My Little Avengers: Equestria's Mightiest Heroes

by Racha900

Rating: everyone
Tags: Main 6, Original Character, My Little Pony: Friendship is Magic, Comedy, Other, Adventure, Princess Celestia, Crossover, Alternate Universe, Human
Length: 9901

There once was a group of heroes. They were Earth's mightiest heroes. One day, Loki, the god of mischief, decides to put a spell on this group, sending them to a mystical land of talking horses. How will they react?

(Edited: 3-4-16)
Once upon a time, in a land of towering green statues and towers so tall they make you dizzy, there was a team. This team, it was composed of extraordinary people, with extraordinary powers. They used these powers to defend the weak and defenseless around them, and were more of a family than a team.

These heroes, often referred to as the Earth's mightiest, were called the Avengers. They had seen some very, VERY crazy things in the past, but nothing could prepare them for a world of magical talking ponies.

How will they get home, you ask?

Well- you'll simply have to read and find out. ;)

Published 2014-08-21 20:50:02 UTC
Last updated 2016-03-08 02:36:44 UTC

Prologue

~ ~ ~ ~ ~ ~ ~ Prologue ~ ~ ~ ~ ~ ~ ~

It was a normal day in New York. Tony was relaxing on the couch, clicking through channels on the TV. He sighed, boredom getting the best of him.

"Pepper? You around?" he called. No answer. Tony groaned and stood up, popping his back in the process.

"Sir, there is a call for you on line one," Jarvis told him.

"Who is it?" Tony asked, cracking his knuckles.

"Director Nicholas Fury," Jarvis replied. Tony groaned again and walked over to the big glass window leading to his balcony.

"Tell him I'm unavailable," Tony said, hoping it would work. He stared out the window at the busy city, it being almost like a jungle.

"He is insisting that you answer him, or he will be forced to come here himself," Jarvis replied.

"Ugh...Fine, pull him up. Let’s see what he wants." Tony said impatiently. His clear window suddenly turned into a large monitor with Fury's image on it.

"Stark. We need you to come to the helicarrier. There’s been a disturbance in Asgard, and we need your help." Fury boomed. Tony frowned. "Loki is up to something, but SHIELD needs help figuring it out. I've already called Captain America, Thor, and Dr. Banner; they’re all on their way.” Tony perked up at the mention of his friends' names.

"Yeah, fine whatever. Do I need my suit?" he asked. Fury nodded and the call ended. Tony sighed as he stared out the window one last time. "Pepper! I'm going out!" he yelled. "Jarvis, get my suit ready," he then commanded.

Tony then walked out onto the balcony, as the automatic machine hummed and began assembling the metal armor on Tony. Once his suit was on, he put on his helmet. "Battery power?" he asked.

"100%, sir," Jarvis replied.

"Good." said Tony as he activated the flight boosters in his hands and feet, propelling him off the balcony and into the air.

~ ~ ~ ~ ~ Steve Rogers~ ~ ~ ~ ~

Steve sat in the back of the van, thinking. He already had his suit on, just in case there was trouble. "What could Loki be up to..." he said to himself as he felt the bumps of the road beneath him. "How much further?" he asked the driver, one of Shield's agents.

"Almost there, Mr. Rogers," he replied, his voice low and masculine. Steve sighed and leaned back, staring at the ceiling. After a few minutes, the van stopped, and the driver got out.

"Hey, don't leave me in here!" Steve said, slightly annoyed. The back of the van opened, revealing Agent Coulson.

"He wasn't leaving you. I just wanted to greet you myself," he said.

Steve smiled and hopped out, grabbing his shield from under his seat. "So, anyone showed up yet?" he asked. Coulson nodded.

"Hawkeye and Black Widow are always here, but the rest are on their way." he told him as they walked.

"And Stark?" he asked.

Coulson chuckled as they walked inside the base. "He's coming though he's not too excited about it," he replied. Steve nodded.

"Sounds about right," he said. Coulson gave him an amused look.

Steve sat down in one of the chairs set around the circular table, looking around. "Where's Dr. Banner?" he asked.

"On his way. Hopefully." Fury replied, already sitting down in the chair at the end of the table.

~ ~ ~ ~ Bruce Banner ~ ~ ~ ~

Bruce paced back and forth across the floor. After the whole Loki debacle, he had retreated back to his home in Cambodia. "Why would he do this to me. He knows I hate the other guy, hate letting him out, but yet he still sends me a summoning. Why, Fury, why?" he grumbled. Bruce's phone buzzed on the table, the picture showing the director's face.

Bruce groaned and answered the phone. "Banner, are you coming or not? This is important." Fury said, his voice cold and commanding. Bruce rolled his eyes. As much as he didn't want to go, he knew that his team may need him.

"Alright. Send me a jet and I'll be on my way," he said with slight annoyance in his voice.

"Already waiting outside." Fury replied, smugness in his voice. Bruce scowled and hung up, shoving the phone in his pocket. Bruce then grabbed his hulk-out bag and walked outside, where, a helicopter was indeed waiting for him.

"Alright, let’s do this, boys." he said, tossing the bag into the helicopter and climbing in.

~ ~ ~ ~ Thor ~ ~ ~ ~

Thor was visiting Jane in New Mexico when he got a call from Fury on his phone. He answered it and talked with his loud voice. "Greetings, Fury. What do I owe the pleasure of this verbal communication?" he asked, Jane helping him with the phone.

"Thor, we need you to come in. Come to the Helicarrier in New York. It's important." Fury replied. Thor's smile faded.

"But, Lady Jane and I were about to go to the theater." he argued.

"Thor, we could use some magical expertise on this one," Nick said, his voice as cold as ever. Thor looked to Jane and she smiled at him and seeing how his phone was on speaker, she had heard everything.

"Go, I can wait. Your team needs you," she said. Thor smiled at her, bringing her into a kiss before putting away his phone.

"I will return, Lady Jane," He said as he whipped his hammer around, taking off into the air.

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

Soon, Tony landed on the Helicarrier, his boots shutting off. He walked inside, pulling his helmet off along the way. Tony made his way to the conference room and walked in to find Steve, along with Clint, Natasha, and Fury sitting around a table. "Wassup, my teammates?" he asked with a smirk.

