Avengers: War for Equestria

by twilightsparkle3562

Rating: teen
Tags: Princess Celestia, Crossover, Human, Main 6, Main 7 (EqG), My Little Pony: The Movie, The Pillars, My Little Pony: Friendship is Magic, Alternate Universe, Avengers, Princess Luna
Length: 43171

The Avengers and the Guardians of the Galaxy join forces with Equestria to battle a group of villains known as the "Nine Circles of Death."

The Avengers and the Guardians of the Galaxy join forces with the Princesses of Equestria, the Elements of Harmony and the Pillars of Equestria to battle a group of villains known as the "Nine Circles of Death."

Cover art belongs to: Crisostomo-Ibarra

Published 2018-07-28 16:40:01 UTC
Last updated 2018-08-15 16:20:54 UTC

Chapter 3: "A Visit with Dr. Strange"

"I'm Dr. Stephen Strange and I have something important…in fact, of great importance, that I need to show you both."

"But…" stammered Princess Celestia, her face filled with confusion. "What…how do you know of what is to happen?"

Dr. Strange then moved his hands and formed a viewing globe in front of the two sisters. Inside the globe was burning red fires consuming a town filled with ponies and a large alicorn like creature towering over the chaos that was being caused.

"Because I've been there, Princess Celestia," answered Dr. Strange. "I have the power to go to the past, the present and the future. And from what see in the future, time is of the essence."

The two sisters were left dumbstruck as the viewing globe disappeared before their eyes.

"Grogar…is a very dangerous creature," stammered Luna. "Everything he has done is unforgivable, to his subjects even to anypony who has taken up residence in his kingdom."

"You must be frightened of him," remarked Dr. Strange.

"We are frightened of him," said Princess Celestia. "The powers he harnesses are unlike anything we have ever encountered. He is just too dangerous to be in existence, which is why we banished him and Tambeleon for 1,000 years."

As they spoke, Dr. Strange began to get the sense that there was much more to this story than met the eye. He had seen the story play out and knew that the sisters would have a sense of fear towards this story.

"As you have seen," he replied, opening a portal behind him. "It isn't just Grogar you should fear. I can see it in your eyes, I can see it when you speak. But, we can prevent this future from playing out."

"How?" asked Luna.

"The first thing you have to do is to contact Tony Stark," answered Dr. Strange, stepping into the portal. "Do your part and I will do mine."

"What part? Wait!" cried Celestia, but Dr. Strange had already disappeared before she could talk to him. "He's gone, Luna."

"Tony Stark is coming to Equestria to look at land for this new structure of his. Should we have him come sooner than planned?"

At that moment, the door knocked and a guard came through the doorway with Princess Cadence behind him.

"Princess Cadence has arrived," he said as the adopted niece of the two sisters came through the doorway.

"I came as soon as I heard," she said, trotting over to the sisters. "What's going on?"

"We just received a vision from the future," answered Celestia, hugging her niece. "Grogar has returned."

"What? Grogar?" gasped Cadence. "The demonic ruler of Tambeleon? But, I thought you both banished him!"

"Apparently, the spell that we had placed on Tambeleon had now worn off," remarked Luna. "Now, he has escaped and is recruiting all of our enemies to conquer Equestria, including King Sombra. Starswirl was attacked by some of Grogar's forces while trying to keep Sombra's horn away from them."

"Is he all right?" asked Cadence, knowing how much he meant to Twilight and her aunts. "What would you like me to do?"

"First, you must put the Crystal Empire on high alert," advised Celestia, hastily pulling out the map of Equestria. "Have your subjects be prepared to face whatever threat our enemies impose on you."

However, there was something else that Cadence was beginning to think of.

"What about Queen Chrysalis?" she asked, hastily becoming worried, knowing just how dangerous she was in nearly destroying her wedding to Shining Armor. "If she is being recruited as well…"

"We aren't sure about her," answered Celestia, placing a hoof on her niece's shoulder. "However, it is very likely that she is also being recruited."

It was apparent of Celestia that Queen Chrysalis more likely being recruited by Grogar had sent a chill down Cadence's spine.

"I don't want her going near my family again," she cried, turning away from her aunts for a brief moment as fear filled her voice. "Haven't we suffered enough because of her?"

"We will make sure that doesn't happen, Cadence," reassured Celestia. "Right now, we need to focus on getting prepared for the fight ahead. We are getting outside help, but the help can't come soon enough. Luna, send a note to our ambassador to the United States. Tell him to send Tony Stark here at once."

Nodding, Luna did as she was told and began to draft up a letter to the Equestrian Ambassador to the United States.

…

Back at S.M.I.L.E. headquarters, Tempest Shadow approached the secured building carrying the injured and semi-conscious Starswirl on her back with Grubber trailing behind. She knew the risk of still being viewed as a criminal, but she had to take that risk. Banging on the door, she tried desperately to get the attention of anyone who was within close range.

"Who goes there?" cried a guard, opening a small latch, revealing his eyes.

"Please, you've got to help me," pleaded Tempest. "Starswirl is hurt. He needs medical attention."

The guard was beginning to get suspicious, knowing that he was talking to an Equestrian war criminal.

"Is there a doctor back there?"

"What are you planning to do?"

"Please, just open the door!" pleaded Tempest, stamping her hoof down in frustration. "I've done my time and all I want is to have Starswirl get help!"

"If you let us in," suggested Grubber, much to Tempest's chagrin. "I'll cook you the best meal of your lives!"

"Indeed…" muttered the guard and shut the latch. For a moment, it seemed to Tempest and Grubber that they would be allowed inside without any trouble.

…

Then, suddenly, the doors opened to reveal a line of S.M.I.L.E's agents with their horns pointed right at Tempest and Grubber.

"I guess we aren't very much welcome," whispered Grubber, putting his hands up.

…

Captured and detained, Tempest and Grubber were taking to a holding cell while Starswirl was taken to get checked out.

"'I'll cook you the best meal of your lives,'" whispered Tempest sarcastically to Grubber. "Remind me to tell you to never use food to solve your problems."

"What else was I supposed to do?" asked Grubber, only for Tempest to let out a loud groan. "It seems like we are still going to be viewed as war criminals by these guys. At least, they aren't going to be treating us like that minister was."

"I suppose you're right," sighed Tempest, leaning back against the wall of the cell. "But, I've gotten used to it."

…

Just then, the sounds of hoofbeats were heard and the two former allies of the Storm King turned to see Fury making his way down to their cell with an important pony behind him.

"Twilight?" gasped Tempest as the Princess of Friendship and the broken horned unicorn glanced at one another.

"Tempest," sighed Twilight, looking forlorn at how Tempest was still being treated so cruelly. "I can't believe you're still being treated this way."

"We saved the most important pony in Equestria and this is how we're thanked for it," remarked Grubber as he and Tempest were let out of the cell.

"As soon as we told Princess Twilight that we were holding you two, she was insistent that you two were no longer a danger to us," said Fury. "So, let's start over. I'm Fury Swipes, head of S.M.I.L.E., Equestrian subsidiary of S.H.I.E.L.D."

"It's nice to meet you," chuckled Tempest, glad to now have been given a much better welcome. "If there is anything we can do to help you…"

"There is much to be done, Tempest," interrupted Twilight. "For one thing, we need to learn more about Grogar and what he is planning to do. At the same time, we need to also prepare for what is likely to be a major fight ahead."

"Then, we must do so at once," suggested Fury Swipes. "Follow me."

So they followed Fury out of the holding cells to prepare for the fight against Grogar.

…

Meanwhile, Tony Stark and his girlfriend, Julia Carpenter were awakened by the sounds of a telephone ringing in their bedroom.

"Hello?" he groaned, trying to wake up.

"Anthony Stark?" asked a female voice on the other line. "This is the US Embassy in Equestria. We're calling you to inform you of a threat made not just against Equestria, but possibly the human race."

"Let the Princesses handle it," he groaned.

"I'm afraid this is too big for them and even Twilight Sparkle herself to handle it," replied the woman. "There is a letter coming to you from Princess Luna and your instructions will be listed there."

And as soon as she gave Tony the instructions, the phone went dead and as soon as the phone went dead, the door to their home produced a knocking sound.

"Middle of the night and we are already getting mail," muttered Tony, climbing out of bed and throwing on his bathrobe as he made his way downstairs. "I'm telling you, Julia, we need to start setting some boundaries here. All right, all right! I'm coming!"

Opening the door, Tony discovered that there was nobody there but a wrapped-up scroll.

"It must be from Princess Celestia herself," remarked Julia as Tony tiredly read the scroll. "And something tells me that this isn't about the new building we were planning to build in Canterlot."

Tony read the scroll and despite being woken up in the middle of the night, his eyes widened in surprise.

"Julia," he asked, hastily turning around. "Do we have anything going on tomorrow?"

"No, nothing."

"Then cancel any meetings we had planned," he said. "We're leaving for Equestria."

…

Chapter 4: "Gathering the Avenger Factions"

Following their tense welcome to S.M.I.L.E., Tempest and Grubber followed Twilight and Fury Swipes up to the Medical Ward where Starswirl was lying in a hospital bed being treated for his injuries. Twilight let out a sharp gasp when she saw her idol bedridden.

"Starswirl!" she cried, racing over to him. "What…what happened to you?"

"I…was attacked," he moaned. "They stole Sombra's horn from me. I tried to protect it, but…"

"Sombra's horn?" wondered Twilight, turning around to face Fury Swipes. "What else have you not told me? First, Tempest gets thrown in a dungeon, my idol attacked and bedridden…oh wait, you did tell me that my idol was attacked. But, Sombra's horn? Starswirl, how did you get a hold of it?"

"I found it when I was on my travels," the Pillar explained, his eyes locked onto the ceiling of the ward. "I knew that as long as Sombra's horn was still intact, there was a very good chance of him being brought back to life."

"But, but I thought that Sombra was destroyed for good when Cadence activated the Crystal Heart," remarked Twilight, scratching the back of her neck. "It's impossible. How could he still be alive?"

"As long as anything physical remained," replied Starswirl, sighing heavily. "Then, he could be brought back to life."

Twilight briefly paced back and forth, trying to process how this could happen: to bring a blackheart pony back to life to retake what was once his.

"Tell me something, Twilight," asked Fury Swipes. "Are you familiar in any way with the kingdom of Tambeleon and its emperor, Grogar?"

"All I know," answered Twilight, who managed to stop pacing. "Was that he was a cold and cruel ruler and both Celestia and Luna had to banish both him and Tambeleon to the shadows for 1,000 years. Could it be that maybe everything from 1,000 years ago is unraveling? First Nightmare Moon returns, Discord is freed from stone, Sombra is brought back from the dead, anything else I'm missing here?"

Before Twilight could freak out any more, Tempest managed to calm her down.

"The fact of the matter is that we are dealing with an evil that is far greater beyond any of our imagination," explained Fury Swipes. "We have every reason to believe that it is not just Grogar we have to look out for."

"What are you saying, Fury?"

"I'm saying that as we speak, Grogar is merely carrying out orders for somepony who is probably the most dangerous creature Equestria has ever known. However, we need more evidence to confirm."

…

Just then, a S.M.I.L.E. agent came into the ward with a paper in his aura, handing it to Fury Swipes, who looked at it.

"Where did he spot this?" he asked.

"About 30 miles outside of Rainbow Falls," answered the agent.

"Who spotted what?" wondered Twilight and Fury Swipes raced out of the ward and Twilight and Tempest followed. The two mares followed Fury into a command center where dozens of agents and technicians were hard at work. "Fury, what's going on?"

"We're getting him now, Fury," said a technician as a human figure wearing a red and black tight suit and carrying two swords on his back while another human dressed in black and wielding a gun appeared on the screen.

The figure in the tight suit removed his mask and let out a deep sigh of relief as the two figures stood in front of a large volcano.

"Wilson, Barnes, report," ordered Fury.

"Well, how shall we put this," explained Wilson, trying to find the words to describe the situation. "Apparently, Donkey boy is trying to recruit some lava demon from the volcano you see behind us."

"What lava demon?" asked Twilight. "And I happen to be a princess, so you might want to give me a direct answer."

"Of course, I know who you are, Princess Twilight!" answered Wilson, pointing at Twilight, before turning his attention over to Tempest. "I watch you every week on Discovery Family. Although, I still despise you for what you did to Canterlot."

This caused Tempest to scoff crossly at this remark.

"Wade, stay with what's important here," demanded Fury Swipes, pounding his fist on the table. "What did you two find so far?"

"Nothing much, Fury," answered Barnes. "All we know is that there were about five donkeys, six changelings and one lead donkey, supposedly the ringleader."

"Then you must keep a further eye on them," ordered Fury. "Do not attack unless you are attacked upon, understood?"

"But, Fury…" whined Wade, only to be sharply interrupted by Fury.

"NO BUTS! NOW GET GOING!"

Turning off the screen, Fury returned to Starswirl's room with Twilight and Tempest once again following him behind.

"We should at least do something to support them," suggested Twilight. "Whoever this Lava demon is, he must be dangerous."

"Well, this isn't Heat Miser singing about having Green Christmases," muttered Fury Swipes. "Or as what that Wade Wilson says. Either way, I want Stark and Rogers to gather their factions and bring them here as soon as possible."

"Then," groaned Starswirl, trying to get out of his bed. "You'll need the pillars…"

The pillar trembled and nearly fell over, only to be saved by Twilight who helped him back into his bed.

"You need to rest," said Twilight, firmly looking at Starswirl. "You've been injured, Starswirl and we can't risk you getting any more hurt."

Starswirl pretended he hadn't heard that.

"Look, Fury, I can go see if I can assist those two two-legs," suggested Tempest. "They will need my warrior expertise."

"Tempest does have a good point, Fury," advised Twilight. "In the meantime, I can get in touch with all my friends and have them come here."

Fury considered the matter for a moment and then agreed, although he was still skeptical of Tempest.

"Don't try any backstabbing tricks," he warned the broken horned unicorn, only to be met with a frustrated grunt from Tempest, who quickly left.

"Why don't you trust her, Fury?" asked Starswirl. "She did save my life."

"I've seen the reports on what Tempest did in Canterlot and I just don't see the fact that she should be forgiven so easily for what she did," sighed Fury Swipes. "You can fix some ponies and there are some ponies you just can't fix."

Starswirl was beginning to realize that he needed to do something about Fury's attitude towards Tempest if there was any hope of getting a mare like her on their side for the fight ahead.

…

Meanwhile, Tony Stark and Julia Carpenter left Massachusetts early the following morning and were already on Tony's private jet heading for Equestria. But, they needed to make a stop in New York first to pick up another member of Tony's faction.

"Any luck on reaching the other Avengers, Tony?" Julia asked as she was piloting the plane.

"So far, nothing very much," Tony sighed. "Got through to Bruce who says he is taking the first flight out of wherever he is and Thor is probably doing some random Norse god Schmidt that I don't care for."

"Well, at least we are getting Pete on board," remarked Julia as the private jet neared Kennedy Airport. "Can't be a friendly neighborhood Spider Man if there is no Spider Man, is there?"

Tony looked at the metallic suit that was Iron Man and realized just how much was at stake. To him, this wasn't just about stopping any of the enemies he and the Avengers had faced before. This was something completely different.

"Uh, Tony? What about Jim? I know he was visiting friends in Chicago this past weekend."

"He says he'll be heading to Equestria," answered Tony, his train of thought interrupted by his girlfriend. "Hopefully, the same can't be said for Rogers. His guys are in that prison in the middle of the ocean, thanks to their stupid decision to act out against…"

"We all know that, Tony," interrupted Julia as they touched down at Kennedy Airport. "You don't need to tell me twice."

At that moment, the plane pulled up to a black limousine as a young 15 year old boy stood next to a man in a dark suit. Opening the door to his plane, Tony stepped down the steps and approached the young boy.

"Good to see you kid," he chuckled. "Aunt May doesn't mind you taking part in this?"

"Well, she didn't believe me at first," remarked Peter. "But, I told her that the fate of the universe depended on it."

"Happy?"

"She'll understand."

"All right, let's get going kid."

So, Tony helped Peter onto the plane and as the two men sat back while they took off for Equestria.

"Since when could you fly, Miss Carpenter?" remarked Peter when he saw Julia at the controls.

"I've only had my license for a short time," she chuckled. "Besides, Tony likes me in the pilot seat, don't you?"

"Uh, yeah," stammered Tony, taken aback by his girlfriend's beauty. "Keep it up, Jules."

…

"You must seem to really like her, don't you, Mr. Stark?" wondered Peter.

"I don't like her, Peter, I love her and I'm going to marry her one day," whispered Tony. "But, can I tell you something that I want you to keep between us?"

"Sure."

"I've got some reservations about this upcoming battle," he whispered to Peter. "If anything were to happen to Julia or you, Peter, I could never live with myself. To me, you guys are like a wife and son to me, not just as business associates."

"That…that means a lot, Mr. Stark," stammered Peter. "Thanks."

…

Elsewhere, while Peter was being flown to Equestria by Tony and Julia, Dr. Bruce Banner found himself at the steps of Canterlot High and about to walk into the main office.

"May I help you?" asked Principal Celestia, looking intently at him.

"I would like to have Sunset Shimmer for a moment if possible," he answered. "There is something I need to have her help me with."

Chapter 5: "Lavan, the Lava Demon"

Wade Wilson and Bucky Barnes treaded towards the volcanic mountain called Mount Ragnaros where Bray and his platoon of warrior donkeys were seeking to recruit the Lava Demon known as Lavan. As they watched, they saw them advance into the side of the mountain.

"What do we do?" whispered Wade. "Do we strike?"

"When the time is right," replied Bucky, sticking his gun into the holster on his back. "I'll get the donkeys and you get the lead donkey. Got it?"

"If you say so," he said, putting his mask back on. "Although I still think we should just get them right then and there. This waiting is agonizing for me."

"Find something to distract yourself," muttered Bucky, stepping into the cave. "Now come on!"

…

Stepping into the side of the mountain, Bray and his forces advanced towards a pool of lava and without warning, a humanoid creature made entirely out of lava emerged from the lava and looked down at them.

"Who disturbs my slumber?" the creature growled, looking down menacingly at Bray and his forces.

"It is us, the soldiers of his highness, Emperor Grogar," cried Bray, bowing to the lava demon. "He has requested that you join forces with us."

"Ah, so he has returned," remarked Lavan, stepping out of the lava pool. "Those two ponies apparently couldn't keep the great Grogar hidden forever. But, what about those other two idiots, Squirk of the sea and Arabus of the wind?"

"I'm sure that whatever you had between the three of you is in the past," said Bray, chuckling nervously. "All we need for you to do right now is to come with us. Grogar is planning a conquest of Equestria and he needs you to help take part in it."

"So, he is. And what's in it for me?"

"Unlimited power and glory," answered Bray. "Freedom to spread whatever lava, fire and brimstone anywhere you please. But, I am sure that we can work something out in the long run. Come, Grogar is waiting for us."

The donkeys were just about to leave when Lavan suddenly gave himself an idea.

"Wait!" he said.

"What is it?" asked Bray.

"I want to at least demonstrate my power, get it going again," answered Lavan. "Why don't I start an eruption to try out my powers, shall we?"

"If you say so," muttered Bray. "Just make it quick."

The donkeys watched as Lavan made his way up to the top of the lava pool. Chanting a strange spell, he forced the lava to rise up and move towards the top of the mountain where the hole was.

"Yes, yes!" laughed Lavan. "Rise up, my lava! Rise up, my beautiful lava!"

Watching from a short distance, both Deadpool and Bucky realized that they couldn't wait any longer.

"We got to do something!" cried Deadpool, taking a sword out of his back and aiming it right at Lavan. Knowing that such an action would blow their cover, Bucky tried to stop him. "He ain't causing any volcano to erupt!"

"Wade, no!"

But it was too late, Deadpool's sword was flung into the air and struck Lavan in the arm, slightly wounding him.

"What was that?!" cried Lavan. "Spies! Stop them!"

"Nice going, idiot!" hissed Bucky sarcastically to Deadpool, taking out his gun and opening fire on the donkeys.

Enraged, Lavan jumped into the air and proceeded to throw his wrath and anger on the two Avengers. Deadpool was right in the path of the enraged creature. A blob of lava went onto one of Deadpool's swords, causing it to melt.

"You know," groaned Deadpool, trying to jump out of Lavan's way. "You give Heat Miser a bad name!"

Roaring, Lavan jumped after Deadpool, throwing lava bombs at him with excessive force. But, with every attempt made, Deadpool was just too quick.

Just then, the donkeys were having their way with Bucky, dodging the bullets that came out of his high powered gun. One of the donkeys leapt and kicked Bucky in the stomach as he was pushed back down to the ground.

"For a bunch of jackasses," coughed Bucky, trying to get back onto his feet. "You sure know how to pack a punch and…"

However, Bucky could finish his sentence, he was met with another kick. As the Winter soldier laid crumpled on the floor, Lavan was able to hit Deadpool, grasping him with his lava claw and pushing him against the wall of the mountain.

"Now, I got you, you little prick!" he snarled, grasping hard on Deadpool's throat.

"Hey," choked Deadpool. "Can't we talk this out?"

"No," Lavan said firmly and kept clutching hard on Deadpool's throat. Deadpool tried to breathe as Bucky struggled to his feet, only to be pushed back down by one of the donkeys.

"Stay down, two legs!" cried Bray. "Lavan, there's no need to waste our time with these fools! We must go at once!"

This made Lavan release his grip on Deadpool, sending him back down onto the ground, gasping for air.

"I'm not done with you yet," cried Lavan as he suddenly began to hear screams coming out of the volcano. "In fact, it seems like my test run has worked to say the least."

Laughing, Lavan and the donkeys left, leaving Bucky to struggle on getting back to his feet.

"Wade! Wade!" he cried, racing over to Deadpool's side. "Come on man! Don't die on me!"

Fortunately, Wade managed to come around quickly, but he was still weak from the fight with Lavan.

"You know, remind me to call on Snow Miser the next time I cross paths with this guy," coughed Wade.

"There's no time for this, Wilson! We'll talk later! Right now, we've got ponies that need to be saved from the lava!"

Running out of the cave, Deadpool and Bucky raced to rescue the ponies that were in the path of the flowing lava.

…

Meanwhile, at Canterlot High, Sunset Shimmer came down to the office where she was meet by both Principal Celestia and Vice-Principal Luna.

"Who is this guy?" she asked.

"I'm Dr. Bruce Banner, Miss Shimmer and we need to talk about something regarding your homeland, Equestria."

"You mind telling me what's going on here?" Sunset asked the two principals.

"He says that he wants to talk to you about something important," remarked Vice Principal Luna, turning her attention from Sunset Shimmer back to Dr. Banner. "You're welcome to use my office."

"Thank you."

Leading Sunset into Vice Principal Luna's office, Dr. Banner shut the door and motioned for Sunset to sit down.

"What do you want with me and what is going on in Equestria?" asked Sunset, worriedly. "For that matter, why come to me?"

"Tell me something, Sunset," answered Bruce, placing his hands down on Luna's desk. "When you came to this world, how much Equestrian magic did you bring?"

"Quite a bit, why do you ask?"

"Because we need you to use some of that magic to stop a major threat to Equestria. Are you familiar with the kingdom of Tambeleon and its Emperor, Grogar?"

"Very vaguely," stammered Sunset. "I do remember learning about him at Celestia's school for Gifted Unicorns."

"Then, I need you to come with me at once," said Bruce, firmly. "Equestria is about to be thrown into the fires of war and we need all the help we can get."

"Hold on, hold on, hold on!" cried Sunset, waving her hands back and forth. "Who's 'we'?"

…

Suddenly, the swirling black portal formed and out stepped Dr. Strange.

"Are you part of 'we'?"

"Yes, Sunset, I'm Dr. Stephen Strange, master of the mythical arts."

Although shocked and bewildered, Sunset couldn't help but be enraptured by the presence of Dr. Strange.

"I hope you both realize that I will be taking a lot of time out of school," advised Sunset, rising to her feet.

"Don't worry, we'll make sure you get caught up on any missed assignments," reassured Bruce. "Now, let's go."

So, they all went through the portal back to Equestria as both principals raced into the office upon hearing the sounds of the portal swirling.

"Sister, Sunset…" gasped Vice-Principal Luna, her eyes widened with shock.

"…must have gone back to that land she came from," finished Principal Celestia. "I can't help but wonder just how many times this is going to continue."

"For once, I agree with you."

…

Meanwhile, the private jet carrying Tony, Julia and Peter Parker entered Equestrian airspace and was escorted to the Wonderbolts Academy. Landing on the runway, the three Avengers stepped out of the plane to the delight of the Wonderbolts and the Wonderbolt cadets.

"You must be Tony Stark," said Spitfire. "Welcome to Equestria."

"Uh, thanks," stammered Tony. "I know this was unexpected, but…"

"Ah, we got a message that you'd be coming," remarkeed Spitfire, handing Tony a message. "Anyways, here is the latest report from your friends at S.M.I.L.E."

"Well, it ain't good news," Tony replied as he read the report.

"Hey, this is cool!" cried Peter, excitedly. "I've always wanted to experience the Wonderbolt Academy! Hey, aren't those two Pegasus ponies still here? Sky Trail and Vapor Stinger?"

"You'll have to excuse my protégé here," chuckled Tony. "He's seen you guys on TV."

"TV?" wondered Spitfire, confusingly.

"We'll tell you later," said Julia, walking over to her boyfriend's side. "Right now, we need to get to S.M.I.L.E. and get briefed on what is happening."

…

Just then, a loud explosion rocked the academy and Spitfire looked over through the telescope to see the eruption over on Mount Ragnaros.

"What the hell…?" cried Tony. "No one told me there were volcanoes in Equestria!"

"Guess theirs is never a better time to learn," cried Julia, her high heels nearly causing her to fall over. "What do we do?"

"We go and help!" ordered Tony, running back to the plane. "Let's suit up!"

Racing back to the plane, Tony , Peter and Julia changed into their respective Iron Man, Spider Man and Spider Woman suits and raced towards the volcano with Peter, still amazed he was in Equestria, not too far behind. As they flew away, Spitfire watched with worried interest.

"Celestia's going to want to know about this," she thought to herself.

Chapter 6: "The Fires of Maretonia"

The alarms of S.M.I.L.E. rang out as word of the eruption caused by Lavan spread like literal wildfire. No sooner did everyone gather around the screen did they see pictures of ponies running for their lives.

"It's Maretonia," cried Twilight, looking over at Fury Swipes. "I'll fly over to see if they need help."

"I'll come too, Twilight," added Tempest, grabbing one of Twilight's wings. "It'll be dangerous!"

Twilight, touched by Tempest's dedication to her, agreed to let her go.

"In the meantime," addressed Fury Swipes. "I want any Avengers nearby to help out in Maretonia."

"Sir," said an agent pony calling over to Fury Swipes. "Colonel Jim Rhodes is approaching the Wonderbolt Academy. Should I send him to Maretonia at once?"

