Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro, Thor, Loki, Odin, and Laufey belong to Marvel, and the song Be Prepared belongs to Disney.

Our story begins long ago after the defeat of Nightmare Moon. The kingdom has faced another threat to pony kind…In the realm of Glacies, unicorn guards broke into a temple. An ice pony glared at them in the shadows as they stormed in.

One of the guards snapped, “Laufey? By order of Princess Celestia, you are under arrest for your crimes against Equestria.”

“Fools! You won’t defeat me so easily!” Laufey snarled as he charged to attack the guards.

They dodged his attacks quickly and tied him up with magical ropes, dragging him away to some unknown location. But not any of them noticed the young ice pony colt hidden behind a column.

Princess Celestia sighed as she looked at the remains of what used to be the Ice Pony Temple. Not so long ago, the battle between the ice ponies had ended.

“I should’ve let him escape when I had the chance…” Celestia muttered, flying around the temple. “Nothing remains here, but—“She stopped as she wound up behind a column and saw something: an Ice Pony colt, about the same size as a normal pony foal, was cowering behind it.

Celestia used her magic to lift the scared foal up and examined it. “This must be Laufey’s son…I have to tell the Ponyheim army at once. Odin must know about this foal…he must have a better life and not know about his true parentage.” She muttered. With that, Celestia ran off with the foal in tow. That colt had a future waiting for him…

In the present day…”Run, Twilight, Run!” A voice called out as a young unicorn filly known as Twilight Sparkle ran away. She looked back in terror as the one yelling to her was following closely behind, but was levitated off by a mysterious attacker. “Foolish filly, you cannot hide from me!” An evil voice hissed in a dark British accent. Twilight can only watch in horror as the one talking in the dark voice fired a knife and killed the filly who told her to run. “Dinky, no!” Twilight screamed, seeing blood on the floor. “NOOOOOOOOOOOOOOOOOOOOOOO!”

“NOOOOOOOO!” Twilight screamed as she started sweating a little. “Ugh, not that dream again…”

“Hey, Twilight? What’s wrong? Are you having that nightmare again?” A voice asked.

Twilight turned to see that Spike, her assistant and friend, was standing at her bedside, looking worried. “No, it’s not. It’s…” Twilight sighed. “Just another nightmare…”

“It’s ok, Twilight. I’m here and I’m not going anywhere anytime soon.” Spike reassured as he hugged Twilight.

She sighed. If only that was simple.

In the Canterlot Castle gardens, a unicorn guard was standing in front of the statue of Discord, making sure nopony starts a fight or creates chaos. After the last time, Celestia didn’t want it to happen again. The guard felt a gust of cold air and shivered as he felt a dark presence. He turned and asked, “Who goes there?!” Evil laughter was heard as the guard gasped and saw a dark figure who demanded in a dark British accent, “I need that statue.” That was the last thing the guard saw before darkness cornered the edge of his vision. The guard’s body was levitated to the ground as the shadowy figure turned to Discord and fired a spell at the statue. The statue began to crack and fell apart, freeing the lord of chaos inside. “Ow! What?” Discord asked, looking around in confusion. “Oh, I’m free again. Thank goodness…Who should I thank this time?”

“That would be me, Discord. I have freed you for a chance to get revenge on those ponies who imprisoned you.”

“Really? How should I help you?”

“Let’s say that we have a lot in common than you believe so…” The mysterious figure smirked as he pointed his horn to the evil Draconequus’s throat. “I can destroy those ponies for you even if you say no. Trust me, I am difficult to fight with.”

“Well, you got my attention…” Discord muttered with an amused expression.

Celestia woke up, a noise being heard from her room…and saw a message written in blood that read ‘Guess who’s back?’ much to her horror. “No…” She gasped. Celestia knew this was going to happen. She ran to go warn her sister, the other guards, and Shining Armor.

In the ruins that once held the Elements of Harmony, the mysterious figure glanced as Discord joined the other members who were standing in the shadows. “Welcome to my army. Soon, everything shall be done and…” The mysterious figure said evilly. “Hey, boss!” A familiar voice called out. “Can we come out of the shadows? I’m getting tired of standing here.”

“Alright, I suppose we are done acting like the ‘mysterious ones’.”

The figures stepped out of the shadows, revealing themselves to be Trixie (the unicorn who lied to Ponyville about defeating an Ursa Major), Gilda (Rainbow Dash’s former griffin friend), Flim and Flam (the unicorn brothers who tried to put the Apple Family out of business), and the Diamond Dogs.

“Why, this is an interesting army you’ve put together.” Discord commented.

“Indeed, recruiting them was too easy. I sent Trixie to recruit the Diamond Dogs. For Gilda, I found her while I was in Cloudsdale.” The mysterious figure chuckled evilly. “I recruited Flim and Flam during one of their inventions gone wrong and I found Trixie working at a rock farm.”

“Exactly.” Trixie nodded. “So, how are we going to do this?” Flim asked the mysterious figure. “Simple, I help you get rid of your pains while you help me get rid of my pain.” The mysterious figure answered.

“I still remember when Twilight embarrassed me with that Ursa Minor…” Trixie muttered. “And when everypony hated the cider my brother and I made!” Flam exclaimed angrily. “Well, you cannot let your enemies defeat you like that.” The mysterious figure said. “I would’ve gift wrapped those fools for all of you and you couldn’t even dispose of them.”

“You know, it wasn’t like the ponies were alone, Loki.” Rover stated. “Yeah, what are we supposed to do? Kill the princesses?” Spot asked. However, Loki’s serious expression turned into a sinister smile and he spoke the following words. “Precisely…” He hissed.

Then, without warning, Loki was jumping from column to column and left to right until he landed and the members of his army yelped and scampered out of his way.

Though, as Loki landed with grace, he began calmly walking through a vent of green smoke from the ground; then, on the opposite side of him, a second vent of green smoke shot out, but Loki continued walking in a calm pace. Then, both sides began shooting out green smoke while he walked through them without being affected. Finally, another blast of green smoke blew right in front of Loki, but instead he passed right through it. And what was even more frightening was that he was singing in a dark and sinister voice.

Loki: I know that your powers of retention

He sang while his emerald green eyes scanned one spot to the next.

Are as wet as a Manticore's backside

The scene showed Fido chewing on a bone and not noticing that Loki was circling him around him.

But thick as you are, pay attention!

Loki levitated the bone away and Fido got into a force salute with a determined expression.

My words are a matter of pride

He continued to circle the dog while still singing.

It's clear from your vacant expressions

Loki waved his hoof in front of Fido’s face and left.

The lights are not all on upstairs

When he was done, Fido smiled in a dumb way.

But we're talking kings and successions

Oblivious to Loki, Flim and Flam were behind him while snickering at what he was doing to Fido.

Even you can't be caught unawares!

He leaped at the two brothers, causing them to tumble over and land on two vents of steam. “WHOA!” Flim and Flam shouted as they were launched into the air.

So, prepare for the chance of a lifetime

Then, Loki continued to sing as he leaped from his spot to another ledge while Flim and Flam were screaming in the background during their fall.

Be prepared for sensational news

He snuck behind the ledge and was unseen until he said the ‘sensational’ part and reappeared, smirking at the viewers.

A shining new era is tiptoeing nearer

Loki strutted his way past Discord while Gilda noticed his act.

Gilda: And where do we feature?

She asked, wanting to know what would happen to the other members of the army.

Loki: Just listen to teacher

Then, he came near the griffon, playfully pinching her cheek as she yelped.

I know it sounds sordid

As Loki walked the other way, Gilda stared in confusion at him.

But you'll be rewarded

She then glared in his direction while rubbing her cheek.

When at last, I am given my dues

Then, he jumped off of his current spot and jumped onto another ledge where Spot was chewing on a bone. When he said ‘dues’, he put his hoof on his chest proudly

And injustice deliciously squared

Loki bucked Spot off the platform and into a pile of bones.

Be prepared!

He shouted out before glaring at the army below.

“Yes, be prepared! We’ll be prepared! For what?” Fido asked. “For the death of the princesses!” Loki announced while shouting out his evil plan: to kill Equestria’s rulers, Celestia and Luna. “Why? Are they sick?” Rover questioned. “No, fool, we’re going to kill them. And Twilight Sparkle and her friends and my brother too.” Loki smirked.

“I’m only doing it to pay Twilight back for the Ursa Minor incident.” Trixie shrugged. “I’m gonna tear Rainbow Dash’s wings off and destroy her pink friend!” Gilda declared happily. “A little payment to Applejack and her family will be the sweetest payback, wouldn’t it, brother?” Flim asked. “I agree!” Flam nodded with an excited expression.

“I guess that leaves me with Fluttershy since the Diamond Dogs decide to get their payback on Rarity.” Discord muttered.

“Great idea! Who needs a king?” Spot asked. “No king! No king! La-la-la-la-la-la!” The Diamond Dogs sang. “IDIOTS! THERE WILL BE A KING!” Loki snapped down in a vicious tone. “But you said—“Flam protested, but was cut off by Loki.

“I WILL BE KING!” Loki interrupted. “Stick with me…and you shall rule Equestria for eternity!” A light shone down on the area mysteriously behind him. “Yay! Alright! Long live the king!” The Diamond Dogs cheered as the light shone on some dark areas, revealing Diamond Dog soldiers.

“Long live the king! Long live the king!” The soldiers chanted. Suddenly, yellow flames covered the screen when they started singing.

Diamond Dog Soldiers: King, king, king, king, king, king!

The flames lit up a bit to show the Diamond Dog Soldiers marching like the Third Reich while many turned their heads to pay attention to Loki.

It's great that we'll soon be connected

With a king who'll be all time adored

Loki smirked evilly as he watched the marching from a platform above.

Loki: Of course, quid pro quo, you're expected

He held up one hoof with a sly evil smile on his face.

To take certain duties on board

Loki moved his hoof across his neck slowly, hiding an evil smirk to his army.

The future is littered with prizes

He continued to watch the marching soldiers who stared at him as if he were a dictator.

And though I'm the main addressee

Loki put his hoof on his chest as if he were declaring something important to his army.

The point that I must emphasize is

He jumped off of the platform and approached a Diamond Dog soldier without warning that was freaked out by the villain’s presence. Suddenly, the ground began to crack and emit red smoke under Loki’s pressure.

You won't get a sniff without me!

Loki raised his voice, moving to close to the frightened soldier while still in the shadows until he fell through the crack. “AHHHHH!” The Diamond Dog soldier screamed.

So prepare for the coup of the century

The columns in the fortress were soon rising as he jumped from one spot to another while declaring what they should be prepared for.

Be prepared for the murkiest scam

Loki jumped onto another column while the Diamond Dog soldiers were on their own columns.

Background Chorus: Oooh la, la, la!

A trio of soldiers was moving to the music at the last part while being lifted up by their own columns.

Loki: Meticulous planning

He turned to his right while declaring what they must do under his rule.

Background Chorus: We'll have ruling!

Some Diamond Dog soldiers were dancing while singing the chorus.

Loki: Tenacity spanning

Loki swiped his right hoof in a sly style.

Background Chorus: Lots of ruling!

Behind Loki’s rising column, more soldiers were dancing in their own way.

Loki: Decades of denial

He raised his left hoof while his column rose.

Background Chorus: We repeat!

The Diamond Dog soldiers were unseen as the scene focused on Loki on his column.

Loki: Is simply why I'll

He declared while posing on the top of the column.

Background Chorus: Endless ruling!

The Diamond Dog soldiers were last seen on their columns while they’re singing.

Loki: Be king, undisputed

He lowered his head in declaring his lifelong goal.

Respected, saluted

Loki stared from left to right while stating how he would be treated in a serious tone.

And seen for the wonder I am

He proudly put his hoof on his chest and announced that he was the greatest. As soon as that moment ended, the scene changes to the shadows of two skeletons of ponies.

Yes, my magic and ambitions are bared

The camera moved down to reveal Discord swaying the skeletons around to the music before he smashed them against the wall.

Be prepared!

Loki grinned evilly as he looked down at his army. Now, a lot of the Diamond Dog soldiers were hopping from column to column while dancing to the music. Then, from the smoke of some erupting vents, Trixie, Gilda, Flim, Flam, Discord, and the Diamond Dogs stuck their heads out of the smoke while singing with Loki and the others.

All: Yes, our teeth and ambitions are bared

The members of the army smirked while they expressed their emotions of what they want to do with their enemies.

Be prepared!

The scene then showed Loki, his army, and the Diamond Dog soldiers standing on their columns in front of the moon while the main villain was on his column in the middle.

“BWAHAHAHAHAHAHAHAHAHA!” They cackled as the song ended. This sound would spell trouble if this plot was kept secretly. But afar, watching them, was Princess Luna. She was guarding the night when she overheard the whole commotion and listened from above.

“This must spell trouble…I have to tell my sister right away!” Luna mumbled to herself, flying to Canterlot Castle. Back at the castle, Celestia was looking through her telescope on the balcony, waiting for Luna to come back from her night patrol. All of a sudden, Luna came flying in with a concerned expression on her face.

“What troubles you, sister?” Celestia asked as her sister landed on the balcony. “I’m afraid there is an evil plot brewing.” Luna sighed, staring at the columns rising in the distance. “You mean…the God of Lies and Mischief will attack us?” Celestia gasped.

“Yes, take a look!” Luna shouted as she gazed through the telescope where the columns were. “There were strange sounds from afar…that sounded like distant singing.”

“Gather the guards and inform them of a possible invasion of Equestria! After that, meet me back here and we’ll discuss what to tell the citizens of Ponyville about the invasion and have Shining Armor follow you there!” Celestia commanded to her sister.

“Yes, sister!” Luna nodded before running to tell every guard in the castle. “We’ll need your help fast, Twilight…” Celestia muttered.

Directed by Jayson Thiessen

Developed by Lauren Faust

Starring: Tara Strong, Ashleigh Ball, Andrea Libman, Tabitha St. Germain, Cathy Weseluck, Chris Hemsworth, and Tom Hiddleston

“My Little Pony: Friendship is Magic: Loki’s Wrath”

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro and Thor and Loki belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I don't own the song Riders of Doom as well.

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 playing chess 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 piano 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 Main Six was doing, resting under a tree while having a picnic in one of the parks in Ponyville. Applejack had brought out the apple treats, Pinkie Pie brought out the desserts, Rarity was making sure all things were elegant to feel pleasant during their picnic, Fluttershy was nuzzling a few chipmunks that were checking out what was going on, Rainbow Dash was relaxing up in a tree, and Twilight was catching up on a book while hanging out with her friends. The girls also invited Spike to the picnic which the baby dragon was excited to have a meal with Rarity, the pony he had a crush on.

“Ah, nothing can ruin this day!” Rainbow sighed, glancing at the sky above. “Ain’t it the truth? This was a fine idea, Twilight!” Applejack nodded.

“Thanks, after helping out with the Equestria Games in the Crystal Empire, I think we needed a break.” Twilight agreed. “I mean, it’s been weeks since the Equestria Games was announced to be held at the Crystal Empire!” Pinkie exclaimed, popping in between her friends.

“Indeed, but it’s time we relax now, darling.” Rarity nodded as she used her magic to stir her tea cup before sipping it.

“Oh yeah, the view’s just…perfect.” Spike sighed with a calm expression, watching Rarity nearby. “Oh yes and the animals are so friendly.” Fluttershy nodded happily.

The chipmunks chattered something that only Fluttershy could hear. “The view here is very nice too.” She added. “In the words of Big Mac, ‘Eeyup’ is the right word!” Rainbow smiled.

“I couldn’t agree more on how my brother puts those words right on the spot!” Applejack laughed. “And after we’re done, we’ll play some games!” Pinkie cheered.

“Don’t worry, Pinkie Pie. I’m sure we’ll get to them soon.” Rarity reassured.

As the ponies were settling nicely for their picnic, Spike was collecting some paper plates from the meals the group ate when suddenly…he saw a pony running towards them.

“Uh, Twilight? Did you notice that a pony’s running towards us?” He asked. “Spike, I don’t know what you’re talking about and—“Twilight began until she felt somepony tap her back.

“Excuse me; are you a citizen of Ponyville?” A voice asked in a deep British accent. Twilight looked behind her 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 arm guards on them and staring at her with a confused expression.

“Yes, I am.” She nodded. “I’m Twilight Sparkle and these are my friends: Applejack, Pinkie Pie, Fluttershy, Rainbow Dash, Rarity, and Spike. Are you new here? And what’s your name?”

“Actually, I am not from around here. I come from Ponyheim, the neighboring kingdom of Equestria. My name is Thor.” The alicorn greeted.

“Nice to meet you, Thor! Why don’t you join us?” Rainbow asked from the tree.

“Alright.” Thor nodded. “Also, Twilight, was Princess Celestia invited to our picnic?” Spike questioned, looking up at the sky.

“I don’t think so, Spike. It was just the seven of us until Thor showed up.” Twilight answered. “Wait, you know Princess Celestia?” Thor asked.

“Yeah, she’s my tutor. I’m her student and she’s the ruler of Equestria alongside her sister.” Twilight responded.

“Well, Princess Celestia and her sister were friends with my father, Odin who is the ruler of Ponyheim back when they were foals.” Thor explained. “That’s really interestin’, Thor.” Applejack commented.

“Then, can somepony explain why she’s coming in her chariot pulled by her Pegasus guards?” Spike asked.

True to his words, up in the skies was a chariot pulled by six white Pegasi stallions in royal guard armor and once more, they were pulling something along. It was Celestia and she was approaching Ponyville quickly.

“Princess Celestia!” The Mane Six, Spike, and Thor gasped.

What was Celestia doing in town without announcing her arrival? With nothing else to say, the group ran from their picnic and off to where Celestia might be heading. At this moment, the action of the Princess coming from the sky was not only noticed by the group, but many other ponies dropped their activities to see Celestia coming to their town. Then, it wasn’t long when the chariot landed in front of Town Hall. The princess gracefully stepped out of the chariot as she approached the Mayor of Ponyville who gasped at her arrival.

“P-P-Princess Celestia…” The Mayor stuttered. “T-To what do we honor your…unexpected appearance in Ponyville?” She bowed quickly. “Mayor, I need you to get everypony gathered here for an important announcement I’ll be making.” Celestia commanded.

“I would gladly do so.” The Mayor nodded. “What’s wrong, Mayor?” Celestia asked.

“Um, that task won’t be needed at this time because…” The Mayor began. “Everypony is already here.” True to her words, Celestia turned to see the ponies that had gave up their activities to gather around Town Hall. She nodded and faced the front of the crowd to announce her warning.

“Citizens, please calm down!” The Mayor reassured as she went up to her podium. “I know it’s a surprise that Princess Celestia is here, but she has an important announcement to make.” This caused many ponies in the crowd to start chattering nervously.

“Your highness.” The Mayor said, bowing while Celestia went up to the podium. “Citizens, I come to you unexpectedly for an important announcement. “ Celestia began. There was a surprised reaction in the crowd as they chattered and wondered about what the announcement was about. Those like Big Macintosh and Granny Smith were puzzled, the Cutie Mark Crusaders were just confused about what was happening, Daisy, Lilly, and Rose were gasping in shock, and even Derpy knew that this spelled trouble. Even the Main Six, Thor, and Spike joined the crowd and wondered what was happening.

“I bring news…that soon we have a new enemy upon us.” Celestia continued. “Luna and I are aware of this new enemy and are preparing for the worst if it reaches Ponyville! My captain of the Royal Guards will assist with protecting the town.” A lot of ponies were muttering about this, but turned to see Celestia’s unicorn and Pegasi guards march in with their captain: Shining Armor.

“My brother’s here?!” Twilight gasped. “You have a brother too?” Thor asked. “What’s your brother like, Thor?” Rarity questioned.

“Well, he’s kind of hates me, but I still love him.” Thor sighed sadly. “That’s horrible!” Fluttershy gasped.

“This new enemy may pose a threat from similar events we’ve gone through, but unlike the others…” Celestia explained. “This being is more dangerous than the others. The new enemy possesses powers to rival 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.” Now, this got the ponies really panicked.

“Everypony, please! Calm down!” Celestia yelled.

“WE DEMAND SILENCE!!!” A loud voice screamed. Everypony calmed down to see Luna walk in with her own guards.

“Thank you, Luna.” Celestia nodded before continuing. “The members of the enemy’s army are currently unknown, but I fear they are common beings who caused mischief in the town and have been banished. Shining Armor, please step forward.”

“Yes, Princess Celestia.” Shining Armor nodded, stepping forward. “You were once given the task to set up a magical barrier around Canterlot to prevent the Changelings from attacking. I ask you now to do the same for Ponyville.” Celestia commanded. “Forgive me for asking, but what about Canterlot?” Shining Armor asked. “The new enemy stated that an attack will be in a place I cannot protect. He was possibly referring to Ponyville. While I may be inside Canterlot Castle or at Cloudsdale, the enemy could strike anywhere.” Celestia answered.

“That is why you get to stay here with the guards as my sister and I watch over Canterlot and Cloudsdale.” Luna added.

“If it was one, there would be nothing to worry about, but his forces are getting stronger by the minute.” “Indeed, you know as much as I do about this enemy.” Celestia nodded.

“Yes, your highnesses.” Shining Armor nodded as he bowed his head slightly. The crowd began to chatter about what may happen next.

“Shining Armor, prepare your magic before us. My sister and I will increase our magic to help you.” Luna commanded. “Alright, here goes…” Shining Armor sighed, closing his eyes.

He closed his eyes as his horn glowed and Celestia’s and Luna’s horns began glowing as well before a dark blue beam shot up into the air. The spell then spread out all over Ponyville. Soon, the three casters stopped and noticed their work, knowing that no enemies will get through the barrier.

“The barrier is up. We must leave, sister.” Luna informed Celestia. “We have stationed enough guards here to protect the citizens, the rest are waiting for orders back at the castle.”

“Have faith, my subjects. We will insure that nopony gets harmed. Captain Shining, take care.” Celestia concluded, making way to her chariot.

“Yes, Princess Celestia.” Shining Armor nodded as he gave her a salute. Soon enough, Celestia’s and Luna’s chariots pulled by the Pegasi guards flew through the barrier with no problem. Now, all of Ponyville knew that they had to trust the Princesses that everything was going to be ok.

“Shining Armor!” Twilight called out, running towards her brother. “Twily!” Shining Armor grinned as he hugged his sister and greeted her friends. “And who’s this?”

“This is our new friend, Thor! He’s from Equestria’s neighborhood kingdom, Ponyheim!” Pinkie answered happily. “It is a pleasure to meet you, Captain Shining.” Thor nodded. “Same here, Thor.” Shining Armor grinned.

“So, how’s Cadance been doing?” Rarity asked. “She’s at the Crystal Empire where it’s safe. “ Shining Armor answered with a small smile.

“I can see why after hearing what Princess Celestia said, but still! It isn’t much.” Spike commented. “It’s never much, Spike. This enemy’s very dangerous.” Shining Armor explained. “So, the princesses put you in charge of protecting Ponyville?” Twilight questioned, staring at her BBBFF (Big Brother Best Friend Forever).

“Believe me, Twily, this is only the start.” Shining Armor said. “Princess Celestia is staying in Canterlot while Princess Luna’s going to Cloudsdale to be on the lookout for the enemy.”

“Just between us, but how tough is this varmint?” Applejack asked. “Well, I…” Shining Armor began. “Is he big, creepy, and eats ponies for dinner?! EEEEEEEEEEEEEP!” Fluttershy yelped as she jumped into the bushes. “My apologizes, I accidently bumped this tree and a leaf fell off.” Thor apologized.

“It’s ok, Thor…”

“Well, I’m not exactly sure what it is.” Shining Armor replied.

“Well, have you seen this villain? What does he look like?” Rarity asked.

“Oh, is it a minotaur? No, a Manticore; No, a Hydra; No, a Quarry Eel; 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…I can’t say, but all I know is that the enemy is dangerous.” Shining Armor interrupted while the Cutie Mark Crusaders walked up to him.

“Just how dangerous is this enemy?” Scootaloo questioned.

“What if it’s a girl?” Sweetie Belle asked. “Could ya at least tell us what the enemy is, even if it’s a he or a she?” Apple Bloom questioned. “Fine…it’s a he, that’s all I’ll say.” Shining Armor groaned.

“Please, we’ll have your back on this bad boy, whoever he is.” Rainbow smiled, waving her left hoof. “I’m afraid, I can’t allow that.” Shining Armor sighed.

“Why? We’ve handled situations like this before, Shining Armor.” Twilight asked. “This enemy is not like Queen Chrysalis or King Sombra, not even like that crazy Discord or Nightmare Moon. This one’s different, but he has personalities of all of them combined.” Shining Armor answered.

“Captain Shining, is there something you are not telling us?” Thor questioned. “Because I could help out with defending this kingdom. So, can you tell us about this enemy?”

“Thor, I guess that this enemy is from your home kingdom: Ponyheim.” Shining Armor responded. “You don’t mean it’s…” Thor gasped in shock.

“The thing I’m fearing is that the new enemy we’re about to face with his army might be the same figure who killed Twilight’s foalhood friend, Dinky.” Shining Armor interrupted. This left the group in shock when they heard this, but not as shocked as Twilight. The new enemy that they were preparing to fight had killed her foalhood friend. Pretty much, everypony just tried to brush off the feeling of the barrier over them and it was keeping them safe from danger. Meanwhile, it was reaching noon by the timing of the sun’s position in the skies. But, at this moment, somewhere near the outskirts of Ponyville, in the Everfree Forest, something wicked was brewing. Coming near a shady spot in the forest, there were a number of suspicious figures all lined up. Their appearances were all well-known: Trixie, Flim, Flam, Gilda, and The Diamond Dogs. They were being led by none other than the shadowy figure known as Loki.

“They will never learn…such a pity.” Loki smirked as he watched the citizens struggle to forget him and his army.

“Loki, shouldn’t we wait?” Trixie asked. “No, the time to attack is perfect. You all know your task.” Loki answered. “Yes, sir!” The other members of the army nodded.

“Then, is the cannon complete?” The shadowy figure questioned, gesturing to the object covered with a white sheet. “My brother and I have finished the weapon you requested, sir!” Flim announced happily. “Behold, the latest in barrier destroying technology…” Flam began. “The Ballistic Blasters 7000!” The brothers concluded as they levitated the sheet in order to reveal their latest invention. From under the white sheet came a huge bronze cannon about 20 feet tall with camouflage designs and flaming cannon balls as ammo. Now, the members of the army stared at the machines with odd expressions on their faces, except for Gilda who was not amused while Loki smirked and observed the invention made to attack Ponyville.

“It’s top of the line in taking these flaming cannon balls and launching them at the barrier, causing them to explode.” Flim explained.

“And for our special deal, you get a connector set all stationed around Ponyville without being seen!” Flam added proudly, moving his yellow hoof across his mustache while pointed to a cable that was connected to the machine and traced to other Ballistic Blasters 7000s.

“Ugh, like hanging out with salesponies wasn’t enough…” Gilda groaned as she slapped her forehead with her left claw in annoyance. “Just be thankful they don’t do a song number.” Trixie sighed.

“Well, now let us…begin!” Loki announced, signaling his army to attack. Soon, Flim and Flam began levitating the flaming cannon balls into the opening of the first cannon and began flipping the switches. Then, through the cables went from one machine to the next and the cannons rose up to aim at the barrier. Then, without warning, BANG! BANG! BANG! BANG! The cannons began firing above Ponyville and exploding when the cannon balls hit the barrier. At this time, in Cloudsdale, things seemed to look peaceful and quiet…or until dark clouds drifted in different paths to Cloudsdale. Instead of passing through the place, it collided against the structure of lighter clouds, damaging the home of the Pegasi. Speaking of which, many Pegasi were flying for their lives with terrified expressions while many were taken to safe places by Luna’s guards. Around this time, after the guards had secured the area, Luna descended on the clouds and noticed the damage from the sudden attack.

“EVERYPONY, EVACUATE TO A SAFE SHELTER! HURRY NOW!” Luna commanded in her Royal Canterlot voice. BOOM! BOOM! There was an explosion that shook Cloudsdale firmly. Luna watched as many citizens fly off and follow her guards.

“What’s attacking us?” She asked the nearest guard. “Your highness, it’s the clouds themselves.” The guard answered with a shocked expression.

“What? But this is impossible! Clouds are the softest material known to ponykind!” Luna gasped. “Then, you best tell them that.” The guard said as he pointed in the direction that Luna found something invisible slipping under the barrier.

“I’ll handle what’s happening, protect the civilians!” Luna commanded with a strict expression. “Yes, your highness!” The guard nodded. Soon, Luna was in the air and flew towards the barrier, phasing through it since it was created with her magic. Then, she came face to face with the strangest thing: huge gray clouds were approaching Cloudsdale and Luna had to act fast.

“What is this?” Luna asked, catching a piece of the destroyed cloud she hit. The princess of the Night could see and feel that it isn’t a soft fabric, but hard as a rock. “How can this be? Who could change clouds from their soft nature to hard rock?” She asked herself. Then, Luna realized that it wasn’t making sense and it was almost…discorded.

“BWAHAHAHAHAHAHA! Isn’t it a puzzling question that spells…chaos?” A familiar voice cackled from within the clouds. “Is this even possible? Show yourself!” Luna demanded as she knew this was familiar to her. “Ah, it’s been a long time, Princess Luna…” The voice mused, appearing in front of Luna who recognized the creature from the head and mismatched body parts; it was none other than Discord.

“It has been a thousand years to be precise.” Luna commented. “You are not welcome here, Discord!” “Oh, I’m hurt you feel that way…” Discord said sarcastically as he patted his chest while pretending to be hurt by Luna’s words. “How were you set free?” Luna asked with a puzzled expression.

“Let’s just say I made a new ‘friend’ and I’m having a fun time here!” Discord exclaimed happily while tapping his fingers together. It all became clear to Luna: The dark clouds that were hard as rocks were part of Discord’s doing. “I won’t let you get away with this!” She yelled. “Oh, says the mare that was jealous of her sister, she became a being of darkness…” Discord grumbled. “Tell me something right now, which of you is more Nightmare Moon, the ‘evil’ part of the truth?” “That’s none of your concerns! Those actions were of the Eidolons who possessed me, NOT mine!” Luna snapped.

“Oooooh, looks like I hit a nerve…Hahahahahaha! But seriously…” Discord smirked as he returned to the subject. “What can you do now? When it took you and your stronger and wiser sister to defeat me with the Elements of Harmony?”

“You’ll just need to see how much times have changed.” Luna said with a determined expression. During this moment, in Canterlot, Celestia’s forces were guarding the citizens in their own homes and keeping them off the streets for there were unicorn and Pegasus soldiers in black armor with green designs crashing everything in their path.

“ENOUGH!” A loud voice shouted out before a light gold beam shot from below to blow up a spot the soldiers ran to and knocked them away, causing them to lose their balance and fall over from the impact. “You clumsy oafs! Get up!” An angry voice commanded with a gruff Australian accent from above.

“Who are you?! I demand you to show yourself!” Celestia snarled. “I’m General Shield Strike, commander of the soldiers that are destroying this city also known as the Red Devil 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 griffon’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 a part of this attack on my subjects?!” Celestia demanded. “That is a yes and no and you need to know the basics, Princess Celestia.” General Shield Strike replied in a smug voice as he rubbed his hoof against his armor. “So, you are working with the enemy?” Celestia asked with a stern expression. “Yes, of course.” General Shield Strike answered. “Try to harm my subjects and you will be banished from Equestria with your soldiers FOREVER!!!” Celestia stated in an angry tone.

“Oh, how lovely…” General Shield Strike smirked. “Soldiers, form your ranks!” The soldiers quickly ran over and stood behind their general. “Now prepare, Princess…for you shall face the Red Devil and his soldiers!” General Shield Strike yelled. Soon, Celestia was using her magic to blast some of General Shield Strike’s soldiers or bashed them with her hooves while General Shield Strike yelled at the soldiers who had fallen for being ‘clumsy oafs’ and ordering them to get up and fight. Unknown to the princess, some parts by the guards of Canterlot were disturbed by moving patches of dirt. From under the dirt were none other than some Diamond Dog soldiers digging underground without being spotted or seen. They were being followed by a pony in a purple cape and hat. Back in Ponyville, where things seemed to look peaceful, many took notice something up with the barrier. Suddenly, something hit the barrier which shook the entire village. Many were shocked to see that Celestia’s warning had come true: the new enemy was attacking the barrier with his army. Worst of all was that the citizens were noticing cracks on the barrier’s outer surface.

“EVERYPONY TAKE COVER!!! IT’S THE CIVL PONY WAR AGAIN!!!” Granny Smith yelled while covering herself with pans and pots for some reason. “AHHHHHHHHHHHHHHHHHHH!” Everypony screamed. “Everypony, take cover in your homes!” Shining Armor commanded. BOOM! BOOM! Many ponies looked up and saw the brutal attack on the barrier, seeing that it was about to shatter.

“Oooooh! Look at the display show!” Pinkie pointed out excitedly. “Pinkie Pie, this hardly would be considered a display of showponyship.” Rarity stated with a nervous expression. BAM! Suddenly, without warning, something bashed into the ground from where the Main Six, Spike, and Thor were standing which luckily missed them.

“Eeep! Something got through the barrier!” Fluttershy yelped, backing up from the object. “Wait a second…” Applejack began as she blew out the fire steaming from the object that landed. “I know what this is, it’s a cannonball.”

“They’re bombing us with flaming cannonballs?!” Rainbow demanded. “No, these cannonballs were set on fire by some sort of magic. I can sense it.” Twilight explained as she levitated the cannonball to examine it.

“That is what is destroying the barrier. It is breaking even from your brother’s powerful barrier spell combined with the princesses’ magic!” Thor exclaimed with a shocked expression. “Oh boy, this looks pretty bad…” Spike commented. “Oh, just thinkin’ about those varmints usin’ flamin’ cannonballs for an attack has gone too far!” Applejack growled, not believing that the enemy would attack the town. Back outside of the barrier, Loki was watching the assault go on from the shadows; many of the Flim-Flam Brothers’ flaming cannonballs were damaging the barrier bit by bit.

“Look, we’re hitting them hard!” Spot pointed out. “But it’s still holding!” Fido added. “Then, it is time I speed up the process while Princess Celestia and Princess Luna are kept 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 and noticed the damage that’s hit it. The Main Six, Spike, and Thor look up at it as well. The Royal Guards were in position with their weapons ready and hearing the rumbling quake.

“It’s time we deal with these enemies.” Spike muttered as the others nodded in agreement. “RARGH!” Loki growled, finishing his work. From the barrier, it was cracking and shattering apart.

“Yes…it is fading…” He smirked evilly. Twilight was noticing that things weren’t looking so well, so she led her friends from where they were observing the chaos. “Twilight, where are you going?” Rarity asked. “We have to get to the front lines! My brother’s forces can’t hold this alone!” Twilight answered as she ran towards the front.

“Alright, there’s no arguing with her! We need to help out!” Spike told the others. Soon, the group ran past several frightened civilians that were running from the danger. The barrier was fading a bright orange color as it’s shattered remains vanished into the air. Even Trixie lifted her hoof to pick up a tiny remain of the barrier and it vanished completely; the spell was broken.

“It’s down.” She informed the army. “Then, march off and let them know of our arrival!” Loki commanded, waving his right hoof out. Suddenly, Riders of Doom from the Legend of Zelda: Ocarina of Time trailer began playing as Loki and his remaining forces prepare to march into Ponyville. The barrier was down, so they can go in and ‘introduce’ themselves to the citizens; only Loki chose to stay behind.

“Aren’t you coming?” Rover asked. “I shall catch up…when the moment is right.” Loki answered from the shadows. The other members were unsure about this, but decided that Loki would joined them later. Trixie charged into the town, Gilda flew through the air, Flim and Flam got onto one of their Ballistic Blasters 7000s and rode off, and the Diamond Dogs got out their spears. Loki smiled evilly while watching his army march into Ponyville, knowing that he’ll make his grand entrance soon and make all ponies fear him. At the moment the barrier fell, outside of Ponyville, came a large crowd of figures appearing out of the dust and smoke from the attacks. Many ponies began running away from who was probably coming out to attack them. Slowly, each hidden figure was slowly coming out of the clouds of smoke to which each one made a different reaction to many ponies who recognized the many members of the army. The first figure was a creature that had a lion’s body with wings and an eagle’s head which turned out to be…Gilda.

“No way, GILDA?!” Rainbow gasped with a shocked expression. “Hey, Dash. Still hanging out with your lame friends?” Gilda remarked.

“Hold it! Gilda, the meanie who played awful tricks on us and made Fluttershy cry, is on the enemy’s side?” Pinkie asked in shock. “Ugh, surprise to see that the pink pony is smart enough to figure out I’m on the enemy’s cool club…” Gilda sighed, annoyed that Pinkie knew. “And she doesn’t appear to be the only one whose part of the enemy’s army!” Rarity groaned as she saw the three dogs she and Spike had encountered a long time ago: The Diamond Dogs.

“Well, if it isn’t the whiny pony who forced us into giving up our gems!” Rover remarked with an annoyed snarl. “She is hard to handle with!” Spot commented, remembering the bad memories of Rarity’s behavior and personality. “And hard to deal with!” Fido added.

“Oh brother…this new enemy got THEM for his army.” Spike growled. “Well, well, well, if it isn’t Twilight Sparkle.” A familiar female voice commented. “Wait, I know that voice…” Twilight commented as she looked around for where it was coming from. 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 as she walked towards the others. “Oh boy, out of all the members of the enemy’s army, he added the show off…” Rainbow grumbled, facehoofing herself.

“Now, I wanna know which one of ya’ll were harmin’ this town!” Applejack snapped. “Well, look who it is, dear brother, it’s Applejack.” Flim’s voice was heard saying from a cloud of smoke. “ I remember her, where’s the rest of her family?” Flam’s voice asked. Then, coming out of the smoke, was a large cannon that Flim and Flam were riding on which was shocking to the ponies.

“Eeek! W-What is that?!” Fluttershy squeaked in fear. “Our latest invention, The Ballistic Blasters 7000, it has flaming cannon balls as ammo and we load them in and aim it…” Flim began. “Then, we fire it at the barrier until it’s down.” Flam finished proudly.

“Oh, it wasn’t enough of you fellas wanted to take our farm and Apple business! But now you’ve been firin’ flamin’ cannonballs at ponies?! That’s crossin’ the line!” Applejack shouted. “So? This is just business!” Flim and Flam retorted.

“Is there anypony else in this army? They must show themselves!” Thor declared angrily, levitating his hammer while looking around for anypony else to appear. “Let’s just say, there’s more of us than you’re figuring out.” Gilda said to him. “Yes, this is not all of us.” Spot agreed. “Right, there’s two more of us!” Fido nodded. “And one of them is our new leader that we Diamond Dogs are following for an award.” Rover smirked as he rubbed his paws together.

“Two more enemies?” Sweetie Belle repeated. “Who are they?” Apple Bloom and Scootaloo asked at the same time.

“They are currently dealing with your princesses right now.” Trixie smirked. This made some of the ponies gasp in shock. “You WILL tell us who you all are working for and you will surrender to Princess Celestia’s Royal Guards! As captain, I will not let you harm this town!” Shining Armor commanded.

“Ah, Captain Shining…as protective of your kingdom as ever, I see.” An evil voice hissed. Then, as if things couldn’t get any worse, they just did. Soon, a dark green flash of light appeared in front of the army and the citizens of Ponyville. The ponies flinched when a shadowy figure appeared from the flash of dark green light which vanished which freaked out the citizens. Judging from this character that stood in front of the army, it was clearly the leader of the army; the new enemy. It was Loki and it seemed that Shining Armor was gritting his teeth angrily while Thor’s eyes widened in shock since he heard the evil voice anywhere. Even the background music stopped. But what was almost scary, was that even with his face and body hidden, his voice delivered a painful memory to one certain unicorn. “AHHHH!” Twilight screamed. Thor stared in horror while he still levitated the hammer, unable to speak to the figure since he knew the figure’s voice anywhere.

“Spike, go take the girls and hide!” Twilight commanded to Spike. “Why?” The Cutie Mark Crusaders asked. “But, Twilight! I wanna help!” Spike whined. “NOW!” Twilight growled angrily. “Um…ok! Come on, girls!” Spike yelped, dragging the Cutie Mark Crusaders into a nearby bush. Everypony stared at Spike who was soon in the bush with Apple Bloom, Scootaloo, and Sweetie Belle, then turned to their attention to Loki with fearful expressions.

“Citizens of Ponyville!” Loki announced. “I give you my greetings as you have no doubt met my army.” The army gave the ponies evil smirks. This caused all of the ponies to gulp and move back nervously. “I am Loki of Ponyheim and I am burdened with glorious purpose. As you can see, I am also the leader of this army behind me. My reason for behind here is clear and simple. I want the Elements of Harmony! And also, to kill a group of certain heroes…they are none other than Twilight Sparkle, Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Spike. Even my brother, if he is here.” Loki continued as he scanned the area for his brother. This caused even more ponies to gasp in hearing this demanding threat. The one who seemed pretty ticked off about this was Shining Armor who wanted to attack the villain so badly if he harmed his sister and her friends.

“Give into these demands and your lives shall be spared. If you resist…” Loki continued. “You shall be CRUSHED!” He pounded his hoof on a twig on the ground, causing it to snap in half. This caused the crowd to scream in horror at the thought of Loki crushing them like what he did to the twig.

“Now see here, Mr. ‘High and Mighty’, ya can’t just go on threatenin’ everypony!” Applejack yelled, shoving through the crowd. “Oh my, she sure is brave to stand up to Loki like that, right, brother?” Flim asked. “More like a foolish decision.” Flam answered.

“I assume you are Applejack, one of Twilight Sparkle’s friends?” Loki asked with a smirk. “I am and it’s the honest truth!” Applejack answered proudly.

“Hmm, you are truly honest…I can see why the Elements picked you.” Loki mused. Suddenly, without warning, he fired a spell from his horn which sent Applejack flying. “GAH!” Applejack screamed until she smacked into a tree.

“Applejack!” Apple Bloom cried out as she ran out of the bush and ran were Granny Smith and Big Macintosh were. “NO!” Spike shouted. “Now, don’t do nothin’ foolish here, younglin’! “ Granny Smith scolded.

“Big Mac, help me settle ‘er down before she goes hoofin’ off like a crazy pony hero…um, Big Mac?” “Eenope!” Big Macintosh declared, charging through the crowd with the expression of an angry bull. “Oh boy…” Granny Smith groaned as she facehoofed herself and tried to keep Apple Bloom under control. “Ugh…” Applejack yelped.

“Applejack!” Rarity exclaimed, running to her with Rainbow, Fluttershy, and Pinkie while Twilight glared at Loki and Thor remained in shock. “Are you alright?” Fluttershy asked Applejack nervously. “Speak to us! Say something! ANYTHING!!!” Pinkie shouted as she shook the cow pony. “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? Then, we’ll fight!” Rainbow yelled, holding her front hoofs out. “Rainbow, don’t be a hothead to go out there without thinkin’ first.” Applejack warned.

“If nopony shall move…” Loki began, but then he noticed Big Macintosh charging towards him. He shrugged and pointed his horn towards the angry stallion. “Oh no ya don’t!” Big Macintosh exclaimed. Loki then moved out of the way the Earth Pony was charging at him.

“All guards, aim your horns and spears and fire at will!” Shining Armor commanded. “Isn’t his name Loki and not Will?” Pinkie asked. “It’s a figure of speech, Pinkie Pie.” Rarity explained. “FIRE!!!” Shining Armor screamed. The guards pointed their horns and spears at the target before…POW! POW! WHOOSH! POW! POW! POW! WHOOSH! WHOOSH!

“Hahahahahaha, foal’s play…” Loki smirked as the spells bounced off of him harmlessly and flipped over the spears while landing on all fours. “Well, that’s something don’t see every day…” Spike commented. The attacks were still going on, but neither of the spells or spears seemed to 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 answered with a sigh.

“Um, I hate to ruin the moment, but why aren’t they upset?” Fluttershy asked nervously, having everypony’s focus turned to the army. They showed no emotion after Loki had defeated Applejack, but as of now, they were…smiling evilly. “Fluttershy’s right. Normally, I would be pretty upset in having a friend vanish, but they seem fine with it.” Pinkie agreed. “I don’t know, but somethin’ ain’t right. It’s like they see their leader gettin’ hit with spells and spears seemed like nothin’ to ‘em.” Applejack nodded as she got up and noticed the army’s expressions. Suddenly, as Twilight watched from her spot in the crowd, she didn’t notice that a dark green magic aura that appeared out of nowhere began dragging her up.

“AHHHHHHHHHHHHHHHHH!” Twilight screamed, being dragged through the air at a fast rate. “TWILIGHT!” The other members of the Main Six, Spike, the Cutie Mark Crusaders, Shining Armor, and even Thor who had broken out of his shock shouted as they ran after their friend. “AHHHHHHHHHHHHHHHHHHHH! AHHHHHHHHHHH! GAH!” Twilight yelped before the invisible force tossed her into the middle of Town Square. Then, without warning, the flash of dark green light appeared again and the shadow figure being Loki stood behind the podium.

“What now, Captain?” A random Royal Guard asked. “Lock onto Loki, but don’t fire until I say so! We might hit my sister in the crossfire!” Shining Armor answered. “That was most surprising, citizens…” Loki chuckled evilly, turning to Big Macintosh. “I see that you have a very strong fighter in your village. You’ve earned my attention, what is his name?”

“His name’s Big Macintosh, ya bad villain!” Apple Bloom snapped. “Yeah! And he’ll beat you up if you harm Applejack!” Scootaloo yelled. “And throw you around like a rag doll!” Sweetie Belle added. “Now, girls, please stop before ya’ll make things worse.” Granny Smith said.

“I shall remember that name…Big Macintosh, what a perfect name for a strong simple minded stallion who works on a farm.” Loki smirked, rubbing his hoof across his chest. “Hey, don’t say that about Big Macintosh!” Derpy shouted from the crowd.

“Interesting, you also have a cross eyed Pegasus as well. I must say…this town has a marvelous population of ponies.” Loki taunted. “You are all showing resistance and we cannot have that now, can we? Let me choose an example.” Loki’s eyes motioned to the center of the square where Twilight was standing. With a wicked expression, he pointed his horn in Twilight’s direction.

“AHHH!” Twilight gasped as she saw Loki’s horn pointed at her. “Loki, if you even DARE try to hurt my sister, I swear I’m gonna…” Shining Armor growled. “Fascinating, the captain of the Royal Guards stands up for his sister, the Princess’s student.” Loki remarked.

“HAHAHAHAHAHAHAHAHAHAHA!” The army laughed behind him. “If you kill Twilight, then you’ll have to get through me!” Shining Armor threatened. “And you better include me!” Rainbow declared. “And me.” Applejack nodded. “Me too!” Pinkie added. “And me.” Rarity said. “And me!” Fluttershy exclaimed. “And me.” Spike added. “Eeyup!” Big Macintosh agreed. “And me too!” Derpy added. “AND US!” The crowd yelled. “You ponies get overly protective when a friend is in danger, but that only shows that you are fools!” Loki snarled angrily. “Oh, shut up!” Spike yelled.

“Well, well, a dragon. I have never seen one before…You must be Spike, yes?”

“Yeah, you better think twice when you mess with me!” Spike growled as he balled his claws up into fists.

“Hmm, it seems that you all are big on muscles, but short on brains.” Loki commented darkly. Big Macintosh grunted and charged to save Twilight, but Loki fired a spell from his horn, sending Big Macintosh flying. The villain smirked and stated, “That may have worked before, but it no longer does. But perhaps, with the demand of the Elements is still needed of time, I may rethink killing you, Twilight Sparkle, for something else!”

“Ugh…and what would that be?” Twilight asked, standing up and glaring at him. “Tell me the whereabouts of the God of Thunder in this village!” Loki demanded angrily. That demand made Twilight freeze in fear.

“I-I don’t know what you’re talking about.” She stammered. “What God of Thunder?” Pinkie asked Loki as if she was playing dumb. “Do not toy with me, you two! I know all about the peach colored alicorn stallion with blue eyes and a blonde mane levitating a hammer right now is standing among you ponies!” Loki snapped.

“I recently came across a green dragon who told me he had seen this alicorn!” The mention of the green dragon flashed in Twilight’s memory. Loki must’ve met the dragon after Spike ran away when he thought he was being replaced by Twilight’s pet owl.

“Why the hay would that dragon creep tell him that? I thought that after the Ice Pony War, Odin and Princess Celestia cut off all connections with dragons, even though Princess Celestia found Spike’s egg?” Rainbow asked in shock. “Apparently, this brute has kept that grudge of his.” Rarity answered with a groan. “Believe me, I have my ways. NOW TALK!” He growled, turning 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 and painful demise…” Loki snarled in a slow hissing voice as if he were the Grim Reaper, coming to end a life. Just as time seemed to slow down with Loki aiming his horn right at Twilight, many of Twilight’s friends were trying not to move, but it might not make it until…”NOOOOOOOOOOOO!” An angry voice shouted that broke the silence. BAM! Then, in an instant, a silver hammer with a dark brown handle came out so fast that Loki didn’t even notice it.

“GRAHH!” Loki shouted, ducking the hammer. Many of the ponies gasped in shock while seeing what happened, but not as much as who entered the scene. While Twilight got helped up by her friends, Spike, Derpy, and Big Macintosh, Shining Armor had his troops block off the army to prevent them to try to help their leader. As Loki recovered from the surprise attack, the smoke cleared to show that in between him and Twilight was the pony he was looking for…Thor. And boy did the alicorn look angry at Loki for what he was trying to do with his new friend.

“Listen, you villain, I do not know what you are planning to do despite that you sound familiar, but I demand for you to leave my new friends ALONE!” Thor pointed out. “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?!” Pinkie exclaimed with a smile.

“He saved Twilight. He’s very brave!” Fluttershy smiled. “Eh, I could’ve done better, but I’ll give him some credit.” Rainbow shrugged. “Thor…” Twilight muttered in surprise. Soon, time seemed to have frozen again when Loki growled in annoyance at seeing his appearance.

“Looks like Loki’s getting annoyed. That doesn’t really surprise me. It’s like they know each other and have been enemies for life.” Spike commented. Thor levitated his hammer up and demanded angrily, “I know that you are an evil villain trying to harm my new friends, but don’t 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. “AHHHHHHHHHHHH!” Everypony screamed.

“Whoa, I don’t know whether to be scared or shocked!” Spike gasped. The camera showed the villain who had the features of a pony. He was an alicorn stallion standing a bit above Thor’s height with emerald green eyes, a neck length and slightly choppy jet black mane, and a light gray coat with a gold scepter with silver blades as a cutie mark wearing a black and gold collar with a green cape attached with a gold shoulder pad on one side and black and gold sleeves with gold arm guards on them. This pony, this was Loki, the God of Lies and Mischief. Thor gasped and levitated his hammer onto the ground while approaching the vile enemy. He slowly then grasped Loki’s entire body into…a hug.

“Ugh! Make it stop!” Spike shouted. “Um, is it just my imagination, or is Thor hugging Loki?” Derpy asked. “Eeyup, he is!” Big Macintosh answered. As you can imagine, this scene was pretty awkward to all of the ponies.

“Brother!” Thor yelled happily. “Get off of me!” Loki retorted angrily. He angrily pushed Thor away and looked in the opposite direction. “Brother?!” The crowd repeated in shock. “THIS IS YOUR BROTHER?! FOR REAL?!” Twilight and her friends demanded.

“Awkward…” Spike mused. Many ponies and even the villains were chatting up a storm while some chose not to make remarks about this, one to two certain fillies who were not like the others.

“Ugh, like, I can’t believe this!” Diamond Tiara scoffed with an annoyed expression. “What is it, Diamond Tiara?” Silver Spoon asked. “That everypony was scared of an alicorn who is Thor’s brother!” Diamond Tiara groaned. “Well, the only thing I can tell that they’re related is that they’re both Alicorns.” Silver Spoon pointed out. BOOM! Then again, that could be wrong, especially when a spell was fired and blew up a portion of the place the fillies were standing.

“AHHHHHHHHHH!” The two snotty fillies screamed while hugging each other in fright, seeing that Loki was pointing his horn in their direction. “A lesson for you two to learn: Looks are deceiving. And lastly, never backtalk to 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 with frightened expressions.

“Whoa, for Thor’s brother, he’s pretty creepy!” Scootaloo responded. “Well, they did make him angry.” Sweetie Belle pointed out. “But why’s Thor’s brother doin’ this?” Apple Bloom asked. “Well, young ones, we don’t know.” Granny Smith answered. Soon, Loki turned his attention back to the crowd and yelled, “To all you ponies, listen hear and now! Your deaths shall be a slow and painful process!”

“AHHHHHHHHHHHHHH!” The ponies screamed in horror. Loki yelped as he dodged a green fireball that went over him. He glared at Spike who remarked, “Where did you get that quote; ‘Villains for Jerks’?” “I shall deal with you all another time. My army, we will fall back!” Loki commanded.

“Wait, as in retreating?” Gilda asked. “Why leave when winning?” Fido questioned as he rubbed his head in confusion. “Yes, why leave now?” Spot added. “Diamond Dogs want answers!” Rover snarled. “Because we have made our terms clear in whom we are and that there is nothing that can stand in our way…” Loki replied with an evil smile.

“We are announcing their doom, so that they can have a moment to live out their lives before…the end comes!” “Well, it seems that our situation of business is over.” Flim shrugged. “It seems there’s no reason to stay at all.” Flam added. “Yes, we have a few things prepared, right, Trixie?” Loki asked the blue unicorn. “Of course, Loki.” Trixie nodded. “You’re not going anywhere! I have the place completely sealed off!” Shining Armor shouted, gesturing to the Royal Guards blocking every entrance.

“Then, we shall use the interesting way…magic.” Loki smirked with a sly expression as his horn glowed and made something happen. Suddenly, the army began vanishing in different portals. Flim and Flam vanished with their machine in a yellow portal, Gilda flew through a brown portal, the Diamond Dogs went through a grey portal, and Trixie vanished by using a smoke screen and not a portal.

“Captain, they’ve vanished!” A guard yelled in shock. “Grr…” Shining Armor growled in annoyance. “Hahahahahaha!” Loki laughed evilly.

“Loki!” A voice shouted in which Loki turned to see…Thor in shock and anger by his actions. “Thor, wait! Don’t go near him!” Twilight protested.

“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 that is not your own.” Loki commented.

“Our father would have thanked us, if you were not evil.” Thor sighed. “YOUR father.” Loki corrected with an irritated expression. “Thor, tell us the truth. Are you and Loki really brothers?” Rainbow demanded. “He’s adopted.” Thor answered honestly.

“Loki!” Shining Armor yelled to the villain. “Ah, Captain Shining…” Loki smirked. “We shall meet again…in time.” Soon afterward, Loki vanished in a flash of dark green light, leaving a trace of nothing behind. Many citizens were afraid of Loki returning to kill them all. Shining Armor saw this and sighed, knowing that he’ll have to keep the ponies under control.

“So, what are we gonna do about that army and their boss?” Spike asked. At this time, things were happening during the Luna vs. Discord battle: there were oddly shaped objects colliding with the clouds. Right now, Luna was on a single cloud while glaring at Discord who was too busy creating chaos.

“Well, Princess Luna, I’m impressed and I’m hardly ever impressed.” Discord commented. “You dodged my blue flying Barracudas, my feathered Serpents, and my flying Cats that sound like screeching chalkboards. BWAHAHAHAHAHAHA!” “I’m not through yet, Discord.” Luna snapped.

“Well, if that’s the full extension of your power, wonder how much chaotic it would be if you became Nightmare Moon again.” Discord smirked. “I’d rather die than become that horrible being of darkness again!” Luna yelled. “Very well, have it your way.” Discord shrugged as he snapped his talons and summoned a large magical sphere that could destroy Luna and all of Cloudsdale.

“PREPARE TO MEET YOUR—“BEEP! BEEP! BEEP! “Oh, hold on a sec, I got a call!” He said, summoning a telephone and talking to the muffled voices on the other end. “Uh-huh, uh-huh, yeah, oh really? I see…very well then!”

Discord made the phone vanish and turned to Luna as he replied, “Well, it looks like our playtime has expired.” The Draconequus pulled out a pocket watch out of nowhere and dropped it, not caring where it was going to land. “What game are you playing?!” Luna demanded.

“No game, I just have to be going, that’s all.” Discord answered. “Until we meet again, Princess Luna! HAHAHAHAHAHAHAHA!” He waved goodbye as he flew off through a red portal that had appeared in one of the clouds and vanished, leaving the skies in peace.

“There’s something different about Discord ever since Twilight and her friends had managed to defeat him. He seems stronger than before. Could it be that the God of Lies and Mischief had something to do with it?” Luna asked herself. Now, the scene showed destruction in Canterlot’s streets as the battle between Celestia and General Shield Strike continued. A lot of General Shield Strike’s soldiers were attempting to get up on their commander’s orders after being called clumsy oafs multiple times. Right now, both competitors were staring down, not making a move until the other did first.

