Disclaimer: I don't own anything in this story. My Little Pony belongs to Hasbro. Thor, Laufey, Odin, Frigga, 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 songs Battle of the Heroes, Immortals Battle, and Captured and Tortured.

At Canterlot Castle, Celestia's eyes widened in shock as she watched the projection of Loki torturing the Mane Six. She said, "Luna…Loki is torturing Twilight and her friends. How do you think he managed to do it?"

"I'm not sure, but I sense that he corrupted the Elements of Harmony with Trixie's help." Luna replied. "It seems that Loki and his army are winning…"

It suddenly cut to the Princesses' old castle where the Mane Six were staring in horror at Loki who was still laughing at their pain. "BWAHAHAHAHAHA! I am entertained by your misery and shock! It is quite amusing!" Loki taunted. "Stop being so entertained by this! Ya manipulated us!" Applejack snapped.

"Of course I did. It was all part of the plan."

"I can't wait to exterminate you six!" Gilda exclaimed happily. "With you ponies out of the picture, Equestria will be ours!" Trixie laughed evilly.

"Ugh, Trixie, give it a rest! We're gonna defeat you, Loki, and the rest of his army!" Twilight groaned as she got up alongside her friends.

"Shut up, Twilight!"

"Go back to your town, ponies. You're done for." Discord said, gesturing to the way out. "We don't need the Elements to stop Loki and his army!" Rarity snapped.

"What is this? You wish to still fight me?" Loki asked while repressing a snicker at the thought of the Mane Six wanting to fight him again after he just tortured them. "Well, we're gonna take you and your army out, one way or another!" Twilight yelled as she and her friends got in their battle stances.

"How flattering…You do realize that I am the same as Nightmare Moon, Discord, Queen Chrysalis, and King Sombra combined personality wise. I am the alicorn of evil, the son of Laufey, the rightful king of Ponyheim, the god of lies and mischief, the eliminator of ponies. I AM LOKI!"

"Yeah, we know that already! Now, let's fight!" Rainbow snapped. "Very well then…" Loki smirked. "My army, move to the side…I can handle these ponies myself."

The army moved aside as the grey alicorn got into his battle stance. The song 'Battle of the Heroes' from Star Wars Episode 3: Revenge of the Sith began playing. "Prepare to taste the rainbow of friendship, Loki! Sonic Rainboom X4!" Rainbow exclaimed as she flew up into the air and did a Sonic Rainboom. BAM! The explosion broke the sound barrier, sending out a rainbow shockwave and strong hurricane winds, but Loki was hardly effected by the attack.

"Oh yeah, that was awesome!" Rainbow grinned. BAM! Loki then fired a spell at her, sending the cyan Pegasus to the ground. "AHHHHHHHHHHHHHHHH!" Rainbow screamed, falling to the ground.

"Rainbow!" The rest of the Mane Six yelled in shock. "I am impressed by your Sonic Rainboom, but…it hardly did any damage to me." Loki smirked at Rainbow.

"I'll get him! Confetti Explosion!" Pinkie declared as she set up her party cannon. "FIRE!"

She pressed the button. POW! Then, it fired a ton of confetti at Loki who didn't even react as the confetti landed on and around him. "Why, that was quite an explosion…I believe I shall fight back." Loki smiled evilly, brushing some confetti off of him as he fired a spell at her. "Eek!" Pinkie yelped before Rarity rushed in to protect her.

"Gem Claymore of Style!" Rarity shouted while she levitated a bunch of gems out of the ground as the gems formed into a claymore. "Now, block the attack!"

The claymore knocked it back like a baseball bat as Loki watched with an amused expression after dodging it. "Hmm, fighting with gems to deflect powerful spells…impressive, but I know how to prevent it." The grey alicorn smirked. Suddenly, he fired a spell at the claymore, causing it to explode it into a bunch of gems. BOOM! "AHHHHHHHHHHHHHHHHHHHH!" Rarity and Pinkie screamed as they were sent flying and landed where Rainbow fell.