Suddenly, they saw a dot flying away from the plane and Fury Swipes knew what that meant. "

"I don't think that's necessary," he said, addressing all present. "All right, contact Rogers and tell him and his faction to get over to Maretonia now! Understand?"

Fury Swipes watched as the carnage played out on screen.

…

In Maretonia, the blasts coming from Mount Raganaros continued to spout our lava bombs onto the small village below. From above, Tony could see what was happening and immediately fired several water missiles to try and stop any incoming blasts.

"All right, we need to try and get as many of these ponies out as possible, gang," he said. "Julia, you and Peter start looking for any townsponies who might be trapped. I'll try and see if I can divert the lava away from the town."

"Got it, Tony," replied Julia on the radio. "And Tony? Be careful."

"You do the same," advised Tony.

Heeding his advice, Julia and Peter jumped into the town's streets to evacuate the citizens. Suddenly, they heard a loud scream.

"WE CAN'T MY SON OUT!" screamed a mother pony, standing in front of a burning house. "HE'S TRAPPED INSIDE THE HOUSE!"

Both Julia and Peter could tell that the house was about to be nothing but ash and cinder if they didn't do something. Taking action, the two spider heroes climbed onto the sides of the house as Peter tried to punch a glass window and get inside while the flames were coming down towards him. Julia had much better luck, kicking a window open and getting inside.

"HELLO!" she called, trying to not breath in the fumes. "IS ANYONE IN HERE?! HELLO!"

Finally, she heard the sounds of crying coming from behind a door. Running over, she tried to force the door open, but the handle was too hot.

"HELP! HELP!" cried a child-like female voice. "HELP ME!"

Julia then realized she needed to use her spider strength to try and force down the door. Clenching her fists, she managed to place her fists around the area of the doorknob, trying to turn it. However, the heat from the fires made it nearly impossible to open it.

"HELP ME!" the filly cried inside the burning bedroom.

"HOLD ON!" yelled Julia. Pulling her arms back in, she backed away from the door and charged at it, successfully breaking it down. Looking around, she saw the young pony against the corner of the bedroom. Julia could tell how frightened the pony was and knew she needed to get it out. But, the pony was frightened still, not because of the fire, but because of her being there.

"DON'T HURT ME!" the filly cried, scared of seeing Julia. "DON'T HURT ME!"

"It's okay!" Julia replied, trying to put on a brave face for the filly. "We're getting out of here!"

Clutching her doll tightly, the filly allowed herself to be picked up by Julia, but just as they reached the bedroom door, the fire blocked it. At that moment, Peter managed to break through the window and come to the aide of his mentor's girlfriend.

"JULIA!" Peter screamed, trying to shield his face from the flames. "ARE YOU IN HERE?!"

"PETER!" Julia screamed back, clutching the filly in her arms. "CAN YOU HELP US GET OUT OF HERE?! TAKE HER!"

"BUT, WHAT ABOUT…?"

"JUST TAKE HER, DAMMIT!" ordered Julia as Peter leapt forward and took the filly from Julia. "GO! I'LL CATCH UP!"

As another piece of the house broke off, Peter took the filly and knew that the only way to get out was through the window he went through to get in.

"All right," Peter said nervously. "Take a deep breath, sweetie! This might be a little rough!"

Taking a deep breath, Peter charged and was just about to escape, but he tripped over a broken spot in the floor and the filly was flung out of the house to Peter's horror.

"NOOO!" he cried, but he didn't have to dwell on the matter as he needed to get Julia out.

"PETER, ARE YOU INSANE?!"

"IT'S NOT MY FAULT THERE WAS A HOLE IN THE FLOOR!"

"OH, FORGET IT! WE'RE GOING TO BE FRIED SPIDERS IN A MINUTE IF WE DON'T GET OUT OF HERE!"

Both Peter and Julia tried desperately to see if they could find a way to escape, but alas, there was none.

…

For a moment, it seemed like both Spider Man and Spider Woman would die, but then, came a light of hope as blasts of water came soaring right past them. And at that moment, a silver armored flying machine came flying in front of them.

"Need a hand, Chuckles?" he asked.

"Rhody, you're a sight for sore eyes," laughed Julia as they all managed to get out of the still burning house, just as it collapsed.

It took another hour for the fires to be put out, but the damage to the town was already done. Of course, Julia's first order of business was to check on the filly she and Peter had managed to rescue from the burning house. Removing her mask, Julia stepped forward to the mother and daughter ponies.

"Is your daughter all right?" she asked, bending over to their level.

"She is, thanks to…whoever you are," answered the mother pony, sobbing quietly. "If it…hadn't been for you…"

"I'm a mother myself to a daughter back where I come from," remarked Julia. "It was very lucky of you to call us when you did."

"Yes, but who are you and where did you come from. For that matter, why are you here?"

"Mommy, she saved me," the filly interjected, trying to keep her mother quiet.

"Listen, S.M.I.L.E. is going to provide you with food and shelter until further notice," said Julia, as she turned around to see Tony landed back down on the ground. Just as she turned around, the filly leapt out of her mother's arms and hugged her leg. Julia couldn't help but feel amused at this.

"Thank you for saving me," the filly whispered as Julia bent down and hugged her tightly, before sending her back to her mother.

"Makes you think of Rachel, doesn't it?" Tony remarked, walking over to his girlfriend's side.

"Yeah," sighed Julia. "It does."

…

Just then, Tempest came over with Twilight and several guardsponies carrying a few injured ponies on stretchers.

"Are you Tony Stark?" Twilight asked.

"Yes."

"I'm Princess Twilight Sparkle, the Princess of Friendship. Thank you and for your friends in trying to save the citizens of Maretonia."

"It's our pleasure, Princess Twilight," Tony answered, removing his helmet. "But, you know that I didn't originally come here because of this."

"Yes, we are aware of that. But, there is going to be a lot to talk about in the days ahead."

Just then, Twilight turned to see both Wade Wilson and Bucky Barnes coming into the village being escorted by several guardsponies.

"Bucky? Wade? What are you doing here?" Tony asked, darting over to them.

"Trying to stop the source of the fire," answered Bucky, bending down to catch his breath. "It was some lava demon in the mountain. Called himself…Lavan."

Twilight's eyes widened upon hearing this and went over to Bucky's side.

"Lavan? Are you certain?" she asked.

"Very much, Twilight Twinkle," gasped Wade.

"Sparkle."

"Whatever you say. Anyways, this guy was dangerous. He melted almost all of my swords."

Of course, being the leader of the Avengers, Tony stepped forward to talk to the two men himself.

"We're going to have quite a conversation as soon as we sort all of this out," Tony said. "I want explanations about this Lava dude and what he is up to."

"Tony, I think there is going to be more than meets the eye here," remarked Julia, walking over to his side along with Peter.

"There is more than meets the eye," said Tempest. "And we can brief you when we return to S.M.I.L.E."

…

While the cleanup continued in Maretonia, back at S.M.I.L.E., Sunset Shimmer was once again a pony as she stepped through the portal with Bruce and Dr. Strange.

"How come you didn't turn into ponies?" she asked Bruce. "I thought humans become ponies when they come into Equestria."

But, she couldn't get an answer for at that moment, Fury Swipes and Agent Romanoff came up to her.

"Sunset Shimmer," he said, looking down intently at her. "We have a few questions to ask of you about Equestrian magic where you come from."

…

Chapter 7: "Back at S.M.I.L.E."

Just as they were told to do, Bray and the donkey platoon brought Lavan back to Tambeleon and another member of the their team was assembled. As they returned, Grogar learned of the volcano that Lavan had caused.

"Well," chuckled the demonic goat, as he looked at a viewing globe showing the burning of Maretonia. "You certainly have made yourself known Lavan. Furthermore, you have proven to me that you are quite the force to be reckoned with."

"All I hope for you is to admire what I can do, Emperor Grogar," replied Lavan, as Grogar chuckled in delight. "My powers of fire are unlike anything anypony has ever seen before."

Of course, there was a sense of jealousy among a few of the members.

"Don't forget, hot head," remarked Chrysalis, lounging on a sofa and filing the tips of her holed hooves. "You are merely nothing more than a creature made entirely of fire that burns anything that he comes into contact with. Tell me something, have you ever stepped foot into Canterlot?"

"What is Canterlot?"

This caused the entire group to look over at him in shock and surprise.

"Just who are you?" asked Tirek, walking over to him. "Every single one of us has stepped into Canterlot to fulfill our personal goals."

"Speaking of goals," interjected Grogar. "Our spies in Canterlot have been looking at what appeared to be a citizen of Canterlot who has been living in exile for several years. A pony who spent a good deal of his time inventing strange contraptions. Of course, he got into some sort of trouble and well, he was sentenced to ten years in a cell in Tartarus."

Grogar then turned his attention over to Tirek, stepping over to him with a small smirk on his face.

"I want him to join our ranks," he said, firmly. "And I want you, Tirek, to bring him to me."

"Of course," interejected Chrysalis, suddenly rising out of her lounging position. "You are going to need to have some help from a creature who can well…change into anything."

"I specifically recruited Queen Chrysalis for her ability to take on any shape or anypony," remarked Grogar. "You shall prove yourself useful with this mission, Chrysalis by distracting those foolish guards while Tirek breaks the inventor out of his prison."

Tirek sneered at the idea of Chrysalis helping him, but he had little choice. In his mind, he thought that Chrysalis was going to be out to steal his thunder.

"And of course," added Chrysalis, becoming seductive around Tirek. "You can steal all the magic you want to make yourself stronger, Tirek. That's one thing we have in common, big horns, we both have a desire to steal something out of Equestria. I take love, you take magic. So, what do you say, Tirek? Shall we make an alliance?"

Tirek took a moment to absorb what had just been said to him and let out a deep sigh.

"If you say so," he said.

"Then it's settled," finished Grogar, turning his attention back to Sombra, Lavan and his donkey forces. "Go to Tartarus at once and bring the inventor here to me. As for the rest of you, we have important matters to attend to."

"What important matters?" asked Sombra, but Lavan had a good idea of what Grogar was planning to do and he wasn't liking it at all. Nevertheless, they all did as they were told.

…

Back at S.M.I.L.E., Sunset Shimmer was led to an interrogation room where she was left alone with Fury and Natasha Romanoff.

"All right, Sunset," he said. "I wanted to apologize first hand for bringing you back here so suddenly. However, we have a dangerous threat to combat that affects the entire universe. Tell us, how much Equestrian magic has ended up in your world?"

"I can't give you an exact number, but it was quite a lot of it. Anyway, if there is Equestrian magic where I live now, then why bring me back here?"

"Because some of the enemies of your current home may have obtained the magic you brought from here and might end being recruited by Grogar to come here and fight against us," explained Fury, pushing a piece of paper in front of Sunset. "Do you know of anyone in your world who might have been consumed with it?"

"The only ones I know of are two girls named Wallflower Blush and Vignette Valencia," answered Sunset. "They were consumed by Equestrian Magic and it took me and my friends to stop them both from achieving their respective goals. Well, Wallflower had Clover the Clever's object that takes memories."

"An object that takes memories?" wondered Natasha. "Where is it now?"

"It's been destroyed."

Both Natasha and Fury looked at each other with worried glances for they knew that not everything could be totally destroyed.

"Look, I'm telling you both the truth," protested Sunset, detecting that they thought she was lying to them. "Clover's item had been destroyed."

"We know you're telling the truth, Sunset," replied Fury. "But, Equestria is a place far different from the world you live in. If our enemies manage to recruit any of the Avengers' enemies, then the stakes are going to be a lot higher than they already are."

"What other enemies? And who are the Avengers?"

It was apparent to Fury and Natasha that Sunset clearly had no idea of what was happening. There was still so much for Sunset to take in just a short period of time.

…

Meanwhile, back in Canterlot, Celestia, Luna and Cadence were being briefed on the situation in Maretonia.

"Some lava creature caused this? Are you certain?" she asked Twilight through a calling spell in the throne room

"We are very certain of it, Celestia," answered Twilight. "That's what two of the Avengers told us. If you don't believe me…"

"I'm trying to believe you, Twilight," interrupted Celestia, briefly lowering her head down in despair. "But, I'm also trying to process why we've never heard of this lava creature before. Has the Duke and Duchess of Maretonia been told of what has happened?"

"I'm sure they have been told of what is happening. Either way, I have a feeling that Grogar's return must have a purpose. We're heading back to S.M.I.L.E. now for a post mission briefing."

At that moment, Celestia realized what needed to be done.

"Twilight," she said firmly. "I want all of you to come here to Canterlot tomorrow for a meeting, yourself, Fury, Stark, everybody. Clearly, you're right, Grogar's return means something and I want us to continue preparing for the fight ahead. Understood?"

"Yes, Celestia," replied Twilight as the call spell came to an end.

…

Later that night, Twilight and the others left Maretonia and returned to S.M.I.L.E. headquarters, completely exhausted. Then, Twilight saw Sunset walking out of the interrogation room with Fury and Natasha.

"Sunset?" Twilight cried, running over to Sunset and hugging. "What are you doing here?"

"They wanted to ask me of how much Equestrian magic is in my world," answered Sunset. "They think that Grogar might be after it or the Avengers' enemies in my world are after it."

"Are you certain?" asked Twilight to Fury.

"We think it might be possible."

"Anyways, we all have a meeting scheduled with Princesses Celestia, Luna and Cadence," said Twilight, addressing the group gathered around her. "I expect you all to be there because if the fire in Maretonia is of any indication, then I don't know what else."

Taking to the air, Twilight left to return to her castle while the rest of the group wondered what tomorrow was going to bring.

"Well, this won't be about the new building I wanted to build in Canterlot," remarked Tony as he, Julia, Jim and Peter walked away. "That's for sure. How are you feeling?"

"Little extra crispy," answered Julia, showing Tony a burn hole in the left arm of her Spider Woman suit. "But otherwise, fine. Can't help but feel sorry for that filly we saved today. Makes me think of Rachel."

"Well, that's why I pay you the big bucks and get all the bonuses," said Tony. "So, that you and Rachel can live the life you both deserve."

"So, what happens now, Tony?" asked Jim.

"We meet with the big cheeses of Equestria tomorrow and who knows what will happen next or when that Lava Dude will strike again. No matter what happens though, we face it together, right?"

…

Meanwhile, in the depths of Equestria at Tartarus prison, Chrysalis and Tirek were about to carry out their orders of freeing the mad pony inventor from his prison…

Chapter 8: "Escape from Tartarus"

In a private jet aircraft loaned to him by Tony Stark, the World War II veteran Steve Rogers and his faction of Avengers neared Equestria only to be escorted by a group of Wonderbolt cadets.

"Seems to me like this is the welcoming committee," he remarked, looking out through the cockpit window. "Might want to prepare for landing, guys."

"Somehow I don't think they would want us to land," said Sam Wilson, a member of Rogers' faction who was looking out the passenger window. "They look like they want to knock us out of the sky, Steve."

"Just relax, Sam. I don't think they would want to do something like that," replied Scott Lang, another member of Rogers' faction. "They can't be as bad as the guards in the prison."

"You're just saying that because you were once a petty criminal."

The commanding sounds of their leader preventing the two Avengers from fighting with each other

"Take it easy, guys. We're nearing Wonderbolt headquarters now."

Under the cover of darkness, the private jet landed on the runway and parked next to the plane that carried Stark and his faction. Stepping down, Rogers and his people were met with the glancing eyes of Spitfire and her platoon of Wonderbolts.

"Uh, we come in peace?" asked Sam, nervously.

"Are you the other faction of Avengers who are coming on Princess Celestia's orders?" she asked. "Identify yourselves."

"Steve Rogers," answered Steve, nervously. "Sam Wilson, Wanda Maximoff and Scott Lang. Tell me something, are we not welcome here?"

"We're just on high alert, Mr. Rogers," replied Spitfire, motioning for her platoon to lower their weapons. "There was a fire in Maretonia coming from a volcano that was sparked by a lava demon."

"Don't remember Cassie telling me that," whispered Scott, scratching the back of his neck. "Good thing she watches the show that takes place here, otherwise I would have had no idea."

"All right," said Spitfire, pacing back and forth in front of the Avengers. "You are to stay here for the night and then report to Canterlot for a meeting with the Princesses and your fellow Avengers first thing in the morning."

Despite the tense welcome, Rogers and his crew did as they were told and were directed into the Wonderbolt Cadet barracks. As they were led away, Spitfire watched them with keen interest.

"Can you be certain that they mean no harm, Spitfire?" asked Soarin', her second-in-command. "They seem harmless."

"We're just acting on intelligence that was giving to us by the American Embassy," whispered Spitfire. "That's all. These guys once fought Tony and his fellow humans when they really should be working together. I mean, they are superheroes, aren't they?"

Soarin' gave Spitfire no answer, for he had no answers. Nevertheless, Rogers and his people were placed in a large room next to the cadets' room.

"Got your suits ready?" asked Steve to his faction.

"Our Avenger suits?" remarked Scott. "My suit's ready to go."

"No, it's like commander Spitfire said," reminded Steve. "We are to meet with Princess Celestia and the other princesses tomorrow, so we need to look professional."

"If you say so," muttered Sam, who then quickly fell asleep. "I got my wings spread out and ready…"

Before he could finish his sentence, Sam fell asleep and the rest of the faction followed suit.

…

Meanwhile, in the depths of Equestria, Tirek was brought to the gates of Tartarus in a tall cage by a group of guardsponies, one of whom was a disguised Chrysalis.

"It's Tirek!" shouted a guardspony, motioning for several other guards to come over. "He's been brought back again."

The guards surrounded the cage and Tirek got himself ready to strike and find the mad scientist pony that Grogar had spoke about.

"Get ready," whispered the disguised Chrysalis to Tirek. "Wait for the moment to come. Can you absorb magic?"

Tirek, of course, remembering how he was once stripped of his ability to steal magic by the princesses, targeted a guardspony and taking a deep breath, slowly began to absorb the magic out of him.

"Hey, what are you doing?" shouted another guardspony as he saw his comrade fall the ground, magicless. This was the moment that the two villains were waiting for and Chrysalis dropped her disguise, immediately firing her sickly green magic while Tirek broke open the cage and immediately began taking out the magic of his captors.

"Go for the scientist!" shouted Chrysalis, using her firing power to shield Tirek from them. "I'll hold them off!"

Running, Tirek immediately began searching for the mad pony scientist. The rest of the prisoners cheered wildly as Tirek ran past them, beating down guards that tried to stop him. Finally, he came to the wing where he saw a cyborg pony made entirely of steel and titanium standing in a cell at the end of the wing.

"Are you the mad scientist pony?" he asked.

"Yes, get me out of here!" the cyborg demanded. "Get me out of here!"

"Stand clear!" said Tirek and fired a blast of magic from his horns that broke the cell door open. "All right, let's go!"

"STOP THEM!" shouted a guardspony and Tirek didn't hesitate, but instead absorbed their magic, rendering them completely powerless and growing taller.

"Move!" Tirek cried, his voice a little deeper as he grew. "Chrysalis is covering for us!"

Racing back to Chrysalis, the two villains took shelter behind the Queen of the Changelings as they all quickly gave chase from the prison.

"Get out of here, you two!" she cried. "I can't hold them off forever!"

"Wait!" shouted Tirek, taking a deep breath and drained the magic of the guards fighting Chrysalis. "Now, lets get out of here!"

With the guards rendered powerless, the three villains attempted to race away from Tartarus. However, they still had one more obstacle to face…Cerberus, who snarled and barked wildly trying to stop them.

"I'll put this puppy down!" cried Chrysalis, firing a blast of magic from her horn and striking Cerberus in the chest, knocking the three headed dog on its back. "Now, stay down!"

With the three headed dog easily disposed of, they took off into the night.

…

Once they were gone, one of the guardsponies not affected by getting his magic drained, saw what was happening and immediately ran to draft up a note to Celestia.

…

Celestia was then awakened by the sounds of loud banging on the door to her bedroom and was startled to the point of being tangled in the bedsheets.

"Sister, you need to hear this!" cried Luna, racing into Celestia's bedroom. "There's been a crisis at Tartarus!"

"What…what…what did you say, Luna?" grunted Celestia, groggy from being woken up so suddenly. "There was an escape from Tartarus!"

"Tirek and Chrysalis," she panted, a look of fear on her face, passing the scroll to Celestia. "They broke in and freed Titanium from his prison."

Hearing this, Celestia immediately opened her eyes and became very cross.

"Damn that Grogar," she hissed, angry at what had just transpired. "Damn him and his ilk! Luna, send some of your guards to Tartarus and see what can be done. Grogar and his demented acts will not go unpunished, you understand, Luna?"

Not wanting to suffer any more of her sister's justified anger, Luna ran off and did as she was told. Enraged, Celestia stormed over to her dresser and saw her gold battle armor hanging at the very end.

"And by my spirit, ranging for revenge," growled Celestia, her eyes red with range as she clutched her armor with her magic. "Shall in these confines with a monarch's voice cry 'havoc!' and let slip loose, the dogs of war."

…

At that moment, on the embassy row in Canterlot, the Equestrian Ambassador to the Kingdom of Wakanda was awakened by the sounds of the chaos going on outside his embassy.

"What in…?" muttered the ambassador, climbing out of his bed and running over to the window. "What is…?"

"Mufasa, what is it?" asked his wife, groggily waking up. "It's the middle of the night. Go back to sleep…it's probably nothing at all."

"This isn't nothing, Sarabi," answered the ambassador, hastily going over to his desk downstairs. "I have a feeling that this is related to that bulletin we got from the Princesses today."

"About this dark blue goat named Grover or whatever his…name is?"

"I'm not taking any chances, Sarabi," the ambassador said, immediately going over to his laptop and turning it on. "I'm notifying our king about this and he will come to Equestria…along with the Black Panther."

Another of the Avengers were about to be summoned as the news of another escape from Tartarus prison was about to reach the Avengers and their allies, human and pony…

Chapter 9: "The Next Morning"

With the events in Tartarus still fresh in everyone's mind, the Princesses and the Avengers prepared to hold their meeting the next morning. While Steve and his faction stayed at Wonderbolt Headquarters, Tony and his faction were staying at Twilight's castle. Tempest, Grubber, Sunset and the others were staying at S.M.I.L.E.

"I will have to admit," remarked Julia as she did her hair in front of a mirror dressed in a white full slip. "For a pony, Twilight Sparkle is very accommodating to us."

"It's not a Hilton, Marriott or IHG hotel chain, but it's doable," replied Tony, adjusting his black necktie. "Although I have stayed in better locations, that's for sure. By the way, did you get this note just now from the US Embassy in Canterlot?"

This made Julia stop what she was doing and go over to read what was on Tony's phone.

"My phone's been silent all night. What's going on?"

"Apparently there was a break in at Tartarus prison last night."

"So, the Greek word for hell has the name of a prison?" asked Julia, walking back to finish preparing herself. "Can't be as bad as the other prisons we have heard of."

Just then, the door knocked and Tony went to answer it. Opening it, he saw Twilight's assistant Spike, the baby dragon looking up at him.

"Mr. Stark?" he asked.

"It's just Tony, little pal," chuckled Tony, looking down at him. "What's up?"

"Twilight just wanted me to tell you that we are leaving in a half hour for Canterlot," replied Spike. "Can you and Miss Carpenter be down in a bit?"

"It's just Julia."

"Uh, yeah. Did you hear about what happened last night?"

"We heard," replied Tony. "Tell Twilight we'll be down in a bit."

Nodding, Spike left to leave Tony and Julia to finish preparing.

…

A little while later, Tony and Julia, dressed in her blue business suit and her gold pearl necklace around her neck, came downstairs to the castle's dining hall to meet up with Twilight and her pupil, Starlight Glimmer, along with the rest of Tony's faction, dressed in business attire.

"I trust you all slept well," said Tony, looking out among his faction which now included Wade Wilson and Bucky Barnes. "By the way, has anyone seen Thor since we've been here?"

"Speaking of Thor…" said Peter who then motioned for them to see Thor walking in with a plate of pancakes in his hands along with Rockhoof, one of the pillars of Equestria. "Came in late last night along with this guy."

"Sorry if we came in late," Thor said, as he ate the pancakes in front of him. "We had a hard time getting here with the security and all."

"I can only imagine," muttered Tony, putting his hands on his hips. "You missed all the excitement yesterday."

"The fire in Maretonia? Yes, we heard," replied Rockhoof. "But, there was something else we were tracking."

The entire room fell silent upon Rockhoof saying this.

"What something else?" asked Twilight, going over towards the pillar of Equestria. "And if you were wondering if it was about what happened in Tartarus…"

"It wasn't about what happened in Tartarus, Princess Twilight," interrupted Rockhoof, putting a hoof up to silence her. "The reason why Thor had difficulty getting here was because the boat he was travelling on had been attacked by a sea creature."

And Thor lifted up his hammer and produce a bolt of lightning that transformed into a screen that showed a Viking ship being attacked by a pair of red tentacles. The Vikings onboard fought valiantly, but the creature kept dragging some of them into the sea.

"Who is that?" wondered Starlight to Twilight. "That's not unlike any creature we have seen before."

But Twilight kept watching as they saw Thor attempt to use his hammer to fight off the creature. Eventually, the creature peaked out and its face revealed a fish like creature with the head of a shark that snarled and spat out black ink at the attacking Vikings. Finally, the creature used one of his tentacles to break the ship into pieces and sent what was left of her crew into the water.

"Then," said Thor. "I was left floating in the water until I washed up on a beach at the base of a tall mountain."

"You mean Mount Aris, Rockhoof?" asked Twilight.

"Yes, Princess," he answered. "I was tracking the presence of another creature when I found Thor. A creature that wasn't on the ground, but in the air.

"Another creature?" wondered Peter, scratching his head in confusion. "Am I missing something here? This didn't happen in your show."

"You mean Arabus?" said Dr. Strange, causing the entire table to turn towards him. "The Wind Demon."

"Yes, mystical one," remarked Rockhoof. "How did you know?"

"Because I have seen a future where both your cities of Cloudsdale and Ponyville would be destroyed by thunderstorms and hailstorms by his doing," answered Dr. Strange. "I have the power to see into the future and from what I saw, the risk is too great to pass."

"He's quite the wizard," whispered Tony to Rockhoof.

"There is actually something else you need to know Rockhoof," said Twilight. "It's about…"

"Starswirl?" he guessed, suddenly rising to his feet, his forelegs on the table glaring over at Twilight. "What happened to him?"

"He was attacked by a group of donkeys under command of Grogar," explained Twilight. "He's doing fine, but it was really scary to see him injured."

Hearing this made Rockhoof turn away in disgust and worry for his fellow pillar while Thor chomped on the pancakes.

"The plague ruler!" he grunted. "Grogar is a monster, a demon that doesn't even deserve to live. He will pay dearly for this along with the rest of his kind!"

"Something tells me we need to start heading for Canterlot," suggested Spike to Twilight. "Princess Celestia's probably waiting for us."

Sure enough, just as they all left the dining room, they saw several of Celestia's guardsponies with chariots attached to them. Climbing inside, they all left Twilight's castle and flew towards Equestria's capital.

