The Marevengers: Equestria's Mightiest Heroes

by applejackreturns

Rating: teen
Tags: Adventure, Princess Celestia, Crossover, Main 6, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Nightmare Moon
Length: 9947

When Nightmare Moon returns, there was no pony who could stop her, until now Edited by TheInvincibleIronBrony

After hundreds of casualties trying to stop Nightmare moon, a team rises, ready to give everything, even their lives, to stop her.

Edited by TheInvincibleIronBrony

Published 2013-12-28 01:20:04 UTC
Last updated 2014-01-14 07:22:42 UTC

Marevengers, Assemble!!!

It was a cold and windy night, but not any night, it was the Summer Sun Celebration, just hours before Princess Celestia lifted the sun, that Equestria stood still, the birds stopped tweeting, the rivers stopped singing, and everypony stopped their celebration, for Nightmare Moon, the goddess of the night and treachery, after one thousand years of being imprisoned, returned, thirsty of vengeance against her sister, against those who didn't support her cause, for she came here to rule, to punish those who believe in freedom, those who know what is right, she is determined, she is angry, she has an army.

She began, by destroying Ponyville, and murdering the ones who wouldn't join her, setting every building on fire, and bringing the eternal night she promised.

And when all hopes were lost, there she came, Twilight Spark, genius, billionaire, playboy, philanthropist, and also IRON MARE, to stop the evil witch and the darkness.

"Stand down." She said with a robotic voice. hovering in the air, with a hoof raised, pointing at the princess.

"Nightmare Moon bows to nopony, thou shall feel my wrath!" the witch said pointing her horn at Iron Mare, reading her shot.

But before she could fire, a giant pink shadow appeared beneath them, grabbing Nightmare Moon and tossing her into the ground, where she fell with great force.

"PINKIE SMASH!!!" Said the pink monster with great rage in her voice.

"Just in time Pinkie." Said Iron Mare, landing on the ground "But I had everything under control."

They both looked at the unconscious body of Nightmare Moon, they crossed eyes, and after a few moments later, Spark decided to handcuff her.

But moments before she did, the witch raised her horn and shot a powerful beam at Iron Mare, sending her a few yards away, then standing up, facing Pinkie, and shooting another blast, which Pinkie deflected with her enormous arm.

"Die foul beast." she said, shooting again, hitting Pinkie's head, but not stopping her from getting close, and tossing her through a thick wall, and making a building collapse.

"Spark!" Said a mare with a yellow coat and pink hair "Oh my, are you OK?"

"Well, I've had better and worst times, Pym." Exclaimed, while standing up "Better use those particles of yours to stop this."

The battle between Pinkie and Nightmare Moon was a very violent one, either one or the other flew across the airs from time to time. The goddess of the night was a mighty foe, even against a beast of pure strength like Pinkie.

"Spark, have you seen Wasp or Hawkeye?" Said Flutter Pym while putting on a very shiny helmet, with the form of a rabbit, and pressing a big round button on her metallic belt "I haven't seen them since the attack started."

"What, you missed us Flutters?" Said a cyan pegasus, with a bow on one hoof and an arrow on the other. By her side came what looked like a flying bug, and with a blink of an eye, transformed into a white unicorn with butterfly wings. "Hello dears, you called?" She said with a fancy accent.

"The situation was under control the moment i came in." Said Iron Mare "But now Pinkie is taking care of her" And just as that last word came out of her muzzle, a bright spark of light, followed by a deafening explosion and a flying Pinkie, appeared in front of everypony.

"Thou puny ponies, dare challenge ME!!!, well, i have no time for this, I'll let my army handle you." The witch said, turning around, and into the fires of the city hall. And just as she entered, the sky was covered in an even darker shadow, and the sound of buzzing filled their ears, making Pinkie stomp the floor in rage.

"Calm down everypony, we need to focus, our primary objective right now is stopping the witch, so I'll go get her, you keep this... army, busy" Spark said, taking off the ground and flying rapidly into the building Nightmare Moon was in.

"So, what's the plan?" The Wasp asked, while shrinking into the size of rat, and charging a yellow beam on her horn.

"Pinkie and Animal Girl take on the Juggernauts, Wasp and I will hold the rest" Said Hawkeye with determination, while tensing her bow and choosing the target that will die first "Marevengers, GO!"

As soon as she said that, she released her arrow, which landed on a flying Changeling's eye, and the exploding arrow, killed a few others, just so Pinkie could smash the crap out of some Juggernauts.

"Where are you, witch? Spark said with a tone of frustration, looking between the rubble.

"I'm right here" A voice in the cold air said "Come with me, i have something to show you"

"No time for your games, witch, just show yourself and ..AHH!!!" Iron Mare screamed, as a purple beam hit her back, sending her with great pain to the ground, and rapidly turning to return fire, shooting multiple beams out of her hooves, but it wasn't very effective, for Nightmare Moon created a shield around her.

Iron Mare kept trying to penetrate the shield with her beams, augmenting their force, but nothing seemed to happen, while slowly the princess walked at her, with a devilish smile on her face.

"My army could use a pony as powerful as you, join me and you will live" Said as she stopped mere inches away from her, as Spark used all the power the suit could handle to destroy the shield, but it seemed unbreachable.

"I will never join you witch." She said, focusing all the power in one last shot, doing nothing.

"Then, thou shall die." Nightmare Moon said, making her shield fade away and lowering her horn, pointing at the defeated Iron Mare, ready to strike "You would have been my general".

And just as she unleashed all her power upon the fallen mare, a figure appeared from the darkness, just in time to deflect the powerful beam, sending it back to where it came from, and striking the witch, sending her several feet away.

"What took you so long, Cap?" Said Iron Mare, relieved that she wasn't dead.

"Couldn't find my suit, and then I remembered it was at the laundry, so I had to pick it up" Said the captain, helping her friend get up "No time for dealing with her, we must help the others."

"They got it under control, Pinkie is with them" Said Spark.

"Wait, so she is back?" Asked the Captain in disbelief.

