"47... 48... 49... 50."

Rainbow Dash exhaled as she finished her set of wing-ups. This was nowhere near her normal number of wing-ups in a set, so she hardly felt anything at all. No, tonight was different. She had been training and pushing herself further and further to this point. She was about to become something she's always wanted to be.

She got to her hooves and began to stretch out. Scootaloo and Fluttershy watched her from the side. Usually, Rainbow would've had them assist her in some wild workout routine where she would nearly push herself past her limits. All Rainbow was doing tonight was stretching and loosening up.

"Rainbow Dash, I still don't know if this is a good idea." Fluttershy said.

Rainbow didn't stop what she was doing. "I know."

Fluttershy looked down. "It's just... It's been over a year and a half, and you still haven't completely forgiven yourself for what happened. I know that you want to follow Batman's example, but this is pretty extreme, even for you."

Rainbow didn't even glance in her direction as she continued to loosen up.

Fluttershy continued. "What happened to Joker wasn't your fault. I've said this to you a thousand times, Rainbow. You don't have to do this."

"I'm not completely sure either, Rainbow Dash." Scootaloo admitted.

Now Rainbow stopped what she was doing and simply stood there, facing away from Scootaloo and Fluttershy.

"Don't get me wrong; I think it's really noble and really cool, what you want to do. But, what if you get hurt? What if something happens to you?" Scootaloo asked.

Rainbow turned to Scootaloo and grinned. "It's me, remember?"

It had been one year and eight months since they returned home. Rainbow still couldn't get the thoughts out of her head. She still couldn't forgive herself for not saving Joker. At first, she had tried to avoid speaking her feelings to the psychologists at the hospital, but she eventually caved. They told her that she needed to do something for herself to begin her healing process.

She had this little idea in her head ever since the Mare-Do-Well incident. Seeing Batman in Arkham City was just another piece of motivation for her. Right after she had come back from the Wonderbolts Academy, she decided once and for all that she was going to do this.

She had found this cave in the mountain on the eastern side of Equestria. It was hidden directly behind a waterfall. It was large enough to hold a dragon. She had shown her discovery to all her friends, and Twilight said that it could've been the home to a dragon in ancient Equestria. The waterfall provided the perfect cover. No dragons would be coming back any time soon.

Rainbow walked over to the set of monitors on the side of their cave. They showed her every corner of Ponyville. Mr. Freeze still had his scientific mind, so she asked if he could modify the computers to do what she required of them. He seemed to know exactly what to do and how to do what she needed. They had failed to return the computers to Batman back in Arkham City, which made Rainbow feel guilty. She decided that if she ever did get a chance to return to that world, she would give them all back. Until then, she figured she could have some use for them.

Rainbow stared at the small circle of screens for another moment before she heard hoof steps echoing from behind her. She turned around and saw Rarity walking toward her, levitating a black box with her.

Rainbow quickly trotted over to her. "Is it ready?"

Rarity nodded. "Yes, I believe it is."

Rainbow opened the box and looked inside. She paused for a moment before getting a wide grin across her face. "Awesome."

"Now Rainbow, I don't need to tell you to be extremely careful." Rarity said. "This is the most intricate piece of clothing I've ever made."

Rainbow shut the box and set a firm hoof on Rarity's shoulder. "I'll take the greatest of care, Rarity. Thank you."

Rarity smiled and Rainbow took the box into the other room. Rarity turned and walked over to Scootaloo and Fluttershy. "How are you girls doing?"

They uneasily looked at each other. "We aren't so sure about Rainbow doing this." Scootaloo said.

"I understand, dear. I'm worried about her, myself." Rarity agreed.

"I mean, I think it's really awesome, Rainbow doing something like this. But I'm just so worried that something terrible will happen to her. What if she meets somepony who's really tough and hurts her?" Scootaloo asked.

"That's always a possibility." Rarity admitted. "But remember that even Twilight agreed to help her with this. Now that she's a princess, she'll be one of the first ponies in all of Equestria to hear of trouble. She agreed to inform Rainbow Dash when something came up. I don't think she would agree to that if she didn't believe in her."

Scootaloo thought for a moment. "I guess you're right." She said. She started to chuckle. "Listen to me, I sound like I don't believe in her! Me, not believing in Rainbow Dash! Can you imagine?"

