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!"