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…