Code Red's Adventures of My Little Pony Rainbow Rocks is the sequel to Code Red's Adventures of My Little Pony Equestria Girls to be made by RedSilver56/RedSilver01 and co-directed by Ryantransformer017 and Transformersprimefan.


Approximately three days after the Fall Formal incident, Sunset is now welcomed to Canterlot High with open arms for helping save them from Flash Fire. But now three girls are thrown in the picture and have thrown the school into chaos. Secretary Thaddeus Ross sends Code Red to find out where the Negative energy is going, but Nighlock notices how much more focused on the mission Flash Fire is. Can they all save the school, or will a hidden third party succeed.


The film kicks off with General Zod, Dark Eagle, and Dark Ultron sneaking onto the Death Star, on the mission Thanos had sent them on. They sneak into the armoury, and steal the staff, which sets off an alarm. Meanwhile, Flash Fire hides in a cafe. Nighlock finds him, and Flash Fire asks how he found him, looking scared. Nighlock answers that Burton Cafe is the only cafe he has ever known, and tells him that he's late for training. Back on the Death Star, one of the generals tells Vader, Evil Trixie, Queen Chrysalis, and Diesel 10 that there has been a raid on his armoury. Back in the café, Flash Fire hears singing and sits with a girl in a hoodie and asks her if he can join her. The girl says she doesn't mind and he sits down. Flash Fire sees a gem on the girl's neck and reaches for it. Nighlock opens a portal and tells him to get a coffee and come on, the team's fighting Sentinels in the training room, which sparks Flash Fire's interest, even commenting how he loves killing evil mutant robot killers. Back at the Death Star, General Zod, Dark Eagle, and Dark Ultron fight and defeat some troopers and officers, and are confronted by Vader, Evil Trixie, Queen Chrysalis, and Diesel 10. They tell them to surrender what they stole, but Dark Eagle EMP's Vader, disabling his respirator system. The three of them escape the Death Star and present the scepter to Thanos.

Back in Canterlot Town, three girls is singing in a cafe, causing everyone to argue. When they are done, they take off their hoods, and they start arguing. Suddenly, they see the final battle against Flash Fire and witness the fight between Captain America, Magneto, Storm, Psylocke, Archangel, and Light Ultron against Dark Ultron. One of them, Adagio Dazzle, senses Equestrian Magic, but Sonata says she senses some familiar energy coming from the four mutants. Aria says the Earth has no Equestrian magic, and asks Sonata what she means. Sonata says their powers have been enhanced and she senses something ancient in their upgraded powers, as in ancient Egyptian. At mention of this, three words pop into their minds - En Sabah Nur. They hear his spirit yelling at them and cursing their names while Sea Song watches everything, having absorbed the Negative energy.

Three days later, Sunset tries to help the Crusaders, who say they're good, but thank her for her offer anyways. As she joins her friends, the students talk about good rumors, even things she knows she never did, but just let's them believe their imaginations. The girls can still pony up whenever they play, and Sunset now rites to Code Red. Nighlock always writes back, mentioning how he notices that Flash Fire keeps a pretty cool head in the heat of battle, and that he has noticed that Flash Fire can tactically locate an opponents weakness. Sunset talks to the girls, and is called away to show some new girls around the school. Back at Major Mansion, the team is in the training room, fighting their last Sentinel, which is an adapter. Flash Fire is knocked back, and gets up just in time to see it activate its fire to counter Nighlock's ice. Seeing his friend in trouble, Flash Fire sets his mind to work and has Malfunction activate the weapon hose. When the hose locks onto him, he has it follow him, until it sprays the Sentinel. With the mutant killing robot short circuited, everyone goes to relax. Nighlock tells Flash Fire about the Musical Showcase Canterlot High is having, and that the Digi-Brothers are entering as special guests. The girls beg the rest of the team to be in the showcase, and Nighlock promises he'll consider it.

Meanwhile, back at Canterlot High, the girls are having lunch and Sunset she noticed something off about them. They ask what she means, but she doesn't know, and even believes someone might've told them about what Flash Fire did. Just then the new girls burst in and perform a song that starts mesmerizing the students, making them fight. Back at Major Mansion, Nighlock hears the singing with his enhanced hearing and figures something is up. "The Dazzlings" have spread their power over the school including Principal Celestia and Vice Principal Luna. Sunset remembers a book and writes to Twilight for help. Back at Major Mansion, Thaddeus Ross and Graydon Creed show up and tell them their new mission - that The Dazzlings aren't absorbing the Negative Energy, and they think they are. Graydon specifies that someone else has been absorbing the energy, and they need to find out who. Twilight receives the letter, and the Guardians of the Galaxy arrive to help - Peter Quill (Star-Lord), Gamora, Drax the Destroyer, Rocket Racoon, and Groot. Twilight, Spike and the Guardians arrive, just as the Red Ship lands. Twilight says she has some bad news about the new girls, and Nighlock says that Code Red already knows.

