• Published 5th Apr 2023
  • 3,346 Views, 553 Comments

Through The Multiverse - Battwell



The Multiverse is in peril. An ancient being is gathering forces throughout various universes for a nefarious plan. Join Twilight and her 4 new friends as they journey through multiple worlds in order to stop these dastardly villains.

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40. Foundation Prime

Foundation Prime

The Wastes


The Wastes of Foundation Prime were usually quiet and barren. desolate, void of any life, nothing in sight ever since the cataclysmic battle between Talos and the original Guardians of the Multiverse. There used to be a garden that Supreme liked to meditate in that resided here. Now it was nothing more than a waste land.

The moving of sand was disrupted when it was pushed away by the appearance of another Rift, one that spat out the new Guardians of the Multiverse, who looked worse for where after their encounter with the One Winged Angel: Sephiroth.

Twilight landed on her belly as the Rift closed behind them, scrapes and bruises covered her little body. She had never felt like this before, not even after encountering the Changeling swarm or even King Sombra. Sure she was tired after those events, but never before had she felt so broken and battered after a battle.

Was this what the others felt like all the time?

She felt sorry for them if that was the case.

Twilight struggled to get to her hooves, her entire body was shaking from the beating she just endured. The encounter with Sephiroth made her question their chances of actually succeeding, if they couldn't even beat him, what made them think that they actually stood a chance against Exiled?

She shook her head of those thoughts, she couldn't think like that. No. Now was the time for whatever flicker of friendship she felt within herself to kick in and guide her to the path ahead of her. She looked forward and saw the other Guardians struggling to get to their feet, even Batman looked tired after their detour.

She worried for them.

She truly cared for them, just as they truly cared for her.

"Everyone okay?" Twilight asked, despite already knowing the answer considering she herself wasn't okay in the slightest.

"Despite getting our asses handed to us, we're fine... I guess." Tony removed his helmet as he answered, checking it for any signs of damage. He looked down at his chest and saw a scratch just below his Arc Reactor, courtesy of Sephiroth. He hated to admit it, but they got absolutely demolished earlier, and that was a story he would take to his grave.

His attention was brought to Mario, who was looking off into the distance with his hand resting on his forehead. "Uh. Shouldn't we be over there?" He pointed to the pyramid in the distance. Exiled's Fortress. The other Guardians looked over to where the plumber was pointing and couldn't help but feel annoyed at how far they were.

Everyone except Sonic.

He couldn't help but feel a sense of Deja Vu when his eyes bore onto the fortress ahead. He squinted slightly before grasping the side of his head in pain, gritting his teeth in pain as flashes of his vision returned to him painfully.

The pyramid with Twilight's Cutie Mark.

The desolate wasteland surrounding him.

The six figures standing before him.

The Alicorn Amulet hovering before him.

The looming figure of death looming over them all.

As the flashes ended the hedgehog blinked multiple times to regather his thoughts, the spots in his vision clearing as the blurriness faded away. He had to get these visions under control, but he had to figure out what they meant. At least he knew where he was in that vision now.

He was on Foundation Prime.

But that pyramid looked awfully similar to Exiled's Fortress.

But why?

He was cut off from his thoughts by Iron Man, "Yep. So much for that toaster's calculations." He put his helmet back on, the lights on his armor flickering back to life. "It's pretty obvious that Exiled isn't looking for any visitors at the moment."

"Why do I get the feeling that this was Exiled's plan from the beginning?" Twilight mused, putting the pieces together like a puzzle.

"Because it probably was." Was the answer Batman had for her. "It makes sense. He clearly had some form of control over the Rift. Think about it, he sends us on a detour to distract us and lands us here to buy himself more time for whatever it is that he has planned."

That gave Sonic a thought. "But why though? He doesn't have all of the Foundation Elements. And it's not like he knows where they are anyway." He began stroke his chin, wondering what their adversary's end goal was. "And even if he knew we were coming, why not set up a trap of some kind? Why plop us out here with nothing but sand at our feet? It doesn't make sense."

"Huh." Twilight hummed out loud before thinking about it more clearly. Why wouldn't he simply land them in a trap of some kind if he all the time he needed? It made sense why they were so far away from the base, but with no trap whatsoever? As a matter of fact, why keep them together at all? But that gave her another thought, what if this wasn't the trap? That's when her eyes widened.

And so did Batman's.

"IT'S A TRAP!" They both shouted before five separate portals appeared around them in the sky. Before anyone could react, one by one, each of them were pulled into a portal, separated from one another, unable to fight as one, as a team.

They had fallen into a trap.


Exiled's Fortress


Encounter with Dr. Eggman

Sonic came crashing out of the portal with a tumble, but not before recovering by curling into a ball and bouncing in place before landing on his feet. He looked around the area as the Rift closed above him, he appeared to be in a dark room of some kind.

Was he in Exiled's Fortress?

Where were the others?

"Guys?" The Blue Blur called out, hoping that one of his friends would answer. He called out again but received no answer, much to his chagrin. This wasn't good, how could this have gone so wrong so fast? If they weren't together then this was going to be a lot harder than it needed to be.

