Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Laufey belong to Marvel. I also don't own the song Be Prepared, it belongs to Disney.

Our story begins long ago after the defeat of Nightmare Moon. The kingdom has faced another threat to pony kind…In the realm of Glacies, unicorn guards broke into a temple. An ice pony glared at them in the shadows as they stormed in.

One of the guards snapped, "Laufey? By order of Princess Celestia, you are under arrest for your crimes against Equestria."

"Fools! You won't defeat me so easily!" Laufey snarled as he charged to attack the guards.

They dodged his attacks quickly and tied him up with magical ropes, dragging him away to some unknown location. But not any of them noticed the young ice pony colt hidden behind a column. Princess Celestia sighed as she looked at the remains of what used to be the Ice Pony Temple. Not so long ago, the battle between the ice ponies had ended.

"I should've let him escape when I had the chance…" Celestia muttered, flying around the temple. "Nothing remains here, except—"She stopped as she wound up behind a column and saw something: an Ice Pony colt, about the same size as a normal pony foal, was cowering behind it.

Celestia used her magic to lift the scared foal up and examined it. "This must be Laufey's son…I have to tell the Ponyheim army at once. Odin must know about this foal…he must have a better life and not know about his true parentage." She muttered. With that, Celestia ran off with the foal in tow.

In the present day…"Run, Twilight, Run!" A voice called out as a young unicorn filly known as Twilight Sparkle ran away. She looked back in terror as the one yelling to her was following closely behind, but was levitated off by a mysterious attacker. "Foolish filly, you cannot hide from me!" An evil voice hissed in a dark British accent. Twilight can only watch in horror as the one talking in the dark voice fired a knife and killed the filly who told her to run. "Dinky, no!" Twilight screamed, seeing blood on the floor. "NOOOOOOOOOOOOOOOOOOOOOOO!"

"NOOOOOOOO!" Twilight screamed as she started sweating a little. "Ugh, not that dream again…" "Hey, Twilight? What's wrong? Are you having that nightmare again?" A voice asked.

Twilight turned to see that Spike, her assistant/adoptive brother/adoptive son and friend, was standing at her bedside, looking worried. "No, it's not. It's…" Twilight sighed. "Just another nightmare…"

"It's ok, Twilight. I'm here and I'm not going anywhere anytime soon." Spike reassured as he hugged Twilight. She sighed, knowing that it'll never be simple.

In the Canterlot Castle gardens, a unicorn guard was standing in front of the statue of Discord, making sure nopony starts a fight or creates chaos. After the last time, Celestia didn't want it to happen again. The guard felt the area get cold and shivered as he felt a dark presence. He turned and asked, "Who goes there?!" Evil laughter was heard as the guard gasped and saw a dark figure who demanded in a dark British accent, "I need that statue."

That was the last thing the guard saw before darkness cornered the edge of his vision. The guard's body was levitated to the ground with his chest covered in blood as the shadowy figure turned to Discord and fired a spell at the statue. The statue began to crack and fell apart, freeing the lord of chaos and disharmony inside. "Ow! What?" Discord asked, looking around in confusion. "Oh, I'm free again. Thank goodness…Who should I thank this time?"

"That would be me, Discord. I have freed you for a chance to get revenge on those ponies who imprisoned you."

"Really? How should I help you?"

"Let's say that we have a lot in common than you believe so…" The mysterious figure smirked as he pointed his horn to the evil Draconequus's throat. "I can destroy those ponies for you even if you say no. Trust me, I am difficult to fight with."

"Well, you got my attention…" Discord muttered with an amused expression.

Celestia woke up, a noise being heard from her room…and saw a message written in blood that read 'I'm back!' much to her horror. "No…" She gasped. Celestia knew this was going to happen. She ran to go warn her sister and the other guards.

In the Princesses' old Castle, the mysterious figure glanced as Discord joined the other members who were standing in the shadows. "Welcome to my army. Soon, everything shall be done and…" The mysterious figure said evilly. "Hey, boss!" A familiar voice called out. "Can we come out of the shadows? I'm getting tired of standing here."

"Alright, I suppose we are done acting like the 'mysterious ones'."

The figures stepped out of the shadows, revealing themselves to be Trixie (the unicorn who lied to Ponyville about defeating an Ursa Major), Gilda (Rainbow Dash's former griffin friend), Flim and Flam (the unicorn brothers who tried to put the Apple Family out of business), and the Diamond Dogs.

"Why, this is an interesting army you've put together." Discord commented. "Indeed, recruiting them was too easy. I sent Trixie to recruit the Diamond Dogs. For Gilda, I found her while I was in Cloudsdale." The mysterious figure chuckled evilly. "I recruited Flim and Flam during one of their inventions gone wrong and I found Trixie working at a rock farm. I also recruited General Shield Strike while breaking him out of prison after he committed a mass murder. He could not attend our meeting because he is currently planning our strategy with his soldiers."

"Exactly." Trixie nodded. "So, how are we going to do this?" Flim asked the mysterious figure.

"Simple, I help you get rid of your pains while you help me get rid of my pain." The mysterious figure answered.

"I still remember when Twilight embarrassed me with that Ursa Minor…" Trixie muttered. "And when everypony hated the cider my brother and I made!" Flam exclaimed angrily.

"Well, you cannot let your enemies defeat you like that." The mysterious figure said. "I would've gift wrapped those fools for all of you and you couldn't even dispose of them."

"You know, it wasn't like the ponies were alone, Loki." Rover stated. "Yeah, what are we supposed to do? Kill the princesses?" Spot asked.

However, Loki's serious expression turned into a sinister smile and he spoke the following words. "Precisely…" He hissed.

Then, without warning, Loki was jumping from column to column and left to right until he landed and the members of his army yelped and scampered out of his way.

Though, as Loki landed with grace, he began calmly walking through a vent of green smoke from the ground; then, on the opposite side of him, a second vent of green smoke shot out, but Loki continued walking in a calm pace. Then, both sides began shooting out green smoke while he walked through them without being affected. Finally, another blast of green smoke blew right in front of Loki, but instead he passed right through it. And what was even more frightening was that he was singing in a dark and sinister voice.

Loki: I know that your powers of retention

He sang while his emerald green eyes scanned one spot to the next.

Are as wet as a warthog's backside

The scene showed Fido chewing on a bone and not noticing that Loki was circling him around him.

But thick as you are, pay attention!

Loki levitated the bone away and Fido got into a force salute with a determined expression.

My words are a matter of pride

He continued to circle the dog while still singing.

It's clear from your vacant expressions

Loki waved his hoof in front of Fido's face and left.

The lights are not all on upstairs

When he was done, Fido smiled in a dumb way.

But we're talking kings and successions

Oblivious to Loki, Flim and Flam were behind him while snickering at what he was doing to Fido.

Even you can't be caught unawares!

He leaped at the two brothers, causing them to tumble over and land on two vents of steam. "WHOA!" Flim and Flam shouted as they were launched into the air.

So, prepare for the chance of a lifetime

Then, Loki continued to sing as he leaped from his spot to another ledge while Flim and Flam were screaming in the background during their fall.

Be prepared for sensational news

He snuck behind the ledge and was unseen until he said the 'sensational' part and reappeared, smirking at the viewers.

A shining new era is tiptoeing nearer

Loki strutted his way past Discord while Gilda noticed his act.

Gilda: And where do we feature?

She asked, wanting to know what would happen to the other members of the army.

Loki: Just listen to teacher

Then, he came near the griffin, playfully pinching her cheek as she yelped.

I know it sounds sordid

As Loki walked the other way, Gilda stared in confusion at him.

But you'll be rewarded

She then glared in his direction while rubbing her cheek.

When at last, I am given my dues

Then, he jumped off of his current spot and jumped onto another ledge where Spot was chewing on a bone. When he said 'dues', he put his hoof on his chest proudly

And injustice deliciously squared

Loki bucked Spot off the platform and into a pile of bones.

Be prepared!

He shouted out before glaring at the army below.

"Yes, be prepared! We'll be prepared! For what?" Fido asked. "For the deaths of the princesses!" Loki announced.

"Why? Are they sick?" Rover questioned.

"No, fool, we are going to kill them. And Twilight Sparkle and her friends and my brother too." Loki smirked.

"I'm only doing it to pay Twilight back for the Ursa Minor incident." Trixie shrugged. "I'm gonna destroy Rainbow Crash!" Gilda declared happily.

"A little payment to Applejack and her family will be the sweetest payback, wouldn't it, brother?" Flim asked. "I agree!" Flam nodded with an excited expression.

"I guess that leaves me with Fluttershy since the Diamond Dogs decide to get their payback on Rarity." Discord muttered.

"Great idea! Who needs a king?" Spot asked. "No king! No king! La-la-la-la-la-la!" The Diamond Dogs sang.

"IDIOTS! THERE WILL BE A KING!" Loki snapped down in a vicious tone. "But you said—"Flam protested, but was cut off by Loki.

"I WILL BE KING!" Loki interrupted. "Stick with me…and you shall rule Equestria for all eternity!" A light shone down on the area mysteriously behind him while his identity remained hidden.

"Yay! Alright! Long live the king!" The Diamond Dogs cheered as the light shone on some dark areas, revealing Diamond Dog soldiers.

"Long live the king! Long live the king!" The soldiers chanted. Suddenly, yellow flames covered the screen when they started singing.

Diamond Dog Soldiers: King, king, king, king, king, king!

The flames lit up a bit to show the Diamond Dog Soldiers marching like the Third Reich while many turned their heads to pay attention to Loki.

It's great that we'll soon be connected

With a king who'll be all time adored

Loki smirked evilly as he watched the marching from a platform above.

Loki: Of course, quid pro quo, you're expected

He held up one hoof with a sly evil smile on his face.

To take certain duties on board

Loki moved his hoof across his neck slowly, hiding an evil smirk to his army.

The future is littered with prizes

He continued to watch the marching soldiers who stared at him as if he were a dictator.

And though I'm the main addressee

Loki put his hoof on his chest as if he were declaring something important to his army.

The point that I must emphasize is

He jumped off of the platform and approached a Diamond Dog soldier without warning that was freaked out by the villain's presence. Suddenly, the ground began to crack and emit red smoke under Loki's pressure.

You won't get a sniff without me!

Loki raised his voice, moving to close to the frightened soldier while still in the shadows until he fell through the crack. "AHHHHH!" The Diamond Dog soldier screamed.

So prepare for the coup of the century

The columns in the fortress were soon rising as he jumped from one spot to another while declaring what they should be prepared for.

Be prepared for the murkiest scam

Loki jumped onto another column while the Diamond Dog soldiers were on their own columns.

Background Chorus: Oooh la, la, la!

A trio of soldiers was moving to the music at the last part while being lifted up by their own columns.

Loki: Meticulous planning

He turned to his right.

Background Chorus: We'll have food!

Some Diamond Dog soldiers were dancing while singing the chorus.

Loki: Tenacity spanning

Loki swiped his right hoof in a sly style.

Background Chorus: Lots of food!

Behind Loki's rising column, more soldiers were dancing in their own way.

Loki: Decades of denial

He raised his left hoof while his column rose.

Background Chorus: We repeat!

The Diamond Dog soldiers were unseen as the scene focused on Loki on his column.

Loki: Is simply why I'll

He declared while posing on the top of the column.

Background Chorus: Endless meat!

The Diamond Dog soldiers were last seen on their columns while they're singing.

Loki: Be king, undisputed

He lowered his head.

Respected, saluted

Loki stared from left to right.

And seen for the wonder I am

He proudly put his hoof on his chest. As soon as that moment ended, the scene changes to the shadows of two skeletons of ponies.

Yes, my magic and ambitions are bared

The camera moved down to reveal Discord swaying the skeletons around to the music before he smashed them against the wall.

Be prepared!

Loki grinned evilly as he looked down at his army. Now, a lot of the Diamond Dog soldiers were hopping from column to column while dancing to the music.

Then, from the smoke of some erupting vents, Trixie, Gilda, Flim, Flam, Discord, and the Diamond Dogs stuck their heads out of the smoke while singing with Loki and the others.

All: Yes, our teeth and ambitions are bared

The members of the army smirked.

Be prepared!

The scene then showed Loki, his army, and the Diamond Dog soldiers standing on their columns in front of the moon while the main villain was on his column in the middle.

"BWAHAHAHAHAHAHAHAHAHA!" They cackled as the song ended.

This sound would spell trouble if this plot was kept secretly. But afar, watching them, was Princess Luna. She was guarding the night when she overheard the whole commotion and listened from above.

"This must spell trouble…I have to tell my sister right away!" Luna mumbled to herself, flying to Canterlot Castle.

Back at the castle, Celestia was looking through her telescope on the balcony, waiting for Luna to come back from her night patrol. All of a sudden, Luna came flying in with a concerned expression on her face.

"What troubles you, sister?" Celestia asked as her sister landed on the balcony. "I'm afraid there is an evil plot brewing." Luna sighed, staring at the columns rising in the distance.

"You mean…the God of Lies and Mischief will attack us?" Celestia gasped.

"Yes, take a look!" Luna shouted as she gazed through the telescope where the columns were. "There were strange sounds from afar…that sounded like distant singing."

"Gather the guards and inform them of a possible invasion of Equestria! After that, meet me back here and we'll discuss what to tell the citizens of Ponyville about the invasion and send a letter to Shining Armor to tell him to follow you there!" Celestia commanded to her sister. "Yes, sister!" Luna nodded before running to tell every guard in the castle.

"We'll need your help fast, Twilight…" Celestia muttered.

Directed by Jayson Thiessen

Produced by Lauren Faust

Written by A Mare Under Cover AKA YugiohPonyAvengers

Based off/Inspired by JusSonic's fanfic, Lorcan's Wrath

Starring: Tara Strong, Ashleigh Ball, Andrea Libman, Tabitha St. Germain, Cathy Weseluck, Chris Hemsworth, and Tom Hiddleston

"My Little Pony: Friendship is Magic: Mischief and Lies Strike"

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor and Loki belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart. I also don't own the song Riders of Doom.

It was the afternoon when the sun was shining through Equestria. Things seemed quiet in Ponyville, nothing unusual was happening and everypony was minding their own business. Some of the ponies were just doing what they normally do. Like Big Macintosh was pulling a cart of hay, Granny Smith was sitting down and talking with another old pony, and Cheerilee was having the foals try a physical activity. In the skies, Thunderlane was giving his little brother, Rumble, a ride above Ponyville, Derpy was helping some Pegasi move a table into a movers truck, but lost her grip when she dropped it as one of the Pegasi glared at her, resulting in Derpy giving the Pegasus a sheepish smile. The next scene showed Daisy, Lilly, and Rose talking at a small café. Even the Cutie Mark Crusaders were running, having fun with Apple Bloom in the lead with Scootaloo and Sweetie Belle playing tag. At this time, the scene focused on what the Mane Six was doing, out on a walk through one of the fields in town. Applejack was looking at the sky while admiring the sunny day, Pinkie Pie was happily hopping along, Rarity was talking about her new fashion lineup she was currently working on, Fluttershy was admiring all of the animals and plants they past as she flew along, Rainbow Dash was flying alongside the group, and Twilight was reading a book. The six mares had invited Spike to come with them on their walk which the baby dragon was excited to go on a walk with Rarity, the pony he had a crush on.

"Ah, nothing can ruin this day!" Rainbow sighed in relief while staring at the sky. "Ain't it the truth? I gotta say, Twilight, this was a mighty fine idea!" Applejack grinned.

"Thanks, after helping out with the Equestria Games in the Crystal Empire, I think that we need a break." Twilight explained with a smile. "I mean, it's been weeks since the Equestria Games was announced to be held at the Crystal Empire." Pinkie grinned as she continued bouncing along.

"Indeed, but now it's time we relax and enjoy this beautiful day, darling." Rarity nodded. "Oh yeah, the day is just…beautiful." Spike sighed, staring at Rarity.

"Oh yes! And the animals and plants look great!" Fluttershy nodded with a smile. "I can agree! The sky's a perfect shade of blue today!" Rainbow grinned.

"You said it, Rainbow!" Applejack smiled as she brohoofed Rainbow. "And after we're done with our walk, we can go to Sugarcube Corner to get some cupcakes!" Pinkie grinned, bouncing in excitement.

"Don't worry, Pinkie Pie. I'm sure we'll get some soon." Rarity reassured her.

As the ponies continued their way back towards Ponyville, Twilight bumped into somepony when she was in the middle of reading her book, causing her and the others to stop abruptly. She looked up to see an alicorn stallion with light blue eyes, a blonde mane and beard, a peach coat, and a lightning bolt with a hammer in front of it as a cutie mark wearing silver armor with a red cape attached along with silver sleeves and silver armguards staring at her and her friends.

"Sorry, may I help you?" Twilight asked. "Are you all citizens of Ponyville?" The alicorn questioned in a British accent.

"Yeah, we are." Twilight nodded. "My name's Twilight Sparkle and these are my friends Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Spike. What's your name?"

"My name is Thor. I come from the kingdom of Ponyheim which is the neighboring kingdom near Equestria." The alicorn greeted. "Nice to meet you, Thor! Wanna walk with us?" Rainbow asked.

"Alright." Thor nodded while joining the group as they continued their walk and got to know him before Spike looked up. "Twilight, was Princess Celestia going to walk with us?" The baby dragon questioned.

"I don't think so, Spike." Twilight replied. "Then, can somepony please explain why she's in her carriage pulled by her Pegasus guards and heading towards Ponyville right now as we speak?" Spike asked.

The ponies looked up to see a gold carriage with Celestia on it pulled by Pegasi in gold armor flying towards Ponyville. "Princess Celestia!" Our heroes gasped. They ran to Ponyville and followed the carriage. The Mane Six, Spike, and Thor weren't the only ones who saw the carriage; the citizens of Ponyville also saw it and stopped everything they were doing.

The carriage landed in front of Town Hall as the princess stepped out. The Mayor of Ponyville gasped and bowed. "Princess Celestia!" The Mayor exclaimed. "What brings you here so suddenly?"

"Mayor, gather all the citizens of this town right here and right now! I have an announcement to make." Celestia commanded. "As you wish, your highness." The Mayor nodded as she looked behind Celestia.

"Is there something wrong?" Celestia asked. "Well, we won't need to do that because…Everypony is already here." The Mayor answered, gesturing to the crowd. Celestia saw the citizens of Ponyville standing around and staring at them. Even Twilight and her friends went to join the crowd.

"You may begin your announcement, your highness." The Mayor said while Celestia stepped up to the podium. "Citizens of Ponyville, I come to bring you grave news…" Celestia began with a grim expression.

The crowd gasped and began nervously asking what was wrong. "We currently have a new enemy out to attack us." Celestia continued. "Luna and I discovered this enemy last night and are increasing security, so the enemy's attack doesn't hit Ponyville! The co ruler of the Crystal Empire and my former Captain of the Royal Guards will be protecting the town."

She gestured to Shining Armor who approached Celestia with some guards. "My brother's here?!" Twilight gasped upon seeing her BBBFF. "So, this is your brother?" Thor asked. "He seems like a nice stallion…"

"Of course, he is! He's very friendly towards us." Rarity said with a grin. "That's right! He and his wife, Cadance, are kind to us." Fluttershy nodded.

"This new enemy will pose a larger threat like similar enemies in the past. The enemy possesses powers that of other foes like Nightmare Moon, but is a trickster like Discord. And like Queen Chrysalis, he's sending in an army and is highly skilled at magic like King Sombra." Celestia explained.

The ponies all begin to freak out when they heard this. "Everypony, please calm down!" Celestia yelled. "WE COMMAND YOU ALL TO SILENCE!" A familiar voice screamed in the Royal Canterlot Voice.

The ponies all turned to see Luna arrive with her bat pony guards. "Thank you, Luna." Celestia nodded at her sister. "The members of this enemy's army are what we believe to be ponies who have wreaked havoc on this town in the past. Shining Armor, step forward."

"Yes, Princess Celestia." Shining Armor nodded. "My sister and I know that you created the barrier that protected Canterlot from the Changelings, but got horrible headaches from it. So, Luna and I will create the barrier for you around Ponyville." Celestia explained.

"I don't mean to sound rude, but what about Canterlot?" Shining Armor asked. "We believe that the new enemy would attack a place where I can't be at." Celestia answered. "I think he was referring to Ponyville. While I'll be in Cloudsdale or Canterlot, the enemy could strike."

"That's why you have to stay here with the guards. If it was only just one enemy, it wouldn't be a problem. Unfortunately, the forces are growing stronger right now as we speak." Luna added. "Indeed, Luna, you know a lot about this enemy as much as I do." Celestia nodded.

"Of course you both do, your highnesses." Shining Armor said as he nodded his head. The crowd began whispering to each other in wonder on what was going to happen next.

"Now, we must prepare our magic. My sister and I will put up the barrier to help this town." Luna announced to the citizens. "The floor's yours." Shining Armor nodded, moving out of the way.

Celestia and Luna closed their eyes as their horns glowed before a gold beam shot up into the air and surrounded the town. "We must leave, sister. The barrier is already up." Luna informed her sister. "You all must have faith, my subjects. Soon, this problem will be solved. Shining Armor, be careful." Celestia finished while making her way to the carriages with Luna.

"I won't disappoint you or Princess Luna, Princess Celestia." Shining Armor nodded as he gave the Princesses a salute. Then, Celestia and Luna's carriages pulled by their Pegasus and Bat pony guards soon left the area to go to Canterlot or Cloudsdale. The citizens all stared at each other, knowing that all they had to do was trust the Princesses. "Shining Armor!" Twilight yelled, running towards her brother.

"Twily!" Shining Armor grinned as he hugged his sister and greeted her friends before noticing Thor. "And who's this?"

"This is our new friend Thor! He's from Ponyheim." Pinkie answered happily. "It is a pleasure to meet you, Shining Armor." Thor greeted, shaking Shining Armor's hoof.

"Same here, Thor." Shining Armor nodded with a grin. "So, how's Cadance been doin'?" Applejack asked.

"She's doing well. She's busy looking over the Crystal Empire where it's safe." Shining Armor replied. "After what Princess Celestia said, I can see why Cadance would increase the security there." Spike commented.

"We would need to increase security around here as much as we can, Spike." Shining Armor told him. "So, the princesses left you in charge of protecting Ponyville, huh?" Twilight asked.

"Yeah, Twily. This is only the beginning though." Shining Armor answered. "Princess Celestia is in Canterlot while Princess Luna is in Cloudsdale."

"How tough is this ruffian?" Rarity asked. "Well, I…" Shining Armor began.

"Is he big, creepy, and eats other ponies?! EEEEEEEEEEEEEP!" Fluttershy yelped, jumping into the bushes when a leaf landed near her. "Sorry, Fluttershy. I bumped into this tree and one of its leaves fell off." Rainbow said sheepishly.

"It's ok, Rainbow…"

"Well, I'm not really sure what it is." Shining Armor replied. "Well, have ya seen this villain? What does he look like?" Applejack asked.

"Oh, is it a griffin? No, a Manticore; No, a Hydra; No, a Windigo? No, an Ursa Major; No, an Ursa Minor! Or is it a—"Pinkie blabbed on before she ran out of ideas. "Pinkie, please be quiet…the Princesses said that I can't say, but all I know is that this enemy is dangerous." Shining Armor interrupted while the Cutie Mark Crusaders, along with two colts named Button Mash and Pipsqueak, approached him.

"Just how dangerous is this enemy?" Scootaloo asked. "What if it's a female?" Sweetie Belle questioned.

"Could ya at least tell us if it's a he or a she?" Apple Bloom asked. "Apple Bloom's right. Would you at least tell us the enemy's gender?" Button pointed out.

"Yeah, please tell us." Pipsqueak nodded while speaking in a British accent. "Fine…it's a he. That's all I'll say." Shining Armor groaned.

"Please, we've got your back. We can take down this bad boy, whoever he is." Rainbow grinned. "I'm afraid that the Princesses and I can't allow it." Shining Armor sighed.

"Why? We've handled stuff like this before, Shining Armor." Twilight asked her older brother. "This enemy is nothing like Queen Chrysalis or King Sombra, not even like Discord or Nightmare Moon. This one's different, but has the personalities of all of them combined." Shining Armor explained.

"Shining Armor, is there something you are not telling us?" Thor asked. "Because I can help with defending this kingdom. So, can you tell us more about this enemy?"

"Thor, I'm guessing that the enemy is from your kingdom: Ponyheim." Shining Armor replied. "You do not mean it is…" Thor gasped.

"The thing I'm afraid of is that the enemy and his army we're going to face might be the same pony that killed Twilight's foalhood friend, Dinky." Shining Armor said.

This left the group in shocked silence, but not as shocked as Twilight was. The new enemy that they're going to face killed her foalhood friend. Basically, all everypony could do was know that they could trust the Princesses and hope that the barrier protects them.

Meanwhile, it was already the afternoon. But, at this moment, something wicked was coming this way. In a part of the Everfree Forest leading into the town, some suspicious characters were seen standing there and they were: Trixie, Flim, Flam, Gilda, and the Diamond Dogs. They were being led by the shadowy figure known as Loki.

"They never learn…such a pity." Loki commented with a smirk. "Shouldn't we wait?" Trixie asked.

"No, now is the perfect time to attack. You all know what we must do." Loki replied. "Yes, sir!" The army exclaimed, giving him a salute.

"Now then, is it complete?" Loki asked Flim and Flam. "Yes, it is, sir! My brother and I have finished it!" Flim answered cheerfully.

"Introducing our latest invention…" Flam began. "The Barrier Destroyer 8000!" They exclaimed, presenting what looked like a mix between giant crossbow and a slingshot with huge fireballs as ammo.

The members of the army stared in amazement (except for Gilda of course) while Loki smiled evilly.

"We did our best to build it. It launches fireballs like a slingshot and has a great range." Flim explained. "We even set up more around the town, so we can give the barrier extra damage." Flam added.

"Ugh, these two are so lame!" Gilda groaned as she facepalmed herself with her claw. "Just be grateful that they aren't singing." Trixie commented.

"Well, we shall begin right…NOW!" Loki commanded, gesturing to his army to attack.

Soon, Flim and Flam began levitating the fireballs and pulling back the slingshot while activating the other devices. BOOM! BOOM! BOOM! The fireballs began exploding once they hit the barrier.

Meanwhile, in Cloudsdale, everything seemed peaceful…until light pink clouds began smashing against the city and making it rain chocolate. Pegasi flew for their lives in panic while Luna's bat pony guards quickly escorted them into safe places.

"EVERYPONY, EVACUATE TO A SAFE LOCATION IMMEDIATELY!" Luna shouted in her Royal Canterlot Voice. KABOOM! There was a huge explosion that caused Cloudsdale to shake. The dark blue alicorn turned to one of her bat pony guards.

"What is attacking us?" She asked. "Your highness, it's…light pink clouds that are making it rain chocolate." The guard answered.

"That's impossible! Clouds are supposed to be white or dark grey and they don't rain chocolate." Luna gasped. "You better tell it to that." The guard said, pointing to the shadow of an odd yet familiar figure getting under the barrier.

"I'll handle this enemy. Go protect the citizens!" Luna commanded. "Yes, your highness!" The guard nodded sternly before flying off.

Soon, Luna flew through the barrier and came face to face with the strangest thing she's ever seen: light pink clouds with chocolate pouring out of them from the bottom were heading towards Cloudsdale.

"What's this?" She asked as she touched one of the destroyed clouds. The Princess of the Night could feel that the light pink cloud was sticky and not soft like a normal cloud.

"Cotton candy? What kind of sorcery is this? It doesn't make any sense!" Luna questioned to herself while wiping off the cotton candy off her hoof. Then, she realized that it was almost…chaotic and discorded.

"BWAHAHAHAHAHA! But what fun is there in making sense?" A familiar voice cackled from within the clouds. "Who are you?! Show yourself!" Luna demanded while looking around.

"Remember me, Princess Luna? It's been a long time since we fought." The voice asked as it appeared in front of Luna. It was none other than Discord who showed up. "It's been a thousand years actually." Luna commented. "You're not welcomed here, Discord!"

"Oh, I'm hurt by your words…" Discord said sarcastically. "How you were set free?" Luna asked with a stern expression.

"Let's just said I made a new friend and I'm having a lot of fun making chaos here!" Discord exclaimed happily as he rubbed his paw and talon together in a menacing fashion. Then, it all came clear to Luna: the cotton candy clouds that were making it rain chocolate were all part of Discord's doing.

"You're not going to get away with this!" Luna yelled. "Oh, says the mare who was jealous of her sister and became a being of darkness." Discord scoffed. "Tell me right now: is Nightmare Moon influencing your choices?"

"No! The wielders of the Elements of Harmony got rid of her and it's none of your concerns! It wasn't my choice, it was the Nightmare Mist that possessed me!" Luna snapped. "What can you do now? When it took you and your older sister to defeat me with the Elements of Harmony?" Discord asked.

"You'll just have to see how much things have changed." Luna said with a determined expression.

Meanwhile, in Canterlot, the Royal Guards were busy guarding the citizens in their homes and keeping them off the streets because a bunch of soldiers in black armor with green designs were wreaking the city.

"ENOUGH!" A voice shouted before a light yellow beam was fired down and blew up a spot where the soldiers were which knocked them back. "You clumsy oafs, get up!" A voice yelled in a gruff Australian accent from above.

"Who are you?! Show yourself!" Celestia snapped. "I'm General Shield Strike, commander of the soldiers that are destroying your city and the strongest warrior in all of Equestria." A Pegasus stallion with light purple eyes, a dark grey-blue mane, and white coat dressed in the same armor as the other guards, but with a larger black helmet with green designs and a griffin's feather sticking from one side of the helmet with a light red shield with swords across it as a cutie mark answered with a smirk, landing in front of Celestia.

"YOU'RE part of this attack on my subjects?!" Celestia snarled. "That is a yes and no." General Shield Strike answered smugly as stroked his chest with his hoof. "You have to know the basics, but I won't tell you what they are."

"So, you are working with the enemy?" Celestia asked with a stern expression. "Yes, of course." General Shield Strike replied.

"You shall not harm my subject or else you and your soldiers will be thrown in prison for life!" Celestia yelled. "Oh, how lovely…" General Shield Strike smirked. "Soldiers, form your ranks!"

The soldiers quickly ran over and got behind their general. "Now prepare, Princess…for you are about to face the strongest warrior in all of Equestria and his soldiers!" He yelled.

Soon, Celestia was firing spells at General Shield Strike's soldiers while General Shield Strike yelled at the soldiers for being clumsy oafs and ordered them to get up and fight. Unknown to the princess and the guards, some patches in the dirt were moving towards Canterlot Castle. Under the ground were some Diamond Dog soldiers digging underground without being spotted.

Back in Ponyville, everything seemed peaceful…until the citizens started noticing something was wrong with the barrier. Suddenly, something hit the barrier with a loud BAM! which shook the entire town. Everypony looked up in shock as they realized that Celestia was right: the new enemy was attacking them. Worst of all, they saw that there were cracks on the barrier's surface.

"EVERYPONY, TAKE COVER! IT'S EQUESTRIA WAR 2 AGAIN!" Granny Smith yelled while covering herself with pots for some reason. "AHHHHHHHHHHHHHHHHHHH!" Everypony screamed.

"Everypony, take cover in your homes!" Shining Armor commanded. BAM! BAM! Many ponies looked up in horror and saw the attack on the barrier, noticing the cracks.

"Oooooh! Look at those flaming dodge balls!" Pinkie pointed out excitedly. "Pinkie Pie, I don't think those are dodge balls." Rarity said nervously.

BOOM! Without warning, something landed in front of the Mane Six, Spike, and Thor which they dodged and caused a small fire to start.

