No Changelings in this story and this starts at the start of the Canterlot wedding!

In Canterlot Princess Celestia was helping oversee preparations for the wedding of her captain of the Canterlot Guards Shining Armor and her niece Cadence.

As the preparations were being sent Total Vane a Pegasus who was the head weather pony for Canterlot began sneaking away to a nearby forest where he met Gilda the Griffon.

"Is everything set?" asked Gilda.

Vane nodded and said "I could get in a lot of trouble if Princess Celestia finds out what we are doing!"

"Don't worry" laughed Gilda "it will all be worth it in the end!"

Vane then went back to what he was doing as Gilda then flew away. She then flew over the forest until she swooped down and entered which seemed to be an empty shed. She loosened up the floorboards until a door was revealed. She opened it up and went down to a secret lair which looked really high tech.

She went up to the back of a chair which had a logo on it. The logo was of a red circle and side was a red skull with tentacles.
"Is everything else set mein apprentice?" asked a voice with a german accent.

Gilda nodded and said "everything is as going as planned!"

The chair rotated and showed a human with a black leather uniform and had a bald head which looked like a red skull. He was the man known as the Red Skull.

"When my plan succeeds I will deliver what that so called fuehrer promised but never delivered" said the man "a 1000 year Reich ruled by those superior than the others!"
Red Skull and Gilda then laughed and then raised their fists into the air shouting "HEIL HYDRA!"

The first 10 seconds of the theme of My Little Pony: Friendship is Magic is playing.

MY LITTLE PONY

To be replaced by Avengers theme by Alan Silvestri.

AVENGERS ASSEMBLE!

In Ponyville the Mane 6 were having a picnic when Spike came up to them and then burped up a letter.

Twilight used her magic to open it and read out:

Dear Twilight and Friends

We are holding a special event at the Canterlot Castle and we would like you all to help with the event.

Fluttershy I would like you to set up a bird choir

Rarity I would like you to design some dresses for the occasion

Pinkie Pie I think you are best suited to organising the reception party

Applejack I would like to put you in charge of the treats

Rainbow Dash I would like to make a Sonic Rainboom at the conclusion of the event

And Twilight I want to give you the most important job of all: organising the event and making sure everything goes according to plan

Yours sincerely

Princess Celestia

While the other 5 ponies were being excited for their roles Twilight was wondering what kind of event they were hosting.

Soon they got to Canterlot by carriage. They were greeted by Princess Celestia.

"Princess may I ask, what the occasion is?" asked Twilight.

"That is not for me to tell you" said Princess Celestia "it is for them to tell!"

"Who..." Twilight asked as she was ambushed by the captain of the guards Shining Armor and Princess Cadence.

"Twiley!" Shining Armor said.

"Shiny! Cadence!" said Twilight excitedly.

"Who are you?" Applejack asked.

"That's Shining Armor Twilight's brother and her old foalsitter Cadence!" explained Spike.

Once Twilight got up she and Cadence did their old handshake and dance of "Sunshine, sunshine, ladybugs awake, clap your hooves and do a little shake!"

After laughing Twilight asked "so what is the occasion?"

"Well this is the preparations for...our wedding" Shining Armor said.

"WHAT?" Twilight asked shocked while her friends were congratulating her on her brother's wedding.

Then Twilight went and hugged them and asked "why didn't you just send an invitation?"

"Well I wanted to explain it to you myself so that I can ask you to be the best mare!" Shining Armor said "so will you do it?"
Twilight then got excited and started running around in circles shouting yes several times before Cadence managed to calm her down.

Then they began the preparations. 3 days later Twilight was outside talking with Princess Celestia and Luna.

Up in the sky in the cloud Vane was having the weather ponies hook up some HYDRA equipment to the clouds for the wedding. They were powered by leftover Tesseract energy from when Red Skull was using its power during earth's World War II. The Red Skull no longer had the Tesseract itself but still had enough of its energy leftover for his plans.

One of the ponies got careless and a blast form one of the machines got out and then landed on Celestia and Luna's horn causing them to shoot a blast at Twilight.

Princess Celestia then worriedly helped Twilight up and made sure she was alright.

"What happened just there?" Princess Celestia asked looking up.
"Sorry your majesty just a stray lightning bolt, a little accident" Vane responded with a fake smile which seemed to fool the princess.

As Celestia's attention was turned Vane gave the unfortunate pony a quiet verbal scolding about being careful.
Soon the night of the wedding came. Outside of Canterlot castle the last minute preparations were being sent.

Twilight's parents were talking to Shining Armor. During this time they got to spend time with Twilight since they got to spend time with Twilight since she moved to Ponyville.

They saw Twilight talking to Soarin of the Wonderbolts who was in uniform as they were to put on a short display along with Dash's Sonic Rainboom when the couple had their 1st married kiss.

"May I have the honour of having the 1st dance with you in the reception party?" asked Soarin bowing.

Twilight blushed and nodded. Twilight's parents were looking at this. Twilight's mother looked excited while Shining and Twilight's father were glaring at Soarin's direction.

"I'll teach him a lesson about flirting with my daughter" Mr Sparkle snarled as he was stopped by his wife before he could take a step towards them.

"Dear Twilight's a big pony, she doesn't need you to be overprotective of her" Twilight's mum said and then made both her husband and son promise not to try anything with Soarin or any other colt that they see flirting with Twilight.

Soon the wedding night came which was taking place outside and following the flower girls Applebloom, Sweetie Belle and Scootaloo Cadence walked down the aisle.

Soon the couples were making their vows. Vane then gave a nod to the clouds signalling the weather ponies. They then started up the Hydra equipment in the clouds. Rainbow Dash flew up and performed the Sonic Rainboom as the married couple had their kiss.

The Rainbow then reacted with the Tesseract powered equipment in the clouds. All of the ponies noticed the strange weather and ran to the saftey of the Canterlot Castle.

Vane smirked to himself as he entered and whispered "heil HYDRA!"

Twilight wasn't able to run fast enough as a giant portal opened and she was close enough to be sucked up by this.

"TWILIGHT!" shouted her friends, Shining Armor, Cadence, her parents and Princess Celestia once they saw this.

"HELP!" Twilight shouted as she was being pulled in the vortex destroying her bridesmaid outfit.

"I'll save her!" Soarin shouted watching what was going on and flew into the vortex. The Wonderbolts were not just the royal acrobatic team of Equestria but a special rescue force in emergencies.

Soarin managed to grab Twilight but wasn't able to pull her out as they were both sucked into the vortex as Soarin's fellow Wonderbolts, Twilight's friends and family look on in shock and horror.

Twilight and Soarin were out for who knows how long.

"Where did you find these strange creatures Agent Coulson?" they heard a deep voice say.

"We found them outside on a field knocked out" they heard another voice say.

Twilight and Soarin then woke up to see they were in separate hospital beds in a hi tech place. They looked on to see 2 creatures they saw as humans, long thought to be mythical creatures to the ponies of Equestria.

One was a black man with a bald head, a goatee, an eye patch on his left eye and he was dressed in dark black clothes with a dark black coat. The other one was dressed in a suit and had brown hair.

"Where are we?" asked Soarin and he then noticed he didn't have his Wonderbolts uniform on.

"Looks like they speak" said the man in a suit "can you please introduce yourself 1st?"

"Well I'm Twilight Sparkle" Twilight said unsure they could trust these humans.

