Avengers: Equestria's Mightiest Heroes

by Slam-Manian

Rating: teen
Tags: Crossover, Alternate Universe, Main 6, Gore, My Little Pony: Friendship is Magic, Spike, Comedy, Other, Scootaloo, Adventure
Length: 47130

The adventures of Iron Mare and her friends as they off against Super villans, a Time Travelling Warlord, the God of Chaos himself and many farther beyond

Twilight Sparkle is your average multi-billionaire inventor except for one small difference. She's Iron Mare, the armored super hero. She's been facing super villains for what seems like forever, but things quickly change. More seem to appear, each stronger than the last. As strong and smart as she is, she can't do it alone. But one day she realizes that she isn't and that if the magic of friendship can't be saved, it can be Avenged.

AVENGERS ASSEMBLE!

*NOTE* Changes to tags will be changed when necessary.

A crossover with our favorite MLP Characters in the Marvel Universe setting.

Note* This is a project I've been working on so Criticism is welcome, it's how I learn.

Editor: Bennet001

Published 2014-04-26 05:40:04 UTC
Last updated 2016-11-16 00:11:23 UTC

Act 0: Ch.2 Shining Armor Director of SHIELD

Act 0: Avengers Initiative
Chapter 2: Shining Armor: Director of SHIELD

Iron Mare stared down the pony suited SHIELD agents, ready for whatever they may throw at her as they kept the weapons aimed and poised for the same. “BARB, I don’t have anything planned for tomorrow, do I?” the Unicorn asked.

“No, Ma’am, your schedule was cleared weeks ago so you would have time for one of your ‘Lab days’.” The A.I. responded.

“Good, then don’t wake me up tomorrow, I have a meeting after this and I’m gonna be exhausted when I get home tonight.” Twilight sighed stressfully.

“Understood,”

“How’s the Uni-beam power level coming along?”

“Twenty-six percent after those two repulsor attacks; with no further energy expenditures the Uni-beam will be completely charged in two minutes and forty- three seconds.”

“This is your final warning,” The fore front armored SHIELD agent announced. “Stand down.”

“Look, gentlecolts, I don’t really have time to be hassled, I have a meeting to get ready for, so unless you’re going to thank me for doing your job, I’m not in the mood for this.” Twilight informed them as calmly as she could.

“You’re going to have to come with us, Iron Mare,” The agent told her.

“Again, I have a meeting to attend and I do not want to be late, if you would like to schedule an appointment then my assistant Note Pad would be happy to pencil you in, otherwise, its not gonna happen.” Iron Mare responded still calm, but with a slight edge in her voice.

“Uni-beam power is at fifty-two percent,” BARB announced to her.

“BARB, scan the Ponydroids, please.” Twilight asked.

“As you wish,” With that, the AI quickly began her total systems scan of the Ponydroids.

Twilight’s screen zoomed in on the forefront agent, before the screen made a quick scan, showing the parts and wiring built into the suit and made another scan, revealing the agent underneath. “Alert,” BARB announced as the scan completely and zoomed out from the Ponydroid, giving her full view vision again. “Several components of the Ponydroid armor are derived from Sparkle Industries Technology.”

“Really, why am I not surprised,” Twilight muttered to herself as she took a tentative step forward.

Elsewhere, back aboard the Helicarrier, Shining Armor eyed his sister from the main monitor that was receiving live feed from the armored soldiers on the ground. “That’s some nice armor you got there, who’s your tailor,” She asked, her voice echoing throughout the brig. “I know you can hear me, Shining, so I’ll ask again, who’s your tailor?”

“Director Armor, Iron Mare just scanned the Ponydroid armor,” Trixie informed her boss as she pulled away from the computer. “Why would she do that?”

“Call them back,” He told her, glancing back at her quickly before turning back to the main screen. “Tell the Ponydroids to stand down. We did not come here to fight Iron Mare.”

“But, sir?”

“Do it,” He snapped.

The pale blue unicorn turned back to the computers with her hoof over her earpiece, relaying her boss’s orders to the agents below.

Back down on the field, Twilight was getting more assertive as she took another step closer to the Ponydroids. “You know, I don’t like repeating myself three times because it makes me think ponies aren’t listening to me, so again, where did you get that armor?” She asked this time demanding an answer.

The agents took a few steps back, unsure what the mare might do. “Stay back, Iron Mare, don’t take another step.” The agent told her.

Unknown to them, the drill of the HYDRA Dreadnaught punched through the rubble it was buried under, quickly followed by the rest of it, revealing it to still be completely intact from SHIELD’s previous assault. “Stop playing games with me, where did you get-”

“WARNING!” BARB cut Twilight off when her screen honed in on the Dreadnaught as it turned to the horde of agents before it.

“Look out!” She shouted as she pulled her forelegs up, aiming her repulsors to the mechanical menace behind them.

The Ponydroids responded in fear as they saw the mare arm her weapons and proceeded to act. “Open fire!” The commanding agent announced as the whole squad loosed a barrage of energy blasts.

Twilight couldn’t possibly attack, being forced to turn her head and shield her body with her right foreleg. She grit her teeth and groaned under the pressure of the constant attack, listening to the armor groaning under the stress even louder than herself, but still her armor held steadfast under the assault. Twilight felt the hard thumping and glanced up to see the Dreadnaught closing in on the Ponydroids, standing only a couple feet behind them. “Ma’am, the Uni-beam is now full charged.” BARB informed her.

About time, She groaned inside her mind. Twilight took a chance and pulled her front hooves up at the two Ponydroids at the front and right and gave a quick blast of her repulsors, knocking the two down and out of her line of fire. With the Dreadnaught in her sights, Twilight’s eyes and horn shone brightly as she concentrated her magic to its highest peak. She then focused it into her chest plate and puffed her chest out, aiming the Arch mage reactor at its target with her hooves planted firmly into the ground. With the magical proper transfers, Twilight closed her eyes tightly and released a deafening scream as a mass of pure magical energy erupted from her chest, hitting the Dreadnaught dead center.

The Dreadnaught barely lasted ten seconds as the attack forced it back about twenty feet before it exploded. The explosion that ensued from its destruction was still nothing compared to the force of the blast as it was enough to send the surrounding Ponydroids flying a good ten feet away, crashing their systems and bodies into the ground as well as forcing Twilight back, causing her to dig her hooves into the ground to stop herself from flying back until the blast finally died down.

When the energy dissipated, Twilight felt her body completely give way as her legs buckled under her and she dropped crouched on the ground, breathing heavily. Twilight heard her armor hum back to life as she opened her eyes and saw the ‘System reboot’ sign on her screen. In seconds her systems were back up and so was she. She took a few deep breaths as she looked around at the downed Ponydroids.

While the Uni-beam was easily her most powerful attack spell, if not used correctly it had its draw backs. Normally she would augment the energy to ensure such destruction was kept to a minimal but the situation didn’t call for the necessary preparation she required. “BARB, are they alright?” She asked.

“All Ponydroid life signs are responding.”

“Good,” Twilight say as she walked over toward the nearest one.

The Ponydroid groaned as its helmet sparked. When a shadow covered its head, it turned to see Iron Mare standing over him. “Excuse me, but I need to borrow this.” Twilight said politely as she reached down toward the Ponydroid’s head.

Back aboard the Helicarrier, Shining Armor eye remained on the static covered screen as he watched Iron Mare make a grab for the helmet before the feed died. “We’ve lost all Ponydroid feeds,” Trixie announced, as she glanced at all the static covered screens. “We’re trying to get a fix on Iron Mare’s location now.”

“Let me guess,” Shining sighed as heard the sound of metal straining and bending.

He then turned to see a sizable dent in the floor not ten feet from him, before a blast of energy blew a hole where the dent was and Iron Mare flew through, hovering in midair. Both Shining and Twilight regarded each other in a quick silent stand off before Twilight broke said silence as she said, “You wanna explain this to me?”

She then tossed the Ponydroid helmet to ground, only for it to roll and stop at Shining’s hooves. Iron mare then slowly descended to the floor, landing a couple feet in front of her brother before closing the distance with Shining still standing a head or so taller than her. “You stole my tech,” She told him. “You-”

Twilight was then interrupted when she saw the glimmer of magic in peripheral vision on her right side as well as the sound of weapons being charged. She glanced to her side as saw Trixie with her horn clad in a light azure glow. “Twilight Sparkle, step away from Director Armor, now.” Trixie instructed her, before the armored unicorn looked over her shoulder to all the Earth and Pegasus ponies in the room, aiming an assortment of weapons at her. “You’re under arrest by order of SHIELD. If she moves, open fire.” Trixie told her subordinates.

Twilight paid them no mind as her gaze shifted back to her brother’s, who never once took his eye from her. “Stand down, Lulamoon.” Shining ordered with a wave of his hoof.

“But, sir, she attacked the Ponydroid unit,” Trixie explained as she glanced at her boss.

“No, she saved them from a threat they didn’t see and in case you forgot, she just saved the United Nations from a HYDRA attack while we were on a wild goose chase.” He explained as he eyed her. “So again; STAND. DOWN.” He ordered with authority and emphasis on each word.

Lulamoon eyed the Director for a moment until she dispelled her magic and all other personnel pulled down their weapons. “You used my inventions to make war machines,” Twilight snapped, getting back to the topic at hoof.

“C’mon, Twily, you’ve been selling us tech for years, when you stopped, we just simply . . . modified what you gave us.” Shining explained with a nonchalantly smirk, putting on that natural charm and charisma he was well known for.

Twilight growled in her throat in sheer anger. As far as she was concerned, he lost the right to call her by that nickname years ago, but that was neither here nor there. “Modified . . . try twisted. You twisted what I made and what’s worse; you let it leak to HYDRA.” She told him.

Twilight watched as that smirk quickly changed to stern glare; not of anger, but curiosity. “Come again?”

“That’s right, your precious SHIELD has a crack in it and HYDRA’s been exploiting it. Those Dreadnaughts were about two degrees off from your Ponydroid design.” She explained.

“Those Ponydroids will save lives, Sparkle,” Trixie told her, forcing the two siblings to meet her stare. “That’s why we’re here. That’s what SHIELD does and when you withhold resources from us you’re just giving the advantage over to groups like HYDRA.”

Twilight shook her head in frustration. “Now I have to repeat myself because it’s like nopony is listening,” She groaned before she shouted, “Weapons don’t solve problems, they only make problems worse!”

“Wake up, Twilight!” Shining snapped back. His horn became encased in its cerulean glow as the screens switched to scenes of the destruction from her previous battle. “How exactly do you think our problems are going to get worse? You’ve seen what’s out there; the tech HYDRA’s got; Super-villains coming out of the woodworks; Monsters like Sp-”

Twilight cut him off instantly as her eyes began to glow. Shining knew that was a landmine he didn’t want to step on, especially if he wanted his sister to listen to what he had to say. “Listen,” He said in calming down, as Twilight calmed down and her eyes stopped glowing. “we need Twilight Sparkle, more than we need some armored vigilante. The fact of the matter remains, you can’t do this alone. You’re just . . . one . . . mare.” He said, tapping his hoof against her chest plate to emphasis his point.

“One of me is more than enough,” She told him before she turned around and headed for the exit. “I’ll get my tech back on my own, thank you very much.”

As she came to the front of the barricade of ponies and weapons that were once again aimed at her. She stopped and glanced back at her brother. “Do you really wanna go down this road, Shining?”

The Director gave a small nod of his head, causing his subordinates to stand down and part, making a path for Iron Mare to leave. As she neared the exit she said, “By the way, there’s a small unit of unconscious HYDRA agents down there, waiting for you, no need to thank me.”

And with that said, the sliding doors parted and allowed Twilight to exit and make her way out of the Helicarrier. “Sir, I-”

“HYDRA got into our systems,” Shining cut off Trixie before she even started. “SHIELD has a crack, find it and seal it up.”

“Yes, sir,” Trixie said as she gave a quick salute and headed off to begin her mission.

“And get me the Violet Widow.” Shining demeaned as he turned back toward the monitors as he surveyed the rounding up of HYDRA agents on the ground.

Back in front of the U.N. building a couple of SHIELD Quinjets littered with SHIELD agents were hauling of the newly captured HYDRA agents onboard to their new prison cells. As one HYDRA agent was being loaded onto the transport, he looked up to see Iron Mare flying overhead. To where he knew not, but he did know he had her to thank as he gave a small toothy grin, hiding a sharp feral fang underneath. “Hey, keep it moving, HYDRA scum; you’re all headed straight for The Vault.” Said a SHIELD agent earth pony as he shoved the HYDRA agent with the side of his gun.

The HYDRA agent gladly did as he was told since he knew he would soon be at his desired destination.

Ten minutes later

Back at Sparkle tower, Twilight stood still in her armor vault as BARB disassembled the armor with Spitfire and Note Pad watching her. “You should’ve been there Spitfire,” Twilight said as BARB neared the end of the dismantling sequence. “There were three robots this time and ponies in robot suits.”

“I tried to watch but Paddy wouldn’t let me,” Spitfire said, eyeing the assistant.

“I don’t need to watch to know that she’s going to win,” Note Pad said with a huff as she turned from the accusing Pegasus.

“See, Spitfire, why can’t you be supportive like her?” Twilight asked.

“Cuz I don’t have to suck up to you to get a paycheck,” Spitfire answered sarcastically.

Why is it that I seem to attract the most sarcastic ponies, Twilight thought to herself.

With that BARB finally finished and Twilight was set free from her armor. She took a few steps out, giving her body a few good stretches. A few of her muscles tensed up and she knew she would be sore for a few days. She used her magic to pull her mane free from its bun and shook her head, letting it fall back to its nature style. “Well, now that that’s done, I’m going to take a nice long shower, change and do my final look over for this business meeting with the Flim Flam brothers.” Twilight said as she headed for the door.

“You know, you really don’t have to do this stuff alone?” Spitfire said, getting the unicorn’s attention.

“Do what?” Twilight asked as she looked back at her friend, just as the doors to her vault opened up to her.

“All this,” The Pegasus said as she gave a quick extend of her wings for emphasis and dramatic effect. “This whole lone hero thing; Taking on SHIELD, giant robots, super-villains. The whole world doesn’t have to rest on just your shoulders, Twi.”

“Yes, it does,” Twilight said with a tiring sigh as she looked at the floor. “Look, I know you two always have my back,”

“Well, I guess I’m just software clutter then,” BARB chimed in a somewhat hurt tone.

“Yes, you too, BARB,” Twilight said with a light smile. “But let’s face it, against things like this, who’s gonna help me.”

On that note Twilight left the room and headed out to prepare for her meeting leaving Spitfire and Note Pad to shortly follow after.

Elsewhere, out in the most barren mountainous ranges in all of Equestria, the SHIELD Quinjets, along with two fighter jets were making their way to one of the three high security super-villains prisons. After a few more kilometers, the clouds parted and it came into view; The Vault. Out behind two mountains stood a tall spire, taller than the mountains themselves; there were no windows, vents, or even security from the outside. The only way inside seemed to be a lone landing pad near the top. As the Quinjet neared the base of the spire, the two fighter jets broke off and headed back to base.

When the Quinjet stopped completely in midair, itss wings pulled back upward, as the jets underneath increased their power, causing it to rise up toward the landing pad. Once it was near the landing pad, the wings pulled back forward as it flew into the open access point before it. It then pulled the wings up once again, as it began it’s slow decent down to the landing point.

The inside was littered with landing pads on a multitude of floors, each housing a different area of the prison. The Quinjet finally found its designated landing point and released its landing gear as the engines were deactivated. The Bay doors opened up, revealing Shining Armor at the forefront with Trixie on his right and a slew of cuffed HYDRA Agents behind them.

As they all disembarked, they were greeted by an array of armed SHIELD Agents, prepared to apprehend the new prisoners. “Move ‘em out,” Shining said being the first to step exit the jet with Trixie right beside him.

The SHIELD agents quickly stepped to it and began to move the HYDRA agents off the jet to begin being processed. Shining continued to walk until he was met by a blue coated unicorn stallion dressed in the same SHIELD attire as Trixie. “Director Armor, it’s good to see you,” The Stallion said as he held his hoof out, shaking his boss’ hoof. “But since when do you start overseeing prisoner drop-offs?”

“Since today, when HYDRA escalated their attacks on pretty much everypony,” Shining answered with a simply shrug. “Besides that, I also thought I’d come and check on our . . . mutual friend; see what he knows about this. So I’ll leave you to your work, Point Guard.”

The pony nodded as Shining turned to address his other subordinate, “Lulamoon, let’s go, I got something I wanna show you.” Shining told her as he started toward the elevators.

Trixie nodded and swiftly followed in tow. Once they were inside, they found themselves looking at an open window, showing off line up windows to the Prison cells. When the doors closed and the elevator began to descend, Shining asked, “Okay, Lulamoon, tell me what you know.”

“The Vault is the first of the three super-villain prisons specifically created and designed to hold tech based super-villains and their gear; Designed by your sister, Twilight Sparkle, until she decided to stop working on SHIELD projects.” She answered.

The elevator quickly arrived to the lowest floor and the view was cut off as it was replaced by a new set of doors. When the doors opened, the two SHIELD agents found themselves in a wide hexagonal hallway with luminescent lighting above and set in the walls of the hallway were cells filled with the most dangerous of prisoners the Vault had to offer with a large doorway at the end of the hallway with an ‘H’ painted on it. As the two began to move again, Lulamoon continued her answer. “Current high profile occupants include Crimson Dynamo, Technovore, MODOK, and . . . ,” Lulamoon paused as they reached their destination, the door at the end of the hallway.

“HYDRA’s boss, Baron Wolfgang Von Strucker,” Shining said, finishing her sentence.

As if on cue, the doors opened, unlocked two more sets of doors, revealing a large, dark cold room and in the center of it was a large containment cell, which seemed to be hooked up to an array of wires and tubes. Shining knew this as the high tech life support system his sister made to keep the single prisoner inside and alive as it funneled pure Mana into the cell, seeing as it was the only real thing keeping the prisoner alive. Outside of this cell, he wouldn’t last very long.

Lulamoon’s eyes were widening in fear more than shock, but she quickly composed herself. She heard stories of this pony, everypony in SHIELD did, but to meet him was something only the Director was authorized to do. The two walked inside and saw a single lounging chair and desk were the only furnishing in the cell with the prisoner sitting idly by, silently. He was an elderly ebony black earth pony stallion with a grey mane, sporting a green HYDRA coat and pants with a white afghan underneath. His two most noticeable features were the glass monocle in his left eye and his missing right hoof that stopped at his knee.

Shining knew this as the norm, being the oldest inmate here; the Baron was treated fairly well, since he was virtually harmless. As the doors closed shut behind them, the two agents sat quietly waiting for the prisoner to respond. “Herr, Director,” the Baron sighed in a deep Hoofssian accent as he closed his book and placed it on the desk. “It’s been a vhile.”

Elsewhere, a few floors up in the Processing center, the HYDRA agents were being scanned for any hidden gear they might have stashed away. They were lined up, unmasked, surrounded by armed SHIELD agents as they were herded one by one through a high-tech X-ray, metal/energy detector; a set of SHIELD agents, including Point Guard were monitoring a set of computer screens on the side lines, watching for anything suspicious. “Clear,” One of the agents announced, signaling for the next inmate to go through.

“Clear,” The agent repeated and another inmate was sent through.

On a table behind them, another agent was looking over and cataloging all of the weapons and gear they removed from the prisoners. He found a duffle bag with the HYDRA insignia on it and opened it up. What he found inside was strange red mechanical gauntlet. He looked at it in complete confusion, before turning to Point Guard and said, “Sir,”

But the second he did, the screens flashed red as alarms began to sound. “Agent Guard, look,” One of the Agents exclaimed.

Agent Guard went over to the screen and looked at the inmate being scanned. “Look at his right hoof, he’s got an implant,” The agent told him.

Agent Guard saw it; in the inmate’s right hoof where bone should have been, a mechanical prosthetic was seen going all the way up to his knee. Point Guard focused his magic, while the rest of the armed agents took aim at the inmate as he shouted, “Cyborg! Down on the ground now!”

“Don’t worry, everypony, it’s okay, I got a note from my doctor,” The Inmate said in a rough, eerie tone.

With the help of the X-Ray, the agents watched in horror as the inmate flexed his shoulders as his body began to grow and expand. He stood up on his hind legs as his bones began to shift and from his hooves, claws began to elongate. His barrel widened out as his muzzle narrowed out and his teeth grew and sharpened. When his body was finished, he flexed his right hand and it quickly reconfigured into a two foot long scythe. The creature lunged out of the scanner, revealing himself to be a massive feral Werewolf. “Take him down,” Point Guard ordered as the agents opened fire.

The Werewolf was assaulted by a barrage of magic and energy beams, but it didn’t seem to faze him as he moved with stunning agility, dodging the attacks and blocking some with his scythe. With his speed and agility, he swiftly began to dispatch some of the agents, slashing through them with ease with his scythe and claws. Even as agent after agent hit the floor, the remaining didn’t stop firing. And the onslaught continued until only the Werewolf was left standing. The Werewolf moved over to the assortment of weapons to the duffle bag housing the gauntlet and reached in to pull out a cloak. He quickly shrouded himself, using the hood to cover most of his face, before closing the bag and hauling it off to its owner.

Elsewhere, back at the base of the Vault, Shining and Trixie were just wrapping up their talk with the Baron. “Your questions amuse me, Armor,” The Baron said as he once again picked up his book and continued to read, “a pleasure as alvays.”

“Then we’re done here,” Shining said as he turned around with Lulamoon on his heels.

“Did you really think he was going to tell you anything?” Trixie asked as they exited the cell and headed into the hallway.

“All that shows me is that you need to learn to listen better, Trixie” Shining said in a slightly sarcastic tone. “He told me plenty. Something’s going down, something big and soon. The question is what?”

As if Celestia herself was mocking him, the alarms began to sound off, causing the two to ready themselves. Shining pulled the collar of his jacket to his muzzle, activating the implanted communication device. “Guard, what’s going on,” He asked, but got nothing but static.

Suddenly the ‘ding’ of the elevator sounded and the two looked to see the Werewolf standing in it. “Well, well, the great Shining Armor.” The Werewolf said with heavy sarcasm as he took a few steps out of the elevator.

“Hell Hound,” Shining said glaring at the wolf as he and Trixie readied their magic. “It was a setup. The whole attack on the U.N., all of it; you did all of that just to get in here and spring Baron Strucker. But you didn’t plan for one thing.”

“Oh and what’s that,” Hell Hound said with a toothy grin, flexing his scythe as it gave a menacing gleam.

“Me putting you in here with him,” Shining answered.

Hell Hound lunged forward, poised for the attack as Shining Armor and Trixie unleashed a volley of magical beams at him. Hell Hound continued to dodge the attacks as they came, never slowly down for a second as he advanced. He then turned toward the wall, running up the side as he started making his way above them. When his feet touched the top, he spun around, righting himself as he tossed the duffle bag down at Trixie and before she could do anything, the bag slammed right into her face, knocking her back onto to the ground, unconscious.

Hell Hound landed in a crouch on one knee as he faced Shining again, alone. Shining continued his assault as Hell Hound now bounded forward at him, ready for the kill. The cybernetic mongrel quickly dodged the attacks and closed the distance with his scythe closed back, aimed at Shining’s head. Shining leaned back just barely missing attack, but Hell Hound quickly countered by ducking down and sweep kicking the stallion’s legs from underneath him, causing him to fall on his back.

The second he landed, Hell Hound was looming over him, driving his scythe down toward Shining’s head. Shining quickly jerked his head to the side, dodging the attack, causing the scythe to get stuck into the floor. Before he could pull back, Shining clasped his front hooves on the blade, holding it and it’s wielder in place and then quickly pulled his rear hooves back and quickly bucked upward, landing a clean attack to the Werewolf’s chest, sending him sprawling back.

Trying to keep up the momentum, Shining quickly got up and threw his right hoof forward, landing a strong right cross Hell Hound’s jaw. Hell Hound gave a toothy grin as he swung his scythe, but Shining ducked down, causing it to slice right through the wall behind him. Then in a series of blindingly agile movements, Hell Hound made a number of more slashes before he jumped and landed standing straight. He then pulled up his left paw and snapped his clawed fingers; not before long, Shining heard a loud noise and his eye widened in shock as he looked up, just as debris from the ceiling came crashing down on him.

Not wanting to waste any more time, Hell Hound turned and walked away toward his intended destination, but not before walking over to the duffle bag and picking up off the still unconscious unicorn underneath. The Werewolf made his way toward door at the end of the hallway and when he reached it, he made two quick slashes cutting through the door like paper in an ‘X’ formation, causing the metal to crumble and fall, making a triangle shape opening.

Hell Hound then entered the room and was quickly regarded by the Baron as the imprisoned pony closed his book and stood up to face his subordinate. Hell Hound then made his way over to prison and stabbed his scythe through the chamber, causing the glass to shatter, making an opening. He then got to one knee and bowed as he pulled out the gauntlet and presented it to his master.

“The Claw of Abaddon, Master,” Hell Hound said in his most humbled tone.

The Baron stepped out from his confinement and stopped in front of the Werewolf. Without a word he grabbed the gauntlet with his good hoof and placed it where he missing one used to reside and then he felt it. Mana. Pure mana energy; the gauntlet began to glow a deadly crimson red as it began to feed the energy to its master. The stallion groaned in exhilaration as the power flowed through him and as it did, he felt his body growing and changing. His hooves grew up as bones shifted and became elongated claws. His coat grew into a thicker black fur coat as his chest expanded and finally his muzzle grew and narrowed out until he was a Werewolf, the same as the one before him.

With his instrument that allowed him to drain the living energy from others and his original form restored, he was now complete. Baron Strucker was free. “Hail, HYDRA,” Hell Hound said happily and proudly.

“You haf dun vell, Hell Hound,” The Baron said as he walked toward the exit with his hands behind his back. “Come, ve haf much vork to do.”

Hell Hound quickly got to his feet as he followed behind the Baron to take their leave. As the two exited the chamber, they were met with a row of armed earth pony SHIELD agents. They quickly opened fire upon the two, releasing a full on barrage. The Baron didn’t even flinch as Hell Hound dashed forward and blocked the attacks with his scythe. The agents didn’t relent even as Hell Hound continued to block their attacks.

He then sent a few flying back at their attackers, taking a few of them out in one foul swoop. He then lunged forward to take out the rest as the Baron slowly followed behind. As Hell Hound began to quickly dispatch the rest of their opposition, the Baron stopped as he heard a groaning and turned to see one of the agents was simply stunned with a bleeding scorch mark in his right shoulder where he was hit. The Baron then leaned down and grabbed the pony by his neck with the gauntlet and picked him up, bringing him to eye level.

The Gauntlet then began to glow, enveloping both the Baron and agent in its crimson glow. As it did, the Baron could feel the Mana being sucked from the pony as he watched the creature in his paw getting older and weaker as he felt himself getting younger and stronger by the second. Within a few moments, the pony was an old, withered husk, while the Baron stood taller, his coat had a darker sheen and his mane was a deathly crimson red. The Baron then dropped the lifeless creature and followed after his subordinate. Having cleared the way, the Baron and Hell Hound mounted the elevator and headed upward toward their escape.

As they departed, amiss the ruble, a strong cerulean glow began to shine. It then began to grow brighter and expand into a dome, pushing the debris aside as Shining Armor pushed himself free. When he was clear of the ruble, he released his barrier and looked around him, trying to gain his bearings. When he saw the ground littered with his fallen agents, he knew who to blame and he wasn’t going to let them escape.