The trio stared at him with annoyed looks to which his smirk only grew. He then took his seat. Tony propped his feet up on the table, and after getting a glare from Fury, unwillingly took them off.

Soon Bruce walked in, hulk-out bag in hand, and pushed his glasses up the bridge of his nose. "Hey everyone," he said, moving around the table to sit in a chair between Tony and Steve.

Thor arrived along with his iconic flash of lightning and thunder. The god walked in, smiling. "Hello, friends. I was told there is a magical situation?" he asked, taking his seat.

Fury nodded and stood. A hologram appeared, projecting a wormhole somewhere in Manhattan. "This is the source of the recent energy fluxes.

That is a wormhole. We need you guys to close it." he said, closing the hologram.

Bruce and tony seemed to be lost in thought, giving each other glances like they had a psychic connection or something. The team was silent for a few moments before alarms began to sound.

"RED ALERT. RED ALERT. THE WORMHOLE IS GROWING. I REPEAT. THE WORMHOLE IS GROWING. AVENGERS TO THE MAIN ROOM, I REPEAT. AVENGERS TO THE MAIN ROOM." Coulson's voice sounded through the intercom.

"Let's go, guys," Steve said, grabbing his shield and running out of the conference room, the team close on his heels. The team ran down the halls to the main room, where lights flashed red and big images of the wormhole were displayed on monitors throughout the room.

"We gotta get down there," Clint said, determination is written on his face.

"Yea." Tony agreed as they ran to the hangar.

Once the team had gotten to the hangar, Steve, along with Natasha and Clint, climbed onto hover bikes. Tony turned on his suit and put his helmet on, and Bruce held on to Thor. The doors opened and the team took off, answering the cry for help.

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

Tony sped through the air, thrusters at maximum. They soon arrived at the wormhole and were mesmerized by the look of it.

It looked exactly like the wormhole the Chitari had come out of, but with the absence of aliens.

"How do we close it?" Tony yelled, staring at the portal. There was silence throughout the comms as the avengers stared at the large portal swallowing New York.

Suddenly, there was a flash from the portal, and things began getting sucked in. Cars flew through the air, disappearing into the wormhole.

"We gotta get out of here!" Bruce yelled, having yet to hulk out. There was agreed silence between the group.

"Guys! I'm Stuck!" Tony yelled, repulsors firing at full blast away from the portal. Yet the billionaire was still being forced into it.

"TONY!!" the avengers yelled in unison, jumping into action. Steve, Natasha, and Clint rode up to him on their bikes, trying their best to get away from the portal with Tony hanging on.

There was a roar, and Hulk jumped onto the bikes, trying to force them to the ground. What happened, though, was the engines shut off. Thor stared as his friends began moving faster into the portal.

The god swung his hammer around, taking off into the air. He flew towards his friends, grabbing them in his arms. "I have you, my friends!" he said, struggling himself with the gravity of the wormhole.

Thor soon couldn't find the strength to push against the portal's massive gravity. He lost his grip on his hammer and slammed into his friends. The avengers slipped into the portal with a mixture of screams and yells.

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Equestria ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

When Tony woke up, he was lying on the ground, with what felt like tons on top of him. He opened his eyes to find colorful bodies on top of him. His vision was blurred so he couldn't tell who or what they were, so he just lay there.

The billionaire looked around and could barely make out the landscape around him. There was a magnificently blue sky above him, and there seemed to be trees around him, with little red spots....Apple trees! He must've been in an apple orchard. Tony groaned as he looked around, his vision beginning to clear. He looked to see what was on top of him, and he found that they were colorful horses. "What the hell..." he said weakly, blinking to make sure he saw this right.

"Where am I?" he asked, trying to sit up. The billionaire heard a groan and looked to the pile of horses above him, and began to wonder why he wasn't being crushed. Even weirder, the horses seemed almost familiar.

"Did I hurt anyone..." he heard someone say, knowing instantly it was Bruce. Tony smiled and looked around, trying to find the scientist.

"No Bruce, but I'm kinda stuck under a bunch of lumps. Can you help me out?" he asked, trying to squeeze out from under the pile. Bruce groaned.

"Yea. Just let me try to find my bearings." the scientist replied. Tony then saw a light purple horse with brown hair towards the top move, and it lifted it's head up. Tony tilted his head in confusion, but then the horse turned its head. "Tony? Where are you?" it asked. Tony nearly flipped out, completely startled by the fact that one, the horse could talk, two, it knew his name, and three, it sounded like-

"NO," Tony said, staring at the horse. It was strangely cartoonish for a horse and the fact that it talked really freaked the genius out. The purple horse looked down at him with a shocked expression on its face.

"Did you just talk?" it asked as if trying to stay calm. Tony nodded his head, not wanting to believe if it was true. One way to find out. "

"B-Bruce?" he asked, making the horse gasp and fall backward, off of the pile and onto the grass with a thud. The pony- as Tony began to call them, walked around the pile, poking it's head out from around the bodies.

"How do you know my name?" the scientist asked.

Tony swallowed hard, giving him a confused look. "Bruce. Look at yourself. You’re a horse. Well, pony." he replied. The scientist looked at his hands- or, hooves, and gasped.

"WHAT!!?!?" he yelled, instantly falling on his butt and beginning to do his iconic breathing exercises. Tony stared at him, then realized something. If Bruce was like that, did that mean-

Tony looked down to his hands, hoping and praying, but realized they too were hooves. Red hooves. "I'm one too. I'M A FREAKING HORSE. GOD DAMNIT BRUCE LOOK AT ME!!!" he yelled, mainly because of the shock. Bruce walked over to him and examined his face.

"T-Tony?" he asked, confusion apparent on his face. Tony nodded, his eyes wide. He held out his hooves, and bruce grabbed them- don't ask how because Tony had no clue, but somehow the scientist did and pulled him out from under the pile. Tony breathed a sigh of relief.

"We gotta find a mirror. Like, now Bruce." Tony said, desperate to see what he looked like.

"There's a puddle over there," Bruce said, pointing towards a tree. Tony trotted over to the puddle and looked at his reflection. He was a red pony with his iconic black goatee still intact, and his hair was the same if only a little longer. Tony then looked to his chest, and the arc reactor showed through a gray shirt he had on, and feathery red wings stuck out of it.