"And I'm Soarin" Soarin said.

"Well this here is Agent Coulson" the black man said "and I am Nick Fury director of SHIELD and you are in the Helicarrier!"

Last chapter: at the Royal Wedding Twilight Sparkle and Soarin are sent through a wormhole in a plot by the infamous Red Skull whose minions include Rainbow Dash's former friend Gilda the Griffon and Total Vane the head weather pony of Canterlot. Twilight and Soarin end up in the custody of SHIELD and meet the group's director Nick Fury and Agent Coulson

2 days later the Red Skull was drinking some cider in his secret HYDRA lair with his minion including Gilda and Total Vane to celebrate the success at the wedding. Few minutes after Twilight and Soarin were pulled into it the wormhole had been closed.

"I hate to ask but what was the purpose of that lightning show you had us pull at the Wedding?" asked a weather pony.

"Foolish horse" Red Skull sneered "That was an experiment to see if I could create a portal to get back to my home on planet Earth so we can return there to conquer it after we are finished taking over Equestria!"

"But how about Princess Celestia and those Elements of Harmony?" asked another weather pony.

"All 6 Elements have to be united for the Elements to work and Sparkle was sent through that wormhole" Gilda said laughing "as for Celestia, we have a way of dealing with her!"

"That we do mein apprentice" grinned Red Skull "that we do..."

Red Skull then turned to Vane and asked "the equipment placed in the clouds?"

"All removed sir" said Vane "thought it left Tesseract energy were unable to remove!"

"No worries" Red Skull said "no way for it to be traced back to us!"

Red Skull and Gilda then tipped their glasses of cider and said "Hail HYDRA!"

This provoked the HYDRA soldiers (in pony version of the black uniforms the old HYDRA sported during World War II) to salute and continuously chant "Hail HYDRA!" while Red Skull, Gilda and Vane all shared an evil laugh.

In Canterlot Castle the Wonderbolts, Spike, the rest of the Mane 6, Shining Armor, Cadence and Twilight's parents were all trying to help eachother cope.

"Soarin was one of our best and a good friend" Spitfire said sadly.

Twilight's friends were still affected by their friend's loss to say anything.

"Twilight...our daughter!" cried Mrs Sparkle as she was held by her husband trying to comfort her while trying to hold back his own tears.

"My little sis...my LSBFF" Shining Armor said barely holding himself together while hugging his equally upset wife.

"Sister what happened with the clouds that night?" asked Princess Luna facing her older sister.

"Total Vane said it was just a glitch from the clouds..." Princess Celestia started.

Rainbow Dash managed to snap out of her stupor and said "WHAT? There was no way a mere glitch in a cloud! Have the clouds been acting up lately?"

Princess Celestia looked thoughtful and said "come to think of it...days ago the clouds zapped mine and Luna's horn at the same time! When I asked Total Vane about it he said it was an accident."

"Okay 2 cloud accidents in a few days?" asked Dash "that cannot be a coincidence! Something's up here!"

"Perhaps I should question Total Vane more about what happened" said Princess Celestia thoughtfully.

"Total Vane" Rainbow Dash snarled "I have a cousin who works here in Canterlot as a weather pony and he tells me Vane is quite possibly the most brash, arrogant, egotistical Pegasus you'll ever meet!"

"I doubt that" muttered Rarity while Dash glared at her. Princess Celestia decided to further question Vane about what had happened while Twilight's friends, the Wonderbolts, Twilight's parents, Shining Armor and Cadence managed to get out of their stupor enough to decide to do what they can to help find Twilight and Soarin.

Meanwhile in Earth inside the SHIELD Carrier Twilight and Soarin were in the beds they were in before. Agent Coulson was watching them while Twilight was eating a daisy sandwhich and Soarin was eating an apple pie, Coulson looked annoyed having to play pet sitter. Then Nick Fury entered.

"So agents Coulson how are our little guests?" Fury asked.

"Well it seems Ms Sparkle here can do magic apparently" Coulson said showing Fury Twilight using the magic in her horn to float the sandwhich she was eating "when we asked if they were hungry Ms Sparkle wanted a daisy sandwhich and Mr Soaring wanted an apple pie. So we sent an agent out to the ground to pick flowers while another went down to the bakery to buy an apple pie, needless to say they weren't happy and told me that was now what they signed up for when they agreed to work as agents for a secret government agency!"

Fury looked amused by that statement, then entered a man with black hair and a black moustache.

"I was wondering if you were having any progress with questioning Loki..." the man started before he saw Twilight and Soarin.

"Brightly coloured horses" the man said.

"Hey I'm a unicorn pony while he's a Pegasus pony" Twilight said to the man.

"Talking magical ponies" said the man "Fury was this group of the superhumans not weird enough for you so you added talking ponies?"

"Stark these ponies were found by our men and we are keeping them here until we find out where to sent them" Fury said to the man called Stark.

"What group?" Twilight asked "and who's this Loki?"

"let me tell you this talking pony: Loki is a demigod we got imprisoned and we are trying to question him to find this cube called the Tesseract and if we don't the world is doomed" Stark said and Fury and Coulson glared at him, not liking the information he just gave away.

"Soarin" Twilight said facing Soarin "it maybe a while before we can find a way to get back to Equestria and these humans sound like they may need help!"

Soarin nodded understanding what Twilight was implying.

"well I guess we need all the help we can get!" Fury said.

"Great the circus is complete" muttered Stark.

"Stark show Ms Sparkle and Mr Soarin to the others" said Fury as he and Coulson left. Twilight and Soarin then left the room and followed Stark to a room at a table.

Seated was a red headed woman in a black jumpsuit, a man with long yellow hair and a goatee with armour and a red cape, a man with glasses, brown hair and a purple shirt and a man in a blue, red and white patterned armour with a silver star on it.

"Guys guessed who joined our group of circus freaks" said Stark and everyone turned their heads to Twilight and Soarin.

Just to tell you Red Skull will be the main villain on the Equestria side of the story and ultimately the entire story and Loki will be the villain on the Earth side...at least until we are done with the events of the Avengers movie!

Note: since it is not said in the movie I am going to say here Loki's imprisonment in SHIELD custody was for a few days.

Last chapter: the Red Skull and his minions celebrated their victory, Princess Celestia. The Wonderbolts and Twilight's friends and family discusses what to do about what had happened at the wedding and Twilight and Soarin are introduced to a man called Stark and has led them to meet other people involved in a mission to save the world from a villain called Loki who SHIELD has imprisoned in the Hellicarrier

"Okay let's get to the introductions" said Stark and then walked up to the purple shirted man in glasses.

"This here is Dr Bruce Banner, a science nerd who can turn into a green other guy when he's angry" Stark said pointing to Bruce Banner who shook his head. Stark then pointed to the man in the blue, red and white armour.

"This here is Steve Rogers or Captain America, 70 years ago he was a volunteer in an experiment, became a super soldier during our Earth's 1st World War, got frozen for 70 years and has recently been found and thawed!" said Stark and Steve glared at him. Stark then went to the redhead woman.

"This is Natasha Romanov also known as the Black Widow, SHIELD agent and once infiltrated my company as an assistant" Stark said and Natasha glared at him. He then pointed to the man with the armour and red cape.

"And this is Thor god of Thunder and the brother of Loki the guy we got locked up" said Stark. Thor was too busy looking at Twilight and Soarin to even glare at Stark.

