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.”