“ARGGGGGGGGGGGGGGGGH!” General Shield Strike bellowed, making the first move and charging to attack the Princess. “RAAAAAAAAAAGGGGGGH!” Celestia snarled as she charged for General Shield Strike with her front hooves out. CLASH! Both ponies clashed their hooves out which caused a shockwave that pushed them back.

“My, my, that was some shockwave I caused …” General Shield Strike smirked with a smug yet sarcastic expression. “Save your flattery for later, Red Devil. I’ve already knocked out half of your soldiers that you call ‘clumsy oafs’, you’re alone.” Celestia growled in annoyance.

“You think this was just an extension of my power, please!” General Shield Strike scoffed. “True, my soldiers tend to be clumsy when defeated by their enemies, but HE had made us his all-powerful army!” “Explain yourself, was the being that made you and your soldiers his all-powerful army called…” Celestia began, but was cut off. Suddenly, the soldiers were lined up behind General Shield Strike in their ranks which caught Celestia off guard.

“Seems that we’ll have to finish this battle another time.” General Shield Strike shrugged with a sly smile. “Oh, do you think it’s polite to leave your opponent after a battle?” Celestia asked angrily. “No, but you’re the only exception, princess. My leader needs me.” General Shield Strike answered with a wicked expression. “And besides, you might want to check on your sister and subjects.”

“What?! Red Devil, stop! What do you—“Celestia began to demand. “Soldiers, move out!” General Shield Strike commanded to his soldiers as a dark blue portal appeared in front of him. “Yes, sir!” The soldiers responded. They marched through the portal, leaving Celestia alone and standing in the carnage of the streets.

“That was a Portal Spell, the most powerful form of teleporting magic.” She muttered to herself. “I must find Luna and see if she and my subjects are alright!” Celestia flew off and left Canterlot, not knowing the destruction that was happening underground. Back in Ponyville, after Loki had vanished, things were still a little crazy after he had left. The Main Six, except for Twilight, were helping out in settling the citizens of Ponyville down. Pinkie was trying to cheer up the ponies and bring their smiles back. Fluttershy was trying to help out any wounded ponies that were injured during the invasion. Rarity was selling some clothes she made to cheer up the civilians with something stylish that matched their personalities. Applejack and Rainbow were using their strength put together to carry medical supplies to Ponyville’s hospital. Apple Bloom, Scootaloo, and Sweetie Belle were helping Granny Smith and the Cakes pass some treats to cheer up the ponies. Shining Armor and his guards were patrolling the area in case another attack happened. At this time, near Twilight were Spike, Derpy, Big Macintosh, and Thor.

“Twilight, are you going to be alright?” Thor asked, worried about his new friend. “Right, you were a bit freaked out.” Spike said in agreement. “I’ll be fine, really.” Twilight reassured her new friend and assistant.

“But you don’t look so good, Twilight.” Derpy commented. “Eeyup.” Big Macintosh agreed. “Thor, what was that all about earlier? And how does he know our names and all about us?” Twilight asked the alicorn who was staring at the sky with a puzzled yet angered expression. Thor sighed, not wanting to tell Twilight about his past with Loki.

“Gods can read minds of anypony they meet. I just realized that when I came to Ponyville, Loki’s rage followed me there. It’s not only power he desires, it’s vengeance upon me.” He answered sternly. “Awkward?” Spike commented with a concerned expression. However, unannounced to everypony, something was happening at a secret chamber in Canterlot Castle where the Elements of Harmony were being held. The mysterious purple caped pony walked in from a secret tunnel made by some Diamond Dog soldiers who were on the lookout for trouble, but the caped pony came to a room, the same one that had a secret door that only a unicorn could unlock, but it could only be done by Celestia or Luna. However, the mysterious pony pressed her horn into the keyhole and made the secret door open. The flash of light happened to reveal the pony that opened the door…Trixie.

“At last…they’re just as Loki said they would be!” Trixie declared, seeing a dark blue box with important gems around it. “My clone did marvelous to make everypony think that I, The Great and Powerful Trixie, was in Ponyville and not here in Canterlot!” She levitated the box and opened it to reveal the six Elements of Harmony that Twilight and her friends used when all hope was lost.

“They say Princess Celestia could break the powerful spell to protect the chamber, but that doesn’t matter now when you have something just as strong.” Trixie cackled to herself. She levitated a light blue gem the size of a pistachio out from under her hat and muttered, “With this Hologram Gem, I shall tell Loki that my mission is complete! Should I steal it, Loki?” A hologram of the villain appeared out of the surface of the gem and grinned evilly.

“Yes.” He hissed eagerly. “You let me control them!” Trixie nodded and levitated the box and open while the hologram fired a spell at them, causing them to be surrounded by a dark green mist briefly before it vanished.

“You have done well, Trixie. Phase Two of my plan is complete!” Loki’s hologram smirked. “Then that means that Phase One of distracting our enemies went off without a problem to complete this next step.” Trixie mused.

“Now, return to me and seal up the tunnel, so the princesses do not see about what happened. I want it all to be a surprise.” The hologram commanded. “At once, Loki!” Trixie nodded before using her magic to reseal the tunnel to make it look like nothing happened.

“Soon, the time will be near.” Loki’s hologram began with an evil smile. “The day when ponies shall meet their end by our army! BWAHAHAHAHAHA!” Then, the hologram vanished back into the gem and Trixie levitated it back under her hat as she covered the trail and followed the Diamond Dog soldiers out of the castle.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro and Thor, Loki, Laufey, and Odin belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart.

Celestia flew to Ponyville as fast as she could. The alicorn had just been reminded by her sister whom informed her that Discord had returned and is most likely working for the enemy’s army. The two sisters landed in Ponyville, seeing the wreckage and the ponies recovering.

“It’s just as I feared, Loki had attacked the town.” Celestia sighed grimly. “He must’ve distracted us with those attacks in Cloudsdale and Canterlot! Where are Twilight and her friends?” Luna exclaimed. “We’re right here.” Twilight called out as she and her friends, along with Thor, the Cutie Mark Crusaders, and Spike rush up to her. “It was horrible…”

“We were attacked by Thor’s adoptive brother!” Pinkie shouted, making the princesses’ eyes widen in shock. “Calm down and tell me what happened.” Celestia commanded. The Main Six, Spike, and Thor began explaining what happened from the barrier collapsing to Loki vanishing.

“Apparently, some of our old enemies have sided with this…Loki creep. Gilda, Flim, Flam, the Diamond Dogs, even that showoff Trixie!” Rainbow explained. “I’m glad that fiend didn’t destroy the entire town if it wasn’t for Thor and Spikey-Wikey.” Rarity sighed as she nodded in the alicorn and dragon’s direction. “Thor, is it true? Is Loki your adoptive brother?” Fluttershy asked Thor nervously.

“Sister, what’s going on?” Luna questioned. Celestia saw the ponies gather around her like before, but only grimly and hopeless. The princess looked down in sadness, knowing what she had to tell them. “I think it’s best that we do this in a big setting.” Celestia said grimly.

“Anypony who wants to stay in Ponyville is welcome to recover or rebuild, we don’t mind if you do. For those who want to come to Canterlot…” Some ponies decided to stay behind, but those decided to come were the Main Six, Spike, Thor, and some other ponies gathered around the princesses and Shining Armor.

“Keep an eye out for trouble.” Shining Armor told the guards, using his magic with the Princesses to vanish to Canterlot Castle.

At the ruins of the Elements of Harmony, Gilda was a bit annoyed as she came into the middle of the room, snapping, “What gives here?! We were so close to destroying them! At least we could’ve captured Rainbow Dash!”

“Yes, we still owe her and her friends for their pain.” Trixie nodded to Loki in agreement. “Everypony, you will have your chance. Remember, the plan was to distract them with the invasions of Phase two come into play.” Loki said calmly. “Granted, I wished I could’ve finished off Twilight Sparkle or my brother.” He growled angrily and paced around, grumbling on how easy it would’ve been if he finished off Twilight or Thor. “Wow, you seem upset, but then again, that’s good.” Discord smirked.

“You would too if your adoptive brother was working with Princess Celestia’s student and her friends!” Loki snapped. “Still, Loki, you never told us you were adopted.” Trixie explained nervously. “I am the son of an Ice Pony. That is all I shall say for now.” Loki spoke in a dry tone.

“Still, a powerful alicorn like you seems impossible to be adopted by Ponyheim’s ruler and be his son’s brother.” Trixie shrugged. “Trust me, Thor and I are not brothers by blood.” Loki snarled.

“Too bad that dragon wasn’t able to cooperate.” Gilda muttered with an irritated expression. “He is a fool or calling me a jerk…” Loki grumbled. “My, my, aren’t we in a tempered mood?” Discord asked with an amused expression.

“Enough of this boring discussion, it is time we get into more important matters.” Loki said. “General Shield Strike!”

“Yes, sir?” General Shield Strike responded to hearing his name being called. “How is our army going?” Loki asked in a dark tone.

“The Diamond Dogs and their soldiers are helping Flim and Flam with building one of their inventions and my soldiers are planning our next strategy as we speak.” General Shield Strike answered.

“Excellent, then it will not be long before you all have your chance at revenge.” Loki smirked. “But remember, stick to the plan I commanded. Once the moment is right, Phase Three of our conquest will be at our grasp.” “Yes, Loki!” The other members of the army nodded. The Princesses of Equestria and those with them appeared in the throne room inside Canterlot Castle.

Some of the ponies there were mumbling while Luna yelled, “Everypony, calm down! The incident has gone to Code Red!”

“Since when the hay did we adopt Trottingham’s terrorist system?” Dr. Hooves asked in concern and alarm. Celestia waited until the ponies calmed down before she spoke of the next big problem.

“This kingdom has faced greater threats in the past. All night, chaos, greed, and darkness…and they’ve been defeated. But this time…” Celestia began, her face sad and regretful. “We are doomed because Loki will attack us.” The ponies looked worried or confused. “Who’s Loki?” Derpy asked.

“The God of Lies and Mischief and a monster from Ponyheim as you probably know by now. He’s planning to conquer Equestria with his army. You saw most of them, but not the last two. One of them is…the commander of the soldiers who were trashing Canterlot’s streets, General Shield Strike AKA the Red Devil who is said to be the strongest warrior in all of Equestria and killed a griffon with his bare hooves until he was put in prison for a crime he committed.”

“And the other one is—“Luna began, but was interrupted when the doors to the throne room opened.

“Princess!” An urgent voice exclaimed. Everypony turned to see a familiar guard (it was a unicorn stallion with blue eyes, a light blue mane, and a white coat wearing gold armor) running to the front of the room. It was the same guard who was guarding Discord’s statue when he was freed. “Private Katoptris! You’re alive! When we found your body, it was…oh sweet Celestia, I can’t even say it.” Shining Armor yelled with a surprised expression.

“I apologize, captain. I used a spell to put a double in my place. It wore off to the point that I managed to escape by a thread, but it was so close, I was completely exhausted.”

“What happened? Ya looked like ya been through Tartarus!” Apple Bloom asked.

“Some shadowy figure has released Discord from his stone prison.” Private Katoptris said to the group grimly as the ponies in the room gasped. “What? Somepony released Discord?!” Fluttershy yelped. “Yes, I was lucky to survive the battle against him, but he was strangely stronger than before.” Luna nodded.

The others were in shock as Applejack asked, “What?! Discord’s back too?”

“Great, our biggest mistake has come to haunt us!” Scootaloo groaned, remembering the time she got into that fight with Apple Bloom and Sweetie Belle which accidently unleashed Discord the first time.

“Nopony really blames you, girls.” Cheerilee reassured them. “Discord had done a lot of things during our fight like summoning blue flying Barracudas, feathered Serpents, and flying Cats that sound like…screeching chalkboards.” Luna explained.

Spike got near a chalkboard and scratched it which irritated the others as he responded, “What? I’m just testing it.”

“Enough! I demand to know how Loki was able to find me!” Thor demanded in annoyance. “Thor, I think it’s because he knows you’ll defend ponies like us from him.” Twilight guessed with a shrug. “If he’s looking for revenge on you, then he knows where you would be.”

“Twilight, he probably knows that because the two are brothers.” Celestia sighed. “Ok, mind telling us the whole story! Because we have the right to know!” Cherry Berry demanded.

“Awkward!” Spike and Pinkie said at the same time. “Tell me what you know of Odin, Thor.” Celestia commanded.

“He is my father and the ruler of Ponyheim. I believe he was friends with you and Princess Luna when you three were foals.” Thor replied. “So, who is Odin anyways? Is he a pony like all of us?” Derpy asked. “More than that, Odin is a pony…who was once our foalhood friend.” Luna answered.

Some of the ponies gasped in amazement since they somewhat knew about the alliance with Equestria and Ponyheim. “Mind giving us a story?” Rarity asked with a worried expression. “It was years ago right after our teacher and friend, Star Swirl the Bearded, left us to find a new student after we had mastered magic…” Luna began with a sigh. “Go to a flashback! I love those!” Pinkie squealed excitedly.

“Pinkie, you’re so random.” Rainbow laughed.

Flashback:

Two alicorn fillies are shown missing their good friend and teacher, Star Swirl the Bearded, after he left to find a new student since he was done teaching them.

“I miss him, Tia. I wish he didn’t have to leave us.” Luna sighed sadly to Celestia. “I know, but we’ve learned everything Star Swirl taught us. We must have faith and we’ll do our best to make Equestria a safe and peaceful place for all ponies.” Celestia told Luna seriously. Suddenly, a white blur landed in front of the fillies.

“Huh? Who are you?” She asked curiously as the figure’s wings closed. It was an alicorn colt who was Celestia’s age with blue eyes, a white mane, a white coat, and grey hooves with a light blue cube as a cutie mark staring at them. “My apologies.” The colt said in a British accent. “I was wondering what was outside of my home kingdom and landed here.”

“That’s ok! You’re from Ponyheim, right? Are you the ruler’s son?” Luna smiled. “I am, my father is the ruler of Ponyheim.” The colt nodded. “That’s interesting. What’s your name?” Celestia asked him. “My name is Odin.” The colt answered. “Yours?”

“I’m Celestia and this is my sister, Luna. We’re the future rulers of Equestria.” Celestia greeted.

End of Flashback

In the present day, Celestia continued, “Odin became our friend after that, helping us become rulers of Equestria while we helped him become the ruler of Ponyheim.”

“It was rather exciting to help out our friend while he was helping us.” Luna grinned. “I understand that, so what happened next?” Fluttershy asked.

“Well, then came the day when we defeated Discord.” Celestia began as she continued the story.

Flashback:

“How long is this going to take?” Celestia asked with a worried expression, standing outside of a blacksmith’s shop in Ponyheim and glancing where the borderline between Equestria and Ponyheim was. “Equestria is already being messed around with Discord and I don’t know how long our forces will hold him.”

“We can only hope that the blacksmiths can repair and make two sets of weapons of ultimate power for both of us just in time.” Luna reassured her sister before turning to their friend. “Oh, by the way, thanks for helping out, Odin. We needed all the help we can get.” Odin, who was Celestia’s height, nodded and said, “It was nothing, but do you mind a suggestion?”

“Which is…?” Celestia asked. “Why bother making it one weapon if it is split into two sets? Or in this case, six different elements.” Odin explained. “To think about it, they represent six different emotions or something similar to that.”

“Yes, like Honesty, Kindness, Laughter, Generosity, Loyalty, and one left unknown.” Luna mused as she got the idea.

“Yes, they would represent Harmony.” Odin nodded. “Odin, you are a genius!” Celestia exclaimed with a smile. “We’ll call these weapons of ultimate power the Elements of Harmony. They’ll help us fight Discord and bring peace to Equestria!”

“Thank you, I try my best.” Odin grinned.

End of Flashback

In the present, Luna continued, “Right after the Elements of Harmony were made into what they are today, we returned to Equestria and used them to defeat Discord, turning him into a statue.”

“At first, we suggested that we could kill Discord, but Odin suggested imprisoning him was a better idea since we didn’t know if breaking the statue would kill or unleash him. Then, before the disappearance of the Crystal Empire, we stopped King Sombra and turned him into a shadow before sealing him inside the ice of the Artic North.” Celestia added.

“So, what briefly cut off the connection between Equestria and Ponyheim until the Ice Pony War happened?” Twilight asked. “It was…my fault.” Luna sighed sadly. “It happened on the day the Eidolons possessed me and I became Nightmare Moon.”

Flashback:

Odin yelped as he dodged a spell being fired at him. He watched in horror as Celestia was taken down by her sister…who was possessed by eidolons and turned into the armor wearing fiend: Nightmare Moon.

“Luna, please stop this!” Celestia pleaded sadly. “I told you before, Celestia! Luna is gone! Only Nightmare Moon remains and soon eternal night is here forever!” Nightmare Moon hissed evilly to Celestia.

“Luna, please! You must understand reason! It’s not your fault the eidolons did this!” Odin protested. “As usual, Odin, you are weak to understand these things.” Nightmare Moon taunted. “Join me and together, we can rule Equestria AND Ponyheim!”

“I shall never join you!” Odin growled. “You don’t know the power of eternal night!” Nightmare Moon roared as she fired another spell which Odin dodged.

“Enough is enough, Nightmare Moon! I will never give into your vile temptations!” Odin yelled. “Farewell, the conquest of Equestria awaits!” Nightmare Moon cackled, turning into her mist form and leaving through an open door. Celestia groaned as she went up to the shocked alicorn.

“Odin, do you think there is a way to get rid of the eidolons?” She asked. “They are not from Ponyheim or Equestria, but why in Tartarus didn’t we do something about this?” Odin mused. “You didn’t even know that the eidolons had possessed her because she was on her night patrol, but we didn’t act sooner or later! You must get the Elements!” Celestia was stunned at hearing this: Odin wanted her to do this on her own without his help.

“Odin, I can’t kill my own sister. There’s still good in her. I know there’s still. Please, you helped Luna and I defeat Discord, now help me defeat Nightmare Moon.” Celestia begged. “I only helped make the Elements of Harmony, not used them to defeat Discord. This is a job only you can do. I must return to Ponyheim to run my own kingdom.” Odin explained grimly.

“You’re my friend, Odin! You need to help out! We didn’t make this alliance between Equestria and Ponyheim together because we felt like it!” Celestia protested.

“Do not worry, Celestia. If a crisis happens in my kingdom, you will help me with it. Until then, good luck on defeating Nightmare Moon.” Odin nodded, flying out a window towards Ponyheim. “Goodbye!” Celestia called out from the window.

End of Flashback

“Wow, that’s deep…” Spike commented.

“You’re all aware of the battle fought between me and Nightmare Moon sent Luna to the moon for a thousand years.” Celestia said grimly. “But, as we were recovering, Laufey, the leader of the Ice Ponies attacked Ponyheim with his army and threatened to plunge both kingdoms into a new Ice Age. “

“Wow, that must’ve been terrible.” Fluttershy said.

“I sided alongside my army with Odin who was now the ruler of Ponyheim just as he said that I would help when his kingdom was in trouble. The war cost Odin one of his eyes and many soldiers wounded. “Celestia explained.

“Why does this story sound familiar to me?” Pinkie asked as she scratched her mane. “Goodness! Twilight had told us this story once!” Rarity gasped.

“In the end, Laufey surrendered and the source of their power was taken from them. Right after that, he was executed along with all the Ice Ponies on his side. As I was roaming around the Ice Pony temple, I found a foal. It was small for an Ice Pony’s offspring and abandoned, suffering, left to die, and I realized it was Laufey’s son. So, I gave the foal to Odin to rise as his own and to have a better life.” Celestia finished. This brought tears to Thor’s eyes in shock.

Applejack sighed and patted Thor’s chest while reassuring, “Shucks, I know it sounds cruel for the poor foal. Apple Bloom, Big Mac, and I were pretty darn upset when we lost our folks.”

“Mine as well…” Rainbow added sadly. “Rainbow, are you gonna be ok?” Twinkle asked with a concerned expression. “I’m gonna be fine!” Rainbow sobbed.

“But then, IT happened.” Shining Armor said in concern. “You see, after Twilight got accepted into Princess Celestia’s School for Gifted Unicorns, got her Cutie Mark, and hatched Spike, her foalhood friend, Dinky…was killed.”

“Remember the nightmare I told you about, Spike?” Twilight asked nervously.

“Yeah.” Spike answered grimly. “That was the one.” Twilight said sadly.

Flashback:

In a cave, Loki growled furiously while grumbling, “He could never have an Ice Pony sitting on the throne of Ponyheim! Thor and the ponies from Equestria must pay…somehow.” Just then, he spotted something, two fillies walking through the cave. The gray Alicorn stallion smirked sinisterly…revenge.

“Wait, what’s that?” Dinky asked Twilight in concern while looking around the cave as she heard a sound. “Dinky, we can’t diddle-daddle. I gotta get these mushrooms back to the School for Gifted Unicorns by tonight.” Twilight said, picking some mushrooms that the princess wanted her to get for her lesson. A familiar growl was heard, startling the two fillies.

Dinky asked, “Twilight, w-what was that?”

“Precious, it is good to see you at last, little precious.” A familiar voice hissed out. The two fillies gasped as Loki came out of the shadows. “Welcome to my temporary hideout, say the spider…to the doomed flies!” He snarled.

“What do you want?” Twilight demanded furiously as Dinky hid behind her. “W-W-Who are you?” Dinky stammered. “I am Loki. Little foals should never trespass on somepony’s property.” Loki remarked insanely.

“I was tasked to do this by the princess! You can’t tell me what to do!” Twilight retorted. “Naughty, naughty, young one.” Loki hissed like a snake. “Now hold still and your death will be finished much faster without a fuss!” He lunged at Twilight, but Dinky quickly head-butted him, knocking the pony away from her friend.

“Run, Twilight, run!” Dinky shouted. Twilight didn’t hesitate; she quickly made a run for it. The young filly looked back in horror as the one who told her to run followed her, but was caught by Loki. “Foolish filly, you cannot run from me.” Loki’s voice growled evilly. Twilight can only watch in horror as he fired a knife and killed her friend. “Dinky, no!” She screamed, seeing blood on the floor. “NOOOOOOOOOOOOOOOOOOOOOOO!”

“And now…it is your turn!” Loki said sinisterly to Twilight. He prepared to lunge to her, but Twilight fired a spell that hit the ceiling. A bunch of rocks fell right in front of the stallion, keeping him from the filly who the opportunity to escape. “NOOOOOOOOOOOOOOOO! YOU CANNOT ESCAPE!” Loki exclaimed furiously as he blasted the rocks which caused it to collapse. But to his shock and fury, the one he wanted to kill escaped. “Lost! LOST! That brat has escaped from my hooves!” The stallion screamed furiously. “Killer Twilight Sparkle! Killer! Killer Twilight Sparkle! We hates it forever! We hates it forever! WE HATES IT FOREVER!”

End of Flashback

Twilight looked down as she continued, “I told my brother, parents, the Princess, and Cadance about what happened…we went back, but found no trace of Dinky’s body. I feared that the evil monster who attacked me that day stolen it to remove the evidence. “

“It’s ok, Twilight…it’s over now.” Her friends reassured her. “Perhaps you should all head back.” Celestia sighed sadly. “Captain Shining, can you take the citizens back to Ponyville?”

“Yes, your highness!” Shining Armor nodded. He vanished with the ponies back to Ponyville, leaving Celestia and Luna alone in the throne room.

“I think Loki can’t be reasoned with.” Luna said.

“I have a feeling this madness is not over yet.”

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro and Thor, Loki, Odin, Laufey, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own Teslan Aegis, he belongs to JonathanMDful (even though Teslan Aegis is Flash Sentry before he was given a name and a pony design).

Back at Ponyville, the ponies were still trying to recover from the attack. The Main Six and Spike looked onward at what happened.

“I can see now what you went through that day, Twilight.” Rainbow sighed. “We’re sorry.”

“It was my fault…I should’ve stayed behind and saved Dinky. I should’ve let that Loki creep kill me instead.” Twilight said, holding back a sob.

“But if you did that, there wouldn’t be any Elements of Harmony, you couldn’t become friends with us, Shining Armor wouldn’t have a sister, and I would be dumped in an orphanage or cave.” Spike explained. “That’s what I’m worried about.” Fluttershy said with a concerned expression. “Thor was deeply affected when Princess Celestia was talking about the foal she found and gave to Odin to raise. Poor thing…”

“I know, right? Wherever that foal is now, he or she must be looking for revenge on somepony after finding out about what REALLY happened during the aftermath of the Ice Pony War.” Twilight said. “Do ya think there’s a connection between Loki and this foal?” Applejack questioned.

“We can only hope that Thor can figure that out on his own.” Pinkie sighed sadly. “I pity that foal, I cannot believe that he or she could be the last of his or her race…” Thor mumbled to himself as he entered the library.

“I am sure Twilight has a book about the war or Ponyheim’s history in general that explains the gender of this foal.” Thor said to himself, levitating through drawers and looking for a quill to write with. “Perhaps…” He then saw something, a purple book that could’ve been Twilight’s notebook she used while studying and taking notes on magic buried underneath all the quills and ink bottles.

Out of curiosity, the alicorn levitated the ink bottles and quills out of the way and levitated the book out. He hesitated, knowing it would be an invasion of privacy even though it wasn’t a diary. “Oh, to Tartarus with this…I am sure Twilight will not mind that I am looking at her notes from her studies.” Thor grumbled as he levitated the notebook and opened it. But then, he noticed a page of notes in the book and gasped. It read…

‘Ice Ponies were a monstrous race of ponies from the horrible realm Glacies ruled by Laufey. They were the sworn enemies of Ponyheim who’ve stolen the source of their power with Equestria’s help. The Ice Ponies were told in legends in the old days by parents to their foals at night. Side notes: I think that Loki or whatever his name was creep who killed Dinky is probably the last of this race since the Ice Ponies are now extinct. Ugh! Why didn’t I even have the chance to save her?! She couldn’t have risked her life like that!’

Thor looked stunned and sad at what he was reading. He couldn’t believe it…his adoptive brother is last Ice Pony and he killed Twilight’s foalhood friend. Could this all be true? Or was Twilight angry when she wrote the side notes? Going around the library, he skipped a few more notes and found something else.

‘In 970 ANMS, Odin, ruler of Ponyheim, waged war alongside Princess Celestia, ruler of Equestria, against the Ice Ponies and their leader, Laufey to prevent them from conquering Ponyheim and Equestria. The Ponyheim and Equestria armies defeated the Ice Ponies and had them executed and seized the source of their power, the Casket of Ancient Winters which is currently stored in Odin’s trophy room. According to legend, it’s said that Celestia found a foal that she gave to Odin which is said to be the Last Ice Pony and Laufey’s son. The Casket is said to only be handled by an Ice Pony; anypony else who attempts to use it would be burned by the cold that surrounds it. Side notes: I think it’s possible that the Casket kills ponies and immobilizes dragons, but how did Odin lose that one eye of his? Could it be one of the Ice Ponies’ weapons that they summon ice that can cut through anything since it sounds sharper than normal ice?’

Thor looked stunned and in disbelief. Loki was also Laufey’s son and Odin never told him about this? “Why?!” Thor growled as he levitated his hammer and knocked a bookshelf down.

“I thought my brother loved me! WHY DID FATHER NOT TELL ME ABOUT HIS TRUE PARENTAGE?!” Thor yelled, knocking down more bookcases and messing up the main room in panic. Once he was done, the alicorn collapsed as he shielded his face in his forelegs and sobbed uncontrollably.

Celestia and Luna looked at the stained glass windows with grim expressions about what happened while they were in the throne room.

“It appears we were too late.” Luna said with a sad sigh. “Loki’s forces had struck all over, except for some of the cities away from Ponyville, Cloudsdale, and Canterlot and the Crystal Empire.”

“And things are getting worse. Everypony found out that he’s Thor’s adoptive brother and believe that the legend about the Last Ice Pony being Laufey’s son is true.” Celestia added nervously.

“Indeed, I’m glad that Shining Armor left his wife to defend the Crystal Ponies while this war’s happening. We can’t take any more chances.” Luna nodded.

Back in Ponyville, the Mayor was in front of the ponies once more with the Main Six and Spike.

She announced, “Listen carefully! What happened before distracted us. So, I’m doubling the security in this town. School will end earlier than normal. Foals aren’t allowed out after dark, only emergency personal. Seek shelter in case of emergency.”

“But what about our nightly activities?” Lyra asked with a concerned expression.

“They’ll be canceled until further notice.”

Twilight sighed as Applejack spoke, “Ya need to show Thor those notes about the Ice Ponies and the war so he knows about his brother’s true parentage. I have a bad feelin’ that he already found out now.”

“You’re right. I need to tell Thor that Loki’s the Last Ice Pony and Laufey’s son while showing off the notes.” Twilight mumbled until Thor showed up just in time. “Oh, Thor! Good timing, I was going to tell you something.”

“Do not tell me anything…” Thor grumbled angrily to Twilight, much to her concern.

“Excuse me?”

“No excuses! But then, do not bother! My brother never loved me!”

“Thor, what are you talking about?” Rarity asked with concern. The other ponies looked on in confusion.

“This!” Thor snapped furiously as he levitated Twilight’s notebook to a set of notes. “‘I think that Loki or whatever his name was creep who killed Dinky is probably the last of this race since the Ice Ponies are now extinct.’ Try explaining that, Miss Sparkle and that Ice Ponies are monsters that parents tell their foals about at night and that Father never told me about Loki’s true parentage!” Twilight gasped in alarm…Applejack was right, he did find out about it.

Twilight gritted her teeth and then spoke up, “Thor, I was upset about Dinky when I took those notes! I shouldn’t have said those awful things! I regret doing so to this day.”

“That still does not explain this notebook!” Thor growled to Twilight furiously. “Now calm down, sugar cube. There’s no need to lash out and act all stubborn.” Applejack said to Thor in concern.

“Oh, you are one to talk about being stubborn, Miss Applebuck Until I Pass Out!” Thor snapped. “Or I shall call you ‘Second Place Coward’ since I heard that you sure as Tartarus ran away after not winning the prize money for that rodeo in Canterlot.”

“Hey, ya can’t talk to my sister that way!” Apple Bloom yelled angrily. “Oh, this is coming from somepony who does not have a cutie mark yet. Well, I have news for you, Blank Flank, FIND ONE THAT IS YOUR OWN TALENT!!!” Thor shouted at Apple Bloom furiously. Apple Bloom gasped in shock as tears welled up in her eyes.

“Hey! Come on, you can’t talk to her like that!” Rainbow yelled, defending Apple Bloom. “Look who just stood up, Miss Wonderbolts Academy Dropout! I heard you once had an ego as big as Trixie’s until you were outshined by Mare Do Well! Care for some advice? READ A REAL BOOK, EGGHEAD!” Thor scowled at Rainbow.

“Nopony yells at Rainbow Dash like that!” Scootaloo snapped. “Oh, goodness, the chicken who cannot fly; Oh wait, I guess you can, just not very well!” Thor yelled to Scootaloo which made her gasp.

“Now, Thor, I know you’re upset, but you can’t take your anger out on all of us.” Rarity said to Thor. “Since when the hay did you care?! And get a manecut, marshmallow! Your manestyle is so two seasons ago!” Thor scowled.

“EXCUSE ME?!” Rarity shouted, offended about what Thor said about her mane. “Thor, that was SO uncalled for!” Sweetie Belle yelled angrily. “You take back what you said about my friends right now!”

“I am ignoring you because I do not have anything rotten to say.” Thor grumbled before turning to Fluttershy. “You…I do not know what to say about you, but you are a coward!” This got Fluttershy upset as her eyes welled up with tears. “Thor, why are you so mean?” She whimpered.

“How about we all calm down and have a party?” Pinkie asked as she tried to cheer Thor up. “Ugh…Miss Pink Party Pony…you never learn to leave others alone, huh? Another question, am I getting through to whatever alternate reality you are living in now?” Thor snapped. Hearing this got Pinkie shocked. Thor then walked up to Twilight who looked at him with concern.

The alicorn snapped, “You are worst of them all! All you care about is your friends and…that fire breathing monstrosity that you call your assistant!”

“Don’t you DARE talk about my assistant that way!” Twilight shouted angrily. “That horrible creature does not deserve to be your assistant!” Thor retorted, making tears come out of Spike’s eyes.

“Thor, please calm down!” Twilight protested in sadness. “Oh, I understand alright…” Thor grumbled in a dry voice. Thor, sad and angry, glanced at the crowd of ponies surrounding him. “That my brother never loved me! He is just some monster that parents tell their foals about at night!” Thor pointed out angrily. Twilight and her friends flinched.

Spike called out, “Thor…” Thor yelled as he levitated his hammer to the skies and lightning shot out of it, making ponies gasp in shock as the sky turned gray. After that, the alicorn headed off, snapping, “I have had it with you mortal ponies! You can all rot in Tartarus for all I care!”

“Thor, don’t go!” Spike protested in despair as he tried to stop the alicorn, but with another yell, Thor hit the baby dragon with his hammer, making him scream as he fell to the floor with a bruise before resuming his leave. Spike started crying, not only in pain from the hit, but also from Thor hurting everypony’s feelings, especially his.

“Oh, man…” Twilight gasped in shock. “Spike, are you alright?”

“I’m fine, Twilight. I’m fine…” Spike replied in sadness.

“Spike, I need you to talk some sense into Thor…without having him attack you, ok?” Twilight asked. Spike nodded and ran to follow Thor, keeping a safe distance from him. Twilight sighed sadly as she buried her face in her forelegs, “I must be the worst weakest unicorn in all of Equestria…”

“Thor just needs some time to calm down.” Rarity reassured her.

“But how? It’s not safe for him or Spike in Ponyville especially since Loki could attack again to kill them.” Rainbow asked. Shining Armor sighed to himself and turned to a guard.

“You there! Go to the princess immediately and tell her to send a message to Ponyheim’s ruler, Odin ASAP!” He commanded. As he was giving out this order, Apple Bloom, Scootaloo, and Sweetie Belle were all crying from Thor’s rude remarks. “Yes, captain!” The guard nodded, flying off to Canterlot Castle.

Twilight sniffed then spotted the notebook on the ground. Thor must have dropped it as he left. The unicorn levitated it and flipped to a page.

“If only Thor read the side notes of the notes I was taking on ‘Ponyheim heroes and royalty’…” She sighed as she read the side notes to herself. “’I think it’s super cool that this Thor pony can control thunder and lightning. He would make one awesome ruler of Ponyheim. If I ever met him, I bet we’ll be like friends and I would tell him how cool he’ll be once he rules his kingdom…’”

“Everypony, I’m sorry for what happened, but I assure you, things will turn out fine in the end.” The Mayor apologized to the citizens.

In Ponyheim, an alicorn mare with brown eyes, a blonde mane, a sea green coat, and a light blue heart as a cutie mark wearing a light grey dress began flying towards the castle and through a window that led into a room where a bunch of guards in silver armor with gold helmets were meeting. She arrived where the guards were waiting, standing near a spot at the head of the table.

“There you are, my queen.” The captain of the Ponyheim guards, Teslan Aegis: a Pegasus stallion with blue eyes, a light blue mane with dark blue streaks, a light yellow coat, and a dark shield with a lightning bolt in the middle as a cutie mark wearing the same armor as the Royal Guards, but with a larger gold helmet, snapped. “When will your husband also known as our king arrive?”

“And I keep reminding you time and again, Captain Teslan; Odin will come when he will come!” The alicorn mare, whose name was Frigga, snapped back in annoyance with a British accent.

“But when? I want to help Equestria with some reports of attacks in Canterlot, Cloudsdale, and Ponyville.” Teslan Aegis demanded. “You shall get it soon, Captain Teslan. It is good to see you all.” A familiar voice spoke up in a British accent as the guards and Frigga turned to see the door open. An alicorn stallion with blue eyes (one was covered with a golden eye patch), a white mane and beard, a white coat, and grey hooves with a light blue cube as a cutie mark wearing gold armor with a yellow cape attached entered the room and went to his spot next to Frigga who nuzzled him. This was Odin, now fully grown and standing as tall as Celestia.

“And as are we.” The guards nodded, bowing before him. “The attacks have been slowing down Equestria recently.” Frigga explained. “I am surprised that the princesses didn’t send those six ponies to stop them.”

“We must find a way to help Equestria. I was friends with the princesses when I was a colt.” Odin mumbled.

Suddenly, without warning, a familiar puff of smoke appeared as the guards saw a small scroll appear. Odin levitated the scroll and opened it. The alicorn looked at the message, his good eye widening in shock. “So…the day has finally come.” He said nervously. “And which day is that?” Another guard asked as Odin read the message.

‘Dear Odin,

Our worst fear has been realized. Your adoptive son, Loki has struck Equestria and nearly tried to kill my student and her friends. We are trying our best to force him and his army out of Equestria, but we need your help like we needed it in the past.

The real reason is this: Your real son, Thor found out that Loki is Laufey’s son and the Last Ice Pony…and he lost his temper and the rest is too much to explain. With that said, I am sending him to Ponyheim for safety until this matter is settled as I fear that Loki may try to kill him for revenge at some point.

Thor will be waiting for you at the borderline between Equestria and Ponyheim with my student’s assistant, Spike. Expect him and your son soon.

Your old friend,

Princess Celestia of Equestria’

The alicorn nodded as he levitated the scroll into a shelf nearby. “It appears that our sons are in Equestria; one is trying to help it while the other is trying to hurt it.” Odin announced grimly. Frigga glanced at the letter nervously and asked, “Loki wants to kill Thor? Goodness, our son is in danger! And our adoptive son is behind all of the attacks in Equestria recently?!”

“Correct, dear; I need you to come with me to greet our son. Guards, I want half of you to patrol the area and make sure that Loki’s soldiers do not enter this kingdom. The rest of you must protect the castle.”

“Yes, sir!” The guards nodded, teleporting or flying off to different locations. The meeting ended as Odin and Frigga flew off to the border to meet Thor and Spike.

“Darling, when will you explain the truth to our son?” The female alicorn asked with concern. Odin paused and then replied, “The truth to Thor…may have already come to him.”

Thor frowned as he stopped and waited patiently for Spike to come. It had been arranged for him to be escorted to the borderline where his father, Odin, will be at to take Thor in for a while.

“Be sure to keep an eye on him, Spike.” Twilight reminded Spike as she hugged her assistant. “And be on the lookout for danger. I don’t want you to get hurt.”

“It’s gonna be ok, Twilight. Everything will be fine and I’ll be back as soon as possible.” Spike reassured her, hugging back and turning to Thor.

“Thor, you don’t have to go, you know. We can work this out, trust…” Before he could say another word, Thor growled at him. The baby dragon looked away in sadness. “Sorry.” He apologized quietly.

“Oh shut it, Spike…” Thor retorted angrily. “Hey, you don’t need to be a jerk about it!” Spike yelled.

“At least, I am not a fire breathing monstrosity like you!” Thor snapped. “With an attitude like that, you may as well act like your adoptive brother!” Spike scolded in protest.

Apple Bloom’s teary eyes narrowed as she glared at Thor while yelling, “Go on; walk away! If ya treat me, my family, and my friends like this, ya don’t belong here anymore! I HATE YA, YA BIG BULLY!” Then, the red maned filly ran off in the opposite direction, crying.

“Apple Bloom!” Applejack yelled in concerned, running after her sister. “Come on, Thor. Time to go.” Spike sighed sadly as he walked alongside Thor who didn’t look back. The ponies who chose to say their goodbyes waved to the alicorn.

“I hope he never returns to Ponyville. I mean, did you hear—“Rainbow began, but was cut off by Fluttershy.

“Rainbow, come on!” Fluttershy sniffled. “I’m hurt by his mean words too…but Thor was just upset. Oh, I hope he’ll be ok.”

Twilight looked down in sadness, knowing that Thor didn’t even bother to say goodbye or look back. It looked like she just lost a friend.

As the army continued their preparations, Loki stood on top of one of the pedestals that once had the Elements of Harmony on them. He grumbled, “I should’ve killed Thor when I had the chance…when ‘Father’ promised that both of us were born to be kings…”

Flashback:

Odin was telling a young Thor and Loki the story of how Ponyheim and Equestria won the Ice Pony war and took the source of their power. “…But the day will come, when one of you will have to defend that peace.” He concluded.

“What if all the Ice Ponies weren’t executed?” Loki asked in curiosity. “When I’m king, I’ll hunt the monsters down and slay them all! Just like you did, father!” Thor grinned in excitement.

Loki’s voice commented, “Even as a colt, Thor was arrogant and reckless. I always hated that about him. In fact, I hate everything about him.”

“A wise king never seeks out war, but he must always be ready for it.” Odin advised as he walked off. Thor turned to Loki and grinned, unaware of his adoptive brother’s smirk. The two colts ran after their father quickly and stood on either side of him.

“I’m ready, father!” Thor exclaimed. “So am I!” Loki added.

“Only one of you can ascend to the throne, but both of you are born to be kings.” Odin told them.

Then, the flashback skipped to years later and showed Loki, now an adult, in front of the Casket of Ancient Winters. Loki shook his head as he levitated the Casket and a voice yelled out, “Stop!” It was Odin, watching everything from a distance.

“Am I cursed?” Loki asked nervously. “No.” Odin replied with a stern expression. “What am I?” Loki demanded, levitating the Casket down.

“You’re my son.” Odin said. Loki turned around to face him, but his coat was dark blue and his eyes were blood red. “What more than that?” He growled as his coat and eyes returned to their normal color and he began walking towards Odin. “The Casket wasn’t the ONLY thing you took from Glacies that day, was it?”

Loki’s voice narrated, “Of course, I would make a better king than Thor, but no, father loved him more than me. Neither Ponyheim or Equestria deserves to have him as a ruler!”

Odin stared in concern as his adoptive son stared at him with an irritated expression.

“No.” Odin responded. “In the aftermath of the war, Princess Celestia, the ruler of Equestria, our neighboring kingdom, went into the temple and found a foal which she gave to me. Small for an Ice Pony’s offspring. Abandoned, suffering, left to die; Laufey’s son.”

“Laufey’s son?” Loki repeated in shock. “Yes.” Odin nodded.

“Why? You were leg deep in Ice Pony blood. Why would Princess Celestia have you take me?” Loki asked. “You were an innocent foal.” Odin replied. “No, Princess Celestia had you take me for a purpose, what was it?” Loki asked. “TELL ME!”

“I thought we could unite Ponyheim and Glacies before the Ice Ponies were executed. Bring about an alliance, bring about permanent peace…through you.” Odin explained. “What?” Loki questioned quietly, his eyes welling up with tears.

“But those plans no longer matter.” Odin added. “So, I am no other than another stolen relic? Locked up here until you might have use of me?” Loki asked while he began to cry.

“Why do you twist my words?” Odin demanded. “You could’ve told me what I was from the beginning! Why didn’t you?!” Loki sobbed. “You’re my son, I only wanted to protect you from the truth.” Odin responded.

“What? Because I-I-I am the monster that parents tell their foals about at night?” Loki asked sadly. “No, no…” Odin muttered to himself. “YOU KNOW IT ALL MAKES SENSE NOW! WHY YOU FAVOR THOR ALL THESE YEARS BECAUSE NO MATTER HOW MUCH YOU CLAIM TO LOVE ME! YOU CAN NEVER HAVE AN ICE PONY SITTING ON THE THRONE OF PONYHEIM!” Loki shouted with an angered expression. Odin sighed and left, much to Loki’s anger and disappointment.

“I will have my revenge on Thor…I swear my life on it. I shall never remain a shadow, living in the shade of Thor’s greatness.” Loki grumbled.

End of Flashback

Loki snarled, “At last, I know the truth…that vengeance on Thor and anypony who stands in my way is the only answer.”

“Loki, are you talking to yourself?” A voice asked. The Alicorn turned around to see Trixie standing there while levitating something behind her.

“There are not many ponies who can sneak up on me.” Loki smirked evilly. “If you want to kill Thor so much, then check out this picture I found of the two of you as colts. It’ll remind you of growing up with him.” Trixie said, levitating a photo of the two colts smiling much to Loki’s anger and shock.

Loki’s expression remained emotionless as he levitated the picture towards him and onto the ground, slamming his hoof onto the ground which damaged the photo.

“You’re welcome!” Trixie nodded nervously as she stared at the photo and left. “Someday, he will be forgotten forever and the throne will be mine…” Loki grumbled.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor and Loki belong to Marvel. I also don't own the songs One Winged Angel and Land Down Under. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart.

“Run, Twilight, run!” Dinky called out as Twilight ran away. She looked back in terror as the one who told her to run was caught by Loki. “Foolish filly, you cannot run from me!” Loki hissed evilly.

Twilight could only watch in horror as the villain fired a knife and killed her friend. “Dinky, no!” She screamed, seeing blood on the floor. “NOOOOOOOOOOOOOOO!”

“Come now, you care to stop me? I barely think you have the opportunity now! But you can go ahead and…trust me.”

As Dinky died, Twilight stared at Loki in rage; the laughing villain then morphs into Thor who, still laughing as he levitated his hammer to electrocute Twilight with a sneer, “This is for betraying me, Sparkle!” Twilight’s eyes widen in horror as Thor then fired lightning at…

“THOR NO!” Twilight screamed as she woke up in bed, sweating a little. She looked around, hoping it was just a nightmare…but no. Thor still wanted nothing to do with her and her friends and Spike had taken him back to Ponyheim to live with his parents.

Twilight then saw Owlowicious fly over and land near her as she looked upset.

“I know. I miss Thor too as well as Spike.” She said sadly, petting the owl. “Hoo.” Owlowicious nodded in agreement as he nuzzled Twilight.

“So, what’s your big plan, Loki?” Gilda asked Loki while the villains had gathered for another meeting. “Are we doing Phase 3 or not?”

“Yes, yes! Let’s begin this!” Rover nodded in agreement. “Now, the next part involves kidnapping and distractions. The Princesses must be kept at bay by the Diamond Dogs and Flim and Flam’s new inventions. But for the next part, we need some way to get most of the ponies out of the way. We cannot afford TOO much distraction now, can we?” Loki said sinisterly.

“Any idea on how we can do that?” Trixie asked curiously. “I think I know of one trick or so, especially when it comes to putting gas to flames.” Gilda said with an evil grin. “I think a trip to Sugercube Corner is in order for this griffin.”

“And, General Shield Strike; any reports to give out about Thor?” Loki asked curiously at the general.

“While I was hiding on the rooftops, I found out that Thor had left town after insulting his former mates. That dragon who insulted you is taking him to Ponyheim right now.” General Shield Strike reported with an evil smirk.

“Excellent, then we will not have to worry about him being in the crossfire.”

“And what about Ponyheim’s army?” Flim asked with a worried expression.

“Yeah, if there’s any chance that Princess Celestia or Princess Luna call them for assistance against you—“Flam nodded in agreement, but was cut off by Loki. “By the time they get to that and the army arrives, it will be too late! Too late…” Loki interrupted with an evil smile. Nothing can stop him now, not even Odin and his soldiers…

The next day, in Ponyville, Shining Armor was helping the guards in keeping watch over ponies recovering from what happened during Loki’s attack to Thor’s outburst. It was enough to make anypony scream. At the library, the Main Six had gathered to discuss what happened. Applejack said, “I do hope that Spike can come back ok. The trip to the borderline is a long and hard one.”

“I sure hope Thor stays away!” Rainbow snapped angrily, reading her Daring Do book.

“Well, dang it; I’m upset too, but if ya think about it, he was actually a nice pony.”

“At first he was!”

“Actually, it was kind of true.” Fluttershy said as she looked down in sadness. “He was actually a nice pony. It’s a shame that ever since he found that notebook, he wants nothing to do with us.”

“While I don’t appreciate his cruel words, Thor just was angry at his father for not telling him that Loki is Laufey’s son and decided to take his anger out on us.” Rarity explained.

“Twilight, got the same nightmare again?” Applejack asked Twilight who looked like she was seconds from passing out into her book. “Yeah, but this time it’s worse, Thor was in it and…” Twilight sighed, not wanting to go on.

“Well, I gotta admit, I miss Thor too...and yeah, I didn’t ask for the rude words too.” Rainbow said in regret. “But seriously, he didn’t have to point that out like some jerk! It’s like Twilight’s outburst at the wedding; no offense, Twilight.”

“None taken.”

“Awww, let’s not pout!” Pinkie exclaimed happily, hopping up and down. “Come on, let’s have some fun! Has anypony seen my party cannon?”

“Did you leave out again?” Rainbow asked curiously.

“Maybe, but I must have left it outside of Sugercube Corner again…I think Mr. or Mrs. Cake might of moved it. Where could my cannon be? Where oh where is it?”

“I blame those so called Elements of Harmony, the dragon, and that so called God of Thunder for this.” Diamond Tiara groaned in disgust as she and Silver Spoon walked through town. “Because of them, we can’t go through this place like we used to.”

“Well, it didn’t help that you insulted Loki when he was here yesterday.” Silver Spoon pointed out with a shrug which resulted in Diamond Tiara giving her an annoyed look. “What? It’s true!”

“Ugh…wait, what’s this?”

The two fillies found a familiar party cannon in the middle of nowhere, causing the two to stare at it in curiosity. “What’s that pink pony’s cannon doing here? Has she left it out again?” Diamond Tiara asked. Silver Spoon nodded as she moved the cannon, “It’s probably not loaded. Why, I could pull the trigger and…” However, when she pulled the trigger, confetti shot out of the cannon, much to their shock. They watched in horror as the confetti shot into the Everfree Forest and…explode.

“Looks like it was loaded…” Silver Spoon muttered nervously. “Don’t tell anypony about this, ok? I’m in enough trouble as it is!” Diamond Tiara asked.

“Yeah, I know!”

“FIRE! FIRE!” A voice screamed out, getting the Main Six’s attention. The six ponies saw ponies running from the fire station towards what happened to be the scene of the fire. Most of them were carrying buckets of water. “Hey, Caramel! What’s going on?!” Applejack asked Caramel who rushed by. “There’s a giant forest fire heading towards town in the Everfree Forest!” Caramel exclaimed nervously, rushing off.

“Oh no! My animals! I live at the edge of the Everfree Forest!” Fluttershy squeaked in horror as she flew off to her cottage quickly. “We gotta help, come on!” Rainbow yelled, running off with Pinkie to help out.

Twilight, Applejack, and Rarity stopped, looking on in concern; Twilight mused, “This forest fire happened too sudden just as Loki attacked us. This is suspicious.”

“We gotta check on our sisters, Rarity!” Applejack exclaimed in concern as she and Rarity ran off to find Apple Bloom and Sweetie Belle.

“Oh, this is not good. Not good at all.”

Celestia was relaxing in her room…but felt a disturbance, causing her to open her window. The alicorn gasped as she saw that Canterlot was under attack again, this time by the Diamond Dogs in machines. “Sister!” Luna called out. “We’re under attack again!”

“We must defend Canterlot at all costs! Shining Armor is in Ponyville; alert him as soon as you can!” Celestia commanded. “Yes, sister!” Luna nodded, flying off.

Fluttershy arrived at her cottage, checking on the animals. She sighed as Angel confirmed that they were ok, “Phew, I was worried. Now, we have to get the animals somewhere safe. There’s a forest fire happening…” Suddenly, Angel’s eyes widened in terror as he pointed behind the yellow Pegasus, much to her notice. Fluttershy failed to see a shadow coming up behind her.

“Angel? What’s wrong?” She asked before somepony smacked her hard into a wall. Fluttershy gasped upon seeing Gilda standing above her. “Hello, Klutzershy, we have some unfinished business to deal with…” Gilda smirked.

“Ugh, that Thor…” Scootaloo grumbled angrily, pacing around the park where she, Apple Bloom, and Sweetie Belle were hanging out at. “I thought he was friends with Twilight and the others.” Apple Bloom sniffed. “His adoptive brother acts worse though.”

“He even went far to insult Rarity’s mane!” Sweetie Belle yelled. “You know, thinking about what happened, I would be pretty angry if I found out the truth of my adoptive brother’s true parentage and my father never told me about it.” Scootaloo said with a sigh.

“Like how I think Rarity doesn’t love me after our fights…” Sweetie Belle nodded. “And how the ponies got mad at us for…” Apple Bloom began sadly. “Oh, poor Thor…”

The fillies nodded in agreement…until they heard sinister laughter as they saw smoke coming from the Everfree Forest, much to their concern. But it wasn’t where the laughter was coming from: they saw a trail of black smoke that was heading right for them. The fillies screamed as they ran away from the black smoke following them. Just then, it stopped in front of them, revealing a large group of soldiers and their commander.

“Going somewhere, mates?” General Shield Strike asked the Cutie Mark Crusaders evilly. “No! Get away!” Apple Bloom screamed.

“RUN!” Scootaloo cried. Then, the trio made a run for it. “Why must they run away?” General Shield Strike grumbled in annoyance as he flew after them with the soldiers following behind him and landed in front of them, cutting them off. “Sorry, but Loki wants a word with you little brats.”

“Stay away from my sister and her friends!” A voice cried out as a bunch of rocks hit the general. Rarity and Applejack appeared, waiting to defend the three fillies. “Oh look, soldiers, it’s the cowmare and the whiney pony Flim, Flam, and the Diamond Dogs were telling us about!” General Shield Strike pointed out while the soldiers chuckled at the insult.

“So, it was YOU who was behind the forest fire!” Rarity exclaimed angrily at General Shield Strike.

“It was our plan, but we didn’t start the fire. Let’s just say two little fillies who like to make fun of Blank Flanks are responsible, just not by choice.” General Shield Strike explained evilly. “If ya’ll mean what I think ya mean, then ya set them up!” Applejack exclaimed in shock and anger.

“Are you talking about Diamond Tiara and Silver Spoon?” Sweetie Belle asked. “Typical, those two cause a disaster and aren’t responsible for it…” Scootaloo groaned.

“Soldiers, keep an eye on the fillies! Those two ponies are mine!” General Shield Strike commanded. “Yes, sir!” The soldiers nodded with evil smiles.

Gilda screeched as she slashed her talons at Fluttershy who dodged it. The griffin remarked, “Oh, goodie, the uncool pony doesn’t wanna play; always figured that you were a coward.” Fluttershy’s eyes closed as she tried her best not to burst into tears.

The Pegasus saw Angel herding the animals out of the house, so they wouldn’t get caught in the attack.

“Here goes…” Fluttershy said, flying up. “Listen, Gilda! Just because you’re mean and because you work for the baddies doesn’t mean you can—“Gilda hit Fluttershy, sending her crashing into the stairs. “Ugh, your speeches are more pathetic than Rainbow Crash’s.” The griffin groaned.

“Now YOU’RE calling me by that name?” A familiar voice asked in annoyance. “And I thought you couldn’t be any more uncool!” Gilda turned and saw Rainbow kicking her in the gut, sending her flying into a wall. The griffin recovered and saw Rainbow glaring at her. “Finally, payback for getting pranked by you!” Gilda snarled.

“Luckily, I came here to help Fluttershy with her animals when I saw that I wasn’t needed at the forest fire…and I’m glad I did! You and your friends were behind all of this!” Rainbow explained. “Well, thanks to us for tricking two bullies, Rainbow Crash!” Gilda replied sarcastically as she slashed her talons at Rainbow which she dodged. “Now hold still, so we’ll have less blood!”

“No way, griffin shrew! I’ll never forgive you for what you did to Fluttershy, my friends, or anypony you found uncool!” Rainbow shouted, dodging the attacks. “Did I strike a nerve, Dash?” Gilda taunted evilly as she flew away from Rainbow. “Maybe I can strike once more once I make mincemeat out of the other pony here!”

She screeched as she prepared to lunge at Fluttershy, much to Rainbow’s horror.

The Princesses glared at the Diamond Dogs who were attacking with new weapons. They were fighting the Royal Guards while trying to attack the castle.

Celestia fired a spell from her horn at the Diamond Dogs while Luna fired a lightning bolt on one while remarking,

“And I thought the Changelings were a problem.”

“Apparently, these dogs are worst. Where did they get these weapons anyways?” Celestia assumed, bucking a Diamond Dog that was about to attack Luna. “Loki or Flim and Flam must’ve gotten these for them.” Luna responded as she fired a spell at another group of Diamond Dogs. “I knew something wasn’t right here…”

“We cannot let them take Canterlot, but why send a group of weak mutts here? Why not Discord or General Shield Strike? Maybe Loki himself?” Celestia pondered seriously. Luna gasped, coming to a realization and exclaimed, “Maybe this is a distraction!”

“From their true goal!” Celestia gasped as she came to the same conclusion. “Ponyville!” They yelled at the same time.

Unfortunately, the two Alicorns and the guards found themselves blocked off by giant tanks, making it difficult to escape. “This may be more difficult than we imagined.” Luna groaned a bit.

Applejack and Rarity dodged a spear by General Shield Strike who chuckled evilly. He had the advantage of his enemies.

“I got the advantage this time, shelas! No baby dragon or princesses to back you up.” General Shield Strike taunted. “We’re going to defeat you, you monstrous devil!” Rarity yelled with a determined expression.

“Temper, temper.” General Shield Strike smirked evilly. “Has your sister learned any magic yet? Let’s find out!” He threw his spear in Sweetie Belle’s direction, making Rarity gasp in horror.

“Look out!” She screamed, shoving Sweetie Belle out of the way and nearly getting hit by the spear. “Rarity!” Sweetie Belle cried out in shock and concern. “Hey, what the hay?! That was a dirty trick!” Applejack snapped.

