It has been at least a month since I seen the movie so I can’t remember everything that happened. So for the scenes for the movie I am incorporating in the story I got from reading spoilers on the internet. Also I am purposely changing some details.

Last chapter: Twilight and Soarin are introduced to the rest of the team, Thor tells Twilight and Soarin the story of when his father Odin gave the Elements of Harmony to Princess Celestia and Princess Luna to fight Discord and Total Vane is revealed to Princess Celestia as the one responsible for the storm at the wedding.

As the chase with the Canterlot Guards and the Pegasus ponies was going on in the room with the table (which shall be known as the debriefing room) Tony was working on something with a digital device.

“What are you doing Mr Stark?” Twilight asked.

“If you must know Midnight.....” Tony started.

“TWILIGHT!” Twilight shouted and Soarin managed to calm her down.

“Whatever” said Tony “I am hacking into SHIELD mainframe! Soon we will be able to learn whatever secret Fury and SHIELD are keeping from us.”

“What makes you sure they are keeping secrets from us?” asked Steve.

“Come on Nick Fury is the super spy” said Tony “even his secrets have secrets!”

Soon from the device a hologram came up from it. A digital voice said “hacking complete Mr Stark. Accessioning SHIELD project Phase 2”

“WOW!” said Twilight and Soarin together looking amazed.

“Thank you JARVIS” said Tony. Then the hologram showed schematics for different weapons.

“So it seems SHIELD when they had it in their possession was using the Tesseract to create super powered weapons” said Tony.

“yes we have” said Fury walking into the room.

“still using the Tesseract to create dangerous weapons?” asked Steve “looks like the world hasn’t changed at all!”

“Look when the discovery of the demigods when Thor came to earth we realized we are not alone in the universe” said Fury “we are hopelessly outgunned against other races to a point where it’s not even laughable, we need to be able to defend our planet in case of an invasion!”

“that is stupid” said Thor “with that much power under your hands you will attract unwanted attention from evil forces across the universe!”

“He’s right” thought Twilight “I don’t know much about this Tesseract but it sound dangerous, I would hate to think what would happen if Discord escaped and managed to get his hands on it!”

As this was happening a bunch of SHIELD soldiers outside were managing to sneak up onto the Hellicarrier. They were being led by a man with brown hair, sunglasses, his uniform was black and had no sleeveless and he had a bow and several arrows. This was Black Widow’s partner Clinton Barton aka Hawkeye who along with the SHIELD agents were brainwashed by Loki.

Before they entered Clint shot an arrow at one of the engines blowing it up.

“What just happened?” asked Twilight as Soarin helped her up. Everyone began splitting up to see what they can do. Twilight also saw Steve took a large circular shield which had a blue circle with a white star on it and white and red circles around it.

As they exited the debriefing room Twilight and Soarin saw Bruce and it looked like he was stressed and looked like he was trying to hold something in. He then turned into a giant musical green monster. He had became the Hulk.

“What is that thing!” asked Soarin as he and Twilight looked at the Hulk in shock.

Twilight then saw the Hulk chasing after Natasha. She then went in front of him trying to stop him but he easily swatted her away saying “puny pony not worth Hulk’s time!”

Soarin then helped Twilight up as Hulk chased after Natasha. Twilight was going to go after him when Fury said “leave them be, Natasha can take care of herself!”

Hulk is still chasing after Black Widow but then Thor attacks him with his hammer Mjolner his Hammer. Hulk and Thor then start fighting an equally match fight.

Outside the Hellicarrier Steve and Tony were working on the damaged engine. Tony asked “what does it look like?”

Steve opened it up to show an amazingly high teach panel. “Well it seems to run on some form of electricity” Steve said sarcastically.

Tony looked at him and said “well you’re not wrong there!”

When they got to the hull of the Hellicarrier Hulk was about to strike Thor again when he saw one of the outside SHIELD agent shoot at him. He then turned around and jumped out of the window plummeting to the ground.

Twilight, Soarin and Thor entered the command centre where Loki was being stored and saw Clint enter and attempting to use the computer to release Thor.

“He’s a traitor or a spy” said Soarin seeing he was wearing a SHIELD uniform.

“No Soarin” said Thor “my brother has him under mind control!”

As the cell was opening Loki then duplicated himself and Thor charged at one of the doubles but they were just illusions as Thor rushed into the cell and Loki went out and had the cell door closed.

