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…