Elsewhere, outside the Vault on the lone landing stripe; The Baron leisurely made his way to set of emergency escape chariots as Hell Hound protected him from another squad of SHIELD agents. When the Baron was seated in the passenger’s seat, Hell Hound jumped into the air and landed in the driver’s seat. He then activated the Mana engine, causing the wheels to turn a full ninety degrees until they were directly under the chariot, as the engine activated its magic and the chariot began to hover.

Hell Hound then took the wheel and pushed it forward, causing them to take off along the runway. “Well, that was easy,” Hello Hound said with a calm smirk.

All of a sudden, the hood of the chariot dipped forward as something heavy set it slightly off balance. When it righted itself, the two looked forward to see Shining Armor standing on the hood of the Chariot. “You’re not home free just yet,” Shining exclaimed.

“Armor,” The Baron snapped before Shining leaned forward, giving the older Werewolf as good punch to the face.

The two struggled with each other, while Hell Hound struggled to keep the Chariot stable. Finally finding some purchase, The Baron managed to grab Shining by his head with his Gauntlet and the two quickly became enveloped in its power. Shining tried to get himself free as he felt his strength being drained from him. The Baron smirked as he saw some of the light blue streaks in Shining’s mane go grey.

Knowing he had only one option, Shining wrapped his hooves around the Baron’s arm, and leaned back pulling the Werewolf back with him. The Baron’s eyes widened in shock as the two flipped back off the hood of chariot; feeling the wolf’s grip weakening, Shining kicked him in the chest and extended his right hoof, just barely catching the bumper of the chariot to stop himself from falling. Shining watched as the Baron crashed to the runway, bouncing off the ground until he slid to stop on his back, toward the edge of the runway. He then quickly pulled himself back up to the hood of the Chariot to see Hell Hound looking back at his Master, lying unconscious on the ground. He growled as he turned back to his pursuer and pulled his scythe. “You’re gonna suffer for that, Armor, big time.”

Hell Hound swung his scythe, but Shining jumped up and dodged it. Using the wind force at his back, Shining pulled his hind leg forward and kicked the werewolf right in the face, knocking him from the driver’s seat. When he landed, Hell Hound was already coming at him again with his scythe. Acting quickly, Shining leaned back, dodging the attack, but then countered and grabbed Hell Hound at the wrist, holding him in place. He then repeated the same trick he used on the Baron and pulled his leg up as he flipped back, kicking Hell Hound in the air, over the hood of the chariot.

Before he fell over, Hell Hound quickly righted himself and stabbed his scythe through the bumper of the Chariot. Just as Shining took control of the wheel, he saw Hell Hound looming over him as he took a swing with his scythe. The stallion just barely leaned back into the seat, dodging the strike. Just as the wolf pulled his scythe up, Shining kicked the throttle with his rear hoof, causing the chariot to accelerate and the added wind pressure pushed Hell Hound to fly overhead.

As he reached the rear of the chariot, Hell Hound spun and stabbed his scythe into the chariot to save himself. He then flipped forward, pulling his scythe free as he crouched into the passenger seat with his scythe pulled across his chest. Shining jumped back as Hell Hound swung his scythe, dodging the attack, but found himself falling over the edge. He quickly grabbed the door with his left hoof as Hell Hound stood over him grinning ear to ear.

Hell Hound pulled his scythe up and swung down at Shining’s hoof only for Shining to pull it back and replace it with his right to keep himself from falling. Just as Hell Hound pulled his scythe back to get the other hoof, Shining reached into his pocket and pulled something out. Right when Hell Hound brought his scythe down, Shining let go and began to fall down to the snowy mountains below.

Hell Hound began to bellow a hearty laughter at his triumph. “That’s right, little pony, run; Run with your tail between your . . .,” Hell Hound paused as his ears picked up the distinct sound of something beeping. He then pulled up his scythe to see a small device with a red dial counting down from three. “Aw sh-”

Hell Hound was interrupted as the device exploded, destroying his scythe and chariot in one shot. Shining watched as Hell
Hound screamed as he plummeted to mountains below. Quickly remembering he was in the same situation, Shining focused his magic, encasing himself in a cerulean barrier, surrounding his entire body. When he landed, his barrier sent him bouncing into the air, completely unharmed. When he ascended to the air again, he saw Hell Hound face down in the snow on the mountain side.

He quickly dispelled his barrier as he started falling right above the beaten Werewolf and just as Hell Hound began to rise, Shining landing on the beast’s back, pushing his face back into the snow. “Told you you weren’t getting away,” Shining told him.

Elsewhere, back at the Vault, the Barron was still lying on the runway. He groaned and shook his head as he slowly began to come to. He turned to look at his gauntlet and as he raised it up, a pale blue hoof came down and pressed it into the ground. He looked up to see Trixie, horn aglow with a mass of SHIELD agents looming over him. “Don’t even think it, mister Big Bad Wolf.” Trixie told him.

Trixie quickly used to her hoof to pull the Gauntlet loose from the wolf’s arm. She knew better than to use magic on it, since it naturally absorbed Mana, the core source of all energy. The Baron and Gauntlet gave off a crimson glow as the Baron’s body quickly reverted to that of an old, crippled pony. Trixie quickly picked up the gauntlet as she moved away from him. “Get him back to his cell, now,” She ordered and the agents quickly went to work apprehending the prisoner.

Suddenly, Trixie heard static coming through on her head set. “Trixie, do you copy?” Shining asked.

“Copy, sir,”

“Are you alright, what’s your status?”

“I’m fine, we just apprehended Baron Strucker and are returning him to his cell,” she answered, watching as the agents led the Baron back inside, “how about you?”

“I’m fine, but I’m gonna need a ride and a pair of cuffs, I got us a new prisoner.” Shining said in his charismatic tone.

Trixie couldn’t help the smirk that worked its way on her muzzle. “One pick up, coming right up, sir,” She told him. I guess that’s why they pay him the big bits. She thought to herself.

An Hour Later

After cleaning up the aftermath of the failed breakout, Shining Armor and Trixie found themselves staring at a disgruntled Hell Hound, sitting uncomfortably with his destroyed cybernetic arm in his prison cell. “Assault, conspiracy and infiltrating a government facility; you just broke into your new dog house, Hound, enjoy your stay.” Shining told him as he turned and headed toward the exit with Trixie tailing behind him.

“Director Armor,” Trixie said, trying to get his attention as she got to his side. “This place, the Everfree, the Big House; are all the super-villain prisons like this?”

“No,” He deadpanned. “All four are different.”

Shock gripped Trixie as her body came to halt. “Four, I thought there were only three?” She asked with a raised eyebrow as she watched her boss walk away.

Act 0: Ch.3 Rainbow Dash Princess of Storms

Act 0: Avengers Initiative
Chapter3: Rainbow Dash, Princess of Thunder

It was just another midday afternoon in Manehattan. The city was bustling in full swing as usual for this kind of day. That also included the situation happening down at the shipping yard. Amongst the large freight containers was a squad of police officers lay beaten and barely breathing on the ground surrounded by destroyed, turned over police chariots and demolished freight cargo containers.

A good twenty feet away was one set of freights that stood out among the others because on the side of them read, ‘Sparkle Industries’. Atop the freight was a large crate, but before long, a large wrecking ball came and swung down, knocking the wood atop to splinters, revealing a little of what was inside. The wrecking ball came around again, knocking more the wood of the crate off, revealing large energy gun with a very stocky frame and a large green orb in the barrel. The wrecking ball came back around to its owner as its long hefty chain spun around the front ankle of an Earth pony stallion who stood beside another earth pony stallion with a crowbar in hoof. The two stallions were at least three times as large as any normal pony, their muscles rippled through their form with virtually every movement.

The stallion with the wrecking ball had a light green coat with a yellow mane and a wrecking ball cutie mark and the other stallion had a darker green coat with a dark purple mane. “So this is it, this is what the boss wanted,” The light green stallion said as he walked toward the weapon. “The Mana Energy Emitter; Jeez, Sparkle may not make weapons anymore, but she certainly still makes all the good stuff.”

Before his cohort could comment, their ears quickly picked up the sound of police sirens sounding off in the distance and getting louder by the minute. They turned to see another squad of Police chariots making their way into the shipping yard. “Get your toy, Thunder Ball,” The Dark green told him as he half turned showing off a smirk. “Time to go.”

Elsewhere, out in the city, an Ambulance chariot was zooming passed other pedestrian vehicles, sirens a blaze. In the driver’s seat sat an earth pony mare with a white coat and light pink mane and beside her in the passenger’s seat was a tall, but lanky unicorn stallion with a blue coat and brown mane. The driving mare placed her hoof along the radio, adjusting it as a signal tried to get through. “Reports of officers down,” Said the Dispatch pony, “all units respond to a possible code blue. I repeat, code blue.”

When the signal died out, the blue unicorn turned to his compatriot completely baffled. “Code blue? Never heard of that one before.”

“I have,” The mare said emotionlessly. “It means super-villains.”

As she said that, she turned the corner, their destination just a few blocks away. When they arrived at the shipping yard, they were immediately greeted by the sounds of gun fire and police sirens, which the mare knew was never a good sign. She made a sharp left turn and rounded a corner, but when she started down the street, her eyes widened in shock as a police chariot came hurtling toward them.

She quickly turned and dodged the vehicle, letting it crash to the ground and exploded as she passed it without slowing down a bit. The unicorn found himself getting more terrified by the minute and they hadn’t even arrived on the scene yet. When they finally did, the mare slammed her hoof on the break, being forced to stop with a burning police chariot in front of them. When she turned to look out the window, she saw a mass of police officers trying to hold up against four of the largest earth ponies she had ever seen.

The light green one with the wrecking ball at hoof was known as Thunderball. The leaner looking of the four had a red coat and blonde mane and was known as Piledriver. The bulkiest of them had an orange coat, but his face was hidden behind a heavy, flat-headed helmet; He was known as Bulldozer. And last but not least, the dark green stallion with the crowbar in his mouth was their leader, Wrecker.

She had heard of them once before; the Wrecking Crew. They were four earth pony stallions with no real super powers, but their immense size, gave them immense strength and they used to take and get whatever they wanted and when they did, they certainly lived up to their name. While they weren’t big time super-villains, that didn’t make them any less dangerous if the sight before her was any indication. The mare quickly grabbed her medical kit in her teeth and exited the vehicle, making her way to the closest police officer and began to work on him.

As she did, the officers continued to try and hold the Wrecking crew back but it was showing to be pointless. Piledriver jumped up into the air and landed atop another police chariot, crushing it underhoof. He then quickly tore off the hood and tossed it like a Frisbee, knocking down a slew of officers. Bulldozer quickly took point and started charging more of the officers. They continued to unload shot after shot at him, but their attacks simply bounced off of him like they were nothing. As he got close, the officers quickly dispersed as he leaned his head down so his helmet would take the brunt of the blow. When he finally connected, his helmet smashed against the police chariots knocking them aside as if they were nothing.

With the Wrecking Crew making short work of the police officers, the mare worked as fast as she could to try and help the wounded. What she didn’t notice was that the last of the officers were a few feet in front of her as Wrecker came swinging with his crowbar, knocking them all down and out. The last officer tried to hold up his weapon to fight back, but soon dropped and passed out. The Mare stared in worry and horror. She knew she had to help them and do something but beyond her medical skills, she could do nothing else.

She turned back to the Ambulance to see her compatriot had not even left the passenger’s side seat. “Come on and help me,” She told him,

“N-N-No way,” He stammered in fear. “This is crazy.” He quickly enveloped the open driver’s side door in his magic and shut it closed.

The mare was about to say something when she felt the ground start to tremble slightly. She turned to see Wrecker, Bulldozer and Piledriver a good ten feet from away, surrounding her. Her eyes then quickly trailed up to see Thunderball standing atop a mass of freights with the Mana Energy Emitter mounted on his shoulder, aiming it at her and the downed officers.

“Let’s give this thing a test run and see if it works. I’d hate to give it to the boss if it’s defective.” Thunderball said as the weapon hummed to life and began to charge. Energy began to build and spike out from the orb, but suddenly out of nowhere, something flew and slammed into Thunderball, knocking the weapon from his hooves and sent him flying back, causing him to crash into three freights with so much force that they began to bend around him.

Whatever hit him, pulled back, allowing him to drop to his hooves groaning in pain. When he looked up a large double-sided hammer flew away from him with so much force it was kicking up wind underneath it. It didn’t have far to fly as it finally came back to its master, latching the strap underneath it to the pony’s hoof. The Wrecking Crew and the mare stared in awe at the cerulean Pegasus towering over them.

She wore a red flowing cape over her black armor chest platting with four silver plated circles on either side of her barrel. She had red wristbands and a golden belt with wings etched into it. Her most stunning feature was her flowing mane that resembled an alluring rainbow. The Pegasus leaned forward slightly as thunder and lightning flashed and crashed from the clear sky above her. “Clear the way mortals,” The Pegasus instructed, her voice booming and echoing almost as loudly as the thunder above. “Rainbow Dash the Storm Bringer will deal with these villains.”

Rainbow Dash gave a few flaps of her wings as she flew down toward the ground, putting some much needed distance between civilians behind her and the villains before her. Bulldozer didn’t hesitate to make the first move, seeing as the mare was much smaller than him, he figured she’d be easy pickings. As Bulldozer closed in, Rainbow Dash didn’t back down a step. She stood her ground, waiting patiently for the brute to get closer. As he quickly closed the distance, leaning his head down to strike, Rainbow Dash pulled back her trusty hammer, Mjolnir across her chest. When he was finally within range, Rainbow Dash gave a powerful swing of her hammer, catching Bulldozer head on, sending him flying back into a pile freights, causing them to topple over him.

The Pegasus gave an unimpressed snort as she turned to make her way to another foe. She didn’t have to look far as Piledriver came from the side and gave her a right cross to the face, causing her to stumble back a few steps. Piledriver continued his assault landing two more punches, causing the mare to rear back and spin to ground, kneeling down to catch herself.

Hm, not bad, Rainbow thought to herself as she felt her enemy closing in on her. She then quickly placed her front hooves on the ground, pulled her rear legs back and bucked Piledriver clear in his chest. The stallion groaned and wheezed as he felt the air leave his lungs, gripping his chest until he fell flat on his back. But not good enough. Rainbow thought as she stood up.

Out of nowhere, Rainbow Dash felt something slam into her back knocking her to the ground. She grit her teeth as she turned over her shoulder just in time to see Wrecker with his crowbar pulled back before he gave another swing, sending her flying off into another section of the shipping yard. Wrecker gave a hearty chuckle in his throat before he heard the rumbling of metal bending and crashing. He quickly turned around just as Rainbow Dash came flying back, blowing the freights from her path. She quickly pulled a lightning charged Mjolnir over head as she closed in on Wrecker.

The stallion quickly pulled the crowbar from his mouth and held it up sideways in his front hooves just as Rainbow Dash swung her hammer down to stop it. Wrecker grit his teeth, groaning as he struggled against the rainbow mane mare. Even though he was bigger, his strength was barely holding her back. Mjolnir was flashing, sending sparks of lightning flying as Rainbow Dash started pushing Wrecker back. “Surrender now and I’ll give you a kindness and show you mercy.” Rainbow told him.

“That makes one of us,” He retorted before he pulled up his left rear leg and kicked Rainbow clear in her chest.

Rainbow Dash stumbled back, giving Wrecker just enough time to swing his crowbar at her side, knocking her to the ground.

At the same time, elsewhere, atop a stack of freights. Thunderball finally managed to get back to his hooves as he slowly made his way toward the edge. He groaned and shook his head, trying to get himself straight when he looked down and saw his attacker Rainbow Dash on the ground and Wrecker a good distance away. He then looked above Rainbow Dash and saw a freight hanging right above her suspended by a crane.

He then pulled the chain from his wrecking ball in his teeth as he swooning overhead as fast as he could. He then released it, sending the massive ball of metal flying at the support beams of the crane causing the metal to bend shaking violently. The machine’s thrashing caused the cables holding the freight to snap and fall atop of Rainbow Dash, crushing her, but not soon after, the entire crane came down, burying the Pegasus underneath.

The Wrecking crew gathered together, laughing hysterically at the fallen mare. “The mighty Rainbow Dash,” Wrecker said, still laughing. “Yeah, right, more like Rainbow Cra-”

Wrecker’s sentence was halted as Mjolnir flew from the debris in a flashy explosion, knocking the rubble from its master and as it flew toward the Wrecking crew. Wrecker quickly dodged as the flying weapon slammed right into his cohorts, sending the three flying back. Piledriver crashed into the side of freight and fell to the ground leaving an indent of his body in the container while the other two crashed into the ground, completely unconscious.

Rainbow Dash walked from the dusty aftermath of her escape, completely unharmed, glaring around at her defeated foes until she heard a scream. She turned to see Wrecker with the white earth pony mare gripped with his crowbar around the mare’s neck, keeping her in place. “Taking a maiden hostage? Truly the villains of this world continue to impress me with how low you will stoop to further your own ends,” Rainbow said glaring so fiercely at the stallion she might bore a hole in his head. “Have you truly no honor?”

“Not even a little,” Wrecker said with a toothy grin.

“Then I suppose I shall finish this with a tactic I believe you are quite familiar with, by attacking a foe from behind.” She told him.

Wrecker’s eyes widened in shock as he heard the sound of something whistling through the air; He turned around just in time to see Mjolnir flying straight toward him. The white mare ducked as the hammer connected with her captor’s head, sending him flying away from her face first into a freight and knocking him out as he fell to the ground. Mjolnir quickly found its way back to Rainbow Dash’s hoof as she walked over to the white mare and helped her up.

“Thank you,” the mare said, taking Rainbow’s hoof.

“No need,” Rainbow said waving off her gratitude. “But may I inquire something of you?”

“Oh, sure,”

“You are an earth pony, correct,” Rainbow asked as the mare gave a simple nod. “You have no powers, no armor, no weapons and yet you selflessly risked your life to help the wounded, why?”

“Because . . . they needed my help, so . . . I helped them,” The mare answered simply. “It’s what I do, I’m a paramedic. My name is Redheart. Nurse Redheart.”

“And I am-”

“Rainbow Dash,” Called a booming, yet feminine voice.

Rainbow Dash and Redheart looked to the sky as a swirl of energy appeared above them. The energy quickly morph into a portal, revealing a large dark blue Alicorn. Her mane flowed with ethereal essence as it seemed like one was staring at a starry night sky instead of a mane. She was dressed in a cold silver armor with a flowing light blue cape at her back lined with an array of different constellations and at her side was a massive sword held in its sheath. “I-Is that . . . ,” Redheart stammered in complete shock.

“Auntie Luna,” Dash replied less shocked and more surprised.

“I bear a grim message from thy mother, Celestia,” Luna told her. “She calls you home. Asgard is under attack.”

Rainbow turned to Redheart and gave a slight bow. “Farewell, Nurse Redheart, I hope we shall meet again.”

Before she could respond, Rainbow Dash spread her wings and quickly took off and flew into the portal. As it closed behind her, Redheart stared in awe and finally when her sense returned she pulled up her hoof and waved, “Bye.”

One Half-Hour Ago

Elsewhere, amiss the deep vastness of space lye a bridge constructed out of the vibrant spectrum of colors. The Majestic Bifrost Bridge and at end of the bridge stood the mightiest kingdom of all the nine realms, Asgard. Its fortress walls stood tall, protecting the village behind, but even further, it protected the golden castle that towered over it all.

Standing at one of the many guard posts of the city, two armored Pegasus guards stood watch over the draw bridge leading to the barren wastelands of Chimeheim, the land of the nearly extent race of Chimera, Asgards oldest of enemies. All was quiet in the golden utopia, until a sudden sandstorm began to rise up from Chimeheim rising over into the city. Such weather wasn’t entirely unusual, so the guards and peasants alike didn’t pay it much mind.

At least not until three large figures came into view, hidden by the massive dust of the sand cloud. The guards steeled themselves, their halberds held tightly in their wings, when suddenly a fourth figure appeared and it appeared to be moving toward the wall. The figure grew bigger and bigger until it finally passed the sand storm, revealing a massive bolder flying toward them. The boulder flew over the wall, slamming into one of the towers, right of the wall, where the catapults stood, causing the structure to tumble.

“SOUND THE ALARM! CHIMERA ARE ATTACKING!!!” One of the guards shouted over the wall.

A horn sounded filling the air as peasants began to yell and scream, running for shelter from the sudden attack. The guards watched as one of the figures came running up to the wall, until it leaped off the ground and a large pair of wings spread from its back. It gave a strong flap of its wings, knocking the some of the sand away revealing it to be a massive lion with patches of scales on some parts of its body, It had horns on its head, and it’s front paws were bird talons.

The two guards flew toward the Chimera, but when they got close, it instantly swatted the two away with its massive paw, knocking them to the ground like they were nothing. It then landed atop the guard post and swiped its claws through the chain, keeping the drawbridge up. When the bridge hit the ground, the Chimera let out a deafening roar. The other two figured walked onto the bridge as the sandstorm began to die, revealing the Chimera’s partners.

One looked like a Woolly Mammoth, except it was doubled in size, had four huge tusks, two large Fang’s protruding from its mouth and it’s trunk wasn’t it’s nose, it was an extra mouth with razor sharp teeth. The other was a massive gorilla with razor spikes, running along it’s bulking arms and spine and a scorpion stinger for a tail. The Lion Chimera leaped off the guard post and entered the city while the others charged forward toward the still closed barricaded door.

The two Chimera torn down the wall with little to no effort, causing the wall to topple as Asgard lay before them. The mismatched monstrosities wasted no time in continuing their assault and as they did, a lone figure walked out from the newly created opening to the city. A lone unicorn stallion with a light brown coat, white hair and matching goatee stood wearing a golden yellow chest plate with a green shirt on underneath and atop his head was a golden helmet with two large horns curved back like a pair of goat horns.

The unicorn gave a toothy smirk, revealing a single elongated fang. “That’s it’s my brethren, strike deep into the halls of Asgard, I want ‘mommy dearest’ to see how her precious son, Discord, takes the throne right from under her hooves.” The unicorn said as he watched the Chimera tear through buildings, reducing them to rubble.

Elsewhere, at the edge of the Bifrost, a lone Alicorn stood watch as was her charge, but to her chagrin, she watched her beautiful home fall under siege. A bright flash shone behind her, but her gaze never left the fortress. The clop of hooves filled her ears as she felt a familiar and grateful presence beside her. “The Chimera march for Celestia’s palace, and with the Celestial Sleep nearing, our Queen is weakening,” Luna told her niece with a stern glare as her hoof anxiously stroked the pummel of her sword. “I would join you in battle, but as Sentry I am sworn to protect the Bifrost.

Luna felt a hoof on her shoulder as she finally pulled her gaze from the city, down to her niece, Rainbow Dash with her infamous smirk. “Worry not, Auntie, I shall make quick work of these beasts and fell a Chimera in your name.”

“Hm, I suppose I could take solace in that,” Luna said with a light smile.

Rainbow Dash then hefted Mjolnir overheard and began to spin it by the strap. She could feel her body getting lighter as the hammers weight slowly lifted her from the ground. She gave a quick spread of her wings and the swung Mjolnir and flapped her wings, sending her flying toward her home. “Be safe, dearest niece,” Luna said giving the mare a silent send off.

Meanwhile, behind the walls of Asgard, the Chimera continued their march toward the palace. A horde of warriors lay in their wake, beaten and defeated. The only resistances they met that were halting their efforts were the mighty Warriors Three, Flitter, Cloudchaser and Soarin, Sir Thunderlane and Lady Lightning Dust. Sir Thunderlane in his dark blue armor and massive sliver horned helmet stared down the mammoth Chimera with his blade held tightly in his right wing.

The Chimera charged with its fanged trunk raised above its head. When it quickly closed the distance, it slammed it’s trunk down at him, but Thunderlane quickly jumped up, dodging the strike just as it hit and landed atop the beast’s trunk. He quickly ran up the trunk as the Chimera pulled it up and when it was close, he jumped onto its left tusk, using his free wing to hang from it. When he saw the Chimera meet his gaze, he launched himself toward the Chimera’s face with his sword pulled forward and stabbed the mammoth in its left eye.

The Chimera reeled back, wailing in pain. In its panic, it quickly lost its footing and crashed toward the ground, but before it did, Thunderlane jumped down landing just a few feet from where the Chimera’s face now lie planted in the ground. With his foe downed, Thunderlane turned to see how his comrades were fairing against the monsters.

He saw the Lion Chimera climbing up one of the palace walls, but just as its claws reached the top, a large ball came and slammed into the Chimera’s face knocking it loose from the wall. Thunderlane quickly released the ball was the pudgy and still ever growing, Soarin. He may not be the fastest Pegasus around, but his weight was definitely something to fear if he threw it around.

As the Chimera fell toward the ground, two streaks flew through the air. Thunderlane quickly took note to the twin sisters, Flitter and Cloudchaser, trying to add some damage to Soarin’s hit. The two quickly flew up into the air then came down in a dive bomb right above the Chimera. Letting gravity do its work with a little extra help from their wings, they crashed right into the Chimera’s chest, slamming it into the ground.

The Chimera growled in pain as the three Pegasi stood over its body. Thunderlane smiled at their teamwork, but his smile quickly turned into shock as he saw the Gorilla Chimera charging toward them. Before he could voice a warning, the massive brute quickly closed the distance and with a swing of his bulky arm, sending Soarin flying into the palace wall, making a dent into it, before falling and collapsing on the ground unconscious. Flitter and Cloudchaser gawked in surprise before turning and being sent knocked back by the Gorilla Chimera’s second strike, sending them crashing into the ground.

The twins tried to pick themselves up, but quickly fell over, beaten. Thunderlane was just about to act when a voice sounded, “Have at thee, Monster!”

He looked to see Lady Lightning Dust charging the best from behind. “Lightning Dust, wa-” Thunderlane was interrupted when the Mammoth Chimera quickly stirred and began to rise.

In one swift motion, the monster, flexed its trunk, knocking Thunderlane a few feet away from it; The Pegasus tumbled as his sword flipped from his wing’s grip. When he slid on his stomach to a stop, his sword was sticking from the ground a few feet from him. He tried to reach out to it, but no sooner did his hoof come up, the Mammoth Chimera’s foot came down upon him.

At the same time, the Gorilla Chimera watched as Lightning Dust bared down on it. As she began to close the distance with her twin swords in both wings and her shield latched to her right hoof, the Chimera aimed its arms at her as it released a storm of quills at her. Lightning Dust continued under the assault, slashing and cutting as many of the spikes as she could and defecting what she couldn’t with her shield. The Chimera really poured on the pressure as more spikes came flying out. Finally forced to stop, Lightning Dust pulled up her shield and used her hooves and swords to brace herself as she took the assault.

When the sound of spikes hitting metal stopped, Lightning Dust pulled her shield down and looked around to see she was surrounded by spikes, but was completely unharmed. “Is that all you . . . ,” Lightning was forced to stop her boasting when she saw the Chimera with its massive arm raised up above her. “Got?” She finished her sentence as the fist came down, slamming her into the ground in a crater.

The Chimera pulled its arm up, revealing an unconscious Lightning Dust underneath. When the Pegasus gave a groan and began to stir, the Chimera raised its arm again to finish the job. But before it could do so, something flew by into its fist stopping it. It turned around to see Rainbow Dash floating just above them. “Stormbringer,” the Gorilla Chimera growled. “Now, we crush you.”

“Have at thee!” Rainbow Dash said as she raised her hammer overhead and flew toward the beast.

The Chimera roared as it threw its fist at her and when the two attacks connected, a massive shockwave ensued, knocking the two away from each other. The two combatants didn’t let this deter them as they both came in for another attack, only for another shockwave to arise as they collided.

