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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"I'll never tell, Dorklight Sparkle!"

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

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

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

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

"HEY!"

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

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

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

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

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

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

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

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

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

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

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

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

"I will not."

"Princess Luna, move before I kill you!"

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

"That was the best suggestion I have heard!"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"DON'T DO IT, APPLEJACK! IT'S A TRICK!" Apple Bloom shouted. "Apple Bloom, you're right! I'm not gonna give you and your friends up to these two! I'm gonna find a way to get in there and save ya'll!" Applejack said with a determined expression.

Then, she charged at the tank while Flim and Flam began firing the cannon at her which she dodged the blasts. Applejack lassoed the Challenger again and jumped onto the glass dome and began smashing her hooves on it. Then, Flim pressed the button on his remote, electrocuting Apple Bloom.

"NO!" Applejack yelled. "AHHHHHHHHHHHHHHHH!" Apple Bloom screamed from inside the tank.

Inside, Flam was controlling the tank while Flim was levitating his remote and Apple Bloom was seen strapped to the wall by her front and back legs in an X formation. Once she was finished screaming, the filly took a deep breath and looked up where Applejack was standing. Near Apple Bloom was a cage where Scootaloo, Sweetie Belle, Pipsqueak, and Button were trapped in ever since the battle began.

"Apple Bloom, are you ok there?" Sweetie Belle asked with a worried expression. "I'm fine, Sweetie Belle." Apple Bloom answered in exhaustion.

"Just hang in there, Apple Bloom! We'll find a way to get you out of this!" Pipsqueak called out. "But how is the question." Scootaloo pointed out.

"Don't bother to ask that, foals!" Flam called out. "That's right, you'll never get an answer!" Flim taunted.

"Great, now what are we gonna do?" Sweetie Belle questioned. "Can't we just squeeze through the bars?" Scootaloo asked.

"I don't think that would be possible." Pipsqueak answered. "Wait, I think I have an idea…" Sweetie Belle gasped. "Button, give me your propeller hat!"

"Ok, what for?" Button asked while taking his hat off and giving it to Sweetie Belle. "It's for something that'll help us escape." Sweetie Belle replied.

"Button's hat? Come on, Sweetie Belle! How will it in one way help us get out of—"Scootaloo began as Sweetie Belle began using the top of the propeller of Button's hat to undo the lock. Suddenly, the cage door opened once Sweetie Belle finished undoing the lock. "Here?" Scootaloo finished.

"Cool! How did you do that?" Pipsqueak asked. "Rarity showed me a similar trick with a pin to open any lock." Sweetie Belle answered proudly.

"That's awesome!" Scootaloo exclaimed with a smile. "Can you do the same for Apple Bloom?" Button asked.

Sweetie Belle nodded as the foals went up to where Apple Bloom was strapped. She then used the top of the propeller to undo the locks that kept Apple Bloom strapped and put Button's hat back on his head while Apple Bloom fell onto the ground since she was now free.

"Thanks." She grinned at Sweetie Belle. "No problem! Friends help each other out." Sweetie Belle said.

"I think we need a plan to stop the brothers from trying to kill Applejack with their tank." Scootaloo whispered, forming a circle with the other foals. "But how? Every time she jumps up on the glass dome and smashes her hooves on it, they push that button on the remote to electrocute Apple Bloom." Pipsqueak pointed out.

"That's right. We have to find a way to get to that remote." Button nodded. "Maybe we can try to defeat Flim and Flam too…" Apple Bloom muttered.

"How?" The foals asked in confusion. "We're gonna try to beat Flim and Flam at their own game." Apple Bloom smirked.

Now, Applejack was having trouble running around and dodging the tank. "I better not give up…I need to get my sister and the other foals outta there…" She muttered to herself. "Applejack, quick! Jump onto the glass dome and smash your hooves on it!" Apple Bloom called out from inside the tank.

"Apple Bloom? How—"Applejack began. Inside of the tank, Apple Bloom was seen standing on the controls with her hooves on the front of the glass dome. "Ya have to do it! My friends freed me and ya gotta smash your hooves on the glass dome to electrocute me, so we can destroy the tank!" She called out.

"Wait a second, how did you escape?" Flim asked. "And how did you get free?" Flam added.

"We freed her!" A couple of voices answered in determination. The brothers turned to see Scootaloo and Sweetie Belle standing with Button and Pipsqueak who were glaring at them. "Cutie Mark Crusaders, to battle!" Scootaloo commanded.

"CHAAAAAAAAAAAAAAAAAAARRRRGE!" Pipsqueak, Button, and Sweetie Belle yelled while charging at Flim and Flam. Soon, the foals were attacking Flim and Flam as Scootaloo ran and grabbed the remote which Flim dropped during the attack. "Hey, quit it, you little brats!" Flam snapped.

"Yeah, we're trying to destroy our enemy here!" Flim shouted. "Applejack, you have to listen to me! I found a way to save us!" Apple Bloom exclaimed.

