My Little Pony: Equestria Girls - Sodor on Vacation

by Reptisaurus King

Sir Topham Hatt has let all of his engines, minus the bad guys, to have a year vacation off of work, the same time Principal Celestia has let all of her students take a year vacation off of school. All of Sir Topham Hatt's engines along with the Mane 7 and Starlight are about to have the best summer of their lives. Will their vacation be the best they ever have?

95. Alliance Travels to Canterlot

My Little Pony: Equestrian Girls/Sodor On Vacation

Disclaimer: I don't own anything MLP EGs and Thomas and Friends related, all those two go to their companies that own them. Also, borrowing some elements from LPFanfic's stories, credit goes to him or her, so expect those.

Season 6: New Face of Villainy

Episode 8 (90): Alliance Travels to Canterlot

It was a busy and relaxing day in Canterlot, after the big event in Canterlot High, their Sports Day, everyone is relaxing and having fun doing their everyday things in town, whether shopping, talking with friends, on dates, etc., but the Rainbooms, Shadowbolts and Steam Team were in the ice cream parlor having a nice and cool treat after everything they've been through during Sports Day.

Applejack: Ahh, now this, this is a refreshing treat after an exhausted and sweaty Sports Day.

Rebecca: Yeah, you had me at sweaty and exhausted. Phew!

Thomas: But we did have fun in the end, can you believe us, competing in all these sports activities, now that's a really good hobby either of us could exploit.

Edward: That is intriguing, Sour, I know you girls competed in the Friendship Games before, any sports hobbies you like to take part in.

Lemon Zest: Me and Sunny do like to take part in a little roller skating.

James: You girls are lucky, I still sometimes struggle with roller skating, and haven't mastered it, but Rarity is there to help me perfect it on some occasions.

Rarity: (Chuckles) Oh James my darling, you really know how to make a girl blush.

Nia: I, uhh, wouldn't mind taking a gander at roller skating, though I don't know if I'll be good at it.

Sunny Flare: Hey, don't fret Nia, you have me, Lemon, Pinkie and Rarity there to help you out if you're having trouble practicing roller skating.

Pinkie Pie: You said it Sunny, you have the four of us there to teach you.

Nia: Thanks for the vote of confidence Pinkie.

Fluttershy: I know me, Applejack and Sour are partial to some archery.

Applejack: You said it Fluttershy.

Emily: Honestly, I really appreciate you three in helping us master archery back during the games, it really makes me like the sport even more.

Sour Sweet: Don't sweat it Emily, and if you feel like wanting to do archery, just hit up the three of us and we'll go to some archery training grounds and fire away.

Emily: Thanks for the suggestion Sour.

Edward: I do wish I was any better at the bowling event.

Twilight Sparkle: Hey, you're not the only one, I wasn't as good at archery until Applejack helped me out during the Friendship Games.

Sour Sweet: And I'm sorry for getting angry at you for trying to hurry up, it's force of habit.

Twilight Sparkle: Water under the bridge Sour, we're friends now.

Sour Sweet: Thanks Twilight, I appreciate it.

Sunset Shimmer: I do love motocross, and love racing against you guys, Indigo & Sugarcoat, even though it's not in yesterday's Sports Day, but it was fun during the Friendship Games.

Sugarcoat: Yes, motocross was fun.

Indigo Zap: Yep, especially when I race with Rainbow Dash, we just zoom across the dirt road.

Rainbow Dash: (Laughs) You said it Indigo!

James: I was considering motocross but…

Thomas: You A: Rarity already got you a ride, that red car, and B: you have a tendency to go way too fast and crash into a lot of things. Like the time your brakes failed and didn't bother to have them checked and crash into Tidmouth Sheds.

James' face turned red remembering that moment.

(Flashback: James' brakes weren't working so he was told to get them fixed as he heads to the Steamworks. Unfortunately, being his usual self, thought they fixed themselves and went back to his daily duties. But when he encountered Rosie again, who's red now, raced her, until he goes too fast which makes him a runaway. He's going too fast he can't stop himself until he crashed into one of the berths in Tidmouth Sheds.)

The Steam Team laughed at James's mishap, but he doesn't like that.

James: Don't you ever mention that again.

Indigo Zap: Anyways, let's get back to sports talk, because we had Emily taking an interest in archery, and Nia at roller skating. But, I want to know what you three think of what sport you want to take a gander at.

She was referring to Henry, Toby and Percy.

Percy: Hmm, after every sport we've seen, I'm thinking either tennis or badminton.

Sunset Shimmer: Interesting, what makes you think that?

Percy: Well, cause of the thought that Thomas got to play badminton, that I want to join the fun.

Thomas: (Chuckles) Oh Percy, of course you can join in.

Percy: Yes!

Henry: I wanna see if I can try doing basketball, that seems like a fun time.

Sunset Shimmer: You are right in that regard Henry, and Rainbow is knowledgeable of the sport.

Rainbow Dash: You name it and I show it to you.

Toby: Hmm, I wonder what sport I can try.

Sunny Flare: Maybe you can try the swim team.

Toby: Wha, me, swim?! Oh, I don't know, I might sink rather than float.

Sunny Flare: Did I say something wrong?

Toby: No, no, it's not your fault Sunny, let's just say, I nearly had a drowning experience happened to me once.

Indigo Zap: Wait, is this about that flood thing you were telling us about.

Toby: Yes, I believe you all know the story.

Sugarcoat: Vividly, it's a miracle you survived this experience, courtesy of Percy and Harold that saved you.

Toby: And I commend them for saving my skin, if it weren't for them, I would either be wrecked or sunk.

Percy: (Chuckles) Hey, you're our friend Toby, we never leave you behind.

Toby: And you always will be my friend Percy.

The two fist bumped until they hear a familiar voice.

Starlight Glimmer: Well, looks like I'm a little late for the party.

Thomas: Heya Starlight.

Sunset Shimmer: Hey, so what brings you here?

Starlight Glimmer: Just wanted to see how my favorite two teams are doing after their sports.

Gordon: We're holding up just fine Starlight, thanks for asking.

Thomas: Umm, not to be off topic but, is it weird that Cinch just happened to show up at the bowling event.

Rainbow Dash: Yeah weird, you think a lady like Cinch just happened to know that Sports Day is going on, let alone showing up out of nowhere.

Applejack: She is one weird lady that's for sure.

Rarity: And she is just as rude as ever when she was at the Friendship Games, ugh honestly, I don't know why she's back.

James: Oh, and you know what the worst part is!

Henry: She called us intruders, what?!

Gordon: That's disgraceful!

James: Disgusting!

Henry: Despicable!

Edward: She did call us that, and that really grinds my gears.

Percy: Honestly, just dump her in prison for all I care, I can't stand hearing that witch!

Thomas: I too feel your resentment and hatred to Cinch, my friends, that is most dishonorable.

Starlight Glimmer: Whoa Thomas, since when have you become more whimsical.

Thomas: As leader of my team, I have to show my friends a simpler way to defeat our enemies, it's not about the power, the glory, the fame, the attention, it's about us making a stand and showing the world what we're all about. As leader, I have a duty to fulfill, to protect my friends, Sodor, Equestria and Canterlot, from all matter of enemies, and I can't sit idly by and let some former school head honcho tell my friends that they shouldn't be welcomed.

Rebecca: Whoa, I never hear Thomas talk like that before.

Sunset Shimmer: To be honest Rebecca, nothing surprises me with Thomas around, (Sighs) his words really attract me to him.

James: Ugh, get a room would you.

But Sunset knew James was only joking as the entire group laughed, all is good for them until…, they hear a loud explosion.

Twilight Sparkle: What was that?!

Sugarcoat: It's coming from over there, right by your school.

Applejack: Again?! Ugh, how many times do we have to fix this building.

Indigo Zap: But wait just a second, what even caused this explosion to begin with.

Fluttershy: A gas main maybe?

Toby: No, if it were a gas main, we would see a pipe and a big crater.

Henry: Wait, you don't think that it could mean…

Thomas: Diesel 10.

Sunset Shimmer: No way, do you really think he's here?

Thomas: To be perfectly honest, I'm not sure, but we all need to get over there and assess the situation.

Twilight Sparkle: Thomas is right, we need to help the town and stop whoever is trying to destroy it.

Sunset Shimmer: Well, we are the Rainbooms and the Steam Team, so let's go save the town.

They all agree as the group raced off to Canterlot to stop whoever decided to cause trouble. Meanwhile, a while before the explosion, the villains at the Castle of the Two Sisters were formulating a plan.

Diesel: Please, send me back there sire, I long for a chance at revenge, especially with that Thomas!

Class 40/Bowler: We all want payback against the Steam Team, not just you, don't count us out.

Splatter: Another chance would be most pleasing; we can do better.

Dodge: You sure we can Splatter; we didn't do so well when we were spying on Thomas.

Splatter: Would you shut up Dodge!

Arry: Honestly, you guys are just wasting your time, I think it's time we go instead of you lot.

Class 40/Bowler: Hey, you don't get to make orders around here, only Diesel does.

Bert: Hey, mind your own business Bowler, Diesel trusts only us two, while you three are suck-ups.

Suddenly, a purple lightning bolt struck the ground scaring the group as they turn to see Diesel 10, only he's infused with the Dark Gold Dust.

Diesel 10: Enough out of you lot, neither of you are going, so sit tight until you're needed for a mission of your very own.

Diesel 10 walked off, leaving the group with questionable looks.

Diesel: Who is he assigning a mission too anyway?

Storm King: Well, have you forgotten that Sombra is in town.

Diesel: Of course I know that Sombra is part of our army, I just don't trust him and his lackies to carry out this mission.

Cozy Glow: Almost looks like you guys are out of the job hmm.

Class 40/Bowler: Oh blow it out of your ponytail you pink Pegasi.

Truth be told, Diesel 10 is assigning a mission to one of his subjects as he walks to the other villains in the castle.

Diesel 10: Ahh, my loyal subjects, how's it been.

Timothy: Other than me skulking about the castle doing absolutely nothing is sickening to my stomach, I should be out there fighting Thomas and getting rid of him for good.

Diesel 10: I understand your pain Timothy, your time will come soon, until the perfect opportunity presents itself.

Timothy: Oh, and when would that be?

Diesel 10: Like I said, soon, don't question me any further understood?

Timothy: (Growls) Yes, master.

Midnight Sparkle: (Chuckles) He sure showed you.

Timothy: Oh shut up.

Queen Chrysalis: Lord Diesel 10, when do I get back to conquering Equestria, I've had it right in the grasp of my hooves, until the Steam Team and that wretched Thomas took it away from me.

Diesel 10: Patience Queen Chrysalis, the last pieces of my plan are moving into place, but we're still outmatched to our enemies in terms of raw power. If we're gonna be on equal footing with them, we need more outside help to join our cause.

Queen Chrysalis: How soon would that be?

Diesel 10: It'll take some time, but soon, everything will be in place.

King Sombra: So my lord, when will my subjects and I get to be fighting by your side?

Then Diesel 10 had a devious and brilliant idea.

Diesel 10: You've just gave me a brilliant idea Sombra.

Diesel: What sort of big idea.

Diesel 10: I believe it's high time we have Sombra and your minions go to Canterlot and show our enemies a taste of their power.

Class 40/Bowler: What?!

Diesel: Surely you can't be serious?

Diesel 10: Do you two, have a problem with that?!

Diesel: Uhh, n-n-no sire, but what if Hurricane, Spencer and Frankie decided to turn on Sombra and join our enemies.

King Sombra: Please, my magic and my control are far more powerful than what they're capable of, they should have no problem dealing with these foes.

Diesel: Well one of those foes is a freaking demigod, I'm sure your magic wouldn't compare to his might.

King Sombra: (Chuckles evilly) We shall see.

Diesel 10: Excellent.

Diesel 10's horn sparked and shot out creating a portal to the mirror.

King Sombra: It's a good thing Twilight and the rest of her friends are out on a mission in the Crystal Empire as of this moment, but when I get back, the Crystal Empire is mine.

Diesel 10: I can assure you Sombra, the Crystal Empire will be yours to command once you return.

King Sombra: Come along my friends, we have some guests to meet.

The three smirked as they follow Sombra through the portal, meanwhile back in Canterlot, Sombra leapt out of the portal as he powered up his hand and launched a dark fireball to the ground and exploded showing a lot of purple smoke as the black silhouette of Sombra is there blowing against the wind as his cape blows. Sombra smiled and looked around, and looking at his human form, sporting an amazing silver armor, a spiky crown with his unicorn horn as one of his crown's horns, and sporting a royal cape.

King Sombra: So, this dimension is different from Equestria, how interesting.

And just like magic, the Rainbooms and Steam Team arrived and see the smoke billowing from the impact zone that Sombra fired.

Indigo Zap: What do you want us to do?

Sunset Shimmer: I want you 5 and Starlight to try to get everyone to safety, I know you guys want to help, but it's way too dangerous considering we're dealing with a tyrant king from a different dimension.

Sugarcoat: Duly noted Sunset, come on girls, let's leave them to their superhero business.

Starlight Glimmer: Be careful you guys.

Thomas: We will Starlight.

The 6 girls ran off leaving the two teams to face Sombra. Suddenly, three more figures leapt out of the portal as their silhouettes appeared as the smoke billows. But as the smoke clears, Sombra is revealed as his henchmen, Spencer, Frankie and Hurricane.

- Frankie's human form has dark teal skin with long flowing pink hair that goes to her butt with some hanging off her face and having a navy blue streak, although it's in the way, she can actually see and it's not blocking her one eye, in her one ear, she has yellow circle earing, wearing a red tank top with the letters MSC with a navy blue jacket over it, the cuffs and inside are red, with the top of her shoulders are red with gray details, the bottom and sleeves have gold striping with the number 4002 on the sleeves, black short shorts with a gray belt bucket and red stripes on each side and black long boots that reach below her knee, with red bottoms, blue lacing and gray straps.

- Spencer's human form has grayish skin with black hair slick and styled back similar to Phoenix Wright, he wears a business attire like suit that's silver colored with a white long-sleeve shirt underneath, a black tie, gray pants with a silver belt buckle and black shoes with gray lacing that shine.

- Hurricane's human form has copper skin with yellow hair on the top and brown hair on the sides, wearing a black t-shirt with a swirling wind icon, like his namesake Hurricane, with a brown jacket over it, red and gray details on the shoulders and red cuffs, with the #20 on the sleeves, red pants with a black belt with a gray belt buckle, brown stripes on the outside and inside, and black shoes, red bottoms and brown lacing.