"Yeah I know, never thought she would, not after what happened in Appleloosa" She replied, cleaning her armor "So, what is it Cap, our next move?"

"Let them keep the army busy, while we find the source of her forces" She said with great determination "This war has to end, today".

Author's Note

let me know if where i can improve, fell free to judge

The Everfree Forest

"Come on Spark, we need to find the nest and destroy it." Applejack said, as she ran out of City Hall, and into the plaza, where battle was being held. Pinkie jumped high and smashed entire groups of Changelings, while Hawkdash fought against an entire swarm hoof to hoof, The Wasp blasting some Changelings with her magic, and Animal Girl called some bears to help in the fight, and using her particles to increase her size, and smacking the Juggernauts into oblivion.

"Hang on, super soldier, my energy levels are low, I need a refill" said Iron Mare, while she tested her blasters, noticing the low power "If we go there it will be only you, since I can't do much without my armor."

As they chatted, a group of Changelings caught they're sight, hurriedly flying towards them and readying for battle. Applejack took notice of this, prepared for battle.

"Leave them to me Spark, we need your chest blast to destroy the nest" she said, positioning herself in front of Iron Mare, to protect her from the magic. "I can handle them"

Just as they spoke, the first blast came, Cap deflecting it in another Changelings direction, killing it. Then more blasts came, each and every one of them being redirected into hitting a Changeling. Just as they realized how useless they're actions were, decided to take her hoof to hoof. The group landed on the ground, with fierce looks in their faces, crossing eyes to see who was going to attack first. After a few moments an eager Changeling came rushing to attack Captain A'mare'ica, and as soon as he was close enough, she swung her shield with great force, meeting the Changelings face, sending him back to where he started. After that, they decided to attack all at once, and with a swing of her shield, knocked three into the ground, and taking the others out with her powerful blows.

In Equestria there was never a fighter so skilled and agile as she was, able to take foes far stronger than her, so a group of Changelings were not a problem. The fight was coming to an end when their numbers were less than a dozen. As soon as Applejack's last blow struck a Changeling's face, and sending him yards away, the battle was over, at least for now.

"Nice moves you got there Cap, but we still have to find the nest." Said Spark, a little impressed "And how do you propose we find it?"

"We follow those cowards right there" Applejack said, pointing at a group fleeing into Everfree Forest, trying not to get smashed by Pinkie "They will lead us right into the nest"

"Should we tell the others?" Asked Iron man looking at his battling friends,

"There is no time, if we don't destroy it, not even us will be able to stop them" Assured Applejack.

After what felt hours, Hawkdash was out of arrows, fighting with her bare hooves, getting a hit here and there, exhausted and injured, breaking some Changeling jaws and trying to hold the never ending army. She was a skilled mare, trained by Captain A'mare'ica in the art of fighting, although physically weaker than Cap, she was able to hold her ground, and as a field strategist, was the second in command, after Applejack of course.

"Pym, I need you to take on that battalion, Wasp, clear the air, do not let them shot us, and Pinkie..." She said, as Pinkie turned her head waiting for a command "Smash" And as soon as she said this, Pinkie jumped at a great height, taking a whole group of Changelings and smashing them into a building.

Moments after Pinkies jump, Hawkdash took a magic beam to the chest, burning her coat and sending her onto the ground, where she panted in pain, crawling away from her aggressors.

"Dash!!" Pym shouted, as she shrunk into normal size, running in her direction through the midst of the battlefield "Dash, oh no no no no..."

"Do not waste time Pym, they cannot fight by their own" Hawkdash heavily said "I'm going to be just fine"

"They can wait, you need medical attention, we must get you to a safe place" She said, dragging her friend inside a building

Pinkie jumped from one building to another, smashing groups of changelings, while Wasp fought in the air, shooting yellow beams out of her horn, and none of them knew what just happened to their leader.

"Stop moving, you are gonna make it worse" Flutter said, as she attended Dash "You are very injured, but I think I can heal it"

"Top priority right now is holding off the army, stopping it from spreading, not healing me, I'm you superior, and I order you to go back and help the others" Hawkdash said, with firm voice

"But, but..." Flutter initiated.

"Go, NOW!" Dash interrupted "Cap said hold the army, and that is what where are going to do."

Flutter Pym looked at Hawkdash with sad eyes, not wanting to leave her friend behind, but orders where orders, and she didn't dare not follow them, so she turned arround, giving her friend a final stare, before exiting the building, pressing the round button on her belt, and transforming into giant girl, just so a couple Changelings shot her in the face, infuriating her, as she slammed them into oblivion, and smashing a group on the ground with her giant hoof, filled with rage.

"Be quiet, they'll hear us" Whispered Applejack as she hid behind a tree "Hide, we don't want to alert them"

"Well, my armor was designed to be a powerful machine, not much of a stealth suit" Spark replied, making loud metal noises as she trotted behind the Captain "You know, I think this is pointless, you could destroy the nest by yourself."

"Thanks for that Spark, but I need what's in your chest" Captain A'mare'ica whispered "Your chest thingy has enough energy to blow a cave into ashes"

"You mean my reactor? My magic supplement? The supplement I need after you broke my horn? That reactor?" She said with an angry tone.

"Are you seriously bringing that up, right now!? Those were different times Spark, we were enemies, but now we must fight together to stop the witch!" Applejack shouted, drawing the attention of the Changelings they were chasing, and making them bolt "Oh perfect, now everypony is gonna now our plan!"

They both chased the fleeing Changelings, trying to catch up, just as soon as they unfolded their wings, the two ponies knew they weren't going to catch them, but something else was going on in Applejack's mind, that they didn't need to catch them, just take them down, and as the thought faded out of her mind, she grabbed her shield in a throwing position, and with a body spin and years of training, let the shield go with impressive speed, hovering between trees and branches, until it arrived it's destination, hitting a Changeling in the head, bouncing and hitting another Changelings in the forehead and a last one in the back of his neck, then ricocheting in a tree trunk, and landing on Captain A'mare'ica's hoof. And as soon as they got close to the Changelings, one stood up and attempted to fly, Cap readying her shield, as the Changeling took off, just to be blasted by a magic beam, shot by Iron Mare.

