Alicorns' manes. She looks over at Silver, then off in the distance and whispers, "Rest well, Shining."

Then Hyper Twilight Sparkle teleports into the fray.