"Ok, ya varmint! Nopony hurts my friends! Apple Roundup!" Applejack declared, pulling out her lasso and throwing it. WHIP! Then, the lasso wrapped around Loki as Applejack ran around with the lasso in her mouth to tie his entire body up completely, making him look like a mummy. "Gotcha! Ya see, partner, ya can't break through this lasso since I tied up your entire body with it!" Applejack grinned.

"Oh, you are wrong about that…" Loki said darkly. He began levitating the lasso off of his body as he smirked. "What in tarnation?" Applejack asked.

Suddenly, Loki began running around and levitating the lasso around Applejack, covering her entire body. Then, he started moving the lasso in a circle. "AHHHHHHHHHHHHHHH!" She screamed. Applejack was then unraveled from it and landed on top of Rainbow, Rarity, and Pinkie. "Anypony else willing to fight me?" Loki asked with a sly expression as he noticed that only Fluttershy and Twilight were left.

"Fluttershy, go use the Stare on Loki to distract him while I prepare to do a spell." Twilight commanded. "Got it!" Fluttershy nodded before flying towards Loki and doing the Stare at him.

"Ugh…" Loki groaned, being affected by the Stare. "Now then! See if you can stand this attack, Loki! Star Sparkle!" Twilight yelled while her horn glowed and made a bunch of glowing ninja stars rain down from the sky.

BOOM! BOOM! BOOM! Once the ninja stars hit the ground, they all began exploding around Loki. The attack of falling glowing ninja stars continued until there was none left which stopped the spell. "What spell was that, Twilight?" Fluttershy asked. "That spell allows me to summon in glowing ninja stars from the sky to fall and land around their target. Once they land, they all explode." Twilight explained.

"Oh, that spell seems to fit you so well." Fluttershy commented. "I know!" Twilight grinned. "It's my second best spell next to my Magic Burst spell."

"Have you ever learned that the second best spell is not a wise one to use?" Loki taunted as he walked out of the smoke. He fired a spell at the two ponies which sent them flying. "AHHHHHHHHHHHHHHHHHHHH!" Twilight and Fluttershy screamed, landing on top of the other ponies.

"I must admit, that spell was weak." Loki taunted. Soon, the rest of the army gathered around to see the defeated Mane Six. Then, Trixie levitated the Elements off of the Mane Six and into her hat. "I'll be taking those since you won't be needing them." She smirked.

Suddenly, much to the villains' surprise, Twilight and her friends got up while Twilight said, "No…we can't lose!"

"What is this? You wish to fight me once again?" Loki asked in fake shock. Rarity glared at him and snapped, "You ruffian! You tricked us earlier! We were just recovering from the battle against your army, but you corrupted the Elements, electrocuted us, and kicked our flanks!"

"That IS true…" Loki commented. "Alright then…My army! Step aside once again and do not interfere!"

The army stepped to the side with confused expressions as Loki got into his battle stance. Loki's horn glowed and the Mane Six's injuries were instantly healed. "Why did you do that?" Twilight asked with a surprised expression.

"I prefer to fight my enemies when they are uninjured."

"Well, buddy, you've made a HUGE mistake! We're gonna beat you now!" Rainbow shouted. Loki chuckled evilly, "Very well, Rainbow Dash. We shall battle once more…"

"Alright! It's time for a change of music!" Pinkie exclaimed. Then, 'Immortals Battle' from 300 began playing. "Where does that music come from anyways?" Applejack asked.

"Does it really matter?" Loki questioned with a sarcastic expression. He then glared at the Mane Six staring at him with determined expressions. "Now, which one of you wants to fight me first?" The alicorn smirked.

"I'll do it!" Rainbow declared. She then flew towards Loki and began punching him rapidly. Before she could deliver another punch, Loki levitated her by her hoof, much to her shock. Rainbow exclaimed, "No way! I was about to get you right in the face!"

