Equestria Girls Remake chapter 6 part 2

Now Sunset Shimmer held up her demonic hand to touch her demonic bat-like wings, tingling her demonic claws with a wickedly sneaky grin from exposing her fang-like teeth. And soon, the Demonic Sunset Shimmer started to cast a spell, a SPELL, in this world from the crown with her hands, all of which were dark magical glows. From the spheres she created, fired a blue mix black spiral wave of darken energy downwards. And it was going for...Snips, Snails, Boxco & Dum Dum.

"Oh no," The CMC members gasps in a panic.

"Great, not good," Pinkamena exclaims in worry.

The minions of Sunset's gang were enshrouded with 'Dark' magical energy that covered their being, they all yelped before the show was over. From out of the shrouded spheres came the four sparkling a bit, but they appeared....similarly demonic like Sunset Shimmer. They all had spiky flame hair & black pants, but the skin colors, including the hair, wings, and bottom boots were different with two colors each. Snails color was orange & tan, Snips's color was dark blue & light blue, Dum Dum's color was purple and dark red & Boxco's color was brown and dark green, and the only thing they all had were red eyes. When the minions stood up, and check out their appearance, they smirked wickedly at their demonic forms and smiling fang teeth.

"This is gonna be 'so' cool!" Demonic Snips grip his claws in proudly seeing how awesome things are gonna get now.

And the minions’ eyes were staring at the hero gang, seeing a difference than before. The girls turned around to almost yelp on seeing these guys have demonic appearance now as a worried Applejack & Pinkie Pie moved backwards with caution, Rainbow Dash held up her fist to planning to defend herself. The new demonic minions were cornering the girls to the point Applejack fell on her bottom from not being careful while Rarity & Fluttershy stared like deer in headlights.

"Great, as if those guys wouldn't be more stupid enough." Phobos groans out in concern.

Twilight saw that action happening behind, and glared up with her gritted teeth, Sunset Shimmer's evil must be stopped.

"So this is the power from the crown? It changed all of you, even my own minions into demonic creatures?" Boris responded shocked, he never would have guess, this is what happened if Sunset Shimmer obtain the crown to use in her plot.

"Like it, Boris?" Soon the eyes shifted up towards Sunset Shimmer when Boris turned to look up at her, "Because from your loyal service, you shall have some too!" Then without warning, the new villain unleashed a powerful wave of darkness towards Boris.

"Gaaaaughhh," Boris screamed out from being enshrouded by darkness, as he too began to change? Like the others, he had spiky flame hair & black pants, bright red & darker red coloring from his skin, wings, boots & hair. But something else was done with a major difference, Boris red eyes saw he was more bulkier, more bigger like three times his original height, his hair was more actively alive & had a flaming tail that was lively just like Sunset Shimmer. And he held a demonic looking rifle-blade that was darkened gray that almost represent the cold emptiness of a soul. "Whurhuhuhuhh-hahahah-haahh...." Boris smiled with his fang-teeth while holding the new weapon, and unleashed a cackle sounding deeper, more darker, almost devilish. "I...am...reborn, I AM....BORIS THE RED DEVIL!" As he hollered up into the clouded skies, sounds of thunder & flashy lightning could almost be seen.

"This...seems familiar." Spike spoke with worry in seeing what's happened to Boris now.

"Great, just like back home, this jerk becomes a devil, only more demonic." Ben sighs with grief, when last time the gang in Equestria saw Boris turned into a devilish-form was during the Demon Pony adventure, now even here is this world almost similar to the pony's world or what.

While the gang had problems, Twilight's focus was soon averted towards some panicky voices coming from somewhere; the school. The school's students were coming out to see what was going on and soon saw what they wish they haven't seen. As for the one in the sky turned around, Sunset Shimmer's demonic face stared down with evil & her crown glowing from more dark magic at the noise of the students.

"I don't like that look!" One of the male students exclaims in worry.

"Run away!" A girl student exclaims in fright.

Sensing danger, the students retreated back inside to close the glass doors, hoping to keep out the danger. But they did not know of what new threat had entered their neck of the woods. And soon, Sunset Shimmer flew her shadow over the doors that separated the teens from the demonic creatures outside.

"I had to jump through so many hoops tonight. Just to get my hands on this crown." The Demonic Sunset Shimmer spoke off from flapping her wings to land outside the school while Boris & the other demonic-shape forms of the duo's gang came around the demon mistress that held her hands to grasp in what she wanted. "And it really should've been mine, 'all' along!" The other students stared from the glass with worried and concerns, being more fearful of Sunset Shimmer than ever before.

"And for those of you that thought you could get away with calling me Boris the Animal will answer to the DEVIL!" Boris responded off to say with mix anger with a loud 'booming' roar that shook the area on that last thing he said that spooked the students to quiver.

"Grrr...." Sunset & Boris in feeling their rage beginning to grow from all that has happen and done to be here now. And just then, instead of letting loose their tempers, both demonic demons of Sunset Shimmer & Boris actually showed off...a smile of some...remorse.

"But let's let bygones be bygones." Sunset held off her open hands to issue that instead of holding a grudge against the students or about what she's done to them, they should just let it all be and not let it drag them down. "I...am your Princess now!" She clasps her hands together to happily issue who 'she' is while the crown glowed with more dark magic. "And you will be loyal..."Sunset Shimmer held up her right hand open that glowed with magical energy, a bat came out of it while she expressed this slight point on what will happen," To me!" Then from a grip of her fist & from the forceful tone of what she'll want, the demonic Sunset magically covered the outside wall to crumble.