…

Meanwhile, at Wonderbolt headquarters, Steve Rogers and his faction were just finished getting ready to leave when they heard a commotion outside the barracks they were staying in.

"What the hell's going on?" he asked, running outside to see Wonderbolts and Wonderbolt cadets running outside and taking to the air.

"There's been a report of Arabus being spotted," answered Spitfire, putting her goggles down. "We're going to check it out."

Steve looked to the sky and saw that there was nothing going on but clear sky.

"I don't get it," remarked Scott. "I don't see anything."

"Either way, Arabus was spotted and he needs to be confronted," replied Spitfire, firmly before beckoning for the newly minted Wonderbolt, Rainbow Dash, to her side. "Crash, you take our guests to Canterlot while we investigate what is going on."

"Got it, boss!" replied Rainbow Dash, saluting her superior before motioning for several guardsponies with chariots behind them to land. "All right, boys! Bring them in!"

The chairots were just about to land on the runway when all of a sudden, the sound of a jet engine was heard and the Pegasus guardsponies quickly dashed out of the way.

"What in…?" stammered Rainbow Dash as the plane landed on the academy's runway. "Who does this guy think he is?"

Rainbow stormed over to have a word with the pilots when all of a sudden, the front door opened and a set of stairs rolled out as a black human stepped off of the plane.

"Listen, pal!" said Rainbow Dash, glaring at the individual. "You'd better have a good reason for just barging in and flying without clearance to land…"

However, Rainbow Dash was quickly pushed back by a pair of bodyguards who then escorted the individual over to the barracks.

"Captain Rogers," said the individual in an African accent, shaking Steve's hand. "It's been a long time."

"T'Challa," replied Steve. "What are you doing here?"

"Protecting my kingdom's ally," he answered. "I received a message from my ambassador in Canterlot of an escape from Tartarus prison."

"Funny you should hear about that, your highness," remarked Sam. "We're just on our way to Canterlot to discuss about what is going on with the rulers of Equestria. Care to join us?"

"Yes, and as a token of our alliance," said T'Challa. "You are welcome to take my plane."

"Appreciate the offer," remarked Steve. "But, our friend here has offered transportation Equestrian style. It's not exactly first class, but it will have to do. Of course, you knocked them out of the way when you landed."

The chariots then landed safely despite being knocked backwards by T'Challa's jet.

"My…apologies for the rude landing…Miss…" stammered T'Challa, looking over at Rainbow Dash.

"Rainbow Dash, wonderbolt," she answered. "And next time, tell whoever flies your bird to be a little patient. But, there's no time to discuss, we have to go. So, load up everypony."

"Everypony?" wonder Wanda.

"Just go with the flow, Wanda," whispered Scott as they left the Wonderbolt Academy. "You'll get to learn the lingo eventually."

…

Chapter 10: "Meeting with the Princesses"

So, both factions of Avengers descended on Canterlot castle while at S.M.I.L.E. headquarters, Fury Swipes, Natasha Romanoff and the others were just getting ready to leave.

"Hey, Fury," said Natasha, handing Fury a piece of paper. "Did you hear about this?"

"About what?"

"This wind god that is causing alarm," she replied as fury looked over the paper. "Apparently, a legion of Wonderbolts is already going to check it out. He's called Arabus…something like that."

"Romanoff, you still have a lot to learn about Equestrian culture," grunted Fury, placing the paper back into Natasha's arms. "Celestia is going to be one unhappy mare when she hears about this."

"Hold up there!" called a voice as Jim Rhodes came rushing out of the base dressed in his colonel uniform. "What's the big idea not waking me up?"

"Sorry, Rhodes. You know that Twilight said we had to be in Canterlot first thing in the morning. How could you oversleep?"

"Hey, I'm a deep sleeper, cut me some slack!"

Rolling his eyes, Fury climbed into the chariot with Romanoff as everyone else did the same thing. From inside her chariot, Tempest and Grubber could only wonder of what was in front of them.

"You seem awfully quiet, Tempest," remarked the hedgehog, chomping on some donuts. "Donut?"

"No thanks, Grubber," sighed Tempest. "Actually, I've been doing some thinking and I'm beginning to wonder if this is the event that will truly atone both of us for our actions. Everything we have done up to this point has been scorned at by everypony in Equestria."

"Hey, haven't you learned anything yet, Tempest?" asked Grubber, nudging his pony friend in the side. "We've been given a second chance and you got to look at it that way. Besides, we did save Starswirl the Bearded, didn't we? Consider that a start."

"Well," sighed Tempest again, this time smiling a little. "I guess you're right, Grubber. I've got to look at it that way. But, it sure won't be easy."

"Nothing's ever easy, Tempest," whispered Grubber, taking another bite of the donut he was eating. "Just focus on the positives, why don't you? I mean, we're teaming up with non-Equestrians to save Equestria instead of conquering it. You should be honored."

Tempest wanted to feel honored, but she wasn't sure how to process the idea.

…

"Damn these burns," muttered Wade as he and Bucky sat a few chariots back. "Why couldn't you have fought this guy instead of me?"

"I was being pounded by jackasses, that's why!" replied Bucky, still feeling the pain of his beatings. "And they weren't politicians, but actual jackasses. Ugh! If I could only get my hands on them…"

"He's only kidding," Wade remarked to no one in particular. "Donkeys are really peaceful creatures and…"

"Who are you talking to?"

"Uh, no one..." laughed Wade, nervously. "Nobody. Carry on."

"Seriously, I wonder if you are in the right state of mind," muttered Bucky. "When I fought in the war, I had quite a few people that weren't in that right state of mind."

Just then, the chariot containing Fury and Romanoff was joined by another passenger, teleporting right next to them.

"Starswirl!" cried Fury, shocked at Starswirl sitting next to them. "What in…you're injured! What's the matter with you?"

"I can't just miss this important gathering," replied Starswirl. "Equestria is at stake and you know I must do everything in my power to protect it."

"But…"

"No buts," Starswirl snapped, lighting up his horn to prevent Fury from changing his mind. "As a pillar of this land, it's my duty to help protect it."

Fury wanted to protest further, but Romanoff backed him down.

"No use fighting with him," she advised, much to Starswirl's delight. "If he says he wants to fight, then we must let him fight."

"All right," groaned Fury, burying his paw in his face. "But, if you get yourself killed, I won't be the one responsible for your death."

Starswirl decided to ignore the remark.

…

A little while later, they all arrived in Canterlot and were quickly ushered into a meeting hall where everypony else had already gathered.

"Fury Swipes," said Celestia, looking over at him with disapproving eyes. "I was beginning to worry you had all lost your way. Come, be seated, all of you."

As they sat down, Tony and Steve gave each other a look of malice towards one another. Little did everyone know that the events of the Avengers' Civil War were still fresh on their minds.

"Now," began Celestia, her forelegs on the table. "As many of you have known by now, Equestria is once again being threatened. The demon goat has returned."

"Grogar," added Luna, walking over next to her sister and producing a small screen containing Grogar's picture with her magic. "The Emperor of Tambeleon. A dangerous creature who shows no mercy to anypony, not even us. We banished him and the kingdom of Tambeleon 1,000 years ago because he was simply too dangerous to be in existence."

"And he isn't the only creature we need to be aware of," added Cadence, walking over to join her aunts. "As you also have known, Mount Ragnaros had erupted but not on its own."

"That is correct," said Tony, everyone focusing their attention him. "Yesterday, a town in the country of Maretonia was affected, causing a great deal of damage to the village. My Chief Operating Officer, Julia Carpenter and my protégé, Peter Parker, managed to save a baby pony who was trapped inside."

"Well, we do commend you both for your heroic actions," said Celestia, looking over to Julia and Peter. "Thanks to you and your comrades, Tony, many lives were saved."

Nodding his head, Tony acknowledged the praise that was given to him and his faction of Avengers.

"We would have done the same thing if you were affected in any way, your highnesses," remarked Julia, chuckling slightly. "I have a daughter and my motherly instincts kicked in when saving her."

"But, while what happened in Maretonia was admirable," said Celestia, regaining everyone's attention as Luna changed the screen. "Time is of the essence. As some of you may have known, there was a prison escape inside Tartarus prison last night. According to reports we had obtained, the prisoner who had escaped was none other than Titanium, a pony who used to live in Canterlot until his obsession got him into trouble with our laws."

A live picture of Titanium being sent to Tartarus was shown, screaming and yelling of being imprisoned.

"He was sentenced to 10 years in prison," continued Luna. "But, he now has a desire to extract revenge against us for taking away ten years of his freedom."

"Some ponies just can't let grudges go," whispered Tempest, sighing heavily as Grubber tapped his paw on her.

As the two princesses spoke, Thor raised his hand to get their attention.

"The human next to the pillar," said Luna, pointing over to Thor. "You have something to say?"

"Yes, your highness," he answered. "I don't mean to interrupt like this, but I had an encounter with a strange sea creature when I was on my way here on account of Mr. Stark."

Both Celestia and Luna gave each other worried glances upon hearing this for they knew that was just another one clue of the mounting pressures of the situation.

"It's Squirt," whispered Celestia.

"Sorry?" asked Starswirl.

"Squirt," answered Luna. "The sea demon with the head of a shark and the body of a kraken. 1,000 years ago he created a tsunami that severely damaged parts of Manehattan. Fortunately, thanks to a magic barrier by some quick thinking unicorns, they managed to keep parts of the city protected. After all this time, he's returned."

"Princess Luna, forgive me," interjected Twilight, rising to her feet. "But, why did neither you nor Celestia tell me about this Squirt? Yes, I know we did learn about him briefly in magic school, but still…"

"Because he wasn't as much of a threat as he once was," answered Celestia. "However, now that Grogar has returned, he has also returned and more than likely to be recruited to fight against us."

"What do you think they might be after?" asked Steve, rising to his feet.

"According to our intelligence," answered Luna, taking a scroll in her aura and reading it. "They are seeking the Elements of Harmony."

"The Elements of Harmony?" cried Twilight, once again rising to her feet. "Why?"

"What do they plan to do with them?" added Rainbow Dash, who up until now, had been quiet.

Both Twilight and Rainbow Dash waited for an answer from their mentor but got nothing. At that moment, T'Challa rose to his feet and with all wondering about how the Elements were going to be involved, chose to leave the room.

"I've got to get to the Wakanda Embassy," he whispered to himself as he left the room. "They must know about this at once."

…

Meanwhile near Fluttershy's cottage outside of Ponyville, a strange craft came through the atmosphere and crash landed in the Everfree Forest…

Chapter 11: "Rescuing the Guardians of the Galaxy"

While the boss and his associates were in Canterlot, the agents of S.M.I.L.E. remained in the charge of Dr. Banner, who was still playing host to Sunset Shimmer. As they completed another round of studying how much Equestrian magic was in the other world, the sounds of a ringing alarm abruptly ended the meeting.

"Dr. Banner?" called a S.M.I.L.E. agent as the alarms rang off at S.M.I.L.E. headquarters. "We've got something on here!"

"What is it?" asked Bruce, dashing towards the agent and looking up at the large screen. "What is that?"

"It looks like something falling towards the Everfree Forest."

Knowing that something was amiss, Banner raced over back to the interrogation room where Sunset was sitting.

"What's going on?" Sunset asked, rising to her feet.

"I need you to come with me," he panted. "We've got something heading towards the Everfree Forest. Something that looks to be a ship from space."

Doing as she was told, Sunset accompanied Banner and several S.M.I.L.E. agents towards the source of the ship's landing.

"Looks to be coming from that direction," called a S.M.I.L.E. agent. "From the northwest."

Heading northwest, the group looked up to the sky and saw a streaking fireball coming down as fast as lightning.

"We might need to be careful," advised Sunset. "The object might be radioactive. I learned about it in science class at Canterlot High!"

"I'll have you know, young mare," replied Bruce, now gasping for breath. "I know what radiation feels like. It gave me my other personality who rests inside of me."

"It's about to crash!" shouted an agent. Suddenly, a loud boom was heard and was followed by a wave of bright light.

Acting fast, the group got down and braced themselves for the onslaught that was coming their way. 30 seconds later, it stopped and they continued onward towards the downed object. Moving quietly, the group found themselves going closer and closer towards the ship.

"Do you think you can detect any Equestrian magic?" Banner asked Sunset. "You can sense magic, can you?"

"Wait a minute, you don't think that maybe…" Sunset asked, an eyebrow raised up. "If you say so, Dr. Banner."

Activating her horn, Sunset slowly advanced towards the wrecked ship, which was now smoldering with smoke and heavily damaged. The former student of Princess Celestia carefully examined the ship, but found no traces of Equestrian magic until she examined the ship's nose.

"Dr. Banner!" called Sunset motioning for the team to come over. "I found something! The magic is Equestrian."

"Are you certain?" he asked, putting on latex gloves to examine the nose of the downed ship.

"Yes."

Just then, they heard the sounds of groaning coming from inside.

"Get a medical team!" shouted Banner as he ran towards one of the ship's doors, pulling it wide open. Opening it, he and Sunset were shocked to discover that there were several occupants inside the ship's cockpit, one of whom was a racoon in hunter's clothing. "Oh my God. We got to get them out of here!"

Acting fast, Sunset reached down and used her magic to carefully lift some of the occupants out of the wrecked ship. The first one she pulled out was a green skinned female alien creature, handing her over to the medical crew.

"Be careful with her," Sunset advised as she then proceeded to pull the unconscious raccoon. "Be careful with all of them."

"I'd better tell Fury what has happened," sighed Dr. Banner as the medical team carefully extracted another human from the wrecked ship. Sunset then noticed another strange creature inside: a medium sized plant creature that was semi-conscious.

"I…am…Groot," the plant creature said weakly trying to wake up. Sunset reached in and picked the creature up with her magic.

"Shh, shh…" she whispered. "It's okay. You're going to be all right."

"We'll take him from here," said a medical pony as Sunset sighed heavily at what had just transpired.

…

Back in Canterlot, the meeting with the princesses continued.

"The Elements of Harmony?" asked Peter. "You mean those crystal things that you put in the tree back in Season 4?"

"Uh, do you know how he knows about the elements?" remarked Rainbow Dash to Twilight. "I think Pinkie Pie should talk to this guy."

"Pinkie Pie? She's Aunt May's favorite."

"Zip it, Parker," snapped Stark, motioning him to zip his lip and redirect his attention back to the princesses. "Excuse us, your highnesses, please continue."

Clearing her throat, Celestia restarted the meeting.

"About a month before Luna was banished to the moon," Celestia said to the assembled group, creating her own magical screen that showed a group of Equestria's most feared villains including Chrysalis, Sombra, Tirek and Grogar. "There was a group of Equestria's most feared enemies called the Nine Circles of Death, whose goal was to wipe out all life in Equestria and rebrand it as their own. Twilight and Rainbow Dash, you of course know of Queen Chrysalis, King Sombra and Lord Tirek. But, there are several other enemies that you have never heard of until now."

"And the lava dude is one of them?" asked Wade.

"Yes," answered Celestia, showing off a picture of Lavan to the crowd. "The lava 'dude' as you put it is, in fact, one of the nine circles. But, you are better off referring to him by his real name, Lavan. He once ruled over all of the volcanoes that surrounded Equestria before ponies settled here."

"As a result, he ended up trying to force volcanoes to erupt and scare the ponies who made up towns and cities around the volcanos away," added Luna. "We had to step in and force him to go into hiding for a thousand years."

The group then watched Celestia and Luna use their magic to force Lavan into the side of Mount Ragnaros, sealing him inside.

"But, he did have two enemies," Celestia said, producing another screen that showed two more creatures, one of whom was the sea creature that attacked Thor. "Squirk, the emperor of the sea and Arabus, the wind king. The three of them were just like the unicorns, Pegasus and earth ponies before Equestria was founded."

"So, basically, they were Hurricane, Puddinghead and Platinum before they actually came into existence," guessed Rainbow Dash, as they all watched a scene of them fighting with each other. "Always got to be inspired from somewhere."

"But, while Luna and I did seal away Lavan," continued Celestia. "Squirk and Arabus were sent into deep sleeps for a thousand years, a pair of sleeps that came to an end when Grogar was brought back from his banishment along with Tambeleon."

The screen then disappeared, leaving a tense silence among the meeting hall that lasted for a good long while. Then suddenly, tears began to form at the corners of Celestia's eyes.

"Celestia, what is it?" asked Twilight, showing concern for her mentor. "What's wrong?"

"There is one last footnote to this story," said Luna, going over to console her sister while also getting teary eyed herself. "The nine circle of deaths did have a leader, but it wasn't just any leader."

"Who was the leader of the nine circles of death?"

"He was…"

…

However, before Luna could give the answer, a ringing sound was heard and Fury got up to answer it.

"What's going on?" asked Julia, rising to her feet, only to be silenced by Fury as he listened into a communication device.

"Don't leave us in suspense, kitty cat," cried Steve, also rising to his feet. "What's going on?"

"A ship from space just crash landed in the Everfree Forest," he replied, causing several members of the meeting to gasp in shock. "Forgive me, I have to go."

"Fury, wait!" cried Natasha, following him out of the room.

"Cadence, we'd better find out what's going on," said Twilight. "Are you sure you three will be okay?"

"We will, Twilight," replied Cadence, before directing her attention back to the meeting attendees. "Meeting adjourned, everypony."

Once the meeting was adjourned, everyone left the hall except for Twilight and Rainbow Dash who watched as Cadence and Luna led Celestia away. Twilight felt sorry for her mentor and wanted to help her out but knew that finding out where the ship came from was more important.

"Twilight, if you want," suggested Tempest. "I'll stay with the princesses along with Grubber. You go with the others."

"Are you sure, Tempest?" asked Twilight.

"Yes, don't worry, I'll keep an eye on them."

The two mares shared a brief hug before Twilight left the room with Starlight and Spike. Just then, the skies above began to darken and Tempest realized that something was happening, but it was too late to warn the group that was leaving. Suddenly, a low growling sound was heard.

"Did you hear that or is it just me?" asked Grubber.

"I heard it, Grubber," remarked Tempest, nervously looking out the window. "And I think it might have something to do with what we just heard."

Chapter 12: "A Deal with the Hulk"

As the injured were carried back to S.M.I.L.E., none of the agents had any idea of the mystery that these mysterious passengers were. It was apparent that they had come from another planet: not another country, but another planet. Nevertheless, they were hurt and they needed to be taken care of. Upon arrival, the injured were taken to separate parts of the medical ward, but Sunset had a feeling for one of the injured.

"Don't hurt him," Sunset said to one of the doctors as she handed the plant creature to a nurse. "He's scared enough as it is."

"We won't hurt him," replied the nurse, taking the plant creature into the ward. "I promise you we'll help him."

Sunset sighed heavily as the plant creature opened its eyes weakly at Sunset. Dr. Banner noticed the sadness and sympathy Sunset had for the creature and went over to console her.

"Fury says that they are the best in Equestria," sighed Bruce. "They'll be fine. Can't say the same for their ship though."

Turning around, they saw the nose of the ship being examined by a team of agents and scientists, extracting any trace of Equestrian magic that was on the nose.

"Dr. Banner, I…I don't understand," sighed Sunset, her face filled with confusion. "How could Equestrian magic be found on out of all places, the nose of a ship from space? I know you recruited me to find any trace of Equestrian magic in my world, but…"

However, Sunset was silenced when Bruce placed a hand on her.

"Sunset, the only reason why we recruited you," he explained. "Is because we believe that those who seek to conquer this land you come from want to recruit any enemy of the Avengers and have them take the magic for themselves. We want to take all that magic out of your world and bring it back here."

This struck a chord with Sunset, for she meant that without Equestrian magic, the new world she called home would be left defenseless.

"Dr. Banner," she said firmly. "Why would you do that? My friends in the other world, they'll be left powerless to protect their world if any other enemy had already gained Equestria magic. You can't do this."

"Miss Shimmer," sighed Bruce, walking away from Sunset. "The magic in your world could become extremely dangerous if it ends up in the wrong hands. I'm acting on the best interest of this world and my world which you are now a part of."

"But it has already ended up in the wrong hands, Dr. Banner," pleaded Sunset. "Several times. Have you ever heard of the Dazzlings?"

"Who?"

"Three teenage girls that were once sirens in this world. They tried to turn everyone against each other to gain power. Their geodes were destroyed, and they were left powerless thanks to me and my friends. Whom do you know might try to get their hands on it?"

"I told you, any enemy of the Avengers. Now, please! My mind is made up!"

…

Sunset then began to notice a hint of green under Banner's skin and realized that he was becoming angry with her and if she kept it up, there would be consequences not just for her, but for everyone else inside the building.

"Wait, Dr. Banner!" called Sunset, running over to him. "What if I made a deal with you?"

"What kind of a deal?"

"What if I brought my friends here to Equestria, but we find someway to keep them human? Either way, Equestrian magic is going to be at risk to be taken by someone evil."

Banner suddenly became surprised by this and knew that he wasn't going to try and get his way out of the situation.

"Look, all I'm saying Dr. Banner," pleaded Sunset. "Is that the geodes my friends and I have contain power that might help you win this war that is looming over Equestria. Please, let them come and bring all of the magic that is in their world back here."

"Sunset," he sighed, the green underneath his skin disappearing as he calmed himself down while pacing back and forth. "You know that is not my call. I have to run that by not just with Fury, but also with the rulers of this land."

"I happen to personally know two of the rulers of this land," retorted Sunset. "One of whom helped me see the light of what I was doing was wrong and the other…"

Memories of her betraying Celestia came back to haunt Sunset, but she had to get the message out to Bruce.

"…well," she sighed. "Let's just say the other, I turned my back on for my own selfish gain."

…

Just then, they heard a buzzing and the door opened to reveal a light blue earth pony wearing a green skirt and a bird mask on her head being escorted into the base by a pair of guards. Her mane was wrapped in a tall bun.

"Excuse me," she said in a southern accent, looking over at Bruce and Sunset. "Are you Fury Swipes?"

"No, ma'am," replied Bruce. "Is there something I can help you with?"

"I saw the explosion," explained the mare. "And I knew that there were creatures inside. So, I want to see if I can help you in any way I can."

Sunset immediately took a keen interest in the mare, for she had a sense that this was no ordinary pony.

"Excuse me," she said to the mare. "You look familiar as if I had heard about you before? Who are you?"

"I'm Mage Meadowbrook," replied the mare. "A natural healer and one of the pillars of Equestria."

"You are a natural healer?" asked Dr. Banner, taken aback by Mage's presence. "Then, by all means, do whatever you can to help the injured."

Lowering her mask, Mage walked into the ward and upon entering, she was greeted by the doctors who backed away to let her do what she needed to do.

"They must know who she is," whispered Sunset as she and Bruce watched from the ward's window. "We should trust her and let her help those creatures."

"I guess you're right," sighed Bruce. "Now, let's see if we can bring your human friends here to join our cause."

…

Meanwhile, the skies over Equestria continued to darken as the Avengers, two of the pillars and two of the Elements of Harmony were making their way back to S.M.I.L.E.

"I'm not liking the look of this," Tony remarked trying to get the attention of the pony pulling them. "Isn't the weather in Equestria supposed to be controlled by the Pegasus ponies?"

Of course, the guardspony said nothing as the wind began to pick up strongly.

"Tony," cried Julia, her long red hair blowing wildly. "Maybe we should go on the ground or something, try to maybe, I don't know? Be safe!"

"She's got a point," remarked Peter from inside the chariot he was sharing with Jim.

From the front of the ranks, Fury Swipes knew that they were all heading for trouble and before any of them could figure any further what was going on, it suddenly happened.

"What the hell?" cried Steve as large balls of ice came out of the sky and onto the group below. "Since when there are hailstones in Equestria? Ow!"

Reacting fast, Starswirl attempted to cast a shield spell along with Twilight and Starlight to try and protect them all.

"Up there!" cried Rainbow Dash as she two Pegasus ponies fall unconcisous out of the sky and onto the shields below. "What in…?"

Suddenly, more wounded Pegasus ponies fell from the sky like rain and before Rainbow Dash could react, the hailstones grew stronger to the point that they broke through the shield.

"Everybody, hang on!" shouted Fury as the hailstones broke through the shield and a strong gust of wind began to blow hard on the group. "Something must be causing this!"

A loud thundering laugh was soon heard as a creature made entirely of wind clouds manifested in front of the group.

"Nice little storm, isn't it?" laughed the cloud.

"Arabus," whispered Fury Swipes as the cloud threw down more and more hailstones and several bolts of lightning on the group.

The storms grew stronger and then…disaster struck. The chariot carrying Julia and Tony was beginning to take a brutal toll and the chariot tipped, knocking Julia out of the chariot.

"JULIA!" screamed Tony as he watched the love of his life fall out of the chariot. Acting fast, Rainbow Dash flew down and caught Stark's Chief Operating Officer before she could fall to her death. But, just as Rainbow placed Julia back in the chariot, she was hit with a falling dead Pegasus back down to the earth below.

"RAINBOW!" cried Twilight, trying to fly down to save the Element of Loyalty, but was restrained by Starlight.

"Twilight, it's too dangerous!" shouted Starlight. Now, things were personal.

"Okay, now you've gone too far!" Tony cried as he tried to activated his armor, only to be stopped by Julia.

"Tony, we can't fight this guy up here! we've got to fall back!" she pleaded as . "This storm is too powerful!"

"Chuckles has a point there, guys!" added Jim. "We'd better get out of here!"

"When you're right, you're right!" cried Fury, signaling the guardsponies to move as fast as they can. "Let's move!"

Like several bolts of lightning, the chariots all ducked down into the clouds trying to get to safety, much to Arabus' irritation.

"This isn't over yet!" he cried as he disappeared into the clouds while Grogar watched from a distance.

"Look at them run," the goat laughed to his comrades, much to the irritation of Lavan. "Running away like whimpering dogs with their tails between their legs! You'll be running away much longer that before I'm finished with you!"

And the loud thundering laughs of Grogar were heard as the group retreated to the safety of S.M.I.L.E headquarters.

Chapter 13: "Rocket Raccoon Awakens"

"Well, that was quite interesting," gasped Julia as she and the rest of the group returned to S.M.I.L.E. headquarters after their encounter with the wind god, Arabus. "Nearly being thrown to my death from 20,000 feet. Like to get my hands on that big blowhard."

"Easy there, Chuckles," remarked Jim, climbing out of his chariot with Peter. "Just be thankful it wasn't a tornado."

"Shut up, Rhody."

"I thought it was kind of cool," chuckled Peter.

"You too, junior."

However, before any arguments could escalate, they were all ushered back into the building by Fury Swipes. Upon heading inside, they came across the medical ward where Mage Meadowbrook was attempting to heal the Guardians of the Galaxy. This got the attention of both Starswirl and Rockhoof.

"Mage?" cried Starswirl, placing his hooves on the window of the ward. "What is she doing with those strange creatures?"

"We're not sure," replied Fury, hastily heading back to his office with Romanoff and several of the Avengers. "But, I think Dr. Banner might provide us with a good explanation for all of this."

Just then, Bruce walked towards the ward and saw both pillars in front of him.