As the two continued to exchange blows, atop one of the huts the Chimera didn’t destroy sat a tall, regal phoenix; amidst the havoc, it sat there, calm and still, watching the battle between the young Pegasus and the monstrous creatures. It then unfurled its wings and took off and made its way toward the palace. In the highest tower of the kingdom was a room made from the purest of gold. Everything was polished and magnificently crafted and sitting atop a massive throne was throne was a tall, regal porcelain Alicorn with a multicolored mane. Here sat the Queen of Asgard, the mighty All-Mother, Celestia.

She sat on her haunches with her head down, eyes closed and her trusty trident Gungnir beside her. She could hear the destruction taking place within her kingdom. The booming of attacks filled her throne room. Were she in better condition, she would be out there, defending her home as was her duty, but she knew better. The colors of her mane were slowly fading away, leaving nothing but pink in its wake and with her powers waning, the time of her much needed rest, the Celestial Sleep was drawing near.
Without warning, the phoenix came flying in through one of the many open windows and perched itself onto Celestia’s shoulder.

“Ah, Philomena, what news do you have for me?” The Queen asked, without facing her feathered companion.

The fire bird hunched down, chirping into her Mistress’ ear of what was happening outside. Even though her strength was fading, the news she received managed to lift her spirit enough for her to pull her weary position as she lifted her head and opened her eyes with a small smile on her face. “Rainbow Dash, at last, you have returned.” She sighed happily.

Elsewhere, back on the battlefield, Rainbow Dash continued her confrontation with the Chimera. She managed to finally get a hit in, smacking Mjolnir into the Gorilla Chimera’s jaw, knocking it back. The beast growled in pain, but before she could continue her attack, Rainbow Dash was batted to the ground by the Lion Chimera. Before she hit the ground, the Asgardian Princess gave a quick powerful flap of her wings, stopping herself short a good few inches from the ground. When she touched her hooves to the ground, she heard a roar and looked up to see the Lion Chimera diving down toward her with its maw opened wide, baring it’s fangs at her.

Rainbow quickly pulled her fore hooves up and caught the monster by its massive fangs. She grunted and groaned under the immense weight before she hauled the beast overhead and tossed it aside a good distance away. As the Chimera crashed, Rainbow noticed a shadow cascading over her. When she turned around, she had just enough time to see the sight of the building falling down atop her.

The building gave a loud crash as it crumbled, burying the Pegasus underneath. The two remaining Chimera growled as they looked over their work as the other joined them, making sure they finished their foe. A few moments passed before Rainbow Dash shot out from the rubble, and flew up to the sky with her hammer raised above her. “I say thee nay,” She shouted as lightning began to spark from Mjolnir. She began to spin the hammer overhead, causing lightning and thunder to flash and roar as the sky became blackened with clouds. “Rainbow Dash refuses to be buried twice in one day and she shall not fall by your claws, monster!”

The Chimera inched away from her in fear as lightning began to strike around her and just as Rainbow was about a strike, a familiar voice filled her ears as it said, “Oh I think not, Dashie.”

Rainbow’s eyes widened in shock as the storm clouds overhead lightened up and snow began to fall as ice quickly rose up from under her and encased her in a jagged glacier of icicles. The Chimera stood in awe and shock as the Pegasus seemed completely immobile. Although she was frozen, her mind was still very active. That voice . . . no please, don’t let this be his doing. She thought to herself as she focused her power.

Mjolnir sparked to life once again and in a flash of lightning, Rainbow Dash erupted from the ice, free to continue the fight. However, before she could gather her bearings, the Mammoth Chimera wrapped it’s trunk around her and threw her with all its might into the palace wall, making a large dent when she collided. Dash groaned in pain as she quickly came loose and fell to the ground, landing on her stomach and causing Mjolnir to fall from her grip onto the ground away from her.

Just as Rainbow tried to push herself up, she found herself surrounded by the three Chimera. The Gorilla Chimera quickly pulled up its massive fist and slammed it down atop her and just as quickly as it removed it, the Mammoth Chimera came down on her with its trunk. The two brutes continued this onslaught until Rainbow Dash ceased to get up. When she seemed down, the Gorilla Chimera picked her up in its hand and began to bring her up toward its mouth.

Dash groaned as she quickly came to and saw the Gorilla opening its mouth as she got closer. Rainbow then turned around to see Mjolnir on the ground and reached her hoof out to it, focusing all her power to it. As she was closing the distance to the monster’s gullet, Mjolnir began to stir and jutted forward a few feet. Rainbow focused harder, until finally Mjolnir rose from the ground and flew to its Mistress’ hoof.

When she turned and saw herself looking down the Chimera’s throat, Rainbow gave a quick swing of her hammer, smashing a few of the beast’s front teeth. The Chimera roared and reeled back in pain as it released the Pegasus, allowing her to spread her wings and take to the sky. She stopped when she saw directly overhead and quickly focused her power as Mjolnir shined so brightly it was as if Rainbow Dash was holding lightning right in her hoof. “You have given me a taste of your wrath, Chimera, now you shall taste mine!” Dash said as she raised her hammer overhead, causing the skies to blacken and lightning to flash around her.

“FOR ASGARD!!!” And with that said, she pulled her hammer down, releasing a wide, massive arc of lightning down upon the Chimera. The Beasts roared in pain, but it was all drowned out by the ferocity of the thunder booming overhead. The lightning continued to rain down upon them so strongly their skeletons could be seen through every flash as it seared them to the bone.

When her attack finally relented, Rainbow Dash saw the Chimera were black and charred from head to paw until they finally collapsed to the ground, defeated. Lightning flashed through the air overhead, as if the skies themselves were congratulating her on her victory. However her triumph was short lived as a powerful dark purple energy wave blasted her through two towers and into the ground.

Rainbow quickly picked herself up and looked up through the path of her destruction to see her attacker, the brown coated unicorn floating through the air with his horn encased in the same dark purple energy that hit her. The unicorn lowered himself onto the edge of the second hole Rainbow made and smiled down at her. “Welcome home, dear Sister,” the unicorn said with a cheerful smile. “Like the welcome party I planned for you?”

“Discord,” Rainbow growled at her step-brother as she stood up. “What have you done?”

Act 0: Ch.4 Discord Prince of Mischief

Act 0: Avengers Initiative
Chapter 4: Discord Prince of Mischief

Rainbow groaned in pain as she forced herself up and grits her teeth to stare into the eyes of her brother. “Oh, don’t look so shocked, you knew this was a long time coming, of course.” Discord said, looking down at her with a carefree smile as his magic enveloped his horn.

He aimed his horn at her, and unleased a powerful blast of magic. Rainbow tried to defend herself, but the attack came to fast as it hit her dead in her chest. She let loose an agonizing scream as the magic drove her into the ground, grinding her against it until Discord finally ceased his attack. He then teleported a few feet from where his sister was lying on her back, Mjolnir lost from her grip. “You, Dashie and Mommy Dearest both deserve what’s coming to you, so why are you fighting so hard?” He asked as he used his magic to summon a two foot trident spear with a dark green jewel in the center blade.

Rainbow opened her eyes to see Discord bearing down on her. She forced herself up again, trying to get her hooves under her. When she finally did, Discord was now only a few feet away. “I don’t wish to fight you, Discord.” She told him. “We were siblings once. We played together, fought together. The Children of Celestia All-Mother; It could still be that way again, please, stop this.” She pleaded sincerely.

“Oh, I’m afraid not, you made your choice, Rainbow Dash. Always the valiant one; Always the dutiful daughter and in that choice, you also chose to remain blind to Celestia’s lies,” He practically spat at her with every inch of detest and disgust he could muster. “And for that choice, you will suffer.”

Discord charge a small amount of magic into his horn and blasted Rainbow again knocking her to her back. The Pegasus groaned but quickly regained her composure as she saw Discord coming down on her with his spear overhead. She quickly rolled to the side, just in time to dodge as Discord stabbed the three pointed blades into the ground. “Now, to me, Mjolnir,” She called as she quickly got to her feet.

Mjolnir quickly responded in kind and flew to its Mistress’ hoof just as Discord dislodged his weapon. Discord went for her side with the pummel of his staff, but Dash quickly blocked it. She then countered and with all her strength swung Mjolnir right into Discord’s chest, sending him flying toward one of the Palace Towers. When he collided, the top of the tower exploded into dust and rubble as it crumbled around him.

Not wanting to the give him a chance of respite, Dash quickly took to the skies after him. When she landed atop the spire, Discord was already back to his hooves with his horn aglow ready to strike. He then unleashed a massive blast of magic at her, but Rainbow Dash quickly pulled up her hammer to take the blow. Mjolnir held steadfast as Discord’s magic dispersed around it, protecting its Mistress as she forged herself forward.

Discord growled in frustration as he tried to pour on more magic, but Rainbow Dash didn’t falter. She continued onward slowly but surely bridging the gap between herself and her brother. When she was close enough, Rainbow leaned her head back and flung it forward nailing Discord on his forehead, just beneath his horn. The impact caused not only Discord’s magic to dispel but sent falling off the edge of the tower and onto the bridge beneath it. Discord groaned in pain as he got up, but his eyes quickly widened in shock to the sound of thunder roaring above him.

He turned around to see his sister with Mjolnir raised high above her head, with thunderclouds swirling above her and lightning flashing through the air from the mighty hammer. Lightning started flashing around her and then began to culminate towards Mjolnir, causing it to glow even brighter and Rainbow’s eyes to flash lightning. Rainbow then aimed hammer down, firing a powerful lightning bolt down toward the weakened Unicorn.

Honestly, she’s such a show pony, Discord thought to himself, completely unimpressed by his sister’s display; just before the attack could hit its mark, Discord’s horn lit up and his body quickly dissolved into a swarm of moths and fluttered away. When the blast hit, the bridge was demolished to smoking rubble and when it cleared Discord was nowhere to be seen. “You cannot beat me, brother,” Rainbow said as she forced the storm above to calm. “You never could.”

Unbeknownst to her, the swarm of moths had congregated behind her until once again, Discord had become whole. He focused his magic and encased it around his front hooves as he raised them up overhead and slammed them down atop Rainbow’s shoulders. An audible yelp escaped the Pegasus as the impact caused her to fall to her knees. “Are you so sure, Dashie, things change,” Discord said as he wrapped his fore hooves around her, holding her still as he charged his magic once more.

Rainbow then felt the eerie sensation of her brother’s magic enveloping her before a searing pain set in, causing her to scream in pain. Rainbow quickly threw off Discord’s hooves and reared her rear hooves back and bucked him into the chest, knocking him to the ground. “Please, surrender, brother, it need not be this way,” She said as she turned to face him. And truly, I wish it weren’t. She thought to herself.

Discord chuckled as he got back to his hooves and summoned his magic once more in what Rainbow could only see as a failed attempt to delay the inevitable. “That’s funny, Dashie, because I think it does,” He said with a toothy grin as he saw Rainbow making her way toward him.

“So noble,” He said firing another shot which Rainbow swatted away with her hammer.

“So brave,” He said, releasing another shot that his sister knocked away as she closed in on him.

“So gullible,” He said, giving one final shot that was once again fruitless as Rainbow knocked it away, having finally cleared the distance. She then grabbed Discord by his neck and picked him up off the ground with Mjolnir summoning another storm in her free hoof. “Come, brother, you have much to answer for and I’m sure mother would like to hear what you have to say.” She told him.

A Half Hour Later

In the Palace throne room, Celestia sat atop her throne with Asgard’s champions, Sir Thunderlane, Lady Lightning Dust and the Warriors Three, all waiting for their prisoner to be brought before them. Within a few moments, the Throne room’s massive doors were swung open with a loud audible ‘boom’ as Discord was thrown to the floor just below the steps to Celestia’s throne
.

Celestia eyed her son, who now sat before her in shackles with a magic nullifying ring atop his horn and no sooner did the bound unicorn struggle to his hooves, did Rainbow Dash walk in and stood behind him, taking her place in front of her fellow warriors. “You have gone too far this day, Discord,” Celestia told him. “This is not one of your games. Soon I shall enter the Celestial Sleep and Asgard will not have my power to defend it and here you are bringing Chimera into our midst, to try and overthrow your own mother. Why, have I not raised you, treated you as my own, given you love and compassion?”

Discord couldn’t help but release a hearty laugh that filled the throne room as all eyes fell upon him. “Please, you’re not my mother,” He said as his laughter quickly turned to a look of distain as he eyed the Alicorn. “The mortals call me the God of Mischief, but you’re the Queen of fools as far as I’m concerned; a ruler who shows not love and compassion, but weakness and betrayal. It’s all one big joke to me; to see Asgard fall and Iwill be there to laugh in its ruins, to see you and Dashie here in chains. That’s the punch line!”

“ENOUGH,” Celestia shouted in the Royal Asgardian voice as her eyes and horned glowed with equal intensity. “Discord, it pains me to do this, but you leave me no choice. You are hereby banished to the Isle of Silence, where nopony else will have to suffer your lies and trickery any longer.”

“No,” Discord said in shock as he watched Celestia raise Gungnir and aim it at him. Celestia’s weapon quickly became imbued in the golden hue of her magic as it then fired a beam of magic at her son. “No!” Discord shouted as his body quickly dissipated and disappeared without a trace.

At the same time elsewhere, in the darkest, murkiest part of Niffleheim sat a massive dead tree that’s branches grew so wide and intricately, it was like an island. In a flash of magic, Discord found himself freed from his bonds. He rubbed his neck, where the uncomfortable shackles had been placed before he picked himself and looked at his surroundings. He looked around to see himself surrounded by dead trees, all of which looked like they were connected to each other, no matter where he looked. The air was humid and foggy, but he could still see just fine.

He then saw a shadow pass overhead and saw a crow flying toward a branch above him toward a group of other crows. The crow opened its beak to caw, but no sound came. The crow tried to caw again, but still no sound. The other crows mimicked their comrade, trying to caw, flapping their wings, this way and that, but not a single pitch of sound could be heard. Discord’s eyes began to widen as fear started to set in. He opened his mouth to speak, but not even the sound of air entering his muzzle came to him.

He screamed in an inaudible scream at the silent madness he had found himself in.

Elsewhere, back in Asgard, Celestia dispelled her magic, taking in slow, ragged breathes. Rainbow Dash saw her mother trying to compose herself as her mane started losing more of its color. “Mother,” Dash started as she took a step forward to assist, but Celestia raised a hoof, waving off her daughter’s worry.

Celestia sat up straight, sighing in relief as her weariness faded. “The Celestial Sleep draws near. Once a year I must rest to replenish my strength so that Asgard may live,” She said as she looked down at her daughter. “You have much to prepare for in my absence.”

“Thunderlane and Lightning Dust can protect Asgard while you sleep, I must attend to Midgard.” Rainbow Dash quickly responded.

Thunderlane and Lightning Dust glanced at each other with concern. They knew Rainbow Dash and Celestia have had this discussion many a time, neither giving no quarter. This time however, in Asgard’s most vulnerable time, they feared what might occur between the two in passing of the argument that would follow. “You need to here, as Princess, Asgard is your responsibility, not Midgard.” Celestia told her sternly as all attention came back to the mother and daughter.

“Mother, the mortals need me, more than you know,” Dash said as respectful as could as she took a few steps up the stairs toward her mother’s throne. “I return to Midgard, time and time again, because their world is spawning dangers the likes of which ponykind, mortal or Asgardian has never seen before. Evils that will consume . . . destroy them, unless I am there to stop it.”

“Thunderlane has kept me well informed of these dangers as well as the mortals. They appear to be much more capable than you give them credit for,” Celestia said, trying to match he daughter’s calm demeanor. “You yourself saw the valor in the pony, Redheart.”

“And of course, you were watching,” Dash said in disapproval of her mother’s constant watch of her.

“Watch your tone, Rainbow Dash,” Celestia warned her as her eyes began to glow white hot. “I may be speaking to you as your mother, but I am still the All-Mother.”

“Asgard is my home and I will always be here to protect it, but I will not play this game,” Dash told her as she lowered her head, preparing to let loose words she knew would hurt her mother, but needed to be said. “Discord was not wrong, Mother. You toy with us all, saying whatever you need to keep us underhoof. Weakened as you may be, you could have stopped Discord’s attack long before it started.”

“ENOUGH!” Celestia’s voice echoed through as she finally stood and unfurled her wings with her horn a glow. “YOU DARE QUESTION ME? DEFY ME?”

Rainbow Dash stood her ground and met her mother’s gaze. “Should Asgard be threatened I will be here, until then, I choose Earth.” Dash told her mother with every ounce of resolve and conviction she could muster.

Knowing full well no more words needed to be said, Rainbow Dash turned from her mother and made her way out of the throne room. When the young Princess was out of sight, Celestia quickly calmed herself and took her place, back on her throne. Dashie, you’ve grown so much, but you still have much to learn. Celestia thought to herself.

“Your Majesty,” Thunderlane spoke in a concerned tone.

“There is much to prepare, leave me,” Celestia told them.

The warriors gave their Queen a respectful bow and did as they were told and left her to her thoughts.

Elsewhere, at the entrance of the kingdom, where the Bifrost met kingdom’s fortress walls, Rainbow Dash stood, looking back at her home. All she had known, all she had come to known as the mightiest kingdom in all of the Nine Realms, but she could not think of anywhere else to be, but Earth. The pang of guilt and sorrow that griped her heart for what she said to her mother began to unclench as her conviction took hold. “Mother, you do not understand,” She said aloud, hoping the powerful All-Mother would hear her. “Asgard is the most powerful of the Nine Realms. It has champions to protect it, whether I am here or not. But Midgard has no pony. If I’m not there to protect it than who will? I want to sta-no,” She quickly corrected herself. “I am needed on Earth.”

Taking in one final view of her home, the young Pegasus turned, unfurled her wings and headed off back toward Midgard. As she flew, she caught sight of the Dark blue Alicorn below, but said nothing, while the Alicorn looked up and watched her fly off with sadness in her heart. Farewell, Dashie, may Faust watch over you. The Lunar Sentry thought, giving a silent prayer.

At the same time, unbeknownst to them elsewhere. Atop one of the palace towers, a lone mare stands watching as the Storm Bringer disappeared into a portal, leading back to Earth. She was an earth pony with a grayish blue coat and very slender frame, but her most discerning features were her green eyes with blood red pupils and her green tendril-like mane. She wore a purple skin tight suit with a light green mini skirt. The mare let loose a cynical chuckle that soon turned into full blown laughter. “To think his plan actually worked. This could be more fun than I thought.” The mare said as she took a few steps back.

She focused her magic through her tendril mane, forcing them twirl around her in a spiral as green smoke appeared around them. In one swift motion, she used her tendrils to encase herself in the smoke and when she was fully engulfed in it, she disappeared in a flash.

Elsewhere, back in the Isle of Silence, Discord sat on his haunches among the branches. In the infinite silence, he did the only thing he could think of and recall the events of what lead up to this. In his mind, he found himself in the barren desert of Chimerhiem, surrounded by the band of Chimera he led into battle. “You are in great danger,” He told them, sounding as concerned and authorities as he could. “They threaten your very existence. I have seen it! The Asgardians are preparing to wage war on the Chimera. Even as we speak, they ready their armies. Soon they will move and destroy you all unless you strike first.”

The Chimera all gave boisterous roars of outrage and anger. Now that he thought about, he probably didn’t need to sound so dramatic, but where was the urgency without a little drama thrown in? He was the father of all lies after all. “Yes, Celestia would have you all wiped out, but I alone, stand against her. Join me, and we will strike hard at the very heart of Asgard.” He told them, sounding so confident and self-righteous.

“And what of the Storm Bringer,” asked the Gorilla Chimera as he kneeled down to face his rebellious liberator. “What of Rainbow Dash?”

“Don’t worry about my Step-Sister, leave her to me,” He said with nothing but utter pleasure for what he had in store. “Now, who is with me?”

The Chimera all roared in agreement. If Asgard wanted war, they would have it and the Chimera would feast on the blood and bones of their fallen enemies. Discord smiled as the first step in his plan was set in motion. His mind then traveled a little further ahead, to the next phase in his plan. This step required more tact, for while he was still working with mindless brutes, he couldn’t do so as himself, so disguising himself was quite necessary.

He was now standing before the Wrecking Crew in an abandoned warehouse. He took on a form he knew the brutes would respond well to; a large green minatory with a Mohawk going down his massive oversized head known as the Iron Will. “Now, the Iron Will knows this may sound boring, but the shipment pulls into Manehatten early in the morning. It’s on a Sparkle Industry Freighter and the Iron Will wants it sooner, rather than later.” He rhymed which he sort of liked.

“You got it, boss,” Wrecker assured him as he and his crew left to do their job.

When the Wrecking Crew was gone, Discord dropped his disguise and smiled as step two was underway. His mind skips once again, a little further ahead. He sat once again in the deserts of Chimerhiem, waiting for confirmation from his other cohort. Soon enough he got his wish as a small portal opened up before him. The image of the slender grayish earth pony appeared to him, her cackling already filling his ears as her tendrils writhe around in her gleeful demeanor. “It is done,” She giggled. “She believed me and is on her way to the docks now.”

“Of course, my beautiful Mane-Enchantress,” Discord praised her. “She always believes you.”

“Now we move to the ‘mane’ event?” She asked laughing full-heartedly at her joke.

“Not yet, now it’s time to have a little fun with Mommy Dearest.” Discord told her.

Discord’s mind once again fast forwarded and he found himself kneeled down before the All-Mother herself, but of course under the disguise of Thunderlane. “I’m afraid her behavior is troubling, All-Mother,” He started, trying to hold back his own laughter at this joke of a performance as he looked up to meet her gaze. “Her actions on Midgard are . . . disheartening. She-,” He quickly stopped himself, feigning uncertainty.

“Please, speak, noble Thunderlane,” Celestia insisted.

“Her arrogance is growing,” he answered. “She treats the mortals like children, believing she must protect them from themselves in a manner I believe is simply to feed her own ego and I believe I have found the reason she neglects Asgard.”

Celestia’s face quickly turned to sudden intrigue. “Tell me.” She orders him.

“It is possible that she stays on Midgard because a portal pony has caught her attention. A female earth pony by the name of Redheart.” He answered.

Celestia’s mind quickly became riddled with thoughts and actions she would have to take to deal with her daughter as she quickly dismissed Thunderlane from her Throne room. Thunderlane left, he quickly found a shadowy corner to drop his illusion and return to Discord and set about finishing his plans. As his mind went through the remainder of his scheme, bringing him back to his present, he finally found himself free from his thoughts as he came to a realization. Then, as if on cue, a bright green flash appeared before him as the Mane-Enchantress appeared in a flash of smoke, however, she was not alone; beside her stood a large hulking white coated Pegasus stallion. He had a light amber mane, blood red eyes and a very small pair of disproportionate wings on his back. He wore red and black armor chest plating and shoulder guards, but none on his arms that showed off his bulging biceps and atop his back was massive double sided axe.

Not enjoying the silence for very long, the Mane-Enchantress pulled up two of her tendrils as the two began to swirl and form a small orb of magic. Her tendril then tossed it overhead, allowing it to expand until the energy encased herself and her two compatriots. Discord gave a few audible coughs, trying to clear his throat and get his voice working once more as the Mane-Enchantress started cackling at him. “How befitting, say what you will about the All-Mother, but she certainly knows how to give a proper punishment. What better way to make you suffer than to make you feel the agony of not hearing your own voice,” She said, laughing all the harder. “What say you, my Executioner?”

“YEAH!!!” He shouted simply with a smirk, agreeing with his Mistress.

“Yes, yes, how droll,” He said carelessly. “Tell me, is everything coming along?”

“Yes, everything transpires as you plan,” she giggled with excitement. “Neither Rainbow Dash or even Celestia are aware of what’s happening.”

“Of course they’re not,” he said proudly as he stood up with a toothy grin plastered on his muzzle. “Nopony is ready for what’s next.”

He gave a hearty laughter with the Mane-Enchantress and Executioner joining in as their grand scheme was well underway.

Act 0: Ch.6 Pinkeye and Violet Widow Agents of SHIELD

Avengers Equestria’s Mightiest Heroes
Act 0: Avengers Initiative
Ch.6: Pinkeye & Violet Widow Agents of SHIELD

The two SHIELD agents stood up as the smoke from Pinkeye’s attack continued to fume from her target. When the smoke cleared, both the agents eyes widened in shock. Spike slammed his hand to the ground as he hunched over, completely unharmed from the attack. “Wowie zowie, he can really take a hit,” Pinkeye with a raised eyebrow and a tilt of his head.

“You better run, cuz you just made me angry,” He growled, glaring at them.

“Really,” Pinkeye said with a smile as she notched another bow from her quiver and took aim. “Cuz the way I see it you look more beat up than angry.” With that said, Spike roared as he charged forward, ready to smash the two mares into the ground. Pinkeye loosed her arrow as Violet Widow took point and charged the dragon head on.

When the arrow hit its mark, catching Spike in the side of his head, it exploded on contact, dazing and stopping him for a second. With him distracted, Widow quickly closed the, but Spike saw her coming. He swung his right arm, but at the last second, the limber alabaster quickly crouched down, then leaped into the air, dodging the attack. She flipped easily overhead and when she out of arms-length, she uncurled her body and aimed her ankle gauntlets at Spike’s back, releasing her trademarked diamond stingers.

Spike roared in pain as the diamonds stung him worse than even the armor piercing bullets had. They hurt, but still not enough to do any real damage. Widow finally landed in a crouch as Spike turned to attack. He punched down atop her, but she quickly rolled the side, dodging as Spike’s fist dented the ground. He growled in frustration as he then swung his hand, but she quickly flatted herself to the ground, allowing his massive hand to swing overhead.

With her lying flat on the ground, he pulled his foot up to stomp on her, but she turned over onto her back, aiming one of her gauntlets up and fired more of her stingers into his face. Spike roared as the stingers blinded him, but when he tried to shield his eyes, he felt another explosive arrow slam into him, allowing Widow to fall back and give her partner room.

Off to the side, Pinkeye circled around the two, loosing explosive arrow after explosive arrow at the green brute. She quickly changed it up as she loosed her next arrow and when it hit, a net released, tangling the dragon. By the time Spike tore the net apart, she quickly notched and loosed another. When the arrow hit, Spike felt a powerful surge of electricity ravage his body to the bone. He dropped to his knee, hunched over in pain as Pinkeye loosed another arrow and when it hit, Spike was instantly encased in a thick block of ice.

“Well that wasn’t so-” Pinkeye was soon interrupted as cracks form in the ice and seconds later, Spike broke free with an earth shaking roar. “Never mind,” Pinkeye corrected herself as she grabbed another arrow and fired.

When the arrow was about to hit, Spike caught in hand at the last second with a toothy grin. “You missed.”

“Oh, I never miss,” She assured him. The tip of the arrow then sparked, drawing Spike’s attention. He looked at it with a raised brow as the arrowhead released a massive flash bang grenade in his face, blinding him.

Just off the battlefield, General Belle continued to watch as the two SHIELD Agents kept up their efforts to halt and catch his target. He slammed his hand on the console between the driver and passenger seat, turning on the radio channel to one of the agents. “I told Armor to stay out of this. I’ve been on Spike’s tail since day one!” He told them.

“The chase is over, General, now if you would please just sit back and let us do your job for you. We will take it from here.” Widow told him as the radio channel was cut.

“Open fire on Spike,” The General said, his voice carrying little to no emotion.

“B-But sir, the SHIELD agents, they’re right there,” The driving pony in a worried tone.

“That’s a direct order, Soldier. Fire!” He demanded. Listening to their superior, the soldiers set about activating the onboard missile launcher.

Back on the battlefield, Widow heard the sound of machinery working. She turned around toward the Spike Buster Command vehicle and saw the missile launcher atop it aiming directly at them. Her eyes widened in shock as she quickly put her hoof to her earpiece to contact the deranged general. “No, Belle, you are to stand down. I repeat stand down!”