Then with a swing of her wrist did the new demonic villain throw the large rubble away, leaving a large hole and exposed students to face the demonic version of Sunset Shimmer and her forces. The students screamed in fear to run away as Sunset Shimmer flew up and into the building to held up her hands to frighten them all. As she looked around to see the students cowering and fleeing, did her crown admit a darken emerald glow while her eyes became blank, almost demonic as she is to terrify anyone. Soon Sunset held her hands to her forehead, eyes shut, but open them again to reveal, swirling eyes from her lashing dark eyelashes. Something was about to be cast from her now, but what...

And as the students tried to flee, white rings hovered over their heads, stopping the running beings before the rings turn dark to vanish in fusing in their noggins. Then the students turn around, glowing blank eyes, making groan moan sounds, almost acting like zombies. All of the students were under a dark spell, as Sunset Shimmer stared in awe at her latest work in turning the students into her slaves, amazing. Soon Boris and their minions of the demonic forms of Snips, Snails, Boxco & Dum Dum all awaited what their mistress wishes now.

"You four, round them up and bring them to the portal." Sunset pointed to the minions in issuing her order for the entire students to be brought along which Snips, Snails, Boxco & Dum Dum saluted to the mistress before rushing off to do their task. "Boris...try out your power I've granted you, and...weapon them up." She made a sly smirk in wanting Boris to show some of his stuff now with the students like she did.

"With pleasure, huhuhhu-hahahah," Boris responded with an evil cackle as he held up his hands to unleash dark energy waves of magic, equipping the students with weaponry. From guns, missile launchers, sniper rifles, swords, maces, axes, latest machinery of this world; And even outside appeared much horrifying demonic versions of military vehicles to look like an invasion force.

Soon as Sunset Shimmer was approaching to leave out of the building, she was soon met with...the obstacle of Twilight Sparkle that appeared. From behind Twilight, Ben, Flash, Golden Heart, and Pinkamena were the other Mane Five's human lookalikes while Phobos & Spike seem to keep away from what happens next with Nyx and the CMC being watched over them and vice-versa, this was about to get seriously bad. Lorcan prepares to jump in if need be.

"Spoiler alert!" Sunset Shimmer tilted her head in a humorist manner in seeing who has come to try to stop & ruin her fun now. "I was bluffing when I said I was going to destroy the portal." She waved off her left hand to grasp it from explaining to Twilight & the gang about what she was gonna do earlier. "I don't wanna rule this pathetic little high school!" She laughs off to wave above the building, stating this was not a world she wanted to rule. "I want Equestria!" She leans down to grasp her fist in exclaiming from her dark thirst to conquer her own world. "And with my own little teenage army behind me, I'm going to get it!" She waved behind her, showing that hers and Boris' minions gather up all the mind-controlled students that held weapons are at the demonic villain's command. With so many students and equipped to fight without a thought t object, they are the perfect pawn soldiers for Sunset Shimmer's army. "But, you and your friends have figure it out, haven't you?"

"Yes. But we will not let you or Superior win!" Twilight said in determination.

"Oh, please! What exactly do you think you're going to do to stop me? I have magic, and you have nothing! Now, let's see. What I need to do next? Aw yes, Flash Sentry, you will pay for betraying me! But I'll spare you. In return, you will be my faithful servant forever!"

Sunset used her hypnotizing spell, and fired at Flash Sentry. But Ben pushed him aside before it hits Flash. The boy got hit and had been hypnotized. Everyone was in shocked, especially Twilight and Nyx.

Twilight and Nyx screams out in fright, "Noooooooooo!"

Sunset smirked in amusement as she said, "This is even better than I thought. Yes! I could kill two birds with one stone. This is indeed great plan I ever create. Instead of me killing her, I would let her boyfriend do the dirty work. Ben, kill her!"

Ben Mare obeyed Sunset's power. Acting zombie-like, he turned and approached toward Twilight as the prince was about to kill his princess. She remained standing while looking at Ben in both horrified and terrified as Twilight cannot harm her loved one.

The Main Five tried to help but pushed by Dum-Dum's powers. Golden Heart, Pinkamena, Flash and CMC try to help but were stopped by Boxco, causing Flash to defend the CMC from Boris's two stooges.

Unable to let Ben kill Twilight, Boris is about to attack but stopped by Sunset. The bully protest, "What give! You'd said I would have her!"

"Give it a rest, Boris. This one is just a pony in Human skin while the real human Twilight is somewhere here." Sunset scoffs to Boris, pointing out that there is indeed another Twilight in this world. "I promise you that once we're done, I'll help you get her."

Boris huffed angrily, "You'd better."

Ben continued to approach Twilight. Nyx tried to stop her adopted father by pushing him back but he's too strong. Ben pushed Nyx away. The brainwashed hero is close to Twilight while she stands there and looking at him in both terrified and horrified.

Ben had approached her. He strangled Twilight high up. Nyx and everyone were shocked.

Nyx calls out to Ben, "Daddy! Don't!"

Sunset laughs sinisterly, "Yes! Kill her! Kill Twilight Sparkle! Make her suffer!"

Twilight sobbed while looking at Ben as he continued to strangle her, "......... Please. Don't do this. Wake up. Please, don't leave our people, our friends, our family. Don't leave Nyx. Don't leave me. Remember what is important. Please, Ben....... WAKE UP!!!"

Twilight's tear dripped through her face. One teardrop dropped from her face. It entered into Ben's eyes.

Ben blinks a bit as he responds slowly, "Twi.......Twilight?"

Upon receiving the teardrop from Twilight, Ben's eyes became sparkling white than the blue swirling eyes; Both her voice and feelings, as well as the Elements of Wisdom and Courage awakened Ben's Element of Power as it glowed in golden and brightly.