"Remember this, Rainbow Dash: looks are deceiving." Loki said darkly. Then, he bucked her, sending her flying and crashing into a wall as chains appeared around her waist. Rainbow tried to get out of it, but got electrocuted.

"Now, which one of you wants to suffer next?" Loki smirked. Fluttershy glared at Loki and flew over to him. "HOW DARE YOU?! Listen here, Mr. God of Lies and Mischief, just because you're evil and you have a powerful army, doesn't mean you can go hurting other ponies! Now, let Rainbow go before I pound you!" She snapped.

Then, Fluttershy used the Stare on him, but Loki was hardly effected by it unlike last time. "I apologize, but that does not work anymore." Loki taunted while firing a spell at Fluttershy which sent her flying and getting chained up on the wall next to Rainbow. "Fluttershy!" Twilight yelled before she glared at Loki.

"That's it! Nopony hurts my friends ever!" Applejack snapped as she ran up to Loki with her lasso. But then, the villain levitated Applejack's lasso and tripped her with it. "My apologies, Applejack, but this is the last roundup for you." Loki taunted, bucking Applejack into the wall where she got chained next to Fluttershy.

"Now, who is next?" The alicorn smirked. "Let's go, you meanie! Nopony hurts my friends ever!" Pinkie snapped while charging at him and punching him repeatedly.

Loki suddenly levitated her hoof and judo flipped her before he bucked Pinkie and sent her flying against the wall where she was chained next to Applejack. "I should have locked you up a long time ago, Pinkamena Diane Pie." Loki said. "How dare you, you brute! Now, it's my turn!" Rarity snapped as she ran towards him.

Just then, she bucked him right in the chest, only to have her back hooves to go through him. "What? How did…" Rarity asked in confusion, watching the clone Loki had summoned disappear. Suddenly, she heard somepony clear their throat and she turned to see…Loki standing where the Cutie Mark Crusaders, Button, and Pipsqueak were chained.

"Are you ever not going to fall for that?" Loki asked with a smirk. Then, he fired a spell at her, sending her crashing against the wall where she was chained next to Pinkie. "Huh, you used a clone of yourself to trick her…" Discord commented while he was seen eating popcorn and wearing 3D glasses. "Awesome! I loved it! BWAHAHAHAHAHAHAHA!"

"YOU MONSTER!" Twilight snapped as she glared at Loki and charged toward him. Loki teleported away before Twilight could get to him. The grey alicorn reappeared in front of her and said, "Now, Twilight Sparkle, it is time for the final battle."

"You and your army won't get away with this!" Twilight shouted. "Sounds like somepony's being cocky…" Trixie chuckled evilly.

"Even if I die, I'm not gonna let you hurt any of my friends!" Twilight yelled. "And now, because you were defending your friends and my brother, I shall murder you slowly in every way I know you fear!" Loki snapped while his horn glowed.

Twilight dodged the spells that were fired at her and fought back quickly. The villain then bucked at her, the lavender unicorn ducking just in time. "Are you terrified, Twilight Sparkle? I never thought that you are a coward…" Loki taunted as he saw that Twilight's horn was glowing and summoning a magenta ball of energy.

"Loki, be careful! The shela's gonna use her Magic Burst spell on you!" General Shield Strike warned. "Stop her!"

"No, I wish to see how hard she tries to stop me. And never tell me what to do, I am in charge!"

Twilight continued to dodge the attacks the alicorn was firing at her. Loki then backed up as Twilight bucked at him. "Ok, almost charged up and…THERE! Take this, Loki! Magic Burst!" Twilight exclaimed, levitating the ball of energy over Loki's head before slamming it down on him, causing it to explode.

When the dust cleared, Loki was just standing there, looking uninjured and not amused from the attack. Twilight just stared in shock before Loki jumped in and tried to buck her, making the lavender unicorn duck. Everypony in Equestria stared in horror as the evil alicorn tried to defeat Twilight who kept dodging the attacks he kept throwing at her.

