On a train bound for Ponyville, Twilight and her friends were on the train with the Justice League. As the members waited to arrive at their destination, the girls tried to get to know them a bit more, "So you're the only ones left of your kind?" Rainbow asked Clark and J'onn.

"That's right," Superman nodded, "Krypton was destroyed, and I was sent off as my planets last hope for survival."

"And as a baby too?" Fluttershy gasped, as the man of steel nodded.

"I lost all of my kind as well as my family." J'onn added.

Fluttershy embraced the two, much to their confusion, "Oh, you poor things. I can't imagine anything worse than losing your home and family."

The two felt awkward, but Superman spoke, "It is quite all right. We may have lost our homes, but when we came to earth we made new lives for ourselves, friends, and family alike."

"Yes, though they will never replace my old family I would gladly do anything for them." J'onn added.

Applejack and Rarity were talking to the two female members of the league, "So your world is a war like place?" Applejack asked Hawk Girl.

"Yes, you might say war is like a daily thing."

"Gracious me, I don't think I could ever stand to live in a place where war is daily." Rarity gasped.

"When you're raised in such a place, you get used to it."

"And Diana, there are no males on your island?" Rarity asked the princess.

"No. Men are forbidden from setting foot on Themyscira. Although my friends came there to help me, they still had to leave. And so did I." she sighed, until the two ponies comforted her, and she smiled.

Flash was conversing with Pinkie and Spike, "And that's when I put out the fire before the firemen arrived." the speedster boasted.

"Wow, that's so fast!" Pinkie beamed.

"Fastest man alive." Flash replied.

"Amazing, you guys remind me of the Power Ponies." Spike gasped.

Flash did a double take, "The what?"

"The Power Ponies, my favorite comic book hero series. In fact your powers are just like Fili-Second." Spike explained.

"Fili-Second?" Flash raised a brow.

Twilight was talking with Batman and Lantern, "So this Green lantern corp controlled by the guardians of the universe protect all of the galaxy?" she asked John.

"That's right. In every sector of the galaxy there's a green lantern in charge of keeping it safe." Lantern explained.

"That's just amazing," she turned to the dark knight, "And this city you live in Gotham is plagued by crime?"

"All day long. It's ridden with so many crooks you can barely go outside during the daytime without being careful." Batman explained.

"Sounds like a dangerous place to live." the princess gasped.

"It is, but someone's gotta keep the streets clean."

They heard the train whistle, as Twilight spoke, "We're here."

The group got off the train, and the ponies and Spike led them away from the station before they were in Ponyville Square, "Welcome Justice League, to Ponyville." Twilight welcomed them.

They heroes looked around seeing multiple colored equines with different styled manes, tails, and images on their flanks, "This place sure looks peaceful." Flash said, as he saw the whole town looked happy.

"I've never seen a world so peaceful in my life." Lantern added.

"Neither have I," Batman put in, "Makes me feel uneasy."

"You should relax, you're in a world where crime isn't a daily thing." Diana encouraged him.

"That's what makes it uneasy." he replied.

"Boy, you really got quite an outlook on life." Rainbow said.

"Come on, we got a tour to give ya!" Pinkie said, as she bounced off with the others following her.

As the heroes followed the ponies through town, each of them was taking in the sight of the town and all the residents, "Hey, Twilight, can I ask you something?" Flash asked.

"Sure, Flash."

"Why do all you ponies have different marks on your flanks?"

"Those are our cutie marks." she giggled.

"Come again?" Hawk Girl asked.

"Cutie marks," the princess repeated, "They represent a pony's natural talent. We earn them when we discover what our special talent is."

"Wow, I wonder what my cutie mark would be if I had one?" Flash wondered.

"It's a mystery." Hawk Girl said sarcastically, while tapping the insignia on Flash's suit.

Lantern looked over and saw three fillies up on a tree branch with a hang glider, "What're they doing?"

The ponies looked up and gasped at the three fillies who they knew as the Cutie Mark Crusaders. Applejack, Rarity, and Rainbow galloped over to the tree, "Applebloom, you get down from there!" Applejack ordered.

