Midnight Castle: the old hideout of Tirek before Princess Celestia and Princess Luna banished him to Tartarus with the help of his younger brother, Scorpan. It had been devoid of life ever since Tirek ended up in Tartarus for his crimes for draining magic from other ponies.
Unfortunately, the castle now has new residents...an army in the making that is led by an evil god of mischief.
Inside the throne room, three figures were talking.
"Ugh, where is he?! I wish to destroy Twilight Sparkle and her pathetic friends once and for all." Queen Chrysalis groaned.
"Oh relax, Chrysalis. He's coming. No need to worry." Flim reassured her.
"My brother's right, there's no worries at all." Flam added. "Soon, we'll have the biggest business opportunity of a lifetime..."
"I don't understand, why are you both so obsessed with him? I mean, have you heard the legends?"
"He's the prince of Ponyheim and king of the Frost Ponies. He's the perfect business associate!"
"I have no idea what he's doing, but it worries me slightly." Chrysalis commented.
"I know EXACTLY what he's doing." A familiar voice said while Daemon, the current possessor of the Alicorn Amulet, stepped out of the shadows.
He had joined the group after his defeat at the hooves of Twilight Sparkle, her friends, and his former henchman, Sunburst.
"Hello, Daemon. What are you doing here?" Flim greeted.
"Save your flattery for later, dear brother." Flam told his brother.
"What do you mean you 'know EXACTLY what he's doing'?" Chrysalis asked.
"Years ago, rumor has it he killed a young stallion by the name of Bucky Barnes and the pony who was present was a stallion named Steve Rodgers, also known as..." Daemon explained.
Meanwhile, at the Friendship Rainbow Castle...
"And that's why friendship is the most important thing ever." Twilight finished while tutoring Starlight Glimmer and Sunburst.
"Wow, great lesson, Twilight!" Starlight exclaimed, clapping her hooves.
"Oh, Starlight." Sunburst chuckled.
"Hey, Twilight?" Spike asked as he came in. "I'm out to get that copy of 'Ponyheim's History'. Is there anything else we need?"
"No, Spike. I think we're good. Hey, maybe later we can meet the others for a picnic?" Twilight answered with a wink.
"Alright then. Hopefully, that book isn't too heavy..." Spike nodded before walking off.
"He really does seem like your brother or son, Twilight." Sunburst commented.
"Yeah, he does, but I'm worried, not about him, but about Princess Selene's warning. She mentioned something about an enemy returning and the fact how us and our friends have to team up with another team of heroes stationed in Manehatten." Twilight commented.
"And who would they be?" Starlight asked.
Meanwhile, back at Midnight Castle...
Loki paced around the room while watching the image of Twilight walking with Starlight and Sunburst out of the library of the Friendship Rainbow Castle.
"Pathetic little ponies...seeing themselves as above everything else with their concepts of friendship...I have been raised by ponies myself and what happened?" He grumbled.
Suddenly, Loki's horn glowed as the grey alicorn began wrecking everything in sight.
"THEY LIED TO ME!" He screamed in a rage. "THEY RUINED MY LIFE AND THEY SHALL ALL DIE, ESPECIALLY MY SO CALLED BROTHER!!!"
After that, he panted in anger while hearing a knock on the door as Suri Polomare entered.
"Um, Loki? Is there something wrong?" She asked.
"Nothing. What is it?" Loki demanded.
"The others...they want you to come to the throne room."
"Alright, I suppose we can start the meeting now..."
Daemon, Flim, Flam, and Chrysalis watched Loki walk into the throne room with Suri.
"About time, Loki! What took you so long?!" Chrysalis groaned in annoyance.
"Chrysalis, he was, um...feeling cranky today..." Suri replied nervously.
"Relax, Polomare. We draw close to our conquest, my army, but first we need help." Loki told everyone.
"Who else?" Daemon asked.
"Daemon, your minions, are they still around?"
"You mean Ace and Spade? Of course! They've been always loyal to me! They're still in exile after what happened in the Crystal Empire."
"Excellent. You must find them and bring them to me!" Loki nodded before turning to Chrysalis. "Now, Queen Chrysalis, I have an offer for those Dazzlings, the same ones who attempted to take over a certain alternate universe. Recruit them immediately!"
"Ugh, the sirens? Must I always be the one with the icky jobs?" Chrysalis groaned.
In response, Loki smacked Chrysalis right across the face while Flim and Flam left.
"Idiot..." She grumbled, rubbing her cheek which had a red mark on it as she left.
As Daemon left to find Ace and Spade, Suri asked, "So, we get the sirens and the two ponies. Who else?"
"Soon, she'll finally be risen from her ashes." Loki smirked while his eyes focused on the remains of Nightmare Moon's armor which was near a shelf with several ingredients.
"WHAT?! You want to make Nightmare Moon her own separate entity?!"
"Yes, her lust for eternal night will help us rule Equestria forever!"
"Alright then, I'm going to be going now. I need some coffee..." Suri nodded.
As she left, Loki said, "Once my plans are complete, there will be no use for any of you any more. My rule is coming and you shall all kneel..."