After the girls fail to lift The Dazzlings' spell, Nighlock, Bucky, and Charlie White(aka Shark Fleet) confront them, addressing their hatred. Adagio says they shouldn't interfere, but Nighlock says that they should watch out for them, they're the people who threw Jafar, Iago, Maleficent, Myotismon, and Ursula into prison owned by the government. Sonata says she remembers that there was a huge fight in Washington County, but she had never heard that some of the villains getting captured. Aria says they won't be in prison for long, but Bucky says that the lamp is locked away in the Vault, where it's power dampeners render it useless, and with Jafar, Iago, and Maleficent trapped, Myotismon in a cell at the Raft, which keeps a bright light on him, making him weak, and Ursula was handed over to Namor the Submariner. Aria shudders at this, Sonata says nothing, but her mouth is wide open, and Adagio is completely horrified that their allies are trapped in prisons owned by two of the most top secret agencies. Adagio taunts them, but eventually they brush it off. However, their negative energy is absorbed by the Dazzlings, something Flash Fire notices and takes note of. But the Dazzlings soon notice that they have gained Nighlock, Bucky Barnes, and Shark Fleet's powers.

The next morning, they all qualify. The Rainbooms sing Shake your Tail, the Digi-Brothers sing Burn it Down, and the Code Red Girls sing Sweet Dreams(Are Made of These). Thomas applauds them, and Flash Fire confronts the Dazzlings. When they taunt him with his past, Nighlock, Bucky, and Shark Fleet appear, weapons drawn. Adagio manages to counter by turning her hand into rock and punching Nighlock in the jaw. Surprised by this, they fight outside the school. Aria almost kills Bucky, by throwing him into a car that she took out of park. He is saved by Archangel, who splits the car in half and together they defeat Aria. Sonata is fighting against Shark Fleet, and his shark abilities, assassin training, and superhuman strength prove more superior. Meanwhile, Adagio fights against Nighlock, who uses his scanners to learn he fight patterns. The two girls are eventually defeated, while Adagio is having a hard time. Nighlock eventually gains the upper hand, and as he strikes the final blows, he insults her with names.

In the semi-finals, Rainbow nearly exposes the plan, but Flash Fire intervenes. Then they berate him, saying that he didn't help at all, which angers Nighlock. For saying that, he punches her in the shoulder, saying that he did more than they could have done. He tells them that in some situations, you've gotta act without thinking. Code Red, Flash Fire, even Sunset leave the girls feeling ashamed to call them friends. Meanwhile, Sea Song is hiding in the shadows. She muses to herself on how the Dazzlings lost the ability to absorb magic negative energy and how she has been using it for herself.

Later that day, Code Red, minus Flash Fire, Bucky Barnes, Archangel, and Malfunction, and Sunset, go to the Rainbooms, only to join them in getting trapped by a jealous Trixie. Just as The Dazzlings muse over this, Sea Song makes her move, and throws them down the trapdoor as well, telling them that they were never absorbing the magic. She reveals she can also change into anything organic and Cybertronian, shapeshifting into the Dazzlings so she doesn't arouse suspicion. However The Dazzlings realize they are trapped in a room of the school.

Back at the team's hotel, Bucky and Malfunction are talking, while Flash goes over the notes he took while on the whole mission and finally notices something. He whistles to get their attention, and reminds them about the primary objective of the mission - find out where the negative energy is going. He tells them that since The Dazzlings live in a world of superhumans, their pendants have apparently developed minds of their own, and now depend on the negative energy of superhumans. Realizing that the team is in serious danger, they go to see if they are at the school and find the Dazzlings trapped.

Meanwhile, the girls have started arguing, allowing them let Sea Song absorb their energy. Sunset finally calms them down and when Malfunction, Bucky, Flash, and The Dazzlings come to the rescue, Air Strike asks what they should do. Nighlock say to use his head, which is his way of saying they're going to ram down the door with him as the battering ram. They are released by Bucky and Groot, who push the door open, and they all trip over Aria, who asks why me?. Nighlock looks at Flash Fire, and says he's proud to have him on the team.

Meanwhile, on the stage, Sea Song is mesmerizing the students as The Dazzlings. She transforms into her half pony form with Siren wings, while the others watch from above, ready to save the world in style. Adagio is shocked that she let herself believe that they were absorbing the negative energy. DJ-Pon3 arrives and turns her car into a stage and the others play their song over Sea Song's. Sea Song activates her Cybertronian Siren form in holograph form, and easily overwhelms them. Flash Fire joins in and turns into a half Cybertronian, and they all project a giant white Alicorn, the Raven Force in Ultimate form, and a giant Siren, and destroy her pendant. She swears revenge and leaves. Afterwards, General Maximoff arrives and makes Flash Fire Head Protector of Canterlot High, due to his tactical abilities. She even allows The Dazzlings to stay at Canterlot High as long as they want, but as soon as they leave, they get a 5 minute head start. Sonata says to make it more challenging, and she changes it to 4 minutes and 50 seconds. Nighlock then gives Sunset a Code Red ID card, making her a member of the team. The Digi-Brothers play Live to Rise as a celebration song.

After Twilight and Spike go back to Equestria, the Dazzlings get set up for their true first day of school, while Code Red goes back to Major Mansion, with Flash Fire, who says he still has training to do. The Rainbooms play Shine Like Rainbows. In a mid credits scene, Earth's Twilight is seen studying the magic going on at Canterlot High. In a post credits scene, Senator Kelly is sitting in the kitchen waiting for Nighlock, and tells him about Project Suicide Squad.



  • Better than Ever
  • Battle of the Bands
  • I want you Back
  • Shake your Tail
  • Sweet Dreams(Are Made of This)
  • Burn it Down
  • Under Our Spell
  • Awesome As I Wanna Be
  • Welcome to the Show
  • Live to Rise
  • Shine Like Rainbows
  • Dig it


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