"I told you we needed all the energy in the reactor!" An angry Cap said, facing Spark "I could have taken him"

"I didn't want you to take all the credit" Said Stark with a grin on her unmasked face

"Do you think this is a game? Do you think our friends are risking their lives for nothing? There is one reason why you could never be a leader like you always wanted, and it's because you are unstable, you don't care for nopony, you are reckless and naive" She shouted.

"Oh I'm sorry, lab rat, but apart from you, I didn't gain all my powers out of an experiment" Iron Mare said, almost touching Cap's muzzle with hers. "See this suit? I created it, out of my genius, because of the lack of magic your stupid shield provided me"

"Do you want me to do it again? Because i will if you want me to" Applejack said, holding her shield with great strength, as to let Spark know she was ready to fight.

There was a moment of stares between the two, not knowing who would attack first, and after some thinking they came to a solution

"After this ends, I will take you down, Apple" Said Twilight.

"After this ends" Repeated Cap.

Even though they ventured deep in the Everfree forest, they still had no idea where the nest could be. They were both looking for a path that lead them, but there were too many leaves that it was made to difficult to locate it.

After a few minutes, Spark found it thanks to her OWLICIOUS system

"Found it" She said, leading the way "It shouldn't be very far from here"

Both trotted in silence, an uncomfortable silence, until they got to a rocky road, their senses telling them they were close, and their senses were right, for they found an entrance to a big, mossy and dark cave, to their surprise unguarded.

"Do you think this is it?" Applejack asked

"What better place to hide an army than a giant cave" Spark said, annoyingly "Especially a Changeling one."

They got close to the entrance, ready to defend themselves if somepony came out but nothing came out. As they got to the entrance, they peered their heads in, and the expression on their faces said a lot.

"Am I dreaming?" Cap asked.

"If we are, it's a preety weird dream" Spark answered.

And they had a good reason to be surprised, for what they found inside the cave wasn't just an army, but thousands upon thousands of Changelings, and other beasts they could recognize, like manticores, minotaurs, and, is that a dragon?

...And into the nest

The night breezes were cold and humid, the leaves fell with a cracking noise, the wind felt evil and sinister, the rivers became black and filthy, and stopped singing the beautiful songs they used to sang, before the darkness.

Ponyville, the once glorious town, filled with laughter and happiness was no more, the smell of cupcakes was gone, replaced with the evil air The Marevengers now breath.

The town was filled with roaring fire, that burnt the buildings ponies used to call homes. The deceased were beyond counting, the streets were filled with corpses and blood, the advancing army of Changelings surrounded the remaining Marevengers, blindly shooting at the superhero team.
Meanwhile in the Everfree forest, Apple and Stark where discussing how to destroy the infested nest.

"There is no way my chest beam will be capable of destroying such a huge cave" Spark said "We should go back and bring Pinkie, I know she would enjoy it."

"We are not going back, see the formation? They are getting ready to attack, probably Canterlot" Cap replied, pointing inside the cave.

"Canterlot is the saffest place in Equestria, there are two thousand soldiers and five hundred guards, there is also a powerful shield around the city that even I can't penetrate, besides, the princess resides there. It wouldn't be so wise to attack the city, not even with this huge army." Iron Mare said.

"But is not the army alone, the witch is leading them, and she is more powerful than any of us, together or not."

"You've got a point there Cap, the witch is almost unstoppable, not even Pinkie can stop her" Spark said, a little worried.

"We've got to find a way to destroy the cave, what about you help me think, Spark" Applejack said.

After some thinking between the two, and exchanging some suggestions, a light bulb turned on inside Cap's head, she had an idea.

"Pony Kai" Applejack said.

"Pony what? Twilight asked.

"Pony Kai, a duel, between the leaders of two groups, a duel, to death" Captain Equestria said.

"Wait, you plan to enter that infested cave?" Spark asked a little surprised.

"What other choice do we have? You can't fight, so it's gotta be me" Applejack replied, looking inside the cave.

"Do you think they will let you in, fight their leader, and, just in case you win, let you go unharmed?" Iron Mare asked, not believing what Applejack was suggesting.

"I doubt they will let me go, but we need a distraction, and while I'm fighting, you can search for the energy source" Applejack said, catching sight of an enormous Changeling, as big as a manticore, recognicing right away who he was, and that in a few minutes, she was going to face him.

Iron Mare also caught sight of the unmistakable leader, and dropped her jaw in misbelief.

"I don't know Cap, is not that I doubt your abilities, but that dude, seems pretty tough" Said Spark, finally closing her jaw.

"I can take him" Applejack said, knowing it wasn't going to be close to easy.

"So, you fight and I find the heart of the cave, then what, we just die buried down there?" Spark asked.

"It would be nice to get out of there in time" Applejack said with a chuckle "But if we die there, I just wanted to say, that it was a pleasure to meet you, and that our friendship..."

"I get it, I get it Cap, just stop being sentimental about it" Said Spark shaking her hoof "Now, let's go destroy that filthy nest"

After some meditating, and looking at the probably last stars she will ever see, she got out of their hidding spot, and inside, starting to walk down the cave, grabbing the attention of several Changelings, while Spark waited outside.

"State your business stranger" A Changeling guard growled, showing his spear.

"I came here, to challenge your leader" Captain A'mare'ica said with a serious face "Tell him, I challenge him to Pony Kai"

The guard, after looking at AJ's face for a while, turned around and started trotting away from her, looking for his general.

After she received a few nasty looks from the changelings, the guard came back up, stopping in front of her.

"The leader agreed to your challenge, he will be waiting for you at the ceremonial arena, follow me" the Changeling said.

He escorted Applejack to the lower chambers, as she received a few intimidating faces from the army, but that was the least of her concerns, she was thinking how to get, if she survives the Pony Kai, out of the deep chambers the fight is going to take place in.