Sunset looks stunned as she yells out, "Impossible!"

Ben was covered in gold as his eyes return to his green eyes. He looked at Twilight. He was shocked and realized that he's the one tried to kill his loved one. Ben put Twilight down. Everyone, even Sunset Shimmer was shocked to see Ben. He is freed from her powers. Feeling guilty and shocked in seeing his action, Ben became worried and terrified. Twilight hugged him..

Twilight says happily, "Ben! You're back!"

"But.......I tried........to kill you." Ben said in guilt and worry. He tried to kill Twilight and she accepted him back anyway?

"It wasn't you. It was Sunset. I know you'd never want to kill me because I love you as you love me."

Ben hugged back, saying with a sigh, "I know. I always do."

Sunset chuckled, "Aw love. I haven't felt that since the betrayal from two of my ex-boyfriends! Once I get rid of you, I can no longer be in pain and reminded of this pathetic memory."

Hearing that that got Ben mad, he let go of Twilight while snapping seriously to Sunset. "You think you can get away with this! You won't be able to conquer Equestria as easily as you think! We have our own defense and we can win without casualties to the teens here." He knows his world isn't as defenseless as Sunset Shimmer believes, there are plenty of brave fighters, the Machines of War, even the Dragons of Equestria, and win without harming the innocent bystanders.

"Hahahahahah, do you really think so?" Sunset Shimmer laughs off in finding this update funny for some reason. "I already know of what's gone on in Equestria from the beginning, and learn about Twilight bringing the crown of the Element of Magic." She explained this out, much to anyone's shock that somehow, information was leaked to this world, but how? "And there's something else, not only has Twilight brought me the crown, but she's brought forth another power for me to take." The demonic villain grasps her left hand up in issuing to have another moment to obtain power, not just from the element she possesses.

"What?" Twilight yelped from hearing this, what could Sunset Shimmer mean, what…wait, another element besides the crown would be….the one in a living being; Ben Mare?

"And it's you, little Ben Mare! Ahh-hahahah," Sunset proclaimed the fact while using her dark magic from her left hand, to shoot a beam forth that ensnarled Ben Mare in a force-field. She may not have him as a slave anymore but the mad demon is determined to get his Triforce anyhow!

"Ben!/Daddy!" Twilight & Nyx cried out and before they could help free Ben, he was lifted up in the air near the villain encasing him.

"Nrugh…Let me out of here!" Ben struggled to break free from this magic dome, but his strength alone wouldn't cut it.

"Not a chance! Not only will I have the Element of Magic under my control, but your Triforce Element will be a nice bonus for my work." Sunset Shimmer responded to not let this prize slip her hands, she wants it all. "And once we reach Equestria, none will stop me!" She shall soon have more power than ever before and gain what should have been hers from the beginning.

"Sunset, don't you see…you're becoming like King Sombra!" Twilight suddenly spoke off to sternly issue what the girl has done to not only this world, but to herself as well. "You're losing yourself to the darkness that can destroy everyone back home, including you! You'll eventually be corrupted to be alone without anyone to care for you." The girl sees that if Sunset doesn't stop, she'll experience what became of King Sombra and that's something Twilight has always feared herself of becoming, but to see it happen to another is just as worst, even if the princess no longer fears of becoming the monster himself.

"Silence," Sunset Shimmer roared off with a loud boom tone in being upset. "You dare say I will fall! Ludicrous," She issued that what Twilight is suggesting is false at best. "You think I fear something you've feared since becoming an alicorn princess, don't make me laugh!" Sunset remarked off the idea as being said that she was afraid to be like this, a demon instead of a beautiful princess, hardly. "For all your struggles, how could Celestia believe you to be greater than me," She remotely stated that her old teacher made a mistake to believe Twilight Sparkle could be even better than her.

"Because Twilight has something else you don't have, Sunset Shimmer." Ben spoke from within his imprisonment that caught some attention. "And you know precisely what that power is." He can see from the demonic expression from the girl that she knows what power Twilight Sparkle can still gain even now that Sunset never could.

"A prisoner like you shouldn't talk back!" Sunset Shimmer snapped off to increase the force field around Ben to shock him.

"Urrghh…" Ben struggled from the force, it wasn't so bad, but not so good either.

"Ben!" Twilight called out with worry in seeing what was happening to her love.

"Oh man, this is almost looking as bad when Lorcan started a war invasion & nearly succeeded!" Phobos grip his paws on his head in seeing how bad this is looking now.

"Do you have to bring that up now of all times?" Spike dryly issued from what the former Moon Dragon brought up was about his own brother.

"You believe I don't know of what moments have happened back home, just cause it's been three years hardly?" Sunset responded off in hearing the dogs say such things to which, she knows despite being here in this other world. "I know about Ben's Demon past, I know of the war about Tadaka's army from his first born Dragon son, I even know about the Three Tribes rulers' return to start another conflict." She spoke of knowing very much, about all the things that happened in Equestria even while being absent. "There was one pony that truly understood me, known all along that I was right to be princess, and it was 'he' who's told me about my chance to acquire the crown from Twilight Sparkle!" Sunset explained something that was truly something that was shocking for the gang to hear and learn about.

"Who; who told you?" Twilight asked off in suddenly wanting to know, who was the pony from their world that helped Sunset Shimmer? She already had a good guess of 'who', it must have been the one calling himself; the Superior!