"Eeep! Something got through the barrier!" Fluttershy yelped, backing away from the fire. "Wait a second…" Applejack said while putting out the fire with her hat and putting it back on when she was done. "I know what was launched at the barrier, it was a fireball."

"They're bombing us with fireballs?!" Rainbow asked with a puzzled expression. "These fireballs were summoned with some sort of magic. I can sense it." Twilight replied as she examined the burnt area where the fireball landed.

"That is what is destroying the barrier. It is breaking even from the princesses' barrier spell!" Thor exclaimed in shock. "Oh boy, this looks bad…" Spike commented.

"Oh, just thinkin' of those varmints usin' fireballs to attack the town for an attack has gone too far!" Applejack growled while staring up at the fireballs hitting the barrier as more cracks appeared.

Back outside of the barrier, Loki was watching the attack from the shadows; many of the fireballs from Flim and Flam's invention were damaging the barrier piece by piece.

"Look, we're hitting them hard!" Spot pointed out. "But it's still holding!" Fido exclaimed.

"Then, it is time we destroy the barrier faster while Princess Celestia and Princess Luna are busy." Loki smirked. "The hour is finally at my hoof's grasp…"

He aimed his horn at the barrier. "GRAHHHHH!" Loki roared out, firing a spell at the barrier. BOOM! Then, the barrier began to form even more cracks.

Shining Armor looked up at the barrier in shock and saw the damage it took. The Mane Six, Spike, and Thor looked up as well. The Royal Guards were standing with their spears ready when the ground shook again. "It's time we deal with these enemies." Spike suggested as the group nodded in agreement.

"RARGH!" Loki growled, finishing his work. He looked and saw that the barrier was starting to shatter, just as he planned. "Yes…it is fading…" He smirked.

Twilight noticed that things weren't looking so well, so she led her friends to where the chaos was happening. "Twilight, where are we going?" Rarity asked. "We have to get to the front line! Princess Celestia's guards can't hold this alone!" Twilight answered.

"Alright, we need to help out! Let's go!" Spike commanded. Soon, the group ran passed some terrified ponies that were running from the chaos.

The barrier had turned bright orange as the shattered remains vanished. Trixie lifted her hoof to get a tiny piece of the barrier's remains and it vanished. "It's down." She told the army. "Then, go and inform them of our arrival!" Loki commanded as he waved his right hoof out.

Suddenly, Riders of Doom from the Legend of Zelda: Ocarina of Time trailer began playing as Loki and some of the members of his army prepared to storm Ponyville. The army began running ahead, but stopped as they noticed that only Loki stayed behind. "Aren't you coming?" Rover asked.

"I shall catch up…when the moment is right." Loki answered from the shadows. The other members of the army were unsure of this, but shrugged, knowing that their leader will join them later. Trixie charged into the town, Gilda flew through the air, Flim and Flam got onto one of their Barrier Destroyers and rode off, and the Diamond Dogs ran off. Loki smiled evilly, knowing that soon he'll step out of the shadows and make the ponies fear him.

At the moment the barrier shattered, outside of Ponyville, a group of figures were appearing out of the smoke from the attack. Many ponies began running away from whatever was coming out to attack their village. Slowly, each figure came out of the smoke while each member of the Mane Six and Spike reacted differently while Thor, not knowing any of these figures, levitated his hammer up while giving the figures an angered expression. The first figure was a creature that had the body of a lion, talons, wings, and the head of an eagle which turned out to be…Gilda.

"No way…GILDA?!" Rainbow gasped. "Hey there, Dash. Still hanging out with your lame friends?" Gilda asked.

"Hold it! That meanie griffin Gilda is working with the enemy?" Pinkie asked in shock. "Ugh, I'm surprised that the annoying pink pony is smart enough to know that I'm part of the villain's club." Gilda sighed in annoyance.

"And she doesn't appear to be the only member of the army." Rarity groaned as the Diamond Dogs came running in. "Well, if it isn't the whiny pony that forced us to give up our gems!" Spot snarled in annoyance.

"She's hard to handle with!" Rover commented, remembering Rarity whining to him and his friends. "And hard to deal with!" Fido added.

"Oh brother, the new enemy has THEM for his army." Spike growled in annoyance. "Well, well, well, if it isn't Twilight Sparkle…" A familiar voice mused from inside the smoke cloud.

"Wait, I know that voice…" Twilight commented while looking around. Then, the voice's owner appeared out of the smoke. "The Great and Powerful Trixie has arrived!" She announced.

It was none other than Trixie. "Oh great! The enemy added the showoff to his army!" Rainbow groaned. "I wanna which one of ya'll were harmin' this town!" Applejack demanded.

"Well, look who it is, dear brother, it's Applejack." Flim commented. "I remember her. Where's the rest of her family?" Flam asked.

Then, coming out of the smoke, was a large machine mixed between a crossbow and a slingshot that Flim and Flam were riding on which made the ponies shocked. "Eeep! W-What's that?!" Fluttershy yelped. "Our latest invention, the Barrier Destroyer 8000. It has fireballs we summon as ammo; we load them and…" Flim began.

"Then, we fire it at the barrier until it's down." Flam finished proudly. "Oh, it wasn't enough for you fellas wanted to take our farm and Apple business! But now you've been launchin' fireballs at innocent ponies?! That's crossin' the line!" Applejack shouted.

"So? It's just our business!" The brothers retorted. "Is there anypony else in this army? They must show themselves!" Thor demanded angrily.

"Let's just say that there are more of us than you think." Gilda said to him. "Yes, this is not all of us." Spot nodded.

"Right, there are two more of us." Fido agreed. "And one of them is our new leader that we Diamond Dogs are following for an award." Rover chuckled evilly as he rubbed his paws together sinisterly.

"Two more enemies?" Sweetie Belle repeated. "Who are they?" Apple Bloom, Scootaloo, Pipsqueak, and Button asked at the same time.

"They are currently dealing with your princesses now." Trixie smirked. This made the ponies gasp in shock. "You WILL tell us who you all are working for and surrender to Princess Celestia's Royal Guards! As prince of the Crystal Empire, I won't let you harm this town!" Shining Armor commanded.

"Ah, Prince Shining Armor…as protective of your kingdom as ever, I see." An evil voice hissed. Then, as if things couldn't get any worse, it did. A dark green flash of light suddenly appeared in front of the army and the citizens of Ponyville. The ponies moved back in fright as a shadowy figure appeared from the flash which vanished and freaked everypony out. Judging from the shadowy figure standing in front of the army, this was the new enemy. It was Loki and it seemed that Shining Armor was gritting his teeth while Thor levitated his hammer out with an angry expression, even though he knew that the shadowy figure sounded…familiar. Even the background music stopped. But what was almost scary was that only his face and body was hidden, but his voice was heard and it delivered an incredibly painful memory to one certain unicorn. "AHHHHHHHHHH!" Twilight screamed. Everypony tried to remain calm as the enemy stared at them all.

"Spike, go take the foals and hide!" Twilight commanded to Spike sternly. "Why?" The Cutie Mark Crusaders, Button, and Pipsqueak asked.

"But I wanna help!" Spike whined. "NOW!" Twilight snapped angrily.

"Um…ok! Come on!" Spike said, dragging the foals into a nearby bush. Everypony stared at Spike who was soon in the bush with Apple Bloom, Scootaloo, Sweetie Belle, Pipsqueak, and Button before turning their attention to Loki with fearful expression, afraid of what he might do to them.

"Citizens of Ponyville!" Loki announced. "I give you my greetings and see that you have already met my army."

The army gave the ponies evil smirks, causing them to gulp and back up nervously. "I am Loki of Ponyheim and I am burdened with glorious purpose. As you can see, I am also the leader of my army behind me. My reason for arriving is simple, I want the Elements of Harmony! And also, to kill a certain group of heroes…they are Twilight Sparkle, Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Spike. Even my brother, if he is here." Loki explained while looking around for his brother.

This caused more ponies to gasp in horror. The ones who seemed pretty angry at this were Shining Armor and Thor. "Give into these demands and all of your lives shall be spared." Loki continued. "If not, you shall be crushed!".

He pounded his hoof on the ground, causing a twig he stepped on to snap. This caused the citizens of Ponyville to scream in horror. "Now see here, Mr. High and Mighty! Ya can't just go around threatenin' everypony!" Applejack yelled as she pushed through the crowd. "She sure is brave to stand up to Loki like that, don't you agree, brother?" Flim asked.

"More like a foolish decision." Flam answered. "I assume that you are Applejack, one of Twilight Sparkle's friends?" Loki asked.

"I am and that's the honest truth!" Applejack replied before she realized something. "Wait, how do ya know my name and my friends' names without even askin' for 'em?"

"Let us just say that I have my ways. I see why the Elements chose you…you are truly honest." Loki mused. Suddenly, without warning, he fired a spell at Applejack which sent her flying. "GAAAAAAAAAAAAAAAAAAAAAAAAAH!" The orange Earth Pony screamed before she hit a nearby tree.

"Applejack!" Apple Bloom yelled, running out of the bushes and towards where Granny Smith and Big Macintosh were. "NO!" Spike shouted.

"Now, don't do nothin' foolish, younglin'!" Granny Smith scolded. "Big Mac, help me settle 'er down before she starts actin' like a crazy hero…um, Big Mac?"

"Eenope!" Big Macintosh said, charging through the crowd. "Oh boy…" Granny Smith groaned as she facehoofed herself and tried to keep Apple Bloom under control.

"Ugh…" Applejack yelped. "Applejack!" Rarity exclaimed, running over with Rainbow, Fluttershy, and Pinkie while Twilight glared at Loki and Thor gritted his teeth.

"Are you alright?" Fluttershy asked Applejack nervously. "Speak to us! Say something! ANYTHING!" Pinkie yelled as she shook Applejack.

"Ugh, I ain't deaf, ya'll!" Applejack groaned. "Interesting…more of Twilight Sparkle's friends: Rarity, Fluttershy, Rainbow Dash, and Pinkie Pie." Loki remarked in an amused tone.

"You looking to pick a fight, shady?! Then, we'll fight!" Rainbow shouted. "But how do you know our names without even asking us what they are?!"

"Rainbow, don't be hotheaded to go out there without thinkin' about it first. And to answer your question, he has his ways apparently." Applejack warned. "If nopony shall move…" Loki began, but noticed Big Macintosh running towards him. He shrugged and watched the angry red Earth Pony was charging at him.

"Oh no ya don't!" Big Macintosh exclaimed. Loki then moved out of the way as the Earth Pony charged at him. "All guards, aim your spears and fire at will!" Shining Armor commanded.

"Isn't his name Loki and not Will?" Pinkie asked. "Pinkie Pie, it's a saying. He doesn't mean it literally." Rarity explained.

"FIRE!" Shining Armor screamed. The guards aimed their spears at their target before…WOOSH! WOOSH! WOOSH! "Hahahahahaha, foal's play…" Loki smirked as he flipped over the spears and dodged them Matrix style.

"Well, that's something you don't see every day." Spike commented. The attacks continued, but the spears couldn't hit Loki until he vanished.

"Cease attacking!" Shining Armor commanded when Loki teleported away. "Did we get him?" Rainbow asked.

"I think we did…what a relief." Rarity sighed. "Um, I hate to ruin our victory, but why aren't they upset that we took down their leader?" Fluttershy asked nervously, drawing everypony's attention to the army.

"Fluttershy's right. If I were them, I would be pretty disappointed if my leader was taken down, but they look like they're ok with it." Pinkie agreed. They didn't even react when Loki defeated Applejack, but now they were…smiling evilly.

"I don't know, but there's somethin' ain't right. It's like they see their leader get beat up as if it were nothin' or an everyday occurrence." Applejack nodded as she got up.

Suddenly, as Twilight watched from her spot, she felt somepony bite onto her tail and began swinging her around. "WHOOOOOOOOOOOOOOOOOOOOOAAAAAA! WHOOOOOOOOOOOOAAAAA!" Twilight screamed, getting swung around in circles.

"TWILIGHT!" The other members of the Mane Six, Spike, the Cutie Mark Crusaders, Button, Pipsqueak, Shining Armor, and Thor screamed while running after their friend who was currently being levitated by a dark green magic aura that flung her away. "AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" Twilight screamed before she was sent flying.

"GAH!" She yelped as she landed in front of Town Hall. Then, the flash of dark green light appeared again and the shadowy figure known as Loki stepped out.

"What now, your highness?" A random Royal Guard asked. "Aim your spears at Loki, but don't fire until I say so! I don't want my sister to get hit!" Shining Armor commanded.

"That was most surprising, citizens of Ponyville…" Loki chuckled evilly, turning to Big Macintosh. "I see that you have a strong fighter in your town. What is his name?"

"His name is Big Macintosh, ya villain!" Apple Bloom snapped. "Yeah! And he'll beat you up if you hurt Applejack!" Scootaloo yelled.

"And throw you around!" Sweetie Belle added. "And kick your flank into next week!" Button shouted.

"And get you out of here!" Pipsqueak yelled. "Now, younglins', please stop before ya'll make things worse." Granny Smith scolded them.

"I shall remember that name…Big Macintosh, such a simple name for a petty stallion who works on a farm." Loki smirked. "Hey, don't saw that about Big Macintosh!" Derpy yelled from the crowd.

"Fascinating, you have a crossed eyed Pegasus as well. I must say, you have a marvelous group of ponies living here…" Loki mused. "You are all showing resistance and we cannot have that now, can we? Let me find an example."

With an evil smile, he pointed his hoof at Twilight. Twilight gasped as she saw that Loki was pointing at her. "Loki, if you even DARE harm my sister, I swear I'm gonna…" Shining Armor threatened.

"Fascinating, the prince of the Crystal Empire defends his sister, Princess Celestia's student!" Loki remarked. "HAHAHAHAHAHAHAHAHAHAHA!" The army laughed behind him.

"If you kill Twilight, then you'll have to go through me." Shining Armor threatened. "You better include me!" Rainbow declared.

"And me." Applejack nodded. "Me too!" Pinkie added with a grin.

"And me." Rarity said. "And me!" Fluttershy exclaimed.

"And me." Spike added. "Eeyup!" Big Macintosh nodded in agreement.

"And me too!" Derpy added. "And me." Thor said.

"AND US!" The citizens yelled. "You ponies get overly protective when a member of your town is in danger, but that only shows that you are all fools!" Loki snarled in anger.

"Oh shut up!" Spike shouted.

"Well, well, well, a dragon. I have never seen one before. You must be Spike, I assume?"

"Yeah, you better think twice before messing with me!" Spike yelled as he balled his claws up into fists. "How did you even know my name without even asking for it?!"

"Like I said to Applejack, I have my ways. It seems that you all are strong in muscle and spirit, but lack brains." Loki commented darkly. Big Macintosh grunted and charged in to save Twilight, but Loki fired a spell at him, sending the red Earth Pony flying. The villain smirked and stated, "That may have worked before, but it no longer does. But perhaps, with the demand of the Elements of Harmony still needed, I may rethink on killing you, Twilight Sparkle, for something else!"

"Ugh, and that would be?" Twilight asked while she got up. "Tell me where the God of Thunder is in this town!" Loki demanded angrily. That demand made Twilight freeze in shock.

"I-I don't know what you're talking about." She stammered. "What God of Thunder?" Pinkie asked as if she was playing dumb with him.

"Do not toy with me, you two! I know all about a peach colored alicorn stallion with blue eyes and a blonde mane currently standing among you ponies!" Loki snapped. "I wonder where this creep got this information on Thor's location…" Rainbow commented.

"Apparently, this brute must have a grudge on Thor for some reason…" Rarity answered with a groan. "Like I told Applejack and Spike, I have my ways. NOW, TALK!" Loki growled, turning his attention back to Twilight. "WHERE IS THE GOD OF THUNDER?!"

"I'll never tell you!" Twilight yelled with a stern expression. "Then, you shall suffer a slow, painful demise…" Loki snarled in a low hissing voice.

Time seemed to have slowed down as Loki's horn glowed while he pointed it in Twilight's direction. Many of the lavender unicorn's friends were trying not to move until…"NOOOOOOOOOOOO!" A voice shouted which broke the silence. BAM! A silver hammer with a brown handle came flying in out of nowhere so fast that Loki didn't even notice it.

"GRAHH!" Loki shouted, dodging the hammer. Many of the ponies gasped in shock while seeing what happened and who walked in on the scene. While Twilight was being helped up by her friends, along with Spike, Big Macintosh, and Derpy, Shining Armor had the Royal Guards block off the army to prevent them from helping their leader or escaping.

As Loki recovered from the surprise attack, it showed a pony standing in between him and Twilight and it was the pony that Loki was looking for: Thor. And the alicorn looked extremely angry at Loki for what he was trying to do to one of his new friends.

"Listen, you villain! I do not know what you are planning to do despite that you sound familiar, but I command you to leave my new friends ALONE!" Thor demanded. "Thor!" Rarity gasped in shock.

"Boy, that fella sure is brave!" Applejack commented. "Yeah, did you see how he threw his hammer at Loki without him even noticing it?!" Pinkie exclaimed with a smile while jumping up and down.

"He saved Twilight. He's very brave!" Fluttershy smiled. "Meh, I could've done better, but I'll give him credit." Rainbow shrugged.

"Thor…" Twilight gasped in shock. Soon, time seemed to have frozen again when Loki growled in annoyance in seeing Thor.

"Looks like Loki's getting annoyed. That doesn't really surprise me. It's like they've known each other their entire lives." Spike commented. Thor levitated his hammer up and said angrily, "I know you are an evil villain trying to harm my new friends and the citizens of this town, but do you, a citizen of Ponyheim, know who I am?"

"Yes, you shall bear witness to who I AM as well!" Loki smirked as he walked out of the shadows. "AHHHHHHHHHH!" The citizens of Ponyville screamed.

"Whoa, I don't know if I should be scared or shocked!" Spike gasped. It showed that the villain had the features of a pony.

He was an alicorn stallion with emerald green eyes, a neck length and slightly choppy jet black mane, and a light gray coat with a gold staff with silver blades and a dark blue gem in the center of the blades as a cutie mark wearing a black and gold collar that had a gold shoulder pad on one side with a dark green cape attached along with black sleeves, a black and gold chest plate, and gold armguards on the sleeves. This pony, this was Loki, the God of Lies and Mischief.

Thor gasped and levitated his hammer onto the ground while approaching the evil villain. Suddenly, he wrapped his hooves around him in a…hug.

"Ugh, make it stop!" Spike shouted. "Is it just me or is Thor hugging Loki?" Derpy asked.

"Eeyup, he is!" Big Macintosh nodded. As you can imagine, it was pretty awkward for everypony to see.

"Brother! I missed you so much!" Thor exclaimed happily. "Get off of me!" Loki retorted. He shoved Thor off of him and looked in the opposite direction.

"Brother?!" The citizens of Ponyville repeated in shock. "THIS IS YOUR BROTHER?! FOR REAL?!" Twilight and her friends demanded.

"Awkward…" Spike muttered. Many of the citizens and even the villains were chatting up a storm at what they were seeing while some chose not to.

"Ugh, like, I can't believe this!" Diamond Tiara scoffed with an annoyed expression. "What is it, Diamond Tiara?" Silver Spoon asked.

"That everypony is scared of an alicorn who is Thor's brother!" Diamond Tiara groaned. "Well, the only way I can tell that they're related is that they're both Alicorns." Silver Spoon pointed out.

BOOM! Then again, something went wrong. A spell was fired and blew up the spot where the fillies were standing. "AHHHHHHHHH!" The two snotty fillies screamed while hugging each other and seeing Loki with his horn glowing.

"A lesson for you two to learn: Looks are deceiving. And lastly, never insult a being more powerful than you unless you have the intelligence to stay ALIVE!" Loki snarled. Diamond Tiara and Silver Spoon ducked behind Filthy Rich in fear.

"Whoa, for Thor's brother, he's pretty creepy!" Scootaloo commented. "Well, they DID make him angry." Sweetie Belle pointed out.

"But why is Thor's brother doin' this?" Apple Bloom asked. "I don't know. Maybe he has some sort of sibling rivalry with Thor." Button answered with a shrug.

"Or it could be something that happened between them in the past." Pipsqueak guessed. "Well, young ones, we don't know." Granny Smith said.

Soon, Loki turned his attention back to the citizens of Ponyville and yelled, "To all you ponies, listen to me now! Your deaths shall be a slow and painful process!"

"AHHHHHHHHHHHHHH!" The ponies screamed. Loki yelped as he dodged a light green fireball that went over him. He glared at Spike who retorted, "Where did you get that quote 'Villains for Dummies'?"

"I shall deal with all of you another time. My army, we shall fall back!" Loki commanded to his army. "Wait, as in retreating?" Gilda asked.

"Why leave when winning?" Fido questioned, scratching his head in confusion. "Yes, why leave now?" Spot added.

"Diamond Dogs want answers!" Rover yelled.

"Because we have made our intentions clear and there is nothing that can stand in our way." Loki replied with an evil smile. "We have announced their doom, so they can have a moment to live before we exterminate them all."

"Well, it seems our business is done here for now." Flim commented. "It seems that there's no reason to stay at all." Flam added.

"Yes, we do have a few things prepared, right, Trixie?" Loki asked. "Of course, Loki." Trixie nodded.

"You're not going anywhere! I have the entire place sealed off!" Shining Armor yelled as he gestured to the Royal Guards who were blocking all of the exits. "Then, we shall use the easier way…magic." Loki said while his horn glowed and made something happen.

Suddenly, the army began vanishing, except for Trixie who teleported away. "Your highness, they've vanished!" A Royal Guard told Shining Armor. "Grr…" Shining Armor growled in annoyance.

"Hahahahahaha!" Loki laughed evilly. "Loki!" A voice shouted in which Loki turned to see…Thor in anger and shock over his actions.

"Thor, wait! Don't go near him!" Twilight warned. "Twilight, he is my brother. I must convince him to stop these horrible actions." Thor said.

"Why, this is highly surprising that you left Ponyheim…still, you want to defend this kingdom when you are not a citizen or an heir to the throne here." Loki commented. "Our father would have thanked us…if you were not evil." Thor said.

"YOUR father." Loki corrected in irritation. "Thor, tell us the truth. Is Loki your brother or not?" Rainbow demanded.

"He's adopted." Thor replied with an honest expression. "Loki!" Shining Armor yelled to the villain.

"Ah, Prince Shining Armor…" Loki smirked. "We shall meet again…in time!"

With that, Loki vanished in his flash of dark green light. Many of the citizens were afraid that Loki and his army were going to come back to kill them all. Shining Armor saw this and sighed, knowing that he would have to keep them all under control. "So, what are we going to do about the army and their boss?" Spike asked.

Meanwhile, things were heating up between the Luna vs. Discord battle up in Cloudsdale. Oddly shaped objects were colliding against the clouds. Right now, Luna was standing on a cloud, glaring at Discord who was creating chaos.

"Well, Princess Luna, I'm impressed…and I'm almost never impressed. You managed to dodge all of my chaotic creations. BWAHAHAHAHAHAHA!" Discord commented. "I'm not done with yet, Discord!" Luna snapped with a determined expression.

"Well, I wonder how chaotic it would be if you became Nightmare Moon again." Discord said. "I'd rather die instead of becoming that horrible being of darkness again!" Luna retorted.

"Very well, have it your way." Discord shrugged, snapping his talons and making a huge ball of energy. "Prepare to meet your—"

BEEP! BEEP! BEEP! "Oh, hang on sec, I've got a call." Discord said while summoning a telephone and talking to some voices on the other end. "Yeah, uh-huh, uh-huh, oh really? I see…see you back at the castle!"

Discord made the phone vanish as he hung up and replied, "Well, Princess Luna, it seems that our playtime is up."

The Draconequus summoned a pocket watch and dropped it while watching it land god knows where. "What kind of game are you playing?" Luna asked.

"No game, I just have to return to my boss, that's all." Discord answered. "Until we meet again, Princess Luna! HAHAHAHAHAHAHAHA!" He waved goodbye as he vanished through the clouds.

"Discord seems stronger ever since Twilight and her friends defeated him…perhaps that God of Lies and Mischief had something to do with it." Luna muttered to herself.

Meanwhile, there was destruction in the streets of Canterlot as the battle between Celestia and General Shield Strike continued. A lot of General Shield Strike's soldiers were trying to get up while their commander yelled at them to get up while calling them 'clumsy oafs'. Right now, the two were staring down, not making a move before charging at each other.

"RAAAAAAAAAAAAAAAAAARRRRRRRRRRRRRRGGGGH!" Celestia cried out as she charged at General Shield Strike with her horn glowing. "ARRRRRRRRRRRRRRRRRRRRGGGGGGGGGGH!" General Shield Strike yelled, charging at Celestia with his spear out.

POW! Celestia fired a spell right when they clashed which caused the two to be sent flying. "Well, that was some explosion you caused, Princess Celestia." General Shield Strike smirked while he got up. "Save your flattery, General Shield Strike. I've already defeated half of your soldiers that you call 'clumsy oafs' surrender now!"

"My soldiers may be clumsy, but HE made us into his all-powerful army!" General Shield Strike declared. "Explain, was this pony that made you and your soldiers into his all-powerful army named L—"Celestia began, but was interrupted.

Suddenly, the soldiers all began to form their ranks behind General Shield Strike which caught Celestia by surprise.

"It seems that our battle is done for now…" The white Pegasus smirked. "Oh, if you're the strongest warrior in all of Equestria, you really think it's polite to leave your opponent after a battle?" Celestia asked sarcastically.

"No, but my leader needs me." General Shield Strike said with a wicked expression. "Beside, you would want to check up on your sister and your subjects."

"What?! General Shield Strike, stop! What do you—"Celestia began to demand. "Soldiers, move out!" General Shield Strike commanded.

"Yes, sir!" The soldiers nodded as they vanished with their commander, leaving Celestia and her guards in the carnage of the streets. "They must've been teleported back to their hideout. I think Loki had something to do with it…" Celestia muttered to herself. "I have to see if my sister and my subjects are alright!"

She flew off to Ponyville, not knowing about what was happening underground.

Back in Ponyville, after Loki and his army vanished, everypony was still a little freaked out. The Mane Six, excluding Twilight, were helping out the citizens of Ponyville with recovering from the invasion.

Pinkie was trying to cheer them up and make them smile by doing funny stunts and telling jokes. Fluttershy was helping out the wounded ponies that were injured during the attack.

Rarity was selling some clothes she made to cheer up the civilians. Applejack and Rainbow were carrying medical supplies to Ponyville Hospital.

Apple Bloom, Scootaloo, Sweetie Belle, Button, and Pipsqueak were helping Granny Smith and the Cakes give out treats. Shining Armor and the guards were patrolling the area in case the army would come back to attack.

At this time, Twilight was standing with Thor, Spike, Big Macintosh, and Derpy. "Twilight, are you going to be alright?" Thor asked with a worried expression while noticing Twilight's grim expression. "Yeah, you were a little freaked out back there." Spike nodded in agreement.

"I'll be alright, you two, really." Twilight reassured her new friend and assistant/adoptive brother/adoptive son.

"But you didn't look so good, Twilight." Derpy commented. "Eeyup." Big Macintosh nodded.

"Thor, what was that all about earlier? How did Loki know our names without even asking for them? I know that he told Applejack that he has his ways when she asked him, so what's the big deal about it?" Twilight asked. "Alicorns, gods in particular like Loki and I, can read minds of ponies they meet. I just realized that when I came to Ponyville, Loki's rage followed me here. It is not only power he is interested in, it's vengeance upon me." Thor explained sternly.

"Awkward much?" Spike asked in confusion.

Meanwhile, however, something unexpected and unannounced was happening in a secret chamber in Canterlot Castle where the Elements of Harmony were kept. A flash of magenta light appeared in front of the Diamond Dog soldiers and the figure who stepped out of the light and gestured the soldiers to follow them. The figure approached the doorway and placed it's horn on the hole on the secret door that only a unicorn or an alicorn can unlock, but only Celestia or Luna can do this. However, the figure made the door open. A flash of light appeared when the door opened revealing the figure to be…Trixie.

"Ah, here they are, just as Loki said they would be!" The light blue unicorn declared as she saw a dark blue box with gems on them. "I sure did marvelous with the invasion, but now, I, The Great and Powerful Trixie, shall have my leader corrupt the most powerful magical objects known to ponies!"

She levitated the box over and opened it, revealing five necklaces and a 'big crown thingy'. These were the Elements of Harmony, the magical objects that Twilight and her friends wield whenever there's danger.

"They say that only Princess Celestia or Princess Luna can get into this powerful chamber, but that doesn't matter now." Trixie chuckled evilly to herself.

She levitated a gem that was the size of a pistachio out from under her hat and muttered, "With this Holo-Stone, I shall tell Loki that my mission is accomplished! Should you corrupt it now, Loki?" A hologram of the villain appeared and smiled evilly.

"Yes, you let me corrupt them!" He hissed. Trixie nodded and levitated the box with the Elements inside and opened it while the hologram of Loki fired a spell at them, causing dark green mist surrounded them and vanished.

"You have done well, Trixie. The second part of my plan is complete!" Loki's hologram grinned. "Then, that means that the first part of your plan of distracting our enemies is also complete." Trixie nodded.

"Now, return to the rest of the army and I back at the castle and teleport out with the Diamond Dog Soldiers. Be sure to seal off the tunnel as well before you leave. I do not want the Princesses to know about this." The hologram commanded. "As you wish, Loki!" Trixie nodded, sealing off the tunnel.

"Soon, the time shall be near…" Loki's hologram smirked. "When the extinction of the pony race is done by my army and I shall rule Equestria! BWAHAHAHAHAHAHAHAHAHAHAHAHAHA!"

Then, the hologram vanished back into the Holo-Stone and Trixie levitated it back under her hat before teleporting out of Canterlot Castle with the Diamond Dog soldiers.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Odin, Laufey, Loki, and Bor belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart.

Celestia flew to Ponyville as fast as she could. The white alicorn had just been told by her sister about Discord's return and how he's possibly sided with the enemy. The two sisters landed in Ponyville, seeing the wreckage from the invasion.

"It's just as we feared, Luna. Loki has attacked the town." Celestia sighed sadly. "He and his army must've distracted us while we were defending Canterlot and Cloudsdale! Where are Twilight and her friends?!" Luna exclaimed.

"We're right here." Twilight replied as she walked over with the other members of the Mane Six, Thor, Spike, the Cutie Mark Crusaders, Pipsqueak, and Button. "It was horrible; you two wouldn't believe what happened…"

"We were attacked by Thor's adoptive brother and his army!" Pinkie shouted, making the Princesses' eyes widen slightly. "Calm down and tell us what happened." Celestia commanded.

The Mane Six, Spike, and Thor explained everything that happened from the barrier's collapse to Loki and his army's retreat.

"Apparently, our old enemies have sided with this creep who calls himself Loki. He's from Ponyheim. The members of his army are Gilda, Flim, Flam, the Diamond Dogs, and that showoff Trixie!" Rainbow explained. "I'm glad that fiend didn't destroy the entire town if it weren't for Thor." Rarity sighed in relief while nodding in Thor's direction.

"Thor, why does Loki hate you so much?" Fluttershy asked Thor nervously. "Sister, what's going on?" Luna questioned.

Celestia saw the ponies gather around her like they did last time, but their expressions were scared and hopeless instead of curious. The princess looked down sadly and knew what she had to say to them.