A large group of Changelings started to prepare the arena where the fight was going to take place, cleaning the green slime and filthiness away. After the ceremonial arena was clean, a huge multitude was created around it, Changelings, manticores, minotaurs and dragons were all excited to see two warriors battle to death.

As Cap got to the lower chambers, Spark followed her, gliding over the army, trying to avoid to be seen by the guards.

"I hope this plan works, Cap" Iron Mare whispered to herself.

Cap and the leader got in the middle of the arena, looking at each other, the Changeling with a face that screamed he was going to enjoy killing her, while AJ´s face was a bold one, that said: "I´m ready". The huge size of the Changeling made even someone as big as Applejack look like a squirrel. But she wasn't scared, the size matters, but not here, Applejack was known to be an extremely good fighter, and with her Super Mare Serum, she was able to lift six times her weight.

"No weapons, remove her shield!" Some Changeling yelled "The duel has to be fair!"

A Changeling came by Applejack's side, taking her shield off her hoof and going back out the arena with it.

The arena where they were going to fight, was a huge hole in the ground, the design resembling the Mare'o'sseum.

"Let us see that pretty face of yours, darling" Grug, the Changeling leader said, with a hint of perversion in his voice.

"Remove my wrestling mask, that wouldn't be very professional" Said Cap.

As they spoke, a Changeling with a shirt with white and black stripes came into the arena, with a microphone in hoof.

"Changelings, manticores, dragons and minotaurs, are you ready for the fight of the millennium?!?" He said, raising his microphone to hear all the screams and shouts coming from the audience "In this corner, weighing four and a half tons, the master, the warrior, the man every filly dreams being with, GRUG!!!" He said, raising his hoof again, hearing roars coming from the changelings "And in this corner, weighing... how much darling?, really? ok... And in this corner weighing 300
Kilos, the mare without fear, the devil of the night.... what? oh, THE MYSTERIOUS MARE!!!" the referee finished.

"Ok, I want an unclean fight, both of you are getting out, one walking, one in a box, so please, shake hooves and start killing each other when I'm out" the referee concluded, trotting outside the arena.

"Come on AJ, he is just a chump, you can take him" A voice inside her head said "You could take him if you had your shield" another voice said.

"Shut up, both of you" Captain A'mare'ica said "I need to concentrate."

Almost everypony inside the cave was there to witness the fight, while Iron Mare scanned walls and fissures, looking for the energy source of the cave, as this was no ordinary cave, but a cave with glowing crystals that emanate light, and when great amounts of energy collide with the crystals, it creates explosions beyond calculation.

"Come on darling, you attack first" Grug said " Dont be..."

Grug's line was left unfinished, as Captain Equestria bucked his jaw with great force, slightly cracking it. The powerful kick was powerful enough to make him lose balance and fall back. As soon as she did this, the crowd stopped their cheering, and fell into a deep silence, so deep Applejack felt it was a little odd, after hearing all the noise they were capable of doing.

A few moments passed, and Grug's body was still laying on the ground, as the silence didn't cease.

"I guess, since he is done, and that there is nothing else I have to do ,I, well, will leave, it was fun, hope to do it some other day" AJ said, slowly walking backwards towards the entrance. Just to be stopped by two changeling guards.

"He is not dead yet, go finish him" A changeling growled, pointing at the motionless body that was his general.

"I guess it has to be done" Captain Equestria nervously said, turning around and towards Grug.

"Well budy, I guess..." Applejack started, as Grug started moving, trying to get up.

"I'm not done yet, princess" Grug said, standing up, muzzle bleeding "You think those punches will hurt me?"

Applejack was a little impressed he survived such kick, but after almost taking him down, she had more confidence now. Grug was still dizzy and couldn't see well, but he was full of anger, and wouldn't stop trying to kill Captain Equestria. After some moments, he decided to ram her, trotting towards her with great speed and so did she. The audience started to get exited, as the two came closer and closer, only to explode in cheers when they collided. The collision sent Grug a few yards back, while Applejack was still standing, and ready for anything, except of course, an arrow shot close to her legs, catching her attention, just in time to dodge several others, rolling on the ground. The aggressors then jumped into the arena, crossbows in hoof, charging them as they got close to the Captain.

"It seems like we've got some intruders, just in time to make this match more interesting" The referee said as cheers came from the crowd.

The changelings were getting close, and she didn't have her shield anymore, so she started looking for some cover, and she was looking right at it. Grug started trotting towards her, this time with less energy and speed. An arrow was shot at her direction again, as Applejack jumped to avoid it. She then punched Grug in the neck, making him lose breath, stopping his assault right away, as the other changelings readied their crossbows. Applejack then grabbed Grug as a pony (or changeling) shield, just as the arrows were shot, piercing his hard skin, killing him. Captain Equestria then jumped high, towards the changelings, and sunk her hooves right into two changeling's faces, knocking them to the ground, and tossing another with great force, as one got close and raised his hoof, just so Applejack could buck his face with great precission, grabbing his crossbow, and hit the living crap out of him. The others took turns to attack her, trying to hit her with their crossbows, or attack her with the arrows, but nothing was useful, every attack ended up in Cap stopping it and blowing their faces into Skyrim (Oblivion, Skyrim, Elder Scrolls, get it?).

The crowd was cheering like there was no tomorrow, excited to see how the fight was going to end.

A changeling tensed the string, putting and arrow on the crossbow, pointing it at the fighting Applejack, and after some time aiming, pressed the trigger. Applejack was aware of him, so she grabbed a changeling and tossed him in front of her, receiving the arrow to the neck, as Applejack kicked the shooter's face, making his body land several yards away.

"Mysterious Mare, Mysterious Mare" The crowd shouted, as Applejack finished with the last aggressor.

"We have a champion, fillies and gentlecolts, and it is the extraordinary Mysterious Mare!!" The referee yelled with excitement.

After the fight was over, the gates were opened once again, and inside came an enormous swarm of changelings. Applejack readied herself to fight once again, but as the swarm got closer, she noticed it wasn't a mob, but ratter a celebration group. Several changelings surrounded her, the strong ones lifting her heavy body up, and towards the entrance.