Her words seemed to fall on deaf ears as the launcher released the missile, sending it flying towards them.

Still blinded, Spike swung his arms and tail around, trying to find the ones responsible for his impaired vision. With his stumbling around, Pinkeye snuck up behind him and with her rear legs aimed between his legs, she bucked her legs up as she said, “Crotch shot.”

Pinkeye’s eyes widened in shock and pain as her legs quickly felt like she just kicked a steel door. “Ow, ow, ow, jeez, do dragons have stone nuts or what,” She said as she hopped around on each foot in pain. Unfortunately for her, because of her attack and whining, Spike knew where she was and immediately swung his arm around and grabbed the pink mare by the head, stopping her from making any more attacks. “Hey, let me go, you big meanie,” Pinkie muffled as she threw her hooves all around, trying to break the dragon grip.

Spike growled as he rubbed his eyes as his vision started to come back. When he opened his eyes, his newly returned vision greeted him with the sight of an incoming missile. He grit his teeth and released the frantic mare in his grip as he charged toward the incoming missile. Widow’s eyes widened in shock as Spike lunged toward the weapon and took the brunt of the blast, causing it to explode a good distance away so it didn’t hit her or Pinkeye.

The explosion created a massive dust cloud that Spike soon went flying out of toward mountain side. When he crashed into, the mountain cracked as fissures began to form in it, causing it to start crumbling. Pinkeye picked herself up and shook her head as her highly trained eyes quickly focused on the SHIELD jet hovering near the crumbing mountain. Her hoof quickly went to her headphone earpiece, turning on radio channel to the jet pilot. “Sweetie Belle, get out of there, now!” She shouted into the earpiece, but it was too late.

The mountain tipped over, slamming into the jet’s right wing, sending it spiraling out of control, just barely able to stay airborne. Spike picked himself up from the rubble of the mountain and saw the jet losing altitude, fast. He then turned to see an open clearing, his way out. He was about to take his window of opportunity and run, but the nagging voice of his other half soon came to him. What are doing? You have to help them. His weaker half told him.

I just took a missile for them after they kept shooting at me. He replied.

C’mon, you’re better than this, I know you are. His weaker half told him earnestly. Before he could respond, the scream of a mare filled his ears as he turned to see the jet nearing the ground in a nose dive. At that point, his decision became clear.

“Sweetie Belle!” Widow screamed in fear as she and Pinkeye watched the jet zero in on the ground. At the last second, the jet stopped cold in its tracks. Widow and Pinkeye’s eyes widened in surprise to see Spike had caught the jet, just in time.

Spike groaned and growled at the immense weight as he looked through the windshield of the jet to see the pilot was a young alabaster unicorn mare like the other he as fighting, except she had a very light purple mane with a pink streak running through it. “Are you alright?” He groaned.

The mare’s body shook violently in fear, but Spike took that as a yes. With as much care as he could muster, Spike lowered the rest of the jet to the ground, setting it on its side. He then backed away, breathing heavily in exhaustion as his head and shoulders slumped down. His exhaustion was soon wiped away electricity rippled through his body, racking his tired nerves and muscles in pain. When the surge ended, Spike collapsed to the ground, revealing Widow with her gauntlet aimed for his back and Pinkeye right behind her.

A strong wind blew a small cloud of dust over Spike’s body and as it quickly passed, Spike was back to his original size and form. “Sweetie Belle, are you okay?” Widow asked as she looked up at her little sister.

“Y-Y-Yeah, I-I’m o-o-o-okay.” The younger mare responded with a shaky nod.

“Good, Pinkie, get him secured so we can take him off to the Everfree.” Widow said as she walked toward the Spike Buster Command Vehicle. “I need to have a little chat with my father.”

A few hours later

After securing Spike and getting calling in another pick up jet with the help of reluctant General Belle, the two agents and their captors had finally reached their destination. They found themselves landing their ship at the edge of the darkest forest in all of a Equestria, the Everfree Forest and a few fifty yards away sat one of the three Super villain prisons; a large cube shaped structure sitting on one of its corners. They had arrived at the Everfree. When the bay door hatch opened, Pinkeye, Widow and Sweetie Belle were greeted by a group of armed SHIELD agents such as themselves, but they weren’t alone.

Beside each member stood a what appeared to be wolves, but their bodies weren’t flesh and blood, but of twigs and branches, their eyes a sickly greenish and their breath was vile and musty like they had eaten something that just died. The agents held no fear of them for they knew what they were; Timberwolves, resident monsters of the dark forest. They were once a problem until a certain timid scientist came up with a handy little device that all the wolves and many other denizen creatures of the forest now wore to make them more manageable to SHIELD. A special Mana Inhibitor Collar designed to lessen the wild free flowing Mana that coursed through the forest and many of it’s creatures that made them wild and violet and turned them into more docile and calm beings.

With the creatures of the Everfree tamed, SHIELD quickly made use of them as guarding animals for some of the more dangerous inmates of the prison and every inmate was dangerous. The SHIELD agents pour into the jet and start removing the cargo. First they pulled out Crackle, completely restored in a Suspension Capsule designed to keep him sedated until they got him back to his cell. Pinkie wasn’t happy after trying to piece him back together, but with her eyes, it didn’t take her very long.

Next came their biggest catch yet, Spike. The three mares watched as Spike was being pulled out of the jet on a massive mobile platform. The platform had four pillars in each corner and attacked to the top of the pillars were chains thicker than a Manticores body. In the center Spike sat on his knees, his arms and legs shackled while his torso and neck were strapped to an iron corset to which the chains were attached to. The young dragon was still unconscious from his ordeal, but the other dragon dwelling inside of him was wide awake and he didn’t want to be here.

As they wheeled the two monstrous dragons inside, Spike’s mind had drifted away into a distant memory. A memory of the day his life changed forever. He found himself in his slightly younger body, standing next to his big sister, Twilight Sparkle in an Observation room with other scientists such as herself. They stood in front of a control panel with a wide window showing a massive cylindrical device that was easily the size of a blimp in a wide room before them. The device was had a couple of ponies in protective suits and an assortment of gear standing around it. “Okay, everypony, are we ready to start the test?” Twilight asked.

“Everything is green for go, Ms. Sparkle,” One of her scientists said.

“Very good, commence Arc Mana Reactor test,” Twilight instructed them.

As her scientists began starting up the test, Spike stood beside his loving sister in amazement as he said, “I can’t believe you actually did it, Twi, if this works, you just single hoofedly created an alternative power source for the world!”

“That’s if it works,” Twilight said with a light chuckle. “I’ve been working on this project for years. To turn pure Mana into a fuel source than everypony can use, even Earth and Pegasus ponies. This could literally change the world.”

Spike looked at her with pride and admiration. This was Twilight’s prized invention and every fiber of his being wanted it work; at least that’s what he used to think. Spike, listened intently as the Arc Mana Reactor’s systems came online. The massive machine hummed to life as pure Mana began to surge from it. “Mana levels rising,” One of the scientists stated. “Twenty five percent. Thirty five percent. Forty percent.”

“It’s working, Spike, it’s working!” Twilight shrieked happily.

“Mana levels still rising steadily, now at fifty percent!” the scientist said in an astounded tone.

The Arc Mana Reactor’s energy continued to rise until alarms began to go off. “Twilight, what’s going on?” Spike asked in a nervous tone.

“Report,” Twilight demanded.

“Ms. Sparkle, it’s the reactor. The Mana is causing a massive power surge!” The Scientist said frantically as he and the other scientists started typing into the control panel.

“Shut it down! Shut the whole system down!” She told them.

“We can’t the power surge is overloading the systems! It’s going critical!” The scientist responded as the control panels began to spark electricity. A second later, the doors all locked down, shutting them inside the room. Spike watched as Twilight tried to help the scientists shut down the system, until his eye looked into the Arc Mana reactor room and saw the Technicians were locked inside with the overpowered device.

“Twilight, the technicians are trapped!” Spike told her.

“I know, the power surge must have triggered a lock down. I have to reboot the system!” She said in calm tone as she set to do just that.

“But that’ll take too long,” Spike said as he stormed over to the door. Spike jammed his claws through the crease in the steel door and mustering all the strength he could he forced it open. “Spike, what are you doing?” Twilight said.

“I’m going to get the technicians out while you reboot the system.” He told her.

“Not without a protective suit, it’s too dangerous!” She told him.

“Don’t worry, Dragons are magic resistant.” He told her with a confident smirk.

“To a degree, but that’s pure concentrated Mana, Spike, and at these levels it could kill you!” She told him in frightened tone.

“Then it’ll definitely kill them, that’s why I gotta hurry,” He said as he ran out of the room.

“Spike!” He heard Twilight scream after him, but he couldn’t stop, he had to help any way he could. Spike quickly managed to make his way to the large thick steel doors that lead to the Reactor room. Repeating the action he pulled before, Spike pried the doors open, but only wide enough for the ponies to fit through. “C’mon, let’s go,” He shouted over the roar of the energy device as energy began to lash out in every direction.

The technicians quickly started spilling out through the crack as the device began to glow with blind fury. “Spike!” Twilight shouted. He looked up to see Twilight from the blast proof glass of the Observation room. Even from the blinding light, he could still see the fear and tears running down her face.

His attention was quickly brought back to the Reactor as the light it was emitting grew brighter and brighter. It was going to blow and he knew it, but if he got out of the way, the blast would hit the technicians behind him. With no time to waste, Spike did the only thing he could. He turned his back and used himself as a shield as the Mana reactor released explosion of pure energy. Spike roared in pain as the energy burned it way through his entire body. His every muscle and cell sired pure Mana. That was the day everything changed for the young dragon.

Spike was quickly pulled back to consciousness as his nightmare roused him from his slumber. His eyes shot open as looked around as he found himself in his new cell. He looked up and saw his arms were suspended, held tightly in a giant pair of shackles so his hands were even visible and as he looked down he saw a matching pair on his feet. Good, you’re awake, said a familiar voice.

He looked up and saw his bigger, bulkier half leaning against the cell wall, glaring at him angrily, like he always did. “Let me guess, we’re in the Everfree.” Spike sighed.

Of course, that white pony knocked us out and they brought us here. His other half growled.

“Great, this day couldn’t get any worse.” Spike sighed heavily as he hung his head down in defeat.

Elsewhere, a certain pink pony was standing in front of the Everfree’s Prison Cell Detention room. On either side of her stood another pair of the Everfree’s guard animal, the Manitcores. These creatures were massive in size and width. They had the bodies of a lion, the tails of a scorpion and the leathery wings of a dragon. The agent paid the powerful Manitcores no mind and was calmly chomping down on some cotton candy, that nopony knew where she got from as she lowered her eye toward the retinal scanner on the door in front of her. Pinkeye stood still, keeping her eye open as the lights of the scanner flashed across her retina. “Level Seven, SHIELD Special Agent Pie, Pinkamena Diane. Code name: Pinkeye. Access Granted.” The retinal scanner said as Pinkeye pulled her head up.

The doors opened, granting Pinkeye entrance as she walked inside, humming and eating her candy. As the strolled down the walkway, she was surrounded on all sides by cells, each one containing a Mana mutated monster. Most of the growled and glared at her, others could careless of her presence. The pink mare paid them all no mind as she had somedrake else she had in mind. As she neared the intended cell, she heard the voice of whom she came to see. “Would you calm down, this isn’t so bad,” Said the dragon.

Is somepony in there with him? She thought to herself. “…” Pinkeye listened, but no sound came.

“Okay, yeah, so they finally caught us, but you did the right thing saving that mare, so it’s not all bad.”

“….”

“Okay, I’ll give you that one,”

Pinkeye finally came into full view of the cell and saw Spike still contained by his shackles, alone. “Hi,” she said as she waved her free hand.

“Hi,” Spike said with a raised brow as she simply stared at him and at her candy. “Let me guess, you thought I’d be taller?”

Pinkeye let out a loud gasp. “That’s so cool, they didn’t say anything about you being psychic. “Ohohohoh, what am I thinking now?”

“I don’t know cuz I’m not psychic,” Spike deadpanned.

“Aw, too bad, although I guess super strength is always cool too.” She said happily.

“Is there a reason you’re here?” He asked with a raised brow.

“Yeah, I came to ask if you want to be my friend?” She answered simply.

“I’m sorry, what?” He asked in confusion.

“I said, do you want to be my friend?” She repeated.

“I don’t know; do you always become friends with someone you shot with an arrow?” He asked in a sarcastic tone.

“Of course not, silly,” she said with a dismissive wave of her hoof. “I’m asking cuz you saved my friend from crashing.”

“The mare in the jet?”

“Uhuh,” Pinkeye said with a nod. “I mean, it’s weird, they say you’re a monster, right? That’s what they’ve told us, that’s what everypony thinks. Military and SHIELD have been chasing you for years on end. You’ve caused complete and utter destruction. You’re a monster. A regular big bad Meanie McMeanpants.”

“And what do you think of me?” He asked.

“I think you can’t be all that bad if you saved my friend,” She answered sincerely as she walked closer to him. “I mean, I saw you, you had a way out, but you chose to save my partner’s sister instead. You can’t be a monster if you value somepony else’s life over your own. So why is everypony afraid of you?”

“Look, er . . ,”

“Pinkeye, but my friends call me Pinkie,” she answered. “We are friends, though, right?”

“Pinkeye? Really?”

“Shiny’s idea, not mine,” Pinkie said as she shook her head in agreement with him.

Of course, good ol’ big bro, He thought to himself. “Anyway, Pinkie, listen you’re a SHIELD agent, right?”

“One of the best,” she said proudly puffing up her chest.

“Then why don’t ask yourself what SHIELD and the Spike Busters want me for?” He told her.

“What do you mean? Shiny said they’re going to cure you and all the others here too,” Pinkie said with a confused tilt of her head.

“Pinkie, open your eyes and look around this place. Look at the monsters here. Do you really think the Everfree is a jail? Some kind of . . . rehab center to cure creatures like me? It’s not.”

“But-”

“But nothing, Pinkie,” Spike interrupted her, trying to get his point through. “Look, I stopped trying to cure myself a long time ago. I realized there’s a place for my other half in this world, but it’s not here. I bet when I came in they took a sample of my blood right?”

“Yes, before we put you in here, wasn’t easy with your scales and all.” Pinkie nodded.

“And now they’ve got samples of my blood and that’s why I’ve been running all these years. SHIELD doesn’t want to cure me, they want to weaponize me. Make more of me.”

Pinkie held her head down deep in thought. She had thought SHIELD was supposed to help ponies and that’s why she joined. That’s all she ever wanted to do. Help. But if what Spike said was true, what else could SHIELD be up too? Spike looked as he seemed to have shattered if not shaken the poor mare’s world, but this was the truth and he learned it the hard way. “Okay, I get it,” She said as she looked up at him with a serious expression. “But I have to know for sure and there’s one pony I know that knows more about this stuff than I do. I’ll get to the bottom of this.”

With that said, she chomped down on the last of her cotton candy and ran out of the cell leaving the dragon to himself. “Think she’ll get us out,” Spike asked his other half who was still leaning against the wall.

You’re a dreamer, He said sarcastically.

“Doesn’t hurt,” He said with equal sarcasm. “So, wanna play ‘I Spy’?” His other half groaned as he face palmed himself.

Elsewhere, Pinkie dashed through the detention halls. She needed answers and there was only one pony here who would have them, her good friend Rarity, the Violet Widow. As Pinkie was flying by a corner, her eyes widened as they saw the pony she was looking for. She skid to a stop and backtracked, peering around the corner to see Rarity standing in front of the door leading into the Laboratory. Huh, what’s Rarity doing down here? She said she hates being down here cuz it’s stuffy and makes her mane puffy. I don’t know what she’s talking about, my mane does just fine. The Pink mare said as she fluffed up her mane with her hoof.

Pinkie saw Rarity look back down the hall and quickly ducked her head back behind the corner. She waited patiently as she heard the Laboratory’s automated doors open and close. She continued to wait patiently until she heard the automated doors open again. She peered around the corner slightly, just enough to see Rarity exit. Her trained eyes quickly caught sight of something dangling from her tail. A strange cylinder container wrapped up in the curls of her tail, trying to hide it from prying eyes. Pinkie’s eyes contorted in confusion as she realized what Rarity had in her possession. A blood sample container? What’s she doing with that? The blood samples are supposed to be stored in the lab, unless directed to be moved under orders. Spikey’s right, something’s wrong here. She thought to herself.

Pinkie quickly darted down the hall, leaving Rarity to her mysterious work. Whatever Rarity had couldn’t be good. The Laboratory held blood samples from all the inmates in the Everfree. What she could be doing with it, Pinkie didn’t know, but she knew where she could find out.

Ten Minutes Later

Pinkie made it outside to the SHIELD jet they had arrived in and went inside to sit at the computer console. “Initiate voice command. Username: Pinkeye. Password: Jawbreaker.”

“Access Granted.” The computer responded as it came online. “SHIELD computer systems online.”

“Bring up all communications and field reports filled by the Violet Widow.” Pinkie told it.

“Error, files are not located on the network.” The Computer told her.

“That’s weird, then where are they?”

“Belle, Rarity, Codename: Violet Widow. All records have been transferred to a remote computer.”

“Oh, okay then, connect to the remote computer, please,” She said with a smile.

“Password required.”

“Hm . . . ,” Pinkie said in thought as she tapped her hoof to her chin. “Diamond?”

“Access denied.” The computer responded.

“Uh . . . Sting?”

“Access denied.” The computer repeated.

“Fire Ruby?”

“Access denied.” The computer repeated.

“Hourglass?” Pinkie asked, as her eyes started to hang low.

“Access denied.”

“Sweetie Belle,”

“Access denied.” The computer repeated as Pinkie slumped over the console in defeat.

“Argh, please, Miss computer voice, I need to-”

“Access denied.” The computer replied, cutting her off.

Pinkie took a deep breath and calmed herself as she thought long and hard. She closed her eyes tightly and concentrated, mustering every ounce of mental power she could. Then her eyes shot open as it felt like a fireworks display had gone off in her head. “Diamond Dog Mine.”

“Access granted.” The computer replied.

“Yay, I knew I could figure it out,” She said as she hopped in her seat, but quickly focused, getting back to the task at hoof. “Now, play the most recent report please.”

The computer complied, as a crystal ball projector rose up from the console and a holographic Rarity appeared before her. “SHIELD suspects nothing,” Rarity said, speaking to some unknown contact. “Of course it so simple since they’ve given me Champion class security clearance.”

“And Belle?” Her mystery contact asked. From the voice, it was clear Rarity was talking to a stallion, but she still couldn’t tell who he was.

“My father is a maverick. He won’t doubt for a moment that SHIELD is taking over the operation. His obsession blinds him to everything but Spike. Speaking of, do not worry; I will retrieve the blood sample. Have your subordinates arrange for a pick up at these coordinates at o’ three hundred hours and you will have Spike’s blood as you’ve requested.”

“Computer, give me a visual. Who is she talking too?” Pinkie told the computer. The computer did as instructed and the projector created another image of a stallion in a camouflage suit wearing a yellow helmet with matching combat boots and red goggles.

“Well done, Widow. HYDRA will be pleased.” The stallion said.

Pinkie gasped in horror; her longtime partner working with SHIELD’s oldest enemy? But it made sense now. Rarity had told them Shining Armor had ordered them to retrieve Spike, but she never received a confirmation herself from neither the director nor Agent Lulamoon. In fact, she never heard Rarity say she was making a report back to Shining; if they had captured Spike, he would certainly want to know and would be at the Everfree himself by now.

Spike was right, SHIELD has been infilatrated and Rarity is a . . . no, Pinkie quickly shook her head, trying to get rid of her bad thoughts. Rarity is one of us, a SHIELD agent. We’ve been partners for years, she’s my best friend and she promised she’d never double cross me. She Pinkie Promised and nopony breaks a Pinkie Promise.

“But still, it’s almost three,” Pinkie said as she pulled herself from her thoughts. “I can’t let Rarity make that drop. I’ll find out the truth myself.” With that said, Pinkie quickly geared up and headed out to stop her friend.

Forty minutes later

Out in the deep wide brush of the Everfree Forest, Rarity was traipsing through a narrow path, leading her toward her rendezvous point. As she made her way through the forest, Pinkie was hot on her tail. Using the dark brush of the forest and the shadow of the night sky, Pinkie followed the alabaster mare effortlessly.

It didn’t take long for Rarity to reach her destination as she came to a wide open, rocky field. Pinkie stopped as Rarity entered the open field. She knew if she’d follow, she’d be spotted, so she did what came natural to her; find the best high point in the area and line up her shot. She quickly scoped around and saw a large cliff face that looked down over the open field. It was perfect.

Rarity had reached the center of the field where her compatriots were waiting patiently for her. When she reached them, no words were said. She simply pulled the container from her tail with her magic it and gave it to the stallion in front of her. At that moment, Rarity heard the sound of something whistling through the air when suddenly the container was knocked to the ground. Rarity and the HYDRA soldiers looked and saw a pink arrow sticking out of the now cracked container.

“Rarity!” Shouted somepony and when the too looked up, they gasped as they saw Pinkie standing on a cliff face, the moon shining behind her as she notched another arrow.

“Look, Rarity, we’re friends, right? You said you’d never betray me. You Pinkie Promised me and I believed you. I still believe you, but I can’t let you do something like this. Now tell me the truth.” Pinkie said as tears began to well up in her eyes. “You owe me that much.”

“Oh, Pinkie, dear sweet, Pinkie,” Rarity said with a calm, serene smile as she slowly shook her head. “I would never break our promise, but why did you? Tell me Pinkie Pie, why did you betray SHIELD to HYDRA?” Rarity snapped as her serene smile turned into a soul piercing glare.

“W-What?” Pinkie said, completely off guard.

“What was it Pinkie,” Rarity said as she took a few steps forward, Pinkie still aiming her arrow at her. “Was it the power or just the money?”

“What are you talking about?” Pinkie said as her fore hooves slowly gave way, relaxing her bow and arrow.

“Certainly, you know Spike’s blood samples are worth millions to the right ponies.” Rarity continued as the HYDRA soldiers armed themselves and came up behind her.

“Rarity, please, please stop and tell me what’s going on.” Pinkie pleaded as she lowered her weapon.

Rarity smirked as she quickly turned around and aimed her ankle gauntlets at the two soldiers. She loosed a couple of her Sapphire sleep stingers, catching the two soldiers in the neck. The HYDRA members grunted as their muscles ceased and tensed up and they fell to the ground unconscious. “It’s very sad that it had to end like this,” Rarity sad as she looked over her shoulder at her old partner. “I will miss working with you, Pinkie.”

With that said, a bright light appeared over Pinkie, almost blinding her as she pulled up her hoof to cover her eyes and see that it was a SHIELD jet overhead. Rarity pulled up her hoof to her earpiece as she shouted, “Pinkeye is a double agent for HYDRA. Take her down!”

“What, wait, I’m not a double agent,” Pinkie pleaded, but it was too late. The spot lights died down, revealed a small squad of Pegasus ponies flying down with rifles in hoof. They quickly took aim and began to fire, but Pinkie didn’t run. She pulled up her bow and quickly aimed for the center Pegasus and loosed her arrow.

Before it hit her target, the arrowhead exploded into a net, tangling the Pegasus, causing him to crash to the ground. Another Pegasus quickly closed in, but Pinkie was quicker as she notched another arrow and easily shot him in the wing, grounding him. Another Pegasus managed to get behind her, but she easily evaded and rolled away as he fired. The Pegasus that came up behind her was soon joining by two others who all started firing at the rouge agent.

Pinkie righted herself and pulled three arrows out, firing them at her three assailants. The arrows wedged themselves right in the barrels of their rifles, causing them to explode, causing a small dust cloud and knocking their wielders back unconscious. A short second later, another Pegasus breached the cloud and opened fire on the Pink marksmare. Pinkie stood her ground as she took her bow in her teeth and when the Pegasus came in close, she swung, catching the flying agent clean in his chest.

The Pegasus went flying back as he bounced off the ground before sliding to a stop. Pinkie notched another arrow, looking around for the next attack when suddenly a powerful jolt of electricity shot through her. Pinkie screamed in pain until the jolt stopped and she fell to the ground unconscious, revealing Rarity with her left fore hoof pull up and her gauntlet smoking from her sneak attack. Rarity smirked at her work as she pulled up her other hoof to her earpiece. “Take her to the Vault. Put her in solitary. No pony sees her until I give the word.” She ordered as a couple more Pegasi came down to take their captive and tend to their wounded. “I’ll take care of the HYDRA agents.”

When all of the SHIELD agents and Pinkie were taken care of, Rarity remained as she watched the jet take off. When it was out of sight, she put her hoof to her earpiece, tuning it to her secure channel. “It worked; so sad that Pinkie had to find out, though. We’ll need to arrange a new drop, but as far as SHIELD is concerned, I just succeeded in taking out a traitorous double agent.” She said as she held up a cylinder vile with the name ‘Spike’ written on it looking as the bright green substance shined in Luna’s beautiful moon light. “Hail, HYDRA.”

Act 0: Ch.7 Captain Equestria The First Avenger

Act 0: Avengers Initiative

Ch.7 Captain Equestria the First Avenger

Germareny, 1954

A lone ship sailed through the waters of the open ocean, nearing an island northwest of their position. The waters were choppy made so by the thunderous storm brewing overhead. The ship carried a small platoon of soldiers, a group of ponies just brave enough and crazy enough to take on the mission they were about to engage in. Some of the roughest, gruffest ponies the Equestria military had the displeasure of training, the Hoofing Commandos. When there was a mission no other squad could or would handle, they did and no mission was so crucial as the one before them.

The ship quickly neared the shore and the soldiers prepared their weapon and themselves to disembark. As they felt the ship come to a stop, everything seemed to slow down and at the same time, their sensations amplified. They felt their hearts slowing, their rain pelting them from above and the cold steel of their weapons in hoof. The ship finally came to halt as it docked onto the beach, the hatch opened up and the squad of ponies rushed out, ready for battle. The beach they now found themselves on was quiet, too quiet for enemy territory. They were soon greeted by a field of steel girders welded into large stars stuck in the sand to prevent tanks or any other heavy artillery from passing that point. The soldiers halted, taking cover behind the girders. One pony pulled out a pair of binoculars and scanned the area ahead. His eyes quickly scanned the forefront, catching no visible movement and then looked up to their intended destination.

A large tower sat atop a large hill, its haunting malicious figure bathed in Luna’s beautiful moonlight. Lightning flashed through the air and thunder roared, almost as if the tower dared the group of mad ponies to venture toward it and test it and see who came out of this endeavor intact. The scouting pony pulled his binoculars down and looked back to his commanding officer with a nod. The Officer gave a gentle wave of his hoof telling his men to advance. The squadron continued onward onto the island when they came across what appeared to a graveyard. Tombstones of various shapes and sizes were standing in the muddy ground, their forms slightly off canter, as if whomever put them there did it without care, letting them hang in any way so long as they were standing up. The company advanced nonetheless keeping their eyes peeled for any suspicious movement. They had yet to meet any resistance, but that certainly didn’t mean their enemy wasn’t lying in wait somewhere.

Unbeknownst to them, their enemy was in deed lying in wait. A smaller squad of soldiers hid behind a number of the larger gravestones a few clicks ahead. While the others stayed hidden, one had positioned himself at the rear and propped up his Gatling gun against atop the grave as he took aim.

The Hoofing Commandos continued on until the sound of something being fired from a firearm went off in their ears. They quickly looked up and took notice of a bright object flying through the air, leaving a smoke trail behind it as it arched up in the air and quickly headed down towards them. “Commandos, move!” their Commanding officer shouted.

