The Rise and Fall of Emperor Grogar

Chapters

Chapter 2: "Declaration of War"
Chapter 4: "After the Snap"
Chapter 5: "Tempest Returns Home"
Chapter 6: "Re-Enter the Guardians"
Chapter 7: "King Sombra's Ghost"
Chapter 8: "Spider Man Joins the Friendship School"
Chapter 9: "Tirek and Cozy Glow Escape Tartarus"
Chapter 10: "Help from Wakanda"
Chapter 11: "A Tense Reunion"
Chapter 12: "Two New Evil Allies"
Chapter 13: "Finding Chrysalis"
Chapter 14: "Chrysalis Meets Grogar"
Chapter 15: "Convincing Queen Novo"
Chapter 16: "Seeking Out Kuwaga's Spirit"
Chapter 18: "That's As Far As You'll Go"
Chapter 19: "Return of the Storm King"
Chapter 20: "Avengers Turned Bodyguards"
Chapter 21: "An Audience with Celestia and Luna"
Chapter 22: "Twilight's New Bodyguards"
Chapter 24: "Spider Man's First Day at School"
Chapter 25: "Sam Wilson, Wonderbolt Trainer"
Chapter 26: "Sombra Charges the Crystal Empire"
Chapter 27: "Driving Sombra Back"
Chapter 28: "After the Defense"
Chapter 30: "Meeting the Mean 6"
Chapter 31: "Rainbow Dash Meets Sam Wilson"
Chapter 32: "Decision to Evacuate"
Chapter 33: "Corrupted Elements"
Chapter 34: "Summoned to Canterlot"
Chapter 35: "Trying Out a New Pair of Wings"
Chapter 36: "Thor and the Pillars"
Chapter 37: "Fears of Death"
Chapter 38: "Tempest Shadow's Surprise"
Chapter 39: "Moving the Tree of Harmony"
Chapter 40: "Wrath of a Changeling General"
Chapter 41: "Ambushing Thorax and Pharynx"
Chapter 42: "The Great Changeling Massacre"
Chapter 43: "Easier Said Than Done, I Suppose"
Chapter 44: "Emperor Grogar's Offering"
Chapter 45: "We Strike at Dawn"
Chapter 46: "Dawn of Battle"
Chapter 48: "Grogar Attacks the Friendship Kingdom"
Chapter 49: "We Fight Until We Can Fight No More"
Chapter 50: "Until Our Final Requiem is Spoken"
Chapter 51: "Roar of the Hulk"
Chapter 52: "Tempest vs. Storm King"
Chapter 53: "Spare His Life..."
Chapter 54: "We're In the Endgame Now"
Chapter 55: "Populating Tambeleon"
Chapter 56: "Regrouping at Twilight's Castle"
Chapter 57: "Sunset Comes Home Again"
Chapter 58: "Surrender of the Crystal Empire"
Chapter 59: "Dividing and Conquering"
Chapter 60: "Escaping from Tirek and Cozy Glow"
Chapter 47: "Equestria Forever!"
Chapter 1: "He Has Returned"
Chapter 3: "Looking for Generals"
Chapter 17: "Recovering the Storm King's Remains"
Chapter 23: "Threat Against the Crystal Empire"
Chapter 29: "The Six Pieces of Wood"

Chapter 2: "Declaration of War"

"War? Are you sure about that?" gasped Rarity as all of my faithful subjects coiled at the news I had just addressed to them. "Can't we just use the elements of harmony to blast him?"

"I'm afraid not, Rarity," I replied. "Grogar seeks the elements of harmony for his own personal gain along with, of course, our alicorn magic. But, we aren't going to let him get to them that easily."

Stepping down from my throne, I proceeded to lead Twilight and the others out of the throne room and down towards the library wing, for there was something that we could do to better combat Grogar.

"What are we doing here?" wondered Fluttershy as we made our way into the library.

"There is a book containing a history of Emperor Grogar," replied Luna and we made our way to a section of the library where I pulled out a black book with an emblem of a skull and crossbones that made some of the ponies react.

"Ugh, who wants to put that on a book?" gagged Rarity, shocked and appalled by what she saw. "Is this Emperor Grogar that devious to be treated in such a manner?"

But, I decided to ignore the remark and proceeded to open the book.

"It says here that Grogar would invade towns and villages throughout Equestria and force the inhabitants to look up to him as their lord and savior," said Twilight, looking into the book. "If they refused, he would kill them without mercy."

Twilight felt herself swallow nervously upon seeing this and looked back to her friends and Cadence.

"But, I don't understand," wondered Twilight. "Wasn't Instant Justice in the same manner?"

"Instant Justice was different, Twilight," I remarked. "He sought revenge for the death of his family during the Storm King's invasion. Grogar was born with the desire to make everypony and everycreature bow down to him."

"And now, he's back and possibly targeting the Crystal Empire," cried Cadence, feeling a shiver go down her spine.

"Then, you must prepare whatever forces you can muster," said Luna. "Furthermore, we must reach out to S.M.I.L.E. and have them monitor all of Grogar's movements."

During the time between the Storm King's Invasion and the events with Cozy Glow, we had reached out to the humans and with their help, founded an organization whose purpose was to monitor activities of those who would want to attack Equestria. Furthermore, they had a group of warriors that were capable of being valued allies to us.

"That's right," remarked Pinkie Pie. "You brought in those two legged creatures to help us defend Equestria. Not to criticize, but that's random of you, Princesses."

"Random, yes," said Luna. "But necessary, Pinkie Pie. We cannot deal with Grogar alone."

"But why? I mean, you are alicorns, aren't you? Can't you just banish him again?" asked Rainbow Dash, only to be nudged in the side by Applejack. "Or maybe get in touch with that weird dude with the hammer? Isn't he around?"

"That's not a bad idea, Celestia," suggested Twilight, who then proceeded to look through the pages of the book to find the section about the Asgardian who aided us in defeating Grogar the first time. "If he is still around, you should recruit him. What's his name again?"

"Thor, king of Asgard and a member of the group of warriors known as the Avengers."

"The Avengers?" wondered Twilight, raising an eyebrow in confusion.

…

Rather than answering her question, I activated a teleportation spell and soon, we all found ourselves in a highly advanced location with screens and devices that made strange noises. These devices were operated by both pony and human scientists wearing white coats. No sooner did we all teleport ourselves did a cat like creature that stood on two legs make his way over to us. He was dressed in a long black coat and had on an eye patch over his left eye.

"He looks like he's from Klugetown," whispered Rarity. "Wonder if he knows Capper?"

"Your highnesses," he said, bowing to us. "I wasn't expecting to see you all here. What can we do for you?"

"At ease, Commander Fury Swipes," said Luna, raising a hoof to motion him to his feet. "This is an informal visit."

"Well, since you put it that way, Princess Luna," chuckled Fury Swipes, nervously. "We have been monitoring strange activity near the Crystal Empire. He has returned."

"We are aware Commander Swipes," I said. "That's why we must reach out to the humans and have them get in touch with the Avengers. I understand that they have been dealing with the aftermath of Thanos' defeat."

Shrugging his shoulders, Fury went over to an agent who was sitting at a screen and typing on a series of buttons.

"Agent Heartstrings?" he asked the light green unicorn mare, causing her to turn her attention away from the screen. "Have we received any reports from Stark or Rogers?"

"Not that I am aware of, Commander Swipes," replied the unicorn. "But, as far as I'm concerned, they are probably focusing on the task of dealing with the aftermath of their situation."

Upon seeing us standing next to her commander, Agent Heartstrings got up and hastily bowed to us, much to our amusement.

"You can get up, Lyra," chuckled Twilight, acknowledging her old friend from Canterlot. "There is no need for that on the job."

"Sorry Twilight, but you are all princesses."

"Don't worry about it, Lyra," chuckled Luna. "Remember we were the ones who helped you and Sweetie Drops get jobs here when S.M.I.L.E. first opened."

Remembering those words, Lyra chuckled to herself and eased herself before turning her attention to Fury Swipes.

"Um, yes, Princess Luna," she stammered. "As for Stark and Rogers, we haven't been able to receive any reports from them. But, we have sent them the message about Grogar's return?"

"Wait, why should they know about this?" asked Pinkie Pie. "Don't they have some of their own cleaning up to do?"

"Stark and Rogers along with their factions have each agreed to monitor the activities here in Equestria," said Fury Swipes.

"Factions?"

"They had a riff between each other, but it is behind them now," answered Fury Swipes. "Furthermore, we have also gotten in touch with the Wakandian governments to send forces to us."

"Wakanda?" wondered Pinkie Pie, randomly pulling out a map of Equestria from her long curly mane. "Not anywhere here on Equestria."

"It's another human country," explained Lyra. "Its king is also a member of the Avengers, going by the name of the Black Panther."

True, there was a lot to consider and absorb, but at least the Avengers were more than willing to help.

…

Meanwhile, Fizzlepop Berrytwist, also known as Tempest Shadow, had been given a second chance. Acknowledging her past misgivings as the Storm King's second-in-command and chief bounty hunter, she was now living a life of redemption, putting her past behind her and moving forward, traveling all across Equestria to spread the truth of the Storm King's death and to share what she had learned about friendship, something that Tempest felt she had never had when her friends abandoned her as a filly.

…

However, all that Tempest had been through wasn't going to prepare her for the storm that she and her companions, Grubber the Hedgehog and Hannibal, the reformed dimwitted storm creature were about to go through along with the rest of Equestria.

…

A month after Tempest and her companions left Canterlot, the three former servants of the Storm King were in Somnambula doing their penance when Tempest found herself unable to sleep one night.

"Tempest," yawned Grubber as he and Hannibal stretched themselves on a large bed while Tempest looked out the window of their room in the town's inn. "You really should go to sleep. We have another…big day tomorrow."

"Yeah," added Hannibal. "Pony should sleep. Lot of travelling to do."

"Sorry guys," sighed Tempest, turning away from the window. "I don't know, it's just…I'm just having another one of those nights, I guess. Part of me is just saying that something big is going to happen."

"Something big?" wondered Grubber. "What do you mean, something big?"

Tempest didn't respond right away and instead sat on the edge of her bed, her back turned away from them.

"It's like this," Tempest tried to explain. "When I was a filly, before my accident with the Ursa Major, we were taught about this creature who wasn't a pony, but…"

"It's probably nothing big, Tempest. Let's go to sleep."

"No, Grubber, it is something big. I don't know, it's just that, whenever I sleep, the vision appears to me, saying that I should prepare myself for the fight ahead against him."

This made both Grubber and Hannibal raise their eyebrows in suspicion.

"The Storm King?" remarked Grubber. "But, he's dead, isn't he?"

"It isn't the Storm King," retorted Tempest. "The creature that I am seeing in my dreams is a creature that lived a thousand years ago and made even the princesses fear him. I don't know, but I keep having these visions where we're all fighting against this enemy, this creature who then proceeds to…"

Suddenly, Tempest felt her broken horn charge and she let out a small scream of pain, much to the concern of her companions.

"Tempest, Tempest what is it?" cried Grubber, rising to his small feet.

"It's…it's happening again!" groaned Tempest, briefly turning away as the surges grew stronger. "My horn, it acts up when I have…"

Suddenly, Tempest and her companions noticed a spinning gold circle appear and a human figure dressed in blue and wearing a red cape around his neck stepped into the room.

"Tempest Shadow?" the figure asked. "I'm Dr. Stephen Strange and I need you to come with me."

But, rather than obey right away, Tempest and her companions were nothing short of confused over what had just happened.

"Oh and congratulations on redeeming yourself," he remarked.

"I'm sorry, how do you know who I am?" Tempest asked. "And how do you know about my horn?"

"I know everything about every person and every creature," Dr. Strange replied, stepping into the portal. "And I especially know a lot about you, Tempest. Look, it's not overselling to say that the fate of all creatures is at stake."

"How do you know about all this?"

At that moment, another pony stepped through the portal, a slender gray pony with short black hair and also wearing another cape similar to Dr. Strange's.

"Tempest Shadow," the pony said. "I'm Chancellor Neighsay of the Equestrian Education Association and a current assistant to Dr. Strange. And we believe we know what is causing your horn to act the way it is."

Without saying another word, Tempest and her companions were led into the portal, being taken to wherever Dr. Strange and Chancellor Neighsay came from.

…

As we all prepared for the growing war ahead did a loud voice echo throughout Equestria:

"PRINCESS CELESTIA AND PRINCESS LUNA, HEAR ME! FOR I, EMPEROR GROGAR OF TAMBELEON, DECLARE WAR ON YOU AND YOUR PATHETIC KINGDOM OF EQUESTRIA!"

Chapter 4: "After the Snap"

Tony Stark sat in his office at Stark Enterprises reflecting on both the personal and professional impacts of the conflict with Thanos. Of course, he and the Avengers managed to defeat the Mad Titan. However, there were consequences and repercussions, lots and lots of them.

"So much damage, so much damage," Tony sighed, looking at the latest reports on his company's stock. "Damn that Thanos turning half of the universe into dust. Wherever he is, I hope he is rotting in hell."

"Let me guess, Ton," he heard another voice that belonged to his friend, Jim Rhodes as he walked into his friend's office. "Thanos still on your mind?"

"You can say that, Jim. Take a look at how much damage he did to our company stock."

Jim took the papers and read what was on them. He couldn't help but sympathize with his close friend's dilemma.

"Well, I can understand its going to take time to repair this company," he remarked. 'But, look on the positive side. We're all in one piece and you and Chuckles are about to tie the knot in a couple months."

Despite the burden he was carrying, Tony smiled upon hearing this, letting out a small chuckle.

"Always reminding me to look on the bright side of life, eh, Rhodey?"

"You can say that."

Just then, another figure entered the room, Tony's fiancée and his company Chief Operating Officer, Julia Carpenter carrying a pair of coffee cups in her hands.

"I fully agree with him," the red-haired woman said as she handed her love his cup of coffee and kissing him on the cheek. "We've got a wedding to look forward to, you know. Figured out what our first dance song will be?"

"Not yet, Jules. But, whatever it will be, it will be reflective of our love for one another. You found your dress yet?"

"Now how am I going to tell you that?" she remarked playfully tapping Tony on the forehead. "I'm going to keep it a surprise until our wedding day."

This made all three good friends share a group laugh.

"Well, here's something that isn't a surprise," said Tony, getting up from his desk and walking over to a map of Equestria. "Our new company facility in Equestria. This is a golden opportunity for Stark to make its mark in a land where very humans exist."

"It does make you wonder though, Tony," wondered Julia. "What good are we going to get out of having a facility in Equestria? For one thing, their currency is far different from our own."

"Of course their currency is far different from our own. Not everyone has American currency, Julia. And besides, we can also keep an eye on that threat that happening there."

"That goat dude, right?" asked Jim. "Gogar or whatever his name is."

"Grogar, Emperor Grogar," Tony corrected, walking back to his desk. "And the sooner we get this goat penned up, the better it will be. In fact, we're gonna need everybody involved in this, even those I don't have the best of relationships with."

This made both Julia and Jim look at each other with concerned glances. They knew Tony was right, they had to once again work together with those who had sour relationships with him. Those included Steve Rogers, Dr. Stephen Strange and even Peter Quill of the Guardians of the Galaxy.

"Look Tony," suggested Julia, putting her hand on her fiancé's shoulder. "Why bring them into this mess? I know you are trying to set an example for all of us, but do you really have to be that flexible? I mean, you and Steve haven't really been on the best of terms since…"

"I'm aware of that, Julia," interrupted Tony, looking back up at her. "But, I've slowly started to come to terms with what happened. Is Steve still a snake in the grass for keeping the truth from me about my parents? Well, yeah. But, part of me feels like I should forgive both him and his friend for keeping the truth from me. Will I invite him to our wedding? That remains to be seen."

Right away, both Julia and Jim could see that Tony was grappling with his inner feelings about once again working together with Steve Rogers. In time, they were going to have all put those differences aside and defend Equestria from this growing threat.

…

Meanwhile, back in Equestria, a pony drawn chariot pulled up to the Embassy of Wakanda that was among Canterlot's newly minted Embassy row. Inside the chariot was a dark skinned male, young and vibrant. But, he was no ordinary male, he was T'Challa, the young king of Wakanda.

"Welcome to Canterlot, my king," another dark skinned male said as he welcomed him by bowing to him.

"Thank you, Abu," replied T'Challa, motioning for hm to rise to his feet as two human bodyguards walked him towards the embassy gates. "I see our embassy is up and running according to my standards. This is a momentous time for our kingdom, my friends. Wakanda has opened the doors to another kingdom much like our own. But, most importantly, any word from S.M.I.L.E. on the demon goat?"

"Nothing yet, my king. We have not been able to get any reports for the past few days. As far as we are all concerned, he is probably biding his time."

Stepping into his embassy's office, T'Challa sat down and reviewed recent reports concerning his kingdom's embassy in Wakanda.

"Well, make sure we have our kingsguard ready to come here in case it is necessary. For that matter, have the Dora Tribe on standby as well along with the Border Tribe."

"Of course, my king. For that matter, shall I also have your loyal general on standby to leave as well?"

"Yes, along with Shuri. I need her technical advice if I so need it. If Emperor Grogar is anything like Thanos was, so help me God…"

Hearing this, Abu stepped out of T'Challa's office and left his king alone to do his work. In fact, tensions all across Equestria were running high.

…

At the same time, Grogar was watching from a balcony his donkey soldiers undergo intense training under Proxima Midnight. Those who were following her orders were spared her fury, those who failed to follow her orders suffered her wrath.

"Well," he remarked to himself as he watched. "Despite your feelings, you seem likely to serve me well, Proxima Midnight. You all will more than likely serve me well, in fact."

"Of course, we will serve you well," said Ebony Maw, who stepped into the throne room. "Just as well as we served Thanos."

As he listened to Ebony Maw, Grogar turned around and realized that Ebony Maw was going to serve him just as well as the others.

"But, there is something you should know my loyal servant," he said, much to the confusion of the alien creature. "That I will not be the only creature of darkness you will be serving."

"And who do you speak of?"

"Oh, you shall see, my friend," chuckled Grogar. "For you see, I have the power to bring souls back from the dead and make them serve me."

Slightly confused, Ebony Maw followed Grogar towards a cauldron with the face of a goat on it in Grogar's likeliness.

"What is that?"

"The Black Cauldron," replied Grogar. "This is a weapon that has the power to revive the souls that are considered too dangerous to be in the rule of Lord Satan. But, why don't we start small, shall we?"

Stamping his front left hoof, a pair of donkey soldiers brought the dead body of a pony from Celestia and Luna's army. Throwing the dead body into the cauldron, Grogar stood before it and once again chanting an incantation, the cauldron moved and with a sudden boom of dark magic, a giant claw emerged, followed by a loud roar and then a giant hulking body emerged revealing itself to be a grizzly bear with a scar on the left side of its face. Immediately, it climbed out of the cauldron and made it's way over to Grogar.

"Welcome back to the land of the living, Scarface," chuckled Grogar as the Grizzly Bear rubbed its head against Grogar's side. "Welcome back my loyal pet."

"This creature is your pet?" remarked Ebony Maw.

"Scarface is my companion and my enforcer," replied Grogar. "If anyone disobeys me, then they are a feast for him."

The scar faced grizzly looked up at the squid faced alien and licked his lips, causing him to recoil in slight fear.

"And that goes for you and your companions, Maw. Fail me, Scarface will kill you and send you back to Lord Satan's palace for eternity."

Heeding this order, Maw hastily bowed and stepped back, remembering the words his new master said of him. He didn't want to go back to the depths of hell and neither did his companions.

All that mattered to Ebony Maw was to avenge the death of his master Thanos in any way possible and he didn't care if he himself or anyone else that knew was to suffer along with him.

…

Meanwhile, having obtained all the information that had been given to her, Tempest Shadow and her companions followed Dr. Strange and Chancellor Neighsay through a portal and found themselves back home in Equestria…

Chapter 5: "Tempest Returns Home"

"I'm home," Tempest gasped as she and her companions followed Dr. Strange through the portal and stepped back into Equestria, standing right in front of Twilight's castle. "This…this is Twilight's castle. Why did you bring me here?"

"Because she needs you, Tempest," answered Dr. Strange, much to her shock. "It doesn't matter what others think. She gave you a second chance at friendship and now, you must repay her before the battle ahead."

Taking a nervous gulp, Tempest walked up the steps to Twilight's castle and knocked on the door three times.

"I think she's about to lose it," whispered Grubber to Hannibal.

"Pony nervous?" asked the dimwitted Storm Creature.

Just then, the door opened and rather than Twilight herself, it was Starlight Glimmer who answered the door. The former student of Twilight couldn't believe what she was seeing in front of her.

"Tempest?" she said with a shocked expression on her face. "What are you doing here?"

"I've…I've…"

"Who is that guy?" she asked, looking over Tempest's shoulder towards Dr. Strange. "You look like Sunset Shimmer."

But Dr. Strange said nothing, walking towards Starlight.

"Starlight Glimmer," he remarked. "I'm Dr. Stephen Strange, master of the mystical arts and a member of the Avengers. I've brought Tempest back and told her that she must accept…well, she'll tell you herself."

"I've come to accept Twilight's offer that I be her Captain of the Royal Guard," Tempest finally said, much to Starlight's shock.

"Um, Twilight's actually not here right now," stammered Starlight. "But, if you want to come in and wait…"

Without hesitation, Dr. Strange and the others teleported into Twilight's castle and together they would all wait for the Princess of Friendship to return.

"Now, feel free to make yourselves comfortable," said Starlight as she led them into Twilight's throne room where the friendship map was. "I'm running Twilight's school right now, but I'll return later."

Once Starlight left, all of them sat in the throne room to wait for Twilight to return.

"Anybody want anything?" asked Grubber. "I'm quite a cook."

"No thanks, hedgehog," answered Dr. Strange, taking a look at the map of Equestria. "This must be the Friendship Map where it sends you on friendship missions, yes?"

"Dr. Strange, how are you so all knowing?" wondered Tempest. "If you don't mind my asking."

But, the magic doctor didn't answer for he was entirely focused on the friendship map. Eventually, he did.

"One of the benefits of being a wizard, I guess," he said, turning his attention away from the Friendship Map. "I have the power to see into the future, Tempest and know the lives of every creature that lives on Earth."

"Did you happen to witness me conquer Canterlot?"

"Yes."

Tempest felt a sudden surge of guilt build up inside of her, but Neighsay was quick to sympathize.

"He saw my future too as well, Tempest," he said, placing a hoof under her chin. "So, I know the feeling."

"But, that doesn't matter right now," said Dr. Strange. "What matters is that you are instated as Captain of the Royal Guard as quickly as possible."

"But…are you sure about that? I still have to finish my training with Twilight's brother in the Crystal Empire."

"Ah yes," remarked Dr. Strange, nodding his head lightly. "The one who struck you because you turned his wife to stone."

Tempest suddenly began to think back to that moment when Shining Armor struck her out of anger because she turned Princess Cadence to stone.

"That I did deserve, to be honest."

"And I am sure you deserved a lot for your actions, but there really is no use for you to be punished further than you already have."

…

Just then, the sounds of hoofbeats were heard and the door to Twilight's throne room opened and Tempest sharply gasped as she and Twilight looked one another.

"Tempest…" gasped Twilight, her mouth dropped wide open. "You…you've come back."

The flabbergasted Princess of Friendship ran over to Tempest and the two mares immediately went into an embrace while Dr. Strange and the others looked on.

"Twilight," cried Tempest. "I had to come back, please understand."

"I know you did," replied Twilight. "It was only a matter of time."

Breaking apart from their embrace, Twilight then turned her attention to Dr, Strange.

"Princess Twilight," he said. "I'm Dr. Stephen Strange of the Avengers. I'm the one who convinced Tempest to return."

"Well, thank you for bringing her back to Equestria then. But, I think I know why you have come back, Tempest."

Tempest gulped nervously and realized that there was no use hiding from the truth.

"Twilight," she sighed. "I've come back to accept your position as Captain of the Royal Guard."

Upon hearing those words, Twilight felt a small tear trickle down the side of her face. She had been longing for this day to happen for a long time and now it was finally happening. Tempest Shadow, her former enemy, had come home to take the position that Twilight had been hoping for her to take for the longest time.

"Um, where are the rest of your friends?" Tempest asked and no sooner did she say those words did the rest of Twilight's friends enter the throne room. Some of them were at a loss for words upon what they saw before their eyes.

"Tempest?" asked Pinkie excitedly bouncing up and down. "You're back?"

"Guess so," remarked Applejack. "And so has your friends."

"Um, hi?" said Grubber nervously waving his paw. "Sorry for the sudden return."

"That's not a problem," said Twilight, interrupting the hedgehog. "Either way, it's good to have you back, Tempest."

Then, Twilight realized something of the utmost importance.

"But, doesn't Razzle Fizzle know that you've returned?"

"Who's Razzle Fizzle?" wondered Dr. Strange.

"Razzle Fizzle is my sister and somepony that I wound up hurting the most because of my actions," answered Tempest, looking back at Dr. Strange. "It…it would be nice to at least check in with her again along with the rest of my friends."

"The friends who abandoned you, Tempest?"

Tempest silently nodded and realized that she needed to pay her sister and her friends a hopefully less tense visitation.

…

Meanwhile, in a high school in Queens, NY, a young 15 year old teenage boy named Peter Parker sat outside the principal's office while several people were inside the principal's office talking about him. A few moments later, the door opened and out stepped Tony and a woman in her late 40s followed by the principal himself followed.

"Aunt May?" asked the boy, rising to his feet. "What's going on?"

"Mr. Stark has told me everything, Pete," answered the principal. "It appears that this will be your last day in this school, at least for the time being."

"I need you to help me get our new Stark offices running smoothly, kid," said Tony, placing a hand on Peter's shoulder. "I told where it's being built, right?"

"Equestria?"

"Bingo!"

"But, how? Isn't Equestria a fictional land from My Little Pony?"

"Fictional to some, yes, but to us, it's real. Of course, that doesn't mean you won't be getting away from your education."

Of course, Peter wasn't thrilled that this new position meant he was going to stop going to school entirely.

"I'm enrolling you for a short period of time at Princess Twilight Sparkle's school of friendship," continued Tony. "You'll go there for the day and then report to Stark's Equestrian offices in Canterlot afterwards."

"Think of this as a new opportunity for us, Peter," added Aunt May. "Besides, we need to have a clear state of mind after everything that has happened with that purple dude."

"You mean, Thanos?" remarked Tony.

"Whatever."

"But…I'm just going to be one person among ponies, Mr. Stark," stammered Peter. "Are you sure about this?"

"I can assure you, Peter, that you won't be the only human at the school of friendship."

Just then, they saw Julia Carpenter walking into the office with her teenage daughter at her side.

"Rachel?" wondered Pete, walking over to her. "You're…you're coming too?"

Rachel said nothing, but Peter could tell she was excited to go, yet she was also a little nervous. But, little did either of them know that more than just normal feelings were developing between both him and her.

"Then, it's agreed," said Tony. "We're heading off to Equestria."

Chapter 6: "Re-Enter the Guardians"

In the outer reaches of space, a sleek spaceship travelled at Mach 2 speed with a human male at the controls listening to his headset. Music that came from some group called the Spinners as he put it. Inside the ship were a green skinned human female, a muscular male alien whom never covered his top, a slender human female with two antennas sticking up, a racoon and a strange tree shaped creature who only said three words "I am Groot."

"All right, Guardians," the human male said to his assembled team. "Time to get your game faces on."

"Uh, why are we doing this again?" the racoon asked.

"It's a distress signal, Rocket. Someone could be in trouble," said the green skinned female.

"And besides, we're nice. Especially after most of us being turned to dust. We got to try and start being more nicer, right, Groot?"

The human male looked back towards the tree shaped creature, who immediately put away whatever object he was playing with.

"Good thing you put that annoying video game away," the human male further remarked. "Shows that you learned your lesson."

"I am Groot," the tree shaped creature said. "I'm Groot."

"Just be thankful he isn't a total d-hole like last time, Quill," added Rocket who looked intently at Groot as they neared an asteroid field. "Either that or he's trying to keep me from smashing it to pieces."

"Look at this," gasped the green skinned female as they came across pieces of a destroyed ship floating in front of them. "What in…? They…they're four legged."

"You're right," said the muscular alien. "They are four legged creatures that have strange markings on their behinds. They look like the creatures that are from my world."

Quill, the human male leader of the group, couldn't believe it either.

"Easy for you to say, Drax," he whispered. "They look as if they were attacked without warning."

Suddenly, one of the ponies' bodies landed on the windshield of the ship, it's eyes wide open and rolled back, a clear sign that he was dead.

"Get it off! Get it off!" cried Rocket, waving his paws in shock and fear. "Wipers! Wipers!"

Suddenly, before the wipers could be activated, the guardians all heard the sounds of evil laughter surrounding their ship.

"Shh, quiet!" whispered Quill. "Listen, do you hear that?"

"It sounds like an evil soul," said the female creature with the two antennas. "That has been floating around space."

The sounds of the laughter grew louder and louder, causing a sign of growing fear among the guardians.

Then, it happened from out of nowhere. Almost as if they were hit by something, their ship began to spin around sharply.

"What was that?!" cried Quill as he and Rocket tried to control the ship. "What just hit us?!"

"I don't know, but I'm getting sick!" yelled Rocket.

"I am Groot! I am Groot!"

"Get the thrusters going, Gamora!"

"They've been knocked out!"

"Oh, Jesus…"

Suddenly, they were spinning around in a reverse direction as they neared Earth's atmosphere. But, they were too distracted and disoriented to notice. The fast spinning knocked all of them out and soon, their ship rocketed through the sky, crashing down and down before hitting the surface with a loud Earth-shattering thud.

…

Meanwhile, the kingdom known as the Crystal Empire was going about its business when they suddenly felt the effects of the thud, causing all of the buildings and structures to shake.

"What in Equestria?" cried Princess Cadence, who was knocked off her throne by the rumblings. Just as quickly as they began, however, the rumblings stopped. Dashing into the throne room, her husband Shining Armor raced towards his wife, helping her to her feet.

"Cadence, are you okay?" he asked worriedly.

"I'm fine," gasped the Crystal Princess, picking up her discarded crown and placed it on her head. "Any idea where that came from?"

"I'm just as confused as you are, dear."

"Where's Flurry Heart?"

No sooner did Cadence say that did their daughter came flying into the throne room, her large face filled with terror as she threw herself into her mother's forelegs.

"It's okay, Flurry, it's okay," whispered Cadence, trying to calm her alicorn foal down. At that moment, Sunburst, Flurry's crystaller came dashing in. "She's okay, Sunburst."

"Thank goodness for that," remarked Sunburst, trying to catch his breath from running so fast. "It just came out of nowhere, like any other earthquake."

Right away, Cadence began to think that this was likely no ordinary Earthquake.

"Earthquakes are pretty rare in the Crystal Empire," she said. "But, we can't take this lightly. Part of me is saying that this was no ordinary earthquake. Shining Armor, we need to send out a patrol to investigate what is going on."

"One step ahead of you, Cadence," said Shining Armor, motioning for several of their guardsponies to make their way into the throne room. "I need some of you to patrol and find out the source of the earthquake. The rest of you stay here and check for any damages, understand?"

Saluting their leader, the guards did as they were told.

"I'd better go with them, so I can see whatever happened for myself," remarked Shining Armor, much to Cadence's worry. "Are you two going to be all right?"

Like a good wife, Cadence showed her worry for her husband.

"Yes, but please be careful," she pleaded, hugging her husband before watching him dash out of the throne room.

…

Racing out of the Crystal Empire, Shining Armor and several of the Crystal Empire's guards followed the ripple effects from the quake and were stunned by what they saw.

"Hold it!" called Shining Armor as they came across the damaged spacecraft. "What in Celestia…?"

The guards aimed the horns at the craft as a precautioned while Shining Armor slowly walked towards the damaged ship. Being the cautious pony that he was, he was preparing himself for whatever was coming his way.

"Keep your horns aimed!" he called, raising a hoof to his platoon before carefully reaching the handle to the craft's door. Suddenly, he heard a faint moaning noise from inside. "There's somepony in here!"

He listened again and then, he heard more faints. Finally, he heard a faint voice.

"Help…help…"

"Get over here!" shouted Shining Armor and the platoon raced over to the ship. "There is more than one in here!"

Immediately opening the door to the ship, Shining Armor and two of the guards peeked inside the ship and saw the Guardians of the Galaxy, either knock unconcisous or were semi-concisious.

"What do we do, Prince Armor?" asked one of the guards, thinking that these creatures posed a danger. "Do we help them?"

"Please…please, help us," groaned Quill, weakly looking up at Shining Armor, who realized what needed to be done.

"We help them," said Shining Armor, firmly. "Get the rest of the platoon and maybe some back up, if necessary. These creatures need help fast."

…

Meanwhile, the earthquake wasn't reserved for the Crystal Empire as the sun rose for another day in Equestria. Aboard the Friendship Express, the train carrying Tony Stark, Peter Parker and the Carpenters arrived in Canterlot, but they too felt what happened.

"Tony, any idea what was that?" Julia asked as they got off the train and onto the platform.

"I don't know, Julia," answered Tony. "This isn't like California, you know. As far as I'm concerned, it was probably just some random phenomenon."

"Either way, we should find out what it is, Mr. Stark," suggested Peter. "Maybe something crash landed here or something."

Immediately, Tony pressed a button on his chest and attempted to get in touch with his Artificial Intelligence.

"HOMER," he said. "Can you find anything on any earthquakes in Equestria?"

"I'll see what I can do, Mr. Stark."

So they waited and waited for any news. Finally, about 10 minutes later, HOMER reported.

"There has been a crash in the nearby Crystal Empire," explained HOMER. "Apparently, it is a ship of intergalactic origin."

Realizing that something was amiss, Tony realized what he needed to do.

"Julia, I'm going to the Crystal Empire to investigate what's going on," he said. "Take Peter and Rachel to Twilight Sparkle's castle."

"Mr. Stark, I should go with you…"

"No Pete, stay here because I don't know who are what this craft is."

Pressing the button on his chest again, Tony morphed into his Iron Man armor and took to the air, determined to find out who or what crash landed on Equestria…

Chapter 7: "King Sombra's Ghost"

Tony flew as fast as he could, searching for the Crystal Empire despite the fact that he had never been in Equestria before. He was determined to find the crash site at all costs.

"HOMER, have you pinpointed the location yet?" he asked as he flew into the snow driven winds of Equestria's frozen north.

"Not yet, Mr. Stark," answered HOMER. "The weather up here is quite different than what it is back home."

"It's only a little snow, HOMER. Toughen up, will you?"

For several more minutes, Tony kept flying through the snow and then finally, he reached the wreckage where Shining Armor and his platoon continued to extract the guardians of the galaxy from the wrecked spacecraft. Noticing Iron Man coming into land, Shining Armor immediately went into defense mode, aiming his horn right at him.

"Hey, hey, hey!" Tony cried, motioning for Shining Armor to stand down. "I…come in peace."

But, Shining Armor wasn't buying it. As far as he was concerned, Iron Man was a threat to Equestria.

"You're about to leave in pieces," he said as several more Crystal guards aimed their horns and weapons at Tony.

"Look, there is no need for violence, pal. I'm just here to investigate the earthquake that happened this morning. If I take my helmet off, would it make you and your troops stand down?"

Not totally convinced by this, Shining Armor motioned for his platoon to stand down as Tony removed his Iron Man helmet.

"I'm Tony Stark," he said. "I'm also Iron Man. I've come to help you recover from what happened here. What happened here?"

"This ship crashed and caused an earthquake," answered Shining Armor. "What are you doing here?"

"I'm really here to expand my company, Stark Enterprises into Equestria, but I'm also here to help fight against the return of the goat dude."

This caused some of the platoon to become confused.

"I'm the leader and benefactor of the Avengers."

Hearing this, Shining Armor and the platoon were stunned and amazed.

"Then…you are the ones we were told about that were coming to Equestria," answered Shining Armor. "But then…who are these that we have rescued?"

Tony walked over towards the stretchers bearing the injured occupants and looked down to see Quill, weakly trying to keep his eyes open.

"Oh, Christ," Tony whispered. "Quill."

"T…Tony," Quill whispered back weakly. "So, we meet…again."

Tony couldn't help but feel somewhat sentimental at this, especially after Quill and most of the Guardians had been among those affected by Thano's finger snap.

"Yeah, especially under these circumstances."

Before they could say another word, they were all led away on the stretchers while Tony watched. As far as he was concerned, Tony's attitude towards the guardians of the galaxy was mellowed.

…

Meanwhile, the effects of the Guardians' ship crashing were being felt at Twilight's castle with the castle shaking at the effects of what had just transpired. Of course, they were not the only ones noticing what had happened.

"Well, that was a way to be woken up," said Spike, groggily as he tried to brush his teeth in the bathroom mirror which was already cracked by the earthquake. "If this is Emperor Grogar's work…"

"It's not his work, Spike," interjected Twilight, who overheard her assistant muttering in irritation. "If Emperor Grogar had been behind this earthquake, then the damage would have been much worse."

"If not, then who?"

No sooner did Spike say that did Tempest walk down the hallway past the bathroom.

"Twilight," said Tempest. "Has anypony heard about what happened?"

"The earthquake, no," replied Twilight. "What are you planning to do?"

"I need to see if Razzle is all right," she said, firmly.

"Of…of course, Tempest. Go do that."

Acknowledging this, Tempest immediately left to check on her sister while Twilight and Spike continued to pick up the pieces of the earthquake's impact on the friendship castle.

Meanwhile, Dr. Strange and Chancellor Neighsay were in Twilight's throne room looking through maps of the past and future to find out what was happening.

"Something tells me that the Guardians of the Galaxy have arrived in Equestria," said Dr. Strange, looking through a map of past events. "They were attacked by a spirit of a pony whose heart was black as night."

"You mean King Sombra, right?" guessed Chancellor Neighsay.

"If that is what whom you are referring to, then yes, it is him. According to the past, he was a despot who ruled over the Crystal Empire until he was overthrown. He tried to return recently, but was quickly killed by the Crystal Heart powered by the new ruler, Princess Cadence."

"You must really know the history of all creatures then?"

"I do, Chancellor," said Dr. Strange, causing the map to disappear. "Why do you think I took you under my wing to begin with? Because we both have the power to look into the past, present and future."

Neighsay then began to notice Dr. Strange looking despondent.

"What is it, doctor?"

"It's just that the Guardians of the Galaxy were among those who fought alongside me and Tony Stark against Thanos on the planet Titan. I didn't want the future to show me that this encounter would be in this manner, but I didn't have a choice. At least, they survived."

Suddenly, Dr. Strange felt himself start to vibrate wildly much to the shock of both him and Neighsay.

"Dr. Strange, what's happening?" cried Neighsay.

"I'm…getting…a…vision…that is…about to happen…"

The vibrating continued for several more minutes before Dr. Strange stopped vibrating.

"What is it? What did you see?"

"The spirit that attacked the Guardians," said Dr. Strange, a concerned look deep in his face. "Is about to ally with Emperor Grogar."

…

No sooner did Dr. Strange say those words did at that very moment, Grogar stood in front of his black cauldron.

"The time has come for you to return to me, my friend," Grogar laughed, as he began to once again chant his spell of resurrection and swinging his bell back and forth. "Bring me a sacrifice!"

Two donkeys brought forth another dead pony soldier from 1,000 years ago and threw it into the cauldron. Continuously chanting, Grogar watched with delight as the dark spirit emerged from the cauldron in the form of a gray colored unicorn, his horn red as flame and a long flowing cape was tied around his neck. His hooves were donned with metal armor and a metal choker was also around his neck. Grogar laughed in delight once the pony emerged.

"After 1,000 years, I have returned," the pony growled.

"Welcome back to the land of the living, King Sombra," said Grogar as he and Sombra embraced warmly. "My friend and neighbor."

"Thank you, my emperor," replied King Sombra. "For so long, my spirit was drifting into the outer reaches of the galaxy and now that my power has returned. Now that I have returned, the Crystal Empire will soon be mine once more."

"If you help me achieve what I desire, my friend," advised Grogar. "Then I shall help you achieve what you desire, sort of like us scratching each other's backs, if you will."

Hearing those words, Sombra laughed evilly for he knew that working with Emperor Grogar was a dream come true. Little did he suspect, however, that he would soon not be the only enemy of Equestria that would be recruited into Grogar's ranks…

Chapter 8: "Spider Man Joins the Friendship School"

With Equestria reeling from the earthquake caused by the Guardians of the Galaxy crashing on it, Tempest immediately made her way over to Canterlot towards the home of her sister, Razzle Fizzle. Like the Crystal Empire, Canterlot had also seen some damage from the quake.

"Razzle? Razzle?" cried Tempest, hastily banging on the door of her sister's home. "It's me, Fizzlepop! Open up!"

Just as soon as she had been standing there, Tempest was amazed at how quick the door opened. There stood Razzle Fizzle, clearly shaken up by the events that had just transpired.

"Fizzlepop, oh thank Celestia!" she cried, throwing herself onto Tempest. "You've come back!"

"I did, Razzle. I've decided to accept the offer of becoming Twilight's captain."

This caused Razzle to back away in surprise.

"What? Why? I thought that…"

"Because I was told it was my destiny, Razzle," answered Tempest as Razzle allowed her to come inside. "Some strange human told me."

"What human?"

"Some strange creature who calls himself, Dr. Stephen Strange, I guess. He just popped through a portal and told me I had to become her captain of the royal guard."

"After all you had done to Equestria?"

"I've put it behind me, Razzle. It's time to move on and prepare for the fight ahead."

"What fight?"

"More like a war against the Emperor Grogar and his kingdom, Tambeleon. But, it's too hard for me to describe it to you right now."

The two sisters could only just sit on the sofa and wonder what was going to happen to next. Nevertheless, they realized the further gravity of the situation.

…

Meanwhile, Julia accompanied Peter Parker and her daughter, Rachel, towards the School of Friendship. The aftershocks of the earthquake had also damaged parts of the school with its students trying to pick up the pieces. However, that didn't stop two of the students

"Hey," said a young bluish/green changeling while she and a light pink hippogriff tried to reposition a portrait of Twilight on her coronation day. "Who is that?"

"Uh, three centaurs without the horse body," answered the hippogriff. "Wonder if they are also hippogriffs too."

"If they are hippogriffs, then maybe they can change shapes or something, Silverstream," remarked the young changeling. "Guess, we'll find out eventually."

Just then, Julia and the two teens approached the two creatures, getting their attention.

"Uh, excuse me?" Julia asked. "Do either of you know where the headmaster's office is?"

"You mean, headmare Twilight?" asked the changeling. "Her office is the next level up. I'm Ocellus and this is Silverstream. We're two of the students here."

"Are you three centaurs?" asked Silverstream, much to the awkwardness of the three humans as the hippogriff looked over them. "Where are your horse bodies?"

"Uh, what?" remarked Peter. "We're not centaurs, we're just ordinary people. I'm Peter Parker and this is Rachel Carpenter, we're temporary going to be students here."

"And you must be…"

"Julia Carpenter, Rachel's mom and Tony Stark's wife."

This caused Ocellus to become excited.

"You mean Tony Stark, the creature who is leading the charge against Emperor Grogar?"

"Yeah, he's my husband and Rachel's stepfather. Thanks for the directions."

Julia led her daughter and Peter away from the two creatures, but even as they left, Ocellus couldn't help but become more enraptured by the presence of these three humans.

…

"Hey, haven't you notice how awkward that was, mom?" Rachel remarked. "I mean, that bug certainly seemed interested by us."

"She probably hasn't anything like us before, but don't let it get to you, honey," Julia reminded. "Besides, I think this is going to be a good change for you given what has been happening at your old school."

"What is happening at your old school?" Peter asked.

"I…don't want to talk about it, Pete," replied Rachel.

"Mrs. Carpenter?"

But Julia silently nodded to Peter, acknowledging that Rachel didn't want to talk about her issue. At that moment, the three of them saw Twilight walking towards her office, still disheveled following the quake.

"I apologize for my lack of good appearance," she muttered, seeing them. "Got affected by the…ahem…earthquake. Anyways, you must be the humans that are temporary enrolling here. I'm Twilight Sparkle, headmare of the school of friendship as well as the princess of friendship."

"Name's Peter, Peter Parker."

"I'm Rachel Carpenter, Headmare Twilight," gulped Rachel nervously.

"Is everything okay, Rachel? You seem a little…"

"Nervous? Just a little bit, but I'll be fine."

"Don't worry about it," reassured Twilight as they walked into the office. "All of us here at the School of Friendship are friends and you can be just as free to be yourself. So, what we're going to do is that I will take you both in one at a time to enroll you and then you are part of the school. Peter, you're first."

Looking back at Julia and Rachel, Peter walked into Twilight's office and the alicorn princess shut the door behind him. Right away, Peter could tell that this wasn't going to be just any ordinary intake. Then again, he was somewhat expecting it to happen.

"So you know why you are really here?" Twilight asked, gesturing for Peter to sit down in front of her.

"Yeah, Mr. Stark told me that I really need to be here because of Emperor Grogar, right?"

"Yes. But, just because you are here to help us fight him doesn't mean that you give up on your education entirely."

Peter then turned around and looked back to the door.

"It sucks that I have to stay in school, but I understand. But, doesn't Julia know about this as well? If so, if she is here fighting with us, why is Rachel here?"

"She didn't want her daughter to be alone, that's all. In fact, Julia is very protective of her."

"Who told you all about us?"

"After the Storm King invaded Canterlot, S.M.I.L.E. was formed to track down creatures who posed a significant danger to Equestria. Right away, they started tracking down Grogar and his kingdom of Tambeleon. We aren't enough, Peter. Me and the other princesses need you and the rest of the Avengers to help us fight this evil. Will you help Equestria?"

It didn't take long for Peter to give an answer.