"Great." He muttered bitterly. "Can this get any worse?"

"It can get worse!"

At the sound of his arch enemy's voice, Sonic turned around as multiple floodlights turned on, revealing a battle arena of sorts. It was similar to the chamber Sonic fought Eggman in on the Death Egg. Then all of a sudden the middle of the floor began to split apart as something large rose from the darkness.

It was a humanoid mech whose head and torso came together in an indistinguishable egg shape. Its head and torso bore a great resemblance to Dr. Eggman during the first few years they had known each other, right down to his mustache and attire, but with a metallic gray scalp and a small antenna on the sides of its head. It also had yellow shoulders with red arrow marks on them, along with red and yellow arms with three spikes for fingers, a gray jetpack on the back, and thighs made of two gray spheres each. It also had large and armored red feet with kneecaps.



Eggman laughed inside of his Death Egg Robot, taking a dramatic step forward, shaking the whole room. And to make matters worse two familiar looking robots hovered beside him, both having their arms folded over their chests.

Metal Sonic and Mecha Sonic.

"Nice of you to drop in, Sonic." Eggman said to his nemesis, taking another step forward. "Hope you enjoy it here. Because you're never going to leave!"



The Death Egg Robot stomped forward as both Metal Sonic and Mecha Sonic flew forward, initiating the battle. Metal unsheathed his claws as he went for Sonic's head, but the hedgehog ducked under and zoomed forward, going right under Mecha Sonic and going straight for Eggman.

He bounced into the air and curled into a ball, but instead of hitting the robot all he hit was a shield barrier, which Eggman had activated prior to the fight. Sonic flew backwards and slid across the ground, clenching his fists and gritting his teeth.

"Well, that's new." He muttered before zooming off again, with Metal and Mecha hot on his trail.

Meanwhile Eggman was simply laughing as he turned the head of the mech to follow his blue adversary. "Oh Eggman, you genius! Who would've expected a Death Egg Robot?" He complimented himself like the narcissist he was.

"Well... Anyone?" Sonic answered truthfully with a smirk, jumping in the air to avoid a laser blast from Mecha Sonic all the while zooming forward to avoid Metal, who tried blindsiding him. "This is, like, the fourth time you've used it!"

"Wait, really?"

"Yup."

"How'd the others go?"

"Not well."

Eggman grinded his teeth, "Grr! Well this time it WILL NOT FAIL!!!" He declared, launching the robot's spiked fist at his nemesis, allowing Sonic to jump on top of it as he called it back. But just as Sonic was about to attack he was seized by the throat.

Mecha Sonic had a firm grip on him before he blasted him in the chest. The attack sent Sonic flying right into Metal Sonic, who kicked him to the ground, having hit the hedgehog on the top of his head with the bottom of his foot.

Eggman took this chance to activate the robot's jetpack, taking into the air and hovering above Sonic.

The hedgehog came back to his senses before widening his eyes. The Death Egg Robot was about to crush him! He scrambled to his feet and zoomed out of the way, but not unscathed as the resulting shockwave caused him to lose his footing.

Metal Sonic took that as his cue to fly over and clothesline him with his outstretched arm.

Sonic flipped through the air before rolling to a stop on the ground, head in a daze as he failed to notice Mecha Sonic coming straight for him. The robot grabbed Sonic by the back of his head and then proceeded to drag him across the ground before throwing him directly at the Death Egg Robot, who then slammed Sonic to the ground with its spiked fist.

"Oh Ho Ho Ho!!!" Eggman laughed as he raised the foot of the mech hover his fallen foe. "It ends here!"

Sonic looked tired. He looked beaten. Sure he could take on Eggman no problem, but the doc was pulling out all the stops this time. Normally Eggman wouldn't have called upon any of Sonic's metallic duplicates whenever he wanted to face the hedgehog one on one.

But this time was different.

He didn't care about how he did it.

All he wanted was to end Sonic's pathetic existence.

He brought the mech's foot down on top of the poor hedgehog. Metal and Mecha stared at the sight coldly, scanning for any signs of life under the Death Egg Robot's foot. To their surprise a pulse could be found, it was faint but it was still there. Eggman raised the mech's foot as Metal Sonic flew over and grabbed his fleshy counterpart.

He then flew up, holding Sonic by the back of his head, and hovered in front of the mech. The head of the robot opened up, revealing the smiling face of Dr. Eggman. He got up from his seat and observed the hedgehog with his hands folded behind his back.

"What's wrong, hedgehog?" Eggman taunted, leaning forward to get a better look at his nemesis. "No witty comeback? No taunts? No jokes? No smart alec remarks?" He shrugged, "What about an egg pun? No?" His smile turned fiendish. "Good. You finally realize that I've bested you. That I've beaten you. Face it, Sonic." The Death Egg Robot pulled its arm back as Metal Sonic released his hold on Sonic, dropping him from the air. "I'VE WON!!!"

The robot slammed its fist right into Sonic, sending him flying back and crashing into the wall. Sonic groaned, but before he could fall to the ground Eggman ran the mech over and continued to pummel him against the wall.