"Us? Are ya sayin' that your friends are in there with ya?" Applejack asked. "We have you now!" Flim and Flam laughed evilly as they began levitating Apple Bloom.

"LET GO OF ME! Applejack, hurry!" Apple Bloom shouted. "Fine, I'll do my best to save ya." Applejack nodded.

She lassoed up the tank and jumped onto the glass dome, smashing her hooves on it. Inside, Scootaloo looked up to see Applejack doing what Apple Bloom wanted her to do and pressed the button on the remote. ZAP! Suddenly, the room was surrounded by strong electricity.

"AHHHHHHHHHHHHHHHH!" Apple Bloom screamed. Even Flim, Flam, Scootaloo, Sweetie Belle, Pipsqueak, and Button were getting electrocuted while they yelled, "AHHHHHHHHHHHHHHHHHHHHH!"

Applejack quickly jumped off and began spinning the tank around with her lasso. "YEEHAW!" She cheered. Then, she let go of her lasso which sent the Challenger flying as it crashed onto the ground. KABOOM! The tank exploded, sending pieces of the tank everywhere. "AHHHHHHHHHHH!" The foals screamed, falling nearby.

Applejack quickly caught them with her lasso and set them onto the ground. "Ya'll alright?" She asked the foals with a concerned expression. "That was awesome!" Button cheered happily while getting up.

"Phew! Thanks Celestia that ya'll alright!" Applejack sighed in relief. "See, Applejack? We can fight back!" Apple Bloom grinned.

"You should've seen the looks on Flim and Flam's faces!" Scootaloo laughed. "That was so cool!" Pipsqueak exclaimed.

"I wanna try it again!" Sweetie Belle smiled. "Sorry, Sweetie Belle, but that's a dangerous activity for any foal to partake in." Applejack apologized.

CRASH! Flim and Flam landed near them, groaning in pain. "Hold on a second, I have business to attend to with these con artists." Applejack said sternly. "Well, that didn't go according to plan…" Flim commented.

"Agreed, I can't believe Applejack and the foals blew up our tank! We worked so hard on it!" Flam nodded. They both looked up to see Applejack glaring down at them. "I ain't through with ya'll yet! Ya'll ain't goin' anywhere before I beat the livin' Tartarus outta both of ya'll!" Applejack snapped.

"I think this calls for a retreat." Flam said. "You're right." Flim agreed.

"RUN!" They screamed as they ran off. "Hey, ya'll get back here now! I wanna pound the livin' daylights outta ya!" Applejack called out.

"Man, those two would be beaten up once Applejack is done with them." Button commented. "Yeah." The Cutie Mark Crusaders and Pipsqueak nodded.

"It seems you are enjoying yourselves, I assume?" A familiar voice asked sinisterly. The foals turned to their right and became face to face with Loki. "Loki!" They gasped in shock.

"I hope you are enjoying the battles…because the demises of your friends are coming." Loki taunted as he levitated the Cutie Mark Crusaders, Button, and Pipsqueak in front of his face.

"Hey, let us go!" Scootaloo yelled. "You're not gonna get away with this, you monster!" Apple Bloom snapped.

"Why so serious?" Loki asked darkly, scaring the foals half to death.

Back with the Pinkie vs. Discord battle, Pinkie was waiting for Discord to come back from being shot into the air. Then, the evil Draconequus teleported in and asked with an annoyed expression, "So, you think you're funny, huh?!"

"Awww, come on! Wanna play again? It was fun!" Pinkie giggled. Discord groaned and zipped up Pinkie's mouth like a zipper. "Mmmfh! Mmmfh! Mmmmfh!" Pinkie muffled.

"Well, guess what, Pinkie Pie?! I'm going to defeat your friends! Watch this!"

Discord then snapped his talons and suddenly, the tables were turned. Gilda nearly hit Rainbow with her claws, Trixie and General Shield Strike had started attacking Twilight again, Flim and Flam had come back to fight Applejack, The Diamond Dogs had surrounded Rarity, and the soldiers stopped arguing and cornered Fluttershy. The Mane Six then got stood in a circle in the throne room of the princesses' old castle.

"This is just enough power for us to win." Discord smiled evilly. "What are we going to do?" Fluttershy asked Twilight with a nervous expression.

"I don't know, we'll just have to think of something…" Twilight answered while unzipping Pinkie's mouth. "Ooooh! I know! I know!" Pinkie exclaimed in excitement.

"What is it, Pinkie?" Rainbow asked. "We're gonna play a game with these meanies! It's called Click, Click Boom!" Pinkie answered happily as she pulled out her party cannon. "And here's how you play!"

BAM! BOOM! BAM! The party cannon began launching confetti out once the pink Earth pony pressed the button on her cannon. "AHHHHHHHHHHHHHHHHHHH!" The Diamond Dogs screamed, getting blown away from the blast. Then, Pinkie began singing happily.

Pinkie: Oh yeah! Click, click, boom!