The Mane Six (minus Twilight), the Cutie Mark Crusaders, Button, and Pipsqueak stared with scared expressions while chained up. Then, the song 'Captured and Tortured' from Harry Potter and the Deathly Hallows Part 1 began playing in the background as Loki continued to fire spells and buck at Twilight as he ranted, "You and your friends never stood a chance against me, Twilight Sparkle! You all failed! Now, your precious kingdom belongs to me!"

"Why?! Why are you causing harm to Equestria?!" Twilight demanded angrily. "Because you ponies ruined my life! You have no idea how long I have been treated like I was trash and how everypony looked upon Thor like he was the greatest pony ever while I was ignored! But do you know what? I pity that everypony blamed you for the death of your foalhood friend!" Loki snarled.

Twilight gasped, this alicorn…was lying to her about Dinky's death! She knew that she didn't kill her old friend. Loki, of course, wasn't paying attention and was still rambling on and on. "All of your friends, your baby dragon that you call your assistant, adoptive brother, and adoptive son, your brother, your sister in law, they see you for what you truly are: a failure!" Loki snapped. "Shut up." Twilight grumbled angrily.

"Even Princess Celestia has doubts about you being her 'faithful student'!" Loki added. "Shut up." Twilight repeated while gritting her teeth.

"And Thor! Remember the hatred and anger he felt towards you and your friends?! How does it feel that you are twice of a failure?!" Loki yelled.

"SHUT UP! You have NO right to rant like a crazy pony!"

Loki then bucked Twilight which sent her flying into the wall in slow motion where she was chained next to Rarity. "Do you feel that, heroes of Equestria? That is the feeling of defeat. You have failed to save the kingdom. What a shame…" Loki taunted as his armor vanished. Twilight sighed sadly in defeat.

"Take them to the dungeon!" The grey alicorn commanded a soldier. "Ugh…why don't you just…kill us?" Twilight asked.

"When Equestria is in ashes, you have my permission to die."

The soldiers nodded and dragged the walls where the Mane Six, the Cutie Mark Crusaders, Button, and Pipsqueak were chained to the dungeon. "Hey, what gives?! You said you were gonna kill them!" Gilda snapped.

"Right, what if they escape? If they're dead, then they can't." Discord pointed out. "Now, go to the castle library and I shall summon you when I feel like it!" Loki commanded. The villains nodded and ran off.

Then, it showed the outskirts of Ponyville where the citizens were hiding after Loki defeated the Mane Six. Celestia and Luna's guards were busy standing watch as some ponies were seen trying to serve treats. "We need one at Table 1!" Star Hunter called out as he was working at Tables 1 and 2. "Wait! Who's helping out with Tables 4 and 5?" DJ Pon3 asked.

"I am. And I'm not the only pony serving those tables." Octavia said, holding a plate in her mouth. "Hold up there, we don't wanna rush everypony!" Lyra warned.

"I know, but we need to help out as much as we can!" Star Hunter reassured her. In another spot, the Cakes were handing out bags of treats to give to the ponies. "Here's Order 27 and Order 28…here's Order 34. Um, where's Order 72?" Mr. Cake said while passing some bags to the ponies who ordered.

"Don't over work yourself, honey." Mrs. Cake reassured him. "You know I can't help it when we have these many customers, dear!" Mr. Cake said. "Here's Orders 68 and 76!"

"WAHHHHHHHHHHHHHHHHH!" Two baby ponies cried nearby. Pound Cake and Pumpkin Cake were seen crying while sitting on a table because they wanted attention from their parents. "Oh no! The twins! Order 23, catch!" Mr. Cake yelped as he threw the order towards the pony who ordered it.

"Pound, Pumpkin, it's going to be ok. We'll—"Mrs. Cake reassured the foals. "WHOA!" Derpy's voice yelped before she crashed into the table. CRASH! She was hanging upside down on the table while Pound Cake and Pumpkin Cake giggled and ran up to Derpy.

"Derpy! Are you alright?" Mrs. Cake asked with a worried expression. "Of course I'm alright! I heard your foals crying, so I came to cheer them up." Derpy answered while grinning.