"Hehuhuh-hahahah….a creature with a fear reputation to be on near compression to even the great & powerful creature sealed within Tartarus: The Overlord King, Grimmore." Sunset Shimmer spoke off from a cackle in bringing up the subject of a high scale level, much to the shock of any resident of Equestria to imagine what the villain here was addressing about. "The one I speak of was once responsible from what happened during a great conflict centuries ago with Discord's involvement. Yes, it's through him that I'll finally be a part of the bigger picture with those that understand my position! And we shall RULE!" Sunset declared off that once she returns, the Apocalypse Ponies will have her as a member; she'll have her own group. "And with the Triforce in hand, nothing will stop such fruition from coming true!" Now with everything, she'll only need to get by the gateway to return and have everything she wants.

Twilight was about to rush over to rescue her love still held by Sunset Shimmer, or was about to anyway. But then Boris's new form stomp before the girl, blocking Twilight from going a step further.

"Out of the way, Boris," Twilight snapped in wanting this jerk of a bully to step aside.

"Forget it, Ben Mare is done for! Now you shall gain a prize worthy of your stature!" Boris declared off that as of now, he'll have Twilight while Ben Mare is taken away.

"She never liked you, you big meanie! My daddy's twice the man then you are and you're not even a man!" Nyx protest out to remark that Boris will never have her adoptive mother cause her daddy is more of a man than the jerk is from being a demon instead.

"Insolent brat," Boris shouted off to aim and fired off a warning shot to which Nyx dodged from the demonic rifle that the guy held. "How dare you say I'm a lesser being, when I have power & that filthy Earth runt can't stand up to my might!" Boris declared off that he has obtain something more than Ben Mare ever can, why should Twilight go to someone that he judges unworthy?

"A teenage Boris willing to kill...yeah, I can understand a grown up Boris, but a teenager Boris? Really," Spike asks in annoyance and disbelief. Even his brother who is hiding finds that out hard to believe.

"Leave her be! Can't you even see that Sunset Shimmer is using you for her own reasons? Just as she is being manipulated by whoever is controlling her." Twilight snapped off to protect her daughter from this enemy, even if she is powerless, she won't standby and do nothing about it.

"Nonsense; I control my fate, Boris, if you want her, then make it so she won't make me destroy her!" Sunset Shimmer snapped in anger from being lied about the Superior using her and orders Boris to 'take care' of Twilight so she can't stop her.

"With pleasure," Boris smirked with a sneaky grin; he'll make Twilight his…even if by force.

"Best you watch Ben Mare, your special pony will be tainted by your rival of this dimension, oh the irony!" Sunset Shimmer smiled in about to witness a scene where Boris takes away the thing Ben loves most of all.

"No…Nooooo!" Ben pounded his prison; he can't have Twilight get taken, not now, not ever.

"As spoken, what I want, Boris the Red Devil shall get!" Boris declared off from glowing a red aura to approach Twilight with something from his hair…going for the girl.

Twilight looked fearful, as did her friends, but from the new princess, she remembered seeing this like a deja vu. The Boris from Equestria tried to completely corrupt Twilight's soul, and almost did if not for Ben's interference during the Lorcan Warfare, but now…her love can't save her. Will this be the end before Twilight can help stop Sunset & Boris's evil plan from beginning?

"Hay Boris the Animal with the BAD Attitude," A Red-Neck voice hollered out that suddenly interrupted the scene happening.

"Daaaughhhh," Boris's concentration broke as he groans from hearing that name which also helped snap Twilight to her own senses that….'someone' was not out. "Whoever just called me that, will suffer my Wrath when I…" Boris turned around to threaten the being that dare called him the name he hates and would have acted if not for… "Splat," A sudden thing that was thrown and splattered all over Boris that was….a brown pie, "Pugh-pugh…what's this; Pie; Ugh…tastes like mud!" Boris yelped to wipe off the disgusting stuff, who dare would throw a mud pie at him?

"Plenty where dat came from," The same voice hollered again to make everyone turn to see someone standing up to the demonic villains. And would you believe it, it was Hobo Joe on top of the building, riding on some motorized motorcycle with a sup-up tennis ratchet machine that was in front of the bike's side-car.

"Hoboken Joe," Twilight, Ben, Nyx, Flash, Golden, even Spike & Phobos spoke the name of the one hero of the hour to show up, and boy, they were not expecting this save.

"Yeeeehhaaaahhh," Hobo Joe cheered off with a battle cry to drive the bike over the building through some ramp setup, and soar in the air. Crazy!

"Stop him! He'll ruin everything!" Sunset snapped at her followers to stop the fool that is trying to interfere.

"You heard her, get him you dolts!" Boris snapped from seeing his own Lackeys not responding quick enough.

"Right boss," Dum Dum & Boxco saluted before they, along with Snips & Snails, took to the skies to tackle the foolish hobo.

"This here's for the blackmailing, eat mud, punks!" Hobo Joe snapped off before firing off more mud pies from his kooky device that got them stooges.

"Gaaughh," The four minions yelped from being blinded with mud pies in their faces.

"Hehyaaahh; Eat mud pie," Phobos cheered from finding this the best show to see, villains eating pies made of mud.

"Splat," And then Hobo Joe fired off one pie that managed to hit the center evil; Sunset Shimmer. "Urraghhh," Sunset Shimmer groaned to use both her hands to wipe off the disgusting pie, but she cancels her force field holding Ben,

"Wooh!" Ben yelped from feeling himself about to fall since he was hovered above. "Gugh, hugh!" He yelped from a few moments falling, to land in the side car with Hobo Joe landing their ride on the ground. "Hobo Joe, when did you learn to drive like that?" Ben asked from never, EVER, seeing an old friend from his own world do a stunt like that.