"I think it's best that we discuss this at the castle in Canterlot." She said with a grim expression. "Anypony who wants to stay in Ponyville is welcome to help repair the town. As for those of you who want to come to Canterlot…"

Some ponies decided to stay behind, but the ponies that decided to come were the Mane Six, Spike, Thor, and some other ponies who stood around the Princesses and Shining Armor. "Keep an eye out for trouble." Shining Armor commanded the guards before teleporting the Princesses and the ponies to Canterlot Castle.

At the Princesses' old castle, Gilda was a bit annoyed as she flew into the throne room while snapping, "What gives here?! We were so close to wiping them all out! At least we could've killed Rainbow Dash!"

"Exactly, we still owe her and her friends for the pain they've caused us." Trixie nodded.

"Everypony, you shall have your chance to kill them. Remember, the plan was to distract them with the invasions." Loki said calmly. "Granted, I wanted to finish off Twilight Sparkle and her brother."

He growled angrily and began pacing around while grumbling to himself. "You seem upset, but that's good." Discord commented.

"You would be too if you found out that your adoptive brother is working with the wielders of the Elements of Harmony!" Loki snapped. "Loki, you never told us you were adopted." Trixie commented.

"I am the son of a Frost Pony. That is all I will say." Loki grumbled to Trixie. "But still, a powerful alicorn like yourself who was abandoned as a foal and founded by Princess Celestia who gave you to Odin for him to raise you as his son would be impossible to get the throne since Thor is the oldest and he was there before Odin took you in." Trixie explained.

"Thor and I are not brothers by blood." Loki said. "Too bad that we didn't kidnap that dragon too." Gilda commented.

"He is a fool for calling me a 'dummy' whatever that means …" Loki grumbled. "Well, aren't we in a tempered mood?" Discord asked.

"Enough of this discussion, it is time we talk about some important matters." Loki commanded. "General Shield Strike!"

"Yes, sir?" General Shield Strike asked while approaching Loki. "How is our army doing?" Loki questioned in a dark tone.

"The Diamond Dogs and their soldiers are currently helping Flim and Flam with building their inventions and my soldiers are currently planning our next strategy." General Shield Strike answered.

"Excellent, then it shall not be long for us to plan our revenge." Loki smirked. "But remember the plan I commanded. Once the moment is right, the third part of our plan shall be at our grasp."

"Yes, Loki!" The members of his army nodded.

Meanwhile, the Princesses of Equestria had teleported with some of the ponies into the throne room in Canterlot Castle. Some of the ponies were panicking and asking questions while Luna commanded, "Everypony, calm down! This situation has gone to Code Red!"

"When the hay did we develop a terrorist system?" Dr. Hooves asked with a concerned expression. Celestia waited patiently until everypony was quiet before she spoke up.

"The kingdom has faced great threats in the past." Celestia began grimly. "From night, chaos, greed, to darkness. And, thanks to Twilight and her friends, they've been defeated. But this time…we're doomed because Loki will attack us."

"Who's Loki?" Derpy asked.

"The God of Lies and Mischief from Ponyheim, Equestria's neighboring kingdom. He's planning on taking over Equestria with his army and exterminating the entire pony race. You all saw most of his army, except for two of them. One of them is General Shield Strike who said to be the strongest warrior in all of Equestria until he and his soldiers were put in prison for a mass murder and killed a griffin with his bare hooves." Celestia explained. "And the other one is—"Luna began before the doors to the throne room opened.

"Your highnesses!" A voice called out. Everypony turned to see a Royal Guard running up to Celestia and Luna's thrones. It was the same guard who was standing by Discord's statue before he was freed.

"Captain Katoptris! You're alive! When the other guards found your body, they thought you weren't going to make it! Oh sweet Celestia, I'm so glad you're ok!" Shining Armor yelled. "I apologize, your highness. I cloned myself with my magic. When the spell wore off, I was barely able to escape." The captain explained.

"What happened? Ya look like you've been through Tartarus!" Apple Bloom asked. "Somepony unleashed Discord from his stone prison." Captain Katoptris said grimly to the ponies in the room.

"What?! Somepony released Discord?!" Fluttershy yelped in shock. "Yes, luckily, I survived the battle I had with him in Cloudsdale, but he's stronger than the last time you and your friends faced him." Luna nodded.

"Somepony unleashed Discord?!" Applejack asked as the ponies gasped. "Oh great, we unleashed the Lord of Chaos and Disharmony again!" Sweetie Belle groaned.

"It really isn't your fault, girls." Cheerilee reassured the Cutie Mark Crusaders. "I wasn't there, so I don't know what happened." Pipsqueak said.

"I wasn't there too." Button added. "Discord did a lot of things during our battle like summoning flying fish, winged serpents, and odd looking birds that sound like claws on boards." Luna explained.

Spike pulled out a board and ran his claws down it, causing some nearby ponies to cringe. "What? I just want to see what it sounds like." The baby dragon asked.

"Enough! I demand why Loki decided to attack the ponies here!" Thor demanded with an annoyed expression. "Thor, I'm guessing that he knows that you're willing to defend all of us from him." Twilight shrugged.

"Twilight, I think he already knows that." Celestia told her student. "Alright, do you mind telling us the whole story? We have to know these things!" Octavia asked.

"Awkward!" Pinkie said. "Tell me everything you know about Odin, Thor." Celestia commanded.

"Odin is my father and the ruler of Ponyheim alongside my mother. You and your sister were friends with him when you three were foals. He had lost his eye during the Frost Pony War." Thor explained. "So, who's Odin? Is he a pony?" Derpy asked.

"He's a pony…and he was our foalhood friend." Luna answered. The ponies gasped; although they knew about the alliance between Equestria and Ponyheim, they had no idea that their rulers were friends with one of the rulers of Ponyheim.

"Mind explaining everything?" Rarity asked. "It was a long time ago, after our teacher, Star Swirl the Bearded, left our old castle after he decided that we've mastered everything he taught us about magic…" Luna began.

"Ooooh! Go to a flashback!" Pinkie yelled in excitement. "Oh, Pinkie, you're so random!" Rainbow chuckled.

Flashback:

Celestia and Luna were seen as fillies staring out in the distance on a balcony at their old castle while thinking about their teacher, Star Swirl the Bearded.

"I sure do miss him, Tia. Do you think he'll come back?" Luna asked sadly as she stared at Celestia.

"I miss him too, Luna." Celestia nodded. "But I'm not sure if he'll come back or not…"

Suddenly, something white landed in front of them. It was an alicorn colt with blue eyes, a white mane, and a white coat with a light blue cube as a cutie mark.

"Who are you?" Celestia asked, noticing the figure. "My apologizes, I was curious about what was outside of my kingdom and ended up here." The colt apologized in a British accent.

"It's alright! What kingdom are you from? Are you the ruler's son?" Luna asked with a smile. "I come from Ponyheim, the neighboring kingdom of Equestria. And yes, my father, Bor, is the ruler of Ponyheim." The colt replied.

"Interesting…what's your name?" Celestia asked. "My name is Odin." The colt answered. "And yours?"

"I'm Celestia and this is my sister, Luna. We're going to be the rulers of Equestria." Celestia responded.

End of Flashback

It then cut back to the present as Celestia continued, "After that, Odin became our friend as we helped him become the ruler of Ponyheim while he helped us become the rulers of Equestria."

"It was entertaining, but hard while he helped us and we helped him." Luna added. "We understand, but what happens next?" Fluttershy asked.

"Well, then there was the day we defeated Discord…" Celestia began.

Flashback:

"Oh, how long will this take?" Celestia asked with a worried expression while she stood outside of a blacksmith shop in Ponyheim and gazed at where the border line between Equestria and Ponyheim was. "Discord has already messed up Equestria enough. Who knows how long our forces are holding him?"

"We can only hope that the blacksmiths can make us some powerful weapons for the two of us just in time." Luna reassured Celestia before turning to their friend. "And thanks for helping us out and letting us stay in Ponyheim for a while, Odin."

Odin, who was now the same height as Celestia and wearing gold armor with a yellow cape attached along with gold sleeves and gold armguards, nodded and said, "You are welcome, Luna, but do you mind if I suggest something?"

"And that is…?" Celestia asked. "Why bother make one weapon when you can do two separate ones? There could be three in each set or if you put them together, six." Odin explained. "They could represent different traits like those ancient weapons from a long time ago that my father told me about."

"Yes, these traits could be Honesty, Kindness, Generosity, Laugher, Loyalty, and one unknown." Luna nodded. "They could represent Harmony like the weapons." Odin added.

"Odin, you're a genius!" Celestia exclaimed with a grin when she understood the idea. "We'll call these weapons the Elements of Harmony! They could help us defeat Discord and bring harmony to Equestria!"

"Thank you, I try my best." Odin nodded.

End of Flashback

In the present, Luna continued, "Right after the Elements of Harmony were created, we returned to Equestria and used him to defeat Discord, turning him to stone."

"At first, we thought about killing him, but Odin said that turning him to stone could work because killing him seemed too harsh. Then, before the disappearance of the Crystal Empire, we stopped King Sombra and turned him into a shadow before sealing him inside the ice of the Artic North." Celestia explained. "So, what happened when the connection between Equestria and Ponyheim broke before the Frost Pony War?" Twilight asked.

"It was my fault…" Luna answered sadly. "It happened the day the Nightmare Mist turned me into Nightmare Moon."

Flashback:

Odin yelped as he dodged a spell fired at him. He watched in horror as Celestia was fighting Luna who had recently transformed into Nightmare Moon thanks to the Nightmare Mist possessing her.

"Luna, I will not fight you! You must lower the moon! It is your duty!" Celestia snapped. "Luna? I am…Nightmare Moon! My only duty is to destroy you!" Nightmare Moon said.

"Luna, you must listen to your sister and me! You must lower the moon and have Celestia make way for the dawn! This is not right!" Odin pleaded. "Weak as usual, I see…" Nightmare Moon muttered. "Join me and together, we can rule the kingdom!"

"I shall never join you!" Odin yelled. "You don't know the power of eternal night!" Nightmare Moon hissed in anger as she fired a spell at him which he dodged.

"I will never give into your temptations, Nightmare Moon!" Odin snapped. "Farewell, the night will last forever!" Nightmare Moon cackled while turning into her mist form and going through an open window, leaving the Princesses' old castle.

Celestia walked up to Odin who was staring in shock.

"Odin, is there a way to get rid of the Nightmare Mist?" She asked in concern. "They are not from Equestria or Ponyheim nor any other kingdom known, but why in Tartarus didn't we do something sooner?" Odin muttered to himself. "You didn't know that the Nightmare Mist possessed her because she was on night patrol, but we didn't act quickly enough! You must get the Elements of Harmony!"

Celestia gasped at hearing this, not believing that Odin said that she has to do this on her own without his help. "Odin, I can't kill my own sister! There's still good in her! I know there is! Please, you helped Luna and I defeat Discord, now help me defeat Nightmare Moon!" She begged.

"I only helped make the Elements, not help defeat Discord. This is something only YOU can do. I must return to Ponyheim to run my own kingdom." Odin explained with a grim expression. "You're my friend, Odin! You HAVE to help! We didn't agree to make the alliance between Equestria and Ponyheim for no reason!" Celestia protested.

"Do not worry, Celestia. If a disaster strikes in my kingdom, you will help me with it. Until then, good luck on defeating Nightmare Moon and ruling Equestria." Odin said before flying out an open window. "I'll try my best, Odin…" Celestia sighed, watching him fly towards Ponyheim.

End of Flashback

"Wow, that sounds deep…" Spike commented. "You all know what happened when I battled Nightmare Moon and banished her to the moon." Celestia said. "But when Equestria was recovering from the battle, Laufey, the leader of the Frost Ponies, attacked Ponyheim with his army, threating to plunge the kingdom into a new ice age."

"Wow, that must've sounded terrible!" Fluttershy said. "I sided alongside Odin and the Ponyheim army just as I promised him. The war cost Odin one of his eyes and soldiers wounded on both sides." Celestia explained.

"Why does this story sound so familiar to me?" Pinkie asked while scratching her mane in thought. "Oh goodness! I think Twilight told us this story once!" Rarity gasped.

"In the end, Laufey surrendered and the source of the Frost Ponies' power was taken from them. Right after that, he was executed along with the other Frost Ponies. As I was roaming around the Frost Pony Temple, I found a foal. It was small for a Frost Pony's offspring and he was abandoned, suffering, and left to die; I then realized it was Laufey's son. So, I gave the foal to Odin for him to raise alongside his wife." Celestia explained. This made Thor gasp slightly.

Applejack sighed and patted one of Thor's front legs while saying, "Aw shucks, that sounds cruel for the foal. Apple Bloom, Big Mac, and I were pretty darn upset when we lost our folks."

"So was I about mine." Rainbow added sadly. "Rainbow, are you going to be ok?" DJ Pon3 asked.

"I'm gonna be fine!" Rainbow sobbed. "But then, IT happened." Shining Armor said with a concerned expression. "After Twilight got accepted into Princess Celestia's School for Gifted Unicorns, got her cutie mark, and hatched Spike, her foalhood friend, Dinky…was killed."

"Remember the nightmare I had last night, Spike?" Twilight asked. "Yeah, I sure do." Spike answered with a nod.

"That was the one." Twilight said sadly.

Flashback:

In a cave, Loki growled as he paced around furiously while grumbling, "He could never have a Frost Pony sitting on the throne of Ponyheim...Thor and all of those ponies must pay."

Just then, he overheard some voices nearby. The gray alicorn smirked…finally, revenge!

"Wait, what was that?" Dinky asked nervously while hearing a sound. "Dinky, we can't mess around. I gotta get these plants back to the academy before sundown." Twilight said as she levitated a random plant from the ground and into her saddlebag.

A growl was heard which caused the two fillies to jump in fright. They looked around nervously, not knowing where the sound was coming from.

Dinky asked, "Twilight, what was that?"

"Why, it is good to see you two at last, ponies…" A voice hissed evilly. The two unicorn fillies gasped as Loki stepped out of the shadows. "Welcome to my temporary hideout…prepare to meet your doom!" He snarled.

"What do you want from us?!" Twilight demanded angrily while Dinky hid behind her. "W-W-Who are you?" Dinky asked with a frightened expression.

"I am Loki. You should never trespass on another pony's property, young foals…for there is a price you must pay." Loki answered insanely. "You can't tell me what to do!" Twilight retorted.

"How flattering…" Loki commented. "Now, hold still, so I can kill you quickly!"

He charged at Twilight with his horn glowing until Dinky head-butted him and stood in front of Twilight, blocking the alicorn away from her friend.

"Run, Twilight, run!" Dinky yelled. Twilight didn't protest and quickly ran off. Dinky tried to follow, but she was caught by Loki.

"Foolish filly, you cannot run from me!" Loki snapped. Twilight looked behind her in horror as Loki stabbed Dinky with a knife, killing her friend. "Dinky, no!" She screamed, seeing blood on the floor. "NOOOOOOO!"

"And now…you shall die!" Loki roared. He then attempted to attack her, but Twilight fired a spell at the ceiling which caused some rocks to fall and block Loki from her.

"NO! YOU CANNOT ESCAPE, TWILIGHT SPARKLE!" He screamed while breaking down the wall of rocks. But to his anger and shock, Twilight was gone.

"GRAAAAAAAAAAAAAAAAGGGH! THAT LITTLE BRAT HAD ESCAPED FROM ME!" The grey alicorn yelled furiously. "I shall have my revenge on her! She shall be one of the ponies who will suffer my wrath in the future! Once I take over Equestria, Twilight Sparkle shall be the first pony to die!"

End of Flashback

Twilight looked down sadly as she continued, "I told everypony I knew about what happened, so we went back to the cave and Dinky's body was nowhere to be found. I feared that Loki had removed the evidence, so he wouldn't get caught by the Royal Guards."

"Everything will be ok, Twilight. It's over." Her friends reassured her. "It seems like you all should head back to Ponyville." Celestia sighed sadly. "Shining Armor, can you teleport the citizens back to Ponyville?"

"Yes, your highness!" Shining Armor nodded before vanishing with the citizens of Ponyville and leaving Celestia and Luna alone in the throne room. "With everything that's happening, I really don't think Loki can be reasoned with." Luna said. Celestia nodded grimly.

"I have a feeling that this madness won't be over yet."

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, Frigga, and Laufey belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart. I also don't own Teslan Aegis, he belongs to JonathanMDful on Deviantart (even though Teslan Aegis is Flash Sentry before he was given a pony design)

Back in Ponyville, everypony was rebuilding the town and repairing the destruction from the invasion. The Mane Six and Spike looked at the scene.

"I can now see what you've gone through that day after you hatched Spike and got your cutie mark, Twilight. We're sorry that you went through all that." Rainbow sighed. "No, it was my fault. I should've saved Dinky. I should've let Loki kill me instead." Twilight said sadly.

"But if you did let Loki kill you, there wouldn't be any new wielders of the Elements of Harmony, you wouldn't have become friends with us, Shining Armor wouldn't have a sister, Cadance wouldn't have a sister in law, and I would've been dumped at an orphanage." Spike explained.

"I'm worried about Thor." Fluttershy said with a concerned expression. "He seemed a bit upset about that Frost Pony foal. The poor thing…"

"I know, right? Wherever this foal is now, I have a feeling he or she might be planning revenge on somepony after learning that he or she was adopted at the aftermath of the Frost Pony War." Twilight nodded. "Do ya think there's a connection between Loki and this foal?" Applejack asked.

"I don't know to be honest." Pinkie shrugged. "But we can only hope that Thor figures this out on his own." Rarity sighed.

"I pity that foal, I cannot believe that he or she might be the last of his or her kind…" Thor muttered as he entered the library. "I am sure that Twilight has a book about the war, Ponyheim's history, or myths about the gender of the foal."

He levitated a bunch of notes on magic, ink bottles, and quills off of a table to find a book that read 'Ponyheim Myths, Gods, and Goddesses'. "Perhaps…I hope Twilight does not mind that I was going through her research and notes." Thor said to himself while levitating the book and opening it. He flipped through the book and skimmed over some of the stuff. But then, he noticed something shocking on the page about Loki and gasped…

'Loki is the Ponyheim god of lies and mischief as well as Thor's adoptive brother. He's the son of Laufey, the leader of the Frost Ponies. Loki was discovered by Princess Celestia at the aftermath of the Frost Pony War and was given to Odin to raise as his son. According to several myths, he is a master of magic and incredibly smart as well as dangerous. He has a rivalry with Thor and is desperate to get the throne of Ponyheim. Unfortunately, it has been said that Loki had left Ponyheim for finding out his true parentage and hasn't been seen since. Some say he's looking for vengeance on Thor, others say he's in another kingdom trying to take it over as a revenge plot. Nopony knows for sure what Loki's whereabouts are to this day.'

Thor stared at the page in disbelief…his brother was Laufey's son and Odin didn't tell him about this. "Why?!" He yelled while levitating his hammer and knocking down all of the stuff on Twilight's table before proceeding to knock down some nearby bookshelves. "Why didn't my father tell me this sooner?" Thor continued to knock down more bookshelves while the book crashed onto the ground.

In Canterlot Castle, Celestia and Luna were seen staring at the stained glass windows with grim expressions.

"It appears we were too late. Loki's forces have struck everywhere. The only places they haven't struck are towns beyond Ponyville, Canterlot, and Cloudsdale and the Crystal Empire." Luna said. "And things are getting worst: everypony found out about Loki being Thor's adoptive brother and Laufey's son." Celestia added with a nod.

"Indeed, I'm glad that Cadance is increasing security for the Crystal Ponies. I wrote to her after our talk with the citizens of Ponyville. We have to take more chances." Luna nodded.

Back in Ponyville, the Mayor walked up to the podium to announce a few things to the citizens.

She said, "Attention, everypony! We weren't prepared for the invasion before, but now Princess Celestia and Princess Luna wanted an increase in security. School will end early. Only Royal Guards are allowed after dark and not foals. In case of emergency, return to your homes at once."

"But what about activities at night?" Lyra asked. "Yeah, and what about nightly jobs?" Neon Lights added.

"They will be cancelled."

Twilight scratched her mane as Applejack spoke up, "Ya need to show Thor the book 'Ponyheim Myths, Gods, and Goddesses'. I have a bad feelin' that he already found out about it."

"You're right, Applejack. I've gotta show Thor that book and tell him that Loki is Laufey's son." Twilight muttered before Thor showed up. "Oh, Thor! Just in time! We were just talking a—"

"Do not talk to me." Thor grumbled angrily.

"What did you just say?"

"I said, do not talk to me! In fact, go away from me! I do not wish to speak with anypony here!"

"Thor, what's going on?" Rarity asked. The other ponies looked on with concerned expressions. "I found a book in Twilight's library that said that Loki is Laufey's son! Why did my father not tell me about this?!" Thor snapped.

Twilight gasped…Applejack was right, there was a connection between Loki and the foal. The lavender unicorn grumbled something under her breath, possibly a curse, before saying, "Look, Thor, just because Odin didn't tell you about this doesn't mean that you can lose your mind and take your anger out on us."

"I told you to not talk to me!" Thor yelled. "Now, sugar cube, there's no need to get stubborn for no reason." Applejack said.

"Go away from me! There is a reason why I am angry!" Thor snapped. Applejack backed up while Apple Bloom ran in and yelled, "Hey! Nopony talks to my sister like that!"

"Do not talk to me!" Thor yelled. Apple Bloom glared at him. "Come on, Thor! Don't talk to her like that!" Rainbow commanded.

"Like I said to Apple Bloom, do not talk to me!" Thor shouted. "Hey! Nopony talks to Rainbow Dash like that!" Scootaloo snapped.

"Shut it!" Thor snapped while Scootaloo backed off. "Look, Thor, we can understand that you're upset, but there's no need to lash out at everypony." Rarity said.

"You all do not understand why I'm upset! This is not helping me feel better!" Thor yelled. "Thor, take back what you said about my friends!" Sweetie Belle commanded.

"Shut it! I do not wish to speak with you!" Thor shouted before turning to Fluttershy. "As for you, do not think about trying to talk to me!"

"Thor, we were just trying to help…" Fluttershy said quietly. "Hey, how about we all calm down and have a party?" Pinkie asked.

"I do not wish to have a party! Go away!" Thor snapped which caused Pinkie to gasp in shock. He then walked up to Twilight and Spike.

The alicorn snapped, "And you are the worst pony I have ever met! I wish that I never been to this town!"

"Hey! Don't talk to Twilight like that!" Spike snapped. "Right! Thor, you have to calm down!" Twilight nodded.

"'Calm down?' CALM DOWN?! I DO NOT WANT TO CALM DOWN!" Thor shouted. "I HAVE HAD IT WITH YOU PONIES! I CANNOT BELIEVE THAT I DECIDED TO COME HERE TO DEFEND THIS KINGDOM! I HATE IT HERE! I HATE ALL OF YOU!"

With that said, he stormed off. "Spike, go after Thor and try to talk to him." Twilight commanded. Spike nodded and dashed after Thor. Twilight sighed sadly while staring down at the ground and saying, "I must be the worst unicorn in all of Equestria…"

"Don't worry, Twilight. Thor just needs some time to calm down." Rarity reassured her. "But how can you stop worrying? It's not safe for Thor or Spike outside of Ponyville. Loki could probably kill them if he found them." Rainbow asked.

Shining Armor groaned as he turned to a guard. "You there! Tell the princesses to send a letter to Odin immediately." He commanded. While he was giving out these orders, the Cutie Mark Crusaders, Button, and Pipsqueak were glaring in the direction Thor went in. "Yes, your highness!" The guard nodded before flying off.

Twilight sighed in sadness while staring in the distance, hoping that Spike would talk some sense into Thor. "Everypony, remain calm! I assure you all that everything will be alright in the end." The Mayor reassured everypony.

In Ponyheim, an alicorn mare with brown eyes, a blonde mane, a sea green coat, and a light blue heart as a cutie mark wearing a light blue dress with a gold chestplate and a gold shoulder pad on it was seen flying towards a giant golden palace that resembled a giant pipe organ and through a window into a room where a bunch of Royal Guards wearing silver armor and gold helmets were seen standing around a table. She walked up to the front of the table next to an empty area.

"There you are, your highness." The Captain of the Ponyheim Royal Guards, Teslan Aegis, a Pegasus stallion with light blue eyes, a light blue mane with dark blue streaks, and a light yellow coat with a dark grey shield with a lightning bolt on it as a cutie mark wearing the same armor and helmet as the other Royal Guards, said with a British accent. "When will our king arrive?"

"As I keep saying, Captain Teslan, Odin will arrive whenever he feels like it." The alicorn mare, whose name was Frigga, replied in a British accent. "But when is he coming? We HAVE to discuss the attacks that were happening in Equestria." Teslan Aegis demanded with an annoyed expression.

"We shall discuss it soon, Captain Teslan." A voice said in a British accent while the guards, Teslan Aegis, and Frigga turned to the doors which opened and a pony walked in. It was an alicorn stallion with blue eyes (one was covered with a golden eye patch), a white mane and beard, a white coat, and grey hooves with a light blue cube as a cutie mark wearing gold armor with a yellow cape attached along with gold sleeves with gold armguards on the sleeves. This was Odin, now grown up. The white alicorn walked over to the empty spot next to Frigga while nuzzling her.

"It is good to see you all." He nodded at the guards. "As are we." The guards said as they bowed.

"Equestria seems to be suffering from the recent attacks in Ponyville, Canterlot, and Cloudsdale." Frigga explained. "I do not understand why your foalhood friends have not sent the wielders of the Elements of Harmony to solve the problem yet."

"We must help Equestria. After all, I made that promise to Celestia before she banished Nightmare Moon to the Moon." Odin said.

Suddenly, a ball of light came through the window and vanished once it was over the table, dropping a scroll in front of Odin. The white alicorn levitated it and opened it as the guards watched. Odin looked over the letter, his eye widening in shock.

'Dear Odin,

We need your help in defending Equestria. Your adoptive son, Loki, has attacked Equestria and tried to kill my student and her friends.

But the real reason why I'm sending this letter is because of this: your real son, Thor, found out about Loki's true parentage and he lost his temper. We believe that he's heading towards Ponyheim at this moment. My student sent the baby dragon she hatched as part of an entry exam into my academy to go after him. Expect them in Ponyheim.

Sincerely,

Princess Celestia'

He nodded while levitating the scroll onto the table. "It seems that our sons have arrived in Equestria. One is trying to defend it while the other is trying to conquer it." Odin explained with a grim expression. Frigga stared at the letter on the table nervously. "Loki wants to take over Equestria?! And he is behind all of the attacks on our neighboring kingdom?!" The sea green alicorn gasped.

"Correct, my queen; I need you to come with me to see our son. Guards, I want you to patrol the area and guard the palace, so Loki and his army do not come here."

"Yes, your highness!" The guards nodded as they either flew off or teleported away. Then, after that, Odin and Frigga flew off. "Odin, when will we explain Loki's true parentage to Thor?" The female alicorn asked.

Odin paused and sighed sadly before replying, "I am afraid that he already found out…"

Back in Ponyville, Twilight was still upset about Thor leaving as she watched everypony mind their own business and try to forget about what happened with her friends. "It's going to be ok, Twilight. I promise that Spikey-Wikey is gonna be alright." Rarity reassured her. "I hope he and Thor will be alright." Twilight sighed.

Apple Bloom's eyes narrowed as she yelled in the direction Thor left in, "Thor, if ya treat my family and my friends like that, then ya don't belong here! WE HATE YA TOO!"

Then, the yellow Earth Pony ran off with her friends following close behind her. "Apple Bloom!" Applejack called out, running after her sister. "I hope Thor never returns to Ponyville, I mean did you see how rude he was act—"Rainbow grumbled, but was interrupted by Fluttershy.

"Come on, Rainbow!" Fluttershy protested. "I'm upset about Thor's rudeness too…but he was just upset. Oh, I hope he and Spike will be ok."

Twilight sighed sadly as she stared at the ground in sadness, hoping that Spike and Thor were going to be ok…

At the Princesses' old castle, while the army was continuing their preparation for the next part of the plan, Loki was sitting on one of the thrones while glancing up at the ceiling. He grumbled to himself, "I should have killed Thor when I had the chance to…I can still remember when my so called father told Thor and I that we were 'born to be kings'…"

Flashback:

Odin was seen talking to a young Thor and Loki in the Ponyheim Castle about how Ponyheim and Equestria won the Frost Pony War and took away the source of their power which is known as the Casket of Ancient Winters. "…But the day will come, when one of you will have to defend that peace." Odin concluded.

"What if all of the Frost Ponies were not executed?" Loki asked with a curious expression. "When I am king, I will hunt all the monsters down and slay them all! Just like you did, father!" Thor exclaimed with a grin.

Loki narrated, "As a colt, Thor was overly excited and reckless about wanting to be king. I hated that about him.

"A wise king never seeks out war, but he must always be ready for it." Odin advised them before he walked off. Thor grinned at Loki as the two colts ran towards their father. "I'm ready, father!" He smiled.

"So am I!" Loki added. "Only one of you can ascend to the throne, but both of you were born to be kings." Odin told them.

Then, the flashback cut to years later where it showed Loki, now a full grown stallion, standing in front of the Casket of Ancient Winters.

Loki shook his head in disbelief as he levitated the Casket up. "Stop!" A voice yelled. It was Odin who was watching him in the distance. "Am I cursed?" Loki asked.

"No." Odin answered. "What am I?" Loki questioned, levitating the Casket down.

"You are my son." Odin replied. Loki turned around to face him, but his coat was dark blue with markings on his face and hooves and his eyes were blood red. "What more than that?" He asked while his coat and eyes returned to their normal color and he began to walk towards Odin. "The Casket was not the ONLY thing you took from Glacies that day, was?"

Loki continued, "Of course, I knew that I would make a better king than Thor, but father loved him more than me as if I never existed. Ponyheim does not deserve Thor as their king!"

Odin stared at his adoptive son as he said, "No, in the aftermath of the war, Princess Celestia, the ruler of Equestria, went into the Frost Pony Temple and found a foal which she gave to me. It was small, for a Frost Pony's offspring. Abandoned, suffering, left to die; it was Laufey's son."

"Laufey's son?" Loki asked nervously. "Yes." Odin nodded.

"Why? You were deep in Frost Pony blood. Why did Princess Celestia have you take me?" Loki questioned. "You were an innocent foal." Odin replied.

"No, you took me for a purpose. What was it?" Loki demanded. "TELL ME!"

"I thought we could unite Ponyheim, Equestria, and Glacies. Bring about an alliance, bring about permanent peace…through you." Odin explained. "What?" Loki whimpered sadly.

"But those plans no longer matter." Odin finished. "So I am no more than just another stolen relic? Locked up here until you might have use of me?" Loki asked while tears came down his eyes.

"Why do you twist my words?!" Odin demanded. "You could have told me what I was from the beginning. Why didn't you?!" Loki sobbed.

"You are my son. I only wanted to protect you from the truth." Odin replied. "What? Because I-I-I am the monster that parents tell their foals about at night?" Loki stammered.

"No, no…" Odin muttered to himself. "YOU KNOW IT ALL MAKES SENSE NOW! WHY YOU FAVORED THOR ALL THESE YEARS! BECAUSE NO MATTER HOW MUCH YOU CLAIM TO LOVE ME! YOU CAN NEVER HAVE A FROST PONY SITTING ON THE THRONE OF PONYHEIM!" Loki yelled.

Odin sighed in disappointment and left the room, leaving Loki standing alone in anger. "I shall have my revenge on Thor…every single pony must pay somehow…" The grey alicorn snarled.

End of Flashback

Loki muttered to himself, "Now, I know what I must do…get rid of Thor and exterminate the entire pony race."

"Uh, Loki? Are you talking to…yourself?" A familiar voice asked in confusion. Loki smirked and looked behind him. "There are not many ponies who can sneak up on me." He said as he turned to see Trixie levitating something behind her.