"Yes, I will," he answered firmly. "Because I've always said that you can't be a friendly neighborhood Spider Man if there is no neighborhood. And right now, this home of yours, Equestria, is that neighborhood."

"Very well," said Twilight. "You best prepare yourself for the fight ahead, Peter. Because Grogar will not rest until he gets what he wants."

…

With this in mind, Peter stepped out of Twilight's office and as Rachel went in next, he looked over at Julia and the two humans who shared similar powers looked at each other intently.

"Did you accept your fate?" Julia asked.

Peter said nothing to her and instead continued to walk away.

The youngest Avenger had accepted his fate and prepared to play his part in the growing war ahead.

…

Meanwhile, the Guardians of the Galaxy had been taken into the Crystal Empire and placed in a large room within the castle where doctors and nurses tended to them. Just then, Quill opened his eyes and looked around to see where he was.

"What the hell?" he whispered. "Where are we?"

He and the rest of the Guardians would find out soon enough….

Chapter 9: "Tirek and Cozy Glow Escape Tartarus"

While Emperor Grogar and King Sombra were building their forces for war against Equestria, in the dark confines of Tartarus, two strange bedfellows in two separate cages were continuing to make themselves acquainted with one another. The centaur in the larger cage was forced to become neighbors with his cellmate in the small cage, a Pegasus filly with a cutie mark in the form of a chess piece. They had only been together for a short time, yet somehow could understand each other perfectly.

"Cozy Glow," said the centaur, looking over at the Pegasus filly. "I can't help but wonder, why are you so silent all of sudden? You want to be friends with me and yet, you don't want to speak to me."

"It's not that, Tirek," replied Cozy Glow, looking back at the centaur. "It's just that, with every time I think about escaping, I always come to the thought that I would get foiled again."

"That's because you want to accomplish your goals alone and look where it got you, a spot next to me with only Cerberus for company. Yes, I know you want to accomplish your goals, but we can't do it alone. We need help to accomplish our respective goals."

"You mean, if I am to become the Empress of Friendship, I need to have help from an Emperor?"

"Of course, my protégé. Grogar has often been considered a role model for me and I am sure he could be just as big of a role model for you as I am."

Cozy Glow considered this option. But, at the same time, it was also a revelation inside of her. Tirek was right, she couldn't accomplish her goals alone. She wanted to do whatever it took to finish what she set out to do to begin with.

"How…how can we contact him? We're in Tartarus, and it's likely the guards aren't going to let us make any contact with anycreature in Equestria."

"Yea of little faith," chuckled Tirek. "You still have so much to learn in such a short amount of time. Watch and learn."

Trying activate whatever power he had in his horns, Tirek attempted to cast a communication spell to Grogar. But, tried as he might, he felt too weak to do it.

"What's wrong, Tirek?" asked Cozy Glow, worriedly glancing at her mentor.

"I'm…I'm too weak, Cozy Glow," gasped Tirek, panting loudly. "It's been a long time since I had consumed any magic of any kind."

"Well, why don't you take some of the magic from the other prisoners? I am sure that Twilight and her friends used the same tactic when they escaped from here."

Once again gaining another idea, Tirek turned over towards the creatures that were also caged below him and Cozy Glow. Taking a deep breath, he aimed at the various creatures and slowly absorbed their magic. The creatures growled and roared as they felt their powers being drained from their merged bodies. Once drained of their magic, they were reduced to being the creatures that they were formed from.

Having consumed their magic, Tirek felt himself grow slightly. But it wasn't enough.

"Is it enough?" Cozy asked.

"No," Tirek answered, his voice slightly deeper. "I need more magic in order to escape. I need pony magic."

Just then, Tirek and Cozy noticed several of the pony guards walking by, only to have their attention caught by the sight of the drained creatures.

"What happened here?!" cried one of the guards, but before they could react, Tirek again activated his magic draining abilities and drained the unicorn pony guards of their magic, causing them to fall over, powerless. Seeing this before her eyes made Cozy Glow squeal with delight.

"Now, my protégé," laughed Tirek. "Shall we make our way out?"

Nodding in reply, Cozy watched as Tirek ripped the bars off of his cage, letting out a loud roar in the process loud enough for all of Tartarus to hear. Hearing his roars, several pony guards attempted to investigate and immediately went into battle mode upon seeing the freed Tirek. Letting out a loud roar, Tirek drained the guards of their magic, also causing them to collapse.

"Yes, lets!" laughed Cozy Glow, the bars of her tiny cage being ripped out by Tirek. Storming through the cells of Tartarus, Tirek and Cozy Glow attempted to make their way towards the exit, only to have Cerberus standing in their way. However, much like all the others, Cerberus was also drained of his magic, being reduced to three separate dogs.

With all their obstacles quelled, Tirek and Cozy Glow broke through the doors and escaped Tartarus.

…

Meanwhile, back in Tambeleon, the doors to Grogar's throne room opened as Proxima Midnight came in with a pair of donkey warriors, dragging them by their ears. The demonic goat looked down at the two donkeys and gave a disapproving glance at them.

"What is the meaning of this?" he demanded.

"These pathetic soldiers are slow to keep up with the others," Proxima explained, throwing them at Grogar's feet.

"So, you say," Grogar remarked getting up to his feet and walking down towards them. "Explain yourselves."

"Sire, please hear us out. We've been out of practice," pleaded the first donkey. "And we aren't as strong as we used to be."

"What he said," added the other donkey, but Grogar was having none of it. "Please, give us more time and we will…"

"SILENCE!" Grogar roared, stamping his front left hoof down hard. "You idiots are supposed to be getting stronger, not weaker! All your fellow donkeys are in fighting shape, yet you are not like the rest."

"Please, give us time…"

"QUIET!" Grogar roared again. "I have spoken."

The two donkeys whimpered with fear as Grogar looked down menacingly at them.

"I will not tolerate slackers and only those who are in fighting shape can earn the ability to stay alive. You two lack that ability, so now you must pay for your stupidity with your lives."

Shaking with fear, the donkeys watched as Grogar rang his bell and with a low growling sound, Scarface emerged from the shadows, slowly advancing towards the donkeys.

"Scarface," laughed Grogar, pointing over to the donkeys. "Time for dinner."

Letting out a loud roar, the savage Grizzly Bear leapt onto the donkeys and with Grogar and Proxima Midnight watching devoured the two donkeys, their screams for mercy drowned out by the bear's loud roars. Once their corpses had been devoured, Grogar activated yet another spell that caused their bodies to disappear.

"Worthless fools," muttered Grogar, he and Proxima unfazed by what had just happened. "Any donkey who isn't in fighting shall the suffer the same punishment, Proxima. Is that clear, Proxima?"

"Yes, my emperor."

"Good, now go, you are dismissed."

Saluting her emperor, Proxima left the throne room as Grogar turned his attention towards Scarface.

"How was your dinner, my pet?" he laughed with Scarface acknowledging his master with a small growl. "Very good, you shall grow even stronger with every pathetic creature you devour."

Just then, the sounds of footfalls came towards the throne room and a donkey soldier came running in.

"My emperor," he said, bowing to Grogar. "There has been an escape from Tartarus."

"Who has escaped?" he asked.

"Lord Tirek and his protégé, Cozy Glow."

Hearing this made Grogar laugh with delight. To him, this was another chance to grow his alliance. He already brought Sombra to his ranks and Tirek would be the latest.

"Bring them to me at once," he ordered. "And tell Sombra to come here at once."

"Yes, my emperor."

"Very soon, my pet," Grogar said to himself as he walked over to Scarface and rubbing his head against him. "We will wage all out war on Equestria and I will achieve my ultimate goal of making Equestria a part of my kingdom."

Grogar then proceeded towards a glass case with a metal gold glove inside with shapes on it in the shapes of the Elements of Harmony themselves.

"Very soon indeed," he laughed loudly. "Very soon indeed."

…

Chapter 10: "Help from Wakanda"

"What do you mean they escaped?!" shouted Celestia in her royal Canterlot voice to a messenger pony, her rage thundering upon learning that Tirek and Cozy Glow had escaped from Tartarus. "Why didn't you stop them?!"

"And why is Tirek draining magic?!" added Luna also speaking in her royal Canterlot voice. "I thought his ability to drain magic was disabled."

"I…I…I'm not sure, your highnesses."

"Be sure that there will be consequences for this blunder for your superior and the rest of you, is that clear?" seethed Celestia, the anger in her voice scaring the messenger pony back towards the door. "Now go!"

Nervously saluting them, the messenger pony left as Celestia angrily fired a blast of magic into the ceiling of the throne room.

"I can't believe this is happening, Luna!" she cried, stepping down from her throne in anger. "How in the name of Equestria did Tirek regain his powers?"

"Something clearly must have happened inside Tartarus, sister," remarked Luna. "And I intend to find out how and why this managed to happen!"

But, Luna's words didn't sit well with Celestia. She was angry, she was furious at this atrocity. The fact that Tirek had escaped along with Cozy Glow was not sitting well with her.

"I myself put Cozy Glow inside Tartarus, sister," continued Luna. "And I intend to put her back in the same way."

"If it's war you want Grogar," seethed Celestia, snarling under her breath as she fired another blast of magic at a stained-glass window, shattering it. "Then war you shall have."

…

Just then, the doors to the throne room opened once more and the sisters were caught off guard by what had just happened.

"Your highnesses," called a herald, catching their attention. "His highness, King T'Challa of Wakanda wishes to speak with you."

The two sisters quickly calmed themselves down as T'Challa stood in the throne room, feeling somewhat awkward by what had happened.

"Oh, uh, excuse me," stammered Celestia, both her and Luna feeling slightly embarrassed by their behavior. "Forgive us, T'Challa. We didn't know that we were expecting you."

"I'm sure someone close to you must have told you that I was coming," he said, approaching the two sisters. "I have good news."

"And what is that?"

"Approximately 1,000 of my kingdom's soldiers are on their way here to Equestria to aide you in the growing conflict with Emperor Grogar."

This news caused the sisters to calm down slightly, yet their anger continued to boil.

"Furthermore," added T'Challa. "I have also come to introduce you to a warrior whom I recently appointed as one of my generals for the battle ahead."

"Who, pray tell?" wondered Luna. "Whom is it that you wish to introduce us to?"

Looking back to the door of the throne room, T'Challa motioned for the individual to step forward, a human dressed in metal with long black hair and a metal left arm while also wielding a long range gun.

"Princess Celestia, Princess Luna," said T'Challa. "This is James Barnes, the White Wolf."

The metal armed human bowed to the two sisters, much to their shock and surprise.

"You can call me Bucky," remarked Barnes. "That's what everyone calls me."

"Of course," chuckled Celestia, motioning for him to rise. "So, you have been appointed as a general to King T'Challa, yes?"

"I have. King T'Challa gave me a second chance when others were unable to. As for my military background, it is compromised as a veteran of the second world war."

Celestia couldn't help but feel slightly touched by this statement.

"I take you have experienced the war."

"Yes, I actually severed relations with Germany and banished their ambassador from Equestria as punishment for the atrocities they were causing. 2,000 soldiers from Equestria were killed in the war."

"I'm sorry to hear that. I can assure you that I will do whatever it takes to help you win this war. I swear it."

"Thank you for your commitment, Bucky," said Celestia. "I can assure you that you are more than willing to lay down your life for the good of Equestria. King T'Challa."

"Yes, Princess Celestia?"

"When your warriors arrive, have them stationed within a 50 mile radius of Canterlot. There is no denying the fact that Grogar will want to strike as quickly as possible."

"I'll do whatever I can, Princess," the King of Wakanda replied as Celestia dismissed both him and Bucky from the throne room.

At the same time, Luna was also beginning to become enraptured with King T'Challa himself. She couldn't help but become attracted to him and it showed.

"Sister?" Celestia asked, noticing her sister's gaze at the dark skinned human king. "Luna? Luna!"

"Um, uh, sorry big sister," stammered Luna. "I just was…"

"Enraptured by King T'Challa, I see? Well, try to keep your feelings for him contained."

This caused Luna to stammer in shock and disbelief.

"What…what are you saying, Celestia? You sound like I have feelings…"

"No, but I can tell that you want to become friends with him on a more personal level. I know you aren't the most patient, but you must give it time. Besides, we have to focus on the growing war ahead."

The Princess of the Night was bewildered by this statement, however she knew her sister had a point. They had a growing war to focus on and any other diversion would result in even more severe consequences than Tirek and Cozy Glow's escape from Tartarus.

…

Meanwhile, T'Challa and Bucky were making their way from Canterlot castle back to the Wakanda Embassy and reflecting the visit from their perspective.

"They seem to like me as one of your generals," remarked Bucky. "I mean, in a good way, of course."

"Mr. Barnes, I know you are capable of fighting prowess that is unlike anything Wakanda has seen before. After all, I know you will never stop thanking me for giving you a second chance."

"Well, I am pretty sure that will stop eventually. But, its just that after Steve and I have been through along with the rest of our faction, I've often questioned myself at times, will we ever convince Tony that I was brainwashed into killing his parents?"

"Over time, you managed to convince me that you didn't kill my father, Mr. Barnes," remarked T'Challa. "I've learned that I cannot let vengeance consume me in a manner that could prove costly in the end. Mr. Stark must learn to let go of his past if we are to help this nation win its war."

…

Meanwhile, Tony sat outside a room in the Crystal Empire's main hospital where the Guardians of the Galaxy were being treated for their injuries. Shining Armor came out of the room and sat down next to Tony.

"They can be ready to talk in a little bit, Tony," said Shining Armor. "You all right?"

"Yeah," Tony muttered, rubbing his hand in his face. "It's just that…I don't know what's up, but I've been fighting a growing war with myself lately."

"What kind of a war?"

"A civil war between my good and bad consciences. I'd go into detail, but you wouldn't understand, Prince Armor."

Just then, the door opened and a nurse pony came out.

"Mr. Quill is ready to talk, Mr. Stark," she said and Tony sighed as he got up and made his way into the room where the Guardians were being treated for their injuries.

The reunion between Tony Stark and Peter Quill was about to begin…

Chapter 11: "A Tense Reunion"

Tony Stark walked into the hospital room looking down at the injured Guardians of the Galaxy. But he had his eyes on Peter Quill, their leader.

"So, we meet again," Tony said as he walked towards the bed that Quill was laying on. "You lying here on a hospital bed with the rest of your friends. What happened this time?"

But Quill said nothing. For he could well remember how much of an ass Tony was when they fought Thanos on Titan.

"Hey dipshit, I asked you a question."

"Come on," Quill whispered. "Must you be like this? We just got attacked by some invisible force and you decide to kick us while we are down? I'm sorry if I cost us…"

Before Quill could finish his sentence however, he felt a sharp pain from the injuries he had sustained. A nurse pony took notice and attended to him.

"Chances are," Tony remarked. "You couldn't control your anger and yet…while I am justifying in my anger towards you, I can understand why you would be angry."

"Oh…so you understand?" Peter snapped weakly. "That I couldn't bear the thought that Thanos would kill Gamora, the love of my life?"

Quill weakly turned his attention back to Gamora, the green skinned creature that was the love of his life.

"Listen, I get that you were upset. But your anger costed us a chance to defeat Thanos once and for all. Why couldn't you control it?"

"Does it really matter if I could change the past, Tony? Does it? Look, all that matters is Gamora is alive…nothing more. Look, I'm sorry if I costed us a win against Thanos, but take it from my perspective, will you? How would you feel if you would lose the love of your life?"

This made Tony think back to when he was drifting in space following the loss to Thanos. He had lost everything close to him including his protégé and the chance to hold Julia in his arms again. Every single word he had spoken to the damaged Iron Man helmet he was wearing was still playing in his mind like a broken record.

"This thing on?... Hey, Julia. If you find this recording, don't feel bad about this. Part of the journey is the end. Just for the record, being adrift in space was your promise of rescue is more fun than it sounds. Food and water ran out four days ago. Oxygen run out tomorrow morning. And that'll be it. When I drift off, I will dream about you. It's always you."

"Well? Answer my question, Stark. Would you control your anger if a mad titan would end up taking the love of your life away?"

Sighing heavily, Tony sat down at the edge of Quill's bed, looking at him right in the face.

"I wouldn't control it, Quill. You're right about that. But I was leading all of us in the fight against Thanos and my plan was simple: retrieve the Gauntlet and beat him into submission. If there is ever a second chance that we would work together fighting this Emperor Grogar, maybe you can redeem yourself."

Hearing this made Quill think that Tony had a point. He was right, there always was a second chance to clear up the mess he had made in allowing Thanos to get a win against the Avengers.

"Partially, I think he's right," said a weak voice that belonged to Drax the Destroyer, trying to look at Quill in the eyes. "There is always a second chance, Quill."

"Mr. Clean's got a point there."

Quill turned his eyes up to the ceiling and considered the fact that he could get himself a second chance. But, the question was, would he?

…

Meanwhile, Tempest Shadow and Razzle Fizzle continued their visit while Tempest helped her sister clean up from the earthquakes as a result of the Guardians crashing in Equestria.

"Emperor Grogar?" gasped Razzle Fizzle. "Are you sure he has returned, Fizzlepop?"

"I'm very much certain, Razzle," replied Tempest, looking down at a picture of her as a filly before her encounter with the Ursa Major. "Everything that I was told about him from Dr. Strange is due to come to pass eventually. If the Storm King was dangerous, then Emperor Grogar is just as dangerous. The only difference is the Storm King was more of an amateur whereas Grogar is not."

Tempest placed the picture back on the shelf and proceeded to go about helping her sister clean up the mess.

"Don't you see, Razzle? If I become Princess Twilight's royal guard captain, I can give myself the chance to fully redeem for my actions in the eyes of Equestria."

"I…I can see that, Fizzlepop," stammered Razzle Fizzle. "But, are you certain that it will work for you? I mean, what difference it will make? You could be killed in the fight ahead or else."

Clutching her sister's hooves tightly, Tempest looked at her sister intently right in the face.

"If I die, Razzle, I die a hero," she said firmly before pulling her sister into an embrace. As she hugged her sister, Tempest felt a small tear forming in the corners of one of her eyes. Although she was more than willing to lay down her life for the good of Equestria, she had a fear, a fear that she couldn't get rid of from her mind.

…

Over at S.M.I.L.E. headquarters, Fury Swipes was in his office when a series of loud knocks were heard, interrupting whatever work he was working on. A human female with short blonde hair and dressed in a black pantsuit walked into the office.

"What is it, Romanoff?" he asked, startled from being interrupted. "Can't you see that I am…?"

"It's urgent, Fury," she interrupted. "One of the shuttles we launched ended up being destroyed."

This caused Fury to drop whatever he was doing and race out of the office, following his agent towards the command center, where all the agents on duty were frantically trying to reach out to the shuttles.

"When did this happen?" demanded Fury. "I want answers!"

"About 18 hours," replied Agent Sweetie Drops, approaching the cat like creature. "It's no doubt that it is the spirit of King Sombra."

"That is now alive once more," interrupted Lyra, handing Fury a report that he read. "There hasn't been any trace of him since the attack."

Throwing the report on the floor, Fury snarled as he struggled to control his frustration and growing anger.

"That son-of-a-bitch of a goat," he growled. "He must have brought King Sombra back from the dead. Has anypony told the Princesses about this?"

"No," replied Lyra. "Apparently, Lord Tirek and Cozy Glow escaped from Tartarus around the same time Sombra was resurrected."

"Great, just great," grunted Fury. "All right, I need somepony to head over to Tartarus and find out what happened. Romanoff, you're heading to Tartarus. Agents Heartstrings and Sweetie Drops, you go with her. I want answers and I want them now."

Not wanting to invoke more of Fury's wrath, Romanoff led the two pony agents out of the command center and towards Tartarus.

…

At the same time, Tirek and Cozy Glow were far away from Tartarus and were staying low to avoid being captured.

"Is this part of your plan, Tirek?" Cozy muttered as they hid in a bush. "To hide like cowards."

"If we were in the open, Cozy," Tirek replied, whispering sharply. "We would have been captured and sent back to Tartarus by now. So, we stay low until it is safe for us to go forward."

Just then, they heard a rustling sound from within the bushes and Tirek powered up his horns, eagerly awaiting who was behind those bushes. At that moment, a donkey came through and looked up at them.

"Who are you?" Tirek asked.

"I'm a servant of his highness, Emperor Grogar," the goat answered. "I've orders to bring you both before the demonic goat."

Chapter 12: "Two New Evil Allies"

"What do you mean that you have orders to bring us before Emperor Grogar?" Cozy Glow asked, only to be silenced by Tirek.

"He must have gotten my signal," Tirek replied. "Take us to him."

Chuckling, the donkey led Tirek and Cozy Glow through the bushes and down into an underground passage. Of course, Cozy Glow complained to herself under her breath the entire way. Eventually, they came under the kingdom of Tambeleon and climbed inside, finding themselves on the streets of the bane and abandoned kingdom.

"Wh…where is everycreature?" asked Cozy Glow, her voice reduced to a whisper.

"There is no creature who is a citizen of our kingdom," answered the donkey. "But, our beloved emperor wishes to rectify that. Follow me."

Following the donkey, Tirek and Cozy were led into the castle and soon found themselves standing outside the doors of Grogar's throne room. Opening the doors, the centaur and his pony protégé stood face to face with the mad goat himself, an evil smile forming on his face with his pet grizzly bear, Scarface, lying down next to him.

"Sire, I bring you Lord Tirek and his protégé," the donkey announced as Grogar rose from his throne and walked down to meet them. "They have managed to escape from…"

"I'm well aware of what they have done," Grogar interrupted, silencing the donkey soldier. "Welcome to my kingdom of Tambeleon my loyal allies."

Just then, the sounds of metal hoofbeats were heard and at that very moment, King Sombra walked into the throne room much to Tirek's delight.

"King Sombra?" cried Tirek excitedly embracing his friend into an embrace. "It's good to see you, my friend."

"It's good to see you as well, Tirek," chuckled Sombra.

"Um, you two know each other?" wondered Cozy Glow. "What am I missing here?"

"We go way back, my protégé. Back to a time when he ruled the Crystal Empire."

"And you shall rule over the Crystal Empire once again," added Grogar, standing in between the two evil creatures. "Along with everything else you all desire if we are able to win our war against the kingdom of Equestria. However, if we are to obtain our goals, we still need to gain the assistance of one more ally."

Grogar then walked over to his map and looked down, thinking of what ally he wanted to recruit next.

"What are you referring to?" asked Tirek.

"The Queen of the Changelings," answered Grogar, much to Tirek's dismay. "From what I hear, she still has some forces that are loyal to her."

"But, wasn't she overthrown by Starlight Glimmer?" remarked Cozy Glow, bringing up a good point. "Allowing Thorax to assume command?"

"Overthrown yes, Cozy Glow," remarked Grogar. "But, she is still technically a queen because only she could surrender or keep the title. She is somewhere in Equestria and I want her brought to me."

Activating his horns, Grogar fired several blasts of magic at the map and acting like a radar, attempted to pinpoint Chrysalis' location. Finally, he managed to find a location on Mount Aris.

"Ah ha," he laughed. "Mount Aris, the home of the hippogriffs. A golden opportunity for my forces to see some actions. Proxima Midnight!"

The bellow of his voice brought the female member of the Black Order into the throne room.

"Yes, my emperor?" she asked, bowing to him. "What do you seek of me?"

"I want you to lead a group of donkey warriors to Mount Aris and find Queen Chrysalis. When you find her, bring her back to me, is that clear?"

"As you command, my emperor," she replied, bowing to Grogar once again before turning to leave. As she left, Tirek was quick to voice his displeasure.

"Why do you wish to invite her amongst our ranks?" he asked, indignantly much to Grogar's irritation. "She tried to kill me in my cell for trying to steal all the magic in Equestria."

"More that she was trying to teach you a lesson for stealing all the love in Equestria because that's what she prides herself on," suggested Cozy Glow, only for Tirek to raise an eyebrow at her. "What? I'm just telling you like it is."

Tirek said nothing and just let out a sharp growl.

"Yes, I can understand that your goal is to have all the magic in Equestria, Lord Tirek," remarked Grogar. "However, we each have respective goals and magic is something that all of us must share with one another."

"Not me, Emperor Grogar," remarked Cozy Glow. "All I want is to be the Empress of Friendship."

"And you will become an empress, my child," chuckled Grogar. "But, you must be patient. We can't just go after what we want without a decent plan of action."

"And how do we do that?"

"First we wait until Chrysalis is brought here and then, we can start making our plans."

All the villains looked at Grogar's map and could only wonder what was about to happen.

…

Meanwhile, Natasha, Lyra and Sweetie Drops arrived at the gates of Tartarus and came across the magically drained ponies being dragged away by their fellow guards.

"What the hell?" whispered Romanoff.

"Agent Sweetie Drops," cried a unicorn pony in a suit and tie as he walked over to them. "Thank Celestia you came."

"Warden Lock Up, we came as soon as we heard," Sweetie Drops replied. "What happened here?"

"Some of my guards were drained of their magic and Tirek as well as Cozy Glow escaped. That's what happened."

"How did this happen?" asked Lyra.

"I…I don't know how it happened, but all I know is that those two are running amok somewhere and I don't know what to do. Can you do something about it?"

"Well, we aren't going to do anything if we just stand here talking about it," remarked Natasha. "Do you have video or something of them escaping?"

Of course, being a pony, Warden Lock Up had no idea what Natasha was talking about.

"You mean any visual spells of them escaping," corrected Sweetie Drops. "Yes, I think that is what you have, isn't it, Lock Up?"

"I'll see what can be done," he said, trying to be polite. "Follow me."

So, they followed Lock Up to look into what could be done about finding Tirek and Cozy Glow.

…

Meanwhile, at that moment, Proxima Midnight led her group of donkey soldiers towards Mount Aris trying to find Queen Chrysalis.

"What could she possibly want here?" remarked one of the soldiers. "There is no love to feast on."

"If Emperor Grogar says that Chrysalis is here, then she is here. So, we must find her. I want this mountain covered from top to bottom, is that clear?"

Saluting her, the donkey soldiers split up and began to scour the area. Little did any of them know, however, that they were all being watched by a pair of human eyes, who had also learned of Chrysalis' location as well.

Chapter 13: "Finding Chrysalis"

The overthrown Queen of the Changelings, Chrysalis, was on the run. Having been forced into hiding, the deranged bug creature was reduced to hiding from the onslaught of Equestria's elite. Since her escape, Chrysalis was a wanted fugitive for crimes against Equestria.

She would eventually be found, but not in the way she expected it.

Hiding within the peaks of Mount Aris, Chrysalis sensed that something was coming for her. Still, she was ready to strike and defend herself. Hearing the sounds of hoofbeats, she powered her horn, ready to fire whatever magic was inside of her.

"You'll never take me alive!" she cried. "I'm a queen and I will fight to the death!"

Suddenly, she heard another set of footfalls, but these were different. Hearing them from behind, Chrysalis couldn't figure out who to strike first. But when the group of hoofbeats got closer, she decided to strike them first. Before she could fire, Chrysalis sharply gasped when she the group of donkey soldiers facing her lead by Proxima Midnight.

"Queen Chrysalis," Proxima said. "Of the Changelings?"

Still, Chrysalis was ready to strike at any given moment.

"What do you want with me?" she hissed, only for Proxima to raise her hand and force the donkey platoon to lower their weapons.

"We come to you on behalf of our leader, Emperor Grogar," she answered causing Chrysalis to also lower her defense. "He wishes to speak with you about joining his ranks."

"His ranks?"

This didn't convince the queen entirely, for she had no idea that Grogar had returned.

"But, that's impossible! Emperor Grogar…"

"…has returned from a 1,000 year imprisonment and is looking to finish what he started before Tambeleon was banished by Princesses Celestia and Luna."

At that moment, Chrysalis got herself an idea, but it wasn't thanks to Proxima's coaxing. She was a creature who desired vengeance against Equestria, especially against Starlight Glimmer. In her mind, joining forces with Emperor Grogar would send a message that she wasn't to be taken lightly in any way.

"Are you certain?"

"We are very much certain, your majesty."

Lowering her guard, Chrysalis walked over towards Proxima and glanced at her. While she had been given this extraordinary offer, Chrysalis had never seen Proxima before and carefully looked her over.

"How do I know that you can be trusted? Who are you? Where did you come from?"

Before Proxima could answer, she suddenly heard the sounds of clattering rocks and immediately, the donkey platoon got into combat position.

"What was that noise?" she demanded.

"Someone is here," said a donkey soldier. However, another noise soon followed, followed by a another noise and then, another noise. "Shall we scour the area?"

"Do so," ordered Proxima, drawing her spear. "Whoever it is must know we are here looking for you, Queen Chrysalis. Stand by me."

Suddenly, they saw a shadow in the shape of a human against a rock. Throwing her spear, Proxima watched as the shadow grabbed her spear and stepped out from the shadows, dressed in black from head to toe with a star on his chest. A black round shaped shield with a star on the center was in his right hand. His face had a red colored beard on it and his hair was disheveled.

"You again," Proxima cried as the human tossed her spear to the ground. Before any one of them could react, another human male wearing a jetpack with wings in the shape of a bird flew down and kicked Proxima into several donkey soldiers. He then proceeded to fire a group of small missiles at the remaining donkey soldiers.

Before the donkey soldiers could react to this, however, they found themselves being pulled into the air and then tossed into a series of large rocks. Emerging from behind a large rock, a sleek human female dressed in a red leather coat, using some magic from her hands to further disable the donkeys. Enraged, Proxima and Chrysalis charged at the leader who used his shield to quickly defend himself against them.

The woman in leather was quick to aide, throwing several donkey soldiers at them. The human male wearing the bird like jet pack fired several more missiles, only for them to be deflected by Chrysalis using a shield spell. However, the blasts from the missiles sent Chrysalis and Proxima flying back against a rock.

"Get up," grunted Proxima urging Chrysalis to get to her feet as the flying human male pointed two guns at them.

"We don't want to kill you, but we will if we have to," the woman in leather said, her glowing hands pointed right at them.

"You're under arrest, Chrysalis," said the man in black. "Surrender yourself to us now."

"That's what you think," remarked Proxima, pressing a button on her chest that teleported her, Chrysalis and the donkey soldiers away before the three humans could react.

…

There was worse to come for them. The fighting had attracted the attention of the hippogriffs and soon, several hippogriffs led by a purple male hippogriff flew down, pointing their spears at the three humans.

"What's going on here?" the purple hippogriff demanded. "Who are you creatures?"

"We mean no harm," pleaded the man in black. "We're with S.M.I.L.E."

But, none of the hippogriffs were convinced and they moved forward to detain the humans.

…

Once they were all detained, the hippogriffs lead the humans back to their village at the top of the mountain.

"What the hell is this place?" the human male with the jetpack said as they were led into the center of the village.

"It's some kind of bird like village, Sam," remarked the man in black. "You'd actually fit right in here."

Just then, they were all forced to their knees as a female light-colored hippogriff flew down and landed in front of the humans.

"I was enjoying a fresh seaweed wrap when you decided to come calling, Seaspray," remarked the female hippogriff. "What happened here?"

"My queen," he replied, bowing to her. "These two legged creatures were causing trouble at the bottom of our village."

"That's not true," pleaded the man in black. "We found Chrysalis and we were about to capture her and…"

"SILENCE!" the female hippogriff barked, causing the man in black to wince. After a few moments, she spoke in a calmer voice. "What did you say?"

"We found Queen Chrysalis and we were going to arrest her," the man in black answered. "Okay, to put it simply, are you aware that Emperor Grogar has returned?"

The crowd of hippogriffs gathered were recoiling upon hearing this news.

"What?"

"Some demon goat dude who declared war on Equestria," the man with the jet pack said. "We had orders to find and capture Chrysalis before she was recruited."

Still, the hippogriff was unconvinced.

"It's clear to me you don't know who Emperor Grogar is," remarked the woman in leather.

"Yes, yes, I know who he is," stammered the female hippogriff, jumping back slightly. "It's just that…I…we all thought he had been banished forever. My ancestors fought him alongside the ponies of Equestria. You telling me he is back?"

"That's what we have been trying to tell you all," replied the man in black, rising to his feet. "We have been recruited to help defend Equestria against him. I'm Steve Rogers otherwise known as Captain America of the Avengers and these are my comrades, Sam Wilson and Wanda Maximoff, two members of my faction also known as Falcon and Scarlet Witch."

A series of murmurs fell upon the hippogriffs, knowing that they were about to be dragged into the abyss that was about to grow wider.

Chapter 14: "Chrysalis Meets Grogar"

Having escaped from being captured, Proxima Midnight returned to Tambeleon and with Chrysalis in tow made her way into Grogar's throne room where he and Ebony Maw eagerly awaited the arrival of his latest recruit.

"My emperor," said Proxima Midnight, bowing towards him. "I have brought Queen Chrysalis of the Changelings to you and…"

"I can see that, Proxima," he interrupted, rising to his feet and walking down towards Chrysalis. "I am Emperor Grogar, Queen Chrysalis, supreme ruler of this kingdom of Tambeleon. It is a supreme honor to finally meet you."

Chrysalis couldn't help but feel somewhat flattered by this remark.

"Ah, you must have heard of me, I suppose," she chuckled. "Perhaps you also understand of whom I am trying to get back at, aren't you?"

"Starlight Glimmer?"

"How did you know?"

"Just because I was banished with my kingdom doesn't mean I can watch everything that transpires in Equestria."

Grogar proceeded to make his way over to his viewing globe and managed to produce the two moments that Chrysalis swore vengeance against Starlight Glimmer.

…

"There is no revenge you could ever conceive of that will come close to what I will exact upon you one day, Starlight Glimmer!"

…

"Servants always fail you in the end! Just wait, Starlight. I will have my revenge!"

…

"So, I take you have it in for this one pony?" remarked Grogar, turning off the viewing globe. "Well, I also know that you want to basically pick up where you left off after Twilight Sparkle ruined your invasion of Canterlot."

Chrysalis snarled upon hearing this for it was also Twilight that ruined her invasion of Canterlot during Cadence and Shining Armor's wedding.

"And I would have succeeded if it had it not been for Twilight," retorted Chrysalis, turning her back away from Grogar slightly and pacing back and forth across the throne room. "Twilight ruined my plans to conquer Canterlot and so, I tried again, taking not just her, but also all of the most powerful ponies in Equestria. But, if there is one pony I want revenge on the most…it's Starlight Glimmer."

"Believe me, if there is one thing I understand," sympathized Grogar, wrapping his right foreleg around Chrysalis' neck. "Is that we want nothing more than to make them bow down to us. Join me, Chrysalis, and I can assure you that the pony you call Starlight Glimmer will suffer your wrath."

"Starlight Glimmer? Oh, puh-lease," called a voice that belonged to Cozy Glow as she floated into the throne room. "She was easy to manipulate and was just as gullible and…are you Queen Chrysalis?"

The Queen of the Changelings looked down at the Pegasus filly with a raised eyebrow.

"Why do you ask?" she muttered in a low voice. "And why do I not detect any love inside of you?"

Opening her mouth, Chrysalis attempted to feed off of whatever love Cozy Glow had, but she was unable to find anything.

"Because I never had any love for anypony or anycreature."

…

Just then, Grogar stamped his foot down and motioned for Ebony Maw to bring him a small chest that sat next to the chaos gauntlet. Opening the chest, Chrysalis felt her eyes widen and couldn't believe what she was seeing before her.

"Where did you get those?" she gasped, looking down to see six pieces of wood that were colored like Twilight Sparkle and her friends.

"One of my spying platoons recovered them from the spot where the tree of harmony is located," explained Grogar. "Of course, they couldn't obtain the elements for me because they would be too stupid to understand that the tree of harmony can defend itself, something that you experienced firsthand, I understand."

"Well…well…I…" stammered Chrysalis. "But, how…?"

"Oh, don't be so dumbstruck by this news that I recovered the bodies of your clones of Princess Twilight and her friends," remarked Grogar, taking the chest and placing it back next to the chaos gauntlet. "If you join my ranks, Chrysalis, I can assure you that I can show you how to properly dispose of the ponies you so despise."

Realizing that she had no other alternative, Chrysalis was left with no other choice. She needed to join forces with Grogar if there was any hope of defeating those she hated once and for all.

"Wait!" she cried, once again getting Grogar's attention. "If I'm going to help you, then you must also honor a request that I wish for you to make."

"Oh, what is that?"

"Not all of the Changelings remained in the Changeling Kingdom after Thorax overthrew me," explained Chrysalis. "They are out there and probably don't even know that I am still alive. Give me time to find them and bring them here to me."

A small smile came to Grogar's face upon hearing this.

"That won't be necessary, Chrysalis," he remarked. "For I have ways of finding creatures of pure evil to join my ranks. My donkey soldiers will find them for you and furthermore, I need you here within the confines of my kingdom."

"Why?" asked Chrysalis, indignantly. "You aren't going to hold me prisoner, aren't you?"

"Certainly not, Chrysalis. I just need you here to build up your strength as well to get to know your fellow comrades aside from Cozy Glow here."

"Hey!" snapped the Pegasus filly. "I resent that!"

"For you see," continued Grogar. "When I returned from my 1,000 year imprisonment, the first thing I did was declare war on Equestria for I have a goal that I need you to help me achieve."

He then placed his hoof on the glass container surrounding the chaos gauntlet.

"Tambeleon needs a population and I want nothing more than to have subjects to rule over. But, in order to do that, I need to power this weapon."

"And how do you power it?"

"There are only two sources that can power the chaos gauntlet, Chrysalis: the six elements of harmony and the magic of the four alicorn princesses. I need you to help me obtain them by any means necessary."

Chrysalis gulped nervously, but knew that this was something that needed to be done in order for her to get the revenge she so desired.

…

Meanwhile, in Tartarus, Natasha, Lyra and Sweetie Drops were reviewing video of Tirek and Cozy Glow escaping from their cells.

"It just doesn't seem possible for Tirek to magically obtain his draining powers back," remarked Sweetie Drops. "It was made very clear that Tirek's ability was taking away when he was re-imprisoned."

"Well, he got them back somehow," replied Lyra. "Do you think that Grogar might have something to do with this?"

"It could be," said Lock Up. "Either way, if Grogar could just randomly give Tirek his powers back after the princesses took them, then we are dealing with the worst of the worst."

"And who knows exactly where he will go next?" wondered Natasha. "Fury Swipes is going to want to know more about this. Can we bring the video to them?"

Without hestitation, Lock Up removed the spell and gave it to Lyra.

"Yes," answered Lock Up, nervously. "This video will prove that we were underestimated by Tirek in the eyes of the Princesses."

With the video spell in their grasp, Natasha and the two mares left to prove that Tartarus was just as dumbstruck by Tirek and Cozy Glow's escape.

…

Chapter 15: "Convincing Queen Novo"

Steve Rogers and his fellow Avengers looked up at the female hippogriff as she stared back down at them. The rest of the hippogriffs surrounding them also were looking intently at them as well.

"Look, I know you want to be in denial about this," Steve pleaded to the female hippogriff. "But, this is a creature that is extremely dangerous and God knows who this guy is capable of."

"We know exactly how dangerous Grogar is, honey. But the fact that he was able to escape is impossible. He was sentenced to eternal banishment, something that should have happened to the Storm King. But, he's dead and that's all that matters."

"Perhaps there is something about Grogar that you also fail to understand," Steve continued as the female hippogriff turned her back on him and his fellow Avengers. "He has the power to bring creatures back from the dead."

A series of loud gasps befell amongst the crowd of hippogriffs upon hearing this. The female hippogriff felt her eyes widen upon hearing this and turned sharply around.

"What did you say?"

"Grogar is a necromancer, a dude you don't want to mess with," remarked Sam. "Everything that we were taught about him is true and to the point. He could possibly bring this Storm King back from the dead."

"My queen," said Seaspray. "Everything that is being said to you is completely true and to the point. Grogar may not have had the powers when our ancestors helped banish him, but during that time, he must have gained some kind of…"

Before he could finish his sentence, he was silenced.

"Last time I checked, baby, Grogar was nothing short of a deranged Emperor. What makes you so sure he became a necromancer and for that matter, gaining the ability to resurrect the dead?"

Reaching into his suit pocket, Steve pulled out a series of pictures for the hippogriff queen to look at. Carefully studying the pictures, the queen realized more and more of the gravity of the situation.

"And where were these pictures taken?"

"By Intelligence at S.M.I.L.E."

"S.M.I.L.E.? What is S.M.I.L.E.?"

"An organization that was formed in the wake of the Storm King's attack," replied Sam, rising to his feet. "Monitoring outside threats made against Equestria, including yours."

"And if you think that we are just a bunch of know-it-alls, you're wrong because we were told all about this from S.M.I.L.E.," added Steve. "Your homeland could become threatened once again if you don't accept the severity of the situation."

The Queen looked and studied the pictures intently and realized that what was being told to her was the truth and nothing but the truth. Handing the pictures back to Steve, she came to a decision.

"My Queen, I think we should…" Seaspray started to say before being interrupted.

"…Prepare for war," she finished. "After all we have heard about the Storm King possibly being brought back from the dead, we cannot take any chances. Return to wherever you came from and tell your superiors that we are standing by ready to assist."

Bowing to the Queen, Steve, Sam and Wanda were all dismissed as the Queen watched with eagerness. The thought of their most feared enemy being brought back from the dead didn't bode well with the hippogriffs.

"Seaspray, have both hippogriffs and seaponies alike prepare for battle," she said. "By our lords and masters, I, Queen Novo, will not allow Emperor Grogar to bring our most feared enemy back to life."

Stamping her claw down hard on the ground, the declaration of war had been passed.

…

On their way back to S.M.I.L.E. aboard their jet, Steve and his team were reflecting on what transpired.

"It really had to take the showing of pictures to convince her," sighed Wanda as she looked back at Steve. "Do you really think that maybe these non-pony creatures aren't taking these things seriously?"

"Personally, I'm not sure Wanda," remarked Steve. "All we know is that Emperor Grogar has the same power level as Thanos, so we can't just take him lightly."

"I agree," added Sam, who was piloting the jet. "Everything that we have learned about this Chaos Gauntlet, half the universe disappearing into Tambeleon. Seems to me like its déjà vu all over again."

"It's going to be fun relaying everything to Fury Swipes," sniffed Steve as the jet approached S.M.I.L.E. headquarters. "Among many other things."

…

Meanwhile, back in the Crystal Empire, Tony Stark continued to stand next to the bed of Peter Quill while he and the Guardians continued to recover from their freefall.

"But I don't understand, Stark," Peter sighed. "Why do you think I should be given a second chance after I costed us a win against Thanos?"

This caused Tony to sigh heavily as he sat down on the side of Quill's bed.

"Because I had decided to reflect," he replied. "After we were defeated and you guys all were turned to dust, all I could do was float in space wondering if I would ever come home to Earth and see the love of my life again. I even recorded a message to tell my love that I love her very much and would always be thinking about her."

"You did?"

"Yeah. Julia loves me just as much as I do. You may not know this, Quill, but she used to be married to a guy that didn't really care for her or her daughter. Impregnated at 18 years old, forced to raise her child and go to college, yep, that was Julia."

Quill began to think of what Tony was saying in a deep manner. He turned his attention towards the still unconscious Gamora and remembered just what Tony was describing. Like Julia, Gamora had been through a lot.

"My girl was just like yours, Stark. Orphaned at a young age, became a stepdaughter to Thanos and forced to take part in his perversion of other planets. Guess that there is something we both in common, don't we?"

"And something to think about because I don't think we could both live with ourselves if we lose more than just this impending war."

Getting to his feet, Tony stepped out of the room as Drax watched. Looking over at Quill, he couldn't help but sympathize with him.

"Like I said, Quill," he remarked. "There is always a second chance."

Stepping away from the room where the Guardians were being kept, Tony activated his nanotech armor and flew back to Canterlot.

…

Meanwhile, at the Wonderbolt Academy, a large cargo plane touched down on the runway and stopped in front of the Wonderbolt Barracks. Opening the door, the plane revealed not cargo but humans in traditional dress from their homelands.

"Are these the warriors from Wakanda?" asked Spitfire to her second-in-command, Soarin'. "The ones that we were told to watch for?"

"I think it is, Spitfire," remarked Soarin' while he and his superior watched the warriors disembark from the plane. "You know something, with all this growing war talk, don't you think that maybe…?"

"Yes, I've been thinking about this for a while too," sighed Spitfire. "We're going to have to improve our aerial strength somehow. But, in order to do that, we are going to need some outside help."

"How do you propose we do that? Who do you think might be able to help train our recruits for the fight ahead?

Spitfire got herself an idea and headed back to her office to put her ideas down on paper. She was going to reach out to someone, but wasn't going to reveal the someone until the time was right…

Chapter 16: "Seeking Out Kuwaga's Spirit"

Queen Chrysalis was grateful to be in the service of Emperor Grogar. By being recruited she felt like she had been given yet another chance at getting her revenge on Starlight Glimmer for her previous defeat. Still, the offer that she had made to Grogar was something that was great importance to her. Almost immediately, Chrysalis began sending messages to the Changelings still loyal to her to come to Tambeleon.

"It's good to see you all again," she laughed as her minions were gathered in one of the kingdom's many courtrooms. "I trust you all have been wondering why we are here and not in the Changeling Kingdom."

"Because Thorax overthrew you?" remarked a loyalist, much to Chrysalis's irritation.

"That traitor destroyed everything we have ever worked for! Now is the time to get back everything we have lost! But we can't do it alone. Emperor Grogar has given us a second chance and we must make the best of it."

Glowing her horn green, Chrysalis let out another growl of frustration. She knew in her mind that there was a loyal servant of hers that needed to be at her side.

"But, what I do need is a loyal general to supervise you all," she continued. "Emperor Grogar has the power to bring creatures back from the dead and there is one servant of mine who can lead you all to victory!"

Using whatever magic she had inside of her, Chrysalis produced a picture of her most loyal servant.