"Told you I was a retired veteran, this here's nothing!" Hobo Joe issued off from driving the bike to head on towards Twilight's group….

"Bang; Boom," Suddenly, a shot destroyed the bike sending the passengers flying to skid across the pavement. The others gasped and saw who did it, Boris.

"That's far enough for you two!" Boris snapped off from having removed the pie to fire off his demonic rifle at the fools.

"Urrrgh, I should have just taken control of the Triforce Container like the others, so now…." Sunset Shimmer groaned before performing the same spell she did to the students. "You're mine!" And then from opening her eyes, she unleashed a magical ring to capture and enslave the mind of the Triforce wielder that can't defend against this once again. This time, the villainess has doubled the power to make sure that he won't break out of it again.

Soon everything went into slow motion, many could only stare in what horrors could be that if Sunset Shimmer controls Ben Mare again, he'll become an obedient mind-slave and this time for good. And soon the power of the Triforce will serve Sunset Shimmer and an anonymous outside group of villains to what's happening here. Ben shielded himself for the worst again, but then someone came and shoved the guy away before the control rings almost got the boy.

"Gugh…" Ben yelped with a cry from skidding across the ground, only to gaze up at what he and the others saw.

At this moment, poor Hobo Joe was in the spot where Ben Mare stood, and soon the mind-control rings hovered over the guy's mind just before vanishing inside. And from a groan that came with it, Hoboken Joe was shown with the same blank eye expression of a zombie like the other teens. Many of the other bystanders were horrified that a sacrifice was performed, but at a cost of someone else's freedom and it hurt those closest to knowing Hobo Joe.

"Hoboken Joe; Nooooo," Ben cried out to stand in horror, the man that helped him get over his problems from his childhood, and even now, was enslaved by mind-control by Sunset Shimmer.

"Ugh, I wanted to make a teen army, what am I to do with a useless old hobo?" Sunset Shimmer complained in seeing she missed her shot to manipulate to control Ben Mare, what is she to do now with having an old janitor hobo in her army to conquer Equestria.

"Let him serve as a punching bag or for target practice for his abusive interference." Boris exclaimed from glaring at the old fool, and was almost about to beat the mind control hobo when…

"He's not useless and you won't hurt him!" Ben's voice cut across for Boris to glare at his hated rival, the fool wants to defend another fool from protecting him. "I may not have the power like I should, but it's still deep inside me. Wisdom, Courage, Power, it's more than just their magic; it's what makes a person feel they can do something. So long as I have my own friends and family, you two won't get away with this." Ben issued about having to never give up, and he'll fight to the bitter end.

"You tell them daddy!" Nyx cheered for her father in standing up even against the odds.

"Yeah, the same goes for you too Twilight!" Spike called out to encourage Twilight to take up some of Ben's look on things.

"Yeah, if even a hobo can take on demons single handedly with a cool bike & a cooped up tennis gun to fire pies to free your love, you got just as much chance as the next!" Phobos also shouted out that if they thought all was lost, but if even one individual, be it hobo or otherwise, then even Twilight should see it clear as day.

"Ben…" Twilight spoke from staring at her love gazing with determination in his valiant eyes. "Hobo Joe…." She saw the mind-controlled hobo; he's gone and risk his own to help even the powerless & saved Ben at the cost of his own. "Nyx…Spike…Phobos…" Twilight turned to those that also came with her, absorbing the words of encouragement. "Everyone…" She looked around to all those that have stuck to help and are not losing hope, so why should she?

"You four, get back to your positions!" Sunset Shimmer snapped at the others to which Snips & Snails returned to their post while the demonic villain had the other two before her. "Dum Dum & Boxco, make sure to have Boris keep Ben station." She does not want to lose the Triforce container; his power must be theirs no matter what.

"Yes ma'am!" The minions saluted to go to where they are needed now.

"Tell me Sunset, you want his power, but does he have to be 'alive' for it?" Boris looked back at Sunset in wanting to know, does Ben have to be alive, or possibility…'otherwise', for a less struggle method.

"Either way will be fine, so long as his body can be brought back to have his power taken from within!" Sunset shrug off her shoulders to not caring how the deed is performed, so long as she brought Ben Mare to have his Triforce power taken out.

"Oh, I think I'll enjoy seeing you squirm to wanting to live or let me shot you to end your pain. Either way is fine with me." Boris made a wicked expression in hoping to see either choice be made by the boy that has no way to defeat a demon as powerful as him.

"Hey, back off!" Spike snaps as he jumps in to defend Ben if need be. "I am not afraid to fight even if I am a dog."

"It's a shame you weren't trained to use a beam sword." Sunset taunts as she pulls out a black hilt with a button. "But I have!" The demon activates her beam sword; the color of the blade is yellow whilst the core is white.

"How can the core be white? It should be black!" Ben begins to say in shock and alarm.

"Wait, it's flickering blue...that means-" Nyx begins to say in worry. Even Spike is hesitating at this point.

"Well, now that the little, rebellious problem is settled, I can now begin to have complete control over Equestria!" Sunset Shimmer responded in seeing that from whatever actions happened, are under control now, time "Time to continue my original plan, by invading to rule Equestria, and not even the princesses themselves…will stop me!"

Twilight was horrified at first in what was already happened to the students & those she's come to care about, and from what the situation has become. But then suddenly, she got a determine expression to replace over her fear. "No! You're not getting Equestria!" Twilight protest out in standing against Sunset Shimmer's plans to use these innocent human versions of ponies back home to have them conquer Equestria for someone like Sunset Shimmer's own selfish desires.

