Chapter 28: Sonic Rainboom

The next couple of weeks have been rather uneventful as there were no signs of Heartless or Nobodies, or those strange ships that Spyro encountered as he goes out into the sea between worlds, checking to make sure there weren't anymore of them in case he needed to leave post haste for an important mission. But this week, it was the Young Fliers Competition and Rainbow Dash had signed up for it as the prize for the best routine would have a day with the Wonderbolts and, knowing Rainbow Dash, she wouldn't miss this opportunity to show off what she has. Spyro was also invited to watch the event as the princess herself sent the invite to watch it as it was a very important event that royalty must attend and be one of the judges, but he felt like it was a bad idea as she is apart of his herd and would show favor to her, but the princess insisted, knowing he'd do the right thing.

He and the rest of his friends, except for Fluttershy and Rainbow Dash, were at the Golden Oak Library helping Twilight clean up her mess as she had a busy study session during the weekend and kept on nagging Spyro to explain a bit more of his magic and abilities, which he did oblige, but he had to leave out certain skills and abilities as they were too dangerous to be written down on paper. As they managed to put the final book into the shelf, everyone was getting ready to leave, but they heard something in the distance get closer, sounding like somebody screaming as they fell, so Spyro looked out the window to see who it was, but ended up getting tackled into the middle of the group, knocking all the books they worked hard to pick up down.

"Oh, Rainbow Dash, that was amazing." Fluttershy said. "Woohoo." She then looked at the mess the cyan pegasus made when she crashed and gasped. "Did my cheering do that?"

"No, it didn't." Spyro replied, getting up with Rainbow Dash on his back. "I think this speed demon did this. What were you doing anyway Rainbow?"

"Well, I was trying to recreate the Sonic Rainboom!" She replied, getting off his back as the rest of the girls got up.

"A what?" Spyro asked.

"A Sonic Rainboom is legendary!" Pinkie exclaimed, jumping onto a nearby window sill. "It's when a pegasus like Rainbow Dash goes super duper fast and then..." She then leapt off the high, scaring Spyro before she landed on the ground without getting hurt. "BOOM! A sonic boom and a rainbow can happen all at once!"

"Man, I wish all you guys could come to the Young Fliers Competition." Rainbow Dash said. "I mean, Fluttershy is a great support, but her cheering needs some work."

"Ah'd love to come watch ya strut yer stuff Rainbow Dash." Applejack said. "Rainbow Dash was the only one to pull off a Sonic Rainboom and Ah'd love to see her do it, but, unfortunately, none of us besides Spyro can fly."

"Well, I was only a filly when I did it." Rainbow Dash replied.

"But you're gonna do it again, right!?" Pinkie asked.

Rainbow Dash looked away, nervous about what Pinkie Pie asked, trying to come up with something to say, but Spyro could sense that she had doubts about her ability to do it again.

"Are you kidding?" She asked. "I'm the greatest flier to come from Cloudsdale! I can do those in my sleep."

He knew she wasn't being truthful and she was nervous, but wished not to admit it, but kept quiet so that he didn't destroy her confidence in herself, but knew he needed to have a talk with her before it started.

"Wow Rainbow!" Twilight exclaimed. "If you pull that off, you're sure to win the competition."

"And the prize for the best flier is a day with the Wonderbolts." Spyro said. "When I saw that on the posters, I knew she would be all over it."

"You bet your tail I'm all over it!" Rainbow Dash said excitedly. "Imagine it, a day with my life long heroes. Anyway, I better go rest up. Don't want to over prepare myself."

She then took off and left everyone else in the library, leaving them with the mess that Rainbow Dash left behind. Fluttershy was about to fly after her, but she turned around and looked to everyone before leaving.

"She's practiced that more over a hundred times and hasn't come close to doing it." Fluttershy said. "I don't know if my cheering will be enough."

As she left, everyone was about to get back to cleaning, but Spyro knew that His friend needed some support, but he didn't know what to do as he was to be a judge for the competition and couldn't cheer for her. And he didn't know any spells to help his friends to be able to fly or give them wings, so there was barely anything he could do. Just as Twilight had picked up the first book, Rarity nudged her, breaking her concentration when she picked up the first book and earned her an annoyed glare.

"Go on Twilight." Rarity said. "You must have a spell in here that can get us into Cloudsdale. Didn't you see how nervous she was?"