The girls and the Steam Team were shocked to see familiar faces as well as their newest villain, King Sombra.

Sunset Shimmer: No.

Thomas: Is that Sombra?

Sunset Shimmer: Yes, that's him alright, although he never traveled to Canterlot before.

Edward: He must've used that mirror on his first go.

James: Brilliant logic there genius.

King Sombra: So, this is this, human world Diesel 10 spoke of.

Spencer: Yeah well, doesn't look like much to me, almost looks like a bustling town much like that of Sodor.

King Sombra: Perhaps, but he did say of worthy foes for us to defeat.

Hurricane: Well, here's your answer, it's them.

He points at the Steam Team and Rainbooms as Sombra looked at them.

King Sombra: (Chuckles evilly) You mean to tell me, that these are the foes Diesel 10 was talking about, please, mere child's play.

Then Gordon see someone he loathes so much.

Gordon: Spencer!

Spencer: Ahh, well hello Gordon, long time no see.

Gordon: A long time is plenty for me, what are you even doing with scum like Sombra!

Spencer: Sombra offered me a good opportunity to be part of his conquest of the Crystal Empire, and later Equestria, and maybe Sodor if it comes to that.

Gordon: You wouldn't dare touch our home, you fiend, I will see to that!

Thomas: Gordon, wait!

Gordon lunged and slammed his foot on the ground sending a shockwave towards Spencer, Sombra brought out a magic shield protecting him, Hurricane & Frankie as he levitates them out of the way, as the shockwave slams into Spencer sending him crashing back onto the ground.

Spencer: (Groans, chuckles evilly) Well Gordon, I'm impressed, never expected you to have powers.

Gordon: They'll be more coming once I send you back to Sodor!

Spencer: Oh, I don't think so, now, it's my turn.

Spencer's body begins glowing a purplish aura as he smirks evilly towards Gordon.

Spencer: Prepare for a taste of my power Gordon, cause you're gonna feel it.

Spencer initiated his super speed and while time slowed down for the others, Spencer delivered a big gut punch on Gordon's stomach, he exclaimed in pain feeling the punch, until time resumed and was sent flying across the ground.

Thomas: GORDON! (Growls) You will pay Spencer!

Spencer: (Chuckles evilly) Oh, I'll deal with you Thomas later, but I have a score to settle with my rival.

He walked past the others heading towards the down Gordon, as he slowly tries to get up on his feet. Gordon groaned as he looks at Spencer walking towards him.

Spencer: (Laughs evilly) Well, what do you think Gordon, what do you think of my grand power, admit it that I'm always your superior. I'm faster, stronger, more intelligent and better-looking than you.

Gordon: (Groans) Not, in my soulless body, Spencer!

Spencer: (Chuckles evilly) Well, looks like you'll just have to die Gordon.

Gordon: You'll just have to, catch me first Spencer!

Gordon sped off, Spencer smirked and followed suite, leaving the others behind.

Rainbow Dash: Gordon!

James: Hold it Dash, we have them to still deal with.

King Sombra: (Chuckles) Well, I'm certainly intrigued by these "warriors", let's see what else they can do. Hurricane, Frankie, go out there and fight.

Hurricane: With pleasure.

Hurricane raised his hand as his body also glows in the purplish aura, as his magic enveloped a nearby car. The magic begins tearing the car apart as the parts levitate towards Hurricane's arms as the others watch. The parts begin transforming and enveloping his arms as well as making a makeshift armored vest with a canister apparatus on his back, which the canisters shot out tubes and connected them to his gauntlets. The canister's liquid glows red and orange as the liquid flowed through the pipes and stopped in channels in Hurricane's gauntlets, completely giving his lava gauntlets.

Frankie: Hey, I want some of this too, I long for a chance at revenge.

Frankie raised her hand as her body also glows in the purplish aura, as her magic enveloped a nearby motorcycle. The magic begins tearing the bike apart as the parts levitated towards Frankie's arm. The parts begin transforming and enveloping her arm making a chainsaw-like weapon in her arm, as well as the parts making a makeshift vest and on the back, housing a gauntlet motor connecting with wiring inside dense tubing as they travel to the gauntlet and attaching themselves to the gauntlet, as the chainsaw revs into life.

Rainbow Dash: You have got to be kidding me!

James: Can they even do that?!

Thomas: They certainly didn't do this; they must've been enhanced by Sombra's magic.

King Sombra: (Chuckles) Very observant young one, my magic did enhance my minions giving them impeccable amounts of power, observe.

Some of them looked over seeing streaks of blue and silver blitzing across town, as Gordon and Spencer resume their fight. At first, they were trying to avoid coming into contact with each other, until Gordon delivered a punch to Spencer sending crashing through a parked car, but quickly getting back up and kicking Gordon on the side of his face sending him crashing through a bus stop. Spencer resumed running with Gordon hot on his heels. Meanwhile, Frankie and Hurricane's gauntlets begin powering up, his lava gauntlets began sizzling and her chainsaw revs up.

Hurricane: Hey James, have a taste of some 2,200-degree lava!

The lava shot out of six nozzles in his gauntlets aiming towards James, until…

Rainbow Dash: Look out James!

James was pushed by Rainbow as they landed on the ground avoiding the lava as it splatters on the ground sizzling.

James: Whoa, thanks for the save Rainbow.

Rainbow Dash: No problem.

Frankie: (Laughs) Save the celebrations kids, here's a taste of my saw!

Frankie lunged for James and Rainbow, but they both rolled away just as the blade touches and cuts the ground in impact. She pulled the blade out and turned to them, just as James reveals his axe and Rainbow revealing her spear.

James: What's the plan?

Rainbow Dash: You take Hurricane, pigtails is mine!

Frankie: Bring it on, Rainbow.

The two separated as the two girls clash their weapons, Frankie's saw begins revving up again, and Rainbow jumped back, as she twirled her spear around like she's a ninja master.

Rainbow Dash: No way sister, you're not ruining my spear.

Frankie: Oh, I beg to differ.

She brought her hand out as it glows the purplish aura, as it wraps around the remaining metal that she didn't use, and flung the shrapnel towards Rainbow. She gasped seeing them coming towards her, so she used her super speed as well as her spear to dodge and deflect the shrapnel away from her. Frankie was surprised seeing her undamaged by her attack, as she laid back on her spear that's placed on the ground.

Rainbow Dash: (Chuckles) That all you got sister?

Frankie growled and raced after her as they continue the fighting, while James is using his skates to get away from Hurricane's lava shooters.

Hurricane: Stay still James, so that I can burn you.

James: Not a chance pal.

James leaped and is about to perform a kick attack at Hurricane, he put his gauntlets over him trying to protect himself. James kicked him as one of the skate's blade made a gash on his gauntlet and sent him skidding back. The two looked at each other and stayed, a standoff is occurring.

James: Hurricane, look at what you're doing here, why are you aiding this dark king?

Hurricane: Like I have any other choice fool, Sombra showed me great opportunities and promises that we can't even fathom upon it, if we do what he said, he'll reward us greatly.

James: But you don't even know if he might backstab you in the back, you're basically being used as a pawn.

Hurricane: Lies!

James: Deny it all you want, but it won't change the outcome, Hurricane, think about what you're doing. You and Frankie have been down this path before and we resolved it back at the Steelworks, don't you remember any of that.

Hurricane: Yes, we do, but we still held a grudge against you and Thomas for delaying our plans.

James: Then do the right thing Hurricane, stand down, and maybe just maybe, we can resolve this in a more peaceful setting, you and Frankie, and heck, we might have you join us.

Hurricane pondered on what James said, thinking if he's doing the right thing, and if Sombra really will backstab him. But in his mind, Sombra speaks to him.

King Sombra: (Telepathically) Tell me Hurricane, do you really believe him. If so, then I'll make an example of you if you betray me. So, I'll give you a choice, either you eliminate this fool or I shall terminate you for your treachery.

Hurricane is faced with a big decision, either join the Steamies or face Sombra's wrath. It seems like minutes until Hurricane lifts his head revealing green eyes with purple steam leaking out.

James: So, have you made your decision Hurricane?

Hurricane: Sorry James, but my revenge means so much more to Frankie and I, you have no idea how humiliating it was to see us defeated by you, Thomas and those experimental freaks. But now, I think it's time I make an example of those who foiled our operation, starting with you!

Hurricane fired lava from his gauntlets at James, but James being athletic from his training has dodged the lava as he leaps back, as well as doing some stunting as more lava is being fired.

Hurricane: Stand still, I'm trying to slag you!

James: Not a chance pal, not now, and not ever!

Hurricane growled and charged towards James, as they continue fighting. Meanwhile, the others were staring at Sombra as he looks on at them.

King Sombra: (Chuckles) I might as well amuse myself by exterminating you lot.

Sombra removed his shield as he levitated down to the ground, Sunset glared at him as she revealed her sword.

Sunset Shimmer: You may have arrived at Canterlot, but your visit will be short-lived.

King Sombra: (Laughs) How hilarious little girl, let's see if you can back it up.

Sunset glared and charged towards Sombra with her sword, she begins swinging her sword at him but Sombra smirked as he begins dodging her sword swings, which leaves her furious.

Sunset Shimmer: Stop dodging and start fighting!

King Sombra: (Chuckles) Okay.

He conquers up his magic as it forms a dark sword of his own, and as Sunset's sword swings down towards Sombra, he blocks her attack with his own sword.

King Sombra: That evens the playing field.

Sunset Shimmer: You don't know the half of it Sombra.

The two begin swordfighting, and while they're duking it out, James, Rainbow, Hurricane and Frankie were still fighting, as they avoid Hurricane's lava and Frankie's chainsaw.

Rainbow Dash: (Panting) I gotta admit, they're good.

James: Maybe too good! Whoa!

They dodged another shot of lava from Hurricane's gauntlets.

Hurricane: So, care to surrender.

Rainbow Dash: Oh please, we'll never surrender to the likes of you.

Frankie: Then you shall pay with your lives.

James: Don't count on it Frankie!

They continue fighting as Gordon and Spencer continued their blitzing fight, meanwhile Sunset and Sombra were still swordfighting before he activated his magic, it wrapped around Sunset's sword, he pulled her forward before he kneed her in the gut. Sunset exclaimed in pain before she braced herself with her arms after she collapsed on her knees.

King Sombra: (Chuckles) Impressive, but ultimately futile.

Sombra raised his sword ready to strike Sunset down, but she rolled across the ground before his sword collided to the ground. Sombra growled as Sunset gets up, only feeling a slight pain in her stomach.

King Sombra: You're a slippery little bugger are you.

Sunset Shimmer: I'm more than that Sombra.

Sombra was wondering how Sunset knew of his name, until he spotted the familiar hair color of hers. As Sunset charged towards him, Sombra activated his magic which froze her in place and that shocked the others. Sombra walked all around her, observing her, until he came to the realization.

King Sombra: Hmm, ahh, you were Celestia's former pupil.

This shocked Sunset and the rest of her friends wondering how did Sombra know of this secret information.

Sunset Shimmer: How did you know of this.

King Sombra: (Chuckles) Your name, Sunset Shimmer, is it.

Sunset Shimmer: How?!

King Sombra: (Laughs) You didn't know of this. Wow, you really are slacking. To tell you the truth Sunset, while I have been defeating the second time, my ghastly spirit has followed Celestia's trail. While I don't want to be caught by Celestia or the guards, I've gained access to Celestia's mind and find her saddened by her missing Sunset, unhappy and cross of you wanted to learn more powerful magicks, and hopeful for your return to Equestria. (Chuckles) Her despair tastes delicious.

Sunset Shimmer: That was years ago Sombra, but I've changed!

King Sombra: Oh, really now, well, times certainly has changed doesn't it.

Sunset Shimmer: And I know why you're back from your imprisonment.

King Sombra: (Chuckles evilly) Clever little girl.

Sunset Shimmer: I've heard about your ploys to take back the Crystal Empire, but now you can't, because Shining Armor and Princess Cadence rule it now, and when they hear that you're back, they'll be ready for you and they'll stop you no matter what.

King Sombra: (Laughs evilly) Yes, I do plan to take back the Crystal Empire, and this time, I'll target its source: The Crystal Heart. Without that, the empire will be lost in an eternal blizzard and I will once again, spread my influence all over, taking what's rightfully mine back. With the empire in my possession, I will conquer all of Equestria, take down Celestia and Luna and I will conquer the entire kingdom.

Sunset Shimmer: Oh, and what about the Elements of Harmony, hmm?

King Sombra: I'll destroy them first before my conquest of Equestria, without these artifacts, I can never be defeated.

Sunset Shimmer: Oh, you do realize the Elements are with Twilight and her friends.

King Sombra: What?!

Sunset Shimmer: That's right, the Elements are with your enemies, and it'll be time for them to stop you.

King Sombra: No they won't, because I will make sure they're dead before they can use them!

He blasted Sunset back which caused her to fall on the ground.

Thomas: Hey, (Growls), you'll pay for that.

King Sombra: (Chuckles) Oh really boy, well, let's see you and your friends deal with this!

He blasted a dark beam of magic at them, but Thomas and Rarity blocked his attack with their shields.

Rarity: Not today ruffian.

King Sombra: Hmm, this should be interesting.

Thomas: You have no idea, let's take him down!

The rest of the group charged towards Sombra as they begin their fight, without James, Gordon & Rainbow aided them, this will get a little harder. Twilight was swinging his spear at Sombra, which he effortlessly blocked each strikes, she attempted to stab him but he caught the spear with his hands.

Twilight Sparkle: What?!

King Sombra: Going up?

Sombra lifted the spear with Twilight holding it and threw her back which caused her to crash to the ground disarming her spear, but she quickly went back to her feet. Twilight's brows furrowed as her hands activate as her magic wrapped around a metal fence, she ripped some of it off to the ground and wrapped the fence around Sombra.

King Sombra: What?!

Twilight Sparkle: How do you like that, not so powerless are we huh!

She ran towards and kicked him in the stomach, which caused Sombra to crash to the ground. He shook his head to clear his senses.

King Sombra: Seems like there's more to you lot than I previously thought, but no matter, I think it's time I bring in my own aces.

He covers himself in an ethereal shadow, oozes out of the fence and becomes like a shadow monster cackling as he crawls towards Twilight, Edward and Percy saw this.

Edward: Twilight, we have to help her!

Percy: How, how do we stop him!

Edward: We just have to do what we can, follow me!

