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…