"YOU'RE BROKEN!" Slam. "YOU'RE BESTED!" Slam. "YOU'RE DEFEATED!!!"

With one final punch, Eggman finally allowed Sonic to fall down and hit the floor, creating a cloud of dust where he landed. The hedgehog had to admit it, he was beat this time. He hadn't felt this bad since his first encounter with Infinite. As his eyes began to close and his mind drifted into unconsciousness, he heard Eggman utter three final words before he blacked out.

"You're too slow."


Encounter with The Joker

Batman flew out of the portal and spread out his cape, gliding through the air and landing safely on the ground, his cape shrouding his form as he slowly rose to his feet. He turned around and saw the portal close, his brow furrowed. This was Exiled's plan all along. Separate them all, pick them off one by one, take the pieces off the chess board.

He looked around and saw that he was in what appeared to be an arena reminiscent of a 'Comedy Club'. The circular stage before him, the cardboard cutouts of club patrons, the lone microphone at the front of the stage. Batman turned around to leave, he had to find the others, but stopped when a projector flickered on and began playing a film on the wall behind the stage.

Curiosity overtook him and he turned around, only for his eyes to widen at the footage of Robin, battered and bloodied, tied to a chair in a dark room playing on the wall. A vengeful scowl etched itself onto his face when a certain Clown Prince of Crime walked up to the broken boy.

He knew what this was.

Joker had sent him the film.

It was one of the many torture tapes of Jason Todd.

His greatest failure.

"Batman? Is that you?" Jason asked as Joker appeared behind him, hopeful that his mentor would save him.

But that hope was gone when Joker grasped his shoulders, "Batman's not coming to save you, Jason."

"He'll come!"

Joker clicked his tongue and walked around to get in the boy's face, "It's been six months now, Jason. I think it's time to face facts."

"SCREW YOU!"

"That's the spirit!" Joker laughed, grasping his shoulders once more. "You're a chip off the ol' Bat block! Not that it'll do you any good."

"Why won't you just kill me?"

Batman's heart broke when he heard that. How broken his former protégé sounded. Oh, how he failed him.

"What? No, no, no! I'm not going to kill you! Well, not yet anyway. You're my sidekick now. Imagine it! You and me, out on the streets, starting fights, picking on the weak, a regular dynamic duo. Just like Bats and that new kid of his."

"No he wouldn't!"

"Oh? Soooo, this isn't Batman then?" He grinned as he pulled out a photo, supposedly of Batman and Tim Drake, the Robin after Jason Todd. "Weird. The pointy ears are usually a dead giveaway."

Jason chocked back a sob. "N-No..."

"I didn't want to show you that photo, really I didn't. But it was the only way for you to get closure." He then stood upright and took out a crowbar from inside of his jacket. "Now I know it hurts but sometimes you have to be cruel to be kind."

The footage cut out just before the first blow struck.

Batman was seething with rage, how dare he play that to mock him. His fists shook with rage and his teeth were bare, that rage intensified when the clown's voice sounded off over a speaker.

"Y'know those are some of my favourite memories!" Joker revealed with a laugh. "The sound of bone crushing under metal, his screams of pain, his wails for you to come and save him! Oh, it was like ecstasy! Like a high that you didn't want to end!" His mad cackles echoed throughout the arena. "And now you've brought me another one to play with! Oh Bats, you shouldn't have. And hey, once I'm done with this brat, I think I'll pay your little unicorn friend a visit too!"

Now he had done it.

"If you go near her, I'll break you in two!" Batman growled at his greatest enemy.

But Joker dismissed him, "Oh ho ho, Batman. If you had the guts for that kind of fun, you would've done it years ago. Besides we both know you enjoy this crazy little game of our just as much as I do! You don't want it to end! After all, where's the fun in that?"

A cloud of green smoke appeared on the stage and the shadowed silhouette of The Joker rose up on stage. Once the cloud dissipated Batman saw Joker with a grin on his face and an electric guitar in hand. And then appearing stage left and right, were Deathstroke, Scarecrow, and Mr. Freeze.

All three villains jumped down off the stage as Joker began playing his guitar.



As Joker began playing his song, Deathstroke made the first move, dashing forward with his sword drawn, only focused on Batman. He swung his sword down, only for it to be blocked by Batman, who raised his arms to block it with his wrist gauntlets. He kicked the mercenary back and backflipped away from a beam of ice, fired from Mr. Freeze.

As the ice cold villain walked forward, still firing his gun, Scarecrow walked forward as well, raising his left arm as Fear Gas exited the bottom of his sleeve.

While all of this was happening Joker leaned forward and grabbed the mic and began to sing.

"You can be a goody two-shoes 'till the end of your days,
You can listen to them say crime never pays,
You can follow every law and fear the big black bat,
But why would you want to? Ha!
Where's the fun in that? Where's the fun in that?"

Batman threw multiple Batarangs at Freeze before ducking under a strike from Deathstroke. He punched the mercenary's gut before kicking him in the jaw with a backflip. He took out his Grappling Hook and took to the air, throwing down a smoke pellet, concealing Scarecrow's vision.