Stark then pointed to himself and said "and I'm Tony Stark, billionaire, philanthropist, scientist, owner of Stark Enterprises, SHIELD consultant and Iron Man!"

"Well my name's Twilight Sparkle and this is Soarin of the Wonderbolts" said Twilight introducing herself and Soarin.

Thor then got up from his chair and walked closer to Twilight and Soarin.

"You are Equestrians aren't you?" asked Thor while Twilight and Soarin nodded and then both gasped in shock.

"How do you know?" asked Soarin.

"My father Odin king of the Asgards discovered upon Equestria when he explored the Nine Reams of the World Tree" Thor explained.

"Nine Realms? World Tree" asked Twilight "but those are just mere myths!"

"I assure you they are as real as you and me" Thor said shaking his head "my father once told me the story of when he went into Equestria and met your Princess Celestia and Princess Luna during the reign of Discord."

"I'm sure it's a good story but we kind of have a mission!" said Tony.

Seeing the faces of Twilight and Soarin which showed they wanted him to continue and ignoring Tony's protests Thor told of the tale:

Flashback

Celestia and Luna are bowing before Odin with his beard, his one eye (the other one he gave to be allowed to drink from a fountain of wisdom) and his spear Gungnir.

"Odin All-Father" said Celestia bowing "us allicorns are powerful but we cannot stand a chance against Discord if we stood up to him, please help me and my sister find something which will make it possible to take him down and free Equestria from Discord's tyranny!"

"Luna and Celestia I can tell you are trustworthy" said Odin "and from my personal vault I give you these relics:"

He then presented them with 5 golden necklaces each with a different coloured stone and a golden tiara with a purple star gem.

"These represent the powers of kindness, generosity, loyalty, honesty, laughter and magic" said Odin "with these power you will be able to turn the Discord creature into stone freeing your land from his tyranny!"

Later Celestia and Luna returned to Odin with the relics.

"Thank you for allowing us to use these relics Odin" said Luna "thanks to them Discord is now stone and Equestria is safe from his tyranny!"

"We now return you the relics you have allowed us to borrow." Said Celestia.

"Keep them" said Odin smiling "you may need them again if Discord manages to free himself or another threat comes to your land, consider them gifts from Asgard!"

Holding Gungnir Odin then departed back to Asgard.

End Flashback

"Wow so the Elements of Harmony came from your father" said Twilight excitedly.

"Well your princesses called them that but yes my father gave them the relics" said Thor nodding "want to hear more stories?"

Twilight and Soarin both nodded enthusiastically.

"okay I mean we got a demigod imprisoned, an artefact we need to find and the fate of the world on our shoulders" said Tony "it's not like we have anything better to do than tell stories!"

As this was happening in another part of the Hellicarrier. In a glass chamber in the middle of the room with the ground connected to a hole to the outside of the Hellicarrier was a man with long hair, black and green armour with a yellow band around his neck and a green cape. This was Loki adopted son of Odin, adopted brother of Thor, birth son of the late king of the Frost Giants Laufey and the god of mischief and lies.

He was thinking about his so called brother Thor and how he spent all his life trying to prove to he called his father he was just as good as him. It angered him and his thoughts shifted to somewhere else.

"Soon I will be able to escape" thought Loki "and then I will be able to use the Tesseract to open up a portal allowing the Chentauri race to come to earth allowing me to conquer this puny planet as king!"

He then chuckled at the thought. When his plan comes to fruition not even his so called brother could stop him.

The next day in Equestria Total Vane and the weather ponies involved in Hydra were working on the clouds when Princess Celestia, Shining Armor and a group of Canterlot Guards came up to them.

"Can I speak with you for a minute Total Vane?" asked Princess Celestia.

"Sure thing your highness" said Vane as he floated back down.

"I want to ask more about the weather storm that hit during the wedding" Princess Celestia said "was it really an accident caused by a glitch!"

"Of course your highest, we are still trying to figure out what caused the glitch" Vane said in a well rehearsed story.

Then the Pegasus guards flown up and inspected the clouds.

"Princess Celestia" said one of them "these clouds are showing signs of some strange energy not found in clouds."

One of the weather ponies was nervous and thinking the jig was finally up shouted "Alright! It was no accident! We caused that incident at the wedding! Vane had us do it for our secret plan!"

"Thanks a lot you blabber mouth" shouted Vane furiously looking up to the nervous Pegasus "when our boss hears about your blabbing of our plans..."

Vane then realised he just confirmed it was no accident and he was responsible for this. Nervous and sporting a fake smile on his face he turned his attention to the princess and the guards. The guards looked serious; Princess Celestia wore her rare angry face and Shining Armor.

"Total Vane as of this moment you are removed as head weather pony and herby fired from the Canterlot weather patrol" said Princess Celestia trying to hold back just how angry she was actually feeling.

Shining Armor however was making no attempt to hide how furious he was.

"YOU!" Shining Armor shouted furiously "Thanks to you my little sister is probably alone and frightened in a world she knows nothing about! You are hereby under arrest..."

One of the weather ponies then sent a stray lightning bolt to the ground causing Celestia and the guards to jump. This caused the distraction Vane and the weather ponies needed to fly away and escape.

When they realised just what happened the Pegasus guards then flew after them.

After 10 minutes of chase Vane and the weather ponies managed to lose the guards. They then swooped down to large forest Gilda had entered before the wedding.

They walked until they came across the shed. Making sure nopony was looking they entered. Vane then opened up the floorboards and then entered the passageway to the secret headquarters of Hydra. They entered to see Red Skull sitting on his chair with Gilda by his side.

"Sorry to disturb you my fuehrer" said Vane as Red Skull commanded his minions to call him fuehrer (he thought he was more deserving of that title than his former boss Hitler) "but Princess Celestia knows I was responsible for causing that storm!"

"WHAT?" asked Red Skull getting up "how does she know?"

Vane then angrily pointed to the nervous Pegasus who had blabbed "this idiot blabbed to the Princess and the captain of the royal guards whose sister was sent through that wormhole we made and we were able to escape before we got arrested!"

Red Skull then angrily took from a table a gun powered by the leftover energy of the Tesseract. He then blasted the nervous Pegasus with the gun beaming out blue energy which totally destroyed the poor pony.

"Let this be a lesson to those who fail me" said Red Skull to the Hydra agents.

He then faced Vane and said "I will not punish you for that idiot's failure, it would be best if you stay here until I say otherwise!"

Vane then nodded.

"Now that Celestia knows that there was a plan in that storm we must move up our plans" Red Skull said facing his army "soon we will be ready and with our weapons and power we will be able to destroy the princesses and conquer Equestria!"

It has been at least a month since I seen the movie so I can't remember everything that happened. So for the scenes for the movie I am incorporating in the story I got from reading spoilers on the internet. Also I am purposely changing some details.

Last chapter: Twilight and Soarin are introduced to the rest of the team, Thor tells Twilight and Soarin the story of when his father Odin gave the Elements of Harmony to Princess Celestia and Princess Luna to fight Discord and Total Vane is revealed to Princess Celestia as the one responsible for the storm at the wedding.

As the chase with the Canterlot Guards and the Pegasus ponies was going on in the room with the table (which shall be known as the debriefing room) Tony was working on something with a digital device.

"What are you doing Mr Stark?" Twilight asked.

"If you must know Midnight..." Tony started.