“Shela, you have a lot to learn: I’m a villain and I play dirty!” General Shield Strike explained in an evil tone as he pulled out a spear. “Let’s play my game of chicken: here’s to see how far you’ll go before one shot gets you, mate!”

“Applejack!” Apple Bloom screamed in horror.

“Get your spear away from my friend!” Rarity snapped, running into the scene. “Don’t hurt her!” Sweetie Belle yelled.

General Shield Strike, meanwhile, threw spears at Applejack who was having a hard time dodging. The general grumbled something rude under his breath every time he missed, but didn’t give up. General Shield Strike commented while singing, “I come from a land down under; where blood does flow and ponies shutter. Can't you hear, can't you hear the screaming?”

Applejack screamed as a spear flew over her head and scratched her side before landing behind her.

“You better run, The Red Devil has caught his prey.” General Shield Strike remarked evilly. “Applejack!” Apple Bloom cried out in worry.

“Now, you’re mine!” The general cackled, getting ready to throw his spear. Applejack braced herself to face her doom.

Then, a clunking sound was heard and the spear was knocked out of General Shield Strike’s hooves, much to his and everypony’s surprise.

“Hey, Red Devil!” A familiar voice called out. It came from a familiar white unicorn levitating a gold bar the size of a bread loaf. “Leave my friends alone!”

“Rarity, you’re ok!” Apple Bloom exclaimed happily. “And how the hay are you ok? Did you think the scratch was a crime against fashion?” General Shield Strike asked in amusement.

“Watch how you make fun of my love of fashion or somepony gets hurt.” Rarity threatened. “Soldiers, take care of the whiney pony! I’m getting tired of facing fillies anyways!” General Shield Strike commanded.

“Yes, sir!” The soldiers nodded.

“Ok, devil! You asked for it!” Rarity snarled as she levitated a bunch of gems and precious metals out of the ground and charged towards the soldiers.

Rainbow flew in, saving Fluttershy just in time as she quickly flew out of the cottage.

“Fly all you can, Rainbow Crash! You and your friends will be dead when this is all over!” Gilda screeched evilly to her former friend. “She won’t catch us! Hang on, Fluttershy!” Rainbow shouted in determination while Fluttershy held onto her.

“Right.” Fluttershy nodded. Gilda growled as she flew after her prey like a falcon after a rabbit.

“Come on, hurry!” Shining Armor commanded, watching the guards and ponies work as hard as they can to put the fire out, even the Pegasi who were getting out clouds and jumping on them to make them rain.

“We can’t let the forest burn down!” Twilight and Pinkie worked their hardest to help put out the fire. The lavender unicorn exclaimed, “This fire should be almost out! Makes me wish that Rainbow was still here!”

“Don’t you remember? We got enough Pegasi, so we didn’t need her. She went to go check on Fluttershy.” Pinkie pointed out to her friend. “What I don’t understand is how this fire started in the first place.” Twilight muttered before coming to a realization. “You don’t suppose…”

“I suppose so, Twilight, but a book turned into a movie based on a TV show about ponies crossed over with superheroes from a popular comic book company? That would make a ton of box office money and succeed in book sales.” Pinkie remarked to Twilight with a shrug. “No, I think somepony started this fire to distract us from Ponyville! And I know who it is!” Twilight gasped with a worried expression.

“Yes, of course!” Pinkie nodded in agreement. “You have no idea what I’m talking about, right?” Twilight asked with an annoyed expression. “I have no idea!” Pinkie exclaimed happily, making Twilight sigh in annoyance.

Rarity fired diamonds at the soldiers, causing them to fall over.

“You clumsy oafs! Get up!” General Shield Strike commanded angrily as the soldiers got up urgently on their commander’s orders. Rarity quickly levitated a ruby out of the ground and launched it at the general, but it hardly affected him. The villain smirked as he threw a spear at her tail, sending her to the floor.

“Well, for a stubborn fashion loving unicorn, you seem to be a tough fighter.” General Shield Strike taunted his enemy. He noticed Rarity levitating the spear off of her tail and getting back up, exhausted, but willing to fight. “I’m not done giving up yet…you’re not taking—“ Rarity began to say, but General Shield Strike just flew over her and hit the unicorn on the head, knocking her out while the soldiers followed behind him.

“Never mind, you two and it’s time to take these Blank Flank brats to their final destination.” General Shield Strike said sinisterly, flying over and preparing to take the Cutie Mark Crusaders. Rarity was unconscious and Applejack was still injured. Who can save them now?

“NO!” A familiar voice snapped as a green fireball hit General Shield Strike in the gut, making him back away. “Leave them alone, you jerk!” The general glared and saw a familiar baby dragon in front of his friends.

“What’s this? I thought you left to take Thor to Ponyheim. Yes, I know all about it and so did Loki. This is why he ordered my soldiers and I to do this attack!”

“Shows what you know! That was a clone Twilight sent to keep him company while I stayed behind. I won’t let you take my friends!”

The soldiers stared in confusion and began muttering in confusion about where Spike could be. Of course, the Cutie Mark Crusaders, on the other hoof, knew better…

Flashback:

“Ya sure ya wanna go with Thor?” Apple Bloom asked Spike with a frown while the baby dragon prepared his departure. “Think about what that jerk said to you and us!” Scootaloo exclaimed.

“We need to fix this somehow. No worries, girls, Spike will keep you company.” Twilight reassured them. The Cutie Mark Crusaders had no clue to what she just said, but then, watched the unicorn focus a bit and do a spell.

“Whoa!” The trio yelled, seeing something appear near Spike: a clone version of the dragon himself. “A clone of Spike! How did you do that, Twilight?” Sweetie Belle asked in curiosity.

“It takes a while to practice cloning spells, but I did it. Spike’s clone will keep you girls company.” Twilight explained. “I hope that neither of us get into any fights until I get back or if my clone gets killed and I send Twilight an empathy link we’ve had ever since she hatched me from that egg.” Spike said as his clone nodded in agreement. “Well, I better get going…I hope this whole thing gets resolved.”

“Yeah, I hope so…” Scootaloo said with a sad sigh.

End of Flashback

The Cutie Mark Crusaders knew this Spike was the clone that Twilight left for them, but they aren’t allowed to tell any member of Loki’s army that. “I may not be strong, but I can still fight for my friends!” Spike remarked with a snort, getting into a defensive pose. General Shield Strike smirked, seeing a fight in his hooves and then spotted a group on it’s way: it was Rainbow with Fluttershy on her back and Gilda chasing them from behind.

“Heads up!” Rainbow shouted in determination. “Prepared to get Sonic Rainboomed!”

“Lame!” Gilda groaned in annoyance. The Cutie Mark Crusaders turned, distracted by Rainbow and Fluttershy’s appearance. This was General Shield Strike’s opportunity. He pounded his hooves onto the ground, causing an earthquake to shake the area. The ponies yelled as did the clone for a while…soon, everything stopped shaking, the heroes are knocked out with Rainbow and Fluttershy hitting the ground as Gilda and the soldiers groaned while they recovered.

“For crying out loud! Warn somepony when you do that!” Gilda snapped. “Sorry, but when dealing a situation like this, warnings can’t work.” General Shield Strike said slyly.

“Stop right there, Red Devil!” An angry voice exclaimed while the villains turned to see Twilight, Pinkie, Shining Armor, and the Royal Guards standing near them. The fire must’ve been out by now or else they wouldn’t have come.

“Uh oh, it’s the fuzz!” Gilda yelled. “So long, Twilight Sparkle! We’ll meet again…in time!” General Shield Strike laughed evilly as a bunch of smoke covered the villains.

“NO!” Twilight screamed, rushing in too late since the Cutie Mark Crusaders and the clone were gone. “No, no, no, no!”

“Darn it! We’ve been tricked! The fire was a distraction and now the fillies are gone with Spike!” Shining Armor groaned.

The battle in Canterlot seemed to be in the Princesses’ favor with the Diamond Dog Soldiers fleeing like mad or staying to fight.

“What’s this?” Luna asked as the Diamond Dogs nodded and made their retreat by either machine or underground. “They’re retreating, but why?”

“Oh no! I think I know why! Hurry, sister! We must go to Ponyville!” Celestia gasped. The two Alicorns flew into the air, knowing that they’ll be needed in Ponyville soon.

Elsewhere, Private Katoptris was seen following them towards their destination by running after them, knowing that time was something nopony can waste while Loki’s evil is spreading in Equestria.

“Going somewhere, Katoptris?” A sinister voice questioned which Private Katoptris heard. Then, from a flash of dark green light that appeared before the private, stepping out of it was…Loki. The evil Alicorn stood on the rooftop of a building, watching his foe from above.

“Loki!” Private Katoptris snapped with an angered expression. “Why must you always show up at the wrong place at the wrong time?”

“Maybe it is not me, maybe it is you. After all, it seems that you always late during times like this.” Loki taunted slyly.

“I never do that! I’m going to finish this battle, here and now!” Private Katoptris declared with a determined expression while levitating his spear up.

“You are joking, I assume? You must be joking.” Loki muttered, raising an eyebrow. “I’m serious here!” Private Katoptris snapped. “Oh right, you are…” Loki commented sarcastically. “If I remember correctly, the last time I faced you was after Twilight Sparkle’s acceptance to that School for Gifted Unicorns…”

“Princess Celestia and Princess Luna have their hooves full already! It’s time I stopped you myself!” Private Katoptris shouted.

Soon, the unicorn took a jumping start over the building’s structure and was running on the building to get up to Loki. But the villain smirked before jumping off the building and diving down with a calm performance while flying down. Once the villainous alicorn landed on the ground, Private Katoptris was at the top, but jumped down for the two to have a stare off.

“So, you are prepared, then of course…” Loki said casually as he saw that Private Katoptris wants to fight him. Then, his horn glowed as gold armor along with a gold helmet with horns that were curved back on it appeared on him as he declared, “Let us begin!”

“It is on!” Private Katoptris responded back in accepting the challenge from his enemy. The song One Winged Angel from the Final Fantasy games began to play. Without another moment later, both fighters charged against each other and clashed their horns. CLASH! Loki and Private Katoptris were at first, a lock before it impacted them away from each other. They skidded across the ground before clashing horns.

“It is over!” Loki announced, lowering his horn for another attack. BAM! Then, he fired a spell at his target. “Whoa!” Private Katoptris yelped as he dodged the attack and went on defense. POW! At the last break, the unicorn private levitated his spear out to block the attack which ceased when it hit the spear and didn’t damage him. “It’ll take more than firing those spells to stop me, Loki!” Private Katoptris remarked.

“Oh, believe me, as a god, I am just warming up!” Loki declared with an evil smirk. Now that really left an annoyed expression on the private’s face as he and the villain went hoof to hoof on clashing once again. CLASH! CLASH! CLASH! But so far, it looked like while Private Katoptris was on the offense side, Loki was more on the defense side, taking the attacks without resorting to attack back.

“Fight back!” Private Katoptris snapped as he saw that his enemy wasn’t putting enough effort into the attack. “Like this? GRAAAAAAAAAH!” Loki smirked before he did what his opponent asked for.

SLASH! SLASH! Soon, he was slashing his hooves left and right. Private Katoptris was almost caught unaware if he hadn’t jumped and dodged away in time.

“Like that.” Private Katoptris nodded while he rolled his eyes. “It’s over for you, Private Katoptris!” Loki announced, lowering his horn again. “Whoa!” Private Katoptris yelped as he got on the defense side again. POW! Once again, he levitated his weapon up again to block the attack.

“This is getting old. RARGH!” The private yelled, charging and soon clashing against Loki’s spot. “GAH!” Loki yelped. “Now, you are trying too hard now!” He began taking the offense side again and began slashing Private Katoptris who dodged the attacks.

“This horn isn’t just for show!” Private Katoptris remarked as he tackled the villain for more weapon slashing action. “ARGGGGH!” Loki yelled. “Keep this up and I might eventually get serious unless this is over with…NOW!”

“The only thing over here is me fighting you! I’ll keep doing the same thing if you can’t be more creative!” Private Katoptris declared before once again going to defense. POW! Once again, his weapon took the hit from Loki’s spell. Then, he and Loki began clashing (spear against horn) again, this time, the private managed to get in a few shots before the villain was sent backwards.

“Then this time, try to keep up.” Loki smirked. “Hmm…I guess I should use a Lightning Spell to change things.” Private Katoptris muttered while his horn glowed and sent a lightning bolt into the air. ZAP! Then, from above Loki, a lightning bolt was shot down which electrocuted the villain.

“RARGH!” He yelped from the shock. “My apologizes, keep trying!” Loki shrugged off the effects from the spell and almost slashed his hooves against Private Katoptris if he hadn’t dodged in time. “Too close!” Private Katoptris yelped before he delivered a slash and something happened.

CLASH! A barrier wrapped around Loki, protecting him.

“What?” Private Katoptris asked, continuing to slash in confusion even while the villain moved freely and noticed his opponent was having difficulty.

“Maybe I shall end this, GRAAAAAGH!” Loki remarked as he delivered a slash that would’ve cut the bottom of Private Katoptris’s armor in half if he hadn’t jumped. “Grr, time to fight this god with fire…” Private Katoptris growled.

He summoned a glowing yellow sphere in the air and while Loki didn’t notice, it landed near him. POW! The sphere exploded in a bright explosion wave that covered the villain and faded afterwards so nothing would catch on fire.

“Hmm…petty imitation of dragon’s fire.” Loki commented, trying to slash his opponent again with his hooves.

Private Katoptris flipped in midair while Loki either slashed his hooves or fired a spell at him. But on the right moment when Loki was distracted, Private Katoptris jumped and attacked.

“I have you now!” He yelled. Soon, Private Katoptris swung his spear like a boomerang at his opponent which Loki blocked with ease. Then, the private launched the same fire spell he used earlier which caught Loki by surprise. “I am beginning to grow bored of this.” Loki growled. “RAAAAARGH!”

Now, he was slashing his hooves faster that even Private Katoptris had to dodge by flipping high in the air several times to dodge the villain’s attacks.

“Gotcha!” Private Katoptris shouted as he quickly went on the offense side in striking a few blows with his spear before he unleashed another spell. ZAP! Soon, another lightning bolt was fired from the air which shot an electrical strike on the villainous Alicorn.

“Enough petty games! BWAHAHAHAHAHAHA!” Loki shouted, vanishing and reappearing with a surprise twist. WOOOOOSSSSH! Soon, from above the skies, Loki dove onto the ground where Private Katoptris once stood if he didn’t leave.

“That looks bad…” Private Katoptris muttered to himself with a sweat drop. “GRAAAAAH!” Loki cried out. He then vanished again; Private Katoptris then realized what his foe was doing and had to move quickly. POW!

Again, Loki reappeared and delivered a hoof bashing blow to the ground which created an explosive crater in it’s wake. POOF! Then, he vanished again, only to repeat the step again, but Private Katoptris teleported out of harm’s way in time.

“I will stop you!” Private Katoptris shouted as he dove to slash his opponent when he stood and froze for a bit, but that wasn’t enough damage.

The private backed away from Loki and launched another fire spell from his horn which collided against Loki which damaged him. “Big mistake; MWAHAHAHAHAHA!” Loki cackled, jumping into the air and vanishing.

WOOOOOOOOSH! Then, he dove from the sky to deliver a bigger crater explosive impact on the ground.

“Stand still!” The evil Alicorn snapped when he missed and vanished. “Like THAT would be possible…” Private Katoptris grumbled. POOF! Then, Loki reappeared, did the same attack, but missed the private again.

“RAAAAAAAAAAAAAARRGH!” Loki snarled, vanishing so quickly and appearing almost right next to Private Katoptris for…POW! That strike was almost ten feet and Private Katoptris managed to teleport away before his enemy’s hooves hit him.

“This time, I’ve got you!” Private Katoptris shouted as he charged when the explosive force was gone and clashed his spear against Loki’s hooves. POW! Then, the private launched a fireball directly in front of his opponent without taking cover. “GAH!” Loki yelped from the sudden impact from the attack. Private Katoptris summoned another lightning spell. ZAP!

“GRAAAAAAAAAAAAAAAAAAAAH!” Loki screamed out before he got blasted a few feet back and landed on the ground, almost looking like he was…finished. “It’s over, Loki!” Private Katoptris declared while he towered over the villain.

“Hmm, then tell me, why do you fight?” Loki chuckled evilly. “If you are not so distant from your captain and the princesses , you could have done more than simple ponies against a greater force of darkness!”

“Grr…shut up!” Private Katoptris snapped in annoyed fury. But then, Loki quickly clashed his hooves against Private Katoptris’s spear, trying to strike him.

“AAAAAAAAAAAAAAAAAGRH!” Private Katoptris cried out as he was sent flying from Loki’s strike.

Loki was already standing up when he took notice that Private Katoptris was down and lying from a distance. “I apologize, that might have been a little too much, but let this be a lesson. Do not lose your temper or victory will slip through your clutches.” Loki remarked. Private Katoptris braced himself for a powerful attack by Loki that could end the unicorn private’s life.

“Ugh…” He groaned, trying to get up and fight Loki again. He yelped when he noticed that the villain was pointing his horn right at him. “I could just end this fight here and now, if I wanted to!” Loki exclaimed with a wicked smile.

“Then…why don’t you?” Private Katoptris demanded. “Because I can.” Loki smirked. “I shall spare you…for now. For the next time we battle, I desire to defeat you and the princesses together!”

“Don’t you realize that by doing that, you’re spelling your own downfall?” Private Katoptris asked as he got back on his hooves again. “It is already a downfall, but more of the destruction of my enemies and those who stand in my way! I look forward to the end of them. And there is nothing either you, Private Katoptris or the Princesses can do to stop it because…” Loki answered while his armor vanished before he vanished in a flash of dark green light.

“You lost!” His voice was heard saying, the flash of light disappearing. “It’s never over…” Private Katoptris panted with an irritated expression. Then, the private quickly ran out of sight.

Loki returned to the ruins (it didn’t get burned during the forest fire) to the smirking Trixie’s notice as she announced, “Mission was a success. We got the brats and here’s a big surprise: we got Spike as well, not that clone they sent.”

“I see…” Loki mused with an evil smile. “Let us greet our guests, shall we?”

Loki and Trixie go to where the Elements were once stored and met the Cutie Mark Crusaders who were being held by the Diamond Dogs and General Shield Strike’s soldiers.

Spot snapped, “Stop moving, it’s very annoying!”

“Let us go!” Sweetie Belle demanded. “Greetings, fillies. Did you miss me? Well, well, I must admit, you using a clone of Spike like Trixie was a bold move.” Loki taunted with a smirk.

“What do you mean by that?!” The Spike clone snarled to Loki, making him gasp in pretend surprise.

“Oh dear, have I spoiled something? Shield Strike, I must admit: you and your soldiers did an excellent job capturing these foals and bringing them here.”

“Thank you.” General Shield Strike said with an evil smile while bowing. “I have to admit, I wish I have finished off the whiney unicorn shela, but my soldiers and I finished the mission after all; every single one of them are useless ponies.”

“Oh, is that so? Shield Strike, do you hate our enemies enough to kill the young ones?” Loki asked in amusement.

General Shield Strike was shocked by the question as he responded, “I may hate them, but I draw the line at killing foals! Killing young ones is low, even for the strongest warrior in all of Equestria.”

“Ya can let us go, ya know!” Apple Bloom snapped. “Little filly, close your mouth when adults are talking!” Rover scolded in annoyance.

Loki turned around, heading towards the pedestals while saying, “I must say, the next part in Phase 3 will be a success. Those so called Elements of Harmony shall have to come run and save you three…but it shall be their downfall!”

“You know, it’s because of this, he’ll hate you.” Scootaloo remarked to Loki who paused with his back turned.

“What is that supposed to mean?”

“You’re a monster!”

Quick as a flash, Loki fired a knife at Scootaloo’s cheek, leaving a bloody mark.

“Listen here, you flightless brat! You do not know how many years I have spent, believing I was not the last of my kind and a monster that parents tell their foals about at night! Thor should be grateful that he wasn’t in my way when my army attacked!” Loki ranted. “He never loved me!”

“What are you talking about?” Scootaloo demanded in pain.

“I know of how you look up to Rainbow Dash and how you treat her like an older sister…ha! She does not care for you, to her, you are nothing more than a dodo bird that cannot fly! Why, you and your friends even did an embarrassing article on her in that ‘Foal Free Press’ newspaper of yours! Do you believe she wants to take you under her wing after that?” Loki smirked evilly.

“That’s…that’s not right! Rainbow Dash does care for me! She was upset for the whole Gabby Gums article, but she forgave me and took me under her wing when we went camping with Applejack, Rarity, Sweetie Belle, and Apple Bloom! You don’t know her like I do!”

“Oh please!” Loki scoffed. “Your relationship is based on a lie! She does not have time for you, do not even bother!”

“Shut up! Leave Scootaloo alone! Rainbow does care for her like how Rarity cares for me!” Sweetie Belle snapped angrily. Hearing this gave Loki a sinister idea.

“So, you believe that your older sister loves you?”

Sweetie Belle answered, “I don’t think! I know Rarity loves me!”

“Are you sure enough that she cares about you more than fashion?” Loki asked.

“I’m positive!”

“Well, let us see what happens when those so-called sisters and their friends rescue you. They shall find a way here, so sit tight.” Loki said calmly while he hid an evil smile.

Leaving the other two fillies to comfort Scootaloo, the villain smirked. Everything was going as Loki planned it…

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart.

Celestia and Luna arrived in Ponyville, knowing that once again, they arrived too late, but the Alicorns took precaution in stopping at a certain place in time to get a familiar box that Celestia was levitating behind her. The Princesses arrived at the library as the nurses were helping the ponies who were knocked out by General Shield Strike recover.

“I presume we are too late once again…” Celestia sighed grimly to Twilight.

“Yeah, those jerks had done another attack! They tricked Diamond Tiara and Silver Spoon into causing a forest fire, distracting most of us, so the Red Devil and his soldiers would kidnap the Cutie Mark Crusaders!” Rainbow explained. “And have Gilda attack me.” Fluttershy shuttered in fright.

“Ponyville wasn’t the only place under attack! Canterlot was attacked as well.” Luna said grimly. “Loki kept us from coming here sooner with his Diamond Dogs.”

“Great…What does he want to gain with kidnapping three fillies?” Shining Armor groaned.

“Ain’t it obvious?” Applejack asked. “He wants us to rescue them and to put us in a trap! Come on, I’ve seen movies like this before.”

“But what other choice do we have? Loki will hurt the Cutie Mark Crusaders just like he killed Dinky...and made Thor go away.” Twilight questioned sadly. “It isn’t your fault, Twily.” Shining Armor reassured as he patted his sister on the back. “We’ll go rescue them and defeat Loki, bringing him to justice.”

“But how? We don’t know where he is!” Pinkie exclaimed to Shining Armor.

“I know…” Luna said. “Loki is in the ruins where the Elements of Harmony are stored in the Everfree Forest where you turned me back to normal.”

“How do you know this, sister?” Celestia asked in curiosity.

“Yesterday, I sensed he was hidden there with his army. I believe he set up a magic barrier around the ruins to prevent it from burning down during the forest fire.”

The ponies nodded in concern since they knew the place that she was talking about. Rainbow paused and went over to a bookshelf while remarking, “Gotta get my Daring Do book.”

“How can ya go get your Darin’ Do book when Scootaloo and her friends are possibly in danger now?” Applejack demanded to Rainbow in annoyance.

“Hey, time waits for nopony…or Daring Do books!”

Applejack sighed in annoyance as Rainbow grabbed her book and noticed a message on the wall written in blood.

‘Attention, foolish ponies!

As you are aware by now, my army has captured your foals. If you wish for their safety, bring the Elements of Harmony to the ruins where the Elements were once held in the Everfree Forest before sun rise. Failure is not an option. You will all fall before me! Kneel before your future king!

-Loki’

“Ugh...HE was here?” Rainbow groaned in disgust before she turned to the other ponies who stared at her in confusion. “Uh, what?”

“You mean to tell us…that Loki was in this library and vandalized the back of the inside of one of my shelves by writing a threatening message…and nopony bothered to tell me?” Twilight asked Rainbow with a shocked expression, twitching her eyes in fury.

“Why do you ask?”

Twilight growled furiously and got in Rainbow’s face, causing her friend to yelp.

“YOU IDIOT! JUST BECAUSE NOPONY TOLD ME BEFORE, THOR’S NOW GONE, THE CUTIE MARK CRUSADERS AND THE SPIKE CLONE HAVE BEEN CAPTURED, AND ALL OF EQUESTRIA IS IN DANGER!” Twilight screamed in fury. “Twilight, Twilight! Easy!” Fluttershy exclaimed with a worried expression.

“I know this looks bad, but calm down!” Pinkie yelled in horror. For a moment, it doesn’t look like there’s nothing to calm Twilight down…until Celestia put her hoof on her shoulder, making the lavender unicorn turn towards her.

“I know you’re upset, Twilight, but will hurting one of your best friends make anything better?” Celestia asked calmly. Twilight hesitated, then sadly calmed down. “You’re right, Rainbow. I’m sorry…it’s just…our new friendship with Thor broke up…and all of Equestria is being victims of a monster who is his adoptive brother! I don’t know what to do.” Twilight sighed sadly.

“It’s ok, Twilight. We’ll fix this somehow.”

“We just need to stop Loki, but that depends on getting to the ruins.” Shining Armor said grimly. “Wait…I think I know…Rainbow’s security cameras.” Twilight gasped as she levitated a monitor that was nearby close to her.

“What now?” Applejack asked in confusion. Rainbow facehoofed herself, knowing she forgot to tell her friends about the cameras.

“Her security cameras, she planted them all over Equestria. I saw something a little while ago before the Crystal Empire incident. Maybe…”

Twilight levitated the remote and began flipping through the channels, Rainbow backing away nervously. One of the channels showed Fluttershy’s bedroom as Angel is seen jumping up and down on the bed.

“Hey, that looks like my bedroom; the fire didn’t damage my cottage!” Fluttershy gasped in relief. Twilight switched the channel, showing Pinkie’s room in Sugercube Corner. It showed that her TV was on. Rarity, who was recovering still, asked, “Wait, you left your TV on?”

“Well, duh! That way I won’t miss my favorite shows, silly!” Pinkie giggled. Twilight switched the channel again, showing Carousel Boutique. Rarity’s cat, Opalescence is seen playing with a ball of yarn; nothing interesting was happening.

Rarity glared at Rainbow and demanded, “Rainbow Dash, why have you set up security cameras in our homes?”

“Uh…in case of thieves.” Rainbow laughed nervously. “I mean, it’s not like I’m using them to spy on you all or see what the Wonderbolts do before they go to bed.”

“In fact, look! There’s a camera in Soarin’s bathroom right now!” Pinkie exclaimed as one of the channels show Soarin’ flexing in front of a mirror, the Pegasus unaware of the camera watching his or his team’s every moves right now.

Twilight switched the channel; it showed an image of the group looking at the monitor. They turned and saw one of the security cameras nearby, much to their surprise. “How long has this been there?” Twilight asked Rainbow who chuckled nervously.

The lavender unicorn continued flipping channels, showing Sugercube Corner, the Wonderbolts Academy, Rainbow’s cloud home near Ponyville, and the throne room in Canterlot.

“Ah, there’s the throne room which Rainbow booby-trapped it to drop a sugar bomb every time.” Twilight mused. “Oh yes, I was wondering about that.” Celestia grumbled, glaring at Rainbow who smiled sheepishly.

Twilight switched the channels some more until she found one for the ruin’s main area.

“There it is! Nothing much to say!”

“I can grab the map to track the coordinates just in case we don’t remember where it is.” Rainbow said as she rummaged through one of the cubby holes on the wall.

“Well, hurry, please!” Luna insisted, watching Rainbow continue. This goes on for a few seconds or so. The group noticed a meeting happening. “What are they talking about now?” Fluttershy asked in curiosity.

Of course, Discord appeared in front of the camera while remarking, “Spying on us, are you? Naughty, naughty.” The evil Draconequus then punched the screen, causing it to go static. It’s obvious that Discord had destroyed the camera.

“Well, so much for that…” Shining Armor sighed. “Rainbow?”

“Luckily, I tracked the footage before Discord destroyed the camera. I found the map.” Rainbow explained. She pulled out a piece of parchment with a map drawn on it. “It’s not needed, Rainbow.” Celestia told her.

“Ok.” Rainbow shrugged. She put the map back. “Good, then it’s time we show those creeps what they deserve!” Applejack exclaimed with a determined expression.

“Not without a plan!” Twilight insisted. “We need the Elements before we rush in.”

“I knew you were going to say that.” Luna chuckled while Celestia levitated a familiar case over to Twilight. “We knew the Elements would be needed, so we stopped by the vault before coming here.”

“Good, we’ve got a chance!”

“Go forth, ponies. The fate of Equestria is in your hooves now.” Celestia said before turning to Rainbow. “And when you and your friends get back, Rainbow Dash, I’ll have a word with you on spying on ponies and booby-trapping the throne room.”

“Busted!” Pinkie laughed as Rainbow chuckled nervously.

At this moment, the scene then showed what is happening with Spike (the real one) and a not so corporative Thor. As they reached a certain hill top, they took a moment to gaze from it in seeing just where they were at this time. The duo was by the borders from far to the west of Equestria which lay cliffs and waterfalls on the mountain ranges. Straight ahead from the group was a city with shining buildings made out of gold with a castle gleaming in the center of the city. This was the place Celestia was talking about, the place where she instructed Spike to take Thor to what was known as: Ponyheim.

“Unbelievable!” Spike gasped in amazement, taking in his surroundings. “It is nothing much, but it is my home…” Thor grumbled in a non-caring attitude.

“So, this is Ponyheim? Twilight has read about it to me, but this is my first time witnessing it.” Spike explained happily. “Come on, let’s get going!”

The baby dragon gestured for Thor to come along, knowing where they were going next. With that, the two were jumping (Thor just flew above it) down a nice slop before touching the ground. Right now, all Thor hoped was that this trip would be over…and to be left alone with his emotions still scarred as he landed behind Spike.

“Hey, Thor, quit lagging behind! We gotta get moving!” Spike called out as he noticed that Thor was dragging his hooves.

“Humph! Like you want to return home to come and see this…” Thor grumbled, looking away. “Come on, Thor! I’m just concerned of going to this place as you are!” Spike protested with a worried expression.

“Look, will you shut it and stop being kind to me?!” Thor shouted. “I was only concerned of you, Thor.” Spike sighed sadly.

“Well, here’s a fact: my brother and I were close as colts until I found out he was an Ice Pony!” Thor snapped angrily. “Now he does not love me!”

“Ok, I may not know what’s going on in that head of yours, but you take back what you said about me and my friends!” Spike yelled.

“Why do you not make me?!” Thor retorted angrily. “Hey, cut it out! Look, everything in your life and my friends’ lives were fine and happy before Loki came into the picture and now look! Our friendship has broken up! The only thing to trust now is Princess Celestia. She can stop Loki’s reign for good before his evil brings even more chaos to Equestria than we already have.” Spike explained while he looked at Thor as they walked some more.

“Humph!” Thor scoffed. “Yes, she did a marvelous job from the times with Nightmare Moon, King Sombra, and Discord. When the three villains returned, she did nothing, but leave her student to fix the problem! And you must not forget the time when she was beaten by a Changeling when Queen Chrysalis tricked her into thinking she was the Crystal Princess!”

“Princess Celestia will stop him, Thor!” Spike countered nervously. “Your brother is an evil—“

“SHUT IT, YOU HORRIBLE CREATURE!!!” Thor snapped. “Ugh, how much longer until we reach the city?” Spike groaned in hearing Thor’s insult until…”Oh, we’re here!”

Just like that, the duo had reached the city and began walking in.

“Now, stay with me and don’t do anything rash, ok?” Spike asked. “Who would do something that ridiculous in the city leading to my home?” Thor grumbled.

“Uh-oh! Enemies at 12:00!” Spike exclaimed, pointing to two figures flying towards them.

Suddenly, when they landed, one of the figures, a sea green alicorn mare, levitated Spike up to her face. “YOU DARE TRASPASS INTO THE KINGDOM OF PONYHEIM!?” She demanded angrily. “THOR, HEEEEEEEEEEEEEEEEEEEEELP!” Spike screamed, but Thor winced in disgust.

“Alright, dear. You may let him go now.” The second figure, a white alicorn stallion who was supposedly her husband, commanded. The first alicorn levitated Spike back on the ground in surprise while sighing.

“Oh! I apologize; it’s just that I’ve never seen a dragon before! I did not mean to frighten you.” The alicorn mare named Frigga giggled nervously.

“Yes, but unlike his brethren, he acts different…He is known for being friends with ponies than other dragons. Princess Celestia spoke that he was coming.” The alicorn stallion named Odin mused. “I understand, daring.” Frigga nodded with a smile. “And yet again, I am sorry, young dragon.”

“It’s fine…” Spike stated with a blank expression. “Greetings, young dragon. I am Odin, ruler of Ponyheim.” The second alicorn greeted. “And you already know Frigga, my wife and co-ruler of Ponyheim.”

“We have been introduced!” Frigga exclaimed happily. “And you are?” Odin asked Spike.

“Forgive me, your highnesses.” Spike said, bowing before Odin and Frigga. “I’m Spike, Princess Celestia’s student’s assistant.”

“My, it appears that you are one special dragon to befriend ponies and all…” Frigga mused.

“Thanks!” Spike grinned. “We know much about how you and the Elements of Harmony have saved Equestria on multiple occasions.” Odin nodded in amusement. “Even we have heard how you retrieved the Crystal Heart to save an entire empire while Princess Celestia’s student was caught in King Sombra’s trap.” Frigga added with a kind expression.

“Indeed, I, for one, never expected a young dragon such as yourself to save the Crystal Empire. You must be very brave to do such an action.” Odin complimented honestly. “Um…thanks, it was nothing.” Spike said with a sheepish expression while he scratched the back of his head.

“Humph! What a waste of time! We have come all this way here and you are all discussing not seeing that I am standing right here!” Thor complained in annoyance. “What kind of parents are you?!”

“Come on! They’re just being friendly with us!” Spike protested before he turned back to Odin and Frigga. “Oops! We just got carried away there! Anyways, I came to bring your son here for his protection.”

“A noble deed on Princess Celestia’s half…” Odin nodded. “Noble? NOBLE?!” Thor repeated angrily. “What is so NOBLE that you never told me that my brother is a monster and that he never loved me!”

“You are not wise to talk to your father that way, young stallion! I’m your mother and you should listen to your father and I!” Frigga scolded her son sternly.

“I believe he understands, darling.” Odin interrupted, holding his hoof up so his wife doesn’t go too harsh on Thor while she sighed again. “My apologizes, Thor. We are just so glad you’re safe from Loki now.” Frigga sighed as she and Odin hugged their son.

“I knew this day was going to come when the word of Loki’s true parentage would reach our real son.” Odin sighed, breaking the hug. “If you have something to say, I shall hear about it.”

“Fine! We can get to somewhere!” Thor groaned rudely. “Why I was neither told about my brother’s true parentage, but from a notebook that Twilight Sparkle owned and a story from the Princesses! About what TRULY happened during the Ice Pony War! What happened to my brother’s real father!”

“We were meaning to tell you, but Loki had beat you to the throne room and found out first.” Odin explained. “What happened? I JUST SAID I KNOW! About how Celestia found my brother abandoned and gave him to you to raise as your own!” Thor snapped.

“Thor, listen! You and Loki have loved each other like brothers as colts!” Spike tried to explain before he looked at the ground in sadness. “It’s the cause of hatred, jealousy, and hunger for power! He killed innocent ponies including…Twilight’s foalhood friend, Dinky.”

“It is true that when my husband told him about his true parentage and lost his temper at him.” Frigga nodded in agreement. “Tell us, Thor. What do you truly believe how the ponies of Equestria to be truly of their nature?” Odin asked his son. “What is that supposed to mean?! I KNOW WHAT THEY ARE! They are lying, deceitful, uncaring--” Thor began, but was cut off by Odin.

“But is that how you truly see them? Or is this how you want them to be seen?” Odin interrupted. “Father, what are you talking about?” Thor asked in confusion.

“Tell me, do you remember how you first met Twilight Sparkle and her friends? Do they firmly fit the description that you are telling us?” Odin asked. “Well, yes.” Thor answered quietly.

“Think hard deeply…remember how they reacted when they saw you. And the picture you shall seek will soon come to you.” Odin explained calmly.

Thor had no idea what his father was thinking about, but he sighed and did as he was told. He recalled how he met the Main Six and Spike while they were having a picnic and they were incredibly friendly and caring towards him. They were getting to know him during the Mayor and Celestia’s warning announcement and introduced him to Shining Armor who was happy to meet him. He then thought about how he saved Twilight’s life when Loki was just about to kill her and her friends complimented on his braveness. After reliving those memories, the angry feeling in Thor’s heart began to fade a little.

“It would seem you are finding the answer that puzzled you, my son.” Odin mused while seeing the new expression Thor was showing. “Who would have thought that they were so kind to me even though we just met?” Thor asked sadly. “But that still does not explain that notebook!”

“Oh brother, not this again!” Spike groaned as he facepalmed himself. “I tried to convince him, but he wouldn’t listen!”

“I see…now tell us, Thor, did you read all of the notes regarding Ponyheim?” Odin asked. “All of it?” Thor repeated in confusion.

“Surely, if Twilight Sparkle and her friends are as bad as you say they are, then you would have been very thorough in searching for the truth.” Frigga nodded. “Um, that is to say…no.” Thor said sheepishly.

“You see, Thor; you jumped to conclusions before understanding everything.” Spike explained with an honest expression, reaching out into his bag to pull out…a familiar notebook. “Here, Twilight let me bring her notebook along, believing you would read something you missed.”

Thor looked a little puzzled as he levitated the notebook towards him and he turned to the same notes about the Ice Ponies, making him groan in disgust. On the next set of notes, there was something that made Thor’s eyes widen in shock.

‘Thor is the Ponyheim god of thunder and son of the rulers, Odin and Frigga. He wields a hammer that controls the weather and summons lightning. Side notes: I think it’s super cool that this Thor pony can control thunder and lightning. He would make one awesome ruler of Ponyheim. If I ever met him, I bet we’ll be like friends and I would tell him how cool he’ll be once he rules his kingdom.’

Soon, the notebook fell to the ground, it made a light impact, but the expression Thor was showing was more stunned and disbelief than he ever was. He dropped to the ground, his hooves shaking uncontrollably.

“Uh-oh, I smell emotional drama coming…” Spike commented.

“It is all my fault…” Thor muttered nervously. “How could have I been so foolish? I insulted my new friends, pushed them away, and even hurt them. I have probably become just another Loki menace to them. I feel like…no pony will accept my apology after what happened!”

“Thor…I’m sorry.” Spike sighed sadly as he placed a claw on Thor’s leg. “Why are you apologizing? I am the one who should be sorry, I took out my anger on everypony, even hurt you.” Thor asked with a sorrowful expression.

“Well, that is true.” Spike said. “But-but then again, maybe some of us should say sorry for what’s happened to you.”

“If only that would matter, I have no friends, my brother hates and wants to kill me, and my friendship with you, Twilight, and her friends has broken up. But what will they do to react when I return to help them?” Thor asked sadly.

“Be patient, my son. Your father will discuss that.” Frigga commanded. “You must make a choice, Thor. You either can leave behind the ponies of Equestria or return to help set things right with Loki even if it means risking forgetting about your actions.” Odin explained. “Do you need time to decide?”

“Yes, give me a moment.” Thor answered. “Of course, your mother and I shall turn around and wait when you have come to terms with yourself.” Odin nodded with an understanding expression.

With that, he and Frigga turned away with their backs facing them. The only one to comfort Thor in his long period of thought was Spike.

“What am I going to do, Spike? Stay home or return to Equestria where I am not wanted?” Thor asked as he stared at his hooves. “Somehow, I am wishing that this is all a nightmare.”

“Tell me about it, but you gotta put your past behind you. Bad things happen and you can’t do anything about them, so the best conclusion is to just forget about it.” Spike advised.

“You…truly believe…that Twilight and her friends will accept me as their friend again?” Thor asked hopefully. “Of course they would! If you say you’re honestly sorry, I’m sure Twilight and her friends can forgive you, Thor!” Spike nodded with a smile.

Thor smiled and nodded in hearing this and liking the sound of this. “Mother, Father!” He called out to the two Alicorns.

“Judging by your expression, I see you have reached your conclusion.” Frigga smiled kindly while she and Odin turned around. “Which choice did you pick that will affect your life at this moment?” Odin asked.

“At first, I did not know which one was right for me, but I have made my decision!” Thor answered. “I am…going back!”

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 from Deviantart. I also don't own the songs Riders of Rohan and Click, Click Boom.

“Ok, this must be the place.” Twilight said, arriving with her friends at their location: the ruins where the Elements of Harmony were once stored. Luna had teleported them there before leaving so Loki doesn’t attack Ponyville while they are gone. “I still say that this is a trap…” Applejack mumbled as she and her friends move on across a bridge. “Loki is gonna mess with us over the first chance we get.”

“Oh relax, AJ. Loki needs the Elements, so he will get them…right in the gut and we’ll send him packing just like we did with Nightmare Moon and Discord!” Rainbow said with a determined expression.

“Let’s not overestimate this villain. He appears to be a step ahead of us.”

“Shouldn’t we at least wait until Spike gets here?” Fluttershy asked nervously. “That way we would stand a chance, right?”

“A chance, yeah…but we don’t know when they’ll get back and if they show up at sun rise, we’ll be too late. And we won’t know what happens until…” Twilight explained. “We’re here!” Pinkie announced happily.

The Mane Six soon found themselves in front of familiar ruins, the same way it was the last time they visited. It’s no wonder why Loki and his army had chosen this place to be their hideout.

“Here it is: just as we remember it.”

The front gates opened up, much to their notice. Fluttershy pointed out, “Look, they opened the gates for us…oh, I have a bad feeling about this.”

“I know, keep on your hooves, girls.” Twilight warned sternly.

The mares entered the ruins and right into the entrance room. Sinister laughter was heard throughout the ruins, it doesn’t take a genius to guess whose laughter it belonged to.

“Alright, Loki; you brute, come out here this instance!” Rarity demanded angrily. “Are you sure? Because you will not enjoy it.” A familiar voice taunted sinisterly.

“Why won’t we like it?” Pinkie asked in confusion. The ponies yelped as a familiar villain appeared in a flash of dark green light: Loki in all his evil.

“Simple, because I have the advantage here. Unlike your enemies from before.”

“Yeah, overconfident…” Rainbow grumbled in amusement. “We have the Elements, so give us back the fillies!” Twilight demanded. Loki scoffed, “There was nothing I said about letting them go.”

“But you said—“ Rainbow began, but Loki cut her off. “That you would be able to see them again.” Loki finished as he gestured to the Cutie Mark Crusaders chained. “But if you want the fillies back so badly…how about a fight?”

The ponies heard movement, seeing their old enemies (except for General Shield Strike who was a new villain to them), even Discord appeared in his usual way. The Draconequus remarked, “I told you it was naughty to spy.”

“Oh shut up, Discord! You allowed us to spy on you just to get us here!” Rainbow snapped. “And here we are!”

“Ready to get embarrassed?! You ponies are done for; Loki will win once we pound your flanks into the ground!” Trixie retorted.

“Trixie, I thought you knew better! I didn’t allow Rainbow to chase you because I wanted you to think about your bragging and boasting!” Twilight yelled. “What happened to change all that?!”

“Like I’ll tell you, Twilight Dorkle!”

“Hey! Watch what you call my friend, Trixie!” Fluttershy snapped.

“Oh, what? You wanna fight for real now, Klutzershy?” Gilda taunted evilly. “Hahahahahaha! Give one to the birdie!” Rover laughed while Spot and Fido joined in.

“You despicable mutts! I’ll give you something!” Rarity snapped furiously at them.

“Just one thing: you’re going down, shelas! I killed a griffin with my bare hooves and I believe I’ll do the same to you six!” General Shield Strike remarked with a sly smile, adjusting his helmet.

“We’re gonna defeat ya, ya monstrous devil!” Applejack scowled. “What ya did to Rarity and kidnappin’ my sister and her friends is too low!”

“Tough talk coming from a cowmare!”

“Stop callin’ me that!”

The two sides continued throwing insults at one another until Loki yelled, “Silence!”

Both sides turned to see Loki casually standing there (not in his armor).

“Now that we all had our chance to speak, why don’t we start?” Loki asked both sides with a sly grin. “That’s fine with me!” Rainbow growled.

Loki smirked, “Well then…begin! Enjoy yourselves! I have a matter to settle.” The Alicorn vanished in a flash of dark green light.

“Gilda’s mine!” Rainbow snapped to the griffin. “I’ll handle the con artists.” Applejack declared as she glared at Flim and Flam.

“Oh, oh! I wanna fight Discord! Let me fight him!” Pinkie giggled happily. “I’ll handle those gem hunting mutts.” Rarity said sternly. “I can handle Trixie and General Shield Strike.” Twilight said with a determined expression.

“I guess that leads me with the soldiers. Eeep!” Fluttershy yelped, noticing that the soldiers were glaring at her.

Before anypony knew, The Riders of Rohan from the Lord of the Rings: The Two Towers began playing in the background.

“You think it’s wise for them to go?” Luna asked Celestia in concern as the two Alicorns returned to Canterlot. “Loki isn’t an opponent to underestimate.”

“Yes, I know, but we can only hope that Twilight and her friends can stop him…or at least enough when we send them some help.” Celestia answered sternly.

“Sorry, but help is not an option, Princess Celestia!” A familiar voice taunted. The two Alicorns saw a familiar figure appear right in front of them.

“Loki, shouldn’t you be at the ruins with your so called army?”

“They can do well without me. For now, we shall deal with some business; your demise!”

“If you want to kill my sister, then you have to go through me.” Luna said with a stern expression as she stood in front of Celestia. Loki glared at Luna as if he accepted her challenge and remarked, “Move, please!”

“Funny, for a serious villain, you said ‘please’.”

“Princess Luna, move out of the way! I shall kill you last!”

“I don’t care! I’ll defend my sister even if it costs my life!” Luna declared. “I must warn you, I will defend my subjects to death if I must.” Celestia said, moving past Luna.

“Best suggestion I have ever heard!”

Loki’s horn glowed and his armor and helmet appeared again on his body. The two clashed their horns against each other…while clashing, Loki shoved Celestia away.

The villain gives the ‘come at me, bro’ gesture and the two continue. Loki hit Celestia who then retaliated by bucking him to the ground. The Alicorn knocked Celestia off of her hooves. She got up, but Loki then, much to her shock, stepped in front of her. The villain then fired a spell, sending the princess to the ground.

“Weak as usual; you did not act against your sister, King Sombra, or Discord and got beaten by a Changeling who impersonated your niece!” Loki taunted, preparing to deliver the final blow. But before he could do so, Luna stopped him, pleading as tears came out of her eyes, “Stop! She’s my sister! I care for her!”

“Shut it, Princess Luna! You cannot stop me!”

“Loki, please! Would you do the same for Thor if he was in this situation?”

Loki hesitated a bit as his armor vanished again; this moment causing an awkward atmosphere.

Soon, the villain snapped, “You are lucky that I have more IMPORTANT business to attend to! Make no mistake: next time, your next interference…shall be your last.” With that, the villain vanished, leaving Luna with her defeated sister.

“Ok, where in Ponyville did those no good brothers get to?” Applejack declared. “Looking for us from above, are you?” Flim’s voice asked out of nowhere which puzzled Applejack.

“We’re right under your nose.” Flam’s voice was heard saying. “BWAHAHAHAHAHAHAHAHAHA!” The brothers cackled as Applejack looked around puzzled, taking out her diamond covered steel with rope on top lasso that Rarity gave her for Hearth’s Warming Eve.

Suddenly, the ground began to shake and the cowmare yelped while trying to keep her balance.

“HOLY APPLE BUCKS!” Applejack yelled. “What’s causin’ the ground to shake?!”

POW! Then suddenly, a few feet away from her, something was busting it’s way out of the ground or in this case, drilling. THUMP! It then shot out and bashed on the ground, causing a shake at this moment as Applejack something…unnatural.

She had a pretty good guess what she was facing was an invention created by Flim and Flam. The creation was a tank that was 50 feet tall with gray and black armor coating. The bottom had seven wheels on both sides; the body was the seating controls for a good number of passengers. The front had a 7 feet long cannon. The back had a low end that could swipe off debris with spikes sticking out. Underneath the front was a huge drill hidden.

“Introducing our latest creation built to ram down and dig tunnels that even the Diamond Dogs could not!” Flim announced. “The Challenger Leopard 8000 is made of the strongest iron withstanding any force of underground nature or enemies alike.” Flam explained proudly.

“With a drill hidden underneath the front, a back for hitting hard objects, and a cannon to blow the opponent away. It’s a model to say, thanks a lot to all that stands in it’s way!” The brothers exclaimed. “Ya’ll expect me to be afraid of somethin’ that doesn’t look like a leopard at all, but a tank with a funny lookin’ tail thing?” Applejack asked sarcastically.

“No, but you’ll be afraid in what we have in store for you.” Flim said with an evil smile. “Yes, a special little somepony that’s joining our cozy ride.” Flam added, smirking. “Applejack, help!” Apple Bloom’s voice was heard screaming as Applejack heard this and gasped.

“Apple Bloom, how’d ya…?” Applejack began. BAM! CLIP! Suddenly, something shot out of the tank’s cannon and was cupped around the Earth Pony’s neck. “What in tarnation?” Applejack asked, seeing that she was collared with a grey band with a yellow gem in the shape of a lightning bolt in the middle. “What’s this thing?”

“Wouldn’t you like to know?” Flim taunted slyly. “But now, I’d start running if I were you.” Flam suggested.

Soon, the tank started to move and Applejack put her war face on and dodge rolled just as the Challenger Leopard zoomed past her. “Ha! I can outrun tanks like yours any day of the week!” Applejack remarked with a cocky expression.

CRASH! Suddenly, the Challenger Leopard made a sharp turn and destroyed a bolder nearby to pieces.

“Ouch, ouch!” Applejack yelped as the rubble hit her while raining down. “Ok, so I gotta be careful in what ya do with swingin’ that tail thing of yours.”

“Oh, you should be worried than that, young mare.” Flim smirked. BIZ! Suddenly, the lightning bolt gem on the gray band around Applejack’s neck before for some reason. “Wait, what’s happenin’?” She asked in confusion.

ZAP! Then, the answer came unexpectedly as even brighter lights were seen inside the Challenger Leopard tank, but what was worse was…the screaming.

“GAAAAAAAAAAAAAAAAAAH!” Apple Bloom’s voice was heard screaming. “Apple Bloom, what happened?!” Applejack exclaimed with a shocked expression.

“The question is what’s happened to you that cause your sister such pain?” Flam corrected. “What are ya sayin’?!” Applejack demanded angrily. “That collar you wear is magically leaking whatever pain you take and young Apple Bloom will take the pain by voltage.” Flim explained.

“However, we advise you to take caution because whatever hurts you is ten times worse for Apple Bloom.” Flam added calmly.

“Oh no! I gotta get my sister outta there!” Applejack yelled, realizing that her sister was in horrible trouble. “Try it if you can. Remember, this tank’s hard to break.” Flim taunted.

“But you, on the other hoof, are not hard to break at all.” Flam remarked with an ego.

“Let’s continue on the pain giving!” They declared out. Now, the drill was rotating fast and the Challenger Leopard was rolling along down where Applejack was.

“Oh boy, I’m in over my head here…” Applejack mumbled nervously.

Gilda smirked sinisterly to Rainbow while taunting, “Alright, Rainbow Crash, your first move!”

“Call me Rainbow Crash one more time and I’ll rip your beak out, you jerk!” Rainbow shouted angrily. “Yeah, yeah, whatever.” Gilda said sarcastically as she rolled her eyes. “Get ready, Gilda! ‘Cause I came prepared!” Rainbow declared, putting on her sunglasses. “Prepare to get Sonic Rainboomed!”

“Really, Dashie? That’s so lame.” Gilda remarked. “What’s wrong, Gilda? Jealous much?” Rainbow shrugged with a sly smile. “Only two can play at this game, Rainbow Crash!” Gilda groaned through gritted teeth as she flew after Rainbow and it was a flying cycle of aerial movement, performed with attacks.

Fluttershy found herself surrounded by soldiers in black armor with green designs. One soldier smirked while saying, “Alright, shy one. Want to play?”

“Yes, just give up and we won’t kill you.” Another soldier laughed madly.

Fluttershy gulped a bit, she needed some way to deal with these soldiers…then an idea popped in her head: something ‘interesting’ and ‘clever’.

“Alright, I give up…” Fluttershy sighed sadly. “But can you stallions escort me to some chains or a cell?”

“Well, that’s better! I would love to!” The first soldier remarked. “You idiot, she was talking to me!” The second soldier snapped angrily. “General Shield Strike likes me best!”

“You? Please! She was talking to me! I’ll handle her!” A third soldier scoffed.

The other soldiers joined in as the three growled and attacked each other. “Sometimes, it helps being the cute one.” Fluttershy said with a smile. “Squee!”

Discord smirked as he hovered above Pinkie while taunted, “So, we meet again, Pinkie Pie. How should I handle you this time? Discording you last time was a mistake. Perhaps I should go for cotton candy clouds? Screeching chalkboards? Pony mousetraps?”

“Y’know, if you weren’t a big meanie, you would’ve been a fun friend to hang around with. You’re kinda my favorite buddy who makes it rain chocolate.” Pinkie commented playfully.

“Yes, yes, but now’s not the time for fun, time for your demise!” Discord said, rolling her eyes.

“Come on! Wanna play ‘betcha can’t do this’?” Pinkie asked Discord. “Betcha can’t turn rocks into marshmallows!”

“Too easy! Foal’s play!” Discord scoffed as he snapped his talon and some nearby rocks turned into marshmallows.

“Impressive!” Pinkie exclaimed. “But can you do anything else? Like make stars appear in the sky?”

“Way too easy! I’m the Lord of Chaos and Disharmony!” Discord laughed, making weird looking stars appear in the sky.

“I betcha ya can’t turn into a lot of stuff too, like balloons, ponies, apples…” Pinkie said playfully.

“Oh please!” Discord scoffed as he turned into a lot of animals, ponies, balloons etc. before stopping. He was so absorbed in the whole thing, so the pink pony said, “Betcha can’t turn into an explosive cannonball in my party cannon that when shot off, explodes into pretty fireworks!”

“I most certainly can! Watch!” Discord claimed. Then, with a snap of his talons, he got in the party cannon and is the same size of a cannonball. “Okey-dokey-lokey, now for the rest of the bet to be played out!” Pinkie responded with a cherry expression, aiming her party cannon high in the air.

Then, Discord realized gravely what was happening. “D’oh! I should’ve foreseen this chaotic moment coming!” Discord groaned in seeing the pony’s plan.

“FIRE!” Pinkie shouted as she pulled the trigger. POW! BOOM! BOOM! Then, something fired out of the cannon and exploded in an array of fireworks. “AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” Discord screamed.

The Diamond Dogs smirked sinisterly as they surrounded Rarity. Spot remarked, “Alright, miss whiney pony, this time, we won’t be falling for your tricks!”

“Yes, we became immune to your whining!” Rover declared, gesturing to the earplugs in his and his friends’ ears. “Oh, boys! Look what I have!” Rarity smirked as she levitated a bunch of gems and precious metals out of the ground.

“Oooooh, gems!” Fido exclaimed. “Pretty gems…” Spot muttered.

“Hand over the gems, pony!” Rover commanded. “As you wish…” Rarity smirked.

ZOOM! BANG! BANG! BANG! Without warning, she launched the gems and precious metal at the dogs. “Ow, Ow, Ow! Gems hurting us!” Fido yelped, shielding his face. “I don’t like hitting!” Rover exclaimed.

“We don’t want gems that hurt us Diamond Dogs!” Spot yelled angrily.

“Too bad, so sad! You should’ve used better words.” Rarity taunted.

Twilight glared as Trixie and General Shield Strike surrounded her. The general warned the blue unicorn, “Trixie, we need to kill this shela or Loki won’t like it!”

“Ok, Shield Strike. The Great and Powerful Trixie will help you.” Trixie said to General Shield Strike slyly. “Honestly, Trixie, Loki’s using you, Flim, Flam, Gilda, the Red Devil, and the Diamond Dogs for evil!” Twilight protested.

“That’s a lie! He promised us that we’ll all rule Equestria forever!” Trixie snapped.

The unicorn fired a spell at Twilight who dodged it. General Shield Strike threw a spear at her, but the unicorn dodged. “You are a failure! Just like you did with Thor and Dinky!” General Shield Strike taunted evilly. “Yes, Loki told me about your mate. You left her to get killed!”

“Shut up, this is between me and Loki, not you!” Twilight snapped as she fired a spell at the general who dodged and bucked her down. “Ow!”

“Don’t forget that I still owe you for my humiliation!” Trixie yelled, firing a lightning spell at Twilight which hit her hard.

