Shadow grunted as he got up and glanced around. What happened? He wondered as he stared at his surroundings with a frown that was almost permanently on his face. He rubbed his head trying to remember why and how he got in this dense forest, the sun not even noticeable through the trees.

He hmphed as he got up, to his great surprise he couldn't stand on his two back feet, well without falling. What's going...what the hell? He wondered aloud as he stared at two hooves connected to his legs, which were now much wider and longer, but were the same black and red color. He turned to stare at the rest of himself and couldn't believe what he saw.

"I'm a horse! Or a pony..." he shook his head trying to figure out how this happened, but nothing came up in his mind. He didn't even know how he got to this forest. Damn it. He thought I must have amnesia again.

His ear twitched as he heard a scream. It was a young girl screaming and why he didn't know, but remembering his promise to Maria, pony or not he took off towards the scream, galloping faster than the average pony. The scream came again and he smashed through a rather large bush to find a large manticore charging at a little pony.

Ignoring the fact that ponies shouldn't be able to talk, and that manticore's don't exist he put himself in front of the pony, glaring darkly at the manticore. Who had stopped and stared at the strange new animal. It licked its lips and charged, claws out ready to slash Shadow from limb to limb, but to its great surprise it was hit hard in the face and flung twenty feet through the forest, smashing through trees and bushes till it finally stopped, embedded in a tree.

"Hmph." Shadow said as he walked back towards the young pony. "You alright little one?" He watched as she looked up her purple and pink hair falling over her face, wet what from what he was guessing was sweat.

With a sniffle the young pony said "I'm ok now..." then she ran and shoved her head into Shadows chest, attempting to wrap her arms around him, but he was too big, so she settled with shoving her head into his white furry chest. "I don't know where Scootaloo and Applebloom are! Can we go and find them?" The little filly stared up at him with overly large eyes.

Shadow just nodded and followed her as she ran through the forest shouting out her friend's names. When a rainbow colored streak of light zipped past them.

"What the?" Shadow muttered, surprised by this rainbow beam, even more surprised as it turned around coming straight for them. Shadow quickly went in front of the little filly, glaring down the rainbow beam. It stopped right in front of them, and out came a Rainbow Pegasus.

"Sweetie Belle!" the rainbow pony trotted around Shadow and gave the little filly an exasperated look. "Geez, what are you doing out here? You're lucky Applebloom and Scootaloo came out and got us."

Immediately after she had asked that 5 more ponies came in through the trees. One of them, a white unicorn with a purple mane and tail ran up and hugged the little filly. The others stared at him. Wait where did that pink pony go to? Shadow wondered. Hmm maybe they have a chaos emerald here.

"Hiii there new pony my names Pinkie Pie!" Shadow glanced up in surprise to find the pink pony smiling at him, standing on his back. "Your new! And that…" She gasped and disappeared into a large cloud of dust.

Shadow shook his head as he patted himself down looking for the chaos emerald he usually kept on him. While he patted himself down, he kept an eye on the ponies. "Excuse me darling." Shadow turned towards the voice to meet the white unicorn's eyes, her dazzling smile and eyes catching his attention, but not doing much more than that. "I want to thank you for saving my sister, I was very worried about her." She wrapped her arms around him and hugged Shadow tightly, then nuzzled his white chest fur. Shadow gently pushed her away, his eyes telling her not to ever do that again.

"My names Rarity." Rarity said, smiling at him.

"Names Applejack, nice to meet you." Applejack held a hoof to shake, but was very surprised when Shadow just ignored her and Twilight as she introduced herself. He just continued to trot away, trying to think out how he had gotten here, when the rainbow pony landed in front of him and blocked his view.

"It's not nice to ignore ponies!" She growled at him, giving him a glare. "Now turn back around and-" Shadow cut her off by jumping over her.

"Their not my problem." With that he pulled out his chaos emerald, which he had found in the back of fur coat. "Chaos CONTROL" with that he teleported out.

AUTHORS NOTES: well it seems a bit rushed to me… :/. What do you guys think? Review! This is my first Sonic fanfict, and my first crossover yay!