The overthrown Queen of the Changelings, Chrysalis, was on the run. Having been forced into hiding, the deranged bug creature was reduced to hiding from the onslaught of Equestria's elite. Since her escape, Chrysalis was a wanted fugitive for crimes against Equestria.

She would eventually be found, but not in the way she expected it.

Hiding within the peaks of Mount Aris, Chrysalis sensed that something was coming for her. Still, she was ready to strike and defend herself. Hearing the sounds of hoofbeats, she powered her horn, ready to fire whatever magic was inside of her.

"You'll never take me alive!" she cried. "I'm a queen and I will fight to the death!"

Suddenly, she heard another set of footfalls, but these were different. Hearing them from behind, Chrysalis couldn't figure out who to strike first. But when the group of hoofbeats got closer, she decided to strike them first. Before she could fire, Chrysalis sharply gasped when she the group of donkey soldiers facing her lead by Proxima Midnight.

"Queen Chrysalis," Proxima said. "Of the Changelings?"

Still, Chrysalis was ready to strike at any given moment.

"What do you want with me?" she hissed, only for Proxima to raise her hand and force the donkey platoon to lower their weapons.

"We come to you on behalf of our leader, Emperor Grogar," she answered causing Chrysalis to also lower her defense. "He wishes to speak with you about joining his ranks."

"His ranks?"

This didn't convince the queen entirely, for she had no idea that Grogar had returned.

"But, that's impossible! Emperor Grogar…"

"…has returned from a 1,000 year imprisonment and is looking to finish what he started before Tambeleon was banished by Princesses Celestia and Luna."

At that moment, Chrysalis got herself an idea, but it wasn't thanks to Proxima's coaxing. She was a creature who desired vengeance against Equestria, especially against Starlight Glimmer. In her mind, joining forces with Emperor Grogar would send a message that she wasn't to be taken lightly in any way.

"Are you certain?"

"We are very much certain, your majesty."

Lowering her guard, Chrysalis walked over towards Proxima and glanced at her. While she had been given this extraordinary offer, Chrysalis had never seen Proxima before and carefully looked her over.

"How do I know that you can be trusted? Who are you? Where did you come from?"

Before Proxima could answer, she suddenly heard the sounds of clattering rocks and immediately, the donkey platoon got into combat position.

"What was that noise?" she demanded.

"Someone is here," said a donkey soldier. However, another noise soon followed, followed by a another noise and then, another noise. "Shall we scour the area?"

"Do so," ordered Proxima, drawing her spear. "Whoever it is must know we are here looking for you, Queen Chrysalis. Stand by me."

Suddenly, they saw a shadow in the shape of a human against a rock. Throwing her spear, Proxima watched as the shadow grabbed her spear and stepped out from the shadows, dressed in black from head to toe with a star on his chest. A black round shaped shield with a star on the center was in his right hand. His face had a red colored beard on it and his hair was disheveled.

"You again," Proxima cried as the human tossed her spear to the ground. Before any one of them could react, another human male wearing a jetpack with wings in the shape of a bird flew down and kicked Proxima into several donkey soldiers. He then proceeded to fire a group of small missiles at the remaining donkey soldiers.

Before the donkey soldiers could react to this, however, they found themselves being pulled into the air and then tossed into a series of large rocks. Emerging from behind a large rock, a sleek human female dressed in a red leather coat, using some magic from her hands to further disable the donkeys. Enraged, Proxima and Chrysalis charged at the leader who used his shield to quickly defend himself against them.

The woman in leather was quick to aide, throwing several donkey soldiers at them. The human male wearing the bird like jet pack fired several more missiles, only for them to be deflected by Chrysalis using a shield spell. However, the blasts from the missiles sent Chrysalis and Proxima flying back against a rock.

"Get up," grunted Proxima urging Chrysalis to get to her feet as the flying human male pointed two guns at them.

"We don't want to kill you, but we will if we have to," the woman in leather said, her glowing hands pointed right at them.

"You're under arrest, Chrysalis," said the man in black. "Surrender yourself to us now."

"That's what you think," remarked Proxima, pressing a button on her chest that teleported her, Chrysalis and the donkey soldiers away before the three humans could react.

…

There was worse to come for them. The fighting had attracted the attention of the hippogriffs and soon, several hippogriffs led by a purple male hippogriff flew down, pointing their spears at the three humans.

"What's going on here?" the purple hippogriff demanded. "Who are you creatures?"

"We mean no harm," pleaded the man in black. "We're with S.M.I.L.E."

But, none of the hippogriffs were convinced and they moved forward to detain the humans.

…

Once they were all detained, the hippogriffs lead the humans back to their village at the top of the mountain.

"What the hell is this place?" the human male with the jetpack said as they were led into the center of the village.

"It's some kind of bird like village, Sam," remarked the man in black. "You'd actually fit right in here."

Just then, they were all forced to their knees as a female light-colored hippogriff flew down and landed in front of the humans.

"I was enjoying a fresh seaweed wrap when you decided to come calling, Seaspray," remarked the female hippogriff. "What happened here?"

"My queen," he replied, bowing to her. "These two legged creatures were causing trouble at the bottom of our village."

"That's not true," pleaded the man in black. "We found Chrysalis and we were about to capture her and…"

"SILENCE!" the female hippogriff barked, causing the man in black to wince. After a few moments, she spoke in a calmer voice. "What did you say?"

"We found Queen Chrysalis and we were going to arrest her," the man in black answered. "Okay, to put it simply, are you aware that Emperor Grogar has returned?"

The crowd of hippogriffs gathered were recoiling upon hearing this news.

"What?"

"Some demon goat dude who declared war on Equestria," the man with the jet pack said. "We had orders to find and capture Chrysalis before she was recruited."

Still, the hippogriff was unconvinced.

"It's clear to me you don't know who Emperor Grogar is," remarked the woman in leather.

"Yes, yes, I know who he is," stammered the female hippogriff, jumping back slightly. "It's just that…I…we all thought he had been banished forever. My ancestors fought him alongside the ponies of Equestria. You telling me he is back?"

"That's what we have been trying to tell you all," replied the man in black, rising to his feet. "We have been recruited to help defend Equestria against him. I'm Steve Rogers otherwise known as Captain America of the Avengers and these are my comrades, Sam Wilson and Wanda Maximoff, two members of my faction also known as Falcon and Scarlet Witch."

A series of murmurs fell upon the hippogriffs, knowing that they were about to be dragged into the abyss that was about to grow wider.