The ponies quickly scattered as the object closed the distance and hit the ground where the once stood, exploding on impact. Not soon after the explosion, the soldiers found themselves being pelted with heavy gun fire. The enemy squadron had sprung up from their positions and was opening fire while the Commandos took defensive positions, using the gravestones as cover. The Commandos returned fire at will, trying to take out any enemies they could, but the pony at the rear wielding the Gatling gun was laying suppression fire, giving them little to no room to work with. “Jeez, we’re sittin’ ducks out here…” the commanding officer shouted in frustration. “We need back up!” He shouted to the pony handling the radio equipment.

“Yeah, I’m working on it, bub, this isn’t exactly easy…,” snapped the pony working the radio in a gruff voice as he glared at his commanding officer, practically growling with a very thick set of sideburns.

The enemy soldier ponying the gatling gun continued to fire until the gun suddenly jammed and refused to fire any more rounds. The pony banged his hoof on the weapon, trying to force it start up again. In that instant, something whizzed through the air and sliced the gun's barrels in half at the handle. The pony could only look on in shock before his weapon exploded and knocked him to the muddy ground unconscious. The enemy squadron ceased fire upon hearing the explosion and turned toward the source to see nothing but a cloud, obscuring their vision. The cloud quickly dissipated, revealing a strange figure standing over their downed comrade. With the pale moonlight as their only source of luminescence, they couldn’t see who the figure was exactly, that is until a large circular disk came flying toward the figure. The mysterious pony caught it fruitlessly and mounted it on their right forehoof.

The squadron then knew who they were up against and opened fire with reckless abandon. The mystery pony brought up the disk as they charged the small platoon. The enemy squadron continued to fire, but the bullets had no effect on the pony’s defensive weapon. The mystery assailant quickly closed the distance and lunged forward at the two forefront soldiers, baring all their weight in the tackle. The two soldiers crumbled under the force of the impact as they felt the wind leaving their lungs. As they collapsed the ground, the mystery pony flipped onto their knees before two more soldiers came at them from both sides. The pony quickly stood up on their back legs and swung back at the pony coming at them from the right, sending him flying a good ten feet back.

As the other solider closed in, the pony quickly pivoted and turned around to see the solider swinging the pummel of his rifle down. The pony, with a very quick slight of hoof, changed the disk over to their left hoof and simply slammed it into the soldier’s face. The soldier’s eyes spun around in a comic fashion before falling back to the ground out cold. The two soldiers further ahead opened fire once more, trying to catch the mystery figure off guard. The pony quickly ducked for cover behind a nearby tombstone as the soldiers pelted it with gunfire. Seeing no end to the firefight in sight, the pony took the disk in their hoof and quickly scanned the area. They spotted another gravestone a good fifteen feet away, which was just what they needed. The pony then tossed the disk at the targeted tombstone and when it hit, the disk simply bounced off out of the pony’s sight, but they knew what would happen.

The disk then went flying toward another tombstone north west of it and then it bounced off to another not ten feet from it to the right which would line it up perfectly with the solider on the right’s head. The pony listened intently as the loud ‘gong’ sounded, confirming the disk had hit its mark and the gun fire suddenly stopped. The pony quickly got up and rushed the remaining solider seeing as he was preoccupied with trying to figure out what took out his friend. By the time he registered the figure coming at him it was too late as everything went black for him. The solider dropped to the ground, leaving the figure towering over him with the disk lying on the ground. The pony stomped on the edge of the disk, knocking it up into their right hoof before they sauntered over to the Hoofing Commandos. “Now, Ah don’t mind gettin’ down in the dirt to get the job done like any ol’ farm mare, but that was just a little sad, don’tcha think, boys?” Asked the pony in a southern female voice.

The Commandos came out of hiding and saw their savior. The rain suddenly halted and the clouds cleared allowing more of Luna’s moon light to shine down and reveal the mysterious pony. There before them stood an orange earth pony mare donning a blue skintight uniform, bearing a white star on her chest with stripes of red and white around her waist, red boots and a blue mask with an “A” etched into the forehead and a pair of very small horseshoes attached to the sides of her mask. Her most prominent feature was the red, blue and white vibranium shield on her arm bearing a red apple in the middle. The Commandos knew this pony as their captain, Applejack, but she was not just any captain. She was Captain Equestria, the first and only superpony soldier. Her blonde ponytail tied mane flowed behind her as her emerald green eyes looked on at her fellow ponies in arms. “C’mon, boys, this here’s the end of the line. Our job is tah take out HYDRA’s science base to stop 'em from finishin’ whatever ‘End Game’ weapons they have. Now we already got a mare on the inside to get us in, but we gotta reach that there castle first,” the Captain told them as she turned toward their destination as her men rallied behind her. “Now, let’s go show the Red Colt that Equestria won’t be takin’ without a fight! Let’s go put an end tah HYDRA once and fer all!” she shouted raising her shield into the air.

Her squadron shouted with vigor and gusto ready to fight and die with the Captain, but even more so, to fight and die for Equestria’s freedom.

Elsewhere, inside the tower, a lone earth pony stallion gazes out his balcony window, the full brilliance of the moon washing over him. He wore a black suit with a four button jacket with a white dress shirt underneath with a purple ascot tucked in around his neck. Along the shoulders of his jacket bore the HYDRA’s insignia, but that wasn’t what made this pony stand out among the others. This pony held not a single coat of fur only bare skin, bare skin that was as scarlet red as blood. His the sclera of his eyes pitch black with golden corneas that shone with such brilliance that it was if it could see the true visage of the world around him. It was this very visage that spurred him on in his endeavor to make it so that earth ponies ruled over others. This wasn’t just HYDRA’s dream. It was his ambition, the ambition of Herr Hoity Toity, aka The Red Colt.

While others would normally admire such a beautiful sight, the stallion cared not for it. All he cared about was the product of his plans coming to fruition and he saw it all happening on this night. However this seemed not to be as a young werewolf wearing a HYDRA uniform barged in and saluted the Red Colt before being acknowledged, “Lieutenant Strucker, report.”

“Herr Red Colt, the enemy haf found ze fortress. They are advancing as ve speak.”

“Of course they are, she is vith them,” Red Colt said as he half turned to face the wolf. “Send your best regiment to confront them. Though they vill lose, it vill give us time to prepare the experiments. Vith the Captain here this vill make for the perfect experiment.”
The lieutenant saluted his leader and strode off with his orders. The Colt took a deep cleansing breathe. “Come, Captain Equestria, let us see whose form of evolution is better.” The Colt said with a dark, sinister smile as his skin with taut.

Elsewhere, back on the battlefield, the Captain and the Hoofing Commandos were steadily making their way toward the Colt’s fortress. They met constant resistance but that didn’t deter them. This team was comprised of some of the most extraordinary if not strangest ponies Equestria had to offer. With their skills being led by Captain Equestria nothing seemed to slow their momentum. After about an hour or so, the team had finally made it to the Colt’s base. While most of her platoon stayed behind to give them some cover, the Captain and her second in command drudged forward to take care of any remaining forcing baring their entry way. When they reached it, they found that the tower sat smack dab in the middle of a giant trench with a narrow bridge extending toward the tower, but coming up short as a drawbridge was the only way in. As the two made it to the bridge, they were greeted by another small squad of HYDRA troops waiting for them.

The second they were sighted the HYDRA soldiers opened fire on the two, trying to halt their advance. Applejack brandished her shield up, covering herself and her comrade, but that still didn’t stop them. Seeing as the bridge was narrow, the HYDRA soldiers only had so much room to maneuver. Taking the lead, the young farm mare charged forward holding her shield up as she was still being pelted with gun fire. The HYDRA troops saw she was coming but had little room to operate with and by the time she reached them, Applejack pressed forward with her shield and using her superior strength, knocked a good chunk of them over the side and into a rock filled moat below them. The few that remained were quickly picked off by her second in command while she handled the rest her favorite way. She plucked the shield from her leg and flung at the remaining troops, sending the rest of them in the drink.

“Honestly, that thing should be standard issue,” her comrade said with a smirk.

“Sorry, sugah,” Applejack said as the shield came flying home to her hooves, “this here’s one of a kind.” Just as she hooked the shield back to her leg, her ear perked up to the sound of something flying through the air. She had just enough time to look up and see a grenade hit the bridge. Applejack pulled her shield up at the last possible second just as the grenade went off and exploded, creating a cloud of smoke. Even though her shield took the brunt of the impact that certainly didn’t stop her and her subordinate from being knocked on their flanks. The super solider quickly pulled herself from her haze as she pushed herself up, her ears still ringing somewhat from the explosion. “Night . . . Night, are you alright?” she called to her comrade, but when she pulled her head up, she found herself staring down the wrong end of a rifle being held by a lone HYDRA trooper.

“Ha, after I take your head, ze Red Colt vill reward me greatly.” The trooper chuckled as he looked down at the helpless mare.

Then suddenly, to both their surprise, the drawbridge came down, the end crashing right atop the HYDRA solider, just missing Applejack entirely. The mare stared in confusion for a second before looking up at the newly opened door where she spotted the figure of a young yellow filly. She had a light red mane tied up in a bright crimson bow that was also doubled as a mask to cover over her eyes. She wore a blue trimmed jacket with a white skirt and pair of red leggings all with a matching pair of black boots. “Ah hope Ah didn’t miss much,” the little filly said with a smile.

Applejack looked back to see her second in command was in one piece, being tended to by the rest of her platoon that had just managed to catch up. She then chuckled as she gathered her shield and stood up. “Not much, but Ah’m guessin’ y’all had yer own fun inside, right, Apple Bloom?” the farm mare said as she made her way toward her little sister.

“Nah, not much,” Apple Bloom huffed in annoyance. “There’re HYDRA solider everywhere. Ah tried to get to the lower decks but no such luck, but it’s still good, Ah know the way, no problem.”

“That’s good,” Applejack said as she patted her sister’s head before walking past her, “cuz the stealth part of this mission is official over.”

“Wait, that there was a stealth plan,” Apple Bloom inquired before following her sister inside. The two made into the wide open hallway until they came across a pair of closed wooden double doors. Apple Bloom then reached into her skirt pocket and pulled out a grenade with a smirk and said, “Ah guess we should knock first.”

She then tossed the grenade at the door and in seconds, the device went off, blowing the doors right off their hinges and to the ground. No soon.er did the doors hit the ground did the floor begin to shake. The shaking grew longer and harder with each passing second, like somepony or something big was coming. “Huh, they must be sendin’ a welcomin’ committee,” Apple Bloom said as she widened her stance, preparing for a fight. “Don’t worry, Ah got this.”

Applejack eyed her sister before looking back at the entrance as the source of the shaking finally made itself known. What stood before the two mares was something neither of them had seen before. The creature was about the size of an elephant if not a few feet larger and wider all around. It stood on two legs wearing a wrapping around it’s ankles and chest with what appeared to be a large fur coat around it’s waist and shoulders along with a big thick piece of bark along it’s right shoulder like a shoulder guard. It had one large right hand but where it’s left should be was a thick tree truck, flat at both ends in the form of a makeshift hammer; However it’s strangest features were that it had the head of a pony, but it only had a single big green eye on its face and the even stranger collar around its neck. The collar had a glowing bulb attached to it and the Captain didn’t like the looks of it.

“Uh actually, Cap, Ah changed mah mind, y’all can have this one.” Apple Bloom said as she began to nervously inch back away from the creature. The creature roared, bringing up its hammer to smash the two to bits. The mares managed to jump back and dodge the attack as the monster slammed the hammer into the ground, putting a very sizable hole in the stone floor.

The creature cast its gaze upon the two sisters, not sure of which one to attack first before focusing on the smaller filly to its left. “Okay, now Ah know we’ve seen some weird things in this war and all, but seriously, what the hay is that thing?” Apple Bloom asked, trying to remain calm.

“Don’t know, one of the Colt’s evil experiments, but whatever it is,” Applejack said before the creature turned toward her and raised its hammer once again, “It’s mad.”

Applejack quickly brought up her shield and contorted her body as the creature swung it’s hammer, making full contact with the shield. The impact forced her back, but she dug her hooves into the ground, barely stopping herself. Apple Bloom then leaped forward onto the behemoth’s neck and covered it’s eyes with her hoof. “Hey, Ugly, you leave mah sister alone.” she told it as she held on for dear life. The monster roared and thrashed around in its blind state, trying to get the little filly to let go, but Apple Bloom held fast, trying to give her sister time to recover, but she wasn’t sure how much longer she could hold it. The monster swung it’s hammer back, destroying a stone column, reducing it to rubble as it still tried to shake Apple Bloom. “Uh, Cap, anytime you wanna jump in would be great,” Apple Bloom stated before the creature stopped thrashing and pulled it’s right hand back to grab her. Apple Bloom yelped as the monster wrapped its whole hand around her body, pulling her to eye level. It growled in frustration before opening its massive mouth to devour to little filly.

“Cap!” Apple Bloom shouted in fear before something whizzed by and smacked the one-eyed freak right in his cornea. The creature howled in pain as he relented his grip on Apple Bloom, letting her fall to the ground and scurry away.

The creature rubbed its eye before opening it up once again. Its vision remained blurry for a second before focusing and finding Applejack standing near the drawbridge. Her shield came flying back to her and she caught it with her right forehoof and attached it to her leg. “Alright, Big guy, you wanna taste of this apple,” she said as she jerked her neck to the side, giving it an audible crack before straightening herself. “Come and get some.” she told it as she raised a hoof and made a come hither motion, taunting the beast.

The beast roared as the two quickly charged each other. It certainly didn’t take long to cover the distance. When they did, the monster raised its hammer to strike. Applejack simply continued to run and when she was close enough the beast swung its hammer down at her, but Applejack leaped in under its legs, dodging the attack. When she came up behind it, she quickly dug her front hooves into the ground before she reared her back legs up and bucked them behind the monster’s left knee. The behemoth felt its leg buckle under it and dropped to its knee. Applejack quickly continued her assault and jumped onto the monster’s back and when she reached its head, she jumped up and pulled her shield overhead and slammed the brunt of it down atop its head. The monster roared in pain before Applejack jumped into the air and somersaulted over it until she was standing right in front of it with her shield held in front of her. The monster only had enough time to see the insignia on the shield before Applejack sprung forward and slammed the shield into its face.

The creature roared as it stumbled back from the assault, trying to get its bearings. It quickly shook its head before glaring down at the orange mare. Applejack smirked and ran back toward the bridge, causing the beast to give chase after her. When Applejack made it to the middle of the bridge she stopped and waited for the monster to catch up. When it finally reached her, it wasted no time pulling it’s hammer up to crush her, but Applejack didn’t budge. She needed to wait for the right moment. When the beast finally swung down, she jumped to the side toward one of the chains at the side of the bridge. When the monster’s hammer connected, it smashed the bridge to splinters right underneath it, causing it to fall down into the trench below. Applejack quickly grabbed hold of the chain that used to hold the bridge and used its momentum to swing herself back toward the tower, where Apple Bloom had been waiting. “C’mon, Bloom, no time tah waste.” Applejack said as she marched on forward.

“Yeah, sure, let’s just ferget about the giant monster that tried to eat me. No big deal,” the filly said as she followed behind her sister.

Inside the Castle

The Captain and Applebloom made their way further into the castle’s depths. However, since their first encounter at the entrance with the one-eyed monster, they hadn’t met an inch of resistance. No guard ponies. No monsters. Nothing. As they turned the corner down the hallway, Applejack asked, “Hey, Bloom, didn’t you say this place was crawling with troops?”

“It was,” The filly answered in a confused tone. “They were everywhere! This is farther than I got when I was scouting the place. Where could they've gone?”

“Don’t know,” Applejack said as they saw a bright blue light flashing up ahead. “But I think we’re about to find out.”

As they reached the end of the hallway, they found themselves atop a ledge overhead of what appeared to a laboratory. Their eyes widened in shock at what they saw. Scientists and soldiers alike trapesed around the room, all doing their respective jobs. Directly below them lay a large number of capsules and inside, a menagerie of creatures and monster neither of them had ever seen before, all of which wore the same collars as the monster they fought upstairs. Across from them was an array of machine and standing in front of them was a pedestal with a glass capsule atop it and inside was a cube. A blue cube glowing so brightly it was almost like a star and beside the cube was the colt behind all the warring and conflict around Equestria, the Red Colt.

“Hey, Sis, is that it?” Applebloom asked, eyeing the cube.

“Yea, that’s it, the source of the Red Colt’s power and influence in HYDRA, the Cosmic Cube.” Applejack answered as she narrowed her eyes at the stallion, standing calm and collected as he oversaw all around him.

Applejack heard tales of the Colt’s ultimate weapon. A cube that gave him power unlike anything Equestria had ever seen. According to their intel, the only reason he never tried anything big earlier on in the war was because he couldn’t control it, not completely. He had stashed the cube away to be tested and studied until he could make proper use of it and end the war in one shot. Hence the objective of her current mission. Intel had come in that the Red Colt finally learned to control the cube and he was gearing up for the end game.

But Applejack had no intention of letting that happen. “You can come out now, there’s no need to hide, Captain.” Red said as he looked up at her, his skin stretching back into what appeared to be a smile. “I told my men to let you through so we could converse,” he said as a slew of soldiers came running up to the apple sisters from both sides of the ledge, weapons locked, loaded and aimed at them. “I vanted you to bear vitness to my greatest triumph. To prove that great power cannot be given, but taken and with it, a new vorld can be created.”

Applejack and Applebloom kept their bodies back to back, ready to fight, but Applejack knew better and so did the Colt. “Now, now, Captain, you may be able to fight against such odds and come out unscathed but your dearest sister may not be so lucky.”

Applebloom’s eyes widened in shock as she glanced back at her sister to see Applejack looking back at her, her big sister’s eyes filled with fear and concern. “Cap, no,” Applebloom muttered, but Applejack already made up her mind.

“Alright, Red, you win,” Applejack sighed as she pulled her shield from her leg.

“Ah, music to my ears,” the Red Colt said as he watched Applejack hoof her weapon to one of his soldiers before they herded the two sisters down toward him. The soldiers dispersed, while two remained behind each of their captives, the pony guarding Applejack, keeping her shield strapped to his back. “So, Red, yah finally got us, so tell me, what’s this big ‘end game’ weapon of yers, hm?” Applejack asked as calm and casually as she could, trying to hold back the anger and disgust she felt for him.

“Tell me, Captain, do you know of the Bifrost?” Red asked without facing her.

“Sorry, not much of an ice cream mare. Ah prefer candy apple mahself,” she joked.

“Cute, Captain, very cute,” Red said as he turned to face her. “The Bifrost is from Horse mythology, the fabled ‘rainbow bridge’, leading to the legendary kingdom of Asgard, home to Celestia, Goddess of the sun. However, Asgard isn’t the only realm, in fact, it is one of nine, our own included. Do you know vhy the Cosmic cube is called just that? It is because it is not of our vorld, just like these creatures,” he said as he turned to look at the monstrosities he captured. “And it is vith this power that pony kind vill evolve to take our rightful place in the cosmos! As Gods!”

“Ain’t that a bit over the top for just one little cube?” Applebloom asked.

“Of course, a couple of foals could never understand my vision.” he said as he turned back to the Cosmic cube.

“Yer right in one aspect, Red,” Applejack said, getting his attention. “Ah could never understand your vision, but not cuz Ah’m a foal. Ah’m just a solider and you, yer just a prisoner of yer own twisted delusions!”

Applejack quickly reared her back legs up and bucked the solider behind her in the gut. The sudden impact knocked the wind out of him causing him to fall forward in pain. Applejack then reached onto the soldier’s back and removed her shield, just as the Red Colt pulled out a pistol an aimed it at Applejack’s back. The star spangled mare heard the ‘click’ of the gun barrel and instinctively turned, pulling her shield up. The Red Colt immediately fired, but the bullet instantly bounced off the shield.

Applejack then charged forward as the Red Colt continued to expend bullet after bullet only for them to bounce harmlessly off her shield. By the time she closed the distance, the Red Colt had wasted all his shots. With his gun useless, Applejack pulled her shield aside and threw a punch, only for the Red Colt to jump to the side and dodge the attack. When his back hit something, he turned to see in fear what he had hit. By the time he turned back around, he saw the Captain’s shield in full view. The solider guarding Applebloom instantly pointed his gun at the Captain to try and aid his leader, until Applebloom grabbed the soldier’s gun and leaned forward, hauling the solider overhead as well as slipping the gun from the soldier’s grip.

When he slammed back first into the ground, Applebloom took the butt of the handle and bashed it against the soldier’s face, knocking him out. The next thing she heard was the sound of glass shattering, which instantly garnered her attention back to her sister. The young filly saw Applejack with her shield extended and the Red Colt lying on the ground and the Cosmic cube rolling on its side a few feet away from him. When the cube finally stopped, it’s glowing began to brighten as a low humming began to sound. Everypony stopped as the humming and glowing became louder and brighter. And once the brightness had reached its peak, the cube released a powerful pulse that shook the entire castle and everything within. The machines in the lab sparked and exploded, sending debris and ponies flying left and right. The sounds of roaring became apparent as the creatures that were detained roused and roared, banging against the capsules that held them. With little effort, they broke free and began to rampage. Scientists scattered and ran in fear while the soldiers opened fire on the creatures. Applejack looked in surprise until she heard Applebloom shout, “Big Sis, Red’s getting away!”

Applejack looked to her sister to see her pointing a hoof off in the distance. She looked and instantly found her target, the Red Colt handling the Cosmic cube with a pair of industrial gloves as he attempted to place it into a metal briefcase. “Ah don’t think so,” Applejack said as she charged toward her foe. But before she could get too far, a large wolf, more than twice her size with black and grey fur baring its jagged teeth as it growled menacingly at her. “Easy, big fella, Ah don’t wanna hurt y-” Applejack was cut off as the beast lunged, roaring with hunger.

Applejack rolled forward, under the airborne creature and when she got to her hooves, the beast hand landed a few feet behind her, trying looked around for its prey. It was then that the Captain noticed a part of the creature’s anatomy swinging precariously between its hind legs. She quickly backed stepped and when she was within range, she bucked her rear legs back into their target. The instant her attack made contact, the poor pup gave a pain filled whine before collapsing to the ground. “Like Ah said, Ah didn’t want to hurt yah…much,” Applejack said with a smirk before a barrage of bullets was flying at her. The orange mare instinctively pulled up her shield and curled up behind it to protect herself as she heard the distinct pinging of bullets bouncing off of it.

Seeing her sister pinned down, being peppered with gun fire by a small group of soldiers, Applebloom sprang into action and opened fire on the enemy line, spraying widespread shots along the array of HYDRA enemies, causing them to scatter and run for cover. Applejack pulled up her shield to find herself safe and looked over to her sister who was smiling at her. “Jeez, what would you do without me?” Applebloom joked.

“Let’s pray Ah never have to find out, huh?” Applejack said as she got up.

“C’mon, Ah think Ah know where Red’s headed an Ah know a short cut.” Applebloom said as she started running toward a hallway with her big sister following right behind.

HYDRA Hanger

The Red Colt marched toward his escape aircraft. A massive cargo plane, a flying arsenal filled with a number of HYDRA tech of armor and weaponry alike as well as a group of some of the most viscous monsters he could acquire. Being followed by his elite guard he headed straight for bay door of his war ship with the Cosmic cube safely in hoof. The dear Captain may have slightly derailed my plans, but I that simply means I must push my time table forvard. This var vill end and from its ashes, HYDRA vill rise and reign supreme. he thought to himself as he began to board his ship.

As if to mock him, the Red Colt and his forces heard the sound of gun fire, causing them to halt. They turned and saw another hallway flashing with gunfire along with the sounds of his soldiers being laid to waste. “The Captain! Kill her!” he ordered.

His troops saluted and went charged to do as they were told, while the Red Colt galloped onto his ship. He knew his troops would fail, but that didn’t matter. He simply needed time to take off. After that, his plans would come to fruition.

Applejack had just finished plowing through a small line of HYDRA troops she and Applebloom emerged from the hallway, trying to gauge their surroundings. “Yah call that a ‘short cut’?” Applejack said skeptically as she looked around and saw they were in HYDRA’s hanger bay.

“It was a short cut, it just took longer cause it was guarded this time,” Applebloom rebutted, but no sooner did she finish her sentence did they once again find themselves under heavy fire, literally as a torrent of flames came flying at them. Applejack quickly leaned down and pulled her head and neck underneath her sister before pulling the filly onto her back and making a mad dash for cover. Applebloom looked to the side to see the Red Colt’s elite guard, all armed with rifles and one with a high octane flamethrower. She then took aim, but the second she pulled the trigger, an audible ‘click’ sounded as the gun refused to fire. “Argh pony feathers, Ah’m out of ammo,” Applebloom groaned.

Applejack quickly dove behind a set of large wooden crates, setting her sister down as the crates were bombarded with bullets and flames. As wood chips began to fly, Applebloom looked to her sister and asked, “What now?”

Before she answered she looked between a gap in the crates and saw the soldier with the flame thrower stepping up to the front of the line. The rear soldiers quickly ceased fire, giving their comrade room to work. Applebloom flinched in surprise as she watched her sister punch her right hoof into one of the crates and pulled off a large flat plank of wood. “Step back,” Applejack said as she stuck the plank in her mouth and backed away from the crates.

The flames from the flame thrower roared forth, spraying the crates all over. The Apple sisters watched the crates become saturated in fire as it quickly started destroying their cover. The elder sister acted fast and took the plank in her mouth, holding it close to the flames. When the tip was lit, she backed away, while the crates started to crumble and turn to ash. Applejack acted fast and took her shield off and stuck the other end of the plank inside in the strap. Before the crates collapsed, Applejack tossed the shield high into the air above them. The soldiers saw the shield flying up, away from its owner, but nowhere near them. When the crates finally crumbled into a pile of burning ash, Applejack and Applebloom were left standing, defenseless.

Seeing nothing but easy prey, the rear soldiers took aim and prepared to fire, when suddenly the soldier ponying the flamethrower felt a slight tug on his gas tank before a loud thud rang in the air. The rear soldiers looked down to see the Captain’s shield stuck into the ground with the flaming end of the plank standing up right. They then looked and saw the tube that connected the tank to the flamethrower was cut, releasing the gas, right over the flaming plank. The pony’s eyes widen in fear just as the flames from the plank lit the gas ablaze and in a matter of seconds, the gas tank caught on fire, creating a large explosion. Applejack quickly pulled her sister down underneath her, using her body to protect the filly from the explosion. When the loud ringing in her ear faded, the two got to their hooves to see their enemies had been decimated. “Okay, Ah gotta add that one to mah roaster,” Applebloom commented with a smile.

Before Applejack could comment, the sound of engines turning over and turbines revving sounded drawing the two mare’s attention to the airship; they saw the ship starting to inch forward, while the hanger bay doors opened up for it. “C’mon, Bloom, let’s go,” Applejack said, her voice brimming with confidence.

Applebloom nodded and the two ran toward the slowly closing lower hatch of the place, but not before the Captain reacquired her smoking, yet still fully intact shield.

Act 0: Ch.8 Red Colt The Head of HYDRA

Act 0: Avengers Initiative

Ch.8 Red Colt the Head of HYDRA

The two raced for the hatch, making it just in time before it closed up. The plane then began to speed up, causing the girls to slightly lose their hoofing for a moment. Seconds later they felt their bodies being pressed down as the plane clearly ascended, rising up into the air. Applejack managed to push herself up and move toward a bay window and saw the plane moving further and higher up away from the castle and soon enough the island. “No turnin’ back now, sugarcube,” Applejack said, turning to help her sister up.

“No turning back undeed, Herr Captain,” Said a familiar voice.