"TWILIGHT!" Twilight shouted and Soarin managed to calm her down.

"Whatever" said Tony "I am hacking into SHIELD mainframe! Soon we will be able to learn whatever secret Fury and SHIELD are keeping from us."

"What makes you sure they are keeping secrets from us?" asked Steve.

"Come on Nick Fury is the super spy" said Tony "even his secrets have secrets!"

Soon from the device a hologram came up from it. A digital voice said "hacking complete Mr Stark. Accessioning SHIELD project Phase 2"

"WOW!" said Twilight and Soarin together looking amazed.

"Thank you JARVIS" said Tony. Then the hologram showed schematics for different weapons.

"So it seems SHIELD when they had it in their possession was using the Tesseract to create super powered weapons" said Tony.

"yes we have" said Fury walking into the room.

"still using the Tesseract to create dangerous weapons?" asked Steve "looks like the world hasn't changed at all!"

"Look when the discovery of the demigods when Thor came to earth we realized we are not alone in the universe" said Fury "we are hopelessly outgunned against other races to a point where it's not even laughable, we need to be able to defend our planet in case of an invasion!"

"that is stupid" said Thor "with that much power under your hands you will attract unwanted attention from evil forces across the universe!"

"He's right" thought Twilight "I don't know much about this Tesseract but it sound dangerous, I would hate to think what would happen if Discord escaped and managed to get his hands on it!"

As this was happening a bunch of SHIELD soldiers outside were managing to sneak up onto the Hellicarrier. They were being led by a man with brown hair, sunglasses, his uniform was black and had no sleeveless and he had a bow and several arrows. This was Black Widow's partner Clinton Barton aka Hawkeye who along with the SHIELD agents were brainwashed by Loki.

Before they entered Clint shot an arrow at one of the engines blowing it up.

"What just happened?" asked Twilight as Soarin helped her up. Everyone began splitting up to see what they can do. Twilight also saw Steve took a large circular shield which had a blue circle with a white star on it and white and red circles around it.

As they exited the debriefing room Twilight and Soarin saw Bruce and it looked like he was stressed and looked like he was trying to hold something in. He then turned into a giant musical green monster. He had became the Hulk.

"What is that thing!" asked Soarin as he and Twilight looked at the Hulk in shock.

Twilight then saw the Hulk chasing after Natasha. She then went in front of him trying to stop him but he easily swatted her away saying "puny pony not worth Hulk's time!"

Soarin then helped Twilight up as Hulk chased after Natasha. Twilight was going to go after him when Fury said "leave them be, Natasha can take care of herself!"

Hulk is still chasing after Black Widow but then Thor attacks him with his hammer Mjolner his Hammer. Hulk and Thor then start fighting an equally match fight.

Outside the Hellicarrier Steve and Tony were working on the damaged engine. Tony asked "what does it look like?"

Steve opened it up to show an amazingly high teach panel. "Well it seems to run on some form of electricity" Steve said sarcastically.

Tony looked at him and said "well you're not wrong there!"

When they got to the hull of the Hellicarrier Hulk was about to strike Thor again when he saw one of the outside SHIELD agent shoot at him. He then turned around and jumped out of the window plummeting to the ground.

Twilight, Soarin and Thor entered the command centre where Loki was being stored and saw Clint enter and attempting to use the computer to release Thor.

"He's a traitor or a spy" said Soarin seeing he was wearing a SHIELD uniform.

"No Soarin" said Thor "my brother has him under mind control!"

As the cell was opening Loki then duplicated himself and Thor charged at one of the doubles but they were just illusions as Thor rushed into the cell and Loki went out and had the cell door closed.

"When are you not going to fall for that?" asked Loki smiling at the one he called his brother all his life.

Natasha then enters and then faces off with her brainwashed partner. Twilight then charged and sent a magical blast at Loki.

Loki then gets up and then summons his Tesseract powered sceptre and his golden helmet with very long horns from the display SHIELD was keeping them.

"So these pitiful creatures have managed to bring forth you Equestrians" said Loki smirking "stay out of my way and there may be places for you 2 in my royal court once I conquer this planet as king!"

Soarin then went up beside Twilight and the two did nothing to respond but glare at Loki. Then enters Agent Coulson with a prototype Phase 2 weapon.

"What is that weapon supposed to do?" asked Loki.

"...I have no idea" admitted Coulson.

Loki blasts Coulson with the sceptre but Soarin flew up and picked up Coulson and dropped him down to saftey as Twilight swooped in and intercepted the blast with her horn which made her feel weird for a second.

Natasha relucantly fights Clint as he manages to throw off the mind control. Coulson then gets up, picks up the Phase 2 weapon and shoots it at Loki causing him to fall to the ground.

"So that's what it does?" Coulson said smiling.

"I don't have time for this!" said Loki as he gets up and picks up his sceptre again. He then pushes a button causing the glass cell with Thor in it to drop to the ground.

"Don't worry" said Coulson as Soarin and Twilight managed to help him up "Thor is not a demigod for nothing!"

Indeed Coulson was correct as just before the cell hits the ground Thor uses Mjolner to break the glass open releasing him free and leap to freedom.

Outside the Hellicarrier Tony and Steve manages to fix the broken engine and then get in to deal with the remaining mind control SHIELD agents.

In the debriefing room Fury was talking to Coulson, Steve, Tony, Twilight, Soarin, Natasha and Clint.

"Our medics say Agent Coulson suffered no fatal injuries" said Fury "Ms Sparkle, Mr Soarin it seems you saved his life!"

Twilight and Soarin smiled feeling sense of pride and Coulson gave them a grateful smile.

"Mr Coulson when I was dealing with the brainwashed agents your locker door kind of broke and I found these in there" said Steve. He then handed Coulson some cards. Coulson looked at them. They were his Captain America's vintage trading cards only with 1 minor edit-Steve's signature.

"Thank you" said Coulson.

"Back to the Phase 2 subject" said Fury "I never wanted to use the project but we had to due to orders from my superior the so called World Security Council! I wanted to do something else if we faced a threat like Loki!"

Fury then explained "there was something called the Avenger Initiative! The idea was to recruit several gifted individuals for a team to protect the world from serious threats such as this! Will you be that team?"

Steve then put up a blue mask with eye and mouth holes and a white A on it. He along with Natasha, Clint, Twilight and Soarin nodded.

"Well to the WSC I am too immature to qualify...but screw them I'm in too!" Tony said.

"Okay so where is Loki going to go?" Tony then asked as they discussed what to do "he's a full-tilt diva, he wants flowers, he wants parades, he wants a monument built to the sky with his name plastered..."

Tony then realised something and said "Son of a &*%$£!"

On the ground Thor was getting up and from where he landed Bruce got up and saw he was naked amidst rubble and a farmer was looking at him incredulously.

"Do you have any clothes or at least really stretchy pants?" Bruce asked.

As the Hellicarrier was flying to its intended location Coulson took Soarin aside and showed him to some sort of high tech door.

"We began mending those clothes we found you in" said Coulson "and we made some modifications"

Coulson pushed a button and the door opened and Soarin's jaw practically hit the floor.

It was his Wonderbolts Uniform only connected with Phase 2 laser cannons and a targeting system connected to a high tech pair of goggles replacing his old ones.

On the top of Stark Tower (a really big high tech tower Tony had built in Manhattan, New York) Loki was having his brainwashed scientist Professor Selvig finished the newly created device powered by the Tesseract Loki had taken from a SHIELD base days before.