"Sweetie Belle, as your older sister I demand you come down this instant!" Rarity ordered.

"Scootaloo, I'm all for extreme stunts, but this is isn't right for you!" Rainbow ordered her little fan.

"But we're just about to earn our cutie marks in hang gliding." Scootaloo explained.

'If ya don't come down right now, you'll be earning your cutie marks in injuries!" Applejack called from down below.

"Maybe Applejack's right," Applebloom began, "Maybe we should forget this one."

Before her two friends could think, a wind caught the glider and pulled the three off the branch and was gliding around in the air. The three fillies clung to it while screaming for their lives. The group down below gasped, and Diana quickly flew into the air, and snatched the panicking fillies from the hang glider.

"I got you, little sisters."

"But you're not our sister." Sweetie Belle said, as the three were confused as to who Diana was.

Diana touched back down, and placed the three safely on their hoofs. Applejack and Rarity ran to their little sisters and smothered them in worry, while Rainbow went to Scootaloo, "Applebloom, never do anything like that again." Applejack scolded her sister.

"That goes for you too, Sweetie Belle." Rarity told her sister.

"And you." Rainbow said to Scootaloo.

"We're sorry." they apologized.

"Thank you so much, Diana." Rarity thanked her.

"Always glad to help." she nodded.

The three fillies approached her, "Thanks for saving us, Miss." Applebloom thanked her.

"Yeah, you were awesome," Scootaloo added, before clearing her throat, "I mean not as awesome as Rainbow Dash, but still awesome."

"My pleasure, but next time listen to your older sisters." she lectured them.

"Right." they nodded.

When they saw the rest of the tall figures Sweetie Belle gasped, "Who're all of you?"

"We're the Justice League." J'onn answered.

"Justice League?" Applebloom asked, as the three fillies were curious.

"They're superheroes." Spike cleared it up.

"Heroes?" they gasped.

"That's right." Flash nodded.

"Wow!" Scootaloo gasped, as the three checked them out.

"So who're these three?" Hawk Girl asked.

"These are Applebloom; Applejack's sister, Sweetie Belle; Rarity's sister, and Scootaloo," Twilight introduced them, "Girls, meet Batman, Superman, Flash, Green Lantern, Diana, J'onn, and Hawk Girl."

"Howdy, yall." Applebloom greeted them.

"Why in Themyscira were you three doing up there in the first place?" Diana asked.

"We were hoping to earn our cutie marks in hang gliding." Scootaloo explained.

"But that one was a failure." Sweetie Belle said.

"I'm lost." Flash said.

"You see they formed their own team called the Cutie Mark Crusaders." Fluttershy explained.

"Cutie Mark Crusaders?" Hawk Girl asked.

"That's right," Applebloom nodded, "It's our objective to find our true talents and earn our cutie marks."

"Aren't they supposed to come naturally?" Superman asked.

"That's what we try to tell them." Twilight sighed.

"Well forget hang gliding, we'll just find another way," Scootaloo said, "Come on Crusaders!" she jumped on her scooter, and her friend got into the wagon connected to it. Scootaloo flapped her wings and they took off.

"Cute bunch of kids." Flash stated.

"Yeah, they're always full of energy." Applejack smiled.

"Well come on, there's a lot more to show you!" Pinkie called, as they continued onward.

As the heroes saw more of the town, the ponies were watching them pass by and unable to take their eyes off them, "Don't ya just hate it when others look at you like you got two heads or something?" Flash asked the league.

"Remember, in this world we're the aliens." Batman reminded him.

"Yeah, but other planet's inhabitants didn't look at us like that as much." the speedster said, while ignoring a pony with an agape jaw.

Suddenly he noticed a mint coated unicorn looking at them with a blush on her face with her hooves covering her mouth in surprise, "Weird." he said to himself, before following his team.

They stopped in front of a caslte that looked like a tree, "What's this place?" Superman asked, as he and the league looked up.

"This is where me and Spike live. I am a Princess after all." Twilight reminded her.

"Nice." Flash smiled.

"Of course it's not just her castle," Rainbow spoke up, "We all use it as our new meeting place."

"Plus it's also become the new library." Spike finished.