"Bruce! Bruce look! I got wings!" he said happily, flapping them. He hovered for a moment, then dropped to the ground. Bruce chuckled.

"Yea, yea. Well, you'll need them without your suit," he said. Tony frowned. He looked around, and his suit was indeed gone. He sighed.

"Well. That sucks," he said.

Then, there was a groan from the pile of ponies. "Sounds like Steve is waking up. Wait ‘til he gets a load of himself. And us." Tony joked as he and Bruce walked over to their friends.

To Be Continued?

Chapter 1

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

Tony walked over to the large pile of ponies and sat on the soft grass. He stared at the pile, trying to figure out who was who. He then noticed that each pony seemed to have a tattoo on their hip.

"Bruce, come look at this." he said, calling the purple pony away from an apple tree. Bruce brought two apples with him, tossing one to Tony.

"What is it?" he asked.

"Well, each of these guys have a tattoo on their butt." he said, looking at a purple pony with a dirty blonde cropped mane and tail. On his hip there was a picture of a bow and arrow. He had a unicorn horn poking out of his hair. "Found Clint." he said, looking over his shoulder at the scientist. "And he's a freaking unicorn!" he said enthusiastically, although he had no idea why. Bruce nodded and stood up, walking around the pile.

"I got Natasha." the scientist said, looking at a tan pony in a skin-tight black suit. She had a short, choppy, red mane and tail. Tan, feathery wings protruded from her suit and were resting against her body.

Tony looked at the other two ponies lying on the stack, and they were pretty easy to recognize. "OK, well, Thor is obviously the yellow one with golden hair and cape. Look, he even has his hammer as a tattoo. But- why does he have both unicorn horn and wings?" he asked, staring at the god.

"Maybe ‘cause he's a deity he gets extra powers or something?" Bruce guessed, walking over to his friend.

"Yea. That's probably it. Well, Steve is the blue one, and his shield is of course the picture on his hip." Tony said, walking over to him. "He's like you Bruce, a regular pony." he said, leaning over the soldier. Steve's shield lay near him on the ground, as did Thor's hammer.

Suddenly, there was groan from the group, and Clint lifted his head up slowly.

"Wha- Ohh...my head.." he moaned, putting a hoof to his forehead. "Where- Stark? Rogers? Guys, where are you?" he asked, looking around. His eyes stopped when he saw Tony and Bruce. "Oh Hello there. Nice horses. Just let me try and find my friends, alright?" he cooed. Tony and Bruce exchanged knowing looks and then looked back to Clint.

"Sup, Legolas, How's it hanging?" Tony said, making Clint jump.

"WHAT THE HELL?!?" he yelled, falling out from under Steve, crashing to the ground. "Where's my bow!?!" he yelled again, looking around him. His bow lay near some twigs, with arrows scattered about the area.

Clint's yelling woke up Natasha, who shook her head and stood up, blinking repeatedly.

"What happened? Where are we?" she asked weakly, walking over to them.

"There's a bit of a situation." Bruce said, looking at the agents. Natasha's eyes went wide as she stared at them, her mouth hanging open. Clint looked at her, then back to the pair.

"What the hell is going on, Stark?" he asked, trying to be calm. Tony rolled his eyes.

"I don't know. Seems like the wormhole dumped us in a parallel universe by the looks of it. Unless- of course, that Earth has magical talking horses." he replied with a smirk. Clint gave him an annoyed look.

"You sure are uncharacteristically calm about this. What gives?" he asked, eyebrows raised. Tony smiled.

"Well, I got wings, so I'm good for the moment," he replied, hovering in the air. "Although, I am gonna have to somehow find a way to engineer some armor..." Clint gaped at him, and Natasha looked to her body, seeing she too had wings. She smiled a little and began to flap them, taking off into the air a couple of inches.

"I like this. But what about the others?" she asked, looking to Steve and Thor. "Is that them?" she asked. Tony nodded. The pair soon lost motion and fell to the grass, picking themselves up quickly. Tony then walked over to the super soldier and tapped his shoulder.

"Steve? Capsicle, its time to wake up." he said softly. Steve didn't stir.

"I got this." he said, taking a step back. Tony cleared his throat and Bruce plugged his ears, the agents doing the same. "ATTENTION! CAPTAIN ROGERS REPORT TO DUTY!" he yelled.

Steve instantly shot up and saluted, his eyes slightly crossed.

"Reporting for duty sir!" he said back, before looking at his hand. "What the-", he said before falling off of Thor, landing on the soft grass with a thud.

"Tony, what happened to me?" Steve asked, standing up and looking at himself. "Why am I a horse, and why am I blue?!" he freaked. Tony sighed.

"Its ok, cap. We're all ponies. just chill out." he said. putting his arm around Steve's neck.

Steve gave him an annoyed look and ducked out from under his arm.

The group noticed a large yellow pony grumbling, standing up slowly. "By Norns...I'm an equine?" he asked, looking at his hoof. "I wonder what the others will think of this-" he stopped as he turned to see his horse team-mates. "Oh, nevermind. You already know." he said with a shy smile.

Steve sighed and looked to Tony with a scowl. "Explain Stark. Now," he ordered. Tony sighed and gave them an annoyed look, opening his mouth to speak when there was a rumbling in the clouds. The wormhole opened once more for a moment and a gray pony with jet black hair, along with a horn and wings, fell out of it, screaming his head off.

"Is that-" Tony said, gaping at the sight. Thor smiled.

"Aye. It is." he replied, running over to the colt.

The pony landed on the grass with a 'thud', his golden scepter landing beside him.

"Oh damn those Midgardians....that was not supposed to happen." he mumbled, lying on the ground. The Avengers ran up to him, knowing exactly who it was, judging by his appearance and voice.

"Loki?" Thor asked, looking at his brother. Loki's eyes lay closed, and he mumbled in his injury induced haze.

"No...stupid heroes...kneel," he said softly. Clint growled at the god, still not over his last encounter with Loki.

"I say we kill him." the archer said, glaring at the alicorn.

The avengers shot him looks of confusion and horror, especially Thor.

"What? Agent Barton, if you dare lay a hand on my brother I shall-" he was cut off by Cap.