"You know you're supposed to be in bed, Starswirl," he said to the sorcerer pony. "Why are you out of bed?"

"Because I feel that I needed to be in Canterlot," he answered, firmly. "What is happening concerns me much more than it does you, human."

"Well, if you are out of bed, that means you are healing well. Still, I'm keeping an eye on you. Right now, I need to check on the occupants of the ship that crashed here in Equestria."

Starswirl and Rockhoof watched as Bruce went into the ward.

…

Meanwhile, Twilight was still thinking about Celestia in light of her becoming emotional. In Twilight's mind, there was something upsetting Celestia and she was determined to get to the bottom of it. At the same time, she was also thinking about Rainbow Dash, who had been knocked out of the sky by a falling Pegasus after rescuing Julia. But, her train of thought about both situations was soon interrupted when Sunset saw Twilight walking by and came over to talk to her.

"You seem sort of troubled, Twilight," Sunset remarked. "Everything all right?"

"Well, yes and no," replied Twilight, looking over at Sunset. "For one thing we were attacked by a creature made of wind that nearly killed one of the Avengers. Thankfully, Rainbow Dash was able to save her, but she was knocked out of the sky. But, there is something else that has been bothering me. Did Celestia ever tell you that she and Luna had another sibling?"

"No…I don't think so."

"Well, during the meeting, she became choked up about something and I think it might be related with all that is happening. I want to ask her to see if things were entirely okay, but now's not the time."

At that moment, the two mares then gazed their attention towards the front of the wrecked ship's nose still being analyzed by the S.M.I.L.E. agents and scientists.

"What's this?" Twilight asked.

"A ship crash landed here today," answered Sunset. "There were traces of Equestrian magic on the nose, so that's why were are analyzing it."

"Equestrian magic?"

"Yes. I don't know how it got there either, Twilight. But, we aren't taking any chances, now that Equestrian magic has been found."

"Where did it come from?"

"Outer space."

"What? Outer space? How?"

"I wish I could give you the answers, Twilight, but I don't know. I mean, I was recruited because of my knowledge of Equestrian magic in my world. But, even I don't know all the answers. Something tells me that this ship crash landing here in Equestria might have something to do with all of this, but perhaps we should ask the ship's occupants for answers."

So, Twilight and Sunset made their way towards the medical ward where Mage Meadowbrook was now working on trying to heal the raccoon that was aboard the ship. Suddenly, the raccoon slowly opened his eyes and upon seeing Mage towering over him, the raccoon began to panic.

"Help! Help! Help!" the raccoon cried, trying to get off of the table, only to be forced back down by Mage and some of the technicians. "I've got a bird trying to peck at me!"

"Take it easy, sugar," cried Mage, holding the raccoon down. "It's okay! It's okay! I'm not going to hurt you!"

This caused the raccoon to stop resisting and look up at Mage, who pulled her mask up to reveal her face underneath it.

"You're…not going to hurt me?" the raccoon suddenly asked. "Then, why are you wearing a bird face?"

"It's just part of my process to heal you of your injuries, sugar pie," chuckled Mage, much to the raccoon's confusion. "And this isn't a bird face, it's a mask."

"Boy," remarked the raccoon, sighing heavily. "If this is part of your process, can't imagine how the kiddies feel."

The more the raccoon talked, the more Mage became amused by him.

"Name's Rocket, by the way. Rocket Raccoon, intergalactic bounty hunter."

"Oh, uh, Mage Meadowbrook's my name," she chuckled, rubbing her hoof against the side of Rocket's face. "Healer and pillar of Equestria."

"What's going on in here?" they heard Twilight say as she, Sunset, Starswirl and Rockhoof walk into the ward. "We heard screaming and wanted to find out what was happening. Mage Meadowbrook, what are you doing here?"

"Princess Twilight," she remarked. "I saw the crash and I came to help out in any way I could."

Twilight then looked down and saw Rocket for the first time.

"And who are you?"

"Rocket Raccoon, intergalactic bounty hunter, your highness," he answered, bowing his head in respect. "I'd show you respect, but I'm kind of tied down at the moment. And who's the dude with the beard?"

"I happen to be Starswirl the Bearded, little one," he scoffed, slightly insulted. "Leader of the Pillars and I demand you show me a little respect!"

"If you say so," whispered Rocket, keeping his eyes focused solely on Mage Meadowbrook. Just then, a small groan came out from one of the other occupants as he slowly opened his eyes. "Hey, Star Lord! You're awake."

"Uh, I think so," he groaned, trying to make sense of the space he was in. "How the hell did I get in here? Where's that large pony dude gone to?"

This made Twilight and Sunset race over to the awakened human.

"What large pony dude?" asked Sunset. "What are you talking about?"

"This pony dude with wings knocked out of the galaxy," he moaned, weakly looking over to Twilight and Sunset. "Red like the fires of hell and had a mask covering his face. We tried to combat him, but he just swatted…us away like a fly."

It was now apparent to both Sunset and Twilight that this was the reason why Celestia was very troubled.

"We're going to have to ask you a few questions," Twilight said, firmly as the human groaned in disgust at being questioned so quickly.

…

Back in Canterlot, Celestia and Luna went into seclusion while Tempest waited outside Celestia's quarters with Grubber.

"She's been in there for a long time now," remarked Grubber. "Don't you think we should at least check up on them?"

"If Luna says they want privacy, then we should let them have privacy," replied Tempest, looking down at Grubber. "Still, if I could at least get a sense of why Celestia is so upset."

Just then, the door opened and out stepped Princess Cadence, sighing heavily at Tempest and Grubber.

"How is Celestia?" asked Tempest.

"She's calmed down a little, but is still very upset," answered Cadence. "In fact, Aunt Luna also is starting to get a little upset too.

"This isn't just about a prison escape from Tartarus," sighed Tempest. "Nopony would be upset over that, nor about what happened in Maretonia because no lives were lost in that. Have you managed to get either one to talk?"

"Tempest, I can't force my aunts to open up about something that they are sensitive about. But, sooner or later they are going to have to open up when they feel its time."

Just then, a messenger came forward with a scroll in her aura, handing it to Cadence.

"Any messages or intelligence goes to me," ordered Cadence to the messenger. "Understood?"

"Yes, your highness," the messenger replied. "This just came back from S.M.I.L.E., 20 Pegasus dead battling the wind god, Arabus."

A sickening feeling came through Cadence's stomach and realized the fragility of the situation that Celestia and Luna were in.

"What do we do now?" asked Tempest, but Cadence didn't know how to answer.

…

Meanwhile, Rainbow Dash, who had been knocked out of the sky by a falling Pegasus during Arabus' rampage, was trying to help out any of her fellow Pegasi that fell out of the sky. Just then, she saw a Pegasus pony lying on the ground, but amazingly still alive.

"Flash Magnus," she gasped, bending down and lifting his head up. Tears formed at the corners of Rainbow's eyes not just because a pillar of Equestria was badly injured, but also for the 20 Pegasus ponies finding the wind god that were now lying dead.

…

Chapter 14: "Saving Flash Magnus"

Panicked and frightened to see her pillar equivalent badly injured, Rainbow Dash knew that time was of the essence. She didn't know how badly hurt he was, but felt that she needed to keep him alive.

"Flash? Flash?! It's me, Rainbow Dash!" she cried, trying to get him to open his eyes. "You all right?!"

The pillar coughed up some blood, some of it splashing on Rainbow Dash's face as he came around.

"Where…? What…?"

"Flash, just lie still there!" cried Rainbow Dash, raindrops falling on her as she tried to find any help. "SOMEPONY, HELP! WOUNDED PEGASI!"

Then came a response.

"CRASH!" a voice called and Rainbow Dash knew what the voice was. "CRASH, WHERE ARE YOU?"

"SPITFIRE, OVER HERE!"

Rainbow watched as her commanding officer limped over towards her and Flash Magnus. Like Flash, the commanding officer of the Wonderbolts was covered with bruises and scrapes all over her body. Approaching Rainbow Dash, she briefly fell down for a moment before getting back on her feet.

"Rainbow…Dash…good to see you…alive," she panted. "20…of us…dead."

"What about Soarin and the others?" asked Rainbow Dash.

"I…don't know…."

"BOSS!"

The two mares then turned to see the pie loving member of the Wonderbolts also limping towards them, two of his legs visibly broken.

"Soarin!" cried Rainbow Dash, as the two Wonderbolts briefly embraced. "Thank Celestia you're okay!"

"Good thing you weren't here to witness this, crash," groaned Spitfire, sitting down to lean her back against a boulder and remove her goggles. "That wind demon…he was just too strong for us."

Rainbow could only lower her head in shame for she had witnessed the horror of what had just transpired.

"Yeah," she sighed. "How many more dead or missing?"

"We're not sure, Rainbow," coughed Soarin, lying down on his side. "But, all we know is that we weren't equipped to fight this guy."

"What about the Avengers? Did you protect them?"

"I saved one of them before being knocked out of the sky."

"Good, Crash," congratulated Spitfire, looking over at Rainbow Dash weakly. "You certainly have come a long way from when we first met."

At that moment, Flash coughed up some more blood and Rainbow had a good idea that her pillar equivalent might have broken several ribs.

"Chest is…killing me," moaned Flash. "That wind…was powerful."

"What do we do now?" wondered Soarin. "We've got to get out of here, boss."

"None of us can fly, Soarin," groaned Spitfire. "I think we wait until somepony helps us."

"I can fly," offered Rainbow Dash. "But, I might have to make a few trips."

"Save your strength, Rainbow," advised Soarin, before weakly turning his attention over to Spitfire. "You'll need it later. Boss…there is a cave about a mile from here. Maybe we can…take shelter there."

Struggling to her feet, Spitfire attempted to walk, but was unable to, quickly collapsing.

"Where…where is it? Where is it, Soarin?"

"Over…that way," he replied, moving his head to the right. "We can wait until somepony rescues us."

"Are you going to be okay if we move you?" Rainbow asked Flash nervously. "I don't want to hurt you."

"Hey, it's okay," Flash replied, placing a hoof on Rainbow Dash and smiling at her. "I'm a pillar. I've been through worse."

Making their way among the dead pegasi warriors, the three Wonderbolts and pillar of Equestria slowly went into the cave.

…

Back at S.M.I.L.E., two of the awakened Guardians of the Galaxy were about to be questioned by Twilight and Sunset about the alicorn like creature that had attacked them.

"So, you want to know about that pony dude?" asked Rocket to Twilight. "The guy with the mask."

"Mask? He was wearing a mask?" wondered Sunset. "Can you be certain?"

"And…" added Star Lord. "He had the tail of a dragon and the horns of a dragon. He just came out of the sun…like Satan himself."

"Who's Satan?" asked Twilight. "Is he a master? And I'm only asking to get to know you a little better."

"He is a master," grunted Star Lord, rolling his eyes. "But he's not my master, so that's beside the point."

Trying to get a sense of the situation the guardians were in, Twilight activated a spell from her horn that was placed on both the heads of Star Lord and Rocket.

"What…what the hell are you doing?" cried Star Lord, feeling the spell being put on his head.

"I'm just looking into your minds to see what happened," answered Twilight as she saw the Guardians' ship being looked down upon by the giant alicorn like creature. "So, he comes out of the sun…what exactly is he doing?"

"Uh, spreading his wings?" Rocket guessed nervously. "But, he did have a sort of maniacal laughter and was chanting in a strange language."

"He must be talking in old ponish," remarked Starswirl, looking up at the screen with Rockhoof.

"He is indeed," added Rockhoof. "Unless of course, it was a different sort of language that we had never heard of before."

"Maybe that's why Celestia was emotional," whispered Twilight as she deactivated her spell on Rocket and Star Lord. "That alicorn is somepony close to her and Luna."

"Either way," finished Rocket, sighing heavily. "That horse dude is bad news, folks. You don't want to mess with him unless you want to end up like us, lying here on hospital beds."

At that moment, Sunset turned her attention towards the plant creature that she had helped out of the damaged ship. Gently placing her hoof on its forehead, she gently stroked it up and down.

"How's Groot?" asked Star Lord.

"He's resting comfortably," answered Sunset, still stroking the plant creature's forehead.

"How's Gamora?"

Attention then shifted over towards the green female creature, still fast asleep from her injuries.

"We've just put her in a medically induced coma," said a medical doctor pony, walking over to Star Lord. "She has suffered some internal injuries."

This wasn't the news Star Lord didn't want to hear and was not going to take this lying down.

"Save her life, dammit," he growled to the doctor pony, pulling on his necktie. "She's the love of my life!"

"We'll do what we can," replied the doctor pony, pulling away from Star Lord and walking away from him.

…

Meanwhile, back in Tambeleon, Grogar and his band of villains were reveling in their recent triumphs.

"Well, my friends, we continue to get better and better," he remarked. "Arabus and Lavan have demonstrated their powers to prove their dedication to our goals of conquering Equestria. Furthermore, Chrysalis and Tirek, you have proven your worth by freeing Titanium from Tartarus."

"Nothing more refreshing than knowing you will get a chance for vengeance," the cyborg pony growled, clutching his hoof turned claw. "All I ever wanted was to have Equestria go with the changing times and this is how I was thanked for what I have done…"

"And you will get that chance, my friend. Once we have the alicorn princesses here before us in chains," interrupted Sombra, getting that feeling of seeing other ponies suffer.

"You're desires for regaining your rightful place has further inspired our cause for ultimate glory," remarked Grogar. "However, we still need to have…"

But, Grogar was soon interrupted by Lavan, who merely just rolled his eyes.

"Lavan!" the goat snarled, glaring at him. "Why must you give me an attitude?"

"Because I know what you are thinking of recruiting," the lava demon hissed, his flaming arms folded. "You want to recruit Squirk in addition to Arabus."

"Yes, I do, lava demon, so you'd better be flexible with whatever decisions I make, because I can assure you that any defiance or betrayals will not be tolerated! And furthermore, if you betray me, I will make certain you will pay with your life and that goes for all of you!"

"Whatever," muttered Lavan, giving Grogar the sense that Lavan was going to defect him eventually, but the rest of the group swore their loyalty to him."

"Yes, well I can assure you that you will help us achieve our respective goals once we help you achieve what you wish to do," said Chrysalis, bowing to Grogar. "I will need all the help I can in regaining my throne from that traitor, Thorax!"

"And you will all achieve your ultimate goals in time," promised Grogar. "However, I am merely carrying out orders for our true leader."

"True leader?" asked Tirek, his arms folded. "What are you talking about, goat? Is there more to this than we should know?"

…

Back in Canterlot, T'Challa, having left the meeting with the princesses, was at the Wakanda Embassy trying to get more information on Titanium's escape from Tartarus.

"Apparently, the prisoner who escaped was a former pony that used to live here," said Mufasa the Wakanda ambassador to Equestria, looking at a newspaper that showed Titanium's picture on the cover. "He was sentenced for trying to create robot ponies that were designed to benefit Equestria."

"And this is why he was jailed? For trying to improve the way of life of this land?" asked T'Challa.

"Yes, my king," answered Mufasa. "What do you think we should do? Should we close the embassy and return to Wakanda?"

"No, Mufasa," replied T'Challa. "I want you to reach out to our generals and prepare them to come here and aide our allies in the fight ahead."

"At once, my king."

Soon, Wakanda would be engulfed in the fire that was about to spread throughout Equestria…

Chapter 15: "Missing Comrades"

While the Guardians of the Galaxy were recovering from their injuries in the medical ward, Tony and the rest of the Avengers followed Fury Swipes into his office following their encounter with the wind demon, Arabus. Little did they know that they had a few members of their team that were not accounted for.

"Fury, what in the hell happened out there?" Tony asked as he and the rest of the Avengers were escorted in Fury Swipes' office. "Who is this wind demon that we all have never heard of?"

"Yeah," added Jim. "I'm all for being surprised and all, but this is ridiculous. I mean, we all almost lost Chuckles at 20,000 feet here."

"I've been through much worse, Jim," remarked Julia, brushing down her business suit. "But, I feel like this isn't like any other enemy any of us have ever faced. Part of me feels like this is some sort of way to ruffle our feathers."

It took a few moments for the Avengers to absorb what had just been said as Fury reached into his desk and pulled out a book on Equestria's history.

"If it was just meant to ruffle your feathers, Miss Carpenter," he said. "Then yes, you are correct. This wasn't just any wind demon. This was a member of the Nine Circles of Death."

"Nine circles of what?" asked Tony, scratching the back of his neck in confusion.

"Nine circles of death," answered Fury, opening the book and turning the pages to the second on the aforementioned topic for the Avengers to see. "A group of Equestria's most notorious enemies who joined forces bent on destroying Equestria's way of life and remaking it according to their own vision."

Looking down, each Avenger carefully studied the section and the creatures that each made up the circle.

"Where did you get this?" asked Jim.

"It was given to me by Princess Celestia herself," replied Fury. "Apparently, she couldn't bear to keep it in Canterlot, so she gave it to us."

"Why would she do that?" wondered Peter, looking down at the book carefully. "Did any of these guys upset her in any way?"

"Perhaps its important to remember that so much had happened here 1,000 years ago in Celestia's life and some of it hasn't been easy for her to talk about."

"Which explains why she was so upset at our meeting today," guessed Wanda Maximoff. "That mare needs to see a doctor, a therapist to be exact."

However, the book caught the attention of Steve, who picked it up and carefully studied each of the creatures in the book. To Steve, this was something of great importance to him considering the fact that he lived in a time of conquering by maniacal dictators.

"Well, I for one, know first hand just what it is like to deal with real life conquerors," he sighed, putting the book back down on the desk. "These nine circles of death remind me a lot of the Axis Powers during the war. In fact, these aren't just monsters as they are conquerors. Perhaps they might want to start a war here in Equestria that they can hopefully spread to the rest of the world."

"It's possible, but we can't jump to any conclusions, Steve," advised Sam, placing a hand on his friend's shoulder. "Don't forget what happened recently."

Not wanting to be reminded of that dark period of time, Steve simply shrugged and walked away from Sam.

"I'm not jumping to any conclusions, but I am trying to come up with some educational guesses here. These guys are like the Axis powers and that pony leader, looks to me like he is the devil of Equestria. If in any case, we should at least say some Hail Mary's when all is said and done."

…

Just then, the door opened and an agent came in with another scroll, handing it over to Fury.

"We've got this report from Canterlot," the agent said. "T'Challa is calling on his country to send forces from Wakanda to help fight the growing threat."

"That must be why he left the meeting early," whispered Julia to Tony. "He wanted to call on his forces."

At that moment, the Avengers looked among one another and noticed that some of their comrades was missing.

"Hey guys," remarked Jim. "Aren't there a few people missing from here?"

"Yeah, where's Wade?" wondered Tony. "He must have been thrown out of the chariot during that encounter with the wind dude."

"And Scott's missing, too," added Bucky, a hint of concern on his face. "We'd better go and find them!"

"Rhody and I can go out and find them," offered Tony, heading to the door with Jim right behind him. "They might not be too far from here. If anything else, you guys might need to stay here and be on the alert for any signs that those nine guys come back."

Immediately, he and Jim darted out of the room while the rest of the Avengers stayed behind with Fury. As they left, they were approached by Bruce who saw them walking past them at a frantic pace.

"What's going on guys?" he asked.

"Can you still bring the Hulk out?" Tony wondered, activating his armor. "We've got a few comrades missing."

"Who?" Bruce asked, suddenly growing angry as he put down the paper he was holding.

"Lang and Wilson," answered Rhody, also donning his War Machine armor. "Care to join us?"

Nodding in reply, Bruce followed them out of the building and out into the open of Equestria. Growling, he transformed into the Hulk and followed them in search of Scott and Wade.

"What was that?" cried Rocket as the Hulk's roars echoed through the building. "Is that the pony dude?"

"Whoever it is needs to calm down," called a voice and another one of the Guardians awakened, her antenna's twitching. "If there is anything to allow me to hear or sense again…"

"Oh, uh, this is another one of our team, Mantis," explained Rocket, looking awkwardly at Twilight and company. "She can sense things from far away."

"You're comrades are missing," Mantis continued. "Attacked by a wind creature."

"A wind creature?" asked Sunset, looking at Mantis before turning back towards the raccoon bounty hunter. "Rocket, is he in any relation to what attacked you and the rest of your comrades here?"

"The pony dude? I don't know."

Taking this information into account, Sunset turned towards the door and attempted to leave, only to be stopped by Twilight.

"Sunset, where are you going?" she asked.

"I need to tell Fury Swipes about this," Sunset replied, hastily. "He's going to want to know about this."

"I'll come with you."

Not wanting to pick an argument with a princess, Sunset allowed Twilight to follow her into Fury Swipes' office.

"At this rate, it's going to be squish city in here," remarked Peter, taking note of how many people were in Fury's small office.

"Fury, the guardians have awakened and I think them being attacked in space and your encounter with the wind demon might have a purpose."

…

Meanwhile, back in Canterlot, Cadence brought Tempest and Grubber into Celestia's quarters where they saw Celestia sitting on the edge of her bed, looking at a picture in her aura. Even though it was against her better judgment, Cadence felt that she needed to inform her aunt about the 20 dead Pegasus fighting Arabus.

"Aunt Celestia?" asked Cadence. "I know you're upset, but I need to tell you about something…what is that?"

"This is Cosmos," she answered, showing Cadence, Tempest and Grubber a picture of her, Luna and a red alicorn pony slightly older than Celestia. "My brother and your uncle."

Cadence's eyes widened with shock and disbelief at what had just been said.

"What?!"

"Are we missing something here?" wondered Tempest, looking confusingly at the situation along with Grubber.

…

At the same time in the cave on the battlefield where the 20 dead Pegasus laid, Rainbow Dash, her pillar equivalent and her fellow Wonderbolts were left wondering what was to become of them when suddenly, a loud cry interrupted their train of thoughts.

"Hey, is anyone in here?" called a voice and Rainbow Dash listened for the source of the noise, which was coming from the cave's entrance. "We need help! Please!"

"Wait here," she said to her fellow Pegasi and flew over to the cave's entrance. Upon approaching the entrance, she saw two figures dressed in torn business suits leaning on each other.

"Got any room for two Avengers, Rainbow?" Wade asked Rainbow as he tried to help Scott walk on one foot. "My pal, Scott here, is hurt."

All Rainbow could do was allow two more to wait with her, Flash, Spitfire and Soarin in the cave and at that point, one could only wonder if they were to ever be rescued…

Chapter 16: "Mystery of Prince Cosmos"

"Your brother?" Tempest remarked as she absorbed what had just been said to her. "What about your brother?"

"1,000 years ago," replied Luna, looking over at Tempest as she produced a picture of when she and Celestia were younger, reliving moments they had with the red alicorn. "Prince Cosmos, our brother, had a purpose to provide the balance between the day and the night. It was his responsibility to make sure that there was both the dawn of the morning and the twilight of the night."

"Essentially," interrupted Grubber. "He basically helped you lower the sun and the moon down carefully."

"Yes, hedgehog," continued Luna as the pictures became more focused on Cosmos becoming corrupted with evil. "But, he had become jealous of us and we did our best to reason with him, convince Cosmos that he was just as important as us, but he couldn't listen and eventually became a threat to Equestria."

At that moment, Celestia took her eyes off the picture and looked back at Tempest.

"We had a decision to make," sighed Celestia, sadly getting to her feet. "To either banish him to the sun or let him remain and usurp our thrones. Of course, we had no choice but to banish him to the sun. But, we couldn't do it alone so Starswirl had to help us."

Tempest watched as the red alicorn was blasted to the sun by a combination of Celestia's, Luna's and Starswirl's magic blasts. The exploding blast caused Tempest to look away briefly as the screen disappeared from Luna's view.

"I can't believe Uncle Cosmos would do such a thing!" gasped Cadence, shocked and dismayed by what she, too, saw. "Aunt Celestia, Aunt Luna, why tell me this now?"

"Because we felt that the time wasn't right, Cadence," replied Celestia, walking over towards her bedroom window and looked out at the ever darkening skies. "However, with Grogar's return and our enemies banding together, there is no doubt in our minds that Cosmos will return."

As Tempest listened, she began to have flashbacks of when she had her confrontational reunion with her sister, Razzle Fizzle. In fact, she could still remember every single word that was spoken between the two of them.

"I, for one, know firsthand what its like to be in conflict with a sibling," sighed Tempest, walking over to Celestia's side, placing a hoof on her shoulder for support. "You know that, right?"

"Yes, Fizzlepop. I do remember it. But, Cosmos and we have deeper wounds than you and your sister. If he ever returns from his prison, we'll be seeing the same pony that we sent to the sun 1,000 years ago."

"If there is anything I can do to help…" offered Tempest, only for Cadence to interrupt her sentence.

"Sorry, Tempest," sighed Cadence, looking over at her aunts. "But, we have more important matters to deal with. 20 pegasi are dead from the encounter with the wind demon, Arabus."

"Dammit!" whispered Luna, absorbing what had just been said to her. "Very well then, the time has come for us to act now. Sister, we need to evacuate Canterlot."

This made Celestia turn away from the window and face her sister, niece and former enemies.

"Then, we must do so at once," said Celestia, quickly pulling herself together of her raw emotions and going over towards her armor that hanged in her closet. "I cannot risk having another repeat of what happened at the Friendship Festival."

"In that case," added Cadence. "I'll have the Crystal Empire evacuated as well. Who knows what these monsters will do if they start attacking our subjects again?"

Suddenly, Celestia grabbed her helmet and removing her tiara, placed it on her head and turned around for them all to see her wearing it, causing gasps to be heard.

…

Meanwhile, Iron Man and War Machine along with the Hulk moved as fast as they could, trying to find the missing Pegasus ponies and their two comrades. The wind and rain from Arabus was making their mission a little difficult.

"Tony, I'm not seeing anything!" Rhody called to Tony.

"Keeping looking, Jim!" Tony called back from inside his armor. "The sooner we find them, the better. HOMER!"

"Yes, Mr. Stark?" asked Tony's Artificial Intelligence. "I must advise you that you are flying in turbulent weather."

"I don't care about that!" grunted Tony as they hit a pocket of severe turbulence. "Can you find any trace of Scott and Wade, as well Rainbow Dash and the Pegasus ponies?"

"According to my last calculations, Mr. Stark, they were last seen in a cave next to an open field of dead Pegasus ponies."

Acting on this advice, Tony and Jim flew towards the field, following HOMER's impending instructions with the Hulk following. Upon arriving at the battlefield, both men could feel themselves developing sickness from seeing the dead lying on the ground.

"Is this the cave, HOMER?" Tony cried as he and Jim landed at the cave's entrance.

"Yes, Mr. Stark."

However, little did they know at that moment, a low growling sound was heard, catching the attention of Jim.

"Tony, we've got a small problem," he remarked.

"What now?"

"Listen!" Jim whispered, as the sounds of low growling continued to be heard. "Do you hear that?"

"Is that your stomach?"

"No," Jim replied. "Although I feel like I should have picked up the tab at lunch the other day."