"General Kuwaga?" cried a Changeling, his voice and facial expressions filled with shock. "But, we all thought that he…"

"…killed himself before he can be executed?" laughed Chrysalis. "Yes, he did! However, he can be brought back just as easily. But, in the meantime…"

Placing her loyal general's picture on the wall, Chrysalis then proceeded to take a jar of grog and pass it around her followers.

"Drink and pass, my minions!" she cried as she watched them drink. "Drink and swear that you will fight for all who look to conqueror Equestria! Drink and pass, it's as hot as Lord Satan's hoof!"

Taking the measure in her aura, Chrysalis looked in to see how much had been consumed.

"Well done, almost drained," she laughed to herself. "You have dedicated your lives to the fall of Equestria once again! Now, follow me to meet your new comrades!"

Leading her loyal swarm out of the courtroom, Chrysalis lead her forces towards a platoon of donkey soldiers who were undergoing training under the supervision of Corvius Glave and Proxima Midnight.

"These are the creatures we will be fighting alongside with?" whispered a loyal changeling, out of Chrysalis' hearing. "They look like jackasses!"

"Are these the minions we will be working with?" asked Proxima Midnight, pointing her sword at Chrysalis's small army. "Be forewarned that from this moment forth, you will serve Emperor Grogar in addition to your Queen, understand?"

The Changelings nodded and murmured in agreement to this demand as Chrysalis watched them get to know their donkey comrades. With the measure still in her grasp, Chrysalis made her way up to Grogar's throne room and looked down inside his black cauldron. However, Chrysalis wasn't to be alone for very long as the sounds of hoofbeats were heard from behind her.

"What are you looking at?" asked Emperor Grogar, catching Chrysalis off guard slightly.

"My emperor," she gasped. "I…I've come to make a request of you."

"Indeed," murmured Grogar, a smile coming onto his face. "What is it you wish to ask of me, Chrysalis?"

"There is a loyal servant of mine whom I wish to be returned to me," Chrysalis explained, only to be silenced by Grogar.

"What is his name?"

"His name is General Kuwaga. He tried to avenge my defeat in Canterlot, but ultimately killed himself."

"With help from Shining Armor's mentor," remarked Grogar, much to Chrysalis's shock and amazement. "That loose cannon, Lock Down."

Chrysalis was amazed to be hearing what was coming out of her new savior's mouth.

"How do you know about him?"

"I know all that has been happening in the years since I was imprisoned," replied Grogar. "After all, I can always use another general in my ranks."

Stamping his front left hoof, two donkey soldiers brought forth the dead body of a donkey and tossed it into the cauldron. Swinging his bell back and forth while chanting an incantation, Grogar called for the spirits to do the unthinkable. With a loud roar, a pair of holed black legs came out from the cauldron and a scar faced male changeling climbed out of the cauldron, much to Chrysalis's delight.

"General Kuwaga," cried Chrysalis. "You have come back to me after so long."

"I swear myself to you and you only, my queen," he replied as Grogar cleared his throat.

"You also swear your alliegance to me, Changeling," he interjected, getting Kuwaga's attention. "Emperor Grogar of Tambeleon!"

Bowing to him, Kuwaga swore his loyalty to Grogar, but keeping most of it reserved for Chrysalis herself.

"Are you the one who brought me back from the dead?"

"I am. For you see, General Kuwaga, I could use a high ranking general like you in my ranks."

"What about Shining Armor?"

"All in due time, my friend," chuckled Grogar. "Hungry for revenge, aren't you? Well, I love minions who are dedicated to the rise of Tambeleon."

"And you can swear your loyalty to me as well, my servant," added Chrysalis, holding the measure of grog in her aura, passing it over for Kuwaga to drink. "I know you enjoy drinking the measure."

Taking the measure in his hooves, Kuwaga drank every single drop of grog that was inside of it. Once it was emptied, he turned to Chrysalis and threw the measure on the floor, letting out a loud laugh.

"Welcome to the Rise of Tambeleon!" cried Grogar as he let out a loud laugh along with Chrysalis.

…

Meanwhile, back in Canterlot, Natasha, Lyra and Sweetie Drops were showing Celestia and Luna spell recordings of Tirek and Cozy Glow escaping from their prisons in Tartarus.

"So, you see," explained Lyra. "None of the guards were aware nor knew that they were planning to escape."

"Either way, this is a matter which is considered very dangerous," advised Luna to Celestia. "Has S.M.I.L.E. been notified?"

"Not yet, Luna," replied Celestia. "Nevertheless, we have to continue preparing for an inevitable strike on our kingdom."

At that moment, a messenger pony came into the throne room handing a scroll for Celestia and Luna to read.

"What does it say?" asked Sweetie Drops as Celestia let out a sharp gasp of shock and surprise. "What's wrong?"

"It says here that Chrysalis was spotted on Mount Aris, but managed to avoid capture," replied Celestia.

"What's more," added Luna. "Is that Queen Novo and the Hippogriffs are preparing to also fight as well. But, that doesn't make any sense. Why would Queen Novo want her kingdom to help fight?"

At that moment, a hushed and tense silence fell on the two sisters upon realizing what was happening.

"He wouldn't," gasped Celestia.

"He will," gasped Luna, looking back Celestia.

"What's going on?" asked Natasha.

"If Grogar has the power to bring back the dead," remarked Celestia, her voice filled with fear. "Then he can bring back the Storm King from the dead."

Realizing that something needed to be done, she immediately reached for a scroll and a quill, writing down a message on it.

"Sister, what are you doing?"

"I'm writing a message to Tempest Shadow," answered Celestia firmly. "She's going to want to know about this."

Chapter 18: "That's As Far As You'll Go"

Having been forced to work together, Chrysalis and Tirek attempted to try and find the way to the cliff where the Storm King was buried. Both Changeling and Centaur gave each other dirty looks while Cozy Glow watched from behind them.

"Giving each other dirty looks isn't going to do anything for you," Cozy remarked. "I suggest you both put whatever is bothering you aside to focus on what is in front of us right now."

Neither creature said nothing.

"Okay, but don't say I didn't warn you when Grogar learns we failed to obtain the Storm King's body."

"I'd much rather suffer his wrath than to put up with the likes of her," Tirek whispered to himself while he looked at Chrysalis. "Trying to kill me for getting in on her territory. What territory?"

"If we ever succeed in our mission, remind me to say that I had no part in taking part in activities with you, glutiness wretch," Chrysalis whispered back, having somehow heard Tirek.

Finally, they made their way up to the side of Mount Aris and approached the cliff where the Storm King was buried.

"All right, how do you want to do this?" Tirek muttered. "Don't you have magic to use to make him come back to life?"

"Keep in mind, Centaur," Chrysalis sneered as she walked towards the edge of the cliff. "That the magic I have is something you will never consume for your own greed."

Activating her horn, Chrysalis aimed it at the spot where the casket was dropped.

"It won't make any difference to me," Tirek remarked. "I have my own goals to obtain and they don't involve you."

"Will you both cut it out?!" cried Cozy Glow, her patience being tested. "Let's just get the casket and go."

Using her telekinectic magic, Chrysalis reached into the ocean and using some kind of magic radar, attempted to spot the casket. Finally, after a few minutes, she felt something hard and wooden.

"This is it," she said. "Now, if we can just…"

But they were all soon interrupted at that very moment by an authorative voice.

"That's as far as you'll go," said Dr. Strange, he and Tempest Shadow standing behind them, their weapons powered right at them. "Drop the casket back into the sea."

"There is no casket," said Cozy Glow, a smug look on her face. "So, how can we drop it back into the sea? Now, if you'll excuse us…"

Suddenly, Tempest fired a blast of magic from her broken horn, nearly hitting Cozy in the back and scorching part of her wing with a loud yelp.

"Hey, who did that?!"

"Me," snarled Tempest, but Cozy could only smile upon seeing the enraged Tempest. "And unless you surrender, then there is going to be much more where that came from."

"Tempest Shadow," remarked Cozy Glow, motioning for Tirek to step forward. "Shouldn't you be in Tartarus for leading an invasion? In fact, why should you being on the losing side? Swear your loyalty to Emperor Grogar and you can get your horn restored."

Tempest was not falling for that trick and fired another blast of magic at Cozy Glow, only for it to be caught by Tirek and chewed up like a ball of bubble gum.

"Don't even bother Cozy Glow," Tirek said, powering his horn. "They've come to stop us!"

Firing a blast of magic from his horns, Tirek attempted to strike Tempest but was countered by Dr. Strange, who then proceeded to use telekinectic powers to levitate Tirek into the air. Once he was grounded, Strange used a golden magic colored rope to have Tirek tied down.

"STOP HER!" cried Dr. Strange and Tempest ran towards Chrysalis. Leaping into the air, Tempest fired yet another blast from her horn at Chrysalis, only for it to be stopped by a quick thinking Chrysalis using a shield spell that deflected Tempest's blast right back at her.

However, this didn't stop Tempest from trying again, jumping into the air and kicking Chrysalis towards the edge of the cliff and losing her grip on the casket. Snarling, Chrysalis took to the air and slammed Tempest against a large rock. For a moment, they would all have to wait. But Cozy Glow wasn't giving up. Flying down towards Tirek and Dr. Strange, she flew into Dr. Strange sending him to the ground and releasing the bonds containing Tirek. Dr. Strange, however, had one more trick up his sleeve.

"Contain the filly," he whispered to his flowing red cape and doing as it was told, the cape engulfed Cozy in its grasp and Dr. Strange once again tried to contain Tirek.

In their fight, Chrysalis and Tempest continued to use whatever they had to try and defeat one another. Punches and blows against each other weren't bringing them down.

"You are strong," gasped Chrysalis, firing a blast of green magic at Tempest, hitting her in the chest. "But not strong enough."

"I beg to differ," Tempest said as she leapt back at Chrysalis, slamming her against the side of the rock.

"Says a pony who committed atrocities," laughed Chrysalis and she used her changing powers to transform into Instant Justice himself, voice and all. "Now, I'm going to finish what I started and you won't stop me."

Despite the fact that the likeliness of the pony who hunted her like an animal was standing in front of her, Tempest wasn't giving up in the slightest.

…

Meanwhile, aboard their private jet, Steve, Sam and Wanda were making their way back from Mount Aris when an alert came in through to them.

"Cap," said Sam, motioning for him to come over to the cockpit. "Looks like there is trouble in Mount Aris."

Looking at the alert, Steve saw the fight that was going on at the cliff.

"Well, no shit," muttered Steve. "If that daughter of Thanos never interfered…"

"Cap, Language!" cried Wanda, much to Steve's shock.

"We should turn around," suggested Sam and Steve quickly nodded that they would do so. Turning around, they proceeded to confront the fighting that was going on. Suddenly, as they did, another alert came through, this time from S.M.I.L.E.

"Captain Rogers," cried Fury Swipes. "You are to return to base at once!"

"But Fury," remarked Sam. "There is a fight going on at the cliff where the Storm King is buried! We should go find out what is happening."

"That won't be necessary, Wilson," replied Fury Swipes. "I've sent help to them. You and your people have more important matters to attend to."

Reluctant, Steve and his team did as they were told and returned to S.M.I.L.E. headquarters.

…

Meanwhile, Dr. Strange and Tempest were beginning to struggle against Chrysalis and Tirek. After having been contained for a short period of time, Cozy Glow ripped off Dr. Strange's cape and tried herself to go down into the ocean and retrieve the Storm King's casket. Tempest saw this happen and attempted to use magic to pull Cozy away, but was quickly subdued by Chrysalis. Dr. Strange also saw what was happening and tried to act, but was beaten back to the ground by Tirek.

"Your powers are quaint," Tirek laughed, looking down at the weakened master of the mystical arts. "You must be popular with fillies and colts."

Reaching down to pick up Dr. Strange by the neck, Tirek smiled as he attempted to kill him by crushing his head.

"But, looks like you won't be making any escapes today," Tirek laughed and at that moment, a loud roar was heard and Tirek was broadsided by a giant green monster, followed by Chancellor Neighsay, who emerged through a portal and went over to check on his master.

The green monster continued to pummel Tirek as the distraction allowed Tempest to throw Chrysalis off of her.

"Are you okay?" Neighsay asked Dr. Strange as he helped him to his feet.

"Thank you, Chancellor," gasped Dr. Strange. "Since when did you take long?"

"You told me to be in reserve, remember?"

Seeing Tempest still being attacked by Chrysalis, Dr. Strange and his pony apprentice raced to her aide, using whatever they could use to try and protect her. Unfortunately, the timing couldn't not have happened at a worse time.

"Dr. Strange, look!" cried Tempest and much to their shock and disbelief, they all looked to see Cozy Glow amazingly pull the Storm King's casket out of the water.

"You're too late!" laughed Cozy Glow, triumphantly. "The Storm King will be back!"

Having gotten what they came for, the three villains fell back and ran away from view leaving Strange, Neighsay, Tempest and the Green Monster to watch in disappointment.

"What do we do?" asked Tempest.

"For now…regroup," sighed Dr. Strange as he looked up towards the Green Monster, who was slowly starting to revert back into a human. "Thank you for coming, Bruce."

So, they all left through the portal as a platoon of hippogriff soldiers raced towards the scene.

"What's going on here?" one of them cried.

"Look!" cried another and the hippogriffs saw a sight that made them shudder.

"They have the Storm King's remains! What should we do?"

"Tell our queen," said the leader. "Tell her that our worst nightmare is about to be relived."

Chapter 19: "Return of the Storm King"

With the casket of the Storm King in their custody, Cozy led Chrysalis and Tirek back to Tambeleon with the hopes of resurrecting him from the dead. Once they returned to Tambeleon, they brought the casket before Grogar, placing at his feet as well as the feet of King Sombra.

"Is this the casket?" he asked them.

"It is, my emperor," replied Cozy Glow, bowing to him. "We had some minor trouble, but we managed to recover the remains for you."

"Open the casket," ordered Grogar and doing as they were told, Chrysalis and Tirek opened the casket, revealing the broken pieces of the Storm King's body. "At least you two can work together on something even if means opening a casket."

Hearing this remark, Chrysalis and Tirek stepped back.

"What do you think, King Sombra?" Grogar asked, motioning for him to step forward. "This is your fellow king."

"Is he truly a king?" he asked.

"King by name, yes," remarked Grogar. "But, he isn't like yourself in any way, Sombra. He is a very different kind of king."

"I should advice you, Emperor," suggested Cozy Glow. "That in my studies, the Storm King is considered to being a loose cannon and you should…"

Not wanting a power hungry filly to tell him what to do, Grogar immediately silenced her with his hoog.

"I am very well aware of what I am doing, Cozy Glow. The Storm King will rise again but with one difference, he will serve me."

"Like the rest of us?" asked Chrysalis.

"Like the rest of you."

Activating his magic, Grogar pulled the Storm King's scattered and broken remains out of the casket and into the Black Cauldron.

"What is he doing?" whispered Cozy Glow to Tirek.

"He's using that cauldron to bring the Storm King back to life," replied Tirek. "Watch and learn, my protégé."

Once again chanting his incantation of resurrection, Grogar called on the Storm King to rise again. A few moments later, the pair of white claws emerged followed by the monkey head of the deranged satyr.

"I LIVE! I LIVVVVE!"

Grogar chuckled with amusement as the Storm King suddenly stopped cheering and looked around to see where he was.

"Uh, can anyone tell me what this place is? It certainly looks nothing like that pony castle and…"

"You are in Tambeleon, Storm King. I am Emperor Grogar, your new master."

"Uh, since when do you declare yourself to be my master? I play by my own rules."

Sensing that there was defiance within him, Grogar's smile faded and used his magic to pull the Storm King towards his face.

"You're defiance and arrogance will not be tolerated, Storm King," whispered Grogar. "Make this known that you serve me and me alone. Understand?"

"Yeah, fine, whatever. As long as I finish what I started, all right?"

"It's going to be a little different for you, Storm King," said King Sombra. "But, then again, it's different for the rest of us. We all have goals to obtain and if we are to obtain our goals, we must work together."

"Uh, thanks for the invite, but I work alone."

"There is no other option, satyr!" cried Grogar, stamping his left foot down hard. "You work with us or I send you back to the depths of hell! Is that clear?"

The sounds of Grogar's bellow sent the Storm King back slightly. A silent and nervous nod of his head confirmed to Grogar that he was willing to participate.

"But, a fair compromise is that you can have the option to gather your loyal troops to fight. If any are still alive that is."

"What do you mean?" asked the Storm King, walking towards Grogar. "What do you mean?"

"A majority of your followers were hunted down and murdered in response to your invasion of Canterlot," explained Grogar. "They were hunted and killed without mercy by these murderous ponies. Then again, you showed no mercy towards your victims, right? Even those who dedicated their lives to serving you."

Activating his viewing globe, Grogar showed the Storm King the moment when Celestia, Luna and Cadence discovered the mass graves of dead storm creatures in his kingdom. He then proceeded to show the Storm King visions of his followers treating the ponies of Canterlot so poorly whether it was having them in chains, cages or slavery.

"So, in a way, it's best described as an eye for an eye," continued Grogar. "They wanted your followers to suffer the way they made the ponies suffer. Do you show any shame for your actions?"

"No, I don't. I don't care what happens to innocent ponies or creatures. I take what I want and nothing more."

"But, you'll get to do what you want with one slight difference. You'll have to get what I want before I give you what you want. You seek alicorn magic to power your staff of sarconas, yes?"

"Um, yes, but it was destroyed, wasn't it? When Tempest decided to go ahead and fix everything I had broken?"

"True, yes. And then, you were taken to that so called festival of friendship and you were laughed at because you weren't scaring anypony anymore."

Another moment on the viewing globe revealed ponies pointing and laughing at the Storm King's broken corpse at the festival. Seeing this brought nothing but anger to the Storm King, who in his mind felt that revenge needed to be taken.

"I don't like being laughed at," he snarled.

"Then join my ranks, Storm King and make those who mocked you pay for their misdeeds," laughed Grogar, stroking the right side of Storm King's face like a cat.

"Oh, you bet I'll join your ranks, donkey dude."

"And one more thing," reminded Grogar crossly. "I am a goat! Not a donkey! However, I do have donkey soldiers that could be more than willing to serve you when all is said and done. True they may not be like your storm creatures, but with a little practice, they can serve you well."

Motioning the Storm King to a window, Grogar looked down and showed the Storm King the training his donkey soldiers were going through. This convinced the Storm King he was more than willing to join forces at all costs.

…

Back at S.M.I.L.E., Steve Rogers and his faction were summoned into Fury Swipes' office having been ordered to call off aiding Dr. Strange and Tempest Shadow in fighting Tirek and Chrysalis.

"Sir, I don't mean to be insubordinate," remarked Steve as he, Sam and Wanda stood in front of Fury's desk. "But are you certain that…"

"I am very much certain, Captain Rogers," interrupted Fury Swipes. "And that is why I sent Dr. Banner to help them. For you see, we have more important matters to discuss."

"What kind of matters?" asked Sam.

"The matters concerning the protection of our sovereign alicorn princesses," answered Fury Swipes. "Because if Emperor Grogar is going to get what he wants, then he will seek out their alicorn magic to power the chaos gauntlet."

"What's that got to do with Sam, Wanda and me?" wondered Steve.

Fury then reached into his desk and pulled out a paper with a list of names on it. On it were the names of the alicorn princesses followed by a list of names under each alicorn princess. They studied the list for a moment before turning their attention back to Fury.

"There is only group of heroes that can personally protect the princesses," explained Fury. "And that group…is the Avengers and when I say the Avengers, I say ALL of the Avengers. Your faction and Tony Stark's faction as well."

…

Chapter 20: "Avengers Turned Bodyguards"

"Bodyguards? What do you mean, Fury?" asked Steve. "Are you saying we are personally going to put our lives on the line for the Princesses?"

"There is an entire realm to also look after as well," added Sam. "I mean…think of it…if half the universe could suffer from a finger snap, then why could a land of talking ponies be any different?"

Fury didn't seem to care for what Sam had to say and instead focused on the task at hand.

"Perhaps you haven't found the time to educate yourselves on why the princesses of Equestria are such high targets," remarked Fury, getting up from his chair and going towards an office window. "They are alicorns, ponies with horns and wings that possess great magic. So far, only two known creatures have ever gotten their claws on them: Tirek and the Storm King."

"Okay, so?" wondered Wanda.

"So, S.M.I.L.E. was also given the purpose of providing a group of bodyguards that are willing to put their lives on the line for the personal protection of our sovereign leaders."

Fury turned and looked intently at Steve and his faction. There was no doubt in any of their minds that he had plans for the Avengers, very big plans.

"You mean to tell us that we were pulled out of fighting two of Equestria's most dangerous just so we…" Sam started to say, only to be interrupted when the sounds of footfalls came towards the office.

Opening the door, Fury looked out and saw Tempest Shadow and Dr. Strange being helped by a man wearing torn clothes along with Chancellor Neighsay.

"Get him to medical," ordered Fury as several agents took Dr. Strange to be checked out. "Thank you for assisting them, Dr. Banner."

"Well, we needed to blow some steam anyway," chuckled Dr. Banner. "But, I do have bad news. They got the Storm King's casket."

Sighing heavily, Fury had no choice but to admit this kind of defeat.

"Very well, then in that case, we are now facing the possibility of the Storm King coming back to life. Has the Hippogriffs been notified?"

"Not yet, sir," said Natasha as she Lyra and Sweetie Drops came into the command center. Lyra sharply gasped and froze upon seeing Tempest Shadow standing in front of her.

"What…what is she doing here?!" cried Lyra.

"Agent Heartstrings, at ease!" shouted Fury Swipes. "Tempest is working on redeeming herself, correct?"

"Yes. What…what is this place?" she asked, taking a look around the facility.

"It's S.M.I.L.E.," answered Fury Swipes. "Formed in the wake of the Storm King's attack on Canterlot to monitor dangerous threats against Equestria."

Tempest couldn't help but feel slightly guilty upon hearing this, for it was partly because of her that this organization was founded and not for the best of reasons.

"It doesn't excuse the actions you made against us," Lyra snapped at Tempest. "I was put in chains because of you, Tempest Shadow!"

"Lyra, please!" cried Sweetie Drops, trying to restrain her best friend back with help from Natasha.

"No Bon-Bon, she shouldn't even be here! She should be in a jail cell in Tartarus!"

"Agent Heartstrings, enough!" ordered Fury Swipes in a loud voice, causing Lyra to stop struggling. "Agent Sweetie Drops, take her out now."

Lyra's glare continued to be locked onto Tempest as she was being led out.

"Can't really blame her," whispered Sam to Steve, who then turned his attention back to Fury Swipes.

"What do you want us to do now?" asked Steve.

"I'm sending you and your team to Canterlot and you are to all begin your duties immediately," answered Fury Swipes. "In fact, where is the rest of your faction, Captain Rogers? Clint Barton and Scott Lang?"

"They have been under house arrest since the Sokovian Accords incident. It's been tough on their families."

"Then, I want you to pay a visit to the US Embassy and make a request that they come here to Canterlot," ordered Fury Swipes. "We need all the help we can get."

A few moments later, Dr. Strange made his way back into the command center wearing several bandages to cover his wounds.

"I trust that you have been tended to, Doctor," remarked Fury Swipes.

"You can say that," replied Dr. Strange. "I also trust you spoke about us becoming bodyguards for the alicorn princesses."

A sense of confusion fell amongst Steve and his faction upon hearing this.

"How…how does he know that?" asked Steve.

"Never underestimate a master of the mystical arts, Captain. I have the power to look into the future."

Beckoning Tempest and Chancellor Neighsay forward, Dr. Strange created his portal that brought them all inside, sending them away. Once they were gone, Fury turned his attention back to the rest of the Avengers.

"In the meantime," he said. "I suggest you all prepare yourselves to head for Canterlot as soon as possible. Dr. Banner."

"Yeah?"

"I need you to be in Ponyville aiding in the protection of Princess Twilight Sparkle along with Dr. Strange."

Bruce felt dumbstruck by this order and turned his attention over to Natasha, now standing over with Steve's faction.

"Do you object to this order?"

Bruce wanted to say something, but Natasha motioned for him to not speak and accept whatever was being given to him.

"No, sir."

"And don't worry about being out of the lab," continued Fury Swipes. "If we need you, we'll call you. Is that clear?"

"Yes."

"Good."

With those words said, Fury Swipes returned to his office as Bruce and the faction of Avengers led by Steve Rogers prepared to do what they were told to do.

…

However, at that very moment as the night began to fall on Canterlot, Tony Stark returned to his company's building in Canterlot where he was soon met by a pair of guardsponies of Luna's command standing right outside the doors.

"Um, what's going on here?" Tony asked, immediately powering down his nanotech armor. "Can I get in my own establishment?"

"Sorry for the inconvenience, Mr. Stark," said one of the guards. "But, you and your faction of Avengers are to be summoned to the Royal Palace."

"When?"

"Immediately."

"At this time of night?"

"Yes, Mr. Stark."

At that moment, the sounds of rockets were heard and Tony looked back to see a man in silver armor, almost identical to his own.

"Tony, we'd better get going," a voice from inside the armor was heard as the figure removed his helmet revealing the head of a dark skinned male underneath. "There's no time to waste and you know how these royal leaders are if they are impatient."

"Uh, yeah, of course, Rhody," Tony stammered. "What about Julia?"

"Julia's gonna meet us there. She actually had a couple of meetings to go to, you know how it is. Being a Chief Operating Officer and all."

"We can wait here for Miss Carpenter," the guards said as Tony once again activated his armor and followed his friend towards the palace.

Little did he know that he and Steve Rogers were about to cross paths once again…

Chapter 21: "An Audience with Celestia and Luna"

Acting on the orders that they had received, Steve and his faction of Avengers left S.M.I.L.E and headed for Canterlot's Embassy row heading to the American Embassy. If what Fury Swipes said was true, then they needed all hands on deck. However, once they arrived at the Embassy, they got some troubling news.

"What do you mean Clint and Scott can't come here?" Steve demanded to the American Ambassador in his office, who had been awakened by them visiting. "Just because they are criminals like us…"

"I'm sorry, Captain Rogers," interrupted the American Ambassador. "But, the United States government has ordered both Clint Barton and Scott Lang to stay in the country as part of their plea deal. Don't forget that the government was lenient on all of you when Thanos caused his reign of terror."

"And you would have us all turned in if you didn't have a heart," remarked Sam. "But, don't you see what is happening here?"

"I do, Mr. Wilson. This kingdom is about to fight against a despot who just so happens to be a goat. But, like all the other times we have all been in war, we will prevail. I am quite certain we are going to win this war. Now, if you'll excuse me, I have to get back to sleep. Good night."

Dejected, they all watched as the ambassador left them alone in his office.

"Dammit, now what are we going to do?" asked Natasha, only to be given a sigh from Steve.

"I don't know, guys, I just don't know. Clint and Scott are out, so it will just have to be us. Let's get over to Canterlot and get to know the ponies we are protecting personally."

Leaving the Embassy, they arrived at Canterlot Castle and were ushered into the throne room where the princesses were waiting.

"You must be our new bodyguards?" remarked Luna, who was looking intently at Steve in particular.

"We are," answered Steve.

…

Meanwhile, following his close friend and senior vice president of his company, Tony arrived at Canterlot castle and were also immediately ushered into the throne room.

"I can't believe he's decided to show his face," Steve thought to himself as he watched Tony and Jim walk into the throne room. "Why won't he just accept the fact that I am sorry for hiding the truth about his parents? Maybe that ego balloon of his is probably too far grown to be popped or something like that."

"Princess Celestia," Tony said, him and Jim bowing to her. "We've came as soon as could. You require bodyguards, I presume?"

"Yes, we do require your services," replied Luna, also rising from her throne. "But, not just as bodyguards. You all know that Equestria has the threat of war looming over it, correct?"

"We are aware of the fact."

Just then, the throne room doors opened once more revealing King T'Challa and Bucky Barnes walking, one joining Tony's side and the other on Steve's side.

"Heard about the promotion you got from the king," Steve remarked, patting his friend on the back. "Congrats."

"Well, he sees a lot in me," replied Bucky, who then turned his attention over to Tony. "But any idea what's he doing here?"

"Probably doing the same thing we are doing," remarked Steve, looking over at Tony with a disapproving glance. "Anyways, we've been recruited to protect the princesses, nothing more."

"Thank you for coming at this time of night, King T'Challa," said Celestia, looking over at the king of Wakanda wearing his Black Panther costume. Tony realized at that moment that both Avenger factions were being summoned and wondered where his protégé was.

"Anybody told Pete Parker?"

"School night," said a voice and Julia walked into the room in her Spider Woman costume. "Him and Rachel are in bed. We can brief him in the morning."

"If you say so, Chuckles," chuckled Jim as the two factions of Avengers directed all of their attention onto the two royal sisters.

Once the two factions were gathered, they all turned their attention towards Celestia and Luna.

"As you know, we are at war with the kingdom of Tambeleon," explained Celestia, as she and Luna stepped off their thrones. "Furthermore, in the wake of being invaded by the Storm King, our subjects have called for us to be personally protected. Although we felt like we didn't need the personal protection, our subjects were adamant about it."

"Emperor Grogar is a creature that none of you ever want to face against," added Luna. "When we faced off against him 1,000 years ago, he had a goal to make his kingdom the capitol of Equestria with him as its leader."

"And where do we feature?" asked Sam.

"Part of Grogar's plan is to take our alicorn magic for himself along with the Elements of Harmony and power up his ultimate weapon…the chaos gauntlet."

Activating their magic, the two sisters produced a picture of the golden glove with spaces in the shape of the Elements themselves.

"It looks like the Infinity Gauntlet," whispered Jim to Tony. "Only shaped like a boot."

"The Chaos Gauntlet has the power to capture half of all life across Equestria and bring it into Tambeleon," said Luna. "Tambeleon is a place of pure evil and those who have lived there have told stories of subjects being ruthlessly killed for defying Emperor Grogar."

"So basically," remarked Steve. "He's basically like Hitler, only in the form of a goat."

"How do you know that, Captain Rogers?" asked Luna.

"Because Bucky and I fought against someone like him. He wanted to rule the world and make the lives of people miserable."

"And that is exactly what he wants to do," continued Celestia. "When we fought him a thousand years ago, he still had the same goal and desire. Had we not stopped him, he would have certainly succeeded. But, during his 1,000 year banishment, Grogar spent all his time gathering up his strength and now that he has returned, he is just as dangerous."

"There is no denying the fact he, no doubt, will go after our alicorn magic," added Luna, a look of concern deep in her face. "But if he is going to do that, then he'll have to kill us first."

The tension in the throne room continued to grow as did the tension that was developing between Tony and Steve.

"Rest assured, princesses, that my forces from Wakanda have arrived and are preparing for the fight ahead," reassured T'Challa. "They will lay their lives on the line for you just as they do for me."

"So, what happens now?" asked Tony. "When will this guy strike?"

"We aren't sure," answered Celestia. "But, for now Mr. Stark, you and your faction will serve me while your faction, Captain Rogers, will serve Princess Luna."

"As you command," said Steve, trying his hardest not to look at Tony. "When do we start preparing?"

"Immediately," answered Luna firmly and the preparations to prepare for battle quickly got underway.

…

The next morning, Peter Parker and Rachel Carpenter awoke and prepared for their first day at Twilight's friendship school, with Peter not forgetting why he was enrolled in the first place. In fact, while he was on the train to Ponyville, Tony briefed on what was going on.

"Mr. Stark, are you sure that I didn't need to be with the princesses?" he asked.

"Look Pete, it was a school night, please understand," he said. "Personally, I think this is going to be a far bigger conflict than some are making it out to be. There aren't just ponies that make up this land, you know. And I know for a fact that multiple creatures are enrolled at this school."

"What kind of creatures, Mr. Stark?"

"Maybe its best you find out for yourself, Pete," suggested Tony as the train stopped at the Ponyville station. Stepping off the train, Tony watched as Pete and Rachel made their way towards the Friendship School.

But he had no time to dwell on his protégé's first day. He had to prepare himself and his own faction for the growing war ahead while Peter had to get acquainted with the young creatures that were also enrolled at this school of friendship…

Chapter 22: "Twilight's New Bodyguards"

While the rest of the Avengers were in Canterlot, Twilight Sparkle had no idea that she too was about to have bodyguards of her own. But there was one matter that she needed to attend to and that was Tempest Shadow accepting her offer as Captain of the Royal Guard. Sitting in her study that night, Twilight could only imagine what was going through her mind at that moment.

Just then, she heard a knock on her front door and went downstairs to investigate. Opening the door, she found Bruce standing on the other side.

"Um, can I help you?" she asked confusingly. "And why are you dressed like that?"

"Princess Twilight, sorry for coming in at this hour," he replied. "I'm Dr. Bruce Banner, a member of the Avengers. I've come to be one of your bodyguards."

"Bodyguards?" Twilight asked again. "Um, why would I need bodyguards? Is this because I am a princess or something?"

"It's because you have been ordered to have bodyguards," answered Chancellor Neighsay, walking towards Twilight with Dr. Strange at his side. "For your personal protection."

This made Twilight even more confused by the minute.

"Okay, why is it that I need bodyguards? I'm perfectly capable of defending myself, you know. Is it that because Grogar has returned that I need protection?"

"Yes, Princess Twilight," said Dr. Strange, still wearing the bandages covering his injuries from the fight with Chrysalis and Tirek. "If Emperor Grogar is seeking alicorn magic, then you and your fellow princesses are in danger."

"And for a princess who doesn't have a royal guard," added Bruce. "That's a bad sign. Now, if you could, can I come in?"

Remembering her manners, Twilight allowed for Bruce to make his way into her castle. Knowing that he was probably freezing to death, Dr. Strange ordered his cape to cover Bruce's bare-chested body.

"Thanks Doc," he remarked, the cape wrapping around his neck.

"I don't want you getting sick on my watch."

"Um, okay," stammered Twilight. "So, what are you all going to do now?"

"For one thing," replied Dr. Strange. "We'll monitor for any activity Grogar is causing. If you are in any immediate danger, we will move you to safety, understand?"

Still unsure, Twilight begrudgingly accepted as she made her way back to her study. Just then, another knock was heard at the door and Dr. Strange opened it to reveal Peter on the other side.

"Isn't it a school night for you, Peter?" he asked.

"Sorry, I just couldn't help but sense that something was going on," answered the teenager. "Spider sense, you know?"

"Go back to sleep, Parker. You've got school in the morning."

"Um, okay. But, if there is any trouble, my spider sense doesn't lie."

…

Meanwhile, Twilight returned to her study and sat down at her desk. She still had an assortment of exams to grade in addition to all the events that were transpiring in front of her. At that moment, she looked up and saw Tempest Shadow standing in the hallway.

"Come in, Tempest," Twilight said and the broken horned unicorn entered her office. "I trust you heard all the voices downstairs."

"Yeah, so I guess you heard that you're getting bodyguards," she remarked, sitting down in front of Twilight's desk. "Something that…you've probably should have had from the beginning, right?"

Sensing that Tempest was about to have another bout of remorse for her actions, Twilight immediately jumped in.

"If you were thinking that having bodyguards would have stopped the invasion, it wouldn't have made a difference. In a sense, you are probably the only bodyguard I can possibly trust right now, Tempest."

Tempest felt her spine tingle upon hearing this. The fact that Twilight would say such a thing greatly boggled her mind.

"I mean, you've demonstrated to a T, Tempest," continued Twilight. "So, I'm glad you accepted my offer, but I'm still trying to think why now would you accept it?"

"I told you because it was foretold to me, Twilight. Dr. Strange said so and he has the power to see into the future. He sees me being installed and…"

However, Tempest couldn't finish her sentence. There was still so much she needed to attend to before even thinking about being installed.

"Are you scared to accept an offer?" Twilight asked.

"Well, a little bit after all I had done to Equestria," Tempest answered.

"It's nothing wrong to be a little scared, Tempest," Twilight replied, walking over to Tempest and placing a hoof on her shoulder. "In fact, maybe accepting the offer of being my captain will somewhat silence your neighsayers who want you dead."

Tempest gulped upon hearing this but realized that Twilight was perhaps more than right.

"By the way," she continued. "I've written to my brother and you are to resume your training first thing tomorrow. And he promises to keep his hooves to himself."

"That's a relief," sighed Tempest.

…

At that moment, having been sent back away from Twilight's castle, Peter returned to his quarters in the school of friendship that he was sharing with Rachel.

"Guess you didn't stay for long," she remarked.

"No, they sent me back," Peter replied. "Spider sense doesn't lie, Rachel. I mean, isn't that the same way you feel with your mom?"

This made the red-haired teenager chuckle slightly as she climbed into bed.

"Pete, you don't know the half of it. Whenever my mom's spider sense tingles, there is no telling how she will react. In a way, it's been both a blessing and a curse, largely because it either makes us closer together or drives us apart."

"And yet, she still co-runs a major company that Mr. Stark poured so much of his life into," said Peter. "Makes you even more lucky. Too bad I don't have a mother to look up to."

Hearing this, Rachel couldn't help but sympathize with Peter. In a sense, little did she know that she was starting to get feelings for him. Nevertheless, they had a big day tomorrow with their first day at the school of friendship just over the horizon.

…

Back in Tambeleon, having placed the Storm King in his service, Grogar turned his attention to far more urgent planning.

"So you see, General Maw," he said, showing his newly minted general, Ebony Maw, a map of Equestria. "There is no better way to start flexing our muscles than by launching a random attack."

"What do you propose to do, my emperor?"

"To strike at an ally of the ponies in order to weaken them," Grogar replied. "Once we weaken each ally, then the ponies of Equestria will have no choice to fight alone, even with the help of the Avengers."

"Yes, I see. But, King Sombra requests that he led a possible attack on the Crystal Empire if necessary."

"Perhaps you forget, Ebony Maw," remarked Grogar. "That the Crystal Empire is protected by a powerful shield called the Crystal Heart. If the heart is destroyed, then an invasion of the Crystal Empire is possible. See if he remembers that."

As this was going on, King Sombra stood on a tower of Grogar's castle looking out at the Crystal Empire out in the distance.

"My Crystal Slaves," he seethed, hungry to regain his former kingdom once again. But, little did he know of the Guardians of the Galaxy, that were now residing in the empire…

Chapter 24: "Spider Man's First Day at School"

Taking a deep breath, Peter Parker and Rachel Carpenter joined their new classmates at the school of friendship. With the threat of war still looming, tensions were running high among the multitude of creatures gathered. Nevertheless, they all continued to show respect to Twilight as their headmare.

"So, you are all wondering what is going on here," Twilight addressed her student body. "As you know, Equestria has declared war against the kingdom of Tambeleon. So, security around here is going to be a little tight. Also, we have two new students joining us today, two humans."

A series of murmurs followed only to be silenced by Twilight raising a hoof.

"This is Peter Parker and Rachel Carpenter, who will be with us for a short period of time," she continued as Peter waved at his new classmates. "I trust you will all be welcoming to them and demonstrating to them what you have all learned so far."

A blue griffon who had been watching what was going on, suddenly rose up to gain Twilight's attention.

"Don't worry, teach," said the griffon, raising one of his claws. "We'll look after them."

"Thank you, Gallus," replied Twilight. "You and your friends have already clearly demonstrated so far what it means to be friends."

Peter and Rachel then noticed the changeling and hippogriff that had already met them during their intake.

"Please understand that these new security are not meant to scare anycreature, they are only to protect you. Furthermore, we are also going to be holding safety drills over the next few days. So, don't be alarmed. Now, off to your classes."

With the assembly disbanded, Peter and Rachel joined the group of multiple creatures who immediately welcomed them into their ranks.

"Good to see you again, uh…" said the young female changeling.

"Peter, Peter Parker."

"Oh, that's right. I trust you are liking your time here."

"They've only been here for a short time, Ocellus," remarked a gold colored female dragon. "It's going to take a while for them to learn all of the ropes."

"Yona likes two leg creatures," said a female yak, which made Rachel chuckle nervously.

"You'll have to excuse Yona," remarked a yellow-green earth pony. "Yaks kind of have that lingo talk among them. Name's Sandbar."

"Gallus."

"Smolder."

"You know who we are," said Ocellus, remembering that she and Silverstream had already met them.

With the introductions aside, they all went to their friendship classes and both Peter and Rachel seemingly fitting into their respective routines. Later that day, they all went to the library to do their homework.

"So, how do you both like being here so far?" asked Sandbar.

"Well, it's interesting to say the least," answered Peter. "Certainly, is a lot different than school in Queens."

"What is school like in this 'Queens'?" asked Silverstream. "Do they have stairs?"

"Nothing like here, but they do have stairs," answered Rachel. "Why are you so big into stairs, Silverstream?"

"It's a long story," remarked Gallus. "Anyways, Headmare Twilight says that you two are only going to be here for a short time, is that true?"

Realizing that they were going to be getting in on his secret, Peter motioned for all the creatures gathered to come forward in a huddle.

"Can each of you keep a secret?" Peter whispered.

"Sure," Ocellus whispered back.

With nopony watching, Peter said his peace with his new multi-creature friends.

"I'm really here because of the threat against Equestria," he explained in a low voice. "I'm a member of a group assigned to combat this threat. I have a secret identity that you must never reveal to anyone except Headmare Twilight."

"What is your identity?" asked Gallus.

"I'm an Avenger known as…Spider Man."

Hearing those words, the creatures broke from their huddle and swore to keep their secret to themselves.

"And one other thing," Peter added, motioning for them to huddle back up. "Rachel's mom is also…"

"I can say it Pete," interrupted Rachel. "My mom is also an Avenger known as Spider-Woman. Sure it may sound crazy, but it's true."

"Don't worry," said Ocellus. "We'll keep your secret safe with us."

"Cross my heart, hope to fly, stick a cupcake…" Silverstream started to say, but couldn't finish her sentence which caused the rest of the group to look at her. "Professor Pinkie Pie taught us that, remember?"

Right away, the chemistry between them was exquisite. However, Peter couldn't help but notice the forlorn look on Gallus' face. He didn't know it at the time, but there was a connection that was developing between him and the blue griffon.

…

Meanwhile, at Equestria's branch of Stark Enterprises in Canterlot, Tony and his faction of Avengers, except for T'Challa, were reviewing intelligence sent to them by S.M.I.L.E.

"Is this what came in, Tony?" asked Jim. "The latest intelligence?"

"Afraid so, Jim," answered Tony. "Apparently, there has been a threat against the Crystal Empire."

"Crystal Empire?"

"It's a kingdom just to the north of here. It was where the Guardians of the Galaxy crash landed. Guess that someone in Grogar's ranks wants to take it for himself."

"What can we do about it?" wondered Julia. "We have a sworn duty to protect the Princesses."

"I'm thinking we send some of our company's armor that we had been developing to the Crystal Empire. In fact, Jim, is the hulkbuster armor still functional?"

Jim was surprised that Tony could remember the armor that was used to defeat and subdue the Hulk several years back.

"It is," remarked Jim. "But, who would even want to pilot it aside from Banner or even you?"

"We'll find someone," replied Tony, who then looked over to his wife. "Julia, do you think…?"

Right away, Julia had a sense that Rachel was going to be dragged into the rising impending war.

"No, absolutely not, Tony!" cried Julia. "I cannot allow you to place my daughter in a dangerous situation!"

"Chuckles has a point there."

"Shove it, Jim."

"Come on, Julia. Rachel may not be hero quality, but she can at least contribute in a way."

"Just because she is your step daughter, Tony, it doesn't mean she should be thrown into a situation she can't get out of. In fact, why not have a pony pilot the hulkbuster armor?"

This gave Tony an idea that he began to process in his brain. His wife and Chief Operating Officer of his company had a point, a pony piloting his company's armor would send a message that Stark was willing to include ponies working for him.

"I think you just gave me an idea," said Tony, proceeding to write down a memo to bring a pony in to help pilot the hulkbuster armor.

…

Meanwhile, at Wonderbolt headquarters, Spitfire and Soarin' stood outside while they waited for Sam Wilson to land in front of them.

"Are you the ones who sent for me?" he asked, folding his wings back into his jetpack.

"Yes, I'm Spitfire, leader of the Wonderbolts and this is my second-in-command, Soarin'," she answered. "We have a request for you to train our cadets for the fight ahead."

Realizing what he was getting himself into, Sam listened in to what the commanders of the Wonderbolts had to say. Little did he know how much of an impact he was going to be to the Wonderbolts…

Chapter 25: "Sam Wilson, Wonderbolt Trainer"

Following Spitfire and Soarin' into Spitfire's office, Sam Wilson anticipated whatever was being given to him to prepare Equestria for the war against Emperor Grogar. Once he arrived in their office, Spitfire stood at her desk and looked at him intently.

"All right, Sam," she said, taking off her sunglasses and placing them on her desk. "You know why you are here right?"

"Well, you want me to help prepare your fliers for battle against Grogar," replied Sam.

"That is correct, Sam. Princess Celestia wants to have our flying forces at full strength for the defense of Equestria. I can't teach them advanced basics, but you can according to S.M.I.L.E."

And Spitfire passed over a piece of paper that listed Sam as a reference to train the cadets.

"I know it may seem like it's easy, but it's really not."

Placing the paper back on Spitfire's desk, Sam absorbed what had been said of him. However, Spitfire wasn't finished.

"To this end," she finished. "I'm suggesting that you start small and then work your way up the ladder. I have two of my most promising flyers that I feel could learn the most of you."

Just then, the doors opened to reveal Soarin' with two Pegasus ponies behind him in Wonderbolt Reserve uniforms. One was a moderate cerulean male with a light sea green mane and tail. The other was a light chartreuse greenish gray female with a cyanish and emerald greenish mane with a hint of pale apple green.

"Uh, who is this?" asked the cerulean male Pegasus, only to be silenced by Spitfire with a glare to the face.

"Vapor Trail, Sky Stinger, I'd like you to meet Sam Wilson of the Avengers."

Vapor felt her knees buckle upon seeing Sam for the first time. It was the first time, after all, that she was meeting a human up close and personal.