Percy is really not liking this, but he followed Edward. As Sombra continues crawling towards Twilight, until he was met by a barrage of firepower. He groaned and hissed as he turned towards whoever was firing at him, it was Edward and Percy as they continue firing their blasters at him. Sombra growled as he sent tendrils towards them. As they're about to pin them to the ground, they dodged as they pound the ground. They continue firing at the tendrils, destroying some, and dodging their attacks as they continue firing at Sombra.

King Sombra: You two are really starting to annoy me, time to dispose of you.

Sombra send more tendrils at them, and just like the last time, they continue firing at them, destroying it. Sombra looked towards Edward, and fired a magic beam towards him, Percy saw this.

Percy: Edward, look out!

Edward was still firing at the tendrils, until he sees the beam coming towards him. Just as he was about to dodge, the beam impacted the ground exploded beside him sending him tumbling to the ground. Percy now is shaking in his boots as he looks to Sombra materializing back to his human form, sensing his fear.

King Sombra: Mmm, your fear will certainly taste delicious.

Percy screamed like a madman and started firing barrage after barrage of firepower at Sombra. After what seemed like a minute, Percy opened one of his eyes and looked at Sombra which made him gasp. Sombra is littered with holes, but he just smirked, as he allows his powers to heal him.

Percy: But that's impossible!

King Sombra: Nothing is impossible when you have absolute power!

He fired a beam of dark magic towards Percy, but he shrieked and teleported away, which left Sombra surprised.

King Sombra: Well, that was a surprise.

Percy then reappears and kicks Sombra back as he stumbles back as Percy teleports away. Sombra wiped a bit of saliva that's on his mouth as he looks around trying to find Percy. Percy reappears again and hits him in the back and fires at him. Sombra cried out from being shot at, turned and tried to pin him with his arm but Percy teleported away before he can grab him. Sombra growled until he was kicked to the side which caused him to roll across the ground but going on all fours, until he gets up and fires a beam of dark magic but Percy teleports away again. This made Sombra really cross.

King Sombra: You insolent, little worm, I'll have your head up on a pike when I'm through with you!

This time, Sombra waits for him to teleport back in, just as Percy returned, Sombra encased his whole body in a magic aura.

Percy: Wha, hey, no fair, that's cheating!

King Sombra: Cheating? (Chuckles evilly) That's just how I roll.

Sombra grabbed Percy's frozen body and threw him towards the statue base until he smashes into it which damaged his back slightly as he collapses onto the ground in pain.

King Sombra: That should take care of you.

That's when he was sucker punched by Applejack as he staggers back before being punched again and falling near a roadside bench. Sombra looks at it, gets up, grabs it and wretches it out of the ground wielding it like a weapon. He attempted to smack it at Applejack but she caught it with just her one hand.

Applejack: I don't think so partner.

Applejack grabbed the bench and starts spinning around with Sombra still attached as she spins around like a top before throwing Sombra with the bench towards a large tree which Sombra crashed into it and broke it in half as he crashes to the ground with the bench on the ground as well. Sombra groaned as he tried to regain his senses, he looks over at Applejack who cracked her knuckles.

Applejack: Care to surrender now Shadow King.

King Sombra: I never surrender, to the likes of you!

Sombra lunged towards Applejack but she backflips a couple times before looking at him.

Applejack: Missed me.

King Sombra: I never miss, besides this farce is over!

His arm is encased in his magic aura as it completely surrounded Applejack, sapping her of her strength.

Applejack: What the!

King Sombra: Now, freeze!

Sombra froze Applejack in place, leaving her to still talk and express emotions, he then brings his arm forward which brought Applejack towards him before he sucker-punched her in the gut causing her to exclaim in pain. The aura wore off and sent Applejack into another tree as she collapses onto the ground.

King Sombra: There, that takes care of her.

Emily: But how about me!

Sombra leapt back just before Emily did a strike at him.

King Sombra: (Chuckles) This is just too easy.

Emily: I doubt it'll be easy Sombra!

King Sombra: Well, if you're sure, (As he conjures up his dark sword), then fight me!

Sombra and Emily charged at each other, Sombra waved his sword dispelling an energy wave, Emily saw this and leaps over the wave, rolling forward before the swords clash together. The two engage in a climatic sword fight, sparks flying and metal slashing. The two clash their swords as they stare face to face.

King Sombra: You know, you could make a fine sorceress to join my conquest of Equestria.

Emily: Never in a million years!

King Sombra: So be it.

They continue clashing swords, until Sombra does a force push sending Emily back into the statue hard enough to disarm her sword. Emily looked over and sees Sombra powering himself up with his magic.

King Sombra: (Chuckles) My power grows every single moment I fight you fools, soon, my strength will reach its apex and Equestria and this, Canterlot, will finally be mine!

Emily: You'll never rule both worlds, not now, not ever!

She conjured up a couple of her emerald discs and threw them at Sombra, which he responded by conjuring up a magic shield to protect himself.

King Sombra: (Chuckles) You think a couple of measly discs can stop me.

Emily: You don't know the half of it.

She leapt up as an emerald hoverboard begins forming as Emily lands on it, clamps appeared securing her feet. Sombra was surprised as she begins hovering in place. He growled and fired a magic beam at her, but she flew off away from the beam. She flies around in a circle formation as she continues generating her discs and throwing them at Sombra. He continues trying to shield himself from the discs but a few hit him as he grunted in pain. Sombra growled and fired a couple of magic beams at Emily, as she dodges them on her hoverboard, before she conjured up some explosive discs and threw them towards Sombra, while he braced for the impact but the discs surrounded Sombra around the ground. Emily stopped as she observed the scene.

King Sombra: (Laughs) You missed!

Emily: Did I?

Sombra heard beeping and looked all over and sees the discs beeping, ready to explode. The discs explode and sent Sombra crashing into the road. Sombra groaned as he gets up, this time, he's mad as he powers his fist up as his magic encased Emily's hoverboard.

Emily: What the!

King Sombra: I believe I've had enough parlor tricks to last a lifetime!

King Sombra brought his hand down bringing the hoverboard towards the ground with Emily on it, that's when she disengaged the clamps and leapt off as the hoverboard crashes on the ground. Emily crashed into some trash barrels as she rolls across the ground before stopping, she's battered and bruised, but she refuses to give up as she gets up and stares Sombra down.

King Sombra: So, care to surrender.

Emily: Not this time, because I'm not through with you just yet.

Emily's arm begins glowing emerald as she brings it out, suddenly ice begin sprouting out covering Sombra except his head.

King Sombra: Ahh, what the?!

Emily: I'm sure you remember this, you were imprisoned in ice before, I can do it again.

King Sombra: You think this will hold me?!

Emily: I would think so.

King Sombra: I haven't begun to play, you fools will know the true fear of King Sombra!

Sombra's magic begins powering up to the max as the ice begins cracking and breaking until with a burst of energy exploding the ice that's all over him. Emily shielded herself as she skidded back before she gets into a stance.

King Sombra: (Chuckles) You're resilient and impressive, perhaps you present a bit of a challenge.

Emily: I'm sure this will impress you even more, Sombra.

Emily's arms glow emerald as they conjure up ice swords, Sombra smirked and conjured up a dark sword. They charge towards each other and they clash swords, the swordfight lasts a couple of minutes until Emily sees her swords cracking and beginning to fall apart, Sombra sees this and with one swing of his sword, Emily's ice swords broke as she's flabbergasted.

Emily: No!

King Sombra: You've impressed me Emily, but now, you're done!

He fired a magic blast at Emily which sent her flying towards a parked car as she crashes into it.

King Sombra: Now, anymore tricks you want to throw at me, or should I just eliminate you all in one blow.

That's when he sees a scythe blade swing down, he jumps back as it touches the ground.

Rarity: You'll fight me ruffian!

King Sombra: (Chuckles) Alright, let's see how you'll do.

Sombra powered up his hands and fired beams of dark magic at Rarity, which she swings her scythe like a pro deflecting the blasts as they explode in different areas of the battlefield. Rarity then jumped forward intending to stab Sombra with the blade before he rolled off to the side before conjuring his own scythe.

King Sombra: Very impressive fashionista, but let's see if you can beat mine.

Rarity: I'll show you.

The two charged and clashed blades as their scythe battle begins, they dueled for what seems like a while, since they're so evenly matched, until Sombra does his devious tricks.

King Sombra: You're a strong warrior fashionista.

Rarity: I've had a good teacher.

King Sombra: Fascinating, but does he know the full extent of my dark power.

Sombra pushed Rarity away with his magic, which made her skid back across the ground, which disarmed her from her scythe. Frustrated, she activated her shields.

King Sombra: (Chuckles) And what can you possibly do now, with your magic diamonds?

Rarity: These diamonds are more than enough to keep me safe from your corrupted magic.

King Sombra: Is it now, well, let's put that to the test shall we.

He powered his hands as he begins to fire dark magic beams at Rarity, and when he fired, Rarity brought up a wall of diamonds as her shields begin protecting her. Sombra was dumbfounded, but determined to prove her wrong, as he continues firing his beams at her shields to try to damage them, but to no effect.

King Sombra: What?! My beams are ineffective!

Rarity: Give up Sombra?

King Sombra: No, I never give up! Time to perform my most powerful of spells.

Sombra made some incantations with his hands as he prepares a stronger magical beam on Rarity's shield. He powers himself up and fires his stronger beam at her shield. Rarity is trying her hardest to keep the shield up.

King Sombra: What's the matter, running out of energy, soon you will fall.

Rarity: Not in my lifetime fiend!

King Sombra: We'll see.

He puts more energy in his beam as Rarity struggles to keep the shield up, but it began to crack, Sombra's magic is making her shield weaker. Rarity could see this and knew it wouldn't last, as her shield crumbles, a big explosion happened sending Rarity flying back and crashing into a parked car. Sombra is quite pleased, but James saw this and gasped.

James: (Gasps) Rarity!

Rainbow Dash: James, lava incoming!

James saw this and ducked under the lava spray as it splattered on the ground.

Hurricane: Aww, what's the matter James, your girlfriend down in the dumps. (Chuckles) Man, you're so pathetic.

James: (Growls) I'll show you what pathetic is Hurricane!

James yelled out as he continues fighting Hurricane.

Rainbow Dash: That is a low move, even for you two.

Frankie: So what, what we say goes around here, and we're gonna end this fight one way or another.

Rainbow Dash: Not on our watch Frankie!

The two girls continue duking it out while Sombra watches the fights in the distance, meanwhile, Gordon skidded across the road as he used his hammer to stop himself, he was battered, bruised and bloodied as he looks up seeing Spencer watching him, with only minor cuts and scratches.

Spencer: (Chuckles evilly) Ready to admit defeat Gordon.

Gordon: (Groans) I don't admit defeat to no one!

Gordon lifted his foot and slammed it on the ground creating another shockwave flying towards Spencer, he braced his arms as the shockwave which also sends him skidding across the road, which gives Gordon enough time to burst into speed towards Spencer and slamming his hammer in his stomach which Spencer exclaimed in pain as he was sent flying into a parked car and into an unused shop as the exterior cracked and crumbled and windows shattered. Spencer fell down on the ground feeling the effects as he slowly gets up.

Gordon: (Panting) How, do you like, that Spencer?

Spencer: (Groans, chuckles) I must say, that was a pretty good hit.

He coughed and spat out some blood as it drips onto the sidewalk, he wiped the remaining blood off his mouth.

Spencer: Maybe I misjudged you?

Gordon: Well, you're gonna see a lot more if you don't surrender.

Spencer: (Chuckles) I don't surrender.

Gordon growled and charged at Spencer, he did the same as they resume their fight. Sombra could only smile seeing his lackies fight his enemies.

King Sombra: (Sighs) I just love the smell of battle.

He then hears a whip crack as he looked over to see Nia approach him.

Nia: I'll fight you next.

King Sombra: (Chuckles) This should be interesting.

They stare at each other for a few seconds, before Sombra's hands glow as he conjures up dark vines heading towards Nia. But she's prepared, she brought out her whip to whack away the vines one after the other. Sombra grew annoyed and sent more, but Nia keeps whacking them away, until she swung her whip towards Sombra and wrapped his arms.

King Sombra: What?

Nia: Let's take you for a spin.

Nia stood in place and begins spinning around and around, taking Sombra with him as she spins around, hitting him in multiple areas, a parked car, the side of a building, a tree and grinding against the road. Sombra is getting pummeled before he grips the ground and grabs her whip as he gets up.

King Sombra: I believe that's enough of that.

He wretched his arms forward pulling Nia towards him and he punched sending her rolling on the ground, which caused her to let go of her whip as Sombra throws it away. As he walks towards her, she whips out her crossbows and begins firing at Sombra, he smirks and begins dodging left and right, but some lucky arrows managed to hit him in parts of his arms, legs and torso. While annoyed, Sombra smirked as his body transforms into his ethereal shadow form as the arrows fall to the ground.

King Sombra: (Chuckles) My turn.

Sombra brought up dark vines as they wrapped around Nia's crossbows, she struggled to have them let go but the vines won and disarmed her crossbows. Sombra smirked, but Nia isn't going down yet as she brought out her bow. But before she can use it, Sombra rushed towards her and kicks her back catching her off guard. Nia recovered and begins firing her bow, which responded by shifting into his ethereal form as the arrows fired through him with no effect.

King Sombra: I'll be honest woman, I'm not impressed by your puny bow.

Nia: That doesn't mean I'll never stop fighting you.

Nia charged and tries to attack Sombra with the sharp edges of her bow, but Sombra dodges and weaves away from her strikes until he grabbed the bow which surprised Nia as she was lifted up by Sombra's arm gripping her bow.

King Sombra: Hmph, pathetic.

He then punched her in the chest hard enough to send her crashing into the wall, not damaging it but also disarming her bow as she fell from the impact. Nia groaned as she tried to get up as Sombra slowly approaches her.

King Sombra: You're a valiant warrior young on, but this is over, for you that is.

Nia: (Groans) I'm not out, just yet Sombra.

Nia got up and whipped out her Bo staff as she twirls it around before getting into a stance. Sombra scoffed and charged towards her, but Nia whips her Bo at him first, smacking him to the side causing him to stumble. Nia charged and begins attacking him, but Sombra blocks every strike with his forearms, this goes on for a little bit, until Sombra grabbed the other end of the staff, leaving Nia surprised but not done yet. She kneed him in the stomach causing him to back off after Nia's staff reveals the blade at the end.

King Sombra: Well, that was new.