"It doesn't matter," Tony said, focusing on what was in front of them. "Right now, we need to find our comrades and get back to base."

At that moment, the growling sounds grew louder and louder and before any of them could react, a three headed creature leapt through the fog and caught them all off guard.

"The hell?!" cried Jim, as they all looked at the creature, which was comprised of a Saber-toothed tiger's head and front legs, a goat's head and hind legs, and a snake's head for a tail. "Tell me I'm not back to studying Greek history! What do we do Tony?"

"We've got to get into the cave, that's what we need to do!" answered Tony. "We've got no time to deal with creatures from ancient Greece!"

Just then, a portal formed from out of nowhere and Dr. Strange stepped out of it.

"Okay, where have you been, Strange?" asked Tony. "We could sure use your help right about now."

"Looking at the future," answered Dr. Strange. "You three hold him off, I'll get the injured."

No sooner did he say that did the chimera let out a loud roar and leapt right at the three Avengers.

…

From inside the cave, Rainbow Dash heard the creature's roars and realized that there was danger right in front of them.

"Crash, what is it?" asked Spitfire.

"I don't know, but I'm going to find out."

Before Rainbow Dash could make a move, Dr. Strange entered the cave and landed in front of Rainbow Dash, stopping her in her tracks.

"The only place your going to is safety," said Dr. Strange. "Iron Man, War Machine and Hulk are buying us some time. We must go, now!"

"No way, magic boy," cried Rainbow Dash, her adrenaline kicking in. "They need our help and I'm going to help them!"

Before Dr. Strange could protest this, Rainbow cruised past him as fast as she could. With very little choice, he turned his attention to Scott, Wade and the injured Pegasus ponies.

"We need to go!" he called, using his magnetic powers to pull Spitfire, Soarin, Lang, Wilson and Flash Magnus through the portal, dragging them back to safety.

…

Meanwhile, Rainbow Dash charged as fast as she could towards the growing conflict between the Chimera, Iron Man, War Machine and the Hulk. Try as they might, the three Avengers could not slow down the fast moving beast.

"Rhody," cried Tony as the Chimera leapt on top of him. "You've got any idea how to tame this kitty?"

"This is why I never liked cats," Rhody muttered as he tried to get back onto his feet, only to be knocked back down by the Chimera's snake tail. "Hulk, can you help him?"

Loudly roaring, Hulk reached down and grabbed the chimera, pulling it off of Tony and throwing it back onto the ground. However, the Chimera rebounded and proceeded to push the Hulk back down on its back. Seeing that the Hulk was in trouble, Rainbow let out a loud cry as she kicked the beast with a strong kick to the side.

"Come on, kitty cat!" Rainbow yelled. "You want to play dirty? Let's play dirty!"

Snarling, the Chimera attempted to swipe at Rainbow Dash, but the Element of Loyalty was too quick for it to strike. Finally, Rainbow managed to lure the beast towards the edge of a rushing waterfall. Seizing a chance, the Chimera leapt at Rainbow Dash, only to be knocked back down by the Hulk. Seizing another opportunity, Rainbow punched the Chimera with a front left forehoof, causing it to lose some of its teeth.

At that moment, both Iron Man and War Machine got to their feet and joined them on the battlefield, firing their weapons at the Chimera, striking it in the face and causing it to bleed.

"Bad kitty!" cried Tony. "HOMER, activate Hydro Armor! I'm giving this kitty a bath."

Activating his hydro armor, Tony flew towards the chimera and pushed it into the river, which lead towards a waterfall. But, Tony's actions were too little too late as the chimera also grabbed Rainbow Dash as well, sending her into the water as well.

"HELP!" cried Rainbow Dash.

"Oh, crap!" yelled Tony as he followed Rainbow Dash down the river. Rainbow tried to escape, but the current was too strong. "Rhody, come on!"

Jim heeded his friends' call and took to the air, but just as got airborne, he suddenly felt a tremor of fear consume him.

"No, not again," he whimpered, trembling. "This…this is Joey all over again!"

"Rhody!" Tony yelled. "What's wrong with you? Get over here!"

"Tony…I…" Jim started to say, but Tony couldn't wait for him to act. He needed to save Rainbow Dash now.

Judging his moments, he leapt down towards Rainbow Dash and activating his Hydro armor, leapt down and pulled Rainbow Dash out of the water just as the Chimera fell over the falls to its death below.

"Thanks!" gasped Rainbow Dash, grateful to be all right. However, the same couldn't be said for Jim as Iron Man flew in front of him.

"Rhody, what's the matter with you?" Tony asked, crossly. "When I ask you for help, you give it to me! I'll have you know that this mare could have died!"

"Tony, sorry I…"

"Come on, not this again. When are you going to get over…?"

"What's going on?" wondered Rainbow Dash as the Hulk looked up while turning himself back into Bruce.

Sighing heavily, Tony motioned for them all to return to S.M.I.L.E. to regroup as Equestria was now evacuating all of the innocent out of harm's way…

Chapter 17: "Corrupted Elements"

With Iron Man, War Machine and the Hulk returning to S.M.I.L.E. headquarters, back in Tambeleon, the rest of Grogar's minions were left wondering just what exactly was happening with an important piece of detail that Grogar was keeping from them.

"What is it that you wish to tell us, Grogar?" demanded Chrysalis. "Are you saying that you are working for somepony?"

"Not working for somepony, but rather helping him out, Queen Chrysalis," Grogar explained as he stepped off his throne, walking over towards the ex-Changeling Queen. "You see, I've gathered you all here for a purpose. 1,000 years ago, your predecessors each had a role. A role that requires total and complete dedication to the final solution of Equestria."

"And what exactly is this role?" asked Lavan. "And what does that have to do with the creature that came before me?"

"Your father or rather, the creatures who predeceased you all, was all part of a group, a group meant to eliminate the rulers of Equestria and redesign it according to our will. A group that is known as 'The Circle of Death.'"

At that moment, Grogar rang his bell and out came a table similar to the friendship map, but all black as night. The group of villains stepped around the map and eyeballed it carefully.

"Do you see this?" Grogar asked, beckoning for the villains to look down at the map. "This is the map of Equestria, a land that will one day be ours to share."

"Share?" asked Sombra. "Why would I want to share? All I want is the Crystal Empire."

"And you'll get the Crystal Empire as your share, Sombra," laughed Grogar. "For you see, the Circle of death was founded by an alicorn pony whose bitter jealousy for his sisters led him to betray his trust to them and seek out the Elements of Harmony, which is right here."

Grogar then pointed towards the location of the tree of harmony, where the most powerful weapons in Equestria were located.

"I'll have you know that I tried to obtain the elements of harmony to seek out my revenge against Starlight Glimmer," remarked Chrysalis, snarling slightly at reliving this painful memory. "But, I was betrayed by my created servants."

"However," replied Grogar. "Were you to notice that the Elements were…corrupted in some way?"

Chrysalis' eyes widened in shock upon hearing this.

"What do you mean, corrupted? All I remember seeing was the tree suck all of the life out of my creations and turn them into pieces of wood."

"Wood?" wondered Tirek. "I'll have you know, your majesty, that I can't stand trees."

"Why would you not stand trees, Tirek?" asked Titanium.

"I have my reasons."

Clearing his throat, Grogar resumed to the task at hand.

"Now then, Chrysalis, answer my question," he asked again, looking right at her intently. "Did you or did you not…see the Elements become corrupted?"

"No," she whispered and Grogar, annoyed by her incompetence, took a goblet that sat on his throne and using the magic from his bell, threw at Chrysalis, who ducked out of the goblet's range.

"Foolish bug!" he suddenly sneered. "You didn't see the Elements become corrupted? Don't you all see? If the Elements are corrupted, that means that they are ripe for the picking. They won't respond right away to the bearers themselves. You could have taken them when you had the chance!"

"My mind was consumed with anger, Grogar!" protested Chrysalis, trying to defend her actions.

"That is no excuse, Chrysalis! And you call yourself Queen of the Changelings?"

Humiliated, Chrysalis nervously attempted to back away from the map and leave the throne room. However, Grogar refused to let her go, motioning for two donkeys to stop her.

"And don't even think about trying to leave this meeting," he added, stamping his foot down. "You are as much a part of this as your fellow villains."

With no other choice, Chrysalis was forced back to the table.

"In any case, we must prepare ourselves to obtain the Elements," Grogar said, firmly. "I want you to gather all of the minions that you all have and bring them to Equestria. We will obtain the Elements and with their power in our grasp, we can bring in slaves that we will use to bring Tambeleon to its former glory. For when all is said and done, Tambeleon will serve as the new capital of Equestria while Canterlot is reduced to nothing more than a pile of rubble."

Consumed with determination, Grogar laughed wildly and evilly catching the attention of the rest of the villains except for Chrysalis and Lavan.

"How dare he bring me down like that?" Chrysalis asked, feeling very insulted. "I am a Queen! He should show me some respect."

"I still don't like the idea of him bringing my enemies to fight alongside us," added Lavan. "Squirk and Arabus are nothing but thorns in my side and I won't stand for it."

…

Back at S.M.I.L.E. headquarters, Tony, Jim, Bruce and Rainbow Dash returned following their encounter with the Chimera.

"Tony!" Julia cried, running over to hug her boyfriend at the building's entrance. "Thank goodness you're all right!"

"Well, we're safe that's for sure," Tony remarked, quickly looking over towards Jim, taking off his War Machine helmet. "But, what was with the PTSD, Rhody? Don't you see Rainbow Dash here could have died?"

"Tony, I…I don't want to…"

"Why can't you just forgive yourself after what happened to your brother?"

"Because I can't, Tony! All right? I just can't! Every time I go near water, I panic! Don't you have moments where you panic yourself?"

"Yeah, but I try not to let it get to me," Tony retorted firmly, before realizing he was being too hard on his fellow Avenger. "Look, Rhodes, I'm sorry if I sounded harsh just now, but you have to face your fears eventually."

"What's going on here?" wondered Rainbow Dash, totally oblivious to what was going on in front of her.

Just then, a voice called for Rainbow Dash to come to the medical ward for treatment to her wounds, which were minor.

"Look, Rhody," suggested Julia, putting a hand on his shoulder. "We've all had a long day. Why don't you just take some relaxers and lie down for a bit? Think about defeating the Chimera or whatever that creature is."

"Whatever you say, Chuckles."

Sighing heavily, Tony and Julia watched as Rhody walked into the building.

…

"Julia, I can't understand it," Tony said as they got ready for bed that night at Twilight's castle. "Jim still can't get over the fact that what happened to his brother was an accident. And I'm sorry for sounding harsh, but I don't want his emotions to compromise this mission."

"We are all going to have our emotions get the better of us," advised Julia as she slid off her suit jacket and unbuttoned her white long-sleeved blouse. "Just get some sleep and we'll be nice and fresh in the morning."

"Easy for you to say," Tony yawned as he climbed into bed. "Remind me when it's morning, all right?"

Rolling her eyes, Julia finished undressing and soon was fast asleep beside her boss and the love of her life.

…

However, not all of Equestria was asleep as Luna prepared to assume her duties of the night, amidst the talk of evacuating due to the pending threat. In fact, with the revelation about her brother, Luna was more uneasy than normal. But, before she could assume her duties, she noticed the Wakanda Embassy's flag being lowered. Flying down, she went to investigate.

"What is going on?" she wondered as she saw Mufasa and his wife preparing to leave. "Mr. Ambassador, why are you…?"

"We are returning to Wakanda where we will be safe," he answered. "Your sister sent out an evacuation order tonight, remember?"

"But, not till tomorrow morning!"

"Furthermore, we have been ordered to return by our king."

At that moment, Luna turned and looked up towards the top of the Embassy and saw a figure dressed in black, looking out towards the skies above Equestria.

"Who is that?"

"That is our king making sure that we heed his order and leave before the invaders come," answered Mufasa as he and his wife left along with their staff. "And don't be alarmed, Wakanda is sending her troops here to Equestria to help you fight."

Luna was unconvinced and began to get the sense that there was more to Wakanda closing their embassy than met the eye. While Wakanda's embassy was closing, the other embassies remained open.

The only way to get that answer was to talk to the Black Panther…

Chapter 18: "Luna and the Black Panther"

Knowing that there was a reason for the Wakanda Embassy to close in Canterlot, Luna flew up to the top of the building where the figure known as the Black Panther was standing.

"Are you the one responsible for ordering the evacuation of the Wakanda embassy?" Luna asked, firmly, getting the figure's attention, who merely nodded yes in reply. "If you are, then you must know that my sister's order doesn't go into effect until tomorrow morning."

As she spoke, Luna couldn't help but feel somewhat intimidated by the Black Panther's presence. This was a figure that had claws and a helmet that showcase its fighting prowess.

"What makes you think I was going to wait until the rising of the sun?" the Black Panther asked. "Do you think I was going to wait until the enemy comes and attacks my people here? I will have you know, Princess Luna, I am doing what any sensible leader would have done."

"Are you saying that what we are doing is wrong?"

But, rather than give the answer Luna demanded. The Black Panther pulled in his claws and removed his helmet revealing that it was none other than T'Challa underneath.

"King T'Challa," gasped Luna, remembering him from earlier in the day. "You left the meeting early this morning."

"I did, Princess Luna, because I wanted to try and prepare myself and my people for what was to come," explained T'Challa, as he and Luna watched the evacuation of the Wakanda Embassy.

"The Black Panther has protected Wakanda and its way of life for generations, but I feel it won't be enough to protect its people from this growing threat. But, I want to apologize for being so rude."

"No," sighed Luna, understanding what T'Challa needed to do. "You weren't rude at all, your highness. In fact, you're right about one thing and that is to protect your subjects. To be honest, we are more than grateful to have the Avengers here to help us fight the Nine Circles."

Just then, they looked down and saw Tempest Shadow and Grubber also aiding in the evacuation.

"I thought they returned to Twilight Sparkle's castle," remarked Luna.

"They must have come on their own free will," said T'Challa. "For that, I am grateful to them, whatever their names are again."

"Fizzlepop Berrytwist and Grubber, two former servants of the deceased Storm King."

…

Down below, Tempest and Grubber continued to aide in the evacuation, helping to collect all of the furniture that was inside the building.

Just then, another pony came forward and saw what was happening. She was an older looking pinkish unicorn pony with a flowing grayish mane and a tall horn. However, upon approaching the scene, she gasped as she saw a flower vase about to fall over. Fortunately, she was able to recover the vase and prevent it from breaking into pieces.

"Oh, thank you," said an embassy employee as the pony placed it on the shelf that it was on. "That was the ambassador's favorite."

"Well, I didn't want such a beautiful plant to be destroyed," chuckled the unicorn, speaking in a older female's voice. "Where are you all going?"

"Back to Wakanda, by order of our king."

"Who is your king of Wakanda?"

From up above, Luna recognized the pony.

"It's one of the pillars," she gasped, flying down towards the pony with T'Challa not far behind. "Mistmane."

"Ah, Princess Luna," chuckled the pillar of beauty, bowing to Luna out of respect. "I just happened to be in the neighborhood and I heard about what is going on around here."

"You've come none too soon, Mistmane," sighed Luna. "Equestria is being threatened by a group of its enemies called the Nine Circles of Death and…my brother is the leader of them."

"The Prince?" gasped Mistmane with Luna nodding sadly in reply. "What has happened to him?"

"It is a long story, but you must be brought to safety."

"Why?"

"Canterlot is being evacuated tomorrow," explained Tempest, hauling several valuable Wakanda items in a cart. "Afterwards it won't be safe here."

"Starswirl told me about you, Tempest Shadow," remarked Mistmane, pointing at her. "You saved his life from those savage donkeys of Emperor Grogar's."

"We just happened to be in the right place at the right time," added Grubber, carrying several stacks of papers in his claws. "You would have done the same."

At that moment, Luna looked to the sky and felt a sense that she needed to be in a dream. Bidding goodbye, she activated her magic and went into the dream realm, trying to find the source of the nightmare.

"Joey! Joey, hang on!" called a young boy's voice and she saw the young boy trying to save another young boy from a fast moving river of water. But, he was unable to hold on and went beneath the water, drowning. The young boy then transformed before Luna's eyes into Jim. "No, no! Joey!"

Collapsing, Jim broke down crying as Luna floated down to his side, draping a wing over him.

"Joey," Jim whispered. "Joey…"

"What seems to be the matter, War Machine?"

"It's…it's just plain Jim, Princess Luna," Jim replied, removing his hands from his face. "It's…it's just this nightmare I've had since my brother died."

Activating her magic, Luna transported herself and Jim to her dream sanctuary which she had called her dream home since defeating the Tantabus.

"What about your brother?"

"Well, he died because we both let our curiosity get the best of us. How else were we supposed to know about the river being so fast-moving?"

"How long have you had these nightmares, Jim?"

"Since the day we buried him, Princess Luna," Jim replied, looking back at her. "Ever since then, I've developed a fear of the water because I fear I might end up just like my brother."

It was then that Luna began to wonder if something had recently happened in Equestria that made Jim have this nightmare.

"Did something happen today that made you have this nightmare again?" Luna wondered, draping her right wing over Jim.

"Well, today we were attacked by some crazy wind monster and two of our group were knocked off their chariots. So, Tony, Bruce and I went after them along with a few ponies who were injured fighting that wind dude. Just as we were about to rescue them, we were attacked by a Chimera and that blue flying pony, Rainbow Dash, tried to help us fight it and as a result, ended up in the water with the Chimera. I went to help, but just as I got to the water…I just froze."

"Indeed," remarked Luna, taking in what Jim had said. "And that was when the memories of your brother came rushing back to you, wasn't it?"

"Yeah."

"Jim, I can understand your anxiety and your fears about losing your kin. I know for a fact if something were to happen to my sister, I couldn't live with myself. But, you can't let your fear dictate how you are going to participate in the battle ahead. Your team needs you, Jim and Equestria needs you. We're going to get through this together. All of us."

Jim was a little reassured by Luna's words, but he still felt the fear of losing his brother dancing around inside of him.

…

Back at S.M.I.L.E. headquarters, both Sunset and Twilight had finished interviewing the Guardians of the Galaxy and were now preparing to head back to Twilight's castle. However, before they would leave, they came across Flash Magnus being wheeled out of the operating room and into the medical ward.

"Flash Magnus?" wondered Twilight, racing over to the window to see Rainbow Dash's pillar equivalent being helped into a bed. "Starswirl, what's going on?"

"Flash was among the injured fighting the wind monster," he explained, walking over to Twilight. "In fact, several Pegasus ponies were among the injured."

Twilight looked out and saw Spitfire, Soarin also laid up with their injuries, joining the Guardians of the Galaxy in the ward.

"Fury had considered moving them to a hospital in Canterlot, but Princess Celestia and Princess Luna made the decision to evacuate the city in the morning."

"So, now what?"

"I'm not sure, but either way, we're all stuck here."

"But, at least you're on the mend," remarked Sunset, pointing out how Starswirl was healing nicely following his injuries at the hooves of Grogar's donkeys.

"For how long, though," replied Starswirl, who then looked towards his horn, charging it up. "Is the question."

…

A few hours later, Celestia raised the sun and that was the signal for Equestria to begin its evacuation procedures…

Chapter 20: "We're Going to Fight This!"

While the mass evacuations were taking place, Tony's faction of the Avengers were in the castle of friendship having breakfast the following morning. Of course, as they all sat down, the only Avenger who was not exactly in the highest of spirits was Jim.

"Tony," he asked, trying to drink a morning cup of coffee. "Sorry if I wasn't myself yesterday. Trust me, I wasn't intending on having anyone be killed."

"Well, that's the understatement of the year," he remarked, sitting down next to him. "Look, I'm sorry you're still dealing with your brother's death, but you can't let it get in the way of your duties as an Avenger."

"We've all suffered a form of loss at least once in our lives," added Natasha, joining them at the table. "But, the fact of the matter of is we all have a duty and we have to have a clear point of view."

"For Christ's sake, guys!" Jim cried, slamming his hands on the table. "Can't you see that losing my brother was the worst thing that had ever happened to me? Why do you think I struggle being War Machine let alone being around water when I am War Machine?"

"Look, it's not your fault, Jim," consoled Julia, placing her hand on his, causing him to direct his attention towards her. "We've all suffered loss at least once in our lives and it hasn't been easy for any of us."

All Jim could do was give his friend and Chief Operating Officer a somewhat awkward look on his face. He then began to think back to what Luna had said to him the night before.

"Jim, I can understand your anxiety and your fears about losing your kin. I know for a fact if something were to happen to my sister, I couldn't live with myself. But, you can't let your fear dictate how you are going to participate in the battle ahead. Your team needs you, Jim and Equestria needs you. We're going to get through this together. All of us."

"I…I guess you're all right about that," he sighed, feeling slightly embarrassed for his sudden outburst. "Sorry, I didn't get a lot of sleep last night just thinking about it."

…

At that moment, the doors to the dining room opened and Twilight along with her former pupil, Starlight Glimmer and the rest of her friends and element bearers came into the room. She had returned from S.M.I.L.E. headquarters late in the night and was still exhausted from a lack of sleep. But, she had been through worse.

"Well, the evacuations are going on very nicely for the most part," sighed Twilight, sitting down at the dining table next to Tony. "But, for some odd reason, not everypony is abiding by them."

"All my animals are heeding the order," remarked Fluttershy. "I told them to follow the ponies to the underground bunker."

"My family's doing the same thing, even Tom," added Pinkie.

"Who?" asked Julia.

"My sister's giant boulder. Uh, he belongs to Limestone Pie."

…

Just then, Peter came in, dressed in his homemade Spider Man suit, and sat down at the table.

"Hey guys, did you hear the news?" he asked, yawning loudly.

"What news, Parker?" asked Tony.

"About Equestria being totally evacuated. Canterlot, Ponyville, Manehattan, all of it. How many ponies do you think can fit in that bunker? Seems like something out of World War II or something?"

"We've heard the news," remarked Rarity, drinking a cup of tea. "In fact, I've actually been working on getting my outfits stored in the basement of my boutique and I've asked Sassy Saddles and my assistants to do the same in Canterlot and Manehattan. They're heeding the warning, so that is one less thing to worry about."

As they discussed, the only pony who hadn't spoken was Applejack, who merely looked down at her breakfast of pancakes. Twilight was quick to take notice of it.

"Hey Applejack," she remarked, looking over at the element bearer of honesty. "Is everything all right?"

"Well sugarcube…" she sighed. "Yes and no. Yes, we have heeded the order. But no, because my family is refusing to leave."

"Why?" asked Pinkie Pie, suddenly rising from her seat. "My family is getting out and they are so protective of their property."

"They won't leave because if they are going to die," answered Applejack. "They are going to die on their farm. Everypony has committed to staying: Big Mac, Granny Smith, Applebloom and Grand Pear. In fact, even Scootaloo and Sweetie Belle have also said that they are staying to fight."

Both Rarity and Rainbow Dash were shocked by this news.

"Are they nuts?!" cried Rainbow Dash as she turned to give Rarity a shocked glance on her face. "They can't be serious!"

"They are serious," said Applejack, firmly. "And they also said that you can't argue with them because their minds are made up."

"I…I can't believe Sweetie Belle…" gasped Rarity, trying to process what had been said. "Are…are you certain I can't…?"

"Nope, they are staying put and they are going to fight."

Distraught by her sister's decision, Rarity just sat at the table and sulked.

…

Just then, Spike came into the dining hall with several scrolls for Twilight to briefly read.

"What are those, Spike?" asked Twilight, rising from her seat.

"A couple of scrolls from the Princesses," the baby dragon answered, handing them to Twilight and Tony. "They say that Ember, Thorax and the other leaders are opening their borders to evacuees."

"But, I thought that dragons…"

"Let's just say I had to give Ember a little persuading," Spike interrupted.

"What about the Hippogriffs?" wondered Pinkie Pie. "Aren't they…?"

"Speaking of the Hippogriffs," Twilight interrupted, holding her hoof at Pinkie's face, silencing her. "They have been reporting of a strange creature that has been floating around near Seaquestria."

This made Thor, who had been silent for a good portion of the breakfast to rise to his feet.

"Did you say 'strange creature'"? he asked.

"Yes," said Twilight. "Was this the same creature that might have attacked you, Thor?"

"Yes." Thor answered, with determination in his voice. "I am certain that it is."

Realizing that a skirmish was intimate, Twilight motioned for Tony to get himself and his team ready for battle.

"We aren't taking any chances, team," he said. "Suit up! We're going to…where is it that we are heading to, Twilight?"

"Mount Aris."

"Mount Aris!"

So, Twilight and her friends watched while the Avengers left the dining hall, all except for Jim, who seemed very nervous and once again thinking about the death of his younger brother.

"Are you going to join them?" Twilight wondered.

This made Jim snap out of his deep thoughts.

"Yes, yes, I am," he stammered, quickly picking up speed to join the rest of the Avengers. "Thanks for the reminder."

"He seems troubled," remarked Fluttershy. "What do you think is wrong with him?"

"Luna told me about him," replied Twilight. "Apparently, he lost his brother when he was younger. Now, he has a fear of going near water. Do you all think he should stay behind and help out with the evacuations?"

"It's up to him, Twi," said Applejack.

…

While Tony's faction of the Avengers were preparing to head to Mount Aris, back at S.M.I.L.E. headquarters, the Guardians of the Galaxy were still recovering from their injuries while Mage and the medical technicians did what they could to get them better as quickly as possible.

"Hey, uh, Mage," called Rocket Raccoon. "Do you think I can get up and stretch my legs? Could use it."

"How do you think you feel?" asked the pillar.

"I think I feel like I kick some butt," cried Rocket, who then noticed his green skinned comrade still in a coma. "But, uh, what about Gamora?"

"Oh, she's going to be in a medically induced coma for another day," sighed Mage, wiping her forehead with a rag. "Apparently, her injuries were more significant than we all thought."

"Gamora…Gamora…" Star Lord whispered, as he tried to reach his lover's hand with a small tear tricking down his face.

"We're doing all we can, honey," sighed Mage, walking over to him. "I promise you, we're going to get her well."

Realizing there was nothing he could do, Star Lord merely put his head on the pillow and waited longer for any developments on his lover.

"Poor Quill," sighed a bluish-hulking creature as he turned his attention over to Mantis. "He must really love her, doesn't he?"

"Of course he does, Drax," she replied, looking back at him. "That crash must have really knocked her cold. And who knows if any one of us might end up like her?"

That question would soon be answered in time as the sea creature that attacked Thor and his friends neared the kingdom of Seaquestria and Mount Aris…

Chapter 21: "Attack on Seaquestria"

Moving out as fast as they could, Tony's faction of the Avengers advanced towards the source of the disturbance near the kingdom of Sequestria. Once they arrived, they found nothing was happening. However, they found a platoon of Hippogriffs down at the beach as well as up on the cliffs with spears drawn and pointed right at the water.

"Seems to me like Novo isn't wasting any time," remarked Twilight with Julia sitting on her back. "Tony, we'd better fly down and join them."