The Tesseract in the device began glowing and shot a beam at the sky opening up a wormhole for the Chitauri army to enter.

Loki smiled; his final victory was at hand.

Sorry I couldn't kill of Agent Coulson! I am also one of the few who question if Coulson really died in the movie!

1 of the questions I got about the Avengers movie is this: where was War Machine when the final battle was happening? In this chapter I got a short flimsy justification for that!

Last chapter: Twilight and the group discovers SHIELD had been using the Tesseract to create Phase 2 Weapons, brainwashed SHIELD agents, attacked, Bruce transforms into the Hulk, Thor ends up outside, Bruce once he recovers end up outside naked, Loki escapes but Twilight and Soarin escape before he kills Agent Coulson, Clint aka Hawkeye is freed from mind control and joins the team and Fury talks about the Avengers Initiative and Loki manages to create the device to unleash his Chitauri army.

Loki was inside Stark Tower waiting for his army to arrive. Then came flying in was a man with a red and yellow high tech full body armour and he was flying using the repulsor rays at the bottom of his metal boots. As he enters several robot arms from the building took the armour off to reveal Tony.

"You again?" asked Loki as Tony entered and poured himself a drink.

"Drink?" asked Tony but Loki shook his head.

"You are too late" said Loki "once my army gets here there will be not stopping me!"

"I am afraid you will be stopped" said Tony.

"What do I have to fear?" asked Loki.

"The Avengers! It's what we call ourselves" said Tony "it's a sort of Earth's Mightiest Heroes group!"

"I know I've met them" said Loki a little annoyed.

"Let's do a headcount here" said Tony "your brother the demigod, a super soldier who lives up to that legend, a man with breath taking anger management issues, two ponies who are strong despite the fact they look like they belong to a young girls cartoon, a couple of master assassins and guess what: you managed to pi$$ off every single one of us!"

"That was my plan" said Loki smiling.

"Not a great plan" Tony said "they will come for you!"

"I have an army" said Loki dismissively.

"We have a hulk!" Tony responded.

"I thought that beast wandered off" Loki then responded.

"You are missing the point!" Tony said walking up to him "There's no throne; there is no version of this, where you come out on top. Maybe your army comes and maybe it's too much for us, but it's all on you. Because if we can't protect the Earth, you can be damned well sure we'll avenge it!"

"How can they fight me when they are too busy fighting you!" said Loki with a grin on his face. With his sceptre he aimed it at Tony's heart and then pushed it forward...only to hear a slight tink sound as it hit the Arc Reactor in his heart area that was keeping Tony alive.

Angrily Loki picks up Tony by the throat and throws him out of the window. Then Tony activated the bracelet on his arm causing his Iron Man armour to flight up and assemble itself on him. He then flew up to Loki and said "and there are 2 more people you pissed off and their names are Nick and Phil!" referring to Fury and Coulson.

Then the space wormhole was opened and outside the Chitauri skeleton like alien Cyborg creatures then came through in large numbers with Leviathans giant flying sea monster like creatures which were warships for the Chitauri.

In the SHIELD Hellicarrier Steve, Clint and Natasha then jumped off to fight against the Chitauri. Twilight was about to jump down when Soarin wearing the tech out Wonderbolts Uniform flew up to her. "Nice suit" said Twilight playfully and they then jumped down together.

Thor then flights up to Stark Tower and confronted his step brother Loki. "Loki end this now!" said Thor.

"Too late Thor" said Loki "there is no stopping it!"

"we can stop this together brother" said Thor as he held out his hand. Loki then looked at it only to blast him with his sceptre. Thro then seeing the outside carnage then flew down to help.

Steve, Tony (who had flown down to them), Clint and Natasha were doing their best to fight off the Chitauri. Then Thor came down to them and was using Mjolnir to fight off the alien creatures.

Steve turned to the sergeant of the police who were doing the best to fight off the aliens and told him "I need men in these buildings; there are people inside that can run into the line of fire. You take them through the basement or through the subway; you keep them off the streets. I need a perimeter as far back as 39th."

"who should I listen to you?" asked the police sergeant.

Suddenly Chitauri Warriors come up to the police offers and Steve used his Shield to take then down effortlessly. The sergeant then turned to his men and said "I need men in those buildings, lead the people down and away from the streets"

Then came was Bruce wearing a fresh pair of clothes and riding a motorcycle he then joined the group. "I think it's time for you to get angry"

"that's my secret Cap" said Bruce smiling "I'm always angry!"

Bruce then turned into the Hulk. Steve, Tony, Natasha, Clint, Twilight, Soarin, Thor and Hulk had their backs turned to each other as they fought off the Chitauri. Truly the Avengers have been assembled.

Steve then began giving orders to the Avengers for what to do. He got to the Hulk. "Hulk..." said Steve and Hulk looked at him angrily.

"...smash" said Steve and Hulk then grinned and proceeded to do just that.

(in this fight scene think of Fight as One by Bad City playing as you read it)

Natasha began using her guns against the alien warriors and Clint was using his bow and arrows against the warriors. "this is just like Budapest all over again" said Natasha.

Clint turned to his partner and said "you remember Budapest differently than I do."

Steve was throwing his shield against the Chitauri warriors and it was returning to him. Thor was throwing lighting at the aliens with Mjolnir and the Hulk was leaping up and down attacking all the Chitauri aliens he saw. He was also leaping off the buildings and smashing the Chitauris was holding on there. He also managed to jump off and land on the Leviathan.

Thro then jumped onto it and helped Hulk take it down. As they landed Hulk and Thor stood side by side-only for Hulk to punch Thor to the ground.

Tony was using his armour's repulsor cannons to shoot the Chitauri. He was thinking his friend James Rhodes could help if he hadn't been on vacation.

Twilight was managing to use her magic to blast the aliens while Soarin was flying over them and using the weapons in his new suit to shoot the aliens.

Twilight then felt a little woozy and then got flashes of when the lightning caused Princess Celestia and Luna's horns to blast at her own horn and when her horn intercepted the blast from Loki's sceptre. In truth the Tesseract powered lightning bolt caused some of Celestia and Luna's magic to go into Twilight and intercepting the blast form Loki caused some Tesseract Energy to go into her.

She then started glowing blue. Her horn then started growing and becoming sharper, she grew to roughly the size of Princess Celestia and then grew Allicorn wings.

Hulk, Soarin and Thor were dumbstruck when they saw this. Hulk then said "Hulk take back what Hulk said about pony being puny!"

When Twilight saw what had happened she looked awestruck but then smiled. She then flew up and started hitting spells destroying the Levitations. Soarin, Hulk and Thor then returned to what they were doing.

Natasha then looked up to the top of Stark Tower and said "there is too many of them! We need to get to the top to stop the Tesseract..."

Before Natasha could finish Twilight used a spell to levitate her onto her back and then flew up. Despite being a serious secret agent Natasha could not help but yell excitedly, she may have dreamt of this happening but what five year old girl didn't?

From the base where he was in Nick Fury was talking to monitors talking live to the members of the World Security Council.

"You want to nuke New York?" asked Fury "you are out of your minds, aren't you?"

"Director Fury the council has made a decision" said one of the members.

"I recognise the council has made a decision" said Fury "but since it's a stupid $$ decision I've elected to ignore it!"