“Trixie, the idea is to kill her together!” General Shield Strike snapped to Trixie in annoyance. “I was planning on knocking her out.” Trixie smirked;

Suddenly, Twilight teleported off the ground and next to her, scolding, “I’m so ashamed of you, Trixie!”

“SHUT UP!” Trixie shouted as she fired a spell at Twilight who teleported out of the way. “The Great and Powerful Trixie isn’t about to be taken down by you or anypony else!”

“Then, forgive me because I have to defeat you to help my friends.” Twilight said with a concerned sigh. “Not if I can help it, shela!” General Shield Strike yelled as he threw a spear at Twilight from behind.

Twilight yelped as she almost stumbled and fell into a hole. “Red Devil, don’t think that I’ve forgotten you! When this is over, you’ll suffer a fate worse than the Moon!” She snapped to General Shield Strike. “Try me, shela!” General Shield Strike snarled.

“Oh, it is on, General Freak Strike!” Twilight growled, getting into a fighting position. “Come and get me! I fought and killed a griffin, I’m not afraid of you!” General Shield Strike yelled. “You will when I’m finished defeating you!” Twilight snapped as she charged at him.

Rainbow dodged her former friend’s talons, the griffin slashed at her like mad. Gilda snarled, “You know, I could do this all day…and I may do so when this is over!”

“Gilda, you’re better off being an anti-hero than a villain!” Rainbow remarked, punching Gilda. “Forget it, Rainbow Crash!” Gilda snapped. “I ain’t gonna be friends with a bunch of loser ponies, especially that crybaby Fluttershy!”

“And anyways, you’re just jealous which is why you kept me away from Pinkie and why are you insulting my friends?!” Rainbow said as she lowered her sunglasses down for a moment before pushing them back up.

“Oh sure, like I’m jealous of a bunch of rejects with symbols on their flanks!” Gilda scowled to Rainbow. “Sounds like somepony’s jealous of me.” Rainbow taunted, charging at Gilda.

Back with Applejack, she wasn’t having the time of her life, especially dodging Flim and Flam with their monstrous creation: The Challenger Leopard 8000. Sure, the problem was the enemy had a strong tank defense system, a bottom that breaks solid rock, but the thing was really slow.

This would be no problem if Applejack wasn’t being so cautious to whatever happens to her even the smallest inch of what hurts her is ten times worse for Apple Bloom who is being held captive by the evil brothers inside the tank.

The cowmare knew she had to save her sister, but the tank went underground to stop Applejack from following. It was made much worse as this fight was lasting too long, Applejack couldn’t keep herself from getting hurt by Flim and Flam and it felt like a nightmare as the screams of her sister made Applejack almost lose hope.

“Is this Loki’s game?!” She snapped while Flim and Flam piloted the tank. BASH! The Earth Pony jumped away from a nearby bottom swipe, but continued to debate. “To give torture to fillies and break our spirit!?” Applejack exclaimed. ZOOM! Then, she dodged the tank when it almost took her down. “Is that how ya’ll do business now?!” Applejack demanded to Flim and Flam.

“Well, we wouldn’t need to, if you just surrender.” Flim smirked evilly. “Yes, surrender and the torture will be over.” Flam nodded. “Alright, then I…” Applejack sighed sadly.

“NO! DON’T QUIT, APPLEJACK!” Apple Bloom called out from inside of the tank. “Ya said to put the truth in yourself and your friends! If ya betray that trust, then ya will be lyin’ in what ya said was the honest truth!”

“I be lyin’…Apple Bloom, you’re right! I can’t just surrender to these sales pony jerks like these two!” Applejack muttered in shock. “Very well, we gave you the easy way out!” Flim scoffed.

“Then, we’ll have to do this the hard way…” Flam said as he readied the cannon. “FIRING THE CANNON!” The brothers shouted before…POW!

Then, soon a larger explosion from the cannon was fired. BOOM! The blast made contact with the ground a few feet away from Applejack, but it’s power was strong enough to create a 40 inch crater.

“AHHHH!” Applejack yelled, hitting against a wall which hurt her badly and meant…ZAP! Then, from inside the Challenger Leopard, more light was shining and that would mean…

”GAHHHHHHHHHHHHHHH!” Apple Bloom’s voice screamed from inside in pain.

Inside the tank itself, Flim and Flam were piloting their device and Apple Bloom was strapped to a wall by her waist behind them, wearing the same collar as Applejack. Once the filly’s done screaming, she took a deep breath and looked a little roasted at the time, being shocked and electrocuted and all.

But near the Earth Pony filly were her friends in a tiny cage where all of them were transported to when the battle began, Scootaloo, Sweetie Belle, and the Spike clone were afraid. Not of being captured and imprisoned by the villains, but by watching Apple Bloom get tortured like that.

“Apple Bloom, are you ok?” Sweetie Belle asked in concern. “I’m alright.” Apple Bloom panted.

“Just hang in there, Apple Bloom!” The Spike Clone reassured her. “Darn it!” Scootaloo grumbled under her breath. “We gotta get you out of that thing!”

“Save your breath, fillies! It wouldn’t matter!” Flim called out, not bothering to look at them. “Right, that cage is meant to hold wild animals; get used to it!” Flam nodded as he looked a bit at the fillies and baby dragon.

“Ya’ll will never get away with this!” Apple Bloom snapped to the brothers. “But we already have and thanks to you, the competition is about to lose it’s member.” Flim smiled evilly.

“Right, another blast from the cannon and it’s bye-bye Applejack!” Flam exclaimed in evil joy.

The Cutie Mark Crusaders and the Spike Clone had worried and horrid expressions, knowing that if they don’t do something, Applejack would be defeated by these jerk sales ponies.

“What are we gonna do now?” Sweetie Belle asked with a worried expression. “Spike, couldn’t you melt the bars with your fire?” Scootaloo questioned the baby dragon clone. “Even if I wasn’t a clone, this cage is fire proof with some sort of magic, sorry.” The Spike Clone apologized sadly as he shook his head in regret.

“Wait, I think I have something…” Sweetie Belle muttered, pulling something dangling from her mane. “It’ll probably help us escape.”

“A mane pin? Come on, Sweetie Belle! How’s that gonna help us—“Scootaloo began, but Sweetie Belle began using the edges of the pin to unlock the door. CREAK…Suddenly, the cage door swung open after the unicorn filly fiddled with the lock. “Escape…how did you?” Scootaloo finished in surprise.

“Rarity showed me this trick once and said she learned about using any mane pin to open a lock like a key.” Sweetie Belle explained.

“I think that Daring Do should do that in the next book. Rainbow Dash would love it!” Scootaloo nodded at the thought of some epic escape using a mane pin in the next book in Rainbow’s favorite book series. “Can you do the same for Apple Bloom?” The Spike Clone asked Sweetie Belle who nodded and went to free their friend.

Once the fillies and baby dragon clone got out of the cage, they soon approached their exhausted friend. “Ugh…” Apple Bloom groaned in exhaustion. CREAK…Just like she did with the cage, Sweetie Belle used the mane pin again and the bind around Apple Bloom’s waist opened and the filly dropped to her hooves.

“Thanks.” She smiled. “That’s what friends are for.” Sweetie Belle shrugged with a grin.

“Now, we’re closing in! Target: Applejack!” Flim announced which broke the reunion between them. “Cannon loaded and ready for firing.” Flam confirmed as the brothers set up their next attack.

“Hold it; we gotta stop ‘em before they hurt Applejack anymore.” Apple Bloom whispered to her friends with a worried expression.

“Hello, whenever you got hurt was when she got hurt!” Scootaloo yelled, slapping her head in confusion. “That’s right, even as a clone, I gotta get that collar off of you.” The Spike Clone nodded.

“If you’re not here, then maybe Applejack can fight without worrying about not getting you hurt.” Sweetie Belle reminded Apple Bloom. “Or maybe…I need her to hurt herself.” Apple Bloom mused as she scratched her mane.

“Huh?” The Cutie Mark Crusaders and the Spike Clone asked with a puzzled expression.

“Trust me: We need to beat Flim and Flam at their own game!” Apple Bloom explained with a sly smirk.

At this time, Applejack was trying to get up from the previous attack. But as she was struggling to get on her hooves, she saw a giant shadow towering over her; the worried Earth Pony looked up with a startled expression, seeing the Challenger Leopard before her, the mare was staring to get worried. She was concerned and too injured to easily run around and dodge the whipping bottom.

“End of the line, but then again, even a dozen Royal Guards could barely do much dent work here.” Flim said while scoffing. “One pony can’t accomplish that; now prepare to meet your maker!” Flam yelled as he prepared the cannon. Soon, the cannon was aimed at Applejack, now fully charged to unleash it’s power.

“Ugh…It can’t end this way. I gotta free my sister and find the other younglins’!” Applejack panted. “Applejack, quick! Hurt yourself!” Apple Bloom called out from the inside of the tank.

“What the hay?! Apple Bloom—“Applejack began with a puzzled expression.

Inside, Apple Bloom jumped onto the controls where Flim and Flam were piloting the Challenger Leopard. And the brothers saw that the Earth Pony filly was on the controls and requesting something crazy.

“Do it! I’m free and ya gotta zap me again to zap this tank!” Apple Bloom requested to her sister. “Wait a second, what are you doing here?” Flim asked in confusion.

“The real question is how did you escape?” Flam questioned. “We did!” A couple of voices answered with determined expressions. Scootaloo and Sweetie Belle were lined up behind the Spike Clone who was leading them to prepare the attack.

“Cutie Mark Crusaders, CHARGE!” The Spike Clone commanded.

“CHAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAARRRRRGGGGGGGGGE!” Scootaloo and Sweetie Belle repeated. Soon, the fillies and baby dragon were now attacking and gripping around the two unicorns by their necks.

“Ow, Ow! Quit it!” Flim yelped, trying to fight back. “Get off! We’re working here!” Flam yelled as he tried to do the same as his brother.

“Applejack, listen! You were always askin’ me to trust in ya, please trust me! I gotta way to save us!” Apple Bloom shouted.

“Us? Ya mean your friends are in there?” Applejack asked with a shocked expression. “Gotcha!” Flim and Flam exclaimed, levitating the struggling foals. They were levitating Apple Bloom’s back legs.

“AHHHHHHHHHH! Applejack, hurry!” Apple Bloom yelped, but kept a firm grip on the controls. “Do some damage and I can break this contraption from within!”

“Ugh, I don’t like doin’ this to agreein’ in hurtin’ my sister to beat an enemy, but…if ya’ll willin’ to go that far, I guess I better do!” Applejack muttered before she hit her head against a rock. BUMP!

Inside, now, something began to happen from Applejack’s action which triggered a mark for the Earth Pony filly. ZAP! The collar around Apple Bloom’s neck glowed and was covered by strong voltage.

“GAAAAAAAAAAAAAAAAAAAAAAAAAAAH!” Apple Bloom screamed. Even Flim and Flam were getting an electric shock as well while they yelled, “AHHHHHHHHHHHHH!”

Even Scootaloo, Sweetie Belle, and the Spike Clone were getting a shocking jolt. BAM! BAM! Soon, the controls of the tank were smoking as they were flashing lights.

“Uh-Oh…” The Cutie Mark Crusaders and the Spike Clone muttered nervously.

ZAP! During the Challenger Leopard’s charging of the cannon, volts were electrifying it to suddenly have a malfunction. ZOOM! Suddenly, the tank was turning to drive itself over by a small rubble pile it made.

“Looks like it’s time I got this bull by the horns!” Applejack shouted with a determined expression, getting out her diamond covered steel rope lasso. “YEEHAW!” Then, she tossed the lasso that tangled around the Challenger Leopard’s center and let the tank tip over.

“Down, big fella…Looks like one were enough for those brothers’ contraption!” Applejack smirked. Of course, during this time, the Challenger Leopard’s cannon was now fully charged and was aiming at the ground a bit close before…BOOM! Then, an explosion occurred that sent the tank flying upwards and spinning in midair.

“AHHHHHHHHHHHHHHHHHH!” The Cutie Mark Crusaders and the Spike Clone screamed as they fell out of the open lid of the tank. WHIP! Applejack’s lasso swung up, caught the foals and baby dragon clone, and landed in a haystack were they were safely impacted.

“Gator’s Ghost, ya’ll alright?” Applejack asked in concern. “Let’s do that again!” The Cutie Mark Crusaders and the Spike Clone grinned, popping out of the haystack.

“Ya’ll better not scare me like that again.” Applejack sighed in relief as she wiped some sweat off of her forehead.

“Don’t worry, Applejack! I trusted ya in what I was doin’!” Apple Bloom grinned. “It was the craziest stunt I have ever heard ya do, but then again, I’d probably done the same.” Applejack nodded.

“That was the funniest thing yet!” Scootaloo declared happily. “We should tell Babs about this when she comes to visit us!”

“Yeah and we’re ok!” Sweetie Belle nodded with a smile.

“Just a minute, let me do something…” The Spike Clone muttered as he held out his claws.

CLICK! CLICK! Soon, the collars the Apple Sisters had on were off, giving them a moment to rub their necks in relief. “There, now your collars are off! Now Apple Bloom won’t be hurt anymore when you’re hurt, Applejack.” The Spike Clone stated to his friend.

“Thank ya kindly, Spike, but I though ya were in Ponyheim with Thor. Mind explainin’ why ya ain’t there?” Applejack asked with a suspicious expression. “Um…” The Spike Clone muttered sheepishly.

CRASH! Suddenly, the others turned to see what it was. It was the Challenger Leopard 8000 and it’s cannon was buried in the ground while facing upwards. Once more, Flim and Flam had fallen out of their contraption and were lying on the ground, groaning.

“Hold that thought, I’ve got some unfinished business with those varmints!” Applejack stated sternly to the fillies and baby dragon clone. “Ugh, that didn’t go well as expected…” Flim groaned, rubbing his head. “I agree, those foals and that dragon ruined a brilliant weapon!” Flam nodded while doing the same as his brother.

Suddenly, the brothers soon met a shadow and slowly looked up at it. It was the gaze of the Apple Family’s middle foal, Applejack who was glaring at them though wounded. “Ya two ain’t through ‘til ya’ll answer for what you’ve done! And believe me; I can be almost as loose tempered as my brother when he gets insulted!” Applejack scolded with a stern expression.

“Um, brother, I think this calls for a…” Flim began, but was cut off by Flam. “A retreat? Couldn’t have said it better.” Flam sweatdroped nervously.

“RUN!!!” Flim and Flam screamed as they began running for their lives. “Now, wait a minute! Come back here! I just wanna pound ya!” Applejack called out angrily.

“Man, those two will be sore once AJ’s done with them…” Scootaloo commented. “Yeah.” Apple Bloom, Sweetie Belle, and The Spike Clone nodded in agreement.

“Well, well, enjoying yourselves, aren’t you, young ones?” A familiar voice asked evilly.

The Cutie Mark Crusaders and The Spike Clone turned and gasped, only to be face to face with Loki himself. “Loki!” They gasped in surprise. “I hope you are enjoying the show…” Loki taunted, levitating the Cutie Mark Crusaders and the Spike Clone. “Because it is about to come to the finale!”

“Let us go! You’re not gonna get away with this! You’re going down big time, you monster!” The Spike Clone demanded angrily.

“Awww, you are getting serious.” Loki taunted. “Why so serious?”

Pinkie hummed while she waited for Discord to recover. The villain reappeared, scowling, “Well, you think you’re so funny, are you, Pinkie Pie?”

“Come on, wanna play again?” Pinkie asked happily. He responded by putting a zipper on her mouth. Pinkie muffled, “Guess not.”

“Well, guess what? I can still play tricks, Miss Pinkie Pie! I can increase my pals’ strength! Observe!”

Discord snapped his talons; Suddenly, the army’s members’ powers began to increase, along with their strength. Rainbow yelped as Gilda missed her by an inch, Trixie and General Shield Strike began firing spells and throwing spears at Twilight at once, Applejack found herself overpowered by Flim and Flam, so did Rarity with the Diamond Dogs. Even the soldiers stopped arguing and began going after Fluttershy again.

The Mane Six forced themselves into the main room of the ruins, surrounded by their enemies. Applejack remarked, “Darn it, it’s seems that the tables have been turned!”

“This is temporary, of course, but enough for our win.” Discord said with a sly smirk. “What are we gonna do now?” Fluttershy asked nervously.

“I don’t know.” Twilight sighed as she turned to Pinkie and noticed she was trying to talk while firing a spell at the zipper which destroyed it. “What is it, Pinkie?”

“Time to play my new favorite game! It’s called…Click, Click Boom!” Pinkie declared, pulling out her party cannon. “And it goes like this!”

BAM! BAM! BAM! The pink pony’s cannon fired off three shots and exploded in a large wave of confetti. “AHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” The Diamond Dogs screamed as they were blown away. Pinkie began singing a song in a happy matter as she continued.

Pinkie: Oh yeah! Click, click, boom!

After singing the first verse, she aimed the cannon in another direction. BAM! BAM! BAM! The Earth Pony’s cannon did the same as before and exploded. “AHHHHHHHHHHHHHHHHHHHHH!” Trixie, Flim, and Flam yelped, getting knocked over.

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

The pink pony directed her cannon at the next set of villains and…BAM! BAM! BAM! The same action happened. “AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” The soldiers and even General Shield Strike screamed as they were blasted away to another area, but Pinkie wasn’t done with her song yet.

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

The Earth Pony aimed her cannon at her last foes before firing. BAM! BAM! BAM! The same action from the last two times happened. “AHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” Gilda and Discord shouted, getting knocked over.

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

Pinkie had managed to finish her little song as the background music continued playing. BAM! BAM! BAM! Then, Pinkie ended up jumping on her party cannon and was hopping and spinning herself around it, her cannon firing off a ton of shots.

“AHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” The villains screamed as they ran for their lives. Finally, the background music began to fade which made everypony assume that the battle with Loki’s army was over. The Mane Six looked around where the villains apparently were down…it seemed.

“Ugh, your pink friend is as crazy as ever!” Gilda groaned. “More like random, get used to it ‘cause she is sure to kick your groups behinds!” Rainbow taunted, lowering her sunglasses. Slow clapping was heard and the ponies turned to see Loki doing all the clapping.

The Alicorn remarked, “I am impressed, ponies. I thought my allies would defeat you, but clearly, this shows why you are wielding the Elements of Harmony. “

“We didn’t come to impress you, Loki!” Rarity snapped as she saw the Cutie Mark Crusaders and the clone chained to a wall. “We came to save my sister and her friends!”

“Right, we beat your army! Now, let them go!” Twilight demanded angrily.

“Not so fast, my little ponies! You have forgotten one thing: me.” Loki taunted, firing a spell at the Main Six who dodged it as his armor and helmet appeared on his body once again. “To win, you must defeat me!”

Loki then began jumping around, attacking the ponies who try to hit him, only to hit themselves. The god laughed madly while dodging even Rainbow’s speed. During this time, the army was getting back up on their hooves or whatever.

“Pathetic! Is that the best you can do?” Loki asked evilly as he disappeared. “You cannot hit what you cannot see!”

“Now, girls! We gotta use the Elements!” Twilight commanded to her friends.

“Right!” The rest of the Main Six nodded, putting on their necklaces and Twilight’s ‘big crown thingy’.

This was it: once the Elements were unleashed, even Loki’s army won’t be able to win against such odds. “We’re toast!” One of the soldiers commented.

“Personally, I prefer some scrambled eggs and bacon for a daily breakfast.” Discord shrugged as he tried to start up a conversation. “Would you two pipe down?!” Gilda snapped.

“Looks like they’ve turned the tables on us!” Flim yelled.

“And they’re going to attack!” Flam added nervously.

Soon, the Main Six were in a familiar glowing stage when Twilight’s horn glowed and her friends’ necklaces released waves of energy. Their eyes were glowing bright white as the villains started to freak out.

“Uh-Oh!” Fido yelped in concern. “This seems bad!” Spot yelled in worry.

“Really bad!” Rover added. “So…this is the power of the Elements.” General Shield Strike mused. “I only heard about them in stories my father told me when I was a colt.”

“Yes, it’s just as we hoped.” Trixie smirked. Suddenly, while in a trance of unleashing the power of the Elements, something felt…strange. Without warning, some dark green mist came and started shrouding the ponies where the Main Six stood.

“Um, Twilight? Is this a new feature?” Rarity asked nervously. “I’m not sure! This never happened before!” Twilight responded with a puzzled expression.

“Whatever this is, it doesn’t look right!” Applejack said, looking at the mist. “It looks weird; the Elements don’t normally do this.” Pinkie commented.

“Then, why did it come from the Elements?” Rainbow asked as she lowered her sunglasses nervously and did not like what she was seeing. “Eeep! This feels…strange. It’s unnatural!” Fluttershy yelped.

“BWAHAHAHAHAHAHAHAHAHAHAHAHAHA!” A sinister laugh was heard cackling. Then, out of nowhere, Loki appeared in his signature flash of dark green light, smiling evilly at the sight.

“Loki!” The Main Six gasped in shock. “You all fell into my trap, just as I planned!” Loki exclaimed with an evil smile.

“What are you talking about?!” Twilight asked in anger and shock. “Allow me to ask you a question…how did Nightmare Moon escape from her prison on the moon?” Loki questioned.

“Four stars aided her escape and she crashed the Summer Sun Celebration.” Applejack replied, remembering that night well. “Then, why are you asking?” Rarity demanded.

“Because, my powers is are enough for…a more effective spell when tampering between the moon where some of the Red Devil’s old soldier allies are trapped for their crimes!” Loki explained with a stern expression. “A bigger spell…” Pinkie mused.

“W-What do you mean by that?” Fluttershy stuttered. “When General Shield Strike committed a crime which was a mass murder and was sent to prison, only his old allies were banished to the moon. But I was able to break him out of a cell when I met him and his soldiers. So, to open a gateway out of the Moon, a more powerful spell is needed, along with a certain item each of you have.” Loki explained sinisterly.

“The Elements of Harmony; THAT was your gain?! But how did you—“Twilight yelped as she realized his true goal. “I had Trixie aiding me.” Loki smirked. “I corrupted the Elements using my magic awaiting for when their wielders unleash their full power and use it as my own…to free more soldiers for my army!”

The Mane Six gasped in horror, they were actually used for an evil plot and never knew. ZAP! Then, without warning, sparks of electricity were zapping the mares inside the mist covering them. “GAHHHHHHHHHHHHHHH!” They screamed.

“Now, FREE THE SOLDIERS!!!” Loki commanded harshly, firing a spell straight up at the Moon. KAPOW! Then, from the Main Six, a burst of energy erupted from the Elements that was heading towards the sky.

POW! Then, from the moon, figures in identical black armor with green designs were flying or levitating themselves towards the ground: General Shield Strike’s old allies. “MWAHAHAHAHAHAHAHAHAHAHA! AT LAST!” Loki cackled. “My army is now complete since I have finally freed these soldiers!”

Soon, the Mane Six dropped to the ground who were weakened and struggling to get on their hooves. “You are all too late to stop this! TOO LATE! BWAHAHAHAHAHAHAHAHAHA!” Loki roared out in an evil laugh. He has done it; he had unleashed the next wave of his army!

The ponies in Ponyville gasped as they saw an image of Loki all over Equestria, laughing evilly as they can see the arrival of General Shield Strike’s old soldiers. “What’s that?” Lyra asked Bon-Bon with a scared expression. “I don’t know, but I’ve got a bad feeling about this!” Bon-Bon gulped.

Shining Armor looked nervous as he and Owlowicious watched from the inside of the library. It looked like all hope was lost…Celestia’s eyes widened in horror as she and Luna saw what was happening in the image…as well as in the sky. The Princess of the Sun said, “Luna…Loki has done it, but how?”

“Loki had put up his image before the soldiers were unleashed…he somehow had Trixie corrupt the Elements of Harmony, using his magic.” Luna explained. “We have a major fight on our hooves…”

Disclaimer: I own nothing in this story. My Little Pony belong to Hasbro and Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own the songs Battle of the Heroes, Immortals Battle, and Captured and Tortured.

The Mane Six looked in disbelief. They couldn’t believe it, the Elements of Harmony had been corrupted by Loki’s magic…and now, the ponies went on and released a bunch of soldiers that worked for the Red Devil AKA General Shield Strike.

“MWAHAHAHAHAHA! Look at them! They are marvelous, are they not?” Loki asked in an amusing taunt before turning to the ponies. “And I have them thanks to you, my little ponies. I could not have done it without you!”

“Hey, don’t give us credit! Ya manipulated us!” Applejack snapped in annoyance.

“You are right, the credit goes to me anyways and of course, my army.”

“Ah ha! Amazing, the world rid of you losers!” Gilda taunted with an amused expression. “I was a bit worried, but now, you’re nothing!”

“Yes, thanks to Loki and us, the world is a better place…for us!” Trixie exclaimed happily. “Ugh, you don’t get it! Loki wants to kill those who stand in his way, his enemies, and ponies!” Twilight groaned. “Even you, Flim, Flam, and the Red Devil!”

“Lies, all lies!”

“Run on home, ponies. You can’t even use the Elements since Loki’s magic still has corrupted them!” Discord said, waving his paw in dismissal. “We don’t need the corruption to stop Loki!” Rarity snapped.

“What is this?” Loki asked in amusement as if being told a crazy joke. “After all that had happen, you still want to fight me?”

“You know, as the old saying goes, ‘take the leader out, the army falls’! Well, we decided to take you out one way or the other!” Twilight snapped.

“Oh, funny. You realize that I am like Nightmare Moon, Discord, Queen Chrysalis, or King Sombra personality and ability wise. I am the feared terror, the son of Laufey, the God of Lies and Mischief!”

“It doesn’t matter! We’re gonna stop you!” Rainbow declared, holding her hooves in front of her face. Loki chuckled as he got into an action pose, “Very well…move aside, my army; I can handle these mares by myself!”

The members of the army moved aside as Loki prepared to fight the Main Six. The song ‘Battle of the Heroes’ from Star Wars Episode 3: Revenge of the Sith began to play.

“Prepare to get Sonic Rainboomed! 20% Cooler Rainbow Ownage!” Rainbow exclaimed as she tossed her sunglasses into the air and they landed on her nose perfectly while zooming into the air. POW! BAM! WHACK!

Then, the daredevil Pegasus dove down, hooves flying like mad and Loki didn’t move, but took on the attack. “Oh yeah, I rock!” Rainbow cheered.

BAM! Suddenly, a spell was shot and hit Rainbow. “AHHHHHHHHHH!” Rainbow screamed, falling to the ground while her sunglasses were knocked off and Twilight levitated them into her saddlebag. “RAINBOW!” The other members of the Main Six cried out as they saw that their friend got hurt.

“Impressive aerial movement…but as you can see, that was not lethal.” Loki muttered.

“I got him! Locking on target! Party Explosion!” Pinkie shouted, aiming her party cannon at Loki. “FIRE!”

POW! Then, it fired a strong blast of explosive confetti that was five times larger than three stallions standing on top of each other. But then, Loki did a weird stance, allowed the attack to go straight to his front hooves and get rolled up in a round shape like an explosive ball of energy.

“My, such an explosive force…I believe I shall return it.” Loki said with a smirk on his face. “Hadoken!”

He held out his front hooves and blasted the explosive confetti towards it’s owner…the pink Earth Pony. “Eek!” Pinkie yelped in shock, this was one surprise she didn’t like.

“Femme Fatal!” Rarity yelled as she stepped in front of Pinkie with gems and precious metals she levitated out of the ground surrounded her into a giant gem/precious metal structure and had the attack impact it. “Now, fire back!” Soon, on Rarity’s command, from inside, the magical attack was being blocked inside before starting to appear in the center and was about to be unleashed right back at Loki.

“Ah, fighting with gems and valuable metals to block attacks and fires back strong spells, fascinating…but I know a way around it.” Loki smiled evilly in recognizing this fighting skill.

Suddenly, Loki’s horn glowed and created some dark green mist around the two ponies and just as Rarity’s attack of firing back was fired from her gems and precious metals…BOOM!

From an unforeseen matter, the mist was explosive and even if Rarity would have fired back the first attack, the second surprise that came to them was not something that either could handle. “AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” Rarity and Pinkie screamed, getting blasted over where Rainbow was lying.

“Ok, varmint! I’ll lasso ya up! Apple Buckin’ Bronco!” Applejack shouted as she whipped out her diamond covered steel rope lasso in the air before throwing it. WHIP! Then, from a surprise twist, she lassoed up Loki in the ropes that wouldn’t break easily.

“Ha! Gotcha! And just for the record, this rope is doubled against your strength thanks to the diamond covered steel underneath this plain old rope!” The Earth Pony declared. “Oh, how wrong you are…” Loki smirked, levitating the ropes around him off with his smile never leaving.

“What the hay?” Applejack asked in surprise until she was face to face with the evil Alicorn.

But what happened next was that Loki ran around the pony and not only did he tie up Applejack in her own weapon, but got himself free. “One tied up pony coming up!” Loki exclaimed with a sly smile while he held the lasso in his mouth.

Applejack sweatdroped in knowing that this won’t be fun. WHIP! Then, with a mighty pull of the lasso’s end, he had thrown her into the air…and spinning. “GAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!” Applejack screamed as she was unraveling at a fast rate until she landed next to the other defeated members of the Main Six, her eyes derping out.

“Anypony else?” Loki asked slyly, noticing that there were only two ponies left; Fluttershy and Twilight. “Fluttershy, you have to use The Stare on him while I’ll try to hit him with a strong spell.” Twilight commanded to her friend.

“Got it!” Fluttershy nodded as she saluted Twilight and flew up into the air while widening her eyes and doing her signature move. “Shy Stare Down!”

“Ugh…” Loki groaned, suddenly frozen by The Stare move; which was probably the first time the villain had been hit with such an attack. “Now then! Try this move! Twilight Star Shower!” Twilight announced as her horn glowed and made aqua colored spheres appear in the sky.

BOOM! BOOM! BOOM! The spheres were firing off like fireworks and impacting across the field where Loki was standing. The attack of raining stars seemed almost endless until there were no more magic spheres over the unicorn’s head, meaning that the spell had stopped.

“What was that spell, Twilight?” Fluttershy asked, landing beside Twilight. “That move allowed me to create my own magical stars from the sky to fall and impact a number of enemies or focus on one alone.” Twilight explained as she caught her breath.

“Oh my, it really fits your name so well.” Fluttershy smiled. “Right, I know.” Twilight nodded with a smile. “It’s my strongest new spell and the best.”

“Do you not know by now that strongest best is not enough?” An eerie voice spoke that was coming from a cloud of smoke where Twilight’s attack hit.

“GAH!” Twilight and Fluttershy yelped in hearing that voice, Loki wasn’t defeated yet, even after that planning that kept him at bay. BAM! Then, from the smoke cloud, came Loki’s horn as it fired a spell at the two ponies.

“AHHHHHHHHHHHHHHH!” They screamed, getting blasted to where the other defeated members of the Main Six. “I must admit, that new spell is petty. And tiny.” Loki commented as he walked out of the smoke cloud and his armor vanished once again. “But unless you have killer in your eyes, then it shall never be enough to beat your enemies.”

Soon, the rest of the army gathered around the Main Six who were weakened and lying on the ground, but things got worse when Trixie levitated the Elements off of them while making her signature smug look.

“You won’t be holding onto these anymore now, will you?” She smirked. What happened next caught the villains by surprise: Twilight stood back up with her friends while saying weakly, “No…we…can’t…lose!”

“What is this? You wish to fight?” Loki asked in surprise. Rarity scoffed furiously, “You scoundrel played unfairly! We were just recovering from the battle against your brutes AND what you did to the Elements!”

“Hmm…that is true.” Loki muttered with an evil smile. “Alright then. My army! Step aside again and do not interfere!” The army who stared in confusion at their leader obeyed; Loki’s horn glowed again and the Main Six found their injuries healing. Twilight asked with a surprised expression, “Why?”

“I prefer to fight enemies when they are at their strongest.”

“Well, you’ve made a big mistake, buddy! Now we’re gonna beat you this time!” Rainbow snapped in determination to Loki. Loki chuckled evilly, “Very well. I shall humor you again.”

“Ok, time for a change of music!” Pinkie announced happily. Soon, the music changed to ‘Immortals Battle’ from 300. “Where does that music come from anyways?” Rarity asked with a confused expression.

“Does it matter? To me, it does not!” Loki taunted with a mad smirk on his face. He growled as the Main Six looked on with determined expressions and his armor reappeared again.

“Now which one of you mares would like to fight me first?” Loki taunted the Main Six sinisterly. “Allow me, girls! This god ain’t so tough! Let’s see how he does against a Sonic Rainboom!” Rainbow exclaimed.

She then flew down, going at a very fast speed and preparing to use her Sonic Rainboom to buck Loki in the gut. The Pegasus then flew at her opponent, ready to use her biggest move ever. But Loki simply levitated her tail to stop her, much to her shock. Rainbow gasped, “No way! How can an alicorn stop me like that?”

“Like I said before, Rainbow Dash, looks are deceiving.” Then, he bucked her in the stomach, sending her flying into a wall where chains appeared and attached her to the wall. Rainbow struggled to get free, but was electrocuted as she screamed.

“Now which one of you mares wants to suffer next?” Loki taunted evilly. Fluttershy growled, getting angry.

She snapped, “HOW DARE YOU?! Listen here, Mr. God of Lies and Mischief, just because you’re evil, you’re Thor’s adoptive brother, and you’ve got an ‘all powerful’ army doesn’t mean you can do that to us! Let Rainbow go and give up or I’ll make you sorry!” The other ponies smiled, remembering what happened earlier when Fluttershy used the Stare on Loki.

But then, something unexpected happened: Loki, not dazed by the attack, stared blankly at her and levitated the mare.

“My apologizes, that may have worked before, but I am no longer afraid of you!” Loki taunted Fluttershy as he fired a spell which sent the poor mare flying into the same wall and chained next to Rainbow. “Fluttershy!” Twilight cried before she turned to Loki and gritted her teeth at him.

“Dang nab it! I’ve had it up to here with ya!” Applejack snapped, rushing behind Loki with her lasso out. The Earth Pony prepared to lasso the god from behind. If she could take down Flim and Flam’s tank, then Loki wouldn’t be such a major problem. But without turning around, Loki grabbed the lasso with his mouth then fired a spell at her. Applejack screamed in pain.

“My apologizes, but this roundup is your last.” Loki remarked as he bucked Applejack in the stomach. Applejack groaned as the villain sent her flying into the same wall where she was chained next to Fluttershy. “Three down, who is next?” Loki taunted sinisterly.

“Okey-Dokey-Lokey, let’s go, ya meanie!” Pinkie snapped, bouncing around the villain in a circle and throwing punches and bucks. “I can do this all day if I wanna! Nopony is more random than me!”

Loki suddenly levitated Pinkie’s hoof and flipped her over on her back. While the pink pony stared in shock, the evil Alicorn bucked her right into the wall where she was chained next to Applejack. “Somepony should have chained you up a long time ago, Pinkamena Diane Pie!” Loki taunted Pinkie sinisterly.

“Why, you awful villain! Now it’s my turn!” Rarity exclaimed, preparing to fight Loki next. The unicorn charged forward, ready to attack. Just then, she punched him, only to have her hoof go through him which caused some confusion for her.

Suddenly, Rarity heard somepony’s throat clear, turning to see…Loki standing by the wall where the Cutie Mark Crusaders and the Spike Clone were chained.

“Are you ever not going to fall for that?” He asked. “But how did you get from here to there, did you—“ Rarity commented in confusion until Loki reappeared in front of her. Then, he bucked her in the gut and sent her into the same wall where she was chained next to Pinkie.

“Oh my, tricking a pony with a clone of yourself.” Discord remarked as he ate some popcorn. “How despicable…I LOVE IT! BWAHAHAHAHAHAHAHA!”

“YOU SICK MONSTER!” Twilight snarled, charging towards Loki. Loki teleported out of the way, making Twilight miss him. The villain reappeared and said, “Now, it is time for the big finale, Twilight Sparkle. I must say, I am a bit disappointed. I thought your friends would give me a better show than this.”

“You and your evil army will be stopped, I swear it!” Twilight yelled angrily.

“Oooooh, somepony’s angry.” Trixie snickered in amusement. “Forget it! Even if you kill me, I won’t let you harm my friends or Thor!” Twilight snapped with a determined expression.

“And now, because you are attempting to defend my brother and your friends, I must hurt you emotionally and physically!” Loki remarked angrily as he lowered his horn.

Twilight dodged the blasts from Loki’s horn, knowing that she’s the only pony to deal with Loki now. The villain then swung his hooves at her, the lavender unicorn not even bothering to fight back.

“Getting frightened, Twilight Sparkle? I never thought you would be a coward for a moment.” Loki taunted Twilight, glancing at her horn which was glowing a bit. “Loki, you fool! The shela’s gonna use her powerful spells on you!” General Shield Strike yelled as he remembered the attack from earlier. “Stop her!”

“No, I want to see how this goes before I finish the job. And never call me a fool if you value your life!”

Twilight had to teleport around when the villain continued firing spells at her, then Loki yelped as his opponent bucked him a few times.

“Ok, almost there and…NOW!” Twilight muttered with a smirk, charging towards Loki. “Take this, Loki!”

Twilight fired a spell at him, but Loki just stood there, not bothering to try and fight back. The unicorn realized it was too late when the villain levitated it. This wasn’t good…Loki then blasted it back at Twilight who dodged it. Twilight is left in shock which left Loki to jump in. He then proceeded to slash his hooves at her which she dodged multiple times quickly.

The ponies all over Equestria watched in horror as the villain attempted to beat Twilight who kept on dodging as if he didn’t care if anypony outside of the ruins in the Everfree Forest was watching him do so.

The Mane Six (minus Twilight) and The Cutie Mark Crusaders and the Spike Clone looked scared while chained to the wall. Then, ‘Captured and Tortured’ from Harry Potter and the Deathly Hallows Part 1 began playing in the background as Loki bucked Twilight while ranting, “You have no chance! You and your friends never did, Twilight Sparkle! You failed everypony and your kingdom belongs to me!”

“Why?! Why are you doing this?!” Twilight demanded angrily with tears coming out of her eyes, but her expression didn’t change.

“Because ponies ruined me! You have no idea how much I’ve suffered without knowing my true parentage!” Loki snarled. “But you know something? I pity you. I pity you because of the fact everypony blamed you for what happened that night I killed that filly!” Twilight looked shocked, memories were flooding back to her head. That Alicorn…the one who murdered her foalhood friend…was the monster lying to her right now!

She does remember, of course. Loki took no notice of this and continued, gesturing to the other members of the Main Six who were gagged by Discord.

“All of your friends, your assistant, and your brother, they see you for what you are: a failure of a friend and a sister!” Loki ranted. “Shut up.” Twilight grumbled quietly. “Even Princess Celestia has doubts about her ‘faithful student’!” Loki added with an angered expression.

“Shut up.” Twilight repeated a bit louder. “And even Thor! Oh, the hatred and anger he had towards you! How does it feel? That you are twice a failure as a friend?!” Loki shouted with a mad cackle.

“SHUT UP! You have no right to rant like a crazy pony!”

Loki proceeded to buck Twilight in the gut which sent her flying into the wall where she was chained next to Rarity. “Do you feel that, Twilight Sparkle? That is the feeling of defeat. You have failed your mission. What a waste, how sad.” Loki chuckled insanely while his armor vanished again. Twilight groaned, the poor mare barely having enough strength to break free.

“Take them to the prison!” Loki commanded one of the soldiers who saluted him. “Why don’t you just…kill us?” Twilight asked in pain.

“When Equestria is in ashes…you will have my permission to die.”

The soldiers nodded and dragged the wall where Twilight and her friends were chained to the prison. “What gives here?!” Gilda scowled. “You said you were gonna kill them!”

“Right, at least get rid of them before they become a major threat.” Discord remarked to Loki in concern. “Now, go to your quarters and I will summon you when I feel like it!” Loki commanded. The villains nodded as they dashed off.

At this time, the scene showed us somewhere that was hidden on the outskirts of Ponyville which was a secret camp specially coated in camouflage magic to blend in with it’s surroundings. After the soldiers were released from their prison, Celestia and Luna’s guards had brought everypony to this secret hideaway. Some of the background ponies were busy trying to run the camp’s café area to provide food as both cooks and servers.

“We need more by Table 1!” Rainbowshine called out to her friends while busy around tables 1 and 2. “Wait! Then who’s helping out with Table 4 and 5?” Twinkle asked with a confused expression.

“I am and they’re not the only ones I’m handling!” Cherry Berry answered, balancing plates on her head and back. “Easy now, let’s not try to shove everypony around!” Sparkler warned.

“I know, but we need to help out as much as we can!” Rainbowshine reassured her friend. In another spot, the Cakes were busy trying to get plenty of their sweets served out. Mr. Cake was working around the orders and bringing bags of any treats that they got and Mrs. Cake was helping in preparing any of the meals to be presentable. Unlike their usual business hours, they were having a lot of hungry costumers and were taking their display works as soon as the meals were made. Even making a few works, cutting them up to serve was all the Cakes could do to keep many of the ponies occupied.

“Ok, here’s Order 27, then Order 28, here’s Order 74…um…what’s Order 52?” Mr. Cake asked while passing out a few bagged treats to the customers. “Honey, settle down! You’re overworking yourself.” Mrs. Cake reassured as she was busy making another batch of cakes, pies, cupcakes, cookies etc.

“I can’t help it, dear! We have so many customers today!” Mr. Cake exclaimed, looking back at his wife while going through more orders. “Here’s Order 66 and 69 to go!”

“WAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” Two baby ponies were heard crying. Pound Cake and Pumpkin Cake were crying because they wanted attention from their parents while sitting on a table.

“Oh no, the twins! Order 33, catch!” Mr. Cake yelped as he tossed the bag towards the customer who caught it. “It’s ok, we’ll—“ Mrs. Cake reassured, going up to her crying foals.

“Excuse me! WHOA!” Derpy’s voice was heard out of nowhere while she crashed into the table. CRASH! She was upside down and her eyes were derping out, even if they were already cross eyed. “Hehehehehehehe!” The twins giggled as they either flew or levitated themselves down to find Derpy’s accident funny.

“Oh, Derpy! Are you alright?” Mrs. Cake asked in shock. “Of course, why wouldn’t I be? I heard crying and came to help!” Derpy exclaimed happily.

“Yes, those were the twins. Order 22, here!” Mr. Cake nodded, giving another bag to a customer. “We appreciate the concerns, but I think everything’s taken care of now.” Mrs. Cake smiled.

“Teeheeheeheeheehee!” Pound Cake and Pumpkin Cake giggled as they were being held by their parents. “You made them laugh, that’s all we needed.” Mrs. Cake grinned.

“Awww, it was nothing, really!” Derpy blushed. “Well, that helps a little, but we’re still packing with orders.” Mr. Cake stated.

“Maybe I can help!” A voice called out. “Maybe some of my donuts will keep all these customers calm!” They turned to see a donut cart being pulled in which many customers took from. The one came to offer to help was Joe.

“Hi, Joe! You’re here too?!” Derpy greeted, waving to Joe. “Of course! I thought I would lend a hoof to the Cakes here! After all, that MMMM that you made that Pinkie Pie worked so hard for was something as delicious as that. And Twilight’s friends are also friends of my own!” Joe nodded.

“Oh thank goodness! You’re a life saver, Mr. Joe!” Mr. Cake sighed in relief. “Please, just call me Joe.” The donut sales pony smiled. “Have some donuts!”

“Oh, you’re too kind, both in spirit and baking goods.” Mrs. Cake nodded as she and her husband ate some of his donuts. “Hehehehehehehe!” Pound Cake and Pumpkin Cake giggled, having the donuts Joe gave them.

At this moment, other ponies were helping a few wounded guards that returned from trying to distract the soldiers from the civilians. Many were taken to medical tents set up by anypony who was a doctor or nurse. Nurse Redheart, Nurse Coldheart, Nurse Sweetheart, Nurse Tenderheart, and even Nurse Rhyme the filly were there, along with Dr. Stable who were all busy tending injuries at the busiest hours of the day. Cheerilee was having any foals in her class help by making get well cards to brighten their spirits which helped. Snips and Snails’s work was sort of…goofy looking, but it’s the thought that counted. Filthy Rich was getting his employees to help build or do whatever deeds given to them. Diamond Tiara and Silver Spoon were feeling nervous about all of this, mostly because they didn’t want to say anything about the forest fire.

“Welcome, relax yourselves!” Lotus greeted a group of ponies that were in need for spa treatment. “Relax your aches and pains!” Aloe smiled as she gestured to some nice spa baths nearby.

“We’re helping to make things better for you and everypony!” The Spa Twins declared.

Lotus and Aloe called on their staff: Roxie, Quake, and Vera to help whatever was needed. Why, even on different jobs, the flower ponies: Daisy, Lilly, and Rose were at hard work, trying to give out so many flowers to make the atmosphere more perky.

“Come now, girls! We gotta try to help Shining Armor and everypony here!” Princess Cadance commanded to all the mares helping out in the area.

“Right!” Some willing mares responded in hearing Cadance’s request. In another part of the camp, it was mostly guarded by Celestia and Luna’s guards.

In the center of the tent was some sort of meeting going on and there was somepony running the show and operation at the camp. The scene then showed Shining Armor looking over a battle map with figures of Royal Guards and soldiers as some type of battle strategy. There with him were Zecora and the Mayor.

“How in Tartarus are we gonna do this, captain?” The Mayor asked nervously. “I’m trying as best as I can to plan this attack.” Shining Armor sighed.

“The game is set, the match has started, now you must solve the question…what move to make?” Zecora spoke up in rhyme. “I know, but it’s really hard.” Shining Armor groaned. “Loki has unleashed his army, my sister, her friends, and the missing young ones are not back yet, I got a bad feeling of what happened to my sister. I feel that everything’s falling apart!”

“There, there, Captain, I’m sure everything’s going to be fine. Loki didn’t kill Twilight or her friends, so there’s still hope for them.” The Mayor reassured him.

“Seeing the outcome it could be possible…that Twilight and her friends are being held prisoners of war. The Elements were the prime targets and Loki used them to form this task. The enemy is likely to toy with them; Loki won’t finish them off…not until he has settled other matters.” Zecora explained to Shining Armor. “Oh man, I wish Princess Celestia and Princess Luna were here…” Shining Armor grumbled.

“Don’t freak out over this, captain. You’re doing so much in protecting everypony that’s here. It’s what the Princesses would want you to do.” The Mayor sighed. “I know, I wish I could do more.” Shining Armor said as he facehoofed himself. “Captain Shining!” A voice that belonged to none other than Private Katoptris called out. “Somepony that Princess Celestia had sent has returned!”

“Really?!” Shining Armor asked happily. “Eeyup!” Big Macintosh nodded, walking into the tent.

“Finally, some good news! Bring them in!” Shining Armor commanded. Private Katoptris and Big Macintosh stepped out of the way to allow one being to come into the tent. And when everypony saw who it was, they smiled in relief and joy that it was none other than…Spike.

“Spike, am I glad that you’ve returned!” Shining Armor exclaimed as he gave his sister’s assistant a noogie playfully. “It’s good to see you to, Shining Armor.” Spike said with a little smile while Shining Armor let him go.

“Wait! Where’s Thor?” Shining Armor asked in shock. “Um…you see…” Spike began. “Ugh, I better start from the beginning, it went like this…” So, after he took a deep breath, he told the story from their arrive to the border of Ponyheim, to meeting Odin and Frigga, up to the point when Thor made up the decision of not staying home, but returning to Ponyville.

Flashback:

After the news of Thor saying that he was returning to Ponyville, Spike was happy that he was going to make up for the mistakes he made. “Let us return to your home, Spike!” Thor called out as he held down his wing for Spike to climb onto his back.

“Wait, my son! Will you hear me out on one request?” Odin asked, holding out his left hoof in stopping Spike and Thor from leaving. “I wish to have you stay here for some training.”

“WHAT?! You’re saying that you want your son to stay here?” Spike demanded with a puzzled expression.

“True, but while Thor speaks in his heart to return, is he truly ready for what may come on his return?” Frigga asked wisely. “Mother, Father, I do not understand what you are talking about. I am a god and I had plenty of training growing up.” Thor protested.

“Even kings and gods need training to become stronger for an important battle coming up.” Odin advised. “Oh, now I understand!” Thor gasped in realizing what his father meant.

“That is needed for any wise king when they prepare for war.” Odin nodded. “I thought you said that a wise king never seeks out war, but he should always be ready for it.” Thor responded with a puzzled expression.

“Your father does mean that. Training is just a way for a wise king to prepare for war.” Frigga explained her son kindly.

“But how long will this training take?” Thor asked. “Knowing that Loki has always been one with mischief and a master of magic, I have always known he has a great knowledge of strategy as much as battle like I have.”

“Fear not, I shall train you more powerful abilities.” Odin interrupted. “But I cannot just stand here and waste time here while everypony’s waiting for me, I must—“ Thor began, but was cut off by Spike.

“Thor, do what your father says.” Spike commanded.

“What?” Thor asked in confusion. “Thor, you’ve got great powers being a god and all, but if you don’t use them, how else are you gonna stop Loki?” Spike began. “If Odin says that he can train you to more powerful spells and whatnot, then you’ll help us out, it doesn’t matter if sooner or later as long as you got plenty of wisdom to use your powers wisely.”

“You believe…that it would be better for me to help by staying here to get stronger?” Thor asked nervously. “I know it’s a tough choice to make, but you gotta remember this…have Courage.” Spike said with a smile. “Do you Pinkie Promise that you’ll return to Ponyville?”

“I Pinkie Promise that when I am ready, I shall return to your home to help my friends out!” Thor declared with a determined expression. “Please train him well, Odin.” Spike told the white Alicorn.

“You have nothing to fear; I know of the stakes and shall help him learn new abilities as quickly as I can be.” Odin reassured the baby dragon. Soon, they were going their separate ways from there. Spike was going to return to Equestria’s borders again and back home to Ponyville.

As for Thor, he was being led by Odin and Frigga, knowing that with their aid, he’ll be trained to learn new abilities. This was tough for everypony, but in the end, it had to be something for a greater good for all residents of Equestria and Ponyheim.

End of Flashback

“And that’s what happened! I saw what was happening in Equestria and I knew the situation was as worse as I imagined.” Spike finished with a sigh.

“Believe me, it’s really bad.” Shining Armor sighed with a saddened expression. “Loki somehow unleashed some prisoners on the moon with the Elements of Harmony. Zecora was saying that they were corrupted or something. “

“The Elements only work with the wielders they choose, but a stronger will can tame them and work even against Twilight and her friends themselves.” Zecora stated. “Then, Twilight and her friends are in major trouble.” Spike gasped in hearing that his friends could be in trouble.

“It was worse before we went into hiding, Loki was trying to beat Twilight hard and ranting that she was a failure.” Shining Armor explained to Spike.

“That monster, using dirty tricks and lying to my friends…”

“Not only them, they kidnapped the Cutie Mark Crusaders to lure them to the ruins.” The Mayor added. “WHAT?! They kidnapped the fillies?” Spike gasped in disbelief.

“Eeyup, it’s true.” Big Macintosh nodded in agreement as he walked next to Spike in sorrow. “Apple Bloom, Sweetie Belle, Scootaloo, and…we think you too after that fire situation we were havin’”

“What? Are you pulling my leg? I’m standing right here!” Spike lied. “Eenope! Many witnesses said that ya were taken as well.” Big Macintosh stated, shaking his head.

“Unless the key ingredient is a spell to duplicate one’s self by cloning another.” Zecora mused.

“Then…it was a clone of Spike that they captured!” The Mayor exclaimed in shock and surprise. “Interesting, that was exactly like I did, except when I used mine as a stand in, but…” Private Katoptris began, but was cut off by Shining Armor.

“Ugh, Twilight’s gonna be in a lot of trouble for cloning her assistant.” Shining Armor groaned. “Listen, we’re getting off track here. How do we rescue them? And have you heard from the princesses at all yet?” Spike asked with a worried expression.

“We’re not sure on either account.” Shining Armor answered. “All we can do his plan on how to stop Loki and save the others someway.”

“Then, you better fit me in the plan!” Spike exclaimed with a determined expression. “Eeyup; my family’s in trouble and I ain’t gonna stand around for it!” Big Macintosh nodded.

“Ok, if you both want to help that much, here’s a good plan that we can use to stop Loki! He thinks we’re beaten because he has his army and the Elements, but that’s where our defeat can turn into victory.” Shining Armor explained before he noticed the gathering civilians outside of the tent. “And I think I’ve just found our troops for the rescue mission. We’ll call our group ‘The Resistance’!”

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 from Deviantart. I don't own the song Agent of Chaos.

Meanwhile, within the ruins occupied by Loki and his forces, all things were going smoothly well. The soldiers imprisoned on the moon were released, his foes were dealt with, and everything was going as he planned it. Loki sat on the pedestal which once had the Elements on it as the villain relaxed comfortably while resting his head on his right hoof. All was going well for him as all he was doing was waiting for some report from his army to return to the progress of their conquest (Loki had let the army be at some point to help the soldiers).

It wasn’t long before Trixie entered the room by using smoke screens to appear in a dramatic pose with her cape flapping and her hat held high.

“The Great and Powerful Trixie has arrived! Hold the applause, please!” Trixie declared. “I am not. What do you have to report?” Loki asked with a dry tone.

“We each of succeeded in what you wished for, sir and I happen to have a present for you. Something you should remember.” Trixie responded with a pleased smile. “Well, this shall interest me. Tell me, what gift have you brought?” Loki asked.

Trixie levitated her hat off and then levitated the Elements out of it. This made the evil Alicorn smile evilly when he saw what Trixie had presented to him.

“Ah…the Elements of Harmony once again as a prize from Twilight Sparkle and her friends’ defeat.” Loki smirked. “Well done, Trixie! This has to be your greatest display of showponyship ever!”

“Oh please, go on!” Trixie grinned at Loki.

“At long last, everything I have worked for is coming into function! Every task and every detail in my plan have been for this grand moment! The reason I have formed this army is to have Equestria kneel before me! I am pleased with our performance!” Loki announced evilly.

“Are you forgetting something, Loki?” Trixie coughed to get his attention. “When you started the army, you promised that you were to get rid of our enemies while we got rid of yours.”

“Oh, I did not forget, Trixie, but there has been no word on where Thor is ever since he rejected our enemies.” Loki said with a sly smile. “And while the Great and Powerful Trixie likes her share to come quickly, I wonder when the other members will arrive!” Trixie exclaimed happily.

“I sent a word for them to come here just as you used your calling spell in reporting your success.” Loki explained.

“Of course, General Shield Strike and his soldiers won’t be able to make it because they are planning their next attack like our very first meeting.”

“Oh, I see…” Trixie nodded. “Hush, let me have the Elements.” Loki commanded, holding up his right hoof as if he wanted silence.

Trixie gave him a cocky smile and levitated the Elements towards him. “When I recruited you, you were just a simple pony wanting fame while working on a rock farm and now…you have performed your greatest trick which shall be remembered in all of Equestria and everypony will never forget your name. You remind me so much of your father.” Loki smirked.

“Oh, stop it! I mean…my role does inspire myself, but I still have much more to do!” Trixie boasted as she placed her hoof on her chest.

Loki didn’t listen, but stared at the Elements levitating around him with an evil smile on his face.

“Hey, Loki! We’re here! We came to talk to you about our work and wanting our award with everything you’ve done and…" A voice called out as the other members of the army (except for Discord): Gilda, Flim, Flam, and the Diamond Dogs arrived to get Loki’s attention.

Then, ‘Agent of Chaos’ from the Dark Knight began playing the background as Loki and Trixie saw them. “Brother, what do you think is our award?” Flim asked excitedly. “I don’t know, maybe it’s a surprise from Loki.” Flam shrugged.

“What’s our award?!” Spot demanded. “What is it?” Fido added. “What is the award?” Rover asked with an irritated expression.

“Loki, answer us…NOW!” Gilda demanded.

“If you are all so desperate to know, it’s simple…” Loki began. “You do not receive the award until Thor is killed.”

“What?!” Spot gasped. “We don’t get an award until you kill your brother?!” Rover demanded.

“What do you mean?” Fido questioned.

“It is as stated that until Thor is murdered by me, you shall all get your awards and Equestria will fall!” Loki explained. “So, then, you’ll give us the award when you kill your own brother?” Flim asked nervously.

“You have some nerve to force us to wait a bit longer!” Flam groaned.

“If you wanna kill your brother so much, then when he gets here, why not kill him off?” Gilda remarked. This sparked an idea into Loki’s brain as he turned to Gilda and smirked, “Why, Gilda, I rather fight him to the death and THEN kill him off. It makes the death simpler and quicker that way.”

“I like this idea!” Fido nodded in agreement. “Will this plan not fail?” Spot asked.

“We’re gonna work so hard for you!” Rover exclaimed with a determined expression. “This is the best suggestion ever, Gilda!” Trixie grinned evilly.

“If Discord and General Shield Strike ever attended this meeting, I believe they shall agree with this idea as well.” Loki chuckled evilly. “With the six Elements of Harmony in our grasp, our rule is assuring! Once my brother is killed, we shall rule the world! And enjoy the slaughtering of each of our enemies…TO DEATH!!!”