"So, smile, darn you, smile! Everybody loves to grin!
Follow my lead, recite my creed, and smile, darn you, smile!"

Batman was about to glide kick the villain down, but was stopped when an ice beam just narrowly missed him, but not enough as his side was grazed, burning his side due to how cold it was. He loosened his grip and fell to the floor.

"Don't listen to the dullards say that life is a bore,
Those fuddy-duddys spoil my fun!
That's why I strive to eradicate gloom!
It's from that itch, I made the switch,
And chose my nom-de-plume: The Joker!
There's the fun in that! Ha ha ha! There's the fun in that!"

Deathstroke took out his gun and opened fire, wanting to take the Bat down while he was weakened. But that would prove fruitless as Batman raised his cape to protect himself, the bullets bouncing off of it as he ran.

Meanwhile Mr. Freeze took to the air and launched three ice missiles at the Dark Knight, hoping to incapacitate him.

As Batman threw four Batarangs at Deathstroke, he was sent flying backwards by the explosions of ice that erupted where the missiles struck.

"So, smile, darn you, smile! Everybody ought to laugh!
And so with glee, I do decree; Just smile, darn you, smile!"

As Batman struggled to get to his feet Scarecrow walked over and knelt in front of him. He glared into the hero's eyes before injecting him with his syringes, the Fear Toxin now in his system. No matter how hard he tried, he just couldn't get back up.

Deathstroke walked over and held the tip of the sword at his neck.

"So, when living gets a little rough, and you find it hard to cope;
I'm the gent with just the stuff, to fill you full of hope!
Just smile, darn you, smile! Everybody needs a clown!
Now with one stroke, the final joke!
Just smile, darn you, smile, darn you, smile!
Everybody loves to grin!
Follow my lead, recite my creed;
And smile! Ha! Darn you, smile!"

Joker laughed hysterically as Deathstroke kicked the side of Batman's head, his world turning pitch black as The Joker's laughs echoed throughout the arena.

"Ha ha ha ha ha ha! I love it!"


Encounter with Bowser

Mario yelped as he faceplanted on the stone floor after being spat out of the Rift above. He groaned, rubbing his head as he got to his feet, it felt a little hot in here actually. Looking around he saw why, he was currently standing on a bridge that spread to four corners of the room, forming a X shape in the center of the arena, with lava bubbling underneath it.

The heroic plumber frowned when a familiar laughter echoed in his ears, his deep and gravely voice souring Mario's mood instantaneously. His frown deepened when the Koopa King dropped down from the ceiling and landed in front of him, a mocking grin on his face.

"Welcome to the 'Boss Level'." Bowser said, taking a step forward while gesturing to his enemy with his right arm. "Here we are again, Moustache. Me, standing on the brink of victory and total conquest!" His tone and face dropped when addressing Mario. "You, defying me and somehow plucking victory out of nowhere despite the odds being stacked against you."

Shrugging nonchalantly, Mario retorted, "What can I say? I just don't know when to quit."

"I know. That's what infuriates me about you so much!" He roared, pointing his index finger at the plumber hatefully. "You've been like that ever since we were infants! And no matter what, no matter how much I throw at you, you always win!" He inhaled deeply before a confident smirk arrived on his face. "Tonight that changes."

"I'll believe it when I see it."

"Well seeing is believing."



Bowser roared as he fired a fireball from his maw, causing Mario to roll to the side, taking care not to roll too far, otherwise he become nice a crispy in the lava below. He ran forward toward Bowser, who fired another fireball, this time he slid under it and continued running forward.

He jumped into the air and avoided another flaming projectile, bouncing on the top of Bowser's head and landing behind him. He quickly raised his arms to block a punch from the Koopa. He pushed him back and threw a punch of his own, only for it to be caught by Bowser, who grabbed hold of his wrist and threw him over his head.

Bowser slammed Mario on the ground before throwing him over his head and slamming him again. He repeated this a few times before holding Mario before his face and delivering a nasty blow to the plumber's face, sending him flying back.

"No Power-Ups to save you this time!"

Worried? No. Tired? A little. His encounter with Sephiroth really took its toll on his body. "Please, I've been beating you since we were kids!" Mario reminded the Koopa, goading him into a reaction. "I didn't need Power-Ups then, and I don't need them now!"

"Cocky little..." He pulled himself into his shell and zoomed forward, spinning around at high speeds.

Mario charged forward and leapt over the Koopa, said villain coming out of his shell and breathing fire where Mario landed. The plumber jumped through the fire and punched Bowser in the snout, causing the villain to stagger back, and then kept laying on the punches, not giving him a chance to respond.

He bicycle kicked Bowser's jaw and landed on his feet, letting out a battle cry as he charged forward and shoulder charged the Koopa King to the ground.

Bowser snarled, sharpening his claws and swing his hand at Mario, crawling onto all fours and scampering forward as the plumber backpedaled, dodging swipe after swipe before front flipping over his arch nemesis and grabbing his tail.

He then began swinging him around and around, raising him into the air as he continued to spin around in circles, until finally letting him go. Mario watched as Bowser soared through the air and crashed against the wall, falling down in a crumpled heap.