Nia tried to do some jabs and slashes but Sombra dodges them all and again, catches the end of her staff avoiding the blade.

King Sombra: You surprise me, but not enough.

Sombra grips her staff and begins spinning around with Nia still holding on, and with one final spin, he threw Nia away as she crashed and rolled across the ground which caused her to let go of her staff. Nia groaned as she stopped rolling across the ground as she looked at Sombra slowly approaching her. He conjures up his dark sword.

King Sombra: (Chuckles) Any more surprises you want to throw at me.

Nia: Just, (Groans), this final one.

Nia groaned as she struggled to get up, she's gonna go down fighting with her last ounce of strength as she reveals her sword.

King Sombra: This should be interesting.

The two charged as they clashed their swords. They engaged in a swordfight for what seem like a full minute, until Nia's sword begins powering up.

King Sombra: What?

Nia: Eat this.

Nia swung one final slash as the sword emits a plasma energy wave surging towards Sombra. He didn't get enough time until the energy wave hits Sombra and sends him flying towards one of the store walls crashing through it, Nia breathed a sigh of relief thinking she's won, until she sees a purple glow in the building and with one explosion, the building is destroyed and in the middle is Sombra, now a little angry.

King Sombra: I believe this is as much as I can take from you, now, taste your own defeat!

Sombra conjured his dark sword again, as he charges out of the destroyed building and with one swing of his sword, he sends an energy wave at Nia which sends her skidding back but without her sword, she looked behind seeing it lodged in a tree. She didn't have time to process what's going on, until she's met with a big roundhouse kick sending her crashing her to the ground, defeated. Sombra smirked from his victory against Nia. He turned to Fluttershy, who was shaking in fear as she's loading her blowgun with darts. Sombra could sense the fear brewing in Fluttershy as he walks slowly towards her. Fluttershy jumped and begins firing darts at Sombra, he summoned dark vines as they swipe 6 darts but missed 6 others as they hit Sombra, but to no effect. Sombra stared at Fluttershy as parts of him turn to his ethereal shadow form as the darts fall.

Fluttershy: Eep!

Sombra transformed into his ethereal shadow form and roared at her, effectively scaring her as she ran away, Henry was there to see this.

King Sombra: (Chuckles evilly) I know someone very familiar of you Fluttershy, always a coward, a wimp, no backbone in you, you're always the scaredy one.

Henry: How dare you.

Sombra turned to Henry who was angry at seeing Fluttershy running away scared. He gripped his Nunchucks tightly staring at Sombra.

King Sombra: (Chuckles evilly) Now what can you do boy.

Henry: Oh, I'll show you Sombra, the fury of me seeing the monster that scared the girl of my dreams!

Henry charged in a rage and swings his Nunchucks at him, but Sombra summoned his vines to try to whip Henry away, but his chucks deflect each and every vine that's trying to get him, all in an attempt to defeat Sombra. But, he can't keep this up for long and he will tire out. With the right opening, he grabs the ends of his chucks in his hands.

King Sombra: (Chuckles) My, such energy, fueled by your rage and anger, all to protect one little girl. (Chuckles evilly) It's almost humorous.

Henry: It'll be a lot less humorous when I'm through with you!

Sombra smirked and with one final heave, he threw Henry over himself as he crashes to the ground which disarmed his chucks as he threw them to the side. Henry looked and leaped a good distance from him, still not done.

King Sombra: You got spunk kid, but you're out of your league.

Henry: I may be lacking in some skills, but that doesn't mean I know how to use my powers in a fight!

He summoned his own vines as they wrapped around Sombra tightly trying to cut off his circulation. Sombra struggled to try to get these vines off of him, until he summoned some of his dark magic and touched the vines as they shriveled up and died. Henry was shocked seeing Sombra doing that.

King Sombra: (Coughs) Ugh, that was certainly surprising. Wasn't expecting that to come out of you boy, but I'm impressed, but not impressed enough.

Sombra charged towards Henry with an intent to finish him, but Henry did a big jab with his fist in Sombra's chest, sending him staggering back, feeling the blow on his chest. Sombra growled and charged again as the two began hand to hand combat, grabbing each other trying to punch each other, but Henry keeps blocking his strikes. Sombra does a knee jab in Henry's stomach, he groans in pain which gives enough time for Sombra to grab Henry and throw him to the ground. Henry groaned and saw that Sombra is about to step on his head, but he rolls away from the stomp. He then spins around with his leg out, trying to trip Sombra up, which he succeeds. Sombra falls to the ground and rolls off facing Henry again as they charge again but this time, Henry grabs the oncoming fist from Sombra as he does several punches at Sombra's stomach before throwing Sombra to the ground. Sombra groaned and teleported away before reappearing again lunging at Henry and pinning him to the ground but Henry threw him off before getting up. They panted a little bit feeling the fatigue and the pain from their fight. But they continued fighting until they couldn't fight anymore, Henry collapsed on his knees and braced himself with his arms as he pants in exhaustion, Sombra panted as well as he wiped off a little bit of dirt off his mouth.

Henry: (Panting) Did that, impress you enough Sombra.

King Sombra: (Panting) Gotta admit, you've pretty much impressed boy, but you still are no match for me.

Sombra brought his hand out as a magical aura surrounded it as the aura encased all over Henry. He's too tired to even act as Sombra lifts him up and brings Henry towards him.

King Sombra: Until we meet again, I'll see you in the afterlife!

He threw Henry towards the school as Henry's body bursts through one of the windows, Fluttershy, Edward, Thomas and Applejack saw this.

Fluttershy: Henry!

Thomas: No!

Edward: Thomas, (Groans), you stay here, Fluttershy, Applejack and I will tend to Henry.

Thomas: (Sighs) Okay, I trust you Edward.

Edward partially collapsed due to his injuries, Applejack noticed this.

Applejack: Don't worry Edward, I'll help you, the rest of you stop this mad king.

Toby: Very well Applejack, I'll make sure he gets a piece of my mind.

Edward: (Groans) Be careful Toby.

Toby: I will Edward, you just get to safety.

Applejack helps the injured Edward away from the battlefield as they head to the school, along with Fluttershy to help the injured Henry. Meanwhile, Toby brings out his scythe as he gets ready to fight Sombra.

King Sombra: Hmm, you're no different from the last person of your team wielding a scythe.

Toby: Well, you're about to find out that I'm just a little bit different!

The two charged towards each other but Toby drove the pointy end of his scythe into the ground, leaped and using the momentum, he swung towards Sombra and delivered a kick into his stomach sending him staggering back wasn't expecting a maneuver like that from Toby. He took it out of the ground and begins swinging it around before running towards him. The two clashed blades, but Toby is constantly swinging his scythe around like he's a master at wielding it, no matter how many times Sombra has to block each strike with his sword, he just couldn't get any traction from Toby's massive strikes, and with each strike, he staggers back until Sombra braced his hand at the base of the scythe away from the blade itself.

Toby: What?!

King Sombra: I believe I've had quite enough.

He grabbed the scythe and wretched it away from Toby's hands before ramming the end into his stomach staggering Toby back holding his hurt stomach. Sombra threw his scythe away before he brought out his blade.

Toby: I'm not out yet Sombra!

He brought his hand out and Sombra glanced over to one of the fallen trees as the wood begins breaking off and reshaping itself as they levitate towards Toby's hand, a handle is formed as two large wooden blades build out of their bases forming his double blade.

King Sombra: Hmm, impressive, but I'll destroy it with one strike!

Sombra brought out his dark vines and sent them towards Toby, but he swings his double blade around chopping each and every one of them. It keeps going for a little while, until Sombra powered up his hands and fires a powerful dark magic beam towards Toby, but he tried to block it with his double blade. But it didn't last long as the blade breaks down and the beam sends him flying towards the wall of Canterlot High as he crashes through the wall. Back a few minutes, Fluttershy, Applejack & Edward were trying to find Henry who was sent into the school by Sombra.

Fluttershy: Henry! Henry, where are you! I hope you're okay.

Applejack: Don't worry Fluttershy, we'll find Henry, we all will.

Edward: Look, there's…a lot of glass on the floor.

Fluttershy: Let's go!

The three raced over to the injured Henry who was on the ground, they were just about to check on him when they see something burst through the wall. They shielded themselves as debris falls on them. Once the dust cleared, they look to see Toby on the ground unconscious.

Applejack: Toby!

Fluttershy: Go help him, Edward and I will help take care of Henry.

Applejack nodded and went over to Toby's body, meanwhile, Fluttershy sees an injured Percy enter the school.

Fluttershy: Percy, you shouldn't be moving in your condition.

Percy: (Groans) I know Fluttershy…but, I saw Toby…crash into the school. He's…my friend, I have to…make sure he's okay.

Fluttershy: I understand, but just take it easy moving Percy, Edward, you mind staying with Henry while I take Percy to Toby.

Edward: Sure, go.

Fluttershy took Percy to where Applejack is, meanwhile, outside the school, Sombra looked over to see Pinkie, Rebecca & Thomas the only ones left standing.

King Sombra: (Chuckles) Your friends have proven to be capable fighters, but they don't have the gravitas to defeat me, would any of you fools care to show me.

Rebecca: Oh, this is bad, what do we do?

Pinkie Pie: It's my turn you guys, time to show this dark king, to not mess with this gang of friends.

King Sombra: Hmm, let's see your metal.

Pinkie brought out her balloon mace as she swings it around, Sombra saw this and laughs.

King Sombra: (Laughs) Do you really think your little balloon toy can stop me.

Sombra conjured another sword, as Pinkie swings her balloon mace. Sombra tries attacking but Pinkie swings her mace at the moment the sword struck her mace, with every strike of his sword it's blocked by her mace and the sword doesn't pop her mace. Sombra was dumbfounded by her mace not popping.

King Sombra: Most unorthodox, but I'm not stupid!

Sombra powered up his hand encasing it in magic, as it wrapped around her mace and a dark vine appeared and grabbed the rope Pinkie is grabbing begins wrapping around her.

Pinkie Pie: Hey, no fair, that's cheating!

King Sombra: (Chuckles) Sorry to disappoint you.

Pinkie struggled to get out of the rope, until she gets one of her hands in her pockets as she rummages in and pulls out her sprinkle container. She then struggled to get her other arm out, while Sombra powers up his sword ready to eliminate her.

King Sombra: Struggle as you may, but your death is inevitable.

Pinkie Pie: I don't think so.

Sombra looked over to Pinkie as she grabbed a small handful of her sprinkles as she threw them at Sombra. Sombra used his arm to block them, looked, and smirked evilly.

King Sombra: (Chuckles) Man, you're so dimwitted.

Pinkie Pie: No, I'm not dimwitted, I'm actually smart, look at your arm.

Sombra looked at his arm at the glowing sprinkles until an explosion was heard as Sombra was sent back and crashed into the earth.

Pinkie Pie: (Laughs) Got 'em!

King Sombra: (Groans) Well, that was unexpected.

Pinkie Pie: There's more coming Sombra!

She spun around freeing herself from her own mace as she grabbed another handful of sprinkles and threw them at Sombra. He saw and rolled away as the sprinkles exploded but he didn't see another explosion in front of him sending him crashing into the ground again. Every time he dodges, another explosion follows as Pinkie continues bombarding him with her sprinkles. This constant bombardment is getting Sombra angry.

King Sombra: (Growls) Stop this instant you annoying girl!

Pinkie Pie: Ehh, nope! (Laughs)

She continues until she's out of sprinkles.

Pinkie Pie: Oh nuts.

He dodged the last explosion before firing an energy beam at Pinkie sending her into a parked truck creating an impression where she impacted. She landed on the ground as Twilight and Sunset saw this.

Sunset Shimmer: Pinkie!

The two girls raced over to assess her injuries.

Twilight Sparkle: She's stable, but her injuries need to be checked out.

Pinkie Pie: (Groans) Girls, get Percy.

Sunset Shimmer: I'll get Percy; you just keep Pinkie stable.

Twilight Sparkle: Alright, be careful.

Sunset raced over to the school to find Percy, he was there comforting a still unconscious Toby with Edward and Applejack next to him.

Edward: (Groans) Percy…you should go…and take care of Pinkie. She might…need you.

Percy: But, (Groans), I don't wanna leave you Edward.

Edward: I understand Percy…but trust me…Pinkie needs your support.

Sunset Shimmer: Percy! You need to come with me, Pinkie's hurt.

Percy: What?! Oww!

Edward: Percy, go…I'll be fine.

Applejack: Percy, don't worry, I'll make sure he's okay.

Percy: (Sighs) Okay Applejack, keep Edward safe.

Applejack nodded as Sunset went to Percy's aid to help, as they head over to Pinkie Pie. Meanwhile, Sombra is stretching himself while Rebecca and Thomas stared him down.

King Sombra: I must admit, all of you really had giving me a good fight, but none present a proper challenge, would either of you give me a real fight.

Rebecca: I'll fight you Sombra!

Thomas: Rebecca, you're still a little inexperienced, are you sure you want to do this.

Rebecca: I've taken care of hordes of undead soldiers as well as changelings, I can take care of this king.

King Sombra: (Chuckles) Alright then, let's see you show your metal little girl.

King Sombra conjured up his sword as Rebecca approaches Sombra. They get into fighting stances, they charged towards each other and clash their weapons. And just like what Thomas said, Rebecca was a little inexperienced as she mostly does blocks from Sombra's sword as well as some occasional strikes with her spear. Rebecca does a little bit of a reach advantage but ultimately Sombra kicked her back causing her to drop her spear as she falls to the ground.

King Sombra: (Chuckles) You naïve, little girl, you seriously think you can defeat me?

Rebecca: I may not be skilled enough with a weapon like my friends, but that doesn't mean I'm not defenseless either!

Rebecca powered up her arms and fired a sun beam at Sombra, which not only hit him and sent him back, but it actually hurts him as parts of him singe as he tries to heal. Rebecca was surprised that her sun beams could actually hurt Sombra. She smirked and fired again, as Sombra tries everything to avoid it, by doing front flips, transforming into his ethereal form getting away from the sun beams, before transforming back and firing his dark magic beams. Rebecca sees this and leaps away before firing another at him, Sombra did the same as the beams meet, each fighting to dominate. Sombra puts more energy and the same for Rebecca as the beams in the middle build and build into a massive energy ball. It continues for a minute before the ball explode sending Rebecca and Sombra far back as they crash into the ground. They groan as they look at each other.

King Sombra: (Groans) You're certainly a remarkable warrior, you managed to hurt me, I underestimated you.

