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…”