"Nice to meet you," remarked Sky Stinger, extending his wing to shake Sam's hand.

"This how you shake hands?" asked Sam.

"What are hands?"

"This is a hand," Sam explained, showing off his hand to the two cadets before turning his attention to the timid Vapor Trail. "And I trust you must be Vapor Trail. Don't look so nervous, I'm not going to bite."

"Uh, okay," said Vapor timidly. "It's just that I haven't seen…"

"A human before?" chuckled Sam, stroking his hand on her cheek. "Don't worry, I'm not like most of my kind. I'm here to help you prepare for the fight of your lives."

"Wilson is going to be responsible for overseeing Equestria's aerial support for the battle with Grogar," explained Spitfire. "We're going to be using you two as a trial for the methods we hope to use."

"Are you certain…Spitfire?" asked Vapor Trail, nervously.

Spitfire could sense the building anxiety inside of Vapor Trail. In fact, she couldn't help but feel nervous herself. Even though she was a leader of the Wonderbolts, Spitfire was just a pony and had feelings.

"There isn't that much of a choice, Vapor Trail," sighed Spitfire. "It's all hooves on deck at this point."

With very little options, Vapor Trail had no choice but to accept the cards she had been dealt with. She and Sky Stinger followed Sam out of Spitfire's office and Spitfire let out a deep sigh as she sat back in her desk.

"Do you think we're doing the right thing, boss?" asked Soarin'.

"I don't know, clipper," muttered Spitfire, rubbing her eyes with her hooves. "Part of me doesn't want to do this, but what else can be done? We're fighting against a dangerous kingdom and we must be ready for whatever comes."

Sighing again, Spitfire realized what needed to be done.

"Get the rest of the bolts," she ordered Soarin', looking at him. "We're going to have a meeting about all of this."

"If you say so, boss," replied Soarin' as he left Spitfire's office.

Once her second-in-command was gone, Spitfire looked down at a picture of her mother, Stormy Flare. Taking a look at the picture, she gulped nervously.

"I'm scared, mom," Spitfire thought to herself. "I wish you were here with me right now."

…

Back in the Crystal Empire, Tempest Shadow arrived back at the Crystal Empire where guards were in full force, patrolling the empire back and forth, guarding every building and watching every citizen.

"Wh…what's going on here?" she asked a crystal guardspony.

"There is a growing threat from King Sombra, young mare," replied the guard. "If I were you, I'd take shelter now."

"That certainly didn't help," muttered Tempest as she made her way into the main castle.

Once she got inside, she saw a door and heard the sounds of Shining Armor talking inside the meeting hall. Moving towards the meeting hall, she saw several military ponies step out of the room as she stepped in.

"Hey, who are you?" asked Drax, taking out a knife from his holster and preparing to toss it at Tempest only to be stopped by Shining Armor. "Hey!"

"Stand down," ordered Shining Armor, using his front left leg to lower Drax's arm before turning his attention back to Tempest. "Tempest Shadow isn't a threat anymore. In fact, Twily told me you were coming back to finish your training."

"Yes, Prince Armor," said Tempest, bowing her head to him and Cadence. "I have decided to take the offer of being your sister's royal guard captain."

"Even after all you've done?" remarked Cadence.

"Yes, Princess Cadence. I was told that if I became her captain, I would play my part in the growing war."

Seeing a broken horned unicorn in his presence, Quill stepped forward to get a closer look.

"Um, who might you be?"

"Oh, uh, you'll have to excuse me," chuckled Quill. "I'm Peter Quill, but you can call me Star-Lord. The guy with the knives is Drax and the walking tree is Groot."

"I am Groot."

"I'm Tempest Shadow," replied Tempest, awkwardly. "Are you in league with Dr. Strange?"

"Dr. Strange? The wizard dude?" asked Drax, finally letting his guard down and putting the knife back into his pocket. "We fought with him on Titan against Thanos…before we were turned to dust."

Tempest was confused at the Guardians but realized that there was still plenty of work that needed to be done in terms of her training.

"So, I take you are coming back to resume your training?" remarked Shining Armor. "You can see that we are under threat from King Sombra, so we're going to do things a little differently."

"In what way?"

"We're going to need you to take part in the defense of the Crystal Empire," answered Shining Armor, much to Tempest's shock and amazement.

"Are you sure about that?" asked Cadence, who was just as equally confused as Tempest. "Not everypony will…"

"They'll have to accept her for being here, Cadence," interrupted Shining Armor, firmly. "If we are at war along with the rest of Equestria, then so is Tempest Shadow."

…

Chapter 26: "Sombra Charges the Crystal Empire"

Tempest Shadow had returned to the Crystal Empire expected to resume her training to become Twilight Sparkle's royal guard captain. Instead, she had returned to an empire on the verge of an attack by it's most feared enemy. Like Shining Armor had told her, Tempest wasn't going to still be fully welcomed, but there was very little choice.

"To be honest," sighed Princess Cadence, as she looked out among her kingdom's fighting force taking up positions at the edge of the empire's borders. "I haven't seen the Crystal Empire like this since Thorax first came here. If only we could…"

"We can't, Cadence," sighed Shining Armor, looking over at his wife. "We have to focus on what's going on right here and right now. It's clear to me that Sombra will be attacking in all directions, so we're going to want every inch of this kingdom covered."

Shining Armor then turned his attention over to Quill, Drax and Groot thinking that they could be some help.

"Star-Lord, can you and your friends help defend our kingdom?" he asked.

"Well, we aren't quite 100% after our freefall, but we'll do what we can to help," answered Quill, reaching into his pocket and touching his blaster. "Normally, we get rewarded and…"

But a look from Drax interrupted him.

"Let's not think about rewards right now, Quill," he remarked. "We focus on protecting the empire."

Just then, a messenger pony came running to them with a message in his aura. Shining Armor read it carefully before passing it over to Cadence.

"What is it?" asked Drax.

"There's a platoon of about 300 troops heading our way," answered Shining Armor. "They are a combination of Sombra's forces and Grogar's forces. And guess who's leading them?"

"Sombra?" asked Cadence, nervously.

"Oh yeah," said Shining Armor, immediately putting on his battle helmet.

…

From inside the throne room at Tambeleon, Grogar watched with Tirek, Cozy Glow, Chrysalis and the Storm King as his combined forces marched towards the Crystal Empire.

"I just hope Sombra knows what he is doing," said Cozy Glow. "Do you think it is a good idea for him to just jump into the action?"

"Patience, my child," replied Grogar, looking over at his viewing globe. "I tried to talk Sombra out of it, but he wouldn't listen."

"Then why didn't you stop him?" wondered the Storm King. "Going in without backup is…uncool."

"Because he'll learn something on his own, that's why."

Watching from the viewing globe, the villains saw the overthrown king of the Crystal Empire led his combined forces towards the borders of the Crystal Empire.

"Soon, my Crystal Slaves," he laughed evilly. "You will be mine once again."

…

Meanwhile, Rocket Raccoon and the remaining Guardians found themselves witnessing Crystal ponies running all around them, preparing for the impending assault.

"Something doesn't seem right," cried Gamora, climbing out of bed with some of her strength back. "Why is everyone running around like crazy?"

"Because there is an attack coming?" guessed Rocket.

"Something is coming," advised Mantis, her antennae picking up movement coming from Sombra's forces. "The Empire is on edge."

Realizing that they needed to act fast, Rocket, Gamora and Mantis each got out and attempted to make their way to the front lines. The bounty hunter raccoon struggled to walk, but wasn't going to back down easily.

From up in the tower, the rulers of the Crystal Empire along with Tempest Shadow had all of their horns ready and aimed at the approaching forces.

"Princess Cadence," cried Sunburst, running over to them. "I've placed Flurry Heart in the shelter."

"Thank you, Sunburst," replied Shining Armor. "Go and stay with her until we give the all clear."

Knowing that their daughter was safe, Shining Armor and Cadence focused on the battle at hand. Just then, a guardspony cried out in a loud voice:

"SOMBRA, RIGHT AHEAD!"

Without any more warning, the view of King Sombra leading a platoon of donkeys and ponies loyal to him appeared over the horizon, ready to charge and seize the empire. Quill donned his mask and Drax pulled out his knives while Groot readied his vines.

"Steady!" Shining Armor shouted. "Wait till I give the order!"

The Crystal Empire's military readied their horns as Sombra's forces got nearer and nearer to the borders. As they neared the empire, Shining Armor turned to Tempest.

"Consider this part of your training," he said and Tempest nodded in reply. She knew Shining Armor had a point, this was more than likely a training exercise for the real deal. Soon, the combined forces were about a mile from reaching the borders. Raising his hoof and lowering down sharply, Shining Armor gave the signal. "COMMENCE FIRING!"

Acting on his order, the Crystal Empire's guardsponies opened fire on the advancing army, randomly striking down wayward soldiers. Snarling, Sombra charged and powering up his horn, prepared to storm through anypony that stood in his way. From up in the tower, Shining Armor and Cadence fired their magic blasts as well while Quill did the same from his blasters. At that moment, Rocket and the remaining Guardians made their way up.

"What's going on, Quill?" Rocket cried.

"You guys planning to help?" Quill asked, handing Gamora one of his blasters. Joining the ranks, the remaining Guardians fired upon the charging forces. Sombra used a shield spell to deflect whatever blasts were fired upon him.

"DON'T LET HIM PASS!" shouted Cadence, who was just about to fly down, only to be stopped by Shining Armor. "SHINING ARMOR, WHAT ARE YOU DOING?"

"I can't let you go down," he ordered.

"WHY?"

"He wants your magic," Tempest said, firing blasts from her horn as she stepped onto the ledge of the tower. "For Emperor Grogar to use for his own free will."

With a loud yell, Tempest Shadow jumped off of the ledge and ran through the streets right towards Sombra. Seeing this act of bravery, Quill realized that Tempest needed support.

"We've got to help her, who's with me?" he asked his fellow Guardians and all except Gamora and Mantis, jumped down to help Tempest stop Sombra from entering.

…

At S.M.I.L.E. headquarters, news of the impending attack on the Crystal Empire reached Fury Swipes.

"What's going on?" the human-like cat cried, trying to look at the map of Equestria. "Sombra's on the move?"

"Afraid so, sir," said a S.M.I.L.E. agent. "He has an army of 300 ponies loyal to him as well Grogar's donkey soldiers."

"Get me the princesses," he ordered. "I want them to know what is happening here."

But like Cozy Glow in Tambeleon, Fury Swipes was also wondering how and why Sombra was attacking alone. To him, it just didn't make any sense.

…

Still, news of the impending attack reached Twilight's castle and the Princess of Friendship, fearing for her brother, sister-in-law and niece knew she needed to help.

"Twilight, what is it?" cried Spike as Twilight dashed out of her office.

"It's the Crystal Empire," Twilight replied. "Sombra's attacking it."

"But I thought Cadence destroyed him."

"Thank Grogar for bringing him back to life," Twilight said as she quickly took to the air. "I'll report when I can!"

Spike then watched as Dr. Strange and Bruce Banner followed with Bruce slowly transforming into the Hulk.

"Feels good to let it out, Dr. Banner?" the wizard remarked.

"Yeah, this has been going on for too long," snarled the changing Bruce.

From the window of one of their classrooms, Peter and Rachel watched Twilight take to the air during one of Rainbow Dash's loyalty classes.

"Um, excuse me, guys?" asked Rainbow Dash, trying to gain their attention. "Pay attention here, will you?"

Sooner or later, Peter knew that Spider Man was going to have to make an appearance somewhat…

Chapter 27: "Driving Sombra Back"

With blast firing from their valiant horns, the forces of the Crystal Empire did whatever they could to try and stop King Sombra from advancing past the borders. Flying through the air, Quill leapt from rooftop to rooftop pointing his laser and firing it at the approaching forces.

"Boom!" he called, throwing a bomb at the feet of several approaching forces and being blasted back by the blast.

But it wasn't enough. Sombra was now less than one mile from the border and he quickly sped himself and his soldiers up using a speed spell. Many of the Crystal Empire's citizens prepared themselves for the arrival of their tyrannical former leader, but neither Shining Armor nor Cadence would give in.

"He will not pass!" cried Cadence, immediately taking to the air much to the shock of her husband and firing a strong blast of magic at Sombra, striking him in chest and pushing him back onto the snowy ground. The rest of the Guardians jumped off

Getting back to his feet, he growled upon seeing Cadence and fired a blast of magic at the Crystal Princess in a counter move. Sensing this, Cadence managed to duck out of the way. Determined to protect her subjects at all costs, she fired another blast of magic at Sombra which he deflected with a shield spell. Sombra then fired a blast of his dark magic at Cadence, striking her in the wing and sending her down to the ground screaming.

"CADENCE!" screamed Shining Armor, who immediately jumped off of the tower to help his wife as she fell to the snowy ground below. Sombra chuckled as he advanced towards the fallen Cadence. Several of the Crystal guards tried to help, but were stopped by several donkey soldiers. Shining Armor tried to get through, but he too was stopped by several donkey soldiers.

Struggling to get back to her feet, Cadence realized that unless she could do something, Sombra was going to kill her.

"Well, well," he laughed, looking down at the wounded Cadence. "Perhaps taking back my throne will be easier than I thought. But first…"

He aimed his horn and prepared to fire a blast of magic at Cadence to finish her off only to be hit himself by another blast of magic right in his chest. Recoiling, he tried to find the source of where it came from.

"Get away from her!" commanded Tempest Shadow, her broken horn glowing as she advanced to protect Cadence. To Sombra, this seemed very amusing to him. However, he soon felt another sharper pain strike him in the side. Recoiling, he saw Drax armed with several knives in each of his hands. The rest of the Guardians followed suit, eager to protect Cadence at all costs along with Tempest Shadow.

"So, I have to defeat all of you to get what I want?" remarked Sombra, once again charging up his horn. "Challenge accepted!"

He aimed his horn at Tempest and the Guardians, which they all managed to duck out of the way. Rocket leapt at Sombra and struck him in the face, scratching him in the face with his claws.

"You like that, huh?!" he cried as he swiped at Sombra. "You like that?!"

Using his magic, Sombra tossed the raccoon into the snow and fired a blast at Quill, who managed to duck out of the way quickly. Drax then threw another knife at Sombra, only to be sent flying back into the snow. Groot then joined the fight using his tree powers to engulf Sombra in vines, lifting him up into the air. Snarling, Sombra broke apart the vines and sent Groot flying back into the Crystal Empire.

Now only Tempest stood in Sombra's way, using whatever magic inside of her broken horn to try and defend Cadence.

"For a wounded unicorn," he laughed. "You are quite a powerful warrior. It's no wonder the Storm King chose you as his second-in-command."

Tempest didn't care for what Sombra had to say and instead charged at Sombra, hitting him in the chest and knocking him back down. She then proceeded to try and push him further down in the snow in an effort to suffocate him. But the much larger unicorn pushed Tempest back. Activating her broken magic, Tempest attempted to try and subdue Sombra again, only to be pushed back again towards the empire's gates. Cadence watched in pain as Tempest and Sombra continued to fight. Racing to her side, Quill and the rest of the Guardians attempted to bring Cadence to safety.

"Come on," Quill cried as they lifted Cadence by her legs. "Let's get her to safety."

"I can…manage," she gasped in pain. But, the Guardians of the Galaxy weren't listening.

…

Just then, a blast of magenta colored magic struck at several donkey soldiers trying to cross into the Crystal Empire. Looking up, they all saw Twilight Sparkle, her face filled with rage as she fired another blast of her alicorn magic at Sombra's approaching army. Before the invading army could figure out what hit them, they were then soon ambushed by the Hulk, letting out a loud roar as he tossed several soldiers around like toys. Those who weren't ambushed by the hulk were then engulfed by hundreds of magical ropes as Dr. Strange also arrived on the scene using a multiple cloning spell on himself to pick the soldiers up and toss them away.

…

Seeing this, Sombra tried to figure out what was happening only for Tempest to kick back onto the ground. Tempest threw several punches and kicks at him and realizing that there was no way he was going to get the empire today, there was only one thing for him to do.

"Get out," Tempest snarled, her broken horn glaring. "Leave and never come back before I kill you, Sombra."

Struggling to get back onto his feet, all Sombra could do was laugh in amusement at Tempest.

"You wouldn't dare kill me, mare," he said. "I will get the Crystal Empire back and Emperor Grogar will take Equestria!"

Using a spell to call back his forces, Tempest and the rest of the Crystal Empire watched while Sombra and his forces retreated.

…

From the viewing globe, Grogar and his fellow villains reflected on what just happened.

"Well, you see why he couldn't do this alone," said Grogar, addressing his comrades. "If he is going to take the Crystal Empire, he will need us to aid him."

"Well, duh!" remarked Cozy Glow. "I tried to become Empress of Friendship alone and…"

"I think they know everything you had told them, Cozy Glow," interrupted Tirek, giving his protégé a blank stare. "So what do we do now, my emperor?"

"We take what we have learned from this fight," Grogar replied, looking down at his map. "We analyze, we study and then we prepare to strike! Of course, if there is one thing we have learned from Sombra's little farce, it is that we have to weaken Equestria's allies."

It was then that the Storm King interjected.

"Um, if you are going to ask anyone who has…I don't know…gone from town to town conquering, I'm your dude."

Hearing the word "dude" didn't bode well with Grogar who merely gave the Storm King a blank stare.

"Foolish satyr," he muttered, walking past the Storm King. "No wonder you were considered an amateur in my eyes."

Before the Storm King could reply, Grogar made his way out of the throne room with the rest of the villains following suit.

"An amateur?" he remarked, left alone in the throne room and staring down at the map. "Is that what he thinks of me as? He'll have himself know that I was the one who conquered Pony town to begin with. Well, he'll be sorry he chose those words to describe me!"

Chapter 28: "After the Defense"

Watching the retreating King Sombra and his forces, the citizens of the Crystal Empire were grateful to have both stopped and survived the return of its former leader. However, the tension was still high, especially among Cadence, Shining Armor, Tempest Shadow and the Guardians of the Galaxy, who had led most of the defense.

"She should be okay after a few days," remarked a pony doctor to Shining Armor as he walked out of an examination room, facing Shining Armor, Twilight, Tempest and the Guardians of the Galaxy. "Although I would have her rest on not flying for about a week."

"Cadence isn't going to like that," sighed Shining Armor, understanding the gravity of his wife's situation. "Why didn't she just listen to me and stay put?"

"That's for you and her to discuss," remarked the pony doctor as he walked away. Shining Armor then proceeded to walk into the examination room and there was Cadence, lying on her side with a cast on her left Alicorn wing.

Seeing Cadence injured brought shame and disbelief to Shining Armor, who couldn't believe what he was seeing. The love if life, the mother of his daughter, had been injured protecting her subjects.

"I had to do it, Shining Armor," she said firmly, turning her head towards him. "What else could I have done to protect our subjects?"

"Cadence, I told you Sombra was too dangerous for you to face," groaned Shining Armor, only to be stopped by Twilight. "He could have killed you! Don't you see, Cadence? When I tell you that I don't you want you to fight, I want you to take it to heart!"

Cadence sighed, still believing that what she did was for the greater good. Even Twilight, her sister-in-law, thought so too.

"Either way Shining Armor, Cadence did what any princess would do," said Twilight, firmly looking up at her brother. "If it hadn't been for Cadence to begin with, Sombra would have gone through the gates and into the city."

"And we wouldn't have been able to stop him," added Tempest. "Then again, this is probably part of my royal guard training, isn't it? To live out situations like this."

This made Shining Armor realize that what Tempest said was partially true. He did have her come back for more training and there was no other way to justify it.

"I…I suppose you're right, Tempest," he said, admitting defeat on his words. "But that still doesn't excuse you, Cadence, from not listening to me."

"Hey!" interjected Quill, catching Shining Armor off guard. "Cut her some slack, why don't you? We are at war after all and our loved ones are all at risk of being injured, or worse killed!"

A hushed silence fell on the group for a brief moment. Quill was right, they were at war and many lives were going to be sacrificed for the good of Equestria.

"Peter," gasped Gamora, her mouth dropped open slightly.

"I'm serious, Gamora! We are at war" cried Quill, giving his girlfriend a look before turning towards Shining Armor. "Even though my fellow Guardians and I have been for a short time, we know for a fact that this is a war that is going involve sacrifice. We've been though a war and our souls ending up in a soul stone because of an intergalactic despot in the form of her stepfather, Thanos. We've experienced it on Titan, we'll experience it here."

Just then, Bruce and Dr. Strange arrived in the room, helping some of the wounded and injured into the hospital wing.

"Not a whole lot of injuries, but still pretty significant," said Bruce. "I got to tell you, you don't want to mess with that monster you call a pony."

"A pony is an understatement," remarked Twilight. "King Sombra is a monster, not a pony. They are all monsters, even Cozy Glow, despite the fact she is a filly."

"A little monster," added Dr. Strange. "Who is learning from the most foul creatures in this land. But, we have more important matters to focus on, Twilight."

A look of suspicion befell on Twilight's face upon hearing this.

"What do you mean, more important matters?"

…

Back at Tambeleon, King Sombra returned with the rest of his forces who were still alive where Grogar was waiting for him along with the rest of the villains in the throne room.

"So, you tried to regain the Crystal Empire behind my back, King Sombra?" the demon goat asked. "Normally, I'd have you exiled or fed to Scarface for treachery, but I think we can use your little farce to our advantage."

"My friend, please understand," begged Sombra, bowing to him. "I have been out of the Empire for so long and…"

"Silence, Sombra!" barked Grogar. "You'll get your leadership at the Empire back in due time. But, we must perform our plan in easy steps before we can accomplish what we set out to do."

Walking over to the map, Grogar pointed towards several different locations in Equestria, each one different from the other.

"There is no denying the fact that the Princesses are going to rely on their allies for support against us," explained Grogar. "According to this map, there are five different locations in Equestria that harbor creatures of different types. I want to have these allies of theirs neutralized and unable to help."

The sense of being given the opportunity to attack Equestria's allies gave a sense of satisfaction to some of the villains.

"To this end," explained Grogar. "I want us to focus on Step 1 before we move on to Step 2."

"What…is Step 2, exactly?" asked the Storm King.

"Step 2 is to obtain the Elements of Harmony as well as the alicorn magic of the 4 princesses," laughed Grogar. "Step 3 is to conquer Canterlot and make their citizens become citizens of Tambeleon, that's what."

"Uh huh," remarked the Storm King, still unconvinced as he scratched the top of his head. "Right."

"Now, for what I want to have done," said the Storm King. "I want each of you to lead a platoon and cripple that particular ally, making them unable to help the ponies. Chrysalis, you and General Kuwaga disable King Thorax."

Happy to hear this, Chrysalis complied to this order.

"Tirek, you and Cozy Glow shall take the yaks."

"Sombra, I want you to take the dragons. Your backstabbing actions inspired me to assign you for this job."

Sombra growled in slight embarrassment upon hearing this.

"Storm King, I'll have you lay siege to Mount Aris. Personally, I think you'll be enjoying yourself in picking up where you left off."

The Storm King was delighted to hear such a thing, but there was still one land that needed to be obtained.

"But, what about the Griffons?" asked Cozy Glow.

"The Griffons, my dear, have been through a civil war and thus have rendered themselves completely useless," answered Grogar, much to Cozy Glow's surprise. "Now, go prepare your forces at once."

Heeding his order, the villains all left to prepare their forces. Once they were gone, Grogar summoned Ebony Maw and Proxima Midnight into the throne room.

"As for you two," Grogar ordered. "I want you to start preparing the forces that will be attacking Canterlot. I want the best of the best, the most loyal to me fighting in Canterlot. Do you understand?"

"As you command, my emperor," replied Proxima Midnight, her and Ebony Maw bowing to Grogar.

"Very soon, my friends. Equestria will fall and Tambeleon will rise in its place."

…

Chapter 30: "Meeting the Mean 6"

Using the powers of his bell, Emperor Grogar once found himself in the depths of hell determined to find the servants who once served Chrysalis. Walking past the prisoners caged for eternity, he once again found himself at the throne of Lord Satan himself. The cloaked figure rose from his throne and stepped down to embrace the goat.

"As I believe my eyes," he remarked. "Why have you come back?"

"Lord Satan," replied Grogar. "I have returned to ask you for an audience with the souls of six servants of Queen Chrysalis."

"Hmm, indeed. So, you seek an audience with them, Emperor Grogar. I must advise you that they have been the most defiant of my prisoners."

But Grogar was determined to meet them.

"Show me."

"Very well."

Following Satan, Grogar smiled evilly knowing that he would soon be meeting with carbon copies of the Princess of Friendship and her friends. Little did he know that as they walked through the halls, a cloaked figure watched him closely.

…

Soon, they arrived at a section of hell that was reserved for the worst of the worse, even worse than any of the villains Grogar was working with. In a group of six cells were dark colored ponies that gazed grimily at Grogar.

"What do you want?" asked the evil twin of Twilight Sparkle. "Leave us alone!"

But, the evil Twilight was met with a blast of dark magic from the tip of Satan's skeletal finger that nearly struck her.

"Hey," grumbled the evil Pinkie Pie from inside her cell. "Why don't you lay off you cloaked clown?"

"HOW DARE YOU!" shouted Satan, glaring at the evil party pony. "You will all show me and our honored guest some respect!"

"Whatever," muttered the evil Rainbow Dash.

Ignoring the ignorance that these evil ponies were showing him, Grogar decided to talk to them anyway.

"I am Grogar, emperor of Tambeleon and I have expressed interest in having you join my services."

"Why do you ask us to join?" asked the evil Applejack. "Heh, it's not like we're going to serve somepony like you."

"For one thing," continued Grogar. "I understand that you seek the elements of harmony for your own personal gain. Well, I too, seek them and if you serve me, I promise to share you their power just as equally."

"NO! YOU CAN'T HAVE THEM!" shouted the evil Rarity, clutching the bars of her cell. "THEY WILL BE MINE! ALL MINE!"

Catching her attention, Grogar went to stare her down.

"No," he whispered to her before turning to the other ponies. "You will share their powers with me and your fellow ponies. And furthermore, you will be working alongside your creator, Queen Chrysalis."

"What?!" the mean 6 cried out.

"Yes," replied Grogar. "If I bring you back to Equestria, you will obey me and me alone! You will do tasks that I will ask you to do and if you disobey me, you will find yourselves back here."

"I'd much rather be here," remarked the evil Applejack, clearly lying to Grogar. Nevertheless, Grogar was going to enlist their services one way or another.

"You will all obey me," commanded Grogar. "Because as of now, you all serve me!"

And Grogar chanted his incantation, engulfing the mean six in his spell causing their ghostly spirits to disappear.

"Hey, let us go!" protested the evil Pinkie Pie, but it was too late. With a flash of light, Satan found himself starring into six empty cells. In a way, he was glad to be rid of these six evil spirits.

…

Watching from a safe distance, the cloaked figure took in what he saw and hastily departed in a white flash.

"What was that?" cried Satan, turning around sharply and taking notice of the bright flash of light. "Who is there?"

But Satan didn't get a response. The silence of hell quickly returned, but one of the prisoners knew exactly who it was.

"You, Asgardian!" he cried, directing his attention to the imprisoned Loki. "Who was here?"

"No one," stammered Loki, much to Satan's confusion. "I swear to you…no one."

…

Back in Tambeleon, Grogar and the Mean 6 found themselves back in Grogar's throne room where all of the villains were waiting.

"I told you that I wouldn't be long," he said, but Chrysalis could only snarl at the presence of the six evil ponies she created. "I'd like to introduce you to the clones of the element bearers."

"How dare you show yourselves in my presence again?" Chrysalis snapped, stamping her front left hoof down hard. "You made a grave mistake bringing them back, Emperor Grogar!"

"I agree with her majesty," remarked the evil Rainbow Dash. "What good are we to you? If you want to obtain the elements, why come to us?"

"Because you corrupted the tree of harmony," replied Grogar. "And with the tree corrupted, you will…"

"Wait a minute, wait a minute," interrupted Cozy Glow. "How could the tree of harmony be corrupted? It defeated me and allowed me to be imprisoned with Tirek here."

It was at that moment that Chrysalis came forward, sighing in irritation.

"Because I wanted the elements to rebuild my position as queen," she answered. "You six must have corrupted them simply by being near the tree."

Hearing this brought a smile to Grogar's face. Chuckling, he could only show nothing but gratitude to Chrysalis for her unintentional acts.

"In that case," he laughed, approaching Chrysalis and stroking her chin. "I thank you for actions, Chrysalis. You have been helpful in weakening the tree and allowing the elements to easily be targeted. But, you shall not be there when I obtain them."

"What?" Chrysalis asked, feeling somewhat shocked. "I created these fools, so I should…"

"You shall remain with your fellow villains and focus on attacking Canterlot," interrupted Grogar. "I realize now that rather than dividing and conquering, we attack Equestria right at its heart taking them and their allies with us. Now, we move on to the next phase of the plan."

"What is that?" asked the Storm King, clearly unhappy that he wouldn't be attacking Mount Aris after all. "Come on, goat! Spill the beans!"

Grogar merely growled at the Storm King upon hearing this remark.

"If your premediated attack on the Crystal Empire was any indication, Sombra," replied Grogar, looking over at him. "The princesses will take what they have learned and use it to defend themselves against a large-scale attack. But that doesn't excuse you from going behind my back."

"So, what do we do now?" asked the Storm King again.

"We wait to see if they do just that," answered Grogar, much to the Storm King's impatience.

"Come on! I'm tired of sitting around and waiting!" protested the Storm King.

"Perhaps you'll find yourself time to build your forces," suggested Grogar, which caused the Storm King to let out a sharp groan of frustration. "That goes for all of you as well."

Having said those words, Grogar reached for the chaos gauntlet, putting it on his left front leg and letting out an evil chuckle.

"Besides, I'm willing to wait as long as I can to get what I want."

And with that, the waiting game had started for both sides…

Chapter 31: "Rainbow Dash Meets Sam Wilson"

Sky Stinger and Vapor Trail awoke early the next morning anticipating their first training session with Sam Wilson. The two Pegasus ponies and lifelong friends could only wonder what was just was going to happen. At the same time, Sam Wilson also wondering how this was going to go and he was talking to Steve Rogers about it. Sitting in his room at the Wonderbolt Headquarters, he turned to Steve for guidance.

"I'm sure this is a great honor that they chose you to prepare Equestria's aerial attack," said Steve on a tablet screen in Sam's hands. "Just don't forget what you are here for."

"I won't forget, Cap. These guys need help preparing for war and its my duty to do just that."

"Can't think of anyone more qualified," chuckled Steve. "Right now, the princesses remain safe, which is all that matters to me. If their magic gets into the wrong hands…"

"It won't, Cap," interrupted Sam. "Trust me, it won't if we have anything to say about it."

Just then, Sam heard a knock at the door to his room and he needed to answer it.

"That's Spitfire," he said. "Talk to you later."

"Good luck, Sam."

Answering the door, Sam opened it to reveal Spitfire on the other side along with Soarin.'

"Morning Falcon," said Spitfire. "Vapor Trail and Sky Stinger are waiting downstairs for you to being their training."

"Anyone else joining?" asked Sam, gestering them to come inside his quarters. "I know you said it is a trial run, but…"

"If things go well," remarked Soarin'. "Liking your quarters?"

"Yeah," answered Sam as he put on his jetpack. "I got to tell you, the hotels I have been to haven't exactly been five-star accommodations."

Both Spitfire and Soarin could only chuckle at this remark.

"Now then," said Spitfire. "Your boss, Tony Stark, had delivered several jet packs for our cadets."

A Wonderbolt cadet then came in bringing in a pair of jetpacks with wings similar to Sam's. Sam looked them over carefully.

"Are you sure that the wings are necessary?" he wondered. "I mean, you guys can fly right?"

"We can fly, but not at high speeds," replied Spitfire, removing her sunglasses. "Otherwise we would in a full body wing and hoof cast drinking through a straw."

"Except for me of course," said a voice that belonged to Rainbow Dash in her Wonderbolt uniform.

"You must be Rainbow Dash?"

"I am. And you must be Sam Wilson? The human with the wings?"

Pressing a button on his chest, Sam's wings opened up with a loud noise.

"Whoa, impressive wingspan, very good. But, aren't they plastic and are you sure you can fly?"

"Yes, I can and I can even fly with my eyes closed," answered Sam, firmly. "Plus, they aren't plastic. They are a terillium-carbonic alloy. You got to watch Toy Story one of these days."

"Uh huh."

"Um, to put it simply," said Spitfire, hastily refocusing on the task at hand. "Crash here is assigned to be your co-trainer. It's better if we have a fully fledged Wonderbolt working alongside you."

"Crash is my Wonderbolt nickname," Rainbow Dash whispered to Sam. "It used to be Rainbow Crash, but it's a long story…"

Choosing to ignore Rainbow Dash's story, Sam proceeded out of his quarters and with Rainbow Dash following behind looked down and saw Sky Stinger and Vapor Trail at the bottom of the stairs.

"Good morning, rookies," he said in a commanding yet calm voice. "Today is your first day of training for the new jetpacks to be used in your kingdom's emergency."

"Wow!" gasped Sky Stinger, admiring the jetpack. "This…this is amazing."

"And they are amazing," added Rainbow Dash flying next to Sam. "But, we are going to show you how to use them and remember guys, these is only for defense, not for showing off. Is that understood?"

"We understand," replied Vapor Trail, nervously in a timid voice. Sam realized that there was going to be much work that needed to be done with Vapor Trail. He saw her potential, but she needed to get over her anxiety by any means possible.

…

Meanwhile, at Stark Enterprises' Equestrian division in Canterlot, Starlight Glimmer and her best friend, Trixie, sat outside Tony Stark's office answering the call for a pony to pilot the Hulkbuster Armor. Like Vapor Trail, Starlight Glimmer couldn't help but feel nervous.

"Why are looking so nervous?" Trixie asked, noticing the shaking in her friend's legs. "I mean, this is a great opportunity for you."

"Only because you talked me into it," replied Starlight. "Sure, I'm great with magic, but piloting something that isn't pony made? That's kind of risky."

"Come on, you are one of four creatures that received a medal of courage by the princesses themselves. At least I convinced you to wear yours, right?"

Starlight looked to see the pink heart necklace that she had received along with Trixie for stopping Chrysalis. Wearing it gave her some comfort, but not a whole lot.

Just then, the door opened and Julia peeked her head out to look at Starlight and Trixie.

"Starlight Glimmer?" she asked.

"Yes," answered Starlight. "I'm she."

"Come on in."

Getting a good luck from Trixie, Starlight walked into Tony's office and there sat the man himself with Julia Carpenter sitting beside him.

"I'm pretty sure you know who we are already," remarked Julia. "My daughter is a temporary student at the school of friendship."

"Yes, she's a good student to work with. Her and Peter Parker. Haven't met them yet, but I hope to. Twilight seems to be on good terms with them as well."

"Well, you wonder why they are truly here," remarked Tony. "Now, I'm Tony Stark, Chief Executive Officer of Stark Enterprises and this is my Chief Operating Officer, Julia Carpenter, who just happens to also be my wife."

Starlight couldn't help but chuckle slightly to herself, but quickly straightened herself out.

"Now, as you know, we are looking for a pony to pilot our hulkbuster armor," continued Tony. "We are looking for a pony who has powerful magic abilities to pilot the armor for the fight ahead. How good are you with magic?"

"I am very good with magic, Mr. Stark," answered Starlight, trying to not botch the interview. "In fact, I was personally trained by Princess Twilight herself."

"Any past experiences or jobs?" asked Tony.

Right away, Starlight felt a sudden surge of regret building up inside of her. If she told them anything about her past as ruler of a village where everypony wore the same cutie mark, then it would be highly unlikely she would get this job.

"Well, to be honest," she answered. "I used to be the leader of a village where I forced everypony to bow to my wills and needs."

Both Julia and Tony were astonished to hear this and Starlight could only wonder if this was the move that would cost her this opportunity.

...

Chapter 32: "Decision to Evacuate"

Ever since they had arrived at the School of Friendship, both Rachel and Peter were more than welcomed by the school's student body. However, the group of multi-creatures known as the Young Six had taken a particular interest in them. With Equestria being plunged further and further into the brink of war, Peter began to feel his spider sense grow more and more frequent. This was evident when they all gathered in the library to do homework that afternoon.

"Well, I guess you liked your first day of classes," remarked Gallus.

"We did," answered Rachel. "I got to tell you, Equestrian history seems a lot fascinating than human history. What did you think, Pete? Pete?"

A slight nudge in his side stopped Peter from whatever homework he was focusing on.

"Oh, uh, yeah," muttered Peter. "Sorry, I just can't help but feel like my spider sense is out of control."

"Eek! Spiders? Yona fears spiders!"

The jittery yak got herself onto her seat upon hearing the word "spider" only for Smolder to sit her back down.

"Easy, grasshopper," she whispered. "You conquered your fears, remember?"

"Either way, my spider sense has been acting up for some time now," replied Peter. "I can't put my mind on it, but something tells me that I should have been at…whatever was happening the other day."

"You mean the attack on the Crystal Empire?" wondered Sandbar. "They had some kind of strange creatures assisting them calling themselves the Guardians of the Galaxy or something like that."

The more he learned about this, the more determined Peter became to getting to the bottom of the situation.

"Rae," he whispered to Rachel. "Do you think I could talk to headmare Twilight tonight about my spider sense?"

"You could talk to her, but I don't think she'll believe you," said Gallus, who had been overhearing what was being said. "I mean…Headmare Twilight has been sort of frazzled by all this talk of war and such."

"We've all been frazzled, Gallus," remarked Ocellus. "I found out from one of Thorax's letters that all of our leaders are gathering in Canterlot in two days."

"Is it that bad?" asked Silverstream, who was starting to internally panic.

"It is and in fact, I hear that the school might even get shut down because of the threat Grogar is posing to us."

The thought of the school of friendship shutting down seemed almost unthinkable. However, it was to somewhat be expected. No sooner were those words spoken did an announcement go through the library:

"All students are to report to the assembly hall at once," Twilight's voice rang out over the intercom.

…

Heeding those words, the entire student body went to the assembly hall and without saying a word all gathered around. There stood Twilight, her friends except for Rainbow Dash who was at Wonderbolt Academy with Sam Wilson, as well as Dr. Strange, Chancellor Neighsay and Bruce Banner.

"I suppose you are all wondering what is going on," Twilight began, looking out amongst her nervous students. "As you know, war has been declared on Equestria by Emperor Grogar. I am sure some of you have already learned about him in your friendship lessons. But he has returned and for your own safety, we have decided to shut down the School of Friendship until the threat has passed."

A series of light murmurs fell upon the students, some were worried and some were confused over this decision. A raise of Twilight's hoof once again brought silence on them.

"I must warn you though that if you choose to stay," she advised. "You will be asked to fight for the defense of Equestria. Some of you and your families will be evacuated to nearby cities like Klugetown and Mount Aris and some of you will be evacuated to other areas like the Peaks of Peril where the Kirin are. The other princesses and I are not going to put the innocent in harm's way."

"Headmare Twilight is true in what she is saying," advised Chancellor Neighsay. "We care not just for your education, but also for your safety. If you wish to fight, step forward now."

"Remember," added Dr. Strange. "Should you choose to fight, you may not survive the impending war."

No sooner did Dr. Strange say that did the young six rise to their feet and made their way down to the bottom of the assembly hall. Twilight was astonished to see her multi-creature students willing to put their lives on the line. A few other male ponies and a few female ponies also stepped forward. Peter, of course being a member of the Avengers, also stepped down. He looked back towards Rachel, who had no intentions of fighting, staying in the bleachers.

"Very well," said Twilight. "Then as for the rest of you, return to your dorms and prepare for departure at once."

Acting on her words, the students disbanded to prepare for evacuation while those choosing to stay behind remained in the assembly hall.

"Are you sure you wish to fight?" Twilight asked worriedly to the young six.

"We're going to stay and fight to the bitter end," replied Gallus firmly, clutching his friend's claws and wings tightly. "If we die, we die together."

Twilight was touched by this commitment and realized that there was no point in convincing them to leave. Her students had a strong bond and no major battle was going to break it apart.

…

Meanwhile, the Crystal Empire was also being evacuated as well. Tempest Shadow watched from a window in the castle's throne room as crowds of Crystal Ponies made their way towards the train station.

"Are you sure this is the right call?" Tempest asked Cadence as she, Shining Armor and the Guardians of the Galaxy walked into the room.

"We cannot take any chances, Tempest," replied Shining Armor as they walked towards Tempest. "Sombra's attempted attack struck fear into many of our subjects."

"So did my attack on Canterlot when I was with the Storm King," muttered Tempest, remorsefully turning away in shame. "The last thing I want is to see a repeat of my actions."

"Either way," remarked Cadence. "You now have a chance to redeem yourself, Tempest. I'm afraid though that Sombra's attack was part of your training. But, you did manage to chase him away."

"The question now is, will he come back or else?" wondered Quill. "What about that spinning heart that is right outside?"

"The Crystal Heart will protect the Empire regardless," reassured Cadence. "However, it will only protect the empire as long as I hold my alicorn magic intact and not let it fall into Grogar's clutches."

Just then, a scroll magically appeared before them and Cadence immediately read it. Her eyes dropped at what was said on it.

"Cadence, what's wrong?" Shining Armor asked worriedly.

"It's the elements of harmony!" Cadence cried. "They're corrupted!"

"What? How?" cried Tempest Shadow.

Of course, the Guardians of the Galaxy didn't know what they were all talking about.

But, back in Canterlot, Celestia and Luna were both worried sick about Equestria's ultimate means of defense being corrupted.

Chapter 33: "Corrupted Elements"

"How could the elements be corrupted?" cried Celestia as she paced back and forth in front of Luna. "I thought that the tree of harmony could protect itself from even an ounce of evil! Something must have happened to it."

"Or somepony must have tried to take the elements off of the tree," wondered Luna, sitting up in her throne. "Colonel Rhodes, were you absolutely sure that the elements were indeed corrupted?"

"We are certain of it, Princesses. If there is any reason to believe, we think your cheese legs enemy is behind it."

This made Celestia growl in anger. Neither she nor Luna could believe what they were hearing in front of them.

"Chrysalis, I should have known! Luna, this time she has gone too far! I want her hunted down and brought here at once."

"Sister, she's protected by Grogar and thus, will be impossible to be stopped. In any way, we have the best chance of stopping her in the battle ahead…if it ever happens, of course."

"Then…we'll let them come and destroy them," Celestia concluded, hastily. "T'Challa has reported that his Wakandan forces are already building up their strength day by day and most ponies have already evacuated."

Luna began to grow worried of her sister's descent into madness and so was Jim. In fact, he too was beginning to worry for Celestia. He had a duty to protect her even if it was from herself. Just then, Steve Rogers came into the throne room with urgent news.

"Most of the evacuations are nearly complete," he said. "However, about 200 have volunteered to fight. Most of those who volunteered are either veterans of the royal guards or are physically fit to fight."

"What about T'Challa's Wakandan forces?" asked Celestia.

"They are taking up their positions by the end of the day," answered Steve. "In fact, T'Challa was kind enough to loan me a new shield to be used in the fighting."

And Steve showed off a new shield with his all too familiar star-shaped logo on it.

"Actually, Cap," said Jim, walking over to Steve. "If there are any more evacuations to be done, then we have to speed them up."

"Why?"

"The elements of harmony have been corrupted," answered Luna. "They can still function, but they are more vulnerable to fall into evil forces."

"The sooner we confront Grogar, the better," sighed Celestia. Acknowledging her order, Steve left the throne room to resume overseeing the evacuations.

Once Steve was gone, Celestia walked over to the window and saw groups of ponies being evacuated from Canterlot. Many of them were families, wives and young foals being loaded onto train after train to safety. Those who had chosen to fight were placing themselves on the castle walls.

"The Crystal Empire has already evacuated most of its citizens," remarked Luna to Celestia, reading a latest scroll. "What do we do now?"

"I don't know, sister. All we can do is just prepare for the fight ahead. It doesn't matter what happens now, whoever makes the first move first will start the battle."

Hearing this, Luna turned to Jim and motioned for him to come forward.

"Colonel Rhodes," she ordered. "I want you to bring Princess Twilight here at once. There is going to be an emergency meeting."

Nodding in reply, Jim took to the air and flew out of the throne room, leaving the royal sisters alone.

…

Over at Stark Enterprises' Equestrian division, Starlight continued to have her interview with Tony and Julia about piloting the hulkbuster armor.

"So you used to run a village where everypony wears the same cutie mark?" asked Tony, taking in what Starlight had said. "You must have had some pretty strong magic, I suppose."

"You might say I was gifted to have it," chuckled Starlight, nervously. "In fact, I can do anything as long as its for the benefit of Equestria and not my own."

"Well, right now, you'd be doing this for the benefit of Equestria mostly," remarked Julia. "But, as a contractor of Stark Enterprises. If we win this battle, we'll pay you well."

"I don't want money, Miss Carpenter," said Starlight, firmly. "All I want is to protect my friends from harm and nothing more."

Both Tony and Julia glanced over at each other, knowing that they had found their pony.

"Well, you will be our pilot of the hulkbuster armor then, I suppose. Can you report at sundown tonight for duty?"

"Why?"

"Because Grogar can attack at any time and we will be ready for it. Understand?"

Heeding this order, Starlight accepted her fate and walked out of the interview where Trixie was waiting.

"So, how did it go?" Trixie asked nervously.

"I got it," answered Starlight, excitedly but nervously. "But, as a contractor."

This made Trixie's grin disappear into a look of confusion.

"Uh, what?"

"That means I'm to be paid for just this one time. However, all I care about is protecting you and all my friends from harm not whether I get paid or not."

So, Trixie and Starlight both embraced the fact of Starlight's new role, but whether it would end up being successful remained to be seen.