“BWAHAHAHAHAHAHAHAHA!” The villains cackled evilly. “Let’s do this plan!” Spot yelled.

“I agree, I’m totally ready for this!” Gilda agreed with an evil smile. “But how are we going to kill him is the question.” Flim reminded the group.

“Right and I doubt if the plan will work or not.” Flam nodded. “I say…we all help Loki once we tell Discord and General Shield Strike about our perfectly evil plan.” Trixie suggested.

The ponies were freaked out as they saw the same images that disappeared in the sky: Loki and his army were planning to kill Thor in order to rule the world!

“We gotta get to the ruins and stop them!” Shining Armor declared with a determined expression. “And how? Loki put Twilight and her friends in danger and he’s too strong!” Spike asked in worry.

“Then, there’s a way we can still win.” Private Katoptris spoke up. “And what’s that supposed to mean?” Shining Armor questioned with a curious expression.

“I’m assembling a rescue team to rescue your sister and her friends, along with the fillies as well as recover the Elements of Harmony. I want you to distract Loki. Don’t try to win…just keep fighting until we get them out.”

“Oh, I get it! So, we won’t be winning or losing either. Good plan!” Spike said in thought.

“Thanks, but listen, I’m bringing my rescue team over earlier. We’ll lay low until you arrive.” The private said with a determined expression. “No matter what happens, don’t let Loki kill you…and once we get our goals, we’ll give you a signal as well as a way to escape.”

“We’ll bring our forces to the front then.” Shining Armor nodded, gesturing to his team which consisted of Big Macintosh and Spike. Private Katoptris gave him a slight smile as he said, “And I have my forces too.”

He then turned to his rescue team which was made up of Derpy, Dr. Hooves, Cheerilee, Caramel, Lyra, Bon-Bon, Rainbowshine, Twinkle, Sparkler, Cherry Berry, Rose, Zecora, Soarin’, and Spitfire. “Of course, I’m willing to fight after all!” Cheerilee nodded.

“You didn’t have to come of course. You overheard me talking to Dr. Hooves and volunteered yourself.”

“I know…but the Cutie Mark Crusaders are my students and as their teacher, it’s my job to make sure that they’re safe. Plus, even though I don’t have any fighting skills, I once tore down the door at Carousel Boutique while under the influence of the Love Poison!”

Private Katoptris sighed, “Ok, I’ll explain when we get there. We’ll go in once Captain Shining’s forces invade the ruins.”

“We understand!” Everypony nodded in agreement.

“Good, time to begin Operation: Save the Ponies and the Elements!”

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own the song Duel of the Fates. I also don't own the nickname Sergeant Steel Hooves, it belongs to the writer of 'The Elements of Harmony and the Savior of Worlds'.

In the air, a few target got destroyed by lightning bolts. Two days have passed since the release of the soldiers as well as the capture of the Mane Six. Thor was getting better at learning the new powers thus far.

“You are doing well, Thor.” Odin smiled. “You are nearing the end of your training.”

“Yes, of course I am, father.” Thor nodded with a worried expression. “I am still worried. Is my training finished?”

“Hmmm…I believe that is the case. You are done; your new abilities…are slightly as powerful as your normal powers.”

“Good because I must get back! Loki must have done something horrible to Twilight and her friends!”

“If that was the case, we would have gotten word about it earlier.” Frigga said as she watched her son’s training. “But you are right, we must get there before it is too late.”

“Very well. We must fly quickly to Loki’s hideout.” Odin nodded, opening his wings. Frigga and Thor did the same and quickly flew off to the ruins.

It became nighttime at the ruins. Loki paced in the room where the Elements were once stored after the other members of his army left. Time has passed since some of his victories…but no pony deaths yet. Loki guessed that the ponies were possibly in hiding…but that wasn’t what was on his mind now.

“Hmm…I finally had got what I wanted; the soldiers are free, Twilight Sparkle and her friends are my prisoners, but why do I feel empty inside?” He mumbled as he noticed the destroyed picture of him and Thor as colts on the ground.

“It does not even matter…” Loki began stomping his hooves and destroying the photo again. “Why do you do this?” A voice asked in worry.

Loki yelped and stopped destroying the picture as he looked around where the voice came from. “Who is there? Where are you?” He questioned. “I am over here.” The voice called out.

Loki turned and saw a nearby mirror where the image of an alicorn stallion that looked EXACTLY like him was standing there: same green eyes, same black mane except it was short and not choppy, same gray coat, same cutie mark, and the same outfit.

“Why did you terrorize the three main towns of Equestria, kidnapped foals and ponies, and you want to kill your own brother with your army?!” The pony in the mirror demanded with a saddened expression.

“WE did it! I want to kill him because he is not my brother, he never was!” Loki snapped angrily. “I must not listen! You are a monster!” The lookalike in the mirror yelled while he was on the verge of tears.

“I do not care! He never loved me and I was only in the shade of his greatness, knowing that I should be king!” Loki snarled.

“What are you going on about? He’s our brother and you should care for him! Stop going on with these rants on being king and wanting to kill your enemies, so Equestria would kneel before you!” The other Alicorn commanded as tears came out of his eyes.

“We shall never stop until our enemies are dead at our hooves!” Loki yelled. “I do not think our brother will ever forgive you for your actions.” The pony in the mirror winced.

“SHUT IT! My brother never loved me! I am only the son of a monster that parents tell their foals about at night which no longer exists in reality!” Loki growled, firing a spell at the mirror which made the other pony vanish, leaving the villain with only his reflection in the mirror.

He could sense somepony in the room right now, one of the members of his army that he forgot to tell his evil plan about.

“My, my, it seems that Loki has quite the temper when he unleashes it…” Discord mused. “Looking for your award, I assume?” Loki asked as he entered the scene. “Why yes I am, actually. Now that you mentioned it, can I have it?” Discord responded casually.

“I told the others that they do not get their awards until Thor is killed. The same goes to you.” Loki explained, staring at Discord.

“WHAT?!” Discord shouted in anger and shock. “I don’t get my award until you kill your brother?!”

“I am actually going to fight him to the death when he arrives here and THEN kill him.” Loki responded calmly.

“Huh…I actually like this plan, it’s sounds chaotic. I LOVE IT! MWAHAHAHAHAHAHAHAHAHA!” Discord commented. “Gilda came up with the plan herself and mentioned it to me.” Loki smirked.

“But what are you exactly? Besides being a god and the son of an Ice Pony?” Discord asked in curiosity. “I am Equestria’s Reckoning…” Loki smiled evilly.

“I kinda like that term, it sounds so dark!” Discord grinned insanely.

“Why, thank you.” Loki smirked. “I am glad that you enjoy our evil plan…it is time for the dawn of a new age, Discord. I, Loki, son of Laufey and the Bringer to the End of All Pony Civilization!”

“BWAHAHAHAHAHAHAHAHAHAHA!” The two villains cackled.

Shining Armor glanced at the gates of the ruins. He hadn’t been here before; the captain wished that himself when the Main Six defeated Nightmare Moon.

Turning to Spike, the unicorn said, “So, this must be the place…”

“Most likely. Inside that place, I don’t know where, are Twilight and her friends. We can only hope that Loki is distracted long enough for Private Katoptris’s rescue party, wherever they are, to get them out.” Spike shrugged.

“Then, let’s do this! From what I’ve been told, Princess Celestia and Princess Luna, along with their guards, are keeping the soldiers from causing trouble. We don’t know how much longer before Loki decides to bring them back to face us. Sargent Steel Hooves, we’re ready when you are.”

“Steel Hooves?”

“Eeyup, that would be me!” Big Macintosh exclaimed sternly as he bucked down the gates which caused them to open. “Wait a minute, you have military connections?!” Spike asked in amazement.

“Eeyup! Sargent Macintosh of the Royal Guards’ First Rank Regiment! Retired when the flood of Ponyville happened that took…that took…”

“It’s ok, Big Mac, we know how important your parents are to you.” Shining Armor reassured, calming down the saddened stallion over the loss of his, Applejack, and Apple Bloom’s parents during the flood that took their lives while the group entered the ruins. “Loki, come out and prepare yourself to face justice!”

“Oh please! You sound like you are going to arrest me!” A familiar voice taunted as Loki appeared. “But you cannot! I am in charge of Equestria now and for that, it is treason!”

“You don’t have control of Equestria! Not as long as we still have hope. Now, we demand you to release Twilight, her friends, the fillies, and the Elements!” Spike snapped.

“Sorry, I am in no mood to accept requests today. I already told Discord about my new evil plan and I have not heard from General Shield Strike and his soldiers yet. No matter, I shall tell them when they arrive.”

“Now see here! Ya have no right to be doin’ what you’re doin’: terrorizin’ everypony and all!” Big Macintosh exclaimed angrily. “Oh, it is you again…” Loki groaned in annoyance.

“Watch it! Big Macintosh is also Sargent Macintosh of the Royal Guards’ First Rank Regiment AKA Sargent Steel Hooves!” Shining Armor snapped. “Show him some respect!”

“Bah! It does not matter! You should not have bothered to come after seeing what I did to Twilight Sparkle and her friends!”

“Oh, I saw what you did alright…and you’re a liar!” Spike yelled in anger. “Of course I am, I am the God of Lies and Mischief!” Loki scoffed.

“Look, Twilight never fails when it comes to the kingdom or her friends in danger! And believe me; she gets pretty stressed when she believes that she’ll fail everypony.”

“Well, I…”

“Shut up and let me finish!” Spike yelled to Loki, making the Alicorn growl. “And nopony blames Twilight for what happened that day! Did she kill her old friend? No! You did! And Twilight didn’t leave Dinky to die, she told her to run and it was too late for Twilight to save her. And while Twilight has gone through a few troubles in the past, I say she did well in protecting all of Equestria and her friends! You’re nothing more than an insane Alicorn who tells lies because you believe that you’re doing the right thing!”

“Whatever happens or not, she shall face judgment soon!” Loki retorted angrily. “Enough of this! Give up my sisters, their friends, and the Elements now!” Big Macintosh demanded angrily.

“If you truly are desperate to get them back, you must fight me!”

“Then, we’ll do so! Guards, stay back! Spike, Sargent Steel Hooves, and I will handle this! Don’t interfere like you have no choice.” Shining Armor commanded to his troops.

The song ‘Duel of the Fates’ from Star Wars Episode 1: The Phantom Menace began playing as the fighters got into their action poses. “Have at thee!” Loki smiled insanely.

He jumped at the three who dodged his attacks. The villain fired a few spells which they dodged or attacked back. Loki then jumped to a wall and landed on top, glaring. Spike and Shining Armor jumped and ran on the wall. Loki growled as he flew off the wall and lunged at the two who quickly dodged the attack, fighting in midair until they landed.

The evil alicorn bucked Shining Armor, sending him to the ground. Spike yelped as he dodged Loki’s second buck, jumping away a few times…only to bump into his enemy who appeared behind him, taunting, “Hello.”

“Goodbye!” Big Macintosh shouted, head butting Loki and grabbing him by the tail which caused him to fall to the ground while he tried to get up and Big Macintosh whacked him with his hooves. “That’s why I got the nickname Steel Hooves.”

“And this is why I do not care!” Loki snarled as he slashed Big Macintosh with his hooves and made the stallion yelp and back off. “Well, looks like the fight continues here…” Shining Armor mumbled.

“We gotta keep this up until Private Katoptris can get Twilight and her friends and the fillies out of here. Until then, we gotta keep fighting!” Spike told Shining Armor.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own the song Cuban Pete.

At this moment, the scene showed in the prison area of the ruins and inside a cell that was magic and fire proof, were the Main Six and The Cutie Mark Crusaders, along with the Spike Clone imprisoned. Outside of the cell were two soldiers in black armor with green designs Loki had given orders to guard the captive ponies and dragon clone. The prisoners saw that the guards were two unicorns in identical armor guarding outside of the cell.

“Ugh! I can’t take sitting here and doing nothing when Loki is out doing who knows what to Equestria!” Rainbow groaned in annoyance. “Rainbow, calm down! I’ll admit, things ain’t lookin’ right now.” Applejack reassured the freaked out Pegasus. “Things don’t look right at all, Applejack!” Rainbow yelled.

“Please, girls…don’t fight here.” Twilight commanded sternly.

“Ugh, sentenced to life in a cell, the only thing worse than the uniforms or the sloppy meals, ugh! Where’s a mirror?! Is my coat starting to get dirty?!” Rarity whined. “Cheer up, Rarity! You look fine in my sight!” Pinkie grinned. “At least that calms my nerves down a bit…” Rarity sighed in relief.

“We’ve only been here for no less than a day or so.” Rainbow remarked.

“Sweetie Belle, how do we get out of here?” Rarity asked her sister in worry. “I could use the mane pin I used to free Apple Bloom, Scootaloo, and Spike.” Sweetie Belle answered with a shrug. “But I can’t reach the lock without getting caught by the soldiers.”

“At least YOU have still have friends and never failed your sister. What Loki said to me was…kinda true. I failed everypony and my brother. Thor probably hates us now.” Twilight sighed sadly.

“Look, Twilight, Loki’s just trying to freak you out. He’s an evil lying god who just wants revenge on Thor while killing his enemies to try to get to his goal and gain attention, so all of Equestria would fear him if he becomes king.” Rainbow reassured her.

“I know, but…”

“But nothin’! If we wanna prove Loki wrong, we gotta find a way to do so!” Applejack exclaimed in determination.

“Applejack, are we ever gonna get outta here?” Apple Bloom asked with a worried expression.

“Of course we will, Apple Bloom! Just leave it to us to handle it!” Applejack answered as she wrapped a hoof around Apple Bloom. “Now, maybe if we try to dig outta there with our hooves or claws, we could get out!” She pointed to the side corner of the wall as she said this.

“FINALLY! Something to do!” Rainbow cheered in relief. “Shh! You’ll alert the soldiers!” Twilight hushed Rainbow, covering her friend’s mouth with her hoof.

“But Rainbow Dash has the right attitude; we gotta get out by digging!” Scootaloo agreed as Applejack and Rainbow began using their tough hooves to dig a bit through the stone structure.

“I hate to bring bad news to everypony, but this plan MIGHT not work. These walls seem to hold against anypony who’s strong, even Big Macintosh.” Twilight groaned. “Gee, I guess this plan’s a bust…” Sweetie Belle sighed in sadness.

“Well, we won’t know until we try!” Rainbow called out while working. “I wish the Princesses were here to help…” Apple Bloom mumbled.

“Same here.” Sweetie Belle agreed. “It’s alright! We’ll find a way out, Crusaders!” Scootaloo reassured them.

“Twilight, who else is out there that can help us?” The Spike Clone asked, approaching Twilight. “Well, Spike, besides Princess Celestia and Princess Luna, there’s other ponies we know that can stand up against Loki and his army.” Twilight answered with a slight smile.

“Oh! Oh! I know some ponies that could be helpful!” Pinkie called out excitedly. “Let’s see, there are Big Macintosh, Shining Armor, the Royal Guards, and Princess Cadance!”

“Don’t forget the Wonderbolts! After all, Soarin’, Spitfire, and their team are the best flyers in all of Equestria!” Rainbow called out from digging. “Well, there’s also Derpy who can help us too.” Fluttershy smiled shyly.

“I’m sure Spikey-Wikey can help us since he helped us save the Crystal Empire.” Rarity spoke up. “Ok, who else does that leave us with?” Pinkie asked her friends.

“Could we include Miss Cheerilee too?” Sweetie Belle questioned. “Well sure, can’t see why not.” Pinkie answered as she shrugged.

“How about Thunderlane? His wing power isn’t as good as Rainbow Dash’s, but he would be useful.” Scootaloo asked. “What about Daisy, Lilly, and Rose? Do ya think they can help?” Apple Bloom questioned.

“Maybe…I don’t know their skills, but I have faith that they’ll help.” Fluttershy shrugged. “And the Cakes can provide refreshments and snacks!” Pinkie smiled.

“Hey, you’re forgettin’ about Zecora! I bet y’all anythin’, she can whip up a potion to destroy these baddies!” Apple Bloom added. “Well, maybe the Mayor is trying to gather up everypony that can help out against the army…” Pinkie mused, stating what was on her mind. “Oh, they could be called…The Resistance!”

“Ok…? I think we’ve got it covered that we’re not the only heroes, so long as somepony comes to help.” Twilight told everypony.

“But how? Do they know how to even get there?” Fluttershy asked. “Wait, what’s this?” Sweetie Belle questioned as a note appeared.

Twilight levitated the note over and read, “’Your friends are coming to get you out. Signed, unknown. P.S. eat this note so the soldiers won’t know.’”

“Well, whaddya know! We’re getting saved!” Pinkie grinned, eating the note. “I guess The Resistance I was talking about is coming after all!”

“But what about Thor? Wouldn’t he be able to help?” Scootaloo asked Twilight. Twilight remained silent at the thought of Thor helping out in the battle against his brother.

“Twilight, it’s ok. You can’t blame yourself for…” The Spike Clone began to reassure his boss, but was cut off by her. “No, Spike! I should!” Twilight snapped. “I felt like I lost a friend! And this is the second time it’s ever happened in my life!”

“Twilight, we know it’s not your fault, none of us didn’t know that Odin never told him. It’s sad, Loki wants revenge on Thor for being ignored and rejected as a colt and not knowing about his true parentage.” Fluttershy reassured Twilight.

“Fluttershy, what do you mean?” Rarity asked in amazement. “Well, when he first saw Thor, he showed signs of hatred of somepony evil. It’s something almost all of the villains we battled showed. It seems that after he found out about his true parentage, he decided to choose the path of evil and began killing those who stood in his way to get his revenge.” Fluttershy explained.

CRUMBLE…a sound of loose rocks falling was heard that broke the conversation the ponies were having. Applejack and Rainbow stumbled back in surprise as a loose broken crack in the wall appeared which they moved to reveal...an escape hole leading somewhere in the ruins.

“Hey, I think we managed to catch a break!” Rainbow called out. “More like a tiny break, look here.” Applejack pointed out. “That there is nothin’ more than a hole behind this wall. And we’re all too big to fit through it!”

“Maybe if we squeeze in real tight, it could work.” Pinkie suggested happily. “Please, I’m not going through the small hole! It may mess up my mane and tail!” Rarity complained.

“Ugh…you and your mane problems.” Applejack grumbled. “It looks like the hole is big enough for…a little foal or a baby dragon to squeeze through!” Twilight realized in amazement. “What’s the plan then?” Rainbow asked.

“The hole’s too small for us, but not those of a filly or baby dragon’s size.” Twilight suggested with a determined expression. “Wait a sec, Twilight! Are ya suggestin’ that my sister and her friends go through there?” Applejack interrupted as she pointed to the hole in the wall.

“That’s a great idea!” Apple Bloom grinned. “No, it’s a horrid idea! We can’t let three fillies and a baby dragon storm the enemy’s hideout!” Rarity rejected nervously.

“But Rarity! We can help!” Sweetie Belle pouted, giving the same expression she gave Rarity to force her into going camping with Applejack, Rainbow, Apple Bloom, and Scootaloo. “Yeah, we could go out there and find the keys to your cell and we’re free!” Scootaloo nodded with a determined expression.

“Girls, I know I’m asking a lot, but we’ll have to trust that those smaller than us can really do this.” Twilight told her friends. “And they won’t be alone; I can try to help with my fire breathing skills.” The Spike clone reassured Twilight and her friends.

After a few minutes passed, the Main Six started to calmly smile at the determinations in the three fillies and baby dragon.

“Alright, Twilight, I have second thoughts about this, but I’ll comply.” Applejack sighed. “Yes, if you can trust Spikey Wikey and Applejack with Apple Bloom, I suppose I’ll do the same for Sweetie Belle.” Rarity nodded.

“And that goes for you too, kid.” Rainbow grinned as she patted Scootaloo’s head. “Ok, Rainbow Dash!” Scootaloo smiled at her idol.

“And don’t worry, we’ll keep the soldiers from noticing three missing fillies and a baby dragon in our cell until you all get back.” Pinkie reassured them with a smile.

There was a small silence in the room as the Main Six hugged the Cutie Mark Crusaders and the Spike Clone to comfort them.

“Enough of this touchy feeling, time to get to Operation: Filly and Dragon Infiltrators!” Rainbow declared, breaking the emotional moment.

Soon, the Cutie Mark Crusaders and the Spike Clone nodded with determined expressions as they went over to the hole that can only fit the four of them. Each one went by one at a time, first being Scootaloo, Apple Bloom, Sweetie Belle, and the Spike Clone.

Back at the battle, the two stallions and the baby dragon kept the attack on Loki who fired spells at them which they dodged. He then bucked Spike to the ground hard. “There you go, young dragon! Right in the dirt where you belong!” Loki taunted Spike sinisterly. Spike got up and spat dirt out of his mouth while snapping, “Loki, that joke wasn’t even funny!”

“Loki, your reign of terror ends today!” Shining Armor declared as his horn glowed. “Equestria will be rid of your influence once and for all!”

“Awww, you are getting serious…why so serious?” Loki taunted Shining Armor wickedly. “I’m getting sick and tired of you saying that!” Shining Armor yelled while gritting his teeth.

“Eeyup and the same with you and your wrath!” Big Macintosh nodded.

“Yeah, you’ve been going out of control and killing innocent ponies!” Spike pointed out dryly. “Excuse me?! I am a god, you foolish young dragon! I do what I want!” Loki remarked to Spike in annoyance.

“I’LL BEAT THE LIVING TARTARUS OUT OF YOU!” Spike roared in anger. “Enough of these threats!” Shining Armor snapped while the battle resumed.

“Hmm, where are the Royal Sisters?” Loki asked, noticing that Celestia and Luna were absent. “This would not surprise me since Princess Celestia did nothing when her sister, Discord, or King Sombra returned; she even got beaten by Queen Chrysalis when she impersonated her niece: The Crystal Princess.”

“That shows what you know! The princesses are keeping your army at bay! And don’t insult Princess Celestia like that! She just had some bad luck in the past. She can fight you when or if she can!” Shining Armor snapped at Loki in anger.

“In that case…” Loki muttered before pointed to two Pegasus soldiers who were watching the battle. “You two! Bring me the Princesses, so I can kill them slowly!” The soldiers nodded and prepared to fly off to do their task.

But Spike exclaimed, “NO!” The baby dragon fired two fireballs at the two soldiers who fell to the ground in pain. Loki glared at Spike who snapped, “Leave the Princesses out of this! This is our battle!”

“Oh, bother, this is coming from a young dragon who does not even know where he came from.” Loki scoffed to Spike with a devilish smile. “Shut up!” Spike shouted as he got up. “Very well…and before you go on about me being a liar, I am the God of Lies and Mischief! It is my duty!” Loki snapped.

“If Odin never told you about your true parentage, then you wouldn’t do all the horrible things you’ve been doing, like killing my sister’s friend, Dinky!” Shining Armor yelled to Loki furiously.

“Oooh, I am so frightened…NOT!” Loki laughed madly. “No worries, I shall spare you long enough to see Twilight Sparkle get what she deserves: a stab in the mouth or a stab in the back of the neck with a sharp knife!”

“DON’T YOU DARE!!!” Spike shouted as he charged towards Loki, enraged at the idea of the alicorn killing the friend who looked over him growing up. Loki chuckled evilly.

This was going to be fun…

The scene changed to where somewhere in dark corridors of the ruins where Loki planned his evil, the two soldiers marched up and down the hallway. Nothing was going to catch them off guard, if they ever see a mare or stallion, they have orders to deal with the problem before reporting. Sneaking around many torn tapestries, dented or rusted suits of armor, and broken statues were the Cutie Mark Crusaders and the Spike Clone. They used their small size as their advantage against the slow guards only watching out for larger ponies.

“Coast’s clear, let’s move!” Apple Bloom reported, sneaking along the way with her friends. “Um, where do they keep the keys to the cell?” Sweetie Belle asked in confusion.

“I don’t know, this is the first time I’ve gotten out of a cell to look for the keys too.” Apple Bloom shrugged. “We best be careful, they’re soldiers almost everywhere.” Sweetie Belle warned.

“Shhh! Somepony’s coming!” Scootaloo hushed them as they ducked into a nearby corner.

There were a set of soldiers marching down an area of the corridor and what was worse was that they were going to come up to a fork split in which the Cutie Mark Crusaders and the Spike Clone were on one side and peeking from a corner. “What do we do now? If we run ahead, they’ll see us.” Sweetie Belle asked silently. “Well, we can’t turn back now; there’s gotta be a way.” Apple Bloom whispered back.

Suddenly, the Spike Clone saw a suit of armor behind the marching soldiers and that’s when an idea struck her.

“Hang on, girls! I got an idea for stalling!” the Spike Clone told the Cutie Mark Crusaders with a determined expression, walking up behind the suit of armor and shoving it. CLUMP! The suit of armor fell over and collapsed which caused the soldiers took notice on what happened.

“What happened?” One soldier asked. “Who goes there?!” The second soldier snapped.

“Did you see anything? I didn’t notice.” The first soldier questioned. “No, but the armor just fell; maybe it’s the wind?” The second soldier shrugged.

“Come on, let’s go back and check it out!” The first soldier declared. “Right, Loki and General Shield Strike will have our heads if there are any intruders.” The second soldier responded nervously.

Soon, the soldiers left their spot, making the Cutie Mark Crusaders and the Spike clone sigh in relief. Then, they ran across to the other side and gave each other a silent brohoof.

“Great work, Spike! That got ‘em distracted.” Apple Bloom sighed. “But they won’t be fooled for long; we gotta get Twilight and the others out!” The Spike Clone stated.

“I was wondering what if when we find the keys, it’s with the soldiers by the cell that have them?” Sweetie Belle asked with a worried tone. “Great, we completely let that one slip!” Scootaloo groaned as she facehoofed herself in disappointment.

“Then, how do we get Rarity and the others out?” Sweetie Belle questioned. “We can barely use magic or fly and from our lack of experience, it’ll give us away!”

“Spike is the only one that’s better than the rest of us, but even he’s got limits.” Apple Bloom pointed out. “Hey, there’s a door over there!” Scootaloo exclaimed, pointing to a set of doors nearby which caused the group to walk over.

“Those are some big doors, but what could be behind them?” The Spike clone wondered out loud.

“Well, it’s better than stayin’ out in the open, come on!” Apple Bloom commanded.

The Cutie Mark Crusaders and the Spike Clone approached the door to look around the halls for no signs of enemies. Once the coast was clear, they quickly went to work on opening the double doors which was hard for three fillies and a baby dragon to do even when working together. After much work, the doors made a creaking sound as they opened, even by a crack that was just enough for the fillies and the young dragon to sneak through. Inside, however, was dark and there wasn’t much light except from the door they left open. Or so the Cutie Mark Crusaders and the Spike Clone thought before there was a loud slamming sound that caused the fillies to scream in fright and hug each other, wondering who did and who made it dark.

“Sorry.” The Spike clone apologized.

“Spike, why did ya have to shut the door? It’s dark and we can’t see!” Apple Bloom demanded in annoyance. “Hey, I think I’ve found some lever!” Scootaloo called out.

“Whatever you do, don’t…” The Spike Clone began, but Scootaloo pulled the lever anyways. CREAK…”Touch it.” The Spike clone finished his warning. Then, without warning, lights came on to reveal machinery on different platforms.

“Oh my star apples!” Apple Bloom gasped. ”I reckon seein’ these! They’re Flim and Flam’s inventions!”

“Duh! Look!” Sweetie Belle pointed out a sign that was labeled ‘Flim-Flam Brothers Workshop and Display Room’. “Gee, look at all the cool machine stuff!” Scootaloo grinned in interest.

“Hey, there’s the machine they used to put the Apple Family out of business!” Sweetie Belle exclaimed as she pointed to the Super Speedy Cider Squeezy 6000 which was on display nearby. “Ugh, my family and I still say that it’s better to make cider with the right stuff which, as Granny Smith always said, was love.” Apple Bloom sighed.

“Check this out!” Scootaloo called out. “This one’s called…uh, The Ballistic Blasters 7000 and had similar models to attack Ponyville against the barrier by using flaming cannonballs.”

“Twilight did say that they set the cannonballs on fire with some sort of magic…” The Spike Clone mused.

The Cutie Mark Crusaders and the Spike Clone went to go check out the other inventions made by Flim and Flam. There were the Comet ATMX (a mechanical tank that looked like The Challenger Leopard 8000 excluding the flat bottom which was painted black), The Flame Falcon 4300 (an orange, red, and white machine with laser launchers), The Forest Cobra 6500 (a camouflage colored tank), The Inferno Husky (a red and blue machine with flamethrowers), The Grizzly (a dark brown tank), The Black Eagle (a black machine that resembled the Flame Falcon, but painted black), The Ford Trooper 4000 (a tank painted dark red), and finally there was the Lightning Striker (a yellow machine painted with black stripes with cables that can electrocute anything in it’s path).

“So, these are what Flim and Flam made?” Sweetie Belle asked in curiosity. “We’re wastin’ time here, let’s go!” Apple Bloom called out.

“Right, we need the key, not to look at the machines!” The Spike Clone told the Cutie Mark Crusaders.

“Hey, you gotta see this!” Scootaloo called out as she gestured the others to come over.

Apple Bloom, Sweetie Belle, and the Spike Clone gathered around Scootaloo and saw a 20 foot tall machine which was painted green and had a knives sticking around the control area and was called the Lizard Giant 6000.

“Whoa…” They all gasped in amazement. “Here’s a plaque explaining what it is.” Sweetie Belle said. “It says it’s called the Lizard Giant 6000.”

“It has knives sticking around it’s body and around the control room that can break through anything since they’re made out of diamonds, along with powerful attacks that can cause earthquakes and can overpower Pegasi and Unicorn powers…sounds awesome!” Scootaloo read with a grin.

“Are ya’ll sure that this looks safe?” Apple Bloom asked nervously. Suddenly, Scootaloo froze for a moment when an idea formed in her head and she exclaimed, “This is it! It’s our chance! If we’re facing danger, this machine is the key!”

“You’re suggestin’ that we use one of their inventions?” Apple Bloom questioned.

“It says here that there’s a control center to get into by opening the middle which isn’t surrounded by knives, allowing ponies to control it.” Sweetie Belle explained to her friends. “Then, should Spike control it?” Scootaloo asked in confusion.

“Well, I guess I could.” The Spike Clone shrugged.

“Come on, Spike! Think about it! We could bust everypony outta this place!” Scootaloo explained, patting the baby dragon on the back. “Ok, let’s check it out.” The Spike Clone grinned as he went to the machine and opened the cockpit for the Cutie Mark Crusaders to enter. “Well, this looks safe, but how do we activate it?” Apple Bloom asked.

“Maybe by pushing one of these buttons or switches?” Sweetie Belle questioned as she gestured to the controls.

“Wait, here’s an instruction book!” Scootaloo called out. She pulled out an instruction book from underneath the seat cushions. “Why would Flim and Flam hide an instruction book in this thing?” Apple Bloom questioned.

“Think you can understand this stuff, Spike?” Sweetie Belle asked.

The Spike Clone took the instruction book from Scootaloo and was zooming through every detail and instruction on operating the machine.

“I think I know how to get this machine running. Girls, we gotta take things slowly with this thing, we may be young to do this, but we have to go on with it.” Spike explained to the Cutie Mark Crusaders.

“Ok!” They nodded in agreement. “Y’know, I think we could get our Cutie Marks in Lizard Giant piloting.” Apple Bloom suggested to Scootaloo and Sweetie Belle.

“CUTIE MARK CRUSADER LIZARD GIANT PILOTS, YAY!” The three fillies cheered in excitement. Soon, the machine started and the fillies and dragon were off to save the adults.

At this time, the scene returns to the Mane Six still in their cell, unable to escape at the moment. And worst of all, one of the soldiers were coming up to deliver some meal to them while inspecting them from outside of the jail bars.

“Say, where are the fillies and the dragon?” The soldier asked. “Um, what do you mean?” Rarity questioned nervously.

“There were at least six mares and three fillies and a young dragon. Where are they?” The soldier stated in a serious tone.

“Um, they’re…” Twilight began with a nervous expression. “Right here!” Pinkie called out, gesturing to a sheet with four lumps that had the sizes of foals and a baby dragon. They’re just hiding under the covers!”

“Well, remove the covers so I can see them!” The soldier snapped.

“Now wait just a minute, buster! Can’t you see that they’re scared?!” Rainbow demanded. “Ya went and frightened their little minds! Ain’t that enough what ya want to let them be?” Applejack scolded in annoyance.

“That may be true, but I have to check to be certain!” The soldier replied.

“Please, you can’t just…” Fluttershy began shyly. “Listen, when I say I will, then I’ll check to see if you all are here!” The soldier snapped at Fluttershy.

“No, you won’t because we’re all here!” Pinkie retorted with a determined expression. “Yes, I will check by my orders!” The soldier argued.

“No, you won’t!” Pinkie snapped back. “Yes, I will!” The soldier retorted.

“No, you won’t!” Pinkie repeated. “Yes, I will!” The soldier repeated. “No, you won’t!” Pinkie argued.

“Yes, I will!” The soldier yelled. “Yes, you will!” Pinkie snapped while slyly mixing things up a bit.

“No, I won’t!” The soldier repeated. “Yes, you will!” Pinkie repeated.

“No, I won’t!” The soldier retorted. “Yes, you will because it’s your job!” Pinkie shouted.

“No, I say I don’t have to and you’re staying put right here! And that’s FINAL!” The soldier snapped as he left without knowing that he’s been tricked.

“So, are they all in?” The second soldier asked. “Yeah, they are!” The first soldier answered, looking back at the cell.

The Mane Six sighed in relief, knowing that they somehow fooled the soldiers. “Ok, that was close…” Rarity commented. “Pinkie, that was so awesome how you tricked the soldier to think the other way!” Rainbow grinned as she brohoofed Pinkie.

“Awww, it was easy…I just put some pillows underneath the sheet.” Pinkie shrugged. “Easy nothin’, why I darn thought that trick would never work!” Applejack smiled at Pinkie.

“Well, Pinkie and Rarity tried to use that kinda stuff to help me once.” Fluttershy admitted. “For now, this bought us time; hopefully the girls and Spike’s team can help us escape.” Twilight reminded her friends.

“Well, maybe things can get better.” Fluttershy shrugged.

“Fluttershy, I know you like to think that way, but unless we get proof of things will get better--” Rainbow began, but she was cut off. “Oh, how about if somepony were to knock out the soldiers to open the door to come in and free us all just like the note said?” Pinkie suggested happily.

“Pinkie Pie, that sounds nice, but we need to be reasonable, all we know is that there will be a rescue party, but who can possible be part of it?” Rarity asked.

CLUMP! CLUMP! Suddenly, there were sounds of something hard bashing against something which sounded like the two soldiers outside who were groaning. It was almost like they were knocked out.

“Um, what just happened now?” Applejack asked. “I believe you’re being broken out of jail.” A voice said while the doors were swung open.

And then, the Mane Six saw their rescuer who was none other than…”Private Katoptris!” They exclaimed happily. “I told you my note was right.” He stated with a slight smile.

“Awesome! You came in at the right time!” Rainbow cheered. “Oh thank Celestia! We can escape!” Rarity sighed in relief.

“But what about Princess Celestia and Princess Luna? Couldn’t they come?” Fluttershy asked shyly. “Unfortunately, they’re dealing with some of Loki’s forces as we speak.” Private Katoptris sighed sadly.

“It’s ok! You’re here to save us and that’s all that matters!” Pinkie reassured the private happily as she patted him on the back.

“True, Loki doesn’t know of my presence here which gave me and the others the chance to break all of you out.” Private Katoptris nodded. “Captain Shining, Spike, and Big Mac are busy fighting him right now.”

“The real Spike and my brother are here?” Twilight gasped.

“Correct, once we get all of you, the fillies, and the Elements out of this place, we’ll give them the signal to escape.”

“Others? There are more besides you?” Twilight asked in shock. “A few ponies have volunteered to save your lives as well as…um, weren’t there three fillies and a baby dragon here?” Private Katoptris answered with a nod.

“Oh, we sent the younglin’s out without realizin’ we got our break right here and now!” Applejack groaned, facehoofing herself. “We gotta search for ‘em!”

“They went through this hole, but we don’t know where it leads to. Private Katoptris, could you help us find the darlings? We said we trust them to help us escape, but now we have to warn them of our freedom.” Rarity explained.

“I understand completely, now we must find them.” Private Katoptris said as he left with the Main Six following him.

Soon, the Main Six, along with Private Katoptris, were quickly out of the cell and running to the door leading out of the prison where the unconscious soldiers were lying on the ground. “Boy, what did you do to these soldiers?” Rainbow asked while they were running. “I enchanted some rocks to use a sleeping spell on the soldiers.” Private Katoptris replied.

“Wow, that’s an amazing trick! It sounds so simple, yet somewhat hard.” Twilight commented in awe.

“Hmm, being the wielder of the Element of Magic, I say you’ll have a special helping hoof in learning that trick somewhere along the road.” Private Katoptris smiled. “Wait a minute!”

Suddenly, the ponies ceased running, but it was too late. For in front of the doors were four tough looking soldiers who took notice in the prisoners escaping.

Most of the ponies had managed to bring out their key items since Private Katoptris retrieved them for the mares; Rarity levitated her gems and precious metals out of the ground, Applejack took out her specially made lasso, Pinkie pulled out her party cannon, and Rainbow threw her sunglasses on (Twilight levitated them out of her saddlebag to give it to her).

“Hey, what are you—“One soldier began in annoyance. “GOTCHA!” Rainbow shouted, swinging her front hooves left to right. POW! And it made a big impact on the soldier’s head.

“AAAAAAAAAAAAAAH!” The soldier yelled in pain as he fell over.

“YEEHAW!” Applejack cheered. She went up while whirling her lasso around one of her targets. “GAH!” The second soldier yelped while getting caught in the lasso which tossed him into a suit of armor before being knocked out by a helmet.

“Take this, beasts!” Rarity snapped, launching her gems and precious metals at the last two soldiers. SMACK! The attack managed to get both of them.

“AAAAAAAAAH!” The two soldiers yelped before they fell over backwards and were out cold. Soon, all of the soldiers were knocked out from the tough muscles of the Mane Six.

“Awww, I wanted to try my party cannon at least once on them!” Pinkie whined in disappointment. “Unfortunately, that would’ve created too much noise.” Private Katoptris explained to Pinkie in regret. “But I am impressed on how well you all fought and seeing why Princess Celestia has such high faith in all of you.”

“We had to practice when we were at the Crystal Empire and then around to beating King Sombra for the Crystal Heart.” Rainbow explained as she lowered her sunglasses before pushing them back up.

Suddenly, Fluttershy nearly yelped as she heard some hoofsteps from down the hall. “Girls, I hear hoofsteps coming!” She warned the group. “We have to get out of here! They’ll notice what’s happening here and call reinforcements!” Twilight commanded.

“And our sisters, Scootaloo, and Spikey Wikey are still somewhere in this place.” Rarity stated with a concerned expression. “Let’s go over through those double doors and seal up on the other side!” Pinkie suggested, pointing to a double door nearby.

“Yeah, that might keep those goons busy in trying to pry the door open while we continue our business.” Rainbow nodded with a sly smile.

“Come on, y’all! Let’s hurry on out!” Applejack commanded as she gestured the crew to follow her.

The three Alicorns arrived almost on the edge near the bridge which led to the ruins. Thor landed alongside Odin as he advised, “This is close as I can get you. You must get there on your own, my son.”

“Yes, thankfully I can see where the madness is happening.” Thor nodded grimly. “I must go. Hope that I live after this battle with Loki, father, mother.”

“Good luck, Thor. The fate of Equestria rests in your hooves, along with the Elements of Harmony and Spike’s.”

Thor nodded as he rushed across the bridge. Odin paused and frowned a bit, Frigga noticed this and asked, “Darling, what troubles you?”

“We must get our army in Ponyheim to assist Celestia and Luna with their battle against Loki’s forces. After all, I am still keeping our promise we made years ago. Our allies would need more help.” Odin explained grimly.

The two Alicorns quickly flew off back to Ponyheim to get their army.

Soon, the Mane Six and Private Katoptris went to the double doors and out through them before trying to shut them behind their pursuers. They helped grab a board to set it up in a slot rail to hold the door close.

Then, Pinkie was helping pass some boards for Rainbow and Fluttershy to place and bang some nails against the door. They did the same with the next to make an X shape over the first rail board in the middle. Applejack and Pinkie were getting two boards to make another X shape cross on the bottom side of the door to bolt it in. Then, Private Katoptris made a magic chain appear which he, Twilight, and Rarity levitated and sealed the door to keep it very tight. Then, the ponies turned around and rested their backs against the sealed off double doors, sighing in relief.

“Phew…that ought to block ‘em!” Applejack sighed. “I like to see the look on those soldiers’ faces when they see this!” Rainbow smirked.

“Um, girls…we have a problem.” Fluttershy muttered nervously.

Then, without knowing it, in front of the Main Six and Private Katoptris were…dozens of soldiers aiming their spears or horns to aim it at the caught heroes. The ponies’ eyes widened as they gasped or turned pale.

“GAHHHHHHHHHHHHHHHHHH!” Pinkie yelped.

“AHHHHHHHHHH! We’re surrounded!” Rarity panicked. “I don’t suppose you knew they were out here?” Twilight asked Private Katoptris with a nervous smile.

“In truth, I expected less numbers.” Private Katoptris shrugged. “You ponies have the right to remain silent! By the order of Loki—“ The soldier in front began to address the Main Six and Private Katoptris.

“So…many…soldiers…” Fluttershy whimpered. “AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!”

“Oh boy, Fluttershy can sure scream.” Applejack commented in surprise. After the screaming stopped, the soldiers took their hooves off of their ears and glared at the caught ponies.

“Alright, let’s try this again! Anything you say can and will be used against you in court!” The soldier exclaimed. “Yedibububobo, nenenwuwuwawawa, chichichichci-cowowowowowo, pindimtimbincihn, hocuspocus-bowwooo-pow!” Pinkie randomly blurted out in gibberish.

And this left the soldiers puzzled as they looked at each other in confusion, hoping that somepony would translate it. They couldn’t use this gibberish in court. “Anypony got that written down?” The soldier asked the others.

“Got it written down? I couldn’t even follow it!” A second soldier commented with an ‘are you kidding me’ expression. “I barely understood it!” A third soldier added.

“Anypony speak weird pony gibberish?” A fourth soldier questioned. This caused many ponies to be surprised about what Pinkie did. They just got more time after making the soldiers confused and lost about what just happened.

During which, Private Katoptris seemed to have his horn glowing, building up some sort of spell with these soldiers easily distracted.

“Ok, once more from the top!” The first soldier stated. “It’s all over, ponies! Put your hooves up where we can see them! Or we’ll attack!” This looked bad for the Mane Six and Private Katoptris; if they didn’t do something, they would be either blasted or skewered by the soldiers’ choices.

They couldn’t just quit and go back to the cell. “Does anypony know how to get out of this mess?” Rarity asked nervously. “Don’t worry, during that distraction you all created, I managed to learn an Enhancement Abilities spell!” Private Katoptris calmly explained.

“What does it do?” Twilight asked in curiosity. “It’s a spell with usual properties that when it comes into contact will give such great power to a being to perform their natural talents to a new level.” Private Katoptris said with a smile. “Oooooh, I wanna see how it works! I wanna try it!” Pinkie squealed happily. “No way! I gotta be it!” Rainbow exclaimed.

“Nah, that’s for me to help everypony.” Applejack declared. “Girls, girls, wait…” Twilight began, but was cut off.

“The soldiers are staring at us.” Fluttershy pointed out nervously. “Ugh!” Private Katoptris yelped, getting pushed over by the mares which thrown off his spell on one pony.

“Oooooh, tingly…” Pinkie commented. “Pinkie?” Fluttershy asked with a worried expression.

“Alright, you’ve had your moment, we’re going to attack!” The first soldier declared. “Oh no, whatever shall we do?” Rarity yelped in horror as she placed her hoof on her head dramatically.

Suddenly, Pinkie made a crazy look on her face at the soldiers while letting off a sly hiss under her teeth.

“Ugh, everypony, I think we better stand back for—“ Twilight began, but was cut off by Pinkie. “Hit it!” She declared while jumping.

Then, suddenly, the ruin’s lights flashed on beaming from a shaft, shining down on the spot where the ponies were trapped. But what was even stranger was that from the quick blindness, everypony saw Pinkie dressed in a light blue Mexican style dress and black hat on top. If that wasn’t the strangest thing yet, the pink pony looked ready to dance as a trumpet and drum beat in a Mexican style was heard out of nowhere.

“Pinkie?” Rainbow asked in a puzzled tone. “What…happened to her?” Applejack questioned with a bizarre expression.

“The spell I tried to give out has unleashed her abilities to their fullest. But what is her ability?” Private Katoptris responded. “Oh boy, I think I know what it could be….” Twilight sighed in annoyance.

As Pinkie danced around in front of her friends to the soldiers, she posed herself. Then, what happened next was no surprise as Pinkie began singing a song…

Pinkie: They call me Cuban Pete

Pinkie declared while shaking her maracas as the enemies watched her.

I'm the king of the rumba beat

The pink pony stated this with an honest and innocent expression to the audience.

When I play the maracas I go Chick-chicky-boom chick-chicky-boom

Then, Pinkie held up her maracas and shook her sides left and right.

Yes sir, I’m Cuban Pete

The pink pony proclaimed as she continued to dance in front of her friends and the enemies just watched in confusion.

I'm the craze of my native street

Pinkie exclaimed while dancing forward.

When I start to dance everything goes Chick-chicky-boom, chick-chicky-boom

The pink pony posed herself as she held one of her maracas under her chin while looking around at the crowd of soldiers. Then, she threw her maracas into a wall which broke, but she didn’t care.

The stallions they sing and they swing with "terampero"

The soldiers continued to watch in confusion as they watched Pinkie dance some more.

It's very nice - so full of spice

Then, she came around Fluttershy and Rarity as she said this while they greeted her with smiles.

And when they dance in they bring a happy ring that "era keros"

Then, Pinkie shook her plot before Fluttershy and Rarity had suddenly pushed their friend away.

Are singing a song all the day long

The pink pony then continued dancing around as the soldiers watched in confusion still.

So if you like the beat, take a lesson from Cuban Pete

Pinkie continued to dance and pointed to the soldiers.

And I’ll teach you to Chick-chicky-boom, chick-chicky-boom, chick-chicky-boom

Then, she spun around and began shaking her front hooves while dancing.

Soldier: She's a really modest mare

Then, one of the soldiers began to sing unexpectedly, much to the others’ confusion.

Although she's the hottest mare

The soldier paused before he kept singing as the other soldiers stared at him.

In Havana, in Havana

Then, he yelped and stopped singing as if General Shield Strike would be glaring at him if he were here.

Pinkie: Si, sir, I know that you would like a Chick-chicky-boom, chick-chicky-boom, chick-chicky-boom

Pinkie continued dancing while the soldiers continued staring in confusion.

It's very nice - so full of spice

Then, without warning, the other members of the Mane Six began moving to the beat.

I'll place my hoof on your hip

While the action was going, the soldiers thought they saw something going on from outside of the courtyard.

And if you will just give me your hoof

Then, Pinkie danced in the center while the soldiers kept on staring in confusion.

Then we shall try just you and I iy-yi-yi!

The pink pony kept on dancing as the soldiers were still watching.

So if you like the beat, take a lesson from Cuban Pete

“We need to get out of here!” One soldier yelled, leaving the room with another soldier.

And I’ll teach you to Chick-chicky-boom, chick-chicky-boom, chick-chicky-boom

Suddenly, conga music began playing with Pinkie getting in a conga line with her friends. “Hey!” They chanted while dancing off. “Iy-yi-yi!”

Then, they all start dancing to a jive while the song was then coming to an end.

Shake your booty, daddy, wow! See ya!

Pinkie and her friends quickly slipped out of the crowd without a trance.

“Hey! They got away!” A soldier exclaimed in shock.

It was around this time while the ponies were sneaking off past the soldiers after Pinkie’s dance number. It was also around the time the song ended and the outfit she was wearing vanished and Pinkie seemed to have returned to normal. “Wait, what just happened?” Pinkie asked. “You don’t remember helping us escape?” Fluttershy questioned.

“Other than that spell Private Katoptris casted, it’s blank. What did I miss?” Pinkie replied in confusion. “Let’s just say that out of all the times I said you were random…that was the most awesome thing you have ever done in your entire life!” Rainbow grinned.

“Oh you’re welcome!” Pinkie responded with a smile. “Not so fast, ponies!” A voice called out.

“So much for an easy escape…” Applejack sweatdroped. “On the bright side, there are less of them.” Private Katoptris shrugged.

The Mane Six got into their battle positions, expecting the worse. It was only about to get much worse until…”LOOK OUT BELOW!” A voice yelled out. CRASH! CRASH! CRASH! Then, objects like a flower pot, an anvil, a cart of hay, and a piano came crashing down onto the soldiers which knocked them out.

The Mane Six looked up and saw something flying above them that they couldn’t believe. “Derpy!” They exclaimed in surprise. “Hey, Derpy! Nice to see that you’re helping out.” Rainbow called out happily.

“Yeah, I joined Private Katoptris’s rescue team to help save all of you.” Derpy nodded while landing on the ground. “Oh well, we can flee without worrying.” Rarity shrugged.

Suddenly, one of the soldiers came charging at them. “Look out!” Private Katoptris tried to warn them, but…”AHHHHHHHHHHHHHHHH!” Fluttershy screamed. Her tail was being levitated by the soldier who was a unicorn. “Make one move or this pony dies!” He snarled.

“Eeep!” Fluttershy yelped as she shielded her eyes in fright. “ALLLLLLLLLLLLLLLLLLLLLLLLLLOOOOOOOOOOONNNNSSS-Y!”A loud battle cry shouted from the distance before…

”GAH!” The soldier yelped, getting tackled down by what appeared to be an Earth Pony stallion wearing a light green tie.

“Eeep!” Fluttershy squeaked. She quickly jumped and flew towards the Mane Six, landing next to Rainbow. CLUMP! The soldier hit the pavement and the stallion who took him down that the Main Six knew from the voice and catchphrase was…”Dr. Hooves!” The mares grinned.

“Phew! Who guessed it that I would let off some steam by knocking out some villains?” Dr. Hooves sighed in relief with a sly and jolly smile. “Great you’re here to help!” Applejack grinned.

“Of course, I’m here to help! Private Katoptris said that he was forming a rescue team to save you all, so my companions and I decided to help out.” Dr. Hooves exclaimed. “By the way, where are the Cutie Mark Crusaders and Spike?”

BOOM! Suddenly, an explosion happened off near the side of the ruin’s wall which caught the heroes’ attention. And what came out was a machine with knives sticking out all over the place except for the control room.

“AHHHHHHHHHHHHHHHHHHH! What is that?!” Rarity shrieked in horror. “My guess that it’s something Loki’s army built.” Private Katoptris stated with a serious expression.

The giant machine held up what looked like a claw and slammed into onto the ground. SMASH! It made a powerful earthquake which was headed right for…the soldiers.

“AHHHHHHHHHHHH!” They screamed as they were knocked off their hooves. Then, the mechanical invention launched some of the diamond knives sticking out of the sides.

“GAHHHHHHHHHHHHH!” The soldiers yelped, getting their tails stuck on the knives. “Well, that’s one impressive machine!” Dr. Hooves whistled with an impressed expression.

“Oh yeah! That was awesome!” Rainbow cheered. “But why did it attack the soldiers?” Twilight asked in confusion.

“Silly, it’s because it’s on our side!” Pinkie giggled playfully.

“But that doesn’t make any sense, how—“ Applejack began, but was cut off by a familiar voice. “There ya’ll are!” Apple Bloom called out from the machine.

“Holy Apple Bucks! Apple Bloom?!” Applejack yelped in surprise. “Yeah, we’re in here!” The Spike Clone replied.

“Spike!” Twilight, Derpy, and Dr. Hooves responded in surprise.

“Goodness, are you all inside that thing?” Rarity asked with a concerned expression. “Yes, Rarity! We’re all here!” Sweetie Belle called out.

“We decided to help out using this machine!” Scootaloo grinned. “Well, that’s easily understandable! Defending us against mean soldiers and all, you would be great at helping out!” Pinkie smiled.

“Hey, there’s somethin’ labeled ‘Heat Blaster’, I wonder what it does…”Apple Bloom commented as she pushed the button. Then, a blaster came out of one of the claws and was aimed at a nearby wall. BOOOM! Then, it blew it into bits which left a steaming hole there.

“Whoa…” The Cutie Mark Crusaders and the Spike Clone gasped in amazement. “Ok, that’s kinda impressive.” Rainbow commented.

“Well, I think it shows how dangerous this thing is for fillies and baby dragons.” Twilight shrugged. “Awwww!” The Cutie Mark Crusaders and the Spike Clone whined.

“But they helped us anyways.” Fluttershy told Twilight with a nod. “I hate to interrupt, but we must return to Ponyville, the rest of the Resistance is trying to oppose Loki or keep him distracted.” Private Katoptris sighed sadly.

“Oh, so they are called that after all!” Pinkie commented happily.

“Who’s leading them?” Twilight asked the private. “Captain Shining as well as myself, the princesses have other matters to deal with. As you recall, the others such as Big Macintosh and Spike are aiding Captain Shining in facing Loki.” Private Katoptris explained.

“WHAT?!” The Main Six yelped in surprise. “We gotta help ‘em out!” Applejack gasped.

“No, what we truly need are the Elements of Harmony.” Private Katoptris interrupted. “When Loki corrupted them, we were unaware and he and his army took control when you used them to stop them.”

“Right, we were gonna look for the Elements when we saw that you were in trouble.” Derpy nodded in agreement.

“So, you’re saying that Loki has the Elements hidden somewhere in the ruins?” Rainbow asked. “And if we find them, do we bring them to the battlefield?” Rarity added with a confused expression.

“Yes, that will aid in having the advantage over Loki and his army and we need the wielders of the Elements to do the task.” Private Katoptris nodded.

“But what if what happened the last time happens again?” Pinkie asked nervously. “Right, Loki’s magic has the Elements still corrupted.” Fluttershy nodded.

“Maybe I can help out. If Loki used a spell to take the Elements under his control by force, then the only counter is our friendship united to overcome his spell.” Twilight explained. “Then, it’s agreed. We’ll have to separate to aid more pony citizens against the remaining soldiers.” Private Katoptris nodded.

“It would be easy pickings if we bring this giant machine with us!” Dr. Hooves responded with a knowing smile. “I think it has a name, Doctor. It’s called the Lizard Giant 6000.” Apple Bloom corrected. “Cool, right?” Scootaloo asked.

“Wrong, ya’ll can’t pilot that thing for battle even if it protects ya!” Applejack sternly rejected. “But…” The Cutie Mark Crusaders and the Spike Clone pouted.

“Well then, maybe I can watch them, Applejack.” Dr. Hooves volunteered. “Yeah, we can show Dr. Hooves how it works!” Sweetie Belle nodded happily.

“Oh boy, a Time Pony pilotin’ somethin’ destructive is just askin’ for trouble…” Applejack mumbled. Soon, the front of the machine was opened and Dr. Hooves walked in while gazing at the levers and buttons like a foal in a candy shop.

“To battle, Cutie Mark Crusaders, Spike! Allons-y!” Dr. Hooves cried out happily. He began controlling the machine happily. “Shouldn’t we keep an eye on him?” Private Katoptris asked Derpy.

“I’m sure he’ll be fine. Let’s go meet up with the other members of the Resistance.” Derpy shrugged, gesturing for the private to follow her.

Now, the two rushed off to get where they needed to go after successfully occupying the ruins to be under their control. With all the soldiers they’ve found taken care of, the Main Six should be able to find the stolen Elements of Harmony, reverse the spell on them, and defeat Loki and his army.

Now, Twilight looked to her five friends in seeing that her friends were ready. “Alright, everypony! We have a job to do!” Twilight declared to her friends proudly.

“Find the Elements of Harmony!” Rainbow exclaimed. “Remove that awful spell from them!” Rarity added.

“Then, quickly take them out of these ruins to where the others are!” Fluttershy proclaimed. “And then give Loki and his army a surprise they’ll never forget!” Pinkie finished with a grin.

“Hard to tell after the last surprise ya gave ‘em, Pinkie, but what the hay?” Applejack shrugged.

“Alright, let’s move out! I heard the soldiers say that Loki kept the Elements in the west wing! We’ll go there!” Twilight commanded. “Right!” Her friends responded with determined expressions.

Soon, the Main Six quickly ran off to their destination; to retrieve the Elements of Harmony, reverse the spell on them, and put a stop to Loki’s evil plot to take over their kingdom. But unknown to the ponies, another pair of eyes were gazing at them from above. It spied on them and narrowed in recognizing them.

“Looks like while Loki is away, my time to play with the shelas has come.” The hidden figure smirked in a familiar Australian accent. “Soldiers, we’re leaving now. Come on!”