"The fight is over, I need to hurry up" A frustrated Iron Mare whispered "I just can't seem to find.....!"

And that is when she saw it, between a large fissure that ran like a river through the ceiling of the chambers, she found the heart of the cave.

"It is, beautiful" Spark said, amazed at the glowing beauty of the large crystal.

The heart was a large and emerald green gem, that emanated a bright and green light. The heart was the energy source for every crystal inside the cave.

Iron Mare, still amazed by the gem, remembered she had a task to complete, and so she shacked her thoughts out of her head, and started to drain all the armor's energy and into her chest, preparing to shot at the crystal, when a warning from her system came:

Energy levels: low. Insufficient energy to power the chest beam

"Owlowiscious, this is top priority, I need you to drain every last drop inside the armor" Spark said, desperately.

"Draining all, would cause in a severe attack to your magic reactor" The expressionless, robotic voice of Owlowiscious said.

"I, it...... It needs to be done, power the chest beam" Iron Mare ordered.

"Yes sir" Owlowiscious said.

The suit started draining the energy, and after some seconds of charging, a wide white beam was shot out of Iron Mare's chest. As soon as that happened, the thrusters were out, and her magic reactor's light started flickering rapidly, as her body descended to the ground, and hitting it with great force.

Spark couldn't move or talk, her magic started decreasing, and her sight started blackening. But then she heard a familiar voice, calling her with great desperation.

"Spark, Spark, wake up, Spark, the ceiling is starting to crack, and it will soon come down upon us" Applejack said, trying to lift the heavy Iron Mare.

"G-g-get out of here Cap" Twilight weakly said "L-leave me here"

"No chance I'm abandoning you, or we both get out of here, or we both die" Captain Equestria stated.

As they spoke, a large piece of ceiling started to descend right where they were. AJ took notice and started trying to move Iron Mare out of the way with all the strength she had, but it wasn't enough.

Captain Equestria started thinking they weren't getting out of there alive, for she wasn't leaving her friend behind. Then, her life started to pass in front of her eyes, mostly the good moments, the time she got her cutie mark, the time she won her first rodeo, and the time when she met the Marevengers, and began a friendship that would last until the day she'd die, and she felt that day was today, but she was wrong.

As tears came out of her eyes, and landing on Iron Mare's armor, a well known shadow came lurking above them, it was a large, pink shadow, heading towards the huge rock that was falling, and smashing it with a single blow. It was Pinkie.

"Pinkie, take Iron Mare out of here and into her lab, she needs to reactivate her reactor" Applejack said, composing herself, only to receive a grunt from Pinkie, who then lifted Iron Mare, and jumped into the ceiling, breaking through it.

Captain Equestria then stood up, and started trotting towards the gate that separated the lower chambers from the upper chambers. A large group of creatures were rushing through it, as AJ caught sight of her shield, being held by a running changeling. She then started trotting towards the fleeing changeling. When she was right behind him, she grabbed his tail with her muzzle, and slammed him against a wall, leaving the unconscious changeling there, and grabbing her shield.

The gate was flooded with the fleeing army, and getting out was going to take forever, but she had to get out. And so she started swinging her shield, knocking many changelings to the ground, and slowly, started advancing.

When she got out of the chambers, she rushed to get out of the cave, kicking the changelings that crossed her. A quarter of the army was already out, with more fleeing, but Applejack was still inside, trying to make her way through all the creatures.

When she was almost out, the entrance started cracking and crumbling. Fearing that it would collapse, she jumped high above the changelings, and trotted faster than she ever did, and punching those who would slow her.

A part of the entrance collapsed, crushing some changelings, and just as the rest fell down, Applejack with her great impulse, slided just in time to get out of the cave, her head being mere inches apart from a falling rock.

The rest of the cave fell down, killing those who were trapped inside. Only a third of the army survived, but it still made a pretty good number, specially since two dragons made their way out.

Captain Equestria couldn't believed what she just survived, and after convincing herself she was alive, she stood up, facing the rest of the army.

None said anything, as they knew nothing of her, just that she was the survivor of the Pony Kai. But there was a figure that did recognize him, a figure that wasn't inside the cave, but just came to the place. It was a face full of fury and anger, it was the face, of Nightmare Moon.

Pinkie's mission

"Stupid changelings, you will feel my wrath" A furious Flutter Pym said, crushing changelings on the ground with her giant hooves. She was angry because of everything they have done, killing her family, destroying her hometown, and above all, injuring her maref-, her friend. She stomped and squashed every changeling that came to her range of vision, smashing buildings and creating big craters on the ground. The changelings shot her without ceasing, but her heart was full of anger that she didn't care about the pain.

Hawkeye was severely injured, and out of battle, the battle that cost the lives of many of her friends and family. Above everything, she wanted to lead her team, battle against the darkness, but she was in no condition to fight, in no condition to help her friends. She slowly crawled across the building's floor and out of it, heading towards her house. She could see Flutters smashing the enemies in an uncontrollable rage, much like Pinkie's style. She didn't like seeing Pym mad, it crushed her heart in little pieces, because of the secret feelings she had for her.

"Oh Pym, I hate to see you like that" Rainbowdash said, admiring Pym's giant body. A tear rolled down Hawkeye's cheek, and falling on the street's concrete. She closed her eyes, imagining a life without her, as more tears poured out of her eyes.

"Dash, how can you think about this when there is chaos all around you?" She said to herself, as she started crawling again until she got to her house, the one she bought to be closer to her earth-loving friends.

"My arrows, where did I put them?" Rainbowdash weakly said, as she tried to stand up "I must, find my arrows, and, help the others"

She crawled and walked all around her house looking for them, losing her balance and leaning on the walls to prevent her body from falling. Hawkeye looked everywhere, in the kitchen, in her bedroom, she also looked in the bathroom, not finding anything.