…

Elsewhere, Twilight had Peter and all of the Student Six in her office at the now closed School of Friendship trying to process their decision to fight.

"I just can't believe you want to do this," she remarked. "We are going to be fighting against a dangerous force where somepony is going to get hurt or worse killed."

"If we die, we die together, Headmare Twilight," said Sandbar firmly.

"Yona good at fighting skills," added Yona, demonstrating some fighting moves.

"Dragons may not like ponies, but this is going to be an exception," added Smolder. "I've learned a lot in just a short time here at school. I got to meet you all and form a special bond that cannot be broken."

"Forming bonds is one thing, but sacrificing your lives for others is extremely risky," cautioned Twilight, who could feel her emotions bottle up inside of her. "If anything were to happen you, I don't know if I can live with myself."

"Mr. Stark would say the same thing to me, Princess Twilight. He once said that if I were to ever die, it would be on him. But, this is a risk I am willing to take because you can't be a friendly neighborhood Spider Man if there is no neighborhood."

Just then, a scroll appeared in front of Twilight that came from Princess Celestia. Before she could read it, Dr. Strange magically appeared in front of Twilight.

"You're needed in Canterlot," he said and Twilight got up and followed him. "Let's go."

Looking back at her students, Twilight nervously turned her attention to following Dr. Strange through the portal. Once she was gone, all Peter and the student six could do was wait for whatever was coming next.

…

Meanwhile, Rachel was aboard a train being taken to an evacuation site. Next to her were the three Cutie Mark Crusaders, Scootaloo, Apple Bloom, and Sweetie Belle.

"Nervous?" asked Scootaloo, looking up at Rachel.

"Very," answered Rachel. "I'm just the daughter of a Chief Operating Officer who only came here to be with my mother. Do you think I asked to fight? No, I didn't. I wonder how my mom is going to react when she finds out I was evacuated."

She would find out soon enough.

…

Chapter 34: "Summoned to Canterlot"

Leaving her students behind, Twilight followed Dr. Strange and soon found herself in the throne room where the royal sisters were waiting.

"I got your scroll, Celestia," said Twilight walking up to them. "What's going on?"

"The Elements of Harmony have been corrupted," replied Celestia worriedly causing Twilight to gasp in shock.

"What? How?" cried Twilight, stepping back in shock. "How can they be corrupted?"

"Colonel Rhodes inspected the tree of harmony after Changelings were found nearby," explained Luna, much to Twilight's shock. The Princess of Friendship could only just stand in front of her mentors with a look of shock on her face. In her mind, she couldn't figure out how the Elements of Harmony could have been corrupted.

Then, a thought crossed her mind.

"Wait a minute," she gasped. "I do remember something. It was when my friends and I were on our camping trip in the Everfree."

"Who goes camping in the woods?" remarked Dr. Strange.

"Uh, we do," replied Twilight, looking back at him, before looking back towards Celestia and Luna. "Anyways, we noticed that the tree of harmony was frequently changing colors and…"

Twilight then suddenly stopped again, this time for a much longer period of time.

"Changing colors," she gasped. "My friends…they were being themselves."

"Um, I don't know what it is you are talking about, Twilight," stammered Celestia.

"When we were in the Everfree, I thought all my friends were just being in a bad mood because I was pushing them to attend this retreat," said Twilight. "But, they were being themselves and the ponies I thought were them were…"

A hushed voice came through Twilight's lips with what she said next.

"…clones. They were clones of us. But who would want to create clones…? Chrysalis, Chrysalis did this to us! I should have known! The photographer, the pictures, the hairs she pulled out of our manes and tails, it all makes perfect sense now. She was the one behind all of this, she was the one who ruined the camping trip, not me!"

"Then Chrysalis was the one who corrupted the tree," cried Luna to Celestia. "She must have tried to take the Elements of Harmony for herself in an effort to avenge her defeat by Starlight Glimmer!"

"And now, because of her, Grogar can easily take them," added Celestia. "It shouldn't just be our Alicorn Magic we should be worried about right now, but also the Tree of Harmony itself!"

"We can defend the Tree of Harmony as best we can," said Dr. Strange to the Princesses. "But, we are going to need additional help."

No sooner did Dr. Strange say that at that very moment, the doors opened and Cadence, Shining Armor and Tempest Shadow came into the throne room with the Guardians of the Galaxy following close behind.

"Tempest," gasped Twilight running over to embrace her reformed enemy. "What are you doing here?"

"We've come to help fight," answered Tempest.

"But, what about the Crystal Empire, Cadence?" asked Luna. "It's left unguarded!"

"As long as the Crystal Heart is activated, it will be protected, Aunt Luna," replied Cadence. "Flurry Heart is staying with Sunburst where she will be safe."

"Heh, nice place you got here," remarked Rocket, catching the attention of Princess Luna. "Oh, uh, name's Rocket…leader of the morons."

But the raccoon was met with a small kick from Quill followed by a brief and blank stare.

"You'll have to excuse him," chuckled Quill. "I'm Peter Quill, leader of the Guardians of the Galaxy. You can also call me Star-Lord. This is Gamora, Drax, Mantis and Groot, my fellow guardians."

"I am Groot."

"I am Princess Celestia," said Celestia, awkwardly looking at the humanoid tree creature before pulling herself together and focusing on the task at hand. "But we can further introduce ourselves later. Right now, we have to prepare for Grogar's arrival."

…

Meanwhile, down in the depths of Hell, the cloaked figure approached Loki's cell once Satan had disappeared from view.

"Who are you?" Loki asked. "And what do you want with me?"

"Ask me who I was," answered the cloaked figure.

"All right, who were you then?"

"In life, I was your brother," answered the cloaked figure, removing its hood to reveal a man with short brown hair and a brown average length beard. "Thor, king of Asgard."

Loki gasped at the sight of his brother. The last time they were together was when Thanos had attacked them and destroyed their ship.

"Brother," gasped Loki. "I never thought I would see you again. What are you doing here?"

"I want to know what Grogar is planning, Loki," replied Thor. "I saw him. He was here, not too long ago. What is he planning?"

"Since…since you asked so nicely, Thor," Loki replied. "Grogar has been coming here to free several spirits, including Ebony Maw and Proxima Midnight, two of Thanos' children. He just came back to free the souls of six evil ponies."

Thor took in this information and realized more and more that Grogar had indeed returned.

"He's a danger, brother. Even more so than Thanos."

"Did he say anything else, Loki?"

"No, he didn't. But, you must stop him. It's too late for me, but it's not too late for you to stop him."

Without acknowledging his brother's words, Thor activated his hammer, Stormbreaker, and with a flash of lightning disappeared from hell and soon found himself back in Equestria. However, rather than ending up back in Canterlot, he found himself in the former location of Ponhenge. The skies overhead were darkening with black clouds and rumbles of thunder were heard. Just then, an older looking pony with a long white beard and wearing a blue cloak and hat appeared from the bushes.

"Are you Thor, King of Asgard?" he asked, catching Thor's attention. "And the one who helped my pupils overthrow Emperor Grogar and his kingdom Tambeleon?"

"Yes, I am he," Thor replied stepping up to the pony. "I am Thor, King of Asgard."

"I am Starswirl the Bearded and your timing couldn't have come better."

Thor could only stare at Starswirl, almost as if he knew what was coming to him.

…

Meanwhile, Julia and Tony were going over their interview with Starlight Glimmer when a Stark employee pony came in.

"This just came in from Twilight Sparkle's school of friendship," he said, handing Julia a message. "It's says your daughter was evacuated along with the rest of the school."

Julia could only sigh heavily and fidget with her golden pearl necklace.

"Where is she going to?"

"Not sure yet."

"As soon as you find out where she is going, tell me, is that understood?"

Acknowledging, the pony employee left.

"At least she will be safe, Tony," said Julia, tears forming in her eyes as she sat back down and buried her face in her hands.

"That's all that matters, Julia," remarked Tony. "And you will see her again, I promise you."

But Tony's words didn't convince Julia that things were going to be all right. For she had a premediated fear that something was going to happen that would take her daughter away from her forever. What's more, Julia wasn't the only one. Every single family in Equestria was suffering the anxieties of Grogar's growing threats and they weren't going away any time soon.

Chapter 35: "Trying Out a New Pair of Wings"

With the mass evacuations going on in Equestria's cities, Sky Stinger and Vapor Trail continued to try and learn how to master their new pairs of high powered wings. Targets being thrown at them, the two Pegasus ponies fired several rounds of missiles at them, with some hitting and some missing. Sam was watching the whole thing from down on the ground with Rainbow Dash at his side.

"Hmm, not bad," Sam remarked to the newly minted Wonderbolt. "Their marksmanship could use some work though."

They then noticed Vapor Trail giving Sky Stinger a small gust of wind.

"And Vapor is still giving Sky the boosts," added Rainbow Dash. "Some ponies just can't learn to let it go. I mean, Grogar and his cronies aren't going to wait for boosts to be given."

"Might as well relate it to them."

At that moment, Sky and Vapor flew down and landed in front of Sam and Rainbow Dash.

"Well, what did you think?" Sky asked. "These new packs make me quite a cool flyer."

"Yes, they are making you cool, Stinger. But, it appears that you aren't fully trusting your pack enough. We noticed that you were still being given boosts by your partner."

Vapor felt her knees buckle when Sam turned his attention over to her.

"You...were?" Vapor asked, nervously. "I…I can't help it sometimes, you know. Please understand."

"I do understand," replied Sam, placing his hand on Vapor's chin. "But, Grogar won't understand. Let me be the first to tell you that if you are being given boosts, a foot soldier will take notice and strike you down. Trust me, I've been knocked out of the sky a few times while fighting in Wakanda. You both need to start trusting your jet packs in addition to each other."

"What about our natural flight?"

"Yes, your natural flight needs to be considered as well. There might be a situation where your jet pack fails and you are left with a life or death scenario: do you ditch the jetpack and fly to safety or keep it on and possibly die?"

To prove his point, Sam removed his jetpack and placed it down in front of them.

"You remove the jetpack," he answered. "By pressing this button on your chest, press the button and you ditch the jetpack. Remember, its just that…a jetpack. It can be replaced, lives cannot be replaced."

Heeding his words, Vapor Trail pressed the button on her jetpack's chest and removed the jetpack, exposing her wings that immediately opened up. Sky didn't want to remove his jetpack but did so anyway.

"Okay, so what happens now?" asked Sky Stinger.

"We keep your training going," answered Sam. "Now, you need to practice removing your jetpack while in flight. You could have a situation where your jetpack is hit and you have to act fast. Sky Stinger, you are first."

Putting his jetpack back on, Sky took to the air and no sooner did he take to the air did Sam fire a few missiles from his jetpack, hitting Sky. Flying down at a fast speed, Sky pressed the button on his chest and just before he could hit the ground, managed to remove the jetpack and take back to the air. Of course, Sky was disgruntled to seeing his damaged jetpack.

"And before you go wishy washy on your jetpack," remarked Sam, looking up at Sky Stinger before turning his attention back to Vapor Trail. "There will be plenty more where that came from. Now, the lady can go next."

Taking a nervous gulp, Vapor donned her jetpack and took to the air. Once again, Sam fired missiles at Vapor Trail, hitting her. Rather than doing what Sky did, Vapor waited too long to disconnect from her jetpack and hit the ground with a loud thud. Panicked, Sky flew over to Vapor's side.

"Vapor!" cried Sky, trying to help her up. "You okay?"

"I…I don't know," gasped Vapor Trail, getting back on her feet. "I just…panicked."

"You can't panic like that," said Sam as he and Rainbow Dash raced over to them. "Once you are hit, you ditch the pack, end of story."

"I'm sorry," cried Vapor, tears forming in her eyes. "I…I just froze."

"Freezing in fear is one of the worst and one of the most stupidest things that can happen to you," advised Rainbow Dash. "I can understand your anxieties, Vapor. But, either way, you are going to have to face them eventually."

But Vapor instead buried herself in Sky's forelegs and cried quietly while Sam and Rainbow Dash looked on in sympathy and disappointment. A little while later, they returned to Spitfire's office.

"I'm really worried about Vapor Trail, Spitfire," said Rainbow Dash as he and Sam stood in front of Spitfire's desk. "She just…I don't know…must have blanked out or something."

"I only did it as part of her training," reassured Sam. "I was trying to send the message that you sometimes have seconds to act and…"

"You did what you had to do, Falcon," interrupted Spitfire, removing her sunglasses. "But rest assured that Vapor isn't going to be the only one of our cadets who is going to be feeling the same way as she did. But, there isn't going to be any time for playing sympathy to any pony. According to intelligence we received from S.M.I.L.E., Grogar is planning to amass a large army to target Canterlot. They recommend to have our fighting force ready over the next 3 days."

"3 days?" cried Rainbow Dash. "Why 3 days?"

"Because that is when Grogar is planning to strike," answered Spitfire. "The report goes onto say that Grogar is planning to send a message to the princesses, offering them a chance to surrender everything before any fighting can begin."

The leader of the Wonderbolts sighed heavily, lowering her head down in disappointment.

"Of course, as much as I want to avoid any fighting," she said. "I doubt that the Princesses will surrender that easily. They will want to fight and we aren't going to object to it. This is our home and we will fight to the bitter end to protect it. Dismissed."

Acknowledging, Sam and Rainbow Dash left Spitfire's office and both of them could only wonder what was going to happen. Still, they had far more important matters to attend to, such as Vapor Trail's well-being.

…

Meanwhile, having returned from questioning his brother in the depths of hell, Thor followed Starswirl the Bearded to a cave in the forest near Ponhenge.

"Where are you taking me?" asked Thor as they battled the fierce storm and winds.

"To meet my fellow pillars and together," answered Starswirl. "We shall put together a plan to combat the threat that is Emperor Grogar."

"But, how do you know who I am?"

"We have ways of knowing," answered Starswirl as they neared the cave. "For we have powers that are unlike anything you have seen before."

Approaching the cave, Thor followed Starswirl and soon found himself face to face with several ponies of different backgrounds.

"Staswirl," an older looking pony remarked as she rose to her feet. "Is this the creature you were telling us about?"

"Yes, Mistmane," answered Starswirl. "This is the Asgardian who aided the Royal Sisters in stopping Grogar 1,000 years ago."

Thor took a gulp, for he didn't know how this was all going to turn out…

Chapter 36: "Thor and the Pillars"

Thor gulped nervously as he stood in the presence of the most powerful ponies in Equestria. Although he had never encountered them before, he felt a strong connection to them.

"Come here," said a blue female pony in a southern accent wearing a green skirt and her mane done in a bun. "Have a seat by the fire. I made it myself."

Accepting the invite, Thor sat down with the pillars.

"Why are you all here in this cave?" wondered Thor. "Your homeland is in mortal danger."

"Because we are being hunted by Emperor Grogar," said Rockhoof, a bulky bluish-gray pony with a Scottish accent. "That monster wants us because we are the pillars."

"That's not a good enough reason," cried Flash Magnus, a gold colored male Pegasus pony. "He wants us because he wants access to the tree of harmony. The Elements have been corrupted."

"Flash Magnus is a Captain in the Royal Guard in Canterlot," replied Rockhoof. "He actually was sent by Princess Celestia to join us together before Grogar raised the threat level."

"But unfortunately, he has," said Somnambula, an Egyptian sounding dark pink Pegasus pony in Egyptian garb. "Now we have been forced to hide from his donkey soldiers."

The more Thor listened, the more he understood the situation they were all in. True, he had lived the same life as Princess Celestia and Princess Luna, but he never met the pillars until now. Then, a thought crossed his mind

"You are Starswirl the Bearded, teacher of the Royal Sisters?"

"I am," he replied. "Is Asgard and Equestria still aligned?"

"Not for 1,000 years," sighed Thor, brandishing his hammer, Storm breaker. "Asgard and Equestria haven't been in alliance since Princess Luna went mad."

"All the same, we can't just sit here and do nothing Starswirl," remarked Mistmane. "We have to find a way to fight Grogar."

"All of Equestria is preparing for war," added Flash Magnus, flying into the air to face his fellow pillars and their honored guest. "And all of their most feared enemies have joined forces. This isn't going to be like the Pony of Shadows incident."

"Well, why are we all just sitting here and talking about it?" cried Thor. "We need to do something!"

"We will do something, Thor. But we need a plan," said Starswirl. "How and what that plan will be is a different story."

Thor then proceeded to look down at Storm Breaker. The more he looked at it, the more he realized of how valuable it was. If it helped him fight Thanos' forces at the Battle of Wakanda, it would certainly help them fight Grogar.

"What about my hammer?" Thor suggested, showing it off to the pillars.

"What about that hammer?" wondered Rockhoof, taking a keen interest at it. "It certainly is no different than my own shovel."

"That's because your shovel doesn't have the power of Asgard, my friend," replied Thor. "This hammer was created to fight Thanos at the Battle of Wakanda, a battle we regrettably lost. However, I can make certain that this time, this is a battle my hammer will help us win."

"We each have objects that represent who we are," said Starswirl. "However, they were all destroyed when the Pony of Shadows came back along with us."

"But they were just objects, Starswirl," remarked Mistmane. "I'm certain that Thor will use that hammer to wield powers unlike any we have seen before."

Thor felt empowered by Mistmane's words and at that moment, dedicated himself to helping the Pillars in their time of need.

…

Back in Canterlot, the preparations for Grogar's intimate attack were in full swing. Guardsponies were taking their positions on the castle walls, aiming their weapons towards the road leading towards Canterlot.

"Wait a minute," said Quill, suddenly taking note of Dr. Strange. "Aren't you the one who asked me what master I served? I still serve Jesus, you know."

Strange merely rolled his eyes at him, trying to focus on what needed to be done.

"Look," said Twilight. "What we need to do is to figure out a way to defend both your alicorn magic as well as my own and the Elements of Harmony. I am already setting up a defense at my castle and my school. My multi-creature students along with Peter Parker are helping."

"That's good, Twilight," replied Princess Celestia. "Grogar will more than likely focus on obtaining the Elements of Harmony instead of just attacking Canterlot."

"And it's clear we can't be in two places at once," added Princess Luna.

"Agreed," added Princess Cadence.

Listening into what was being said, Dr. Strange knew that he needed to do something and bring in a core member of this team of heroes.

"We're going to have to bring Tony Stark in this as well," said Dr. Strange and was just about to go and fetch him when the doors of the throne room once again opened, startling everyone.

There was Tony, Julia and the Hulkbuster Armor with Trixie accompanying all of them.

"Uh, what in…?" gasped Luna as the top of the armor opened to reveal Starlight Glimmer inside. "Starlight Glimmer, what are you doing in there?"

"Piloting this cool armor," laughed Starlight. "That Grogar's in for it now."

"And so is Chrysalis," added Twilight, causing Starlight's suddenly happy mood to become crestfallen. "Starlight, the Elements are corrupted."

"Corrupted? How?"

"Remember our recent camping trip? Well, Chrysalis tried to create copies of us just so she get to the elements so easily."

"That's not good," cried Trixie. "What do we do?"

"I agree, where has my daughter been evacuated to?" asked Julia, becoming more and more worried for Rachel. "Tell me she is somewhere safe, Princess Twilight."

"She is being taken to Mount Aris and then Seaquestria," answered Twilight, causing Julia to breathe a deep sigh of relief. "We wanted to get as many of our subjects out of harms way as possible."

Hearing this, Julia walked back over to Tony, who placed his arm around her shoulder. She was relieved that Rachel was safe, but unlike her, Julia was not.

"So what do we do?" asked Trixie again. "Trixie plans to contribute to the fight, but needs direction."

"I propose we split up," suggested Dr. Strange, using his magic to create a map of the supposed battlefield. "Grogar will more than likely split his forces leaving himself and possibly a few others to advance towards the tree of harmony.

"The doc has a point," suggested Rocket. "Quill, you, Drax, Gamora and Mantis head to the tree of harmony. Groot and I will stay here and fight here with the princesses."

All of the Guardians were dumbstruck to hear this kind of talk from Rocket. In fact, Quill was so dumbstruck he walked over in amazement.

"Rocket," he gasped. "Are you sure about this?"

"I'm willing to take the chance, Quill. If I die, you can just hang my hide on the wall of fame. Remember, no matter what happens, we will always be a family."

Twilight and the others watched as the Guardians of the Galaxy came into an embrace, possibly for the last time. Seeing this, Julia turned her attention to Tony.

"I'll stay here in Canterlot," she said. "They are going to need help in every way."

Tony felt shocked by this decision.

"Julia…are you sure? But…"

"This is a decision that I feel is necessary for me to fall on," she said, wrapping her arms around Tony's neck. "You would do the same thing for me."

For several moments, Tony just stood there in shock and amazement. Julia was his newly married wife and the love of his life. He knew that he could bear to live with himself if anything were to happen to her. He said nothing and in desperation, pulled Julia in for a passionate kiss that lasted for several minutes.

"I suppose you'll be staying as well, Tempest," said Twilight, looking over at her with a worried expression.

"I'll go wherever the Storm King is going," replied Tempest, firmly. "Nothing would make me happier than to get my revenge against him."

"In most cases," remarked Dr. Strange. "He'll be part of the force coming here to Canterlot."

Hearing this, Tempest's mind was made up. She was going to once again fight in Canterlot, not with the enemy, but against the enemy.

…

With their final goodbyes said, Dr. Strange led Twilight, Tony and several of the Guardians of the Galaxy through the portal and just like that, 3 of Equestria's four princesses were left alone, anticipating the arrival of their most feared enemies along with their allies.

The waiting game had now begun…

Chapter 37: "Fears of Death"

Following his training session, Sky Stinger made his way towards the barracks he shared with Vapor Trail. He felt terrible for how she reacted to the criticism that she had received from Sam and Rainbow Dash and like a good friend, decided to check in on her.

"Vapor?" he asked, knocking on the door of their barracks. "It's Sky. Open up."

All Sky could hear was a light moan and then the sounds of footfalls coming towards the door. Opening it up, he saw Vapor Trail, tear stains underneath her eyes. It was obvious to Sky that she had been crying for some time.

"Hey Sky," she cried through ragged gasps. "Sorry…that I was stupid…today."

"Look Vapor, I'm not mad at you. You just…panicked, that's all. It happens to everypony, but I didn't get hurt which was all that matters."

Those words weren't enough, however, to make Vapor Trail feel better.

"Rainbow Dash and Sam are right," pouted Vapor Trail as she laid back down on her bed. "I do need to face my fears. I mean, I'm just afraid that…"

"…Something is going to happen to either one of us, right?" finished Sky, sitting next to her. "Yeah, deep down, I feel the same way. Right now, you think that maybe I am still that cocky fearless colt who thinks he knows everything. Hey, I'm scared too."

"Why…why didn't you show it then?" Vapor wondered, briefly getting up to look at Sky. "If you were scared, why…"

"…because I didn't want to show fear to Rainbow Dash," interrupted Sky, hastily. "She's the best of the best and I couldn't imagine how she would react if she saw fear in my eyes. Truth be told, I'm scared of dying."

This made Vapor stop pouting and feeling depressed. Right away, she began to see a side of her best friend that she had never seen before.

"It…it may sound silly, Vapor, but it's true," sighed Sky. "I've always feared death ever since joining the Wonderbolt Academy. Sure I wanted to be a Wonderbolt, but I never really understood the consequences that came along with it."

"I'm afraid of dying too, Sky," remarked Vapor, placing a hoof on his hoof. "Even with all that we are being taught, it isn't enough. I mean, it does make you wonder that maybe joining the Wonderbolts…"

But Vapor Trail couldn't finish her sentence. She was afraid of how her best friend was going to react to this.

"Was worth it?" continued Sky, with a look of fear plastered on his face. "Heh, I thought that joining the Wonderbolts would be easy, but I guess it wasn't. If it hadn't been for Rainbow Dash and Princess Twilight when they personally mentored us, then things would have been different. I guess you can say, they brought me back down to Equestria, make me understand what is really going to be happening."

It was then that Vapor got herself an idea. There was a bit of business that she and Sky needed to take care of, personal business.

"Sky, if we both fear death," she said. "Then, we need to let our families know we love them. You with your parents and siblings and me…with my own parents."

It was then that tears were once again forming in Vapor's eyes. But it wasn't because of the impending battle. In fact, Sky could feel his emotions bottling up as well. Without saying another word, they both got to work writing letters…farewell letters to their families.

…

Meanwhile, Sam and Rainbow Dash were making their way towards Vapor and Sky's barracks still reflective on the training session.

"Do you think Vapor's still upset?" asked Sam. "I hope I wasn't too hard on her."

"It's like Spitfire said," answered Rainbow Dash. "You did what you had to do. Vapor's got to face her fears of fighting at some point. But, don't you think that there is a double purpose going on here?"

"In a way, I think so," replied Sam, approaching Sky and Vapor's barracks. "There is a fear of death hanging over us right now. I've faced it before with Thanos, so I get the feeling."

"Still, we should at least check on Vapor Trail and Sky Stinger."

Knocking on the door, they waited for a response and a few moments later, Sky answered it.

"Sam, Rainbow Dash," stammered Sky. "What…what are you doing…?"

"We just came to check in on you after today's session," replied Rainbow Dash, who then noticed a piece of paper on Vapor's bed. "Uh, what are you doing?"

"We're writing to our families, Rainbow Dash," replied Vapor Trail. "I know you are both going to find this silly, but…we're fearing that we are…"

However, the young mare was soon interrupted with a look from Rainbow Dash. Looking around to see if the door was closed, Rainbow motioned for Sky and Vapor to come close to her and Sam.

"Now, I'm going to tell you both something, but if you ever tell anypony else, I'm going to deny it."

"What is it, Rainbow Dash?" asked Sky and after a brief pause, Rainbow gave them her answer.

"I'm scared too," she answered. "Ever since I found out that war had been declared on Equestria, I've also been questioning my mortality. I know my friends couldn't live without me nor my parents."

"Us too," sighed Vapor Trail. "And that's why I blanked out because I…"

However, a sudden hoof from Rainbow Dash silenced Vapor from saying another word.

"You don't need to tell us," said Rainbow Dash. "The actions from earlier said it all."

"But just remember also," added Sam. "That if you end up meeting your maker, your body is destroyed, but your soul is eternal. No matter what happens, you will be all right."

Still, it wasn't easy for Vapor to accept.

…

In fact, it wasn't easy for all of them. The fear of death was hovering over Equestria and especially in Canterlot where with each passing hour, guardsponies and Avengers continued to man their posts. For the first time since his wedding to Princess Cadence, Shining Armor casted his protection spell over Canterlot.

"All right," he said to Princess Celestia in her quarters as she was being donned her armor for the first time in a long time by her personal servants. "The protection spell has been casted."

"Thank you, Shining Armor," replied Celestia. "How has the preparations been going along?"

"As smoothly as we thought given the circumstances," remarked Shining Armor. "So far, there have been no movements on Grogar's side."

Celestia then looked over towards her gold battle helmet as she internally accepted her fate that laid ahead of her and her fellow princesses.

"In any way, he'll just make an offer for us to surrender our magic over to him without any bloodshed," she said, taking the helmet and placing it on her head. "Well, he'll have to kill us to get it. If it's a fight he wants, it's a fight he will get."

Celestia then picked up her battle spear and twirled it around like a baton. With her armor donned and her spear in her magical grasp, Celestia was ready to defend her kingdom by any means necessary.

…

Meanwhile, Tempest Shadow was about to get herself an unexpected surprise…

Chapter 38: "Tempest Shadow's Surprise"

Tempest Shadow joined the legions of ponies and humans in preparing for the defense of Canterlot. The broken horned unicorn wanted to feel like all of this was perhaps another part of her long training to becoming Twilight's Captain of the Royal Guard, but that wasn't the case.

There was so much to consider in terms of what was at stake. Emperor Grogar posing a threat after 1,000 years and the Storm King, the creature who used and betrayed her for his own gains was brought back to life. While helping several guardsponies bring out several cannons, she noticed an all too familiar pony also helping out.

"What are you…?" gasped Tempest, stopping whatever she was doing and racing over to see Razzle Fizzle bringing a basket of spears towards a group of warrior ponies. "Razzle Fizzle! What are you doing here?"

"I'm here to fight, Fizzlepop," she replied firmly, much to Tempest's shock and disbelief. "And don't try to convince me otherwise."

Tempest couldn't believe what she was seeing. Her own sister, her own flesh and blood, was taking part in the impending battle that was to come.

"You were supposed to be evacuated when you had the chance! Don't you see? You at risk of being killed!"

"As are you!" retorted Razzle Fizzle. "If we die, we die together, Fizzlepop!"

"But…but…why?"

"Because she wanted to," said a voice and the two sisters turned to see T'Challa in his Black Panther suit walking towards them along with Steve Rogers in an alternate version of his Captain America suit. Razzle bowed at the presence of the Wakandian king much to Tempest's shock. "I am T'Challa, King of Wakanda and this is Captain Steve Rogers of the Avengers. You must be Fizzlepop Berrytwist, yes?"

Tempest saw this as an opportunity to try and convince her sister to leave before she could get herself killed.

"Uh, yes. I am Fizzlepop Berrytwist. Razzle Fizzle is my sister and I think she is crazy to fight here!"

"There is no use trying to stop me! My mind is made up, Fizzlepop!" said Razzle Fizzle, firmly picking up her basket of spears. "Maybe now is the time you learn that we have to work together to achieve certain goals. Now, excuse me, I have to bring these spears to the northwest wall."

Tempest watched as her sister left and couldn't believe that this was all happening before her eyes.

"Your sister has a big heart," remarked Steve, placing a hand on Tempest's shoulder. "Wanting to lay her life down for her fellow pony."

"This is insane," gasped Tempest as she ran from the two men and dashed towards the northwest wall. In Tempest's mind, there had to have been a reason for Razzle's sudden decision to fight. Otherwise, she could have evacuated from Canterlot by now.

Making it to the Northwest wall, Tempest looked up at her sister with a worried expression. Razzle, of course, saw otherwise.

"Fizzlepop, I told you that I am going to fight and you aren't going to talk me out of it!"

"Listen to me, Razzle!" cried Tempest. "I know you aren't capable of fighting and are only doing this because I am here! Why must you be so stubborn?"

"I'm not being stubborn!"

"Yes, you are!" Tempest shot back. "Do you even realize how dangerous Emperor Grogar is? Or for that matter, any of the cronies he is working for? Are you even considering the fact that you are here just to prove a point? Or is there something else you haven't told me about?"

Still, Razzle refused to listen, digging in her heels on her decision. But Tempest had every reason to not want to see her sister here in harm's way. In her mind, Razzle had suffered enough with the deaths of their parents and Tempest betraying Equestria.

"Razzle? Razzle?" Tempest cried, but Razzle didn't listen to her sister's pleas. Letting out a groan of frustration, Tempest left her sister alone to do her duties.

…

Returning to the throne room, Tempest threw her hoof into a wall in frustration. The sounds of her striking the wall caught the attention of not a royal guardspony, but a pony from Tempest's past.

"Fizzlepop," an irish accented pony called out in a male voice standing behind her wearing a holster bearing a sword in a scabbard. "Fizzlepop! What are you doing here?"

"Irish Spring," Tempest cried, startled at how he came up quietly behind her. "I…I didn't see you there! Let me guess, you are here to fight as well?"

"All of us volunteered," he answered. "Myself, Lemon Lime, Snow Frost, we all did. This is our home and we will fight to the bitter end. I assume you are here to fight as well?"

"Yes. But my sister has also decided she wants to fight as well. She has no fighting experience whatsoever, Irish. I feel like she is doing this because I'm here or maybe its for another reason. A far more personal reason that she won't even say to me?"

"Well," sighed Irish Spring. "Whatever she decided was for her own benefit. This is her home just as much as yours, Fizzlepop."

"It's her home, yes, but it's just a home. It can always be rebuilt. Lives cannot be rebuilt and that's why I don't want her here fighting."

Just then, the sounds of heavy footfalls came towards them and Tempest and Irish Spring turned around to see Celestia in her battle armor walking towards them with Shining Armor and the Royal Guard at her side.

"Princess Celestia," said Irish Spring, bowing to her. "The Southeast and Southwest walls are fully prepared."

"Excellent, Irish Spring," she replied before turning over to Tempest. Right then and there, Tempest saw this as an opportunity to try and find out why Razzle Fizzle was being stubborn. "What is it, Tempest Shadow?"

"Princess Celestia," she cried. "My sister, why is she here fighting? Doesn't she realize that she is about to be killed?"

"Razzle Fizzle made her choice, Tempest," replied Celestia. "She said it was a personal decision."

Those words didn't sit well with Tempest.

"A very poor personal decision! Princess, I know she wants to fight because I am her sister, but this is suicide! She needs to leave here at once."

She then turned towards Shining Armor guessing that perhaps maybe he had something to do with this.

"Did…did you tell her to fight?" she asked, glaring at Shining Armor. "Tell me!"

"No, I didn't, Tempest," he answered. "Whatever matters that compelled her to fight were her decision and her decision alone."

Tempest still refused to believe what was being said to her, but either way Razzle Fizzle was going to fight.

…

Meanwhile, at that very moment, Steve and King T'Challa made their way over to the Northwest Wall and approached Razzle Fizzle, helping several of T'Challa's kingsmen get their weapons ready.

"Razzle Fizzle," T'Challa asked, catching her attention. "There has been something that we have been meaning to ask of you."

This made Razzle stop working on what she was doing and turn all of her attention to the two humans.

"What is that?"

"You refuse to tell your own sister why you wish to fight against Emperor Grogar," answered the King of Wakanda. "To us, that is a great cause of concern."

"I told you to help protect this city from Grogar," replied Razzle Fizzle, climbing down from the platform she was on. "But, I think you have another guess as to why I made the decision I made, I guess?"

"We do," said Steve. "Let me guess, did you join because…you want to die?"

Razzle's eyes widened upon hearing this, but it appeared that the King of Wakanda and the World War II Veteran had guessed what was going through Razzle's mind at that very moment.

Chapter 39: "Moving the Tree of Harmony"

While Canterlot was continuing to prepare itself for Grogar's arrival, at the Castle of Friendship, preparations were already being made, particularly in the area around the Tree of Harmony. In fact, Twilight was contemplating something that had never been thought of in Equestria before. She stood before the corrupted tree and wondered that something needed to be done to protect Equestria's most important means of defense.

"Don't worry," she whispered to the tree. "I'm going to find a way to protect you and the elements."

"Twilight, you've been standing here for the past hour," said Spike, her dragon assistant as he flew over to her and landed next to her. "The tree is going to be protected."

"Not in the way that we are doing it," Twilight said, turning around to face the young dragon. "Something is telling me that the tree isn't safe here."

"But moving it to the castle of friendship? That is just going to attract Grogar more. In any case, he'll probably bypass Canterlot and bring his army here. I mean, your brother's protection spell will protect Canterlot, won't it?"

Twilight then began to think back to the Changeling Invasion of Canterlot and how Chrysalis managed to manipulate Shining Armor into weakening his spell so much that her army managed to get in and nearly conquer it.

"It's only a temporary spell, Spike," she remarked. "No matter what protection spell we put on anything or anypony, it's going to be broken either way. If we are to protect the tree, we can't have it be here."

"But the tree won't survive by being in a castle, won't it?"

"We'll find a way to keep it alive, Spike. We've just got to."

The more Twilight stood at the tree, the more she became despondent to protect the Elements of Harmony at all costs. She couldn't imagine them falling into the wrong hooves by any means necessary. Just then, a magic portal opened and Dr. Strange stepped out of it followed by his apprentice Chancellor Neighsay.

"Let me guess, you are trying to figure out a way to save the tree of harmony?" the magical wizard asked, catching Twilight and Spike's attention.

"Yes, Dr. Strange. I just don't feel like it should be here with Grogar looking for it."

"Well, there is a way to protect it," he said. "We move it to the castle and the magic of your castle will recharge its powers, but only temporarily."

"I agree with Dr. Strange," added Neighsay, tapping the medallion on his chest. "Leaving the tree here is what Grogar will be wanting us to do. There are two goals he is after: the Elements of Harmony and Alicorn Magic and he won't rest until he gets either one."

This made Twilight turn around and once again look at the tree with a worried expression. Neighsay was right, Grogar had those goals in mind.

"So, what are we going to do?" Spike asked.

"We move the tree," answered Twilight. "We move it into the castle and hopefully the elements will be protected. Dr. Strange, Chancellor Neighsay, I might need your help in moving it."

Honoring Twilight's requests, the sorcerer human and the sorcerer pony used their magic along with Twilight's and together, the three of them lifted the tree up from its roots. Spike gasped in shock and amazement at the sight of the tree being lifted out of the ground. Closing her eyes, Twilight charged up her horn further and with a sudden bright flash, the tree disappeared before their eyes.

…

A moment later, a bright light flashed from inside the castle, catching the attention of all who were going to defend the castle.

"What the hell was that?" gasped Quill, turning his attention away from building barriers with Gallus the Griffon.

"Seems like Headmare Twilight must have pulled something with the tree of harmony," guessed Ocellus. "Otherwise, how else could there be such a bright light?"

"Either that or a nuclear explosion," remarked Quill. However, Peter Parker had a clear guess of what was happening.

Just then, Twilight appeared before them all with Dr. Strange and Chancellor Neighsay at her side.

"The tree of harmony is in the castle," announced Twilight, firmly. "I want to have this whole area fortified as quickly as possible. Understood?"

Acknowledging her command, everyone got back to work in continuing to fortify the castle and the school.

…

Meanwhile, at Stark Enterprises' Equestrian headquarters in Canterlot, Starlight Glimmer was continuing to get herself comfortable being inside the Hulkbuster armor.

"It's…certainly different," Starlight remarked, trying to get the feel of the armor. "Are you certain that this isn't going to do me any harm, Mr. Stark?"

"No," replied Tony who was watching from behind a screen with Julia and several scientists. "The Hulkbuster armor is really easy to pilot."

"So he says," Starlight muttered as she shifted the armor into doing several steps.

From inside the screen, Julia and Tony continued to watch what was happening.

"Tony, do you think she'll get the hang of it?" asked Julia.

"It's possible. I mean, this pony can do anything with magic, right? We should trust her."

"Hey, I haven't questioned you on any decisions yet."

As Julia said this, Tony noticed the look of worry on his wife's face. It was clearly obvious to him that she was thinking about Rachel.

"You feeling all right?"

"Yeah, I'm just thinking about Rachel, that's all."

"She's safe and that's all that matters to us," reassured Tony, placing his hands on Julia's padded shoulders. Don't worry, we're going to see her again."

To Julia, those words were easier said than done. She was a mother and Rachel was her daughter and what's more, she couldn't imagine her life if something were to happen to Rachel. It was every parent's worst nightmare and Julia didn't want to live through it in any way possible.

Still, she had a high ranking job to do and proceeded to continue watching Starlight Glimmer get the feel of her new armor, watching her fire at several targets. Just then, the two bosses of Stark Enterprises were soon interrupted by Jim Rhodes.

"Thought I take a break from the prep work to see what is happening," he said, suddenly taking notice of Julia's distressed look on her face. "Let me guess, things going against you both?"

"No, I'm just thinking about Rachel, Rhody," replied Julia.

"She's safe, Chuckles," reassured Jim. "Hell, isn't that the reason why she evacuated in the first place? Still, I can't imagine the anxiety. I know it all too well."

The memories of his brother's death when Jim was just a boy continued to flood back.

"We're all scared, Julia," whispered Tony, pulling his wife into an embrace. "But, we are going to get through this. Isn't there an old saying that there is always a light at the end of the tunnel?"

Of course, the three well-connected friends had no idea how important those words would later on down the line.

…

Meanwhile, Razzle Fizzle was about to open up to the men behind Black Panther and Captain America about her decision to fight for the defense of Canterlot…

Chapter 40: "Wrath of a Changeling General"

In the courtyards of Tambeleon, the training of Grogar's multiple armies continued to take place. Ebony Maw, Proxima Midnight and General Kuwaga continued to work their troops hard all for the sole purpose of making Equestria fall under Grogar's rule. However, while overseeing his Changeling forces, General Kuwaga noticed one of his warriors not in tempo with the others.

"You!" he called to a Changeling soldier. "Why are you slowing down your fellow soldiers?"

"I'm…sorry, General," the Changeling soldier gasped, collapsing in front of him. "My strength…isn't quite what it used to be. I…just need to have some…"

"Love?" he finished, trying to force the Changeling back up. "Love? There is no love! The only way you can get it is by fighting for it! So, get up!"

He kicked the Changeling soldier back to his feet, but still he refused to move. The soldier was exhausted and Kuwaga was having none of it.

"I…I can't."

Snarling, Kuwaga seized the Changeling soldier and threw him against one of the courtyard's many walls.

"You…can't?!" he whispered angrily. "Do you even realize whom you are talking to, soldier? Do you?! I am General Kuwaga, your superior!"

"Let him alone," remarked Ebony Maw, taking notice of the situation. "There are plenty of other soldiers who are willing to listen to you."

Hearing this made Kuwaga chuckle with delight, for he knew what needed to be done.

"Ah, you're right," he remarked, turning his eyes back towards Ebony Maw. "Of course, there are plenty of other Changelings who will listen to me. You, on the other hand…"

"No! Please, sir! No!"

With his weakened soldier in his green grasp, Kuwaga took the soldier out of the courtyard and back into the castle, climbing up the spiral staircase towards Grogar's throne room. Upon entering the throne room, Kuwaga spotted Scarface napping next to Grogar's throne. The scarfaced Grizzly Bear opened an eye and spotted Kuwaga.

"Emperor Grogar nor our beloved queen and her allies will not tolerate slackers," cried Kuwaga, pulling the weakened Changeling soldier to his eyes. "And for this, you must suffer the consequences."

Hungry, Scarface got to his feet and walked over towards Kuwaga. Chuckling evilly, Kuwaga tossed the terrified Changeling at Scarface's feet. Screaming, the weakened Changeling was devoured by the Grizzly, his blood flowing towards Kuwaga's feet. But the Changeling General merely took delight in the brutal death his soldier was suffering from.

…

Elsewhere, in another part of the castle, Grogar was holding a meeting with his fellow villains in regards to why he didn't allow them to each attack the homelands of Equestria's allies.

"So, what did you decide on attacking Equestria's allies?" asked the Storm King impatiently. "First you tell us we are going to attack them and then you say, we're not because you had to bring these six equines into the picture! What's the delay?"

With the Chaos Gauntlet in his hoof, Grogar tapped it down lightly on the table, trying to figure out how to respond to this question. The mean six glared at the Storm King, not liking the remark he imposed on them.

"Attacking Equestria's allies in their homelands is too risky," he replied, drawing up a battle plan. "In any case, there is a sense of belief that the leaders will more than likely send their own reserves to Canterlot to join in the defense. And since we have plenty of likely candidates to be pressed into life in Tambeleon, it's better we leave them alone and only take out those who are going towards Canterlot."

All the villains listened intently to what Emperor Grogar had to say.

"So, we target the armies upon the roads leading towards Canterlot," he continued. "All of you will have your original assignments to target a specific race of creatures. Besides, let's have this be a test of how our foot soldiers have managed to absorb their training."

"Well, at least we'll be doing something," muttered Cozy Glow. "Forgive me for interloping, Emperor Grogar. But, I've been waiting to strike a few blows."

"I'm sure you have, Cozy Glow. But, these things take time to develop and right now, the patience is about to be rewarded."

"Let's hope so," whispered the Storm King as the meeting was suddenly interrupted by a knock on the door. A pair of donkey soldiers opened the door and there stood Kuwaga, blood on his hooves from the weak Changeling. "Uh, what are you doing here?"

"My emperor," replied Kuwaga, suddenly bowing down to him. "I have been forced to execute a Changeling soldier. He was not in pace with the other soldiers."

"You fed my pet, didn't you?"

"I did."

"Well, I suppose you had to do what needed to be done, Kuwaga," Grogar remarked. "However, in the future, you will notify me before you execute any creature and that goes for all of you, too, understand?"

The rest of the villains nodded as Chrysalis silently admired the fierce dedication of her most feared general.

"I assure you, my emperor, it won't happen again."

"Very well, then. In the meantime, General. Prepare a small group of your Changeling forces to attack Thorax's forces on the road out of the Changeling kingdom. We'll have you and your Queen go first."

Smiling evilly, Chrysalis rose from her seating spot and followed her general out of the room. Flying past the still feasting Scarface, they focused all of their attention at the task that was handed down to them.

"What do we do now?" asked King Sombra, looking back at Grogar.

"We give our enemies a chance to surrender everything they have to us without any bloodshed," answered Grogar. "They'll refuse, of course, but we have a courtesy of war to follow, don't we?"

…

Meanwhile, the pony known as the Great and Powerful Trixie was pitching into the fortification of Canterlot by using her magic powers. Starlight was piloting the Hulkbuster armor, but that didn't mean the magician pony could offer a chance to help out.

"Here, let me get that for you!" Trixie cried as she helped several guardsponies bring a cannon through the streets. "The great and powerful Trixie can contribute!"

"That's a relief," muttered a guardspony, but even with Trixie helping out, the cannon was still difficult to move. "Since when is this…cannon…so difficult to move?"

"Perhaps it weighs a ton?" grunted another guardspony.

Suddenly, a red aura appeared to lift the cannon into the air and towards the southeast wall of the castle. Stunned, they all turned to see Wanda Maximoff using her magic powered hands. Trixie felt astonished by her presence as she had never seen anything like this before.

"Oh, uh, thank you," stammered the guards, returning to their duties. But, Trixie remained and walked over towards Wanda.

"Thought you could use a hand," Wanda remarked. "You must be the pony known as Trixie, right?"

"Yes, and you are…?"

"Wanda Maximoff, member of Steve Rogers' Avengers faction."

"That's right," remarked Trixie, realizing whom she was talking to. "You're one of Princess Luna's bodyguards, right?"

"Yes, and I've heard you are good with magic just like me. I guess, we'll work well together, I suppose."