He fired a spell at a statue of Nightmare Moon which fell apart immediately. Once it crumbled in front of him, he swept it aside with a smirk and began laughing evilly.
It was almost time for his rule...
Thousands of years ago, sometime after the defeat of Nightmare Moon, Equestria and Ponyheim were at war against the Frost Ponies who were threatening to plunge the world into a new ice age.
In the castle of Frostheim, two royal guards (one from Equestria and one from Ponyheim) came rushing in. A Frost Pony with a dark blue coat and crimson eyes watched them from the shadows on his throne.
"Laufey, by order of Princess Celestia of Equestria and Allfather Odin of Ponyheim, you have been sentenced to death for your crimes against ponykind." One of the soldiers said as the other used magic to summon up some ropes.
"Fools! You cannot defeat me that easily!" Laufey yelled, charging at the two guards.
The two jumped out of the way and the guard with the ropes immediately put a freezing spell on the Frost Pony king and began binding him with the ropes. The guards then took him away to prepare him for his execution, the war was finally over...but nopony noticed the little Frost Pony alicorn colt.
Princess Celestia let out a sigh of relief as she turned to the alicorn stallion next to her: he had blue eyes (he lost one of them during the war), a white mane, dark blue hooves, and a white coat with a gold spear/staff as a cutie mark wearing gold armor with a red cape. This stallion was Odin, the ruler of Ponyheim and Celestia's dear friend.
The war had finally just ended and any remaining Frost Ponies were executed for their crimes against all of ponykind.
"We should've helped those ponies who were frozen by Laufey and his army when we had the chance..." Celestia sighed sadly.
"Do not worry, Celestia. Nothing remains here, but..." Odin reassured her while looking around, spotting the Frost Pony colt hiding behind a column.
"Odd, he's rather...small for a Frost Pony's offspring." Celestia commented as she approached the colt and levitated it to Odin.
"This must be Laufey's son." Odin said, looking at the colt.
"Take the colt into your care, Odin. I'm not sure if I can take care of him myself..." Celestia told him.
Odin nodded and flew off with the colt back to Ponyheim as Celestia flew off back to her castle. Unknown to both of them, that colt had a big future ahead of him...one of darkness.
Many years later, in present day Manehatten...
"Faster, Steve! Faster! Don't look back! Keep running! Keep running!" A voice cried out as an Earth Pony stallion with blue eyes, a blonde mane, and a white coat with a red, white, and blue shield as a cutie mark wearing a red, white, and blue outfit ran away from something.
"Foolish pony, you cannot escape!" Another voice shouted, levitating the pony who told the Earth Pony, named Steve Rodgers, to run and firing a spell at him, killing him instantly.
"Bucky, NOOOOOOOOOOOOOOOOOOOOOOOOO!" Steve screamed while seeing some blood on the street.
"NOOOOOOO!" He screamed, waking up in his bedroom at Stark Tower.
Steve immediately got up from his bed and walked out into the living room, gazing at the Manehatten streets below.
"Steve, is there something wrong?" A voice asked.
A Pegasus mare with blue eyes, a red mane, and an orange coat with a red hourglass as a cutie mark wearing a black jumpsuit came in.
"Natasha, I was having that nightmare." He answered.
"Again? I thought it was over after that encounter with Ultron." The Pegasus, Natasha, said.
"Is there something wrong here?" Another voice asked while a unicorn stallion with blue eyes, a brown mane, and a purple coat with a bow and arrow as a cutie mark wearing a black and purple vest.
"It's nothing, Clint. It's just...another nightmare." Steve sighed at the unicorn, Clint.
"It's alright, Steve. We're here." Natasha reassured him.
"And we're sure as Tartarus that we're not going anywhere." Clint added. "We better rest up, I have a feeling that we're going to Ponyville tomorrow."
Steve stared at Clint and Natasha and sighed. Why was life so hard?
Meanwhile, in Canterlot Castle, Flash Sentry was on patrol in the castle gardens, making sure that nothing attacks the castle and tries to get in to hurt the princesses.
Suddenly, he felt something moving in the shadows, making him snap, "Who's there?! Show yourself!"
The figure laughed evilly and quickly teleported in, using a dagger to cut Flash's hoof.
"OW! What the--?!" The Pegasus demanded.
The figure then flew off with Flash's blood in a small vial, making his way to Midnight Castle. He then threw together the ingredients into a cauldron while levitating Nightmare Moon's armor in first. Next, he put in a dark cloud tuff and some moonstone dust. Then, he put in a black feather. Finally, he put in Flash's blood and fired a spell at the cauldron.
Soon, the cauldron exploded and crumbled apart, resurrecting Nightmare Moon, making her a separate entity from Princess Luna.
"What? I am back? Who did this?" Nightmare Moon asked.
"That would be me, Nightmare Moon. I've resurrected you to offer you a proposal...you can bring about eternal night if you just help me." Loki answered.
"And why, pray tell, should I help you?"
"Let us say that you should not defy me. If you do not, you shall be eliminated."
"At least you got my attention." Nightmare Moon shrugged.
In Canterlot Castle, Celestia was lying in her bed until Flash busted in with his hoof bleeding.