"Yes, the twins were crying. Order 27, here!" Mr. Cake nodded, giving a bag to a customer. "You made them laugh though." Mrs. Cake added.

"It was nothing, Mrs. Cake." Derpy grinned. "Well, I guess that takes care of it, but we're still packed with all of these orders." Mr. Cake sighed.

"Maybe I can help!" A familiar voice called out. Everypony turned to see Joe pushing a donut cart while some ponies were taking some donuts. "You're here too, Joe?" Derpy asked with an excited expression.

"Of course! I thought I could help out. Besides, I'm friends with Twilight and her friends." Joe answered. "Thank you, Mr. Joe!" Mr. Cake sighed in relief.

"Just call me Joe." Joe said to him. "You're too kind, Joe. Thanks for the donuts." Mrs. Cake nodded.

Elsewhere, some ponies were helping take care of some wounded Royal Guards that were trying to protect the citizens from Loki's soldiers in medical tents as Dr. Stable, Nurse Redheart, Nurse Sweetheart, Nurse Coldheart, and Nurse Tenderheart were busy healing the guards. Cheerilee was having her class make 'get well' cards for the guards as well. Filthy Rich and his employees were trying to sell some of their products that might help the citizens or set up more tents. Diamond Tiara and Silver Spoon were mostly watching with nervous expressions since they were still scared about the forest fire they caused.

"Welcome!" Aloe greeted a crowd of ponies who were in the spa area. "Go on and relax!" Lotus added.

"We'll make sure your lives are great!" The spa twins grinned. They called on their staff to prepare everything as the ponies got themselves relaxed. Elsewhere, the flower ponies: Daisy, Lilly, and Rose were busy either selling flowers or planting them to make the camp look nice.

"Hurry up, girls! We need to have this camp look nice and help Shining Armor!" Princess Cadance commanded. "Yes, your highness!" Some mares nodded as they bowed at her.

In another part of the camp, a large tent was shown where Celestia and Luna's guards were seen patrolling the area. Inside, Shining Armor was looking at a battle map of Equestria while discussing his strategy with the Mayor of Ponyville and Zecora.

"Shining Armor, how are we going to do this?" The Mayor of Ponyville asked with a concerned expression. "I'm trying as best as I can, Mayor." Shining Armor sighed in response.

"But the question is: what move do we make?" Zecora asked. "That's what I'm trying to figure out, Zecora." Shining Armor groaned. "It's just…Loki has my sister, her friends, and the missing foals captured and he's probably torturing them right now as we speak!"

"I'm sure Twilight and her friends are still alive, Shining Armor. There's still hope in them defeating Loki." The Mayor of Ponyville reassured him. "It appears that Twilight and her friends are being held as prisoners. The Elements were the main targets and Loki used them against Twilight and her friends. It seems that Loki was toying with us from the start, but he won't finish Twilight and her friends off…until he has settled other problems." Zecora explained.

"I wish the Princesses were around to help us…" Shining Armor groaned. "Don't be so stressed. At least you're trying your best to protect the kingdom." The Mayor of Ponyville told him.

"I know, Mayor, but I wish we had more help." Shining Armor said. "Prince Shining Armor!" A voice called out which belonged to Captain Katoptris while he rushed in. "Somepony the Princesses have sent has returned!"

"Really?!" Shining Armor grinned. "Eeyup!" Big Macintosh nodded as he walked into the tent.

"That's great news! Bring him in!" Shining Armor commanded with an excited expression. Captain Katoptris and Big Macintosh opened the tent entrance as…Spike walked in.

"Spike! You came back!" Shining Armor exclaimed, running up to Spike and hugging him. "It's great seeing you too, Shining Armor." Spike nodded while Shining Armor let go of him.

"Hold on! Where's Thor?" Shining Armor asked as he realized that Thor wasn't with Spike. "Well, you see…it all went like this…" Spike began.

Then, he started explaining what happened from chasing Thor into Ponyheim, meeting Odin and Frigga, to when Thor decided to return to Equestria.