The Koopa slammed his fist on the ground in a blind rage before standing upright, face to face with his arch nemesis. "Gotta say I'm impressed, Mario." His smile turned cruel, "But this could only end one way."

Mario chuckled, "What? With my foot kicking your butt?"

"No. With me beating the ever loving snot out of you."

The way Bowser said that confidently gave Mario pause. "And why would that ever happen?"

Showing his teeth, Bowser snapped his fingers suddenly as four screens came to life on the walls. It showed Luigi, Donkey Kong, and Toad all in an orb with Peach as well, but she was trapped in her own personalized bubble thanks to Kamek, who was using his wand to keep the spell going outside of the dome.

Mario looked on in concern and worry as Bowser laughed.

"What? You thought I didn't have a backup plan?" Bowser asked tauntingly before getting down to business. "As you can see, Plumber Boy, I have your friends at my mercy." He gestured to the screen behind him. "And if you want to see them again, you'll do exactly as I say. And just to show that I'm not bluffing..." He veered off before the dome containing his friends suddenly became electrified.

Electricity coursed through the dome, causing all of Mario's friends to cry out in agony while Peach slammed her fist against her own personalized bubble, trying to get to them. She could only scream and cry for Bowser to stop but he didn't listen.

Mario watched on in pure horror at the sight of his brother and friends convulsing and screaming in agony. He could only take so much before he screamed at Bowser for him to stop. The Koopa chuckled, knowing that he had Mario at his mercy. The pain stopped and they all fell to the floor, their bodies singed with smoke rising from their forms.

"Enjoyed the show?" Bowser asked with a cruel grin, causing Mario to snarl at him hatefully. "See this is how it's gonna go. You are going to stand there and let me end you. No matter how many punches I throw, no matter how bad the pain, you're not gonna lift a finger." Somehow his grin became crueler. "And if I even see and ounce of resistance from you... Your pals are as good as dead."

Mario clenched his fists tightly, his arms shaking from pure rage.

"So Mario?" Bowser asked. "What's it gonna be?"

The plumber closed his eyes and exhaled, he was beat and Bowser knew it. He fell right into his trap and there was nothing he could do. In the end it didn't matter what happened to him, just as long as his friends were safe. He lowered his head and nodded.

Bowser took that as a sign to walk over and look down at his adversary.

Before he knew it, Mario felt a fist go into his gut, causing him to double over before he was suddenly launched across the room. He landed harshly on his back before he was suddenly pummeled with a flurry of punches to the face by Bowser. He could hear the Koopa laughing hysterically as he continued to get beaten.

The punches stopped before Bowser raised his foot over his face.

"Game over!"

Mario's world went black after that.


Encounter with Ultron

Iron Man activated his rocket boots in the nick of time, hovering in the air and landing on the ground softly as the Rift closed behind him. He looked around and saw that he was a battle arena of sorts, the entire room had red highlights all over, flashing red before going dim repeatedly.

"Okay. Not creepy at all." Tony commented sarcastically before taking a few steps forward.

"Let me ask you something." The cold, calculating voice of Ultron echoed in the arena, causing Tony to stand guard. "Why do you do this?"

"Do what?" Iron Man asked, his voice stern and cold.

"This. All of this! This pitiful attempt at being a hero. I mean are you trying to repent for your previous sins? For your father's sins? All the lives your weapons destroyed? All the relationships you destroyed because of your previous battle with alcoholism? How many lives have you destroyed because you and Hank Pym decided to create me?"

"You can't put that on me!"

"Can't I?"

That caused Tony to falter.

Ultron continued, "You try so hard to atone for your sins, yet you cause even more pain than before. And why do you even bother, to save people? I hate to break it to you but people are awful. They're vile. Killers. War mongers. They are not worth the effort that's for sure. Hell that's you created me in the first place, to do what you and your Avengers couldn't."

Iron Man clenched his fists. "We created you to save the world!"

A circular hole opened on the floor behind Iron Man, causing him to turn around as a red light shined from the manhole. Then from the depths of red out came Ultron, who flew up slowly with his fists clenched and his sight set on his creator. Iron Man activated his boots and hovered in the air, facing down his creation, his mistake.

"And that's what I intend to do."



Ultron flew forward.

As did Iron Man.

The two met in the middle of the arena and interlocked hands, flying higher into the air trying to overpower one another, but alas, they were evenly matched for the moment. Ultron released a burst of power from within himself which sent his creator flying back. This gave the malicious A.I. the chance to boost forward, unsheathing his claws as he slashed at Tony's already damaged armor.

Iron Man raised his arms in an X shape to block the strike before launching multiple Stark Mines at Ultron, causing the villain to propel himself backwards and dodge the projectiles. Tony smirked under his helm and began flying around Ultron, who was still dodging the Stark Mines, firing Repulsor Blasts as he flew.

"Y'know it just occurred to me!" Iron Man suddenly spoke up as he fired a missile from his shoulder. "Your still locked out of anything tech related except that body of yours. Which means you can't escape to another body if this one receives too much damage."