Rebecca: Yeah, you should keep underestimating me Sombra, because I'm not through with you yet!

She unleashed her sonic scream at Sombra, which hurt his ears badly as he covers them with his hands but the sound is disorientating him as he couldn't concentrate or do anything. But he wasn't about to let a little sound stop him as he grabs his sword. With the remaining amount of strength, he has, he stabs his sword into the ground as cracks appear glowing red and heading towards Rebecca. Rebecca saw it at the last minute as the red explode out causing Rebecca to stagger back as it cancels out her sonic scream. She wobbles before falling on her hands and knees.

King Sombra: (Sighs) Finally, I must admit I'm impressed by your power level. You gave me a really hard time defeating you, but you still are no match for me.

Sombra blasted Rebecca sending her into the grassy field, which Nia and Henry saw her crash.

Henry: Rebecca!

Nia: Go help her Henry, I'll get Fluttershy.

Nia gets up as she races to find Fluttershy, despite her injuries. Henry went to tend to Rebecca.

Henry: Don't worry Rebecca, we're gonna get you better, hopefully.

Nia, Fluttershy, along with Applejack, Edward and Toby exited the school seeing the devastation outside as well as the remaining Steam Team injured and hurt. Sombra looked at all the downed members of the Steam Team, with the exceptions of Gordon, Rainbow & James who are still fighting Spencer, Hurricane & Frankie.

King Sombra: I must admit, all of you shouldn't have lasted so long in this fight, but yet, you did. Your magicks was your saving grace, whatever you all are powered by, you can almost rival me, but not by much. But I do ask, is there one of your finest warriors left that could give me a real challenge.

The group knew of only one person as they turned to him, standing tall and looking at Sombra in the eyes. He looked to see Thomas staring at him and turned to face him.

Thomas: Looks like I'm the one left.

King Sombra: Hmm, perhaps you are boy. But ask me this, do you really think you can finish me off.

Thomas: You may not know me Sombra, but from what the girls have told me, you're obviously a great danger to the dimensions. I say you should leave Canterlot and never return.

King Sombra: (Chuckles) You've certainly got a big mouth boy, but do you know everything about Equestria.

Thomas: More or less, I've met the princesses, was deemed worthy of the title of new prince, have stopped a changeling invasion and defeated Queen Chrysalis.

King Sombra: (Laughs) You, defeat Queen Chrysalis, don't make me laugh!

Thomas: I'm not lying, and I'm more of a match to defeat you.

King Sombra: (Chuckles) We shall see to that boy, for you don't know the full extent of my power.

Thomas: As do mine Sombra.

Thomas and Sombra got into their fighting stances as well as whipping out their swords. They charge towards each other and their swords clashed, but their feedback sent an energy wave sending them skidding back before slamming their swords onto the ground to stop themselves from sliding further back. The girls gather the remaining injured Steam Team and gets them to a safe distance away from the battle. The two glared at each other and charge again as they begin their swordfight, the fight goes on for a while but Sombra is about to experience something he never thought possible. While Sombra is a good swordfighter, but Thomas is on a whole other level, with his training and superior sword training, he's given Sombra a run for his money. He was surprised seeing Thomas' sword fighting skills, but he remained focused on the fight as he continues the fight, the others watch the fight playout.

Rebecca: Are, you guys seeing this.

Applejack: Your eyes are not deceiving you Rebecca, Thomas is matching Sombra in almost every way.

Edward: Come on Thomas, you can, do this.

The fight continues on and Sombra tried to disarm Thomas's sword, but Thomas sees this and doesn't let him get that chance, as he counters and pushes Sombra back with a sword swing, leaving him surprised.

King Sombra: (Thoughts) This boy, I tried disarming him and he just counters my attack, his swordsmanship is even more impressive than I ever realized. What dimension did they train him? (Back to Reality, Pants) You, your swordsmanship is profound, how did you manage to accomplish that?

Thomas: Unlike you, I've had training and the right masters, with experience and my masters, I'm on a level you can't even comprehend.

King Sombra: (Growls) We'll see about that boy, now, see if you can deal with this!

Sombra powers up his hands and begins firing round after round of his dark magic hand blasts, Thomas sees this coming as they're about to get close.

Sunset Shimmer: Thomas, watch out!

Thomas: Hmph, big deal.

Thomas's arm glows and generates a big shield to block the attacks as Sombra continues his barrage of attacks. Every time, one of his attacks hits his shield, Thomas remains unaffected stuck in place and with a big determination look on his face as he strives to defeat Sombra once and for all.

Pinkie Pie: How is Thomas acting so calm during this fight, it's like he's hardly breaking a sweat here!

Henry: I don't know Pinkie, but somehow, I think Sombra has finally met his match, our very own Thomas is giving him the fight of his life.

King Sombra: What?!

Sombra continues pressing his attacks, but Thomas doesn't even care as he glares at him, until he begins moving forward. Sombra is immediately taken aback by Thomas nonchalantly shielding himself from his attacks but moving towards him.

King Sombra: How, how can a mere mortal tank so much of my power!

Thomas: Unlike you Sombra, I'm more than a mere mortal, I possess a quality you don't even have, it's not about power, might and ferocity, it's about the strength, experience and willpower of the individual who possesses it, and that's exactly who I am, I am Thomas the Tank Engine!

He charges at him with his battle cry and bashes his shield against Sombra's jaw, which sent him crashing into the road. His friends watch as the fight goes on.

Twilight Sparkle: This is not possible.

Starlight Glimmer: What's up Twilight.

Twilight Sparkle: We've barely put Sombra down at all with our attacks and combined with the Steam Team, only a few that put him to the ground but he gets back up. But Thomas, is barely breaking a sweat fighting Sombra.

Sombra groaned as he gets up from the rubble dusting himself off and adjusting his hurt jaw, Thomas approached him as his shield dissipates. They stare each other down.

King Sombra: You, managed to hurt me, impressive.

Thomas: That's just only a fraction of my power Sombra, leave and I won't have to use my full power.

King Sombra: (Chuckles evilly) I think not, this fight is far from over!

He conjures up a bigger dark sword and burst towards Thomas ready to strike, Thomas anticipated this and activated his wrist blade. The blades clashed as Sombra's thrust attack pushed Thomas back, not knocked down, but trying to slow Sombra's attack as the ground breaks apart. Once the speed slows, Thomas flung Sombra back, he did but he leapt back towards Thomas again as the two fight blade on blade, unfortunately the size of Sombra's sword worries Thomas thinking it might cut off his arm, so he tries his best to block every attack he can muster to defeat Thomas. With one arm, he uses his arm blade to block Sombra's sword and his other hand begins to power up his hand in gold before firing a beam punch at Sombra's torso sending him skidding back. Thomas retracted his arm blade and begins sending multiple beams of gold at Sombra, Sombra used his sword to deflect some of the beams but some do miss his beams and hits him, taking small sections of his body away as if its breaking apart. But one stray beam hits Sombra's sword disarming him as it dissolves away. Sombra dodges and weaves, until he conjures up a dark shield to protect himself from the beams as well as heal himself. Sombra then charges towards with his dark shield intent on bashing Thomas away, he sees this and activates a golden energy shield to protect himself. When Sombra hits Thomas's energy shield, the energy feedback sends Thomas back as he skidded back.

Percy: Come on Thomas, you can do this.

Sombra smirked and conjured up 2 dark red storm clouds as they take the form of walls intent on crushing Thomas, he sees this and tries to stop the walls with his arms and using every ounce of strength to push the walls back, but it's slightly difficult since the walls shift from solid to not. But Thomas doesn't give up, he then teleports away as the walls crash into each other. Sombra was surprised as he looks around.

King Sombra: Where are you!

Thomas: Here.

Thomas appeared behind him with two golden energy orbs and throws them at Sombra, bouncing and hitting Sombra all over the place like they're pinballs. This made Sombra very cross, he then grabbed one of the orbs and crushes it with his hand along with the second one. Thomas sensed that Sombra is getting desperate, and that's when he sees Sombra unleash more powerful dark magic beams at Thomas, he panics as he dodges them. But unfortunately for him, the attacks were nearing town, but this left Thomas distracted. Sombra sees this opportunity and pummel Thomas with beam attacks over and over again, until one powerful beam hits Thomas as he crashes into an abandoned building causing some of the building to collapse on top of him.

Sunset Shimmer: Thomas!

King Sombra: (Laughs evilly) I did it, I won! I won! (Laughs)

He then heard rubble being moved as something emerges from the destroyed building, and that something is Thomas, protected by his energy shield encased around him.

King Sombra: How is that possible, you should've been dead!

Thomas: Heh, are you really that naïve Sombra, I told you, I'm more powerful than you can imagine!

King Sombra: Lies, I'm the dark king of Equestria, and I won't let you defeat me. I'll kill you and I'll make this realm apart of my own!

Thomas: No way, you won't lay a finger in this realm or any realm for that matter.

He rushed forward and began throwing punches at Sombra of which he blocks them with his arms.

Thomas: Once I'm done with you, you will never bother this town again.

King Sombra: While it's nothing truly special, you warriors are still an interesting lot. Although I'm needed elsewhere that I need to reclaim, I can assure that this quaint little town will be my next target for me to conquer.

This made Thomas cross, he punched Sombra back as he crashes into the ground and sees Thomas transform into his Golden form.

King Sombra: Well, well, there is more to you than meets the eye. (Chuckles evilly) I'll just have to respond in kind.

Sombra used his dark magic to transform into his Ethereal form. The two charged up their strongest attacks and fired powerful beams at each other as they meet, vying for whoever gives first. Everyone watches the beam struggle, even Spencer, Hurricane and Frankie who they have defeated James, Rainbow and Gordon in their fights. As the beam struggle rages on, Sombra presses more of his magic power at Thomas to give him the edge to win, as his beam moves closer to Thomas. He sees this and puts more energy in his beam pushing back Sombra's, everyone watches the beams fight amongst each other.

Rainbow Dash: (Groans) Whoa, such power.

Gordon: Is that…

James: Thomas?

Rainbow Dash: (Groans) Come on Thomas, you can do this.

Spencer: Come on master, don't let this puffball bring you down!

The beams continue clashing but that's not the worst part, the beams' energies are beginning to mesh with each other, creating a gigantic energy ball.

Applejack: Rarity, now!

Rarity didn't need to be told twice, as she projected a diamond shield around them and threw a shield disc at where Gordon, Rainbow & James protecting them. The energy ball becomes so big, it explodes, sending an energy wave all over town, which blew out a lot of windows and sends a lot of dust all over. Once the dust settled, Sombra is on the ground groaning from the blast, and Thomas is also groaning in pain, he's injured and drained. Once the shields were gone, Edward, Percy & Toby still injured, limped all the way to the downed Thomas, with Sunset following close behind. Sombra's henchmen grabbed James, Rainbow & Gordon and threw them at the others having been finished with them as they too groan in pain. The trio then rushed over to tend to their fallen master.

Percy: Thomas! Oh no, no, no, no, please, don't die on us again Thomas! I don't want to lose you again.

Edward: Calm down Percy, he's still breathing.

They see Thomas groan more as he slowly, with the help of his friends, got back on his feet.

Thomas: (Panting) It's okay everyone, I'm okay.

Sunset Shimmer: Oh thank goodness, I don't want to ever experience loss ever again for a while.

She hugs him as he hugged her back.

Toby: We're just glad you survived the fight Thomas.

Thomas: Although I don't think it's over yet.

The Steam Team and the Rainbooms look over to see Spencer, Hurricane and Frankie trying to get Sombra back onto his feet.

Hurricane: Are you alright master?

King Sombra: (Groans) Yes, I'm fine.

Frankie: That good for nothing Thomas should not have done that to you.

Spencer: Shall we eliminate him.

King Sombra: (Groans) No, no need. In fact, I gotta say I'm impressed with their ability to survive this long in this battle. Their magic, so complex and different from what I've encountered, but their secret won't be kept hidden from me, I will discover their secret and harness this power for my own. But right my minions, we'll leave them be, let them recover. We're needed elsewhere, and, we'll leave them a little gift courtesy of me.

Sombra's hands conjure another spell as he spews a big purple mist over where the heroes are, the girls cover themselves but for some reason, the girls aren't affected by this as they look at their geodes protecting them.

Hurricane: Uhh, what is it you're trying to do?

King Sombra: Hmm, it seems as though my fear magic doesn't work with these humans, but let's see if these warriors can handle my fear magic. (Chuckles evilly) Come, let's leave them, we're needed back at Canterlot.

Hurricane: But what if they come back, stronger even, and are capable of defeating us?

Spencer: Would you rather join the enemy, or join our master Hurricane, if so, I want to hear your answer.

Hurricane: I-I-I, I want to serve under Sombra, I didn't mean to question his loyalty.

Spencer: Good, now let's get going, we have an empire to conquer.

They went back in the portal as the girls observe the mist swirling around them.

Rainbow Dash: (Groans) Geez, I feel like I've been hit by a truck.

Fluttershy: Now's not the time, look at what that mist is doing to them.

They see them exclaiming in fear as their eyes go green with purple wisps out of their eyes.

Sunset Shimmer: No, Sombra is making them experience their worst fears.

Applejack: What?! Can we get them out of this!

Sunset Shimmer: We will, let's go.

As for the engines, we transition to James' mind as he looks around, but realizes he's in his engine form.

James: What the, where am I, and why am I in my engine form, hello? Rarity? Thomas? Percy? Is this some kind of cruel joke, it's not funny?

King Sombra: (Telepathically) Oh, this ain't a joke my friend. (Chuckles evilly)

James looks around to see who spoke to him, until he looked up in the sky, and see a pair of large green eyes with purple wisps streaming out, followed with a mean grin only a mother could love.

James: Sombra! Where did you put me in? I want out and I want my friends!

King Sombra: (Chuckles evilly) Oh, I can't allow that just yet, right now, I feel like, messing with your mind and exposing, your worst fears.

A dust devil sprouted out of nowhere, and began spraying James with dirt and soot covering and dirtying his red paint.

James: Ahhhh, (Spits dirt out of his mouth), my beautiful red paint, it's dirty! (Growls) Sombra, you're gonna pay for messing with my paintwork.

King Sombra: (Laughs evilly) Oh, your paintwork will be the least of your worries, look behind you, James, and let your fear, consume you! (Laughs evilly)

As Sombra disappears, James hears a familiar buzzing and looks back. The buzzing grows louder and louder, until a gigantic swarm of bees came zooming out of the bend and flying towards James.