"Ya serious Rarity?" Applejack asked. "Have ya spit your bit or something? She was tooting her own horn louder than a brass section of a marching band."

"Actually, Rarity is right." Spyro said. "Rainbow Dash is very nervous. I could sense it, so having her friends with her would probably a boost to her confidence."

"See? Even Spyro agrees with me." Rarity said. "We need a way to be there for her."

She then knocked Twilight into a pile of books, annoying her even further as she popped her head out of the pile, glaring at her.

"And how am I supposed to find a flight spell in this mess?" She asked.

"A flight spell?" Pinkie asked. "One moment." She then came back with a book and tossed it to Twilight, the cover opening to a random page. "It should be on page 27."

"How'd ya do that?" Applejack asked.

"It landed on my face when Rainbow Dash crashed into us." Pinkie replied.

"Well, I would like to stay and help, but I gotta head back." Spyro said. "Need to change into my royal attire and get Scootaloo. I promised to take her to the Young Fliers Competition."

"Oh, no problem Spyro, we'll see you in Cloudsdale." Twilight said. "And by the looks of this spell, it might be a while."

Spyro left the library and walked back to Sweet Apple Acres, passing by a lot of excited Pegasi along the way who couldn't wait for the competition to start and some of the fillies and colts who were also going. When he arrived at Sweet Apple Acres, he saw Scootaloo and Apple Bloom working on their homework together, comparing notes and answers to make sure what they got was right while trying to get it done quickly so the young pegasus filly could go to the competition to watch her idle fly. He entered his room and took off his everyday jacket and put on his royal coat and circlet, looking himself in the mirror to make sure everything looked perfect before going back downstairs where the filly was sitting on the couch, finishing up the last question before looking up and see her brother coming to them.

"Got everything finished?" Spyro asked.

"Sure do!" She replied. "Is it time!?"

"Yes it is Scoots." He replied. "Time to head out."

The filly didn't wait as she got off the couch and ran up to him, Spyro kneeling down to let her hop onto his back, and walking outside, flying towards Cloudsdale. He did have to ask for directions to where the cloud city was, but when he finally arrived, his eyes couldn't believe how amazing it was as it almost looked like Olympus, but with more clouds put together, rainbow falls, and a lot of Pegasi flying around. He touched down onto the clouds he knelt down again and let the young filly hop off, looking around in admiration for the entire place as it was her first time being in the pegasus capital of all of Equestria. As they looked around, they passed may Pegasi who he recognized from Ponyville and many new ponies he didn't know, but all bowed to him as they knew who he was, but a moment later, he spotted Rainbow Dash and Fluttershy up ahead and the two of them went over to greet them.

"Rainbow! Fluttershy!" He exclaimed, getting their attention. "Good to see ya again."

"Hey Spyro." Rainbow Dash responded. "Glad you could make it. And I see you brought your little sister along to watch me win."

"Yeah, didn't want her to miss out." Spyro replied. "She's your biggest fan after all, so I thought I'd let her tag along."

"Well, well, well, what do we have here?" Asked a familiar voice, the four of them looking behind the two mares to find Dumbbell, Hoops, and Score, wearing some kind of uniforms.

"It's our old pal Rainbow Crash!" Hoops answered.

"Oh, these three again." Spyro said.

"What are you doing here reject?" Dumbbell asked. "Came to loose the competition? Or are you just here to watch some of the other fliers, who are way better than you."

"Hey, back off!" Scootaloo shouted, getting their attention. "She's a way better flier than the other Pegasi and she's going to win that competition!"

"Oooh, who invited the shrimp?" Score asked. "Sorry little filly, but flightless fillies with under developed wings don't belong in Cloudsdale. So why don't you get lost or-"

"Or what?" Spyro said, walking up behind Scootaloo. "What were you going to do to my little sister?" The three Pegasi stallions froze, their colors turning pale when they saw him, looking between him and the filly as he mentioned she was his sister, all three not knowing what to say or not wanting to say anything. "Now get this, if you threaten or make fun of my little sister, or a member of my herd again, you are going to wish you never met me. Are we clear?"

"Totally." Dumbbell said, the three of them running away.

"And good riddance." Spyro said, turning his attention to Rainbow Dash. "How you holding up? Ready for the competition?"

"You bet I am." She replied. "Totally got this in the bag."