The other hidden figures nodded while saluting him. It was somepony else that was left out of meeting the Main Six with the rest of the army. And soon, he made a wicked smirk in stepping out of the shadows where it was revealed that before him was…a group of soldiers in black armor with green designs which meant that the last pony was…

”This time around, shelas, you’ll be dead at my hooves and Loki’s army will rule Equestria!” The last pony snarled. Yes, the last pony was none other than General Shield Strike. Soon, he landed on a suit of armor and landed in front of the soldiers, ordering them to move out.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro and Thor and Loki belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own the song Lacrimosa.

Loki flew up onto one of the columns, away from his enemies’ range. Big Macintosh glared as he demanded, “Get down from there right now!”

“Right, I rather fight all of you from up here…my own way!” Loki laughed insanely as he began firing spells at them from above. The trio dodged as the spells tried to hit them. Spike jumped up and charged at Loki, but the villain blocked with a force field and fired a spell at him, sending the baby dragon to the ground. The heroic young dragon landed just in time.

“Perhaps if you have not bothered coming, you all would not suffer a quick death by now.” Loki taunted Spike. “And now…you will all pay!”

“No, you’re the one who’s gonna pay! Sooner or later, you’ll regret what you did to everypony, including my family!” Shining Armor snapped. The stallion could only hope that Private Katoptris’s rescue team can get the Main Six, The Cutie Mark Crusaders, the Spike Clone, and the Elements out sooner. He doesn’t know how long that he, Spike, and Big Macintosh can keep fighting Loki. And Loki wasn’t even showing signs of slowing down! Soarin’ and Spitfire flew around the soldiers outside of the ruins, knocking them down. Lyra was firing spells to trip some of them while calling out, “Alright, we’re really sticking it to them!”

“Yeah, but are we really winning here?” Caramel asked while a soldier chased him. “No matter how much we keep fighting, they keep coming after us!”

“We gotta keep fighting.” Sparkler mumbled, firing spells at the soldiers. “Take this!” Dr. Hooves’s voice was heard as he used the Lizard Giant 6000’s weapons to knock the soldiers out. The ponies came into the scene as Bon-Bon gasped, “Oh my!” “Very interesting device…” Zecora mused. “But who is also in there?”

“Us, Zecora!” Scootaloo called out from inside. “Scootaloo?” Cheerilee asked in surprise. “Yup!” Derpy nodded as she entered the scene with Private Katoptris. “The Cutie Mark Crusaders and Spike are in there with Dr. Hooves!”

“Twilight and her friends are already heading to get the Elements now. Once they get to them, our goal will be successful.” Private Katoptris explained to his rescue team.

“Not so successful, if we can get a lower chance of fighting.” Zecora said with a serious expression. “If only we can get better weapons…” Lyra groaned. “Wait, we know where to get some!” Apple Bloom called out. “It’s where we got this this!”

“Really? Cool! Any chance we can get our hooves on this technology?” Spitfire exclaimed in amazement.

“We’ll show ya’ll the way!”

“Good, let’s go! Our enemy’s technology will help us all.” Private Katoptris commanded with a smile. “I hope Twilight and her friends don’t run into any trouble!”

“Ugh, how big is this dump?!” Rainbow groaned in annoyance. “Twilight, I don’t think we’ve been through this area when we came to defeat Nightmare Moon!”

“We didn’t get the chance to explore this place fully when we were here! This is the best place to look!” Twilight yelled.

“I hope so because my hooves are killing me!” Rarity whined with an irritated expression. “Ugh, I got two ponies complaining here…” Twilight groaned as she and her friends entered the room. “I missed Thor…” The ponies soon found the Elements of Harmony on a podium right in the center of the room. It was strange that Loki didn’t bother placing soldiers to guard this area.

“Wow…” Fluttershy gasped in amazement. “Yay! We found them!” Pinkie cheered happily. “Let’s take them and use them!” “Hang on, Pinkie! There’s still the problem with Loki’s corruption spell still in ‘em. If we wanna use ‘em safely, we gotta get that corruption outta there.” Applejack interrupted.

“Right!” Twilight nodded as she walked up to the Elements. “And maybe we can use our friendship to do so. So, let’s do this!”

“That sounds like a fun idea! Let my soldiers and I take them off your hooves, shelas!” A familiar voice laughed evilly while somepony took the Elements out of Twilight’s sight. The ponies gasped as they saw their items in front of General Shield Strike and his soldiers. “You!” Rainbow growled in anger and shock.

“Well, well, well, if it isn’t my favorite group of shelas…” General Shield Strike remarked evilly to the Main Six. “Give us the Elements back, Red Devil!” Twilight demanded to the evil general. “If you want them, come and get them!” A unicorn soldier taunted. “Move out, soldiers! We need them to follow us.” General Shield Strike smirked. “Yes, sir!” The soldiers nodded, following their commander while they dashed out of the room with the Elements in tow.

“Come back!” Twilight commanded as she dashed after them. “Wait for us, Twilight!” Rarity called out. She and the other members of the Main Six ran after Twilight. Somewhere, outside of the ruins, General Shield Strike and his soldiers waited as the Main Six arrived and glared at them.

“Welcome!” General Shield Strike greeted with an evil smirk. “It’s an honor to meet you all! What a perfect setting for a battle, don’t you agree, shelas? We’ll be battling here until we’re all dead.”

“Ugh! You’re so obnoxious!” Rainbow groaned in annoyance.

“You’re crazy! You got put in prison for a mass murder with some of your soldier banished to the moon for helping you out with that crime and an insane Alicorn broke you out and made you and your soldiers his army!” Twilight snapped. “And why do they call you ‘The Red Devil’? You’re not even red!”

“It’s a threatening name, shela! Everypony trembles in fear at the mention of it!” General Shield Strike retorted in annoyance. The ponies turned to each other and shrugged, knowing that this made completely no sense since the general had a white coat.

“I believe we’ve made it very clear.” Rarity said sternly, turning back to General Shield Strike. “Right, your nickname makes absolutely no sense whatsoever!” Fluttershy added to the general angrily. General Shield Strike growled as he snapped, “I WILL kill you shelas and all those who get in my way…” “What makes you think that ponies tremble in fear at hearing ‘The Red Devil’?” Twilight demanded General Shield Strike with an angered expression.

“Honestly, you’ve been hanging out with your mates too much, shela…”

“Ugh, enough with callin’ us mate or shela!” Applejack groaned. “Fine, looks like I will have to fight against to defeat them. I was going to kill their dragon mate in exchange for the Elements, but he’s not here…it looks like I will have to use force.” General Shield Strike remarked angrily to himself.

“You and what army?” Applejack asked with a sly smile. Rainbow remarked, “Yeah, you’re gonna get beaten by six mares!” Suddenly, General Shield Strike gestured his soldiers to go in front of him. Twilight remarked sarcastically, “You just had to ask for that, huh?” Soon, another battle began. The Main Six quickly did their best to fight off the soldiers as they either fired spells, tied them up, tripped them, punched them, fire gems or precious metals at them, and even Pinkie fired her party cannon which sent the soldiers flying.

“You clumsy oafs, get up!” General Shield Strike snapped angrily. “Cowabunga!” Rainbow laughed as she punched the soldiers while flying around. Twilight blasted a few soldiers away while she snapped, “Red Devil, I rest assure you that when this is over, you and your soldiers would wish you’re all on the moon!”

“I think not!” General Shield Strike retorted. “Come on, girls! Let’s do this!” Twilight commanded her friends as she and the other members of the Main Six charged at the general and his soldiers with their weapons out.

At the moment back at the battle, Shining Armor was going over a plan of attack on Loki, trying to figure out how to hit him when the alicorn is out of range. The ones who would be helping out in the plan would be Big Macintosh and Spike (the real one) as these three had to take down the villain themselves. With Shining Armor’s strategy, Big Macintosh’s strength, and add in Spike’s fire breath, there lies a good chance that they can defeat Loki or even weaken him enough for Private Katoptris’s rescue party to complete their mission. They were about to get to their next attack when Loki was distracted until…”HOLD IT!” Spike shouted out loud.

“Why?” Big Macintosh asked with a confused expression. “What if Twilight’s in danger? I gotta help her out!” Spike exclaimed in concern. “Twily?! If she’s somewhere outside of the ruins, how are you gonna find her?!” Shining Armor asked nervously. “No, but I can tell where Twilight is through the Empathy Link!” Spike explained with a determined expression. “That would guide me to her! She’s my boss after all!”

Then, the baby dragon ran off while Shining Armor and Big Macintosh looked on. “Think he’ll be ok?” Big Macintosh asked with a concerned expression. “With him being Twilight’s assistant, I’m sure he’ll be ok. He did help save the Crystal Empire after all.” Shining Armor smiled a little. “It appears your dragon friend, Spike has abandoned you…” Loki said as he watched everything with an evil smile on his face. “I never knew he was like his caretaker: a failure!”

“Never underestimate Spike, Loki! He’ll be back and we’ll finish this!”

Back with the Main Six vs. General Shield Strike battle, the six ponies were too busy dodging General Shield Strike’s spears which he was throwing now. “Hold still, shelas!” General Shield Strike snapped in annoyance, his spears still missing the six mares.

“We’re not gonna get skewered by ya!” Applejack yelled. “Right, we’re gonna defeat you!” Rainbow snapped as she punched a soldier. “We’re not gonna let meanies like you stop us!” Pinkie shouted with a determined expression. “Even you and your soldiers!” Rarity added, firing her gems and precious metals. “We’re going to defeat you along with our friends, the Princesses, and Thor!” Fluttershy added bravely. “SILENCE! You shelas are dead meat now!” General Shield Strike roared in anger. He lifted his spear right at the six ponies before…POW! A green fire ball hit General Shield Strike right in the cheek, causing a small red burn mark to appear on it. The villainous general and his soldiers turned to see…Spike standing there with a determined expression.

“KEEP YOUR HOOVES OFF OF MY FRIENDS!” He shouted at General Shield Strike. “Look, mate. I just wanna kill the shelas; it’s under Loki’s orders.” General Shield Strike growled in annoyance. “Still, it’s not right that you should harm any of my friends!” Spike snapped. “Soldiers, attack the young dragon! He’s mine!” General Shield Strike commanded to his soldiers. “Yes, sir!” They nodded as they charged towards Spike. “SPIKEY-WIKEY!” Rarity screamed in horror. “NOOOOOOOOOOOOO!” Twilight shouted, stepping in front of Spike and firing a spell at the soldiers which took them all out. “What? This is impossible!” General Shield Strike gasped.

“Don’t you EVER harm Spike or any of my friends!” Twilight snapped as she fired a spell at the evil general. “NOOOOOOOOOOOOOO!” General Shield Strike yelped in fear, being blown backwards along with the soldiers. “Spike, you saved us!” Fluttershy exclaimed while she and the others hugged him. “Yeah…it was nothin’.” Spike shrugged. “At least we got the Elements back.” Twilight sighed in relief. “We need to tell Private Katoptris that we’re outside of the ruins.”

CRASH! Suddenly, General Shield Strike landed in front of them and groaned. “And he’s down! I hope…” Pinkie muttered to herself. “But Twilight’s right. Loki must be stopped. If anything, the Red Devil might lead us to where he is.” Rarity began. Then, the soldiers got up and glared at them as they helped their commander up. “Ugh…” General Shield Strike groaned.

“I know just what to do! Everypony, stay back!” Pinkie commanded. “This looks like a job for the Party Cannon!” Her friends backed away slowly as she pulled the trigger. “Uh-oh…” Fluttershy whimpered, knowing what could happen. BAM! The party cannon set off a blast which sent the Main Six and Spike flying along with it. “AHHHHHHHHHHHHHHHHHH!” They screamed. Suddenly, ‘Lacrimosa’ from the Spiderman 2(the beginning only) began playing.

“I feel…stronger. I WON’T GIVE UP!!! THE RED DEVIL/THE STRONGEST WARRIOR IN ALL OF EQUESTRIA NEVER LOSES!!! GRAGGGGGGGGGGGGGGGGGGGGGH!” General Shield Strike yelled in anger. “What’s going on?” The soldiers began asking each other. “THOSE SHELAS AND THE DRAGON WILL PAY! THEIR SOULS ARE MINE!!!” The villainous general declared evilly.

Only the events that will unfold will tell what made General Shield Strike AKA The Red Devil go insane…

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own Attack on Alcatraz and the Mortal Kombat theme.

At the hole where the Cutie Mark Crusaders came out with their robot, two soldiers were investigating the mess, suspicious as they spoke about it. Suddenly, some powder got on the two, the soldiers getting confused; One of them gasped, screaming, “No, no, NOT SPIDERS!!! GET THEM OFF, GET THEM OFF!” “No, Loki, please! Don’t kill us! We’ll never fail you again!” The other soldier whimpered. Apparently, they were afraid by nothing.

The Resistance showed up, amazed at the soldiers panicking at nothing whatsoever. Cheerilee asked Zecora with an impressed expression, “Zecora, what did you do to them?” “It’s my fear powder that triggers hallucinations of his or her worst fear, but no worries, I only use it on enemies.” Zecora answered, smiling.

The group quickly went through the hole, the Lizard Giant 6000 leading the way. The Resistance looked amazed at the inventions that Flim and Flam had created. “Incredible, these are Flim and Flam’s inventions? Awesome!” Soarin’ exclaimed. “Yeah.” Sparkler nodded in agreement as she yelped at seeing the description for The Ford Trooper 4000. “That tank needs a little work though.” “But these machines look perfect!” Bon-Bon grinned. “Yeah, we can swipe them and use them as our own!” Sweetie Belle called out from inside the machine.

“Quickly, we have to do so.” Private Katoptris commanded, watching the Resistance get into their machines. Suddenly, outside near a window, they heard angry yelling just outside of the ruins. Cherry Berry yelped as she asked, “W-What was that?” The scene showed the outside of the ruins where everything appears to fine, except for one event. “AHHHHHHHHHHHHHHHHHHHHHHHHH!” The ponies and baby dragon screamed as they landed from their out of control blast on a pile of snow which was randomly there for some reason. After they landed, the heroes popped their heads out of the surface and were gasping for air while recovering from the surprise event that happened to them.

“Ugh, is everypony alright?” Twilight asked. “If by fine, ya mean crashed landed in snow that saved our lives from serious impact, then sure!” Applejack answered, shaking some of the snow off of her hat. “Well, at least the snow’s wet vapor can clean the filth we got from the battle.” Rarity shrugged. “That was a surprise; I didn’t think Pinkie’s party cannon would blast us all the way here from where we were.” Fluttershy commented in surprise. “Um, sorry…it was my bad.” Pinkie sighed sadly. “Yeah, that blast was so powerful that even Pegasi couldn’t regain their balance to fly straight.” Rainbow commented as she took off above her friends’ spot. “Twilight, what should we do?” Spike asked. “Go look for my clone in the ruins or go capture the Red Devil?”

“Spike, I’m sure we can find your clone, but the Red Devil is in no shape to go anywhere.” Twilight reassured her assistant. RUMBLE…Suddenly, the ground began shaking. “EARTHQUAKE!!!” Pinkie screamed in shock. “How can there be an Earthquake in the Everfree Forest?” Rainbow asked in curiosity. “I don’t know, but ya’ll stay together!” Applejack commanded to her friends. Suddenly, the fight with Loki stopped from all the shaking and they heard something truly shocking. Shining Armor exclaimed in shock, “Steel Hooves, do you hear that?!” “Eeyup and I wish I haven’t!” Big Macintosh yelled with a worried expression. “It looks like he has lost it after all…” Loki chuckled devilishly. “What? Who lost it?!” Shining Armor demanded angrily. This only made the villain smile evilly.

“Would you not like to know?”

“AHHHHHHHHHHHHHH!” Rarity screamed, dodging falling trees along with her friends. Then, Fluttershy noticed a bunch of crows flying away.

“Something is scaring the animals away. I can feel it, something isn’t right.” She said with a concerned expression. “Well, of course anything would be scared, but this shaking couldn’t do it at all! Right?” Twilight mused. Suddenly, Pinkie was acting strange by making weird sounds and random movements which caught their attention. This got everypony worried that the infamous Pinkie Sense was in the works.

“Oh great, Pinkie’s sense are goin’ up again!” Applejack groaned in annoyance. “But that usually means that something’s going to happen, right?” Spike asked as he recalled the last time Pinkie used it. Suddenly, as the pink pony stopped, she felt her surroundings and heard something in the distance and it was an angry yell. “What the?” Pinkie questioned, listening closer. “Oh my Celestia! It’s ‘Attack on Alcatraz’ from X-Men: The Last Stand!”

“Uh, come again, Pinkie?” Rainbow asked before Pinkie got in her face. “THAT’S IT! MY PINKIE SENSE IS TELLING ME THAT TROUBLE IS HEADING OUR WAY!” Pinkie shouted. “Pinkie, what’s coming our way?” Twilight asked in confusion. Suddenly, the pink Earth Pony’s eyes widened as she saw a familiar looking somepony coming their way. “THAT! HIM!” She screamed in horror. Soon, the figure dashed out of the woods as the heroes looked to see…”Sweet Apple Acres!” Applejack exclaimed. “Is that…The Red Devil?” Twilight asked in shock. “Is he…angry at us?” Fluttershy whimpered. “I say yes by the looks of it…” Spike nodded. “THE RED DEVIL IS NO MORE, SHELAS! I’M THE BLACK DEVIL NOW!!!” General Shield Strike yelled angrily at the heroes.

“AHHHHHHHHHHHHHHHHHHHHHHH! HE CHANGED HIS NAME!!!” Rarity screamed in horror. General Shield Strike began throwing his spears wildly as the Main Six and Spike dodged them rapidly. “Girls, Spike, this is bad. It seems that the Black Devil or whatever he’s called now has turned to destruction without even thinking.” Twilight explained to her friends.

“Hold it! I think I know how to solve this!” Pinkie exclaimed as she aimed her party cannon in the general’s direction. “Pinkie, what if what happened earlier happens—“ Spike began, but was cut off by Pinkie. “FIRE!” Pinkie shouted out loud, firing a shot. BOOM! The cannon hit General Shield Strike in the chest, sending him stumbling backwards. “Wait! Look at the reaction the Black Devil’s showing!” Twilight pointed out in worry. “I’M NOT GIVING UP! I WILL KILL ALL OF YOU WHEN I HAVE THE CHANCE!” General Shield Strike roared out. “Let me try this again! FIRE!” Pinkie yelled. She fired another shot which caused him to back up.

“Pinkie, let me handle this. I think I can perform a spell that’ll defeat him.” Twilight told her. She ran up to General Shield Strike and yelled, “You’re done, Black Devil!” Twilight fired a spell at General Shield Strike, but that didn’t slow him down. “Wait, Twilight! I’ve got this!” Spike exclaimed with a determined expression. “No, Spike!” Twilight yelled. “We can do this together! You gotta trust me!” Spike said. He began launching fire balls while Twilight was firing spells. Then, Rainbow and Fluttershy helping Pinkie with the party cannon and were attacking the general. “FIRE!” Pinkie commanded as Rainbow and Fluttershy pulled the trigger. BOOOM!

“AHHHHHHHHHHHHHHHHHHHHHH!” General Shield Strike screamed, being sent flying. “I can’t believe we did it…we just defeated the strongest warrior in all of Equestria!” Rainbow gasped. “Awesome!” Rose was looking at the battle through a telescope at the window. Zecora asked, “Rose! How’s the battle?”

“It was the Red Devil, he lost his temper over losing, but Twilight and her friends have defeated him.” Rose explained. “That means that they’re now out of the ruins!” Caramel exclaimed in realization. “But do they have the Elements?” Apple Bloom asked from inside the machine. Private Katoptris looked through the telescope, saying, “Twilight’s looking through her saddlebag and…wait, there they are! They have the Elements! Our mission is complete!”

“Awwww man! We didn’t even try the new weapons yet!” Soarin’ pouted in disappointment. “Oh brother…” Spitfire chuckled at Soarin’ playfully. “Gather everything you can! I must tell Captain Shining!” Private Katoptris commanded. “Why will you not just die?!” Loki snapped in annoyance, firing spells at Shining Armor who flipped at fired spells back. “I was just asking the same about you.” Shining Armor remarked. “Are you no better than me? You would become a murderer? If that’s the case, what is the difference between us?” Loki asked slyly.

“I have the determination and will to win! Besides, I’m not like you!”

“Oh please!”

As the battle raged on, the theme from the Mortal Kombat video games began playing. Loki fired a spell at Shining Armor who dodged it. He scoffed a bit and fired another spell, slamming it right into the heroes. Loki then clashed horns with his enemy before laughing madly and flying up into the air as if asking, ‘you’re kidding, right?’. Suddenly, he bucked Shining Armor in the chest which caused the captain to stumble backwards.

“Any last words?” Loki asked with a smirk. Shining Armor just glared at him in anger. Loki remarked evilly, “Actually, I think I shall finish you as well as the Royal Guards. I will defeat you the same way I defeated the Elements of Harmony!” Shining Armor and Big Macintosh became worried, seeing Loki smiling evilly.

“Troops, move out!” Shining Armor commanded his guards. Private Katoptris gave them the signal just in time for them to escape. Loki noticed this, much to his fury. “NO!” Loki snapped in anger. Shining Armor quickly fired a spell at him and took off. “That’ll slow him down.” He commented in relief. Loki got up and saw this, getting angered even further. “Grr…no! You will not get away from me this time!” He yelled. Loki pointed to two soldiers nearby while the armor vanished from his body as he continued, “You two fools, with me!”

“What do you want from us, my Lord?” One soldier asked in curiosity.

“Find the other members of my army. They must be informed about what has happened!”

During this time, the other members of Loki’s army were watching from a nearby area. Trixie exclaimed, “I think he needs us!”

“Then, let’s see what he wants!” Rover said with a concerned expression. “Uh, any idea?” Spot asked. “I don’t know!” Fido answered. “Maybe he’s killed Twilight and her friends, who knows what else he did?” Discord shrugged. “I could agree with that.” Gilda nodded. “Luckily, my brother and I built something that can help just in case the Royal Guards show up to arrest us.” Flim said thoughtfully. “Flam, the teleportation device!”

“Right here, brother!” Flam declared as he held it out. The other members of the army stared in amazement before they used the device to teleport off. Loki and his soldiers flew around the ruins (the unicorn soldier levitated himself), but there was no sign of them. “Oh, just leave them. They are probably planning our next strategy now as we speak.” Loki groaned. “This is not good…my clone did not do it’s work after all.”

Yes, it turned out that the Loki, Shining Armor, Big Macintosh, and Spike were facing was actually a clone that the original one sent while he was busy elsewhere. The fake Loki faded into the darkness to alert the real one what had happened…

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own Rune, he belongs to Ascaerdoth on Deviantart. I also don't own Nexus, he belongs to PenStroke, the writer of Past Sins. I also don't own the songs Last Boss Cackletta and the Super Smash Bros. Brawl Main Theme.

”How much longer until we get back to the ruins? I feel like I’ve been walking for ages!” Spike whined while the group continued walking back to the ruins. “It’s only a few more miles.” Twilight reassured him. “If I believe so, the Resistance’s hideout is five hills away or so from where we are to the ruins.” “Twilight, couldn’t ya just use your teleportation spell to get us there?” Applejack asked Twilight curiously. “The battle against the Black Devil had tired me out. I need to recover before I could try that. No worries, it shouldn’t take long.” Twilight explained to Applejack. “I can only hope Shining Armor, Private Katoptris, and the others get out of the ruins.” Pinkie said in concern. “That place is super scary even worse than how I noticed a mark on Scootaloo’s cheek that was probably Loki’s doing.”

“WHAT?!” Rainbow gasped in shock. “She didn’t even tell me that happened to her?!” “She was saying that he said that you never cared for her and that she was a pest.” Pinkie explained nervously.

“That Loki is a pack of lies! I do care for her! Oh, I’m so kicking his flank for what he did to her!”

“Oh dear, would things ever go back to the way they were?” Fluttershy asked nervously. “I don’t know, Fluttershy. I just don’t…” Twilight sighed sadly. Who knows what events will unfold? Within one room, Loki had just got to the ruins, only to witness what happened while he was gone, from what his clone (that he fused back with) had told him. And seeing much of the soldiers either defeated by combat or magic, the villain wasn’t too pleased with this and was now in discussion with three soldiers from the army. The two were a Pegasus and a Unicorn and the other seemed to be the captain who reported the situation of the escapes.

“So, let me understand this…” Loki grumbled in annoyance. “You, Captain Rune and your squadron of highly trained soldiers, wisely chosen by the strongest warrior in all of Equestria, mind you, could not even catch six abominations, foals, and a baby dragon?”

“Well, My Lord, the pink one…” Captain Rune began to protest, but was cut off when…STAB! Without warning, a silver knife pierced through his chest that Loki was levitating. “Ugh…” Captain Rune gasped to look up at his other commander aside from General Shield Strike before he removed the knife. CLUMP! The captain smacked to the floor, breathing deeply from the near death experience.

“Captain!” The other two soldiers yelped in shock before Loki gave them the death glare. “How can it be that such mere ponies could outwit you all is beyond me. And to lose to the Element of Laughter, it is like THEY ARE MAKING A MOCKERY OF US!!!” Loki snarled in pure hatred. “But…but…but she was under Private Katoptris’s spell!” The Pegasus soldier stammered nervously.

“WHAT?! Katoptris was here? He is part of this plan as well?!” Loki snapped back with a surprised expression. “And we got a word that Flim and Flam’s inventions were missing.” The unicorn soldier stated. “Plus, the Elements of Harmony are missing…” “So…it makes sense. Private Katoptris led some Resistance despite losing hope, then my fight with Shining Armor, Big Macintosh, and even Spike from what my clone has told me was merely a distraction.” Loki muttered under his breath in near fury. “But I have to admit, that was a good dance number.” The Pegasus soldier said as he remembered Pinkie’s dance number from way earlier.

“The song was kind of catchy to me.” The Unicorn soldier shrugged. “WHAT?! Are you starting to believe that being with ponies is ENJOYABLE?!” Loki demanded angrily. “Have you forgotten what they did to you all?! And now you wish to forgive and forget?!” “Well…” The two soldiers muttered nervously. “Get out! OUT! LET ME BE!” Loki snapped at the soldiers. “And while you are at it, take the captain to the medical bay to get fixed to fight again! I am feeling a small bit of kindness to need him.”

The evil Alicorn pointed at the still breathing Captain Rune who was still alive and listening the whole time, but had no strength to speak. “Y-Y-Yes, sir.” The two soldiers nodded before the unicorn soldier levitated the captain onto his back and quickly going out the doors, leaving Loki alone.

Outside, when the doors were slammed in their faces, there was some chattering going on. “You ever wondered how we got into this gig again?” The Unicorn soldier asked his friend. “I think it had to do something about being superior over all ponies.” The Pegasus soldier shrugged.

“That’s what General Shield Strike told us.” Captain Rune coughed while being carried by the Unicorn Soldier. “After the mass murder, the general was put in prison while we were banished onto the moon, we still held the same devotion for our cause, but now…It’s up for debate.” “Like if all ponies really are our enemies?” The Pegasus soldier guessed in curiosity.

“Yes, I’m Shield Strike’s successful soldier as well as his friend. The rank of captain was given to me after he killed that griffin with his bare hooves and I soon…followed down the same path as our commander.” Captain Rune sighed in a disappointed tone. “Then…what do we do for now?” The Unicorn soldier asked his captain.

“For now, we follow orders and see what fate lies ahead of us, soldiers.” Captain Rune answered. “In a way, Loki looked like he was ready to kill me, but he missed my heart by a few inches. I wonder…is he anything like what his real father was?” Many questions remained unanswered as Captain Rune was taken to the nearest medical bay to get treated.

Private Katoptris’s group returned to their secret hideaway with their new weapons. Caramel grinned and said, “Looks like things are turning in our favor!” “Yes. Mayor!” Private Katoptris called out to the Mayor who was working on a strategy. “Oh! Private Katoptris, you and your team are back.” The Mayor said, glancing at the objects they brought along with them. “And those are?”

“Machines we stole from Flim and Flam. We’ll use them to help us fight back and save Equestria.”

“I see…how did the rescue mission go?”

Dr. Hooves, getting out of the Lizard Giant 6000, explained, “Well, we got Twilight and her friends out and they escaped; I believe they should be on their way to our hideout to help.” “I suppose it had something to do with that earthquake and yelling earlier.” The Mayor said with a worried expression. “Yes, that was the Red Devil whom Twilight, Spike, and the others managed to stop.” Dr. Hooves nodded. “But where’s Shining Armor’s group? And will Twilight and her friends know where we are?”

“They haven’t gotten back yet…and neither did Twilight’s.”

“You mean they aren’t back yet?” Derpy asked as she got worried. “Princess Celestia knows what will happen between the Everfree Forest and here. Loki probably caught on as to what happened this time. I doubt he fell for it twice.”

“No worries anymore. Mayor, get everypony in the secret hideaway. We’re taking back Equestria!” Private Katoptris said sternly. “Everypony? Even the foals?” The Mayor gasped.

“Loki and his army are stealing our home; it’s time we take it back!”

Meanwhile, at this time, Loki was left alone in his hideaway, grumbling over the events that happened. The army had been planning an escape for all of them just in case the Royal Guards showed up to arrest them as he was told by one of the soldiers. Loki had won and had everything and then yet the ponies…the Princesses, the Main Six, Shining Armor, everypony, Spike, and even the inclusion of Thor, foiled his plans.

“GRAAAAAAAAAH!” Loki roared out in anger before blasting a spell across the room to let off some steam. “HOW IS IT THAT THEY CANNOT JUST LOSE?! I HAVE WON, HAVE I NOT?!?! EVEN WHEN GENERAL SHIELD STRIKE LOST HIS TEMPER FROM LOSING, HE LOST TO THOSE FOOLISH PONIES!!! RAAAAARGH!!! Is there NOTHING that can END MY ENEMIES FOR GOOD?! JUST ONE PUSH TO…Wait! There is ONE force I have not tried to finally end this, ugh! But that means I must acquire HIS service.” He had stopped his tantrum when he thought about something. From the tiny hesitation and hissing in his voice when he said ‘his’, Loki sounded like he had an idea, but it wasn’t one he was fond of.

Later, he was seen leaving the room he was in to exit an empty hallway that was deserted of any life. His steps echoed in the halls as he was headed for a place hidden only for he himself knows of the location and knowledge of it’s use. After a few minutes of walking down several hallways, Loki came to a chamber room that was completely lit by candle light. The only thing within the room was some grey mirror with a demonic design with a gargoyle bat on top. The only pony in the room approached the mirror as his horn glowed with dark green energy before unleashing it on the mirror.

“Let my message be clear, reach to he that resigns in the deepest imprisonment in Tartarus! Reach he whose very power quakes the earth he walks on, whose breath creates storms of destruction, whose single hoof can shatter mountains! I call you, heed my word and answer my darkest need of your power…APPEAR NOW!!!” Loki chanted out loud before his magic soon completely lightened the mirror’s statue’s eyes to change the mirror center’s appearance by his will.

Then, without warning, strange background music that sounded sinister. It was ‘Last Boss Cackletta’ from Mario and Luigi: Superstar Saga, but back to the story while the music of the fitting theme. From within the mirror, flames burst around the surroundings as from the middle came a strange figure. Loki could actually be seen sweating from his near twitching eyes as the figure stared at him with a bored expression. It was a unicorn stallion with light blue eyes with black cat like irises, a white mane, a light blue coat, and a black circle with a sun and a moon in the middle as a cutie mark.

“Well, well, well, if it isn’t…Loki, god of Lies and Mischief.” The figure mused with a diabolical smile in a British accent. “Nexus, the Overlord King…How I rue the day to meet your gaze again.” Loki sneered. “Then, tell me…why do you risk casting a secret spell to pierce the gates of Tartarus to speak to me?” Nexus asked. “All I require is your aid!” Loki snapped in annoyance. “My army has failed to finish off those…miserable ponies! Even though I freed those soldiers, it is still not enough, especially since I lost the Elements and my prisoners!”

“So, even with all the power you wield…it’s not enough, now is it?” Nexus questioned, staring at the villain with slight amusement. “Which is why you ask my aid; to do what they or you couldn’t do.” “Do not speak of that! I am more than capable of handling those ponies!” Loki snapped angrily. “Yet here you stand, reaching out for me. I would love to aid you, but my army and I are as seen…imprisoned in Tartarus. And while even placed under here, MY WILL RULES HERE.” Nexus smiled with a sly remark.

“So, that is it? You are not even going to lift a hoof after I had to put away my pride to just speak to somepony more terrible than myself?!” Loki asked in annoyance. “Humph! Flattery will get you anywhere, I see…” Nexus huffed. But then, a strange glowing sphere appeared from his horn and went through the mirror into the reality of the room Loki is in.

“What is this?” Loki asked with a puzzled expression as he reached his hoof out to touch the sphere. “A gift…it’s my way of wishing you ‘good luck’ as it shall help you in your hour of need.” Nexus answered. “It takes on the darkness within you, shapes it into what’s inside your heart, and will follow your deepest will. Once that’s done, it can level lands, dry seas, and cause destruction to life itself.” “Like…destroying Equestria and killing those ponies?” Loki asked curiously. “And what do you seek?” “Let’s say that you shall learn the answer…soon enough.” Nexus smirked. Loki didn’t know what to say, but seeing the glowing sphere made him think that Nexus’s powers were just as powerful as his own.

“Then, I shall go! Farwell!” Loki said before turning around and leaving while his horn glowed and canceled the spell on the mirror. As Loki was leaving, the image was fading into nothingness, except as it slowly crept over Nexus’s image; the Overlord King spoke these words out of Loki’s absence, “Farewell indeed, Loki…Farewell.”

Soon afterward, his image faded away while the background song ended at the right time. All the questions couldn’t be answered until it was…too little too late. “Ok, we’re almost there.” Spike nodded to his friends, gesturing to them as they were almost out of the ruins. “After this hill, we would be almost to the Resistance’s hideout.”

“Thank goodness! I can’t stand this place!” Fluttershy shuttered. “Right, the Everfree Forest…brr! Why did Loki choose the ruins here as his hideout?” Rarity asked with a shiver. “Probably because it’s a fitting hideout for villains like him.” Pinkie shrugged. “Spike, once we find your clone, I’m gonna fuse you two back together, ok?” Twilight asked her assistant with a stern expression.

“Sure, Twilight.” Spike nodded. Suddenly, a flash appeared, knocking Spike back. The baby dragon got back up and gasped as he saw a familiar place: the ruins! “What? Oh no!” Spike gasped in shock and alarm. “How did the ruins…what?” Worst yet, Twilight and her friends were stuck at the ruins! “Captain, take a look at this!” A Royal Guard exclaimed as he pointed his hoof at something. The army was almost to the Resistance’s hideout when something alerted them.

Shining Armor took a look and gasped at what he saw, “The ruins where the Elements of Harmony were once stored?!”

“No! It can’t be!” Another Royal Guard shouted. “How did it get here? I thought we left it!” Shining Armor demanded with a frustrated expression. One thing’s for sure; this spell was trouble! “How did we end up back here?” Rainbow asked in shock and alarm while the other members of the Main Six and Spike found themselves in the main room at the ruins. “Didn’t we leave this place behind?!” “What’s going on?!” Twilight demanded. Familiar evil laughter was heard as Loki appeared with his army, along with the Cutie Mark Crusaders and the Spike Clone.

“Marvelous trick, is it not? It is nice what one can do with teleportation nowadays.” The evil Alicorn remarked. “You again? Go away! We don’t have time to deal with you!” Spike shouted angrily. “Silence! I am the master of these ruins, not you!” Loki snapped at Spike in annoyance.

“Come on, we can take him!” Rainbow exclaimed to her friends. “No, we can’t.” Fluttershy sighed sadly in remembering what happened the last two times they tried to take down Loki.

“Please! We took on the Black Devil and won!” Rainbow scoffed, charging at Loki…only to be bucked in the face by him. “Ow!”

“Do you not see it, Scootaloo?” Loki asked the young Pegasus in amusement. “She only cares for her image! In fact, she remains oblivious to the mark on your cheek.”

“Ya leave Scootaloo outta this, ya big bully!” Apple Bloom snapped as she glared at Loki. “Besides, I told Pinkie to tell Rainbow Dash about what happened to me while we were stuck in the jail cell and now that she found out, she isn’t happy about it!” Scootaloo growled angrily to Loki.

“Not one bit!” Rainbow added as she recovered and swooped in to grab the Cutie Mark Crusaders while dropping them beside the others and Spike. “Oooooh, so the two saw through my lies…how cute.” Loki taunted. “Give it up! You have the advantage temporarily , but the war is still mine!” “No, it isn’t! You may lead an entire army, but the forces of good will always win over evil, even if good loses temporarily!” The Spike Clone snapped at Loki, making him glare.

“Silence, you pathetic clone!” Loki retorted madly. The villain then did the horrible: he fired a knife at the Spike Clone, instantly killing it. “NOOOOOOOOOOOOOOOOOOOOOOOOOOO!” The Main Six, Spike (the real one), and The Cutie Mark Crusaders gasped as they rushed over to the Spike Clone while Loki smirked at the scene. “Stay with us, Spike! Stay with us!” Twilight pleaded, holding back a sob.

“I have had enough of this game. Time to do what I should have done in the first place!” Loki exclaimed before turning to his army. “Kill them all! They cannot use the Elements because my spell still has them corrupted and nopony else can save them now. Equestria belongs to me!”

“WHAT IS THIS MADNESS THOU SPEAKTH OF?!” A familiar voice demanded in the Royal Canterlot Voice. Everypony looked up to see two familiar Alicorns appearing in the sky, landing in front of the heroes and glaring at Loki. “Princess Celestia! Princess Luna!” Twilight exclaimed happily. “Ah, the Princesses; you saved me some trouble hunting you two down. Now, you can both die with your subjects.” Loki smiled evilly. “I think not.” Celestia said sternly.

“We saw your ruins appearing while we were battling your army. You made a foolish move by doing so. Odin and Frigga have sent a signal to Ponyheim’s army, so they can help us.” “And now, we’ll stop this madness you’ve created.” Luna added to Loki.

“Ha, ha, ha, very funny.” Loki grumbled sarcastically. “You two princesses are fools! Princess Celestia lost to Queen Chrysalis…and who knew what Princess Luna was doing during that? Do you not see that stepping in here, you two are doomed?”

“No, this isn’t over yet. If you want to kill our subjects, you have to go through my sister and I. Please stop this, do it for Thor! If he were in your place, he would end this!” Luna pleaded. “Do not dare mention his name around me!” Loki snapped madly to Luna. “You ponies have no right to! I am not his brother, I never was! Well, no more! I shall be glad when all of you are dead, including Thor!” Luna kept pleading, “Stop this! You can leave and start over with Thor, just like I did with Celestia! I had a similar issue, but it’s solved!”

“I cannot.” Loki snarled.

“Then, you leave me no choice!” Celestia snapped as she flew and fired a spell from her horn at Loki, but it bounced off the villain as he fired a blast of his own. The ponies and baby dragon watched on as both fighters got into a struggle with both blasts…but Loki triumphed, sending Celestia to the ground, but not enough to knock her out.

“Princess Celestia!” Twilight cried out with a worried expression. “Oh yes, it looks like you are still a weakling, you should have been more prepared, everypony.” Loki remarked evilly. “I won’t let you hurt my sister!” Luna shouted in anger, flying to Loki.

“SILENCE!” Loki roared as he bucked Luna to the ground. “Stop this, leave Princess Luna alone!” Rarity shouted. “YOU PONIES TURNED AGAINST ME!” Loki exclaimed madly, pointing to the Main Six and the Cutie Mark Crusaders. “You did that yourself because he didn’t tell you about your true parentage!” Spike snapped to Loki. “You’re getting out of control!” “No…I AM in control here, I am always in control! It is all of you who have lost control! Control I shall make sure that you will never regain again!” Loki said darkly to his enemies. The situation seemed almost hopeless in what Loki was going to do next. It would take a miracle to stop this villain and his evil army, but what?

“LOKI! I’M STOPPING YOU RIGHT HERE AND RIGHT NOW!” A familiar voice shouted that got the villainous Alicorn’s attention to face the owner. It was Shining Armor and his Royal Guards. “Shining Armor!” Twilight gasped in relief as she saw her brother again. “Clonie!” Spike exclaimed, running to his clone’s side. “Is he—“

“No, he’s still breathing, Spike.” Sweetie Belle reassured him. “Quick, Twilight! Fuse them back quickly!”

Twilight nodded and fired a spell at the clone as a flash of light appeared. Soon, the clone disappeared, fusing back with the original baby dragon though he stretched his claws. “You ok?” Fluttershy asked Spike in concern. “Yeah…I’m gonna need a little time to recover; my body feels like some jerk fired a knife at me.” Spike admitted with an uneasy expression.

“Somepony did and his name is Loki.”

“Captain Shining, how amusing it must be for you...” Loki spoke casually in seeing Twilight’s older brother again. “Are you here for a second match after our previous one?” “In case you’ve forgotten, that time I wasn’t intending on winning! This time, it’ll be different!” Shining Armor declared with a determined expression. “And just ‘how’ will this be different now?” Loki smirked evilly. POW! Then, without warning, some bucking sound was heard and it happened…right behind the evil Alicorn.

“GRAAAAAAAAAAAAGH!” Loki yelped as he was bucked across the ground and looked up to see…another pony there. “I’m not fighting alone once more.” Shining Armor smiled, watching the one who caught Loki by surprise come out of a corner and it was none other than…Big Macintosh.

“Eeyup!” Big Macintosh nodded in determination. “Oh, this is too much! We clashed horns twice before, Shining Armor and you are relying on a muscle bound stallion that only gives out ‘yes’ or ‘no’ responses. He may be a military veteran, but he is careless!” Loki cackled under his breath. “Eenope!” Big Macintosh responded. “I’m relying on a good friend to aid me in stopping you!” Shining Armor declared to the villain. “Then, let us see you both…try!” Loki exclaimed before his horn glowed and fired a spell at them which they dodged while his armor appeared on his body. “Oh doggy, this maybe either different or somethin’ else.” Applejack mumbled.

“You ok, Spike?” Scootaloo asked. “Your clone took quite a hit there.”

“I’m ok, I just need a little time for my body to stop hurting.” Spike cringed. “Twily, when this is over, we’re gonna talk about your clone magic later!” Shining Armor called out to Twilight sternly.

“Shining Armor, not now, ok?”

It was around this time when things were beginning to quiet down for the battle. It was Shining Armor and Big Macintosh vs. Loki; one side was good, the other was evil. If it wasn’t enough, the Super Smash Bros. Brawl Main Theme began playing in the background to move the suspense of the situation on.

“Nice music, but is this place appropriate enough for this song from Super Smash Bros. Brawl?” Pinkie asked her friends curiously. “You care to fight me, then fight me you shall in these ruins.” Loki declared, waving his hoof in the air. “Nopony can enter and nopony can help you now.” “Do believe that if we win this, we’ll get out of this situation, Big Mac?” Shining Armor whispered to Big Macintosh. “Eeyup, I reckon so!” Big Macintosh nodded. “Then, if you stallions are ready…” Loki began while taunting his enemies. “Let our battle…begin!” Then, either side began attacking which Loki making the first move by surrounding himself in a dark green magic barrier.

“RAAAAARGH!” Loki shouted as he fired spells from his barrier to which Shining Armor and Big Macintosh had charged away to dodge. Or was it? “GAH!” Shining Armor cried out, getting surrounded by three diamond shaped objects producing some electricity to seal him in. “Shining Armor!” The Main Six yelled in horror.

“What happened?” Big Macintosh asked in concern as he saw that Loki did something when they weren’t looking. “It’s a trap spell…ugh…the longer I’m in it, the more it hurts me!” Shining Armor answered from inside the trap. “I always found you struggling entertaining…” Loki commented from behind the heroes. “Let’s get ‘im!” Big Macintosh declared, charging at Loki and only to go right through him. “What the?” He heard somepony clear his or her throat and turned to see…Loki standing near him. “Are you not ever going to fall for that?” He asked evilly. “It’s a ploy! He’s using magic to distract us!” Shining Armor warned urgently. “But…ARGGGGGGGGGGH!” BAM! With enough strength, he broke through the trap and was free from being injured.

“Where’s Loki now?” Rainbow asked in curiosity. She had noticed that the villain had vanished again. “He seems to be a fast one.” Luna sighed, getting up with Celestia.

And so it was seen that both ponies looked up to see on the top of one of the columns, Loki had flew up and landed on it where his horn glowed with energy. “If you want me, come and get me!” He taunted to his enemies below. “Ok, Big Mac, standby and at the right moment, attack him while I go out!” Shining Armor commanded before he charged and jumped onto the wall’s side and ran up the column while Loki watched from above.

“It is about time I increase…the odds!” Loki declared as his horn glowed and he began firing even more spells from above. “Shining Armor, look out!” Spike warned in alarm. And then, the evil Alicorn dove off from the column and directly towards Shining Armor who dashed up at the last moment. At an instance, both fighters passed over each other with Loki spinning around in the air to make his hooves face forward and Shining Armor ceased attacking to stare at the villainous Alicorn’s stylish maneuver. “At this point, the fight could go either way.” Celestia said grimly. “I just hope it goes our way.”

“I don’t think Loki would let that happen!” Luna exclaimed to her sister with a worried expression. “I’m not giving up!” Shining Armor snapped, levitating himself back onto the ground.

“Oh, you will.” Loki remarked before being surrounded by the barrier again which Shining Armor attacked, but bounced off of. “Come back here!” Shining Armor called out before dashing towards Loki (he was out of his barrier) who was standing in the center of the area. “I am here, but you cannot touch me!” The villain proclaimed with a creepy evil grin on his face just when Shining Armor was a few feet away from him. POW! He fired a spell in Shining Armor’s direction which sent the Captain of the Royal Guards flying.

“GAHHHHH!” Shining Armor yelped. Just as he was about to attack again, he hit Loki, but was bounced back from the barrier again. “Oh come on!” Rainbow complained. “Like it? I use my spells to keep pests like you from stopping me!” Loki taunted his foe.

“Eenope!” Big Macintosh yelled with a determined expression as he came out of nowhere. POW! He delivered a buck behind Loki. “GRAAAAAGH!” Loki yelped, getting tackled from behind. “Gotcha! Now, back off!” Shining Armor yelled as he fired a few spells while the villain was distracted until Loki skidded away from Shining Armor and Big Macintosh.

“You will pay for that stunt! GRAHHHHH!” Loki roared out, charging at Shining Armor and Big Macintosh. “Wow, Loki seems really angry!” Sweetie Belle commented. “I agree, Sweetie Belle!” Rarity nodded nervously. “Big Mac, slash him with your hooves when he comes closer!” Shining Armor commanded to Big Macintosh. “Eeyup!” Big Macintosh nodded. The fighters clashed hooves or horns, but even if it was two against one, Loki managed to still push back his opponents. Then, Loki summoned clones to sneak behind and attack his enemies when they were distracted before making them vanish.

“ARRRRRRRRRRRRRRRRRRGGGGGGH!” The two pony fighters cried out as they charged towards their enemy. “Now’s our chance!” Shining Armor yelled. “Fooled you!” Loki laughed insanely, firing another spell at Shining Armor and Big Macintosh. “GAHHHHHHHHHHH!” Shining Armor and Big Macintosh yelped from the surprise attack. “Time for you to be defeated!” Shining Armor declared. He jumped over Loki’s barrier and began firing spells from behind. “GRAAAAAGH!” Loki yelped from trying to brace himself from Shining Armor’s attacks. “Back off!” Big Macintosh exclaimed before he head-butted the villain. “GRAAAAAGH!” Loki yelped.

“YEEHAW! Good work, Big Mac!” Apple Bloom cheered. “We may win this time!” Fluttershy exclaimed happily. “I don’t know, Fluttershy…Loki isn’t the kind of pony who wouldn’t go down easier. We can all agree on that.” Twilight said with a worried expression.

Then, Loki surrounded himself in the barrier again to trick his foes again. “Don’t let him have a moment’s rest!” Shining Armor commanded to Big Macintosh. “Eeyup!” Big Macintosh nodded before the two ponies attacked their enemy. “I rather cease your actions!” Loki snarled while firing another spell. “GAHHHHHHHHHHHHHHHHHHHHHHHH!” Shining Armor and Big Macintosh yelped.

“Wow! Loki keeps attacking!” Scootaloo commented. “This isn’t good…” Spike sighed in agreement. “Now I have you both, RAAAAAAARGH!” Loki smiled evilly as he went on offence to strike the ponies. “Oh no you don’t! Back off!” Shining Armor snapped before he clashed horns with Loki again which wounded him a bit. “GRAAAAAGH!” Loki yelped again from the attack. “This is it!” Big Macintosh shouted while he delivered punches left and right that caught Loki off guard.

“GRAAAAAGH!” Loki groaned, getting hit back in forth by Big Macintosh’s hooves and bucked by him after the attack was over. “We got him!” Shining Armor declared as he dashed to attack the enemy. “Oh no you do not!” Loki snapped, getting on the offense side again with his horn clashing with Shining Armor’s horn and Big Macintosh’s hooves. “You are mine!” He fired another spell again which bashed the two ponies away.

“You cannot defeat me!” Loki roared while the two ponies clashed their horn or hooves, but weren’t being careful since he summoned the barrier again. “They’re losing!” Rarity exclaimed in horror.

“Not unless they do somethin’!” Applejack yelled in alarm. “Big Mac, give me boost!” Shining Armor commanded. “Eeyup!” Big Macintosh nodded as he bent down while Shining Armor ran towards him from behind. When Shining Armor jumped onto his back, Big Macintosh launched his head up which his friend jumped over. POW! POW! POW! Loki was caught by surprise, his barrier spell dropping when Shining Armor began firing spells at him. The villain was shot against a wall, but his time to recover was short when…Big Macintosh began hitting him with his hooves again. “Ha! Looks like we’re winnin’!” Apple Bloom cheered. Or it seemed until Loki vanished again to escape his attackers and then reappeared some feet away.

“Get him!” Shining Armor commanded to Big Macintosh before they were charging towards the evil Alicorn. “Do not be getting cocky!” Loki taunted, surrounding himself in the barrier again and attacking his opponents. “GRAHHHHH!”

“ARRRRRRRRRRRRGGGGGGGGGGGGGGH!” Big Macintosh cried out as he began slashing Loki with his hooves again. “It’s over!” Shining Armor roared out before firing a strong spell that sent Loki a bit distant and that looked like it hurt. “Not yet, THIS IS NOT YET!” Loki yelled with an annoyed expression. He then charged at Big Macintosh and attacked him, sending the Earth Pony flying.

“Big Mac!” Applejack and Apple Bloom gasped. “Big Mac, NO!” Shining Armor shouted until Loki fired a spell at him while he was distracted. “The faith in your friends is weakness for you ponies.” Loki taunted with a sneer. “Take this! Zecora made it for just this occasion!” Big Macintosh yelled, throwing a healing potion at Shining Armor which he drank.

“My injuries are healing…” Shining Armor gasped, feeling his strength returning. But then, Loki fired a spell at him for not paying too much attention. “Well, aren’t you rude, Loki!” Shining Armor commented sarcastically before attacking him again.

“Sorry, but that is just me.” Loki smirked as he vanished and reappeared while firing another spell. “GAH!” Shining Armor yelped, dodging the attack and giving Loki a determined expression. “Payback time!” He began attacking Loki by surprise.

“GRAAAAAGH!” Loki yelped as he was now taking damage now, but Shining Armor wasn’t quitting. “It’s over!” Shining Armor shouted before firing a spell at Loki who skidded across the ground with more injuries. “TAKE THIS!” Big Macintosh shouted, suddenly healed by another one of Zecora’s healing potions while charging into battle.

POW! The stallion smacked Loki from behind. “Ha! Loki’s getting his flank kicked!” Spike laughed eagerly. “Right, Twilight?” “Right, we may win this…I hope.” Twilight sighed. Then, the villain vanished to dodge his two enemies going after him. “RAAAAAAARGH!” Loki roared as he fired a spell at Shining Armor from behind. “You’re not gettin’ away that easily!” Big Macintosh yelled before charging at him, but Loki vanished again to dodge the pony’s attack.

“HOLD IT!” Shining Armor shouted. Just when Loki reappeared, the two were clashing their horns in midair. “GRAAAAAGH!” Loki snarled, struggling from the surprise attack while Shining Armor bucked him and sent the villain flying backwards. “Let’s see you back off from this!” Shining Armor yelled before attacking again. “I believe I shall!” Loki retorted before summoning the barrier again and vanishing. “Watch out! He’s behind you!” Big Macintosh warned in shock while Loki reappeared with the barrier vanishing just as the alicorn’s horn glowed.

“You think they can win this?” Twilight asked Celestia and Luna. “Maybe, but Loki is a powerful foe indeed.” Celestia answered grimly. “He won’t give up, we may need more than tricks and surprise attacks to save Equestria.”

“The best we can do is arrest Loki…I hope Thor, Odin, or Frigga would talk some sense into him.” Luna sighed.

“Do you believe that having his adoptive brother and parents talking to him would help, Luna?”

“I just don’t know…but I don’t think it’s going to work. As the old saying goes, ‘some ponies just want to watch the world burn’ and that’s what Loki wants to watch: our kingdom getting destroyed.”

Soon, Shining Armor was clashing horns with Loki still. “You have improved, but it is still not enough!” Loki snapped. “Then, I’ll keep surprising you!” Shining Armor grunted as the villain backed off while looking strangely calm. Loki then fired a spell at him suddenly.

“GAHHHHHHHH!” Shining Armor yelped, getting blasted back. But Loki was no fool this time as he ceased the barrier spell before the enemy made contact with him again. POW! Shining Armor tried firing a spell at him which backfired. “I am not gullible to fall for that trick twice!” Loki remarked with a sly smile in seeing Shining Armor trying to get up.

“Shining Armor!” Spike yelled in worry for his boss’s older brother. “Then, try me!” Big Macintosh exclaimed, charging at Loki. “Now ya just BACK OFF!!!” He then launched a few more surprise attacks which knocked Loki off his balance. “Such strength from a brute…” Loki cringed from the attacks. “NOW HAVE ANOTHER!” Big Macintosh yelled as he punched the villain while he tried to block his hooves. But then, Loki vanished and then reappeared to attack the Earth Pony stallion. But it was him who was underestimating Big Macintosh as the stallion blocked the enemy’s attacks before punching to knock the Alicorn away from him with some damages.

“Go, Big Mac, Go!” The Cutie Mark Crusaders and Spike cheered on. “I do not think you can win with brute strength alone!” Loki exclaimed to the red stallion before summoning his barrier and attacking…but somepony got in the way. “No, that’s when I come in!” Shining Armor declared, revealing himself to Loki while the barrier vanished and firing spells at him.

“GRAAAAAGH! Maybe you remember…THIS!” Loki growled, unleashing a spell to keep Shining Armor away. “Ugh…” Shining Armor groaned as he was surrounded by a familiar spell. “Not this again!” “He’s headin’ for that column again!” Big Macintosh pointed out.

“Déjà vu, huh? ARGGGGGGGGGGH! He must have gone back on the top of that column!” Shining Armor remarked, breaking the trap spell again. “Eeyup!” Big Macintosh nodded. And so it was seen that both ponies looked to the top of one of the columns where Loki had landed with his horn glowing. “As stated, come and get me, Captain Shining!” Loki taunted from above.

“Hey! Only the Princesses and the Royal Guards are allowed to call him that!” Spike snapped at Loki in annoyance. “Yeah, who the hay do you think you are?!” Rainbow demanded to Loki. “Big Mac, I know what to do here, but hopefully our secret moment to strike won’t go unnoticed.” Shining Armor stated to his friend.

“Eenope! It ain’t, now go get ‘im!” Big Macintosh answered. Then, Shining Armor, with his horn glowing, was dashing over to the column and jumping onto it and running upwards. “Wow, how does he do that?” Pinkie asked with a smile as she ate some popcorn. “It looks like something that would come out of a video game!” “Uh…what, Pinkie?” Twilight questioned. “You are a fool! You will never learn anything, Shining Armor!” Loki declared to the captain of the Royal Guards. And then the villainous Alicorn dove down from the top to head directly towards Shining Armor who dashed up at the last moment.

“I DISAGREE!!!” Shining Armor shouted out, clashing his horn against Loki’s horn quickly which surprised the evil Alicorn. “What?” Loki gasped in surprise. “Alright, go Shining Armor!” Twilight cheered wildly. Then, Shining Armor flipped in the air while Loki flew below and the unicorn charged at him before…POW! He fired a spell at Loki that sent him flying downwards.

“AHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!” Loki screamed out from losing his balance to fly straight from descending down. “Looks like Captain Shining’s training has paid off here. We can only hope that this is enough.” Celestia said with a slight smile. Then, Shining Armor pushed against the column to dive down faster to approach the villain. It was here that while Loki was able to stand up and Shining Armor landed in front of him as both fighters gazed at each other before…they quickly clashed horns again. Loki managed to push Shining Armor away long enough to be in midair while the unicorn landed with grace in front of the column that the two fighters ran up on.