"Princess Celestia feels this would be a better place for you all to remain for the time being." Twilight explained.

"Why not in Canterlot's castle?" Lantern asked.

"Because if you were there you wouldn't be so close to us." Pinkie mentioned.

"She's got a point." Applejack noted.

The league looked at each other, before Batman spoke, "All right, we'll remain here in Twilight's castle during our stay."

The ponies and Spike cheered, until Pinkie gasped, "Oh, I better get to work! Girls, bring them by Sugarcube Corner in five." she zipped off.

"Now where's she off to?" Superman asked.

"Oh, you'll find out soon." Rainbow said, as the girls smiled.

"But now let's give you a tour of the castle." Twilight offered, as they went inside.

Meanwhile out in the Bad Lands in front of the Changeling cave, three teenage dragons landed as the ring leader Garble spoke to his boys, "Well Glut, Rad, this is it."

"Kind of a bizarre place for a meeting." the big dragon known as Glut said.

"Who cares, as long as we get our gems, right?" Rad the purple dragon asked.

"Your gems?!" a voice called out.

The three dragons looked and saw the Diamond dog trio Rover, Fido, and Spot, "Ugh, who invited the mutt brigade?" Garble asked rudely.

"Who're you calling mutt?!" Fido barked, as Spot and Rover growled.

"Why're you Diamond Dogs here?" Rad asked.

"We were invited here by somepony who offered us gems." Rover answered.

"Well get in line, because we're getting our gems first!" Garble argued.

"Bite me!" Rover barked, as the two leaders of their packs were about to duke it out, until a female voice spoke up.

"Look at you acting like babies, it's so lame!" they looked up and saw touching down was Gilda the Griffon, and a Pegasus by the name of Lightning Dust.

"Who're you calling babies?!" Spot barked.

"In fact, who're you?" Glut asked.

"Name's Gilda, and this is my partner in crime, Lightning Dust."

"Sup?" the pegasus greeted her.

"Oh great, a namby pamby pony. I never wanted to see any of those again in my life." Garble grumbled, only for Lightning Dust to fly into his face.

"Who're you calling namby pamby, scaley?!"

"Well, what's this we have here?" a joyous voice asked.

The group looked and saw Flim and Flam the con artist unicorn brothers, "Looks like some potential customers, brother." Flam told his brother.

Flim slid into Gilda, "Miss, would you be interested in purchasing some of our latest feather cream? Guarantee to make your feather shine brightly than the sun."

Gilda raised her talon and showed him her sharp claws, "Come any closer and I'll claw your eyes out."

"Those disgusting things look like they could use a lot of filing." Another female voice said, as they saw Suri Polomare approaching.

"Now what're all of you doing here?" Garble asked them.

"Lightning Dust and I are here, because the one who invited said he needed to expert fliers." Gilda answered.

"My brother and I are here about a business opportunity." Flim explained.

"And I'm here about a partnership of my own." Suri added.

Lightning Dust looked at them all, "You don't think this is some set up do you?"

"It's not a set up," a voice said, grabbing their attention. They looked into the cave as a Changeling flew out, "My queen and her partner will see you all now." The group were curious, and despite their reluctance decided to follow the Changeling into the cave.

The Changeling showed them into a meeting area with a circular stone table set up, with just the right amount of chairs for each of them. Appearing on the scene was Chrysalis and Luthor, "Who is that?" Rover gasped.

"That's the Changeling Queen." Suri gasped.

"Changeling Queen?" Gilda asked, as Lightning Dust answered.

"She was the one who tried to take over Canterlot during the royal wedding of Shining Armor and Princess Cadance."

"Correct, nice to see you all accepted the invitations," Chrysalis smiled, "Allow me to introduce to you all my partner, Lex Luthor."

"Welcome ponies, dragons, dogs, and griffons. Take a seat," Luthor instructed as they did so, "Now then, Chrysalis and I have invited you all here because you share a common enemy. Six specific ponies who humiliated you, betrayed you, left you with nothing!"

"How do you know that?" Rover wondered.

"My partner has shared with me some of your very experiences which she's gathered courtesy of her Changelings."