James: (Screams) Bees! Run away, run away!

James whistles loudly and whooshed away with the bees following close behind. He remembered his encounter with bees, and with one, stinging him in the nose and does not want to relive that memory again. His wheels spin and spun with all their might, but the swarm continues to close in, closer and closer, until they're mere inches away from his tender. Along the way, he hears faint laughter from Sombra and looks to see that the bees were laughing evilly at him, filling James with more fear and dread.

James: (Screams) This isn't a dream, this is a nightmare! Oh please make it stop, please, make it stop! I want this to end.

Outside of James' mind, Rarity is trying desperately to snap him out of it.

Rarity: James! James, snap out of it, don't let Sombra's magic take over you, fight this!

She then sees his geode beginning to glow as it glows bronze, spreading the glow all over James, his eyes gradually change from green to normal as Sombra's fear magic wears off. James exclaimed and panted, seeing Rarity again.

James: Rarity!

Rarity: Jamesy!

They hug each other, each glad that James' nightmare is over. He looked all over himself to make sure no soot and bees were on him.

James: Phew, thank god, that nightmare is over.

Rarity: You okay James.

James: Trust me Rarity, you don't want to know what I've experienced. What about the others?

Rarity: They're trying to snap them out of their fear-induced states, I just hope that this doesn't have long lasting effects.

Meanwhile, in Toby's mind, he too also was surprised to see where he is.

Toby: What, where am I, and I'm in engine mode? Applejack? Thomas? Henry? Where did everybody go?

He was about to roll forward when his wheels cave underneath him, causing him to derail and it hurts him.

Toby: Oww! What, my wheels, I, can't move!

King Sombra: (Telepathically) Well, saves me the trouble of hunting you down.

Toby looks around until he can make out a figure coming closer to him, it was Sombra in his engine form.

Toby: Sombra, but how are you…

King Sombra: Oh, I wouldn't worry about that now, but I am here for another purpose.

Toby: And what's that, taking over Canterlot, that's not gonna happen.

King Sombra: Oh, it will happen Toby, but the real question is, how are you getting out of this, look around you.

Toby looks around himself and to his horror, a couple of wooden planks began coming off him, inflicting him with pain as he exclaims, he's breaking apart.

Toby: Owww! What is this?! Oww!

King Sombra: Don't you know, I have the power to show my victims their worst fear. I've already done it to one of your friends, now I'll continue to do it to the rest of your friends.

Toby screamed again as more planks fell off of him, hurting more and more every time. Sombra laughs evilly as he disappears. Toby wants this torture to end.

Toby: Please! Please, make this stop, make this stop, this hurts too much, please stop!

Back in reality, Applejack is trying to get him to snap out of it.

Applejack: Toby, don't let this here magic scare out of your wits, you hear me. You have to fight this, don't let Sombra control you.

She then sees Toby's geode glow magenta as it covers Toby, his eyes go from green to normal as he panted heavily. He looked over himself and sees he's not fallen apart.

Toby: (Panting) Phew, thank god, I'm not falling apart anymore.

Then, he sees Applejack hugging him, she was scared for him. He was surprised but hugged back.

Applejack: Oh Toby, you had me worried sick.

Toby: I'm so sorry Applejack, I didn't mean to make you scared.

Applejack: It's okay sugarcube, at least you're safe from Sombra's terrifying grip.

Toby: But what about the others?

James: Don't have to worry about me Toby, I freed myself from Sombra's spell.

Rarity: What about the others?

Applejack: They're trying to get them to get out of Sombra's spell, I just hope it's enough.

Meanwhile, in Rebecca's mind, she was still in her human state, and looked around, seeing that she's in a dark cave. Needing light, she used her hand to generate some light as she wandered to find her friends.

Rebecca: Hello, guys, girls, where are you. are you in here? If this is a joke, I'm not liking it, is it your doing James? Hello?

She yelped a little when she walked through something, rubbing her face with her hands, she sees she walked into a web.

Rebecca: Ahh, eww, eww, eww, disgusting. I hate spider webs!

She runs off, but unaware, that a large, creepy figure watches her enter the cave. Rebecca is still looking for her friends until she sees that she's hit a dead end.

Rebecca: A dead end! Then where the heck are my friends at?

King Sombra: (Telepathically) Oh I'm sorry dear, they're not here unfortunately.

Rebecca looks around hearing Sombra's voice.

Rebecca: You don't scare me Sombra, I know your dark magic tricks.

King Sombra: (Telepathically) Oh, do you now?

Rebecca looks into the darkness and she sees something that makes her skin crawls, appearing in the darkness are eight green eyes blinking at her. Rebecca's breathing quickened as she backed away until she hit the wall. Emerging from the shadow, is Sombra in his giant, creepy spider form.

Rebecca: Spiders, why does it have to be spiders?

King Sombra: (Chuckles evilly) All the more reason to expose your worst fear, and as beautiful as you are Rebecca, you'll eventually become food for my little pets here.

The spiders chitter as they skitter towards Rebecca. Terrified, she tried using her powers, but her hands were suddenly covered in spider silk, she shrieked as the spiders come closer. She tried to back away, but she went onto a giant web which frightened her more. She tried getting out but the spiders shot globs of silk over her arms pinning them onto the web. They also shot globs of silk onto her legs keeping them pinned onto the web. Rebecca screams as she sees spiders crawling towards her.

King Sombra: Your fear makes my power stronger, it's only a matter of time before my spiders can feed. See you in the afterlife. (Chuckles evilly)

Sombra disappears into the darkness, leaving Rebecca alone to suffer her fate with the hungry spiders. She then sees one of the bigger spiders wrap her body in silk, like she's a bug caught in an actual spider web. Unfortunately, Rebecca is not liking this nightmare one bit and tries her hardest to wake up.

Rebecca: Please, please wake up! This is a dream; this has to be a dream. Wake up!

She looks to see the bigger spider wiggling its fangs as she can see a drop of venom ooze out of one of its fangs. It hissed, getting ready for the kill, until…

Fluttershy: Rebecca! Rebecca, snap out of it, don't let his magic control you, you're stronger than this. Fight it Rebecca.

She then sees Rebecca's geode glow yellow as it covers Rebecca, her eyes go from green to normal. She shrieked and panted heavily, looking over herself, seeing no webs and spiders. Fluttershy sees this and hugs her.

Fluttershy: Shh, shh, it's okay, it's okay Rebecca. Breathe, breathe, I'm right here.

Rebecca: Spiders, Sombra scared me with spiders!

Fluttershy: Well, you're here now, and I'll do everything I can to help you.

Toby: Not to mention the rest of your friends Rebecca.

Rebecca looked at Fluttershy with tears in her eyes, before she returned the hug from Fluttershy. Which she's determined to get her back to her normal self. Meanwhile, in Edward's mind, he was still in human form as he looks around, he's in some sort of house.

Edward: What the, where am I? I'm in, someone's house, hello, anybody home? Thomas, Fluttershy, Pinkie?

King Sombra: (Chuckles) Oh, I don't think they're here to hear your voice.

Emerging from the darkness is King Sombra staring Edward down.

Edward: Sombra, I should've known you were behind something like this, get out of my head.

King Sombra: Oh, I don't think so, why don't you come and face me.

Edward: Gladly.

Just as he was about to walk towards Sombra, his legs gave out from underneath as he landed on his knees while bracing on his hands. Edward was confused, until he looked at them and to his horror, they're becoming old and wrinkly.

Edward: Ahh, what kind of witchcraft is this?!

He watches as one of his arms become old and wrinkly as the transformation ensues.

King Sombra: You know what happens to the old and the frail, my dear Edward, they become weak, fragile and slow. Your motor functions slow and your legs could barely hold the weight of you, hence why you need a cane.

Edward, now sporting grayish hair, now sees a cane on the floor. He strains his now old arm to try to get the cane. Once he did, he tries to stand despite his now old age.

King Sombra: So weak, you can barely do anything you can do yourself, so weak, you're obsolete.

Edward: (Elderly) I'll show you, not to underestimate the old.

He shakenly brought his arm out to use his arm blasters, but to his shock, it's not there.

Edward: (Elderly) What?!

King Sombra: Looking for these?

Levitating in his hand, is Edward's arm blasters.

Edward: (Elderly) Give them back!

He groaned sharply as he collapses on his knees, holding his chest in pain.

King Sombra: Oh, and they're susceptible to diseases, along with body attacks, mainly heart attacks. You may not survive this, but, you might, if you can. (Chuckles evilly)

Sombra dissipated into nothingness, leaving Edward to suffer his predicament. Edward is still in pain as he lays on the floor.

Edward: (Elderly, weakly) Twilight…help me….

Twilight Sparkle: Edward, listen to me, you're stronger than you seem Edward. Don't let Sombra's magic control you, fight this.

She then sees Edward's geode glowing pink as it spreads the glow all over him, his eyes return to normal from the influence of Sombra's magic. Edward gasped and panted heavily, shocking Twilight.

Twilight Sparkle: Edward, are you okay!

Edward: (Panting) I've just had the worst nightmare, I was becoming old and slowly deteriorating.

James: Eesh, that's so unsettling, it's giving me the heebie jeebies.

Twilight Sparkle: Edward, was your fear, old age?

Edward: (Sighs) Yes, I'm afraid of getting too old while in my prime, and I dread for that day to come.

Rebecca: Nonsense Edward, you're never old to us.

Toby: You've helped all of us make Sodor our very home we live in.

Edward: Thank you guys, you're the best.

Applejack: Can we also point out that Sombra's fear magic is making the Steam Team experience their worst fears. Toby breaking down, Edward getting old, Rebecca's fear of spiders and James's fear of bees and getting dirty.

James: Which is the absolute worst experience of my entire life.

Edward: Then, who is next.

Meanwhile, in Emily's mind, she was puffing down an unknown line, it was foggy so she couldn't see what's in front of her. She has to slow down to avoid any collision. She looked around, trying to see where she is.

Emily: Hello, is anyone out there? Where the heck am I, I'm definitely not in Canterlot?

She then hears eerie noises that immediately made her boiler shiver as she looks around trying to find who made the noises. Soft chuckling, cackling, creepy noises, fill the fog making Emily uneasy.

Emily: Guys, is that you, if it is, this isn't funny.

King Sombra: Oh, this is no joke Emily.

Emily recognized that voice and looked around for any sign of Sombra.

Emily: You know you can't fool me Sombra, I know you're around here.

King Sombra: You're a smart girl, remember this memory.

Emily was confused, until she sees wisps of air emerging from the fog, shifting into ghosts which did indeed jog something in her memory.

(Flashback: Sir Topham Hatt has tasked Thomas and Emily to head to the scrapyard to collect iron for a delivery. Percy warns them to look out for ghosts, since it's Halloween, at first, Thomas and Emily didn't believe him, thinking it's silly make believe as they head for the scrapyard. But as they head to the scrapyard, fog began to roll in, creating an uneasy atmosphere that Thomas and Emily could feel it in their boilers, making them very nervous and scared. Unaware to them, Arry & Bert saw an opportunity to scare them more, creating ghostly noises and bumping the freight cars to make it look like they're moving by themselves, which frightened the two even more. But once they enter the smelting shed, shadows make strange shapes look creepy, chains clank and sparks fly. Thomas & Emily tried to be brave, but even this place makes it very spooky. Emily had to be repositioned to get the trucks, when she didn't notice a large tarp fall on top of her. Thinking the ghost has got her, she panicked and raced forward, with Thomas puffing backwards away from Emily, thinking the ghost is after him and the same goes for the diesel twins. After a long chase, they stopped at a works shed, which by some miracle, wind blew the tarp off of Emily, making the ordeal over.)

Emily remembered every bit of that memory, and that frightened her.

Emily: No, no, no, no, no, get away ghosts! Get away!

Emily raced away as fast as she can go from the ghosts, Sombra's ethereal form emerged from the fog.

King Sombra: Chase her my spirits, she's got another surprise in store for her.

The ghosts cackle as they chase after her before Sombra vanished in the fog. Emily is still racing to get away from the ghosts, at first, she might be in the clear until she heard the cackling again. She looked back and sees the ghosts flying after her. Emily is scared and raced faster and faster, her wheels spin and spun, trying to outrace the ghosts, but she wasn't paying attention to the buffers. She looked forward too late, as she put her brakes on. She smashed into the buffers and came off the tracks. The ghosts saw this and disappear in the fog, leaving Emily dazed, bruised but okay.

Emily: (Groans) Uhh, did anybody get the number of that buffer beam. Now, where am I?

King Sombra: Recognize this place?

The fog lifts revealing to be Black Loch.

Emily: This is Black Loch; I don't see anything scary about this place. At least I can say to my seal friends.

King Sombra: (Chuckles) You sure about that?

Emily was confused, until she sees something in the water, something that don't look seal-like at all. It was scaly, bony and its very fast. Emily is starting to get nervous, until she hears a sinister growl. She begins shaking in fear, until emerging from the water, using its large scaly legs with webbed feet, a large scaly tail emerges from the water, followed by a large, reptilian neck connecting a large plesiosaur-like head with sharp teeth as it looks at Emily.

King Sombra: What's it called, oh yes, the Black Loch monster.

Emily: No, it can't be!

King Sombra: Oh, it can be, I would stick around, but I have more of your friends' fear to feast. Enjoy becoming food to him. (Chuckles evilly)

Sombra dissipated in the mist, leaving Emily at the fate of becoming chow for the hungry Black Loch monster. It then roared at her, which caused her to shriek in fear, until…

Rarity: Darling, listen to me! Don't let Sombra's magic take over you, you are a strong, powerful individual. You've fought the toughest battles ever since you guys came here; you have the heart of a warrior Emily. Fight it!

Suddenly, Emily's geode begins glowing orange as it spreads all over, Rarity watches as her eyes return to normal, removing the influence of Sombra's magic. She gasped and panted heavily as Rarity embraced her.

Rarity: It's okay darling, you're safe now.

Rebecca: Emily, are you okay?

Emily: It was horrible, I was in dense fog and I hear cackling laughter from ghosts, and I'm terrified of ghosts, but what's worse, he showed the true Black Loch monster.

James: Wait, he showed you the Black Loch monster, it's not a real monster, it's just a legend.

Emily: Well, it certainly felt real James.

Rarity: But you're here now Emily, no more Black Loch monster and ghosts are gonna harm you anymore.

Emily: (Panting) Thank you Rarity, I couldn't have done it without you.