They all shared a light laugh with each other. None of them saw the figure emerge from the darkness. "Well?" Rainbow began. "How do I look?"

Rarity, Scootaloo and Fluttershy turned to look at Rainbow. Their smiles faded immediately and they all gasped in fear.

"You look... You look... T- Terrifying." Fluttershy stammered.

"It suits you well." Rarity commented.

"You look awesome, Rainbow Dash!" Scootaloo exclaimed.

They all stood there in awe at the sight of Rainbow in her new outfit. It was a dark gray suit that had black boots. She was also wearing a black cape. In her hoof, she held a black cowl mask with pointy ears.

"Thanks guys. I hope Batman doesn't mind that we borrowed his costume design." Rainbow commented.

"I don't think he will." Rarity said with a smile.

Rainbow walked toward a mirror on her left. She stopped and admired herself in the reflection. Sure it wasn't a Wonderbolts uniform, but she didn't mind in the very least. Rarity had used a magical kind of fabric on her wings that made them completely transparent. The fabric also extended her cape with every flap of her wings. She asked for this design to make herself appear as if she was floating in mid-air whenever she flapped her wings. She grinned at herself in the mirror.

Scootaloo jumped off her chair. "Oh! Oh! I almost forgot!"

She ran off to the side and reached into a container. She rustled through it a moment before she produced a thick yellow belt. She ran over to Rainbow Dash and gave it to her.

"What's this?" She asked.

"It's a utility belt! I thought you might be able to use it!" Scootaloo replied.

Rainbow admired the belt in her hooves. It had a variety of pockets and holsters all along the side. She turned it over and looked on the bottom. It had the phrase "Rainbow Dash = best sister ever!" inscribed on a tiny metal plate. Rainbow smiled and brought Scootaloo in for a hug.

Just then, one of the computers beeped. They all hurried over and looked at the screen. Rainbow swiped a hoof across the screen a few times to get the correct message up. When she found it, she expanded it and started to read.

"Manehatten, huh?" She mused. "No surprise. Manehatten's always full of problems."

"How are you going to get all the way to Manehatten that quickly?" Fluttershy asked.

"I designed the suit to make the wearer fly at least three times faster than usual." Rarity explained.

"So since it's me, I should get there in no time at all." Rainbow said.

She walked toward the cave entrance and put her cowl on. Scootaloo followed close behind. "You be careful, okay Rainbow Dash?"

Rainbow turned around and rubbed Scootaloo's head with her hoof. "Don't worry, squirt. I'll be fine." She turned to Rarity and Fluttershy. "Thanks again for the suit, Rarity. If I'm not back by three tomorrow morning, be sure to thank Twilight for me."

They nodded and Rainbow turned toward the entrance. She crouched down and prepared herself. She took a deep breath and zoomed out of the cave. The air seemed pressurized as it whipped around everypony out the entrance. Rainbow did a loop in the air before flying into the night sky toward Manehatten.


Two ponies ran down an alleyway as fast as their hooves could carry them. It was dark and raining hard, making the ground slick. They were quick but careful. One of them, a dark green unicorn, turned around and began to fire blasts of magic at the police ponies chasing them. He hit a dumpster, causing a massive amount of garbage to shoot out in front of the officers.

He chuckled as he turned around and continued running. The other pony, a dark blue Earth pony, ran ahead and knocked down a few garbage cans behind them. They ran as fast as they could to the carriage that was parked on the street. A dark purple unicorn was waiting in the carriage and waving his hooves at them.

"Come on! Come on! Hurry!" He said.

The other two ponies ran and dove into the carriage. The purple unicorn used his magic and the carriage took off as fast as a bullet down the street, leaving the police ponies in the dust.

"Did you get it?" The purple unicorn asked.

The blue Earth pony reached into his saddlebag and brought out a large hoof full of bits. "Yeah we did!" He said with a laugh.

"Aww yeah! Nice going guys!"

The carriage turned a corner and went down a darkened street. Most of the lights were turned off on this street, making this the perfect hideout. They all got out of the carriage and ran to a large box in the center of the street. The blue and green ponies began to empty their pockets. Bits, gems, and other valuables began to pour onto the box.