"I just have a present to give you for the success of that part of our plan." Trixie replied, levitating a photo of Thor and Loki as colts to him. Loki stared at the photo with an angered expression as he levitated the picture to him and onto the ground, smashing it repeatedly which destroyed it.

"Uh, you're welcome!" Trixie exclaimed nervously before running off. "Someday, Thor shall be dead at my hooves and the entire pony race will be gone…forever." Loki growled.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Odin, and Loki belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to Lizzytheviking on Deviantart

"Run, Twilight, run!" Dinky's voice called out as Twilight ran away. She looked behind her with a horrified expression as the light purple unicorn filly was caught by Loki. "Foolish filly, you cannot run from me!" Loki said.

Twilight watched in horror as Loki stabbed her friend, thus killing her. "Dinky, no!" The lavender unicorn yelled, seeing blood on the floor. "NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!"

"And now, you shall be the next to die!"

As Dinky died, Twilight glared at the grey alicorn who was laughing evilly with his horn glowing as he fired a spell at Twilight, whose expression turned to pure terror, and…

"DINKY, NO!" Twilight screamed while waking up and sweating a little. She looked around, hoping to see Spike there with Thor…but didn't. Thor still hated everypony in Ponyville and Spike ran off after him. "I miss Thor and Spike…" She sighed to herself sadly.

"So, what's the next part of our plan, Loki?" Gilda asked when another meeting was called in the Princesses' old castle. "And when are we going to do the next part of our plan?"

"Yes, yes! Let us discuss the plan!" Rover nodded. "Now, the next part of our plan involves distractions. I shall let the Diamond Dogs keep Princess Celestia and Princess Luna away from Ponyville. For the next part, we must capture one of the ponies, but we must not distract them TOO much." Loki explained.

"How do we do that?" Trixie asked. "I know a couple of tricks." Gilda shrugged. "I guess that this griffin's headed for Sugarcube Corner…"

"General Shield Strike, any reports about Thor?" Loki asked darkly. "While I was spying on him, he had snapped at his mates and left while Twilight Sparkle told that dragon who insulted you to run after him. Apparently, they're headed for Ponyheim right now as we speak." General Shield Strike reported.

"Excellent, now we do not have to worry about him."

"But what about the Ponyheim army?" Flim asked. "Yeah, what if Princess Celestia and Princess Luna send them against—"Flam began, but was interrupted by Loki.

"By the time they do that and Odin and his army arrives, it'll be too late! TOO LATE!" Loki said with an evil smile. Nothing can stop him now, not even the Princesses, Odin, or their Royal Guards…

The next day, back in Ponyville, Shining Armor and the Royal Guards were patrolling the area just in case Loki and his army will attack again. At the library, the Mane Six were sitting around and discussing what had happened.

Applejack said, "I sure hope Spike will make it back ok. I heard that the trip to Ponyheim was a long one."

"I sure hope Thor doesn't come back here." Rainbow grumbled.

"Well, darn it, Rainbow! I was upset too, but it's understandable why he snapped at us. The secret about his brother's true parentage was kept from him for a long time."

"I know that!"

"Well, you're right, Applejack." Fluttershy said quietly. "At first, Thor was a nice pony. It's a real shame that ever since he found out about Loki's true parentage, he hates us all…"

"Applejack is right. Thor was only angry because Odin didn't tell him about his brother's true parentage and just decided to take his anger on us." Rarity nodded.

"Twilight, did you get the same nightmare last night?" Applejack asked with a concerned expression when she was Twilight staring sadly at the table. "Yeah, but this time, it's worse. Loki killed me in the nightmare and…" She answered.

"Well, I gotta admit, I miss Thor as well, but he didn't have to go on yelling at us like that." Rainbow said. "Awww, come on, everypony! Let's go have fun!" Pinkie suggested happily. "Has anypony seen my party cannon?"

"Did you leave it outside like last time, Pinkie?" Rainbow asked.

"Possibly. I think any of the Cakes might have left it outside of Sugarcube Corner."

"I blame Twilight and her friends for this. Because of them, we can't walk around town without being under the watchful eyes of the Royal Guards." Diamond Tiara groaned as she and Silver Spoon walked around. "Well, it didn't really help that Loki nearly blew us up for teasing him." Silver Spoon shrugged.

"Wait, what's that?"

The two Earth Pony fillies saw Pinkie's party cannon randomly standing there, causing them to walk over and stare at it. "What's that pink pony's party cannon doing out here?" Diamond Tiara asked. Silver Spoon shrugged as she went behind the cannon while saying, "It's probably not loaded. I could press this button and—"

Unfortunately, when she pressed the button, confetti shot out of it and into the Everfree Forest before it exploded with a massive BOOM. "Oops…" Silver Spoon muttered nervously. "Uh, don't tell anypony about this. We're in enough trouble as it is." Diamond Tiara said.

"I know!"

"FIRE! FIRE IN THE EVERFREE FOREST!" A voice screamed outside, catching the Mane Six's attentions. The six ponies saw a bunch of ponies running or flying towards the scene of the fire with buckets of water. "Thunderlane, what's going on?" Applejack asked Thunderlane who was flying over them.

"There's a massive forest fire in the Everfree Forest!" Thunderlane answered nervously. "Oh no! I live near the Everfree Forest! I have to go save my animals!" Fluttershy exclaimed before flying off.

"Come on, we gotta help!" Rainbow commanded as she ran off with Pinkie. Twilight, Applejack, and Rarity stared at the scene with concerned expressions. "The forest fire here happened way too suddenly like Loki's attack on the town. There's something wrong about this…" Twilight murmured to herself.

"We gotta go check on our sisters and their friends!" Applejack told Rarity with a worried expression. They both ran off to look for Apple Bloom and Sweetie Belle. "Oh, this isn't good at all…" Rarity muttered.

At Canterlot Castle, Celestia was reading a book in her room…until she sensed that something was wrong. The white alicorn opened her window and gasped: Canterlot was under attack again, but this time, a bunch of Diamond Dog soldiers were attacking. "Sister, we're under attack again!" Luna called out. "We must defend Canterlot!" Celestia commanded.

"Indeed, sister!" Luna nodded before flying off.

Back in Ponyville, Fluttershy flew into her cottage to check to see if her animals were alright. The yellow Pegasus sighed in relief as Angel told her that everyone was ok. "Oh, thank goodness! I was so worried! Now, Angel, we have to get all of the animals to safety. There's a forest fire in the Everfree Forest happening and—"She explained. Angel's eyes suddenly widened in shock as he began tapping Fluttershy's leg and pointing behind them. Fluttershy turned around before getting smacked against a wall. She gasped as Gilda's shadow loomed over her.

"Hello, Fluttershy. You and I have some unfinished business to attend to…" Gilda smiled evilly.

"Ugh, I can't believe Thor…" Scootaloo grumbled as she paced around in a park in Ponyville while Apple Bloom, Sweetie Belle, Pipsqueak, and Button watched. "His adoptive brother acts worse though." Apple Bloom said.

"Agreed. Loki is nuts." Button nodded. "Thor even didn't bother to talk to us!" Sweetie Belle pointed out.

"You know, thinking about what happened with Thor losing it and everything. I would be pretty upset too." Pipsqueak sighed. "Yeah, I would be upset too." Scootaloo agreed.

The other foals nodded as well, coming to an agreement…until they heard evil laughter as figures emerged from the Everfree Forest, but then, they saw that the figures were heading straight towards them. The foals screamed and ran off as the figures either ran or flew after them. Just then, the figures blocked their path in front of them.

"Going somewhere, mates?" General Shield Strike asked with an evil expression. "NO! Get away from us!" Apple Bloom shouted.

"RUN FOR YOUR LIVES!" Scootaloo screamed. Then, the foals ran for it. "Why must they always run away?" General Shield Strike asked himself while flying after them and landing in front of them. "Sorry, but Loki wants a word with you five."

"Stay away from my sister and the other foals!" A voice commanded as a bunch of rocks came raining down on the soldiers and General Shield Strike. "Oh, it's you two…" The white Pegasus groaned upon seeing Applejack and Rarity running towards him.

"So, YOU'RE behind the forest fire!" Rarity exclaimed. "It was all part of the plan, but we didn't start the fire. Let's just say that two certain fillies did it." General Shield Strike chuckled evilly.

"Ya set them up!" Applejack exclaimed angrily. "Are you all talking about Diamond Tiara and Silver Spoon?" Sweetie Belle asked.

"How typical! Those two normally start a disaster and don't get in trouble for it!" Scootaloo groaned. "Soldiers, keep an eye on the foals! That Earth Pony and Unicorn are mine!" General Shield Strike commanded.

Back at Fluttershy's cottage, Gilda slashed her talons at Fluttershy who dodged them. The griffin remarked, "What's wrong? You don't want to play, uncool pony? Heh, I always thought you were a coward."

Fluttershy gulped and began sweating, preparing for the worst. Then, she noticed Angel leading the other animals out of the cottage and away from the forest fire, much to her relief. "Here goes…" She muttered to herself, flying in front of Gilda and glaring at her. "Listen, Gilda! Just because you're a meanie and you work for the bad guys doesn't mean that you can go around doing evil thin—"

Before she could finish, Gilda smacked her into a wall. "Ugh, you're more pathetic than Rainbow Crash!" The griffin groaned. "Great, now you're calling me THAT?" A familiar voice exclaimed.

Gilda turned before Rainbow bucked her right in the chest, sending her against the stairs. The griffin recovered from the hit and glared at her former friend. "Finally, payback on you!" Gilda snarled. "Luckily, I came to help out Fluttershy get her animals outta here when I realized that everypony else didn't need my help with putting out the fire. So, you and your buddies are behind all of this, huh?!" Rainbow explained.

"Well, thanks to us for tricking those two fillies, Rainbow Crash!" Gilda said sarcastically as she rolled her eyes before slashing her talons at the cyan Pegasus. "Now, hold still, so I can kill you quicker!"

"No way! I'm never ever going to forgive you for the way you treated my friends!" Rainbow snapped while dodging the attacks. "Did I hurt your feelings, Dash?" Gilda taunted, flying away from Rainbow. "Maybe I can do it again once a slash your friend to pieces!"

She prepared to lunge at Fluttershy, much to Rainbow's shock.

Back at Canterlot, Celestia and Luna glared at the Diamond Dogs who were fighting the Royal Guards and trying to get into the castle. Celestia and Luna began firing spells at the Diamond Dogs while the white alicorn remarked, "And I believed that Queen Chrysalis and the Changelings were a problem."

"It seems that these dogs are worst. Where did they come from anyways?" Luna commented as she bucked a Diamond Dog from behind. "Loki must've sent them." Celestia replied, firing a spell at another Diamond Dog. "I know there's something wrong here…"

"We can't let them take over Canterlot, but why send a bunch of gem hunting mutts here? Why not Discord, General Shield Strike, Flim, Flam, or Trixie?" Luna pondered. Celestia gasped, realizing something important. "What if it's a distraction?" She asked.

"To get to their goal faster!" Luna gasped as she realized the same thing. "Ponyville!" The two alicorns yelled at the same time.

Suddenly, before they could fly off, they found themselves surrounded by an entire legion of Diamond Dog soldiers which made it extremely hard to escape. "This might be more difficult than we've thought." Celestia sighed in annoyance.

Back in Ponyville, Applejack and Rarity were dodging General Shield Strike's attacks. "I've got the advantage this time, shelas! No god of thunder, princesses, or baby dragon to back you up now!" The white Pegasus exclaimed.

"We're going to defeat you!" Rarity shouted with a determined expression. "How flattering…" General Shield Strike chuckled evilly. "Try defending your sister from THIS then!"

He then threw a spear towards Sweetie Belle, making Rarity gasp. "Look out!" Rarity screamed, shoving Sweetie Belle out of the way, only to have a spear land on her tail. "Hey, nopony hurts Sweetie Belle!" Applejack snapped.

"Shela, there's a lot you need to know about me: and that is that I'm a villain and I don't play fair!" General Shield Strike said in an evil tone while pulling out his spear. "Applejack!" The foals screamed.

"Get your spear away from my friend!" Rarity snapped as she ran in the scene. "Don't hurt her!" Sweetie Belle yelled.

Meanwhile, Applejack was having a hard time dodging General Shield Strike's attacks. He grumbled a curse under his breath every single time he missed. Applejack yelped as a spear hit her tail, pinning her to the ground. "I have you now…" General Shield Strike smiled evilly with his spear aimed right at Applejack's head. "Applejack!" Apple Bloom exclaimed.

The orange Earth Pony gulped and closed her eyes, preparing for the worst. Then, a clunking sound was heard and the spear got knocked out of the general's hoof, much to everypony's shock and surprise. "Hey! Leave my friends alone!" A familiar voice called out. It came from a familiar looking white unicorn levitating a gem.

"Rarity, you're ok!" Pipsqueak yelled. "And how the hay are you still here?" General Shield Strike asked in annoyance.

"I'm always willing to defend my friends from evildoers like you." Rarity answered sternly. "Soldiers, take care of this pony! I'm getting tired of facing these foals!" General Shield Strike commanded.

"Ok, you asked for it! IT! IS! ON!" Rarity snarled, levitating a bunch of gems out of the ground and charging at the soldiers.

Back at the cottage, Rainbow saved Fluttershy just in time and flew out of the cottage. "Fly all you can, Rainbow Crash! You and your friends will be done for once Loki takes over Equestria!" Gilda threated. "Don't worry, Fluttershy! She won't catch us! Just hang on!" Rainbow commanded.

"Ok." Fluttershy nodded nervously while clutching onto Rainbow. Gilda snarled as she flew after them.

Back in Ponyville, the citizens and royal guards were trying to put out the fire. "Come on, hurry! Put it out!" Shining Armor commanded. "We can't let the forest burn down!"

Twilight and Pinkie were trying their best to put out the fire. "The fire's almost out! Keep dumping those buckets! It makes me wish that Rainbow was here…" The lavender unicorn exclaimed. "Don't you remember? We don't need her because we have plenty of Pegasi already. She went to go help Fluttershy get the animals out of her cottage." Pinkie pointed out.

"I don't know why this fire started in the first place…" Twilight muttered to herself before realizing something. "You don't think that it's…"

"I think so, Twilight, but what if we were part of a fictional universe based off of a popular TV show with a huge cult following that was written into a book series and turned into a movie series. Before that, it was posted on the Internet as a fanfiction series written by a brony/pegasister who is a HUGE My Little Pony and Marvel fan that was hoping that the story would become her magnum opus?" Pinkie shrugged. "No, it's that somepony must be distracting us with this fire and I think I know who it is!" Twilight exclaimed.

"Yeah, you're right." Pinkie nodded. "You have no idea what I'm talking about, right?" Twilight asked.

"I absolutely have no idea!" Pinkie exclaimed happily which made Twilight groan.

Back with the battle, Rarity was firing gems at the soldiers, causing them to fall down. "You clumsy oafs! Get up!" General Shield Strike commanded while the soldiers quickly got up. Rarity quickly fired a gem at the white Pegasus, but he didn't even react to it. The villain smirked as he bucked her to the ground.

"You seem to be a tough fighter for a fashion loving unicorn…" He taunted. Suddenly, General Shield Strike noticed Rarity attempting to get up. "I won't give up or go down without I fight. You won't stop—"She began before General Shield Strike smacked her so hard in the face which knocked her out while the soldiers followed him. "It's time to take these foals to our boss." General Shield Strike smiled evilly while approaching the Cutie Mark Crusaders, Button, and Pipsqueak.

Rarity was unconscious while Applejack still had her tail pinned down, making it hard to get up. Who will save the five foals now?

"HEY!" Button shouted as he threw a hoofheld gaming console at General Shield Strike. "Look, pal! Nopony hurts my friends and gets away with it. NEVER!"

"What's this? You actually think that I can get away with hurting YOUR friends? You can't stop our mission!" General Shield Strike questioned. "I may be a just a foal, but I can still defend my friends!" Button declared.

General Shield Strike smirked, seeing that a fight might come up and then seeing something up in the sky: it was Rainbow flying with Fluttershy clutching onto her and Gilda chasing after them.

"Heads up, everypony!" Rainbow said. "There's no need to fear, your friendly neighborhood Rainbow Dash is here!"

"Lame!" Gilda exclaimed with a groan. The Cutie Mark Crusaders, Button, and Pipsqueak looked up, seeing Rainbow and Fluttershy's arrival. This was the perfect opportunity for General Shield Strike to attack. He got behind the five foals and slammed their heads together, knocking them out. Rainbow and Fluttershy gasped while they landed and ran towards the foals, only to get knocked aside by the evil general. Gilda was not amused by this while the soldiers were impressed.

"So, that's why they call you the strongest warrior in all of Equestria, huh?" Gilda asked with an annoyed expression. "Pretty much, but we must get them back to the castle quickly." General Shield Strike nodded.

"Stop right there!" A voice called out angrily. The villains turned to see Twilight, Pinkie, the Royal Guards, and Shining Armor running in. It seemed like the fire was already put out since they came over. "Oh great, here they are…" Gilda groaned.

"So long, Twilight Sparkle! We'll meet again…in time!" General Shield Strike cackled while escaping with the other villains and the foals in tow. "No, no, no, no, no! NO!" Twilight screamed as she attempted to run after them.

"Oh, great! We've all been tricked by Loki's army! The fire in the Everfree Forest was a distraction, so they could capture the foals!" Shining Armor groaned.

Back in Canterlot, the Princesses seemed to be winning the battle against the Diamond Dog soldiers while some retreated or continued to fight. "Sister, they're retreating! But why?" Luna asked. "Oh no! I believe I know the reason why! We have to go to Ponyville NOW, Luna!" Celestia gasped.

The two alicorns flew off as fast as they could, sensing danger in Ponyville.

Elsewhere, Captain Katoptris noticed the Princesses flying away while he was patrolling Canterlot and quickly ran after them from the ground. "Going somewhere, Captain?" A familiar voice asked from above, making the captain stop dead in his tracks and look up. Loki was standing on top of a building and staring down at him with an evil smile on his face.

"Loki! Can't you see that I'm trying to help the Princesses?!" Captain Katoptris snapped. "As you know, the fire in the Everfree Forest has ceased since those ponies had put it out as a distraction which meant that my army has foalnapped five certain foals. You and the Princesses are too late already." Loki taunted.

"You don't know that! We're going to finish your evil here and now!" Captain Katoptris said while his horn glowed. "I assume you are joking? You have to be that foolish to be joking." Loki commented.

"I'm not foolish!" Captain Katoptris yelled. "Oh please!" Loki scoffed in annoyance.

"Everypony has their hooves full already! I HAVE to stop you!" Captain Katoptris shouted.

Then, the unicorn began jumping onto the awnings and ran up on the building towards Loki. Unfortunately, the evil alicorn smirked before jumping off with his wings flapping as he flew passed him with an evil smile on his face. Once that was done, Loki had landed while Captain Katoptris was at the top of the building and jumped down to have a stare off with Loki before their battle will begin.

"So, it seems that you are prepared…" Loki mused as his horn glowed and gold armor as well as a gold helmet with horns that were slightly curved back on them appeared on his body. "Then, let us battle!"

"Challenge accepted, Loki!" Captain Katoptris said with a determined expression. Then, the song 'One Winged Angel' from the Final Fantasy games began playing as the battle started. The two enemies then began charging at each other with their horns glowing. CLASH! Their horns clashed as Loki and Captain Katoptris glared at one another before they jumped away from each other. "It is over, captain!" Loki shouted while his horn glowed.

POW! He fired a spell at the captain. "Whoa there!" Captain Katoptris yelped, dodging it. BAM! He fired a spell back which summoned a small barrier for the spell to bounce back. "There's no way that your spells are going to stop me, Loki!" The captain exclaimed.

"Oh, but I am just getting prepared!" Loki smirked. Captain Katoptris glared at the villainous alicorn as he and Loki began clashing horns again. CLASH! So far, it seemed like the captain was attacking more while Loki was trying to defend himself from the attacks.

"Fight back, you coward!" Captain Katoptris snapped. "Do not call me a coward, you fool!" Loki shouted as he fired another spell at him.

Soon, the two ponies began firing spells at each other or summoning small shields to block the attacks. "It is over for you, captain!" Loki announced as his horn glowed. "Whoa!" Captain Katoptris yelped, summoning his magic shield again.

POW! Once again, the spell bounced back. "This is getting old!" Captain Katoptris yelled while firing another spell at him. "Now, you are trying too hard now!" Loki snapped before he began firing spells again while Captain Katoptris began summoning his magic shield again to block the attacks.

This continued on with the captain firing spells at Loki while the grey alicorn summoned his magic shield to block the attacks and Captain Katoptris was blocking attacks while Loki was firing spells at him. "I'm done with fighting you!" the Captain snapped. "Then, try to fight me harder!" Loki taunted.

Then, they began clashing horns again. CLASH! They started firing spells at each other and blocking the other's attacks with their magic shields. "I've got you now!" Captain Katoptris yelled as he charged at Loki. CLASH! Suddenly, the captain was sent flying because Loki had summoned a magic barrier around him. "What?" Captain Katoptris asked, trying to attack while his opponent moved around with no problem.

"Maybe I shall end this battle…" Loki chuckled evilly before firing another spell. Captain Katoptris summoned his magic shield again to block the spell. POW! And then, the battle still went on the same way: Captain Katoptris fired spells at Loki while he blocked them with his magic shield and Loki fired spells at Captain Katoptris who blocked them with his magic shield as well as the two occasionally clashed horns.

"I have you now, Loki!" Captain Katoptris shouted as he fired another spell which Loki blocked with his magic shield. "I am beginning to grow bored of this." Loki snarled. He began firing spells again which made it hard for Captain Katoptris to block the attacks with his magic shield.

"Now I've got you!" Captain Katoptris yelled, firing spells at Loki while he blocked them. "Enough pathetic games! BWAHAHAHAHAHAHAHAHA!" Loki cackled while flying into the air and firing spells at the captain.

POW! POW! POW! Captain Katoptris was lucky enough to summon his magic shield again to block the attacks coming down from above. "This looks bad…" He muttered to himself. Then, the battle continued the same way, but with a twist since Loki was flying around and firing spells from above. "You cannot stop me, captain! MWAHAHAHAHAHAHAHA!" The grey alicorn laughed evilly.

"I'll stop you and the Princesses will put an end to all of the evil you've caused in Equestria!" Captain Katoptris snapped as he fired spells at Loki who was blocking them with his magic shield. The battle kept on going with Loki flying and firing spells while Captain Katoptris blocked them and Captain Katoptris firing spells while Loki blocked them. "This time, I've got you!" The captain yelled, clashing horns with Loki.

"Then, why do you fight like a weakling if you are so loyal to the Princesses and Prince Shining Armor?" Loki asked with a smirk. "Shut up!" Captain Katoptris snapped while preparing to fire a spell at him.

But then, Loki quickly struck the captain down with a spell. "ARRRRRRRRRGGGGGGGGGGGGGGH!" Captain Katoptris cried out in pain as he collapsed to the ground after the attack. "I apologize, captain. That may have been a little too much." Loki taunted, his horn glowing.

Captain Katoptris gulped in worry as he braced himself for a powerful attack that Loki might conjure up. "I could kill you and end this battle right now if I wanted to!" The grey alicorn declared. "Then…why don't you do so?" Captain Katoptris asked.

"Because I can." Loki smiled evilly before his armor vanished from his body. "I shall spare you…for now. For the next time we meet, I shall get rid of you and the Princesses!"

"Do you even realize that it isn't the wisest idea?" Captain Katoptris asked while getting back up. "It is a wise decision to make all of those ponies pay for making my life miserable! I look forward to the extermination of the entire pony race, starting with you and the Princesses, Captain…" Loki corrected before he vanished in a flash of dark green light.

"It'll never be over, Loki…" Captain Katoptris muttered to himself. Then, he ran off to Ponyville.

Loki arrived at the Princesses' old castle where Trixie was waiting for him. "The mission was a major success. We distracted the ponies with the forest fire and we foalnapped five foals." The light blue unicorn announced. "I see…" Loki smirked. "Let us give them a proper greeting, shall we?"

The two ponies entered the throne room where the Diamond Dogs and General Shield Strike's soldiers were trying to keep the Cutie Mark Crusaders, Button, and Pipsqueak under control. "Quit moving, you little brats! It's getting annoying!" Spot snapped.

"Let us go!" Sweetie Belle commanded. "We wanna get outta here!" Pipsqueak yelled.

"Greetings, young foals. Did you all miss me? I must admit, your attempts of escaping and fighting back were very amusing, yet weak." Loki taunted while smiling evilly. "What do you mean by that?!" Button snarled at Loki, making the villain fake a surprised expression.

"Oh dear, have I disappointed you? General Shield Strike, I must say that you and your soldiers did well on capturing these foals for me."

"Thank you. I wanted to get rid of those Applejack and Rarity shelas, but my soldiers and I finished the mission anyways." General Shield Strike explained as he bowed. "Is that so? Now, General Shield Strike, do hate ponies as much as I do to kill these foals?" Loki asked.

General Shield Strike seemed a bit confused and shocked as he answered, "I may hate them, but I would NEVER kill foals! It's a low, even for me!"

"Ya can let us go, ya know!" Apple Bloom snapped. "Young filly, hold your tongue while the adults are talking!" Rover scolded.

Loki turned around and walked up to the thrones will saying, "I must say, the next part of our plan will be a success. Those so called wielders of the Elements of Harmony shall come and save you five, but it shall be their deaths!"

"You know, because of the way you want all of the ponies to die, he hates you." Scootaloo said while Loki still had his back turned.

"And what do you mean by that?"

"You're a monster!"

Quickly, Loki turned around and smacked Scootaloo in the face. "Listen here, you brat! You do not know how many years a believed that I was not the monster that parents told their foals about at night! Thor never loved me!" He ranted. "What are you talking about?!" Scootaloo demanded.

"I know about how you look up to Rainbow Dash and how she treats you like a younger sister…ha! She does not care about you! To her, you are just a useless filly who cannot fly yet!" Loki shouted.

"That's not true! Rainbow Dash DOES care about me! You're just lying!"

"Oh please!" Loki scoffed. "She does not have the time to see you!"

"Shut up and leave Scootaloo out of this! Rainbow does care for her, the same way how Rarity cares for me!" Sweetie Belle snapped. "Well, let us see if your so called friends and sisters come here to rescue you. They shall arrive here soon." Loki said while hiding a smirk.

Leaving the other foals with Scootaloo in the throne room, the evil alicorn smirked. Everything was going according to the plan…

Disclaimer: I don't own anything in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart.

Celestia and Luna landed in Ponyville, knowing that they were too late once again, but they stopped at a certain safe inside the castle to get a familiar glass case with five necklaces and a crown sitting on a dark pink cushion that Celestia levitated beside her.

The Princesses arrived in the library where the Mane Six and Shining Armor were recovering from the chaos of the attack. "I believe we are too late once again…" Celestia sighed sadly. "Yeah, Loki's army had got their revenge with another attack on the town! They tricked Diamond Tiara and Silver Spoon and distracted all of us with a forest fire in order to foalnap the foals!" Rainbow explained.

"And Gilda attacked me when I was checking on my animals." Fluttershy added. "Ponyville wasn't the only place that was attacked! Canterlot was also attacked. Loki distracted us with his Diamond Dogs to prevent us from reaching you all." Luna explained.

"What does he want with five foals anyways?" Shining Armor asked.

"Ain't it incredibly obvious?" Applejack began. "He wants us to rescue them and trap us in order to kill us and take over Equestria!"

"But what choice do we have? Loki will probably kill the Cutie Mark Crusaders, Button Mash, and Pipsqueak just like how he killed Dinky and…made Thor snap and leave the town." Twilight questioned sadly. "It isn't all your fault, Twily. Thor was just angry. We'll go rescue the foals and defeat Loki." Shining Armor reassured his sister.

"But how? We don't even know where his and the army's super-secret hideout is!" Pinkie asked. "I know…I sensed that they're hiding out in the castle Celestia and I used to live in." Luna answered.

"I sensed the same thing earlier, Luna." Celestia nodded. The ponies stared with concerned expressions. Rainbow paused while saying, "I wonder what time is it …"

"How can ya go check on what time is it when Scootaloo and the other foals could be in danger right now as we speak?" Applejack asked in annoyance.

"Hey! I just wanted to know what hour are we at right now!"

Applejack groaned as Rainbow flew over to the clock, only to notice a paper with a dagger through it with a message written in blood on it.

'Dear foolish ponies,

As you were told by now, my army and I have captured five foals of yours. If you wish to have them back, you must bring the Elements of Harmony to me at the Princesses' old castle or the foals shall suffer at my hooves. Stalling is not an option. Prepare for the extermination of the pony race! You all shall kneel before me!

-Loki'

"Ugh…how did HE get in here?!" Rainbow groaned, taking of the dagger with the piece of paper on it as the ponies stared at her while she wiped some blood that dripped onto her hoof as she read the message off. "Uh, what?"

"You mean to tell us that Loki got into the library when I wasn't here and left a threating message written in blood which was dripping all over my floor and down my wall…and nopony didn't even tell me?!" Twilight demanded, her eye twitching in fury.

"Why do you ask that?"

Twilight growled as she levitated Rainbow before slamming her onto the ground, glaring at her as her horn glowed. "YOU PATHETIC LAZY IDIOT! JUST BECAUSE I WAS TRYING TO HELP OUT WITH THE FOREST FIRE AND NOPONY TOLD ME ABOUT IT, THOR WANTS NOTHING TO DO WITH US, SPIKE RAN AFTER HIM, THE CUTIE MARK CRUSADERS, BUTTON MASH, AND PIPSQUEAK ARE PROBABLY GETTING TORTURED BY LOKI AND HIS ARMY, AND ALL OF EQUESTRIA IS IN DANGER! BESIDES, THE BLOOD IS GOING TO TAKE ME FOREVER TO CLEAN UP!" She ranted. "Twilight, calm down!" Fluttershy yelled.

"We know this looks bad! Just stop before you blow up Rainbow!" Pinkie exclaimed. It didn't seem that Twilight wouldn't calm down…until Celestia put a hoof on her, causing the lavender unicorn to turn in her direction. "Twilight, I know you're upset with everything that's been happening, but threating one of your friends won't solve anything." Celestia said.

Twilight gritted her teeth before hesitating sadly and calming down as her horn stopped glowing. "I'm really sorry, Rainbow. It's just…a lot of crazy stuff has happened lately…and Equestria is under attack by a dangerous enemy! I don't know what to do." She sighed.

"It's alright, Twilight. We'll fix it somehow."

"We have to stop Loki, but we must find a way to get to the Princesses' old castle." Shining Armor nodded. "I think I might know a way…" Twilight said while levitating a book from the shelf. "According to this book, it says that it's located deep within the forests of a town known as Everfree which is now known as Hollow Shades today. It was once the home of Princess Celestia, Princess Luna, and their parents. It also says it was abandoned and ruined during Princess Celestia's battle with Nightmare Moon as well as the last known location of the Elements of Harmony. After Nightmare Moon got banished, the Elements were put into safe keeping and sealed away in a building that once belonged to the Founders of Equestria in the Everfree Forest outside of Ponyville by Princess Celestia."

"So, what you're sayin' is that we gotta go to this town in order to find the castle?" Applejack asked. "Pretty much." Twilight nodded.

"Um, Twilight? How exactly do we get there if we don't know where it is?" Fluttershy asked shyly. "No clue, Fluttershy." Twilight answered with a shrug.

"Wait, does this mean we have to take a carriage or a train there?" Rarity questioned. "Of course, silly! We can't just walk there!" Pinkie giggled.