Applejack and Applebloom turned around to see the Red Colt’s werepony lieutenant, Wolfgang Von Strucker standing between a couple of large crates to his right and left. “Strucker, Ah was wonderin’ where you were hidin’ out,” Applejack said, she and her sister taking a prepared stance.

“Ah, yes, Herr Red Colt has sent me to handle the two of you, vunce and for all.” the crimson wolf growled. He then pulled his fists up and banged them against the two massive crates beside him. The crates shook for a moment before the front boards creaked as they fell open forward. As they crashed open to the ground, the Captain and her companion were greeted to the site of two mismatched creatures sitting quietly and calmly inside a pair of capsules, much like the ones inside the lab.

One was an elephant, only it stood on its hind legs with two pairs of arms laced with rough alligator skin, two tusks and two trunks that were actually a pair of writhing, venomous snakes. The other was a large alligator, but it’s body was elongated, about twelve feet long, with ten pairs of stubby legs running the full length down. Its tail was rounded out with sharp, deadly spikes, while atop its head it had four pairs of sharp eyes and on the sides of its jaw were a pair of pincers.

The lieutenant smiled as he reached into his pocket and pulled out what appeared to be a remote control of some sort. He twisted a dial on the contraption, causing the capsules to open, but the creatures still remained docile. “Now, let’s see if the famous Super Soldier can handle some of HYDRA’s greatest weapons, the Chimera.” the young wolf said as he turned another dial.

The collars on the beast’s necks lit up and instantly, the monsters eyes shot open as growled quickly escaped their maws. “Uh, Ah’ll take the ugly one,” Applebloom said with a raised brow and a weary smile.

Applejack simply steeled herself for what she knew would come next. The monstrous elephant chimera wailed as it charged forth, it’s footsteps shaking the cargo hold around them. To their surprise, the beast quickly closed the distance; when it reached them, it raised its four arms up to attack. They quickly dodged to the side, just as the monster’s attack connected, putting a relatively big dent in the floor. Applejack quickly righted herself and saw the alligator chimera sneaking up behind Applebloom as it clung to the wall behind her. “Applebloom, on yer six.” She shouted, before she pulled her shield up and flung it toward the monster.

Applebloom ducked just as the shield flew overhead, hitting the creature on its head, causing it to fall from the wall. Applejack’s shield flew back just as the elephant came at her and threw a punch. She instinctively pulled her shield up to take the attack. Upon impact, her shield took the brunt of the impact, but she had to brace her hind legs as the brute pushed her back, knocking her a few feet. Applebloom watched her sister play defense, but knew she had to do something. She soon heard hissing and jumped back as the Alligator Chimera rose up, hissing and growling at her as drool poured out from its jaw, it’s eyes glaring down at her. It snapped at her, but she quickly jumped back, dodging the attack. The horrendous reptile was faster than it appeared as it continued to snap and bite at her, trying to devour her in one bite. She continued to dodge, she noticed her sister doing the same. Her eyes quickly glanced over to the Lieutenant, still holding that remote from earlier.

Gotta get that remote away from him, she thought to herself as an idea sparked to life in her head.

Just as the monster snapped at her, Applebloom reared back and bucked the beast on its snout. It wailed as it shook its head in pain before glaring back down at her. “C’mon, yah bug-eyed, leather faced freak, this way!” said Applebloom, shaking her flank in a taunting manner before she ran off.

The Chimera hissed in frustration before following after its prey. Meanwhile, Applejack continued her bout with the elephant chimera, the brute was clearly no pushover. With four powerful arms, not to mention the obvious outclass in sheer weight, her only real choice of action was to protect herself. The beast’s lower right arm came at her side, to which she pulled her shield up to take the hit, baring her teeth under the strain. The Chimera quickly followed up with a left hook from his upper left arm, to which she countered by ducking underneath the attack.

Suddenly she found the creature’s snake trunks hissing and lashing down at her. Applejack quickly pulled her shield up over her head, causing the serpents to painfully slam their heads against it. The snakes writhed around in pain as the elephant pulled all its arms up to crush her completely, but before the captain could make a move, the chimera wailed in pain as it’s back jerked and arched back. Its body seemed to go stiff rigid and before long the beast fell back. Upon impact, Applejack heard a distinct ‘crack’ as the whole plane shook for a moment.

Applejack did her best to brace herself and keep from falling down. When the shaking finally stopped, Applejack looked up just in time to see her little sister stand atop the elephant’s stomach. “Seriously, what would yah do without me?” the filly said with a toothy grin.

Before the mare could retort, they heard the lieutenant shout, “No! No! Get up, you vorthless beasts ov burden!”

Applejack then ran up the chimera’s body and then jumped as high as her legs would allow. While in the air, with only a glance she saw the young werewolf fumbling with the remote control. She quickly contorted her midsection and spun her body in midair and when she came around full circle, she loosed her shield, sending it flying down toward the distracted dog of war. Strucker’s ears tweaked at the sound of something cutting through the air. He looked up just in to see the captain’s shield fly down and smack into his paw, knocking the device from his grasp, as well as knocking the pup on his tail. Hitting the floor with painful thud, Strucker lay dazed for a moment as the shield hit the floor right next to his head before hitting the wall behind him and then against the ceiling. Strucker then heard the distinct sounds of hooves clopping toward him.

He then pulled himself up, quickly pulling his pistol from his holster. When his eyes caught sight of Applejack, she was already off the ground, making a midair grab for her shield. He then cocked the pin of the barrel back, taking aim at the defenseless mare, but before he could pull the trigger, he heard a somewhat, high pitched voice yell, “Ah don’t think so!”

He then felt something plow into him, knocking him back down, causing him to drop his weapon. He looked down to see Applebloom trying to hold him down. He growled before pulling his right paw up, extending his claws to dispatch the filly the old fashion way. Suddenly Applejack’s battle cry caught Strucker’s ears, just before the captain brought down not only her shield but the whole of her weight down on his arm. All three heard the disgusting sound of bones being crushed and snapping until Strucker roared out in agonizing pain. He quickly pulled up his fully functional arm and swung it at the two sisters, knocking them back against the wooden crates. Mustering what strength he could, Strucker scurried off, deeper into the ship, clutching his shattered limb beside him. Applejack quickly pushed herself up and made her way over to her sister’s side. “Seriously, what are yah gonna do without me,” Applejack joked as she helped her sister up.

“Let’s hope I don’t have to find out anytime soon,” Applebloom chuckled as she dusted herself off.

“C’mon, let’s get after Strucker,” the captain said, heading in the lieutenant’s direction. “he couldn’t have gotten far.”
Applebloom nodded as she followed behind her.

Airship’s Weaponry room

Strucker had managed to put some distance between himself and the ponies, but he knew they’d catch up soon enough. He looked down at his mangled arm to try and assess the damage. His disfigured limb was all but completely flattened. His fingers broken and pointing in all the wrong ways; his forearm broken in four places from what he could feel beyond the pain; his elbow bone poking out through his skin and finally his shoulder completely dislocated. He knew full well he’d be lucky if could heal and if it did, he probably wouldn’t be able to ever use it again. He growled in utter rage as a surge of pain ran through him, nearly bringing him to his knees. He braced himself against the wall, trying to work through the pain and focus on something else, getting his revenge. His eyes darted over to the heavy weaponry and caught sight of a rocket launcher.

He took hold of it by the strap and carefully swung it over his good shoulder. His ears perked up as the sound of hooves clopping caught his attention. He gave a low growl before grabbing a single rocket for ammo and getting himself into position.

Applebloom and Applejack ran through the hall, running along a metal railway through a biplane hanger. Rows of planes sat side by side, waiting to be dropped and dispatched, but there were no soldiers to pony them. Applejack assumed the Red Colt must have bet all his chips on those creatures he captured to not need even his grunts around. That made things easier for her and her sister, for all they had to do now was hunt down the wounded wolf. The captain kept her eyes peeled down, following the light blood trail from the werepup’s wounds. She pulled her eyes up which lead to a weaponry’s stock room with the door still open. “Ah don’t like this, Cap,” Applebloom said, keeping her eyes peeled for Strucker. “Not one bit, he could be anywhere.”

“You know Strucker, he loves his stealth tactics,” Applejack said as they reached the door.

Unbeknownst to them, high in the rafters above, Strucker was lying in wait against one of the steel support beams, holding the rocket launcher vertically against his chest. He made sure to load the rocket as quietly as he could before they arrived. He peeked around the beam and found his enemies rummaging through their weapons. As the two delved in ever so slightly, Strucker did so as well, slowly positioning himself and readying his weapon. When he was fully exposed, he planted his feet firmly while setting the shoulder mount of the rocket launcher on his good shoulder with the crosshairs of the scope directly over his left eye. I only have one shot, but one shot is all I need, he thought to himself as he prepared to fire.

Applejack pulled herself from the doorway as Applebloom walked through, loading a pistol in her hooves. “Well, he’s not here,” Applebloom pointed out, holstering the gun in her skirt. “Think he went crawling back to Red?”

“Maybe,” Applejack said, “That or…” the orange mare’s voice instantly became stuck in her throat as her eyes glanced to the side and widened upon seeing their target, aiming a rocket launcher directly at them.

Strucker gave a wide toothy grin as he finger pulled against the trigger, firing the rocket at his enemies. Applejack acted quickly, pulling her sister tightly against her barrel as she balled herself up, while bringing her shield up to protect them. In that instant, the rocket made contact with the captain’s shield, creating a large explosion. The shield took some of the impact, but the explosion tore open a hole in the side of the ship.

At the plane’s altitude and the sudden drop in atmospheric pressure, the hole in the ship created a powerful vacuum, sucking everything and anything out into the cold outdoors; all except Captain Equestria and Applebloom. Applejack was hanging for dear life with her shield wedged into the torn hull of the plane while she held onto her sister with her free hand. Applejack felt more than winded, with the wind whipping and slicing against them, not to mention the numbing sensation in her arm from the rocket; even so, she still held on, her willpower, unrelenting as she refused to let her sister go. “Applebloom,” she shouted over the ear splitting howling of the rushing wind. “Talk to me, are yah alright?”

“Y-Yeah, Ah’m good,” the filly answered, her body still a little shaken up from the blast.

“Dammit,” Strucker growled, as he dropped down onto the walkway, adjacent to the two ponies. “Vhat vill it take to kill you?”

The wounded werewolf began to slowly make his way over to them. One wrong step and he would surely go flying right out of the plane. While Strucker struggled to get to them, Applejack tried to pull the two of them back up, but her numb leg was making it more difficult. Applebloom tried pulling herself up to her sister’s back, but the winds were too strong. Suddenly, a strong gust hit, causing Applebloom to shriek in terror, nearly losing her grip as she fell back, her sister’s steel tight grip barely holding her. Applejack’s eyes widened as she felt Applebloom’s weight go taut nearly pulling them both down.

The elder mare looked down to see Applebloom looking down below to the sight of nothing but clouds. Both their hearts raced as fear began to grip them. “Applebloom! Applebloom, look at me,” Applejack told her, snapping the filly to look at her. “It’s gonna be okay, Ah’m gonna…get us outta this, just like Ah always do. Okay?” the captain said putting on her best smile, but Applebloom knew better.

She noticed her sister’s muzzle scrunched up even through her smile. Her sister really was a terrible liar. A strange sense of calm came over the young filly as a smile worked its way on her face and tears began to form in the corner of her eyes. “No, yer not, not this time,” Applebloom said as she slowly shook her head. For the two of them, time almost seemed to stand still as the sound of the wind died down to a maddening silence. “You can’t pull us both up and you can’t hold on for much longer either.” Applebloom told her.

“Applebloom, don’t you dare…” Applejack snapped as her heart suddenly dropped like a sack of hammers in her stomach and tears began to pour down her cheek.

“It’s okay, the world needs Captain Equestria more than it needs plain old Applebloom.”

“Applebloom no!”

“Just do me a favor okay,” Applebloom gave her sister her trademark smirk, before her eyes glanced up to see Strucker standing over her sister with his claws raised up. “Give Red a good kick in the flank for me.”

As time began to pick up, Applebloom let go of her sister’s hoof, but as she fell, she pulled the pistol out from her skirt, took aim and fired a shot at Strucker, clipping his left ear, causing him to stagger back. Applejack felt as if her heart stop beating as her sister fell and disappeared into the clouds. Her mouth hung open, trying to vocalize a cry or scream, she did not know, only some sort of sound to release as tears flooded her face. After a moment, Applejack willed her body to move again. She swung her now free leg up to grab hold of the edge of plane. Even though her arm was numb, that didn’t seem to compare to the hollowed out feeling in her chest, but still, she forced her body to move and managed to pull herself back into the plane. When she once again had a solid floor beneath her, she crawled a good distance away from the hole and collapsed onto her stomach. “A-Applebloom…” she said, nearly above a whisper before she choked back a hiccup, covering her mouth.

Then out of nowhere, a roar snapped the mare to attention when a clawed paw wrapped around her neck, pulling her up from the floor. When she was up on her back legs, the paw left her neck, but was quickly replaced by a furry, bloodied arm, trying once again to suffocate her. “Aw, poor little captain lost her sister,” Strucker cooed into her ear. “Don’t vorry, I’ll help you reunite vith her.”

Applejack grabbed onto Strucker’s forearm, trying to pry him loose but he refused to let up. Applejack looked over her shoulder and saw Strucker’s left ear was nearly gone with blood gushing down the side of his face. She then reached back behind her and grabbed Strucker’s wound, pressing her hoof hard against it. Strucker cried out in pain, loosening his grip. With more leverage, Applejack wrapped her hooves around his neck, leaned forward and flung the werewolf over her shoulders, slamming him onto the floor. Not giving him a moment of rest, she quickly stepped on his mangled arm, earning another cry of pain and then raised her shield up and jammed the edge of it down just below his elbow, cutting his arm clean off. Strucker roared in pain as blood spewed from his dismembered limb. He rolled away and onto his knees clutching his wound, completely unaware that he was positioned directly in front of the hole in the hull of the plane.

With him right where she wanted him, Applejack wasted no time as she reared back and bucked Strucker in his chest sending him flying out of the plane. His screams quickly died down as he vanished from sight. Applejack stayed stock still, breathing heavily. The only thing filling her mind was the sight of her younger sister falling away from her. “A-Applebloom…I-I,” Applejack stammered, trying to get her mind right once again.

Just do me a favor okay, the fillies voice sounded in her head, clear as a bell, Give Red a good kick in the flank for me.

Applejack felt her nerves steeling themselves once again as her breathing finally calmed down. She stomped her hoof in the floor as she stood up, strong once again. “Don’t worry, Bloom, I’ll do more than kick his flank. I’ll kill him.”

The captain pulled her shield from the floor and made her way forward, through the ship, heading for the cockpit to finally put an end to this.

Cockpit

It wasn’t hard finding it after finding the railway to the highest level. The Captain rounded the corner into the room, the first thing to catch her sight was a wide windshield and in front of it, a single pilot seat before an array of buttons, leavers and switches. Her eyes drifted down to a strange device sitting in the middle of the room. It appeared to be some kind of generator and housed in the middle of it was the Cosmic cube. She focused back on the task at hoof and inched her way closer to the cockpit seat, her shield right over her chest, ready for anything. As soon as she was right behind it, her ears perked up to the sound of ‘clanking’ and ‘clopping’ or hooves hitting metal behind her. She immediately turned around as the sound of machine gun unloading rounds at her and the bullets bouncing off her shield. “Honestly, I haven’t seen a mare so stubborn in all my life.” The Red Colt shouted over the gun fire.

“Glad Ah managed to meet your expectations!” she shouted back as she charged forward.

The Red Colt continued to fire, even as the captain closed in. When she finally reached him, she swung her shield, knocking the weapon from his hooves and causing him to stagger back. The orange mare kept up the pressure and nailed him with a right and left hook, until he blocked and countered with a right cross. The captain stumbled for a moment before Red grabbed both sides of her head with his hooves and head butted her. The captain fell flat on her back while her shield slid off her hoof from the impact. Red quickly scooped up her shield into his hooves and brought it overhead and slammed it down onto the mare’s chest, knocking the wind out of her and pinning her to the floor. “You don’t understand anything, Captain,” he growled as she struggled to push him off. “All I want is a world where ponies are united under one banner. Under one cause. It vill not matter of vhat species or nation a pony is from for there vill be none. In my future, ve are all one Pony. One God! You and I, Captain, are already Gods, yet you choose to fight me as if I am the enemy.”

“That’s…because you…are the enemy,” Applejack shouted in pure rage and defiance. Mustering all her strength, she pushed Red off of her, sending him flying back into the wall, causing the shield to fall loose from his grip as he collapsed to the floor. “Your future involves harming and killing those who are weaker than you. Your future demands pointless bloodshed. Your future is a place my sister died trying to stop and it’s a future Ah’ll die to stop as well. One way or another, this ends here!”

Applejack looked down and grabbed the machine gun, and then turned her attention to the Cosmic cube containment unit. “No! Stop you foal!” Red shouted as he watched her open fire on the device, doing her best to destroy it. One of the bullets cracked the capsule contained the cube, causing a burst of the Cube’s energy to be released. The resounding wave of energy shook the entire plane as well as damaging the plane’s control system, causing sparks of electricity to fly about the room. Applejack fumbled and fell to the floor, while the Cube’s containment unit gave a mild humming sound, when the Cube rose up from the middle of the device to the top. “No! No! No!” Red shouted in fear as he raced toward his crown jewel.

When he reached it, he grabbed the object with his bare hoof, it’s beautiful transcendent blue glow shining brightly in his eyes that he couldn’t look away. Even though his plans had been coming undone, it didn’t matter; so long as he had the cube anything and everything was possible. The Cube’s light began to shine even brighter than ever before. Its power began to surge once again, releasing constant waves of its energy all around them. Soon the energy converged overhead, covering the entire ceiling of the room when suddenly, the ceiling disappeared, revealing, not the sky above the plane nor any rushing wind to indicate a hole, but instead they saw stars. Thousands upon thousands of stars sitting in nothing but empty space. Their eyes widened in surprise and awe at the beautiful majestic view as if they had a front row seat to the vast reaches of the galaxy.

That tranquility was quickly short lived as the cube’s light began to intensify once again. In mere moments the cube released a pillar of light, shooting it into the dimensional gap above. The light then spread from the cube and started to envelope the Red Colt. The super solider watched as the light slowly burned his hoof before his very flesh was peeled from his body and sucked up into the void. He screamed in agony as his body was slowly torn apart, piece by piece, molecule by molecule and sucked up into the vastness of space. In a matter of moments, the Red Colt was completely torn a sunder and disappeared into the void. When he was finally gone the gap closed; the only thing that remained was the Cube. Applejack was speechless; she had seen many things in this war, but that was certainly something she would deem as a whole new level of weird.

However, her own surprise was short lived as well before the plane shook once again, directing her attention to the busted control console. She quickly grabbed her shield and ran over to it, taking her seat at the helm. She immediately started flipping the switches. She had taken aeronautics training before for many types of planes and this was no different. She looked at the gauges and saw that the plain was losing altitude…fast. She tried to get it stabilized, but the gears were jammed. She tried activating the autopilot, but it was non-responsive. She tried everything she could think of, but nothing was working. The plane was going to crash and she couldn’t stop it. Applejack looked out the window in front and saw the plane falling through the clouds. Everything seemed so peaceful and calm. Looking at it all, she closed her eyes, took a deep breath and sighed heavily. She slumped back into the chair, feeling her body go totally relaxed.

“Hm, so this is it,” she asked to nopony in particular. “This is how it ends for me? Well, Ah guess it could be worse.” she gave a light chuckle with a smirk.

The plane soon cleared the clouds and the sight of an ice glade came into view. “Well, Applebloom,” Applejack said as she placed her shield down beside her. “Ah didn’t kill him, but Ah hope sending somewhere through…space Ah guess is good enough, right?”

As the plane grew closer and closer to the ground, Applejack reached into her suit and pulled out an apple shaped locket. She opened it up to see a black and white picture of herself and her sister hugging each other, smiling, together. “Don’t you worry, little sister, wherever yah are, Ah’ll be there…soon.”

She saw the ground coming up fast. She closed her eyes, placing the locket to her chest and waited. In a matter of seconds, the plane crashed deep into the ice, cracking the surface all around it and soon after, the plane sank beneath it until the arctic waters swallowed it and disappearing into the deep.

Elsewhere

Somewhere, out in the vastness of space, a black space craft roamed about. Its exterior structure was similar to that of an insect. The platting seemed like chitin exoskeleton armor rather than metal; on the underside of the helm of the ship appeared to be a massive pair of pincers; the rear appeared to be in the shape of an enormous stinger, while atop were a pair of light green glowing sails in the shape of insect wings and at the front a giant pair of round green windshields that looked like the eyes of an arthropod.

Aboard the ship, a mass of black creatures scurried about. Their bodies were equine in form but they carried very insect-like traits. Their bodies were covered, not in fur, but a chitin armor, much like their ship. Their legs were riddled with holes but it didn’t seem to hinder their movements one bit. A pair of insect wings on their backs, a sharp horn atop their heads, a pair of glazed over bug eyes and fangs protruding from the top of their mouths.

In the main control room of the vessel, more of the bug ponies scurried around, some ponying strange monitoring devices. In the center of the room sat a large throne and atop it sat another bug pony, but this one was different. Its body was much larger and taller than the others; it’s body had a very hourglass figure. A pair of tattered insect wings were draped down it’s back, a long teal blue mane draped over her face and down its neck and a blue and green chitinous plating at her midsection. The horn atop its head, much like its limbs was filled with holes, but jagged and curvy. In its mouth lay a pair of sharp teeth, waiting to sink into something.

One of the smaller bug ponies trotted over to the larger one before it stop and bowed its head low to the floor. “My Queen,” It said, still not raising its head.

The Queen slowly opened her eyes, revealing a set of dark green slitted eyes, glowing with sheer power and authority. She looked down at the lowly drone, half closing her eyes in annoyance for being disturbed. “Yes, what is it?” she asked, her beautiful velvety voice giving a slight echo as if two individuals were talking at once.

“Our scanners are picking up a strange massive energy reading and it’s moving very fast.” the drone said as he looked up to face her.

The Queen raised a brow, cocking her head slighting in interest and confusion. “Where is it headed?”

“That’s just it, by the calculations it’s headed…here.”

“Here?” the Queen said as she stood up from her thrown, drawing the other drone’s attention.

In the instance she stood up, a surge of blue energy appeared near the entrance of the control room. The energy then exploded in a small shockwave, knocking the drones to the floor, but the Queen stood, unfazed by the sudden rush of energy. When the shockwave died down, a dimensional gap opened up at its epicenter. The incect queen took a few steps toward it before a blue pillar of light appeared, but no sooner did it appear did it vanish completely and from it lay a black leathery mass on the floor.

The Queen glanced up at the gap just before it closed and then made her way over to the crumbled mass on the floor. With a slight push of her hoof, she rolled the creature onto its back, revealing it to be the Red Colt, lying unconscious. Upon seeing him, the Queen’s eyes widen in shock and amazement. C-Could it be? Could he be him, the one the prophecy spoke of? she thought as her drones quickly hurried over to her side to see what she was looking at.

“Your Majesty, what is it,” One drone asked.

“This my dear children just may be the answer to our prayers,” the Queen said with a devilish smile as her eyes started glowing with her excitement.

Act 0: Ch.1 The Invincible Armored Iron Mare

Act 0: Avengers Initiative
Chapter 1: The Invincible Armored Iron Mare

It was a relatively sunny day in the city of Manehattan. The city was still in constant motion with the hustle and bustle the big city was well known for; Ponies making their way to work on the street; Street performers making spare change in the park and lines for taxies around virtually every corner; Today seemed like a very typical day in the loud metropolis. However, unbeknownst to the city ponies something was stirring down by the boardwalk at the Manehattan bay.

Two earth pony stallions were strolling along the pier melding into the other civilians around them. One had a dark brown coat with dark brown hair with a Video camera for a cutie mark holding a Video camera in his right hoof, while his companion had a light caramel coat and a light blue mane with a scene marker cutie mark who wore a directors hat and sun glasses. “Okay, Snap Shot, we need a really good movie idea this time, our last film barely broke even in the box office.” The Caramel stallion proclaimed, stomping his hoof angrily against the wooden boards.

“I know, Picture Perfect, but I got nothing,” Snap Shot said as he continued playing with his Video Camera, looking around at all the passer byers, catching them all on film. “I’m open to suggestions.”

“Well, whatever it is has to be BIG! FLASHY!!! It has to make the crowd go-”

“AAAAAHHHHHHH!!!”

“Yeah, like that, but little less horror movie-ish.” Picture Perfect

“No, that was somepony scre-” Snap Shot was cut off as some sort of energy beam came from out of nowhere, blasting the street behind the boardwalk.

Ponies began screaming and scrambling as another beam came and shot a hole in the pier; all the while, Snap Shot continued to film the devastation erupting around him. “Snap, are you getting this!!!” Picture asked frantically, getting into the line of Snap Shot’s view.

“Yeah, I’m getting the Tartarus out of here!!!” Snap Shot said as he tried to make a run for it, but found himself running in place.

“No, this is what we’ve been looking for,” Picture Perfect said, through a mouthful of Snap Shot’s tail. “We gotta get this on film!”

“Are you crazy? We gotta-” Snap Shot was cut off when an explosion went off in the water next to them, “Maybe a quick look, then we’re gone.” He groaned.

Picture Perfect let go of his friends tail and the two ran toward the end of the pier and out toward the open ocean where they found a few more curious ponies looking out toward the sea at something. “Whoa, what is that,” Said a fellow onlooker.

Snap Shot turned the lenses on his camera to get a better look at what he was seeing. A little far out at sea stood a massive figure thrashing around in the sea. It looked like a pony, but it was certainly too big to be one. Snap Shot focused his lenses a little more and saw the figure to be some sort of giant golden robot pony. Suddenly an explosion erupted from the back of the robot’s neck as something went flying around to the front of the Robot pony as it flailed its neck around. The Robot pony made a swing at something that was too small for Snap Shot to make out from the distance, but whatever it was dodged under the attack and blasted the Robot pony in its face.

The Robot pony brushed off the shot with a shake of its head as its eyes began to glow and it released an energy beam, obviously trying to hit its assailant, but failed to do so, shooting it off into the ocean. The beam came up to the bottom of the pier before stopping, causing a geyser of water to shoot up, drenching Snap Shot and the other civilians. Whatever was attacking the Robot Pony flew up into the air just above it and released a massive lavender energy beam, far bigger and stronger than the Robot Pony’s, hitting its target dead on, causing it’s to explode into pieces.

The explosion caused a strong shockwave to reverberate through the air to toward to pier, causing everypony to brace themselves and shield their eyes. “Everypony run!!!” Somepony shouted.

Everypony looked up to see the Robot Pony’s giant flaming head soaring right toward them. Snap Shot, Picture Perfect and the other onlookers screamed and scampered away for dear life. Snap Shot knew he should keep running, but the urge to catch the display on camera was too great. He turned to catch the debris fall, but as he did, he saw the Robot Pony’s head coming straight for him. Not paying attention to where he was going, Snap Shot tripped back on his right foreleg and landed on his back, his eyes widened in shock as he continued to film the instrument of his death hurtling straight for him.

At the very last second, something flew in between Snap Shot and the Robot head stopping it in its tracks, causing his eyes to widen so much, they might have poked cleared through his Video Camera. Holding up the Robot head in her front hooves was another robot. The other Robot was actual pony sized with its entire torso and hooves were lavender purple and its upper thigh and legs were a light hot pink. Its three distinguishing features were the unicorn horn atop its head, the bright pink star cutie mark on her flanks and the lavender glowing sphere in the chest plate.