"That's good to hear." He said. "Does that mean you got the Sonic Rainbom down?"She then looked away, trying to come up with an answer, but he already knew what the answer was. "Hey, don't sweat it. If you let your mind become clouded with doubt, thinking you are going to fail, then it will happen."

"He's right Rainbow Dash." Fluttershy said. "Just because you didn't get it the first hundred or so times, doesn't mean you won't do it now. But this time, you'll be doing it in front of hundreds, super critical, support stand ponies."

As Fluttershy mentioned that, Rainbow Dash went into a full blown panic, talking about how if she failed she'd never be allowed into the Wonderbolts and how the princess would probably banish her to the Everfree Forest, which caused her to fall to the ground and almost have a panic attack. He walked over to the panicking mare and wrapped his wing around her, letting the mare lean into him as she tried to calm down, almost hugging him.

"You're over thinking it Rainbow." Spyro said, holding her close. "You won't be banished to the Everfree. And I know you can do the Sonic Rainboom. You just need to let go of your fear. Let go of your anxiety. Just imagine your goal and nothing but your goal. Only when you commit to it, can you achieve it." Rainbow Dash was still a little nervous, but her nerves started to calm down as Spyro spoke to her, leaning in closer and closing her eyes, letting herself be vulnerable around him.

"Um, guys." Fluttershy said, pointing behind her. "Look."

The two of them turned around and couldn't believe what they were seeing as it was Rarity with what looked like butterfly wings, but they were clear with some different colored patches and were glittering.

"Holy cats!" Spyro said. "Rarity, you're flying!?"

"I most certainly am." She exclaimed, flying down to them. "Aren't they just smashing? Twilight made them with that flight spell she found."

"But, if you're here, then..." Spyro said.

A minute later, the rest of the girls appeared from the clouds in a hot air balloon, which made Rainbow Dash feel happy and excited as she got out from underneath his wing.

"I don't believe it!" Rainbow Dash exclaimed. "You made it! You guys made it!"

"We sure did!" Pinkie said, jumping out of the balloon.

"WAIT!" Rainbow Dash and Spyro shouted in unison.

However, instead of Pinkie falling through the clouds like all non-Pegasi usually do, she just landed on the clouds like they were the earth itself, confusing the pair as they watched their other friends hop out of the ballon, walking on the clouds towards them.

"Wait, hold on." Spyro said. "How?"

"That's what I was going to ask." Rainbow Dash said.

"Well, the spell we used on Rarity to have temporary wings was a bit too difficult to do more than once." Twilight said. "So, we found an easier one that lets non-Pegasi ponies walk on clouds."

"And we came to cheer ya on." Applejack added.

"Well, to be honest you guys, I was feeling kind of nervous." Rainbow Dash said. "But now with all of you here, I'm not as nervous any more. Hey, we got time before the competition, maybe Fluttershy and I can show you all around Cloudsdale."

"Now that I cannot pass up." Spyro said, everyone agreeing with him as they followed the two pegasus mares.

Back at Ponyville Hospital, the two guards called to keep an eye on May were inside of her room playing a game of cards and looked over tot he unconscious mare every now and then to make sure she hasn't regained consciousness while they were playing. As one of the unicorn guards drew a card, he discarded one, allowing his opponent to make his move.

"I don't get why we have to keep an eye on this pony." The first guard said. "She doesn't look that dangerous, even if she is rumored to have one of those key things."

"Never underestimate those around you." The second guard responded. "Remember, she did try to kill the prince a while ago. Until the doctors say otherwise or until the princess sends her guards to pick her up, we gotta keep an eye on her."

"Still, wish we had something else to do." The first guard said. "When's the relief shift supposed to get here?"

In the corner of the room, the dark figure had returned, looking at the unconscious pony and releasing a dark mist, seeping out of the shadows and towards the bed side of the mare, seeping into her as her wounds healed on their own, revitalizing her as her eyes opened up. She used her red aura to pull out the tubs and needles in her, removing the mask over her muzzle as the machine that keeps track of the heart rate went off, alerting the guards that it has flatlined, making them think she had passed away, but when they looked over, she was getting up as a black aura surrounded her, her yellow eyes turning blood red as a dark smile crept onto her face.

"Sound the alarm!" The first guard shouted, both bolting for the door, but the second guard was pulled back, being struck by her Keyblade.