Ultron chuckled as he caught the missile and crushed it in his hands. "You'd actually have to inflict damage upon this vessel if you even have a chance at defeating me." He fired five lasers from his fingertips, striking Iron Man in the chest and sending him crashing into the wall behind him. "And it appears your not in top form right now, Stark."

"Trust me, Junior." Tony groaned, pushing himself out of the wall. "I'm just getting warmed up." With that he launched forward and tackled Ultron, sending them flying across the arena.

Ultron slammed his fists on Iron Man's back, freeing himself, before delivering a kick to the side of his enemies head. Firing another mouth beam, Ultron followed his creator as he flew around the arena. He was gaining on him as he continued to fire mouth beam after mouth beam, unrelenting and unforgiving.

Tony quickly turned around and blasted Ultron in the face with a Unibeam, sending the A.I. tumbling down to the floor. Activating every weapon in his armor's arsenal, Iron Man fired missiles, Stark Mines, Repulsor Rays, lasers, you name it, down at the evil Artificial Intelligence.

Once the villain was drowned in smoke, Iron Man stopped and aimed his wrist downward, summoning his Proton Cannon.

But he took too long to charge it however as Ultron suddenly burst forth from the smoke and seized his creator by the throat and slammed him against the wall. He then flew along, dragging Iron Man across the wall, digging a trench in the wall as he flew.

Ultron then hurled Tony across the room and fired a mouth beam, striking the Armored Avenger in the chest, causing a great deal of damage to his suit. As his nemesis fell to the ground, Ultron flew down and grabbed Iron Man's leg, holding him upside down in mid air.

He then flew down and slammed Iron Man down on his back, getting a bit of air time before Ultron slammed him down again, effectively taking him out of the fight for good. "This is how you end, Tony." Ultron said coldly, leaning down and getting into the Avenger's face.

"This is peace in my time."


Encounter with Discord

Twilight yelped, flying out of the portal and landing on the cold, harsh, stone floor as the portal swirled to a close behind her. She groaned in pain as she slowly got to her hooves, her form shaking from the pain she has endured the past few hours.

The room was empty, nothing but darkness surrounding her.

She felt a shiver go down her spine, she felt cold. Just where was she? Where were her friends? Twilight then realized that this was Talos' plan, separate them and pick them off one at a time. It was a shame she hadn't picked up on that until it was too late.

Looking around, Twilight saw nothing but darkness.

She was alone.

...Again.

"Comfortable?"

Her head whipped around as Discord appeared in the air with a flash of light, a mischievous smirk on his face as he laid back in a relaxed position, one leg over his knee, as he drank out of a coconut with a straw.

"Discord!" Twilight exclaimed, trying to light up her horn.

Wait...

Why couldn't she light up her horn?

She glanced up and noticed that her horn was gone.

Twilight frowned and glanced up at the draconequues, "Not playing fair, are we?"

Discord chuckled, making his drink disappear as he leaned down and smirked at Twilight, "You do remember that we're enemies, right? Why would I play fair when I am on the cusp of spreading my Chaos Magic across every dimension that ever existed?" He shrugged, "It's not my fault that you don't get that."

Twilight stomped her hoof against the ground, "Enough stalling, Discord!" She took a defiant step forward, "Where are my friends?"

"Which ones?"

The question confused Twilight.

"Your new ones?" He asked before his smirk turned cruel. "Or the ones that betrayed you?"

Twilight's eyes turned to pinpricks as her breath hitched, her eyes darted around, looking at anything but Discord. "I-I don't know what you're talking about.."

"Oh?" Discord tugged on his beard in thought, "Then let me remind you." He snapped his talons, making several screens appear around her, forcing her to watch as everywhere she looked, a screen was in floating before her. The screen showed footage of Twilight confronting 'Princess Cadance', who was Chrysalis in disguise, at the wedding rehearsal.

"Why are you doing this to me?!" The imposter cried, giving her all into this performance.

"Because you're evil!" Twilight cried out as Chrysalis rushed out of the room in tears. "Evil! And if I don't stop you, you're gonna ruin my brother's life!"

Twilight shook her head and took a step back, her breathing had quickened as anxiety began to take hold of her. Why? Why was he showing her this?

The footage then showed Twilight turning around with a confident smile on her face, that is until she bumped into Shining Armor and fell on her plot. She gave him a sheepish grin before he began laying into her for what she did.

"You want to know why my eyes went all," His eyes swirled around in his head for a second before he grapsed his head in pain. He shook it off and continued, "Because ever since I started having to perform my protection spell, I've been getting terrible migraines. Cadance hasn't been casting spells on me. She's been using her magic to heal me!"

Twilight felt tears glisten in the corner of her eyes. "Please..." She whispered up to the draconequues, begging for him to not show her anymore. But he simply shrugged as he ate his popcorn from a large bucket.

"Shh!" He shushed her before smirking, "It's just getting good."

"And she decided to replace her bridesmaids because she found out the only reason they wanted to be in the wedding was so that they could meet Canterlot royalty! And if she hasn't been on her best behavior with your friends, it's because with me being so busy, she's had to make all the decisions about the wedding!"