"Yeah, you know about us. So what?" Gilda asked impatiently.

"I come bearing an opportunity for you all."

"Ooh, an opportunity?" Flam asked with interest.

"My brother and I are all ears." Flim added, as Luthor smirked.

"You all have your own fields of expertise, but what are you alone? Mere common folk of your own species, but together you can be much more." the business man continued.

"What're you suggesting?" Suri inquired.

"A partnership." Luthor answered.

"Partnership?" the Diamond Dogs asked.

Chrysalis spoke up, "Correct. Together with all our strengths and abilities combined we can terminate those six fools who made a mockery out of us."

"And I shall help you, provided you help me in conquering some of my own enemies." Luthor noted.

"My services don't come cheap." Suri said.

"Same with us." Flim added on behalf of him and his brother.

"We promise you will all be rewarded handsomely." Chrysalis assured them.

"We wish to be paid in gems!" Rover barked.

"And so you shall, should you agree to our alliance." Luthor tempted him.

Each of them started pondering on what to do, while remembering how their reputations were tarnished, friendships betrayed, and outright humiliated, all because of one or more of the six ponies representing the elements of harmony.

Garble was the first to speak up, "My boys and I will go along with this plan of yours." Glut and Rad nodded in confirmation.

"Excellent. And the rest of you?" Luthor asked the others.

"To get back at Rainbow Dash for getting me kicked out of the academy, I'm all for it." Lightning Dust answered.

"Same here." Gilda agreed.

"A very amusing proposition, Mr. Luthor." Flam admitted as his brother agreed.

"So long as we get our gems, we'll help too." Rover said on behalf of his friends.

"And so will I." Suri finished.

"Perfect," Luthor said, as he and Chrysalis took their own seats at the table, "Well then partners, we got work to do." he smirked with the Queen.

Back in Ponyville, the group were escorting the heroes to Sugarcube Corner. They looked at the place as Flash spoke to the girls, "Uh, there's not some evil witch in there who's gonna stuff us full of food and cook us for dinner is there?"

"Now where in the wide world of Equestria would you get an idea like that?" Rarity asked.

"Never mind." Flash replied, as they walked in only to meet with the sound of party horns and noisemakers.

Confetti and streamers fell onto the heroes as they saw the place was packed with ponies they saw in the town, and hanging from the ceiling was a banner reading, 'Welcome to Ponyville, Heroes'. Pinkie slid over and blew into a noisemaker, "Surprise!"

"Do I even want to know?" Batman asked.

"Don't worry, Batman. It's just a welcome party." Twilight said.

"A welcome party?" Hawk Girl asked.

"Pinkie always throws a welcome party for someone new in Ponyville." Rainbow explained.

"And when she throws a party, she really throws it." Applejack put in.

"And you did this all for us?" J'onn inquired out of the pink pony.

"Well duh. It's not everyday we have heroes n Ponyville."

"Unless you count us." Rainbow boasted, as she stood next to her friends.

"Well come on yall, let's party!" Applejack declared, as the heroes decided to join in.

Each of the heroes were enjoying it in their own way, like Flash who was enjoying some party games with Pinkie, Spike, and Rainbow. Lantern was using his ring to make balloon animals which the kids were amazed at, and J'onn decided to use his shape shifting ability to take on various forms from certain ponies to animals. Diana was talking with Lotus Blossom and Aloe the spa ponies who were wanting to know the secret of her beauty. Hawk Girl was trying to shake off the colts pestering her with questions, and Batman was sitting at a table, until Superman approached.

"No rest for the weary, huh?" Clark asked, as he sat down and offered a cup of punch to Batman, "Here, thought you could use it."

Batman accepted it without a word, as Superman continued, "Gee, Bruce, you'd think you'd be able to take it easy even in a place like this."

"How can you knowing that Luthor's out there somewhere?" Batman wondered.

"I haven't forgotten about him, but until we find any trace of him I'm using whatever time we have to calm my nerves. You could try the same." he sat up and walked back to join the crowd.

Batman pondered on what his ally said, before getting up and decided to join the rest of the party for the sake of the pony girls who have been so accommodating to him and the rest of the league.