Another Council member said "We have already sent the orders to 2 of your jets to send a missile..."

Without being excused Fury then took a bazooka and rushed out to see 2 of his jets flying off. With a well aimed shot he managed to send a blast which took one of them down and the pilot manages to escape, but the other 1 manages to send a nuclear missile to New York. Fury then shakes his fist and says "dammit!"

Fury then contacted Tony and said "the WSC has just sent a missile to blow up New York!"

Tony getting then got the message said "don't worry I think I know what to do!"

Twilight manages to fly to the top of Stark Tower and Natasha jumps off her back. Natasha gets a piece of shrapnel and hits it on the head of Professor Selvig ending his mind control. She then helps him up and he says "I couldn't stop myself from building that device but I created a saftey to shut it off: it's on Loki's sceptre!"

Twilight then felt woozy again and then shrank back to normal size and so did her horn but she kept the Pegasus wings. Soarin then flew up to her and asked "alright?"

Twilight smiled at the armed Wonderbolt and said "just fine!"

Loki then comes up to the top and Natasha dashes up to him and manages to grab the sceptre from him. Loki was about to get it back when he is hit by the Hulk. Loki then looks at Hulk and shouts "ENOUGH! You are all beneath me! I am a god, you dull creature! And I will not be bullied by-"

Loki didn't get to finish as Hulk then grabbed them by the legs and then throws him around like a lariat and then smashes him to the ground and hits him two more times. Loki had a dumbstruck look on his face and Hulk muttered "puny god!"

Then Thor and Tony then flew up and looked at him. Loki got up and said to Tony "I think I will have that drink now"

Natasha was about to use the sceptre to shut down the giant device but Tony stopped her and said "not yet!"

Tony then flew up to the missile and then grabbed it. He then flew up to the wormhole and then tossed it inside causing it to detonate destroying all the Chentauris, Leviathans and alien motherships that were going through. Losing power Tony then fell to the pavement as Natasha used the sceptre to close down the device and the wormhole.

Steve and Clint walked up to him as Twilight, Soarin, Hulk, Thor and Natasha (with the help of Thor) then went back down to look at him. They stare at him sadly think he's dead. Hulk then roars into Tony's face which startles Tony awake and he says "please tell me nobody kissed me!"

His teammates laughed as they helped him up. "Saving an alien world from an alien invasion is a unique way to make friend, don't you think Soarin?" Twilight asked Soarin and he nodded.

"Friends?" Hulk asked "Hulk has friends?"

Steve then slapped him on the shoulder and said "yes you do big guy!"

Hulk then looked like he was grinning as he scooped up his teammates into a group hug. "You just had to say friends didn't you Sparkle?" asked Tony disgruntled.

Twilight only smiled at him once Hulk let go.

Fury and the World Security Council were watching a news report later that afternoon of the alien invasion and how the so called Avengers stopped it but some civilians unfortunately could not have been safe. Some reporters tried to pin the blame on the Avengers but it failed since the report also showed children and people imitating the Avengers and even had some kids with their face painted purple and had a stick to their forehead to look like a horn. One woman even said "today Captain America saved my life, how could I be anything other than grateful?"

"Where are the Avengers?" asked one of the Council members.

"I'm not currently tracking their locations" said Fury "they earned a leave of absence but I can tell you Captain Steve Rogers will be working with us and so will Twilight Sparkle and Soarin until we can find out how to send them home!"

"The Tesseract?" asked another member.

"Where it belongs" said Fury "out of our reach!"

"That's not your call" said the member.

"I didn't make it" answered Fury "I just didn't argue with the demigod who did!"

"So you let him take it and the war criminal, Loki, who should be answering for his crimes?" asked the Member.

"Oh I think he will be!" said Fury smiling.

It then shows outside Thor has the Tesseract and his brother who is handcuffed. In a flash of black lightning they are sent back to Asgard.

"I think you made a mistake letting the Avengers loose on the world" said another member "they are dangerous!"

"I know" responded Fury "and the whole world knows it, every other world knows it!"

With that he then exited and walked beside him was a woman with short hair. She was Maria Hill an espionage agent of SHIELD. "So the Avengers are disbanded?" asked Maria.

"Until the world needs them again" answered Fury.

"What makes you think they will come back" asked Maria.

"Because we will need them too" said Fury.

As the invasion was taking place in Equestria Princess Celestia, Shining Armor and the Canterlot Guard were putting up wanted posters of Total Vane. The rest of the Mane 6, Spike and Cadence went up to him.

"Not that I don't hate the pony but why is he wanted?" asked Rainbow Dash.

"It seems Vane was intentionally responsible from the storm" snarled Shining Armour "he escaped before we could have him arrested!"

"WHAT?" asked Dash furiously "wait until I get my hooves on him...?"

"That big meanie!" Pinkie Pie said.

"I will give him I good bucking too" said Applejack.

"He will pay!" said Fluttershy practicing her "stare"

"That arrogant Pegasus took away our friend!" said Rarity.

At the mention of Twilight Cadence started crying. Shining Armour then hugged his wife and said "don't worry honey I will make sure Vane pays for this and I will not rest until Twilight is safely back with us!"

"I know" Cadence said sniffing "I just hope she is alright and safe..."

In the Stark Tower the Avengers were throwing a celebration party. Thor was at the bar with Professor Selvig and his friend Jane Foster.

"Told you I would be back!" said Thor as Jane hugged him. As he was finished with his drink Selvig threw his glass to the floor and shouted "ANOTHER!"

Thor laughed and did the same. Jane just shook her head at it. Bruce was talking to his old girlfriend Betty Ross and her father the United State Army General Thaddeus "Thunderbolt" Ross. "I have come to the conclusion that the other guy is a part of who I am and not to be oppressed or cured but embraced" said Bruce "maybe there is a place for him in this world!"

Thunderbolt Ross just stared at him and smiled and said "you did good today Banner! Maybe your right about the Hulk having a place in this world!"

With that Bruce and Betty then kissed and hugged. Steve and Tony were on the karaoke machine.

"War, huh yea" sang Tony "What is it good for?"

"Absolutely nothing" sang Steve after him. Pepper Potts Tony's girlfriend and assistant was watching this. Then entered was a black man who was James Rhodes a US air force colonel and Tony's best friend.

"I was watching a news report about New York being invaded by aliens and the day saved by the Avengers and Tony seems to be a part of these Avengers" said James "what is going on?"

"I will tell you later Rhodie" said Pepper smiling.

Twilight and Soarin were at the snacks table. "You think you could teach me how to fly?" asked Twilight.

Soarin nodded and said "you know we never did that dance at the wedding!"

Twilight smiled as they got on 2 legs and started dancing to the music. Soon the group was called for a photo. Poising together for the photo was Steve, Tony, Bruce, Thor, Twilight Soarin, Fury, Coulson, Clint and Natasha.

Pepper with the camera said "okay everyone smile and say Avengers Assemble!"

The group smiled and said "Avengers Assemble!"

The photo was taken. Outside the tower during the invasion the signs of bright red letters spelling out "STARK" had gotten damaged and only the A was left.

Farther away in the depth of space on the Chitauri homeworld the leader of the Chitauri called the Other was talking to his master who had the back of his chair turned.

"Humans... They are not the cowering wretches we were promised. They stand. They are unruly, and therefore cannot be ruled" said the Other to his master "to challenge them-is to court death!"

