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.