Trixie was glad to hear that a human with high magic levels was respecting her for whom she was…a world class magician.

"Well," chuckled Trixie. "If we are on the grounds of putting on a magic show, then I guess we'll work together nicely in this little farce."

It would take time for them to get to know one another, but Trixie and Wanda were already starting to become fast friends with each other, not realizing the magnitude of their part in the fight ahead…

Chapter 41: "Ambushing Thorax and Pharynx"

At the Changeling Kingdom, where some of the evacuees were taken to, Thorax and his brother Pharynx were overseeing their platoon of forces preparing to make their way towards Canterlot to aide in the impending battle with Grogar.

"Do you think this is going to be enough, Thorax?" Pharynx asked, looking over at his brother, dressed in rainbow colored armor with a scabbard containing a sword. "I mean, from what we have learned…"

"It's got to be enough," interrupted Thorax, looking back at Pharynx, also dressed in dark colored armor. "The more help the ponies get, the better. Besides, Ocellus is still there."

"She wasn't one of the evacuees?" wondered Pharynx. "But, why wouldn't she evacuate with the others?"

He then realized what Thorax was also realizing. Ocellus' bond with her fellow students had made her decide to fight to the bitter end.

"Oh, yeah, I forgot."

"The fact of the matter is we cannot let one of the youngest of us be killed," Thorax said, firmly directing his attention to the Changeling army. "We are going to do everything in our power to stop this threat which also includes Chrysalis."

The hearing of Chrysalis' name sent a roar among the Changeling forces.

"Chrysalis is in alliance with that monster?!" shouted a Changeling soldier, raising his hoof in the air. "Then she must suffer!"

"The less bloodshed the better," cried Thorax. "I don't like violence, but we may not have much of a choice in this matter. Now, we leave at once!"

Taking to the air, the Changeling army proceeded on the road towards Canterlot. At that same time, Chrysalis and General Kuwaga led the remaining Changelings still loyal to them towards the road.

"It's about time that traitor Thorax pays for overthrowing me," snarled Chrysalis to her loyal general. "Him, Starlight, everypony and everycreature who defied me will pay dearly."

"Thorax is a traitor, but lets not forget why we are doing this in the first place," advised Kuwaga. "We are acting on orders from our Emperor."

To Chrysalis, those words didn't matter. She wanted revenge and she was going to get it either way. Quite soon, they reached the road between Canterlot and the Changeling Kingdom.

"All right," ordered Kuwaga. "They are going to be arriving soon. Half of you hide in the ditch there, you half hide behind the trees."

Doing as they were told, the evil Changelings hid in the places assigned to them.

"What do we do now?" she asked her loyal general.

"We too, lay low," answered Kuwaga, suddenly transforming himself into a chipmunk with a black nose and a high pitched voice. "And then, we strike!"

Chrysalis watched as Kuwaga raced up a tree and hid himself inside it. Disgusted over his choice of creature to disguise into, Chrysalis also transformed into a chipmunk with a red nose.

"I can't believe I'm doing this," Chrysalis muttered in a high pitched voice.

…

Meanwhile, Thorax and Pharynx neared the forest, having no idea of the trap that was about to come towards them. Once they reached the forest, the deafening silence caused both of them to become concerned.

"What is it, Thorax?"

"Something's not right here."

"Do you sense something?"

Thorax didn't respond right away, but instead he turned towards his army of Changelings.

"Keep your eyes open," he ordered in a low voice. "Something tells me we're about to be ambushed."

The army did as they were told and proceeded forward as cautiously as possible. From the tree, Chrysalis and Kuwaga watched with interested as the unsuspecting Changeling army advanced.

"Oh, dear and traitorous Thorax," Chrysalis laughed in a high pitched voice. "You have no idea of the pain you are about to endure."

No sooner were those words spoken that at that very moment, a series of green magic blasts fired upon the army. This was the moment that Thorax feared the most.

"What in…?" gasped Thorax as the two halves of the evil Changeling army leapt from their hiding places and advanced towards them. The good Changelings attempted to fight back, but the evil Changelings quickly gained the other hand. Seizing the chance, Chrysalis and Kuwaga emerged from their hiding place and transformed into their normal selves.

"Chrysalis!" cried Thorax, trying to shake off a few evil Changelings. "Kuwaga!"

"Surprised you, didn't I?" laughed Chrysalis. "Finish them off!"

Heeding this order, the Evil Changelings continued their rampage, striking blow after blow on the unsuspecting Changeling army.

…

Meanwhile, at S.M.I.L.E. headquarters, Fury Swipes was immediately interrupted on whatever work he was doing as Lyra came rushing into his office.

"Sir!" she cried, trying to catch her breath.

"For Scorpan's sake, Heartstrings, what is the meaning of this?" he cried, rising from his desk chair to his feet.

"The Changelings were attacked," she gasped. "On the road to Canterlot."

This made Fury Swipes form a troubled look on his face.

"Notify Canterlot," he ordered to Lyra as he quickly dashed out of his office. "And notify Princess Twilight as well."

Dashing into the command center, he looked up and saw the location on the map where the attack had occurred.

"When did this happen?" he cried.

"It happened about 20 minutes ago sir," answered a pony S.M.I.L.E. agent. "Thorax and his brother were leading about 200 Changelings to aid in the defense of Canterlot."

The cat creature snarled in frustration upon hearing this. Immediately, Natasha also made her way into the command center, having also noticed what was going on.

"Sir," she said, handing Fury Swipes a report. "120 Changelings are reported dead."

"My god," whispered Fury Swipes, his eyes widening in shock. "Any news on Pharynx or Thorax?"

"Nothing."

"Sir," said another agent. "I've managed to get in touch with Dr. Banner at the Castle of Friendship."

Following his agent over to a radio, Fury Swipes immediately got into contact with him.

"Dr. Banner? Dr. Banner, come in!" he barked. "This is Commander Fury Swipes! Report back!"

It took a moment for the call to come through, but eventually Bruce answered.

"Commander," replied Bruce on the radio. "I read you loud and clear. What's happening?"

"The Changelings led by Thorax have been attacked."

"Changelings? Didn't they used to be evil?"

"That's beside the point, Banner," remarked Fury. "I need to have Princess Twilight notified of what is happening. Does she have a moment?"

…

On the other side, Bruce was in the Castle of Friendship when he noticed Twilight walking by with Ocellus and Silverstream having come in from working on the barrier.

"Twilight?" he said, gesturing her to quickly come over. "It's urgent."

"Wait here," Twilight said to Silverstream and Ocellus and followed Bruce into one of the castle's many rooms. "What is it, Bruce?"

"Princess Twilight," called Fury Swipes in a slightly raised voice. "Are you there? It's Commander Fury Swipes!"

"You don't need to shout, Fury Swipes," Twilight remarked, taking the radio in her magic aura What's going on?"

"Okay, I'm sorry for shouting but this is urgent," answered Fury Swipes. "A changeling platoon led by Thorax and his brother have been attacked."

This made Twilight's eyes open wide in shock and disbelief. She knew that Ocellus was standing right outside and wasn't sure how the young Changeling was going to react to her kind getting attacked.

"When did this happen?" she asked, firmly.

"Not too long ago," replied Fury Swipes. "But, you'd better go and see for yourself. Fury Swipes out."

"But, Fury…"

Twilight was interrupted by the sudden shut off from the radio. Sighing heavily, Twilight looked back towards and realized that Ocellus had been listening in.

"Ocellus…" Twilight started to say, but Ocellus quickly flew out of the castle with Silverstream watching in disbelief. "Dr. Banner, get Strange, Stark and Parker and meet me in a few minutes. I'll give you a pinpoint."

Taking to the air, Twilight attempted to follow Ocellus as they all tried to make sense of what had just transpired.

…

Chapter 42: "The Great Changeling Massacre"

Twilight flew as fast as her wings could take her as she tried to keep up with the panicked and frightened Ocellus. The young changeling feared the worst of her kind's fate not knowing who was alive and who was dead.

"Ocellus, wait!" cried Twilight as they flew along the road where the attack had taken place. "Ocellus! Stop!"

"My kind was attacked?!" Ocellus cried, her large eyes tearing up. "Chrysalis was behind this!"

"We need evidence to confirm that," replied Twilight. "Ocellus, I'm sorry…"

But Ocellus didn't listen and proceeded to try and follow the road.

"Thorax! Thorax!" she cried out and soon, let out a sharp gasp as she looked down in horror of what she saw. Bodies of dead and wounded Changelings laid on the ground below. "Thorax! Thorax!"

"Ocellus, stop!" called Twilight, following Ocellus down onto the ground. A few moments later, Dr. Strange, Iron Man, Spider Man and Bruce arrived on the scene via portal.

"What the hell…?" gasped Tony from inside his Iron Man armor. But, Bruce immediately jumped into rescue mode, going over to any Changeling that was still alive. "Split up and see if any Changeling is alive."

Doing as they were told, they all went about to see who was alive and who was dead. No sooner did they split up did they see the carnage that was inflicted on them. While going through throngs of dead Changeling bodies, Dr. Strange heard a faint moaning and went over to see where it was coming from. When he saw who it was, he couldn't believe it.

"Mother of God…" he whispered and saw Pharynx, bleeding heavily from one of his legs. Knowing that he could die, Dr. Strange turned over to his cape. "Stop the bleeding."

Acting on its master's order, the cape wrapped itself around the wounded Changeling's leg. Pharynx let out a loud cry of pain as this was happening.

"It's only for a little while," Dr. Strange said. "Don't worry, we're going to help you."

"What…what…what happened?" gasped Pharynx, trying to keep his eyes open and stay conscious. "Thorax…where is…?"

"Rest now," interrupted Dr. Strange. "I need to get you out of here at once."

And the wizard attempted to lift Pharynx up into the air as carefully as possibly. But Pharynx wasn't the only one. Several more Changelings had been dismembered and were bleeding profusely. Some were even close to death.

"Dr. Banner!" called Dr. Strange, gesturing him to come over. "This Changeling is bleeding profusely."

"What happened?" asked Bruce.

"He's almost lost his leg. We need to get him to a doctor now!"

"Where's…where's…my brother?" Pharynx asked weakly.

…

No sooner did he say those words that at that very moment, Iron Man was also looking among to see who was alive and could be helped when he noticed a tall green Changeling with orange horns lying in a ditch. Seeing this, he flew over to the badly injured Changeling whose chest had been cut open, exposing a large amount of blood.

"Parker, get over here!" Tony shouted, attracting Spider Man's attention. The young teenager couldn't believe what he was seeing just as much as Tony was. "Use your webbing and get this chest closed up."

"Okay," sighed Spider Man and proceeded to use his webbing to close the wound. Thorax moaned loudly in pain as the webbing closed the wound. A few moments later, his wound was closed. "All right, that should be it, Mr. Stark."

"Th…thank you," gasped Thorax, blood coming out of his mouth.

"Hang in there, we're going to get you to a hospital, Thorax," said Tony. "Ready, Pete?"

Carefully, the mentor and his protégé lifted Thorax up as several guardsponies arrived on the scene with nurses inside specially medically made chariots.

"Bring a stretcher over here!" shouted Tony, trying to get the attention of a medical chariot. "Come on! Let's go!"

Doing as they were told, a group of nurse ponies arrived and allowed for Thorax to be lowered carefully onto a stretcher.

"Thorax!" called Ocellus, who had been looking around to also help her kind raced over to him. "Thorax, you're…"

"Ow, Ocellus!" moaned Thorax, groaning as she rested herself on his chest.

"Sorry," gasped the young changeling. "But, you're…you're…"

"Alive?" gasped Thorax, notcing the tears of pain in Ocellus' eyes. "Yeah, I am."

Ocellus watched as her leader was loaded into a chariot along with several other badly wounded Changelings. What followed next was a sight none ever wanted to see. Those who had been killed were covered with blue blankets. It was then that Ocellus finally lost her emotions and silently cried for her deceased fellow Changelings.

As he was being helped to a Chariot, Pharynx noticed the pain Ocellus was displaying. But, he said nothing and instead was loaded onto the medical chariot.

…

Back at Tambeleon, Grogar was pleased to hear what had just transpired.

"Well done, my friends," he laughed. "Thorax and his forces have been desecrated and are unable to help defend Canterlot."

"It was easy to do," remarked Kuwaga. "They didn't even stand a chance against us."

"Hopefully that treasonous Thorax will be out of my way forever," added Chrysalis.

Of course, some of the other villains weren't too impressed.

"I only consider it a success when they are officially dead," remarked the Storm King in a low voice.

"Don't forget," Cozy whispered back at the deranged satyr, trying to get underneath his skin. "You only killed blindly."

"Exactly, silly filly," laughed the Storm King. "Kill them without mercy, that's my motto!"

Grogar had been hearing their whispers and this was the signal for him to make his next move.

"Now!" he said. "With the Changlings down, our attention now focuses on eliminating the next ally. Storm King!"

Hearing his name called, the Storm King stepped forward towards Grogar, happily awaiting the order for him to attack.

"Yes, my emperor?"

"I'm going to send you to send Queen Novo a little message to stay out of my way," he replied. "Make sure she gets it for me, won't you?"

Delighted to hear this, the Storm King bowed and thanked Grogar for the opportunity that was given to him.

"Good, are the remnants of your forces ready?"

Opening the throne room door, some of the storm creatures who had survived Instant Justice's persecutions of them arrived in the throne room, their spears well armed in their paws.

"I'll take that as a yes," answered the Storm King.

"Excellent," said Grogar, motioning for the Storm King to rise. "Now go! And do not come back until the message is delivered, do you understand?"

"You got it, my emperor!"

Laughing gleefully, the most recent creature to strike terror on Equestria was about to pick up where he left off, looking to do the same amount of damage as Chrysalis had done.

"I still don't trust him," remarked Tirek, his large arms folded. "Personally, I feel like my actions were better."

"All you ever did was absorb magic, Tirek," added Sombra. "The Storm King may be unfit to command a cockroach at times, but he does have the desire to trample among the lives of others."

"Then, let's see if he carries out his part," said Grogar, activating his viewing globe for the villains to see the impending attack on Mount Aris led by the Storm King himself…

…

Chapter 43: "Easier Said Than Done, I Suppose"

Summoned to the throne room, Twilight and her Avenger bodyguards immediately looked up to the worried Celestia and Luna who had also been notified of what happened to the Changelings. It didn't matter if their armor was already making them uncomfortable, the two sisters were demanding answers.

"How many are dead and how many are alive?" asked Celestia, worriedly looking over at them.

"100 dead and 100 wounded but alive," answered Dr. Strange. "This is clearly a case of trying to weaken any possible hope of us having any extra support."

"How do you know…?" Luna started to ask, but Strange gave her a look that stopped her from speaking any further. "That's right, you can see all in the future."

"The fact of the matter is that Grogar is already onto weakening us right away by attacking our allies," said Tony. "I say we strike now before it is too late."

"Remember that we cannot leave Canterlot undetected," remarked Dr. Strange, but Tony wasn't going to hear it. As far as he was concerned, he had an obligation to do whatever it could to protect Canterlot and his newly minted company building along with everypony and everycreature in it. "In light of what happened with the Changelings, I do have a suggestion for us to follow even though it won't be a favorable idea."

Hearing that it was an unfavorable idea didn't bode well with everyone in the throne room.

"We give Grogar what he wants."

"Are you insane?" cried Tony, shocked and disgusted by what he heard. "Handing everything to a demonic goat on a silver plate? I mean, have you lost your magical mind?"

"It might be the only way," replied Dr. Strange, looking back to Tony with an unfazed expression on his face. "If there is one thing I learned from our war with Thanos is that material objects don't matter."

"Yeah, well, this isn't just material objects, Doctor. These ponies have already gone through the wringer enough already. The last we want them to see is to just surrender to Grogar and his goons so easily. If there is one thing that I learned from fighting Thanos, is that these guys won't rest until they least see some bloodshed. I say, we fight until we can't fight no more. Who here agrees with me?"

Tony waited and waited for a response from everyone in the throne room with Peter, Twilight and Bruce raising their hoof and hands.

"And as for you two," continued Tony, turning his attention to Celestia and Luna. "I suggest we put you into large amounts of protection. If Grogar gets close enough to you…"

"We fight alongside you," said Celestia, firmly much to Dr. Strange's chagrin. "Not wanting us to fight is something Grogar will be expecting us to do."

"I agree with my sister," added Luna. "Besides, he won't honor his word."

Dr. Strange wanted to protest, but he knew he was hopelessly outmatched. They were going to fight whether he liked it or not.

"Very well," sighed Dr. Strange, shrugging his shoulders. "We'll do it your way. But if anything happens to you and your magic…"

But Dr. Strange couldn't finish his sentence and instead opened up the portal to return to Twilight's castle. Tony, Peter, Bruce and Twilight followed suit. However, Twilight took one last hard look at Celestia, realizing that this could have been the last time they would see each other.

Both Celestia and Luna for that matter.

…

Back at Twilght's castle, Tony was still trying to come to terms with Strange's decision.

"You really are insane, you know that, doctor?" he remarked as they stepped out of the portal and back into Twilight's castle. "Material things don't matter?"

"Don't forget I returned the favor when Thanos had you within an inch of your life," replied Dr. Strange, looking at Tony with a firm gaze. "I gave him the time stone in exchange for your life. You taught me something then, Tony and now, I am showing what I have learned."

It didn't matter to Tony whether or not Dr. Strange was showing him what he learned. He still had a matter of duty to protect high ranking creatures from harm.

"But…but, Grogar is like Thanos, but much worse."

"That's because you haven't seen how dangerous he really is. I've been looking into several futures and there is only one way to defeat Grogar…out of a million possible outcomes."

A sense of déjà vu came back to Tony for this was a situation that they were all in once before. Just then, Quill, Gamora and Drax came into the castle.

"Barriers are up," said Drax. "We should be able to hold our ground."

Quill then noticed the distress on both Tony and Strange's faces.

"Did I miss something here?" Quill asked.

"We…we were just having a normal and civil disagreement," stammered Tony, trying to cover up what was going on. "Nothing much."

"I find that hard to believe," remarked Gamora, who then noticed Twilight walking past them and into her throne room. Little did any of the remaining Avengers or Guardians of the Galaxy know that Twilight was preparing for a possible outcome: a life without her mentor or worse…her friends.

…

With her mind full of conflicted feelings, Twilight sat down in her throne room and looked up at the roots of her former home, the Golden Oak Library. All she could do was let out a deep sigh, knowing of whatever outcome was coming her way. But, her solitude wouldn't last long for at that moment, the doors opened to reveal Chancellor Neighsay on the other side.

"Princess?" he asked in a low voice, interrupting Twilight's deep thoughts. "Sorry, I didn't mean to disturb you."

"That's all right, Chancellor. The barriers are up, I see?"

"They are, though I wish I could say that they were not," replied Neighsay. "In fact, I can't help but think of what the outcome is going to be myself. You know something, Princess?"

"What?" Twilight asked as Neighsay sat down on Spike's throne.

"Ever since my brother was executed," replied Neighsay. "I've been doing a lot of thinking of how low I have gotten. I discriminated non-pony creatures as threats to Equestria, tried to shut down and seize the School of Friendship from you and run it by EEA doctrine among other things. I can't help but feel of how stupid I was."

"And that is why you joined forces with Dr. Strange," wondered Twilight, guessing what Strange was telling her. "To redeem yourself for your past actions."

"For so long, I have been meaning to redeem myself in any way possible," continued Neighsay. "In fact, part of me feels like the only answer I can find is if I leave this world behind forever."

Twilight felt stunned by this, guessing right then and there that Neighsay was considering the unthinkable method of dying in order to find peace.

"Don't talk like that, Chancellor," cried Twilight, coiling back in surprise. "We're going to win this war. You've got to believe that."

"Heh," chuckled Neighsay. "That's easier said than done, I suppose."

Twilight couldn't tell the Chancellor what to say, but she could tell from his body language that Neighsay was suffering inside because of his past actions and that the only way he could be healed was not by being turned to stone like Discord or hanged like Instant Justice, but by going to the afterlie in as natural a manner as possible…

Chapter 44: "Emperor Grogar's Offering"

With the Storm King dispatched to attack Mount Aris, Emperor Grogar turned his attention towards a peace offering, a chance for his enemies to surrender willingly without any bloodshed. Of course, that wouldn't be the case.

Meanwhile, the news of the Changelings being attacked and massacred by Chrysalis and General Kuwaga sent shockwaves throughout Canterlot. In fact, everyone who was cocooned inside Equestria realized that Grogar and his allies were going to raise the bar even further than before. From inside the throne room, Celestia and Luna stood out the window overlooking the barrier's that covered their city, their home.

"I can't believe Thorax and the Changelings were attacked like that," sighed Celestia, removing her battle helmet.

"It is clear to me that this was done as a way to weaken us, Celestia," remarked Luna. "Maybe the situations with Sombra and Chrysalis were meant as a warning of what would happen. Perhaps we should have taken Dr. Strange's word…"

"No," interrupted Celestia in a firm voice. "No, we will not surrender in any way possible, Luna. The more Grogar weakens us and our allies, the more dangerous we and our allies become. We will fight and he will be defeated, him and all who ally themselves with him."

"Even Cozy Glow?"

"Yes, even Cozy Glow."

At that moment, Luna felt her stomach turn, realizing that a filly was possibly going to be killed. It didn't matter to Luna if this was a villain, Cozy Glow was still a filly and Luna had tremendous amounts of respect for fillies and colts. They looked up to her and Celestia like idols and even though they were evil, Luna still felt sympathy for them.

"Sister, I know you aren't going to like this," suggested Luna. "But, if Cozy Glow is captured, could we possibly…?"

"No," Celestia interrupted again. "I know what are you asking for Luna and the answer is no. Cozy Glow committed treason by stealing the magic in Equestria under Tirek's tutelage, so if she pays for her actions, she pays with her life if it comes to that."

Suddenly, they felt their palace shudder like an earthquake.

"Sister, what's happening?!" cried Luna, but Celestia, like a lie detector, guessed what was happening. The fountain next to their thrones spurted water which meant that someone was trying to contact them.

But it wasn't just any creature.

It was Emperor Grogar himself.

"Grogar," whispered Celestia, running over to the fountain as Princess Cadence came dashing into the throne room, joining her aunts by the surging fountain. Celestia felt her anger rise even further when she saw Grogar's smiling face in the water and her shouts reflected her rage. "Grogar, you despicable coward. How dare you show yourself through the waters of a fountain?"

"Is that all you are going to ask me after 1,000 years, Celestia?" remarked Grogar. "Not even a 'hello, how are you?' or something like that? Well, that is entirely typical of you and your pathetic sister."

"You cur!" cried Luna, her horn glowing with rage upon being called this. "What do you want with us?"

"Well, why don't you allow me to come to your throne room and I'll give you my answer."

The three alicorns felt their hearts sink as Grogar's face disappeared from the fountain. They were going to allow their most feared enemy to come inside the throne room.

"What do we do?" asked Cadence, worriedly looking over at her aunts.

"We bring him here," answered Celestia, reluctantly activating her horn and firing a spell at the fountain. A few moments later, the throne room shook even more as a portal formed out of the fountain.

Then, Grogar stepped out. His domineering figure intimidated the alicorns as he smiled evilly at them, sensing their magic that he so desired greatly with only the sounds of the Chaos Gauntlet piercing the marble floor.

"Greetings, my friends," he said. "Isn't anypony going to ask me how my trip was?"

"Get on with it, Grogar," barked Celestia, feeling her legs shake slightly. After 1,000 years, she and Luna were face to face with Grogar again. "What do you want?"

"Fine how you asked," laughed Grogar, as he slowly advanced towards them. "All right, ladies, this is your dilemma. You agree to turn over all of your alicorn magic to me along with the Elements of Harmony and I will spare any bloodshed. Or, in which case, you can refuse my offer in which case, we can all sit around and have a jolly time having this impasse."

…

At that moment, the rumblings of Grogar's arrival had alarmed the defenders of Canterlot. Steve and T'Challa noticed this and realized that there was an intruder.

"Did you feel that?" he asked the Wakandan king.

"I did feel that, Captain," answered T'Challa, nervously. "He's is here to bargain."

"Bargain what?"

Rather than answering, the two of them ran towards the castle determined to protect the princesses at all costs.

…

"I will never let you get away with this, Grogar," snarled Celestia, her horn glowing with rage as she fired a blast of her magic at Grogar, which he quickly deflected using the Chaos Gauntlet.

"Save your breath, Celestia as well as your firepower," retorted Grogar. "I'm giving the commands around here!"

Celestia snarled in response to this cowardly demand and dug in her heels.

"So then, what did you decide?" asked Grogar. "Tick tock, tick tock."

"If you want our magic," answered Celestia, snarling. "You will have to kill us for it."

"Very well then," remarked Grogar, realizing what was about to happen. "You have decided to do this the hard way, don't you? Then, so be it! We will come and lay waste to this proud domain you call home! Get ready for the ride of your lives!"

Laughing evilly and loudly, Grogar activated his powers and disappeared with a flash of lightning and a small explosion. The alicorns recoiled in horror at what just happened as Steve and T'Challa raced into the throne room.

"What happened here?" asked Steve, activating his shield as he raced in front of Luna, trying to protect her along with T'Challa, standing in front of Celestia.

"Emperor Grogar was just here offering us a chance to surrender," answered Celestia. "But we won't bow to him. We'll die protecting our subjects instead of surrendering."

With those words, Celestia donned her helmet once more, dedicating herself to fight against Grogar and his allies to the bitter end, by any means necessary.

…

Chapter 45: "We Strike at Dawn"

The earthquake that came with Grogar's arrival to Canterlot caused all to feel a sense of fear and unease. Having been awakened by the rumbling, Tempest Shadow raced over to the southwest wall to check on her sister, Razzle Fizzle. Tempest realized that perhaps maybe she could get an answer for why her sister chose to fight instead of evacuating.

"Razzle!" Tempest cried, racing over to her sister's side. "You all right?"

"I'm fine, Fizzlepop," replied Razzle Fizzle. "What was that earthquake?"

"I don't know, but I think you also know why I am here as well. I want to know why you chose to fight instead of evacuating, Razzle."

"Why? I did it to be here and defend our home like the rest of us, Fizzlepop. Most importantly, I did it to be with you."

"Is that it?"

"Yes."

Tempest felt like she didn't get the full answer but wasn't going to interrogate her own sister any further. The fact of the matter that there was an earthquake to begin with placed everyone defending Canterlot on high alert. Tempest could see that everyone inside was immediately preparing for battle and not taking the earthquake lightly.

"I need to check on the princesses," she said, looking up towards the tower where the throne room was. "I'll be back."

Looking at her sister one last time, Tempest raced towards the throne room.

…

Meanwhile, at Twilight's castle, Twilight was fast asleep in her bed when Spike came racing into her bedroom, burping up a scroll from Celestia. It took a moment for the Princess of Friendship to realize what was going on.

"Spike," she groaned, slowly waking up. "Do you know what time it is?"

"Sorry Twilight, but Celestia wants you in Canterlot."

Taking the scroll with her magic, Twilight read what Celestia wrote and felt her heart sink when she finished reading it.

"Grogar was in the throne room?" Twilight gasped. "Offering Celestia and the others a chance to surrender?"

"Maybe he was just being neighborly," guessed Spike, shrugging his shoulders in an unsuringly nature.

"There is nothing neighborly about Grogar, Spike. If Grogar had the nerve to pay a visit, then he would have taken their magic right then and there. I'll be back soon."

Spike watched as Twilight took to the air racing towards Canterlot at a high speed. Once she arrived, Twilight saw the effects of Grogar's visit, with some of the building structures damaged from the earthquake.

"I came as soon as I got your message," Twilight said to Celestia as she arrived in the throne room and hugging her fellow princesses. "Was Grogar really trying to offer us a chance to surrender?"

"Yes, he was Twilight," answered Celestia. "We turned it down because we knew it was a trick. He wasn't going to hold up his end of the bargain, even if we did surrender to him."

"And it was also because you weren't here protecting the tree of harmony," added Cadence. "He must want all four of us in the same place at the same time."

"Either way, Grogar will more than likely split his forces in order to get what he wants," remarked Celestia. "A majority of them will come here to Canterlot and the other will head for the Tree of Harmony."

Just then, they all heard running footsteps and the doors flung wide open as Tempest dashed into the throne room.

"Tempest, what are you doing here?" asked Twilight as Tempest took a few moments to catch her breath.

"He was here wasn't he?" Tempest asked.

"Yes, Grogar was here, Tempest," answered Twilight. "I got a note saying that he was here demanding that we surrender everything to him, our magic, everything."

Hearing this made Tempest feel more and more determined to fight.

"Let me guess, this is another part of my training, isn't it? This earthquake?"

"You could say that it is," remarked Twilight.

"All that matters is we start preparing for Grogar's arrival," advised Luna, looking out the window to see a clearing in the distance. "Most likely, Grogar's forces will be positioning themselves in that clearing over there."

"You might be right, Luna," remarked Celestia, also looking out at the clearing. "If my hunch is correct, as soon as I raise the sun, Grogar and his enemies will be coming in force."

"Then why don't you raise the sun now?" suggested Twilight, looking over at Celestia. "Make him come before he is at full strength?"

This gave Celestia and Luna a good idea. The chance to bring Grogar out into the open before he was at full strength was more than enough to give the princesses an advantage.

…

Meanwhile, in Tambeleon, Grogar had summoned all of his evil allies into a conference room. The Storm King, however, wasn't too thrilled at the idea of being called back to Canterlot after being told to conquer the hippogriffs. But, he was there anyway

"The princesses have refused our offer to surrender peacefully," Grogar said. "The time to fight is now."

"Of course the time to fight is now," said evil Twilight, slamming her hooves on the table. "The sooner we bring Equestria to its knees, the better."

"I agree with egghead here," added evil Rainbow Dash.

"What did you say?" snarled evil Twilight.

"Enough!" cried Grogar, stamping his foot down. "The time for talk is over and the time for action is now, my friends! We split our forces into two groups. Sombra, Chrysalis, Tirek and Cozy Glow will attack Canterlot. Twilight, you and the rest of your comrades will come with me to the Castle of Friendship where we will pay your doppelganger a little visit."

"Uh, what about me?" asked the Storm King, who felt like he was being left out. "I happened to have conquered Pony town before and know the ins and outs of it."

"Very well, Storm King," sighed Grogar, rolling his eyes in disgust. "You shall go with the others to Canterlot. Now, prepares your armies for battle! We leave at dawn!"

With the orders given, the villains each went their separate ways to prepare their respective forces. However, the Storm King wasn't too thrilled about being excluded.

"I asked you to leave, Storm King," said Grogar. "What are you still doing here?"

"Um, let me make it perfectly clear that I don't like being ignored," he stated. "Why are you treating me less than the others? Is it because you still think I am an amateur? Is that it?"

"You must understand that I do at times question your motives, Storm King," replied Grogar. "Even as I look at you, I don't take you seriously because I see you as an amateur. Prove to me that you aren't an amateur and maybe I can take you seriously."

The Storm King couldn't believe what he was hearing. Despite the fact he had managed to damage and conquer Canterlot, he was still being treated differently. Or there was perhaps another reason for his shabby treatment from Grogar?

"Now get out of my sight and prepare your armies," Grogar ordered and the Storm King left, unable to seek the respect of Equestria's most feared enemy.

…

Chapter 46: "Dawn of Battle"

It was early morning when word came to Wonderbolt Headquarters that the time had come for the aerial forces to move out. In the days since Sky Stinger and Vapor Trail were trained to fight, every single one of the Wonderbolts and Wonderbolt cadets had been equipped with the jetpacks operated by Sam Wilson. Now, they were all standing out on the runway waiting for the moment to take to the skies.

"All right, Wonderbolts!" called Spitfire, addressing the crowd of Pegasus ponies armed in flight battle gear along with the jetpacks. "The time has come for us to face the enemy in Canterlot! Just remember what you were taught about using the jetpacks and you might survive, is that clear?"

"Yes, ma'am!" replied the crowd. Once she said her peace, Spitfire flew down next to Rainbow Dash, Sam and her fellow Wonderbolts. The anxiety of the impending battle was starting to take its toll on Spitfire, who immediately couldn't help but feel nervous.

"Nervous, crash?" she asked Rainbow Dash.

"A little bit, but I feel optimistic about what is to come," answered Rainbow Dash. "What about your mom?"

"She was evacuated to the dragon lands," remarked Spitfire. "Although I can't help but wonder why. But at least she will be out of harm's way. Hope her heart doesn't give out from all the stress of what is happening."

Rainbow could well remember the heart attack Spitfire's mother had suffered a while back and how it brought Spitfire to her knees. Much like the rest of Equestria, the army of Wonderbolts was left to wait for the signal to move. Much like their leader, it was nothing short of anxiety provoking. Even for two of its most promising flyers, the anxiety was too much to take.

"Take some deep breaths, Vapor," whispered Sky Stinger, clutching his best friends' hoof tightly. "I don't think Spitfire wants you to go in with a nervous feeling."

"But, I am nervous, Sky," whispered Vapor Trail, looking at him. "It's…even hard to take deep breaths."

"No matter what happens," interjected the pony known as Angel Wings. "You two are my favorite flyers in all of Equestria."

Even those words weren't enough to take the anxiety off of both Sky and Vapor. Even more so, it wasn't going to make the waiting go by any faster than it already was.

…

Back in Canterlot, Celestia stood on the tower of her castle and prepared to raise the sun in an effort to catch Grogar off guard.

"Do you think it will catch him off guard?" wondered Luna as she and Cadence joined Celestia on the tower.

"I hope so, Luna," replied Celestia, nervously. "I hope so."

Activating her magic, Celestia closed her eyes and slowly raised the sun up over Equestria, two hours earlier than scheduled. Raising the sun, the princesses hoped that the premature rising would cause the impending forces to become confused, but that wasn't the case. They were already starting to form in the clearing.

"It's not working," cried Cadence, gesturing for her aunts to look at the clearing. "They are still taking their positioning."

The tactic backfired and they were all forced to abandon the strategy. Twilight and Tempest also saw the tactic backfire from down in the lower levels of the castle as well and realized that things were going to go downhill fast.

"Now what?" said Tempest.

"Guess we take our positions," remarked Twilight. "No question Grogar is going to target the Elements, so I'd better get back and try and defend them. Do you think you are going to be all right?"

"Like we have a choice," sighed Tempest, who slowly realized that this was probably going to be the last time she and Twilight would be together. "Listen Twilight, if anything happens and that one of us doesn't survive…"

But Twilight stopped Tempest from saying another word and gave the troubled pony a small hug. This brought a brief glimpse of relief to Tempest, even though it wasn't going to go all entirely away.

"No matter what happens, we will see each other again," reassured Twilight. "Remember that."

The two mares pulled away and Tempest watched as Twilight disappeared from her view using a teleportation spell. Tempest was left alone to fight alongside the defenders of Canterlot.

…

Elsewhere Tony and Julia, dressed in their respective hero suits, were preparing for the impending battle themselves, standing outside of Stark Enterprises' Equestrian division. Starlight Glimmer was already in the Hulkbuster armor and making her way towards the entrance to Canterlot.

"Tony," Julia whispered, clutching her husband's hand tightly. "I'm really scared."

"Me too, Julia, me too," replied Tony, softly. "Honestly, I don't even know if we are even going to live to tell the tale. But I want you to know something important."

Tears began to form in Julia's eyes upon realizing what Tony was going to say to her.

"No matter what happens, we're going to see each other again," he said, firmly. "They can do what they like with our bodies, but our souls are eternal."

Whatever comfort his words meant to her was only just that…words to Julia. But Tony had a point, their souls were eternal. Finally, they pulled each other into an embrace that lasted for a good long few minutes before Julia watched as Tony took to the skies and flew off towards the castle of friendship.

"I love you," whispered Julia as she watched her husband fly off.

"I love you," Tony whispered from inside his Iron Man armor.

…

A few moments later, the defenders of Canterlot positioned themselves in their respective areas as the armies of Sombra, Tirek, Chrysalis, Cozy Glow and the Storm King let out loud battle cries. Stepping forward, Steve, T'Challa and Natasha Romanoff, who had come from S.M.I.L.E. headquarters during the night approached Ebony Maw and Proxima Midnight in the center of the field.

"Grogar will have the princesses' magic," Proxima growled. "And the Elements of Harmony."

"That's not going to happen," Steve replied.

"You are facing Wakanda now," added T'Challa. "Emperor Grogar will have nothing but dust and blood."

"You'll regret those words," snarled Proxima and the generals each respectively went back to their sides.

…

"They surrender?" asked Bucky to Steve as he cocked his machine gun.

"Nope," answered the man known as Captain America. "Wasn't expecting them to surrender, just rattle their nerves."

…

Meanwhile, Celestia raised her horn high into the air and that was the signal for the Wonderbolts to take flight.

"All right, that's the signal!" cried Spitfire, turning her head back towards the Pegasus army. "Let's move out!"

Taking to the skies, Sam, Rainbow Dash and Spitfire led the Pegasus army towards Canterlot with Sky Stinger and Vapor Trail still clutching each other's hooves tightly right up until they neared Canterlot.

Once the Pegasus forces arrived, that was the signal for evil forces to make their move.

"How are we going to get through that barrier?" asked Cozy Glow to Tirek.

"We break our way through, Cozy Glow," answered Tirek and the demonic centaur roared loudly as the armies charged towards the barrier, trying to break their way through.

Now, it was only a matter of time before the barrier would fall…

…

Chapter 48: "Grogar Attacks the Friendship Kingdom"

"Where are we?" asked the evil Pinkie Pie. "This place looks like a dump."

"This isn't just any other place, Pinkamena Diane Pie," remarked Grogar. "This is where we will obtain the Elements of Harmony once and for all. Now, shut up and stay beside me!"

With only the sounds of the Chaos Gauntlet, Grogar and the Mean Six neared the barrier protecting both the Castle and the School of Friendship. As they neared the barrier, they saw Dr. Strange sitting on the top of the barrier protecting the castle.

"Oh yeah," he remarked, catching Grogar and the Mean Six's attention. "You're much more of a Thanos…oh, wait, wrong scenario."

"Who are you?" asked Grogar.

"I am a master of the mystical arts," answered Dr. Strange, looking at Grogar with a stern look on his face. "I've heard many things about you, Grogar, how you want to make this nation a part of your twisted empire."

"Tambeleon isn't twisted," Grogar replied, looking back at Dr. Strange. "It's actually a kingdom full of potential. 1,000 years ago, I had it all and then it was taken away from me."

"Is that so? Your kingdom is nothing like what you say because you run it according to your own will. You and King Sombra were close friends and you both were banished by the Royal Sisters at the same time. He was banished, returned, killed and then returned again."

"That's not true," Grogar remarked, activating the Chaos Gauntlet and creating an illusion of Tambeleon before it fell to the Royal Sisters. "Tambeleon is a kingdom of potential, but no creature was willing to give it a chance. They called me a mad creature, a dictator, a despot, whatever you wish to call me. But, the fact of the matter is, I play by my own rules. With this gauntlet, I could simply stamp my hoof down onto the Earth and half of life in Equestria would become citizens of Tambeleon with me as their savior."

Dr. Strange wasn't amused by this and got up from where he was sitting.

"Touching story, but nothing more than child's play."

"It doesn't really matter what you say, wizard."

"And why is that?" asked Dr. Strange.

"Because the strongest wills are required to survive."

With those words, Dr. Strange advanced towards Grogar and the Mean Six and activated his powers.

"I think you will find our will," he said, forming a battle position. "Equal to yours."

"Our?" Grogar asked and at that moment he looked up and saw a large boulder hurtling towards him. Loudly yelling, he managed to duck out of the way, shielding the Mean Six from the boulder's impact.

"Piece of cake, Twilight," Tony remarked from inside his Iron Man armor.

"Yeah, now we did was just make him angry, Tony," Twilight replied as she, Quill and Gamora leapt out of their hiding places. Charging towards the mad goat, Twilight fired a blast of magic at Grogar only to be stopped by her evil counterpart using a shield spell. "Get out of my way!"

"In your dreams, Princess," laughed the evil Twilight, kicking her to the ground. Leaping at a frantic pace, Quill placed a bomb on Grogar and jumped through a portal conjured up by Dr. Strange.

"Boom!" he said, flipping Grogar the bird as the bomb exploded on his back.

"Don't let him stomp his foot," Strange whispered to his cape and while the cape kept Grogar tied up, Strange activated another portal for Spider Man to throw down several blows at him.

"Magic!" he cried, leaping from portal to portal striking Grogar as he went through them. "More magic! Magic with a kick! Magic with a…."

However, Grogar wasn't going to take another blow and threw Spider Man to the ground, snarling and throwing him at Dr. Strange, knocking both of them to the ground. Just then, Grogar felt another blast of magic and turned around to see Chancellor Neighsay ready to attack him. Leaping into the air, Neighsay attempted to strike down at Grogar, but was unsuccessful as Evil Applejack kicked him back with her back legs.

But, the continuous attacks were not done on Grogar. He suddenly saw a barrage of rockets hurtling towards him and using his magic, pushed them away and turned them back towards the one who fired the rockets…Iron Man

"Okay, that wasn't what I had in mind," Iron Man said, quickly activating a shield to protect himself from the barrage.

Getting back on their feet, Spider Man and Dr. Strange attempted to try and confront Grogar, only to be stopped by evil Rainbow Dash and evil Fluttershy. The two evil clones of Rainbow Dash and Fluttershy threw the two of them up into the air, but the two Avengers saved themselves thanks to magic and metallic spider legs.

Drax was the next to take his shot at Grogar and using one of his knives attempted to slice at the Chaos Gauntlet, but he too was taken out thanks to a quick thinking evil Pinkie Pie using a warped version of her counterpart's party cannon.

"Ha ha! Bull's eye!" she laughed evilly, striking the former intergalactic criminal down onto the ground. Watching from the roof of the school of friendship, the young six realized that they needed to get involved.

"What do we do?" asked Gallus. "We can't just sit here and do nothing."

"I agree," added Smolder. "But, don't you think we should until the moment is right?"

The young six now were conflicted on how to help.

…

Meanwhile, Thor and the Pillars of Old Equestria were hiding in the cave when the rain stopped and Starswirl felt a strong disturbance course through his veins.

"It has begun," he said quietly.

"What has?" asked Thor.

"The battle for Equestria has arrived."

"What do we do now?" asked Mage Meadowbrook.

"We go to Canterlot and face the foe," answered Thor, lifting his hammer into the air high over his head. A bolt of lightning came down and struck the hammer. With a loud yell, Thor felt himself and the Pillars by the lightning's power as they disappeared from the cave's entrance.

…

Back in Canterlot, the battle for Equestria was at a stalemate. Neither side had gained the edge on one another and more and more warriors on both sides were falling to their deaths. From up in the air, Sky Stinger and Vapor Trail both fired missiles at the ground forces, but were soon overpowered by a pair of Changeling warriors. Elsewhere, Bucky Barnes and the Wakandan troops he was leading were vastly overpowered and Starlight Glimmer felt herself being overpowered in the Hulkbuster armor.

"There is too many of them!" she screamed, but at that very moment, the bolt of lighting struck the middle of the battlefield and out came Thor and the Pillars of Old Equestria, armed and ready for battle. This made Starlight manage to rebound and kick the soldiers off of her. "You guys are so screwed now!"

With a loud cry, Thor ran towards the invaders and swung his hammer down hard onto the ground causing a massive earthquake.

"BRING ME GROGAR!" he roared and the Battle of Equestria reached another level.

Chapter 49: "We Fight Until We Can Fight No More"

Watching from up on the roof of their school, the Young Six remained conflicted about getting involved in the growing fight that was going on down below. Despite their best efforts, Twilight and the Avengers were getting themselves outmatched by Grogar and the Mean Six.

But they weren't going to kill Grogar, they were aiming to part the Chaos Gauntlet from him.

Throwing a magic whip, Dr. Strange lassoed Grogar's neck while Quill discharged electromagnetic holders on his back legs. Spider Man fired strong webbings at Grogar's horns while Iron Man flew down and placed his hands on the Gauntlet.

"Let go of me!" cried Grogar as he struggled against his bonds. Activating a portal, Mantis leapt down and landed herself on top of Grogar's head. The Mean six attempted to help him, but were stopped by Twilight who casted a freezing spell on them.

"Hurry up!" she groaned, trying to keep the freezing spell going. "This spell is…temporary!"

"Parker, give me a hand!" shouted Iron Man as Spider Man raced over to his mentor's side.

Grogar's loud roars and cries of his restraint grew louder and louder, but the combined strength of the Avengers and the Guardians of the Galaxy were not letting up. With her dagger in hand, Gamora casually walked over up to Grogar and placed the dagger at his throat.

"Not so tough now, aren't you?" she remarked, sarcastically. "Hand the Gauntlet over…now."

Snarling, Grogar was not going to give in. Even with a dagger at his throat, he was still not giving up.

"Hurry, he is very strong!" cried Mantis, only for Grogar to make a snide chuckle. Right away, Gamora realized something was wrong.

"Gamora, hurry up!" cried Quill, trying to keep his magnetic bonds on Grogar. "Take the Gauntlet."

"Gamora," laughed Grogar quietly. "The daughter of Thanos. A creature trained to kill."

"Shut up," snarled Gamora in a low voice, clutching the dagger tightly. "Give me the Gauntlet."

"The creature whose family was murdered and became his stepdaughter."

"He…he mocks," cried Mantis, struggling to hold on to Grogar's head. "He mocks Gamora."

"What does this monster have to mock?" cried Twilight, who was beginning to lose her grip on the frozen mean six. "Gamora, take the Gauntlet! Hurry!"

But Gamora didn't move and began to lower her hand from Grogar's throat.

"Gamora, what are you doing?" groaned Quill, his body riddled with a shocked expression on her face. "We almost have him! Don't give up!"

"I knew you didn't have the heart to wield the courage to face me," continued Grogar. "Thanos was right to kill you."