His master then got up from his seat and then faced him. He had hard purple skin and a dark blue helmet with a bit of gold. He then grinned at what his minion just said.

1 week after the Invasion

In Equestria inside the secret Hydra base Red Skull was talking to his minions.

"Pretty soon I want you to invade Canterlot Castle" said Red Skull "find and retrieve the so called Elements of Harmony to prevent any chance of them being used against us!"

A glare from the Red Skull prevented his from protesting.

"With the weapons you will be supplied it will be able to stand any attack from the Royal Guard" said Red Skull. He then showed them a giant laser gun powered by Tesseract energy. years ago during his last battle with Captain America when he was taking apart by the Tesseract it transported him to Equestria and put some Tesseract energy in him, not as much as the original Tesseract cube but still enough to power the machines his new Hydra had been working on.

"With this device you will be able to take down any protection barrier Celestia has placed on the Elements" said Red Skull "Total Vane I am putting you in charge of the attack!"

"Yes my fuehrer!" said Vane bowing.

"Hail Hydra" said Red Skull causing his minions to go into their usual chant.

In Canterlot Castle

"I don't believe it!" snarled Rainbow Dash "it has been more than a week and we haven't been able to find a way to get back our friend or find that Pegasus Vane who was responsible for her disappearance!"

Dash and the rest of the remaining Mane 6, Spike, the Wonderbolts, Twilight's parents (who were still very depressed) and Cadence (who was comforting her in laws) were in the throne room.

Shining Armor then entered looking angrily. "I have every single one of the guards searching yet we still can't find Total Vane!" Armor said trying to control his rage.

Princess Celestia and Princess Luna then entered the throne room.

"I think we may have an idea" said Princess Luna.

Everypony (and Spike) was now looking at them.

"Since it seemed the strange energy in the clouds is what created that wormhole" Princess Celestia said "we had been studying it and I think soon we maybe able to find a way to go to wherever Twilight and Soarin were sent!"

This was their 1st good news in over a week. Shining Armor then shared a hug with his wife and parents. The Wonderbolts then shared a hug as well as the rest of the Mane 6 and Spike.

"We may be able to find Twilight after all" said Cadence excitedly.

"Hopefully Twilight is safe wherever she is" said Twilight's dad hopefully.

On Planet Earth

In Flushing Meadows, New York in the arena where the Stark Expo took place a large cheering crowd had gathered.

A news reporter said "last week New York was invaded by aliens from outer space! All hope would have been lost if it wasn't for the team that call themselves the Avengers! I am live here at Flushing Meadows where we will see these brave heroes make a public appearance!"

Backstage were the Avengers (minus Tony, all in costume), Mariah Hill, Nick and Agent Coulson.

"Remind me again" said Thor "how did Tony talk us into this one?"

"I'm wondering that myself" said Steve.

Then AC/DC's Shoot to Thrill began playing over the PA system. Then flying into the arena in the Iron Man armour was Tony who then landed on the stage and took off his helmet to the cheering crowd.

"Thank you, thank you" said Tony as the applause died down "I am of course the Iron Man himself Tony Stark! Now to introduce the rest of the team! He is our team leader, the man, the myth, the legend; please welcome the Star Spangled Man with a Plan himself: Captain America!"

Steve taking his shield and putting his mask up went to the stage and saluted to the cheering crowd.

"Next he is the God of Thunder: Thor!" Tony introduced as Thor went up to the stage as well with Mijinoir and went to stand next to Steve.

"Next he is a science geek and one man you don't want to get angry: Dr Bruce Banner!" Tony then said. Bruce then went up as well and stood by Thor.

"Next two of the most dangerous assassins in the world Natasha Romanov and Clint Barton!" said Tony as Natasha and Clint went up and stood by Thor.

"last and certainly not least" said Tony "I don't know how they exist or where they came from but they like us human so much they don't mind saving us, and I am sure I will drop 5000 points in the dignity and shame meter for saying us but they are Twilight Sparkle and Soarin!"

Twilight and Soarin then flew their way to the stage and landed next to the SHIELD assassins.

"Thanks for the flying lessons" whispered Twilight to Soarin.

"Now a word from our team leader" said Tony as he let Steve take the podium.

"Thank you thank you" said Steve to the cheering crowd "it is our honour and duty to protect this country and planet from any threat whether they be terrorists, madmen or alien invaders..."

Then came crashing into the stage was a giant mechanical device designed to follow the traces to the planet where the Chitauri invasion was.

It opened up to reveal a hologram of a giant bulky muscular purple skinned alien in dark blue and gold armour who was sitting on a throne.

"Humans of Earth" said the being standing up "around the universe I am known as Thanos!"

"The Mad Titan" Thor muttered.

"I have been told your race are unruly and to challenge you is to court death!" said Thanos "unfortunately for you courting death is exactly what I desire to do! Once I assemble the Gauntlet I will be coming after your planet!"

The hologram ended and the people went into a panic.

Fury then led the Avengers into the Hellicarrier which was parked nearby.

"I guess this means we are to assemble again!" said Steve.

A day day later the remaining Mane Six were talking to eachother in front of Canterlot Castle when they saw the uniformed HYDRA soldiers marching towards the castle. They saw Total Vane leading the charge.

"YOU!" snarled Rainbow Dash "you have quite a nerve showing you face around here after you caused our friend's disappearance!"

"I have no time to deal with this" said Vane shaking his head "soldiers attack!"

The HYDRA Soldiers then charged forward, using their Tesseract powered weapons against the castle. The Royal Canterlot Guard quickly leapt into action against the soldiers.

"I will make you pay for what happened to Twilight!" Shining Armor snarled charging to Vane when he was hit by a blast though thankfully his armour protected him from serious harm (as the energy Red Skull was using for his soldiers weapons was not strong enough to totally obliterate someone like the weapons he had used in World War II)

"Don't be so sure Captain Armor" Gilda said smirking flying down to them holding a Tesseract pistol her boss gave her, in her left claw (he had sent her to watch over the attack) "cut off 1 head and 2 more shall take its place!"

"Gilda you working with Vane?" Dash asked looking at her former friend astonished "I know you had become a jerk but I didn't realise you could align yourself with these trash!"

"Dash I joined because I wanted to be on the winning team!" Gilda said "and once he takes over Equestria my fuehrer will reward me for my loyalty!"

"You're what?" Dash asked before Vane, Gilda and a whole bunch of HYDRA soldiers then stormed into the castle.

One of the Soldiers who before joining was apart of the Royal Canterlot army showed them to the Elements hiding place.

"There it is!" he said pointing his hoof at the hiding place. They heard hoof steps and saw Shining Armor, the rest of the Mane Six and Princess Celestia behind them.

"If you're after the Elements they are protected by a spell you cannot break" said Princess Celestia "surrender now peacefully and I may give you a more lenient sentence!"

They ignored them as they used their weapons to blast through the wall. The blast was so powerful it also broke the lock on the box containing the Elements.

Gilda then swooped in and grabbed the box. The remaining Mane Six, Shining Armor and Princess Celestia had shocked looks on their faces so the HYDRA soldiers took the opportunity to blast them with their weapons.

One of them was going to blast the Princess when Gilda stopped him and said "no! The fuehrer says he is the one to destroy the Princesses!"

They then retreated to the outside of the castle. They joined the remaining HYDRA soldiers as they then retreated back to their place.