"You got it, your highness," replied Tony, flying down to join the Hippogriffs, Twilight, Fluttershy and Applejack on the cliff, while the rest of his crew along with Pinkie Pie, Rarity and Starlight made their way down to the beach. Once they landed on the beach, Tony, Twilight, War Machine and Fluttershy were met by Queen Novo in her hippogriff form.

"Thank you for coming," she said urgently to Twilight, who joined Novo at her side. "We're not taking any chance with the disturbance."

"Has Seaquestria been evacuated?"

"Yes, honey. Everyone that has been evacuated has been evacuated."

Looking down, they saw a group of Seaponies transform into Hippogriffs and head out of the water towards Hippogriffia, the capital of the Hippogriffs.

"Where's Skystar?"

"She's still grounded for defying me, but that's a good thing in these circumstances. The last thing I want is to have my child near that monster that is lurking around down there."

"HOMER," ordered Tony from inside his armor. "Scan the area surrounding Seaquestria. Keep an eye out for any sea creatures that pose a threat."

"Yes, Mr. Stark."

"Who is this metal creature?" wondered Novo, looking over at Tony in his Iron Man armor. "Is he a friend?"

"Yes, he is, Queen Novo," answered Twilight. "In fact, these humans are friends of ours."

"Indeed," Novo remarked, taking a keen look over at Julia, who acknowledged her presence. "We'll get to know each other later once this intruder is dealt with."

…

For several minutes, they all waited for HOMER to complete his report. Finally, they got their answer.

"So it appears, Mr. Stark," said HOMER. "That the creature in question is approximately 25 miles of Seaquestria. A rather disgusting creature when you think about it."

"In what way disgusting, HOMER?"

"The creature has the head of a great white shark and the body of a kraken."

A sickening feeling fell over Tony when he heard what HOMER had described to him.

"Okay," he said to his team over the radio. "So, the creature is really a mix between a Great White Shark and a Kraken."

"Is it like the Kraken from Pirates of the Caribbean?" asked Peter, reporting from down on the beach with Natasha, Thor and the Hulk. "You know, the one who killed Jack Sparrow only to be killed by Davy Jones?"

"Something like that, kid," answered Tony, his voice showing that he wasn't in the mood for pop culture references. "Just be ready to make sure that beast doesn't get on dry land, understood everybody?"

…

Just then, everyone looked to see a red fin peak out from underneath the ocean and all of the Hippogriff forces readied their weapons.

"Ready your weapons!" shouted Novo to her troops. "Do not fire unless we are fired upon, understood?"

"What do you want us to do?" wondered Twilight.

"Honey, just be in reserve unless you are otherwise needed," ordered Novo, giving Twilight a stern, but worrisome glance. "Who knows what damage this monster is going to do."

Suddenly, the fin began turning towards the shore and this was the signal for everyone to get ready for a counterattack. As they got ready, Tony kept a close eye on Jim, who was already starting to shake from fear of the water.

"Come on, Rhody," Tony whispered to himself. "Don't chicken out on me now."

But Jim was already starting to panic from the fear of the water. All he wanted to do was to not go in the water in any way.

"Ready your weapons!" cried Novo to her troops, raising a wing as the creature got closer and closer. "Aim! FIRE!"

Acting on her orders, the platoons on the beach and the cliff fired their spears and harpoons at the creature. No sooner did they fire their weapons did they see a pair of giant tentacles reach out of the water and grab some of the spears, breaking them in half. Twilight aided in the attack by firing several magic blasts from her horn. For several minutes, they kept firing spears at the creature, however it was no use.

"It's not stopping!" shouted Thor over the radio to Tony. "We need to go into the sea and confront it!"

"What do you think, big bird?" asked Tony to Novo. "Do we get our feet wet?"

Without hesitation, Novo nodded and complied that they could do just that.

"Yes we do, Thor, go now!" Tony shouted and at that moment, the forces on the beach transformed into seaponies and charged towards the creature with Thor leading. At that moment, the creature pulled its head out of the water and let out a loud, thunderous roar revealing its Great White Shark head with razor sharp teeth.

"BOW TO THE GREAT AND POWERFUL SQUIRK!" the creature roared as the seapony forces threw several more spears at Squirk, who quickly grabbed hold of them and deflected them into the water below. Reacting fast, Thor jumped into the air and wielding his hammer attempted to strike Squirk on the head, only to be knocked back. Using his Norse powers, he managed to land on the surface of the water and fire a blast of lightning, striking Squirk at the bottom of his mouth. "YOU'LL PAY FOR THAT!"

"All right, Mr. Stark," Peter asked. "Do we go?"

"Negative, Peter," Tony answered. "He looks to be too much for you! Jim and I will take the point."

"All right, go get them!"

"Come on, Jim! Let's go!" called Tony and reluctantly, Jim took to the air hoping he wouldn't be sent into the water.

Aiding their Norse friend, Iron Man and War Machine aimed their weapons and fired at Squirk, but the creature took notice and attempted to strike at them with it's tentacles while also slamming down Seaponies left and right. Novo watched in horror as her forces were being slammed by the tentacles.

"All right, they're going to need help!" cried Julia, testing out her webbing from her arms. "Maybe we can help from the beach."

"You heard Mr. Stark, Julia," remarked Peter over the radio. "We are to be in reserve."

"I don't care," cried Julia, jumping down to join her comrades on the beach. "We're helping Tony and the others!"

"But, Julia…" protested Tony.

"Zip it, Tony!" snapped Julia, who immediately wasted no time in combating the creature, firing her web slinging at Squirk, trying to get it tangled up in her webbing. Following by her example, Peter also joined in, firing his webbing at Squirk. However, their webbings were ineffective against the creature.

"Might as well wait until he gets closer to shore!" advised Peter to Julia.

"Can we draw him closer?" she asked.

"Let's try it!" cried Starlight, using her magic to try and lure the beast to shore. "He's too strong! Care to give me a hand?"

Again using their webbing, Julia and Peter tried to pull Squirk in with their powers, but the beast was too strong.

"You're impudence is amusing!" Squirk laughed and opening his mouth, fired a blast of black ink. "Take this!"

Quickly activating a shield spell, Starlight managed to protect herself and her friends from the blast. Laughing, Squirk threw his tentacles around knocking down the seaponies and Avengers left and right.

…

"Sire," called a messenger donkey racing into the throne room towards Grogar and his band of fellow villains. "The creature Squirk, he's on the attack towards the Hippogriffs!"

"Indeed," laughed the demonic goat, glancing over towards Lavan. "Now is the time for him to demonstrate his power to us."

"Hooray," sighed Lavan, uninterestingly not caring for this news.

"All right, my friends," said Grogar, activating his viewing globe and motioning for his comrades to come over. "Let us watch and see how the terror of the sea can prove to be a valued asset to our team."

So, they all watched, except for Chrysalis and Lavan, Squirk carry out his attack on Seaquestria and soon, another member of the Nine Circles of Death would soon be instated…

Chapter 22: "By Air or Sea"

"What the hell is going on out here?" Fury Swipes cried as he dashed into the command center of S.M.I.L.E. headquarters to see many of his agents gazing up at the giant screen and watching the battle between the Hippogriffs, Avengers and Squirk, the sea monster. "Why is everyone standing around for?"

"It's that monster from the sea," replied an agent, pointing for Fury to look at the screen. "Seems like its trying to get to Seaquestria."

At that moment, Sunset Shimmer dashed into the command center also wondering what was going. The former protégé of Princess Celestia was stunned by what she saw as Twilight fired a blast of magic from her horn, striking the beast in the side of the face.

"Is that Squirk?" she cried with Starswirl, Rockhoof and Mage rushing in. "The sea beast?"

"So, you know who that is" asked Fury, turning around sharply at Sunset. "Okay, then how do you figure out how to stop it?"

"Don't give her a hard time," barked Starswirl, his horn glaring to keep Fury away. "It's clear to me that we need to help our friends."

At that moment, another agent called out with urgent news.

"We just got this report," he cried out to Fury, handing him a notice. "The wind demon is on the move, about 30 miles outside of Canterlot."

"The Pegasus forces are going to have to face it again," sighed Fury, handing the paper back to the agent. "I don't know how many are going to stand up to this guy again."

"They won't have to, because we'll take care of things from here," called a voice and everyone turned to see Peter Quill, Rocket, Mantis and Drax out of the ward and staring at the gathered group, their weapons in hand. "It doesn't matter if we are hurt, we need to stop whatever this creature is."

The Guardians were soon joined by the tree creature much to Sunset's amazement.

"I am Groot," the creature said, flexing out the long roots from its arms. But, Fury wasn't impressed.

"Out of the question," he ordered. "You all are still hurt from the accident."

"And I say that if we wish to help, we will help," retorted Star Lord, looking at Fury right in the face.

"And I say if you are still hurt, you are still hurt."

Before the two could come to blows, a portal appeared and Dr. Strange stepped out of it.

"They have to go," he said.

"Says who?"

"The future," answered Dr. Strange, firmly.

Grunting in frustration, Fury reluctantly allowed the Guardians to go, except for Gamora, who was still in her coma.

"Fine!" he snapped. "But if you end up dying, then my hands are clean of your deaths."

With three of the pillars and Sunset in tow, Dr. Strange and the Guardians went to take on the wind demon.

…

Inside the Medical ward, Spitfire and Soarin were overhearing what was going on.

"Are they nuts?" Spitfire cried. "That wind monster is going to tear them apart."

"It can't be as worse as what we went through," remarked Soarin, taking note of the bruises and injuries all over his body. "Either way, we can't help them because we are stuck here all bandaged up. How many of our forces could still take on the demon?"

"I'm not sure," sighed Spitfire, powerless to think of a way to help stop Arabus. "I'm just not sure."

"That's easy for you to say," remarked a voice and the two Pegasi turned to see Scott Lang with his leg stretched out on a sling. "I can't even walk let alone fight. Bet my daughter is going to be disappointed to hear that her daddy lost on a broken leg."

Spitfire could sense some sympathy within Scott for she was a daughter herself.

"You're a dad?" she asked, causing Scott to turn and look at her with sympathy. "How old is she?"

"6."

"That's a fun age," she chuckled. "I can remember when I was 6. Those certainly were the best years of my life. My mom certain raised me well."

"You're lucky," remarked Scott, chuckling slightly. "Let's just say my life wasn't exactly peachy keen either. When you're in and out of trouble with the law, it almost makes it impossible to live with the one you care about."

"You were a thief?" wondered Soarin'.

"Yeah, it seems that a prison cell has always been a home for me," sighed Scott. "Hell, it's even more of a home to me than my own house in San Francisco. But, I'm trying to pull myself together and turn my life around."

Right away, both Soarin' and Spitfire developed a mutual respect for Scott, knowing how much he wanted to impress his daughter.

…

Back at Mount Aris, the seaponies were starting to take heavy casualties as Squirk continued his onslaught. From atop the cliff, Novo realized that their efforts were becoming futile.

"Seaspray!" she called out to her second-in-command. "We need to retreat!"

Before he could respond, one of Squirk's long tentacles grabbed Seaspray and threw him against the side of the cliff, knocking him out cold. The sea beast then fired several blasts of ink at some of the aerial forces, one of them hitting Iron Man.

"Ugh!" Tony groaned from inside his armor. If I wanted a new paint job for my armor, I would have done it myself!"

Shaking off the ink, Tony charged and fired several missiles at Squirk, hitting him in the chest below his shark head.

"How do you like that?" he laughed as Squirk was hit with another barrage of missiles, this time from War Machine, who was trying to keep his emotions in check.

Seeing War Machine, Squirk roared and leapt right at him. From inside his armor, Jim struggled to stay brave.

"I can't…I can't…" he panted as Squirk fired a blast of ink at War Machine, hitting him.

"RHODY!" screamed Tony as Jim crash landed on the beach, landing on top of several Hippogriffs, wounding them.

"Your pitiful efforts are futile!" Squirk laughed. "Feel me wrath!"

Before he could fire another blast of ink, he suddenly felt himself being hit from behind and he turned to see Sam Wilson flying right towards him, firing lasers from his jet pack.

"It's Falcon!" called Peter, motioning for Julia to look up.

"Leave my comrades alone!" he called and at that moment, Squirk suddenly felt himself rise up out of the water as he looked over to see Wanda Maximoff use her telekinesis to lift him out.

"Time for a long swim," she remarked, tossing Squirk several hundred feet into the distance.

At that moment, Tony looked down to see Steve Rogers and Bucky Barnes running towards them.

"Figured you could use a hand," he said to Twilight.

"Thanks, Steve," gasped Twilight, turning back to Queen Novo. "What do we do now?"

The Queen of the Hippogriffs looked out and saw her dead soldiers floating around in the water as well as the unconscious Seaspray, lying against the cliff where he was thrown at.

"For now," she sighed. "Regroup and collect our dead."

From down on the beach, Julia, Peter and the others ran towards the downed War Machine, who was completely covered in Squirk's ink.

"Jim! Jim!" cried Julia, taking off his helmet as Jim coughed several blots of ink out of his system. "You okay?"

"Yeah…" he coughed. "Whatever you say…Chuckles. Christ, that was scary."

"Jim!" called Tony, flying down to help his friend. "You hurt?"

"I…I don't know what happened," he cried, his eyes widened with fear. "My fear…of the water…it's just too great."

"We'd better get back to Twilight's castle," advised Starlight. "And regroup ourselves."

"You go back," said Thor, activating a spell that caused his hammer to disappear. "I'm going to find my brother and friend."

Without another word, Thor quickly left to go find his missing comrades.

…

While the battle at Mount Aris was over, several groups of citizens in Equestria were coming together for a meeting that included the Apple Family as well as Moondancer and her friends. They had all gathered in Donut Joe's shop in Canterlot.

"We were blindsided last time," said a female voice from inside a black cloak. "We allowed for that monster to come in here and turn our lives upside down. All of us in this room were subjected to be enslaved, caged and chained like common criminals. Well I can tell you right now that all of you and me, the Great and Powerful Trixie, will not stand to being held against our will by a group of monsters!"

And the power removed her cloak to reveal Trixie hidden underneath it, her grayish blue mane ragged and a scar under her left eye.

"I say to you that we must now prepare ourselves to protect our very way of life!" she shouted. "If you are with me, raise your hooves high!"

Without hesitation, everypony in the room raised their hands, pledging with Trixie to form a group of ponies determined to protect their freedom and their way of life from the Nine Circles of Death…

Chapter 23: "Saved by Somnambula"

While their comrade was aiding the Avengers in fighting Squirk, the two Asgardians that survived the attack made by the sea beast opened their eyes to find themselves in a medium sized room.

"Where…where are we?" asked a dark skinned figure weakly looking over towards his light skinned comrade. "Are…are we alive?"

It took a moment for the light skinned figure to try and move his head, but he managed to turn and glance over towards his injured comrade.

"I…I think we are, Heimdall," gasped the figure. "But…the heat in here…it's unbearable."

The light skinned figure tried to move himself out of his bed, but felt a sharp pain in his back and couldn't move.

"Can you move yourself?"

But, the dark skinned figure couldn't move either. Just then, they heard a series of footfalls coming towards their room followed by a knock on the door. Opening the door, a peach colored Pegasus pony clad in Middle Eastern garb came into the room holding what appeared to be healing spices.

"I see you are awake," she remarked in an Egyptian accent, putting the spices on the nightstand. "You should consider yourselves lucky to even be alive after being in the water for so long."

"Who…who are you?" gasped Heimdall.

"I am Somnambula, ruler of this land that is named after me," she explained, putting the herbs on the light skinned figure's back. "It's not very often that there are few that faced the monster of the deep and lived to tell the tale."

The feeling of the spices made the light skinned figure groan slightly.

"How…how did we get here?" asked the light skinned figure.

"A few villagers found you washed on the shores," explained Somnambula, motioning for the light skinned figure to further roll onto his stomach. "What were you even doing here anyway?"

"Answering a call to arms," answered Heimdall weakly, looking over at Somnambula. "We have been summoned…to fight a great threat. Perhaps you know what we are talking about?"

"I do. And I can assure you that we are doing whatever it takes to combat the great threat. But, we cannot do it alone."

"Of course…we can't," gasped the light skinned figure as a pony dressed in a purple gown came into the room followed by a light golden colored pony in a khaki shirt and pith hat. "We must join with my brother…"

"How are the anthropoids here?" asked the pony in the purple gown. "I hope you are both willing to pay up for the accommodations."

But, the gold colored pony legged the pony to quiet her down from speaking any further.

"You'll have to excuse her," chuckled the gold pony walking over towards Heimdall. "She's very tough at time on her guests. I'm AK Yearling, but you can call me Daring Do."

"What a…strange name," remarked Heimdall. "I'm Heimdall, sentry from Asagard."

"And…" added the light skinned figure, groaning while trying to roll back onto his back. "I'm Loki, brother of Thor, king of Asgard. You must help us reunite with him."

"And we will," said Somnambula, giving the two humans some space. "But, you need to recover your strength first. If you are to fight the growing threat, you must be at full strength."

Loki let out another groan as he tried to regain his strength. He knew that he needed to be there for his brother, despite their differences and antagonistic history.

…

Stepping outside of the room, Daring and Somnambula returned to the inn's lobby and tried to figure out just what to do with the two humans.

"They should consider themselves lucky to even be alive," remarked Daring. "We were lucky to find them when we did."

"Yes," replied Somnambula, absorbing what had just been spoken of. "They should be lucky. The attack by the sea creature was only meant to be a warning of a grave threat against Equestria. I am hopeful that we will be able to defeat this threat, but the game must be played out."

"And there is no question that Rainbow Dash and the others are going to be fighting this threat as well," added Daring Do. "By the way, haven't you read the newspapers?"

Daring took a newspaper that had been sitting on the front desk and showed it to Somnambula. The pillar took the paper and read it which showed a headline that talked of a great threat against Equestria that not even the princesses could stop.

"I think its all a bunch of hooey," said the pony in the purple gown, snatching her paper out of Daring Do's hooves. "Just a bunch of unnecessary hype over nothing. First there was that Storm fellow taking over Canterlot and then Equestria's minister of defense turns rogue."

"That's because it's real, Mrs. Trotsworth," retorted Daring Do. "Look at the bottom of the paper."

Daring motioned for the inn's proprietor to look at the bottom of the paper, which showed a message for ponies to take up arms and come to Canterlot.

"Ponies are joining forces to fight this threat," cried Daring Do. "Just because this village wasn't attacked by the Storm King doesn't mean that we are all immune from what happens in Canterlot. Either way, we are all going to be affected."

However, the innkeeper refused to believe everything that was being said.

"Likely story, Ms. Yearling," sneered Mrs. Trotsworth. "Perhaps you have been going out on too many of your adventures lately."

Exasperated, Daring left the in to get some air with Somnambula following behind. Once they got outside, they saw a line of male villagers outside of one of the villages small huts. Curious, they both went over to investigate.

"What is going on here?" asked Somnambula to a random green village pony.

"We are signing up to fight the growing threat against Canterlot," he answered, firmly. "The call is too great to ignore. Our princesses and our kingdom need us."

Just then, they saw a series of carts arriving and the ponies who had signed up to fight were going in them. Somnambula realized that she needed to be with her fellow pillars and Daring Do realized that she needed to be at Rainbow Dash's side.

Either way, the two mares were going to be among those absorbed in the fight ahead.

…

Back in Canterlot, Celestia and Luna watched from the throne room balcony as the mass evacuations for their citizens continued under the supervision of Princess Cadence. Both sisters were aware that there were some that were going to stay and fight for their homeland, even though they were both against any foolish fighters. However, Tempest, Grubber and Mistmane remained with them.

"I really do appreciate you both allowing me to stay here," said Mistmane, walking over to the two sisters.

"You are a pillar," remarked Luna, turning around to look at Mistmane. "We need you to help us fight this threat our brother has made against us. But, we can't let our subjects be placed in his path of destruction, so we're getting them out of here."

Just then, a messenger came into the throne room with a scroll for them to read.

"It's from T'Challa," said the messenger, handing the scroll to the two sisters. "The Wakanda forces should arrive in Equestria by tonight and they will aid you in locking down Canterlot."

"Thank you," sighed Celestia dismissing the messenger. "At least King T'Challa is willing to help us fight, Luna."

"He will do everything he can to help his country's allies, Celestia," remarked Luna. "It's just a shame that not everypony is willing to heed our orders to evacuate."

"After what I did while serving under the Storm King," said Tempest, a hint of remorse in her voice. "I can't really blame them for wanting to bear arms and fight for the defense of Equestria."

"This time, we're on the good guys side," added Grubber, trying to keep his friend's chin up despite the growing circumstances that were against them all.

At that moment, a pair of guardsponies came running into the throne room with looks of terror on their faces.

"Your highnesses!" they cried. "It's the wind demon that killed the 20 Pegasus soldiers! He's on the move heading towards Canterlot!"

Realizing that action needed to be taken, Celestia dashed towards her quarters with Luna following behind, also moving towards her own quarters. A little while later, the two sisters emerged from their respective quarters clad in their battle armors. Tempest and Grubber were amazed at how the sisters looked in their armor.

"Do you want me to help you fight this threat?" asked Tempest.

"No Fizzlepop," answered Celestia. "We need you and Grubber to go to Twilight's castle and see to things on her end."

"Yes, your highness," Tempest replied, bowing to the sisters and with Grubber on her back darted out of the throne room.

Taking to the air, Celestia and Luna were about to join three of the pillars, the Guardians and Dr. Strange in facing off with Arabus and his powerful storms…

Chapter 24: "Waltz with the Wind Demon"

"Nice of them to loan us a craft," said Rocket as he piloted the loaned aircraft towards Arabus' positioning on the map. "What do you think, Beard Boy?"

"It's fascinating," remarked Starswirl who was at the back of the aircraft with Mage and Rockhoof. "But, please refrain from calling me names or I'll turn you into a coonskin cap."

"He's got a point there," advised Drax, sitting in back of Star Lord.

"You don't want to end up as a coonskin cap," chuckled Star Lord. "Davy Crockett had one."

But his chuckle was soon interrupted by another sharp pain in his neck.

"Maybe taking off to go fight wasn't such a good idea."

Rocket then looked back to see Groot once again playing that old video game that drove him nuts, but this time with Sunset looking on.

"Groot, put that game away," he sighed. "It's going to rot your brain."

"I am Groot."

"It's actually a very interesting game," remarked Sunset. "As long as it makes him happy."

Rolling his eyes, Rocket kept his eyes on the sky. Suddenly, they came up towards a large and dark stack of clouds right in there path. Realizing that they were facing Arabus, they ducked down into the clouds and landed on a cliff overlooking the Castle of the Two Sisters. As they landed, they noticed a gray colored Pegasus pony with crossed eyes and set of bubbles for a cutie mark.

"Hey you!" the raccoon called out to the pony. "It's about to storm here! Take cover!"

"Sorry," the mare said innocently, turning around to reveal a camera around her neck. "This storm is so fascinating."

"Go take pictures from somewhere safe!" called Sunset, pointing towards a brush at the edge of the forest. "It's going to get dangerous!"

Although disappointed, the pony did as she was told. Readying their weapons, the Guardians and Dr. Strange then heard a loud roaring sound from up the clouds.

"Is that Arabus?" called Starswirl.

"Yes!" replied Dr. Strange, his eyes locked onto the darkening sky as a pair of red eyes came out and looked down at them. "That is…the wind demon."

Almost as if on cue, Arabus fired a barrage of hailstones on the Guardians, trying to strike them. But, Starswirl acted fast and fired a shield spell to protect himself and everyone else. Roaring, Arabus fired a cold blast from his mouth sending Starswirl flying backwards and deactivating his shield spell. Throwing him against a tree, Arabus kept his assault on the group.

"Take this ya big blowhard!" shouted Rocket, firing several blasts from his laser. However, he was shocked to discover that the blasts went through him. "They went right through!"

"Arabus is made of wind!" cried Starswirl, struggling to get back to his feet. "You must use magic combined with your weapons to tame him!"

"I am Groot!" shouted Groot, firing his roots at Arabus with help from Sunset's magic. For a moment, it seemed like Groot's roots would manage to pull Arabus down, but it was no use. Arabus countered by firing a tornado and spreading Groot's roots from Sunset's magic.

Leaping into the air, Star Lord also tried to combat the beast with help from Dr. Strange, also leaping into the air and firing powerful magic blasts from his hands hitting Arabus in the face.

"Blind him," he whispered to his red cape, breaking off of Dr. Strange and covering Arabus' eyes. "Quill, see if you can disable him!"

Firing a blast of magic from his own hands, Star Lord tried to aim for a weak spot, but Arabus was too quick for him. In response, he pulled Dr. Strange's cape off of his eyes and fired a cold blast of ice at Star Lord, freezing his arm. Screaming in pain, Star Lord crashed hard on the ground, further hurting his injured body. Drax jumped up and tried to throw in his own strength, only to be blown back to the ground and onto Mantis. Arabus then blew a cold wind onto Dr. Strange, sending him crashing down onto Rocket, landing on top of him.

"Fools, do you think you can stand against me?" laughed Arabus, forming a hand and picking up Dr Strange. "You scare me even less than those winged equines."

He then flung Dr. Strange back down to the ground hard on his stomach. The wizard groaned in pain as blood flowed from his nose. Now, Arabus was just about ready for the final kill when all of a sudden, he felt a pair of magic blasts strike him in the weak spot. Roaring, he turned around to see Celestia and Luna charging towards him with spears drawn and their horn glowing with rage.

"Take this, fiend!" snapped Luna, firing a blast of magic from her horn, striking Arabus just below the eye. "Surrender now while you still can!"

"NEVER!" roared Arabus as he flung several falling hailstones onto the royal sisters, but Celestia activated a shield spell to protect her and Luna from the piercing hail. Growling, Celestia took her spear and attempted to stab Arabus with it, but the clouded body prevented it from doing so.

"Celestia," called Starswirl. "Your spears won't work against him!"

Before Starswirl could finish his sentence, Rocket Racoon jumped and fired several more blasts from his gun trying to hit one of Arabus' eyes. But, the blast merely just was hit from a hailstone. Another hailstone struck Rocket and sent him back down onto the ground. Rockhoof also attempted to aide the princesses by throwing one of his hammers, but that too, was deflected by the ever falling hailstones.

Seeing all of the carnage happening around her, Sunset knew she needed to do something.

"If only my friends from the other world were here," she thought to herself as she tried to find a way to help her mentors stop Arabus.

…

Meanwhile, at Canterlot High, Sunset's friends had just completed another day of school when they saw the portal to Equestria acting up.

"Hey, do you guys see that?" remarked Rainbow Dash. "It's the portal to Equestria. It's acting up. You don't think that Sunset…?"

"Principal Celestia did say that Sunset had to be called out by someone named Dr. Banner," answered Twilight Sparkle's human counterpart, Sci-Twi. "I've got a feeling that something is happening in Equestria and we got to help Sunset."

"Are you sure about this?" wondered Fluttershy, her knees shaking to show off her nervous nature. "Our jobs, our lives…"

"Can wait, Fluttershy," interrupted Applejack. "Sunset's in there and we are going to help her. Ready, y'all?"