"Look, it's fine. Nobody's hurting or killing anyone." he said, stepping between the men. Loki groaned on the ground, before lifting his head up slowly and shaking his head.

"Oh... that was quite a fall..." he mumbled, opening his eyes slowly. He looked around and saw the ponies around him, and had a mixture of confusion and amusement on his face.

"Look, I know I should be frightened right now, but you look ridiculous. And judging by our surroundings, my spell worked." he gloated. The avengers stared at him, and he rolled his eyes as if it was obvious. Loki then changed form and looked like Fury, well, pony fury, and mimicked his words.

"Avengers. Theres trouble with magic and we need you to come in." he said with a roll of his eyes.

"You gave us that order?!" Tony yelled, growling at the alicorn. Loki sighed.

"Yes." he said as he changed form, going back to normal. "And now you look ridiculous as pathetic horses." he gloated, getting muffled snickers from the team.

"Look in the mirror Horn Head." Tony said with a smirk, a little excited to see the smug god's reaction. Loki stood up and rolled his eyes, conjuring a mirror with his magic.

"I'VE TURNED INTO SLEIPNIR!!" he yelled, glancing to his legs.”Wait- no, four legs. Not Sleipnir, but an equine. No no no no! That wasn't supposed to affect me!" he said, worry seeping into his voice.

"Brother. Is this your doing?" Thor asked. Loki nodded slightly and moved away from his brother, knowing he could explode at any moment.

"Well, what are we gonna do about this?" Tony asked, hovering a few feet off the ground.

"Well," Steve said, pulling him down. "It looks like wherever we are, we’re in an orchard. and since orchards aren't natural, there have to be more ponies. Maybe even some people." he finished.

The avengers nodded in agreement as Thor tossed Loki over his back along with his scepter, and picked his hammer up with his mouth. Clint put his bow around his neck, and Steve grabbed his shield and put in on his front leg.

"Ok. Let's go find someone to help us." Steve said, leading the group.

Chapter 2

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

The Avengers walked through the orchard, completely lost. Tony groaned and hung his head as he walked behind Steve.

"Steve...Where are we going..." he whined. Steve rolled his eyes.

"Tony, quit it. We're trying to find our way out of here. Look! There's a fence." He said, pointing to a white picket fence. The group walked over to it, easily jumping over it. They looked around and saw a dirt road.

"Let's follow that. It may lead us to civilization." Natasha said, taking the lead. The group followed the red-headed mare, no one bothering to take charge. They walked along the path, talking amongst themselves. Soon, they heard the hustle and bustle of civilization.

"Guys! I hear people! Oh, sweet, sweet people!" Tony said happily, running ahead of the group and up the hill. The Avengers stopped and stared at him, seeing Tony run that fast was strange to them. He stopped at the top of the hill and froze. They exchanged nervous glances and walked up the hill to the billionaire.

"Tony what's-"

Bruce was interrupted by the sight before him. Down below them was a small town, full of old-looking houses and shops, along with a big building in the center of the town.

Tony was mumbling something ineligible as the group stared, watching ponies go about their daily lives. One, in particular, stood out, or that was to say, was a blur. Their vision was caught by a pink blur zipping around town, going from shop to shop. It froze for a moment, they heard a gasp loud enough to rival Thor's, and the blur got closer.

Suddenly, they were confronted by a bouncing pink mare with a pink fluffy mane and tail that reminded Tony of cotton candy. She was bouncing in place, a huge smile on her face.

"Hiya! Who are you guys? I've never seen you ponies before! You must be new in town! And since you're new in town you don't know anypony! Since you don't know anypony you have to have a welcome party! Thrown by me!" the hyperactive mare said, all in one breath. She was bouncing at an alarming rate and it made Tony's head pound.

"Ok. Ok. Who are you?" the genius asked.

"Oh! Silly me! I'm Pinkie Pie! The town's number one party planner!" she giggled, shaking each one of their hooves with incredible speed.

"She has great spirit. I like her!" Thor boomed. Pinkie gasped and bowed, smiling when she popped back up.

"I had no idea there were two more alicorns in Equestria! Have you met the princesses?" she asked, bowing to Loki next. Loki smirked and the Avengers gave her a shocked look, which she replied to with a smile.

"You must be really good friends! OOOOH! I should introduce you to MY friends!" she said happily, beginning to bounce in place again. Tony's head was beginning to hurt watching the excitable mare jump. She squealed and smiled at them.

"So you come meet my friends, then we throw a welcome party!" she said happily.

At this, Steve stepped forward.

"Look, Ms....Pie? We're flattered and all but is there someone we can talk to that can help us?" he asked, adjusting his shield. Pinkie noticed this and bowed to him.

"Of course! You must be a royal guard," she said, looking to the gods.

"Follow me!" she said as she bounced down the road.

The group followed her, Steve taking the lead, behind him Tony, then the rest. They soon reached the town and Pinkie trotted through the small groups of ponies. When Thor and Loki passed, they would bow, say their greetings, and be on their way. Loki smiled triumphantly but got a glare from Natasha.

The group soon came to a really big tree with windows in it. There were branches with birdhouses hanging from them, and a sign above the door read 'Ponyville Library'.

"Ponyville?" Tony asked, looking at the sign.

"Yea! We all love Ponyville!" Pinkie said as she knocked on the wooden door. There was some shuffling, along with a loud crash. Then, a light purple mare with a dark purple mane and tail opened the door. The pink streaks in her mane glinted in the sunlight as he poked her head out, her mane frazzled with a book resting on it.

"Hello? Pinkie! What are you doing here?" she asked, her horn lighting up in a purple aura and the book levitated off her head and into her hoof. She smiled and then looked to the group, her eyes going wide. "Pinkie? Who are your new friends?" she asked.

Pinkie giggled and smiled at the mare. "Silly Filly! This is- uh...oopsie! I never got your names!" she said. The mares turned to them. Steve cleared his throat and opened his mouth to speak, only to be interrupted by Tony.

"The name's Tony. Tony Stark. This here is Steve, Natasha, Clint, Bruce, Thor, and Reindeer Games." he said with a smirk. The purple one nodded and smiled at them.