"Who can stop us now?" Vane asked laughing.

Back on Earth and in the Hellicarrier Twilight, Soarin, Agent Coulson, Fury, Steve, Tony, Bruce, Thor, Clint and Natasha were in the debriefing room.

"Okay Goldilocks" Tony said looking at Thor "who is this Thanos person?"

Thor didn't even bother to glare when he responded "a ruthless warrior infamous throughout the universe, he was born on the planet Titan and with the gene of the planet's cousin race the Deviantats. He used bionics and mysticism to make himself more powerful than his people and through the cosmos he became infamous and referred to as the Mad Titan!"

"They also say that in his youth he met the physical embodiment of Death-and fell in love with her" Thor said and paused to look at the shock look on the faces of his teammates.

"They say he does the terrible things he does hoping to impress his love" said Thor.

"You're saying his motive is that he wants to win the hand of Death?" Bruce asked bewildered.

"Has he considered just giving her flowers?" Tony asked.

"Thanos had once faced my father and was defeated by him" Thor said "he may know how we can stop him before he gets to Earth!"

"Asgard here we go!" Tony said. Thor then used Mjolnir to contact Asgard about bringing them there.

In the secret HYDRA place Red Skull smiled as he looked at the box containing the Elements.

"Excellent my servants" Red Skull said to his troops "soon we will begin our conquest of Equestria and without these Elements our victory will be assured!"

"HEIL HYDRA!" he shouted sending his troops into their usual chant.

Using some black Asgardian magic Thor had managed to take Fury, Agent Coulson, Steve, Tony, Bruce, Natasha, Clint, Twilight and Soarin to Asgard.

As Thor was leading them into the palace most of the mere mortals looked in awe at the city. They were brought to the throne room where sat on his throne was Odin All-Father king of Asgard with his spear Gungnir.

"Thor my son so these are the Avengers you have told me about?" asked Odin getting up as the humans bowed before him (although Tony did so relucantly).

"Yes father these are the brave heroes who helped me stop Loki and the Chitauri from conquering Earth!" Thor said.

"Yes it was good you managed to bring my son Loki and the Tesseract in" said Odin shaking his head " the Tesseract is safely in my treasure room where it belongs and Loki is now in a secure place so we can try and figure out how to help him recover from the Chitauri's influence!"

Odin then walked up to Twilight and Soarin. "Equestrians" said Odin smiling "a Pegasus and an Allicorn if I recall correctly!"

Twilight then renembered about the wings she grew in the battle against the Chitauri and this was the first time someone had called her an allicorn.

"Thor told me you were the one who gave the Elements of Harmony to the Princesses!" Twilight remembering the story Thor told her.

"Yes, I myself called them the Harmonian Virtues but Elements of Harmony sounds like a good name too." Said Odin.

"Father about Thanos?" asked Thor; suddenly Odin's tone became serious.

"Yes the Mad Titan" said Odin "he had once came here..."

*Flashback*

*He had assembled the 6 Infinity Gems which contained enough power to destroy the universe and he created a Gauntlet to control their powers. His first target was Asgard*

Odin is seen facing Thanos with Gungnir in Hand while Thanos had a golden gauntlet with 6 gems on it.

*Before he could do much damage I managed to defeat him and take the Gauntlet away from him. I used the Bifrost to send him far away!*

Odin is seen putting the Gauntlet in his treasure room.

*end of flashback*

"...now Thanos may be coming here to take back the Gauntlet though luckily he needs all the Gems for the Gauntlet to work in its full powers" Odin said "all but 1 of the Gems I scattered throughout the Nine Realms but my sources tells me they found the 5 Gems!"

"But what about the last Gem father?" asked Thor.

"The last one was the Purple Gem of Space" Odin said "I had it made into a necklace which I gave to a certain princess I knew when she became ruler of her world!"

Odin then looked at Twilight and Soarin, Twilight gasped remembering on Princess Celestia's necklace had a purple gem on it.

"So Princess Celestia has the Space Gem?" asked Twilight and Odin nodded.

"I have a way into Equestria" said Odin "you must make sure that stone doesn't fall into Thanos's hands!"

Twilight and Soarin realised that they will be able to go home.

In the forest where the secret HYDRA base was located the entire HYDRA army was out with their weapons ready, they even had tanks (similar to the ones HYDRA had used in WWII) built. Red Skull was facing them with Total Vane and Gilda at either side of him. Red Skull was using special armour he designed with some energy his unicorn minions had given to him.

"It is now time for our final victory, by tomorrow HYDRA will stand master of Equestria" said Red Skull to his troops "we shall charge with our full forces onto Canterlot! With our weapons we shall overcome the town! When the Princesses try to attack I shall use my new armour to absorb their great god like powers! With our weapons and the power of the Princesses at our control we shall dominate Canterlot and then it will be child's play to take over the rest of Equestria! Our victory will be inevitable! We shall then go to other worlds and do the same to them! Today starts a Reich that will last for more than thousands of years, ruled by the strongest of them all! They will all learn to kneel and bow down before HYDRA...HEIL HYDRA!"

His army then went into usual chant. Red Skull, Total Vane and Gilda lead the army out of the forest and they then started attacking Canterlot.

The Avengers ended up in Canterlot and shocked to see the HYDRA ponies attacking Canterlot and the Royal Guard trying to stop them. Both Twilight and Soarin were wondering what happened to Equestria when they were away.

"Those look like HYDRA agents but how?" Steve asked confused recognising the uniforms of the attacking ponies.

He then saw going to the direction of the palace was the Red Skull. "Schmidt" Steve said recognising his mortal enemy.

"I think I know what we got to do!" said Steve.

"Are you sure Steve?" asked Twilight "that red skinned humans looks dangerous!"

"Don't worry Twilight" said Steve smiling "I knocked out Adolf Hitler over 200 times!"

At Steve's statement Thor, Twilight and Thor looked confused by his statement while Tony, Natasha, Clint, Bruce, Fury and Coulson shook their heads.

"Time to let the big guy out!" Bruce said before transforming into the Hulk. They then marched forward as Fury and Coulson stayed behind.

Princess Celestia, Shining Armor, Cadance, Spike and the rest of the Mane Six went out to help with the battle. "YOU TWO AGAIN!" Dash then snarled seeing Vane, Gilda and some red skinned creature.

"Don't bother trying to fight us Princess" Vane said smirking at the Princess "starting today Equestria belongs to HYDRA!"

"Who in tarnation is that?" asked Applejack pointing her hoof at Schmidt.

"This is our fuehrer Johann Schmidt, leader of HYDRA and the new ruler of Equestria" said Gilda pointing to the Red Skull with her claw.

"You have done well Gilda and Vane my two apprentices" said Red Skull smirking "now my Herr Celestia let me show you what my armour can do!"

Red Skull pointed his fist at Princess Celestia and then shot a blue blast at Princess Celestia. The Princess started screaming in pain as the blast was taking away her power but then it stopped when his fist was then hit by a flying circular shield.

Red Skull turned his head and then stared in shock and anger at seeing Steve taking his shield as it returned to him. "Remember me Schmidt!" Steve said smirking.

"YOU!" Red Skull shouted enraged at the sight of the hated rival who costed him the Tesseract and his plans to dominate planet Earth in World War II.

"You got an army Schmidt?" asked Steve "well so do I...AVENGERS ASSEMBLE!"