The second guard managed to hit the alarm button, letting everyone in the hospital know a dangerous patient was loose before being struck down by her. She walked out of her room and down the hall, taking down a few more guards that tried to stop her before reaching the lobby where patients and incoming patients scrambled to find a place to hide along with the nurses and doctors as May reached the door, blasting it open with her dark magic. When she got outside, she took a few steps outside, taking in a deep breath as she enjoyed the sun shining on her coat before opening them again, darkness seeping out of her and into the earth itself, shaking as several dark trees burst out of the ground and grew to become masts for a ship as a massive ship made from corrupted earth and dark plant life emerged from the ground, floating into the air as the figure head roared out, announcing its birth.

"Raise the colors, old friend." May said. "Adventure awaits."

Back at Cloudsdale, Spyro had taken Scootaloo to get something to eat after the tour of the entire city, though the tour was nearly ruined because of Rarity and her wings as when they arrived at the Weather factory where all the weather for Equestria is made, she flew up to look at some of the snowflakes and blew a large majority of them all over the room, getting many of the workers angry at them. In addition, every pegasus in the city couldn't keep their eyes off of her as they gawked at her for the entire day, but when they got to the place where the rainbows were made, Pinkie had the idea of tasting the rainbow, but when she did, her face lit up all the colors of the rainbow before going back to normal, saying it was spicy, which didn't make sense to him, but just went with it.

Though, Rainbow Dash's bullies were dazzled by Rarity's wings and were making fun of her again, which he shut them down by throwing them into a vat of the rainbow, making them yelp at how spicy the bath they were taking was and ran to cool themselves off, which the girls did have a laugh, but everyone was still mesmerized by Rarity's wings. They then moved onto where the clouds were made, where the Pegasi dumb buckets of water into some funnel devices and it spews out columns of clouds, but everyone was distracted by Rarity's wings again, some even mentioning that she could participate in the competition, which she happily agreed to, but that alone caused the young rainbow mare to panic.

While Eating, the young filly was looking at everything, taking in the sights and all the different ponies she was seeing, but he could sense that she was conflicted about something.

"What bothers you Scoots?" Spyro asked. "You seem conflicted?"

"It's just, I'm worried about Rainbow Dash." Scootaloo responded. "She seems really worried about what the other Pegasi said, about Rarity winning the competition."

"Nothing is set in stone Scootaloo." Spyro responded. "Anything can happen between now and the competition. I still believe in Rainbow Dash. I have a feeling she's going to win this." After they finished eating, Spyro took Scootaloo on his back and flew her to the stadium, giving her a gold pass as he put her at the entrance. "The princess gave that to me to give to a guest of mine. The guards will let you into a special seat where I will also be watching. I'll meet you there as I want to make an entrance."

"Sure thing." Scootaloo said, hugging him.

As the guards saw the gold pass and the prince, they escorted Scootaloo up some stairs to where his seat was. While they were escorting the young filly, Spyro took off into the air and found a nearby cloud, standing on it as he waited for his name to be announced. While waiting, he saw many Pegasi taking to the stands, filling them up as the competition was about to begin when the announcer taped his mic, getting everyone's attention.

"Fillies and Gentlecolts." He said. "Please rise and join me in welcoming our beloved Princess Celestia!" As he announced her, she and two of her pegasus guards came down from the sky and landed in a special section of the arena where she waved to the ponies. "And, remain standing as we welcome the Prince of Light and Darkness himself, Prince Spyro VanVickle!"

As he announced his name, the clouds overhead grew darker, making the ponies look up as a break in the clouds revealed a pure white crystal, coming down from the sky. As the light shines into it, it shattered, releasing multiple dragons made from light, roaring and screeching as they came together, creating a small explosion that blinded everyone for a moment and when the light died down, Spyro appeared from that light, landing on a section meant for him as everypony cheered for his arrival, enjoying the show.

"And I thought our competitors were going to be show offs today." The announcer said, getting some of the audience to laugh. "But it seems even royalty wants to put on a show. Uh, no offense your highness."

"None taken." Spyro said.

"And now, let me introduce our celebrity judges, the Wonderbolts!" The announcer said.

A minute later, six pegasus ponies wearing blue jumpsuits with yellow thunderbolts on them and goggles over their eyes flew by, trailing smoke behind them as they got into formation, flying into a straight line before balling themselves up into a massive ball and flying outward, leaving behind a firework flash that captivated everyone. Even Spyro couldn't help but be amazed by their performance as they took their positions in the VIP section as everyone cheered for them. The competition started as the first flier flew out and conducted her routine, which he must admit was enjoyable, but was looking forward to seeing Rainbow Dash as he knew she was next, but a moment later, a stallion pegasus flew out, making him wonder what was going on, but maybe thought to himself that they gave Rainbow Dash a different number.