Just then, some force of wind was blowing near Twilight which made her be spooked a bit to see who was coming, but got her brave face on to not be scared.

"Oh please!" Sunset Shimmer flapped over near Twilight in speaking off the girl's absent thoughts of stopping her. "What exactly do you think you're going to do to stop me?" Sunset had her hands on her hips in challenging a remark to what Twilight can even do to keep her from doing what she wants. "As I said before, I have MAGIC!" Sunset lifted her left hand to tap herself, as the crown glowed from more dark magic exposure. "And you...have NOTHING!" Sunset Shimmer floated near Twilight, crossed and waved off her arms while her hair ignited like live flames in pointing out...that she has the power & that no one can stop her now. As the glowing gem from the crown glowed ever more, the villain's hair slowly form back down from what she did to stare with an evil expression to not have Twilight stop Sunset this time, nothing will help stop the villain now.

"She has us!" Rainbow Dash spoke off from when she, Pinkie Pie, Applejack who picked up her hat, Rarity and Fluttershy surprisingly, all stood up together with serious determination. For they will not let their friend fall, they will stand tall or fall while never giving up on Twilight.

Twilight smiled from seeing behind her that she was not alone, she had the strength of her friends. Friends like the ones from Equestria, they are all the same, the Mane Six were what have helped Twilight overcome obstacles against other threats to their world, and they do it...together.

"Grrr...." The Demonic Sunset Shimmer looked from Twilight back at the others with a growl in seeing this 'touchy' scene. How was it that despite everything, despite being more powerful than all the rest & making the situation show there was no hope...how could such bound of hopeful light such as Friendship give such strength; it's nothing but nonsense. "You have everything, Twilight! Your colt friend, your family, your friends, your princess and your fame! I have nothing! No one cares for except my leader. When I'm with him, he sees potential; he knows I can accomplish great things. When I get rid of you, I'll be at his right hoof side, sharing power over Equestria."

"Whoever your working for won't share power; He's using you, Sunset." Twilight said, trying to speak reason to Sunset. "You're a stooge. Get out of your fantasy, come back to reality!"

"Lies, Sparkle! One day, I'll overthrow my leader and take complete control over Equestria!"

"Very well, Sunset Shimmer, there's only one way to settle this."

"I was thinking the exact same thing!" Sunset snarls madly to Twilight.

Soon the girls ran up with determination with Twilight still smiling at having her friends besides her, just like back home this was.

"Whah-hahahah-haaahhh...." Soon the demonic laughter from Sunset Shimmer got even Twilight to look up with a serious face, as she & the Mane Five of her friends stood up together against the powerful demonic villain while Sunset blew more wind from her wings down at them. "Gee, the gang really is all back together again." Sunset Shimmer held out her arms to lightly issue how the Mane Six, have all join up like how it is from Equestria, despite keeping these friends apart. "Gwaugh-hahaha-huuugh...." She laughed so hard, a tear escape and she wiped it off, this was truly a marvel to find humorist that now Twilight has made the same friends here just like before to work together to stop all evil. "Now step aside!" Soon Sunset had her eyes glow emerald blank, her crown glowing with dark magic, and from her palms were darkness creating in the center of her separate hands; an orange sphere that was admitting inferno. "Twilight has tried to interfere with my plans ONE too many times already!" She snapped off in wanting to deal with Twilight now, Sunset will not have the girl ruin her chances after finally having it all. "She needs to be dealt with!" Soon the spell was completed as Sunset held a sphere of inferno that grew into a large size, preparing to throw it at one annoyance; Twilight Sparkle.

"Wait Sunset, you said she would be mine!" Boris spoke from hearing that last part, and protest about the agreement that Twilight would be his, not destroyed.

"Do I need to remind you again?! Sorry Boris, but this girl has GOT to go! And besides...she's from another world, you'll get your shot with this world's Twilight." Sunset Shimmer explained that she doesn't care, and for Boris to be reminded once more there is another; he'll have his chance again. "Now follow my orders and secure Ben, kill him if you want to satisfy your thirst! I want his Triforce Element, finish him, then finish his version in this world, and you shall HAVE...your prize!" She exclaimed from sounding more and more demonic that so long as they obtain victory & the next powerful element before them, nothing else matters.

"My prize...yezzziiizhh...." Boris slowly spoke; his eyes shimmered like fully letting the darkness guide him as he held up his dark demonic rifle at his prey.

"Grrrugh...." Ben to look for a way to fight against his foe and with Boxco & Dum Dum blocking his two ways out to being cornered by the wall; it'll be a miracle for him.

Soon Sunset Shimmer throws the attack heading for Twilight and the Mane Five cover their friend to prepare for the worst. Then a bright flash of red enshrouded the entire area. No sooner had Boris fired his rifle off against Ben Mare as the guy stood his ground, but held his right hand to his chest…almost grasping for something, but was covered in the explosion shot from the devil foe.

"Guahahahah-Hahahahaaah…" Sunset Shimmer was seen cackling with her arms cross, she's done it, and now…none can stand before her.

Nyx sobbed and cried, "MOM; DAD!"

Sunset laughed evilly. Nyx was about to run towards her parents but was stopped by Flash as he couldn't let his friends' daughter to be harmed. The girl continued sobbed and cried as she hugged Flash Sentry. Nyx lost her family. Spike and Phobos whimpered. The CMC cried and sobbed in seeing their sisters and suffocate sister killed.

Flash saw the sad faces on children as he clenched his fist tightly and his teeth bared fiercely. The boy glared at Sunset as he snaps, "Is this what you want? I hope you're happy! Happy to get anything you want because I'm not happy for what you did!"