“When are you not going to fall for that?” asked Loki smiling at the one he called his brother all his life.

Natasha then enters and then faces off with her brainwashed partner. Twilight then charged and sent a magical blast at Loki.

Loki then gets up and then summons his Tesseract powered sceptre and his golden helmet with very long horns from the display SHIELD was keeping them.

“So these pitiful creatures have managed to bring forth you Equestrians” said Loki smirking “stay out of my way and there may be places for you 2 in my royal court once I conquer this planet as king!”

Soarin then went up beside Twilight and the two did nothing to respond but glare at Loki. Then enters Agent Coulson with a prototype Phase 2 weapon.

“What is that weapon supposed to do?” asked Loki.

“........I have no idea” admitted Coulson.

Loki blasts Coulson with the sceptre but Soarin flew up and picked up Coulson and dropped him down to saftey as Twilight swooped in and intercepted the blast with her horn which made her feel weird for a second.

Natasha relucantly fights Clint as he manages to throw off the mind control. Coulson then gets up, picks up the Phase 2 weapon and shoots it at Loki causing him to fall to the ground.

“So that’s what it does?” Coulson said smiling.

“I don’t have time for this!” said Loki as he gets up and picks up his sceptre again. He then pushes a button causing the glass cell with Thor in it to drop to the ground.

“Don’t worry” said Coulson as Soarin and Twilight managed to help him up “Thor is not a demigod for nothing!”

Indeed Coulson was correct as just before the cell hits the ground Thor uses Mjolner to break the glass open releasing him free and leap to freedom.

Outside the Hellicarrier Tony and Steve manages to fix the broken engine and then get in to deal with the remaining mind control SHIELD agents.

In the debriefing room Fury was talking to Coulson, Steve, Tony, Twilight, Soarin, Natasha and Clint.

“Our medics say Agent Coulson suffered no fatal injuries” said Fury “Ms Sparkle, Mr Soarin it seems you saved his life!”

Twilight and Soarin smiled feeling sense of pride and Coulson gave them a grateful smile.

“Mr Coulson when I was dealing with the brainwashed agents your locker door kind of broke and I found these in there” said Steve. He then handed Coulson some cards. Coulson looked at them. They were his Captain America’s vintage trading cards only with 1 minor edit-Steve’s signature.

“Thank you” said Coulson.

“Back to the Phase 2 subject” said Fury “I never wanted to use the project but we had to due to orders from my superior the so called World Security Council! I wanted to do something else if we faced a threat like Loki!”

Fury then explained “there was something called the Avenger Initiative! The idea was to recruit several gifted individuals for a team to protect the world from serious threats such as this! Will you be that team?”

Steve then put up a blue mask with eye and mouth holes and a white A on it. He along with Natasha, Clint, Twilight and Soarin nodded.

“Well to the WSC I am too immature to qualify.............but screw them I’m in too!” Tony said.

“Okay so where is Loki going to go?” Tony then asked as they discussed what to do “he's a full-tilt diva, he wants flowers, he wants parades, he wants a monument built to the sky with his name plastered......”

Tony then realised something and said “Son of a &*%$£!”

On the ground Thor was getting up and from where he landed Bruce got up and saw he was naked amidst rubble and a farmer was looking at him incredulously.

“Do you have any clothes or at least really stretchy pants?” Bruce asked.

As the Hellicarrier was flying to its intended location Coulson took Soarin aside and showed him to some sort of high tech door.

“We began mending those clothes we found you in” said Coulson “and we made some modifications”

Coulson pushed a button and the door opened and Soarin’s jaw practically hit the floor.

It was his Wonderbolts Uniform only connected with Phase 2 laser cannons and a targeting system connected to a high tech pair of goggles replacing his old ones.

On the top of Stark Tower (a really big high tech tower Tony had built in Manhattan, New York) Loki was having his brainwashed scientist Professor Selvig finished the newly created device powered by the Tesseract Loki had taken from a SHIELD base days before.

The Tesseract in the device began glowing and shot a beam at the sky opening up a wormhole for the Chitauri army to enter.

Loki smiled; his final victory was at hand.

Sorry I couldn’t kill of Agent Coulson! I am also one of the few who question if Coulson really died in the movie! Next Chapter: Chapter 5 Estimated time remaining: 24 Minutes