Then, she pointed her cannon at her next target and pressed the button again. BAM! BAM! BAM! "AHHHHHHHHHHHHH!" Flim, Flam, and Trixie screamed while getting knocked away.

I'm coming down on the stereo; hear me on the radio, Click, click, boom!

The pink Earth Pony aimed her cannon at the nearest villains and pressed the button once again while three shots went off again. BAM! BOOM! BAM! "AHHHHHHHHHHHHHHHHHH!" General Shield Strike and his soldiers shouted as they were caught in the explosion.

I'm coming down with the new style and you know it's buck wild, Click, click, boom!

Pinkie then pointed her cannon at the last of the villains and pressed the button for the fourth time. BAM! BAM! BAM! "AHHHHHHHHHHHHHHHHHHHHHHHHH!" Gilda and Discord screamed, getting blown away.

I'm on the radio station, touring 'round the nation, leaving the scene in devastation.

Once she was done with her song, Pinkie jumped off of her party cannon, grabbed Twilight, and began moving her tail up and down as spells were fired out of her horn rapidly like a machine gun. POW! POW! POW! POW! "AHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" The army screamed while dodging every spell that was fired.

Finally, the background music wasn't playing anymore which left our heroes to believe that the battle was finally over. The Mane Six examined the room to see where the villains are and saw that they were all together in a corner. "Ugh, the pink pony is crazier than the last time we met!" Gilda groaned.

"Get used to it, Gilda. She's more random than crazy." Rainbow taunted. Then, the slow clopping of hooves was heard which caused both sides to turn and see Loki standing there. "I am impressed, heroes of Equestria. I thought my army was going to defeat you, but defeating them proves that you are all truly the wielders of the Elements of Harmony." Loki smirked.

"We didn't come to prove that we're the wielders, Loki!" Rarity snapped as she gestured to the foals who were now chained up again. "We came here for the foals!"

"Right, your army's defeated! Now hand them over!" Twilight commanded. "But you are forgetting one thing, ponies: you must defeat me to win." Loki said, his armor and helmet appearing on him.

The alicorn began firing spells at the Mane Six who dodged them and attacked back. They tried to hit him, but their hooves went through him since he cloned himself and the ponies ended up hitting each other. Loki laughed madly as he continued dodging the attacks. While this was happening, the army was moving slowly towards the battle.

"Pathetic! Is that how well you can fight?!" Loki taunted. "Now, girls! We need to activate the Elements' power!" Twilight commanded her friends.

"Right!" The other members of the Mane Six nodded. This was their moment of triumph: once the Elements were activated, Loki and his army would be defeated. "We're done for." One of the soldiers groaned.

"There's no way I'm going to be a statue back at the castle gardens!" Discord snapped. "Would you two just shut up?!" Gilda demanded.

"It seems that they're activating the Elements!" Flim pointed out. "We're in major trouble!" Flam shouted.

Soon, Twilight's horn glowed as her friends' necklaces began glowing and unleashing waves of energy. Their eyes then turned white as they began to unleash a rainbow beam which caused the villains to freak out. "We're doomed." Fido commented. "This looks bad!" Rover yelled.

"Real bad!" Spot added. "So, this is what happens when the Elements of Harmony are activated." General Shield Strike commented.

"Wait for it…" Trixie said. Suddenly, before the rainbow beam was launched at Loki and his army, something…weird happened. Out of nowhere, dark green energy began consuming the rainbow. "Twilight? Is this a new ability?" Rarity asked.

"I don't know! This never happened!" Twilight said with a confused expression. "It doesn't look normal though." Applejack commented.

"The Elements don't normally do this. I wonder who made them do it…" Pinkie wondered out loud. "And who would that be?" Rainbow asked, knowing it was an obvious question.

"Eeep! This seems really strange!" Fluttershy yelped. "BWAHAHAHAHAHAHAHAHAHA!" Loki cackled.

"Loki!" The Mane Six gasped in a mix of horror and anger. "You fell into my trap, just as my army and I have planned!" Loki exclaimed.

"What do you mean by that?!" Twilight demanded. "I corrupted the Elements with Trixie's help, so when the power of the Elements is unleashed, I can torture them all I want!" Loki explained.

"THAT'S why you wanted the Elements?! You tricked us!" Rainbow snapped. Suddenly, the dark green energy surrounded them in a dome like a magic barrier. The Mane Six tried to break out, but they were bounced back and electrocuted. "AHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" They screamed.

They continued to do this for a while, much to Loki's amusement. With the electricity flashing blindly around them, the howling laughter of a power hungry alicorn echoing through their minds, it seemed like all hope was lost for the Mane Six.

In Ponyville, the citizens gasped in horror as an image of Loki laughing like a maniac while the Mane Six was getting tortured. "Oh my Celestia! The pony who tried to kill us all during the invasion is torturing Twilight and her friends!" Lyra yelled.

"I've got a bad feeling about this, Lyra." Bon-Bon said. "Things don't look good."

Shining Armor was seen standing inside the library, staring in horror. It seems like Loki and his army have won…