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.