The competition went on as different fliers flew out, each with a different routine that the whole crowd enjoyed profusely, but when it was getting close to the end, Rainbow Dash came out, finally ready to see what she has, but at the same time, Rarity came out wearing a bunch of feathers with makeup and some kind of elegant outfit, which he did like, but was confused to why they were performing at the same time. Not wanting to worry about it, he watched both of them, finding that Rarity was just a dance performance and turning his focus to Rainbow Dash, where she was flying between many cloud pillars, zigging and zagging as she flew, but ran into one of them, bouncing off it and ramming into the rim of the ring, right in front of her bullies.

"Nice one, Rainbow Crash!" Hoops shouted, the three of them laughing until he got hit by a bolt of lightning, his skeleton showing and falling down.

"No antagonizing the contestants please." Spyro said, blowing his hoof off.

The other two moved away from their friend as he got up, not wanting to be next in his crosshairs. Rainbow Dash shook off her daze and flew up, spinning around some clouds where she increased her speed, making herself faster, which seemed to be apart of her plan as she got faster and faster until a cloud smacked her and sent her fling away, hovering in the air wiping the cloud away. But a minute later, the entire arena was bathed in light as Rarity's wings refracted the light from the sun into the arena, which Spyro admitted was beautiful to say the least, but a minute later, hundreds of voids opened up as Red Nocturnes, Blue Rhapsody's, and Rapid thrusters appeared, surrounding both the unicorn mare and the pegasus.

"Heartless!" Spyro shouted, everyone gasping at their sudden appearance. "Scoots, stay here."

He took off towards the Heartless, calling his Keyblade and attacking the first Rapid Thruster, taking out multiples of them at a time. Rainbow Dash was punching the mage class heartless, finding them to be easy enough to take down while Rarity flew all over the place, being chased by Red Nocturnes as they sent fireballs at her, missing their shots as the panicking mare seemed to be too elusive for them. But a single lucky shot went through both her wings, which made her start falling from the sky, screaming bloody murder as she fell. Rainbow Dash looked towards her friend as she fell, the Wonderbolts flying to her to save her from her imminent death while the Heartless blocked them off.

"Go! I'll cover you!" Spyro shouted, shooting bolts of lightning downward through dozens of Heartless.

The path way was opened up, Rainbow Dash dove down towards her falling friend, flapping as fast as she could to save her while Spyro drew the attention of the mages and insectoid heartless. Rainbow Dash dove down, watching as Rarity flailed around as her limbs knocked the Wonderbolts out, making it her priority to save them, but the ground was fast approaching and she didn't have the speed needed to save them all, but kept going, getting faster and faster as she attempted the Sonic Rainboom, but doubt started to get to her as she was just about to breach the sound barrier, the white outline started to wobble a bit, making her fear she'll fail.

"You just need to let go of your fear." Spyro's words echoing in Rainbow Dash's head. "Let go of your anxiety. Just focus on your goal and nothing but your goal. Only when you commit to it, can you achieve it."

Those words alone gave her the courage she needed to push through, letting go of all the words her bullies said about her, not caring about what anypony said about her and not caring about winning the competition as she only had one goal in mind; save her friend from her doom. When she finally let go of everything that made her don't herself, she successfully conducted the Sonic Rainboom, a shockwave of colors stretching across the sky as a loud explosion sounded out, giving the rainbow mare the speed she needed and saved the Wonderbolts and Rarity, carrying them back to the stadium. Back with Spyro, he was moping up the remainder of the Heartless, finishing off the last Nocturne, he heard a loud explosion below him, looking down to see the Sonic Rainboom happen, awe struck at the sight as it flew across the sky in a wave of color and sound.

"A SONIC RAINBOOM!" Fluttershy shouted. "SHE DID IT!"

Spyro couldn't believe he was seeing the legendary Sonic Rainboom as it stretched across the sky and a moment later, Rainbow Dash flew up, creating a rainbow over the stadium, the audience watching in stunned silence as she flew down with the unconscious Wonderbolts and the wingless Rarity. He flew down onto the clouds and landed next to Rainbow Dash, walking up to her as the Wonderbolts regained consciousness.