The more Grogar spoke, the more angrier Gamora became and in a fit of rage, she began to throw punches at him.

"NO! GAMORA! STOP!" screamed Quill.

"It's coming off, it's coming off," cried Spider Man as he and Iron Man tried to slip the Gauntlet off.

But it was too late.

With a loud roar, Grogar roughly threw the group away from him and Twilight finally lost her ability to hold onto the Mean Six. In anger, Grogar began to make his way towards the Castle of Friendship where the Tree of Harmony was being held.

"That's not good," remarked Sandbar. "We should do something!"

"Are you crazy, Sandbar?" shrieked Silverstream. "Did you see what he just did?"

"I agree with Sandbar," said Gallus, getting up from his hiding position with a look of determination on his face. "They need our help right here and right now! Who's with me?"

With those words, Smolder rose to her feet as did Ocellus, Yona and eventually, Silverstream. Loudly shouting, the six young creatures jumped off the roof of the castle and towards Grogar. But, Grogar sensed this and caught them in his aura. Without saying a word, he threw the students onto the ground and continued to make his way towards the castle.

"NO!" shouted Twilight, trying to save her students, only to be stopped by Evil Twilight.

"You're not going anywhere, Princess!"

With their headmare subdued, the students were left to deal with the rest of the Evil Six while Grogar neared the barricade. Acting quickly, Dr. Strange attempted to once again subdue Grogar by throwing yet another magic whip. Angered, Grogar turned around and fired a blast of magic at him only to be countered by Dr. Strange's quick reaction in casting a shield to protect himself. Before he could strike at Strange, Grogar felt a sharp pain and let out a sharp yell as he felt Gamora strike her dagger into his back-left leg.

"Get out of my way, wench!" he snarled kicking her in the chest but Gamora, angered by being mocked by him, was determined to kill him by any means necessary.

"You'll pay for mocking me!" Gamora yelled, leaping into the air to try and strike him again, only to be stopped by the evil Rarity.

"Give me the dagger!" the evil Rarity clone cried, knocking the dagger out of Gamora's hands, trying to reach for it. "Give me the dagger!"

Racing to his girlfriend's side, Quill managed to save Silverstream from the Evil Pinkie Pie and blast the Evil Rarity away from Gamora.

"You okay?" he asked, helping Gamora to her feet.

"Thanks, Peter," gasped Gamora, trying to get back to getting Grogar, who was already taking on Dr. Strange.

…

Managing to subdue her evil counterpart for a short time, Twilight raced over to fire a blast of magic at the back of Grogar's head. Evil Twilight attempted to strike back, only to be subdued by Spider-Man while Iron Man aided Twilight in helping Dr. Strange.

"What do we do now, Mr. Stark?" asked Spider Man, looking up at his mentor. "Do we try again?"

"We keep trying until we can try no more, Parker," replied Iron Man, firing lasers at Grogar's back and getting them deflective thanks to the Chaos Gauntlet. "And until our requiem is spoken."

"Did…did you just quote Celtic Thunder?" remarked Spider Man. "That's pretty damn powerful."

The moment was short lived however as Grogar fired a blast of his magic at Spider Man, sending him crashing into Drax, who was trying to fight Evil Applejack. This made Iron Man cross.

"You hit another of my guys one more time," Tony warned from inside his armor. "And I am going to lose it."

Casting a duplication spell, Dr. Strange multiplied himself in multiple copies and each copied sent down a barrage of magical ropes, trying to hold Grogar down.

"Twilight," the wizard called down to Twilight. "Get the Gauntlet!"

Acting on his order, Twilight attempted to use her magic to pull the Gauntlet away. But, despite the injuries that were inflicted on him, Grogar roughly pulled on Strange and his copies as he kicked Twilight in the chest.

…

From inside the room of Twilight's castle where the tree of harmony was being protected, Bruce and Chancellor Neighsay were listening into the horrors going on outside.

"Dr. Banner, I can't stand this any longer," cried Neighsay, his face filled with panic. "What do we do?"

"I don't know, Chancellor," growled Bruce, hints of green showing on his face. "But, I feel like I am about to kick me a little goat."

Within a matter of moments, the Hulk would make his appearance in the defense of Equestria…

Chapter 50: "Until Our Final Requiem is Spoken"

Even with Thor and the Pillars on their side, the defenders of Canterlot were still being overpowered by the invading forces. From the northeast wall, Tempest Shadow and Razzle Fizzle watched as the army fought valiantly along with the rest of the wall's defenders.

But they didn't watch for very long as they saw a group of Donkeys and Evil Changelings heading towards them.

"Incoming!" shouted Shining Armor. "Attack!"

Firing barrages of magic and weapons, the Northeast wall defenders blasted at the invading forces, sending them back. However, Razzle's lack of fighting concerned Tempest greatly. Her aim was off, her fighting prowess was not as strong as hers. Right away, Tempest finally realized the reason for her sister's decision to fight.

"Razzle, are you seriously wanting to die?" Tempest thought to herself as the thought crossed her mind. "Is that why you wanted to fight?"

Those were the thoughts that went through Tempest's head time after time as the fights intensified. Using whatever magic was inside her broken horn, Tempest fired spell after spell at her attackers, sending them back and killing with her eyes still locked on her sister.

…

Back on the battlefield, the remaining Avengers and Guardians of the Galaxy continued to also fight as valiantly. Now, Tirek and Cozy Glow were also on the battlefield, striking down Wakandan and Equestrian soldiers. Then, they confronted Starswirl the Bearded.

"Well, well," laughed Tirek, looking right at Starswirl. "We meet again, Starswirl."

"You still haven't learned anything," cried Starswirl, firing a blast of magic at Tirek which he merely absorbed and consumed in strength. Firing a blast of his own magic from his horns, Tirek had his attacked deflected by Starswirl and instead striking at several Storm Creatures and Donkeys. "You will never have the magic of Equestria."

"It's more than magic we are after," snapped Cozy Glow, flying down and kicking Starswirl in the face, knocking him down to the ground. "Face it, Starswirl, you are just second best."

"Never!" roared Starswirl, firing a blast of magic at Cozy Glow, nearly striking her. The young Pegasus filly and her mentor kept their eyes locked on Starswirl until they were knocked back by a barrage of gunfire from Bucky and Rocket. "Thanks, rabbit."

"I'm a raccoon, beard horse," replied Rocket as they returned to fighting. "What is with him?"

"He's senile," answered Bucky. "Just concentrate on the enemy and don't ask for the gun or the arm."

"If you say so," muttered Rocket. "I'm still gonna get that arm eventually."

…

At the same time, Mistmane and Somanmbula were aiding Romanoff and Spider Woman in fighting a combination of Sombra's and Chrysalis' forces. The two mares and two female humans had their hands full in fighting.

"Behind you!" cried Spider Woman as Mistmane turned around to see a soldier of Sombra charge towards her. The old unicorn used a shield spell to protect herself from the soldier and fired a barrage of blasts at them.

"You know, for an old mare," remarked Romanoff, amazed at how Mistmane was able to handle her own. "You sure know how to fight well."

"Thank you, dear."

But a swift kick to the face by a changeling sent Mistmane back down to the ground. Somanmbula retorted by picking the Changeling up and tossing him into the air, causing him to be hit by a barrage of missiles from the Wonderbolts, killing him.

"In fact, I stand corrected," remarked Romanoff again before being taking down by several evil Changelings.

…

Back on the northeast wall, Tempest and the defenders continued to hold their own with casualites being taken on both sides. However, Tempest felt that her sister needed to be taken out of harm's way.

"Razzle!" cried Tempest, trying to reason with her. "This is crazy! You've got to take shelter now!"

"Get off me, Fizzlepop…" Razzle started to reply, only to be taken down by several soldiers which Tempest managed to shake off.

"You want to be with mom and dad, is that it?!" cried Tempest. "That's why you wanted to fight, the real truth? To get yourself killed?!"

"Fizzlepop…" cried Razzle Fizzle, much to Tempest's shock. "I…I…"

Just then, a loud blast and a rumbling sound rocked the wall and shook down everypony. Without warning, parts of the wall started to collapse, taking both invader and defender down onto the streets of Canterlot. Helping her sister to her feet, Tempest now had a different mindset: she needed to protect her sister at all costs.

"Fall back!" shouted Shining Armor in a panicked voice as the defenders began to pull back from the wall. Nevertheless, the invaders kept coming now being backed up by Storm Creatures.

Racing down onto the streets, Tempest attempted to drag her sister to a safe place, only to make a shocking discovery that made Tempest feel sick to her stomach.

"Well, well," laughed the Storm King, alive and determined to finish off his former lieutenant and her sister.

"You should have killed me," snarled Tempest, her horn glowing with anger over being used by him.

"It would have been a waste of parts!" cried the Storm King as he and Tempest charged towards each other while Razzle Fizzle watched. "You fight strong, Commander Tempest. But you could never make the hard decisions!"

In a bold move, the Storm King struck Tempest in the face with his staff, scratching her eye and giving her the same scar as her other one.

"Fizzlepop!" screamed Razzle Fizzle, but the Storm King didn't care. He had death in his eyes and that death was aimed at Tempest. Acting fast, Razzle Fizzle charged and fired a blast of magic at the Storm King, hitting him in the side. Before she could lay a hoof on him, however, Razzle was also struck down at that moment, much to Tempest's horror.

There standing before her and Razzle was Proxima Midnight.

"You could use some assistance," she laughed, looking up at the Storm King, who smiled and proceeded to return in finishing off Tempest.

"Thanks," replied the Storm King, aiming his staff right at Tempest, Fearing the worst, Tempest now had a major conflict on her hooves: fighting both her former superior who took advantage or trying to protect her sister from Proxima Midnight's wrath.

…

Back at the Castle of Friendship, the rest of the Avengers and the Guardians of the Galaxy continued to hold their own against Grogar and the Mean Six. However, fighting against a demonic monster like Grogar was beginning to take its toll. Struggling to her feet, Twilight coughed up some blood as she tried to figure out a way to strike at Grogar again.

"You okay, Twilight?" asked Iron Man, to which Twilight silently nodded. "How the hell are we going to get this guy?"

"Pathetic fools," remarked Grogar, his horns glowing. "Your efforts are futile against me. Why don't you just surrender to me now?"

"Never," coughed Dr. Strange, cuts and bruises now all over his body from being tossed around.

…

Suddenly, they heard a loud roaring sound from inside the Castle of Friendship and breaking through a window was the Hulk, ready to join in the fight.

"You are so screwed now, goat," whispered Dr. Strange, his spirit restored from the Hulk's arrival.

…

But the question remained on everyone's mind was would they be able to defeat Grogar despite their growing injuries and the arrival of the Hulk himself?

The answer to that question would be found out in due time…

Chapter 51: "Roar of the Hulk"

Bruce Banner couldn't control his anger anymore. The battle with Emperor Grogar and the Mean Six to defend the corrupted Elements of Harmony was reaching a point where he needed to intervene. Now, here he was, transformed into the green monster that came out when he was angry.

"Ooh, I'm scared," Evil Applejack remarked mockingly. "Why don't you come and get me, ya jolly green giant?"

Hearing this, the Hulk roared and charged at Evil Applejack, flinging her off of Drax like a small fly. Getting back to his feet, Drax grabbed his knives and attempted to stab evil Applejack over and over again. But the evil clone of Applejack was far too quick and too fast for him. Seeing this, Gallus overpowered the Evil Rainbow Dash and raced over to him.

"Hang on!" the griffon cried, only to be jumped on by the Evil Rainbow Dash. "Hey, get off me!"

"You're not going anywhere, Flyboy!" the Evil Rainbow Dash sneered, pinning Gallus down on his back. Just then, she felt a tap on her shoulder. "What the…?"

Turning around, the Evil Rainbow Dash took a punch to the face as Gallus looked up to see Quill standing over him and helping him up to his feet.

"Need a claw?" he asked.

"Thanks, uh…"

"Call me Star-Lord," Quill said hastily noticing the Evil Rainbow Dash coming around from being knocked out briefly. "Get to Drax, I'll hold her off."

Activating his Star-Lord mask, Quill confronted the Evil Rainbow Dash while Gallus flew over towards Drax fighting Evil Applejack. The Destroyer continued to try and strike at Evil Applejack and eventually striking at her Stenson hat. Snarling at the damage her hat had taken, Evil Applejack used whatever strength she had to pin down Drax, throwing punches and kicks into his stomach and chest.

"That's my favorite hat!" screamed Evil Applejack, kicking Drax in the face and causing him to lose a few of his teeth. Just in the nick of time, Gallus made his way over to Drax's side.

"You're going to lose a lot more than that," he remarked and forming a fist, punched Evil Applejack in the face and continued to do so. The Evil Clone of Applejack desperately struggled to fight back, but Gallus was too quick for her. "I don't have a violent bone in my body, but in your case, I'm willing to make an exception."

And the griffon took his front claws and sliced at Evil Applejack, badly injuring her. As the evil clone's blood seeped out, Drax was astonished by what he just witnessed.

"Incredible," he gasped. "You killed her."

"No, just mortally wounded her. I know a fake when I see one."

"Uh, Gallus, a little help please?" Silverstream cried as she tried to fight back against the Evil Pinkie Pie. Acting fast, Gallus and Drax raced to her side, but Evil Pinkie Pie was ready, randomly taking her party cannon and firing maces at Drax and Gallus.

Suddenly, Quill tossed Evil Rainbow Dash out of the sky and right into the path of Evil Pinkie's aim.

"How do you like that?" laughed Quill, but Evil Rainbow Dash was not amused. Unfortunately for her, the Hulk came rushing in and smacked Evil Rainbow Dash back down to the ground.

…

Meanwhile, despite his inflicted wounds, Dr. Strange attempted to continue fighting Grogar, but he was too weak and injured.

"Doc," cried Twilight, trying to get over to Strange despite her own injuries. "Dr. Strange, are you all right?"

"My…my chest," gasped Dr. Strange. "It…I think…I might have broken a few ribs."

Twilight looked back up to Grogar fighting Iron Man and Spider Man only for Spider Man to get beaten into submission by Grogar. Twilight began to see that the fight was about to become hopeless to them. They weren't going to win, not in the condition that they were all in.

But Twilight wasn't giving up, not in the slightest.

"We have to keep fighting," Twilight groaned, once charging up her horn. "We have to keep fighting!"

The light of Twilight's horn caught the attention of Evil Twilight who proceeded towards her only to be stopped by Spider Man.

"That's as far as you'll go!" he cried. Evil Twilight wasn't going to oblige and cast a spell that sent Spider Man out of her way. While facing off with Iron Man, Grogar noticed that with the Hulk on the battlefield, only Chancellor Neighsay and Spike stood in the way.

"Get the elements!" shouted Grogar to Evil Twilight, who proceeded to fly towards the Castle of Friendship. Acting fast, Twilight attempted to fly, but ended up being caught in a blast of friendly fire from Iron Man.

"Princess Twilight!" gasped Iron Man and almost as if on cue, Grogar leapt into the air and struck Iron Man down hard on the ground. Recovering from the blast, Twilight coughed up some blood and attempted to fly again, but she was badly hurt.

"Evil Twilight's heading towards the Elements," cried Ocellus. "We've got to stop her! Neighsay won't stand a chance if she gets towards the tree!"

Acting on their own good judgment, the young six raced towards Evil Twilight as fast as their wings or legs could take them. Sensing the student six behind her, Evil Twilight turned around and fired several blasts of her dark alicorn magic. Sensing that they were trying to stop her from reaching the tree, Evil Twilight charged towards them with a look of death in her eyes.

Struggling to his feet, Tony attempted to help the student six, but Grogar wasn't finished with him yet.

"Begin internal repairs, HOMER," he said. "Quickly!"

"Mr. Stark," advised the artificial intelligence. "Your levels are dangerously low."

"I don't give a damn," Tony snapped and turned around to face Grogar, determined to fight to the end. "Do it now!"

Just then, a loud roar was heard and the Hulk jumped onto Grogar and began pummeling him into submission. For a moment, it seemed like the Hulk was going to prevail. Then, Grogar activated the Chaos Gauntlet, lifting the Hulk and throwing him hard onto the ground, nearly crashing into Quill and Gamora. Mantis also tried to help, but she too, was knocked out cold.

Getting back onto his feet, Iron Man once again confronted Grogar as the demon goat turned back to Evil Twilight, who was having her way with the Student six. Seeing that he was giving her a direct order, Evil Twilight casted another spell that sent them back before heading towards the tree of harmony.

"Heh, nice place you got here, princess," Evil Twilight snickered as she neared the room where the tree was being guarded. Neighsay who saw Evil Twilight coming, quickly casted a shield spell that sent Evil Twilight back outside.

By now, Grogar was growing impatient. It didn't matter if he had wounds on his body, he wanted those elements. Then, he got himself an idea as he looked down at Iron Man, badly hurt but still willing to fight.

"Okay Grogar," groaned Iron Man. "I don't know how it's going to take, but you will fail."

"We shall see," he chuckled and Grogar stood Iron Man down, eager to even kill anyone that would stand in his way.

…

Back in Canterlot, Tempest and the Storm King were about to face off against one another…

Chapter 52: "Tempest vs. Storm King"

For the first time, Tempest Shadow was facing off against her former superior, the creature who had used her to get what he wanted instead of promising the restoration of her horn. With her sister occupied by Proxima Midnight, Tempest charged at the Storm King wanting to kill him herself. This was going to be their battlefield, on the streets of the city that she had helped conquer for him.

"Well, well, aren't we a little bit impatient?" the Storm King laughed in a sarcastic tone at the snarling Tempest Shadow.

"Like I said, you should have killed me," growled Tempest.

"And like I said, it would have been a waste of parts!" cried the Storm King, firing a blast of power from his staff. Tempest dodged the blasts and kicked him the chest, sending him through the window of a small business.

Growling even more, Tempest raced after the Storm King while Razzle Fizzle continued to be held at bay by Proxima. Suddenly, she noticed her pull out a small knife with intention to kill.

"What are you doing?" gulped Razzle Fizzle.

"She'll die alone, as will you," said Proxima quietly.

"But she's not alone," said a voice and Proxima turned around to see Scarlet Witch standing behind her, her hands red with power. Just then, Proxima turned around to see Trixie on her other side. Snarling, Proxima attempted to stab Razzle Fizzle, but was pulled back by Scarlet Witch's quick-thinking spells.

With Proxima occupied, Razzle raced to help Tempest out, knowing that very soon, she would be reunited with her parents again. But first, she needed to fight for her homeland. Just then, Razzle watched as her sister was blown through the streets, knocking over several defenders and invaders. Growling wildly and manically, the Storm King kept his eyes locked on Tempest.

"You fight strong," he remarked. "But you could never convince me to give you your horn back."

"I could never convince you, sire," replied Tempest, bitterly using the magic in her broken horn to send several carts at the Storm King, which he managed to destroy before impact. "It was a mistake to even consider myself an alliance with the likes of you!"

Still, the Storm King kept coming, leaping from roof to roof trying to kill Tempest by any means necessary. Using his staff, he attempted to swat at Tempest, trying to strike at her. Finally, he did, striking her throat. Noticing the blood dripping down from her throat, Tempest grew even more dangerous. With rage in her eyes, she fired a powerful blast of magic which the Storm King deflected towards a part of Canterlot castle.

"Nyah Nyah! Missed me!" he laughed. Suddenly, he felt a heavy blast of magic hitting him from behind. Yelping out in pain, he saw Razzle Fizzle with her horn charged.

"Razzle Fizzle!" shouted Tempest, looking at her sister. "Get out of here now!"

"No, Fizzlepop, I'm going to fight to the death!" shouted Razzle Fizzle.

This caused the Storm King to laugh some more in amusement.

"Fizzlepop? Are you kidding me?" he remarked, turning his attention away from Razzle Fizzle to focus on Tempest. "Since when did you ever have such a dorky name?"

"Don't call me dorky," hissed Tempest, firing another blast of uneased magic that sent the Storm King back slightly. Yelling wildly, Tempest charged the Storm King right into Cinnamon Chai's tea and cakes shop with Razzle Fizzle following behind. Pinning the Storm King against the wall, Tempest attempted to crush him to death using all of her strength. "And one other thing, Twilight and her friends are giving me a second chance, unlike you!"

Noticing an undamaged cake on the floor, the Storm King grabbed the cake and pushed it into Tempest's face, freeing himself from being pushed against the wall. Tempest retorted by picking up a chair and tossing it at him. Razzle then helped her sister by throwing a table at the Storm King.

"Since when did you learn it was okay to throw furniture?" asked the Storm King, dodging the table and reaching for his staff. "Well, let me show you two ponies which is okay to throw."

Taking his staff, he attempted to swat at Tempest and Razzle Fizzle with it, but the two sisters ducked out of the way. Soon, they found themselves back on the streets of war torn Canterlot, with bodies of dead fighters littering the streets.

"I can keep doing this all day," said the Storm King, once again preparing to strike at the sisters when all of a sudden, he was sideswiped by Steve Rogers, his shield already splattered with the blood of his deceased opponents. "And who might you be?"

"Name's Steve Rogers, but you can call me Captain America."

And Steve briefly clashed with the Storm King, using his shield as a weapon.

…

Meanwhile, Proxima Midnight continued to face off against Trixie and Scarlet Witch along with their respective forms of magic.

"You know, it's funny," gasped Scarlet Witch. "How you decided to come back from the dead, after you tried to kill Vision."

The pain of losing her beloved was a lot for Wanda to take and using her telekinetic powers, she threw Proxima towards Canterlot's main entrance.

"But you could never take him away from me, neither you or Thanos. He may be gone physically, but his spirit still lives within me."

Proxima struggled to her feet and attempted to reach into her pocket for another dagger, feeling that she had enough of Scarlet's words. Little did Proxima know that Trixie was standing behind Proxima with a trick up her sleeve.

"Unlike yours."

Smiling, Proxima attempted to throw the dagger at Wanda, but suddenly felt a sharp pain in her chest. The knife that had been in her hand was now impaled through her chest. Gasping, she turned around to see Trixie with a small smirky grin on her face. Turning back to face Wanda, Proxima coughed up some more blood before falling to the ground dead.

"Please don't make me do that again," advised Trixie, dropping her smirky smile before returning to fight alongside Wanda at the Northwest wall.

…

Meanwhile, the sounds of thundering hoofbeats were heard along with the loud roar of Tirek as he and Cozy Glow charged towards the front gates.

"Don't let him in!" shouted Shining Armor rallying from the fall of the Northeast Wall and firing a blast of magic to keep Tirek back. Suddenly, a black figure jumped down and pinned him to the ground. The white unicorn stallion looked up and saw Chrysalis on top of him.

"Peekaboo," giggled Chrysalis, only for Shining Armor to hit her in the chest. "Good to see you again, Shining Armor!"

Snarling, Shining Armor charged at Chrysalis, but the crafty Queen of the Changelings was too quick for him.

"You'll have to be much quicker than that," she remarked and allowed for Tirek to storm into Canterlot, trampling over weakened and injured fighters. Suddenly, he and Cozy Glow were both hit by several missiles.

"Hey!" cried the Pegasus filly. "Who did that?"

"We did!" cried Rainbow Dash, arriving on the scene with Sky Stinger and Vapor Trail firing a barrage of missiles from her jetpack that Tirek managed to duck out of the way and striking dead a group of fighting soldiers. Seeing Rainbow Dash arrive, Chrysalis attempted to fire a blast of magic at her and the Pegasus flyers, but was quickly stopped by Shining Armor.

…

Elsewhere, Cadence was fighting alongside her aunts when she saw what was happening.

"They've broken through!" she cried, looking back towards Canterlot. "We've got to fall back!"

Heeding the call, Celestia and Luna raced back towards their city. Seeing them return to the city, Black Panther shouted to one of his commanding officers to reinforce Canterlot.

Little did they know that by returning to Canterlot, the Royal Sisters and their beloved adopted niece were about to be easy prey for the main enemy, Emperor Grogar himself…

Chapter 53: "Spare His Life..."

The battle to defend the Elements of Harmony from Emperor Grogar and the Mean 6 was beginning to take its toll on its defenders. Now, only Iron Man and the Hulk stood in his way with the other either also hurt or preoccupied with the remaining members of the Mean 6.

Letting out a loud roar, the Hulk charged at Grogar and threw a few punches at the demonic goat. However, Grogar merely grabbed the giant green monster with his horns and butted him several times. Struggling to get to his feet, Tony realized that unless if he did something, Bruce was going to be killed.

"Tony," gasped Twilight, her body covered with cuts and bruises. "We need to surrender."

"No," Tony gasped back to Twilight. "We do what we have to do, even if we end up dying."

Tony watched as the Hulk was beaten down while smiling evilly. With the Hulk disposed of, Grogar once again directed his attention towards the Castle of Friendship. However, Tony wasn't giving up. Activating his damaged armor once more, Tony charged towards Grogar and fired several blasts at him. In response, Grogar used the Chaos Gauntlet to protect himself from the blasts.

"You just don't know when to quit, is that it?" Grogar remarked, his patience running thin. But Tony wasn't listening. Grogar used the gauntlet to punch Tony several times, cracking his already damaged armor.

Still, Tony refused to lose as Grogar punched his armor's faceplate, revealing the wounded Tony underneath it. Quickly covering his face, Tony used his iron shield in an effort to protect himself from Grogar's blows. Twilight tried to get up and help, but her strength was almost gone. With Twilight injured, her evil counterpart headed towards the remaining defenders.

"Time to end this little farce!" she shouted and letting out a loud yell, Evil Twilight fired a powerful blast of dark alicorn magic at the remaining defenders, knocking out Quill, Drax, Gamora and Mantis. Spider Man noticed this and tried to help, but Evil Twilight was quick to act, firing a blast of her dark alicorn magic at Spider Man, finally taking him down for the count.

Seeing that the rest of the defenders were subdued, Grogar turned his attention back towards Iron Man. But no one was prepared for what Grogar said next.

"Stark," he whispered, causing Tony's eyes to widen in surprise.

"You know me?" he gasped.

"I do," Grogar remarked. "Thanos always said that you weren't the only one cursed with knowledge."

Having none of this, Tony activated a light spear and snarling like a wild animal, attempted to stab Grogar with it. However, Grogar used his magic to take the blade of the spear and stab Tony in the stomach. Gasping for air, Tony looked up at Grogar and prepared to accept whatever fate was in store for him.

"When I'm done," Grogar whispered to Tony, pulling his head up. "Half of Equestria will be under my control in Tambeleon."

"You…could…" Tony struggled to say through his pain.

"I hope they remember you."

But before Grogar could deliver the final blow on Tony, a weakened voice called out to him.

"STOP!"

Grogar turned to see Twilight struggle to her feet and walk over towards him. This gave Grogar a sense of amusement.

"Spare his life," she gasped. "And I will give you the Elements of Harmony…"

"And?" Grogar whispered, an evil grin coming back onto his face.

"Along…"

"Go on, Princess."

"…all of my alicorn magic."

"Twilight, no!" cried Tony painfully. "You don't know what you are doing."

But Twilight wasn't listening. To her, this was a matter of life and death that couldn't be ignored. Using what was left of her magic, Twilight casted a spell on the tree, removing the Elements much to the shock of Spike and Chancellor Neighsay.

"What's happening?" gasped Spike as he and Neighsay gave each other worried looks. "The elements! They're disappearing!"

With a look of defeat on her face, Twilight produced the elements in front of Grogar as Tony tried to protest Twilight's actions. Turning his attention towards Twilight, Grogar rang his bell and activating his horns, began to absorb all of Twilight's alicorn magic. Screaming loudly in pain, Twilight felt the power being drained out of her while her fallen comrades couldn't help but watch.

Finally, Twilight's cutie mark disappeared from her flank and she finally collapsed with her eyes shut. Tony and the rest of the defenders couldn't believe what had just transpired before them.

With the elements obtained, Grogar placed them in his chaos gauntlet, each one making a clinking sound.

"At last," he laughed, looking down at the Elements of Harmony now in his possession. "They are mine! The Elements of Harmony are mine at last!"

As Grogar laughed in his victory, Spike and Neighsay raced out of the castle and looked up in horror at what just happened.

"It can't be," gasped Neighsay. "It just can't be!"

"Twilight," whimpered Spike, tears forming in the corners of his eyes.

Just then, Grogar felt another series of blasts strike him and turned around to see Quill flying rapidly towards him. Having obtained the first part of his victory, Grogar casted a spell and disappeared into a vortex before Quill could catch him.

"WHERE IS HE?!" he screamed, pointing his laser wildly before realizing what had just transpired. His look of determination suddenly turned to a look of shock and disbelief.

"Did…did we just lose?"

Tony looked weakly over towards Twilight as he tried to heal himself of his stab wounds.

"Why would you do that?" he wondered in disbelief. "Seriously, Twilight, why would you do that?"

But Twilight was too weak to answer. Her magic was gone, in the possession of Grogar.

"Tony," said Dr. Strange, weakly looking over to him. "We're in the endgame now, Grogar's endgame."

…

Back in Canterlot, the defenders had been pushed back into the city and both Tempest Shadow and the Storm King continued their fierce duel against each other. Now, the Storm King had another opponent to face, Steve Rogers himself.

"Look dude," remarked the Storm King, clutching his staff tightly. "I don't know who you are or what you are, but this is between me and her, okay? Vamoose!"

"No, not until you are dead," Steve replied and charged towards the Storm King, striking him with his shield repeatedly. Tempest watched as the Storm King continued to be struck repeatedly over and over again. Finally, the Storm King grabbed his staff and slashed at Steve, striking him across the face and knocking him to the ground.

"You okay?" asked Tempest helping him up.

"This guy's nuts," answered Steve as the Storm King attempted to stab him. Suddenly, he felt the staff being pulled out of his hands. Turning around, he saw Groot with the staff in his vines.

"Hey! Give me that before I cut you down!" cried the Storm King, turning all of his attention towards the humanoid tree.

"I am Groot," Groot said, looking over at Steve.

"I'm Steve Rogers," Steve replied.

Suddenly, a loud rumbling shook the streets of Canterlot and much to the surprise of all, the invading army suddenly began to pull back from fighting. Realizing what this meant, the Storm King grabbed his staff from the distracted Groot, throwing him aside.

"What is that rumbling?" cried Cozy Glow as she and Tirek stopped fighting against Starswirl, Rockhoof and Flash Magnus. The Pegasus filly was somewhat nervous, but Tirek felt happy at what was happening.

"He has done it, Cozy Glow," he remarked.

"Did what?"

"Emperor Grogar has obtained the Elements of Harmony," added Tirek. "We must fall back now for the final act!"

"Impossible," gasped Starswirl as he and the other pillars watched them leave. "The elements are in Grogar's hooves. But how?"

"I don't know," added Flash Magnus, looking up at the darkening sky. "But something tells me we are about to get an unwelcome visitor."

…

Chapter 54: "We're In the Endgame Now"

The rumblings grew louder as all of Canterlot nervously began to wonder what was happening around them. With the invaders drawing back, those who were still willing to fight realized that he was coming to finish the job.

"Everyone on my position," Steve said into his radio. "We have incoming."

"What the hell?" whispered Natasha.

Suddenly, the vortex appeared and much to the shock and the horror of all, Emperor Grogar came through the vortex and right through the gates of Canterlot. Knowing that he was there for them, Celestia realized that there was only one option.

"We have to surrender our magic," she said to Luna and Cadence as they retreated into Canterlot Castle by teleporting. "It's too late now."

"Sister, we can't," cried Luna.

"We don't have a choice. Grogar is here and he has the elements."

"What?!" gasped Cadence her voice filled with horror. "But Twilight…"

"…has fallen and there is no other way to get ourselves out of this."

"Can't we do something?" Luna asked again, but Celestia silently shook her head sideways, meaning that there was no other option. The Princess of the Night realized that there was no other option nor any other choice. They had to surrender.

Still, the remaining defenders were going to do whatever it took to protect the three remaining alicorns.

"Eyes up, stay sharp," Steve ordered as he once again activated his shield with Tempest following suit. Grogar readied the Chaos Gauntlet to easily take out anyone who stood in his way.

Starlight Glimmer in the Hulkbuster armor was the first to try defending the princesses, but Grogar used the Element of Generosity to encase her inside a wall. Steve was the next to try, running towards Grogar only to be blown back by the element of kindness. Black Panther leapt up into the air, only for Grogar to catch him using the element of laughter. Clutching his throat, Grogar threw a punch to Black Panther's face, knocking him out cold. Falcon, Rainbow Dash, Sky Stinger and Vapor Trail all fired barrages of missiles at Grogar, but they were knocked out of the sky and all landed hard on the ground below.

From inside the castle, the three alicorns each realized that their options were severely limited.

"There is a way we can protect our magic," Celestia said firmly.

"How?"

"We give it up and send it to Twilight."

"But, she might be dead or worse!"

"There is no other choice, Luna!" Celestia retorted firmly with tears forming in her eyes. "We have to try! No matter what happens, I love you both with all my heart!"

Accepting their fate, they all formed a triangle around each other and attempted to rid themselves of their magic.

Meanwhile, the vain effort to defend the princesses continued. War Machine was the next to try and Grogar used the element of loyalty to tighten his grasp on War Machine's armor, throwing him into a building. Rocket Raccoon and Bucky ran towards Grogar with firing guns, but were both knocked back by the element of generosity. Spider Woman and Black Widow were the next to try, only to be encased the Element of Laughter's powers. Groot used his vines to try and encase Grogar in them, but he too, was unsuccessful in his actions.

Now, Tempest ran towards Grogar and quickly casted a shield spell to stop him. The broken horned unicorn let out a loud yell as she felt the pressures of Grogar's acquired powers get to her. Unfortunately, like all the others, Tempest fell to the ground. Now, only Trixie and Scarlet Witch stood in his way.

"What do we do?" Trixie cried to Wanda. "We're the only ones in his way!"

As she spoke, Starswirl, Rockhoof and Flash Magnus also tried to take on Grogar only to be flown back using the element of magic. Somanmbula, Mistmane and Mage Meadowbrook were the next to feel Grogar's wrath.

"We hold him back as much as we can," Wanda said firmly as she looked back to see the alicorn princesses removing their magic. Activating their powers, Wanda and Trixie fired blasts of magic to try and hold off Grogar from reaching the princesses. Sensing what was happening, Celestia urged Luna and Cadence to further hasten the process. A few moments later, a blast of white magic filled the castle and spread out across Canterlot.

For the next few minutes, a tense silence filled the city as Trixie and Wanda looked up at Grogar with worried eyes. Then, they turned around and opened the door, seeing Celestia, Luna and Cadence collapsed on the floor, with their magic out of them.

"Are they…?" Trixie cried, tears forming at the corners of her eyes.

"I understand, my children," Grogar remarked, knowing that he had one final card he needed to play. Both Trixie and Wanda each gave Grogar a disappointing glance.

"You could never," hissed Wanda.

"I know what it is like to lose," Grogar whispered, stroking Trixie's mane with his hoof. "But now is no time to mourn. Now, is no time at all."

Smiling, Grogar activated the element of magic and remembering the very same situation that ended the life of her beloved, Wanda realized what was about to happen as the three alicorns each regained their magic.

"NO!" screamed Wanda and Trixie only to be sent flying back by Grogar as he swung his bell around and began to painfully drain the magic out of the three alicorns. Screaming loudly in pain, Celestia, Luna and Cadence each felt their magic being drained out of them at a fast pace.

Soon, they were fully drained and tossed to the floor like ragdolls.

Feeling the energy circulating through him, Grogar roared loudly in triumph of his conquest. Suddenly, he felt a powerful blast strike him in the back and he looked up to see Thor flying towards him with his hammer fully charged. Shining Armor also followed suit and seeing his wife lying down on the ground, he raced over to her while Thor threw himself onto Grogar. Pushing him back against the wall, Thor looked at Grogar with an intent to kill.

"I told you a long time ago," Thor whispered. "That you would die for that."

And Thor dug his hammer into Grogar's chest, causing him to scream loudly. Finally, he could only produce labored breaths knowing that if he needed to carry out his plan, he needed to do it now.

"You…" he gasped, weakly looking at Thor. "…you should have gone for the head."

And before Thor could respond, he stamped his hoof down hard and for a brief moment, a white light of death filled Canterlot while the rest of Grogar's allies watched from a hilltop with the remanants of their forces.

"He did it," Tirek whispered. "Grogar has done it."

"Now what do we do?" asked Chrysalis.

"We sit back and watch," answered Sombra, smiling with malicious intent. "While our leader populates his kingdom."

Once the flash was gone, Thor looked down and saw that the Chaos Gauntlet was badly damaged. The elements of harmony, once the mightiest weapon in Equestria, was reduced to being cracked and unusable.

"What did you do?" Thor demanded. "What did you do?!"

Rather than answering his question, Grogar produced the portal that brought him to Canterlot and disappeared through it, leaving Thor's badly damaged hammer on the ground.

It was over, the Battle of Canterlot was over and Grogar and his evil forces had won. Very soon, the fruits of their victory would be labored…

Chapter 55: "Populating Tambeleon"

A hushed silence fell upon Canterlot as the invaders slowly retreated much to the confusion of the defenders. They all realized that victory had not been obtained, but rather they had been defeated.

"Where'd he go?" asked Steve, walking around trying to find Grogar. "Where'd he go?"

"Steve?" called a voice and Steve turned around to see his friend, Bucky Barnes, slowly starting to disintegrate before his eyes. Before Steve could react, the resurrected World War II veteran with a metal arm collapsed with his body disappearing leaving only his weapon behind.

"No," whispered Steve, realizing what was happening. "Not again. It's Thanos all over again."

Within moments of Bucky's disappearance various legions of royal guardsponies, many of whom had been fighting to the death also started to disappear, their weapons clattering to the ground.

"Up, Spider Woman, up," whispered T'Challa, creeping over to Julia's side. "This is no place to surrender

Watching in horror, Julia saw the King of Wakanda and the warrior known as Black Panther disappear before her eyes and slowly began to feel the worst…that her daughter was also being affected.

"Oh, God," Julia whispered.

At that moment, Rocket raced over towards Groot, who was also beginning to slowly disappear.

"I am Groot," the humanoid tree whispered weakly.

"No, no, no, Groot," Rocket cried as he watched his fellow Guardian disappear. "No, not again."

But the pleas of mercy were being ignored as Shining Armor held his stricken wife tightly while Scarlet Witch, lying on the floor of Canterlot Castle, slowly disintegrated. Back outside, Sam Wilson, Vapor Trail and Sky Stinger struggled to get to their feet only for Vapor to watch in shock as her best friend and the human known as Falcon crumbled into dust.

"Sky, Sky!" Vapor screamed, crawling back against a wall and recoiling in terror. Her screams were being heard by Jim Rhodes, who dashed over to Vapor's side. The timid Pegasus pony merely buried herself in Jim's War Machine armor and sobbed. Even Jim couldn't believe what he was seeing. His comrade in arms was gone again.

Racing onto the scene, Starswirl and the rest of the pillars gathered and were horrified to what they were seeing.

"Everypony's…disappearing…" gasped Starswirl, only to turn and see Rockhoof also starting to turn into dust. "Rockhoof!"

Then, he noticed Flash Magnus also turning into dust followed by Mage Meadowbrook. The greatest sorcerer in Equestria felt his knees tremble as he raced towards Canterlot Castle and busted the doors wide open.

"Princesses!" he cried, bending down at their level. "What…are you all right?"

"Starswirl," whispered Celestia, looking up weakly at her mentor. "We're…sorry."

Starswirl's eyes welled with tears as he saw Celestia and Luna starting to also turn into dust. The two royal sisters kept their eyes on him as they disappeared and at that moment, Cadence was also disintergrating much to Shining Armor's horror.

"I…love you," whispered Cadence.

"Cadence, no! NO!" screamed Shining Armor, losing control of his emotions and sobbing over his wife's sudden departure. "NO!"

The cries of the Prince of the Crystal Empire only added to the agony of Grogar's actions and at that moment, Tempest also recoiled in horror as Razzle Fizzle also began to disappear.

"Razzle, no! Come back!" cried Tempest Shadow as she watched her flesh and blood disappear.

…

Back at the Castle of Friendship, the Student Six were helping the injured back towards the Castle when Mantis suddenly looked up at the sky.

"Something's happening," she said and disappeared. Drax was the next to disappear, his face in a blank stare and his eyes locked onto Quill and Gamora. Realizing that either one of them could be next, Quill and Gamora hugged one another before Quill was the next to disappear.

"Tony," said Dr. Strange, weakly as Tony glanced over at him. "There was no other way."

With those words, Dr. Strange joined the ranks of the disappeared.

"Mr. Stark?" called Peter and Tony turned towards his protégé down on his knees and shivering. "I…don't feel so good. It's happening again, Mr. Stark! Please, I don't want to go! I don't want to go!"

Tony limped over towards his protégé, not wanting to see him disappear again. But, it was too late, Peter leaned forwards and then on his side, his eyes locked onto Tony's. With tears still streaming down his face, the youngest member of the Avengers was gone. Tony felt sick to his stomach. His protégé had disappeared before his eyes again.

…

Seeing this, Tony turned over to the weakened Twilight who was being helped back to her castle by the Student Six.

"Hang on, Headmare," grunted Sandbar. "We'll get you help."

"Come on," cried Gallus, trying to keep Twilight off of the ground. "We're almost there!"

But before they could reach the castle, Ocellus suddenly felt a lack of feeling in the back of Twilight's legs.

"No! No!" screamed the young Changeling, followed by Silverstream and then Smolder. Watching in horror, the Student Six saw Twilight Sparkle, the Princess of Friendship and their mentor for that matter, join the ranks of the disappeared.

"What's happening?" cried Silverstream. "WHAT'S HAPPENING?!"

All Tony could do was stare at the hysterical hippogriff in disbelief and heartache. He then turned around to see Spike and Neighsay also watching the whole episode play out before them.

"He did it," sighed Gamora, also heartbroken over the loss of her lover. "Emperor Grogar did it. He carried out his threat."

…

Back in Tambeleon, Emperor Grogar returned to his throne room and immediately looked out a window, seeing his donkey minions chain and imprison the creatures transported to his kingdom. The demonic goat could only gloat with satisfaction over what he had done.

"Look down, Scarface," he said to his pet grizzly. "Do you see? What I have been waiting for over a thousand years for has finally come to pass. This is certainly a glorious day for Tambeleon."

Just then, the doors to the throne room opened and Ebony Maw slowly walked inside.

"My emperor," he said with Grogar's back towards him. "The Four Alicorns are among the captured. Shall I bring them in?"

"Yes," Grogar replied. "Bring them all in so that my trophies can be prominently displayed in my throne room."

Making a gesture, Ebony Maw motioned for several donkeys to bring the four alicorns inside. The four powerless alicorns had been turned to obsidian statues with Celestia, Luna and Cadence in the same positions they were in when they were turned to stone by Tempest Shadow when the Storm King invaded Canterlot.

"Welcome ladies," Grogar remarked mockingly towards the statues. "I warned you what would happen if you didn't surrender to me right away. Well, here you are in your new home with me as your superior! As of now, your subjects shall no longer look up to you as their savior, no. For today, Equestria has a new savior in me and a new capital in Tambeleon! So, get used to being second best or else!"

"Sire, what about the other prisoners?"

"Leave them in the dungeons for now, Ebony Maw," remarked Grogar. "I shall deal with them later. In the meantime, I must reward my comrades for all their hard work in helping me get what I want. Bring them to me at once!"

With Grogar's victory, the darkness of Tambeleon began to spread beyond its borders. Soon, all of Equestria would be engulfed in it.

…

However, at that moment in the human world, a former protégé of Princess Celestia named sensed a strong disturbance as she suddenly awoke from a sound sleep.

"Something's happened in Equestria," she cried, her eyes wide awake and her face dripping with sweat. "I haven't felt this much anxiety since…I don't know when."

Little did the former protégé know of the storm she and her human friends were about to get caught up in…

Chapter 56: "Regrouping at Twilight's Castle"

With Grogar and his allies victorious, the remaining defenders of Equestria were left to pick up the pieces of a war that was lost. Half of the Equestrian population was captured and imprisoned in Tambeleon along with half of the Avengers and the Guardians of the Galaxy. In the streets of Canterlot, Tempest Shadow could only sit in shock and disbelief over Razzle Fizzle being turned to dust.

"So this is what you wanted, isn't it?" Tempest thought to herself, sitting in the same spot where her sister disappeared. "To join mom and dad? Were you really that determined, Razzle Fizzle? I thought we were making amends after all I had done to our family. Were there any other secrets you had been hiding from me?"

Meanwhile, Trixie raced over to the hulkbuster armor and helped Starlight Glimmer out of the armor. The light pink unicorn mare had her body covered with scrapes and bruises.

"You okay?" Trixie gasped as she helped Starlight out.

"I'm fine, thanks," replied Starlight. "Grateful to be alive if that is what you are thinking."

The two unicorns looked out as the shock and the horror of what just transpired was beginning to settle in.

"Starlight, ponies were turned to dust and…"

"I know. It's game over, Trixie. Grogar's won and we lost."

The once proud and boastful Trixie felt her heart break upon hearing this. The carnage caused by Grogar and his allies painted a grim picture of the horror that was now befalling Canterlot.

"Ca…can't we do something, Starlight?"

"We have no choice, Trixie. Have the princesses surrendered?"

"No, they're gone, turned to dust."

Just then, they heard the sounds of footfalls coming towards them and they saw Julia Carpenter walking around, trying to help the injured and the wounded. Seeing that she was trying to help a survivor out of a collapsed, they raced over and using their magic, freed the trapped guardspony out.

"Thanks," gasped the survivor as several medical ponies took him away to be treated.

"Take him to the hospital," ordered Julia as she turned around to face Trixie and Starlight. "Thanks for helping out."

"No problem, Miss Carpenter," remarked Starlight. "We'll help in any way we can. Anypony or anyone else alive?"