"Your highness!" He yelled.
"Private Sentry, is there something wrong?" She asked.
"I just wanted to inform you that somepony attacked me. I think it's him!" Flash answered.
Celestia gasped. She had to tell Princess Luna, Selene, Shining Armor, and Princess Cadance!
At Midnight Castle, the members of Loki's army stared as Nightmare Moon entered while they stood in the shadows.
"Welcome, my army. Soon, we shall all have our revenge and--" Loki began, but was interrupted by Chrysalis.
"When can we stop hiding in the shadows?" Chrysalis asked impatiently.
"Fine...I suppose we should..."
The army stepped out of the shadows, revealing themselves to each other and the newcomers: The Dazzlings (Adagio Dazzle, Aria Blaze, and Sonata Dusk), Ace, Spade, and Nightmare Moon.
"This is quite a fascinating group you assembled here." Nightmare Moon commented.
"Indeed, it was all too easy getting this group together. I had Daemon recruit his minions and Queen Chrysalis recruit the Dazzlings. For Suri Polomare, I met her while I was in Manehatten." Loki nodded. "As for the Flim-Flam brothers, I met them after their tonic failed to impress costumers."
"How are we going to defeat Twilight Sparkle and her friends though?" Flim asked with a confused expression.
"It is quite simple, Flim. I can get rid of your enemies if you can help me get rid of my enemy." Loki answered.
"I still remember when Twilight Sparkle thwarted my plan to feed off of her brother's love..." Chrysalis groaned in annoyance.
"And when Applejack proved that our tonic was fake!" Flam exclaimed.
"And don't forget when they destroyed our amulets!" Adagio pointed out while Aria groaned and Sonata's expression saddened. "Talk about painful memories..."
"You cannot let your enemies defeat you that way..." Loki told his army.
"But it's not like they were alone, Loki!" Ace protested.
"Yeah, what are we supposed to do?! Kill Twilight Sparkle and her friends?" Spade asked with a shrug.
"Indeed..." Loki smirked at hearing this.
"Huh?" The army asked with confused expressions.
"You must be prepared!" Loki declared evilly.
"Yeah, be prepared! We'll be prepared!" Sonata grinned before getting confused. "For what?"
"For the death of the pony race!" Loki replied.
"Why? Are they sick?" Ace asked.
"What did they get?" Spade added.
"They're not sick, you idiots!" Aria snapped in annoyance.
"No, you fools, we're going to kill them. And Twilight Sparkle, her friends, and my brother too." Loki told them.
"Great idea, Loki! Who needs heroes?!" Sonata grinned.
"Yeah!" Ace and Spade nodded.
"No heroes, no heroes! La la la la la!" The trio sang.
"IDIOTS! THERE WILL BE A RULER TO THIS PATHETIC KINGDOM!" Loki snapped.
"But they said--" Flam began.
"I WILL BE KING!" Loki yelled angrily. "Stick with me and we shall rule this kingdom for eternity!"
"Finally, the night shall last forever!" Nightmare Moon grinned evilly.
"I'll have a fashion line dedicated to you, Loki. I'm thinking 'King Couture'!" Suri exclaimed.
"And we'll finally make a fortune!" Flim and Flam yelled in unison.
"At last, our victories will be ours..." Daemon smirked.
"We can finally open up that casino we always dreamed of, right, Ace?" Spade asked.
"Totally, Spade!" Ace replied with a grin.
"Hmm, maybe all of the love in Equestria could be mine." Chrysalis commented.
"Yay! Alright!" Sonata cheered.
"Long live the king!" Adagio yelled.
"Long live the king..." Aria grumbled.
"LONG LIVE THE KING! LONG LIVE THE KING!" The army yelled.
"BWAHAHAHAHAHAHA!" Loki cackled evilly at this.
Unknown to them, they were being watched by Princess Selene above who was guarding the night with Princess Luna.
"Oh no, I must tell Celestia and Luna about this!" She gasped to herself.
Meanwhile, back in Canterlot...
Celestia was looking out in the night and waiting for Luna to come back from her night patrol. The white alicorn was feeling worried, but then again, she knew it would happen. She KNEW he would return.
"What troubles you, sister?" Luna asked as she flew down onto the balcony next to Celestia.
"I'm afraid he's back, Luna." Celestia answered nervously.
"You don't mean..." Luna began with a gasp.
"Yes, Loki IS back." Celestia nodded. "Odin did mention that he ran away from Ponyheim and slaughtered a stallion in Manehatten."
"Oh my goodness! What do we do now?" Luna gasped.
"We must get the Royal Guards together and contact Shining Armor and Princess Cadance. We must also get Princess Selene to get THEM to Ponyville." Celestia explained.
"Who's 'them'?" Luna asked.
"The Avengers." Celestia answered. "They're a super hero team stationed in Manehatten. I have a feeling that two of them know about Loki."
"Alright, sister! I'll get the guards! You contact Shining Armor, Princess Cadance, and Princess Selene!" Luna nodded.
Celestia then quickly levitated a few pieces of parchment and a quill while writing up letters to her niece, nephew in law, and old friend. They were going to need all the help they could get...