"Nice to meet you-" she noticed Thor and Loki and bowed. "Oh! Oh, my Celestia! Your highnesses! I'm so sorry! I had no idea royalty would be visiting today." she said, worry in her voice. "Please come in! Come in, I'm so sorry for the mess," she said, waving them inside.

"My name is Twilight Sparkle. If there is anything you need please don't hesitate to ask," she said as they were lead inside the tree, the inside opening up to reveal a large room with a staircase, some chairs and thousands of book by the looks of it.

Tony smirked and took a seat on a pillow, leaning on the wall. "How do you guys know about Thor and Horn Head being royalty? I mean- you're a pony," he said, looking around.

Twilight stopped and gave him a confused look, shaking her head slightly. "What do you mean? It's obvious isn't it?" she said, gesturing to the gods.

"They're Royalty, by the looks of it. I mean, why else would they be alicorns? No offense your highnesses." she asked, turning to the pair. "Have you met the princesses, your highnesses?" she asked, tilting her head slightly. Thor shook his head with a soft smile and Loki mumbled something, probably a curse.

"No Lady Twilight, my brother and I have not had the honor of meeting the princesses of your land." Thor boomed, his voice making the books in the room shake on their shelves.

"Oh well then allow me and my friends to escort you to Canterlot. Let me just send them a message..." Twilight said as her horn glowed a soft purple, and she closed her eyes. It lasted for about a minute before the light faded from her horn, and the unicorn shook her head.

"Alright. They should be here soon," she said with a smile.

So, the heroes sat around the library and waited for Twilight's friends, looking at books and talking as the minutes passed.

To Be Continued...

Chapter 3

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

The heroes waited around in the library, talking and reading, anything to keep their minds busy. Twilight talked with Tony about various forms of magic, happy to share anything she knew with a pony who asked. Bruce sat on a pillow in the corner, happily flipping through page after page of books, quickly getting the hang of his hooves.

Clint and Natasha sat on a padded bench that doubled as a bookcase by a window. Clint was trying to grab an arrow that had fallen onto the floor while Natasha was busy watching him with a serious face. Steve walked around the room, looking at the spines of books on the shelves, talking softly to himself. Loki and Thor sat in the middle of the room on the floor, Thor struggling to pick up his hammer with his mouth, and Loki sitting quietly with his eyes closed, most likely meditating.

"You're majesty If I could help-" Twilight started, looking to Thor struggle. Thor laughed.

"Lady Twilight, I thank you for the offer but only I am able to lift my hammer," Thor told her, his tone slightly smug.

"Oh, So sorry. I didn't mean to intrude. I just was wondering why you weren't using your magic." the unicorn said, walking over to the god. A purple glow enveloped her horn and the hammer was surrounded in a soft purple aura. It was then lifted into the air and floated softly into Thor's waiting hoof. The Avengers stopped what they were doing and watched in surprise as the hammer moved magically.

"How did you-" Tony asked, a shocked expression on his face as he walked over to the trio. "You moved the hammer," he said simply. Twilight gave him a weird look and nodded.

Steve decided then was the time to be a leader. "Ma'am, sorry to interrupt, but where we come from, no one- er, nopony uses magic." he explained, biting his lip hoping she would buy the lie.

Twilight gave him a confused look, but smiled in reply. "Oh. Well, i'd love to teach you if you'd like." she offered. The heroes nodded and she smiled. "Lets see if we can tap into those magic reservoirs." she said happily, motioning for Clint, Thor, and Loki to come to her. "Alright, lets take this outside because magic can get pretty tricky at times." she told them, her horn starting to glow, along with the front doorknob, as it turned and opened.

The ponies walked outside and around the treehouse to the backyard, enclosed in a white picket fence. Twilight opened the gate with her hoof and the heroes, plus Loki walked inside. Tony, Natasha, Steve and Bruce walked over to a picnic table and sat, watching as Twilight led Loki, Thor, and Clint to the center of the yard.

Loki rolled his eyes sat sat regally on the grass, looking like he'd rather be in Hell than there. "I don't see why I must have these magical lessons. I am the most skilled at magic after all." he boasted, getting groans as well as a boo from the heroes and Tony.

"Yes Brother, but do you know how to use your horn?" Thor stressed, putting on a large smile.

Loki rolled his eyes and sighed, clearly done talking.

Twilight looked between the two, smiling a little. "Alright. Let's get this started shall we?" She asked. Twilight cleared her throat and asked for someone to step forward, and, after a few minutes of no movement, Clint stepped forward.

"Let's do this thing!" the archer said happily, getting into what he called a 'fighting stance' which really was him bending his forehooves like a dog wanting to play. Twilight giggled and nodded, her horn glowing a soft violet color.

"Alright. Let's start with the basics. First, think of something small. A baseball, a cookie, a ball of string..." Twilight said, closing her eyes. "Then, think of the item being in front of you. Concentrate on the item, how it looks, how big it is, how it feels. Then-" there was a flash of light and an apple appeared on the ground, gleaming in the sunlight. "And there we go!" The unicorn said happily, waiting for Clint to try himself.

"Alright. I got this. Lemme think....Ah!" he said, closing his eyes. He thought on his object, concentrating on what he wanted to happen. Clint's horn glowed a soft orangish-yellow as his eyes were squeezed tightly shut. Another flash of light, and an arrow sat on the grass.

"Typical." Tony barked, leaning on his forearm.

Steve elbowed Tony and clapped his hooves, cheering for the archer.

"Go Clint! Good job!" he said, giving him a smile.

Soon, Clint, Thor, and Loki, were making things appear at ease in front of them. Twilight smiled and walked over to the bench where the rest of the ponies were waiting. "So, they're making great progress," she said, watching the ponies work.

The ponies were interrupted by the sound of a voice coming from the fence. It was very feminine, from what Tony could tell. The handle on the gate was enveloped in a light blue glow, much like Thor's, and opened up, revealing a white unicorn.

"Twilight! Darling, Pinkie came to get me! She was in such a hurry I wasn't sure what was going on! I came as fast as I-" The white unicorn with a curly dark purple mane and tail froze when she laid her eyes on Thor. Her cheeks turned a bright pink and she began fiddling with her mane, biting her lip. "Oh, I didn't realize you had a friend over...and a gorgeous unicorn at that... My name is Rarity. Pleasure to meet you." she said, smiling seductively at the god.