"Actually, it would take forever if we use a train because of all the stops it takes." Twilight mentioned. "If you were all as fast as me, then we would be at the castle in ten seconds flat." Rainbow said.

"Twilight, is there any quick way we can get to the castle?" Rarity asked nervously. Twilight shrugged.

"So much for finding a good mode of transportation…" Shining Armor groaned. "Don't fear, ponies. We shall find a way." Luna reassured them.

"How about a boat?" Fluttershy asked. "We're not anywhere near water though." Twilight pointed out.

"It's not needed, Fluttershy." Celestia said. "Good, now it's time to give those jerks a payback they deserve!" Rainbow exclaimed.

"Not yet, Rainbow! First, we need the Elements." Twilight said. "I knew you were going to say that, Twilight." Luna giggled.

Celestia levitated the Elements out of their glass case and onto the Mane Six. "Thanks! Now, we can leave." Twilight exclaimed.

"Go, the fate of Equestria rests in your hooves." Celestia said before teleporting the six mares away.

At the moment, it showed what was happening with Thor and Spike who was chasing after him. The peach alicorn was seen standing on top of a hill and looking in distance. He was now at the borderline from Equestria to Ponyheim. Straight ahead was a city with buildings made out of gold with a castle that looked like a giant pipe organ standing in the center of the city. This was the kingdom Equestria has been allies with for a long time: Ponyheim.

"Finally, I am home at last…" Thor sighed. "Thor, wait up!" A familiar voice called out.

Thor turned and saw Spike standing there. "Oh, it is you…I told you to stay away from me!" He groaned before running off.

"Thor, stop running!" Spike exclaimed as he ran after Thor into the city. The alicorn ran as fast as he could through the city until he stopped near the castle.

Spike came running over before he saw two figures flying down in front of Thor while yelling, "Thor, look out!"

Suddenly, the figures landed and one of the figures, a sea green alicorn mare wearing a light blue dress with a gold shoulder pad and chestplate on it, stared at Thor sternly. "What brings you to the kingdom of Ponyheim, traveler?" She asked. "I assume you are not an ally of my adoptive son Loki?"

"Of course not!" Thor answered. "My queen, it's our son, not a trespasser or enemy." A white alicorn stallion wearing gold armor with a yellow cape as well as gold sleeves and gold armguards reminded her.

"Oh! I apologize, Thor! I did not realize that you came back home!" Frigga, the alicorn mare, giggled nervously.

"Yes, he went to our allies' kingdom to watch out for danger there. Princess Celestia said that he was returning home and there was supposed to be a dragon that was following him." Odin, the white alicorn, explained. "I understand." Frigga nodded with a smile.

"Thor, are you ok? Did you get hurt by—"Spike began while running up to him before noticing Odin and Frigga. "Oh, these are your parents, right?"

"Indeed, young dragon. I am Odin and this is my wife, Frigga. We are the rulers of Ponyheim and Thor's parents." Odin greeted. "It is a great pleasure. I have never seen a dragon before." Frigga nodded.

"I'm Spike, your highnesses. Princess Celestia's student sent me here." Spike said while bowing. "It seems that you are friends with the ponies of Equestria, I assume?" Frigga asked.

"I sure am!" Spike nodded. "What are you doing here?" Thor asked in annoyance before trying to fly up to the nearest balcony, only to get stopped by his parents.

"Wait, Thor! Where are you going?" Odin exclaimed. Thor groaned with an annoyed expression, "Father, I have been trying to get away from that dragon because he had followed me all the way here."

"Oh great, here we go…" Spike sighed while facepalming himself. "What is wrong with Spike, my son? It seems that he was concerned about you." Frigga asked.

"It is because of the ponies of Equestria! I hate them all! They would not leave me alone when I told them I did not wish to talk to them! And now, Princess Celestia's student has sent HIM to go after me!" Thor answered angrily. "Whoa there, Thor! Calm down! There's no need for you to get angry." Spike reassured him.

"This is none of your business, Spike! They are just despicable! Why bother helping them battle against Loki and his army at all?! Not to mention that—"Thor began, but Odin lifted his hoof up to silence him.

"Now, Thor, is this how you truly feel about the ponies of Equestria?" Odin asked. "What do you mean by that?! OF COURSE THAT IS HOW I FEEL ABOUT THEM!" Thor snapped.

"But is that because of the way you treated them or the way they treated you?" Odin questioned. "Father, what do you mean?" Thor asked.

"Remember when you first met Twilight Sparkle and her friends? Think back on it: do you believe they treated you badly when you approached them?" Odin questioned. "Yes." Thor nodded.

"Think harder…remember the way they treated you when you first met them. And you shall realize what true friends they are to you." Odin explained. Thor had no idea what his father was talking about, but sighed in annoyance and thought back to when he was interacting with the Mane Six and Spike in Ponyville, remaining silent for a while.

"You seem confused, Thor." Frigga pointed out, noticing that her son now had a confused expression. "Why have I not realize that they were loyal friends to me when we first met?" Thor asked before his expression turned back into anger. "But that still does not explain everything!"

"Oh boy, here we go again…" Spike groaned. "You must think harder and see what good friends Twilight Sparkle and her friends are." Odin said.

Thor groaned before looking back on the moment he saved Twilight from Loki and how her friends complimented on his bravery. Suddenly, his expression turned to shock as he fell to the ground. "Seems like Thor is having a dramatic moment…" Spike commented. "What have I done?" The peach alicorn asked sadly. "I have insulted my friends and everypony in Ponyville. They may not even forgive me when I apologize to them, thinking that I am just like Loki!"

"Sorry this has happened to you, Thor…" Spike reassured him. "Why should you be sorry? I am the one who should be sorry. I have shunned my new friends, they possibly do not even care for me anymore." Thor asked sadly.

"Well, but we should feel sorry about what has happened to you." Spike pointed out. "If only that would help, my adoptive brother wants to kill me, I have no friends, and I would not possibly be accepted by the ponies of Equestria again. What would they say if they found out that I have returned to assist them in the battle against Loki?" Thor sighed with a sad expression.

"Be patient, we shall discuss that." Odin commanded. "Do you need time to decide on what you shall do, my son?" Frigga asked.

"Yes, mother, I need a moment to discuss it with Spike." Thor nodded. "Of course, you may have time to think about it. Your mother and I shall wait for you to make your choice." Odin said.

Thor then began pacing around in deep thought as Spike watched him. "What shall I do, Spike? Assist Equestria or stay here in Ponyheim?" He asked. "Well, you have to decide what path you take from what's in here." Spike answered as he walked up to Thor and pointed to where his heart is.

"In my heart?" Thor asked. "Yup." Spike nodded. "The best thing you can do is let go of the past and focus on the present."

"Do you believe that Twilight and her friends would forgive me and accept me back into their circle of friends?" Thor questioned while he felt hopeful. "Of course, they'll forgive you!" Spike grinned.

Thor smiled and turned to his parents. "Father, mother!" He called out. "You must have made your decision, I assume?" Frigga asked with a smile.

"What have you decided, Thor?" Odin questioned. "I have finally made my decision!" Thor replied. "I am returning…to Equestria!"

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor and Loki belong to Marvel. I don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart. I also don't own the songs The Riders of Rohan and Click, Click Boom.

"Ok, here we are…" Twilight said as she and her friends in the distance at their location: the Princesses' old castle. "I still think that this is a trap. Loki's probably gonna murder us before we even get the chance to attack." Applejack muttered, walking across the drawbridge alongside her friends.

"Relax, Applejack. We'll just give Loki the Elements and he'll get them…right in his face with we unleash the Elements' power to blast him and his army outta here!" Rainbow said with a determined expression.

"Let's not try to overestimate him. Loki seems to be a few steps ahead of us."

"Shouldn't we wait for Spike?" Fluttershy asked nervously. "That would be a great chance for us to defeat Loki quicker, right?"

"Yeah, but we don't know if he'll make it back here safely and if we don't give the Elements to Loki, the foals will die. And we won't know what'll happen to -"Twilight began, but was interrupted. "We've made it to the gates!" Pinkie announced happily.

The Mane Six looked up to see the gates in front of the ruined castle. "Here it is: just like what the princesses said." Twilight said. The gates opened up, much to their notice. "Oh, I have a bad feeling about this…they opened the gates for us." Fluttershy muttered.

"I know, keep quiet, girls." Twilight nodded with a stern expression. The Mane Six entered the castle courtyard and heard evil laughter once they stopped walking. "Alright, get out here, you brutes!" Rarity demanded.

"Do you want us to? I have a feeling that you shall not enjoy it." A familiar voice taunted evilly. "Why won't we enjoy it?" Pinkie asked with a confused expression.

The ponies yelped as a flash of dark green light appeared and vanished to reveal Loki and his army.

"It is simple: we have the advantage to defeat you, unlike your previous enemies."

"Yeah, you sound really overconfident…" Rainbow scoffed. "We have the Elements, now give us the foals!" Twilight demanded. "By the way, you left this in my library!"

She levitated the dagger over to Loki who made it vanish. "Thank you, Twilight Sparkle, but I never said anything about freeing them." Loki said. "But you said—"Rarity began, but Loki cut her off.

"That they shall be let go alive." Loki interrupted, gesturing to the Cutie Mark Crusaders, Button, and Pipsqueak chained up. "But if you desire your foals that badly, how about we all duel?"

The ponies noticed the army snickering evilly at the thought of a battle against their enemies. "I have feeling that this battle is going to be quite chaotic…" Discord smirked. "Oh shut up, Discord! You WOULD know what's chaotic!" Rainbow snapped.

"You ponies are done for once Loki and the rest of us exterminates all of you!" Trixie boasted. "Trixie, I thought you knew better! Why haven't you thought that boasting and arrogance is wrong?!" Twilight demanded.

"I'll never tell, Dorklight Sparkle!"

"Hey! Don't insult my friends, Trixie!" Fluttershy snapped. "Oh what now? You wanna fight now, Fluttershy?" Gilda asked.

"Hahahahahaha! Look at the Pegasus trying to be tough!" Spot laughed as Rover and Fido joined in. "You despicable mutts, don't talk to Fluttershy like that!" Rarity snapped.

"I'm going to kill all of you with my bare hooves just like I did to that griffin, shelas!" General Shield Strike declared evilly. "We're gonna defeat ya! Foalnappin' my sister and her friends was low!" Applejack exclaimed.

"Tough talk coming from somepony as useless as you!"

"HEY!"

The heroes and the villains then began throwing insults at each other until Loki commanded, "SILENCE!"

Both sides stopped arguing at turned to Loki. "Now that we all had a chance to get our anger out, shall we start?" Loki asked. "Fine with me!" Rainbow snapped.

Loki smirked, "Alright then, let us begin. And if you excuse me, I have my own problems to deal with."

With that, the alicorn disappeared in a flash of dark green light. "I'll fight Gilda!" Rainbow yelled.

"I'll handle Flim and Flam." Applejack said. "Oh, oh! I wanna fight Discord!" Pinkie giggled excitedly.

"I'll take care of those mutts." Rarity stated. "I can handle General Shield Strike and Trixie." Twilight said with a determined expression.

"I guess that leaves me with General Shield Strike's soldiers…" Fluttershy muttered nervously. Before anypony knew, the song The Riders of Rohan from Lord of the Rings: The Two Towers began playing as the battle began.

In Canterlot Castle, Celestia and Luna were pacing around the throne room after just returning to the castle. "Sister, do you think it was safe for them to go? It seems that nopony can underestimate Loki." Luna asked. "Yes, Luna, I know, but we can only hope that Twilight and her friends can defeat him…or at least try to. I think we should probably send in the Ponyheim army to help them." Celestia answered with a concerned expression.

"I apologize, but having the Ponyheim army help your heroes is not an option, Princess Celestia." A familiar voice taunted. The princesses turned to see a familiar pony appear in front of them.

"Loki, shouldn't you be fighting Twilight and her friends alongside your army?"

"They can fight well without me, but now I must have the two of you be eliminated."

"If you want to kill my sister, then you have to go through me." Luna said sternly, walking in front of Celestia to defend her. Loki snarled and glared at Luna as he demanded, "Move!"

"I will not."

"Princess Luna, move before I kill you!"

"I won't! I'll defend my sister even if it means risking my life!" Luna declared. "Step aside, Luna. I must fight Loki to defend you." Celestia said while holding her hoof out to block Luna as she stepped up to glare at Loki.

"That was the best suggestion I have heard!"

Loki's horn glowed as his armor and helmet appeared on him. The two alicorns clashed horns quickly before Loki bucked Celestia away. The villain smirked and gestured Celestia forward. The two then began clashing horns again. Loki hit Celestia who attacked back by bucking him. The grey alicorn then knocked Celestia backwards onto the ground. She tried to get up, but Loki stood in her way. The villain then fired a spell at the white alicorn, knocking her out.

"Weak as always, I assume? You did not even react when your sister as Nightmare Moon, Discord, or King Sombra returned. Instead, you left it to Twilight Sparkle and her friends to handle the situation. You were even defeated by Queen Chrysalis during your niece's wedding!" Loki taunted as he prepared to give out the final attack.

Suddenly, before he could do so, Luna stepped in front of Celestia. "No! Don't kill my sister!" The dark blue alicorn commanded.

"You cannot stop me, Princess Luna! Nopony can!"

"Loki, would you do the same for Thor if he was in my sister's place now?"

Loki gritted his teeth in annoyance as his horn glowed and his armor vanished. Then, he snapped, "You are lucky that I must go deal with Twilight Sparkle and her friends now! But remember, Princess Luna: the last interruption you make…shall be your last."

With that, the grey alicorn vanished, leaving Luna in the throne room with Celestia.

Back at the princesses' old castle, Applejack was looking for Flim and Flam. "Ok, where are those no good scammers at?" She asked herself. "I assume you're looking for us?" Flim's voice asked in the distance.

"We're coming right towards you." Flam's voice added. "BWAHAHAHAHAHAHAHA!" The brothers cackled.

Applejack took out her lasso and looked around for where their voices were coming from. Suddenly, the ground began shaking, causing Applejack to yelp. "What in tarnation is makin' the ground shake?" She asked. VROOOM! Suddenly, what looked like a large tank came speeding in before stopping in front of Applejack. The orange Earth Pony guessed that this was one of Flim and Flam's inventions. It was a tank that was grey and black in a camouflage pattern with six wheels on both sides. The top of the body had a glass dome with a bunch of controls which would be big enough for several ponies. The tank also had a huge cannon on the front.

"Introducing our latest invention that can destroy weak ponies like you!" Flim announced. "The Challenger is made with the strongest of metals withstanding any attacks!" Flam exclaimed.

"With a cannon that can send your opponents flying, it's perfect for anypony who wants to fight their enemies!" They finished. "Ya'll expect me to be afraid of some tank?" Applejack asked with a sarcastic expression.

"Oh, but I have a feeling you're not going to like what surprises we have for you…" Flim smirked while levitating a remote with a button on it out. "Some certain ponies are with us in this tank." Flam added.

"Applejack, help me!" Apple Bloom's voice shouted from inside the tank. "Apple Bloom, are you alright in there?! What are they doin' to ya?!" Applejack began, running up to the tank.

"Wouldn't you like to know what we're doing?" Flim asked slyly. "Just try to attack us and see." Flam added.

Soon, the tank began moving quickly once again as Applejack tried to rope it up with her lasso or dodge it. "Ha! I can attack tanks like yours any week!" Applejack exclaimed. Then, she roped up the tank and jumped onto the glass dome, smashing her front hooves onto it. "I wouldn't do that if I were you, Applejack." Flim smirked while pushing the button on his remote.

Suddenly, much to Applejack's horror, there were lights flashing from the dome while ZAP! sounds were heard. But things got worse when the screaming was heard. "AHHHHHHHHHHHHHH!" Apple Bloom screamed inside the tank. "Apple Bloom, are you ok?!" Applejack yelled.

"It's best not to ask that question." Flam said. "She's my sister! I gotta get her and her friends out of there!" Applejack exclaimed with a worried expression.

"But there is no way to get in…unless you found a way to break the glass dome we're in." Flim smirked. "Remember, it's hard to break the tank or the glass of this dome." Flam reminded her.

"Let the battle begin!" They declared. Now, the cannon was being charged up while the tank began speeding after Applejack. "Oh boy, this is gonna be hard…" She muttered to herself.

Elsewhere, Gilda was seen glaring at Rainbow. "Alright, Rainbow Crash, ready to fight?" Gilda asked evilly. "Call me that again or I'll beat the living Tartarus out of you!" Rainbow snapped.

"Yeah, whatever…" Gilda muttered sarcastically. "Get ready to fight, Gilda! 'Cause I'm gonna rock you…like a hurricane!" Rainbow exclaimed.

"Really? That's so lame…" Gilda groaned. "Jealous, Gilda?" Rainbow asked with a cocky expression.

"That's it, Rainbow Crash! It's about time we begin fighting!" Gilda snapped. The two then flew up into the air and began fighting each other.

Then, it showed Fluttershy cowering in a corner as General Shield Strike's soldiers surrounded her. "Ready to fight, shy Pegasus?" One of the soldiers taunted. "Yeah, there's nopony who can save you now." Another soldier smirked.

Fluttershy began sweating. I have to think of something…come on! Think, Fluttershy, think! What would Rainbow do? She thought. Then, she realized something: Rainbow would taunt and force the other soldiers to fight each other.

"HEY!" Fluttershy called out. "What is it?" One of the soldiers asked.

"Your helmet is crooked! The soldier behind you is making faces at you! General Shield Strike prefers that soldier better than you! That soldier just insulted you!" She taunted each of the soldiers. In a flash, the soldiers started fighting each other instead of her.

"Phew, that was a close one…" Fluttershy sighed in relief.

It then cut to Discord who was preparing to fight Pinkie. "We meet again, Pinkie Pie. What should I do with you this time? Trap you in a licorice cage? Smash your head in with marshmallows? Get your tail caught in a mouse trap?" He suggested. "Y'know, if you weren't such a meanie, it would be great if you made it rain chocolate all the time." Pinkie pointed out.

"Yeah, yeah, but now I have to deal with your demise!" Discord grumbled in annoyance as he rolled his eyes. "Let's play a game! It'll be called 'Try to Catch Me'!" Pinkie said playfully.

"Too easy! I'll get you!" Discord scoffed. Then, he snapped his talons and summoned a bunch of rocks to try to hit Pinkie with as she was bouncing around.

When the rocks had landed, Pinkie just bounced off of them and continued her way. "Can't catch me!" She giggled. "Ugh, would you just hold still?!" Discord snapped, blowing stuff up by snapping his talons.

"You can't hit me!" Pinkie taunted happily while dodging another explosion. Discord growled in annoyance and snapped his talons, causing another explosion. Unknown to him, Pinkie had snuck up on him and began stuffing him into her party cannon. "I should've seen this coming!" Discord groaned.

"3…2…1…FIRE!" Pinkie cheered as she pushed the button to launch Discord out. BOOM! Then, Discord was fired out of the cannon, followed by a ton of confetti. "AHHHHHHHHHHHHHHHHHHHHH!" Discord screamed, getting launched high into the air.

Elsewhere, the Diamond Dogs were seen grinning evilly at Rarity. "Ready to fight, whiney pony? This time, we're immune to your tricks!" Spot taunted. "Yes, now we can't hear you whine!" Rover declared while showing off the corks in his ears.

"Look at what I have, Diamond Dogs!" Rarity exclaimed as she levitated a bunch of gems out of the ground. "Oooh, gems!" Fido said.

"They're so pretty…" Spot muttered. "Give us the gems, pony!" Rover commanded.

"Alright, I'll give them to you…" Rarity smirked. POW! BAM! POW! Suddenly, she launched the gems at the Diamond Dogs. "Ow! Ow! Ow! The gems are hitting us!" Fido yelled.

"Why are they hitting us?!" Spot exclaimed. "We don't want gems like this! We want gems that don't hurt Diamond Dogs like us!" Rover shouted, blocking the gems.

"Too bad, you should've asked politely." Rarity taunted.

It cut to Twilight who was glaring at Trixie and General Shield Strike. "Remember the plan, Trixie. Loki wants us to kill this shela or we're both dead!" The white Pegasus whispered to Trixie. "Whatever you say, general. I, The Great and Powerful Trixie, will help you kill Twilight Sparkle." Trixie shrugged.

"I'm not going down just yet, Trixie! My friends and I will put an end to Loki's evil in Equestria!" Twilight exclaimed in determination. "No, you won't! We'll rule Equestria for all eternity once we defeat you and your friends!" Trixie snapped.

The blue unicorn fired a spell at Twilight who dodged it. General Shield Strike threw a spear at Twilight who teleported out of the way. "You're a failure, Twilight! Just like how you left Dinky to die!" General Shield Strike yelled. "That's right, Loki told me all about your foalhood friend!"

"Shut up, General Shield Strike, this is between me and Loki since that no good son of a Frost Pony killed her!" Twilight snapped as she fired a spell at General Shield Strike. "Don't forget that I still owe you for humiliating me!" Trixie yelled, knocking Twilight down.

"Trixie, we were supposed to kill her together!" General Shield Strike snapped. "I was planning on killing her myself for revenge." Trixie smirked.

Suddenly, Twilight got back up and teleported in front of her. "I can't believe you, Trixie! It wasn't my fault that I humiliated you! It's the truth! You're just an arrogant show off!" She snapped. "SHUT UP! I'll never listen to you!" Trixie yelled while firing a spell at Twilight who dodged it.

General Shield Strike then threw a spear at Twilight who jumped over it. "And General Shield Strike, once this is over, you're going back to prison with your soldiers!" Twilight exclaimed. "I'm not going back to prison, so HA!" General Shield Strike taunted.

"Oh…IT! IS! ON!" Twilight shouted angrily. She then charged at them, continuing their battle.

Back with the Rainbow vs. Gilda battle, the cyan Pegasus was dodging her former friend's attacks. "Stay still, Rainbow Crash! I wanna make your death quicker!" Gilda snarled. "That's not gonna happen!" Rainbow yelled as she punched Gilda in the beak.

"Rainbow Crash, I'm never gonna ever be friends with your lame friends, especially Pinkie Pie and Fluttershy!" Gilda retorted. "That's why you're working with Loki, just because you're jealous of my friends?!" Rainbow asked angrily.

"Oh yeah, like I'm jealous of some uncool ponies…" Gilda grumbled, rolling her eyes. "Looks like you're jealous of me…" Rainbow taunted before they continued fighting.

Back with the Applejack vs. Flim and Flam battle, the orange Earth Pony was having trouble, especially with trying to get into Flim and Flam's Challenger tank. Yeah, dodging it was easy, but trying to break the glass dome wasn't since every time she roped up the tank and smashed her hooves on the glass dome once she jumped onto it, the two unicorns would press a button on their remote to electrocute Apple Bloom.

"Is this Loki's master plan?! To capture some foals and have you two torture one of them for his own amusement?!" Applejack demanded. She then dodged the tank when it came speeding towards her. "Is that where your business lies now?!" The orange Earth pony exclaimed.

"Just surrender and we'll let the foals go." Flim smiled evilly. "Yes, go ahead and surrender." Flam added.

"DON'T DO IT, APPLEJACK! IT'S A TRICK!" Apple Bloom shouted. "Apple Bloom, you're right! I'm not gonna give you and your friends up to these two! I'm gonna find a way to get in there and save ya'll!" Applejack said with a determined expression.

Then, she charged at the tank while Flim and Flam began firing the cannon at her which she dodged the blasts. Applejack lassoed the Challenger again and jumped onto the glass dome and began smashing her hooves on it. Then, Flim pressed the button on his remote, electrocuting Apple Bloom.

"NO!" Applejack yelled. "AHHHHHHHHHHHHHHHH!" Apple Bloom screamed from inside the tank.

Inside, Flam was controlling the tank while Flim was levitating his remote and Apple Bloom was seen strapped to the wall by her front and back legs in an X formation. Once she was finished screaming, the filly took a deep breath and looked up where Applejack was standing. Near Apple Bloom was a cage where Scootaloo, Sweetie Belle, Pipsqueak, and Button were trapped in ever since the battle began.

"Apple Bloom, are you ok there?" Sweetie Belle asked with a worried expression. "I'm fine, Sweetie Belle." Apple Bloom answered in exhaustion.

"Just hang in there, Apple Bloom! We'll find a way to get you out of this!" Pipsqueak called out. "But how is the question." Scootaloo pointed out.

"Don't bother to ask that, foals!" Flam called out. "That's right, you'll never get an answer!" Flim taunted.

"Great, now what are we gonna do?" Sweetie Belle questioned. "Can't we just squeeze through the bars?" Scootaloo asked.

"I don't think that would be possible." Pipsqueak answered. "Wait, I think I have an idea…" Sweetie Belle gasped. "Button, give me your propeller hat!"

"Ok, what for?" Button asked while taking his hat off and giving it to Sweetie Belle. "It's for something that'll help us escape." Sweetie Belle replied.

"Button's hat? Come on, Sweetie Belle! How will it in one way help us get out of—"Scootaloo began as Sweetie Belle began using the top of the propeller of Button's hat to undo the lock. Suddenly, the cage door opened once Sweetie Belle finished undoing the lock. "Here?" Scootaloo finished.

"Cool! How did you do that?" Pipsqueak asked. "Rarity showed me a similar trick with a pin to open any lock." Sweetie Belle answered proudly.

"That's awesome!" Scootaloo exclaimed with a smile. "Can you do the same for Apple Bloom?" Button asked.

Sweetie Belle nodded as the foals went up to where Apple Bloom was strapped. She then used the top of the propeller to undo the locks that kept Apple Bloom strapped and put Button's hat back on his head while Apple Bloom fell onto the ground since she was now free.

"Thanks." She grinned at Sweetie Belle. "No problem! Friends help each other out." Sweetie Belle said.

"I think we need a plan to stop the brothers from trying to kill Applejack with their tank." Scootaloo whispered, forming a circle with the other foals. "But how? Every time she jumps up on the glass dome and smashes her hooves on it, they push that button on the remote to electrocute Apple Bloom." Pipsqueak pointed out.

"That's right. We have to find a way to get to that remote." Button nodded. "Maybe we can try to defeat Flim and Flam too…" Apple Bloom muttered.

"How?" The foals asked in confusion. "We're gonna try to beat Flim and Flam at their own game." Apple Bloom smirked.

Now, Applejack was having trouble running around and dodging the tank. "I better not give up…I need to get my sister and the other foals outta there…" She muttered to herself. "Applejack, quick! Jump onto the glass dome and smash your hooves on it!" Apple Bloom called out from inside the tank.

"Apple Bloom? How—"Applejack began. Inside of the tank, Apple Bloom was seen standing on the controls with her hooves on the front of the glass dome. "Ya have to do it! My friends freed me and ya gotta smash your hooves on the glass dome to electrocute me, so we can destroy the tank!" She called out.

"Wait a second, how did you escape?" Flim asked. "And how did you get free?" Flam added.

"We freed her!" A couple of voices answered in determination. The brothers turned to see Scootaloo and Sweetie Belle standing with Button and Pipsqueak who were glaring at them. "Cutie Mark Crusaders, to battle!" Scootaloo commanded.

"CHAAAAAAAAAAAAAAAAAAARRRRGE!" Pipsqueak, Button, and Sweetie Belle yelled while charging at Flim and Flam. Soon, the foals were attacking Flim and Flam as Scootaloo ran and grabbed the remote which Flim dropped during the attack. "Hey, quit it, you little brats!" Flam snapped.

"Yeah, we're trying to destroy our enemy here!" Flim shouted. "Applejack, you have to listen to me! I found a way to save us!" Apple Bloom exclaimed.

"Us? Are ya sayin' that your friends are in there with ya?" Applejack asked. "We have you now!" Flim and Flam laughed evilly as they began levitating Apple Bloom.

"LET GO OF ME! Applejack, hurry!" Apple Bloom shouted. "Fine, I'll do my best to save ya." Applejack nodded.

She lassoed up the tank and jumped onto the glass dome, smashing her hooves on it. Inside, Scootaloo looked up to see Applejack doing what Apple Bloom wanted her to do and pressed the button on the remote. ZAP! Suddenly, the room was surrounded by strong electricity.

"AHHHHHHHHHHHHHHHH!" Apple Bloom screamed. Even Flim, Flam, Scootaloo, Sweetie Belle, Pipsqueak, and Button were getting electrocuted while they yelled, "AHHHHHHHHHHHHHHHHHHHHH!"

Applejack quickly jumped off and began spinning the tank around with her lasso. "YEEHAW!" She cheered. Then, she let go of her lasso which sent the Challenger flying as it crashed onto the ground. KABOOM! The tank exploded, sending pieces of the tank everywhere. "AHHHHHHHHHHH!" The foals screamed, falling nearby.

Applejack quickly caught them with her lasso and set them onto the ground. "Ya'll alright?" She asked the foals with a concerned expression. "That was awesome!" Button cheered happily while getting up.

"Phew! Thanks Celestia that ya'll alright!" Applejack sighed in relief. "See, Applejack? We can fight back!" Apple Bloom grinned.

"You should've seen the looks on Flim and Flam's faces!" Scootaloo laughed. "That was so cool!" Pipsqueak exclaimed.

"I wanna try it again!" Sweetie Belle smiled. "Sorry, Sweetie Belle, but that's a dangerous activity for any foal to partake in." Applejack apologized.

CRASH! Flim and Flam landed near them, groaning in pain. "Hold on a second, I have business to attend to with these con artists." Applejack said sternly. "Well, that didn't go according to plan…" Flim commented.

"Agreed, I can't believe Applejack and the foals blew up our tank! We worked so hard on it!" Flam nodded. They both looked up to see Applejack glaring down at them. "I ain't through with ya'll yet! Ya'll ain't goin' anywhere before I beat the livin' Tartarus outta both of ya'll!" Applejack snapped.

"I think this calls for a retreat." Flam said. "You're right." Flim agreed.

"RUN!" They screamed as they ran off. "Hey, ya'll get back here now! I wanna pound the livin' daylights outta ya!" Applejack called out.

"Man, those two would be beaten up once Applejack is done with them." Button commented. "Yeah." The Cutie Mark Crusaders and Pipsqueak nodded.

"It seems you are enjoying yourselves, I assume?" A familiar voice asked sinisterly. The foals turned to their right and became face to face with Loki. "Loki!" They gasped in shock.

"I hope you are enjoying the battles…because the demises of your friends are coming." Loki taunted as he levitated the Cutie Mark Crusaders, Button, and Pipsqueak in front of his face.

"Hey, let us go!" Scootaloo yelled. "You're not gonna get away with this, you monster!" Apple Bloom snapped.

"Why so serious?" Loki asked darkly, scaring the foals half to death.

Back with the Pinkie vs. Discord battle, Pinkie was waiting for Discord to come back from being shot into the air. Then, the evil Draconequus teleported in and asked with an annoyed expression, "So, you think you're funny, huh?!"

"Awww, come on! Wanna play again? It was fun!" Pinkie giggled. Discord groaned and zipped up Pinkie's mouth like a zipper. "Mmmfh! Mmmfh! Mmmmfh!" Pinkie muffled.

"Well, guess what, Pinkie Pie?! I'm going to defeat your friends! Watch this!"

Discord then snapped his talons and suddenly, the tables were turned. Gilda nearly hit Rainbow with her claws, Trixie and General Shield Strike had started attacking Twilight again, Flim and Flam had come back to fight Applejack, The Diamond Dogs had surrounded Rarity, and the soldiers stopped arguing and cornered Fluttershy. The Mane Six then got stood in a circle in the throne room of the princesses' old castle.

