With Grogar and his allies victorious, the remaining defenders of Equestria were left to pick up the pieces of a war that was lost. Half of the Equestrian population was captured and imprisoned in Tambeleon along with half of the Avengers and the Guardians of the Galaxy. In the streets of Canterlot, Tempest Shadow could only sit in shock and disbelief over Razzle Fizzle being turned to dust.

"So this is what you wanted, isn't it?" Tempest thought to herself, sitting in the same spot where her sister disappeared. "To join mom and dad? Were you really that determined, Razzle Fizzle? I thought we were making amends after all I had done to our family. Were there any other secrets you had been hiding from me?"

Meanwhile, Trixie raced over to the hulkbuster armor and helped Starlight Glimmer out of the armor. The light pink unicorn mare had her body covered with scrapes and bruises.

"You okay?" Trixie gasped as she helped Starlight out.

"I'm fine, thanks," replied Starlight. "Grateful to be alive if that is what you are thinking."

The two unicorns looked out as the shock and the horror of what just transpired was beginning to settle in.

"Starlight, ponies were turned to dust and…"

"I know. It's game over, Trixie. Grogar's won and we lost."

The once proud and boastful Trixie felt her heart break upon hearing this. The carnage caused by Grogar and his allies painted a grim picture of the horror that was now befalling Canterlot.

"Ca…can't we do something, Starlight?"

"We have no choice, Trixie. Have the princesses surrendered?"

"No, they're gone, turned to dust."

Just then, they heard the sounds of footfalls coming towards them and they saw Julia Carpenter walking around, trying to help the injured and the wounded. Seeing that she was trying to help a survivor out of a collapsed, they raced over and using their magic, freed the trapped guardspony out.

"Thanks," gasped the survivor as several medical ponies took him away to be treated.

"Take him to the hospital," ordered Julia as she turned around to face Trixie and Starlight. "Thanks for helping out."

"No problem, Miss Carpenter," remarked Starlight. "We'll help in any way we can. Anypony or anyone else alive?"

"I don't know," sighed Julia, pulling off her Spider-Woman mask. "I haven't heard from Tony or my daughter and its driving me crazy."

"Where is Mr. Stark?"

"He was defending the Elements along with Peter Parker and a few others."

The fear in Julia's voice was impossible to ignore and the two mares felt that they needed to help Julia out in any way possible. Sensing that she needed to be at the Castle of Friendship, Starlight attempted to teleport when a portal formed and out came Chancellor Neighsay with a forlorn look on his face.

"Chancellor Neighsay," cried Starlight, racing over to her. "What happened? Where is Twilight and the others?"

"The Castle has fallen," replied Neighsay, turning his head away in shame. "Princess Twilight and several of the defenders have disappeared."

"What about Tony Stark?" demanded Julia. "Is he alive?"

"The one you call Tony Stark is one of the survivors," answered Neighsay. "Only he, Dr. Bruce Banner and the creature known as Gamora were among the defenders that survived."

"What about the students?"

"They are also among the survivors."

Grateful to know that her husband was alive, Julia collapsed to her knees and buried her face in her hands, sobbing quietly.

"What do we do now?" wondered Trixie, looking over to Starlight.

"For now I guess, regroup," sighed Starlight.

Heeding those words, they all returned to picking up the pieces.

…

Elsewhere, Steve Rogers and Thor were also helping out in finding survivors. Unfortunately, they also found dead bodies of soldiers that were covered with blue tarps in Donut Joe's shop.

"I can't believe this," sighed Rocket Raccoon, sadly looking down at one of the covered bodies. "It's happening again, everyone that I know and love are turned to dust. Let's face it, we've lost this one."

"I wish there was a way we could change the course of the battle, rabbit," remarked Thor, sitting next to Rocket. "Alas, that wasn't the case."

"But…but you're Thor, I thought mere mortals fear the likes of you. Why didn't things turn out the way they did?"

"Because that was how the tide was turned."

"We can't just give up," cried Steve, turning around to face them. "I, for one, know that we can still defeat Grogar and rescue everyone that has been captured. But, I'm just not sure how. There needs to be a way we can go into Tambeleon and attack them the same way they attacked us."

"An eye for an eye?" wondered Rocket. "Yeah, like that is going to solve everything, Captain America. Look around you, half of Equestria and for that matter, half of our team is gone and we are severely outmatched by this cuckoo goat and his band of jackasses."

"Didn't you learn anything after we defeated Thanos? We regrouped and we hit him hard as hard as he hit us. That's what we need to do right now."

At that moment, another dead body was brought into the makeshift morgue courtesy of Jim Rhodes and several other guardsponies. Just then, Starlight, Trixie and the others came walking by and saw them all gathered.

"Jim, I just found out Tony's alive," cried Julia, looking at her best friend intently.

"That's good to hear, Chuckles," sighed Jim, feeling like a weight had been lifted off of his shoulders. "I've been trying to reach him for 10 minutes and I thought he was dead."

"So what happens now?" asked Rocket.

"We have to return to Twilight's castle and prepare for a counterattack," answered Starlight, firmly assuming command of the situation. "As long as our friends are alive, I am not giving up."

"When do we leave?" asked Thor and Chancellor Neighsay produced a portal for them all to enter through.

"We leave immediately," he said just as Natasha Romanoff also appeared. Stepping through the portal, they all made their way towards Twilight's castle and no sooner did they leave at that very moment, Tempest Shadow stepped into the morgue, having arrived too late to join them.

…

Meanwhile, the remaining defenders from Canterlot returned to the Castle of Friendship to find it and the School of Friendship badly damaged from Grogar's attack. Racing to the door, Starlight pounded on it and the door opened to reveal Spike on the other side.

"Spike, where's Twilight?" asked Starlight.

"She…she's disappeared," answered the young dragon. "Turned to dust along with the others."

"We are all that's left," said Tony stepping into the front hall as Julia raced over and hugged her husband tightly, grateful to see him alive. "Myself, Bruce, Gamora and these young creatures. Ow, Julia!"

Julia stepped back and noticed the large bandage Tony was wearing around his stomach.

"Tony, what happened?" she asked.

"I was stabbed in the stomach by Grogar," he answered. "But, I'm alive and that's all that matters. Wish the same could be said for the others."

The pain of losing his protégé and the rest of the defenders was too much for Tony to take and he lowered his head in shame over what just transpired.

"Well, we need to act fast if there is any hope our friends can be rescued," said Starlight firmly. "The rest of Twilight's friends aside from Rainbow Dash were among those evacuated. We need to get in touch with them."

Just then, a streaking rainbow flash across the sky and Rainbow Dash flew down at rapid speed, her Wonderbolt unform torn and her jetpack destroyed.

"Hey, did you forget about me?" gasped Rainbow Dash, gasping for breath at a frantic pace.

"Sorry Rainbow Dash," replied Starlight, placing a hoof on her. "There was no time to wait for anypony else. Where is Spitfire and the other Wonderbolts?"

"Turned to dust, along with Sky Stinger."

A few moments later, Vapor Trail landed in front of the Castle with tear stained eyes on her face.

"Guess we'd better get started on a counterattack," remarked Rocket and the door to the castle closed, signaling the beginning of preparations for a counterattack on Tambeleon.

…

Meanwhile, back in the human world, Sunset Shimmer stepped through the portal to Equestria and found herself back in Twilight's library…