Edward: I'm now extremely worried for the rest of our friends, who knows what Sombra's fear magic is doing to them.

Applejack: And we'll make sure that they're broken free from that spell.

Meanwhile, in Percy's mind, he was wandering around a dark forest shaking like a wet dog trying to find his friends.

Percy: Thomas! Edward! James! Sunset! Everybody, where are you! I'm not liking this one bit, I gotta get out of here.

He runs through the forest, unaware of some bats watching him and Sombra as well.

King Sombra: (Chuckles) Let's say we play with our prey, give him a good scare.

The bats chitter evilly as they leap out of the trees and fly towards Percy. As Percy runs, he hears chittering.

Percy: Huh, where's that chittering coming from?

King Sombra: (Chuckles) Hello little Percy.

Percy felt like his heart is about to leap out of his throat as he looks around for Sombra. He brought his hands to shoot his arm blasters, but he realized they're gone.

Percy: What?! Where are my arm blasters?!

King Sombra: Looking for these?

Sombra materialized back to his normal form with the arm blasters in his hands.

Percy: Hey, give them back!

He lunged towards him, but Sombra dissipated again as Percy crashes into the ground, Sombra materialized back together.

King Sombra: (Chuckles) You humor me Percy, but unfortunately, you won't be around to survive for much longer.

Percy: You think I'm scared of you, I'm not, and I will survive along with the rest of my friends. And when we find you, we will defeat you.

King Sombra: (Laughs) Keep dreaming pal, besides, I think my little pets want a piece of you, if you believe in vampires.

Sombra snapped his fingers as Percy hears chittering going all over the forest, until he looks at one tree that made his body turn to jelly. There, in the tree, was a big flock of vampire bats. They look at Percy as their nose sensors detect his presence and see that he is rich with blood. They chitter happily seeing a fresh blood meal.

Percy: B-B-B-B-B-B-Bats!

King Sombra: I run if I were you, otherwise, you might be sucked dry. (Laughs)

Percy immediately began running away from the bats, and after a few seconds, the bats began dispersed from the tree and fly towards Percy. Percy is running for his life, not wanting to have them suck his blood, but the bats are slowly closing in as three dive towards him and began singing to him.

BG Music: Monsters Everywhere- Thomas & Friends (Bats ft. Eyes singing)

Bat #1:

What's that just around the corner?

Bat #2:

Something in the rocks & trees.

Bat #3:

Slowly, slowly getting closer.

Bats:

Makes you want to jump and wheeze

Monsters everywhere, hiding in the trees!
Just behind the rocks, blowing in the breeze!
Monsters everywhere, doing as they please!
They try to scare you!

Percy continues running away from the bats as they try to bite at Percy's neck. He rolls under logs, swung on a few branches and jump over rocks to get away from them, but they're still on his tail.

Bat #1:

Is your heart getting colder

Bat #2:

As you slowly move around?

Bat #3:

Must be brave, you must be bolder.

Bats:

It's no more than silly sounds!

Monsters everywhere, hiding in the trees!
Just behind the rocks, blowing in the breeze!
Monsters everywhere, doing as they please!
They try to scare you!

Just as he couldn't get away from the bats, he spots a tunnel and goes in to avoid the bat's detection. Unfortunately, bats have extraordinary echolocation, so they have no problem locating Percy. Percy had to stop running as he panted, he hopes nothing else could give him a fright.

Percy: (Panting) Phew, finally, got away from those bats. (Sighs) How am I gonna get out of this nightmare!

?: Oh, there's no leaving here, you'll experience your fears for a long time.

Percy looks around trying to find out who spoke to him, until he sees a small group of eyes emerging from the dark as they hover towards Percy.

Eyes:

Look out! Look out!
They're all about!
Where?
Look out! Look out!
They're all about!
Where?
Look out! Look out!
They're all about!
Where?

Percy couldn't take anymore and screamed as well as run out of the tunnel in fright, followed by the three bats chasing him.

Bats:

Monsters everywhere, hiding in the trees!
Just behind the rocks, blowing in the breeze!
Monsters everywhere, doing as they please!
They try to scare you!

Monsters everywhere, hiding in the trees!
Just behind the rocks, blowing in the breeze!
Monsters everywhere, doing as they please!
They try to scare you!

Percy: WHEN WILL THIS NIGHTMARE END!

Pinkie Pie: Percy! Percy, snap out of this! Please, I don't know what I'll do without you if you're consumed by this magic. Don't let Sombra control you Percy, please, come back to me my Percy Wercy.

She hugged Percy tightly in any hope of getting Percy out of Sombra's hold. His geode glowed purple as it covered all over him, Pinkie was surprised seeing this. Percy's eyes return to normal as it was released from Sombra's magic. Percy gasped and realized he was in Pinkie's arms.

Pinkie Pie: Don't worry Percy, I got you, I won't let Sombra steal you away.

Percy: I've had the worst nightmare in all my years, I've seen eyes in the darkness, and vampire bats wanting to suck my blood.

Fluttershy: That is most horrible, I should never have you be scared of bats, nor with James afraid of bees, and Rebecca afraid of spiders.

James: Do you really think you can help cure our animalistic fears Fluttershy.

Fluttershy: Of course James, after all, I do talk to them. So, I'll do my best to help cure your animal fears.

Percy: What about the others?

Applejack: Let's just the others can help them get out of their fears.

Meanwhile, in Gordon's mind, he puffs into Knapford Station about to pull the express.

Gordon: (Sighs) This is the life, the life of an express engine to pull said express.

King Sombra: (Chuckles) Oh, you sure about that.

Gordon looked around hearing Sombra's voice thinking he isn't convinced.

Gordon: You think you can trick me Sombra, for I am far from convinced to believe in your shenanigans.

He then feels something bump into him, he looks back seeing a long goods train but he couldn't see the engine that gave him the goods train.

Gordon: What?! A goods train, a goods train! Who dares take away my express and gives me a stinking goods train!

King Sombra: You're in my world now Gordon, and welcome to your nightmare.

Puffing next to him, is the engine form of King Sombra.

Gordon: You unfathomable swine, replacing my coaches with a flipping goods train!

King Sombra: (Chuckles) Oh I've been called far worse my friend, but for those taking over your express, see for yourself.

Gordon looked over and sees express diesels pulling the express coaches, more streamlined and faster than even Gordon can perceive.

Gordon: No, no, no, NOOOOOO!

King Sombra: Well, looks like your, who was it again, Fat Controller has demoted you into a meager goods engine.

Gordon: Sir Topham Hatt to you Sombra!

King Sombra: Whatever, but anyways, might want to get a move on, you don't want this train to be late do you?

Sombra used his magic to control the trucks as they push him forward, forcing Gordon to move as he puffs away with his long goods train, still in distraught and very cross, leaving Sombra the only one on the platform.

King Sombra: (Chuckles) Unfortunately for you Gordon, this goods train, will very be your last. Enjoy your trip. (Laughs evilly)

Sombra laughs evilly as he disappeared. Meanwhile, Gordon is still puffing with his heavy load venting his frustrations on the fact that he is replaced by express diesels stealing his coaches and taking over his express route.

Gordon: This is disgraceful, disgusting and despicable all rolled into one! To think that I would be replaced by vulgar diesels, and they have the nerve to take my express route and my express coaches! Oh, the shame of it, oh the shame of it!

As he puffs on with his train, the trucks began pushing him until they pushed him onto an unknown line who was oblivious to this as he travels down the line. After a little bit, Gordon looks down on the line and immediately memories began flooding his mind.

(Flashback: Gordon thinks he's the proudest and best, when he pulls the express, when Salty arrived. He teased of him pulling freight cars being an important job, which Gordon dismissed saying express engines don't pull freight cars and it wouldn't be dignified. Fog rolled in and Sir Topham Hatt had tasked Thomas, Henry & Percy to help out at the docks. But he tasked Gordon to pull a goods train, which he couldn't believe he heard. So he waited impatiently for his goods train, Thomas questioned on why the rush, then Gordon tells him that he must show Salty on how an express engine pulls freight cars, which Salty remarked saying don't get too big for your buffers, of which Gordon ignored. As he puffs down the line with his freight cars, a careless signalman forgot to switch the points from the mainline, to the old branchline of which Gordon went on. It was old, weak and rusty, and there were warning signs telling engines to go slow, but Gordon ignored it stating that express engines don't go slow and went even faster. The branchline couldn't take his weight and the rails buckled, which sent Gordon off the tracks with his train crumbling and falling down the slope and Gordon racing down the field, first crashing into a big pile of earth, then a pile of barrels which dislodged his tender, then a works shed and later stopping at a farmer's field, leaving Gordon very embarrassed.)

Gordon: No, no, no, no, no, no, this is where I had my accident with the trucks! Stop, stop!

Gordon tried to apply his brakes, but the trucks continue pushing him, the rails buckle underneath until…

Gordon: Ohhhh help!

Gordon cried as he slid off the tracks and into the field, reliving his accident. Once he stopped, he was very dizzy and he could hear faint laughter from Sombra, but he could also hear faint words from Rainbow Dash.

Rainbow Dash: Gordon! Gordon, snap out of this! Are you gonna go down and fall under Sombra's magic! Well, don't, because I don't want you to lose your sanity. Don't let Sombra control you Gordon, you're stronger than this, fight this, fight it!

As if by magic, Gordon's geode begins glowing a navy blue as it spread all over it, she then sees his eyes go from being controlled by Sombra, to normal. Gordon gasped sharply and is met by Rainbow's embrace. He looked at her, sensing she was very worried, scared and emotional. He then wrapped his arms around her.

Rainbow Dash: (Sniffles) You had me really worried Gordon, I just, can't imagine my life without you.

Gordon: I-I'm sorry I worried you Rainbow.

Applejack: In all my years of knowing Rainbow Dash, I never picked her as emotional.

Toby: She was worried about Gordon, you know.

James: Now we've got the rest of us, now we need to help Nia, Henry & Thomas.

Meanwhile, in Nia's mind, she was back at Africa.

Nia: What? I'm, back in Africa? Hello, everybody, hello? (Yawns) Why am I so tired, I guess I can sleep in my shed.

Nia puffs on to her old home in a shunting yard, but when she arrived at her shunting yard, she was horrified seeing demolition crews taking down her shed.

Nia: What?! Hey, stop, stop this right now! This is my shed, I live here!

Demolition Worker #1: Sorry ma'am, but they contracted us to demolish this here shed, in order for a camel farm to be built.

Nia: But, this is my home! I live here!

Demolition Worker #1: You sure about that, because on the paper, you left this shed without a reason to. So, move along ma'am, we have work to do.

Nia was distraught, so she raced away, away from her former home. Now, not knowing where to go, she puffs off until hearing another engine coming from behind.

Nia: What the, who is behind me?

King Sombra: Feeling homeless are we Nia?

It was Sombra in his engine form chasing Nia.

Nia: (Gasps) Sombra, you had something to do with this! Why are you inside my mind.

King Sombra: (Chuckles) What can I say, I just live to torture my prey, and that prey is you.

Nia is frightened and tried to puff away as fast as she could to get away from Sombra, but he came closer and closer to her. Nia is now extremely scared as she tries to escape him, but she didn't see that the track is broken in front of her and is jutting out in a different direction, until it was too late. She hit the broken track, smashed into the sand and landed on her side. She groaned after she fell, Sombra slowly approaches her smirking with sinister intent.

King Sombra: (Chuckles) You engines are so gullible, look at you, all of your friends, including you, fall victim to my fear magic. Delicious fear for me to feed on, but I have more of your friends' fear to feed. Enjoy your time, homeless. (Laughs evilly)

As Sombra dissipates in the air, Nia looks around helplessly, seeing nobody, no trucks, no people, no engines, not even an animal in sight. She's all alone, helpless and without a home.

Nia: Hello! Anyone, help me please! I'm on my side, and I can't get up! Somebody, help me! I don't want to be alone, please, I don't want to be homeless!

No one is around to hear her screams for help, she's alone and no one is around to save her. She was about to accept this grim fate of hers, when…

Sunset Shimmer: Nia! Nia, calm down! Don't let Sombra's fear mess with your mind. You're a fighter, and fighters must keep fighting. You can fight this Nia, believe in yourself.

She then sees Nia's geode glowing dark green as it covers her body, Sombra's essence is stripped away from Nia as she opened her eyes and panted heavily, Sunset immediately hugged her to calm her down. Nia couldn't do anything but embrace Sunset and cry, she was scared, really scared.

Sunset Shimmer: There, there Nia, it's okay, you're safe now, Sombra can't hurt you now.

Nia: (Sniffles) He scared me, he scared me so bad.

Sunset Shimmer: I know Nia, but you have all of us and your friends to support you, and I promise you, all of us will defeat Sombra, once and for all.

Gordon: You can be sure of that Nia.

James: He messed with all of our heads.

Rebecca: Flooding us with all of our worst fears.

Edward: He tried to break us.

Toby: But that only made us stronger, with not just our willpower, but our special abilities as well.

Percy: He's awakened the wrong type of beasts.

Emily: And we will destroy Sombra, no matter what it takes.

Nia: (Sniffles) Thanks you guys, it means so much to me, thank you.

Meanwhile, in Henry's mind, he awoke and looked around, and he was surprised that he was in his engine form.

Henry: Hello, Fluttershy, guys, girls! Where are you!

He then looked ahead and sees what he can make out, a field of green which can only mean.

Henry: (Gasps) My forest! That can't be true, I haven't seen my forest in ages, I wonder if its greener than ever before!

Henry raced over to see the state of his forest, but unbeknownst to him, following him is a black mist-like cloud as it soars behind Henry. As soon as he reaches the forest, he was shocked and horrified to see lumberjacks cutting down some of the trees. Henry fumed and rushed over to them.

Henry: Hey, drop those chainsaws right now! This is protected land, you're not allowed to do any lumberjacking, unless it's to trim the trees down or cutting down trees that are too close to the line. So drop them down and leave!

Lumberjack #1: Who gave you the right to authorize us?

Henry: Uhh, hello, this is my forest and Sir Topham Hatt's, go take it up with him if you have a fricking issue. Get out of here!

Lumberjack #1: You threaten us and we'll report you.

Henry: Just try me, I'll run you over if I have to.

He blew out massive clouds of steam at them causing them to back away.

Lumberjack #1: (Coughs) You stupid engine, one of these days, you will pay for this. I can assure you, you'll know what hell means.

The lumberjacks backed off of Henry and walked away defeated. Henry sees them leave and smirked in triumph.