"Rainbow, that was amazing." Spyro said, getting her attention. "That Sonic Rainboom was out of this world!"

"Y-you think so?" She asked, a blush appearing on her face. "Best day ever!"

He smiled at the rainbow pegasus, glad to see that she was happy, but then felt something through the force, something dark and powerful, so he looked back into the sky and saw, to his horror, a giant clock tower and the clouds in the sky growing dark. Everyone in the stadium looked up at the giant clock, some wondering what it was, others wondering where it came from, but a moment later, a void opened up in the stadium and through it, a dark arm flew out and dragged itself out, revealing a white cloaked, ghost like Heartless coming out as it looked around, sending Pegasi flying away as they didn't;t want to be near it, but Spyro just froze in place, fear flowing through his blood.

"What is that?" Rainbow Dash asked.

"A Phantom." Spyro replied, staring at it.

The Phantom flew up into the sky and towards the clock, using some magic to send bolts of dark lightning into the stadium to hit the pegasus as they ran away and flew away to avoid being hit. Not waiting, Spyro flew up into the air towards the massive clock, but next to him was Rainbow Dash, flying by his side until he stopped, yanking her tail to keep her from flying to it.

"Oh no, not this time." Spyro said. "This is one fight you are not going to be apart of."

"Look, I don't know what that thing is, but I am not going to let it destroy this city and harm these Pegasi." Rainbow Dash said. "Besides, we're stronger when we're together."

"yeah, but this fight might end up being your death." Spyro said. "That Phantom is going to cast a Doom Spell on that clock and if it does, anyone with a doom clock above their heads will literally die. I am not risking your life."

"Yeah well tough luck." She said. "I have a feeling you're going to need some serious speed for this one. No ifs, ands, or buts, we're doing this together."

He wanted to argue with her further, but the lightning was getting worse, many Pegasi injured by the flying debris as the stadium was being destroyed. He knew arguing was only going to get them no where, so he made a hard choice and hoped he didn't regret it.

"Alright, you're in." Spyro replied, not liking his decision. "If you see its heart glow red, blue, or yellow, let me hit it first. Once it glows white, have at it. And we'll need some extra help too." He reached into his bag, pulling out a pendant with a feather icon on it, which drew her attention as he raised it up. "It's time for some fun. Peter Pan!"

As he spoke Peter's name, it echoed across the sky, getting the Heartless's attention and the attention of the fleeing Pegasi and his friends. Everyone watched as the skies turned to night, another clock tower appearing above the clouds as it struck midnight, the clock ringing as everyone heard what sounded like a rooster crowing, but it wasn't a rooster as it was a human boy wearing all green with a hat and red feather, a dagger at his side and a pixie flying next to him, the pair flying up to him as Rainbow Dash's jaw dropped.

"Hey Spyro, what's up?" Peter Pan asked.

"Nothing much." He replied. "Only, your old friend decided to come back."

He pointed up to the clock, showing Peter the Phantom that had just spotted them and flew up to the clock to cast its spell.

"Hm, so he wants to go another round?" Peter asked. "And I thought that Cod fish had learned its lesson the first time."

"I'm sorry, who are you!?" Rainbow Dash asked. "No, not just that, what are you!?"

"Oh, I'm Peter Pan." Peter replied. "And I'm one of Spyro's friends. Who are you?"

"She's Rainbow Dash." Spyro answered. "Now, let's get this thing."

The three of them flew up to the Heartless as it finished its spell, the first clock appearing over Peter Pan as they arrived, to prevent it from ticking, Spyro casted his Stopaga spell on the clock, stopping it from ticking, which annoyed the Heartless as it's heart turned red.

"Firaga!" He shouted, sending a fire ball at it, which did some damage, then turned blue.

It kept changing every time, barely any white hearts, but enough blue, red,and yellow hearts, which kept him busy on the heartless while also recasting Stopaga to keep the clock from ticking. He was starting to loose steam as the battle dragged on while the Phantom just kept going, but he wasn't;t the only one feeling the draining effects as Peter Pan was starting to look drained to as his time was running out in the battle.

"Sorry man, but I think my time is nearly up." Peter Pan said. "Here, this should help."

He tossed up a gold orb just as he disappeared back into the pendent and the orb refilled his drive gauge, giving him the power he needed for a drive.

