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.