Snap Shot knew better that this wasn’t a robot, but his muzzle couldn’t form the words to address his savior. The Lavender robot was staying in midair on her rear hooves pushed off the ground with the same lavender energy as the energy from before. The Robot forced more energy into its rear hooves, pushing the debris further away from Snap Shot as he began to stammer, “You’re I-I-I-,”

“Oh, yes, I’m Iron Mare, sorry about this,” Said Snap Shot’s savior in a female tone.

Four Hours Later

Out on the freeway, among the array of magically powered chariots, a pair of mares sat in a luxury sports chariot flying down the road. The passenger Pegasus mare had a light brilliant gold coat, while her mane and tail was a mixture of light orange and amber, giving it the appearance of flames. She wore a blue suit littered with medals and badges of all sorts with a white dress shirt and black tie underneath. The driver was a lavender unicorn, who had a mane that was a darker purple with a rose pink streak going through it. She wore a plan white dress shirt with a plain brown dress skirt and in the middle of her chest was a light glowing sphere underneath her shirt.

The two mares sat together watching a news report on their portable crystal ball projector. A gray newsmare on the crystal ball continued her report as the driver and passenger listened intently. “And that stunning footage came to us live from Manehattan bay this morning, what fellow witnesses are calling-”

“A giant robo-pony, really” The Pegasus passenger complained as she touched her hoof to the ball, causing it to turn the crystal ball off and retract into the dashboard of the vehicle as she glared at the mare driving. “You know, you could’ve called me Twi, I do have this contraption called a phone. It’s used to communicate with your friends so they can, oh, I don’t know . . . help you.”

“First off, I know what a cellphone is, Spitfire, I invented it, secondly, I did leave a message in your War Horse armor; you know, the armor I gave you. Honestly, if I didn’t know any better I’d say you keep it around just to attack dust bunnies in your office. That’s not what I built it for.” Twilight Sparkle replied in a somewhat hurt fashion. “Also, it wasn’t much of a problem. I handled it, even though I don’t think that video captured how big the thing was, but who cares.”

“That’s not the point, Twilight,” Spitfire practically snapped. “You and I shouldn’t even be fighting giant robots in the first place, that’s SHIELD’s job,”

“And here I thought the Captain of the Wonderbolts Ariel Forces didn’t like SHIELD?” Twilight said with a smirk as she looked at her friend.

“Not much more than you do, mainly because of the secret opts stuff they work in, but this is what they do; they’re not the bad guys, Twi, let them do the dangerous stuff and you just help them.” Spitfire told her as she crossed her arms.

“You know I can’t do that; I’m out of the weapons business and I can’t . . . no, I won’t give him anymore of my tech.” Twilight said in a sterner tone. “You’re looking at a kinder . . . gentler Twilight Sparkle.” She said in a more chipper tone.

“That fights super villains.” Spitfire finished for her in an irritated tone.

The lavender unicorn ignored her compatriot for a second as she focused her magic. Her horn began to glow and the chariot made a sharp right turn into the next lane and sped up to pass the chariot in front of her by and from there, she saw it . . . Sparkle Industries Tower; Her company builder standing as the tallest skyscraper in all of Manehattan with her last name running down the builder side in build bold letters and her trademark cutie mark at the very top of the building.

Her home away from home; at the top was her office/mini lab where she tinkered with her Magical tech inventions or held her board meetings, as well as kept a few of her Iron Mare armors stashed. Being a business mare wasn’t easy, but Twilight Sparkle was known for making it seem that way. Even between her little vigilante escapades, she was never late for her meetings or appointments and she took great pride in that. “. . . ight . . . .Twilight!” Spitfire’s voice came roaring through her mind, pulling her back to reality.

“Spitfire, you know I love you, but we’ve had this discussion before. I’m not helping SHIELD” Twilight told her.

“Fine, but what about the Spike Buster Unit? Even if you won’t-”

“I’m not going to help them either,” Twilight snapped, anger clear in her eyes, causing Spitfire to flinch a little, but quickly composed herself.

“Twilight, I know you feel guilty about him more than anything, but you can’t just ignore what he’s done.” Spitfire told her.

“No, I can’t, but I can’t help General Belle in his Dragon hunt either. He should just be left alone.” Twilight said as her anger subsided and was quickly replaced by its sister emotion, sorrow.

Twilight felt her mind returning to fond memories of a time long ago when she had two brothers. Her older brother, Shining Armor and her younger brother, Spike the Dragon. She quickly shook her head, trying to keep back the pain and tears. “I can’t help them, Spitfire, I just can’t.” Twilight told her as she stared ahead at her tower.

Spitfire sighed heavily and dropped the subject altogether as Twilight picked up speed, wanting nothing more than to be in the safe haven of her sanctuary.

Elsewhere, beneath Sparkle Tower stood a mare with a tan coat and bright orange mane; she wore a slightly darker suit with a white dress shirt underneath and a long black dress skirt as she held a clipboard in hoof tapping her free hoof on the ground impatiently. She stood in a well-lit, wide garage surrounded by a menagerie of different chariots owned by Twilight Sparkle; that mainly sat around collecting dust if it weren’t for the valets that kept them clean for her.

The mare’s ears perked up as she heard the sounds of tires coming from the entryway before her. Right on cue, a luxury lavender sports chariot rode in and stopped a few feet away from her. “Note Pad,” Twilight exclaimed happily as she exited the vehicle with Spitfire in tow. “You didn’t have to come and greet us.”

“I didn’t, Ma’am, I came because you weren’t answering your phone,” Note Pad responded in an irritated tone.

“Oh, she doesn’t use one of those; did you leave it in one of her armors?” Spitfire said sarcastically as she draped her arm around Twilight shoulder.

Twilight ignored her friend and brushed her away as she asked, “Sorry, Spitfire and I were having a redundant conversation. Why, what’s the problem? I made all of my appointments for the day, right? I didn’t miss or overlook something, did I!?” Twilight said as she began to freak out.

“No, you made all of your appointments, that’s not the problem. HYDRA just attacked the United Nations!” Note Pad told her.

Twilight and Spitfire shot each other a shared horrified expression as Twilight turned back to her assistant and asked, “What’s happening?”

In a quick flash of her magic, the three mares were teleported to Twilight’s top office. The room was vast and wide; the floor made of polished marble and the walls made of a special proof and durable material for some of her tech experiments. Her desk stood in the center, in front of a giant window where she had a perfect view of the city; but that wasn’t where her gaze was now. Twilight lit her horn in magic once more and levitated a remote control into her hoof.

She pressed one of the buttons as she and the other mares turned to the right wall of a room that held a large oil panting that covered up most of the wall, causing a crystal ball projector to rise up, just under the painting. With another push of the button the projector quickly activated and projected its image on to the painting like a screen. Twilight eyes widened in horror as she watched the video feed show the United Nations building near the eastern bay of the city.

From the angle, the ocean could be seen and from there a large shadow was moving under the water, towards the shore. After a few minutes, the figure breached the surface of the water, revealing what seemed to be a large mechanical Hydra head with a large menacing energy cannon mounted atop of it and two pairs of missile launchers mounted on either side of its maw. As the head rose up higher, its mechanical tentacles reached up from the waves and touched down on the shore, pulling itself from the water.

As the machine cleared the water and was over solid ground it stop; opening a hatch underneath, causing ponies clad in camouflage suits and helmets, wearing yellow combat boots, wielding dangerous heavy weaponry. Twilight’s brow furrowed in anger at the scene. “And this is happening right now,” Twilight asked, without taking her eyes from the screen. “Where’s SHIELD?”

“Forty minutes out, I’m afraid,” Note Pad answered. “There’s a military detail at the U.N., but they can’t hold out for long. Ma’am, that’s a full assembly, every world leader in Equestria is attending, including the President.”

That’s all Twilight needed to hear. She turned and started walking toward the other end of her office, which seemed to lead to another hallway. “Twilight, where are you going?” Spitfire asked.

“Note Pad, when’s my next meeting?” Twilight asked, ignoring her friend.

“At five thirty, you’re meeting the Flim Flam Brothers for dinner at the Rising Dragon restaurant for a business proposal.” Note Pad answered, looking at the clip board she held.

“Five thirty? I should be back in plenty of time.” Twilight said in a satisfactory tone.

Twilight levitated the remote back onto her desk as she passed it, leaving her friends behind. Spitfire tried to follow, but was stopped by a hoof in her path by Note Pad. “She shouldn’t be doing this?” Spitfire said as she looked at Twilight’s assistant.

“You know as well as I do that nopony can stop her when it comes to things like this. This is something she feels she has to do to fix her mistakes.” Note Pad told her.

“But she can’t do it all alone, she’s just one pony.”

“Then why won’t you join her?” Note Pad asked.

“I’m her friend, I try to help her as best I can, but I can’t do that out there with her, it’s just encouraging her.” Spitfire sighed stressfully.

“Then don’t encourage her, just support her, like I do.” Note Pad said, placing a hoof on the Pegasus’ shoulder.

Spitfire took a deep breath and sighed as she turned from where Twilight had now disappeared back toward the projector as they watched the HYDRA soldiers continue their assault.

Twilight stood before a large door, the size of a safe vault. She had her mane tied back and up out of her face with her casual attire discarded. She now wore a skin tight black suit that had lavender strips going along the outlines of her shoulders, flanks, neck, sides and from the Arch Mage reactor in her in chest. This was her Mana conduit suit; a special suit she had designed to help her control the mechanics of her armor to properly and effectively channel the magic from the Arch mage reactor in her chest to not only amplify her own magic, but distribute the magic throughout her armor.

As she walked into the heart of the dim room, she stopped before a large metal cube container that housed the tools of her trade. “BARB, are we ready?”

“Of course, Ma’am,” Said a young female teenage voice with a slight digital tone to it filled the room. “The flight plan has been completed, systems are fully operational and the suit is fully charged.”

Twilight smiled at her Best Assistant Replacement Besty (BARB). When Twilight couldn’t count on Note Pad for things that involved her projects and experiments, BARB was always the A.I. she could rely on, her true partner out in the battlefield. “Good, fire it up.” Twilight said happily.

“Initiating the Mark VI,” BARB announced as the container opened.

The container opened up, revealing the main segments of her armor. Twilight stepped into the base of the container where the boots of the armor lay. She placed each hoof in each boot, allowing BARB to begin assembling the armor. The plating of the boots rose up and stopped at her knees, placing the shock absorption plating beside her knees. The shoulder and back plates came down and were quickly fastened in place. As she listened to the repulsors in her hooves hum to life, the chest plate came down, fastening to the back plate, causing the Arch Mage reactor to brighten as it let the magic flowing within release and began to bring her suit to life. And at last, Twilight’s favorite part, the helmet came from the sides, fastening along her jaw and finally the face plate came down.

With her armor now complete the holographic interface activated, displaying everything from energy levels to weapons systems. With everything set, hatch doors opened up directly above her, allowing the sun to shine down on her. Iron Mare looked up and without another word, her repulsors roared to life under her forelegs, allowing her to fly up and out of the Sparkle Tower.

Iron Mare soared through the air with a trail of lavender energy at her hooves at speeds she knew full well beat any jet plane she built for Spitfire’s Wonderbolts. The unicorn did her final systems check when a picture of Spitfire appeared in the lower right corner of her screen, telling her her Pegasus friend was calling her. “Hey, be careful out there, Twi,” Spitfire told her.

“You make it sound like I never am,” Iron Mare stated.

“If you were, you probably wouldn’t be flying into danger right now, Ma’am,” BARB chimed in.

“Nopony asked you, BARB,” The unicorn retorted. “At max speed we should be ten minutes out, fifteen at the most.”

Iron Mare focused her magic into her back plating, activating the extra set of repulsors. Two flaps opened up and spread out revealing two pairs of repulsors under each, making it appear as if she had just grown wings. The repulsors activated and Iron Mare shot the sky, toward the battlefield.

Elsewhere, at the U.N., the small military unit was vigorously fighting, trying to fend off HYDRA. Unicorns were laying down suppression fire and protection, while Pegasus and Earth ponies were moving the wounded and securing the building. As the Unicorns continued their efforts of defense, the Hydra headed robot loomed over them. It aimed the Cannon on its head at the barrier some of the unicorns had put it and began to charge to fire.

The unicorn’s eyes widened in shock and terror, knowing full well that their barrier wouldn’t possibly survive and attack from such a weapon. Just as the cannon was about to fire, another lavender energy blast appeared, hitting the Hydra head right between the eyes, causing an explosion to erupt from the back of the machine.

The lavender beam continued to fire, causing another explosion to ensue behind it, destroying another portion of the Hydra’s head, until another explosion erupted, destroying the rest of the mechanical menace, leaving a giant hole right through its face. The destroyed machine collapsed with the sound of metal bending and falling until it finally dropped back into the ocean and sank underneath the waves. The military and Hydra soldiers stopped as they followed the dying attack back to its source and found the armored clad mare hovering upright over them. “Timber,” She said in a happy tone. “Talk to me, BARB”

“Well, the armor is down to forty percent after using the Uni-beam, which I highly recommended against,” Answered in a somewhat sarcastic tone.

“Sarcasm aside, I meant on the ground.” Iron Mare clarified.

“Oh, yes, we have fourteen HYDRA soldiers, all heavily armed, Ma’am.” The A.I. responded.

“Hm, maybe I should’ve had Spitfire tag along,” She muttered to herself as she scanned all surrounding targets. “BARB, activate external speakers at max.”

Without another word, the A.I. responded to her Mistress’ request. “Attention all HYDRA personnel, you’ve been trying to take over Equestria for the worst part of sixty years. Now in terms of statistics of your success rate over such a time, I believe it is safe to say it just isn’t going to happen.”

As the armored pony began to ramble on about redirecting their efforts to a more peaceful direction, a HYDRA pony soldier pulled out a massive Mana launcher and hauled it onto his shoulder, aiming for armored unicorn. Once Iron Mare was in the crosshairs, the Hydra solider pulled the trigger, firing a large blast of magical energy.

“WARNING: HIGH MAGICAL SURGE IMBOUND.” BARB warned her.

Twilight let out an audible yelp as she dodged the shot and watched it fly passed her and explode outward, creating a wide arch of raw magical energy. No way, that kind of tech is . . . no, it can’t be, it’s impossible, She thought to herself as she turned her attention back to her attackers who finally opened fire at her. “Fine, I was trying to be nice about this, but if you want a fight, I’ll give you a fight!”

Iron Mare reared back a little before diving down toward the enemy. As she weaved through enemy fire, she focused her magic into a compartment opened up on her right hoof, revealing a small rocket with even small bulbs around the barrel. The rocket fired, but after it made it a good ten feet from Twilight, the smaller bulbs fired from the barrel, causing the rocket to fall lifelessly to the ground.

The bulbs spun around in a small spiral as Iron Mare swooped down between the soldiers, before arching back up into the sky. As she did, the bulbs latched themselves onto the enemy’s weapons. All the soldiers stared at their weapons in confusion, while Twilight smirked deviously at them. “Now, Ma’am,” BARB asked.

“Yes, please.” Twilight answered.

With that said, small purple lights lit up atop the bulbs, causing the small contraptions to arm and seconds later, detonate, blowing up the soldiers weapons, knocking them all to the ground with appropriate concussive force, leaving them stunned and dazed as they dropped to the ground. Two remaining soldiers were hiding, kneeled behind a turned over armored chariot. Suddenly, the chariot rose up, levitating off the ground, revealing Iron Mare standing over them, when her horn aglow. The soldiers stared in fear.

“Hi,” Iron Mare said politely before she raised her left hoof and focusing her magic, causing her left repulsor to release a powerful concussive blast of magical energy, knocking the two remaining soldiers out cold.

Twilight looked around her, making sure no other enemies were hiding. “See, this is what I meant, track record: zero success rate. I guess they don’t make evil terrorist organizations like they used to.” Twilight said to nopony in particular as she lowered the chariot to the ground.

Suddenly, alarms began to sound off inside Twilight’s suit as BARB quickly sounded, “WARNING: INCOMING PROJECTILE!!!”

Twilight instantly erected a barrier around herself as something crashed into the ground making three strong impacts a good ten feet in front of her, causing dust to rise up and obscure her vision. Twilight groaned as she shook off her shock and looked into the dust to see three figures rising before her. “BARB,” Twilight quickly called the A.I. up wanting answers as her barrier dispelled.

“Ma’am, armor energy readings are down to thirty-two percent. Recommend recharging.” BARB responded in a worried tone as Twilight continued to eye the figures now bearing down on her.

The three figures seemed to by HYDRA robots, but their makes were something new to her entirely. They stood upright on their hind legs, their upper bodies wide and stocky, while their lower halves were cylindrical and thin, but still big enough to support their massive frames. Their right arms hand five elongated claws, while their left appendages were all two-foot long menacing drills. Their heads were that of Hydra’s with their maws hung open and eyes gleaming an eerie sick, yellow-green. “Target acquired. Designation Iron Mare,” They spoke unison as they raised their drills, activating them as the sound of their buzzing hummed through Twilight’s ears. “Destroy.”

Elsewhere, just outside the shores of Manehattan, a large ship was moving inbound for the mainland. It was a massive Marine warship, but along the four corners sat wide wings, each with a powerful turbine engine keeping the ship afloat and steadily moving the ship forward. Atop the surface of the ship sat an aerial runway, fitted for fighter jets to take off at a moment’s notice and etched into runway was the symbol of a shield and a hoof print in the center; the symbol that stood for Equestria’s greatest military asset; its first and last line of defense; the Supreme Headquarters, International Espionage, Law-Enforcement Division (SHIELD).

Beneath the hull of this massive vessel, at the head of it all, among an assortment of ponies known and trained to be the best of the best stood a snow white Unicorn stallion. His body had lean, but firm build from his many missions and battles. His mane was a blend of sapphire, cerulean and dark blue. He wore a black turtleneck shirt, with matching black pants and combat boots topped with a black leather trench coat. His most notable feature was his right cerulean eye and the black eye patch that covered his missing one. “Agent Lulamoon, Update.” The Stallion ordered, not taking his visage from the wide open array of windows that gave him a view of the Metropolis before him.

The stallion’s right hoof was an azure coated Unicorn mare, manning a computer, with a communication headset in her right ear and clad in a black skintight leotard with the SHIELD insignia embroiled on her flank turned to respond, “The Helicarrier is maxed out at top speed, we should be five minutes out tops.”

“Were any other SHIELD units able to respond?” The Stallion asked, still refusing to take his gaze from the U.N. building.

“Negative, sir,” The mare answered as she quickly went back to the computer to give her boss a proper answer. “All other SHIELD units appear to be under attack and cannot respond. It doesn’t make sense, what the hay is going on?”

“Then that’s five minutes too long, Lulamoon,” His voice practically boomed, causing the mare to shudder as he half turned his head, focusing his gaze onto her. “Got any news that’s actually useful for me?”

“I-I-“ She stammered in fear for a moment, before static began to fill her headset, pulling her from her stupor as a pony began to inform her of something that would answer her boss’s question. “Sir, Iron Mare has arrived on the scene and has engaged the enemy threat.”

The stallion turned his gaze from the mare and back to his view, narrowing his eye and stealing himself for what he knew would be a powder keg scenario.

Back at the U.N., Iron Mare was for lack of a better term, getting her flank kicked. The lavender Unicorn found herself being hit with blast upon blast of energy, each shot attempting to knock her back on her hooves. Twilight tried to weather the attack until one landed a solid hit in her chest, sending her flying a good ten feet in the air until she landed head first into the ground. She groaned as she forced herself up and eyed the enemy drones as they stopped their barrage and stalked forward, barring down on her.

“BARB, talk to me, I need some info,” Twilight told her partner as she managed to get her hooves under her again. “Divert all magical reserves to a barrier and analyze that blast of theirs, something isn’t right about it.”

“Impossible, barrier app is not responding.” The A.I. responded in an apologetic tone.

“That’s . . . not good.” She thought aloud. ‘Also not plausible, those shots just dispelled and disabled my barriers. Breaking a barrier is one thing, but disabling it is something else entirely so how are these things-‘

“Ma’am,” BARB called to her, pulling her from her inner thought and back to the Hydra drone now looming over her with its drill arm pulled back.

“Oh, right,” was all Twilight could say before activating her repulsors and taking flight as the drone brought it’s drill down and dug into the ground as it missed her.

The drone looked up at its fleeing target and cylinder hatches opened up on the drones back as it released a volley of rockets to attack. Twilight steeled herself as she aimed her forearms at the projectiles and firing consecutive shots, destroying some of the rockets. After the explosions ensued, the mare turned to see the ones she missed coming at her. Knowing her barrier wasn’t working, she leaned down and flew off as the rockets gave chase.

She headed for the multitude of flag poles that arched around the drive way, weaving between them as the rockets tried to follow. As she did, she looked back to see the rockets losing synch with her rhythm and not before long did the two hit a couple of flag poles and detonate, destroying said flag poles, causing them to topple over.

Just as Iron Mare swooped upward and righted herself in midair, her alarms quickly began to sound again as BARB announced, “Alert: New contact!”

As if on cue, Iron Mare cried out as something slammed into her, knocking her out of the air and smashing her into the building. The sound a shattering glass filled her ears, before whatever hit her released and fell to the ground with her following behind it as the two splashed down into the large ornate fountain. Iron Mare forced herself up to see her assailant was one of the drones that was already back to its feet looming over her with its drill humming and closing in on her head.

The unicorn acted as quickly as she could, pulling her fore hooves up grabbing the weapon and trying to stop it from piercing her faceplate. “Blast analysis complete, Ma’am.” BARB told her.

“Finally, this thing’s about to pierce my head and I could really use some good news.” Iron Mare stated as the drill was slowly closing the distance.

“The targets are HYDRA Dreadnaught class robots, but have been upgraded with repulsor tech weaponry.” BARB explained as the drill closed in another few inches; just a hair’s breathe from its target.

“That’s my tech. HYDRA’s using my tech, against me?” Twilight started as her eyes and horn began to glow a strong lavender hue just as the drill finally closed the distant and nicked the top of the faceplate.

With all her strength, she pushed the drill aside, pulled her hind legs under her and bucked forward, kicking the Dreadnought a good five feet from her. The Mare quickly got to her hooves as the drone started to stand as its other two companions came to join it. “BARB, give me an electromagnetic pulse; that should fry them.”

“Negative, not enough power,”

“Then divert all power to repulsors.” Iron Mare demanded as she felt her magic channeling into her fore hooves.

Iron Mare quickly stood on her hind hooves with her fore hooves and horn aimed at her enemies and began a barrage and concentrated magical blasts. Sadly as the blasts made contact, the Dreadnaughts erected a barrier, protecting them from the mare’s wrath, causing her to stop her assault and access the problem. ‘That’s my barrier! Of course, to break a barrier, you need more energy than the unicorn erecting it is putting off, even my shields aren’t invincible, but to disable them, you need to be able to match that unicorn’s mana frequency to cancel it out and cripple it which is something only highly skilled unicorns can do. My blasts aren’t getting them because they’ve changed their mana frequency, if I can match it, I can break it.’ Twilight thought to herself as an idea began to form.

All the while, as she thought the Dreadnaughts were closing in on her. Before she was surrounded, Iron Mare took to the skies and eyes her enemies, keeping them in view. “BARB, I need my barrier back up,” She told her partner.

“Repulsor barrier reboot system is already in progress.” BARB responded.

“How much longer until the Uni-beam is recharged?”

“Current power levels are at twenty-two percent, if you don’t sustain any more damage or waste too much more energy, five minutes max.”

“Good, in the meantime can you to scan their systems and find the mana frequency those barriers are using and when you do, match the frequency to the Uni-beam, I’d like to take them out in one shot.”

“As you wish, ma’am,” AI stated as it went to work.

With that decided, Iron Mare dove down toward the Dreadnaughts with her fore hooves aimed forward as she flew between them, keeping their attention on her. As she swooped up, she lit her horn in magic and wrapped one of the Dreadnaughts in her magical grip pulling it into the air along with her. As she righted herself, she twisted her legs and spun herself around, sending the Dreadnaught careening in a wide arch as she spun. “I don’t know which one of you slammed me into the building, but let’s see how you like it!” The Mare shouted as she spun completely around, bending her head horn down, causing the Dreadnaught to go flying toward one of its partners.

The flying Dreadnaught slammed head on into another, sending them crashing a good twenty feet from each other; the remaining watched as its cohorts slid to a stop atop each other, but as it’s turned its attention back to its target, it saw she was gone. “Hey, down here.” It heard.

The mechanical menace looked down to see the Iron Mare with her back turned to it. She then pulled her hind hooves up and just as she bucked, released a powerful burst of repulsor energy to its chest. Even though the barrier took most of the impact, it was still enough to send the brute flying through the air and crashing into the U.N. lobby.

Iron mare quickly flew up into the air and eyed the two drones she first put down and saw them already trying to stand. She quickly dove and crashed down atop of them, stunning them long enough to do a X-Ray scan until she found a component reading ‘Sparkle Industries’ in its back. She then raised her left fore hoof and jammed it through the Dreadnaught’s hull and pulled out the piece of tech that rightfully belonged to her. The Dreadnaught jerked and sparked as it slowly shut down; just as the unicorn quickly pulled it out of the way with her magic and was about to repeat the act with the Dreadnaught underneath, when she was interrupted with a blast to her back.

She groaned in pain as she turned to see the last Dreadnaught blasting her as it came walking out of the lobby. “You’re going to regret that mistake.” The Mare said as she charged the robot.

Elsewhere, among the unconscious HYDRA soldiers, with the blasts and rumbling going on, one pony came to his senses. He groaned pain as he rubbed his head as he slowly began to remember what had happened as an explosion went off behind him. He looked to see Iron Mare battling against the HYDRA Dreadnaughts. Next to him sat the Mana launcher he fired earlier still in working condition. He picked it up, hauled it over his shoulder and aimed it at the oblivious Iron Mare. With the enemy in his crosshairs, he went to pull the trigger when a sharp searing pain hit him from behind, knocking him out again.

The culprit, another HYDRA soldier whom was lying beside him with pistol in hoof still smoking from the fire that was shot. “Not yet,” The pony said as he dropped the weapon and went back to feigning his unconsciousness.

Back on the battlefield, Iron Mare continued to dodge the Dreadnaughts attacks when BARB responded, “Ma’am, I’ve isolated the HYDRA Dreaknaught’s mana frequency, however, the Uni-Beam will not be full charged for another two minutes.”

“That’s fine, with the mana frequency alone a highly concentrated repulsor blast should be enough.”

Iron Mare then flew a good distance above the Dreadnaught and charged the repulsor in her right fore hoof as she flew down and punched her hoof into the instantly erected barrier. The barrier held only for an instance before Iron Mare pushed off and it quickly dispersed. “Ha, no more barrier, how do you like that?” Twilight boasted, however was quickly answered by a punch to the face, knocking her to the ground ten feet away.

“Ma’am, I must advise that you not continue to ask questions like that, they appear to be getting departmental to your health.” BARB stated.

“Dually noted,” Twilight groaned. She quickly felt the thumping of the drone’s footsteps and when she looked up; she found it hovering over her with a strong flame erupting in its maw. “Oh great,” She sighed heavily in annoyance.

The Dreadnaught leaned down to eye level, but Iron Mare quickly brought her hind hooves up and placed them on its shoulders, trying to hold it back. The attempt seemed to no avail as the Dreadnaught released a torrent of flames right in her face. Iron Mare screamed as her armor sent off alarms of danger. “Let’s see how you like it.” She groaned as she pulled her hooves from its shoulders to its face and released a powerful repulsor blast, causing the flames to cease.