"I was just trying to–" Twilight tried to explain but he cut her off.

"She's been completely stressed out because it's really important to her that our big day be perfect! Something that obviously wasn't important to you!" He suddenly grasped his head and Twilight offered her hoof to him, but he simply walked past her coldly. "Now if you'll excuse me, I have to go and comfort my bride. And you can forget about being my best mare. In fact, if I were you, I wouldn't show up to the wedding at all."

Twilight was crushed. She could only look down in shame as her brother left her. She looked back at her friends and mentor, hoping that they would be there for her in her time of need. After all, if they knew her, if they really knew her in the time she'd spent in Ponyville, then they'd realize that she knew she made a mistake and help her figure out a way for her to fix it.

Nope.

She thought wrong.

"C'mon, y'all. Let's go check on the princess."

Twilight was beyond shocked. Her friends. Her very best friends, who she had dropped everything to help them whenever they needed it.... Left her. And they gave her the coldest looks anyone could give to another. Rarity lifted up her nose in disgust. Applejack shook her head in disappointment. Pinkie gave her a look that looked unnatural on the mare. Fluttershy simply looked away. And Rainbow Dash looked at her like she was the worst in the world.

As Spike scampered past her, she looked to Princess Celestia and reached out a hoof to her mentor, hoping for guidance.

Instead all she got was...

"You have a lot to think about."

At this point Twilight was curled up on the floor, sobbing and bawling in tears, her ears laid flat against her head, her entire form shaking from the sheer hysteria of it all.

Discord grinned.

"Wow! What a great show of friendship!" He said enthusiastically, leaning down and talking right into Twilight's ear. "It must feel great to have such great friends who will always be in your corner no matter what!" He let out a fake and dramatic gasp before smiling cruelly. "Oh wait..."

"Please stop..." She whispered pathetically.

"I'm sorry, what was that? Is Twilight Snarkle having another panic attack?" He taunted to the shaking mare. "Are you gonna brainwash an entire town again? Or maybe have everyone freak out over Princess Celestia coming to visit? Face it, you've brought nothing but trouble to their lives ever since you stepped hoof into Ponyville. You're a jinx, Twilight."

Her sobbing grew louder.

"I mean they showed their true colors at the wedding rehearsal. They showed that they didn't care about you, they showed that they only like you when it's convenient for them. They don't give a flying feather about you! They only followed you into that forest because you were too stupid enough to go in alone. They didn't follow you because they liked you. They followed you out of obligation because you're Celestia's student. It's clearly obvious that they've been lying to you."

"DON'T YOU THINK I KNOW THAT!!!" She suddenly screamed, her eyes red with tears, her cheeks stained due to her crying. She had finally reached her breaking point.

"Where were they, Twilight? Where was the friend to generously give you their time? Where was the friend who needed to be honest with you about how they felt? Where was the friend to make you laugh when you were feeling down? Where was the friend who didn't have a smidge of kindness to offer you? Where was the loyal friend who would've stayed behind to comfort you? Where was the Magic of Friendship?"

Hypocrites.

All of them.

"Where were your friends, Twilight?"

"....'re not my friends..."

"I'm sorry, what was that?" Discord asked with an evil smirk on his face.

She looked up to him and scowled, tears still streaming down her face, "They're not my friends."

It started at her tail, and then spread across her entire body. Her natural lavender color faded away and turned into a grey color as her head lowered, tears finally stopping as she came to the startling realization.

Those ponies were not her friends.

They never were.

"Yessss!!!" The Spirit of Chaos and Disharmony cheered, confetti shooting up behind him. "You see Twilight?! Friendship isn't magic."

He placed his mismatched hands on her shoulder and leaned his head next to her face.

"Friendship is Dead."


The Throne Room

Celestia and Luna couldn't believe their eyes, nor could the Bearers of the Elements of Harmony. Their mouths were agape at the sight of it. Their chests felt heavy and they felt cold, normally they would've felt a connection to Twilight, given that due to their connections to the Elements of Harmony, they too, were all connected.

But they didn't feel that connection.

The Element of Magic had gone completely dark.

Pitch black.

"P-P-Princess...?" Applejack started but trailed off, not being able to find the words.

"I-I-I..." Celestia stuttered before being interrupted by the chuckling of The Exiled, whom was sat atop his throne.

"Do not fret, Celestia." Talos reassured maliciously. "You will be seeing your student soon enough."

Right on cure four portal opened up in the middle of the Throne Room, gaining everyone's attention. First out stepped Dr. Eggman, with Sonic, who was trapped in a blue orb, following close behind him. Then Joker, with Batman in toe, also in a dome prison. Then Ultron with Iron Man, and Bowser with Mario.

All of their friends called out their names in fear, causing them to stir out of unconsciousness. They all looked around and saw that they were trapped. They had been beaten.

They had failed.

Sonic looked to Eggman, who had a smug expression on his face. "Oh, hey! Instead of finishing us off, you kept us alive to gloat over!"

"Crushing you is easy. Crushing your spirit is worth the extra effort." Was all Eggman had to say.