"By the mane of Celestia, where are those damned arrows?" She said frustrated, kicking a shirt that was on the wooden floor. She then remembered she always stored her weapons at the armory "Oh silly Dash, always forgetting everything"

She started walking with three hooves, with one caressing her wounds. The walking was made very difficult for her, as the wounds stung her flesh every time she moved. She then got close to a corner that seemed to get nowhere, she leaned against it, resting a bit, before grabbing an old looking sconce, and pulling it downwards. The wall then made some clicking noises, and the sound of rusty gears, before a hidden door was opened in the wall. Hawkeye pushed the door, and started descending down the dark stairs, until she got to a very dark room. She then picked up an unlit torch from the ground, and brushed it rapidly against the wall, igniting the torch, and placing it in what looked like a narrow gutter than ran across the room. When she did, the hole chamber lit up, revealing a hole room full of arrows, swords and other weapons.

"Lets see, normal arrows, Adamantium arrows, poison arrows, and, EXPLOSIVE ARROWS!!, yes, just what I was looking for" She said excited "Now, to kick some Ahh!!..." She said falling to the floor due to her wounds. She tried to stand up, unsuccessful. Her curses echoed across the room, grunts leaving her muzzle from time to time "I will not let some tiny wounds, stop me"

"Where are the others?" Wasp asked as she maneuvered around the air, shooting and evading beams.

"Hawkeye is inside that building, and I think Iron Mare is fighting the witch inside city hall, don't know where Cap is " Flutter Pym said, reducing her size to normal, and hiding behind the rubble "Who is fourth in command after Cap, Spark and Dash?"

"I believe that's you darling" Wasp said, also going back to her normal size and hiding by Pym's side "Do you think you can hold the pressure?"

"I... I... I have to, there is no other way" Pym said, her shy side returning.

"And what are your orders?" Rarity said as she blasted some nearing changelings.

"Our numbers were low even when we were assembled, so I, I... I propose we find Twily and AJ, and summon them here" Animal Girl said, trying to sound like Cap did, not doing it very well.

"I will go to the city hall, you and Pinkie cover me" Wasp said as she turned into the size of a squirrel.

"Yeah, you go and we will cover you, I guess" Pym said nervously "I don't get how you didn't qualify as fourth in comand"

"I refused, too much responsibilities" She said as she took off, flying between the changelings without them noticing her.

"Pinkie... um, Pinkie... Pinkie... PINKIE!!" Flutters screamed with everything she had, grabbing the attention of Pinkie, and the whole changeling army "Smash?"

Pinkie loved that word, "smash", it made her blood flow faster, and made her remember the good times, when the royal guard was behind her, trying to capture her. Those were the good times. But she was distracted from her thoughts, as a grenade was thrown at her face, exploding and making her furious. She then jumped off the building she was standing on, and squished a changelings head in her hand and threw the body at some other changeling.

"Spark, oh Spark, where are you?" Wasp wondered as she hovered inside city hall, avoiding the fire, and examining some black marks on the floor "These markings look like Iron Mare's blasters, but I cannot find her, nor the queen"

She kept studying the markings, hoping to find something that led her where she and Captain Equestria were. She then found near the site where Spark's beams where shot, a familiar strand of hair, a blonde, long and shiny strand of hair, she picked it up with her magic, and smelled it, knowing right away the owner of the hair.

"An apple scented mare was here, probably saving Spark, like she always does, and then I see these hoofprints, leading outside the building, but why didn't they fight the queen? Isn't she the one that we are trying to st--......." She stopped, then started analyzing the situation "Oh I see, clever of you Cap, you went searching for the nest, you and Spark"

She went out of city hall, when she found a group of injured changelings, laying in a circle, Wasp knew Cap's fighting style very well, so she deduced those were AJ's punching bags.

"Hey you, changelings, tell me where did the mare who did this to you go, now!" Wasp said grabbing a changeling by the neck "She and a robot mare went somewhere, tell me where!"

The changeling wasn't paying much attention to her, he was in shock after the beating he took, but this mare looked angry, so he had to try and tell her what she wanted to hear.

"She, I, and...... She wah..... Wa-was that.... thing a she?" The changeling said, his eyes not focusing anywhere "She-sh-sh-sh-she is the devil, a-and she will come for us, she will kill u-u-us all!" He said, rapidly standing up, and rocketing away from the scene, towards the forest.

"Pinkie, follow that changeling over there!" Wasp yelled as Pinkie punched a juggernaut "He will lead us right into the nest"

Upon hearing that, Pinkie quickly bent her legs and jumped through the air, with the single jump making it inside the forest, scaring the few birds that were left. She wasn't good at tailing, but she enjoyed chasing changelings, and that one was going to lead her where she needed to go.

"Pym! Pym! Pinkie is out, it's just the two of AHHH!!!....." She yelled as a red beam struck her tiny chest, sending her body down to the ground.

"Oh my, oh my, what am I gonna do?" Flutters said, hiding behind the big part of rubble that was Wasp's home "Where is Rarity? She hasn't come back yet, and I, I'm alone down here"

The changelings closed to where Pym was hiding, silently surrounding her. She knew what they were doing, but she was too terrified to do anything, she just laid there, waiting for somepony to come and save her. She didn't witness Wasps incident, or the departure of Pinkie, but she did notice the silence that filled Ponyville. The only sounds she heard came from the hot fire that burnt every building down.

As they came closer and closer, Flutter Pym became more terrified, babbling her friends's names, hoping Wasp or Pinkie came to save her, and then she remembered, that two blocks away, the unconscious body of Hawkeye was losing blood. Just imagining her friend dying made her fear fade, replacing what was inside her with blind rage. She closed her eyes as a changeling came really close to her, and as he charged, she opened them, rage filling her eyes, as she grabbed the changeling by the neck and with a fast twist of her hooves, she snapped it. The dead changeling's body fell to the ground, making the others a little less confident.

Animal Girl became Giant Girl as she pressed the big silver button on her belt, making her a thirty feet tall pony, filled with anger, and ready to unleash it.

"Come little changeling, Pinkie wants to play with you" The monstrous voice of Pinkie said, smashing trees out of the way, and trying to catch the changeling.