"YEAH, LET'S GO!" cried Pinkie Pie and without a second thought stepped back from the portal, snorting like a bull and with a loud cry, charged right through the portal. With no other alternative, the rest of the humane six also charged into the portal.

…

Back at Twilight's castle, the sounds of doors knocking loudly were an indication that something was amiss. Dashing down to the doors with Spike right behind her, Twilight flung the doors open to reveal Tempest and Grubber standing right outside.

"Twilight!" gasped Tempest, her breath represented by deep gasping breaths from running so fast. "It's Arabus, he's on the move!"

"The wind monster that attacked us earlier today?" cried Twilight as Tony and Julia stepped into the front hall. "Where is he now?"

"I'm not sure, but they said he is 20 miles outside of Canterlot," answered Grubber. Twilight then looked back to Tony and Julia, realizing that any reinforcements to aid her idol and the Guardians of the Galaxy would be next to impossible as they were still reeling from the attack against Squirk.

"Twilight, what do we do?" asked Spike looking at up at her with worried eyes. "We can't risk anymore injuries."

Before Twilight could answer, Tony and Julia stepped forward.

"We'll go and inspect," he said to Twilight. "And in any case if we can get everyone out, we can do that as well."

Just then, another pair of footfalls came forward and everyone turned to see Steve Rogers, still in his Captain America suit, walking towards him.

"Wait!" he said. "You're going to need backup."

"You can't even fly, Rogers," Tony remarked. "We're going up against a wind monster here."

"So what? We've been through worse together."

Reluctantly, Tony allowed Steve to join him in aiding the fight against Arabus. Everyone watched as Tony re-activated his armor and took to the air while Steve climbed onto Twilight's back and followed.

…

Back in Tambeleon, Grogar and his fellow villains were in the process of searching for Squirk who had been tossed out to see by Scarlet Witch.

"He seems to be hard to find, my emperor," remarked Lieutenant Bray, trying to find any trace of him through the viewing globe. "Perhaps he may have disintegrated upon landing on the water."

"Squirk wouldn't disintergrate you idiot," snapped Grogar. "Keep looking! Because sooner or later, that beast will be among our circles of death."

Finally, they managed to find Squirk, unconscious in an underwater ravine and Grogar laughed evilly to himself upon finding the sea beast…

Chapter 25: "Recruiting the Sea Terror"

"So, there he is," chuckled Grogar, starring at the unconscious Squirk after his battle on Mount Aris. "Another enemy of Equestria to join our alliance."

"And just how do you suppose to bring him here?" huffed Lavan, much to Grogar's irritation. "He's a creature of the sea. Squirk will just shrivel up and die."

Irritated, Grogar sharply turned to confront Lavan.

"I've had just about enough of your intolerance, Lavan!" he snapped, growling at him. "Not another word out of you, understand?"

"Whatever," retorted Lavan, mockingly. "My lava powers are just as strong as his water powers. I mean, who thinks that harmless black ink squirted from his nose is a powerful weapon? Hah!"

Growling quietly, Grogar turned away to refocus on the task at hand as Lavan left the throne room, leaving behind lava footprints that quickly melted the floor. However, while he was developing a sense of hostility towards Lavan, he began to sense the growing respect that was developing between him and Tirek as well as King Sombra.

"Try not to listen to him, my emperor," Tirek advised, throwing an arm around him. "I, for one, think your plan to unite our fellow enemies is a rather…great idea."

"I second the motion," laughed Sombra.

"Well, it seems like you two are the only ones who truly understand me, Tirek," Grogar sighed. "It's been lonely for the past 1,000 years. Tambeleon has suffered enough and I want nothing more than for this to be the capital of Equestria with Prince Cosmo's blessings."

"If he ever returns," remarked Tirek.

"Oh, he will return, my friends," chuckled Grogar as Tirek picked up the chaos gauntlet and put it on his left hand. "Prince Cosmos is a strong fighter, a pony who tried to rule Equestria the way he wanted to but was denied. All that we have to do is to bring a population of new citizens into Tambeleon, a population that we can force to obey all of us as their leaders. But how?"

"You know," Tirek remarked, testing his grip inside the gauntlet. "I think I might be a big help in your quest, Grogar. If you could let me obtain the Elements of Harmony, I might just provide you with the population you require."

Seeing Tirek wear the chaos gauntlet began to give Grogar an idea…an awful idea. Grogar got a wonderful…awful idea.

"I think I like your suggestion, Tirek," chuckled Grogar, admiring him wearing the chaos gauntlet. "In fact, I think you should be the one to go after the Elements of Harmony and bring them back here to me. The chaos gauntlet, after all, was meant to wield the Elements according to the will of who wears it. If you were to obtain the elements, then you could be the one to bring in the population that Tambeleon needs to be reborn. Yes, every single one of us will play their part, but you…will be playing the biggest part of all."

Tirek chuckled evilly at this and knew that Grogar was right. He would be playing the biggest part of all…bringing in the population.

"Now then, my friend," chuckled Grogar, swaying back and forth to ring his bell. "Let's bring Squirk here at once."

Ringing the bell, Grogar chanted an incantation and watching from the viewing globe, saw the knocked-out sea monster become engulfed with dark magic and disappeared from view.

"Now, follow me, Tirek and help me welcome our new comrade."

Stepping outside, Tirek and Grogar watched as a giant underwater tank rose out from underneath the ground and Squirk formed inside the tank. Opening his eyes, Squirk looked around and saw what was happening.

"What is this? Who are you?" he demanded, banging on the side of the tank with his head. "Let me out of here at once!"

"Relax my seaworthy friend," laughed Grogar. "Do you know who I am?"

"I know who you are, you are nothing but a…"

However, before he could go on a further tirade, Squirk suddenly saw Tirek and Sombra and was mesmerized by their presence.

"Tirek? King Sombra?" he gasped. "You escaped from your prison in Tartarus?"

"Yes, Squirk," laughed Tirek, walking towards the tank. "I have escaped…twice, actually. The first was by sheer luck and the second…was with a little bit of help."

"And I am the one who helped oversee his escape, Emperor Grogar. And this beautiful city around us is Tambeleon."

Squirk looked around and saw the area he was in.

"For a place called Tambeleon," remarked Squirk. "It looks very…how shall I say it? Depressing."

Then, he turned towards Sombra.

"And furthermore, how is it that you are alive, King Sombra? I thought that you were destroyed by the Crystal Princess or, so the sea life tells me."

"You know him?" gasped Grogar.

"I do. I would always execute my subjects by feeding them to him."

"And it has been a while since I have tasted pony," Squirk laughed, remembering the taste of live pony. "Perhaps you can feed some to me."

"And you will get your taste of pony when our mission is fulfilled," promised Grogar. "Now, in the meantime, why don't I help you get adjusted to your new surroundings, my seaworthy friend?"

Immediately, Squirk began to take a liking to Grogar and began to accept whatever was being offered to him.

…

Meanwhile, Sunset watched in shock as Celestia and Luna tried to valiantly fight against Arabus. With most of the Guardians and Doctor Strange out of commission, only they, Starswirl and Rockhoof could take on the wind creature.

"Hang on!" called Sunset, not wanting to be on the sidelines any longer, firing a blast of magic from her horn.

"Sunset, take cover now!" ordered Celestia, but Sunset wasn't listening and neither was Groot, who used his legs to grow and try to use his roots to wrestle with Arabus.

"I am Groot!" yelled Groot, trying to twist at the Wind God's face. However, Arabus wasn't buying it, but Groot wasn't giving up.

"I am growing tired of playing games!" Arabus hissed, blowing Groot right into Celestia's face, causing her to fall out of the sky, but was quickly saved by a quick-thinking Sunset, who used her magic to help land Celestia safely back onto the ground. "In fact, why should I even bother fighting you? You scare me even less than those flying equines! But, I'll leave you to prolong your suffering a little while longer!"

Without another word, Arabus quickly disappeared, much to Luna's anger.

"COME BACK HERE NOW!" she barked in her royal Canterlot voice. "COME BACK! Dammit, he's gone! Sister!"

Quickly flying down to her sister's side, Luna helped Celestia back onto her feet.

"Sister, are you all right?" asked Luna.

"Yes, thank you," panted Celestia, taking off her helmet and picking up her spear, before looking up to the sky. "Disgusting coward! He must have been trying to soften us up or something."

"He…he must be already…in cahoots with Grogar," coughed Dr. Strange, struggling to get back onto his feet. "If he hasn't been already."

"Either way, this was all just a ploy to soften us," cried Sunset.

Just then, they saw Tony, Twilight and Steve arrived on the scene.

"Everybody okay?" Tony asked and saw all of the injured guardians trying to get back onto their feet. "I guess not."

"We'll be fine," groaned Starswirl, picking his hat up off the ground as Twilight ran over to hug Celestia. "But, we'd better get back and regroup once more."

Collecting their injured comrades, the group left the field and returned to Twilight's castle to once again regroup.

…

Meanwhile, Arabus retreated from the battle and just then, looked down upon the kingdom of Tambeleon. As he flew down, he saw Lavan trying to walk out of the kingdom. Lavan became disgusted with what he saw in front of him, his great enemy now in the same place as his other great enemy.

"So, we meet again," said Lavan, sarcastically. "After all these years. What are you doing here?"

"Demonstrating to the Emperor himself of my destructive power," answered Arabus. "When I sensed Tambeleon had returned, I knew that if I was to create all the storms I wish on this land, I would have to join forces with Emperor Grogar. What are you doing here?"

"Recruited to cause eruptions, perhaps?"

"Heh! That's what I thought, because that's all you can ever do is cause eruptions, just like your father once did. Now, if you'll excuse me, I have to find the Emperor himself."

Watching in disgust and disbelief, Lavan saw Arabus make his leave to find Grogar, who now had his team assembled, regardless of their feelings towards one another…

Chapter 26: "Gamora Awakens"

Back at S.M.I.L.E. headquarters, the laid up Flash Magnus, Wade Wilson, Scott Lang were nearing the end of their recovery period. The news that Arabus had launched an attack had sent the organization into a frenzy. The noise had caused Flash Magnus to open his eyes and squirm in pain.

"What…what…what happened?" he gasped, realizing that he had been laid up in a hospital bed. "How…how did I get here?"

"You were brought here," replied Spitfire, looking over at him. "Along with the rest of us."

"But, the Pegasus fighters…"

"20 dead, the rest ran away," finished Soarin'. "You've been in a medically induced coma for a few hours."

Flash couldn't believe what he heard and cursed under his breath.

"Like they said," remarked Wade, catching Flash's attention. "You should be lucky you're alive, flying boy. If you had the strength…"

"Oh, shut up, anthropoid!" grunted Spitfire in an annoyed voice, not wanting to hear any more of his remarks.

"Yeah, I agree with hothead here," added Scott, groaning in annoyance. "You know, my ex-wife's new husband is more annoying than you."

"Whatever," Wade shot back. "You know, maybe prison serves you well."

"Who are you to say that I should…?"

"ENOUGH!" screamed the green skinned creature, suddenly rising herself up and turning around to face her bed reddened guests. "Enough."

A hushed silence fell on the ward as the humanoid creature suddenly woke up and miraculously climbed out of bed, standing on her own two feet.

"You can't even be placed in a coma and hear constant bickering," she hissed. "What is this place?"

"You're…you're in a medical ward," stammered Spitfire, suddenly taken aback by her. But, the creature looked around trying to find someone or something else.

"Where's Peter?" she asked.

"You mean, Star Dude or whatever his name is?" asked Wade. "He's gone joyriding after some wind demon or living storm."

The creature became distressed and turned around to leave the ward.

"You must be Gamora," called Scott and the creature stopped right where she was. "One of the Guardians of the Galaxy. We've heard a lot about you in such short time. Name's Scott Lang, by the way."

Rather than stay and listen to her fellow bedmates, Gamora ran out of the ward and caught the attention of several scientists as she left. Despite their pleas to get her to stop, Gamora managed to quickly leave the base.

No sooner did she leave the ward did a mismatched creature appear out of nowhere in a white flash, dressed in a white doctor's coat and holding what appeared to be some kind of strange medicine.

"Well, I suppose my little medication works after all," he said, turning back towards the others.

"Excuse me, Discord, but what are you doing here?" asked Spitfire, indignantly.

"Why, I'm here to get you all back on your feet or hooves or whatever you call them," he replied, snapping his fingers and magically getting them all out of their beds. "One of the advantages of being a creature of chaos is that you have the power to do almost anything. Besides, I don't think your mommy would like to see you hurt, Spitfire."

It took a few moments for them all to realize that they had been magically healed by Discord's magic.

"Speaking of which, where is Rainbow Dash? Isn't she supposed to be with you all or something?"

"She left to be with Twilight and her friends," answered Soarin'. "You know we lost 20 of our best fighting Arabus."

"That big blowhard?" Discord said, transforming into a storm cloud. "Why he hasn't been around since the peak of my reign. He always did have an attitude though."

At that moment, the sounds of footfalls came racing towards the ward and Fury Swipes arrived on the scene, letting out a sharp gasp upon seeing Discord.

"Discord, the spirit of chaos?" he gasped, gazing wide eyed at him.. "Since when…"

"I just thought I give a little help to the walking or flying wounded here," he remarked, suddenly turning from humorous to serious. "But, all joking aside, I got these strange movements going through my body that something big is about to happen."

"And I assume its something you can't just snap your claws and make all right again, right?" remarked Fury. "Come on, Discord, I know what you're trying to say. You know of Grogar, don't you?"

"Yes," answered Discord, seriously, glancing over at Fury. "And there's a certain magic draining centaur that I need to teach a lesson to."

Spitfire and Soarin' looked nervously at each other, for they knew just exactly what Discord was talking about.

…

Back at Twilight's castle, the Guardians and Dr. Strange returned to be treated for their injuries they had sustained during the fight.

"Look darling," said Rarity, who was working on cleaning Dr. Strange's cuts on his face with a warm wash cloth in one of the many guest rooms in Twilight's castle. "I know it isn't the classiest application, but…"

"Ow!" winced Dr. Strange as Rarity applied the cloth to his cheek. "At least it helps. Wish I can say the same for the others…"

A series of loud screams came from down the hall, most of them coming from Peter.

"…perhaps I spoke too soon," sighed Dr. Strange and at that moment, Sunset came into the guestroom with Groot.

"I am Groot."

"Is that all he says?" wondered Rarity. "I mean, for a talking plant, he's…"

"Unique," Sunset interrupted, trying to sympathize with him. "Just unique. But, at least we're still alive, even though part of me thinks it was pointless for Arabus to attack outside of Canterlot."

"That's because he was only proving his worth," explained Dr. Strange, who managed to produce an orb that showed Arabus joining forces with Grogar and the other villains of Equestria standing over the dead bodies of the princesses. "Arabus is among the group of enemies of Equestria that is looking to revamp it into their own vision. But, in order to do that, they wish to seek the Elements of Harmony."

Sunset's eyes widened in amazement, but was still somewhat confused by the plot.

"But, I don't understand," she stammered. "Why would they want to obtain the Elements of Harmony? Twilight says that they are…"

Suddenly, the conversation was interrupted by a series of yells coming from downstairs. Racing downstairs, Sunset, Groot, Rarity and Dr. Strange were suddenly confronted by Sunset's friends from the human world, who were being held at bay by Tempest and Grubber.

"Silence!" Tempest barked, her broken horn glowing at the six human girls. "Who are you and what do you want?"

"Don't hurt them!" Sunset cried, causing Tempest to turn around and face her. "They're…my friends, from the other world."

"So you say?" sighed Tempest, lowering her defenses. "Then, I assume you don't mean no harm?"

"No, we don't mean any harm," cried Sci-Twi. "We came because our friend was brought here."

"More in a sense I was recruited," replied Sunset, who suddenly activated her geode, transforming her from pony to human. This caused her friends to run over and hug Sunset tightly. "But, we don't have a lot of time for reunions. We need to brief you on what has been happening here in Equestria."

…

Meanwhile, Arabus floated around Tambeleon trying to search for Grogar, but his search didn't go on for very long as he neared Grogar's castle.

"You must Arabus, the wind demon," said Lieutenant Bray, walking over to him. "My emperor is expecting you."

"Show me to him," replied Arabus and before Bray could begin searching, Grogar, Tirek, Sombra and the tank bearing Squirk approached them. The four villains chuckled at the presence of the wind demon. "Then again, that won't be necessary."

"So, at last we meet," chuckled Grogar, his eyes locked on Arabus as they walked over to him. "Welcome to our ranks, fierce creature of the winds."

Arabus smiled as the four villains welcomed him into their ranks.

…

Elsewhere, Chrysalis retreated to a secluded part of Tambeleon and was contemplating on whether to leave and strike back out on her own.

"If I joined forces with them," she thought to herself, pacing back and forth in a small house. "Then, what would be in it for me? He doesn't have my best interests in heart. All I want is my hive back, not take part in a twisted plot to conquer Equestria. If I conquer Equestria, it will be on my own terms, not theirs!"

However, Chrysalis began to give herself an idea. She noticed a small dagger on a table and began to ponder the possibilities of having Grogar eliminated.

"Unless," she chuckled to herself as she walked towards the dagger. "Emperor Grogar were to suffer an unfortunate accident thanks to me. Eliminate Grogar and I take over the conquest of Equestria."

And Chrysalis laughed evilly as her own twisted plan began to take shape…

Chapter 27: "Regrouping at Twilight's Castle"

With the arrival of her friends from the human world, Sunset led them over to Twilight's throne room where Celestia and Luna were already gathered with Tony, Julia and Peter along with Steve and his faction.

"So, these must be your friends, Sunset," Celestia said, walking over towards Sunset and the human six. "I'm Princess Celestia."

This was the signal for them to show respect to Celestia, who couldn't help but chuckle at what she was witnessing.

"It's an honor to meet you," said Sci-Twi, who bowed to Celestia along with the rest of her fellow humans.

"You can rise," chuckled Celestia, motioning for them to rise. "There really isn't any need for you to show me that kind of respect."

"But aren't you royalty?" asked Human Fluttershy.

"Yes, but it gets me down a little," answered Celestia, leading them towards the map. "However, your assistance in the defense of Equestria is greatly appreciated at this time."

"You name the game, we're there!" said Human Rainbow Dash, excitedly.

Leading them to the map, Celestia motioned for them to look down and see all of the lands that made up the land of Equestria.

"This is the map of Equestria," added Luna. "A map of a land that is a great risk of being conquered and if Equestria is conquered, then your world will be at risk too."

A series of gasps fell among the human six upon hearing this, realizing that they all came to Equestria for the purpose of defending not just Equestria, but their homeland as well.

"So, you all see what's at stake here," added Tony, putting his Iron Man helmet down on the map. "By the way, I'm pretty sure you know who I am don't you?"

"Of course we do!" laughed Human Pinkie Pie. "You're some dude in armor."

"Oh, Pinkie, honestly!' remarked Human Rarity, elbowing her friend in the side. "This is Tony Stark, the head of Stark Enterprises."

"Make that CEO. However, I'm specifically fighting on behalf of the Avengers. As Iron Man, it's my sworn duty to protect the planet from Global and non-Global threats. In this case, its not only a Global threat that we have to worry about…"

"It's a threat from a gang of monsters," interrupted Peter. "I mean, you can't be a friendly neighborhood Spider Man if there is no neighborhood."

This caused Tony and Julia to look over at him in an awkward manner.

"Um, yes," Tony stammered. "This is Peter Parker, otherwise known as Spider Man."

"Ahem, if we can get back to the matter at hand," coughed Luna, regaining the attention of everyone in the room. "Our intelligence has confirmed that the nine circles of death are planning to obtain the Elements of Harmony from the Tree of Harmony."

To prove what she was talking about, Luna activated a spell that produced a hologram of the Tree of Harmony with the Elements attached to them.

"Why would they go after the Elements?" wondered Sunset.

"Because of this," replied Celestia, producing a picture of the Chaos Gauntlet. "The Chaos Gauntlet, a weapon that can only work with the Elements themselves. If the Elements are used to power the Gauntlet, it can have the power to either capture or destroy half of life in both worlds."

"Half of life?!" cried Sci-Twi. "You mean…half of all life is at risk?!"

A silent nod from the two sisters confirmed that what they were saying was indeed true.

"So we all need to work together to prevent this from happening," added Julia, leaning on the map. "If you have families in your world, joining our cause will give you the chance to protect your families from harm. I have a daughter to protect and nothing would mean more to me than to go home to her at night."

As Julia spoke, Tony couldn't help but feel sorry for his girlfriend. At the same time, he was beginning to think that soon would be the time that he would ask the ultimate question to her.

"Well, you can count on us," said Human Rainbow Dash. "What do you want us to do, Princesses?"

"For starters," said Steve, putting in his input on the matter. "We need to make sure all of Equestria is covered at all times. Every town, every city on this map needs to be covered."

"We could do that," suggested Dr. Strange. "But, what if the Elements are unprotected, Captain? Someone needs to guard the area surrounding the tree of harmony."

"I think Doc here has a point," remarked Tony. "It's apparent that the Nine Circles are going after the tree itself and if we have a sizeable defense, we could succeed in holding them back. But, it doesn't mean that we can't protect every town and every city in Equestria. Most likely, they'll be having a sizeable army at their disposal."

"We can hold off the army, me and my faction."

"But you won't be doing it alone," advised Celestia. "As we speak, T'Challa has requested that an army from Wakanda be brought here to Equestria to aid us in our cause. Furthermore, he has also evacuated his country's embassy."

Hearing this gave the human six a very strong indication of how serious the threat was. At that moment, Tempest stepped into the throne room and had Gamora at her side.

"What is it, Fizzlepop?" asked Celestia as she and everyone looked at Tempest and Gamora.

"This is Gamora, a member of the Guardians of the Galaxy," answered Tempest, looking up at her. "She is looking for the one called Star Lord."

…

Elsewhere, Daring Do and Somnambula were on a boat bound for Canterlot along with plenty of other ponies willing to put their lives on the line for the defense of Equestria. It didn't matter of their fame or stature, both Pegasus ponies needed to be on this boat. As they sailed, Daring noticed Somnambula making a homemade spear out of the tip of a dagger and a stick.

"What are you doing?"

"I'm making a spear," answered the pillar of hope. "Usually I am a hopeful pony, however I'm not hopeful of the outcome of this confrontation. If I go down, I go down fighting."

"Usually, I am just for adventures, but I haven't been afraid to show a little muscle," sighed Daring, remembering all the times she and Rainbow Dash worked together. "But, in this case, I have to. Everypony else does. You know, Somanmbula, I can't help but think about those two legged creatures that we rescued."

"I know how you feel, Daring Do. They sort of remind me of Prince Hisan and how I did everything in my power to help protect him from harm. But, all of Equestria is at harm. We have to fight."

Just then, the two mares saw another boat out on the water, going past them in the opposite direction. There were no ponies, just one human trying to sail the boat.

"Look," called Somanmbula to Daring Do. "Do you see that boat?"

"Yes, he looks like the two brothers."

Then Daring remembered about Loki and Heimdall.

"You don't mean….?"

Nodding her head, Somnambula took to the air and Daring Do followed, much to the shock and surprise of the other ponies on board who called for them to come back, but they didn't listen. Flying towards the boat, they got closer and saw the human inside.

"Wait!" called Somanmbula, catching the attention of the figure in the boat. "Are you Thor, King of Asgard?"

This caused Thor to stop what he was doing and face the two flying ponies.

"Yes, I am," he answered. "How do you know who I am?"

"We rescued your brother," said Daring Do. "And one of your sentries."

Amazed that his brother and friend were alive, Thor began to hastily make plans to find them.

"Where are they?"

"They are in my kingdom," answered Somnambula. "In an Inn, injured but alive."

"Show them to me," ordered Thor, even if it meant to Daring and Somanmbula that they had to turn back to help Thor. With little choice, they flew down and picked up the boat, leading Thor back to his brother and friend.

…

Elsewhere, Grogar and his band of villains returned to the throne room now with Arabus in their ranks.

"So, nothing has changed in 1,000 years," remarked Arabus.

"Indeed," chuckled Grogar. "And in fact, after 1,000 years, Tambeleon is going to be made even better thanks to our combined efforts."

Just then, they heard the sounds of clanking coming from down in the castle courtyard and they looked down to see an army of robotic ponies down below.

"My friends," he said, laughing evilly as he saw Titanium at the front of the sizeable robotic army. "Behold…our fighting force of powerful legions ready to serve us."

"They are ready to serve you, my emperor!" shouted Titanium. "Soon, Equestria will be ours at last!"

…

Chapter 28: "Gamora and Star Lord Reunite"

While Tony and the others were meeting in the throne room, Twilight, Starlight, Spike and the Pillars were focused on healing the rest of the Guardians of the Galaxy from their injuries.

"Ugh, now I know feels to have an arm freeze!" moaned Star Lord as Twilight and Starlight, worked together to try and melt his frozen arm in one of the guest rooms. "I've heard of brain freeze, but not this kind of…ow!"

"That's because your arm has been frozen," said Mage, bringing in a pot of hot water and carefully placing Star Lord's arm in it. "Rest it in here for a while. The warm water should help."

"If you say so."

"Just be thankful that it could have been worse," remarked Drax. "First we get shot out of the galaxy and the next…we get trounced by some blowhard wind monster."

"What he said," added Mantis.

Just then, a knock on the door was heard and Twilight turned to open it to reveal Tempest and Gamora on the other side. Star Lord let out a sharp gasp when he saw the love of his life standing in the doorway.

"Peter," cried Gamora, who ran over to be at his side, tears forming in the corners of her eyes. "Oh, Peter…"

"Shh, Shh, it's okay, sweetheart," whispered Peter as they embraced. "Just watch the arm. It's been frozen. But, how did you..?"

"The strange creature helped us. A creature that is mismatched."

"Of course," groaned Twilight, rolling her eyes. "That's Discord. You might call him our…our village idiot. He's reformed, but still mischievous. Even though he has helped us in the past."

"It's not really nice to call someone an idiot," advised Mantis, sitting down in a chair next to Star Lord. "Just so you know."

Twilight decided to ignore the remark and instead get back to helping the Guardians get better once again. However, she wasn't to be focused on it for very long as Tempest motioned for her to follow her.

"Twilight," she called, motioning her to come forward. "You might want to come down to the throne room."

Following Tempest out of the room, Twilight was led down to her throne room where Celestia, Luna and everyone else was gathered.

"Hey guys," Twilight said, seeing her human friends again along with Sci-Twi, her human counterpart as they ran over and hugged her tightly. "Good to see you again. What's going on, Celestia?"

"Well, we've been discussing how to protect the Tree of Harmony for starters," said Tony. "How are the Guardians?"

"They'll be fine for the time being. Starlight and the others are taking care of them. Do we have any plans to defend the tree?"

"That's what we're figuring out right now, Twilight Sparkle," said Luna. "Captain Rogers has already suggested that he lead his faction against any army that would move towards the tree."

"And furthermore," added Tony to Twilight. "That we defend the tree itself."