"This is just enough power for us to win." Discord smiled evilly. "What are we going to do?" Fluttershy asked Twilight with a nervous expression.

"I don't know, we'll just have to think of something…" Twilight answered while unzipping Pinkie's mouth. "Ooooh! I know! I know!" Pinkie exclaimed in excitement.

"What is it, Pinkie?" Rainbow asked. "We're gonna play a game with these meanies! It's called Click, Click Boom!" Pinkie answered happily as she pulled out her party cannon. "And here's how you play!"

BAM! BOOM! BAM! The party cannon began launching confetti out once the pink Earth pony pressed the button on her cannon. "AHHHHHHHHHHHHHHHHHHH!" The Diamond Dogs screamed, getting blown away from the blast. Then, Pinkie began singing happily.

Pinkie: Oh yeah! Click, click, boom!

Then, she pointed her cannon at her next target and pressed the button again. BAM! BAM! BAM! "AHHHHHHHHHHHHH!" Flim, Flam, and Trixie screamed while getting knocked away.

I'm coming down on the stereo; hear me on the radio, Click, click, boom!

The pink Earth Pony aimed her cannon at the nearest villains and pressed the button once again while three shots went off again. BAM! BOOM! BAM! "AHHHHHHHHHHHHHHHHHH!" General Shield Strike and his soldiers shouted as they were caught in the explosion.

I'm coming down with the new style and you know it's buck wild, Click, click, boom!

Pinkie then pointed her cannon at the last of the villains and pressed the button for the fourth time. BAM! BAM! BAM! "AHHHHHHHHHHHHHHHHHHHHHHHHH!" Gilda and Discord screamed, getting blown away.

I'm on the radio station, touring 'round the nation, leaving the scene in devastation.

Once she was done with her song, Pinkie jumped off of her party cannon, grabbed Twilight, and began moving her tail up and down as spells were fired out of her horn rapidly like a machine gun. POW! POW! POW! POW! "AHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" The army screamed while dodging every spell that was fired.

Finally, the background music wasn't playing anymore which left our heroes to believe that the battle was finally over. The Mane Six examined the room to see where the villains are and saw that they were all together in a corner. "Ugh, the pink pony is crazier than the last time we met!" Gilda groaned.

"Get used to it, Gilda. She's more random than crazy." Rainbow taunted. Then, the slow clopping of hooves was heard which caused both sides to turn and see Loki standing there. "I am impressed, heroes of Equestria. I thought my army was going to defeat you, but defeating them proves that you are all truly the wielders of the Elements of Harmony." Loki smirked.

"We didn't come to prove that we're the wielders, Loki!" Rarity snapped as she gestured to the foals who were now chained up again. "We came here for the foals!"

"Right, your army's defeated! Now hand them over!" Twilight commanded. "But you are forgetting one thing, ponies: you must defeat me to win." Loki said, his armor and helmet appearing on him.

The alicorn began firing spells at the Mane Six who dodged them and attacked back. They tried to hit him, but their hooves went through him since he cloned himself and the ponies ended up hitting each other. Loki laughed madly as he continued dodging the attacks. While this was happening, the army was moving slowly towards the battle.

"Pathetic! Is that how well you can fight?!" Loki taunted. "Now, girls! We need to activate the Elements' power!" Twilight commanded her friends.

"Right!" The other members of the Mane Six nodded. This was their moment of triumph: once the Elements were activated, Loki and his army would be defeated. "We're done for." One of the soldiers groaned.

"There's no way I'm going to be a statue back at the castle gardens!" Discord snapped. "Would you two just shut up?!" Gilda demanded.

"It seems that they're activating the Elements!" Flim pointed out. "We're in major trouble!" Flam shouted.

Soon, Twilight's horn glowed as her friends' necklaces began glowing and unleashing waves of energy. Their eyes then turned white as they began to unleash a rainbow beam which caused the villains to freak out. "We're doomed." Fido commented. "This looks bad!" Rover yelled.

"Real bad!" Spot added. "So, this is what happens when the Elements of Harmony are activated." General Shield Strike commented.

"Wait for it…" Trixie said. Suddenly, before the rainbow beam was launched at Loki and his army, something…weird happened. Out of nowhere, dark green energy began consuming the rainbow. "Twilight? Is this a new ability?" Rarity asked.

"I don't know! This never happened!" Twilight said with a confused expression. "It doesn't look normal though." Applejack commented.

"The Elements don't normally do this. I wonder who made them do it…" Pinkie wondered out loud. "And who would that be?" Rainbow asked, knowing it was an obvious question.

"Eeep! This seems really strange!" Fluttershy yelped. "BWAHAHAHAHAHAHAHAHAHA!" Loki cackled.

"Loki!" The Mane Six gasped in a mix of horror and anger. "You fell into my trap, just as my army and I have planned!" Loki exclaimed.

"What do you mean by that?!" Twilight demanded. "I corrupted the Elements with Trixie's help, so when the power of the Elements is unleashed, I can torture them all I want!" Loki explained.

"THAT'S why you wanted the Elements?! You tricked us!" Rainbow snapped. Suddenly, the dark green energy surrounded them in a dome like a magic barrier. The Mane Six tried to break out, but they were bounced back and electrocuted. "AHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" They screamed.

They continued to do this for a while, much to Loki's amusement. With the electricity flashing blindly around them, the howling laughter of a power hungry alicorn echoing through their minds, it seemed like all hope was lost for the Mane Six.

In Ponyville, the citizens gasped in horror as an image of Loki laughing like a maniac while the Mane Six was getting tortured. "Oh my Celestia! The pony who tried to kill us all during the invasion is torturing Twilight and her friends!" Lyra yelled.

"I've got a bad feeling about this, Lyra." Bon-Bon said. "Things don't look good."

Shining Armor was seen standing inside the library, staring in horror. It seems like Loki and his army have won…

Disclaimer: I don't own anything in this story. My Little Pony belongs to Hasbro. Thor, Laufey, Odin, Frigga, and Loki belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart. I also don't own the songs Battle of the Heroes, Immortals Battle, and Captured and Tortured.

At Canterlot Castle, Celestia's eyes widened in shock as she watched the projection of Loki torturing the Mane Six. She said, "Luna…Loki is torturing Twilight and her friends. How do you think he managed to do it?"

"I'm not sure, but I sense that he corrupted the Elements of Harmony with Trixie's help." Luna replied. "It seems that Loki and his army are winning…"

It suddenly cut to the Princesses' old castle where the Mane Six were staring in horror at Loki who was still laughing at their pain. "BWAHAHAHAHAHA! I am entertained by your misery and shock! It is quite amusing!" Loki taunted. "Stop being so entertained by this! Ya manipulated us!" Applejack snapped.

"Of course I did. It was all part of the plan."

"I can't wait to exterminate you six!" Gilda exclaimed happily. "With you ponies out of the picture, Equestria will be ours!" Trixie laughed evilly.

"Ugh, Trixie, give it a rest! We're gonna defeat you, Loki, and the rest of his army!" Twilight groaned as she got up alongside her friends.

"Shut up, Twilight!"

"Go back to your town, ponies. You're done for." Discord said, gesturing to the way out. "We don't need the Elements to stop Loki and his army!" Rarity snapped.

"What is this? You wish to still fight me?" Loki asked while repressing a snicker at the thought of the Mane Six wanting to fight him again after he just tortured them. "Well, we're gonna take you and your army out, one way or another!" Twilight yelled as she and her friends got in their battle stances.

"How flattering…You do realize that I am the same as Nightmare Moon, Discord, Queen Chrysalis, and King Sombra combined personality wise. I am the alicorn of evil, the son of Laufey, the rightful king of Ponyheim, the god of lies and mischief, the eliminator of ponies. I AM LOKI!"

"Yeah, we know that already! Now, let's fight!" Rainbow snapped. "Very well then…" Loki smirked. "My army, move to the side…I can handle these ponies myself."

The army moved aside as the grey alicorn got into his battle stance. The song 'Battle of the Heroes' from Star Wars Episode 3: Revenge of the Sith began playing. "Prepare to taste the rainbow of friendship, Loki! Sonic Rainboom X4!" Rainbow exclaimed as she flew up into the air and did a Sonic Rainboom. BAM! The explosion broke the sound barrier, sending out a rainbow shockwave and strong hurricane winds, but Loki was hardly effected by the attack.

"Oh yeah, that was awesome!" Rainbow grinned. BAM! Loki then fired a spell at her, sending the cyan Pegasus to the ground. "AHHHHHHHHHHHHHHHH!" Rainbow screamed, falling to the ground.

"Rainbow!" The rest of the Mane Six yelled in shock. "I am impressed by your Sonic Rainboom, but…it hardly did any damage to me." Loki smirked at Rainbow.

"I'll get him! Confetti Explosion!" Pinkie declared as she set up her party cannon. "FIRE!"

She pressed the button. POW! Then, it fired a ton of confetti at Loki who didn't even react as the confetti landed on and around him. "Why, that was quite an explosion…I believe I shall fight back." Loki smiled evilly, brushing some confetti off of him as he fired a spell at her. "Eek!" Pinkie yelped before Rarity rushed in to protect her.

"Gem Claymore of Style!" Rarity shouted while she levitated a bunch of gems out of the ground as the gems formed into a claymore. "Now, block the attack!"

The claymore knocked it back like a baseball bat as Loki watched with an amused expression after dodging it. "Hmm, fighting with gems to deflect powerful spells…impressive, but I know how to prevent it." The grey alicorn smirked. Suddenly, he fired a spell at the claymore, causing it to explode it into a bunch of gems. BOOM! "AHHHHHHHHHHHHHHHHHHHH!" Rarity and Pinkie screamed as they were sent flying and landed where Rainbow fell.

"Ok, ya varmint! Nopony hurts my friends! Apple Roundup!" Applejack declared, pulling out her lasso and throwing it. WHIP! Then, the lasso wrapped around Loki as Applejack ran around with the lasso in her mouth to tie his entire body up completely, making him look like a mummy. "Gotcha! Ya see, partner, ya can't break through this lasso since I tied up your entire body with it!" Applejack grinned.

"Oh, you are wrong about that…" Loki said darkly. He began levitating the lasso off of his body as he smirked. "What in tarnation?" Applejack asked.

Suddenly, Loki began running around and levitating the lasso around Applejack, covering her entire body. Then, he started moving the lasso in a circle. "AHHHHHHHHHHHHHHH!" She screamed. Applejack was then unraveled from it and landed on top of Rainbow, Rarity, and Pinkie. "Anypony else willing to fight me?" Loki asked with a sly expression as he noticed that only Fluttershy and Twilight were left.

"Fluttershy, go use the Stare on Loki to distract him while I prepare to do a spell." Twilight commanded. "Got it!" Fluttershy nodded before flying towards Loki and doing the Stare at him.

"Ugh…" Loki groaned, being affected by the Stare. "Now then! See if you can stand this attack, Loki! Star Sparkle!" Twilight yelled while her horn glowed and made a bunch of glowing ninja stars rain down from the sky.

BOOM! BOOM! BOOM! Once the ninja stars hit the ground, they all began exploding around Loki. The attack of falling glowing ninja stars continued until there was none left which stopped the spell. "What spell was that, Twilight?" Fluttershy asked. "That spell allows me to summon in glowing ninja stars from the sky to fall and land around their target. Once they land, they all explode." Twilight explained.

"Oh, that spell seems to fit you so well." Fluttershy commented. "I know!" Twilight grinned. "It's my second best spell next to my Magic Burst spell."

"Have you ever learned that the second best spell is not a wise one to use?" Loki taunted as he walked out of the smoke. He fired a spell at the two ponies which sent them flying. "AHHHHHHHHHHHHHHHHHHHH!" Twilight and Fluttershy screamed, landing on top of the other ponies.

"I must admit, that spell was weak." Loki taunted. Soon, the rest of the army gathered around to see the defeated Mane Six. Then, Trixie levitated the Elements off of the Mane Six and into her hat. "I'll be taking those since you won't be needing them." She smirked.

Suddenly, much to the villains' surprise, Twilight and her friends got up while Twilight said, "No…we can't lose!"

"What is this? You wish to fight me once again?" Loki asked in fake shock. Rarity glared at him and snapped, "You ruffian! You tricked us earlier! We were just recovering from the battle against your army, but you corrupted the Elements, electrocuted us, and kicked our flanks!"

"That IS true…" Loki commented. "Alright then…My army! Step aside once again and do not interfere!"

The army stepped to the side with confused expressions as Loki got into his battle stance. Loki's horn glowed and the Mane Six's injuries were instantly healed. "Why did you do that?" Twilight asked with a surprised expression.

"I prefer to fight my enemies when they are uninjured."

"Well, buddy, you've made a HUGE mistake! We're gonna beat you now!" Rainbow shouted. Loki chuckled evilly, "Very well, Rainbow Dash. We shall battle once more…"

"Alright! It's time for a change of music!" Pinkie exclaimed. Then, 'Immortals Battle' from 300 began playing. "Where does that music come from anyways?" Applejack asked.

"Does it really matter?" Loki questioned with a sarcastic expression. He then glared at the Mane Six staring at him with determined expressions. "Now, which one of you wants to fight me first?" The alicorn smirked.

"I'll do it!" Rainbow declared. She then flew towards Loki and began punching him rapidly. Before she could deliver another punch, Loki levitated her by her hoof, much to her shock. Rainbow exclaimed, "No way! I was about to get you right in the face!"

"Remember this, Rainbow Dash: looks are deceiving." Loki said darkly. Then, he bucked her, sending her flying and crashing into a wall as chains appeared around her waist. Rainbow tried to get out of it, but got electrocuted.

"Now, which one of you wants to suffer next?" Loki smirked. Fluttershy glared at Loki and flew over to him. "HOW DARE YOU?! Listen here, Mr. God of Lies and Mischief, just because you're evil and you have a powerful army, doesn't mean you can go hurting other ponies! Now, let Rainbow go before I pound you!" She snapped.

Then, Fluttershy used the Stare on him, but Loki was hardly effected by it unlike last time. "I apologize, but that does not work anymore." Loki taunted while firing a spell at Fluttershy which sent her flying and getting chained up on the wall next to Rainbow. "Fluttershy!" Twilight yelled before she glared at Loki.

"That's it! Nopony hurts my friends ever!" Applejack snapped as she ran up to Loki with her lasso. But then, the villain levitated Applejack's lasso and tripped her with it. "My apologies, Applejack, but this is the last roundup for you." Loki taunted, bucking Applejack into the wall where she got chained next to Fluttershy.

"Now, who is next?" The alicorn smirked. "Let's go, you meanie! Nopony hurts my friends ever!" Pinkie snapped while charging at him and punching him repeatedly.

Loki suddenly levitated her hoof and judo flipped her before he bucked Pinkie and sent her flying against the wall where she was chained next to Applejack. "I should have locked you up a long time ago, Pinkamena Diane Pie." Loki said. "How dare you, you brute! Now, it's my turn!" Rarity snapped as she ran towards him.

Just then, she bucked him right in the chest, only to have her back hooves to go through him. "What? How did…" Rarity asked in confusion, watching the clone Loki had summoned disappear. Suddenly, she heard somepony clear their throat and she turned to see…Loki standing where the Cutie Mark Crusaders, Button, and Pipsqueak were chained.

"Are you ever not going to fall for that?" Loki asked with a smirk. Then, he fired a spell at her, sending her crashing against the wall where she was chained next to Pinkie. "Huh, you used a clone of yourself to trick her…" Discord commented while he was seen eating popcorn and wearing 3D glasses. "Awesome! I loved it! BWAHAHAHAHAHAHAHA!"

"YOU MONSTER!" Twilight snapped as she glared at Loki and charged toward him. Loki teleported away before Twilight could get to him. The grey alicorn reappeared in front of her and said, "Now, Twilight Sparkle, it is time for the final battle."

"You and your army won't get away with this!" Twilight shouted. "Sounds like somepony's being cocky…" Trixie chuckled evilly.

"Even if I die, I'm not gonna let you hurt any of my friends!" Twilight yelled. "And now, because you were defending your friends and my brother, I shall murder you slowly in every way I know you fear!" Loki snapped while his horn glowed.

Twilight dodged the spells that were fired at her and fought back quickly. The villain then bucked at her, the lavender unicorn ducking just in time. "Are you terrified, Twilight Sparkle? I never thought that you are a coward…" Loki taunted as he saw that Twilight's horn was glowing and summoning a magenta ball of energy.

"Loki, be careful! The shela's gonna use her Magic Burst spell on you!" General Shield Strike warned. "Stop her!"

"No, I wish to see how hard she tries to stop me. And never tell me what to do, I am in charge!"

Twilight continued to dodge the attacks the alicorn was firing at her. Loki then backed up as Twilight bucked at him. "Ok, almost charged up and…THERE! Take this, Loki! Magic Burst!" Twilight exclaimed, levitating the ball of energy over Loki's head before slamming it down on him, causing it to explode.

When the dust cleared, Loki was just standing there, looking uninjured and not amused from the attack. Twilight just stared in shock before Loki jumped in and tried to buck her, making the lavender unicorn duck. Everypony in Equestria stared in horror as the evil alicorn tried to defeat Twilight who kept dodging the attacks he kept throwing at her.

The Mane Six (minus Twilight), the Cutie Mark Crusaders, Button, and Pipsqueak stared with scared expressions while chained up. Then, the song 'Captured and Tortured' from Harry Potter and the Deathly Hallows Part 1 began playing in the background as Loki continued to fire spells and buck at Twilight as he ranted, "You and your friends never stood a chance against me, Twilight Sparkle! You all failed! Now, your precious kingdom belongs to me!"

"Why?! Why are you causing harm to Equestria?!" Twilight demanded angrily. "Because you ponies ruined my life! You have no idea how long I have been treated like I was trash and how everypony looked upon Thor like he was the greatest pony ever while I was ignored! But do you know what? I pity that everypony blamed you for the death of your foalhood friend!" Loki snarled.

Twilight gasped, this alicorn…was lying to her about Dinky's death! She knew that she didn't kill her old friend. Loki, of course, wasn't paying attention and was still rambling on and on. "All of your friends, your baby dragon that you call your assistant, adoptive brother, and adoptive son, your brother, your sister in law, they see you for what you truly are: a failure!" Loki snapped. "Shut up." Twilight grumbled angrily.

"Even Princess Celestia has doubts about you being her 'faithful student'!" Loki added. "Shut up." Twilight repeated while gritting her teeth.

"And Thor! Remember the hatred and anger he felt towards you and your friends?! How does it feel that you are twice of a failure?!" Loki yelled.

"SHUT UP! You have NO right to rant like a crazy pony!"

Loki then bucked Twilight which sent her flying into the wall in slow motion where she was chained next to Rarity. "Do you feel that, heroes of Equestria? That is the feeling of defeat. You have failed to save the kingdom. What a shame…" Loki taunted as his armor vanished. Twilight sighed sadly in defeat.

"Take them to the dungeon!" The grey alicorn commanded a soldier. "Ugh…why don't you just…kill us?" Twilight asked.

"When Equestria is in ashes, you have my permission to die."

The soldiers nodded and dragged the walls where the Mane Six, the Cutie Mark Crusaders, Button, and Pipsqueak were chained to the dungeon. "Hey, what gives?! You said you were gonna kill them!" Gilda snapped.

"Right, what if they escape? If they're dead, then they can't." Discord pointed out. "Now, go to the castle library and I shall summon you when I feel like it!" Loki commanded. The villains nodded and ran off.

Then, it showed the outskirts of Ponyville where the citizens were hiding after Loki defeated the Mane Six. Celestia and Luna's guards were busy standing watch as some ponies were seen trying to serve treats. "We need one at Table 1!" Star Hunter called out as he was working at Tables 1 and 2. "Wait! Who's helping out with Tables 4 and 5?" DJ Pon3 asked.

"I am. And I'm not the only pony serving those tables." Octavia said, holding a plate in her mouth. "Hold up there, we don't wanna rush everypony!" Lyra warned.

"I know, but we need to help out as much as we can!" Star Hunter reassured her. In another spot, the Cakes were handing out bags of treats to give to the ponies. "Here's Order 27 and Order 28…here's Order 34. Um, where's Order 72?" Mr. Cake said while passing some bags to the ponies who ordered.

"Don't over work yourself, honey." Mrs. Cake reassured him. "You know I can't help it when we have these many customers, dear!" Mr. Cake said. "Here's Orders 68 and 76!"

"WAHHHHHHHHHHHHHHHHH!" Two baby ponies cried nearby. Pound Cake and Pumpkin Cake were seen crying while sitting on a table because they wanted attention from their parents. "Oh no! The twins! Order 23, catch!" Mr. Cake yelped as he threw the order towards the pony who ordered it.

"Pound, Pumpkin, it's going to be ok. We'll—"Mrs. Cake reassured the foals. "WHOA!" Derpy's voice yelped before she crashed into the table. CRASH! She was hanging upside down on the table while Pound Cake and Pumpkin Cake giggled and ran up to Derpy.

"Derpy! Are you alright?" Mrs. Cake asked with a worried expression. "Of course I'm alright! I heard your foals crying, so I came to cheer them up." Derpy answered while grinning.

"Yes, the twins were crying. Order 27, here!" Mr. Cake nodded, giving a bag to a customer. "You made them laugh though." Mrs. Cake added.

"It was nothing, Mrs. Cake." Derpy grinned. "Well, I guess that takes care of it, but we're still packed with all of these orders." Mr. Cake sighed.

"Maybe I can help!" A familiar voice called out. Everypony turned to see Joe pushing a donut cart while some ponies were taking some donuts. "You're here too, Joe?" Derpy asked with an excited expression.

"Of course! I thought I could help out. Besides, I'm friends with Twilight and her friends." Joe answered. "Thank you, Mr. Joe!" Mr. Cake sighed in relief.

"Just call me Joe." Joe said to him. "You're too kind, Joe. Thanks for the donuts." Mrs. Cake nodded.

Elsewhere, some ponies were helping take care of some wounded Royal Guards that were trying to protect the citizens from Loki's soldiers in medical tents as Dr. Stable, Nurse Redheart, Nurse Sweetheart, Nurse Coldheart, and Nurse Tenderheart were busy healing the guards. Cheerilee was having her class make 'get well' cards for the guards as well. Filthy Rich and his employees were trying to sell some of their products that might help the citizens or set up more tents. Diamond Tiara and Silver Spoon were mostly watching with nervous expressions since they were still scared about the forest fire they caused.

"Welcome!" Aloe greeted a crowd of ponies who were in the spa area. "Go on and relax!" Lotus added.

"We'll make sure your lives are great!" The spa twins grinned. They called on their staff to prepare everything as the ponies got themselves relaxed. Elsewhere, the flower ponies: Daisy, Lilly, and Rose were busy either selling flowers or planting them to make the camp look nice.

"Hurry up, girls! We need to have this camp look nice and help Shining Armor!" Princess Cadance commanded. "Yes, your highness!" Some mares nodded as they bowed at her.

In another part of the camp, a large tent was shown where Celestia and Luna's guards were seen patrolling the area. Inside, Shining Armor was looking at a battle map of Equestria while discussing his strategy with the Mayor of Ponyville and Zecora.

"Shining Armor, how are we going to do this?" The Mayor of Ponyville asked with a concerned expression. "I'm trying as best as I can, Mayor." Shining Armor sighed in response.

"But the question is: what move do we make?" Zecora asked. "That's what I'm trying to figure out, Zecora." Shining Armor groaned. "It's just…Loki has my sister, her friends, and the missing foals captured and he's probably torturing them right now as we speak!"

"I'm sure Twilight and her friends are still alive, Shining Armor. There's still hope in them defeating Loki." The Mayor of Ponyville reassured him. "It appears that Twilight and her friends are being held as prisoners. The Elements were the main targets and Loki used them against Twilight and her friends. It seems that Loki was toying with us from the start, but he won't finish Twilight and her friends off…until he has settled other problems." Zecora explained.

"I wish the Princesses were around to help us…" Shining Armor groaned. "Don't be so stressed. At least you're trying your best to protect the kingdom." The Mayor of Ponyville told him.

"I know, Mayor, but I wish we had more help." Shining Armor said. "Prince Shining Armor!" A voice called out which belonged to Captain Katoptris while he rushed in. "Somepony the Princesses have sent has returned!"

"Really?!" Shining Armor grinned. "Eeyup!" Big Macintosh nodded as he walked into the tent.

"That's great news! Bring him in!" Shining Armor commanded with an excited expression. Captain Katoptris and Big Macintosh opened the tent entrance as…Spike walked in.

"Spike! You came back!" Shining Armor exclaimed, running up to Spike and hugging him. "It's great seeing you too, Shining Armor." Spike nodded while Shining Armor let go of him.

"Hold on! Where's Thor?" Shining Armor asked as he realized that Thor wasn't with Spike. "Well, you see…it all went like this…" Spike began.

Then, he started explaining what happened from chasing Thor into Ponyheim, meeting Odin and Frigga, to when Thor decided to return to Equestria.

Flashback:

After hearing that Thor was returning to Equestria, Spike was relieved that he was going to forget about the past and make up with his friends. "Let us return to Equestria, Spike!" Thor grinned, levitating Spike onto his back.

"Wait, Thor! Will you listen to what I have to say?" Odin asked while holding out his hoof which caused Thor to levitate Spike back onto the ground. "I wish for you to help us with our royal duties."

"WHAT?! You're saying that you want Thor to stay here with you two?" Spike asked with a shocked expression. "That is true, Spike, but we can't do all of our royal duties by ourselves now can we?" Frigga pointed out.

"Mother, Father, I do not understand. What are you asking me to do?" Thor questioned. "We are asking you to help us answer these messages from other kingdoms." Odin replied as he summoned an entire stack of papers.

"That is it? No training?" Thor asked in confusion. "Indeed, my son." Odin nodded.

"So, I must help you and Mother answer all of these messages? Why?" Thor questioned. "What we mean is that we need some help with answering the messages and planning a strategy to assist Equestria in the battle against your brother." Frigga explained.

"But how long will this take? I see that there are a lot of messages there and planning a strategy is a little hard." Thor asked. "Fear not. Your mother and I shall help you with all of this." Odin reassured him.

"But I cannot just sign all these papers and do—"Thor began, but was interrupted by Spike. "Thor, go with your parents." Spike commanded.

"What?" Thor asked in shock. "I'm sorry, but it's for the best. Do it for Twilight and her friends." Spike apologized.

"I understand now." Thor nodded. "Do you promise that you'll return to Equestria?" Spike asked.

"I promise once I am finished helping my parents sign those messages, I shall return to Equestria and help my friends." Thor said proudly. "Watch him, Odin." Spike told the white alicorn.

"You have nothing to fear, Spike. My queen and I shall keep our eye on him." Odin nodded. Then, they went in their separate directions.

End of Flashback

"And that's what happened." Spike finished. "Once I got to Equestria, I saw what Loki was doing to Twilight and the others and I knew that things were getting worse than I thought."

"Yeah, it's horrible. Loki somehow corrupted the Elements and tortured Twilight and her friends." Shining Armor nodded. "The Elements of Harmony only work if they are used by their wielders or by soon to be wielders of other Elements, but a more powerful force can use them against their wielders." Zecora explained.

"Then, Twilight and her friends are in major trouble." Spike said. "Things got worse when we went into hiding, Loki was yelling at Twilight that she was a failure." Shining Armor added.

"Ugh, Loki is such a monster…"

"Not to mention they kidnapped the Cutie Mark Crusaders, Button Mash, and Pipsqueak to lure Twilight and her friends to the Princesses' old castle." The Mayor added. "WHAT?! They kidnapped the foals?" Spike gasped.

"Eeyup. It happened while you were gone." Big Macintosh nodded. "I wish I was there to help…" Spike sighed sadly.

"No need to fear, Spike. We'll find a way to get the foals as well as Twilight and her friends free." Zecora reassured the baby dragon. "But how do we get to the Princesses' old castle?" The Mayor asked.

"Interesting…I guess we need to find a way by using the strategy map." Captain Katoptris shrugged. "Once we find the castle, we'll get Twilight and her friends out immediately." Shining Armor sighed.

"But here's the question: how are we going to rescue them? Have any of you heard something from the Princesses yet?" Spike asked. "We've heard nothing from them. All we can do is plan on how we rescue Twilight and her friends." Shining Armor answered.

"Then, you better have me be involved in the plan!" Spike exclaimed in determination. "Me too. I gotta save my sisters!" Big Macintosh nodded.

"Ok, if you two want to jump in, then here's the plan: Loki thinks that he can beat us because he has an army, but that means we can make our own army to turn the tide!" Shining Armor explained before noticing the citizens gathering around the tent outside. "And I think I know who should be in our army. We'll call the group 'The Equestria Rebels'!"

Disclaimer: I don't own anything in this story. My Little Pony belongs to Hasbro. Thor and Loki belong to Marvel. I also don't Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart. I also don't own the song Agent of Chaos. I also don't own Trixie's father Percival, he belongs to LugiaAngel on Deviantart.

Meanwhile, within the Princesses' old castle which was still occupied by Loki and his army, everything was going according to plan. The Mane Six were weakened and thrown in prison, the foals were chained, and the Elements were now theirs. Loki sat on one of the thrones in the throne room as the evil alicorn was just chilling out while reading a book that he was levitating. Everything was going according to plan for him, so he had nothing else to do, but wait for progress reports from his soldiers (he decided to give the rest of his army a break since they've completed their mission).

Then, Trixie entered using smoke bombs and made a dramatic pose, making Loki stare up from his book and levitate it back down. "The Great and Powerful Trixie has arrived!" Trixie declared. "What do you have to report, Trixie?" Loki asked.

"We've succeeded in our mission. I also have a gift for you." Trixie answered with a smile. "Well then, allow me to see this gift." Loki commented.

Trixie levitated her hat off and dumped the Elements out in front of Loki. "The Elements of Harmony…such a fitting prize after the defeat of Twilight Sparkle and her friends at our hooves." Loki smirked as he levitated the Elements. "Well done, Trixie."

"Oh, it was nothing!" Trixie grinned. "At last, everything is going according to plan! I have waited for this day since I was a colt! The reason why I desired to take over Equestria was to have those foolish ponies kneel before me! I am impressed by our success." Loki said, placing the Elements in a glass case on a dark green cushion.

"Um, I think you're forgetting something. When the army was formed, you said that we were going to get rid of your brother while you get rid of Twilight Sparkle and her friends." Trixie pointed out. "I did not forget that, Trixie. There has been no word on Thor's location though." Loki nodded.

"But where are the other members?" Trixie asked. "I sent a word for them to meet here this instant." Loki answered. "General Shield Strike and his soldiers cannot make it because they are busy planning our next attack."

"I see…" Trixie nodded with a smirk on her face. "You remind me so much of your father Percival, Trixie." Loki commented.

"Thank you! I always wanted to be like him." Trixie grinned. Loki wasn't paying attention as he stared at the Elements in their case with an evil smile on his face.

"Hey, Loki! We're here! You wanted us to come to the throne room to talk about something!" Gilda called out while she walked in with the rest of the army (minus Discord and General Shield Strike). Then, the song 'Agent of Chaos' from The Dark Knight began playing in the background as Trixie and Loki turned towards them.

"So, brother, what do you think Loki wants from us?" Flim asked Flam. "Maybe he has an award for us." Flam answered with a shrug.

"What do you want, Loki?!" Spot demanded. "What is it?" Rover added.

"Why did you call us over?" Fido asked. "Loki, you HAVE to answer us!" Gilda snapped.

"If you all are truly desperate to wonder why I had you come to me now, this is what I must say: you all do not succeed in our mission until Thor is killed." Loki explained. "WHAT?!" Spot yelled in shock.