"Now what?" Rainbow Dash asked, looking equally as tired. "Without him, we're toast."

"I got an idea." She said, smiling to Rainbow Dash. "Ready to give it another go?'

She was confused for a moment, but finally realized what he was talking about, smiling at him and nodding her head. The two of them looked at the heartless, smiling as Spyro was surrounded by a dome of light and this time, Rainbow Dash got surrounded by the same dome and on the clouds, everyone was watching as the two domes appeared, wondering what they were doing, but it was their friends who knew what was going on, wondering who would be joining them. A moment later, Twilight could feel the warmth in her chest, looking down to see that her chest was glowing, hinting she was being called on. A second later, Twilight was surrounded by the same dome of light, surprising everyone who was watching and seconds later,the three domes shattered, the purple unicorn galloping across the sky heading towards her friends while the purple dragon roared again, rising into the sky and followed by a cyan pegasus. The two ethereal ponies circled around the dragon as it rose up and a second later, the explosion happened as the three of them united.

When the lights dimmed down, Spyro was there, but his right side had the lavender color with stars going across the right side of his attire and for his left, it was cyan in color with the three colored lightning bold like what Rainbow Dash's mark was. On his forehead was a horn like a unicorns, but it had the colors lavender, royal purple, and cyan in that order spiraling up the entire horn as his mane was as long at Twilights with an unkept end like Rainbow Dash, but the entire mane was the color of the rainbow with the pink stripe at the end of the purple section and gold after the pink. When he called his Keyblades, he got his Ultima weapon and the Keyblade from Twilight Sparkle, but the third Keyblade was new as it had the blade and point of an actual sword, but for the teeth was the red, yellow, and blue lightning bolt that went from a quarter of the blades length to the tip of the Keyblade. The guard looked to be pegasus wings and the keychain was Rainbow Dash's tri colored lightning bolt cutie mark, but when he opened his eyes, the colors of the eyes was royal purple, lavender purple, and magenta, looking hard, yet warm as he was readying himself for the fight.

In the distance, May was on board her her flying ship, hiding in the clouds to get close enough to see the stadium when she approached and close enough to watch him use a new drive form, sneering at him.

"Captain." The helmsmen said, a being made from dark stone and wood covered with moss and glowing red eyes looked to her, his hands on the wheel, its voice sounding raspy and hollow as it spoke. "We are in range to fire our starboard side cannons upon the enemy. We await your order."

"Belay that." May replied. "Our goal is to get a filly. She will be orange in color with a short, purple mane." A moment later, red and black creatures with red moss growing over them flew next to her, awaiting her orders. "Find the filly and bring her to me alive. We need her for the plan to work."

Knowing their mission, the creatures flew off into the sky and towards the stadium, knowing what their goal was and what to do once they have it. Back with the fight, Spyro was staring at the Phantom, sensing it was curious until it looked over to the clock, noting how little time he had left and looked back, believing it would be victorious, but Spyro thought differently as he pointed the Keyblade with the runes on it to the clock, an ethereal clock appearing over it as he turned his Keyblade to reverse the clocks ticking to be back to where it was, freezing it. The Heartless looked at the clock and then to its opponent, backing up as it could sense the magic from it, but Spyro just closed the distance and struck the heart multiple times, each time the heart changed color, Spyro just kept striking as it seemed nothing was stopping his assault, no matter how many times it changed color.

The Phantom managed to get away from Spyro and reach it's hands over it's mouth, purple flames appearing in them and firing it at him, hoping to deal some damage, but Spyro just summoned an ethereal star and blocked the attack, charging straight through the star and hitting the Phantom many times, each time it tried to get away, but was unsuccessful as it just cried in pain. When it was weak, Spyro flew back and darkened the skies, purple ethereal stars appearing above him and yellow, red, and blue lightning bolts started to charge up in the stars, turning them to face the phantom and launching bolts of lightning at the Phantom, overwhelming it with bolts of electricity until its heart changed to white, hoping to avoid the devastating damage, but when it did that, Spyro called two more stars, one in front of the heart, the other in front of him, as he dove through the star and out the other, using the three keyblades to slice the heart to six pieces, making the Heartless howl in pain as it released it's massive heart, defeated as the clock fell apart and disappeared.

As he took a breath, he flew down to the stadium, the Pegasi who stuck around to see the battle surrounded them and cheered for the prince and his friends, though they don't realize they are cheering for them. As the three of them took in the cheers, Princess Celestia walked over and everyone, even Spyro bowed before her as she approached.