Pinkie's mind was focused on catching the changeling, and completely forgot what Wasp told her to do. Her body was closing to the changeling's, stretching one arm to catch him, and wondering what was she going to do when she did. The changeling then remembered his wings were intact, so he unfolded his bug-like wings and quickly took off. Pinkie enjoyed squishing flying changelings, so a big smile made its way into Pinkie's face. She jumped high above the trees, stretching her pink arm, and a second before she grabbed him, she saw a big mountain, and on it's base, a huge entrance. This made Pinkie stop what she was doing, and then remembered she was there on a mission.

Upon landing, Pinkie ran through what was left of the forest, reaching the cave. She saw the changeling flying high, and then remembered how fun was to smash them, and everything fun she did that day. She started laughing, as creepy as her laugh could get, and started stomping the ground. As she laughed, her body size decreased, the big muscles faded, and her arms became hooves. Pinkie then stopped laughing, realizing what she did.

"Oh no, oh no, I'm happy now, and I can't be happy, come on Pinkie, think of sad things, yes, your friends dying, and, and, changelings being smashed, hahaha" She exploded in laughter once again, tears pouring out of her big blue eyes, and softly stomping the outside of the cave.

"Ok, ok, time to get serious, I'm on a mission" She said as she cleaned the tears off her face "There is some activity inside the cave, it looks like every beast inside here is going downstairs, oh no! maybe they caught Applejack and Twilight!"

She got inside the now almost empty cave, and into an empty tent, catching sight of a changeling war uniform.

"If I'm going to help them, I need to blend with the crowd" She then put on the outfit "Oh look at me!" She said, looking at herself with a big mirror “I look like a changeling, well, that’s convenient” She then started walking down the rock stairs, trying to figure out what was going on down there. As she got to the lower chambers, her questions were answered, Pony Kai.

"Oh my, Pony Kai, this is so exciting" She said as she got close to the entrance of the arena.

"Hey! This is no free event, you have to pay, three bits, ple....... Wow, that's a nice rump you got there honey, come in" The changeling opened the gate, saliva pouring out of his muzzle.

Pinkie then got in, giving the guard a nice smile, but well knowing what was going on in his mind. As she got inside, she saw the hole thing, her friend, Captain Equestria, in the middle of the arena was getting ready to fight.

"AJ! Oh no! I gotta help her, they are probably going to make her fight a group of dragons or some hy....... Oh wait, it's just a giant changeling, nothing to worry about" She said, stealing some pop corn from the changeling by her side, not breaking eye contact with Applejack.

Pinkie heard the referee yelling some words, but she was at the farthest row of seats, so she couldn't understand what he said, but still yelled like the whole crowd did.

"This battle is going to be so boooooooring, that guy is no match for Captain Equestria, maybe a dragon, but this? Even Wasp has a chance against this dude" Pinkie said, crossing her hooves, frowning.

As the fight started, and the intruders attacked Applejack, Pinkie admired her moves, her punches and kicks. She had a secret crush on her friends, and Spike, and about every pony that lived in Equestria, but AJ was her favorite, her body being the sexiest she ever saw, being as big as Big Mac, and Pinkie loved big things.

"Oh no, I left the cob inside the tent!" She said unhappy "Well, I never tried with my hoof, so I can....." She didn't finish, as she saw that the fight was over, and Captain Equestria was being carried away "Oh come on, I didn't even start doing it!"

After some moments later, the arena started emptying, but she didn't, she was mad that she couldn't do it, she thought of imagining AJ was there, but it wouldn't be the same. Moments passed and almost every creature was out, when a bright spark of light covered Pinkie's eyes, the spark was followed by the crystals inside the cave becoming brighter than before, a white light emanated out of the gems. Pinkie knew the gems, she studied such things, after experimenting with a crystal with magic, it exploded, making her the monster she now is. She then figured Spark's plan, to destroy the cave, bury every creature inside it.

She then started running out of the arena, removing the uniform off her, and towards the exit, when she saw, laying on the ground, Spark, and Applejack by her side, trying to lift her. Pinkie, then, tried to transform, thinking of some really bad stuff, but she wasn't capable of transforming. She tried and tried, getting frustrated as she failed.

AJ tried with all her best to lift Iron Mare, but the armor was just too heavy. Moments passed, and the ceiling started crumbling, big rocks falling everywhere.

"Come on Pinkie, your friends are going to die if you don't transform, come on, Spark, and most importantly Applejack, are going to be crushed by the rocks, even you so........... so...." Her jaw slightly dropped, as a huge rock, started descending upon her friends. She then got sad, sad because she wasn't going to save her friends, when her curly hair, straighten in a puff and tears rolled out of her eyes, closing them, as her front hooves became arms, and her muscles increased in density and size, and as the transformation finished, she jumped towards the rock, clenching her fist, and smashing it with immense force, blowing it into little pieces, and landing at the other end of the cave.

"Pinkie, take Iron Mare out of here and into her lab, she needs to reactivate her reactor" Applejack said. Pinkie took Spark's body, and took off the ground with a great jump, and smashing part of the ceiling. Pinkie, then saw Nightmare Moon's army escaping the cave. She wanted to smash them, but Twilight needed help, so with another jump, she got into the woods, and with another several jumps she made it to Twilight's tree tower.

The return of Nightmare Moon

Canterlot, the once glorious city, heart and capital of Equestria, with the enormous buildings and beautiful gardens, was now burning in flames.
The one responsible was none other than the goddess of the night, Nightmare Moon, and her army of blood-thirsty Changelings. They penetrated the force field that protected the city. Nopony had ever breached such thing, but Nightmare Moon wasn't just somepony, she was the most powerful witch Equestria had ever seen.
The royal guards quickly fell to her immense army, but not without a fight that ended in a great defeat. The walls of the buildings were stained with blood, and the streets covered with pony and changeling corpses. It wasn't a pretty sight.
No pony survived the invasion but one. A mare called Applejack, also known as Captain Equestria, leader of a deceased group of super-heroes. A group created to stop threats like the witch, but she proved to be too much for them, and so, after a big explosion, every member of the group died but this one, the leader, of the Marevengers.
She slowly walked across the streets, limping, looking for survivors, but she found nopony, for this massacre was one that was destined to be in the history books.