"We're not done until your adoptive brother is dead?" Rover asked. "Why?" Fido added.

"I had said that the mission is not complete until we kill Thor. Once we do, Equestria shall be ours!" Loki explained. "So, what you're saying is that once we kill your adoptive brother, you'll reward us?" Flim asked.

"I can't believe you're going to have us wait!" Flam groaned in annoyance. "If you wanna kill your adoptive brother so much, then why not kill him once he enters the castle?" Gilda suggested.

This got an idea in Loki's head as he smirked at Gilda, "I rather fight him to the death once he enters the castle and THEN kill him. It makes the death rather exciting."

"Ooooh! I like that idea!" Spot grinned evilly. "Are you sure this won't fail?" Rover asked with a nervous expression.

"We'll try to do our best!" Fido exclaimed. "You're a genius, Gilda!" Trixie smiled evilly.

"I believe Discord and General Shield Strike will be pleased by this." Loki smirked. "With the Elements of Harmony in our possession, our victory draws closer! Once Thor is killed, we shall rule the kingdom and enjoy the slaughtering of the entire pony race!"

"BWAHAHAHAHAHAHA!" The villains laughed evilly. "Let's do this!" Spot exclaimed.

"Yeah! I'm so ready for this!" Gilda shouted as she pumped her talon in the air in victory.

"But how are we going to kill the ponies?" Flim asked with a puzzled expression. "I have no idea." Flam answered.

"I say we should tell General Shield Strike and Discord about our evil plan after our meeting is done!" Trixie suggested.

Back in Ponyville, the ponies stared in horror at the images in the sky, terrified about the villains' new evil plan. "We gotta get to the old castle to stop them!" Shining Armor yelled with a determined expression.

"But how? Loki could probably kill Twilight and her friends before we even get there!" Spike asked nervously. "But I have a way we can win." Captain Katoptris suggested.

"And what's this plan?" Shining Armor asked. "I'm putting together a rescue team to break out your sister, her friends, and the foals from the cell they're being held in. I want you, Big Macintosh, and Spike to distract Loki." Captain Katoptris explained.

"Sounds like a plan to me!" Spike grinned. "Thank you, Spike, but I'm bringing in my rescue team early, so we have to keep quiet until your group arrives." The captain nodded.

"Then, I'll bring my forces in to distract Loki." Shining Armor said, gesturing to Big Macintosh and Spike. "And I'll have my forces break the kidnapped ponies out." Captain Katoptris nodded.

He then turned to his rescue team which consisted of Derpy, Dr. Hooves, Cheerilee, Thunderlane, Lyra, Bon-Bon, Star Hunter, Neon Lights, Octavia, DJ Pon-3, Zecora, Rose, Soarin', and Spitfire. "Of course, I'm willing to fight too, captain." Cheerilee commented. "You really didn't have to come." Captain Katoptris pointed out.

"I know, but the Cutie Mark Crusaders, Button Mash, and Pipsqueak are my students and it's my job to look after them. Heck, I once tore down the door of Carousel Boutique despite my lack of fighting skills." Cheerilee explained. "Fine, I'll explain the plan once we get to the castle. We'll go once Prince Shining Armor's forces start distracting Loki." Captain Katoptris said.

"We get it." The ponies nodded.

"Good, now it's time to begin our mission: to break out the ponies and get the Elements back!"

Disclaimer: I don't own anything in this story. My Little Pony belongs to Hasbro. Thor, Odin, Frigga, Laufey, and Loki belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking on Deviantart. I also don't own the song Duel of the Fates.

In Ponyheim, Thor was seen signing the last couple of messages alongside his parents. Two or three days have passed since the Mane Six's capture and defeat. Once he was finished, he levitated the rolled up scroll and made it vanish, sending it to the ruler of whatever kingdom he was sending it to.

"You have done well, Thor." Odin said to his son. "You have completed signing all of the messages."

"I know I have, father. Does this mean that I can return to Equestria?" Thor nodded. "I believe that is true. You may return to Equestria." Odin told him.

"I must return to Equestria! What if Loki has done something horrible to Twilight and her friends?!" Thor demanded urgently. "If that truly happened, then Princess Celestia would have sent us a letter telling us so, but you are right, we must save your friends before it is too late." Frigga nodded.

"Very well then. Let us go to Princess Celestia and Princess Luna's old castle and defeat Loki." Odin said, opening his wings. Frigga and Thor opened their wings and the three alicorns flew off.

Meanwhile, at the Princesses' old castle, Loki was seen pacing around the throne room. So far, there has been no pony deaths which made Loki wonder if they went into hiding due to them witnessing him torture the Mane Six.

"At last, I have achieved my goal, but what am I forgetting?" Loki muttered to himself before he noticed the destroyed photo of him and Thor as colts and levitated it over to look at it. Once he stared at it, he groaned in annoyance.

"It does not even matter anymore." The evil alicorn said as he levitated it onto the ground and began smashing it with his hooves again. "I HATE YOU, THOR! You are not my brother, you never were! You never loved me and I was only in your shadow, living the shade of your greatness while I knew that I SHOULD be king! I shall never forgive you for that!"

Suddenly, Discord appeared beside him, staring at the destroyed photo on the ground. "Uh, Loki? Are you talking to yourself?" He asked. "I assume you are asking about our success?" Loki smirked.

"Well, yes, I am. So, what now? Do we get awarded?" Discord asked. "I told the others that they do not get awarded until Thor is killed. You do not get awarded either." Loki answered.

"WHAT?!" Discord shouted in shock. "We don't get awarded until you kill your adoptive brother?!"

"I am actually going to fight him to the death and kill him once he gets to the castle." Loki replied with a calm expression. "Huh…I like that plan." Discord commented.

"Gilda mentioned the plan." Loki explained. "I know this may sound like a weird and unrelated to what we were talking, but I have a question: what are you exactly? Aside from an alicorn, the God of Lies and Mischief, and the son of a Frost Pony." Discord asked.

"I am Equestria's Reckoning." Loki smirked. "That sounds like a good term to describe yourself." Discord said with a grin.

"Thank you." Loki smiled evilly. "I am pleased that you enjoy hearing our plan, but now, Discord, it is the beginning of a new age, I, Loki, son of Laufey, god of lies and mischief, rightful king of Ponyheim, shall become the ruler of Equestria and bringer of the end of the pony race!"

"BWAHAHAHAHAHAHAHA!" The two villains laughed evilly.

Meanwhile, outside, Shining Armor glanced uneasily at the gates before turning to Spike and asking, "So, this is the place, huh?"

"I guess so. Somewhere inside, Twilight and her friends are trapped. Anyways, we need to distract Loki long enough for Captain Katoptris and his rescue group to break them out." Spike shrugged. "Then, we have to get inside as quick as we could! I've heard that Princess Celestia, Princess Luna, and their Royal Guards are waiting for the rulers of Ponyheim and their army to arrive." Shining Armor explained.

"Ok, we'll get in right now! Big Mac, we're ready when you are." Spike said to Big Macintosh. "Eeyup, I'm ready!" Big Macintosh nodded as he bucked the gates open.

The trio then entered the Princesses' old castle's courtyard while Shining Armor called out, "Loki! Get out here, so we can bring you to justice!"

"I am afraid that arresting me is not the best choice." Loki's voice taunted before the grey alicorn appeared. "And why are you three here? You have lost!"

"The reason why we're here is because we haven't lost hope in stopping you! Now, release Twilight, her friends, and the foals and give us the Elements now!" Spike commanded. "My apologizes, Spike, but I shall not release your friends or give up the Elements." Loki smirked.

"Listen here, Loki! Give up! Ya can't just go about terrorizin' everypony!" Big Macintosh snapped. "You again?" Loki groaned with an annoyed expression.

"Hey, watch it! Show Big Mac some respect!" Shining Armor snapped. "It does not matter! You three should not have arrived after I defeated Twilight Sparkle and her friends!" Loki yelled.

"We saw what you did and you're a liar!" Spike shouted, making Shining Armor and Big Macintosh jump. "Of course I am a liar, I am the God of Lies and Mischief!" Loki scoffed arrogantly.

"Twilight and her friends have never failed this kingdom when it was in danger! Knowing Twilight ever since she was a filly, I know she can get stress if she thinks she's a failure."

"Well…"

"Shut up and listen!" Spike yelled at Loki. "Nopony has blamed Twilight for Dinky's death except for you! Did she kill her foalhood friend? No! You did! And did Twilight leave Dinky to die? No! Dinky told Twilight to run and Twilight couldn't save her because you killed Dinky! While Twilight and her friends have had some troubles in the past, I say that they did a fantastic job at protecting Equestria! You're nothing, but an insane alicorn who thinks that he's above everypony else and that killing off the entire pony race will solve everything!"

"Whatever shall happen, they will all die and Twilight Sparkle and her friends shall go first!" Loki snapped. "Quit the talkin'! Give us my sisters, their friends, and the Elements now!" Big Macintosh demanded.

"If you are desperate to leave with them, then you must battle me!" Loki declared. "Then, we'll do so!" Shining Armor exclaimed. Then, the song 'Duel of the Fates' from Star Wars Episode 1: The Phantom Menace began playing.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I don't own Thor and Loki's pony designs, they belong to Lizzytheviking on Deviantart. I also don't own the song Cuban Pete. I also don't own the Sonic Screwdriver, it belongs to the BBC.

"Prepare to die!" Loki yelled. He jumped in front of the trio as they dodged his attacks.

The evil alicorn fired a few spells while Shining Armor, Big Macintosh, and Spike dodged them. Loki then flew to the top of a wall as he glared at his enemies. Shining Armor and Spike ran to the wall and jumped onto it. Loki snarled and pounced on the two heroes, sending them flying as they fought him in midair before they landed back onto the ground. The grey alicorn bucked Spike, sending the baby dragon onto the ground. Shining Armor grunted as he dodged Loki's second buck and jumped back…only to bump into the villain.

"Hello there, your highness." Loki said in a taunting tone.

"Goodbye, ya villain!" Big Macintosh yelled, bucking Loki down. "See? I'll always help ya, Shining Armor!"

"I do not care about that!" Loki shouted as he bucked Big Macintosh.

"Well, it looks like the fight is gonna continue for a while…"Spike commented, getting back up.

"We gotta keep on fighting until Captain Katoptris gets Twilight, her friends, and the foals out!" Shining Armor commanded.

The scene then cut to the dungeon of the Princesses' old castle where the Mane Six, the Cutie Mark Crusaders, Button, and Pipsqueak were being held in a cell. Outside of it, two soldiers were seen guarding the doors: Loki had ordered them to make sure that the ponies don't escape.

"Ugh! I can't stand being imprisoned by a creep like Loki as he creates chaos to Equestria!" Rainbow groaned.

"Calm down, Rainbow! I know that things ain't lookin' all that great, but we have to wait for rescue!" Applejack reassured the cyan Pegasus.

"Girls, don't fight…" Twilight said with a stern expression.

"I can't believe we're stuck in this cell until we die! It has to be…The! Worst! Possible! Thing! Ugh! I need a mirror! Is my mane messy? Is my coat getting dirty?" Rarity complained.

"Come on, Rarity! Cheer up! You look pretty to me!" Pinkie grinned.

"Well, you calmed me down a bit at least…" Rarity sighed.

"We've been in here for almost a few days or so!" Rainbow pointed out.

"Sweetie Belle, how do we get out of here?" Rarity asked.

"I could use the top of the propeller of Button's hat, but I can't do it because I might be caught by the prison guards." Sweetie Belle pointed out, gesturing to the guards nearby.

"At least YOU ALL still have friends. What Loki ranted at me…was true. I failed everypony and the kingdom. Thor must really hate us now." Twilight sighed sadly.

"Look, Twilight, Loki's just trying to make you be terrified. He's just an evil alicorn who just wants revenge on Thor because he didn't know about his true parentage. Loki is threatening to exterminate the entire pony race to make them fear him, so they can have him do whatever he wants once he becomes king." Rainbow explained.

"I know that, but…"

"No buts! If we wanna prove Loki wrong, we gotta face him." Applejack said with a determined expression.

"Applejack, are we ever gonna break outta here?" Apple Bloom asked nervously.

"Of course, Apple Bloom! I promise that we'll all break outta here." Applejack answered with a smile. "We could try to break that wall over there."

She pointed to the corner of one of the walls. "FINALLY! We get to escape!" Rainbow shouted in relief.

"Shh! You'll get the guards to notice!" Twilight hissed, covering Rainbow's mouth.

"Rainbow's right! We gotta buck this wall down!" Scootaloo nodded while Applejack and Rainbow began bucking the wall down.

"I hate to be a spoil sport or a party pooper, but I don't think that this plan will work. I'm not sure if we're strong enough to break the wall down." Twilight pointed out.

"Gosh, I guess this plan won't work…" Sweetie Belle sighed sadly.

"I wish Princess Luna would help us…" Pipsqueak said while thinking about his favorite princess.

"And Princess Celestia too." Button added.

"It'll be fine. We just gotta find a way out!" Apple Bloom reassured them.

"Twilight, do you know somepony that can help us?" Scootaloo asked.

"Well, aside from Princess Celestia and Princess Luna, there's a ton of ponies that can help us." Twilight answered.

"I know some! There's Big Macintosh, Shining Armor, Captain Katoptris, Princess Cadance, and the Royal Guards!" Pinkie grinned.

"There's also the Wonderbolts. I bet Spitfire, Soarin', Fleetfoot, and the rest of their team can kick Loki's flank in ten seconds flat." Rainbow added.

"Well, there's also Derpy, Lyra, Bon-Bon, Octavia, Star Hunter, Neon Lights, DJ Pon-3, and Rose." Fluttershy said.

"I'm sure Spike and Dr. Hooves can help us too." Rarity added.

"So, who else is left?" Pinkie asked.

"Would Miss Cheerilee count?" Sweetie Belle questioned.

"Why not?" Pinkie shrugged.

"There's also Thunderlane too. I bet he could help us." Scootaloo said.

"Would Granny Smith count too?" Pipsqueak asked.

"I would guess so as well as the Cakes." Pinkie grinned.

"Hey, ya'll are forgettin' about Zecora! She could probably use a potion on the villains and defeat 'em quickly!" Apple Bloom pointed out.

"Maybe Shining Armor and the Mayor are getting all these ponies together to rise up against the army…They could be called the Equestrian Rebels!" Pinkie stated.

"Ok then…? Judging by our agreement, we can safely say that we're not the only ones saving the day." Twilight said as she came to a conclusion.

"But do they even know that we're trapped?" Fluttershy asked.

"Wait, what's this doing here?" Button questioned, seeing a letter appear on the ground. Twilight levitated the note off the ground and read it, "'The Equestrian Rebels are coming to break you out. Sincerely, a friend. P.S. Burn this note, so the guards won't notice it'."

"Well, would you look at that! We're gonna get saved by those Equestrian Rebels I was talking about!" Pinkie smiled while pulling out a gasoline can and dumping it onto the note. Twilight fired a fire spell at it, causing a miniature explosion until only a pile of ashes were left.

"But what about Thor?" Scootaloo asked before noticing Twilight's saddened expression once she mentioned him. "Oh…sorry…"

"Twilight, you know that you don't have to blame yourself for—"Sweetie Belle began, but was interrupted by Twilight. "No, Sweetie Belle! I should blame myself for everything!" Twilight snapped.

"Twilight, we know that it ALL wasn't your fault. We didn't know that Odin didn't tell him about Loki's parentage. If you think about why Loki's so crazy, it's…kind of sad. Odin should've told him about his true parentage in the first place, but he just didn't. Now, Loki's a psychopath that wants Equestria to be under a shadow of fear once he becomes king and kills all the ponies." Fluttershy explained.

"So, what you're saying is that he went crazy because of jealousy, confusion, rage, and sadness?" Rarity asked. "Something like that." Fluttershy answered with a nod.

CRACK! CRUMBLE…CRASH! Suddenly, the sound of a wall slowly falling apart was heard, breaking the ponies' conversation. Applejack and Rainbow moved back from the wall to see…a hole in the wall.

"Hey, I think we've made a breach in the wall!" Rainbow pointed out. "More like a tiny one. We're too big to go through." Applejack said.

"Maybe if Twilight could cast a shrinking spell on us and we could go through." Pinkie suggested. "I'm not going to get shrunken! What if we stay that way forever?!" Rarity complained.

"Ugh…you're such a drama queen." Applejack groaned. "It looks like only a foal can get through here." Twilight pointed out.

"So, what now?" Rainbow asked. "Wait, Twilight! Are ya suggestin' that my sister and her friends go through the hole and find a way to rescue us?" Applejack questioned.

"That's sounds great!" Apple Bloom grinned. "No, that sounds horrible! We can't just let three Earth Pony foals, a Pegasus filly, and a unicorn filly wander around the enemy's hideout!" Rarity exclaimed, rejecting the idea.

"But we wanna help, Rarity!" Sweetie Belle exclaimed. "Yeah, we can try to find the keys and break you out!" Button added.

"I know we're asking a lot from all of you, but we'll have to trust you five to do this on your own." Twilight explained to the foals. "We promise, Twilight!" Pipsqueak nodded.

"Alright, Twilight, I'm unsure about this, but I trust them." Applejack said. "If Applejack trusts the foals, then I trust them!" Rarity exclaimed with a determined expression.

"I trust you and the foals too, kid." Rainbow told Scootaloo. "Thanks, Rainbow!" Scootaloo grinned.

"And I trust both of you and the others." Fluttershy said to Button and Pipsqueak. "We won't tell the soldiers that you five left the cell to break us out!" Pinkie reassured them with a smile.

Then, the Mane Six hugged the Cutie Mark Crusaders, Button, and Pipsqueak. "Enough of this sappy stuff! You all need to get going!" Rainbow commanded as the foals went through the hole one at a time.

Back outside with the battle, Shining Armor, Big Macintosh, and Spike kept attacking Loki who was firing spells at them which they dodged. He then bucked Spike hard in the face, sending him onto the ground. "And that is not why you should fool with me, dragon!" Loki taunted him. Spike got back up and spat some blood out of his mouth while he snapped. "Not cool, Loki!"

"Loki, we'll stop your evil antics now!" Shining Armor declared. "Equestria will no longer have to suffer from the pain you've caused anymore!"

"Why so serious?" Loki asked with an evil smile on his face. "Quit saying that!" Shining Armor yelled as his horn started glowing.

"Eeyup, we've had it with you and your tricks!" Big Macintosh snapped. "Yeah, it's not right going around murdering innocent ponies!" Spike exclaimed.

"I am the god of lies and mischief, I do what I want!" Loki yelled. "THAT'S IT! YOU'RE DEAD, LOKI!" Spike roared.

"Enough with your wrath!" Shining Armor exclaimed while the battle continued.

"Now, where are the Princesses?" Loki asked with a smirk. "That does not surprise me since Princess Celestia did absolutely nothing when Nightmare Moon, Discord, and King Sombra came back and she was defeated by Queen Chrysalis who was disguised as her niece."

"Well, the princesses are keeping your army busy!" Shining Armor added.

"Hmm, if that is the case then…" Loki muttered before pointing to a soldier nearby. "You there! Bring me Princess Celestia and Princess Luna, so I can murder them!"

The soldier nodded and began running off. "NO! LEAVE THEM OUT OF THIS!" Spike shouted while shooting a fireball at the soldier which sent him flying into a wall before glaring at Loki. "This is our battle!"

"And this is coming from a baby dragon who doesn't even know his parents and has a caretaker who's a failure." Loki scoffed in annoyance. "Shut up, Loki! You're a twisted liar!" Spike snapped.

"Alright then…before you go on about me being a liar and such, just remember, I am the god of Lies and Mischief, I HAVE to lie." Loki smiled evilly. "If Odin told you about your true parentage from the beginning, then you wouldn't be causing so much chaos and evil like killing Dinky!" Shining Armor yelled.

"BWAHAHAHAHAHAHA! That is the best you can say as a threat?!" Loki laughed evilly. "Oh…anyways, I shall spare you until you see as I fire a spell at Twilight Sparkle…THROUGH THE HEART!"

"DON'T YOU DARE DO SUCH A THING!" Spike shouted. Loki chuckled evilly with an amused expression. Oh boy, this was gonna be fun for him…

The scene then cut to one of the corridors in the Princesses' old castle where two soldiers were seen on patrol, knowing that NOTHING was going to distract them. Sneaking around suits of armor and statues of Celestia and Luna were the Cutie Mark Crusaders, Button, and Pipsqueak.

"Everything's clear, let's go!" Apple Bloom whispered to her friends. "Um, how are we gonna break them out if we don't know where the keys to the cell are?" Sweetie Belle asked as they snuck around.

"I don't know." Apple Bloom answered with a shrug. "We've gotta be careful. There's soldiers all over the place." Pipsqueak said.

"Shh! Somepony's coming!" Scootaloo hushed them, going to hide in a corner with the others following her. A group of soldiers marched past the corner. "What are we gonna do? If we get out now, they'll see us and send us back to the cell." Sweetie Belle asked.

"But we can't just turn back now. There has to be some way." Pipsqueak said. Suddenly, Button saw a nearby statue and got an idea. "Hang on, guys! I think I have an idea to distract them!" He exclaimed as he walked up to it and bucked it down. CRASH! The statue collapsed and fell apart which caused the soldiers to turn towards the noise.

"Who goes there?!" The first soldier demanded. "Did you see anything? I didn't notice." The second soldier asked.

"No, but that statue just fell over. Maybe it's because of the wind, I don't know." The first soldier shrugged. "Let's go check it out!" The second soldier suggested.

"Right, if there are any ponies escaping, Loki will kill us if he found out." The first soldier nodded. Soon, the two soldiers left the area, causing the foals to wipe sweat off of their foreheads and sigh in relief. Then, they ran to the other side of the hallway and gave each other a brohoof. "Nice work, Button! At least, we got them distracted!" Scootaloo grinned.

"We gotta get Twilight and her friends out of their cell now! They're not gonna be distracted for THAT long." Button stated. "But what about the key to the cell? The soldiers MIGHT have had it." Pipsqueak pointed out.

"Why did we forget about that?!" Sweetie Belle groaned as she facehoofed herself. "But how do we get Rainbow and the others out?" Scootaloo asked.

"I don't know. We'll have to think of SOMETHING…"Apple Bloom muttered. "Look! There's a door there!" Button pointed out.

There were a set of two door made out of wood surrounded by marble columns. "How are we gonna open them though? Those doors are huge!" Pipsqueak asked. "Well, we better hide in there instead of staying out here." Sweetie Belle suggested.

The foals looked around for any soldiers before going up to the door. Once it looked safe, they quickly tried to open the doors, but weren't strong enough. After working so hard to open them, the doors finally opened, but only to a small crack which was small enough for the foals to get through. Inside, it was dark, except for the light of the torches from outside of the room.

Suddenly, they heard a loud SLAM! coming from the door which caused the Cutie Mark Crusaders and Pipsqueak to scream and start hugging each other. "Sorry." Button apologized. "Button, why did you have to close the door?! We can't see a thing!" Scootaloo demanded.

"Hey, look! There's this lever over here! Maybe it could activate the lights!" Sweetie Belle pointed out. "No, Sweetie Belle! Don't—"Apple Bloom warned, but Sweetie Belle pulled it anyways.

CRANK! "Pull it…" Apple Bloom finished. Suddenly, the lights went on, revealing various types of machines. "Whoa! I bet these are Flim and Flam's inventions!" Button gasped.

"Of course, look!" Pipsqueak pointed out while gesturing to a sign that read 'Flim-Flam Brothers Workshop'. "This is so awesome!" Scootaloo grinned.

"Look, there's that cider making machine they used to try to put the Apple family out of business!" Sweetie Belle said as she pointed to the Super Speedy Cider Squeezy 6000 on display nearby. "Ugh, I never thought I would be seein' that again." Apple Bloom groaned.

"Check this out!" Button said. "This one's called The Barrier Destroyer 8000. I think this was like one of those crossbows that were attacking Ponyville with fireballs."

"Twilight said that the fireballs were summoned by some sort of magic though…" Pipsqueak said. The foals then began checking out all of the inventions that Flim and Flam made: There was the Black Spider (a black tank), The Phoenix ATSM (An orange fighter jet), The Forest Falcon 6500 (A green and brown fighter jet), The Crimson Serpent (A red tank), The Camo Bear (A camouflage tank), The Azul Eagle (A blue fighter jet), The Trooper (A Dark Green and Blue tank), and finally, there was The Striped Lightning (A yellow and black tank). "So, Flim and Flam made these inventions, huh?" Sweetie Belle asked.

"We're wasting time here! We have to save Twilight and her friends!" Scootaloo commanded. "Right, we need the key to the cell, not stare at Flim and Flam's inventions!" Apple Bloom nodded.

"Hey, you should all see this!" Pipsqueak called out as he gestured the Cutie Mark Crusaders and Button over. They gathered around Pipsqueak and saw a huge green tank that was called the Mecha Reptile 9000. "Whoa…" They all gasped.

"There's this description explaining what it is." Sweetie Belle pointed out. "It says it's called the Mecha Reptile 9000."

"Let's see, 'it has powerful cannons stronger than five unicorns combined.' Awesome!" Button read while grinning. "Are ya sure this looks safe, Button?" Apple Bloom asked.

Button thought for a moment before exclaiming, "Wait! I think this is our chance! The key to breaking Twilight and her friends out is using this tank!"

"Let's check it out." Scootaloo suggested. They got into the tank and looked around at all of the buttons and whatnot. "It looks safe, but how do we start it?" Pipsqueak asked.

"Maybe if we pressed one of these buttons or switches on the control panel?" Sweetie Belle asked. "Wait, guys! I found an instruction book!" Scootaloo called out, reaching from under the cushions of the seats and pulling out an instruction book.

"Why would Flim and Flam leave something like that here for somepony to read and take the tank, so they could help somepony else?" Button questioned. "I have no idea. Let me look over it." Apple Bloom shrugged before taking the instruction book from Scootaloo and reading it.

She flipped through the book at every detail before putting it up. "I think I know how to work this machine." The yellow Earth Pony said as she closed the book and put it away. "You know, we could get are Cutie Marks in tank driving." Sweetie Belle suggested.

"CUTIE MARK CRUSADERS TANK DRIVERS! YAY!" The foals cheered, driving the tank out of the workshop.

Back at the cell, the Mane Six were still unable to escape. Suddenly, much to their distress, the soldier guarding their cell walked over and asked, "Hey, weren't there five foals here?"

"What foals are you talking about?" Rarity asked. "Aside from you mares, there were five foals here." The soldier answered.

"Um…what?" Twilight questioned while acting dumb. "They're right here!" Pinkie exclaimed as she gestured to five figures underneath the bed.

"Well, take them out, so I can see them!" The soldier commanded. "What's wrong with ya?! You're scarin' 'em!" Applejack snapped.

"Yeah, you've scared them half to death!" Rainbow added. "I must check! It's General Shield Strike and Loki's orders!" The soldier said.

"You can't just do this!" Fluttershy pleaded. "Then, I'll check it myself!" The soldier snapped.

"No, you won't! Somepony told me that you aren't authorized to look at it! And that somepony was General Shield Strike!" Pinkie exclaimed.

"Fine…" The soldier groaned, leaving the six mares alone.

"They're all in, right?" A second soldier asked.

"Yeah, they all are in." The first soldier answered as he nodded his head.

The Mane Six sighed in relief once they noticed that the soldier was gone.

"That was close…" Rarity sighed.

"Pinkie, I don't know how you did it, but the way you tricked the soldier was AWESOME!" Rainbow smiled while giving Pinkie a brohoof.

"Well, Pinkie and Rarity did something like that for me once." Fluttershy said.

"At least that gave us time, I hope that foals managed to find a way to help us escape." Twilight sighed in relief.

"Things COULD get better." Fluttershy shrugged.

"I hate to bring you down, Fluttershy, but are you sure?" Rainbow asked.

"How about the pony who gave us the note knocked out the soldiers and broke us out?" Pinkie smiled. "That sounds nice and all, Pinkie Pie, but how do you know that'll happen?" Rarity questioned. Suddenly, there were the sounds of screaming and crashing.

"Uh, what in tarnation was that?" Applejack asked.

"You're getting broken out of your cell." A familiar voice answered while the cell door opened.

The Mane Six turned to see their rescuer who turned out to be…"Captain Katoptris!" They exclaimed. "That's right." The unicorn chuckled.

"You came in just in time, Captain!" Rainbow grinned as they walked out of the cell. "Thank Celestia we can get out of here!" Rarity sighed.

"What about Princess Celestia and Princess Luna? Where are they?" Fluttershy asked.

"They're fighting Loki's forces as we speak." Captain Katoptris answered.

"At least you're here to save us!" Pinkie smiled.

"True, Loki doesn't know that I'm here which gives me and the others time to get you six out of here." Captain Katoptris nodded.

"Is Shining Armor, Big Mac, and Spike there too?" Twilight asked.

"Yes, they're currently fighting Loki." Captain Katoptris answered. "But where are the foals?"

"We sent them out without knowin' that you were comin' to rescue us!" Applejack groaned.

"They went through that hole. Captain Katoptris, can you help us find the foals?" Rarity pointed out.

"I understand, my friends, now, we have to find them." The captain nodded. The Mane Six and Captain Katoptris ran to the prison exit before noticing the soldiers unconscious on the ground.

"What did you do to them?" Rainbow asked.

"I knocked them out by dropping suits of armor from the hallway on them." Captain Katoptris answered.

"That's amazing!" Twilight commented.

"I knew you would say something like that, Twilight. Princess Celestia has told me all about you." Captain Katoptris smiled before stopping them. "Wait!"

Suddenly, the ponies stopped running just as four soldiers noticed them. "Hey, how did you—"One of the soldiers began, but the Mane Six got in their battle stances: Rarity levitated some gems out of the ground, Applejack took out her lasso, etc.

"TAKE THIS!" Rainbow shouted as she punched the soldier in the face. POW! The soldier fell over.

"YEEHAW!" Applejack cheered, twirling her lasso before catching one of the soldiers and slamming them against a wall, knocking him out.

"Take that, ruffians!" Rarity exclaimed while launching her gems at the last two soldiers which sent them flying.

"We need to get out of here!" Captain Katoptris commanded.

Suddenly, Fluttershy heard some ponies coming and yelped, "I think they called in reinforcements!"

"Let's go!" Twilight yelled as they ran off.

They ran down the hallway, hoping that the soldiers weren't on their tails. It was their only chance to escape…

Meanwhile, outside of the Princesses' old castle, Odin, Frigga, and Thor had arrived near the bridge.

"You must do this on your own, my son." Odin informed Thor.

"Yes, I know. I can sense the madness from here." Thor nodded. "I must go and assist my friends. I hope that I live."

"Good luck, Thor. The fate of Equestria rests on you and your friends' hooves."

Thor gave his parents one last look before running across the bridge.

"Are you sure he will be alright?" Frigga asked nervously.

"I am sure of it, my queen. We must get the army here to help our allies." Odin answered.

The two alicorns flew off to Ponyheim to retrieve their army.

Back inside, the Mane Six and Captain Katoptris were seen running down the hallway. All of a sudden, they came to a stop. That was because a bunch of soldiers had spotted them and were blocking their path.

"OH NO!" Pinkie yelped in surprise.

"We're surrounded!" Rarity shouted.

"I guess you didn't know that they were here?" Twilight asked Captain Katoptris.

"Well, I was expecting less soldiers." Captain Katoptris answered with a shrug.

"By the order of Loki, you all are charged for—"One of the soldiers began before being interrupted by Fluttershy.

"AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" The yellow Pegasus screamed in terror which caused the soldiers and our heroes to cover their ears.