"Who would defend the tree?"

"Myself, Julia and Peter. Dr. Strange, would you be willing to help us?"

"I would."

"We will help you as well along with Princess Cadence," offered Celestia. "The tree would stand a better chance if all four of us are defending it."

At that moment, Spike came into the throne room walking towards the map holding up a scroll.

"I had to take this outside since Gamora doesn't like seeing creatures throw up," he remarked, handing Twilight the scroll. Opening it, Twilight briefly read it and then looked towards Celestia and Luna.

"It's from someone called T'Challa," she said, passing the scroll to Celestia and Luna. "King of Wakanda."

"He is saying that his forces from Wakanda have arrived in Equestria," replied Luna, putting the scroll back down on the table. "In fact, we should have multiple forces to face the impending army."

"I agree," said Celestia. "If our intelligence is correct, then multiple armies will be joining that includes the Changelings that are fiercely loyal to Chrysalis. So, that means we cannot take any chances. Everypony and every creature needs to be on their guard."

Heeding Celestia's orders everyone proceeded to prepare to defend the tree of harmony.

…

Meanwhile, back at S.M.I.L.E. headquarters, Discord was still going over his own plans to defend the tree of harmony to Fury Swipes and the creatures he helped heal.

"So, basically," guessed Fury. "You, the spirit of chaos, can't just simply snap your fingers and make this whole threat disappear?"

"Well, yes, that is my plan," said Discord, who then proceeded to show himself on a tightrope with circus music playing in the background. "Otherwise, how else can there be chaos in Equestria? We must all have a balance."

"But, there needs to be living ponies if there is to be a balance too, you know," remarked Scott. "And I think we need to get our butts moving now that we are healed."

Almost as if he knew what Scott was going to say, Discord quickly disappeared with a snap of his lion paw. With Discord gone, Fury motioned for everyone in the medical ward to follow him out and prepare themselves to fight. At that moment, Rainbow Dash came into the base.

"Crash, you came back in time," said Spitfire. "Where have you been?"

"Helping out in the evacuation of Cloudsdale," answered Rainbow Dash, removing her goggles off of her face. "Per orders from Canterlot. Apparently, nopony is taking any chances with these guys, not after the wind monster's attack."

Hearing that Cloudsdale had been evacuated caused Spitfire to have a sense of concern on her face

"What about my mother?" She asked with a hint of panic in her voice

"She's fine, heeding the orders like the rest of Cloudsdale. Apparently, they are being evacuated to the Crystal Empire. Shining Armor said that the borders are open to evacuees."

"That's a relief," sighed Spitfire, knowing that her mother was safe. "What should we do now?"

"For starters, you and any remaining Pegasi head to Cloudsdale and make sure the city is totally cleared," suggested Fury Swipes, activating the big screen to show them the map of Cloudsdale. "More than likely, Arabus will perhaps target Cloudsdale during the attack."

"You got it!" shouted Spitfire. "Let's go, Bolts!"

Racing out of the headquarters, Flash Magnus, Rainbow Dash, Spitfire and Soarin' raced back to rally the surviving Pegasi forces to defend Cloudsdale.

"You guys better head back to Twilight's castle," continued Fury, turning his attention over to Scott and Wade. "We're going to get in touch with Equestria's allies and make sure we get their help as well. All claws and hooves on deck!"

Soon, Wade and Scott heeded the order and were soon on their way back to Twilight's castle while the word soon went out to Equestria's allies, such as the Dragon Lands, the Changeling Kingdom, Griffonstone, and Yakyakistan. No time was wasted and once they got the word, their forces were soon being mobilized.

…

Meanwhile, back in Canterlot, Trixie and Moondancer along with several other ponies were standing on one of the towers, ready to defend the kingdom at all costs.

"Nervous?" Trixie asked, looking over at Moondancer.

"Yeah," sighed Moondancer, holding a homemade spear in her magic aura. "Very. In fact, I've never felt so scared in my life. Do you think we'll be able to live through this?"

"The great and powerful Trixie hopes so," replied Trixie, remembering all of the times that she had a traveling magician, from the moment of her first magic show to her friendship and relationship with Starlight Glimmer.

Yes, like everypony else, Trixie was afraid, but she needed to be strong. Everypony couldn't let their fear get to them if they were to have any chance of standing pat against the Nine Circles of Death.

…

A few hours later, Spike burped up another scroll and handed it over to Twilight.

"Guess Ember and the other leaders are sending forces to help us," she said to Celestia and Luna as Spike burped up another scroll. "And Cadence is coming over right now to help us."

"So, when do we move towards the tree?" asked Tony to Celestia. Without hesitation, Celestia grabbed her helmet with her magic and placed it on her head, ready to fight.

"We move…now."

…

Chapter 1: "Grogar Has Returned"

Starswirl the Bearded ran with all his might through a dense forest in Northern Equestria.

Chasing him were a platoon of pony-like creatures that were determined to get him at all costs. Under his cloak, he held an object of significant importance that he was determined to protect. Firing powerful blasts of magic from his horn, the legendary wizard kept the creatures at bay until he came to a part of the forest that led down towards a waterfall. The creatures cornered him and hissed menacingly at him.

"I know what you donkeys have come looking for," he hissed, glaring at the creatures. "But, if you want it…"

With no hesitation, he fired a blast of his magic at one of them right in the chest. Charging, Starswirl leapt at the donkeys and using whatever magical and physical strength he had, tried to keep the donkeys from getting what they wanted.

"Tell him that he will not have what he wants!" cried Starswirl as they quickly overpowered him with blows and punches. The legendary Equestrian figure was soon forced down to the ground as the lead donkey came forward, chuckling quietly and evilly to himself as he looked down at the wizard. "I swear on my life."

"Empty threats from a mortal pony," laughed the leader, whose smile quickly faded away as he grabbed Starswirl by the throat with his mouth. "Do you know who you are dealing with, wizard? You are dealing with a legion that serves under his lordship, the Emperor of Tambelon!"

In an act of defiance, Starswirl spat in the donkey's face, which was answered with a blow to the side of his face by the latter's front left hoof.

"Get up! Get up and show respect to the eventual ruler of this land!" barked the lead donkey as Starswirl struggled to his feet. "But first, hand Sombra's horn over to me…now."

"Then you'll have to kill me first," groaned Starswirl, opening his chest to the lead donkey. "Go ahead, I dare you to kill me!"

"Is he serious, Lieutenant Bray?" asked one of the donkeys who was holding him.

"Whatever it takes to get the horn," remarked Lieutenant Bray, reaching into his holster and pulling out a dagger with his mouth. Suddenly, Starswirl jumped up and struck Bray in the face with a blast of magic.

Snarling, the donkeys restarted their attack on Starswirl, beating him on every inch of his body. But, the sorcerer refused to give up and with each time he was stricken, he got back to his feet more determined than ever to protect what was on him, even if it meant sending several donkeys over the waterfall to their deaths.

At that moment, Bray picked up the dagger and attempted to stab Starswirl in the back of his neck. But, Starswirl saw it coming and kicked Bray back. Unfortunately, the horn fell out of his robe and went onto the edge of the cliff.

"NO!" cried Bray, only for Starswirl to keep him from reaching the horn. "Get off of me, wizard!"

Throwing him off, Bray attempted to get the horn while Starswirl tried to stop him from reaching it. The wizard and the donkey tried whatever they could to get to the horn, but the edge of the cliff made it next to impossible. Finally, Bray got himself an idea.

"You want the horn?" he asked, causing Starswirl to think that he was going to get Sombra's horn. "Then, take it!"

But instead of giving it to him, Bray threw Starswirl over the edge of the cliff sending him screaming down the waterfall below. Seizing the horn with his teeth, Bray turned over to what remained of his platoon.

"We've got the horn!" he cried to them. "Let's get back to his lordship at once!"

…

Meanwhile, Starswirl's unconscious body washed up at the bottom of the waterfall, his hat missing and bruises all over his body. But, he wasn't alone for at that moment, a broken horned unicorn and a gray hedgehog came up to him.

"It can't be," gasped the unicorn, bending down to get a closer look at the legendary wizard. "Starswirl the Bearded!"

"He looks dead," remarked the hedgehog to the unicorn, however, she could hear breathing coming out of his mouth. "Then again, maybe not."

"We've got to get him back to camp," cried the unicorn, trying to lift Starswirl onto her back. "Grubber, can you find anything to help heal his wounds?"

"I'll see what I can do, Tempest!"

As she watched Grubber race off back to camp, Tempest looked back at the injured Starswirl and realized that he needed more help than it seemed. Returning to their campsite, Tempest laid Starswirl down on his back as Grubber handed her some herbs to place on any scrapes or bruises.

"He's waking up," cried Grubber as Starswirl let out several coughs of excess water onto Grubber, much to his chagrin. "And spitting out water to boot."

"Where…where…?" Starswirl started to say but was silenced by Tempest.

"You're safe with us," said Tempest, her forelegs around Starswirl's neck. "My friend and I heard your screams from our campsite. I'm…"

"Tempest Shadow," coughed Starswirl, trying to fully open his eyes. "The Storm King's former lieutenant trying to atone for her actions."

"Yeah, that's her," remarked Grubber, trying to shake off the water from his body. "But, we aren't like that anymore. We've been travelling for the past month trying to make up for what we did under his leadership."

"The horn!" Starswirl gasped, his eyes suddenly widening in shock. "The horn! It's gone!"

"Well, I lost my horn in an accident," Tempest started to say, looking up at her broken horn. "It was when I was a filly, but…"

"Sombra's horn! They must have it! Oh!"

"Who?" asked Grubber.

"King Sombra," said Tempest to Grubber. "He used to rule the Crystal Empire 1,000 years ago, but what about his horn?"

"His horn is what's left of his physical manifestation, young mare," explained Starswirl, quickly rising to his feet, despite his injuries. "As long as that horn is in their hands, he can be brought back to life. You must help me warn Princess Twilight at once."

Tempest sighed, knowing that this meant she would have to once again return to Canterlot. The memories of her being hunted down by the former minister of defense, Instant Justice, were still fresh in her mind.

"Well, we are quite a few days from Canterlot," said Tempest, turning around to look out into the distance. "However, we can try and find a place where we can at least send for help. Grubber, let's break camp and see if there is anypony who can help us."

"But, what about the big dinner I'm planning for tonight…?"

"Don't argue, Grubber. Do as you're told."

…

Meanwhile, as they broke camp, the events at the waterfall were being monitored at a secure building about 20 miles outside of Canterlot. A cat/pony creature sat at a desk reviewing some papers that were in front of him.

"It was only a matter of time before this was going to happen," he said looking down at the papers, before pressing a button that buzzed. "Romanoff, come here at once."

A few moments later, the door opened and a young human woman dressed in a red pantsuit with strawberry blonde hair stepped into the office.

"What is it, Fury?" she asked.

"It appears that the disturbances we have been tracking for weeks has grown," replied Fury, handing Romanoff the paper he was looking at. Something tells me that this isn't related to all that has been going on since that Monkey Dude's defeat."

"You mean the Storm King, Fury?" remarked Romanoff, looking at the Storm King's picture on the paper.

"Yeah, him," muttered Fury. "But, either way, this is something we need to focus all of our attention on right now. In fact, isn't Tony Stark coming to Canterlot in a few days to look at land for that Stark Enterprises building he wants to build?"

"Him and Julia Carpenter, sir."

"Ah yes, his girlfriend and the COO of his company," remarked Fury. "If I were you, Natasha, I'd start briefing him about the disturbance we have been tracking. Something tells me that another kingdom of Equestria is about to break its 1,000-year disappearance track."

As Fury spoke, a distant sound of eerie laughter was heard and caught the attention of both Natasha and Fury. The latter ran out to the window, but saw nothing.

"In fact contact the Avengers, both factions," suggested Fury, much to Romanoff's disdain. "I know that Stark and Rogers don't get along, but if that four legged menace makes his move…"

Doing as she was told, Natasha left the office leaving Fury to consider whether or not contacting Celestia and informing her of what was happening.

…

However, the evil laughs weren't reserved for the secure building. In the still-recovering city of Canterlot, Princess Celestia was sitting on her throne when she heard the laughs and a cold feeling trickled down her spine.

"He's back," she gasped, her eyes widening. "After 1,000 years, Grogar has returned…"

Chapter 2: "Grogar, Emperor of Tambeleon"

With Sombra's horn in their hooves, Lieutenant Bray and the remains of his donkey platoon made their way towards an area of northern Equestria enshrouded by a dark fog. As they approached the fog, the fog suddenly broken apart revealing an empire similar to the Crystal Empire but instead of crystal, it was nothing but stone black.

"I hope the emperor is pleased with us," said a donkey warrior.

"He will be impressed, Private Jack," chuckled Lieutenant Bray, stepping into the kingdom. "We have gathered another of the allies his emperor is seeking to recruit in our quest for conquering Equestria. Perhaps there is no better creature to have on our side than a pony whose heart is black as nights."

He looked down and saw Sombra's horn in all it's glory as they approached a tall door, knocking on it.

"Who is it?" bellowed a bleating voice. "Who dares approach my throne?"

"It is I your excellency! Your faithful and loyal lieutenant bearing what you requested, the horn of King Sombra!"

"So, you have succeeded," chuckled the voice. "Very well then! Let me see it!"

Opening the doors, the donkeys entered the throne room similar to Canterlot's, but much more darker. On the throne sat a blue goat-like creature with gray backward horns and a bell that dangle around his neck. The goat chuckled as he saw the horn in the possession of his lieutenant and his warriors.

"Yes, yes!" laughed the goat, stepping down from the throne to look at the horn. "Ah, King Sombra, the true ruler of the Crystal Empire, whose spirit is embalmed in this one horn. Did you have trouble finding it?"

"A little bit, Emperor Grogar," answered Bray. "Starswirl the Bearded had it on him and well, we had…"

"It doesn't matter now, Lieutenant!" interrupted Grogar still looking at the horn. "All that matters is that its here with me. Starswirl was a fool, keeping this horn for himself in an effort to keep Sombra dead. But, he failed."

"I can assure, Grogar," said a raspy voice that belonged to a creature covered by a black cloak. "That Starswirl is strong willed and he will be seeking the horn. Then again, what good is he without his fellow pillars?"

The creature came forward and removed the hood over its head to reveal a very dark enemy of Equestria underneath it, the letter "M" branded on both sides of his face, one "M" upside down on his left and the other "M" on its proper position on the right side.

"It's no wonder I could recruit someone like you, Lord Tirek," remarked Grogar. "All that matter was taking Cerberus out of commission and allowing you to escape unharmed, thanks to me!"

"So, you say, Grogar," chuckled Tirek, taking the horn and placing it on the ground at Grogar's feet. "But, just remember that Sombra is also my friend."

"How could I forget? There is perhaps nopony more excited to see Sombra than you, Tirek."

"Well, then what are we waiting for?" said a female voice, who floated into the throne room. "Let's get on with it! I have a few ponies I am seeking revenge against as well trying to regain my throne from that traitor, Thorax!"

"As you say, Chrysalis," muttered Grogar and the goat swayed back and forth, trying to get the bell around his neck to ring. After a few moments, he managed to get the bell to ring loudly and then began to chant in a demonic voice as dark magic swirled around the horn. The magic continued to swirl around the horn and a few moments later, a loud roar came out from inside the tornado as the twister shrunk down to reveal a black coated unicorn with a long red cape and metallic armor on his forelegs along with a metal crown atop his head.

"I live!" cried King Sombra. "I LIVVVVE!"

"Welcome back to the land of the living, King Sombra," chuckled Chrysalis as Tirek ran over to hug his friend.

"My friend, I have missed you so much," laughed Tirek.

"I have missed you too, Tirek," remarked Sombra, evilly. "But, there is so much to ask of you all. Who has brought me back from the dead?"

"I am the creature who has brought you back to life, Sombra," said Grogar, walking over to him. "I am Emperor Grogar, the ruler of Tambeleon."

"So you say," replied Sombra, trotting around trying to get used to his surroundings. "So, all of this is Tambeleon? It's a shame I never heard of a kingdom such as this. It's a pity that we have never met, Grogar. We could have done so much together."

"That's because you were banished by the Royal Sisters as I was, Sombra. But, together, we can all overthrow them once and for all, avenging all of our misfortunes at the same time. All we need are several more allies and then, we will have enough power to conquer Equestria!"

He may had only been out for a few minutes, but Sombra was beginning to admire and share a mutual respect for Grogar. Still, he had a purpose of his own to fulfill and that was to take back what was once his.

"What do we do now?" asked Chrysalis, impatiently.

"We gather a few more allies and then we strike at Canterlot!" cried Grogar, trotting over to look at a map of Equestria and the other surrounding kingdoms. "In fact, let's see if we can pay our hot friend a visit and see if we can recruit him. Bray!"

"Yes, sire?"

"Go to Mount Ragnaros and see if Lavan is awake," ordered Grogar, turning to face Bray and his donkey force. "If he is, then bring him to me!"

Saluting him, Bray and his forces left Tambeleon once again heading for Mount Ragnaros.

…

Meanwhile, Princess Celestia immediately got to work in her office trying to summon Twilight and Princess Cadence to Canterlot.

"Sister, what's happening?" asked Luna, stepping into Celestia's office and yawning. "Are you certain that Grogar is back?"

"I'm very certain, Luna," answered Celestia, firmly writing a note to Twilight. "I could just feel it on my back that Tambeleon has returned at last."

"But that's impossible, Celestia! How could Tambeleon return? We both know that kingdom is nothing but darkness and evil."

"The spell we cast on it was only meant to last for 1,000 years, Luna!" replied Celestia, using her magic to send the note to Twilight. "Now, those 1,000 years are up, and he has returned. But, I can't let us be sidetracked again like we were with the Storm King! Have all our respective forces on standby, Luna. If Grogar does set foot in Canterlot, let alone any place in Equestria…"

Luna had every reason to believe just how scared her sister was. Not wanting to keep her sister frightened any further, Luna did as she was told and ordered her forces to take up positions around Canterlot.

"All of Canterlot is on alert as you requested, your highness," said one of Celestia's generals about an hour later. "Shall I send out a few patrols to cover a 20-mile radius?"

"Do so at once," she ordered and the general complied and left. However, she wasn't to be alone for very long as Luna stepped into Celestia's office.

"Cadence is on her way here to Canterlot as we speak, sister," she said. "We haven't heard anything from Princess Twilight, however, but there is something else that we both should know."

"What is it?"

"Starswirl was attacked by some donkey warriors and is now being treated at S.M.I.L.E. headquarters."

This made Celestia stop what she was doing and rise out of her chair.

"How is he?"

"He's all right, but he's hurt pretty badly," answered Luna. "Should we send Princess Twilight to S.M.I.L.E. to check on what's going on? Somepony should be here for Cadence when she arrives in little while."

Celestia thought about it for a moment, then she came to a decision.

"You have a point, sister," she remarked, quickly writing another notice to Twilight. "We'll have Twilight check on S.M.I.L.E. while we try to figure out what is going on here."

Suddenly, at that moment, the two sisters were interrupted by a swirling black portal and stepping out of the portal was a human male dressed in blue and wearing a red cape around his neck.

"Who are you?" asked Princess Luna as the human figure stepped forward towards them. "And what do you want?"

"Are you Princess Celestia and Princess Luna, two of the four alicorn rulers of Equestria?" asked the human.

"Y…y…yes, we are," stammered Princess Celestia. "And who may I ask are you?"

It didn't take long for the figure to respond to Celestia's question.

"I'm Dr. Stephen Strange and I have something important…in fact, of great importance, that I need to show you both."

…

Chapter 19: "Who Wields the Chaos Gauntlet?"

With his plan to conquer Equestria now in motion, Grogar and the villains most loyal to him began to think of a way to send a flowing stream of chaos throughout Equestria. Knowing the most important ponies in Equestria would be on the lookout. However, after being chastised by him, Chrysalis was beginning to have second thoughts about serving under Grogar and for that matter, taking part in his plan to conquer Equestria.

"But if we are to harness the power of the elements, Emperor Grogar," suggested Sombra. "Perhaps we should use some sort of weapon to take their power. A weapon that allows us to wield the elements."

"And you are wise beyond your years, Sombra," chuckled Tirek, who then motioned for Bray and several of his fellow donkeys to come forward. "Bring it to me."

"Uh…what is it that you wish us to bring, my Emperor?"

"The Chaos Gauntlet, you jackass!" snapped Grogar, impatiently stamping his hoof down hard. "The Chaos Gauntlet, bring it to me!"

Braying nervously at his masters' below, Bray and several donkeys ran to get the object in question. A few moments later, they returned with a gold glove with six markings on the fingers and top of the glove that were shaped to hold the Elements of Harmony. Both Sombra and Tirek gaped at the power the gauntlet seemed to have possessed.

"Here is the Gauntlet, my emperor," said Bray as Grogar snatched the glove away from him and shooed him and the donkeys away. "Of course, my emperor."

Ignoring his minions' incompetence, Grogar rolled his eyes and returned to the business at hand which was showing the power of the gauntlet to his fellow villains.

"Now then, my friends," he explained, placing the gauntlet on his throne. "This is the Chaos Gauntlet, created by our superior 1,000 years ago with the purpose of obtaining half of the planet to serve him and no one else. He had tried to steal the Elements of Harmony from the Royal Sisters but failed and was banished to the sun as punishment."

"Of course, those two mares would banish Prince Cosmos to the sun," sighed Sombra, growling slightly. "What else would they have done? He was their brother."

"I remember learning about Prince Cosmos when I was a student at Celestia's school for Gifted Unicorns," remarked Titanium. "Apparently, Prince Cosmos was their brother and a very jealous brother at that. We were taught to believe that he was a traitor and a pony who deserved his fate."

The metallic cyborg sighed heavily as he walked up closely to the map and looked down at Canterlot's location.

"But," he sighed. "Cosmos and I can relate in a way, because he wanted to make things better for Equestria and he was shot down by his sisters, just like me with my inventions. Well, both Celestia and Luna are going to pay for taking away 10 years of my life."

"And you will get your revenge, Titanium," said Grogar. "By the time we are done, you will have your revenge, we will all have our revenge against Equestria, and when all is said and done, we are the ones who will be ruling over it!"

This caused the villains to once again break out into a lengthy period of maniacal laughing…all except Chrysalis and Lavan, which caused Grogar to once again get angry.

"Why aren't you laughing?" he demanded. "Laugh with us!"

"Because all you are doing, Grogar, is talk and no action," retorted Chrysalis, flying up to him and glaring at him right in the face. "Once you do more of the action and less of the talk, then I can laugh with you."

In response, Grogar merely spat at Chrysalis in her face, causing her to growl in frustration.

"Insolent bug," he muttered, once again turning his attention back to Tirek and Sombra. "It's clear to me that you are unqualified to wield the Chaos Gauntlet. So, that leaves you two."

"Why not me, my Emperor?" cried Titanium.

"Because I am entrusting you to use your mechanical creations in the battle ahead," answered the demon goat. "That's what I see in you, Titanium."

Without putting up a protest, Titanium reluctantly agreed, which left Grogar with the two candidates in question, King Sombra and Lord Tirek.

"The only way the Gauntlet will work," explained Grogar taking the gauntlet and sticking his front left hoof into it. "Is that it is powered by the most powerful weapon in Equestria, the Elements of Harmony. Once all six elements are obtained and placed in the gauntlet, then the wearer of the gauntlet can activate it, creating a wave where half of Equestria's population and half the population of any kingdom for that matter, will be sent to live in that bearer's dwelling forever."

"But, aren't you the bearer of the gauntlet, Grogar?"

"Yes," chuckled Grogar, taking the Gauntlet off and placing it on his throne. "However, when the Gauntlet was first created, only a pony or a creature with hooves could use it."

It was then that all of the attention in the room was shifted towards Tirek, who had the ability to be fit into the glove since he had claws.

"Why are you asking me to wear the glove?" Tirek wondered.

"Because you are a creature that desires power, don't you?" remarked Grogar. "You seek magic of all kinds and won't rest until you have it all, is that it?"

"Well, yes, I do and I thank you for the honor, but…Tambeleon is your kingdom isn't it?"

"It is, but I get bored of having to rule it alone. You have no idea of how lonely I get sometimes, with only a pack of donkeys for company."

This caused the donkeys to wince in shock and surprise at what had just been said of them by their leader. Some of them were even indigent of such a remark.

"No, you see for many years, I have been meaning to create a counter to the Elements of Harmony," continued Grogar, picking the gauntlet up with his front left hoof. "What we need is a balance, something that the original nine circles of death never had."

"How?" wondered Sombra to Tirek, but Chrysalis had her reservations.

"Foolish goat," she muttered, her back turned from Grogar. "He'll get what's coming to him one day. Meantime, I'll play along, but not by his law, but by my own."

And the Queen of the Changelings sniggered as her horn lightly charged up its green coloring.

…

Meanwhile, the order had come throughout Canterlot where its citizens were to be evacuated before the impending battle. Most were willing to comply, but some refused to leave.

"I'm not leaving," cried Moondancer, as two guardsponies stood outside her home near Canterlot Stadium. "I survived the Storm King's attack by staying in my home and I'll survive this one by staying in my home."

"Miss, it's for your own protection and safety," the guards replied. "The threat against Canterlot is nothing like the Storm King's attack."

Moondancer watched as several of her neighbors complied and left their homes, their belongings being pulled by wooden carts. In her mind, she knew that the only way to survive was to stay and fight.

"Look, running away isn't going to do any good for anypony," cried Moondancer. "Why don't you find somepony who will comply, because I will not."

"Miss," the guards said, imputatively. "You must leave now. It's an order made by the princesses!"

"I happen to be friends with the Princess of Friendship and…"

"…she would want you to be safe, miss. Let's go."

However, Moondancer wasn't complying and at that moment, she noticed her next-door neighbor and Tempest Shadow's sister, Razzle Fizzle, coming over towards her.

"Moondancer, you should listen to them," she said, firmly. "I'm already complying with the order. We're being sent to an underground bunker outside of Ponyville."

The former anti-social pony was now left with the task of whether to heed this order or not. In her mind, her studying had managed to help her survive whatever threat was coming.

"Look," she sighed, adjusting her glasses as she looked over towards Razzle Fizzle. "We can't just turn belly up and beg to the enemy! We need to fight against whatever threat there is! You may think I am just an anti-social bookworm, but my studying has in fact helped me survive!"

Realizing that there was no other way to try and convince her, the guardsponies turned and left Moondancer's home.

"You're a damn fool, Moondancer," Razzle Fizzle remarked as she joined the crowds of ponies leaving. "This new threat is dangerous and you might end up paying for it with your life."

With those words, Moondancer watched her neighbor leave and then looked over to see her other friends, Twinkleshine, Lemon Hearts and Minuette walking towards her house.

"Are you leaving too?" she asked.

"No, we're staying right here," answered Lemon Hearts. "We know you aren't heeding the order, so, neither are we."

Grateful, Moondancer pulled her four friends into a group hug and together, they would soon mount a group of ponies willing to risk their lives against this growing threat…