Applejack then stopped, and sat right in the middle of the road, touching the wounds the battle left her. She had long cuts all over her body and face, that slowly dripped blood. She sat there for ages, regaining her breath and strength. The smaller wounds already healed, due to her Super Soldier Serum.
Then, distant voices were heard, coming down the road. Applejack knew Nightmare Moon's army slaughtered every last guard there was in the city, but she also knew the army left, when a surprising sunrise appeared in the horizon. She decided hiding was the best choice, so she stood up, and quickly trotted inside a building.
The sounds were getting closer by the second, and the voices turned into growls. Captain Equestria recognized the growls, knowing those were changeling growls.
She peered through the cracked wall, hoping to find out how many changelings were out there.
"Fifteen changelings, without a commander, wandering around the streets, they must have been inside the dungeons when the army fled, and were left behind," Applejack whispered, grabbing her shield, and waiting for the right moment to strike.
"They left without us!" A changeling angrily yelled.
Indistinct growls were heard after that, as Captain Equestria leapt high above the ground, sinking in the middle of the group with her Vibranium and Magicnesium shield, made to absorb vibrations and magic, knocking two changelings onto the ground, while swinging her body and shield, meeting other three changelings faces, sending them flying a few feet away. When the remaining changelings finally realized they were under attack, Applejack charged, just as she delivered powerful kicks and blows that sent the changelings back to where they came from. A changeling shot a cyan beam at AJ, just so she could deflect it with her shield, and hit another one, instantly killing it. After finishing with the last one, two tried to run away, limping down the road. Captain Equestria just stared at them, chuckling, and with a swing, she threw her shield with great force, meeting one changeling's head, ricocheting and hitting the other one, just so it could bounce on a wall and back to it's owner.

"Every time!"Said Applejack with a smirk, turning around to go back to hiding, while her wounds heal. And as she turned around, she saw a black shadow in the sky, an extensive black swarm of changelings approached, and leading was Nightmare Moon.

"She came back, but there is nothing else to do here, so why?" Applejack whispered to herself, entering the building
The queen landed in front of the royal palace, instructing her army to stay there and keep an eye peeled, as she got in the palace.

"What are you up to, witch," Applejack whispered to herself, while exiting the building, heading towards the royal palace, and trying to avoid being seen by the changelings.
"I need to get inside, but the front door is blocked, if there was a... oh!" She said catching the sight of a broken window, in the second floor. Cap wasted no time, and jumped inside, maneuvering so the glass shards wouldn't pierce her throat.
After she got in, she heard the witch and another familiar voice discussing. She began going down the stairs, to get a glimpse of who the Nightmare Moon was talking to, and then she saw Princess Celestia, trying to convince her sister of something. Nightmare Moon grew impatient, yelling from at times, but her sister was still calm, with concern in her voice.

"This, this cannot be stopped, Equestria will be mine, everypony will bow before me," Yelled the witch, with water in her eyes.

"This is madness sister, stop it now, we can rule together," Celestia said, also with water in her eyes.

"There is going to be one ruler in Equestria, and that is going to be ME!!!!!" Nightmare Moon said, shooting a red beam at Celestia, hitting her in the chest, making her hit a wall, before falling unconscious.

"You aren't getting away with this," Captain Equestria said to Nightmare Moon as she turned around to see who talked.

"I'm going to be the one and only ruler of Equestria, everypony will kneel and bow, and so, will you, Captain," Said the witch.

"You don't get it do you? You will be stopped, maybe not by me, but the people that are against tyranny, those who believe in freedom, and what is right, maybe I'll die today, and maybe Canterlot will be yours, but you aren't going to win, when there are still people fighting," Said Applejack.

"Like your team? They are dead now, and there is nothing you can do about it," Nightmare Moon said.

"I can avenge them," Captain Equestria said as she threw her shield at the witch, hitting her muzzle, and going back at her.

"Then, thou shalt die," The witch said, shaking her muzzle, spitting blood.
Both charged at each other, with anger on their faces. as they collided, Applejack was thrown back with great force, landing on the hard ground.

"You are no match Captain, I am a goddess, and you are just a lab rat, an experiment," Nightmare Moon said while walking by AJ's side.
When the witch was right next to her, she got up and swung her shield again meeting the princess's muzzle, just to receive a powerful blow from the witch to her chest.
Captain Equestria knew the witch was too much for her, but Equestria needed her to win, her friends needed to be avenged, and the people needed to be free.
And so the witch grabbed Cap, tossing her high above the ground, landing by the side of Mjolnir, Celestia’s hammer. The princess started rushing to her, she was weak, and no match for her, so she did the very first thing that came to her mind, lifting Mjolnir.
Applejack knew it was impossible to lift it if you weren't worthy of the lightning, but she had to try it. And as Nightmare Moon came close, Captain Equestria, swung Mjolnir, meeting the witch's muzzle for a third time, and sending her straight into a wall, breaking through it.

"Wha... But how, I don't get it," Applejack said, confused.

"You, just like me, are worthy of the power of the lightning, that's how you could lift it," Celestia said, standing up "Equestria needs you, and you are the only one that can stop Nightmare Moon now.

"The sun is rising," Captain Equestria said.

"It means the reign of Nightmare Moon, my sister, is coming to an end," Celestia said, looking at the rising sun "And Applejack, if there is a chance, don't kill her...,"

"I will try not to," Applejack said "But I'm not responsible for what happens to her"

"Agreed," Celestia sadly said "Now go, defeat the darkness"
And so, Captain Equestria grasped her shield and Mjolnir, and going back out of the building.

"It is your destiny, it always has been," Celestia whispered to herself.

Author's Note

Sorry if there are errors or mistakes, this is my very first story, and I will be updating really quick, like one story every three days, and please give it a chance