"Boy howdy, that was some scream, Fluttershy." Applejack commented with a shocked expression.

After the screaming was done, everypony stopped covering their ears and the soldiers glared at the ponies.

"Anyways, anything you say will result in silence and execution!" The soldier continued.

"Cowowowowowo, pindim, timbincihn, chichichichci, nenenwu, yedibubu, bowwooo, pow, hocus-pocus, wuwuwawawa!" Pinkie exclaimed in gibberish.

The soldiers stared in confusion at what Pinkie was saying.

"Anypony understand that?" The soldier asked in confusion, turning to his allies.

"'Understand that'? I couldn't even know what she was saying!" One soldier commented.

"I'm not even gonna write it down!" Another soldier shouted.

The soldiers were too busy discussing what they're going to do about Pinkie while Captain Katoptris was talking about a plan with the Mane Six.

"Ok, girls. We're going to need somepony to distract these soldiers." He informed them.

"Like who?" Twilight asked.

"Ooooh! I wanna distract them!" Pinkie squealed.

"No, let me distract them!" Rainbow yelled.

"Nah, I'm gonna do it." Applejack said.

"Girls, please…" Rarity begged.

"Um, the soldiers have noticed our argument." Fluttershy pointed out.

Suddenly, Pinkie made a weird grin and hissed under her teeth.

"Uh, Pinkie?" Twilight questioned.

Pinkie then jumped in front of everypony and declared, "Hit it!"

Suddenly, the castle's torches turned on and shone on Pinkie who was now wearing a light blue and white Mexican style dress with a black hat like a spotlight. As the music started, Pinkie began dancing around.

"Pinkie?" Rainbow asked.

"What happened to her?" Applejack questioned.

"I think she's distracting the soldiers for us." Captain Katoptris replied.

"Ugh, I think she's gonna break into song..." Twilight groaned.

Pinkie continued dancing until she struck a pose and began singing…

Pinkie: They call me Cuban Pete.

The pink Earth Pony began shaking her maracas in front of the soldiers.

I'm the king of the rumba beat.

Pinkie winked at the audience before continuing her distraction.

When I play the maracas I go chick-chicky-boom, chick-chicky boom

Then, she shook her maracas and kept dancing.

Yessir, I'm Cuban Pete.

Pinkie continued to dance, much to the soldiers' confusion.

I'm the craze of my native street.

The pink Earth Pony approached the soldiers and danced.

When I start to dance, everything goes chick-chicky-boom, chick-chicky boom

She then stroke a pose before throwing her maracas against the wall.

The senoritas they sing and they swing with terampero-

The soldiers stared at each other in confusion.

It's very nice, so full of spice.

Then, Pinkie danced around her friends.

And when they dance in they bring a happy ring that era keros-

Pinkie then shook her plot at her friends, causing Twilight and Rainbow to shove her away.

Singin' a song, all the day long.

Then, Pinkie danced around the soldiers.

So if you like the beat, take a lesson from Cuban Pete

She pointed towards the soldiers.

And I'll teach you to chick-chicky-boom, chick-chicky-boom.

Suddenly, while Pinkie was dancing, one of the soldiers began to sing.

Soldier: He's really a modest guy

The soldiers stared at each other in confusion.

Although he's the hottest guy

The soldiers gasped at the soldier that was singing.

In Havana, in Havana.

The soldier stopped singing while Pinkie continued.

Pinkie: Si, senorita I know that you would like to chicky-boom-chick-chicky-boom

The soldier tried to protest that he was a stallion, but Pinkie kept singing.

It's very nice, so full of spice.

Then, the rest of the Mane Six began dancing.

I'll place my hoof on your hip

While Pinkie was dancing, the soldiers thought they heard some commotion from outside.

And if you will just give me your hoof

Pinkie just kept on dancing with the rest of the Mane Six.

Then we shall try - just you and I. I-yi-yi!

The soldiers stared at each other in confusion.

So if you like the beat, take a lesson from Cuban Pete

"What's going on here?" One of the soldiers asked another soldier who shrugged.

And I'll teach you chick-chicky-boom, chick-chicky-boom, chick-chicky-boom

Then, the Mane Six got into a conga line while they yelled, "Hey!" every once in a while. Then, our heroes then danced to a jive before the song ended.

Shake Your Booty, Daddy, Wow! See ya!

Then, they ran off, making their escape.

"They got away!" One of the soldiers yelled.

While this was happening, Pinkie's outfit vanished and all seemed back to normal.

"What just happened?" Pinkie asked.

"You mean you don't remember helping us escape?" Fluttershy questioned with a confused expression.

"Aside from wanting to distract the soldiers, I don't remember what happened afterwards." Pinkie replied.

"That was an awesome distraction, Pinkie!" Rainbow smiled.

"No problem!" Pinkie grinned.

"Where do you think you're going, ponies?!" A voice demanded.

The soldiers had spotted them again and had them cornered once more.

"So much for a distraction…" Applejack groaned.

"At least, there's less of them." Captain Katoptris shrugged.

The Mane Six got into their battle stances until…"LEAVE THEM ALONE!" A familiar voice shouted.

Suddenly, a bunch of crates and boxes came crashing down on the soldiers. CRASH! CRASH! CRASH! The soldiers were knocked out as The Mane Six looked up to see a familiar grey cross eyed Pegasus flying clumsily towards them.

"Derpy!" The Mane Six exclaimed in shock.

"Hey, Derpy! What are you doing here?" Rainbow greeted.

"Yeah, I joined Captain Katoptris's rebellion to help all of you out!" Derpy grinned.

"At least our friends are on our side…" Rarity sighed in relief.

Suddenly, one of the soldiers charged towards them, yelling, "PREPARE TO DIE, PONIES!"

"EEEP!" Fluttershy yelped, ducking.

"ALLONS-Y!" A familiar voice with a British accent cried out before…

WHACK! The soldier was knocked out by a brown Earth Pony stallion wearing a light green tie with a Sonic Screwdriver in his mouth.

"Dr. Hooves!" The Mane Six grinned.

"At least I let my temper out by knocking that soldier out!" Dr. Hooves grinned as he put his Sonic Screwdriver into his white collar.

"Glad you're here helpin' us, Doctor!" Applejack smiled.

"No problem, Applejack! I'm always happy to help! I joined Captain Katoptris's rescue team to rescue you all!" Dr. Hooves said before noticing that the foals were missing. "Say, where are the foals?"

BOOM! Suddenly, an explosion was heard, blowing up the wall, causing our heroes to turn. Then, a HUGE tank came rolling in.

"What's that?!" Rarity gasped in shock.

"I'm guessing that Flim and Flam built that tank for Loki." Captain Katoptris responded.

The tank then began shooting where the soldiers were, knocking them away in a blast.

"Well, that's an impressive machine!" Dr. Hooves commented.

"That was so awesome!" Rainbow cheered.

"Why was it attacking the soldiers though?" Twilight asked.

"You're being silly, Twilight, the drivers are on our side!" Pinkie giggled.

"That doesn't make any sense, Pinkie! Who's—"Applejack began before she heard a familiar voice calling out to her from inside the tank.

"Applejack! We found ya'll!" Apple Bloom called out.

"Holy Apple Stars! Apple Bloom?" Applejack gasped.

"Yeah, we're in here!" Button shouted from the tank.

"Button Mash!" Twilight, Dr. Hooves, and Derpy exclaimed.

"Are you all inside that tank?" Rarity asked, unsure if this was a trick by Loki.

"Yeah, Rarity! We're all in here!" Sweetie Belle answered.

"We decided to use the tank to break you girls out!" Pipsqueak added.

"That's great!" Pinkie grinned.

"Hey, look! There's this button that says 'Mega Blast' on it. What does it do?" Scootaloo wondered out loud before pressing the button.

Then, the cannon then fired out a shot at the wall. BOOM! After that, the only thing left was a smoking hole with some debris in front of it.

"Cool…" The foals gasped.

"That's kind of impressive." Derpy commented.

"Well, I think it's too dangerous for foals like you five to be operating heavy machinery." Twilight said.

"Awwwww!" The foals whined.

"But they were helping us." Fluttershy pointed out.

"I would hate to interrupt you, but we must return to the camp, the Equestrian Rebels are waiting for us there." Captain Katoptris sighed.

"Aha! I was right! They ARE called that!" Pinkie smiled.

"Who's leading them?" Twilight asked.

"Shining Armor as well as myself. The princesses are keeping Loki's soldiers at bay. Big Macintosh and Spike are also there. They are currently assisting Shining Armor in fighting Loki." Captain Katoptris answered.

"WHAT?!" The Mane Six gasped in shock.

"We have to help them then!" Rarity suggested.

"No, we need the Elements of Harmony." Captain Katoptris said. "When Loki corrupted them to turn against you girls, we weren't aware."

"Right, you gotta find the Elements." Derpy nodded in agreement.

"So, Loki must be hidin' the Elements somewhere in this castle?" Applejack asked.

"After we get them, do we go into battle?" Pinkie added.

"Yes, since you six are the wielders of the Elements of Harmony, you must use them to defeat Loki and his army." Captain Katoptris nodded.

"But what if what happened the last time we tried to defeat them happened again?" Rarity asked.

"Yeah, Loki still has the Elements corrupted to have them turn against us." Fluttershy added.

"Maybe our friendship can counter his spell." Twilight wondered out loud.

"We'll have to split up to help the other citizens fight the soldiers." Captain Katoptris suggested.

"If it we used this tank, it would be easy as pie to defeat Loki and his army!" Dr. Hooves grinned.

"It's called the Mecha Reptile 9000 actually, Dr. Hooves." Button pointed out.

"Isn't it cool?" Scootaloo asked with a grin.

"Oh no, I'm not lettin' ya'll pilot this darn thing without an adult present!" Applejack scolded.

"But, Applejack!" The foals protested while pouting.

"I'll watch them, Applejack." Dr. Hooves suggested. "I'm good with companions."

"Yeah, he could help us with defeatin' Loki and his army!" Apple Bloom exclaimed.

"Oh boy, a Time Pony from the planet Gallopfrey piloting a tank must be a horrible combination." Rainbow groaned.

Then, the foals opened the entrance to the tank and Dr. Hooves went in, observing all of the buttons, switches, and control panels.

"To battle, foals! Allons-y!" He shouted happily before activating the tank.

They drove off at a lightning speed while Captain Katoptris, Derpy, and the Mane Six watched.

"Do you think he'll be alright?" Captain Katoptris asked with a nervous expression.

"He'll be fine. Let's catch up with the Equestrian Rebels." Derpy answered.

Then, the two rushed off to meet up with the Rebels. Once they were gone, Twilight turned to her friends with a determined expression.

"Alright, girls! We gotta get the Elements back and reverse the corruption on them!" The lavender unicorn commanded.

"Right!" The rest of the Mane Six nodded.

They ran off, unaware that they were being watched by a group of soldiers. One of the soldiers went up to a shadowy figure nearby and began whispering to it. The shadowy figure glared at the Mane Six's shadows reflected on the ground as they ran.

"When the leader's away, the general shall play." The figure said in a familiar voice.

Soon, the shadowy figure stepped out, revealing it to be…

"Listen here, wielders of the Elements of Harmony, you will be dead at Loki's hooves once Equestria's new age begins." General Shield Strike smirked before turning to his soldiers. "Move out!"

The soldiers saluted him and followed him towards the Mane Six's location.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor and Loki belong to Marvel. I don't own Thor and Loki's pony designs, they belong to Lizzytheviking on Deviantart. I also don't own the song His World (Remix).

Meanwhile, outside, Loki was seen flying onto the wall, getting away from his enemies. Spike glared at Loki from below.

"Get down from there, you bloodsucker!" The baby dragon demanded.

"That shall not happen…I rather have the high ground to have a better advantage on my enemies!" Loki laughed evilly.

Then, he started firing spells down at them from the wall. The two stallions and baby dragon began dodging everything. Shining Armor jumped at Loki with his horn glowing, but Loki summoned a barrier and shot a spell at the white unicorn, sending Shining Armor falling down. Thankfully, he was unharmed from the fall.

"If you three never came at all, you all would be already dead already." Loki taunted. "Now, you shall all pay!"

"No, you're gonna pay for what you're doin' to Equestria!" Big Macintosh snapped.

The trio hoped that Captain Katoptris and his rescue team had got the Mane Six, the Cutie Mark Crusaders, Button, Pipsqueak, and the Elements to get them back to the base. They didn't know how long this battle will take since Loki wasn't even giving up!

Elsewhere, Soarin', Spitfire, and Fleetfoot were fighting some soldiers from the air. Lyra was firing spells at the soldiers while yelling, "We can't give up! They need to be defeated!"

"I know, but do you think we can win?" Thunderlane asked as he bucked a soldier.

"I'm not sure! We gotta keep fighting!" DJ Pon3 answered, firing a spell at the soldiers.

"Don't worry, we'll help you!" Dr. Hooves called out from inside of the tank while blasting the soldiers away.

"Oh my goodness! What in the name of Celestia is that?!" Octavia gasped.

"It appears to be a tank." Zecora answered. "But who else is in there aside from Dr. Hooves?"

"We are, Zecora!" Pipsqueak called out from inside of the tank.

"What?! Pipsqueak?!" Cheerilee gasped in shock.

"Yeah, the foals are helping Dr. Hooves with the tank!" Derpy nodded as she walked in with Captain Katoptris.

"Twilight and her friends are going to get the Elements as we speak. Once they got them, we can return to base." Captain Katoptris explained.

"We must have a higher chance of fighting back." Zecora said with a stern expression.

"If only we had stronger weapons…" Neon Lights groaned.

"Yeah, I bet there is a weapon storage area or something like that." Star Hunter commented.

"There IS a weapon storage area. That's where we got this tank!" Apple Bloom called out.

"Cool! Is there any other stuff there aside from the tank?" Fleetfoot asked with a grin.

"Yeah, we'll show you all the other cool weapons!" Button nodded.

"Just follow us!" Scootaloo added.

"Let's go! Flim and Flam's inventions might help us!" Captain Katoptris commanded.

Back with the Mane Six, they were wandering around the castle, desperately looking for the Elements.

"How big is this castle?" Rainbow asked with an annoyed expression.

"No clue, but it's best if we look in this room!" Twilight answered while gesturing to a random door nearby.

"I hope they're in there. Oh, my hooves are killing me!" Rarity complained.

"Ugh, you two better stop complaining…" Twilight groaned.

Soon, the Mane Six found the Elements in the room on a pedestal which seemed weird that Loki would keep them out in the open like that and not put any soldiers on patrol.

"There they are!" Fluttershy pointed out.

"Yay! Now we can use them!" Pinkie cheered.

"Wait, Pinkie! There's still the problem of Loki's corruption on them." Applejack reminded her.

"Right! Our friendship can restore them back to normal!" Twilight nodded while approaching the pedestal.

"I'll be taking that!" A familiar voice said as the owner of said voice flew in and snatched the Elements from the pedestal.

Twilight and her friends jumped back as they saw who took the Elements and gasped: it was General Shield Strike and his soldiers!

"General Shield Strike!" Rainbow growled with an angry expression.

"Well, well, well, if it isn't Equestria's heroes…" General Shield Strike smirked.

"Give us the Elements, General Shield Strike!" Twilight demanded angrily.

"You won't get them back!" A soldier taunted them.

"Soldiers, move out! We must make our escape with the Elements." General Shield Strike commanded.

The soldiers saluted him and they all ran off.

"Get back here!" Twilight shouted, running out of the room with the rest of the Mane Six.

"You're not going to get away with this, you ruffians!" Rarity shouted to the general and his soldiers.

Outside of the castle, General Shield Strike and his soldiers watched the Mane Six run in with an evil smile on their faces.

"This is the perfect place for a battle, isn't it?" General Shield Strike asked.

"Looks more like a dump if you ask me." Rainbow grumbled.

"You're crazy! Why did you even bother working for Loki?" Twilight demanded.

"He promised the rest of his army and I for control of Equestria!" General Shield Strike responded.

The Mane Six glared at him, angered by Loki's promise.

"I believe we're going to stop you!" Rarity said with a stern expression.

"Yeah, you're gonna hand us over the Elements once we defeat you!" Fluttershy added angrily.

"Is that so? Then, in order to get the Elements back, you must defeat us!" General Shield Strike smiled evilly.

"You and what army?" Applejack asked with a cocky smile.

General Shield Strike gestured his soldiers to come up to the Mane Six.

"Really, Applejack? You HAD to ask that?" Twilight questioned with an annoyed expression.

Then, a battle began while a remix of the song 'His World' from Sonic the Hedgehog 2006 began playing. The Mane Six fought them off as fast as they could by using their various attacks and whatnot.

"Cowabunga!" Rainbow cheered, punching a soldier.

"We're going to stop you, General Shield Strike!" Twilight snapped.

"I would LOVE to see you try…" General Shield Strike growled.

"Come on, girls! We can defeat him!" Twilight said with a determined expression before they started charging at him and the soldiers.

Meanwhile, back with Shining Armor, Big Macintosh, and Spike, the trio were attacking Loki when he was out of range. It seemed like everything was going according to plan for the three so far. Suddenly, while Loki was distracted, Spike interrupted the battle.

"WAIT!" He shouted.

"What is it, Spike?" Big Macintosh asked with a confused expression.

"What if Twilight and her friends are in danger?! I have to help them!" Spike exclaimed with a worried expression.

"Twily?! If she and her friends are outside of the castle, something must have happened to them!" Shining Armor gasped.

"I'm gonna go find them!" Spike declared in determination before running off.

"Ya think he'll find 'em?" Big Macintosh asked.

"I'm sure. He and Twilight have been close since she hatched him during the entrance exam." Shining Armor answered with a shrug. "After all, Spike did help save the Crystal Empire."

"It appears that your friend has abandoned you. He is just like Twilight Sparkle…a failure!" Loki taunted.

"Don't talk about Spike that way, Loki! He'll come back and we'll finish this battle!" Shining Armor snapped.

Back with the Mane Six, the mares were too busy dodging General Shield Strike's attacks as he threw spears at them.

"Hold still!" The general growled.

"We're going to stop you!" Applejack shouted.

"Yeah, hand the Elements over!" Rainbow yelled.

"We're not gonna allow meanies like Loki and the rest of his army beat us!" Pinkie exclaimed.

"Even you ruffians!" Rarity snapped.

"We're gonna defeat you all with our friends, the Princesses, and Thor's help!" Fluttershy added.

"That's it! You're dead!" General Shield Strike yelled.

He was about to charge at them when suddenly, out of nowhere…BAM! A familiar light green fireball hit General Shield Strike right in the face, leaving several burn marks on his face.

Once the smoke cleared, the evil Pegasus and his soldiers saw…Spike glaring at them as he stood in front of the Mane Six.

"GET YOUR STINKING HOOVES OFF OF MY FRIENDS, YOU DARN DIRTY PEGASUS!" Spike shouted.

"It's under Loki's orders that I must kill them." General Shield Strike retorted sternly.

"It's still not right to hurt them!" Spike snapped in anger.

"Soldiers, kill the dragon!" General Shield Strike commanded.

The soldiers saluted their general as they charged towards Spike.

"SPIKEY WIKEY!" Rarity screamed in horror.

"NOOOOOOOOOOO!" Twilight yelled, firing a spell that got the soldiers away from her friend and stepping in front of him.

"What?!" General Shield Strike exclaimed with an annoyed expression.

"NEVER HURT MY FRIENDS!" Twilight shouted before firing a spell at him.

"ARRRRRRRRRRRRRRRRRRRRRRGGGGGGGGGGGGHHHHH!" General Shield Strike screamed, the spell hitting him.

"Spike, you saved us!" Applejack exclaimed while the Mane Six began to hug their friend.

"It was nothing." Spike said with a grin.

"At least we now have the Elements again." Twilight said as she sighed in relief and put the Elements in her saddlebag. "Let's go find Captain Katoptris and the Rebels."

"Ugh…" General Shield Strike groaned.

The Mane Six glared at the soldiers who moved back nervously and retreated in fear while one unicorn soldier fired a spell at them on the way out.

BAM! Our heroes were sent flying backwards as they screamed, "AHHHHHHHHHHHHHHHHHHHHHHHHH!"

General Shield Strike groaned again and rubbed his head before noticing that his soldiers were gone. He growled in annoyance, getting up and adjusting his helmet before flying after the Mane Six and Spike while letting out a battle cry.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor and Loki belong to Marvel. I don't own Thor and Loki's pony designs, they belong to Lizzytheviking on Deviantart. I also don't own the songs Attack on Alcatraz and Gulie Theme.

Elsewhere, at the site where the foals used the tank to blow up that hole in the wall, two soldiers were investigating the damage the foals had created as they discussed what might have blown up the wall, unknown that a smoke bomb got thrown in front of them. The soldiers stopped looking at the damage and stared at the bomb with confused expressions. Suddenly, the bomb went off, causing one of the soldiers to scream.

"I CAN'T SEE! I CAN'T SEE!" The soldier screamed in horror.

"EVERYTHING'S GONE DARK! OH CELESTIA, I HATE THE DARK!" The second soldier shouted.

Things apparently weren't dark though. The Equestrian Rebels showed up and stared at the soldiers who were still panicking and stomping their hooves on the ground in fear.

"Zecora, what did you do to them?" Cheerilee asked.

"It's a bomb I created to blind our enemies in order to distract them." Zecora answered.

The Rebels then moved through the hole with the Mega Reptile 9000 leading the way to the workshop. Once they entered Flim and Flam's work shop, the Equestrian Rebels were amazed at their sights.

"Whoa…" Star Hunter and Neon Lights gasped in unison.

"So, these are all of Flim and Flam's inventions? That's totally awesome!" Soarin' exclaimed.

"Yeah, they are!" DJ Pon3 nodded before seeing the Trooper Tank. "This tank needs a major paintjob though."

"They look perfect though!" Bon-Bon grinned.

"You guys can swipe them and use 'em if you wanna!" Sweetie Belle said from the tank.

"We have to do this!" Captain Katoptris commanded the Rebels as they got into the different inventions.

Suddenly, they heard an enraged battle cry in the distance, causing Lyra to jump and ask nervously, "What was that?"

"I-I don't know, Lyra…" Octavia gulped. "Whatever that was, it doesn't sound good…"

It then cut to the Mane Six and Spike as they were sent flying. "AHHHHHHHHHHHHHHHHHH!" They screamed before crashing somewhere in the forest.

"Are you all alright?" Twilight asked with a groan, rubbing her head.

"If ya mean by crashin' in the middle of some forest, then sure!" Applejack answered sarcastically while brushing dust off of her hat.

"Unfortunately, we got even dirtier from crashing here than when we got dirty during the battle." Rarity sighed sadly.

"That was some surprise back there. I didn't except that soldier to fire a spell at us and send us flying all the way back here." Fluttershy commented.

"It wasn't even a good surprise!" Pinkie frowned in disappointment.

"Yeah, that blast sure made me dizzy." Rainbow groaned while rubbing her head.

"Twilight, what are we gonna do now?" Spike asked. "Are we gonna go fight General Shield Strike again or just get back to the Rebels' base?"

"We're gonna have to fight the general first and then find the Rebels." Twilight answered with a determined expression.

RUMBLE…RUMBLE…RUMBLE…Suddenly, a vibration was felt through the ground, much to the notice and fear of our seven brave heroes. What was causing this earthquake?

"EVERYPONY, RUN!" Pinkie screamed while everypony ran off quickly.

"Why is the ground shaking all of a sudden?" Rainbow asked.

"I don't know, but we all gotta get outta here!" Applejack answered.

Meanwhile, back with Shining Armor and Big Macintosh, they stopped fighting once they heard General Shield Strike's battle cry and felt the earthquake.

"Big Mac, did you feel that?!" Shining Armor exclaimed with a worried expression.

"Eeyup. And I can hear that yellin' too!" Big Macintosh nodded.

"Well, well, well. It seems that the earthquake I have just caused as slowed them down after all…" Loki smiled evilly as his horn glowed.

"What?! You're slowing down my sister and her friends?!" Shining Armor yelled in shock. "If you caused the earthquake, then who's yelling?!"

The villain then smiled evilly while saying, "Your so called 'friends' shall see…"

Back in the forest, it was complete chaos that Loki was causing to slow down the Mane Six and Spike. Trees were falling left to right and the ground was shaking like crazy.

"AHHHHHHHHHHHHHH! EVERY MARE FOR HERSELF!" Rarity screamed while dodging the falling trees.

Fluttershy gasped as she saw some birds up ahead flying off. She said, "Something's not right. The animals are getting scared off and we don't know why!"

"They must be getting scared from this earthquake! We need to do something!" Twilight exclaimed.

Suddenly, Pinkie began blowing up and deflating like a balloon as her tail twitched and she made weird sounds. This caused the other ponies to stare at her weirdly.

"Oh boy, her Pinkie Sense's tinglin'!" Applejack pointed out.

"I think something's going to happen…" Spike mused.

Suddenly, 'Attack on Alcatraz' from X-Men: The Last Stand began playing as Pinkie turned her head towards the sound of the yelling before gasping in surprise.

"OH MY CELESTIA! HE'S BACK!" Pinkie screamed with a terrified expression.

"Who's back, Pinkie?" Rainbow asked nervously.

Suddenly, General Shield Strike came flying in and landed in front of our seven heroes, causing them to gasp in horror.

"HIM!" Pinkie shouted.

"Oh my star apples! He's back!" Applejack gasped in shock.

"What?! General Shield Strike came back to take his revenge?!" Twilight asked.

"Why is he angry at us?" Fluttershy questioned with a nervous expression.

"I don't know, Fluttershy." Spike replied.

"I'M GOING TO KILL ALL OF YOU!" General Shield Strike screamed.

"AHHHHHHHHHHHHHHHHHHHHHHHHH! GENERAL SHIELD STRIKE IS BACK!" Rarity shouted.

Suddenly, General Shield Strike started throwing spears at them, causing our seven heroes to run around like crazy, dodging them.

"Oh boy, guys, this looks bad. He's in a bad mood, so he doesn't know what he's doing or how crazy he's acting…" Twilight told her friends.

"Oh, oh! I know how we can solve this pickle we're in!" Pinkie grinned before pulling out the party cannon.

"Pinkie, are you sure that this will work?" Spike asked with a concerned expression before Pinkie stood behind the party cannon.

"Positive!" Pinkie nodded as she pressed the button. "FIRE AT WILL!"

BAM! A blast of confetti came out and exploded in front of General Shield Strike, knocking him back.

"Grr…" General Shield Strike groaned.

"Quick, Pinkie! Shoot him again!" Twilight commanded urgently.

"On it!" Pinkie said with a determined expression, firing the cannon again and making the general back away.

"Don't fire again until I say so, Pinkie. I'm going to handle this." Twilight commanded before stepping up to fire a spell. "Take this, General Shield Strike!"

The general didn't stop attempting to attack them though which led into the Mane Six and Spike dodging the attacks constantly.

"We can do this together, Twilight!" Spike exclaimed with a determined expression.

"No, Spike! I can't let you die because of this psycho!" Twilight shouted in concern.

"You HAVE to trust me!" Spike said, making Twilight sigh in defeat.

"Fine…climb onto my back." Twilight groaned.

Then, Spike and Twilight began firing spells and fireballs, giving them more of an advantage as Rainbow and Fluttershy were helping Pinkie with the party cannon and Applejack and Rarity were bucking rocks to attack the evil general.

"ALRIGHT, RAINBOW! FIRE THE CANNON!" Pinkie commanded as Rainbow pressed the button and Fluttershy ducked behind her while covering her ears.

BOOM! The cannon went off and confetti came out before exploding on General Shield Strike.

"AAARRRRRRRRRRRRRRGGGGGGGGGGGGGGGGGGGGHHHHH!" The white Pegasus screamed while being sent flying deep into the forest.

"We did it…we defeated the strongest warrior in all of Equestria…" Rainbow sighed in relief before grinning slightly. "Totally awesome!"

Meanwhile, back at the old castle, Rose was looking through some binoculars that Star Hunter had given her to see what was happening.

"Do you see anything, Rose?" Zecora asked with a worried expression.

"Twilight and her friends have just defeated General Shield Strike." Rose answered.

"They must be somewhere outside of the castle grounds!" Thunderlane gasped.

"Do they have the Elements is the question though." Apple Bloom pointed out from inside of the machine.

Captain Katoptris levitated the binoculars away from Rose and looked through them as he said, "Wait a moment, I see Twilight levitating the Elements into a saddlebag. That means our mission is complete!"

"Aw man! We didn't even get to use the war machines!" Fleetfoot pouted.

"Oh great…" Spitfire sighed in disappointment.

"That really sucks!" Soarin' groaned.

"Everypony, stay here! I must inform Prince Shining Armor!" Captain Katoptris commanded.

Meanwhile, back with Shining Armor and Big Macintosh, they were still fighting Loki.

"Die already!" Loki snapped in annoyance as he fired spells at the two.

"Never! We won't stop once Equestria's safe again!" Shining Armor yelled.

"So, you believe that you are as skilled as me? That you are a killer?" Loki asked slyly.

"No, I'm not like you, Loki!"

"Oh, please. Flatter me!"

Then, the 'Gulie Theme' from Street Fighter began playing as the battle continued. Loki fired a spell at Shining Armor which he dodged. In retaliation, the white unicorn fired a spell towards the evil alicorn which blew up right in front of him. The two then clashed horns before Loki bucked Shining Armor backwards.

"Any last words before I shall destroy you utterly?" Loki asked with a smirk.

Shining Armor glared at him and just gritted his teeth in annoyance. He wasn't going to give up, not now, not ever!

Loki, ignoring Shining Armor's reaction, taunted, "I was expecting a reaction like that. I actually shall defeat you and Big Macintosh the same way I defeated Twilight Sparkle and her friends!"

Shining Armor and Big Macintosh gasped in shock, seeing Loki giving them an evil smile.

"Guards, pull back! Retreat! NOW!" Shining Armor commanded the Royal Guards.

Captain Katoptris gave him a quick signal which the stallions understood. Loki saw this and growled in anger upon realizing what had happened.

"NO!" Loki shouted in anger.

Shining Armor fired a spell at Loki on his way out, slowing the grey alicorn down.

"Well, that'll stop him from following us." Shining Armor commented in relief.

Loki got even angrier from this as his armor disappeared off of his body.

"You shall not get away with this, Prince Shining Armor!" Loki yelled.

The grey alicorn groaned in annoyance before seeing two soldiers and commanding them, "You two! I command you to get over here!"

"What do you want, my king?" One of the soldiers asked.

"Find the rest of my army. I must inform them of what has happened."

Somewhere else in the castle, the members of the army gulped nervously.

"I think Loki needs to tell us something…" Trixie said nervously.

"What does he want with us?" Spot asked.

"I don't know." Rover answered.

"Should we hide?" Fido questioned.

"I hope that he killed Twilight and her friends. At least that'll make me sleep better at night." Discord commented.

"Ditto." Gilda nodded.

"What if it's not Loki and the Princesses sent the Royal Guards to arrest us?" Flim asked with a worried expression.

"Then, let's retreat!" Flam shouted as they all ran off into the woods.

Back with Loki, he and the two soldiers scouted the area for the rest of his army, but never found them.

"Leave them. They must be planning our next attack." Loki commanded, holding his hoof out.

The two soldiers saluted him and flew away.

The evil alicorn sighed nervously, "Oh, this is not a good situation…the clone I had created failed at my goal."

The Loki that Shining Armor, Spike, and Big Macintosh fought was actually a clone as Loki was off preparing for other duties he needed to attend to. The clone disappeared after the battle, concerning Loki about what had happened…