Sunset was shocked while glancing at Flash as she remembers what her former colt-friend had said before her broke up with him.

Flashback

Flash saw what Sunset did to the poor and innocent fillies, foals, elders and family when she used the magic on them. Angrily, the Pegasus saps angrily to her, "Is this what you want? I hope you're happy! Happy to get anything you want because I'm not happy for what you did!"

End Flashback

Boris & his minions smirked with pride, they've won, now nothing could stop them, nothing…

Or so it was seen to be…

"Haaugh," Suddenly, Sunset Shimmer stops laughing to gasp in surprise in midair… "What?" She yelped, as did Boris & his crew that saw where Sunset Shimmer attacked the Mane Six….showed they were coated in a pink magical barrier; protecting them.

Upon their nervous worries did the girls stop to notice, they were not harmed. They let off the hug to still hold their hands in a ring around Twilight still in position of what would have happened, but it never came. Son Twilight began to notice that she and the other five friends are all glowing with magic. Applejack & Rarity held hands to notice this strange event, but smiled at the other. Fluttershy & Pinkie Pie held hands in smiling of what was going on was actually a good thing while Rainbow held Fluttershy & Rarity's hands around. Suddenly, Twilight's worries began to fade as she suddenly showed…a smile of rejoice!

"The magic contained in my element was able to unit with those that helped to create it." Twilight step forth to point out something to which Sunset Shimmer never anticipated, as the demonic villain held the crown.

"So what….you still lose and it's still mine to use! And so will be the Triforce!" Sunset Shimmer protest to state that the crown is hers and so is Ben's Triforce; Twilight has lost both to her.

"I rethink that if I were you!" Ben's voice exclaimed off that subject about himself.

Soon from the smoke clouds where the others turn to see, something appeared from where Boris shot at his hated rival for Twilight; Ben Mare. Only something was different about him, his shirt with the Triforce symbol was glowing, and in his right hand he once held to that chest point was….a sword. But this was no ordinary sword, it was the Master Sword Ben has uncovered that he can summon, and now his body was glowing with golden magical energy.

"He's alive! It can't be!" Boris spoke off in protest in not believing this, how did Ben survive his blast?

"Bu-bu-but he is! He's standing over there!" Dum Dum nervously responded in seeing that Ben was alive.

"And he's glowing & holding a sword!" Boxco pointed out what Ben was showing & wielding that earn just as much attention.

"That…can't be! The Master Sword," Sunset Shimmer yelped in surprise in recognizing the very magical sword of legends with the Triforce. "But where…how could you have it and the Triforce…wait…the element has…" The girl suddenly realized the worst outcome, Ben has reawakened the Triforce element, but why, how did he obtain the skill to do so?

"Been awakened, exactly," Ben finished up that sentence in what Sunset was almost about to say. "The Master Sword is connected to my element; I had to only pull the sword that rest within me, to awaken it and the Triforce, now I got my own magic back." From that explanation, somehow, Ben had to first call the sword from himself, literally, and that allowed the Triforce power to be active again to aid Ben.

"No….you can't use magic here! The sword itself can't come with the Triforce unless…" Sunset Shimmer responded in shock, how could Ben regain his power in this world, just from having the sword brought forth unless….the two are connected. "The Hero of Legends that pulled it, and you wielding it could mean….a connection between the three Triforce Elements & the blade from the hero!" Sunset Shimmer studied such magic about the Triforce & the Master Sword and the Hero of Legends in-between the two could mean…Ben Mare is connected to them all; but how?

"Who knows, but you got your own problems now." Ben shrugs off to say that while he doesn't know much, the villain will have her own worries to deal with. "What Twilight said is true, the Magic Element united those you split apart that helped create it in the first place. Which means, it'll return the favor," The guy spoke with stating a fact that confused Sunset, what did Ben mean by what Twilight said?

Suddenly without warning, the crown on Sunset Shimmer was glowing from the jewel center, but not of darkness...but of light! This confused Sunset Shimmer as she saw the crown let off a gently pink wave of magical energy. That magic was slowly beginning to head down towards Twilight's group, enshrouding them in the brightest light that levitated them up off the ground. Then from an implosive wave of bright magic, something began to happen…

Soon the girls begin to transformed: a familiar three apples symbol goes by Applejack as pony ears grow in place of her regular ears. The girl grins as a pony tail comes out of her behind. As a green flash goes around her, Applejack did a pose as Twilight is heard saying, "Honesty!"

Butterflies flew upward. Fluttershy look surprised as she got pony ears of her own then the girl notices Pegasus ponies growing out of her back with a tail coming out of her behind. As a pink flash appears, Fluttershy pose as Twilight's voice now say, "Kindness!"

As balloons appears, Pinkie saw pony ears coming out of her head and a familiar bouncy pink hair coming out of own behind, making her grin silly as she stares at it while looking upside down. Pinkie now did a cartwheel, stopping for a flash and a pose. Twilight's voice adds, "Laughter!"

As diamonds flew by, Rarity smiles as pony ears came out of her own head. Her hair begins to become curly like her pony self with a unicorn horn appears out of her forehead and a curly purple pony tail coming out of her behind. The girl spins around and pose in a flash as Twilight's voice adds, "Generosity!"

Rainbows appear as Rainbow herself grew pony hairs, Pegasus wings from her back and a rainbow like tail from her behind. She did some kicking and pose in a flash with Twilight's voice yelling, "Loyalty!" The girl grins as she zooms off just like her pony self.

Now Twilight appears, smiling as she said, "Magic!" Pony ears came out of her head along with a familiar unicorn horn, her alicorn wings came out of her back with a familiar tail.