Twilight rolled her eyes and pointed to Thor's wings. Rarity's eyes went wide, her blush reddening.

"Oh my Celestia! I am so sorry your highness..." she said, bowing to the alicorn. "Please excuse my behavior. I am so sorry..." she said, trying to hide behind her hair as she walked quickly over to the picnic table. Rarity then looked to the other colts, trying to hide her embarrassment.

After a few moments of awkward silence, two voices could be heard from the gate. Two ponies, a yellow pegasus and an orange mare walked in, smiling.

"Heya Twilight, Pinkie just rushed up to the farm and told us ya needed to see us? Is somethin' wrong sugar cube?" the orange one asked, tipping back her cowboy hat. She was the color of an orange, along with a long golden mane and tail, each tied up in a ponytail. On her flank was a picture of 3 apples. Thr group smiled at the mare as she walked over.

The mare looked around the yard, smiling at everypony. "Howdy everypony. The name's AppleJack. This here is Fluttershy." she said, stepping out of the way to reveal a yellow pegasus with very long pink hair.

Bruce looked up from his book to smiled and nod at the ponies introducing themselves, and was about to start reading again when the yellow pegasus caught his eye. She was a light yellow, her blue eyes contrasting the color of her coat in a nice way. On her flank were 3 butterflies, and she seemed to make an attempt to stay behind the orange one. He smiled at her, making her hide behind her hair further. She then followed Applejack to the picnic table, which was beginning to get crowded.

"Well, anyways, back to the lesson. Levitation is-" Twilight was cut off by a rainbow-colored blur, smashing into her and knocked them both back into the fence. Everyone gasped and ran to the pony, wanting to know if she was alright.

"Rainbow! What were you thinking?" Twilight said, pushing a bright blue pegasus with loud rainbow-colored mane and tail off her. The pegasus smiled and burst out laughing.

After a few minutes, she finally calmed down. Wiping away tears, Rainbow Dash smiled and stood up.

"Dash is the name, speed's the game." the pegasus said with a laugh, helping the unicorn up.

"Now, if we could get back to the lesson..." Twilight said, slight frustration in her voice. "Let's learn some levitation shall we?" she said, turning back to the magic users. "Alright. Now, I'm going to set some things in front of you, and you have to just concentrate on the object, and think of it floating. Simple." she said happily, using her magic to pick up some colorful balls from the yard. "Here." she said, setting the balls before them.

The colts each closed their eyes, their horns glowing with a distinct glow. Clint's was orangish-yellow, Thor's was light blue, and Loki's was obviously jade green. Each one's horn glowed for a moment, as the balls slowly began to float in the air.

"Alright, open your eyes," Twilight said, watching as the colts opened their eyes. Clint was estatic, smiling and hopping in place. He walked around the ball, moving his hoof between it and the ground, and all around it for that matter.

"It really is floating!!!" the archer said happily, dancing on his hooves.  Natasha smiled and clapped for him, as did Steve.

Their celebration was interrupted by the loud sound, similar to a spring. The gate opened revealing a bouncing pink pony, a huge smile on her face.

"Oh, not her..." Tony mumbled, receiving an elbow from Steve.

"Goody! Everypony is here!" Pinkie said, zipping over to the picnic table. "How's the magic lesson going?" she asked.

Steve gave her a curious look. "How'd you know about the magic lesson? You left so fast I didn't think you had heard what we were doing," he said, shaking his head slightly.

Pinkie giggled. "I didn't! My Pinkie sense told me!" she said happily, looking back to the magic-users. Twilight smiled and started talking to the colts again, leaving the rest of the ponies to chat with each other.

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

After about an hour of magic lessons, the colts were visibly exhausted. Twilight herself looked a little tired, so the group decided to take a break.

"Whaddya say we all go grab a bunch of hayburgers?" Rainbow asked, launching herself into the air. Tony tried to follow her, clumsily hovering for a moment before plummeting back down to the grass. He mumbled under his breath as Rainbow snickered. "What's wrong with your wings buddy?" she asked, cocking her head.

"Can't fly," Tony replied bluntly, making the aqua pony freeze in mid-air.

"You....WHAT!?" the mare screeched, zooming down to pin the genius to the ground. "You...don't....know...how...TO FLY!?" she yelped. Tony nodded nervously, gesturing to Natasha. "Neither does she..." he said. Rainbow glanced at Natasha with a confused look and stood up, back off of the colt.

"Well, then when we get back, I'm going to teach you." she said confidently.

So, the group made their way to Joe's HayBurger Hut, chatting amongst themselves. The mares lead the way while the heroes followed closely behind.

"Steve, this place is great! I haven't seen a single threat, so we don't have to bust our backs being heroes." Tony whispered, smiling at the colt.

Steve rolled his eyes and continued walking, smiling a little to himself. He had to admit, it was nice not to hear a cry for help every five seconds.

Suddenly, as if on cue, (wink wonk.) a scream echoed through the streets, putting the Avengers on high alert. A mint-colored unicorn with light green and white hair came barreling towards them, screaming at the top of her lungs.

"Fire!! FIRE!!" the unicorn screamed, her horn glowing a faint green. The unicorn ran up to the mares, her forehead beading with sweat.

Before the heroes could jump into action, the mares nodded and ran off in the direction the mare had come, leaving them to wonder. They didn't wonder for too long before running after them down the street.

To Be Continued....

Chapter 4

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The heroes ran down the cobbled streets, on the heels of the mares before them. Twilight was barking orders to her friends, her horn lighting up. She then disappeared in a flash of light and the ponies were left to go their separate ways, each on a mission.

The Avengers watched as each pony did something specific, working like cogs of a machine.

Applejack ran to hydrant after hydrant, kicking off the tops. She then stuck her hooves into the water, guiding it onto the flames of a building.

Fluttershy ran around to the ponies, tending to injuries and making sure no one was inside the buildings.

Rainbow Dash gathered storm clouds around and over the buildings, kicking them to make them release their droplets.

Rarity made sure all the ponies were out of the way of danger, using her magic to help pets and debris.