Henry: Ha, eat steam you stinkin lumberjacks! Nobody and I mean, no one, touches my forest, unless you have a permit to cut down trees close to the line! They might cause trouble if you don't!

King Sombra: (Chuckles) Oh you think you're the forest's special guardian aren't you.

Henry looked around and see Sombra materialized as a cloud specter looking at Henry.

Henry: Sombra, I should've known you were behind something like this, bringing in lumberjacks to cut up my forest, that crosses the line.

King Sombra: (Chuckles evilly) Do you think you claim this forest as your own, I think not.

Henry: You think you have domain over my forest, think again.

King Sombra: Wanna test your little claim.

Sombra's hand rose in the air as Henry watches, he snaps his fingers and lightning strikes a tree as fire begins sparking. Seeing the fire horrified Henry as he watched his forest begin to burn.

Henry: (Screams) No! No, my forest, stop this now!

King Sombra: (Laughs evilly) You forget my dear Henry, you're in my domain, I take pleasure in causing everyone's fear to come true, and yours is certainly delicious. Enjoy your suffering, I have a main course to enjoy.

Sombra dissipates as Henry watches the forest constantly burning and he could not do anything about it, meanwhile, Fluttershy is trying to wake him up.

Fluttershy: Henry! Henry, wake up, wake up! This isn't real, this is an illusion Sombra is putting you through! Please, wake up!

Just as if she's lost hope, Henry's geode glowed grey as it covers Henry dissipating the fear magic Sombra casted. Henry opened his eyes and was greeted with a teary Fluttershy who hugged him tight.

Henry: Fluttershy, what happened?

Fluttershy: (Sniffles) Oh Henry, you scared me so much. I thought I was gonna lose you.

Henry: I'm so sorry that I scared you like that, I'm sorry that I worried you like this.

He embraced her and kept her in his embrace to comfort her. The rest of the Steam Team and Rainbooms watch the touching moment.

Rainbow Dash: Now that Henry is cured, that leaves one more.

Rarity: And this one might be the hardest one.

In Thomas's mind, he was in a void filled with purple smoke, looking all around trying to find his friends.

Thomas: Hello, guys! Sunset, Percy, Toby, Twilight, Edward! Where are you!

King Sombra: (Chuckles evilly) Finally, I've finally gotten some alone time with the one individual that gave me a hard time.

Thomas looked around and sees a column of dark cloud swirling around until it materializes into King Sombra.

Thomas: Sombra!

Thomas was about to lunge at him, but Sombra used his magic to freeze Thomas in place, as he smirked evilly.

King Sombra: (Chuckles) You certainly humor me Thomas, but I'm not here to fight. In fact, I want to make you watch your greatest fear in your very soul. Your worst fear that'll break the very existence and every fiber of your being.

Thomas: You wouldn't dare.

King Sombra: Oh, I will, watch me.

His eyes glowed green as he enhances his hold on Thomas, showing him the Island of Sodor. He looked around seeing if something has changed. Sombra later materialized next to him, showing no sign or need to attack him which made Thomas wary.

Thomas: Why are you doing this? To expose all my friend's their greatest fears. For what, for your personal amusement?

King Sombra: (Chuckles) Still, you humor me, and yes, I tend to expose your friend's greatest fears to make them feel weakness. To make them show that they're not truly invincible, and for you my friend, this will prove my point.

His eyes glowed green as the island is transformed into a large barren wasteland, buildings destroyed, land scorched, water polluted, fire smoldering, smoke billowing and the only one standing is the Dieselworks. Thomas's eyes widened and his mouth agape so wide seeing the destruction all over the island. What horrifies him the most is scrapped engines littered all over the island, and standing at the entrance of the Dieselworks, Thomas could recognize figures in it as Sombra hovers in front of them.

King Sombra: Recognized some of them Thomas?

Thomas: Yes, I do, Adagio, the one that killed me before I was resurrected. Cozy Glow, Twilight mentioned me about this little Pegasus, Bulgy and George, should've known they would stoop under Diesel 10's brigade. And speaking of brigade, Arry & Bert and Bowler! They're the bane of all our existence. Vinnie, the big bully and Timothy, my former brother who I want no part of. Why are you showing this?!

King Sombra: Your drive to protect the dimensions will ultimately fail, Sodor being one of them.

Thomas: No, I won't stand for this! I will protect my home and the dimensions, and it'll start with you!

Thomas charges at Sombra to attack but Sombra and the island illusion disappeared as Thomas stops and looks around. He clearly didn't like Sombra disappearing, and knows he's toying with him. Sombra materialized back, smirking his evil smirk.

King Sombra: You still humor me, but I feel like I still have more to show you.

His eyes glowed green as he enhanced his hold on Thomas even more, as the landscape changed again. This time, it was Canterlot as Thomas looked around. But the only difference is, there's no one in town, not even his friends, not even Sunset Shimmer.

Thomas: Canterlot? Why are you showing me these places Sombra!

King Sombra: Observe.

His eyes glowed green as all of Canterlot is transformed into another barren wasteland, buildings and land destroyed and obliterated, fire and smoke billowing everywhere. Thomas was once again horrified seeing the whole town decimated, most shockingly, Canterlot High looks like it has been in a warzone. Thomas clenched his head as he collapsed on his knees.

Thomas: Please, please, make it stop! Just make it stop!

King Sombra: (Chuckles evilly) Oh no, the feast is still fresh, let me shed more, making you feel what you have lost.

Shadows ooze out of the ground, indicating figures about to take shape. To Thomas's horror, it was all of the Rainbooms on the ground defeated and incredibly beaten from their injuries. And standing in front of them were the culprits: Aria Blaze, Sonata Dusk, Midnight Sparkle, Storm King, Diesel, Diesel 10, Splatter and the Horrid Lorries. And in Diesel 10's claw arm, is Sunset Shimmer grasping onto by her neck before he smirked evilly and threw her onto the ground. This fueled not only Thomas's anger, but also his sadness since this is his girlfriend that he's seeing. Sombra could feel it, Thomas's fear growing ever bigger, and it's delicious to him.

King Sombra: And it only gets better from here.

His eyes glow green again and the landscape changes to Equestria, in the Canterlot Castle. Thomas looked around seeing the destroyed castle, and in the distance, he can see shadows with only their glowing evil eyes shown. But what's even more shocking and mortifying for Thomas, he sees his friends, lying on the ground, covered in wounds, defeated in what seems like a full on battle. The darkness disappears revealing a large red centaur, Queen Chrysalis, Dodge, Bulstrode, along with three other mystery eyes, a pair of red eyes, white mysterious eyes and green glowing eyes. Seeing his friends lying almost dead on the floor made Thomas breathe really heavily as a faint purple wisp appeared on the sides of his face, his arms trembling and shaking. Sombra sees this and smiles evilly.

King Sombra: (Chuckles) Can you feel it Thomas. The realms you sought to protect will end in failure. The League of Villains will triumph and lay waste to the realms, conquering them one by one, until there's nothing left. And what will you do, simple, you'll watch and see your visions as failures.

The illusion ended as it returned to Thomas's mind, still under the influence of Sombra's fear magic. Sombra watches Thomas breathing heavily, his body trembling and shaking, until he hears a faint sound.

Thomas: (Whispers quietly) You…you monster.

King Sombra: Oh, I'm sorry, what was that. I can't quite hear you over your mumbling. Why don't you speak a little louder for me please?

That's when it happened, all these illusions, the realms as barren wastelands or laid waste by the villains that conquered them. But worst of all, seeing his friends lying defeated in front of the villains and his girlfriend thrown to the ground with such force by Diesel 10. Sombra had struck a dangerous nerve with Thomas, and it made him snap. Thomas's eyes snapped open revealing purple irises.

Thomas: YOU MONSTER!

Thomas lunged at Sombra and fired a massive golden beam at him which took him by surprise as he was flung far before crashing to the ground. Thomas ran towards Sombra with an intent on killing him. Sombra got up and healed himself from the surprise attack that Thomas gave him, feeling a little impressed by this. Just as Thomas was about to attack him again, Sombra magically summon dark tendrils and wrapping them around Thomas's limbs, subduing him as the dark king walked towards Thomas.

Thomas: I'll kill you Sombra, I'll kill you dead!

King Sombra: (Chuckles) I gotta say, certainly wasn't expecting such a powerful beam attack like that. I almost felt that, I'm impressed. But, ultimately futile, you have a dark power within you Thomas, I can sense it, you can join me Thomas, we could rule the realms with our combined power.

Thomas: I will not be your servant, and I will never serve evil.

King Sombra: So be it, then I shall unless the darkness within you!

Sombra crackled with dark power and grabbed Thomas, electrocuting with dark electricity which caused Thomas pain. But unbeknownst to him, Sombra may have slowly jumpstarted the very dark power that Thomas had stored inside him, but before he can do more damage, Sunset tries her hardest to wake Thomas up.

Sunset Shimmer: Thomas! Thomas, wake up! You can fight this dark magic; you've dealt with threats far worse. From Diesel, Timothy, Chrysalis, Midnight Sparkle, you can beat Sombra and you will eventually beat Diesel 10! Please, do this for us, do it for me!

Then, something magically happened, Thomas's geode glowed gold as it covered Thomas's body, making a bright light that almost blinded everyone. The glow subsided, fully curing Thomas from Sombra's fear magic. Thomas groaned as he gets up, still injured but has fully conquered the fear magic. Sunset relieved to see him alive hugged him close to her.

Thomas: Gah! Easy Sunset, I'm still sore from that fight with Sombra.

Sunset Shimmer: Oh, sorry Thomas. I guess every single of you are still feeling the effects of this fight.

Henry: (Groans) You can say that Sunset.

Percy: He's certainly no joke and you say he was the former king of the Crystal Empire!

Nia: Kings, from what I remember somewhat, can sometimes rival queens in terms of power, right?

Sunset Shimmer: Very rarely, but it can sometimes be the case.

Gordon: (Growls) I can't believe it! I got beat by Spencer, I will not stand for it!

Edward: Gordon, I know how much you really envy Spencer by his speed and everything, but right now, we just got our butts handed to us by this fallen king.

James: Not to mention who he's got as his servants, not just Spencer, but Hurricane and Frankie.

Applejack: I assume you know who Hurricane and Frankie are?

Thomas: These two were the owners of the Steelworks, while I was heading to the mainland….

James: Which you stole my train by the way, Thomas!

Thomas: ….as I was saying, while I was heading to the mainland to deliver the train, I got myself lost and happened to stumble upon the Steelworks. At first, Hurricane and Frankie were decent chaps who helped me find a place to stay after my journey with them helping to deliver the train. But, that's when the dark truths lie, they need help to run the Steelworks, and they can't do all of it by themselves, so they had me help them out in transporting their steel. Which resulted in them wanting to keep me around and not return home. So, I escaped, befriended the experimental engines Theo, Lexi & Merlin, which resulted in the Steelworks duo capturing James, forcing him to work for them while he was trying to find me. We subdued them, taught them the error of their ways and they turned a leaf.

Rainbow Dash: Yeah well, your "turning a new leaf" idea just went out the backdoor since they don't seem to want to turn to the right side.

Emily: Dash is right Thomas, whatever magic Sombra did to them, completely reversed the process you made with them. Their only purpose now, is revenge, on both you and James.

Rebecca: That certainly cannot be good, I mean, have you seen their abilities?! How can we stop that?!

Toby: Calm down Rebecca, we may be defeated, but we're still not out yet. Sure, we couldn't handle Sombra's real power, but that doesn't mean that we should back down either. We just need to keep getting stronger and stronger, hopefully, with this added strength, we will have enough to beat Sombra and stop his servants.

Rarity: This certainly won't be easy dear, like Thomas said. Hurricane & Frankie have their revenge reignited by Sombra's manipulation and dark magic, it'll be impossible to stop them but not plausible to come up with a strategy to defeat them. Spencer on the other hand is a tricky one, he's gotten way more power than even Gordon has, you all will need a miracle to come up with a plan to take him down.

Thomas: I'm sure we'll think of something Rarity, but right now, we need to…. (Cries out in pain)

Sunset Shimmer: Thomas!

Everyone gathered around Thomas, even Starlight and the Shadowbolts as they watch Thomas nearly collapse in pain.

Edward: Thomas, what's happening, what's going on.

Thomas: (Groans) Forgot…to tell you all. Sombra…discovered Nemesis's hiding spot…attempted to reignite his…spark. He's coming back…

With the last moments, Thomas passed out, leaving everyone shocked.

Percy: Thomas!

Edward: Hold it Percy, turn him on his back.

Sunset and Twilight turned Thomas on his back. Edward puts two of his fingers on Thomas's neck to detect his breathing, as well as feeling a pulse.

Edward: He's breathing and he's got a pulse. But if what Thomas says it's true, Nemesis could very well come back.

Rainbow Dash: We can't let Nemesis come back, after dealing with him back on top of that mountain. He's already a big enough deal as it is, we don't need to deal with him, as well as Sombra! We've gotta find a way to keep Nemesis contained and not come back for the foreseeable future!

Sunset Shimmer: I agree, but right now, we need to get the Steam Team checked out. We need to take them to the hospital.

Sugarcoat: Don't worry Sunset, I've already called the hospital and an ambulance is on his way.

Sunset relieved that Sugarcoat had called for help. After a while, an ambulance arrived as they help transport the injured Steam Team into their vehicles. With the Rainbooms accompanying them, they travel to the hospital. But unbeknownst to them, Nemesis is slowly beginning to return as a red mark appears on the right side of Thomas's face. The girls and engines will have to find a way and fast, before one of their old enemies returns with a taste of revenge and a chance to turn the world into darkness.

Characters in Order
1. Applejack
2. Rebecca
3. Thomas
4. Edward
5. Lemon Zest
6. James
7. Rarity
8. Nia
9. Sunny Flare
10. Pinkie Pie
11. Fluttershy
12. Emily
13. Sour Sweet
14. Twilight Sparkle
15. Sunset Shimmer
16. Sugarcoat
17. Indigo Zap
18. Rainbow Dash
19. Percy
20. Henry
21. Toby
22. Starlight Glimmer
23. Diesel
24. Class 40/Bowler
25. Splatter
26. Dodge
27. Arry
28. Bert
29. Diesel 10
30. Storm King
31. Cozy Glow
32. Timothy
33. Midnight Sparkle
34. Queen Chrysalis
35. King Sombra
36. Hurricane
37. Spencer
38. Frankie