"You're so corny."

Celestia looked for any sign of her student but found none, where was she?! Why was the Element of Magic dark? What has happened to Twilight Sparkle?

"Where is Twilight?" That hadn't come from her or anyone else in her dome. She looked to Batman, the one who had asked the million dollar question. "Where is she?" He growled to The Joker, who simply smiled in response.

Then out of nowhere Discord teleported into the room. "Sorry we're late!" Discord apologized with a mocking bow before gesturing to the grey unicorn sitting beside him. "Somepony refused to quit sulking."

The Princesses and the Mane Five let out a collective gasp at the sight of their friend. They had seen this before, when they had first beaten Discord when he escaped his stone prison. She was grey, her belief in Friendship broken. But the Element of Magic hadn't gone dark before.

What changed?

"Oh no." Sonic whispered, getting on his knees and banging on the dome to try and get her attention. "Twi? TWI?!"

Mario and Iron Man were lost for words, the rage building inside of them at the sight of their friend.

Batman growled at the draconequues, "What have you done?"

"Nothing!" Discord said innocently before pointing to the Equestrians. "Ask them."

The Guardians all turned and realized who they were, what they had done to Twilight. The ones who turned their back on her. Batman scowled heavily at them, as did Sonic and Mario.

Meanwhile Rainbow flew up to the edge of the dome and screamed, "US?! You got a lotta nerve! What did you do to her, you jerk?!"

"Twilight, darling?" Rarity called out.

"Sugarcube? Can ya hear us?!" Applejack banged on the dome.

"Twilight?!" Pinkie pressed her face against the dome.

"Twilight, please say something!" Fluttershy squeaked as loud as she could.

"Twilight!!!" Spike cried out for his mother figure, banging his fists against the dome.

Both Celestia and Luna approached the dome, the former placing her hoof on the dome as she whispered, "What has he done to you, my faithful student?"

Their hearts stopped when she finally acknowledged them. When she finally looked at them.

And they immediately wished she hadn't.

For she didn't look at them with her usual kind, caring eyes.

She looked at them with pure, unfiltered hate.

"This turned out even better than I had hoped." The Exiled suddenly spoke, getting everyone focused on him as he walked down from his throne. "The usurpers have finally arrived. We meet at last."

"Exiled, I presume?" Tony guessed, scowling under his helmet.

"You presume correctly, Anthony Stark. I am the one known as Talos, one of The First. The Exiled. The common denominator. The root behind all of your recent adventures. It is a pleasure to finally meet you in person." He then looked to each of the villains, "You've done well." He then opened his palm and held forward the X-Stone. "Now it is time for the moment we've all been waiting for."

He closed his fist around the stone, creating another portal in the room.

"Friendship is a weakness. You should have just destroyed your Foundation Elements."

Static suddenly filled Batman and Iron Man's communications, X-PO'S voice barely breaking through the interference. "Guys, it's X-PO! I'm under attack! It's times like these when I wish I knew how to fight and not just make sarcastic comments--"

The feed cut out.

And Lex Luthor, King Sombra, and M.O.D.O.K. arrived out of the portal, each with a Foundation Element in their hand. The Guardians' eyes shot open, they were on Vorton. This was Exiled's plan all along, and they fell right for it.

"What did you do to X-PO, Luthor?" Batman demanded to know.

"Just gave him some much needed adjustments." Lex shrugged before turning to Exiled as he approached them.

"At long last." He whispered in awe at the sight of all the Foundation Elements before him. "After eons of waiting and plotting behind the scenes. I can finally go home and restore what was lost. I can rebuild and forever end my exile in this primative, disgusting plane of existence." He hovered the final Foundation Elements over to their pedestals.

He finally had them all.

The Elements of Harmony.

The Chaos Emeralds.

The Kryptonite.

The Super Star.

The Vibranium.

The Ruby Slippers.

The Plutonium Rod.

Woody's badge.

Rapunzel's tiara.

The first Scream Canister.

Baymax's battle chip.

The Energon Cube.

And finally the Diamond Scarab.

All thirteen Foundation Elements, together again.

The pedestals lit up brightly as a rune underneath the rug shined through the fabric, glowing brighter and brighter until it burned the rug entirely. Everyone looked on in confusion as to what was happening, for they had no clue what they had just unlocked.

Then suddenly a beam of light shot out of the floor as the pedestals ceased glowing, and a hidden chamber unlocked itself beneath the floor, allowing for whatever was under there to finally be free. Everyone couldn't help but stare as a blue orb, crackling with electricity, glowing white in the middle and beating like a heart would, rose from the chamber and hovered in the middle of the room.

The heroes looked confused.

The Guardians looked worried.

Eggman and the other villains looked giddy.

Exiled laughed as he gestured to the orb, "Behold! The pulse of the Multiverse! The heartbeat of all existence! THE FOUNDATION OF ALL DIMENSIONS!!!"

Author's Note:

Two chapters within a week?! And at this length?! Maybe we've entered an alternate reality ourselves?

Hope your ready for next chapter, cause it's gonna be cameo's galore!!!

Stay tuned!

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