When she deactivated the repulsors, the Dreanaught’s face was melted down as well as a good portion of its hull, revealing wires and framework as it sparked; fell back and shut down. Iron Mare stood up and examined her work for a moment as she said, “Two down, one to-”

“WARNING: WEAPONS LOCK DETECTED!” BARB interrupted, but before she could respond, Iron Mare was bombarded by rockets to the back, knocking face first into to ground away from the Dreadnaught.

Iron Mare took a quick second to retrieve the wind that was knocked out of her as she slowly forced herself up. Just as she turned to see Dreadnaught closing in with it drill buzzing to life, it was halted by an array of energy blasts, knocking it away from the armored unicorn. The unicorn looked in surprise as the blasts continued to push the Dreadnaught back, but a few stray shots landing around her, forcing her to cover her head. The Dreadnaught was finally knocked off its feet and one final shot took it down. As the onslaught finally stopped, she then looked up to see the source of the barrage and saw the famous Helicarrier looming over her.

“Oh sure, now you finally get here.” Twilight said as she glared at the vessel, finally getting back to her hooves.

She looked on as she saw a hatch opening up beneath the ship and saw figures falling out of it. As the figures fell, she quickly saw flashes of light from their backs as their decent to the ground began to slow. Finally when they landed with a strong thud in front of where the Dreadnaught once stood, Iron Mare found herself faced with five slightly stockier looking versions of her suit. The only differences being that their armor was wider, bulkier, and thicker around the chest and hooves, probably to hold much heavier weaponry; the color scheme was dark and navy blue and the SHIELD insignia in the center. “Iron Mare, by the authority of the Supreme Headquarters, International Espionage, Law-Enforcement Division, you are here by ordered to stand down,” The Forefront armored soldier stated as he and the rest of his group activated a pair of wrist mounted blasters and took aim. “Iron Mare, I repeat stand down, by order of SHIELD.”

Iron Mare slightly crouched down, preparing for the attack as she thought, ‘Really, we haven’t seen each other in so long and this how you greet me after helping you. Some big brother you are, Shining.’

Meanwhile, atop the bridge of the Helicarrier, Shining Armor, Director of SHIELD stood watch over the whole ordeal, monitoring everything from a set of monitors with Iron Mare in center focus. His computers registering and monitoring her armor and weapons for any and all information it could use. All the while, his gaze never furrowed as it seemed the armored mare on the screen was glaring right at him. “Sir, your orders,” Agent Lulamoon asked.

Act 0: Ch.5 Spike vs The World

Act 0: Avengers Initiative
Chapter 5: Spike vs. The World

It was a dry, scorching day in the barren desert Neighvada desert. The pavement of the highway that lead into the city was so hot one could cook an egg on it. Although this was true, it didn’t seem to bother the lone figure walking along the shoulder of the road. He wore a dark purple hoodie with matching shorts with a green baseball cap and matching green backpack, walking with his head low, trying to hide his face. His body was relatively tall, about the size of an average stallion, but his overall muscle build was nonexistent as his legs and arms were more lanky than anything else resembling muscle. Despite what his appearance gave off, this kind of heat was nothing for him; he knew he had survived worse. As he continued down the road, the humming of a chariot’s Mana engine caught his ear, but he didn’t let it stop him.

The chariot whizzed past him, but he didn’t bat an eye and simply continued onward. He finally stopped when he found himself looking at the base of a pole and when he looked up, he pulled the hat up so he could see the sign above, revealing himself to be an adolescent purple scaled dragon with green spines running along his back. He looked up to read a sign with an array of lights trimmed around it that read “Welcome to wonderful Las Pegasus, Neighvada”.

He looked behind him to see if anypony else was coming but saw nopony, so he pulled his hat and hoodie over his head and continued on into the city. He made his way into the city and lucky for him that it was day time and the city’s liveliness only occurred during the night. He needed to do what he needed to do quickly and the less the city was littered with ponies, the better. Keeping his head low and minding his surroundings, he passed by relatively unnoticed, an art form he had tried to perfect in all his years.

As he continued down the street, a police chariot came into view. He gave a sharp intake of breath of fear and shock, but quickly controlled himself; he had to control himself. Keeping his head low and continuing forward, the chariot finally coaxed passed him, and he could feel the officer behind the wheel eyeing him. Just keep going, pal. Go find a donut shop or something, just don’t- The young dragon’s thoughts were cut off as the sound the police chariots sirens went off, causing him to stop in his tracks.

Without turning, he heard the sound of the police chariot coming to a stop and the sound of the door opening and closing. The dragon gave a snort as green flames escaped his nose and he knew what was coming next . . . running. He then made a mad dash down the street with the police trailing right behind him. The dragon darted down the street, weaving passed what little crowd of ponies lay before him. When he saw a trash can in front of him and he reached it, he threw it down, trying to trip the officer, but he simply jumped over it.

Great, out of all the out of shape cops in the world, I run into the one that’s actually in shape, just my luck. The Dragon thought to himself. He continued down the street, his heart rate speeding up with him. He knew he had to ditch this colt fast or things would get worse. He came to a crosswalk when a chariot was starting to pull out into the main road. He quickly leaped over the hood of the chariot, causing the driver to stop in shock as he continued to run.

When the driver thought it was clear and made to drive out into the main road, the he quickly stopped as the officer came following after, blocking his path. The officer made his way around the chariot and continued his pursuit, but he lost sight of his target. From behind a dumpster in an alley way, the dragon could hear the officer speaking through his walky-talky, saying, “Suspect is on claw, heading west down Harmon, send back up”.

When the officer’s voice faded in the distance, the dragon tried to relax, but his efforts were soon met with a familiar burning in his chest. His muscles went stiff and rigged as he tried to control himself. His eyes began to glow bright emerald green, but he quickly gripped his head and curled his body up as he told himself, “Breathe” repeatedly.

He took long, deep breathes, each one managing to do what he needed them to do and slow his heart rate down. After one final breath, the burning ceased and he sighed in relief. He then let out a gasp as the familiar sound of heavy machinery filled his ear fins. He looked around the dumpster to see massive assault tank driving by. The tank was bigger, but much more mobile than the average tank with the tracks standing at an angle, lifting the torrent off the ground to give it better angling. The dragon stifled a growl as he ducked back behind the dumpster. Out, said a low, deep familiar voice from inside his mind.

This didn’t surprise him as he turned his head to the side to see a shadow standing against the wall, but he knew it wasn’t his shadow, but the other Dragon’s, the one inside of him. This dragon’s shadow was a form of which anypony would fear. A creature of bulking muscle, armor like scales and scorching fire and even though it was a shadow, to the young dragon, the eyes of the shadow glowed the same bright emerald green as his. Let me out, the shadow told him.

“No,” the younger dragon said aloud.

Belle’s here. Gunning for us; Let me out or get out of here, now. The Shadow told him.

“Not yet, not until I finish what I came to do.” The young dragon responded as he reached into his backpack.

When he felt the object he was looking for, he pulled it out, revealing a laptop. He crossed his legs and turned it on, trying to compile a mass of information he had gathered. In one open window showed a multitude of faces, most of which he recognized as other individuals that were exposed to raw Mana radiation, such as himself. He minimized that window to enlarge another, showing a picture of what appeared to be a large three dimensional cube standing on one of its ends on a flat platform sitting in the middle of a dark forest.

Spike knew this place as the Everfree, a place he feared more than anything. He then minimized the picture and enlarged another picture of the reason for his visit into the city. It was the picture of a dragon with a three foot long neck, long snout with jagged teeth protruding from its maw, two lazy eyes, looking in two different directions, two foot long cone shaped purple horns, a pair of small wings, completely disproportionate to the rest of its massive body and four pairs of legs. “Can you believe that’s a dragon?” Spike asked his shadow.

Is that what that is? His shadow responded in a careless tone.

“Whatever it is, I need to find him, fast,” Spike muttered to himself as he started typing into his laptop. When he finished, the picture of his target minimized as another picture of a map enlarged itself, beeping as a dot started blinking on the map. “There you are.” He said as he closed his laptop. He quickly put it back in his backpack and checked to make sure the coast was clear before heading back out into the streets.

At the same time, elsewhere, down the midtown streets of Las Pegasus. An array of Spike Buster Tanks were roaming down the streets, gathering everpony’s attention and behind the row of tanks was a massive armored truck with mounted rocket launchers atop and a satellite dish. Inside it were a group of unicorn and earth ponies, each stationed at a computer monitor with headsets on, monitoring for their attended target. The only pony standing was a white coated unicorn stallion in a standard military general’s suit covered in medals from his many years of service to his nation. He had a brown short buzzed cut mane and a handlebar mustache.

Everypony in his command as well as SHIELD knew him as the stallion that started to Spike Buster Unit since it seemed to be his only obsession in life now; The General Magnum Belle. The General stomped around his mobile base, his anxiety getting the better of him. He knew the scaled menace he was tracking was here, he just had to find him. “Report,” He ordered.

“Sir, a local police officer reported a dragon fitting the description was sighted,” An Earth pony responded, meeting his superior’s gaze. “They pursued but lost him.”

“It’s him, it has to be; Spike is in Las Pegasus.” The Unicorn said with the utmost confidence, as well as slight paranoia. “Radio the Everfree and tell them to get a containment cell ready.”

“Yes, sir, but . . . ,” The soldier stammered.

“But what?” The Stallion practically growled.

“It’s just that, why would Spike come here? He’s stayed away from populated places for months now; he’s even left the country just to avoid our jurisdiction. Why come back now?”

“I don’t know, nor do I care,” Magnum said as he turned back toward the two earth pony’s driving looking out the windshield. “We can get all the answers we want out of him after we’ve captured and locked him away.”

Magnum and his forces carried on in search of their target. Magnum could feel he was close, not just in distance. He felt he could end his paranoid pursuit by the end of the day.

Fifteen Minutes Later

Spike had managed to get to his destination with no interference from the law or any other unwanted pursuers. He now stood just outside a small dinner near the other end of the city. He quickly headed inside and just as he had calculated, his target was here sitting at the counter, eating soup. He certainly wasn’t hard to miss, being the only dragon in the place as well as the biggest, taking up two whole stools, just to sit down.

The place wasn’t all that packed with ponies. Strangely enough they paid him and the other dragon no mind and went about their meals like it was normal. If only they knew who just walked in, He thought to himself as he walked over to the counter.

He took a seat next to his fellow dragon, taking off his hat, hoodie and backpack as an old earth pony mare waitress came up to him with a notepad and quill in hoof. “What can I get fer yah, sweetie?” She asked politely in a southern accent.

“Coffee, please,”

“Regular or decaf?”

“Definitely decaf,” He stressed. The last thing he or anypony else needed was for him to get jittery.

The waitress smiled and walked off, leaving him alone with his target. He glanced at the larger dragon as he sipped his soup, spoonful after spoonful, not paying the purple drake any heed. “Mr. Crackle,” Spike asked the dragon, but he didn’t respond or meet Spike’s gaze. “ ‘Crusher’ Crackle?” Spike asked, but still no response.

“I’ve been trying to find you for weeks now and I know SHIELD is looking for you too, but I’m not with them so don’t worry. Despite your appearance, you’re not an easy drake to find,” Spike told him, trying to sound as casual as he could. “I’m here to help you. I’m a friend, my name is . . . Talon.”

“And how did you find me, when SHIELD couldn’t, Talon?” The Dragon finally spoke as the waitress brought Spike his coffee and he continued to eat his meal.

“Well, because your body is emitting Mana radiation, Mr. Crackle,” Spike said as he took his coffee into his claws, looking at his reflection in the still surface. “I know more about Mana radiation than them. I guess you could call me an expert. I’m probably one of the few alive that could find you. I know all about it; About your record and I know where they took you.”

A slight moment of silence fell over them, before Spike broke it to continue. “The Everfree; Located inside the Everfree forest, it’s a super-villain prison that specializes in subjects who have been exposed to radiation, which created monsters; dangerous abominations; most of which were exposed to Mana radiation, such as yourself.” He explained, all the while, Crackle hadn’t stopped eating his meal. “So, I’m asking you to tell me what you know about the Mana experiments. You see, what I’m afraid of is that SHIELD isn’t helping these creatures but instead, trying to make more of them, turn them into weapons. Do you understand?”

With his bowl clean, Crackle licked the last of the soup off his spoon, looking at his reflection in the utensil. “It’s funny, you know so much, but you never asked me how I escaped.” Crackle commented and as he did, his green scales started turning silver, matching that same sheen of the spoon in his claw.

The silver continued to spread until his scales had the appearance of pure silver, gleaming all around him. Spike’s eyes widened in shock as did the other occupants of the diner; the two dragons stood up, the smaller, trying to keep the larger calm. “No, please, Crackle, calm down,” Spike pleaded as he backed up a few steps. “You’re just sick, you need help, I can help you.”

Crackle simply gave a toothy smile as his lazy eyes focused on the purple drake as he advanced on him. Crackle then grabbed Spike by the throat and tossed him out the door. Spike bounced painfully on the ground until he skid to a stop on his stomach with Crackle following leisurely behind him. “One more thing, I know exactly who you are, Talon. I heard a lot about you in the Everfree and I’ve been looking forward to taking you down.” Crackle said as he punched two of his front claws into his palms.

Spike pushed himself off the ground, pain wracking his body, causing his heart to speed up. He tried to stop it, but it was too late. The pain was soon replaced as another more familiar burning sensation set it. It quickly spread from his heart to the rest of his body as is eyes started glowing bright emerald and dilated to small pins. He could feel his muscles and bones expanding so rapidly his hoodie exploded off him as his body grew, only leaving his pants that soon became torn shorts attached. His spines quickly sharpened out in to bladed fins and the spade on his tail elongating and growing spikes at the tip. Finally his scales changed from purple to emerald green and his underbelly turning dark purple.

When he finally picked himself up, Spike’s form was now towering over Crackle, the former smiling in glee at the monster that most others in the Everfree had faced before him. The monstrous dragon took a deep breath and released a deafening roar that shook the air and the ground around him.

In one quick movement, Spike threw a punch with his massive fist right into Crackle’s chest, the initial impact lifting him off the ground. When Spike pushed him off, Crackle went flying across the city. Spike gave a deep audible growl as he jumped off the ground, bounding through the air after his enemy.

Ten Minutes Later

Out in the barren outskirts of the desert, two highly armed, military helicopters were flying high over the landscape to their destination. They had received intel that their target had not only be sighted but was now in the open, facing off against another like himself. There orders were to, upon sight engaged and neutralize the targets. As they flew, they could see two massive figures falling from the sky fast toward the ground. “HB-1 to command, Target is in sight. I repeat, Target is in sight,” The Cowpony pilot relayed over his com-set. “It’s touching down in Monument Valley. We are in route to intercept.”

As they grew closer to their target, they could distinctly make out the sound of a Dragon’s roar fill the air, easily overpowering the sound of their own propellers.

At the same time elsewhere, Spike was falling to the ground, holding the ‘Welcome to wonderful Las Pegasus, Neighvada’ sign with Crackle directly beneath him. Spike swung the metal sign, smacking it across Crackle’s muzzle with an audible ‘clink’ upon contact. Spike gave two more swings, but Crackle simply shrugged them off, glaring up at the massive dragon.

When Spike went in for another swing, but Crackle managed to duck down and then quickly countered with four consecutive punched to Spike’s stomach before finished with a double uppercut to the face, causing Spike to loosen his grip on his makeshift weapon. Spike quickly recovered and grabbed Crackle by the shoulders, trying to push him down faster into the incoming desert below. The two spun around, grappling each other in midair with Crackle managed to get overhead. He gave Spike two more shots to the face before they inevitably crashed into the ground, shrouding themselves in a massive dust cloud that could’ve been seen from at least a couple miles away.

When the dust cleared, a large crater was etched into the ground and Crackle quickly pulled himself out of it, completely covered in his normal set of scales; but the second his clawed hands touched the soft desert soil, they quickly began to absorb the soil. His eyes widened in shock as he saw his hands starting to sag and fall apart as it became like the loose unstable soil around him.

He knew his ability allowed him to absorb material and matter and turn himself into whatever he absorbed, but he also knew he had to be careful what he was absorbing. Loose material like sand or dirt could easily crumble and fall apart and he would too if he absorbed it. Looking around for something more solid, he quickly spotted the sign Spike had acquired during their scuffle and crawled over to it.

He touched his hand to the blue metal plating on the back of the sign and his scales quickly shifted from the brown soil, to the hard blue metal of the sign. He then stood up and watched his whole body became encased in metal blue scales until a loud thud shook underneath him. Spike loud roar was all that registered as he turned to face his enemy before Spike delivered a solid punch to his chest, knocking Crackle a few feet back with a large fist imprint in his chest.

Crackle slid to a stop, grinding his feet into the ground and faced Spike with a wide grin as the imprint in his chest quickly filled out as if Spike hadn’t punched him at all. “Everything they said about you in the Everfree was true,” Crackle chuckled. “You’ve gone soft.”

Crackle then pulled up his four fists and concentrated, causing his hands to shift and morph into four massive hammers. Spike growled at him and the two charged each other, the ground shaking with each step they took. When they quickly closed the distance, Crackle swung his two right hammers, slamming them right into Spike’s head. Spike grunted as Crackle delivered a barrage of heavy hits, left and right, not once wanting to let Spike get a moment to counter.

Crackle finished his combo by slamming both sets of hammers to each side of Spike’s head, disorientating him and ending it by pulling his hammers underneath Spike and swinging all four up at once, knocking Spike clear in to the air. The massive dragon flipped midair, landing on his chest, but he didn’t stay down. “Is that it?” Crackle asked as Spike groaned and picked himself up, shaking off the pounding in his head. “Are you trying to be some kind of hero? Is that why you brought us all the way out here, to the middle of nowhere, to protect the ponies?”

Crackle then charged, slamming Spike a couple more times, sending him fumbling back a few steps. “Well, I got news for you, Spike, those ponies you’re trying to protect; they think you’re more of a monster than me.”

Crackle went in for another blow to Spike’s face, but Spike wouldn’t have it. Before the attack connect, Spike caught two of Crackle hammers in his one hand, stopping the attack. Spike growled viciously as he crumbled the hammers in his hand like tin foil and began to push Crackle back. Crackle eyes widened in shock, but before he could do anything, Spike dove in and head-butted him in the face. Spike let go and Crackle’s hammer fists, letting his attack send the lazy-eyed dragon rolling back onto the ground.

Spike then gave another powerful roar as he lifted his foot up and slammed it down in to a powerful stomp, causing the earth shaking fissure to form and rocks to rise up from the ground in a linear path, right at Crackle. Before Crackle could recover, one of the rocks rose up, hitting him in his chest and sending him flying into the air.

With his metallic weight, Crackle wasn’t airborne for long until gravity kicked in and sent him falling back to the ground. Spike quickly jumped into the air and when Crackle was close, he threw a powerful punch, sending Crackle flying into a rocky mountain side, wedging him into the rock face. Spike landed and watched as Crackle quickly fell loose and fell back to the ground face first. The green behemoth wasn’t going to let Crackle off easy, not yet.

With one powerful jump, Spike bounded into the air, landing just a few feet from Crackle who had just stood up. Spike then watch as Crackle’s blue metal scales quickly shifted to the light brown of the mountain they were under. “Idiot, Monster, I can absorb anything I want, including rock.”

Spike’s eyes quickly changed from shock to pure joy. He then roared as he bore down at Crackle and threw a punch, shattering both of Crackle’s right arms to dust and pebbles. Crackle gasped in pain as he fumbled back and gripped the space where his arms had once resided. He quickly looked back at Spike and saw that he was giving a toothy grin from ear to ear. “Spike smash rock, Einstein,” Spike told him in a deep, burly voice as he punched the palm of his hand.

Spike then slowly advanced as Crackled withdrew away in fear. “Wait, wait, you can’t do this!” Crackle pleaded, before Spike grabbed him by the head, silencing him.

Spike then picked him up into the air, before slamming him down into the ground. He then leaned down to his face and said, “Watch me.”

But before Spike could make good on his word, he heard something flying through the air; a familiar sound; the sound of a missile flying. He looked up to see and all he had time to do was register that it was indeed a missile he heard before it came down on him and Crackle and exploded on contact with the ground, creating a massive dust cloud. The resulting explosion sent Spike flying out of the cloud, a few fifty yards back. When he finally hit the ground, he rolled onto his back and slid to a stop.

Thanks to his tough scales, Spike knew his body could survive such an attack, but that didn’t mean it hurt any less. He groaned as he rubbed his head, before he saw something land a few yards from him and realized it was Crackle or rather Crackle’s head. “Great, there goes my plan for that full body message back in Las Pegasus.” The dismembered dragon head groaned.

Spike was a little disturbed by the talking head, but knew he had bigger problems coming his way. He quickly picked himself up and knew only one pony could be out here after him. “Belle,” He growled, baring his teeth.

Spike looked off in the distance and saw his least favorite ponies; The Spike Buster Unit, General Belle’s personal army who’s one and only purpose was to destroy him. On ground he had a half dozen of the strange tanks he had seen from the city, the Spike Buster Tanks and overhead were five Hulk Buster Attack Choppers. Spike wasn’t all too concerned about them. His eyes bored passed them to massive armored vehicle in back. He knew that’s where Belle was, getting a front row seat to the carnage he was about to bring.

Inside the Spike Buster Command Vehicle, General Belle stood right behind the driver’s wanting to get a full view of what he was sure to be Spike’s imminent capture. “Sir, your orders?” The Driver asked.

“All Spike Buster Unites, open fire!” He shouted with every ounce of power and authority he held.

Having been given their orders, the Spike Buster Tanks opened up a volley of heavy fire. Spike grunted as the shots came in, using his massive fists to punch and deflect just about every shot that came his way, causing them to explode on impact. As a few shots managed to escape him and hit, he knew he couldn’t hold up against fire like that for long and took off into the air.

Now that he was airborne, Spike was wide open for the Spike Buster Choppers. They immediately locked onto him and fire a barrage of missiles, two of which managed to hot their mark and knock him out of the sky. Spike grunted as he painfully crashed to the ground, bouncing once from his back and finally onto his stomach. He quickly tried to pull himself up, but was soon hammered by a single Chopper peppering him with what he guessed were armor-piercing bullets that were bouncing off his armor-like scales.

He managed to get to his feet, but the stinging of the bullets continued, forcing him to cover his face to try and pinpoint his attacker. The barrage continued, kicking up a dust cloud around Spike. With its target hidden, the Chopper stopped firing, waiting for any sign of movement. A short second later, the pilot wished he kept firing as Spike flew of the dust cloud and latched himself to the nose of the Chopper, slightly cracking the windshield. The Chopper’s aerial instruments quickly sounded as ‘beeps’ and alarms of all kinds went off due to Spike’s extra weight and wresting with the vehicle. The Pilot tried to wrestle control back as he
spun the Chopper around, trying to get Spike to let go.

Spike then lowered himself underneath the Chopper as he held onto the six-barreled Rocket launcher mounted underneath the Chopper. With one strong pull, Spike ripped the launcher loose and fell back to the ground. He quickly right himself and landed with his feet planted firmly in the ground and the launcher mounting on his shoulder. He looked around and saw three Tanks headed his way. He then grabbed a couple of loose cables from underneath the launched and touched the together, causing one of the rockets to fire and hit one of the tanks, taking it out.

He quickly loosed another rocket, taking out another tank, but before he could take out the third, the Chopper from before began to pepper him with bullets again. “Enough with the bullets,” Spike shouted before tossing the launcher at the Chopper like a Frisbee.

When the launcher hit the Chopper, the cockpit and propellers were demolished, sending the Chopper spiraling out of control toward the ground, but before it hit, the pilot ejected himself and floated to the ground safely from his parachute.

Elsewhere, in the Hulk Buster Command Vehicle, General Belle watched as the same familiar scene began to play out before his eyes as Spike continued to decimate his forces. He slammed his hoof on the dashboard between the Driver and passenger seat shouting, “Keep firing, don’t let him get away.”

“General Belle, withdraw your stallions, now,” Sounded a female voice over the radio com-set.

“This is a secure military channel, who is this?” Belle demanded.

“Who do you think, Daddy Dearest, it’s your superior,” The woman answered in an almost mocking tone.

At the same time, from a large jet place, bearing the symbol of SHEILD atop it, a unicorn mare with a porcelain white coat and a purple curled mane with a hourglass slender frame, wearing a black jump suit with a pair of purple gauntlets mounted on her two fetlocks and a matching purple belt with an white hourglass in the buckle stood with her right hoof over her head set, speaking to the disgruntled General. “Now, please, if you would be so kind as to back off, SHIELD will handle it from here.” She told him as she disconnected the channel.

Beside her sat a pink earth pony mare with a puffy cotton candy mane sat in one of the many empty seats aboard the aircraft. She wore a similar black jump suit like her partner, but hers was sleeveless around her from hooves with a pink arrow on her chest point down on her chest with lines running along the outline of her chest, hips, and legs with rings around her fore hooves. On her back was a purple quiver full of arrows and a collapsible bow sitting at her side. She sat with her fore hooves behind her back with headphones on humming the “Smile song” to herself without a care in the world. “You know Daddy isn’t going to listen.” The Pink mare told her partner.

“Not now, Pinkie,” the White mare told her, not wanting to hear anymore of her father.

“Aw, c’mon Rarity, you know he’s too stubborn to listen to anypony. It’s all, ‘must capture Spike’, ‘must destroy Spike’, you think he’d get tired of screwing up.” Pinkie said.

“Pinkie, dear, we’re on a mission to capture Spike ourselves. Director Armor wants him caught so we’re here to do that. Now can we please focus?” Rarity said as she looked over her gauntlets.

“Okey doki loki” Pinkie said as she sat up and pulled her headphones off.

“Sweetie, dear, how close are we,” Rarity asked aloud.

“Time to Target: Two minutes.” The Pilot said over the intercom.

“Ready, Pinkie?” Rarity asked.

“Pinkeye is ready to go,” Pinkie cheered as she reached behind her back, clipping her bow to her fetlock mount on her right hoof. When she pulled it in front of her, the collapsible bow assembled itself, ready to fire.

“And the Violet Widow is ready as well.” Rarity stated.

The two agents felt the ship coming to a stop as the pilot announced, “Target time, one minute.”

“Good, when we arrive, open up the bay doors and get clear of the area, Sweetie, things could get rather messy.”

“Got it, Sis,” the Pilot said.

Elsewhere, back on the ground, Belle watched as Spike was just finishing the last of the Spike Busters. He had destroyed the Choppers and demolished most of the tanks, all but one. The final tank was trying to retreat as it laid down cover fire for itself, but was pointless as Spike jumped into the air only to land on the torrent, crushing it into the ground. The driver quickly got out as Spike then hauled the massive battle tank over his head before tossing it into the last tank he had destroyed, blowing them up together.

Before Spike was nothing but smoldering piles of scrap; all his troops, all his weapons, defeated by this one monster. The monitors quickly zoomed in on the purple brute as his face came into focus, Spike turned as if he knew the General was looking right at him. “Don’t think I forgot about you.” He growled.

Spike slowly advanced on the Command Vehicle, but before he even took two steps a shadow veiled over him. He looked up to see a jet hovering overhead. Great, more things for me to smash, He thought to himself.

As if to answer him, he saw what looked like an arrow fly down and jut into the ground with a line attached to it a few feet in front of him. A moment later, the arrow was followed by two more that struck him in his chest, but didn’t seem to hurt. He then looked back up to see two figures jump from the jet, swinging down the line attached to the first arrow. When they neared the ground, they landed to reveal two mares, a white one and a pink one. “Tick. Tick. Boom.” The Pink one said with a smile.

Spike raised an eyebrow just as the arrow heads flashed and exploded in Spike’s face, causing dust cloud to form. “Oh I think we’re gonna have real fun with this one.” Pinkie told her partner.