"I must say, you handled that very well my little ponies." Princess Celestia said.

"Ah it was nothing." Spyro said, his eyes turning royal purple. "Just another day in the office."

"You kidding!?" Rainbow Dash said, his eyes turning Magenta and freaking the Wonderbolts out when they approached. "That was totally awesome! but, how did we beat it? How did you strike the heart and deal damage when you weren't using spells?"

"Oh, that's easy." Spyro replied. "You see, your Keyblade just doesn't mean I'm very fast, but it can change it's elemental attack in an instant, so I can enchant the blade with an elemental attack to deal extra damage."

"Wow, that's amazing." Twilight said, his eyes turning lavender. "I so got to write that down."

"Easy Twilight, first, let's defuse before we give the Wonderbolts a migraine truing to figure out what's going on." Spyro said, the three of them going back to normal.

"Ah, that's better." Rainbow Dash said, stretching her limbs and wings. "Not going to lie, that was kind of weird, but totally awesome."

"I'll say it was." The yellow mare Wonderbolt said, walking up to Rainbow Dash. "So you're the pony that saved our flanks. We wanted t thank you for that.'

"Oh my gosh!" Rainbow Dash exclaimed. "Ohmygoshohmygoshohmygoshohmygoshohmygosh!"

"Princess Celestia, I am so sorry for ruining the competition." Rarity said. "Rainbow Dash here is the best flier in all of Equestria and should be given first place."

"I know she is dear Rarity." The princess replied. "That's why for her courage in the face of danger against the Heartless, saving both you and the members of the Wonderbolts, and for a spectacular Sonic Rainboom, I declare Rainbow Dash to be the winner of this years young Flier Competition!"

Princess Celestia put a golden crown with a lightning bolt on it on Rainbow Dash's head, making her say oh my gosh so many times that she was flying in the air, so excited she didn't care about anything else.

"See Scoots, I told you she'd win." Spyro said, thinking Scootaloo was next to him, but was no where to be seen. "Scoots? Scootaloo? Hey, has anyone seen Scootaloo anywhere?"

Everyone shook their head, letting him know they didn't know where she was at, b it before he could go anywhere to look for her, he felt something behind him, sensing something dark again. He turned around and called his Keyblade again, seeing a massive shadow behind the clouds, but unable to make out what it was. A moment later, he heard the booming of cannon fire and the muzzle flash coming from the side of the massive shadow, followed by more flashes and more booming, which he knew what it was.

"CANNON FIRE!" He shouted, tackling the princess and shielding her as a barrage of cannon balls flew by, knocking down one of her guards while everyone else who was still in the stadium took cover wherever they could to avoid being hit. "Get everyone out of here!"

He got off the princess and turned to the shadow again, calling his Keyblade again, but as the shadow was coming out of the clouds, it was the ship he saw in his vision, dark green moss covering black stone with dark crystals coming out of the hull of the vessel, the sails were attached to tree like masts with blood red leaves as the sails, over three dozen cannons on the side of its hull, and a black flag with a skull on it with a crossbones below it with a yellow eye on its forehead. He was surprised to see the ship, but was more surprised to see May on the ship, looking fully restored and healed after their last battle.

"May." He said coldly. "So, she managed to make a full recovery again." He then felt something familiar on the bridge of the ship, something that was scared and trying to get away, but what he saw horrified him as the thing that hopped up on the guard rail of the ship to try and get away was Scootaloo, being surrounded by a red aura as she tried to get away. "Scootaloo!"

"Spyro! Help!" Scootaloo screamed, a dark portal appearing in front of the ship.

Not waiting for the vessel to get away, he took off after the ship, flying after it as the cannons kept firing on the stadium, knocking some of the cannon balls away to have a clear shot to the enemies vessel. But one cannon managed to hit him as the cannon ball, made of black and purple flames, nailed him in the chest, sending him into a nearby cloud, pain searing through his body as he got up, but he managed to look up as the vessel sped through the dark portal, disappearing through the darkness and out of Equestria. Everyone who saw the filly on that ship was equally horrified that the filly was foal-napped and Spyro being hit with the cannon ball seconds before it went through the portal, Spyro reaching out towards where the rift was as he felt his blood freeze and his heart stop.

"SCOOTALOO!"