Pinkie was nowhere to be found until a pink blur was caught zipping from house to house, extinguishing the flames instantly. When she slowed down, Pinkie could be seen holding some weird device that looked similar to a mixture between a helium tank and a bagpipe, except it was bright pink and spitting out white foam.

"These ponies know how to handle their shit," Tony said, watching in disbelief.

Steve nodded, nearly falling over as a bright flash of light made Twilight reappear, dressed in a white flame-proof suit. Her horn glowed a bright purple, and sparks flew from it as she closed her eyes in concentration.

"Look out guys!" Natasha said, pushing Tony and Steve out of the way of a large red stallion running towards them with a cart of burning hay. The heroes landed on the dirt, sending a cloud of dust into the air. They coughed and sputtered, waving away the dust. The ponies around them continued to run around the town, trying to keep the fire from spreading.

"Avengers! Assemble!" Steve shouted, grabbing his shield off of his back with his teeth. The super soldier strapped the shield onto his arm, (with slight difficulty) and ran towards the buildings.

The heroes instantly switched into work mode, Natasha and Clint galloping to citizens to make sure they were alright, Thor opened his large wings, taking off into the sky with his hammer wrapped tightly in his magic, a blue glow surrounding the weapon. Bruce bit his lip, unsure of how these ponies would react to the hulk when he caught a glimpse of a large white stallion with tiny wings running towards him, his eyes bulging and a terrified look on his face.

"Are you alright?" Bruce called out as the pony passed him, the pegasus shouting a "YEAAAAHHH!!!" as he ran, slamming into a house that was on fire. Some beams threatened to fall, being held up by the muscular stallion.

The scientist smiled slightly, the Hulk roaring with delight in the back of his mind. Bruce nodded and let himself fall into darkness, letting out the green giant. The beast roared, charging at the house and supporting the beam alongside the large stallion. It was uneven, the hulk being about a pony's head taller than him, but got the work done.

"YEAAAAAHHHH!!!!" the stallion shouted happily, hoof-bumping the rage monster.

Tony stood in the street, watching his friends help out and try to put out the fire. Without his suit, he felt utterly useless. Tony's ears fell flat against his head as he bit his lip, wanting to help in some way. The billionaire ran over to Applejack, watching as she kicked a hydrant until it blew. A smirk spread across the stallion's face as he ran up to another hydrant, rearing his back legs. Tony heard a faint female voice as he kicked the hydrant with all his might, pain searing his legs. The genius yelped and crumpled to the ground in a pitiful moan.

Applejack galloped up to the pony, sweat beading her brow.

"Uh, Tony? Ya alright there? I tried warnin' ya not to do that. I've been kickin' apple trees mah whole life, so I've built up muscle in mah legs. Ya on the other hand, well...ya really haven't. Are ya alright?" the cowpony asked, kneeling to help the stallion up. Tony grumbled under his breath and nodded, wincing as he put pressure on his hind legs to stand. The cowpony nodded after Tony pushed away from her, galloping back to the hydrants to kick them.

Up in the sky, Thor laughed deeply and swung his hammer around in a circle, the tool soon becoming a spinning blur.

"Take this, foul flames!" he shouted, sending a gust of wind towards the houses. Flames were smothered out on some of the homes, but they still stubbornly licked the walls of others.

"Fear not! I shall call upon the powers of Asgard to-" the god was interrupted by Rainbow Dash, who had shoved her hoof in his mouth.

"Yea, that's great big guy, but we need to put out this fire, like NOW.," she said, turning to move more clouds. "Gimme a hoof here and move these storm cloud in position," she ordered, ignoring the fact that he was an alicorn. The thunderer smiled, nodding with respect.

"I shall do one better, lady Dash. I shall create more clouds!" he said happily, whipping his hammer around as dark storm clouds gathered around it, beginning to block out the already partly blocked sun.

"Whoa!" Dash said, gathering clouds over the houses.

"Ok! Now, let's jump pegasi!" she ordered, jumping up and down on the fluffy thing. Rain droplets poured down from them, extinguishing flames all over.

Meanwhile, Twilight galloped from house to house, her horn sparking as she cast spells left and right. A magenta-colored aura surrounded a house and the flames that licked its walls were put out. The unicorn smiled and ran off to more houses.

Eventually, the flames died down, leaving scorched buildings and piles of ash and dust where shops and homes once stood. The Avengers stood in a circle near a large pony-shaped fountain in the middle of town, scanning the wreckage.

"Not too smart for nearly every building to be made out of straw and wood," Tony grumbled, trying to wipe some soot off of his coat.

"Well, they are horses, Tony." Natasha replied, straightening out her disheveled mane. Tony shrugged, grunting in frustration as the soot wouldn't come off.

Steve paused, scanning the surrounding area in case he or the team had missed something. A voice in the back of his head was screaming that he had, he just could place his finger hoof on it.

Then It hit him.

"Guys..." he asked, silencing the group as he looked around. "Where did Loki go..."

To Be Continued...

Chapter 5

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The sun had begun to set in Ponyville, the sky becoming a vividly warm orange that was peppered with fluffy pink and golden clouds. The sight was beautiful, true, but the Avengers had no time to reflect on this beauty, what with more urgent matters at hoof.

The sunset meant they had limited amount of light left to search for the god that had escaped their grasp, and the disgruntled group had no clue where to begin. Not to mention the fact that around them civilian ponies were injured and most of the buildings that made up the small town had been completely or partially destroyed in the fires.

"Tony, you and Thor go look around for Loki. The rest of us can't fly, so do an aerial sweep of the town and report back to me. Clint, Natasha, myself and Banner will remain here and assist in helping the wounded. Avengers....Go!" Steve commanded, taking his shield off his forearm with his mouth and putting it on his back.

Stark and Thor nodded in agreement, and, after a moment, took off to the skies to search for the missing god. "I'll take north, you go south," Tony said, his wings flapping gracefully as Thor did the same beside him. The blonde nodded and flew in the opposite direction of Tony. The billionaire adjusted himself and turned the other way, eyes carefully scanning the ground for any glint of gold or jade green fabric.

The light was fading quickly, and Ponyville was surprisingly large when viewed overhead. He'd spent at least forty minutes scanning the ground before he could barely see his muzzle in from of his face. "Damnit..." he muttered, making a sharp turn and heading back to the fountain where they had grouped at.