“I cannot believe you managed to outdo me after going through that stage just once!” The villain exclaimed in anger. “Well, now you have! ARRRRRRRRRRRGGGGGGGGGGGGGH!” Shining Armor yelled out before rushing off to add in more injuries since Loki was distracted. “GRAAAAAGH!” Loki yelped from the attacks. “It’s nearly over, Loki!” Shining Armor declared as he fired a spell at the villain which sent him flying a distance. “You are right…FOR YOU!” Loki yelled, teleporting away to avoid another hit again. “Quit that!” Shining Armor complained as he chased the pony every time he reappeared. Loki stopped teleporting to fire a spell.

“That won’t keep me from doing this!” Shining Armor yelled, blocking the spell by summoning a barrier. “Your resistance is getting me more irritated!” Loki snarled at his opponent. Shining Armor tried to clash horns with him, but Loki summoned the barrier which separated both of the fighters.

“I will not be made a fool by anypony!” Loki roared out as he teleported away again and reappeared to fire another spell. Shining Armor summoned his barrier and began firing spells at the villain. “Oh no you do not, Shining Armor!” Loki snapped while attempting to block the attacks. “IT’S OVER, LOKI!” Shining Armor snapped, firing a spell at him.

“I WILL NOT LOSE!” Loki roared out as he teleported away and reappeared after he avoided the pony’s attack. Then, he began running towards Shining Armor to tackle him down. “Shining Armor, look out!” Twilight and her friends cried out. “GAH!” Shining Armor yelped. “I shall tear you apart, PIECE BY PIECE!” Loki declared evilly, preparing to attack until…”NOOOOOOOOO!” Big Macintosh shouted as he blocked the attack with his hooves and tossed another healing potion to Shining Armor. “I was wondering where you have run off to.” Loki smirked.

Then, Shining Armor used the potion to regain his strength and health to aid Big Macintosh. “Yay! Alright!” Sweetie Belle cheered happily. “IMPOSSIBLE!” Loki gasped while he summoned the barrier, only to have it be broken by the two ponies. “I WILL NOT BE DEFEATED BY TWO PETTY PONIES!”

“So far, they’ve been kickin’ your flank.” Applejack commented. “Yeah, just give up!” Apple Bloom added. “Never! I will not be beaten by those two!” Loki exclaimed madly to the two sisters. “Too bad, we’ve been kicking your flank pretty hard.” Shining Armor commented with a cocky smile.

“What?” Loki asked with a puzzled expression. Then, the two bucked him and sent him flying while the background music faded and Loki’s armor vanished from his body. “Captain Shining…nice work.” Celestia commented, impressed at Shining Armor. “Thanks, I’m glad Big Mac and I finished this or else Loki would’ve beaten us.” Shining Armor said with a smile.

“The battle isn’t over yet, Captain Shining.” Luna told him as she noticed the scene. “How impressive…to think you have managed to gain this much power now!” Loki exclaimed. “Surrender, Loki. Your overconfidence is your weakness!” Celestia said sternly. “Oh my, it seems I have underestimated you ponies not once, not twice, but three times!” Loki mused, his horn glowing again. “But I am far from being out! Once I finish you off, Shining Armor, Big Macintosh, I wonder how your sisters will react in losing their loved ones!”

“Leave Shining Armor and Big Mac alone!” Twilight exclaimed furiously. “That won’t happen for Twilight and I’m certainly not going to live through what you did to her friend in Canterlot!” Shining Armor snapped back at the villain. “Eenope! Applejack, Apple Bloom, and Granny Smith are too important that I can’t leave ‘em!” Big Macintosh declared. “And Cheerilee of course!”

“We shall see about that!” Loki smirked as he fired a spell at Big Macintosh. “Big Mac, be careful!” Rarity warned to Big Macintosh. Before Big Macintosh could block the spell, something unexpected happened. A familiar silver hammer with a brown handle came flying out of nowhere, making the spell dissolve. Then, a wall of lightning cut off the two stallions from the villainous Alicorn, but this wasn’t his doing and it was another’s. Loki turned to his right while the ponies and Spike turned to their left with wide eyes to see who was coming. It was the last pony anypony expected to see walking up slowly while levitating the hammer with a determined expression and gazing at the battle was…Thor.

“Thor!” The Main Six and the Cutie Mark Crusaders gasped in happiness. “If you do not mind, I like to interrupt this battle.” Thor stated while looking at the ponies on the other side of the lightning wall. “Wait a second, Thor!” Shining Armor shouted to stop the alicorn, but the lightning was not letting approach without getting electrocuted slightly. “Ow! Man, when did he learn to produce lightning to a wall structure?”

“Eeyup, that he did!” Big Macintosh nodded. “Must be the training given to him by Odin! But Thor, what are you doing here while Shining Armor and Big Mac were trying to beat your brother?” Spike asked in concern from the side the Main Six and the Cutie Mark Crusaders were which answered Shining Armor and Big Macintosh’s question.

“Because it is something I decided to intervene here.” Thor answered with a serious expression and his voice full of sorrow and anger as he turned to his adoptive brother. “Loki…”

“Well, Thor…what do I owe the honor of you gracing me and cutting those ponies off from my wrath?” Loki asked slyly.

“That is just it; They are not the ones you should be dealing with…” Thor began. “It is ME!” The alicorn gazed at Loki with determination in his eyes which made Loki step back with the smirk never leaving his face. Big Macintosh and Shining Armor couldn’t express their words in what they heard what Thor just said. He’s the one who was going to settle things with Loki, his own adoptive brother, but what will that mean and how will things end…will remain a mystery until later on.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, Laufey, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own the songs Leather Pants, The Final Countdown, Eye of the Tiger, and Courtyard Apocalipse. I also don't own I also don't own Teslan Aegis, he belongs to JonathanMDful (even though Teslan Aegis is Flash Sentry before he was given a name and a pony design).

Loki blinked at the pony he once called his brother as if Thor told him an unfunny joke. The villain then said, “Oh, fascinating one, Thor, yes…now if you do not mind.”

“NO!” Thor snapped as he jumped in front of Loki, cutting him off from the ponies and Spike. “I told you before; this is just between us!”

“Thor! What is this new found soft spot for the ponies of Equestria? They are our enemies!”

“You have always been a talented liar, brother, but this is not the point! They care for me! If they haven’t, I wouldn’t have accepted my brief friendship with them because of their kindness!”

Loki growled at that comment, saying, “But Thor! They are still our enemies!”

“Shut it and let me continue, Loki!” Thor snapped at his adoptive brother. “They are my friends and still care for me even though they’re YOUR enemies! If you believe that I care for you, would have you done the right thing and call of your conquest of Equestria for my sake or our parents’? No! You have done it because you are becoming nothing more than an evil monster like your real father is!”

“I do not care for you; you, Father, and Mother never loved me!”

“Another lie! Father and Mother did love you and I. Even though they were strict, everything they have done was for a reason! They treated us the same! We were raised together, we played together, we fought together! Do you remember none of that?!”

“Wow…” Rainbow commented, watching the two brothers exchanging words. “We better get ready, this may launch into a full scale battle soon.” Celestia commanded them.

Thor continued, “They would not be proud about what you have been doing if they saw this!” “I remember a shadow, living in the shade of your greatness! I remember you being praised by Father and Mother more than me! I, who was and should be king!” Loki exclaimed furiously to Thor. “I never knew about my true parentage until that day I went in the trophy room to look for answers!”

“No, it wasn’t Father’s fault that he didn’t tell you. He was only doing it to protect you. He and Mother would also not be proud with you trying to destroy an entire kingdom he had made an alliance with.”

“Do not speak of Father or Mother again! They are weak excuses for ponies!”

“No, they are strong in mind and friendship! Sadly, I do not say the same for you, a monster who I am ashamed to call my brother.” Thor said to his adoptive brother sternly.

Loki growled in anger, symbolizing his fall to insanity and evil. His horn glowed as his armor reappeared on his body while he said, “Then so be it…”

“Oh dear, it looks like they’re going to fight soon.” Fluttershy said as she then noticed the soldiers growling as they advanced on the group. “Eeep! And it looks like the soldiers want to fight us.”

“No worries, these soldiers will be defeated by the same ponies they hate!” Pinkie exclaimed with a smile. “’Cause there’s a few of us and only one of…” Rainbow began, but the pony yelped as a few more soldiers appeared. ”Ok, a few of us and…eight, nine?”

“Yeah, I think…ARGH! WILL YOU ALL QUIT MOVING AROUND?! It’s so frustrating! I think I’ve counted one of you twice!” Pinkie yelled to the soldiers who appeared and kept on moving.

“Princess Celestia, do you think we can take them?” Twilight asked her teacher nervously. “Maybe…but we may be outnumbered and outmatched here. And if Loki somehow beats Thor, he’ll turn his attention on us.” Celestia answered grimly.

“We may need more help than this.” Shining Armor nodded. “Hey, look!” Spike pointed out with his claw pointing up at the sky. Then, they saw Pegasi in silver armor with gold helmets flying down while Unicorns wearing the same armor teleported in. “More soldiers!” The Cutie Mark Crusaders exclaimed, hiding behind their sisters and idol.

“I think Loki called some back up!” Rarity squealed in horror. “Wait, don’t be alarmed.” Luna said with a smile. Sure enough, the ponies and dragon took a closer look and saw that the Royal Guards are indeed that from the Ponyheim Army, either flying down or teleporting into the scene.

And the rulers, Odin and Frigga, landed right nearby with a thud, nearly startling everypony. “Odin.” Celestia greeted her longtime friend/ally. “It’s good to see you once more.”

“Indeed, Celestia, though I wish it was under finer moments right now.” Odin said to Celestia sternly. “Who dares interrupt things?!” Loki snapped in annoyance as he turned and looked outraged at seeing one certain pony. “You…”

“Yes, Loki, it is I.”

“Father, why are you here?” Thor asked Odin in surprise. “Why are you interfering with my battle, ‘father’?!” Loki snapped furiously to Odin. “It was bad enough you and the Princesses were allowed to execute my real father and all of the Ice Ponies after the war, but this?!”

“Your mother and I summoned the Ponyheim army to make an ultimatum: surrender yourself in my custody now or face the consequences. We shall help our allies from Equestria and fight your army if we must, but you will find that you cannot win.” “Indeed.” Frigga nodded with a determined expression. “Your father and I must fight your army, but even they will know how futile it is to win.”

“Silence, ‘mother’! And as for you, ‘father’!” Loki snarled furiously to the ruler of Ponyheim. “You have some nerve coming here, demanding that I give up to you of all ponies! Well, I am preparing to fight my ‘brother’ right here and right now and you are not getting in my way!” “I do not wish for either of you to fight, Loki. I apologize for not telling you what happened to Laufey…but this violence that you have created must come to an end!” Odin insisted to Loki. “If not for Thor’s sake, but for your mother’s sake and mine.”

“It’s thanks to those ponies and you that I never knew about my true parentage, ‘father’!”

“STOP!” Thor exclaimed to Loki in annoyance. “He is your adoptive father and that does not mean you can show disrespect towards him!” “Ok, I didn’t see that coming…” Spike commented. “It is all your fault, ‘father’! Why did you not stop Princess Celestia from executing my real father in the first place?!” Loki yelled furiously. “Laufey tried to destroy both Equestria and Ponyheim, so we had no choice, but to have him executed for taking lives of ponies.” Odin explained. “Give yourself into custody; end this without any lives being taken.”

“NO! I REFUSE, ‘FATHER’! I HAVE COME TOO FAR TO BACK DOWN NOW!”

“Loki…”

“I hate those ponies! I hate them! Hate, hate, hate, HATE! It is thanks to them that Thor is loved more than me!” Loki exclaimed madly. “You did believe that yourself.” Thor said to Loki sternly, then he noticed his adoptive brother looking madly at him. “What now?”

“But…I can fix this problem now, yes? Force your so called friends to join me.”

Thor commented, “You may not be my brother by blood, but despite some harsh words and actions I will regret for LONGER than the rest of my life, I still care too much about my friends to sacrifice them to have them join your side. Besides, you despise them. It does not make sense if you want me to force them into joining you. You have gone completely mad!”

Loki then snapped, he attacked Thor and the two brothers quickly go at it. The younger brother was stronger as he fired spells and bucked the Alicorn around while everypony watched this happen. “Thor!” The Cutie Mark Crusaders and Spike exclaimed in worry and sadness. “Darling, shall we help our son?” Frigga asked Odin. “Let’s not just yet; I have a feeling that something unexpected is going to happen.” Odin answered his wife with a thoughtful look.

Sure enough, he’s right as the ruler of Ponyheim spotted something glowing in Twilight’s saddlebag; something was about to happen. “We’ve got to do something!” Rarity shouted with a worried expression. “That’s our friend out there!” “The same one who insulted us a long time ago, right? Forget it, let’s not bother!” Rainbow snapped, still remembering when Thor insulted them.

“Even so, Thor is risking his life for us. We have to—“Twilight began, but stopped when she saw her saddlebag glowing. “What’s this? The Elements…”

Thor groaned as Loki pinned him to the ground. “Thor, once I am done with you, I shall make Twilight Sparkle and her friends suffer by killing off each and every family member and friend they have!” Loki exclaimed to Thor as he had clearly lost his sanity. “The ponies of Equestria are never worth it…”

“You are wrong!” Thor shouted, blocking his adoptive brother’s next attack with his hammer. “They ARE worth it!” Thor’s horn suddenly glowed and knocked Loki off the ground. Suddenly, the Main Six yelped as Twilight’s saddlebag opened with the Elements of Harmony flying out. As the ponies and baby dragon watched on, the Elements themselves levitated over to Thor, beginning to glow.

“What’s going on? The Elements…they…” Spike asked in surprise. “Yes, it looks like the Elements have decided that Thor will need their help in stopping his adoptive brother.” Celestia said in amazement. Soon, the Elements ended up on Thor who wore them like this: Honesty and Generosity on his front legs, Laughter and Kindness on his back legs, Loyalty as a necklace, and Magic as a crown. Soon, the Alicorn had the Elements in his possession…with the corruption not being a problem for him!

“Oh my, I’ve never seen the Elements do that before…” Fluttershy gasped. “Me either!” Pinkie exclaimed happily. “This is super-duper amazing fun!” Loki fired a spell at Thor, but his adoptive brother blocked it with a blast from his hammer. The evil Alicorn demanded, “How are the Elements working for you?!” “Because the Elements of Harmony and I are in agreement: you are an evil monster who must be stopped.” Thor said to Loki sternly. “All ponies are meant to live in harmony, not to fight to the death.”

It looked like both Alicorns were preparing to go at one another once more, this time to death if needed. “Thor, don’t do this!” Twilight pleaded to Thor frantically. There’s a possibility that her friend wouldn’t live. Thor explained, “I learned how to pass Loki’s corruption of the Elements; at least enough where I can use them. Also, I am the one he will be most likely to hold back against at first, so I shall have more of an advantage if I fight him alone. The rest of you please do your best to keep his army away from me.”

“He’s right.” Odin nodded as he turned to the Ponyheim Army. “This is his fight with his adoptive brother, we must respect his decision and keep those soldiers from interfering and to protect our allies.” “Yes, my king!” The guards responded, giving him a salute and walking near Celestia’s group, ready to fight Loki’s army.

Just before the battle could begin, suddenly, one of the walls of the ruins began to make noise, much to their notice before it came crashing down; there’s the Lizard Giant 6000 on the scene…and the opening opens up, revealing a familiar stallion who exclaimed, “Alright! Am I too late for the flank whooping?” “Uh…no.” Some of the ponies responded to Dr. Hooves with a shrug. “Actually, you’re early.” Apple Bloom said to the Time Pony with a smile. Suddenly, the rest of the wall came crashing down. Soon, the rest of the opening revealed a surprising sight: the rest of the ponies, even the foals, were there with weapons and determined expressions on their faces. Everypony in Equestria was there, ready to defend their home.

“Sorry if we didn’t get here earlier.” Private Katoptris said with a smile. “I had to teleport everypony here and then break into these ruins for the big battle.” “How’s my mane? Is it alright?” The Mayor asked one of her assistants nervously. “Yes, Mayor, never better.” The assistant answered with a nod. “Oh excellent, the ponies are here like sheep to the slaughter…” Loki sneered with an insane laugh. “Before we fight, Thor, I must give a speech to the troops.” Thor nodded as he went over to the ponies and Ponyheim Army’s side.

Celestia decided to give a speech of her own to the ponies, the ones who were willing to fight and take back their home from Loki and his army. “Mares! Gentlecolts! I see in your eyes the fear of what may happen. Unlike the other threats, Loki has come close to victory. But there’s still hope to stop him! A day may come when an evil pony and his army will take our place, but it’s not today! I know I left the fate of Equestria to Twilight and her friends, but not today! Today we fight! So, with all your strength, speed, and magic, we will stand for Equestria!” She declared as she paced back and forth in front of the ponies. Loki announced to his army, making a similar speech, “Followers! Our rightful place in this kingdom has been taken by two Alicorns! Because of these two Alicorns, we have been disgraced. But I have survived such a fate and recruited all of you to bring vengeance on them and my brother! These ponies were made to be ruled and in the end, they will always kneel! By the end of this night, the sun will rise with the new king: ME! As we stand over the ponies, we shall create Equestria in our own image! But tonight, we fight!”

“Yes, that unicorn is as good as mine!” A soldier declared. “You will not kill Twilight Sparkle because she is MINE to kill!” Loki shouted at the soldier, stabbing him with a knife which killed him. “ANYPONY ELSE WILLING TO TAKE WHAT IS MINE?!?!” The other soldiers shook their head nervously. “Princess Celestia, is it alright if I give a speech?” Pinkie asked. “If it helps, feel free to do so.” Celestia said to Pinkie gently. The pink Earth Pony smirked as she put a bowl on her head and pulled out a spoon, “Of course!”

“Mares, Gentlecolts, and everypony I may or may not know! Are you tired of this creep pushing you around, scaring us into submission?”

“Yeah!” The ponies exclaimed in determination. “Do you wanna kick some flanks, proving to them all why we’re not all push overs?!” Pinkie yelled.

“Yeah!”

“Do you want to repaint the fence and put fake mustaches on posters?!”

The ponies, even the Princesses and the Ponyheim army were confused at this. Derpy exclaimed, “Uh, yeah!” “Precisely.” Pinkie nodded sternly as she tapped her bowl hat a bit. “And thus Pinkie’s Army has been reborn! We fought against the forces of Cloudsdale…” “I don’t think that ever happened, Pinkie.” Rainbow protested.

“We have overthrown Princess Celestia and the ponies of Canterlot…”

“I think that’s impossible to do that, Pinkie.” Twilight said with a shrug. “But now, it’s time we paint a new favor! About time we kick some flanks and take names, regaining the system! Who will join me?!” Pinkie finished. “YEAH!” The ponies and Spike roared out in determination. “My army, attack. No prisoners…” Loki commanded sternly. Soon, it’s time for both sides to begin fighting. As they do, music plays…

Voice: Ooo~~~oooh

We want those leather pants

Ooo~~~oooh

Let's steal his leather pants

Tah tah, mah mah mah

Bah bah, wah wah wah

Zah zah, vah vah vah

Take off his leather pants

Gah Gah, rah rah rah

Nah nah, flah flah flah

La la, cha cha cha

I like these silly noises

Both sides, even Loki, stared with confused expressions at this. Quickly, DJ Pon3 yelped as she took the CD out while exclaiming, “Sorry! Wrong song!” The unicorn DJ quickly levitated a CD called ‘The Final Countdown’ onto the player and pressed the play button. “Much better.” She sighed in relief. As the song began, both sides began charging at each other with Loki and Thor giving each other a stare down, the fight for Equestria has begun. As the song went into the moment, the ponies and Spike quickly fought off their enemies.

Singer: We're leaving together

But still it's farewell

And maybe we'll come back

To earth, who can tell?

I guess there is no one to blame

We're leaving ground

(Leaving ground)

Will things ever be the same again?

Some soldiers yelped as Featherweight and Truffle Shuffle sent out the Ford Trooper 4000, knocking the fiends down hard. “Take that!” Truffle Shuffle exclaimed as he bucked a soldier down while Featherweight punched another soldier. A unicorn foal named Berry Pinch levitated a soldier into the air before knocking one into another, knocking them both out.

It's the final countdown

(The final countdown)

Ohh

We're heading for Venus and still we stand tall

'Cause maybe they've seen us and welcome us all, yeah

With so many light years to go and things to be found

(To be found)

I'm sure that we'll all miss her so

Loki and Thor clashed at each other, hitting while fighting each other all around the ruins like mad. The Main Six, Spike, The Cutie Mark Crusaders, Cheerilee, and Big Macintosh, along with some of the background ponies were fighting off the soldiers together.

It's the final countdown

(The final countdown)

The final countdown

(Final countdown)

Ohh ho ohh

“Alright, here we go!” Caramel cheered while he and some other ponies rode The Flame Falcon 4300 and The Black Eagle, joining the Wonderbolts in fighting off the Pegasi soldiers in the sky.

The final countdown, Ooh

It's the final countdown

(The final countdown)

The final countdown

(Final countdown)

Ohh

Fluttershy gasped as one soldier was about to kill her, but Teslan Aegis appeared and bucked at the soldier, sending him flying. “Thanks for helping me.” Fluttershy said to Teslan Aegis gently. “Even though I did stare down your king’s adoptive son a few days ago.” “Why apologizing? It’s his fault for his fall into insanity and evil to begin with.” Teslan Aegis grunted, helping his allies.

It's the final countdown

We're leaving together, Ooh

(The final countdown)

We'll all miss her so

It's the final countdown

(Final countdown), Ohh

It's the final countdown

Yeah

The song ended as DJ Pon3 put another CD called ‘Eye of the Tiger’ into the player and pressed play. The other ponies were either fighting with their hooves, magic, or with the machines taken from the enemies, getting the advantage as the music began.

“Cadance, look out!” Shining Armor gasped in horror as he saw his wife being surrounded by three soldiers. At the song’s moment, Cadance made a battle cry then began karate chopping and bucking her enemies, taking the soldiers down. Soon, they were all taken care of, much to her husband’s amazement. “Sweetie, that was amazing!” Shining Armor exclaimed with an impressed expression. “After the incident with the Crystal Empire, I took some defense lessons from some trainers and my aunts!” Cadance giggled to Shining Armor. “Not bad for a princess, huh?” “Another reason I’m glad I married you!” Shining Armor laughed.

Singer: Rising up, back on the street

Did my time, took my chances

Went the distance, now I'm back on my feet

Just a man and his will to survive

So many times it happens too fast

You change your passion for glory

Don't lose your grip on the dreams of the past

You must fight just to keep them alive

The ponies continued fighting; Pinkie bounced around happily, causing some soldiers to crash into one another. The pink pony called out to her employers who were using their kitchen utensils as weapons, “Hey, Mr. and Mrs. Cake! Who’s watching the twins?”

“No worries, Pinkie! We have it all taken care of!” Mr. Cake responded with a grin. The scene showed Pound Cake and Pumpkin Cake laughing as they rode with Granny Smith inside The Grizzly while the old mare exclaimed, “YEEHAW! Let’s show those soldiers how to not mess with us ponies!” The Grizzly ran over some soldiers, sending them into the ground hard. Thor and Loki continued fighting, blasting at each other while trying to take one or the other down.

It's the eye of the tiger

It's the thrill of the fight

Rising up to the challenge of our rival

And the last known survivor

Stalks his prey in the night

And he's watching us all with the eye of the tiger

“HOLD IT!” Pinkie interrupted as the music suddenly stopped playing. “I think we need another song than this! It doesn’t even fit a battle like this! Hey, DJ Pon3! Put in some of that final battle music from Harry Potter and the Deathly Hallows Part 2!”

“You got it!” DJ Pon3 nodded, switching Eye of the Tiger to ‘Courtyard Apocalipse’. “Take that!” Apple Bloom shouted as she bucked a soldier in the face. Cheerilee nodded to her class who got their arrows and ropes ready, saying, “Alright, class. Don’t shoot until you see them coming!”

“I labeled my ropes so I know who to hit!” Snips exclaimed stupidly while holding his rope and arrow. “So did I!” Snails agreed. “FIRE!!!!” Cheerilee commanded the students in determination. Then, the foals launched their arrows at the soldiers with all their might. Some of the soldiers groaned as they were taken down.

Diamond Tiara ran up to one of them and bucked him in the face, snapping, “Serves you right, dummy!” The soldier growled at her, causing the bully to yelp and hide behind Silver Spoon. Filthy Rich and his employees were busy fighting the soldiers as he commanded, “Fight off the enemy, fight for your home!”

Soon, Odin watched this and smiled at this being done. “It is almost like the old times.” Odin sighed. “Darling, we need to focus here!” Frigga reminded her husband as she fired a spell at a nearby soldier. “My apologizes, dear.” Odin nodded. Derpy, meanwhile, smiled happily as she flew around with some Pegasi soldiers chasing her. The soldiers ended up colliding into walls on accident. “Oops! My bad!” Derpy exclaimed, dodging a soldier who hit the ground. “This time, I know what went wrong!”

Loki and Thor continued their battle meanwhile against each other. The villain fired a spell at his brother, but the Elements blocked it. “GRAAAAAAARGH! WHY CAN I NOT HIT YOU?!” Loki demanded to Thor angrily. “WHY CAN YOU NOT GIVE UP?!” “Because my friends need me. I regret every word I have said to them. If I must die to save them all, then I will not regret doing so.” Thor said gently. At the moment, we hear the Lizard Giant’s engine running as the scene showed Dr. Hooves inside who was ranting, “Ok, you no good soldiers! First, your boss Loki invades Equestria, then he goes to harm Twilight and her friends and kidnap the foals and Spike, and now you’re thinking you can just waltz up and TAKE OVER?! Well, if you think we can just roll on our backs and play dead, you’re thinking the wrong thing; because I HAVE A DATE WITH DESTINY…and her name is ROSE!”

“Uh, aren’t you and Rose already dating?” Scootaloo called out from the bottom. “Oh, ok, so we are and I’m not going to be late!” Dr. Hooves responded to the awkward question. “And to speed things up, when we were coming back, I was tinkering with this robot.”

“Oh no…” The Cutie Mark Crusaders groaned in annoyance from below. “Oh, don’t worry! I handled the machine well. I just added some extra features while storming that ruins’ weaponry cellar.” Dr. Hooves reassured them. He swung his hooves on the controls as the machine made a shockwave. BOOM! That shockwave was sent across the battlefield towards the soldiers. Then, Dr. Hooves pushed a button and pulled the control stick which made the Lizard Giant grab a Pegasus soldier and send him flying. “To see such fighting style like this is rare…” Celestia commented. “Do you really believe so?” Private Katoptris asked. Back with Dr. Hooves, he shifted his control stick and knocked out more soldiers. POW! He made the machine hit one of them and sent him flying. “Heat Blaster!” Dr. Hooves yelled as he pressed a button which launched a familiar attack at three soldiers. He continued defeating every soldier in the machine’s path and caused another shockwave from the machine. When the blast cleared, everypony couldn’t believe their eyes: the entire battlefield was destroyed, the army was defeated, and the Lizard Giant was left standing there.

“How do you like me now, huh?!” Dr. Hooves exclaimed from the inside of the machine. “I would not believe it if I hadn’t seen it!” Luna gasped. “On one scale, at least more than half of Loki’s army has dropped.” Private Katoptris guessed. One soldier let out a battle cry as he charged towards Cheerilee who yelped at seeing him coming. Big Macintosh snorted as he charged at the soldier and punched him. “Thanks, Big Mac.” Cheerilee giggled. “Eeyup!” Big Macintosh nodded. “Say farewell, pony!” A soldier declared, preparing to strike Rose. “KEEP YOUR HOOVES OFF OF MY MARE!!!” Dr. Hooves roared out while hitting the Heat Blaster button again. POW! The soldier was sent flying off away from Rose.

“Nice bashing there, Doctor!” Caramel replied with a smile on his face. “Yeah, although you may have overdone it a bit!” Lyra exclaimed. “What can I say? He had it coming.” Dr. Hooves shrugged. “Hey, Doctor! Thanks for the save!” Rose smiled proudly. “It was nothing!” Dr. Hooves blushed. Odin flew around, inspecting the damage. A Pegasus guard flew up to him and saying, “Your highness, we are fighting off the soldiers, but more keep coming!” “Then, we must keep on succeeding. Continue helping our allies.” Odin commanded. “And where are my feuding sons?”

“In the northeastern part of the ruins if you wish to observe.”

The white Alicorn nodded as he flew off in that direction. His son, Thor needed his support more than ever apparently. Odin and Frigga, along with some of their Royal Guards arrived at the battle between the two brothers. “I must admit, you were always strong at battle, Thor. I think it is time that I end it once and for all!” Loki declared. “Is that so? You believe that you can defeat me so you can murder innocent ponies?” Thor asked. “Why, yes. I mean to rule them!” Loki answered. “And you think yourself above them? No, Equestria is under my protection now!” Thor asked. “Oh, how wrong you are…” Loki grinned evilly. “You could not even protect Equestria for a few days! Now, my army is going to kill your friends!”

“Thor, watch out!” Odin shouted out to his son. “He could attack at any moment!” “He could use his most powerful attacks and spells on our son, right, darling?” Frigga asked in concern. “Precisely.” Odin nodded grimly. “Prepare…to die.” Loki snarled to Thor in a dark tone. “Mmmhmm!” Thor mumbled as he got into his battle stance while levitating his hammer. “GRAAAAAAARGH!” Loki roared, charging at his adoptive brother while his horn glowed. “YOU ARE DEAD!!!”

He then fired a spell in Thor’s direction. “Oh, must be a challenge for me!” Thor yelped with a determined expression as he levitated his hammer to block the attack. POW! The good news was that Thor was able to stop the attack from touching him, but the bad news was that the powerful force from Loki’s attack was pushing the alicorn back.

“Humph, impressive…” Loki mused. Suddenly, he teleported out of the way and reappeared before Thor who just knocked away the attack. “GRAAAAAAARGH!” Loki cried out, his horn glowing again. “He is even faster than I remembered…” Thor yelped to himself with wide eyes. POW! All went into a blank space that nopony could see until all went back to normal.

“ARGH!” Thor cried out. The scene showed Thor was knocked away by Loki across the battlefield by a few inches. Loki soon got back into his fighting stance and narrowed his eyes to chuckle under his breath at seeing the result. Thor struggled to get up after taking that attack, but he wasn’t going to go down that easily. “Now that’s more like it!” Thor declared with a cocky expression before summoning lightning with his hammer. BZZT! The alicorn unleashed some of it which soon split into some scatter form which nearly caught Loki by surprise. BAM! BAM! The attacks hit the mark where he stood, except for a detail; Loki zipped away to his other left from Thor’s attack that just blew up some field structures.

“Impossible! He…dodged it.” Thor gasped in a mix of surprise and anger. “I know! Then, have some more!” Then, the alicorn was unleashing a few more lightning bolts with his hammer. BZZT! The lightning bolts began scattering where Thor last saw Loki stationed at. BAM! BAM! BAM! More electrical impacts were made, but none of them hit Loki who zipped away before every single one could land on him while his adoptive brother almost caught some ponies and other allies when the target moved away. BZZT! Thor unleashed more lightning bolts to hopefully hit Loki and not any of them hit him.

“MWAHAHAHAHAHAHAHA!” Loki was heard laughing while leaving zippy blurs left and right where Thor tried to strike him and failed. “Unlike those ponies, I am superior in speed, strength, and magic! You shall never hit me!” Just then, he vanished passed Thor’s front of where he was looking to aim at his adoptive younger brother, except now the villain was flying…behind and ready to launch another attack. “GAH!” Thor gasped with widen eyes, Loki was right behind him and it was too fast to see any of that happen. But soon, he turned around as fast as he could and levitated his hammer up in defense that soon flashed in a white light. Soon, the image showed Thor bashed with his own hammer taking what was a multiple spell attack by Loki.

“You cannot defeat me!” The mad alicorn proclaimed while he broke his adoptive brother’s defense. “GRAGH!” Thor cried out from the great force and soon bashed him away from Loki over the ground to…”RARGH!” to suddenly bash his back against the wall structure spot which made the yellow alicorn let off a painful yelp from the impact.

Thor had shut his eyes, recovering a bit from Loki’s powerful attack. “How uninteresting, maybe while I let you recover, I can practice on the others instead.” Loki commented as he decided to distract him since he was recovering from the attack. Then, he flew up and gazed down at the Royal Guards from Ponyheim down below. The evil Alicorn started firing spells at them which were heading towards…his enemies. BOOM! BOOM! BOOM! Most of the Royal Guards were hit and let out a cry while smoke covered them and impacted them on the ground. “He’s hitting our forces!” A Royal Guard yelled in caution. “Captain Teslan, what should we do?”

“If he attacks, attack back. FIRE!” Teslan Aegis commanded to his troops. Soon, the Royal Guards and Teslan Aegis were either throwing spears or firing spells to hit Loki right where he stood…or it seemed. ZOOM! ZOOM! ZOOM! But with Loki zipping across the attacks like they were nothing and then added another surprise when…Loki soon appeared above Teslan Aegis’s head before the Pegasus could even blink.

“What the—“ Teslan Aegis yelped in shock, he was watching and following Loki’s movements, but the villainous alicorn somehow did something where he couldn’t see where the enemy would appear next. “I have something for you, Captain Teslan!” Loki declared insanely with a sly expression.

He then gripped his right hoof around Teslan Aegis’s neck and slammed his left hoof down hard on the captain’s head. POW! It caused a strong impact on Teslan Aegis’s head which caused a large dent in his gold helmet and equaled one thing…”AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!” Teslan Aegis screamed in pain while blood oozed out of his head since his brain was bashed in from the attack; the blood running from the wound like a river. Soon, Loki released the captain as he watched him collapse to the ground in pain which could assume that he broke the pony’s skull with his bare hooves. “Ugh…” Teslan Aegis groaned, unable to get up.

“BWAHAHAHAHAHAHAHA! All too easy!” Loki cackled triumphantly as he looked at Teslan Aegis’s now dead body with an evil smile. “All guards stay cautious, he is no ordinary foe to go down!” Frigga commanded the remaining Royal Guards. “Set up a group perimeter and fire in close space formation!” “But why, my queen? That doesn’t even make any sense.” Another Royal Guard questioned. “It will slow his speed, now hurry!” Frigga replied urgently. Soon, the Royal Guards were throwing spears or firing spells again, but in one distance, a portion of the attacks stopped without force and the only one to notice this reaction of the spells and spears was…Frigga. “He is over there! Attack!” Frigga shouted out, her eyes narrowing in the direction where Loki was going to appear after that little stunt. Soon, the Royal Guards and Frigga began doing the same attack as the last two times at the spot where Loki reappeared and it looked like the villain was swallowed up inside.

“I pray it got him.” Frigga sighed in relief. “Then, you did not pray hard enough, ‘mother’!” Loki’s voice taunted from nearby. ZOOM! Suddenly, in a blur of action, Loki reappeared behind Frigga and tried to fire a spell at her, but she dodged it quickly and jumped back. Loki held an evil chuckle at seeing his work, he’s taken out a few of the Ponyheim Royal Guards and killed their captain with his bare hooves.

“Loki!” A familiar voice called out. Loki turned his head to see Thor standing up, levitating his hammer while the Elements glowed, ready for more action. “You cannot just hurt others while I am resting!” Thor yelled in annoyance. “Then, try and entertain me some more.” Loki smirked evilly. Then, before anypony could react or stop Loki, he was now zipping across the skies against his next match with Thor. “BWAHAHAHAHAHAHAHAHA!” Loki cackled evilly as he zipped across left and right at a faster pace that was almost impossible to follow. “MWAHAHAHAHAHAHAHAHA!”

Now, the villain was leaving blur images of himself circling around Thor that could do nothing, but watch this. “Curses…” Thor swore under his breath in seeing that he’s being played with once again. “Even if it comes to speed, I shall not be losing to you! Aerial Lightning Trail!” Once Thor spoke out this word, something unbelievable happened. BZZT! He soon opened his wings as he levitated his hammer and flew towards Loki while leaving a lightning trail from behind his back legs. “What? When could you do that?” Loki gasped in horror. “I have our father to thank for this!” Thor declared out. “It is time we take this battle to the skies like gods and Alicorns!”

“Then, I shall accept that challenge! GRAAAAAAARGH!” Loki responded before flying quickly towards Thor. At a sudden clash of the horns from the opposing brothers, it created a small shockwave. “RAAAAAAARGH!” They groaned while Thor was trying to drive himself down and Loki was trying to fire a spell upwards. This almost would have continued until both fighters’ horns clashed off and Thor dove forward with Loki shiftily soaring pass his adoptive brother. Now, it was Thor’s turn on the ground floor as he watched Loki soar within the sky.

“GRAAAAAAARGH!” The villain cried out, going down to attack Thor below him. “RARGH!” Thor roared as he charged at Loki, his hammer levitated raised for another attack. Loki stroke from above and Thor clashed his horn with his adoptive brother from below. “GRAAAAAAARGH!” The evil alicorn roared when his attack was countered by Thor. “HRUAAGH!” Thor cried out, hitting his hammer across Loki’s face, but the alicorn villain dodged the attack just in time. Loki fired a spell at Thor who dodged it in time. “RAAAAAAARGH!” Thor yelled as he slashed his hammer again, but his opponent blocked it. Another clash of their horns broke the two fighters apart.

“GRAAAAAAARGH!” Loki roared before trying to deliver more strikes at Thor. POW! POW! POW! In such fast moments, he was going left and right while firing spells, but Thor was blocking every attack with his hammer as fast as he could. “Ugh…” Loki groaned under his breath in feeling the force that broke him and Thor apart from their clashing. Soon, both landed on a spot distant from one another as Loki stood up and stared at Thor who landed a few feet away from him. “Even with my attempts to stop him, he is still quick.” Thor muttered to himself. “I must find an instant when he stops his movements to defeat him faster.” Soon, Loki and Thor were charging at each other again to clash their horns. BAM! That clash of their horns was another force against the other, but the two brothers slipped past each other while not landing another hit.

“It is time we increase the battle flow! GRAAAAAAARGH!” Loki smiled evilly, leaping at Thor as a surprise attack. POW! POW! POW! POW! In an unspectacular speed work that some couldn’t follow, Loki was firing spells left and right at Thor who was blocking them with his hammer. “Ugh…his speed is never-ending!” Thor groaned to himself in annoyance. “Then, as your foolish pink friend would say, ‘Surprise’!” Loki smirked as he fired a spell at Thor.

“HRUAAGH!” Thor yelped, managing to block the attack. Loki’s horn soon glowed before he fired a spell at Thor which almost zapped the alicorn. “RAAAAAAARGH!” Thor cried out in pain from the attack. “The skies are the limit!” Loki declared. Then, he began firing spells all over the place. BOOM! BOOM! BOOM! The attacks may not have hit their target that managed to dodge, but Thor didn’t expect them to explode. “GAAUGH!” Thor yelped as he was sent flying from the force that his adoptive brother unleashed. “It is time to get a charge out of this!” Loki roared out, firing a spell at Thor. POW! Too late as the attack Loki fired reached Thor’s location and exploded when it hit him.

“RARGH!” Thor cried out in pain from the effects of the attack. “BWAHAHAHAHAHAHA! You should have quit when you were ahead and now…” Loki cackled under his breath, opening his wings and soaring to plan his next move.

“You verminous scum, take this!” The sudden voice of Dr. Hooves was heard yelling while he piloted the Lizard Giant 6000 and glared at Loki. “Heat Blaster!” POW! Then, the machine fired a flaming ball towards Loki. Loki smirked at this display while believing that only two can play at this game. Then, in an unimaginable response, Loki’s horn glowed and created a barrier around him which caused the attack to bounce back.

“Impressive, but allow me to show you an even more powerful attack!” Loki exclaimed before his horn glowed again. “Feel the bite of winter!” Soon, Loki began launching ice shards at the machine. Dr. Hooves panicked a bit from inside the Lizard Giant, knowing that he could die from the ice shards. POW! Then, without warning, who should catch these ice shards than Odin appeared. “Ugh…I will not let you harm any of my allies or your brother!” Odin declared as he blocked the attack.

“Then, you shall die in a useless struggle!” Loki’s voice was heard while he watched the scenery from above. Then, without warning, Loki was going straight for his adoptive father with an angered expression. “Grr, I cannot dodge and let this through! Blast…” Odin gritted his teeth, now that Loki had him pinned down. Just then, Thor came flying in and landed in between his adoptive brother and his father.

“Thor!” Odin called out in surprise in seeing his son trying to prevent the enemy’s attack. “Father, where is Mother?” Thor asked. “She’s helping the Royal Guards fight Loki’s soldiers!” Odin answered quickly. “What?!” Loki yelped in shock.

“RAAAAAAARGH!” Thor roared out. Then, he hit his hammer against Loki’s attack; the side of the hammer trying the force back the villain’s attack. “You are actually trying to protect YOUR father; it is because of him that I never knew about my true parentage!” Loki snapped in pure hatred. “RARGH! I do not care! I am not going down; neither is our father or my friends!” Thor groaned. Suddenly, the attack from Loki’s horn was trying to breach Thor’s defense, the same could be said for Odin was still holding back from taking out some ponies and his allies. This was a battle between the wills of who would be stronger than the other and it was a strange struggle without a family moment between the three Alicorns: Odin, Thor, and Loki.

“This shall end NOW!!” Loki bellowed with an angered expression. “It is over for you!” Thor yelled as he flew towards Loki quickly. “Impossible!” Loki yelped in disbelief. “RAAAAAAARGH!” Thor roared. “GRAAAAAAARGH!” Loki cried out, gazing at Thor while his adoptive brother was almost closing in on him until…KABOOM! There was a loud booming sound that happened when two shadows were seen in a white background.

Many would guess the one that came from below was Thor and the middle was Loki, it looked like the older brother sent the younger brother’s attack flying in the opposite direction. “RAAAAAURRGH!” Odin roared out before he tossed the ice shards aside. SMASH! Then, the ice shards were thrown the other way by Odin where they shattered like glass away from any living thing. “Goodness, he can launch a powerful attack…” Odin mused.

WOOSH! Suddenly, from the clearing smoke cloud, two opposing Alicorns stood on opposite sides. Thor stared at Loki with a determined expression while Loki stared down in disbelief. Everypony remained still, wondering the bigger question: did the God of Thunder win or his adoptive brother not done yet? “I cannot believe I have lost!” Loki groaned in annoyance. The Princesses, the Main Six, Spike, and some of the other heroes came onto the scene and noticed that Loki has apparently been defeated. “Loki, surrender now on our peaceful demands, you’ve lost!” Celestia commanded sternly. “Admit defeat and your punishment for your crimes shall be judged!” Luna added.

Loki only smiled with a wicked expression as he soon summoned…his secret weapon! The sphere was pulsing with more vile energy as the evil Alicorn was keeping this gift from Nexus close by to unveil it for all of Equestria to witness. And from a few ponies’ faces, just seeing the vile orb was spelling trouble for all of them. “Oh, but I have just BEGUN, Princesses!” Loki remarked in a taunting tone. “AWAKE AND TAKE FORM, Mephisto the Destroyer!” Suddenly, within the air, the sphere was pulsing more, bolting like an explosion from the inside, but in truth…it was actually enlarging itself. All those were watching this in terror as the sphere grew larger and larger until it’s blob parts made features that resemble that of…a creature. It wasn’t long until when it was done, there was no pulsing or liquid surface on it anymore, now the object had been solidified into a complete being. It looked like a half-pony half-dragon hybrid with dark grey skin, demonic wings, and blood red eyes with cat like irises.

Soon, the creature made a mighty sound that screeched all around, everypony there was shocked at what Loki created. “At last, a creature born and formed from the deepest darkness of my being, take hold of your doom! For it is- Mephisto the Destroyer!” Loki exclaimed while presenting his secret weapon once more. “Hey, no fair! You can’t just summon some random hybrid out of nowhere!” Rainbow pouted angrily to Loki. “We’re gonna beat you for that!”

“If we can all live through this…” Fluttershy gulped with a nervous expression. “Great, things have just gotten worse for us…” Spike groaned in annoyance.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own Nexus, he belongs to PenStroke, the writer of Past Sins. I also don't own the songs Dark Bowser/Dark Star Core Theme, Masked Dedede Theme, Last Boss Cackletta, and A Fire Will Rise. I also don't own the Keyblade Twilight wields, the design of it belongs to ReyJJJ. The Keyblade itself belongs to Disney/Square Enix.

“Alright, time for a new song!” DJ Pon3 remarked as she put in a CD and began playing ‘Dark Bowser/Dark Star Core Theme’ from Mario and Luigi: Bowser’s Inside Story. “I didn’t know that we were going to deal with this!” Sparkler exclaimed in alarm and worry. “You did when we signed up for this!” Rainbowshine protested to her friend with an annoyed expression.

At this moment, the Main Six and Spike hid behind some rocky cover while watching Mephisto the Destroyer make it’s terrorizing display of the power the likes of nopony has witnessed before. “Rainbow, how do we stop this thing?” Applejack asked Rainbow. “Why ask me?” Rainbow shrugged. “’Cause you’re the one that said you’ve done a lot of nutty things before we decided to follow Spike on his dragon quest and save him from those teenage dragons who were bullyin’ him!” Applejack pointed out in annoyance.

“That was different; I don’t know if this thing has a weakness!” Rainbow protested. “But does it have strengths?” Pinkie asked with a curious expression. “Um, maybe…” Rainbow answered. “Oh dear, that doesn’t sound good to hear.” Rarity commented. “No, it doesn’t at all.” Fluttershy responded. “But what about weaknesses? Surely pony dragon hybrids have weaknesses, right?” Twilight mused.

“Um, maybe…I’ve never seen a pony crossed with a dragon before. It’s cool and uncool at the same time with seeing one for real, y’know?” Rainbow shrugged. “Well, we have to defeat it somehow!” Spike exclaimed, watching the creature destroy a rock.

“Remain calm, my friends! I am coming!” Thor shouted out to his friends while he was about to rush in and join the ongoing battle when…”Oh, goodness!” The alicorn dodged an incoming spell that exploded a few feet in front of him. “Where do you believe you are going?” Loki asked as he soared across the skies and appeared a few feet between Thor and the battle that was going on behind him.

“I am going over there before you got in my way.” Thor remarked, gesturing to the battle happening behind Loki. “Do not toy with me, Thor!” Loki snapped in anger. “You and I have a FINAL issue to settle!” “Wait, were we playing some game?” Thor asked as he pretended to forget about the battle. It took a lot of patience for Loki to not lose to Thor’s ignorance, but…”RARGH! It is only you and ME! We fight to the death until ONE of us survives!” Loki declared loudly.

“You actually believe we can fight to the death? That is insane! We are gods and Alicorns; we are immortal!” Thor asked with a wide eyed expression. “I do not care! Prepare to die!” Loki hissed with a wicked and sly expression, firing a spell in Thor’s direction. “And he does it again with the spells…” Thor groaned to himself while he dodged the attack.

“Just be lucky I made this battle fair, Thor!”

“You call fighting you while you are constantly firing spells at me ‘fair’?!”

“My answer, yes.” Loki smirked as he and Thor charged at each other, using their powers or the Elements to fight one another. The ponies and dragon dodged Mephisto the Destroyer’s next attack. Spike cried out, “Look out!” He dodged another attack from the hybrid. Pinkie commented, “For some reason, I can’t help thinking about the possibility of the existence of some strange parodies of different movies where WE play the characters of whatever movies were parodying when the ACTUAL characters ponified are nowhere to be seen or mentioned.” The others groaned on how random she was being at the moment.

“If only we had a sword or some sort of weapon…and some way to expose this thing’s weaknesses.” Spike said with a disappointed sighed. “Then, it’s toast!” “I don’t think we have somethin’ to expose it’s weakness!” Applejack said with a frown. “Perhaps I may have something to expose it’s weakness.” Zecora volunteered with a smile, holding out some sort of red stone. “A way to show the weak spots…” “Zecora, you’re a lucky savior!” Apple Bloom exclaimed to Zecora with a grin.

“Thank you, I do my best.”

Zecora used the red stone and the whole area flashed red. Soon, five weak spots appeared on Mephisto the Destroyer’s chest, one of his arms, his neck, one of his legs, and his tail.

“Now, we need a weapon.” Rarity said with a frown. “But what kind of weapon would be needed to stop Mephisto the Destroyer?”

“Then, it’s time for this unicorn to hop into this battle. And to summon the weapon I made!” Twilight commented seriously as her horn glowed and summoned a weapon that looked like a mix between a sword and a giant key with a gold handle with a rainbow colored metal attracted to a gold curve covered in gems, a silver hilt emitting light that had light green carvings that resembled fire with scrolls on it, a head at the end of the shaft that resembled the top of a heart, and key chains that resembled the gems on the Elements attached to the end of the handle.

“Amazing, I’ve never seen a weapon like that before.” Celestia said in amusement. “My student, let us fight this monster together.” Twilight got onto Celestia’s back and the two flew at the enemy, dodging a laser beam. Twilight slashed at Mephisto the Destroyer’s chest, causing him to roar in pain.

“Alright, go Twilight!” Spike cheered happily. “But there’s no way that Twilight and Princess Celestia can hurt him unless they get Mephisto the Destroyer to turn around.” “Oooh! Oooh! I got an idea!” Pinkie called out before she turned to the monster. “Oh, goodie! Mephisto the Destroyer, look! A defenseless pony!” Mephisto the Destroyer turned and breathed fire out at Pinkie.

This allowed Celestia to fly in and fire a spell at the hybrid’s arm, causing it to roar some more. Mephisto the Destroyer looked furious as it launched missiles at the unicorn and alicorn who dodged them quickly. Fluttershy yelped, “Eeep! That wasn’t supposed to happen!”

“I agree!” Rainbow nodded with a worried expression. “We must distract him even further!” Rarity commanded. “Come on, everypony!” Granny Smith called to the other ponies in determination. “Time we teach this monster a lesson!”

“Guards, charge at the monster!” Frigga commanded quickly. The ponies and dragon attacked Mephisto the Destroyer, the monster shot out it’s attacks and swiped at it’s enemies. Of course, it’s enough of a distraction for Twilight and Celestia to fly in and hit it in the neck and leg which left only one weak spot left: the tail. “One more weak spot to go!” Twilight exclaimed urgently. “Right, we must keep up, everypony!” Celestia commanded to the ones watching the battle. Those who weren’t fighting off Mephisto the Destroyer fought off the soldiers still standing or flying. Then, ‘Masked Dedede Theme’ from Kirby Super Star Ultra began playing as both Loki and Thor continued their fight, the brother on Equestria and Ponyheim’s side was gaining the advantage, putting his adoptive brother in a force field and firing lightning bolts from his hammer at him a few times.

“GRAAARGH!” Loki screamed in fury, breaking out of the prison. He tried to fire a spell, but Thor blocked the attack with his hammer. “Fascinating attempt, Loki, but there is one more thing. LIGHTNING RAGE!” Thor roared as he fired out a bunch of lightning bolts from his hammer, sending Loki right through a wall before he jumped in after him. “FALCON BUCK!” Loki can only get up in time for his adoptive brother to buck him in the chest. The villain could only pant as he backed away, still injured from the previous battle. “You cannot do this to me! ME, THE GOD OF LIES AND MISCHEIF!” Loki exclaimed to Thor with a groan of pain. “I am sorry, but you leave me no choice.” Thor said sternly. “And now…LIGHTNING—“

“No, no, no, DO NOT DO THIS!!!”

“STRIKE!”

Thor fired a lightning bolt that sent Loki right through the roof; the villain got out of the blast as it headed off towards the sky. The villain landed on the ground, looking furious.

“Did YOUR father teach you that?! Or did you learn that on your own?!” Loki snarled in fury at Thor. “Because you just sealed your fate, Thor!” Loki fired spells at Thor who dodged them and flew up, head butting his adoptive brother right in the chest and then threw his hammer at him; both fighters landed on the ground as they continued their fight around the ruins. The group of ponies (and one dragon) in a fairly equal moment against the creature of darkness that Loki had created. It looked like they could hang in there just a bit longer and then they might win…or so it seemed. “Wait a minute!” Thor exclaimed to the villain, pointing out to a bunch of flames that appeared and formed near a window. Suddenly, ‘Last Boss Cackletta’ began playing again as a familiar being Loki knew reappeared.

“Nexus, what are you doing here?” Loki asked in surprise. “You have done well, Loki, but the ponies are still resisting, I see…” Nexus commented. The others took notice at what was happened as did Thor and only the Princesses’ eyes widened in fear in…who Loki was talking to. “Yes, I cannot believe that this is happening to me! Unfortunately, the secret weapon you gave to me is about to be defeated by those ponies since they found the weaknesses!” Loki yelled in annoyance. “Oh, how tragic…” Nexus muttered. “You will defeat those ponies, I swear on it.” Since Loki was too distracted with talking to Nexus, Thor was trying to muster up a powerful attack on both of them.

“What is THIS?!” Loki demanded furiously in seeing Thor trying to concentrate. “Apparently, your adoptive brother is trying to defeat both of us at the same time…” Nexus answered with an evil smile. Suddenly, Thor released a huge lightning bolt out of his hammer. “NO! NO! NOOOOOOOOOOOO!” Loki screamed in horror as he held his hooves up in defense. BAM! The attack sent Loki flying off who knows where. Truer words could never escape anypony that saw this…Loki was beaten, but in an image they could’ve imagined. “Sister, Loki has been…” Luna gasped in shock. “I see it, sister! And now we know who had a motive for this.” Celestia nodded with a stern expression. Soon, Thor stopped his attack and then looked at where Nexus had appeared.

“MWAHAHAHAHAHAHAHAHA!” Nexus cackled. “Until the next time we meet…entertain me where my reign lies! I shall be watching your troubles…from afar.” The Overlord King then vanished, leaving no trace of where he was while the background music stopped playing. All the ponies that were in the battle were so shocked at what happened that they nearly forgot about their battle with the monster Loki created from his darkness. But luckily, Luna fired a spell to push the deadly beast away, getting the others to snap back to reality.

“EVERYPONY, DO NOT SPACE OUT! WE STILL HAVE TO SAVE EQUESTRIA FROM LOKI’S LATEST BEAST!” She commanded in her Royal Canterlot Voice. Then, as Thor sighed to relax in seeing that he’s finally defeat his adoptive brother, something unexpected happened.

Loki then got up and glared at Thor while panting in exhaustion from the attack. This got Thor worried as he asked, “How did you...I thought I have defeated you!”

“Ha! You believe I can be defeated that easily, hmm? I can see that you are not willing to quit.” Loki responded with an evil chuckle. “Not a chance!” Thor retorted. “That is what I was hoping for!” Loki smirked evilly.

“Holy cupcakes!” Pinkie gasped in shock. “Loki’s not giving up!”

“Of course, I knew he wasn’t going to give up that easily. We can only hope that Thor can defeat him, but now we have a monster to face.” Private Katoptris groaned. Pinkie grinned as she called out, “Hey, DJ Pon-3! Put in ‘A Fire Will Rise’ from the Dark Knight Rises for this part of the battle!”

“Ok, here we go!” DJ Pon-3 exclaimed, putting the music into the player while the music began. Mephisto the Destroyer roared as it swiped at the gang, keeping them away from it’s last weak spot. “Curses, why can’t he hold still?!” Dr. Hooves demanded with an irritated expression from inside the Lizard Giant 6000. “I can’t hit him!”

“We must keep trying!” Luna commanded to everypony. “Even if Loki is defeated, there’s no guarantee that his monster would go away!” Twilight and Celestia charged at the hybrid, trying to hit the tail. But the monster turned and fired lasers at them both, sending them to the ground hard.

“Twilight, Princess Celestia!” The other members of the Main Six yelled. “Let me have him!” Rainbow exclaimed while charging at Mephisto the Destroyer who slashed at her, causing the Pegasus mare to fall to the ground. “Ow! I think it got my wing!” Applejack growled furiously and yelled, “Mephisto the Destroyer! YOU WILL NEVER EVER GO TO HURT ANOTHER ONE OF MY FRIENDS AGAIN!!!” Mephisto the Destroyer fired huge laser beams at Applejack, but she jumped out of the way and bucked the pony dragon hybrid right in the tail, Mephisto the Destroyer roared in pain as it fell to the ground.

“Take that, ya freak!” Applejack exclaimed with satisfaction and determination. “Princess Celestia, Twilight!” Spike yelled as he ran to Celestia and Twilight who have fallen on the ground. “Are you two ok? Please, be alright!” “It’s ok, Spike.” Celestia groaned, having Twilight slide off of her back while the weapon disappeared. “That monster didn’t hurt us too much.” “I dealt with worse, Spike. You know that.” Twilight grumbled as she checked herself for any damage. “I took on Nightmare Moon and Discord and I’m still alive and well.”

“At least you’re both ok.” Spike sighed in relief. Meanwhile, both Alicorns continued their battle, attacking and trying to hit each other. “Thor, surrender!” Loki said with an angered expression. “Leave now!” “I cannot.” Thor responded sternly to Loki. “My friends need me.” “Why must you pick defending those ponies instead of surrendering?! WHY?!” Loki demanded angrily.

“Because…they care for me.” Thor said gently. “And I pity you, for you lost yourself in the darkness of your heart and this poisonous dream for control.” “This is your last chance, Thor!” Loki snapped, backing Thor against a wall. “Leave…now…”

“I…said…no.” Thor said in a calm yet fierce tone. “Then you leave me no choice...” Loki growled grimly and darkly. “Well, if I am going down, then I am taking you with me!” Thor shouted.