Flashback:

After hearing that Thor was returning to Equestria, Spike was relieved that he was going to forget about the past and make up with his friends. "Let us return to Equestria, Spike!" Thor grinned, levitating Spike onto his back.

"Wait, Thor! Will you listen to what I have to say?" Odin asked while holding out his hoof which caused Thor to levitate Spike back onto the ground. "I wish for you to help us with our royal duties."

"WHAT?! You're saying that you want Thor to stay here with you two?" Spike asked with a shocked expression. "That is true, Spike, but we can't do all of our royal duties by ourselves now can we?" Frigga pointed out.

"Mother, Father, I do not understand. What are you asking me to do?" Thor questioned. "We are asking you to help us answer these messages from other kingdoms." Odin replied as he summoned an entire stack of papers.

"That is it? No training?" Thor asked in confusion. "Indeed, my son." Odin nodded.

"So, I must help you and Mother answer all of these messages? Why?" Thor questioned. "What we mean is that we need some help with answering the messages and planning a strategy to assist Equestria in the battle against your brother." Frigga explained.

"But how long will this take? I see that there are a lot of messages there and planning a strategy is a little hard." Thor asked. "Fear not. Your mother and I shall help you with all of this." Odin reassured him.

"But I cannot just sign all these papers and do—"Thor began, but was interrupted by Spike. "Thor, go with your parents." Spike commanded.

"What?" Thor asked in shock. "I'm sorry, but it's for the best. Do it for Twilight and her friends." Spike apologized.

"I understand now." Thor nodded. "Do you promise that you'll return to Equestria?" Spike asked.

"I promise once I am finished helping my parents sign those messages, I shall return to Equestria and help my friends." Thor said proudly. "Watch him, Odin." Spike told the white alicorn.

"You have nothing to fear, Spike. My queen and I shall keep our eye on him." Odin nodded. Then, they went in their separate directions.

End of Flashback

"And that's what happened." Spike finished. "Once I got to Equestria, I saw what Loki was doing to Twilight and the others and I knew that things were getting worse than I thought."

"Yeah, it's horrible. Loki somehow corrupted the Elements and tortured Twilight and her friends." Shining Armor nodded. "The Elements of Harmony only work if they are used by their wielders or by soon to be wielders of other Elements, but a more powerful force can use them against their wielders." Zecora explained.

"Then, Twilight and her friends are in major trouble." Spike said. "Things got worse when we went into hiding, Loki was yelling at Twilight that she was a failure." Shining Armor added.

"Ugh, Loki is such a monster…"

"Not to mention they kidnapped the Cutie Mark Crusaders, Button Mash, and Pipsqueak to lure Twilight and her friends to the Princesses' old castle." The Mayor added. "WHAT?! They kidnapped the foals?" Spike gasped.

"Eeyup. It happened while you were gone." Big Macintosh nodded. "I wish I was there to help…" Spike sighed sadly.

"No need to fear, Spike. We'll find a way to get the foals as well as Twilight and her friends free." Zecora reassured the baby dragon. "But how do we get to the Princesses' old castle?" The Mayor asked.

"Interesting…I guess we need to find a way by using the strategy map." Captain Katoptris shrugged. "Once we find the castle, we'll get Twilight and her friends out immediately." Shining Armor sighed.

"But here's the question: how are we going to rescue them? Have any of you heard something from the Princesses yet?" Spike asked. "We've heard nothing from them. All we can do is plan on how we rescue Twilight and her friends." Shining Armor answered.

"Then, you better have me be involved in the plan!" Spike exclaimed in determination. "Me too. I gotta save my sisters!" Big Macintosh nodded.

"Ok, if you two want to jump in, then here's the plan: Loki thinks that he can beat us because he has an army, but that means we can make our own army to turn the tide!" Shining Armor explained before noticing the citizens gathering around the tent outside. "And I think I know who should be in our army. We'll call the group 'The Equestria Rebels'!"