He landed with a thud on the soft earth near a pile of blackened wooden beams and ash, coughing as the dust was kicked up into the air. Thor landed shortly after, walking up to him with a confused look on his face. "I was unsuccessful in searching the entire village, but perhaps you have had better luck than I, friend Stark?" he asked.

Tony shook his head, looking around for their teammates. "No, but- hey, where is everybody?" he asked aloud. The thunder god furrowed his brow, looking around himself. "I am not sure. Perhaps they have retreated back to Lady Twilight's home?"

The billionaire signed, and if he were able to, would have pinched the bridge of his nose. "Yea, probably. Let's check there first," he said, starting off in the direction of the massive oak tree-turned-living space.

When the pair arrived, Tony noticed that light poured out of the windows of the trunk, and bodies would be seen moving inside. "Thor, I think they're in there." the genius said with a sigh, his hooves aching after walking for so long. He put his hoof up to open the door when a loud crash could be heard, putting the colt on alert.

"What the hell..." he muttered to himself, Thor 's figure going rigid as well. Tony stepped back, nudging his head towards the backyard. The Asgardian took the hint and moved quietly towards the back fence while Tony got down low and close to the side window.

He poked his head up a small bit, only enough to see part of the living room, which was a complete mess by the way. From what he could see, there was a light purple pony lying on the ground which he knew was Clint, and kneeling (crouching, really) beside him was a mare with a faded red coat, Natasha. She had been checking him for wounds, fury burning in her eyes as she looked up as something Tony couldn't see.

Then he saw a navy blue blur run by the window, His mind instantly recognizing it as Rogers. His forearm was bruised and he had blood trickling down his cheek, but his jaw was set as he too glared at something Tony couldn't see.

Bruce was nowhere to be found, as was Twilight, so the billionaire hoped the scientist was with her at least. Tony found this was as good a time as ever to attack, his curiosity getting the better of him. He flapped his wings and hovered in front to the door, opening it suddenly and launching himself at the thing his friends had been facing.

Tony crashed into a mess of fur, sending both him and whoever he'd barreled into the farthest wall. The pegasus groaned, landing on the ground with a thud. "Remind...." he muttered, shaking his head. "Remind me never to do that again..."

The billionaire lifted his head to get a look at what exactly he'd managed to attack, eyes widening at the tall, gray creature, his brow furrowing in confusion. Tony had no clue what this thing was because it looked like a lot of things smushed into one.

At first glance, Tony saw that the creature had a long, slender body that curled to make an 'S' shape. It was male, based on the muscle structure, and he stood on two crooked legs, one, a light green scaley lizard's leg that hooked into claws at the heel and toes, and the other, a tan, course hair-covered goat's leg. The brown fur that the legs connected to changed to scales as the tail went on, and curled into a furry tip. If Tony didn't know any better, he'd have said it was a snake's tail.

The creature's slender body rose to about 4 and a half feet, at which two arms, one side, an eagle's sharp talons coming out to a point as sharp as razors, and on the other side, a massive furry lion's paw, it's claws barely hiding beneath the surface. On the back of the creature were a pair of wings, one, light blue feathered pegasus wing, and the other, a dark, almost midnight blue shade, bat's wing.

Tony continued looking up, the fur at about 5 feet changing to a softer, less coarse gray color. It snaked up a bit and curved into what looked like a pony's head, with a long trail of jet black hair that ran down his neck to make a mane. Two horns protruded out of the creature's head, one which was a bleached white buck antler, while the other was a curved goat's horn.

The creature had his arms crossed and was staring at him with an incredulous look, his mismatched yellowed eyes narrowed at the colts. "Now, if you're finished?" the creature, a draconicus Tony guessed, asked, and took a seat in the air. He snapped his fingers-- er, claws, and the wounds on Clint and Steve disappeared.

"Looks like I've come at a bad time. Tell Twilight that I met a new friend today and he seems to get my....style." the creature said, a small toothless crocodile appearing out of thin air and scraped across the animal's claws.

"Hold on a second!" Steve interjected, holding his shield defensively. "Just who are you, exactly?" he asked. The draconicus paused, snapping his claws again and making the crocodile disappear once again.

"Right. The name is Discord, Lord of chaos!" the creature said, lightning flashing in the background, despite it being a clear night outside. "And I-" he said, disappearing only to re-appear next to Natasha and pick up Clint. "--simply came to talk to Ponyville's resident Princess." Discord raised a furry white brow and plucked the archer's bow off his back.

"This is a strange bow, how do you..." he plucked the weapon, shrugging and tossing it back to the unicorn. Clint glared at him, hugging the item protectively. Steve took a step forward, his face set. "If you simply came to chat like you say, then why did you attack us?"

Discord's head went back for a moment, before his disappeared again and appeared in the same spot, only with Steve's shield in his hands. "Interesting..." he muttered, staring at the weapon. He eyed it, then licked it, making Steve's eyes go wide. "HEY!!" he growled, launching himslef at the draconicus. "Give that back!" he yelled angrily.

Discord floated a bit higher, just out of the blue colt's reach. "Now now, patience is a virtue, haven't you ever heard that saying?" he asked with a crooked smile. "Anywho..." the creature started, dropping the disk on the floor. "You barbarians attacked me first, so it's not my fault," he said simply.

"Well." Discord said, clapping his paws together and rubbing them, "I've got to go, but tell Twilight my message, Thanks!!" And with that, the draconicus disappeared in a puff of pink smoke, leaving the room smelling of green apples.

The colts, (and Natasha) coughed, waving the smoke away from their muzzles. "This place just keeps getting stranger each minute..." Clint muttered, slinging his bow over his shoulder.

"Wait, why did that thing call Twilight a princess?" Tony asked, picking himself up off the floor. "I mean, judging by what we've seen so far, Royalty is measured by whether or not you got both wings and a horn, like Point-break." As he said this, the god chose that moment to come in the back door.

"Did Twi have wings?" he asked, trying to think back to when he'd see the purple mare.

The group had confused faces, some shaking their heads. "Huh." Tony said, picking up Steve's shield and handing it to him. "Well, let's go see then." the pegasus concluded, turning to face where he believed Twilight and Bruce were hiding out.

To Be Continued....