He grabbed Loki and jumped out of the window. Loki kept on letting out battle cries as he quickly flew away from Thor. The two kept on fighting in flight and then they landed on the battle field. Everypony stopped as the two Alicorns glared at each other.

Thor and Loki got into their battle stances as they prepared for battle. The first alicorn roared out, “LOKI!” He had a rainbow colored aura around him as his eyes went pure white. “THOR!” Loki snarled while he had a dark green aura around him and his eyes were flashing. “Everypony, get down!” Shining Armor yelped. “It looks like this battle’s coming to a climax!” The ponies, Spike, and even the army moved as both fighters glowed then started shooting a huge blast at each other; Loki with his magic and Thor with the Elements. “This is turning into a major conflict here!” Private Katoptris commented with a worried expression. “At this rate, who knows who would live and who would die?!” Luna exclaimed in worry. “NO! Thor can’t die!” Twilight yelled frantically. “He has to live!” “YOU CAN DO IT, THOR!” Spike cheered on the alicorn. “Yeah, kick his flank!” Apple Bloom exclaimed. “Go on, Thor! You can do this!” Rainbow and Pinkie cheered.

“Thor…please win.” Twilight begged. Thor nodded as he pushed forward, Loki quickly doing the same thing. And soon, both the Elements and Loki’s magic collided, causing a huge explosion. “Whoa, get down!” Big Macintosh exclaimed as the ponies and Spike ducked to avoid the attack. Most of the soldiers gasped as they were either blasted away or turned to dust while they got caught in the explosion. In fact, only a few members of the army remained.

“Applejack!” Apple Bloom screamed in fright. “I’m scared!” Sweetie Belle yelled, hugging Apple Bloom and Scootaloo. “Hold on!” A voice shouted. The Cutie Mark Crusaders turned to see Truffle Shuffle and Featherweight running up to them. “We’re coming!” Featherweight added. “Hey, wait for me!” Berry Pinch called out as she ran after the two colts.

“Hold on, Spike!” Twilight said to Spike who got a hold of Twilight’s back leg. As they got closer to the Cutie Mark Crusaders, Truffle Shuffle, Featherweight, and Berry Pinch shouted together, “We got you!” “Hold on!” Spike yelled to the foals.

“That explosion’s getting closer!” Berry Pinch shouted in worry. “We’re doomed!” Featherweight cried out. “Hang on!” Rarity shouted as she got a hold of the Cutie Mark Crusaders, Truffle Shuffle, Featherweight, and Berry Pinch while summoning a barrier around them. Soon, the explosion disappeared as the dust cleared.

Everypony still standing watched as Thor was standing and breathing in and out. The explosion had taken a lot of energy out of him, but he was still alive. So is Loki who was staring in disbelief with bruises on his face as his armor vanished from his body. He moved a bit and pointed his hoof at the Main Six and Spike who moved back nervously…then he mumbled in anger, “I am not over with yet, I shall have my revenge on all of you ponies soon…”

It looked like everypony was going quiet after a long battle and it seemed like they were all going to go back home and go on with their daily lives…but they were wrong. Suddenly, without warning, just near where Twilight was standing, Mephisto the Destroyer came in, still going and about to attack the unsuspecting unicorn. “Twilight, watch out!” Thor commanded while he pushed Twilight out of harm’s way.

But in exchange for saving Twilight, Thor got caught in the creation made by Loki in the sudden end. BAM! Then, without anyway of stopping this action on time, Mephisto the Destroyer ignited it’s flying system to take off at such a fast rate that even the Ponyheim Army was not fast enough to act on time. “Thor!” Twilight called out in panic.

“Son!” Odin and Frigga shouted at the same time. They were almost about to pursue their son, just like any other parent would for their child except…There was a glowing flash in the creature’s eyes; the familiar sense of a magic aura was covering the monster. “No, it is going to self-destruct!” Odin gasped in horror. “He’s going to self what?” Pinkie asked with a confused expression.

“The creature is going to explode and take out almost an entire sky area; we need to protect you all when that happens.” Frigga explained in worry. “No way; what about Thor?” Applejack responded in disbelief. “Right, I gotta go fly up and—“Rainbow began, but was cut off by Odin who was blocking her way. “You FOOL! Even a god’s protection may not hold against what power that creature can unleash!” Odin warned the Pegasus. “But then Thor would be—“Fluttershy began to protest. “It is about to happen! All Alicorns and unicorns, put up magic barriers around anypony!” Frigga commanded, watching all the unicorns and Alicorns summon barriers around the Earth Ponies and Pegasi (even Loki set up a barrier around himself and the remaining soldiers of his army).

“But Thor’s still up there!” Rarity protested. At this time, Mephisto the Destroyer was soaring higher and higher with it’s grip on Thor not letting off. The alicorn didn’t know what this thing was doing or how it could be still active. He thought he himself saw this monstrous beast beaten already, so how was it that the creature made from the darkness that Loki spoke about was still wanting to go on? “Ugh, unhand me, you foul creature!” Thor groaned in annoyance. BEEP! BEEP! Just then, Mephisto the Destroyer had it’s eyes flash with the aura completely surrounding it. “All targets must be eliminated, so says the will of Nexus’s Law!” The creature proclaimed in a robotic voice which made Thor puzzled. “Engaging Explosive Meltdown!” “WHAT?!” Thor demanded with a shock expression. “T minus 30 seconds!” Mephisto the Destroyer declared.

“Ugh…” Thor groaned while trying to pull loose from the monster’s grip. “20 seconds…” Mephisto the Destroyer continued as Thor managed to get his left hoof free from it’s grasp. “10 seconds…” “No, no, do not explode now!” Thor pleaded, finally getting free.

“5…4…3…2…1…0!” Mephisto the Destroyer finished. At this moment, what happened next caught everypony off guard. There was a bright light in the skies, but the unicorns and Alicorns quickly set up the barriers before…it happened. BOOM!

The others could just about register it, a huge explosion like a super nova happened. The entire area was having massive hurricane winds blowing and ground quaking underneath everypony, this happened for a short time until it…ceased.

Then, when everything seemed to have calmed down, something impacted the Earth that were 5 necklaces, a ‘big crown thingy’, and a familiar looking hammer; it was the Elements of Harmony and Thor’s hammer. Many saw that they were lying there, smoking a bit, but not damaged and that wasn’t the worst of it. What truly had some ponies’ attention was that something ELSE was missing from having the Elements and the hammer, where was the wielder of the hammer, where was…Thor.

“No…” Twilight gasped while running from behind Odin followed by the other members of the Main Six as tears rushed down her face. “Thor, why? No…no…no…NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!”

“YES! YES! THE THRONE IS MINE!!!” Loki cheered with an evil smile as he ran towards the Elements and Thor’s hammer with his remaining soldiers, only to get cut off by two Royal Guards blocking their path. “No…Thor…” Spike muttered sadly, hugging the Cutie Mark Crusaders.

“No…Thor…” Luna sighed with her mane covering her face. Twilight commented sadly, “I can’t believe it…Thor’s really gone.” “Well, there are more sequels to this one coming out soon and rumor has it that Thor’s gonna be in the next one.” Pinkie pointed out. All the heroes groaned at Pinkie being herself. “This is TWO friends Loki has cost me...first Dinky, now Thor. MY sole consolation in this case being that at least Loki won’t go around hurting everypony IF we arrest him.” Twilight explained sadly. Many were now lowering their heads with grave and sorrow expressions on their faces (except for Loki and his some of his soldiers who were smirking about Thor’s ‘death’).

Many saw over the battle that they fought in, much destruction has happened, much has been laid to waste here. Even though the ponies of Equestria may have won the battle against Loki’s Army, the price by the ending result was too high to pay. Lives that many didn’t want to see lost. Frigga grabbed Odin’s hoof and began sobbing against his chest while the Ponyheim Army had blank sadden expressions as they looked at Odin who shed two tears in witnessing the lives lost for each other. One was for the loss of Teslan Aegis whose brain was bashed by Loki’s bare hooves. The other…was the brave sacrifice of his true son who saved the ponies of Equestria’s lives from Loki’s madness.

Suddenly, something crashed onto Spike, sending him to the ground hard. Private Katoptris turned around and asked in alarm, “Spike?” “Ow! Somepony get this thing off me!” Spike complained. The others came over and gasped upon what they saw what landed on their dragon friend: it was Thor, but the alicorn was barely breathing and alive. “Thor!” Most of the ponies exclaimed while rushing over quickly. Celestia walked over and checked on him.

Celestia spoke up in worry, “Thor is barely breathing…he won’t have much time. We must get him to a hospital fast.” Twilight nodded and stared at Thor in sorrow. But all hopes can’t come true, can they? “Hello? I’m still stuck here!” Spike called out while he was still pinned down by the unconscious Thor. “Anypony; help!”

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart.

The hospital at Canterlot was busy that day. Loki had been defeated and so has his army. Some of the remaining soldiers had been arrested for their crimes. But the war had some costs; one of them was close to losing life…”GAHHHHHHH!” Rainbow yelped as the nurses were tending her wing that was injured during the battle against Mephisto the Destroyer. “Miss Dash, stop your fussing!” Dr. Stable scolded. “You weren’t like this when you were submitted into the Ponyville Hospital!”

“But that REALLY hurt!”

“Come now. Anyways, you should move around, but not fly for a while, so you can now go. And try not to break into the hospital for books this time.”

“Oh, you HAD to bring that up, huh?” Rainbow asked in annoyance. “Oh, I hope I am on time…” She headed down the hall, passing other patients being tended by doctors. With the war over now, the staff can take it easy to deal with the ones injured in the battle against Loki.

Rainbow reached a certain hospital room, looking worried as she saw some ponies and a dragon standing outside. The Pegasus mare asked with a worried expression, “Am I too late?” “No, he’s still alive…but who knows how long?” Shining Armor remarked with a groan. “Oh man, I haven’t been in this much pain since the time with Queen Chrysalis.”

“I’m still upset that she impersonated me to feed off my love for you and imprisoned me underneath the castle.” Cadance said to her husband with a sigh. “Luckily, Twilight was there to break me out and stop the wedding.” Rainbow came into the room where her friends, the Princesses, and the others were at. Celestia and Twilight weren’t harmed too badly when they crashed. Spike, on the other hoof, was in bandages from when Thor landed on him.

“Quit scratching, Spike!” Twilight scolded to her assistant while she scratched Spike’s back. “You can barely move as it is.”

“Nothing against Thor, but couldn’t he have landed on somepony else? Princess Celestia, I need to scratch.” Spike growled with an irritated expression.

“You can only be in those bandages for only two days. You’re lucky to still be alive.”

“Princess, if I may ask, who or what was that pony from the window that came from the flames?” Rarity asked in confusion. “Yeah, that pony who Loki was talking to while Thor was working on that attack.” Pinkie nodded. “Right and when it looked like both of ‘em were doomed and Thor blasted Loki?” Applejack questioned.

“He’s…something only a few of us Alicorns know of…from ancient times.” Celestia sighed, looking down at the floor and away from the others. “Come on, you can tell us, after all, with Loki defeated, maybe we can—“Rainbow began, but was cut off by Celestia.

“HE’S NOT JUST ‘AN’ OPPONANT YOU CAN BEAT EVEN FROM AFAR!!!” Celestia interrupted in a booming voice, similar to Luna’s Royal Canterlot Voice. The other members of the Main Six gasped at seeing their princess act this way as Rainbow fell flat on her flank in wide eyed panic. “Eeep! Princess, we’re so sorry. We didn’t mean to…” Fluttershy yelped to Celestia. “No, forgive me. I shouldn’t have lashed out at you, my little ponies.” Celestia sighed sadly.

“Princess Celestia, just who was that pony we saw during the final battle against Loki’s army?” Twilight asked. “Perhaps they need to know, sister. If ‘he’ shows up again, then even the Ponyheim Army knows what this means.” Luna suggested. “Including Cadance to know too.”

“Right, but that’ll be for later…right now, another individual is our focus.” Celestia said sadly.

The group turned their attention to one individual: Thor was in a hospital bed, his lifeline attached to a machine by Celestia’s magic, but with the way it was slowing down and such, the alicorn may not have much time longer. “Couldn’t you have done something, Princess Celestia?” Spike asked Celestia in worry. “I’m afraid there isn’t much Luna and I could do.” Celestia sighed sadly. “Thor’s injuries are too much…he won’t have much time to live.”

“No, not Thor!” Apple Bloom exclaimed in worry while she hugged Scootaloo and Sweetie Belle. “I wanted to say that I was sorry for yellin’ at ‘im when he left! I was heartbroken when he insulted me and so…”

“I forgive you.” A familiar voice coughed. The ponies and Spike saw that one of Thor’s eyes was opening, glancing at his friends one last time. “Thor?” Rarity asked with tears in her eyes. “Hey, you can make it, pal.” Rainbow reassured Thor with a sad smile. “Just hang in there.”

“My apologizes…there is no need to lie to me.” Thor said weakly. “It is hopeless now…” “Thor…” Twilight said in sadness. Thor’s lifeline was getting to the point of no return now.

“Is Equestria…out of danger?”

“Yeah.”

Thor coughed as he continued, “Do not grieve, Twilight. It is logical…the needs of the many outweigh…” “The needs of the few...” Twilight added sadly.

“Or the one.”

“Sounds logical to me.” Rainbow shrugged. Thor violently coughed out blood, much to everypony’s shock. “I never knew I could use the Elements since I am not from Equestria. Would you t-think…of me fighting for once?” Thor continued. “Thor…” Twilight said as she silently urged Thor to hang in there. Spike and the Cutie Mark Crusaders hugged each other while watching what could be the final moments of their good friend. “Oh no…” Pinkie whimpered, her mane and tail going straight. “Thor…” Applejack sighed as she took off her hat and placed on her chest as a sign of respect to the God of Thunder. “Thor!” Rarity exclaimed in sadness, burying her head in Fluttershy’s chest; the Pegasus cried as well. “I have been…and always shall be your friend.” Thor said as he took Twilight’s hoof. “Live long and prosper.” The alicorn fell limp, much to the sadness of his friends.

Doctors came in to check on Thor…nopony wanted to watch as they shook their heads and covered him with a blanket. Thor was official gone… A week had passed since that sad day.

Almost everypony was at the Canterlot Graveyard which was located outside of the castle to say their final respects and wishes to the one that they lost: Thor. Applejack (she was wearing her Element of Honesty necklace because Celestia recommended that the Main Six would wear them for the occasion) was the first to make her speech as she explained, “Shucks, when I first met Thor, I thought he was one of the kindest ponies I’ve ever met. I’ll admit, I was a bit hurt by what he said…but now…I wish I could thank him fully…that’s the honest truth.” The audience nodded as they looked at Thor in his coffin where his hammer was lying beside him.

After Applejack went, it was Rainbow’s turn who was wearing her Element of Loyalty necklace. She cleared her throat while saying, “I’m not good at this kind of speech…normally because I prefer to put them in a lot of boom boxes which I planned to give as a speech at my own funeral…of course, I don’t want a certain egghead taping over it to make a song.”

“Hey, come on! You don’t even know what you’re talking about!” Twilight protested with a frown while wearing her Element of Magic crown. Rainbow rolled her eyes and then continued, “Anyways, I still appreciate Thor as a friend and hero. He gave up a lot to save us and I’ll miss him.”

Diamond Tiara groaned a bit as she remarked, ”Ugh, the apple freak and arrogant rainbow maned pony…I’m getting bored by this!”

“Diamond Tiara, shhh!” Filthy Rich scolded his daughter sternly. Once Rainbow left, Rarity, wearing a black dress with her Element of Generosity necklace, came up. She sniffled and said, “Thor was…oh, I don’t know how to say this…I can’t even do so! Saying goodbye is just so hard for me!”

“Ugh, what a drama queen! Don’t you agree, Silver Spoon?” Diamond Tiara remarked. “Yeah, I agree.” Silver Spoon nodded. “Diamond Tiara, shhh!” Filthy Rich scolded again. “I really appreciated Thor’s bravery and I hope to see him again.” Rarity said in tears.

She now left and Fluttershy took the podium, looking brave for once and wearing her Element of Kindness necklace. She said, “When I first met Thor, I thought he looked like a nice pony. He was a good friend and…I don’t have any more to say.” The yellow Pegasus sniffled as tears came out of her eyes. She flew off the podium as Diamond Tiara scoffed a bit and remarked, “Typical…even when it comes to a funeral, the coward doesn’t have a lot to say.”

“Diamond Tiara, if you don’t keep quiet, I’m taking you home!” Filthy Rich snapped to his daughter.

Diamond Tiara groaned, scoffing a bit as Pinkie took the podium wearing her Element of Laughter necklace.

The pink Earth Pony was sadder; she hadn’t been herself since Thor died. Pinkie wasn’t sure what to say. “Uh, well…Thor enjoys my happiness…he’s a good pal to hang around with and…I can’t think of what else to say. I’m usually good at speeches when I’m happy, but now…I’m not.” Pinkie sighed sadly.

“Pink freak…” Diamond Tiara grumbled in annoyance under her breath. Once Pinkie left the podium, Spike took it. The purple baby dragon sighed, saying, “Everypony, I’ve never made speeches before, but here I am doing one. Thor was like a brother to me. He’s a true friend and one of the coolest ponies Equestria and Ponyheim has ever seen. We’ll all miss him.”

“Ugh, why are we here? I hate this attention seeking games they’re coming up with.” Diamond Tiara groaned quietly.

Soon, it was Twilight’s turn as she walked up to the podium and faced the crowd. “Thor, if you can hear me, you’re a great friend and I wish my friends and I could spend more time with you before it was too late…you will always be one of us: The Elements of Harmony. Your humbleness and determination saved us all; and if humbleness was an Element, then so be it.” Twilight said with tears coming out of her eyes. “Ugh, not you too!” Diamond Tiara groaned loudly. It was loud enough for a certain unicorn stallion to hear. “What are you talking about?!” Shining Armor demanded angrily.

Diamond Tiara continued, “It’s obvious this is some sort of game cracked by those blank flanks!” “You should show some respect to my sister and her friends!” Shining Armor scolded. “If it weren’t for them, Equestria would’ve been ruled by Nightmare Moon, Discord, or Queen Chrysalis!”

“Good riddance to that God of Thunder, I say!” Prince Blueblood scoffed in agreement with Diamond Tiara. “Yeah, if you ask me, all of this was all some attention seeking game set up by her to prove that the ‘Elements of Harmony’ exist.” Diamond Tiara pointed out.

“Young foal!” Celestia scolded as she appeared in front of her. “The Elements of Harmony DO exist! It’s powers have been seen by all and can only be used by the Elements’ wielders…until now.” Diamond Tiara, however, snapped, “Why should I listen to somepony who has a bad job at being a princess when she couldn’t stop the recent threats and got her flank kicked by a Changeling?!”

“Ok, Diamond Tiara! That’s enough!” Spike scolded furiously to Diamond Tiara, then he did something shocking: the baby dragon scratched her on the face. The bully yelped in pain. “I don’t care what happens now to me doing that, but you shut up about the insult to Twilight, her friends, Princess Celestia, and Thor right now!” He yelled.

“Hey, knock it—“Diamond Tiara began, but was cut off by Spike. “Have you stopped to think that the Elements MAYBE real?! And what we’ve seen is the real thing?!” Spike exclaimed to Diamond Tiara. “Well, they truly are, but noooooooo! You don’t care because you’re too thickheaded and a jerk to know any better!”

“I…I…” Diamond Tiara stammered, looking to her father for support and only to get glared at by him. “Mr. Rich, I’m really sorry about that.” Twilight apologized from the podium. “I know what my assistant did wasn’t—“

“Relax, Miss Sparkle, my daughter deserved a wakeup call. And she’ll get more of that when we get home!” Filthy Rich said sternly while glaring at his daughter. “Served her right, the snob!” Truffle Shuffle remarked as he glared at the bully. Featherweight and Berry Pinch nodded in agreement and did the same. With Diamond Tiara remaining quiet, Twilight and her friends went onward, looking to Thor while Twilight said, “Thor…we wish we could’ve done more. We’ll miss you.” The Main Six shed more tears that landed right onto Thor. Just then, the Elements began to glow, much to the notice of the Ponyheim Army, Loki, and his remaining soldiers.

“What’s this?” One of the Royal Guards asked, puzzled by the Elements glowing. Odin didn’t look up; he was too saddened by the loss of his son while Frigga was still sobbing and grabbing his hoof. “It cannot be!” Loki gasped in annoyance while still blocked by those two Royal Guards with his remaining soldiers who were in chains since they got arrested.

“Everypony, to honor our friend Thor…I have put up a stained glass window which can be seen from over there.” Celestia said sadly. Everypony looked up to see that there was indeed a new stained glass window in the castle: it showed that of Thor using the Elements to defeat Loki.

“May it continue to be there for all time.” Celestia sighed. Suddenly, a flash appeared at the coffin, making everypony yelp in alarm. Once the flash was gone, Dr. Hooves groaned as he asked, “Oh goodness! What the hay just happened?” The Main Six looked down, apparently not caring about the flash from the Elements or what happened. They were all mourning the loss of their friend, the one that they’ve lost…

”Excuse me, what is all the crying about?” A familiar voice asked. “Quiet, Thor! We’re mourning over you right now!” Spike snapped in annoyance. Suddenly, everypony looked shocked or alarmed as they turned to the coffin to see an unsuspecting sight: there was Thor, standing in his coffin alive and well while levitating his hammer.

“Um, what is everypony staring at?” Thor asked in confusion. “AHHHHHHHHHHHHH! THOR’S COME BACK FROM THE DEAD TO PUNISH ME!” Diamond Tiara screamed with a horrified expression. “Thor…” Spike gasped in surprise. “THOR!” Twilight and her friends exclaimed happily, hugging him. “You’re alive!” “Yes, I am alive…” Thor said with a confused expression. “Where was I?” “You were dead, but you came back to us.” Rarity answered. The rest of the group cheered a bit. Thor was alive again, it was miracle!

“WHAT?! THIS IS IMPOSSIBLE! THE THRONE WAS GOING TO ME MINE!!!” Loki shouted angrily from behind the two Royal Guards. “THOR!” The Cutie Mark Crusaders yelled excitedly as they joined the Main Six in hugging the peach alicorn happily, tackling him to the ground. Pinkie’s mane and tail went back to normal, returning her to her normal cheerful self again. The pink pony exclaimed, “He’s alive! Thor’s alive! I knew it! I knew it!”

“You knew he was alive this whole time?” Rainbow asked Pinkie in surprise. “How long have you known?”

“Well, duh! Since the beginning!” Pinkie answered with a giggle. “Pinkie…for once, your random comment actually makes sense.” Rainbow grinned. Many were feeling such joy and relief that Thor, the alicorn who many thought was dead was alive. Now, this was a huge commotion, but it only got bigger from two contenders at heart. “THOR!” Frigga called out in relief, running up to the podium with Odin as they hugged their son tightly. “YOU ARE ALIVE, SON!” Odin hollered with a joyful expression. “Ugh…um…mother…father…” Thor groaned with a wide eyed expression. “Gah…you both are…crushing…me!”

“Oh dear.” Frigga yelped as she and Odin let go of Thor who took some moments to breathe. “That was a little too hard, I believe?” Odin coughed nervously. “I’ll say a bear hug from an Ursa Major could compete with that!” Spike commented. Then, Odin stared at Thor before he began, “But in truth, your mother and I were very concerned about you being our only son and all with Loki being adopted. We did not want you to leave us.”

“Oh do not worry. I am still alive.” Thor smiled while nuzzling his father. “Thank you for helping me out.”

“You are welcome, Thor. Your mother and I are so proud of you since you have saved Equestria.” Odin grinned.

“But how could he be alive?” Cadance asked in confusion. “We all saw him die at the hospital.”

“I do not know. I was unconscious, thought I was dead…but then this magic appeared along with a voice which was Twilight’s.” Thor shrugged. “Oh yes, I possibly know why. Twilight, do you remember me telling you and your friends to wear the Elements to the funeral?” Celestia asked her student. “Yeah, I remember. You mean—“Twilight nodded.

“Yes, it was you and your friends’ friendship for him that brought him back. You all saved him; I’m very amazed at the six of you.”

“Amazing!” Shining Armor exclaimed with a chuckle. “Twily, one of these days, you and your friends might be just as powerful as the Princesses!”

“D-Don’t say that, please! We need to get it out of our heads.” Fluttershy stammered. “Still…thank you, Twilight.” Thor said to Twilight with a gentle smile. “And after everything I said to you and your friends earlier…you all saved my life.”

Twilight paused, remembering what drove Thor upset for the first time besides Loki’s arrival in Ponyville. The unicorn then said, “Look, Thor, we forgive you for those insults.” Rainbow nodded while adding, “And we feel sorry that your father kept your adoptive brother’s true parentage a secret.”

“Yes, but you already know that Odin may be strict, but everything he does is for a reason.” Rarity admitted. “I am sorry too. I lost my temper and said and did A LOT of things I am going to regret for the rest of my life.” Thor said sheepishly. “Most of the stuff ya said may be hurtful, but I WILL admit that at least most of it was true.” Applejack said.

“Well, I have still apologized to you all.”

“We already accept your apology and you accepted ours.” Twilight said to Thor with a smile. “We promise that we’ll always be your friends. And that’s a Pinkie Promise.”

“Then, I shall accept your promise, my friends.” Thor grinned, hugging the Main Six. The others cheered with smiles on their faces. “Hey, you know what this calls for?” Pinkie asked excitedly. “A party?” Everypony finished.

“EXACTLY!”

They all cheered on. So naturally, the funeral turned into a ‘Thor’s Alive’ party. Everypony began to celebrate since Loki’s defeated and Thor’s now back to life! Everypony, minus Diamond Tiara, Blueblood, and Silver Spoon, were partying back in Ponyville, celebrating Thor’s return. As the ponies continued with their partying, Thor looked around, then motioned to his parents. Frigga asked, “Yes, my son, is something the matter?”

“I was thinking about something while I was unconscious…” Thor said. He paused a bit and asked, “Should I arrest Loki, mother, father?”

“You want to arrest your adoptive brother?”

“Possibly, he killed Twilight’s friend when she was a filly and tried to kill her, the others, and me several times, but he is my brother. Should I arrest him?”

Odin looked a bit surprised at this, but he said, “That would be the choice in your heart, son. If you believe that what he did was wrong and believe that the throne would suit him ill, arrest him. If you still love him as your brother, don’t arrest him.” “It was awfully terrible what he had done, I believe, even though he is my brother…he must pay for his crimes by going to prison.” Thor said with a sad sigh.

“Go to him, your mother and I shall cover you if he goes insane.”

Thor looked back at his friends…and gestured some of the Royal Guards from Ponyheim to follow him while Odin and Frigga walked behind him as they went towards those two Royal Guards who were blocking Loki and his remaining soldiers from the other ponies.

It was at this moment that Twilight noticed a certain somepony wasn’t with her friends. “Wait! Where’s Thor?” She asked with a worried expression.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own Nexus, he belongs to Penstroke. I also don't own the song Organization XIII Theme.

The scene showed Thor walking alongside some of the Royal Guards and his parents towards the two Royal Guards blocking Loki and the other soldiers. The two Royal Guards nodded as they saw Odin and Frigga and moved out of the way, so Thor could get to Loki. “Thor, why are you…” Loki stammered in shock.

“I am here to arrest you.” Thor replied as he gestured to the Royal Guards behind him. “Is that so?” Loki asked with a sly smile. “Have you come to finish our battle at last? Well, now is the perfect chance to end this.”

“I did not come to fight you!” Thor snapped. “Hmm, then why do you want to arrest me?” Loki smirked.

“To have you pay for your crimes from killing Twilight’s friend from when she was a filly to attempting to kill Twilight, her friends, the Princesses, and me!” Thor declared with a serious expression. “You want me to surrender to you ponies? I shall not!” Loki scoffed. “Why are truly against Twilight?” Thor asked in confusion. “One of the reasons is that she is a pony working with the Princesses!” Loki answered in annoyance. “That is it? Just because she is Princess Celestia’s student and that she is a pony?” Thor responded with a shocked expression. “Why, yes. Ponies have broken me thanks to YOUR father!” Loki snarled.

“Why must you bring up father telling you about your true parentage?” Thor groaned, facehoofing himself. “Which brings me to tell you what happened after that fateful day…” Loki began with a snarl. “The day of meeting Nexus while I was in the cave I killed Twilight Sparkle’s friend in.”

“Is this the pony you were talking to while I was preparing that attack that blasted you?” Thor asked in remembering the pony in the window. “That would be Nexus, hear my words…he is more demon than anything you have ever came across.” Loki stated. “The only thing that keeps anypony safe from him is that he has kept powers and all in the deepest center of Tartarus…but that does not mean he shall try something like I have done on a helpless creature. And while I am powerful, Nexus could ever be said to be closer to my power. And they are TEN TIMES more powerful than me.”

“Ten times more powerful?” Thor gasped in shock. “Anyways, as I was saying…It is also the fate…when I would live with the task I receive from meeting a pony…named Dinky.” Loki groaned in annoyance while rolling his eyes.

Flashback:

Loki looked angered and saddened as he gazed at Princess Celestia’s School for Gifted Unicorns from the cave he was in. It was all Odin’s fault that he never knew about his true parentage. He wanted…revenge. “My, my, getting devastated, are we?” A voice asked which made Loki yelp in seeing some window to a fiery pit appearing. “Who are you?!” Loki demanded furiously as he wiped some tears away while an unknown stranger appeared in the window.

“Just somepony who looks out for a pony like you…”

“I am not a pony, shut it! I am a monster parents tell their foals about at night!”

The stranger chuckled a bit, saying, “Forgive me, I meant that in a helping way. I have been watching you. You have been through a lot lately, I see?” “I…I have.” Loki said, looking back at the academy in rage. “I found out that I am Laufey’s son and the last of the Ice Ponies. ARGH! I HATE PONIES! I DO!”

“How ironic…and Ice Ponies were a type of ponies centuries ago before your adoptive father and the Princess executed them all.”

“How do you know of the Ice Pony War?”

“Let me say that I have my ways…perhaps I can help you destroy these ponies.” The stranger said thoughtfully. “And how do you attend on doing that?” Loki asked doubtfully.

The stranger smirked as he held up his hoof…and his horn glowed. Loki yelped as he felt like he was affected by some sort of power, causing him to fall to the ground…soon, everything stopped and things went back to the way they were. “What did you do to me?!” Loki demanded to the stranger, rubbing his now neck length choppy mane.

“I gave you more power than what you already had. Feel free to thank me again when we meet once more…you may want my assistance again. And in case you want to know…my name is Nexus.” The stranger known as Nexus remarked as he laughed while vanishing. Loki groaned a bit as he got up and sighed while staring where his new ally used to be.

Loki growled furiously while grumbling, “He could never have an Ice Pony sitting on the throne of Ponyheim! Thor and the ponies from Equestria must pay…somehow.” Just then, he spotted something, two fillies walking through the cave. The gray Alicorn stallion smirked sinisterly…revenge. “Wait, what’s that?” Dinky asked Twilight in concern while looking around the cave as she heard a sound. “Dinky, we can’t diddle-daddle. I gotta get these mushrooms back to the School for Gifted Unicorns by tonight.” Twilight said, picking some mushrooms that the princess wanted her to get for her lesson. A familiar growl was heard, startling the two fillies. Dinky asked, “Twilight, w-what was that?”

“Precious, it is good to see you at last, little precious.” A familiar voice hissed out. The two fillies gasped as Loki came out of the shadows. “Welcome to my temporary hideout, say the spider…to the doomed flies!” He snarled. “What do you want?” Twilight demanded furiously as Dinky hid behind her. “W-W-Who are you?” Dinky stammered.

“I am Loki. Little foals should never trespass on somepony’s property.” Loki remarked insanely. “I was tasked to do this by the princess! You can’t tell me what to do!” Twilight retorted. “Naughty, naughty, young one.” Loki hissed like a snake. “Now hold still and your death will be finished much faster without a fuss!” He lunged at Twilight, but Dinky quickly head-butted him, knocking the pony away from her friend.

“Run, Twilight, run!” Dinky shouted. Twilight didn’t hesitate; she quickly made a run for it. The young filly looked back in horror as the one who told her to run followed her, but was caught by Loki. “Foolish filly, you cannot run from me.” Loki’s voice growled evilly. Twilight can only watch in horror as he fired a knife and killed her friend. “Dinky, no!” She screamed, seeing blood on the floor. “NOOOOOOOOOOOOOOOOOOOOOOO!”

“And now…it is your turn!” Loki said sinisterly to Twilight. He prepared to lunge to her, but Twilight fired a spell that hit the ceiling. A bunch of rocks fell right in front of the stallion, keeping him from the filly who the opportunity to escape. “NOOOOOOOOOOOOOOOO! YOU CANNOT ESCAPE!” Loki exclaimed furiously as he blasted the rocks which caused it to collapse. But to his shock and fury, the one he wanted to kill escaped. “Lost! LOST! That brat has escaped from my hooves!” The stallion screamed furiously. “Killer Twilight Sparkle! Killer! Killer Twilight Sparkle! We hates it forever! We hates it forever! WE HATES IT FOREVER!” In his fit of rage, a portal appeared and something removed Dinky’s body from where it was lying, so nopony would find out that the body was there as the portal vanished.

End of Flashback

Thor stared in shock and anger in what he heard about what happened leading up to this current situation, but he sighed and turned to the Royal Guards. “Arrest him.” He commanded in sadness.

“WHAT?! NO! I REFUSE TO BE ARRESTED! I WILL HAVE MY REVENGE!” Loki shouted insanely while the Royal Guards approached him, levitating or holding a pair of chains and a muzzle. The Royal Guards just ignored him and snapped the chains onto his front hooves while a unicorn guard levitated a muzzle onto his mouth. Loki glared in pure hatred at Thor who just gave him a saddened expression. “Thor, Thor!” Twilight’s voice called out, breaking the silence of the moment. “I am here, Twilight!” Thor yelled back at her. “Thank goodness!” Twilight sighed in relief with a smile. “When you, some of the Royal Guards, and your parents went to this area, everypony got worried, so I went looking for you.” “Well…I was arresting Loki.” Thor responded sadly. “Oh, Thor…I’m sorry you had to arrest your own adoptive brother, but he was an evil pony.” Twilight reassured him.

“Twilight…I know he was an evil pony, but he is my adoptive brother. I still love him even though he is evil.” Thor sighed. “You know what, Thor; that sounded like you’ve learned an important lesson.” Twilight smiled gently. “Come on, let’s get back to the others.” “Yes, I am coming.” Thor nodded. The scene changed to where Twilight and Thor joined the center of the town where they were welcomed with smiles from the other members of the Main Six and all their friends from the battle. There were many sighs of relief to see Thor unharmed, mostly from Pinkie, The Cutie Mark Crusaders, and Spike. There were many questions as to what Thor was doing in the corner with those Royal Guards.

“Everypony, everypony!” Spike exclaimed with a chuckle. “We still have a party here. Save the questions for later.”

“Right, this is a party! Let’s go!” Pinkie giggled. Celestia and Luna walked up to Thor with Odin and Frigga following behind them.

“Thor, we thank you for saving Equestria from your adoptive brother.” Luna said. Thor paused a bit and then spoke up, “Princesses, father, mother, do you think that after this, do I have to return to Ponyheim?”

“Let your mother and I decide on that, my son.” Odin replied while he patted his head. Celestia nodded while adding, “Right, let your parents decide, but for now, let’s continue the party.” Thor nodded in agreement. Celestia and his father were right. They had to wait to see if he could return to Ponyheim with his family. While everypony was celebrating and enjoying themselves, nopony took notice in the shady figure hiding in the corner.

This pony could only be seen by the eyes hiding in the shadows that hid her so well. This being watched everypony enjoy the moment of their lives, but as she looked past the fun the Cutie Mark Crusaders were having with some of the members of the Main Six, showing themselves off and doing other tasks with their friends…one sight caught the figure’s attention. There she was, the unicorn Twilight Sparkle, near her was her parents, even the mare’s older brother, Shining Armor, along with his wife, Cadance. They looked so happy and carefree; it was only joined by Thor and Spike who decided to have some fun, laughing with the rest. Just then, the shady eyes of this stalker stared at the alicorn and baby dragon and in a flash moment, there existed another being…a young filly that was once friends with Twilight; Dinky? The eyes of the shady figure shook it’s head to make the image fade away, showing Thor and Spike once more. Then, the eyes slipped into the darkness and from a glowing mark above the head, it vanished with the shadows by a very well played stealth maneuver that made no sound. “Huh?” Luna asked, sensing something wrong. “What’s wrong, princess?” Apple Bloom questioned Luna.

“I thought I sensed something odd…”

Soon, outside of Ponyville, from the shadows of a large bolder, slipped a shady creature that resembled the body of a pony. Then, a bit of light from the sun’s rays passing through a cloud briefly helped reveal who this unidentified creature was. She appeared to be a unicorn in a dark mask and uniform with the symbol of Tartarus on the front, appearing to be the same age as Twilight. Her mane was blonde with lighter streaks; she had a cold expression and looked…familiar.

Soon, she reached up to show a strange pocket watch that when opened, revealed a mirror above the clock that glowed brightly, but not too bright to expose where this character hid. Then, in another strange sense, ‘Organization XIII Theme’ from Kingdom Hearts 2 began playing to fit this scene of unpleasantness. “Status report, Unit Number 13.” A voice spoke up from the mirror light of the watch. “Yes, I’ve seen the ponies and they’re just recovering from the battle they all fought in. While the whereabouts of Loki’s arrest are still legit, the older adoptive brother and true son of Odin, Thor is still alive.” The one labeled as number 13 responded with a cold and emotionless expression. “What other news do you have of the situation?”

The voice from the other side of the light asked. “Not much, only that the remaining soldiers from Loki’s army that weren’t blown away or turned to dust, have been arrested.” Number 13 explained to her superior. “What do we do about the other members of Loki’s army?” “Let them be, with Discord in hiding with the others and The Red Devil clearly weakened, they can’t be helped.” The voice from the mirror responded.

“If they truly wish to join us, that’s their problem to pick. It would not count as a major loss.” “What if they choose to side with Equestria?” Number 13 asked nervously. “As I said, it would not be our own lost cause if they perished afterwards.” The voice from the mirror responded emotionlessly. “Just watch everything from the shadows and report all events and should anypony get in your way…finish them.” “Hmm…” The unit hummed to herself with her eyes drifting a bit far from hearing that order. “Is something wrong?” The voice from the mirror questioned. “No, I just recall seeing some ponies I once knew, but of course, nothing has changed my opinion of what’s happened.” Unit Number 13 told her superior with a stern and cold expression.

“Excellent, remember who you are, Equestrian Eliminator and those you serve.” The voice on the other side addressed the soldier. “I serve as a soldier, a mercenary that will take my assignment, to the letter…and leave no survivors that stand in my way.” The Equestrian Eliminator declared as she shook her hoof in determination. “Good, carry on and remember…we abide the might of Nexus’s Law!” The voice concluded while the mirror ceased glowing just as it was closed and the pocket watch was stuffed back inside the unit’s uniform.

“I remember, the will of Nexus’s Law shall be judged to all. Including those who have forsaken me…Equestria, you’ll soon be unleashing a wrath far worse than Loki ever could…and there will be no pity for all those, including your own existence…Twilight Sparkle.” The Equestrian Eliminator vowed before slipping away in the shadows by the magical glow of her horn. With that, the unknown mare of mystery was out of the picture and just as the music was coming to a close too. So now, what happens with Equestria, even with Twilight being the main center once again…something will come forth from this dark mystery.

Disclaimer: I own nothing in this story. My Little Pony belongs to Hasbro. Thor, Loki, Odin, and Frigga belong to Marvel. I also don't own Thor and Loki's pony designs, they belong to lizzytheviking from Deviantart. I also don't own the character Rune, he belongs to Ascaerdoth from Deviantart. I also don't own the character Nexus, he belongs to PenStroke. Marik Ishtar and Bakura along with their alter egos belong to Kazuki Takahashi.

And so, the war with Loki was finally over, Equestria was rebuilding from the damages Loki and his army has done. Thor was back, alive and well and with his friends once more. The Princesses and the Royal Guards were in council with the Ponyheim army, all of which were helping with the rebuilding process as well as what to decide on what to do with the remaining soldiers and if Thor should return to Ponyheim.

CLING! Suddenly, there was a rattle of chains which made everypony turn in the direction of the sound where it was coming from. It was the remaining soldiers of Loki’s army.

Leading in front of them from behind Loki was somepony within the rankings of leading the army. It’s a unicorn stallion with sea green eyes, a red mane, a dark brown coat, and a light green star with a scroll on it as a cutie mark wearing black armor with green designs and black markings on his leg. It was none other than Captain Rune.

“I wish to speak to Odin!” Captain Rune exclaimed sternly. Many voices were heard in wondering, what should they do? Should the heroes give in, should they decline, should they run, should the heroes attack, so many choices! But when it was finally come to a response, it came. “Very well, I shall respond!” Odin nodded in understanding. “Darling, you should not just—“Frigga began to protest, but was cut off by her husband. “This one wishes to speak after the battle has ended. I shall hear him out.” Odin interrupted humbly before turning to Captain Rune.

“What is it you wish to speak with me?”

“I, as Captain of Loki’s Army, here that we…” Captain Rune sighed sadly. “Confirm our surrender to you.” Loki’s eyes widened at the captain before he glared at him, but couldn’t yell at him due to the muzzle covering his mouth. “So, even though the guards have arrested you and the army, you still wish to surrender?” Odin mused with a serious expression. “We await our punishment to be banished once more in the moon.” Captain Rune said. “Instead, you and your army’s punishment would be more fitting. You’ll serve under Equestria’s rulers instead of being placed in a jail cell or banished to the moon.” Odin explained.

“What?” The remaining soldiers gasped. Loki rolled his eyes and glared at them as if to say ‘Why must you take their offer and betray me?’. “You shall think of that as a way of apology by cleaning up your acts of destruction and repairing the damage that was caused.” Odin sternly explained to the soldiers.

“We…accept.” Captain Rune agreed while smiling and nodding. Loki let out a muffled groan in annoyance. “Tell me, Celestia, Luna, do you believe that they should join the Royal Guards?” Odin asked his old allies. “It’s sounds like wonderful idea, Odin.” Luna grinned. “You have our grateful thanks for this moment.” Celestia nodded in agreement. “It sounds fine by me.” Private Katoptris shrugged.

“So, do we have an agreement, captain?” Odin questioned Captain Rune. “Of course! We have found an agreement…with our new friends.” Captain Rune smiled while he walked over to the center of the square with the others. “Yay!” The ponies cheered happily. “I have to say…for somepony as strict as you, Odin, you did great.” Spike said to Odin with a smile.

“Thank you, Spike. It was…my adoptive son, Loki that caused all of this. I felt responsible for it. It was only fair that I tried hard to fix the mess as best as I could.” Odin replied in guilt. “But at least you tried.” Celestia reassured her old ally. “So, what shall you do now, old friend?”

“Return to Ponyheim with my wife and Thor and possibly punish Loki for his crimes. Your new guards shall help you with the recovery.”

Twilight and her friends looked down in concern, then back up at Odin while Twilight said, “Your highness…about Thor. Can he at least say goodbye to us before you all leave?”

“Of course, he may, Twilight Sparkle!” Odin replied with a smile.

Thor sighed sadly and looked at his friends. “I must return to Ponyheim, but I give you my word: I will return.” He explained. “Deal?” The Main Six and Spike hugged him for about five or ten minutes long before they responded, “Deal!” “Thor, we must go now.” Odin commanded his son.

“Yes, Father.” Thor nodded as he went to join his father. With that, the ruler of Ponyheim’s horn glowed and teleported his wife, Thor, the army, and Loki to the place they call home. Luna stopped a bit, looking worried. Celestia noticed it as she spoke up, “What’s wrong, Luna?”

“Yes…it’s my far sight vision…I can sense a new threat coming to Equestria.” Luna said to Celestia sternly and worried.

“We know: it’s Nexus, correct?”

“No, something else… more than one individual…corrupt versions of the Elements of Harmony…a group of ponies of evil… six more ponies will join the Elements of Harmony…”

“So, are we all here?” Gilda asked the members of Loki’s army. They were somewhere in the Everfree Forest and hiding from the Royal Guards. “Yeah, every one of us.” Rover remarked with a grunt. “War is over, yes?”

“Yeah, of course; Loki’s arrested by those lame ponies!”

“Now, what are we gonna do without him?” Discord asked in confusion. “With Loki gone, we’re nothing, Discord!” Trixie groaned to him. “At least we can possibly break him out if we know where the prison is.” Flim shrugged.

“But how?” Flam asked his brother curiously. “He could be imprisoned in Ponyheim!” Trixie commented, “Loki’s too smart to be placed in prison. He may break out some time in the future, being a god and all.”

“Now, that’s super true, Trixie. He’s all powerful and a master at magic; he can take care of himself.” Gilda nodded. “So, what shall we do now?” Spot asked. “Stay together?” Fido suggested. “Yeah, I think we should stick together as our own group for now on. Nopony will leave; we’ll help each other.” Discord nodded.

The other members of the army nodded in agreement. “Hold it right there!” A familiar voice snapped. The members of Loki’s army turned and saw themselves surrounded by the Royal Guards, led by Shining Armor. “We’ve gotten a word of activity around here. You do know that you are all under arrest?!!” The captain yelled.

“And this is where The Great and Powerful Trixie and Loki’s army make their escape!”

Trixie quickly used a smoke screen…and rushed off quickly with the army, much to the Royal Guards’ shock. “Great, they got away!” Shining Armor groaned.

Trixie, Gilda, Flim, Flam, the Diamond Dogs, and Discord were FAR away from where they met up. The group stopped to catch their breaths, happy that they got away from the Royal Guards. Trixie commented, “I’m glad we were able to get away from the Royal Guards or else we would’ve been in prison right now.”

“Mates…what are you doing here?” A familiar voice asked. The members of Loki’s army turned and noticed General Shield Strike (now recovered).

“What ever happened to you?” Discord questioned. “Those shelas and their dragon friend defeated me.” General Shield Strike grumbled in annoyance. “You can come with us to escape from the Royal Guards.” Trixie suggested. “I’ll accept that, shela.” General Shield Strike nodded. It took a while, but Twilight and Spike were finally back home.

Owlowicious greeting his owner happily, hooting to Twilight. After settling the pet down, the two went upstairs to get some sleep. Twilight then went to go put Spike to bed. The baby dragon was settling in, then looked concerned. He spoke up, “Twilight, are you…happy that Loki’s now arrested?”

Twilight paused to think, hesitating a bit. There was still parts of her that hated Loki…for killing Dinky, for almost ruining her life, and taking everything she held dear to her away. “Some of me is happy, the rest isn’t happy. Maybe someday I’ll figure out if there’s good in him by myself.” Twilight said softly. “Come on, Spike. Let’s go to bed.” Spike nodded. As he was sleeping, Twilight patted the spikes on top of his head as she said, “Good night, Spike.”

“Good night, Twilight.” Spike mumbled in his sleep. Once he was settled into bed, Twilight got into her own bed. She had a long day…

After explaining what happened to them before they ran into General Shield Strike to him, he decided that it would be best to stay with them to hide from the Royal Guards. “Well, at least the Royal Guards aren’t here.” Discord said, hanging out with his group in a cave, thinking that they’re safe. “Those guards can’t, but we can…” A voice spoke up which made the nine yelp in alarm. They looked over and saw two cloaked figures standing there, staring at them. “Who are you two mates?” General Shield Strike demanded to the figures. The mystery of those two…will wait another time.

2 months have passed since the battle with Loki ended. The three main towns of Equestria had been rebuilt from the conflict that almost destroyed the pony race. The members of Loki’s army were still on the loose. The remains of the ruins have been rebuilt to be a historical monument for tourists to see. As for the machines used during the battle, Celestia and Luna had them and the scattered material were to soon be collected, some were rebuilt by their own engineering experts that studied them before they were stored away, to be kept sealed until another battle. The Princesses checked on the Elements of Harmony during those two months. To their surprise, Loki’s corruption was now gone. Thor’s use of them as well as the battle must’ve erased it.

The Elements can now be used by Twilight and her friends without any worrying. Celestia, although, was having problems of her own, doubting herself for being a good ruler and not protecting her subjects. Luckily, Luna had helped her and the problem was being resolved for the time being. Speaking of which, the princess was smiling at Twilight’s latest friendship report that she sent. As the alicorn left her study with the friendship report wrapped in a scroll levitating behind her, Luna joined her. “Coming to wish me good night, sister?” Luna asked curiously. “I indeed was.” Celestia answered to Luna with a smile. The Princess of the Sun paused then spoke up, “Luna?”

“Yes, Tia?”

“Luna, why were you so determined into protecting me and our subjects two months ago?”

“Because, sister, I’m not going down without a fight. And to change the subject a bit, I remember the times you foalsat Thor before the Ice Pony War happened and before I became Nightmare Moon.”

“Yes, I remember…” Celestia sighed in remembering those times.

Flashback:

“Careful, Thor, careful!” Celestia scolded as Thor almost fell off the table the princess had him on. Odin had asked his friend to foalsit while he was away on some business. Celestia sat him up carefully and asked, “You’re a curious one, aren’t you? Just like your father.” Thor giggled as he spat on Celestia, making her sigh. She enjoyed this…so to speak.

End of Flashback

Celestia gave a smirk to her sister as she asked, “Is the reason because you wanted to change the subject to not think about what happened during the battle?”

“Well, I just wanted to remember the good old days before this happened.” Luna shrugged.

“Perhaps I shall wait another time. Right now, our concern is Nexus…”

“Yes, right. What do we do about Nexus?”

“Nothing yet. Until we have sight on what he’s planning, things will return to normal.” Celestia said to Luna sternly. “Very well, Tia. Good night.” Luna said as she nuzzled her sister before leaving.

“Good night, sister.”

At this moment, the scene showed a wasteland surrounded by flames and canyons as far as anypony’s eyes could follow.

This was known as the realm within the gates of Tartarus, the place filled with the most evil of creatures for centuries; in the center, surrounded by molten lava stood a strange dark castle made of the structure of true ultimate evil as the very thing’s existence could be seen with in the domain’s view. But as huge as the palace appeared that even dragons could enter such a place, the real terror was what awaited any that dared to go to such a place.

For within the chambers and into a throne room awaited what was the king that ruled this realm of prisoners kept from the world. It was none other than Nexus, the Overlord King, as he sat on a throne, gazing at the vault where the Elements were kept through a flame mirror.

“At last, I have found the location of the Elements of Harmony!” Nexus declared with an evil smile. “And what of our movement, master?” A new voice spoke up. Then, soon, what was swirling around in the throne room, but didn’t make Nexus lose focus was a creature…he had company. The creature had a long lizard like body like a Chinese dragon, but it was not flesh; it was something mechanical. It seemed to be…bio mechanical made of structure. The black metal scales on his top part body and more so all over his four claws and tip of his spiral tail to a bio flesh seen within that’s violet colored and clear ruby red eyes. This strange wicked creature slowly ceased moment when it was inches away from the Overlord King and his throne.

“Surely you have planned our chance to attack Equestria, now that Loki is in prison.” The newly appeared dragon stated to Nexus. “Yes, Ater Draco, my loyal bio mechanical dragon general. His adoptive brother was close to hitting both of us, but hit Loki instead.” Nexus responded.

“Well, he was powerful then and powerful to this day, but I’m FAR more powerful to deal with his adoptive brother myself!” Ater Draco declared with a menacing expression. “But look at what’s happened, now all the work he has done has created new evil spreading it’s roots all over Equestria.” Nexus smiled evilly. He held up his hoof and his horn glowed to summon…an entire line of magically lit flame mirrors. And from each of them seen, there was the image of a villain.

Some of them included Queen Chrysalis and her Changelings and even two stallions that Nexus didn’t recognize: One was a Pegasus stallion with light purple eyes, a platinum blonde mane, and a tan coat with three pyramids as a cutie mark wearing a purple sleeveless top that had a black strap that had a gold rod hanging from it with jewelry and the other was a unicorn stallion with light brown eyes, a white mane, and a white coat with a black heart with bat wings as a cutie mark wearing a brown string with a gold pendant on the end like a necklace. Above the Pegasus stallion was a pony who looked the same except the mane was wild and spikey with a gold mark on his forehead while wearing a purple cape and a dark sleeveless top and above the unicorn stallion was an Earth Pony stallion that looked like him except that his cutie mark was a heart that was pink on one side with an angel wing and the other side was black with a bat wing wearing the same necklace.

And that still left a few spare villains such as possible candidates like a Unicorn mare with orange eyes, a light orange mane with dark orange braids, and a light orange coat with a red and yellow shimmering sun as well as a few teenage dragons, including a certain one named Garble. “While Loki may have chosen not to serve in my army, surely what his actions have done may bring forth others to join my rankings!” Nexus exclaimed. “Bah, why waste time? Some of these new ‘evils’ may just serve Dargoth instead of you.” Ater Draco remarked off to his master. “True, but I have favored most is the entertainment in watching their evil actions.” Nexus smirked. “So, we will just sit back and watch how well the others play their parts.”

“And then?” Ater Draco questioned. “Then, when the time is right, my army shall invade…they will not know what happens until it is too late.” Nexus hissed while walking to the window. “For there is no greater army than my own; the Army of Tartarus!”

The scene zoomed out to see large yards and lands that were beyond it belonged to…an ARMY of creatures that were imprisoned in Tartarus. There were many from Ground enemies to Aerial enemies and Water enemies of any matter to travel by land, sea, or air. There were some that were hired criminals to join the army while others were creatures varying from ponies to dragons that from what prisoners had stated were created by Nexus as he had the power to create ‘life’ in his own image with a sense of loyalty only to him. There are many that talk in the army in puzzling concerns that they can’t tell who’s worse to deal with, being under Loki’s command or being in Nexus’s army. Either way, it’s their destiny role to forever be apart in.

“So, live out your lives well, for I want every day of your lives to entertainment until…my day of coming.” Nexus’s voice declared. “And if worse comes into the picture, it may be a blessing if Dargoth gets a head start on your lives! MWAHAHAHAHAHAHAHAHAHA!”

All that was seen was an afterimage of Nexus’s head gazing below him were images of his army, Ater Draco was flying in the left and in the free opening on the right…appeared a shadowy figure…of a cloaked individual who is yet to be known as the last major villain was seen looking over things afar or that he could step in on his own choosing. The only major note to be prepared for is that things were far from over after Loki’s defeat…but no, things were just starting to become a new beginning for all of Equestria and it’s ponies.

The End?

Voice Cast:

Tara Strong … Twilight Sparkle/Cloaked Figure

Ashleigh Ball … Applejack/Rainbow Dash

Andrea Libman … Fluttershy/Pinkie Pie/Pumpkin Cake/Twinkle

Tabitha St. Germain … Rarity/Princess Luna/Derpy/Nightmare Moon/Mrs. Cake/Granny Smith/Bon-Bon/Pound Cake/Cherry Berry/Rainbowshine /Lotus

Cathy Weseluck … Spike/Mayor of Ponyville/Sparkler/Truffle Shuffle/Berry Pinch

Chris Hemsworth … Thor

Tom Hiddleston … Loki

Anthony Hopkins … Odin

Nicole Oliver … Princess Celestia/Cheerilee

Michelle Creber … Apple Bloom/Young Celestia

Claire Corlett … Sweetie Belle/Dinky Doo

Madeleine Peters … Scootaloo/Young Luna

Andrew Francis … Shining Armor

Britt McKillip … Princess Cadance/Lyra

Peter New … Big Macintosh/Dr. Stable/Featherweight

John de Lancie … Discord

Samuel Vincent … Flim

Scott McNeil … Flam/Rover

Kathleen Barr … Trixie/Aloe

Maryke Hendrikse … Gilda

Lee Tockar … Snips/Spot

Garry Chalk … Fido

Richard Ian Cox … Snails

Chantal Strand … Diamond Tiara

Shannon Chan-Kent … Silver Spoon/Pinkie Pie (Singing voice)

Brenda Crichlow … Zecora

Matt Hill … Soarin’

Vincent Tong … Prince Blueblood/Joe

Jayson Thiessen… Royal Guards (Equestria and Ponyheim)/ Soldiers of Loki’s Army

Hugh Jackman … General Shield Strike

David Tennant … Dr. Hooves

Colm Feore … Laufey

Brian Drummond … Mr. Cake/Caramel/Filthy Rich

Dakota Goyo … Young Thor

Ted Allpress … Young Loki

Kelly Metzger … Spitfire

Rene Russo … Frigga

Michael Dorn … Private Katoptris

Jason Marsden … Captain Rune

Tim Curry … Nexus

Julianne Buescher … DJ Pon3

Billie Piper … Rose

William Lawrenson … Young Odin

Liam Hemsworth … Teslan Aegis

Jim Cummings… Mephisto the Destroyer

Jennifer Lawrence … The Equestrian Eliminator

Dustin Hoffman … Ater Draco