Ben grins as he grew pony ears of his own, along with a pony like tail. Nyx giggles as her pony ears, horn and wings appears, the two looks like pony hybrids along with the Main Six!

Once the girls were transformed, they stood out from within the shining light with Twilight in the center and receiving the magic from the Magic Element. From left was Fluttershy, Pinkie Pie, Rarity, Twilight, Rainbow Dash & Applejack, all have transformed from the element, but unlike what became with Sunset Shimmer, it was not darkness, but light.

"Together with the crown, they created a power beyond anything you can imagine." Twilight explained from within the field of all the elements used together and what they can create. "But it is a power that you don't have, or don't even have control." As Twilight was explaining, Sunset Shimmer was trying to pull away, trying to resist that the crown was helping her enemies.

The demonic villain screeched and held her head in pain, what was wrong here, she should be winning, she won, she had it all, yet why…WHY was this HAPPENING? She glared at Twilight, the one doing all this, how could the events change by such a power she can't control, why…?

"The crown maybe upon your head, Sunset Shimmer," Twilight issued off to state how her element maybe on Sunset's head & has given the enemy power, but… "But you cannot wield it." She shook her head in stating the fact that Sunset Shimmer cannot wield the power of Magic from the element. "Because you do not possess the most powerful magic of all," As Twilight issued this off, she held up her arms in about to say the very potent power of all and that is why the villain shall lose, "The Magic of Friendship!" As Twilight issued this, she grasp her friends’ hands nearby, announcing the power to beat all odds was the power of friendship in making friends.

Once the magical wave entered Twilight's field, soon the transformed Main Six humans position themselves to form…a heart. Twilight at the bottom, Rarity & Rainbow Dash on left to right, Pinkie Pie, Fluttershy & Applejack on the left, middle and right spots to create a human heart form. And from there, a strong magical force began to charge around them.

"Here's a little something from me, Twilight!" Ben Mare responded to fire from his own glowing Triforce mark to empower Twilight's group with his own element, just like from before with Tirek's return.

Then a powerful light burst from the heart that was spiraling around up towards the sky to stop in the center…. Soon from the cloud center, shot off what was the Elements Of Harmony's rainbow, the once known Rainbow Of Light of long ago again.

"Naaugh-Naaugh," Sunset Shimmer held up her arms in seeing the rainbow was heading directly towards her and shut her eyes, "Daugh-Aaahhh!" The demonic girl yelped as the rainbow shoot around her floor space in the air and began to spiral upwards around the yelping terrified Sunset Shimmer, "What…Is…HAPPENING!?" Sunset Shimmer cried out from looking worried, as the rainbow completely covered her from bottom to top, this couldn't be happening to her, but it was!

"Uh boss, maybe we should run." Dum Dum responded nervous to seeing things are turning for them.

"Yeah, our ducks are burned!" Boxco yelped off in seeing the girls are beating Sunset and they'll be next.

"That's gooses are cooked! And I'm not afraid of someone wielding a sword, ram him!" Boris snapped to get his goons under control and soon had them take to the skies to charge right for Ben Mare. If the villains are going down, Boris will take Ben down before then.

"Looks like you never learn." Ben spoke from gripping his sword, positioning himself while the weapon was charging for a few seconds, "Sword Beam!" The guy roared out from performing a move from slashing his sword outwards, unleashing a crescent beam wave similar to a sword, "KAPOW!" And it imploded on contact against Boris' gang, blasting them backwards while reducing Boris's demonic rifle to dust.

"Gaaaughhhaaaaaaaahhh," Boris and his stooges soon were send straight into the rainbow that swallowed Sunset Shimmer and what happens to them will come out from the after results.

The rainbow continued to grow in a tornado form until it reach its limit; And then fired off bright flashes of white & the other seven colors like fireworks in the night sky.

"Here and in Equestria…" Twilight was seen explaining something about this world and their own pony world. "It is the only magic that can truly unit us all." Twilight held her hands to her chest, eyes brightly glowing white to state that with friendship & it's power can unit all creatures.

Then without another warning, another burst of white like escaped from the Main Six's area to redirect the rainbow shooting in the skies towards the school. The rainbow beam tapped against Flash Sentry's forehead, making him yelp though he isn't brainwashed. But then from him, four shots of the rainbow hit four other students in the school, and so on, and so on. It wasn't long until Flash Sentry noticed & saw the other students that they were free from their enslaved control of Sunset Shimmer.

Even Hoboken Joe outside got a taste of the rainbow that passes through his head that freed himself. "Hugh? Wha I miss?" Hobo Joe asked off in not remembering anything before pushing Ben out of harm's way.

At the moment, Snips & Snails floated with worry in the center before the rainbow beams shot against the demonic teens. And soon was making them spiral off in a similar rainbow tornado like Sunset Shimmer.

Then from a wave from Twilight's arms, a mighty glow brighten from her and her friends that completely covered all areas.

By the time it was done, did much of the students come near the destroyed entry to see above…a clear night sky filled with stars and the full moon. And just by the pony statue, the Main Six, still in their pony-hybrid transformations, slowly began to push themselves up from being on the ground. But Twilight was shown the most late in showing any activeness of begin awake.

"Twilight; Honey, you okay," Ben ask as he and Nyx stood near Twilight. Spike and Phobos licks the girl, making her giggle as she hugs them both.

"You did it, mom!" Nyx giggles happily and with a smile. Twilight's friends, even the CMC, Pinkamena and Golden Heart came over with grins.

"You did it, you won!" Sweetie giggles happily.

"Yeah, you whooped her good!" Scootaloo exclaims in agreement.