"Dang, that old Mr. Cottonswab was loaded!" The purple pony said.

"Not anymore!" The green pony laughed.

They all laughed together until a loud bang behind them cut them off. It wasn't thunder, it sounded like metal on metal. They all went dead silent and turned in the direction of the noise.

"What was that?" The purple pony asked.

"Probably the rest of the guys, coming back from their hit." The green pony said.

The purple pony turned to the blue pony. "Go check it out."

"Fine." The blue pony said.

He walked toward the narrow alleyway. He looked inside a moment before stepping into the darkness. The other two ponies went back to counting the loot until they heard another loud bang followed by a short scream come from the same direction.

The two ponies turned around. "Wh- What's going on?" The purple pony asked.

"I don't know..." The green pony gulped.

They slowly approached the alleyway, their horns glowing. They looked down it and saw nothing out of the ordinary. The green pony turned to the purple pony and motioned down this alleyway with his hoof. The purple pony nodded and slowly walked down the alleyway. The green pony turned right and slowly walked down another lit alleyway.

The green pony didn't get a few feet before he heard a loud bang come from in front of him. He stopped walking and stood there, shaking. Then he heard another loud bang come from behind him. He turned around quickly but saw nothing. He heard a slight whooshing in the air, followed by small pops.

He whipped around again and saw the lights above him explode one by one. He fired his magic around the lights. It did no good. Just as the light above him popped, something metal fell to the ground at his hooves. The pony slowly crouched down and picked up the small metal object. Lightning struck above the city; giving him just enough light to see that it was a bat-shaped piece of metal. He dropped it and looked around nervously. He was breathing deeply as he tried to find whatever was watching him.

At the end of the alleyway, he saw a silhouette for the briefest of seconds lit up by another bolt lightning streak across the sky. He panicked and began to fire blasts of magic at it. He stopped when he heard another loud bang right behind him. He whipped around and started to fire at the wall behind him. Nothing was there. A low rumble of thunder followed seconds later.

"WHERE ARE YOU?!" He shrieked.

He slowly backed up, eyes wide with terror as he tried to spot whatever was in the darkness.

"Here." A voice whispered in his ear.

He gasped and turned around as quick as he could, but whoever was there struck him across the back of the head. He screamed and fell, striking his jaw on the ground. He cried out in pain before he was grabbed and hoisted up into the air faster than he thought possible. He screamed loudly has he was carried higher and higher up.

Once he reached the rooftop, he was thrown against a wall. He struck the back of his head against it and crumbled to the ground. The dark figure grabbed him and lifted him up by his neck, making him hurt.

The figure held him out over the edge of the rooftop. The pony squirmed as he looked down to the streets below. He knew he wouldn't survive that fall. The figure was standing on its hind legs. Its cape was stretched out wide, making it look even more menacing. He couldn't see its face in the darkness.

"You're nothing but lowlife scum. I should drop you right now." She growled.

The green pony gagged as her grip on him tightened.

"But I won't." She said. "Instead, I want you to tell other ponies about me. Tell them all that they'll have to deal with me when I catch them."

She brought him closer to her. "When I catch them. Not if. This is my city now, not yours."

She threw him behind her. He screamed loudly and impacted the wall again, landing upside down. He saw her stand there a moment before she turned around to face the edge.

"Who... Who... are... you?" He weakly asked.

She paused for a long moment before she answered. "I am vengeance. I am the night." She turned around again to face him. "I am Batmare!"

Lightning struck overhead, followed by a deafening boom of thunder. It gave him a split-second view of her face. It was completely shrouded in a black cowl that resembled a bat. It terrified him greatly.

He cowered in fear and covered his eyes. Right beside him, he noticed his two colleagues. He opened his eyes and saw that both of them were unconscious. Beside one of them, he saw a paper bag full of the loot they had just barely stolen.

He looked back up to where she had just been. She had vanished.

Then he heard the familiar sound of police sirens get louder, but he didn't dare try to escape. He believed every word that the Batmare had just told him. So instead, he just waited for them to show up. His fate had been sealed. Even though the police were taking him to jail, he knew that they were no longer the primary law enforcement around here.

Equestria now had a new bringer of justice.