"I don't know," sighed Julia, pulling off her Spider-Woman mask. "I haven't heard from Tony or my daughter and its driving me crazy."

"Where is Mr. Stark?"

"He was defending the Elements along with Peter Parker and a few others."

The fear in Julia's voice was impossible to ignore and the two mares felt that they needed to help Julia out in any way possible. Sensing that she needed to be at the Castle of Friendship, Starlight attempted to teleport when a portal formed and out came Chancellor Neighsay with a forlorn look on his face.

"Chancellor Neighsay," cried Starlight, racing over to her. "What happened? Where is Twilight and the others?"

"The Castle has fallen," replied Neighsay, turning his head away in shame. "Princess Twilight and several of the defenders have disappeared."

"What about Tony Stark?" demanded Julia. "Is he alive?"

"The one you call Tony Stark is one of the survivors," answered Neighsay. "Only he, Dr. Bruce Banner and the creature known as Gamora were among the defenders that survived."

"What about the students?"

"They are also among the survivors."

Grateful to know that her husband was alive, Julia collapsed to her knees and buried her face in her hands, sobbing quietly.

"What do we do now?" wondered Trixie, looking over to Starlight.

"For now I guess, regroup," sighed Starlight.

Heeding those words, they all returned to picking up the pieces.

…

Elsewhere, Steve Rogers and Thor were also helping out in finding survivors. Unfortunately, they also found dead bodies of soldiers that were covered with blue tarps in Donut Joe's shop.

"I can't believe this," sighed Rocket Raccoon, sadly looking down at one of the covered bodies. "It's happening again, everyone that I know and love are turned to dust. Let's face it, we've lost this one."

"I wish there was a way we could change the course of the battle, rabbit," remarked Thor, sitting next to Rocket. "Alas, that wasn't the case."

"But…but you're Thor, I thought mere mortals fear the likes of you. Why didn't things turn out the way they did?"

"Because that was how the tide was turned."

"We can't just give up," cried Steve, turning around to face them. "I, for one, know that we can still defeat Grogar and rescue everyone that has been captured. But, I'm just not sure how. There needs to be a way we can go into Tambeleon and attack them the same way they attacked us."

"An eye for an eye?" wondered Rocket. "Yeah, like that is going to solve everything, Captain America. Look around you, half of Equestria and for that matter, half of our team is gone and we are severely outmatched by this cuckoo goat and his band of jackasses."

"Didn't you learn anything after we defeated Thanos? We regrouped and we hit him hard as hard as he hit us. That's what we need to do right now."

At that moment, another dead body was brought into the makeshift morgue courtesy of Jim Rhodes and several other guardsponies. Just then, Starlight, Trixie and the others came walking by and saw them all gathered.

"Jim, I just found out Tony's alive," cried Julia, looking at her best friend intently.

"That's good to hear, Chuckles," sighed Jim, feeling like a weight had been lifted off of his shoulders. "I've been trying to reach him for 10 minutes and I thought he was dead."

"So what happens now?" asked Rocket.

"We have to return to Twilight's castle and prepare for a counterattack," answered Starlight, firmly assuming command of the situation. "As long as our friends are alive, I am not giving up."

"When do we leave?" asked Thor and Chancellor Neighsay produced a portal for them all to enter through.

"We leave immediately," he said just as Natasha Romanoff also appeared. Stepping through the portal, they all made their way towards Twilight's castle and no sooner did they leave at that very moment, Tempest Shadow stepped into the morgue, having arrived too late to join them.

…

Meanwhile, the remaining defenders from Canterlot returned to the Castle of Friendship to find it and the School of Friendship badly damaged from Grogar's attack. Racing to the door, Starlight pounded on it and the door opened to reveal Spike on the other side.

"Spike, where's Twilight?" asked Starlight.

"She…she's disappeared," answered the young dragon. "Turned to dust along with the others."

"We are all that's left," said Tony stepping into the front hall as Julia raced over and hugged her husband tightly, grateful to see him alive. "Myself, Bruce, Gamora and these young creatures. Ow, Julia!"

Julia stepped back and noticed the large bandage Tony was wearing around his stomach.

"Tony, what happened?" she asked.

"I was stabbed in the stomach by Grogar," he answered. "But, I'm alive and that's all that matters. Wish the same could be said for the others."

The pain of losing his protégé and the rest of the defenders was too much for Tony to take and he lowered his head in shame over what just transpired.

"Well, we need to act fast if there is any hope our friends can be rescued," said Starlight firmly. "The rest of Twilight's friends aside from Rainbow Dash were among those evacuated. We need to get in touch with them."

Just then, a streaking rainbow flash across the sky and Rainbow Dash flew down at rapid speed, her Wonderbolt unform torn and her jetpack destroyed.

"Hey, did you forget about me?" gasped Rainbow Dash, gasping for breath at a frantic pace.

"Sorry Rainbow Dash," replied Starlight, placing a hoof on her. "There was no time to wait for anypony else. Where is Spitfire and the other Wonderbolts?"

"Turned to dust, along with Sky Stinger."

A few moments later, Vapor Trail landed in front of the Castle with tear stained eyes on her face.

"Guess we'd better get started on a counterattack," remarked Rocket and the door to the castle closed, signaling the beginning of preparations for a counterattack on Tambeleon.

…

Meanwhile, back in the human world, Sunset Shimmer stepped through the portal to Equestria and found herself back in Twilight's library…

Chapter 57: "Sunset Comes Home Again"

Sunset Shimmer was back in Equestria as the sun set on the war torn land, but right away she sensed a tension in the air. The library she stepped into was quiet, far too quiet. She could sense something was terribly wrong and it wasn't until she saw Starlight Glimmer walking by with a sorrowful look on her face that confirmed everything.

"Starlight?" Sunset called out, catching her attention. "What's going on here? I sensed something was wrong and…"

Starlight lowered her head in shame confirming the worst for Sunset.

"Equestria has fallen to Emperor Grogar," Starlight sighed. "Twilight is gone."

Right away, Sunset became concerned.

"Has she been taken prisoner?" she asked worriedly.

"Turned to dust."

A look of shock and disbelief fell on Sunset's face. In her mind, Twilight Sparkle, the pony who showed her the error of her ways, was dead. Immediately, Starlight sensed this and corrected her.

"But she is alive. We're going to find a way to get her and all those trapped out."

"All those trapped?"

Sunset followed Starlight towards Twilight's throne room where all of the remaining Avengers and Guardians of the Galaxy were gathered. A hushed silence fell on the throne room upon seeing Sunset arrive.

"Uh, who is that?" asked Rocket, who was sitting in Spike's throne.

"Sunset Shimmer," gasped Rainbow Dash, rising from her seat. "So we finally meet at last. Too bad its under these circumstances."

Sunset ignored Rainbow Dash and instead focused on what was at hand, turning her attention towards Tony Stark, who was sitting in Twilight's throne.

"Tony Stark?" asked Sunset, walking towards the leader of the Avengers as all in the throne room kept their eyes on her. "I'm Sunset Shimmer, a former resident of Equestria and student of Princess Celestia. I remember you coming to Canterlot High and…"

"Yes, I remember you, Sunset," he interrupted. "You were with that group of girls that had done great things for your school. Sort of like us, only different. Where are the rest of your friends?"

"They are back in my world for their own safety. I didn't even tell them where I was going."

"So you say," Tony remarked. "Well, we have a crisis on our hands, a major one. I'm pretty sure you have been told that Equestria has fallen and…"

"…half of the population has been imprisoned in Tambeleon," interrupted Sunset, much to Tony's shock.

"Tony, is she some kind of psychic?" asked Jim Rhodes, standing at the far end of the throne room.

"You could say that, Colonel Rhodes," answered Sunset, looking over towards him. "For I have powers that allow me to sense what is going on in Equestria as well as the world I live in now."

"Now I know she is a psychic," mutter Jim.

With those words said, Tony regained the attention of all in the room.

"Now look," he said firmly. "All I know is that we are dealing with planning a counterattack on Tambeleon. With half of Equestria and half of our allies imprisoned, we all have our work cut out for us."

"Mr. Stark," interjected Starswirl the Bearded, rising from Rarity's throne. "I can sense what you are planning to do. You want to just barge into Grogar's empire and rescue our comrades so easily. Well, I will be the one to tell you that it isn't as simple as you think it should be."

Right away, Tony began to get vibes of the conflict he had with Dr. Strange during their fight against Thanos and right then and there, he wasn't going to tolerate anything from Starswirl.

"Look Dumbledore," Tony asked. "Who is in charge here?"

"I beg your pardon?" Starswirl remarked. "I just happen to be the most powerful sorcerer in Equestria who knows all too well what Grogar is capable of."

"We should listen to Starswirl," advised Rainbow Dash. "He helped us before in defeating the Pony of Shadows and there is no reason to question him now."

Tony still had the vibes but was willing to give Starswirl a chance.

"I agree with Rainbow Dash," added Steve.

"Very well," Tony sighed. "Right now, we need to devise a plan to attack Tambeleon. However, we can't just barge in and take Grogar by surprise."

"Finally we agree on something," remarked Starswirl. "If anything, we need to use powerful magic to subdue him. As a pillar of Equestria, I propose we send Grogar to Limbo with the Pony of Shadows."

"We need the Elements of Harmony to do that," advised Starlight. "And they are not only in Grogar's possession, but they also have been damaged beyond repair to power the Chaos Gauntlet. So, unless if there is another way…"

"I propose we capture Grogar and try him for his crimes. That's what we would do on Asgard," suggested Thor.

"But this isn't Asgard, Thor," Tony remarked. "As far as I am concerned, Grogar isn't the one who will go anywhere quietly. He will fight to the death and won't be afraid to cause any collateral damage. We have all seen the power this goat has firsthand."

"And," added Starlight. "As long as he wields the princesses' alicorn magic, Grogar will remain extremely dangerous to deal with."

Sunset's eyes widened in shock upon hearing this. Up until that moment, she refused to believe that alicorn magic could be wielded by others, let alone taken away from them.

"Yes," Starlight said to Sunset. "The princesses' magic has been taken from them to power the chaos gauntlet."

"I can't believe this," gasped Sunset. "How could they…?"

"Desperate villains sometimes call for desperate measures, I guess."

"Well we aren't going to accomplish anything if we are just sitting around here doing nothing," cried Sunset. "Has the rest of Twilight's friends been contacted?"

…

No sooner did they say those words that at that very moment, a light brown colored pony was awakened by a hippogriff nudging her as she slept with the rest of her family in a large open room. Muttering she opened her eyes and looked up towards the hippogriff.

"Wha…what is it?"

"Are you Applejack?" the hippogriff whispered.

"Who…who wants ter know?"

But the hippogriff answered nothing and instead motioned for Applejack to follow him away from the sleeping evacuees. Walking through the streets of Hippogriffia, Applejack was led to another building where Rarity, another of her friends who was among the evacuees, was at along with Queen Novo and General Seaspray.

"What in tarnation is going on here?" Applejack asked, now fully awake thanks to the walk in the streets.

"Haven't you heard, Applejack?" Rarity remarked. "Equestria has fallen."

"Well, we should do something," cried Applejack, right away getting a sense of what needed to be done.

"We are doing something, honey," interjected Queen Novo. "We are going to attack Tambeleon. Us and the rest of your homeland's allies."

Applejack took an enormous gulp as she and Rarity were about to be absorbed into the ever growing counterattack…

Chapter 58: "Surrender of the Crystal Empire"

With their beloved princess among the captives in Tambeleon, the ponies of the Crystal Empire were left with no other choice. They were going to surrender everything they had: their freedom, their way of life, all to King Sombra. The black hearted unicorn smiled evilly as he approached the Empire's top generals and officials, who held a large white flag in their magic auras.

"King Sombra," the lead official said. "Is our princess among the captives?"

"Yes," replied Sombra in his dark voice. "Your princess is now a prisoner and a trophy of his highness, Emperor Grogar. And you have all wisely agreed to surrender yourselves in exchange for her life."

"We wish that no harm befalls upon her, King Sombra," added the lead official.

"And there won't be any harm as long as you declare Emperor Grogar as your new lord and master."

With no other choice, the Crystal Empire's citizens watched as Sombra motioned for a large group of donkey soldiers to step forward, carrying chains and cages behind them. One by one, each and every citizen of the Crystal Empire was stripped of their freedom and forced into imprisonment or slavery. Each sound of chains clicking, and cages slamming was like music to Sombra's ears. He then proceeded to the Crystal Heart and firing a blast of magic from his horn, destroyed the heart, shattering it to pieces.

"King Sombra," cried a donkey general as he walked over to him. "We have found no trace of Prince Shining Armor nor Princess Flurry Heart."

"Has Shining Armor returned from Canterlot?" he asked.

"No, your highness," answered the donkey general. "In any case, he is perhaps in hiding."

Sombra reached into his flowing robe and pulled out a small dagger.

"Then we will make him come out of hiding by any means necessary," he remarked. "General, I want you to organize a search party. I want the Prince of the Crystal Empire brought to me in chains along with anypony who tries to protect him. Is that clear?"

"Yes, your highness."

With the Crystal Heart destroyed and Shining Armor's death order given, Sombra moved his way into the Crystal Empire's main castle and soon found himself in the throne room. Making his way towards the throne which up until that point had belonged to Cadence, he sat down and activated his dark magic that transformed the throne room back into the black crystal that adorned the empire during his reign long ago.

"It certainly feels good to be back here, I will say," laughed Sombra.

…

Back in Tambeleon, Grogar watched as the citizens of the Crystal Empire were forced to put up reminders of Sombra's return to their kingdom. He then proceeded to look down at the prisoners he had recovered, being treated even more shabby than when the Storm King occupied Canterlot.

"Ah, I love the sight of ponies being stripped of their mercy," he chuckled to himself before turning towards the statues of the four petrified alicorn princesses now placed on either side of his throne. "And there is nothing you four can do to stop me."

Just then, the doors to the throne room knocked and in stepped the Storm King. Grogar muttered to himself at having to face him again.

"What do you want, Storm King?' groaned Grogar, rolling his eyes. "If you have seeking more of what you want…"

"Well, that too, but I have come with something else to ask of you," he replied. "You see, there is this fact that you classify me as an…"

"An amateur?" remarked Grogar. "Yes, despite the fact that you were among the pieces of this victory, that doesn't excuse you from being an amateur."

"Oh, come on!" cried the Storm King. "Can't you at least drop the title of amateur from me? Pretty please with a cherry top?"

"No."

"But…"

"I said no, Storm King! You will get what you seek in due time, but for now, I need to move on to the restoration of Tambeleon to its former glory. Leave me at once!"

Disgusted, the Storm King stormed off from the throne room. But, the Storm King's presence didn't discourage Grogar. For he had another matter of business to attend to concerning another one of the heroes he had caged up.

…

Down in the dungeons, the captured Avengers and Guardians of the Galaxy were left to wonder what was going to become of them.

"Well, this is great," muttered Quill, who was in a cell with his fellow Guardians. "Here we are stuck in a jail cell in some strange kingdom that is total bull…"

"I am Groot!" cried Groot, interrupted Quill from dropping a mulligan.

"Sorry Groot," sighed Quill. "It's just that I hate being stuck in here, that's all."

"We don't have a choice," remarked Peter Parker who was sharing a cell with Dr. Strange. "We're stuck here with no way out. But I haven't given up on any hope of being rescued. We lose when we quit and I am not ready to quit."

"True we haven't quit," added Dr. Strange. "But we cannot act now because that is not how everything works."

A sense of confusion befell the other prisoners.

"Then what does work?" asked Bucky Barnes in a cell he was sharing with Wanda Maximoff. "Tell us."

"If I told you, then we would be in danger," replied Dr. Strange. "We need to let things run their course if we are to have any chance of survival."

"What? Do nothing?" cried Quill, looking right at Dr. Strange. "Let these ponies suffer? We have to do something, Doctor!"

"We let things run their course, Star Lord."

Letting out a disgusted sigh, Quill released his grip on the bars of his cell and sat down in disgust.

…

Meanwhile, T'Challa had been placed in an office instead of a cell, but all that the King of Wakanda could do was pace back and forth, trying to figure out how to get himself out of the situation he was in. Just then, he heard the sounds of hoofbeats coming towards him. Knowing it was Grogar, he prepared himself for whatever was coming his way, including the possibility of being put to death.

At that moment, the doors to T'Challa's office cell opened and there in the doorway stood Emperor Grogar.

"I trust you like the accommodations, your highness," Grogar remarked as the donkey guards shut the office cell door behind him. "Given your status as a king, I knew you demanded a little more respect than the others."

"Why do you treat my friends any less differently than me?" T'Challa asked as Grogar approached him.

"Because they are nothing short of vagabonds, King T'Challa," Grogar replied. "You are just like me, a royal. That is why I have come to you with a proposal. A proposal that can not only save your life, but save all of the subjects in your kingdom."

"What is this proposal you wish to make of me?"

T'Challa had a sense of suspicion developing inside of him, but was willing to let Grogar say his peace, whatever it was…

Chapter 59: "Dividing and Conquering"

"Go on, I am listening," T'Challa said as Grogar spoke his proposal to the king of Wakanda.

"All right, your highness, this is your trump card," Grogar explained. "You surrender your entire kingdom over to me and I will not plan any invasion of Wakanda at any time. Nobody dies, nobody gets hurt. Just a harmless and simple instruction."

But to T'Challa, this wasn't just a harmless and simple instruction. There was no doubt in his mind that Grogar had plans for Wakanda and they weren't of the non-violent variety.

"Why should I trust you when you make the lives of others so miserable?" he asked. "Wakanda is a kingdom that wants no harm from anyone. My cousin tried to overthrow me and he failed!"

"Yes, I remember your cousin. In fact, he is sitting in Hell serving his sentence for the crimes he has committed against you T'Challa."

Activating his horns, Grogar produced a picture of T'Challa's American cousin sitting in a jail cell surrounded by other tormented souls.

"Killmonger, his name is I presume. If you also agree to my demands, perhaps I can work something out in freeing him from his prison."

"He died a free man and he will stay a free man as long as he remains dead," T'Challa retorted, walking over to his cell's desk. "It would be better for the both of us."

"Me or him?"

"Him."

Grogar merely chuckled at this petty excuse T'Challa was giving him. He had no patience and was not going to tolerate any such excuses.

"It's no wonder why you chose to be king of Wakanda. You only give the second chances to those who deserve it. If your cousin doesn't deserve a second chance, then why not your fellow comrades?"

Grogar then produced another picture, this time of the incarcerated Avengers and Guardians of the Galaxy sitting in their cells.

"Don't they deserve a second chance? I'll give you a second to answer. Tick tock! Time's up! They don't. In fact, I have plans for all of them."

"What plans?" T'Challa asked, realizing what Grogar's true intentions were.

"Plans to spill their blood for the glory of Tambeleon, of course," he remarked. "Then, of course, Chrysalis will want to consume any love inside of them while Tirek will probably want whatever magic is inside of them."

"You're insane!"

"Why, thank you, your highness. That really fits my character, doesn't it? I'll give you some time to think it over."

T'Challa watched with disgust as Grogar left his cell, laughing loudly. The young king felt his anger burn and his fists clenching, knowing that Grogar needed to be put to death and fast.

…

Meanwhile, Grogar returned to his throne room and looked out the window to see the enslaved ponies of Equestria being forced to march with chains around their necks and ankles along with muzzles to cover their mouths.

"It's delightful, isn't it, Scarface?" he asked his pet Grizzly bear. "Four legged creatures being forced against their will to serve me and that there is nothing they can do to stop it."

He turned around sharply towards the four petrified princesses, their faces filled with terror.

"Right? Of course, now that half of Equestria serves me, perhaps it's time we send a message to the ones who survived that they will have to get used to this new way of life."

He then walked over towards the map and looked down at it.

"Maybe if we divide and conquer, that can send a message."

Just then, a blast of white light shown from the castle courtyard and Grogar raced over to see the Storm King standing over the body of a near dead pony. Taking the staff he held in his hands, he stabbed the pony through the back and killed him. Sensing an idea coming to his mind, Grogar made his way down to the courtyard and stood in front of his captives.

"Get on your knees and kneel before your emperor!" barked the Storm King.

"You heard him," added Cozy Glow, yelling in the ears of one of the young ponies. "Kneel!"

"I see you are all getting acquainted to your new roles as my subjects," he said. "Well, let me assure you that it is going to get worse before it gets better. Storm King, Cozy Glow, I want to see you and the others in my throne room immediately!"

Doing as they were told, the villains were once again gathered in the throne room standing in front of Grogar and his map.

"Your forceful nature on the new subjects has been good," he said. "Now that we have conquered half of Equestria's population, we must now divide amongst our victory."

"How do you propose we do that?" asked Tirek.

"By going to the various kingdoms in question, of course," answered Grogar. "There is no doubt that the other kingdoms will be preparing a counterattack. So, we prevent any kind of the sort from taking place."

He then directed his attention towards the villains.

"Remember when we were originally going to attack before I changed my mind?"

No one answered.

"Well, now we are going to do just that. Chrysalis, I want you and Kuwaga to contain the Changeling Kingdom."

Delighted to hear this, Chrysalis began prancing around the throne room.

"Don't get so excited about it yet, Chrysalis," cautioned Grogar, stopping her with his magic. "You need to make sure your forces are ready for battle, is that understood?"

"Uh huh," Chrysalis nodded.

"Sombra can keep his control of the Crystal Empire so that means for Tirek and Cozy Glow, you shall keep an eye on Ponyville and Canterlot."

"We won't let you down," reassured Tirek, both him and Cozy Glow bowing to him.

"Good and as for you, Storm King," finished Grogar, turning his attention to the excited satyr. "You can have your fun with the Hippogriffs on Mount Aris."

"Yes, thank you! Thank you, Goat dude!" he cried, falling down on his knees and trying to kiss Grogar's hooves. "You don't know how long I've been…"

But Grogar kicked the Storm King away from him and sighed heavily, not willing to tolerate any more annoyance.

"Was it something I said?" the Storm King asked as he got to his feet.

Suddenly, Grogar then had another idea come to fruition.

"Um, hello?"

"Silence, satyr! I have another idea!"

"What idea?"

"In order to make the conquests seem easily," he answered, walking to the doorway of his throne room. "I think we need to add some leverage to your arsenals. Follow me."

So the villains followed Grogar to the dungeons where they would come face to face with the captured Avengers and Guardians of the Galaxy…

Chapter 60: "Escaping from Tirek and Cozy Glow"

"Are you sure that you want to do this?" Applejack asked Queen Novo. "I mean…who knows what that goat and his jackasses have up their sleeve?"

Hearing her friend say a dirty word caused Rarity to wince back in fear.

"What?"

"Applejack, you should get your mouth washed out," cried Rarity, recoiling in shock. "Shame on you!"

"Look, what I said about Grogar is justified."

"As do I, honey," replied Queen Novo as several more hippogriff generals came flying into the room. "That is why we have 500 of our warriors preparing for battle as we speak."

"500? That's a lot."

"We need all the help we can get," added General Seaspray, placing his battle helmet on his head. "The sooner we attack Tambeleon, the better."

Realizing that there was no other option, Applejack took her hat off in respect of the decision that was made.

"How good are your fighting skills, Rare?" she asked.

"I'm not much of a fighter, if that's what you are wondering, Applejack."

"It doesn't matter. All that matters is that Grogar is defeated once and for all. You ask us to do whatever you want us to do, Queen Novo, and we'll do it."

But before Novo could tell Applejack and Rarity what she wanted them to do, a hippogriff came flying into the room, panting heavily.

"Your…your majesty," he gasped, taking off his helmet and bowing to Novo shakingly. "It's…it's the Storm King."

A distressed look immediately fell upon Novo and Seaspray's faces upon hearing this.

"Impossible!" gasped Novo.

"No, my queen. He has returned from the dead and is leading an army towards here."

Right away, panic mode had already set in and Novo ordered all of the forces to take their battle stations. The call went out for the evacuees to take shelter and Rachel was woken up by what was happening.

"Take cover now! Take cover now!"

The young red haired girl was thrusted to her feet and was ushered down to the basement of the building they were all in.

"All right, all right, don't you know how to respect an old mare?" cried Granny Smith as she was pushed along with the rest of her family and the evacuees. "Blasted birds or whatever they are!"

"Where's Applejack?" cried Applebloom.

"Where's Rarity?" added Sweetie Belle, frantically looking around for her sister.

…

With Mount Aris on the horizon, the Storm King and his forces prepared themselves to storm the gates.

"All right, gang!" he called. "Time to have some fun with our friends and finish what we started!"

The sounds of grunts confirmed the army's commitment to storming Mount Aris.

"Oh, this is going to be good," the Storm King laughed, brandishing his staff. "Those hippogriffs won't know what hit them."

Little did he know that a pair of eyes were watching the Storm King from behind a rock.

…

Meanwhile, back at Twilight's castle, the remaining warriors were regrouping and trying to figure out what to do next.

"So what do we do now?" asked Starlight, scars on her face from fighting in the hulkbuster armor. "Half of all our friends are imprisoned in Tambeleon and we're stuck here."

"We can't just give up," said Tempest Shadow. "Some move on from things like this, but I have not. My sister is among the captives and I have to rescue her."

The determination in Tempest's eyes was almost uneasy to ignore. It was then that Tony got himself an idea

"There is a way," he said. "We need additional help."

"What kind of additional help?" asked Starswirl

"I can't believe that I am saying this, but we need Scott, Clint, everybody who hasn't been captured and imprisoned in Tambeleon."

"You sure about that, Tony?" wondered Rhodes.

"I'm sure, Rhody."

"We also haven't made contact with the rest of Twilight's friends," added Spike, who was showing an equal amount of concern about the situation. "I haven't been able to contact them. Likely they are in Tambeleon."

Just then, the baby dragon coughed up a scroll and Sunset seized it with her aura, unfurling the scroll and reading it.

"What is it, Sunset?" asked Tony, as Sunset read the last few words on the scroll.

"It's from Equestrian Intelligence, Applejack and Rarity are okay. They were evacuated."

Knowing that his crush was safe, Spike sighed in relief and fell over on his back.

"But they are on Mount Aris and the Storm King is preparing an attack!"

This made Spike gasp and jump into the air.

"We should have known Grogar would take advantage of this!" cried Starswirl.

"It was only a matter of time," added Mistmane.

"We need to go and fight the Storm King," ordered Tempest, but no sooner did she say that did a rumbling sound shake the foundation of the Friendship Castle. "What was that?"

"Uh, guys," said Gallus with a worried look on his face. "We've got company!"

Looking out the window, the group of survivors saw the giant centaur known as Tirek walking towards them.

"It's Tirek!" cried Rainbow Dash as a small Pegasus filly followed him. "And Cozy Glow!"

"Grogar must be dividing and conquering," remarked Starlight Glimmer. "We can't just sit here and wait for him to come to us. We need to get out of here!"

"And leave the castle to Tirek?" asked Spike.

"There's no choice, Spike!" cried Sunset. "We need to find the other Avengers if we are going to have any chance at stopping these guys!"

Activating a spell from her horn, Starlight enveloped the survivors in magic and with a flash of light, disappeared from view while Tirek neared the castle, knocking over the barricades and punching his fists into the castle walls, creating large gaping holes that exposed the interior inside.

"Where did they go?" cried Cozy Glow, flying through one of the holes created by Tirek. "They're gone!"

"Clearly they must have escaped, Cozy Glow," remarked Tirek, snarling. "But we have more important matters to discuss. I want magic to absorb."

"There are plenty of ponies in Ponyville," suggested Cozy Glow. "You can start there!"

"It's just as well," sighed Tirek, looking towards his protégé. "Show me where there are ponies with magic, Cozy Glow!"

Cozy led Tirek away to Ponyville where at that moment, the Storm King was about to launch his attack on Mount Aris. However, Queen Novo was determined to defend her kingdom to the bitter end.

…

"STORM KING!" she shouted from atop a high rock. "YOU…SHALL…NOT…PASS!"

The sounds of loud yells from the Hippogriff forces confirmed that the inevitable was about to happen…

The Hippogriffs and the Storm King were about to face off once again.

Chapter 47: "Equestria Forever!"

The cries of Wakandan soldiers chanting in their native language reflective the growing tension that was developing between the invading armies of Emperor Grogar and the defenders of Canterlot. From inside the hulkbuster armor, the sounds of the chants made Starlight feel antsy.

"What is that?" she cried, trying to keep the armor stable with her magic. "What are they chanting? Hello? Anyone?"

While she was saying this, the invaders' soldiers attempted to break through the barrier, scratching and clawing their way through. Acting as one of the commanders, T'Challa stepped forward and with a loud cry, ordered the defenders to aim their weapons at the multi-creature soldiers.

"Fire!" he shouted in Xhosa and blasts from the Wakandan's spears, the guardsponies horns, Bucky's gun and the Hulkbuster's hands were fired at the invaders, striking them down on the ground while Sam, Rhody, Raninbow Dash and the aerial combatants of the Wonderbolts attacked from the air. One of the invading Storm Creatures attempted to reach up and grab at Sam, displaying his sharp teeth.

"You see the teeth on these guys?" Sam yelped.

"All right, back up, Sam," advised Jim. "You and the flying ponies are about to get your wings singed."

From inside his War Machine armor, Jim sent a barrage of bombs onto the donkeys and Storm Creatures killing them on impact. To Proxima and Ebony Maw, this didn't seem to bother them at all.

"They're just killing themselves," remarked Natasha to Steve. "Do we want that, Steve?"

All Steve could do was look at T'Challa and the two men both agreed that they were only delaying the inevitable. The barrier was going to fall in a matter of time.

"Shining Armor," T'Challa said, speaking into a radio. "On my signal, remove the barrier."

Shining Armor, who was commanding a platoon on the Northeast Wall of Canterlot, was stunned to hear this.

"You sure about that?" he asked. "Requesting confirmation."

"On my signal," ordered T'Challa.

"This will be the end of Equestria," gasped Luna to Celestia, realizing what was about to happen.

"Then let it be the greatest ending in history," Celestia replied in a low voice, charging up her horn.

At that moment, T'Challa stepped forward ahead of the army and with a look of determination on his face, gave the cry to start the battle for Canterlot.

"EQUESTRIA FOREVER!"

Covering his face with his mask, T'Challa now as the Black Panther, led the charge leading the army straight towards the enemy. As they neared the barrier, T'Challa gave the signal to Shining Armor.

"Now!" he called to Shining Armor and the Prince of the Crystal Empire did as he was told, lowering the barrier he had held up for so long.

With Steve Rogers running at equal speed at T'Challa's side, the two armies collided and using every bit of strength each side had, fought each other to the death. Immediately, both sides took large amounts of causalities. Celestia and Luna turned their attention towards Sombra, leading his brigade towards them.

"Luna, stop him!" shouted Celestia and doing as she was told, Luna fired a series of blasts from her horn at Sombra's charging forces, killing several of them instantly. Using whatever spells they had in them, the two sisters fought tooth and nail against the raging forces.

Seeing his army about to be decimated, Sombra loudly roared and large groups of donkey and changeling soldiers diverted their planed attacked and towards the sisters. But before the donkeys could strike, a large series of vines stopped them in their tracks.

"Need a hand, princess?" cried Rocket, jumping off of Groot's shoulder and firing his space gun at the donkeys. Relieved to see this, the two sisters resumed their attack on Sombra.

"Thank you, rabbit!" cried Luna, much to Rocket's irritation.

"Uh, you know, I'm a raccoon, right?"

However, a pair of Changeling soldiers attacked Rocket at that moment before his question could be answered.

…

Meanwhile, with his armies invading Canterlot, Grogar teleported himself from Tambeleon and arrived at the Castle of Friendship, targeting the Elements of Harmony as well as Twilight Sparkle's magic. Watching from the roof of the School of Friendship, five of the young six, dressed in battle garb, gazed shockingly at what they were seeing before them.

"It's him!" gasped Sandbar, looking through a pair of binoculars. "It's Grogar!"

"What do we do?" cried Silverstream with a panicked expression on her face.

"We alert Twilight and the others," added Gallus and the Griffon flew over to the Castle of Friendship at a frantic pace. Before he could reach the castle, however, a familiar voice stopped him.

"Stop!" called a female voice and the students were stunned to hear the voice of their fellow student, Ocellus, coming from Grogar's mouth. "It's only me, Ocellus!"

"Ocellus," sighed Smolder, lowering her guard and flying down to her friend's side. "It's only you. Where have you been?"

"Thorax and Pharynx were attacked and I was visiting them in Canterlot," explained Ocellus. "By Chrysalis and Kuwanga. They must have attacked in order to weaken us. I had to assume Grogar's form to conceal myself from the others."

"What's going on in Canterlot now?" asked Gallus.

"Grogar's army is already attacking it."

Acting on these words, the young six retreated into the castle of friendship to warn Twilight, but the Princess of Friendship was already on the move.

"He's coming," cried Twilight, looking down at her students with a panicked look on her face. "Grogar is coming."

"It's only a false alarm," reassured Ocellus. "It was only me."

"Of course I knew it was only you. The real Grogar is coming here right now!"

Now panicked, the students, Avengers and the remaining Guardians of the Galaxy each awaited their instruction.

"This is it," Twilight cried to her allies. "He's coming! We must do whatever it takes to not let him near the tree of harmony, is that clear?"

"What do you want us to do?" asked Tony.

It didn't take long for Twilight to give him an answer.

"We need a diversion," she said. "Perhaps we can trap him and that way, we can try and remove the chaos gauntlet from his hoof."

"How do you propose we do that?" asked Dr. Strange.

"We trick him into thinking that there is nopony else here," decided Twilight.

"Where have I heard this before?" wondered Tony, remembering that this was the same strategy used in stopping Thanos. "Oh yeah, that's right on Titan."

"It's worth a try," said Peter, activating his metallic Spider Man suit. "We'll trick him, trap him and then remove the Chaos Gauntlet off of him."

Right away, Quill felt nervous as he didn't want a repeat of what happened with Thanos on Titan.

"All right, everyone find a hiding place outside," ordered Twilight. "Quickly! There isn't a lot of time!"

No sooner did Twilight say that did at that very moment, the real Grogar arrived from Tambeleon and he wasn't alone. He had the mean six with him for company, ready to fight to the death in order to help him obtain the Elements of Harmony.

Chapter 1: "He Has Returned"

1,000 years.

…

That was how long he had been gone, banished to the frozen north with King Sombra by me and my sister. He was a creature of pure evil, ruler of a kingdom that was a kingdom of evil, putting his subjects through pure murder, brutalities, torture and atrocities. Something had to have been done and for a creature who had a heart as black as night, he didn't deserve to be in existence.

Of course, like all that had been happening in a short period of time, he would make his return.

…

It all started like any other day in Canterlot, Luna and I, still recovering from our injuries fighting our traitorous minister of defense, Instant Justice, sat on our thrones doing our one hour signing of documents, bills, etc. Then all of a sudden, a guardspony came running into the throne room, getting our attention.

"News from Northern Equestria," he said, taking off his helmet and bowing to us. "Your highnesses."

"Yes?" I asked.

"I'm simply to tell you that he…has returned."

Our eyes both widened at the news we had gotten and I turned to the guards that were standing next to us.

"Notify Princess Cadence and Shining Armor," I ordered to the guards. "Tell the Crystal Empire to be on standby and have Princess Cadence come here at once!"

"Yes, your highness."

Acting on our orders, our guardsponies charged out of the throne room and once they were gone, I immediately began to write a scroll to Twilight, telling her and her friends to come to Canterlot right away.

"It was only a matter of time before he would return, sister," remarked Luna, worriedly. "The spell we placed on him and his kingdom would only be temporary."

"Of course, we knew it would be temporary, Luna," I replied as I sent the scroll away with our magic. "If King Sombra could return, then so could he."

A heavy sigh crept out of me when the thoughts of him returning kept coming back to me. Still coming to terms with being turned to stone at the Friendship Festival and forced to confront the betrayal of Instant Justice when he tried to exterminate not just Fizzlepop Berrytwist, but also drive an entire race of creatures to extinction.

"And knowing of his true power, sister," added Luna. "He could also bring King Sombra back from the dead. We may have to face that kind of possibility."

I didn't want to believe it, but I had no other choice in the matter. All that matters is that we immediately come together to figure what to do next.

…

Meanwhile, Twilight Sparkle sat in her office at the School of Friendship trying to finish grading her students' midterm exams when she couldn't help but become distracted by a picture of Fizzlepop on her desk.

"Hey Twilight," said a voice that belonged to her former pupil, Starlight Glimmer. "Thought I check in and see how you're doing with those midterms."

"Oh, uh, hey Starlight," stammered Twilight. "What's…what's going on?"

"Nothing, I was…I was…"

But being the snoopy mare that she was, Starlight noticed Twilight's eyes locked on the picture of Fizzlepop on her desk.

"You're still thinking about her, aren't you?" she wondered. "You still want Tempest to be your royal guard captain, right?"

"Well, yeah, of course I do. It's just that…I don't know, she should take the position. Why must she continue to hide like this?"

This made Starlight go into Guidance Counselor mode and immediately pulled up a chair, sitting down in front of Twilight's desk.

"Tempest isn't hiding, Twilight," she said. "You have to understand that she probably isn't the most popular pony in Equestria right now. Even after all is said and done, Tempest will always be a constant threat to Equestria, despite being redeemed."

Still, Twilight was in denial about the matter.

"But, being my royal guard captain…"

"It won't matter Twilight because nothing will change," Starlight interrupted, placing her hooves firmly on Twilight's desk. "Tempest committed war crimes and many felt that she should be punished harshly and firmly."

No matter what Starlight would say, Twilight would not believe that Tempest was forever going to be viewed as a war criminal. After all, in Twilight's mind, Tempest was merely a lost soul who was being led in the wrong direction.

"Because they don't see the truth, Starlight," sighed Twilight. "If they do see the truth about Tempest, then maybe, just maybe, their minds will change."

Starlight truly wanted to believe what Twilight was trying to say, but in her mind, that was easier said than done.

…

Just then, Twilight's dragon assistant, Spike, came flying into the office, his claws on his stomach thanks to the scroll I had sent to Twilight.

"Spike, what's wrong?" Twilight asked, but before the young dragon could respond, he belched out the scroll.

"It's…from Canterlot," Spike gasped, gasping for air. "From…Celestia."

Taking the scroll, Twilight unfolded it and read every single word I had written to her. After a few moments, she put the scroll down on her desk, her face filled with concern and worry.

"Starlight, can you and Spike run the school for a little bit?" she asked. "I need to go to Canterlot."

"Sure Twilight, what's going on?"

"Princess Celestia needs me and my friends in Canterlot right away. If what she says is true, then we're all in danger once again!"

Without saying another word, Starlight and Spike watched as Twilight dashed out of her office.

…

Just as quickly as I had sent the scroll to her, Twilight summoned her friends and came to Canterlot. Princess Cadence had also arrived on the scene, having also been summoned.

"We came as soon as we could, Celestia!" Twilight panted. "What's happening?"

"I thank you all for coming on such short notice," I said. "After 1,000 years, he has returned."

"Who?" wondered Applejack. "Most of the creatures that were around 1,000 years have already returned."

"This isn't just any other creature, Fair Applejack," said Luna. "This is the most feared, the most powerful and the most dangerous enemy Equestria has ever dealt with."

"Ooh, who could it be?" asked Pinkie Pie, who randomly pulled out a wallet and started going through pictures of various ponies that were inside it. "Uh, they all don't look like any we've met before."

"That's because whoever it is," I replied, stretching out my wings. "Is a creature that is by far the most dangerous enemy we have ever encountered, even worse than King Sombra."

…

Activating my horn, I cast a viewing spell to show all in attendance what I was talking about. With everypony watching, the screen produced a moving picture of me and Luna clad in battle armor standing outside the creature's kingdom.

"Coward," seethed Princess Luna to Celestia. "Look at him, hiding behind his castle, almost as if he knew we were coming. Why doesn't he come out and show himself?"

"Because that's what he is expecting us out of him," replied Celestia, drawing her spear out of her holster. "But, no matter what, his reign of terror ends tonight, sister!"

Looking back towards the armies that the two sisters had, both Celestia and Luna motioned for their armies to aim their horns at the castle. At that moment, both sisters activated a spell to enhance their royal Canterlot voices.

"EMPEROR GROGAR!" shouted Celestia. "THIS IS PRINCESS CELESTIA AND PRINCESS LUNA! WE DEMAND THAT YOU SURRENDER YOURSELF NOW! YOUR REIGN OF TERROR ENDS TONIGHT!"

"THERE IS NOWHERE LEFT TO HIDE WITHIN YOUR WALLS!" shouted Luna. "THOU CAN'T HIDE FROM JUSTICE FOREVER!"

The two sisters waited for any response, but they got nothing. Furthermore, their patience was limited as well as their respective army.

"WE HAVE ALREADY BANISHED YOUR FRIEND, KING SOMBRA," added Celestia, her horn charging with surging magic. "SURRENDER NOW IF YOU WISH TO AVOID THE SAME FATE!"

Both the sisters then directed their attention towards a tall tower within the castle where at that very moment, a faint glow could be seen. The glow was dark red and the glow surrounded two horns.

"YOU WISH THAT I SURRENDER TO YOU?" the two horned figure shouted. "TO YOU? TWO MARES THAT STAND IN THE WAY OF ME OBTAINING WHAT I DESIRE? THE ELEMENTS OF HARMONY AND YOUR ALICORN MAGIC?"

"GROGAR, YOU WILL NEVER GET YOUR HOOVES ON EITHER!" Luna shouted back, directing her attention towards her forces. "READY YOUR HORNS AND FIRE!"

The soldiers aimed their weapons at the castle and on the orders of the royal sisters, fired beams of magic at the castle walls damaging them.

"Let's go, sister!" cried Celestia and both she and Luna activated teleportation spells that transported themselves into the castle.

Soon, they found themselves in a throne room where the tower was. Facing them was the creature with the two horns that glowed red who sat on a throne in front of a map of Equestria. The creature revealed himself to be a goat that had dark blue fur and wore a gold colored bell around his neck.

"You wish for me to surrender to you?" the goat asked, getting up and walking down towards the sisters. "That will not happen! Why don't you just spare yourselves the agony of defeat and surrender your magic to me?"

But, neither Celestia nor Luna was going to be giving in. They were more than willing to stop this enemy. Taking to the air and activating their horns, Celestia and Luna crossed their horns and together fired a blast of combined magic at Grogar, seemingly killing him in an explosion.

"Is that it?" asked Luna, but when the smoke cleared Grogar leapt into the air and butted Celestia in the chest sending her flying into the ceiling. Drawing her sword, Luna attempted to strike at Grogar only for him to activate a spell to send Luna plummeting to the hard floor below.

Rebounding, Celestia fired a blast of magic at Grogar, which he quickly dodged. The goat then proceeded to once again strike at Luna, but missed. Surrounding him, Celestia and Luna both charged at Grogar, letting out loud battle cries. The goat then proceeded to activate a barrier that sent the sisters back against the walls of the throne room. Luna was knocked out cold, but Celestia was still willing to fight. Before she could charge at him again, Grogar disappeared with yet another spell.

"Show yourself, coward!" Celestia screamed, but Grogar laughed loudly and evilly as he appeared.

"This is so amusing, I almost hate to see it end."

Taking her spear, Celestia stuck it into Grogar's chest, her patience running dangerously thin.

"It's over, Grogar," she snarled. "Yield!"

But, despite the fact that her spear was inside of him, Grogar was still laughing, managing to magically heal himself..

"So…much…HATRED!" he remarked. "You speak of cowardice and yet, you forget whose domain you are in?"

Snarling, Celestia took the butt of her spear and struck Grogar in the head. Nevertheless, the goat kept fighting.

"I care not what dark pacts you made!" she cried. "You will surrender yourself to me, now!"

"It seems like even the gods lack purity in their hearts…"

"SILENCE, YOU CUR!" Celestia screamed, firing a powerful blast of her magic at Grogar and for a moment, it seemed like she had vaporized him, but without warning, the blast bounced back and struck Celestia straight in the chest, sending her flying right back into the wall with a loud scream of pain, knocking her out cold. With Celestia out of commission, Grogar then proceeded to advance towards Luna, who was quickly coming around.

"Now, you shall suffer the same fate as your pathetic sister," said Grogar. "And then, your magic will be mine."

"Not if I have anything to say about it," said Luna, grabbing her sword and preparing to strike at Grogar. For a moment, the Princess of the Night and the demonic goat stared down at each other.

Raising her sword, Luna fired several blasts of magic swords at Grogar, only for them to be deflected right back at her. But Luna wasn't quick enough and were soon impaled by two of the swords into her side, her wounds spilling out drops of blood.

"You were saying?" laughed Grogar, grabbing Luna up with his magic by her flowing mane. "You scare me even less than your pathetic sister. Tell me, something, do you fear death?"

But Luna didn't answer him. Little did Grogar realize however that the sisters had one last trick up their sleeve.

"Yes," she coughed, trying to pretend to be fearing Grogar. "I fear death."

Grogar then grabbed Luna's sword, preparing to strike into her chest.

"Good, then I will try and make this as painful as possible," whispered Grogar. "Any last words?"

From down on the floor, Celestia struggled to get back up and could only watch helplessly as Luna was about to be killed.

"Spare my sister," Luna whispered. "But beware…"

Right away, Grogar realized that he was about to be tricked, but had no idea of how he was going to be tricked.

"Beware of what?"

"Beware…of the Asgardians."

Suddenly, with a strong flash of lightning, Grogar was knocked back onto his throne as he looked up to see a human male clothed in silver armor and wielding a silver hammer with a red cape flowing around his neck. Letting out a loud yell, the Asgardian raised his hammer high into the air and attempted to strike at Grogar. But, the goat activated a shield spell to deflect the blast. Charging, Grogar attempted to defend himself against the Asgardian, only to be beaten back by the human's hammer.

While the two sisters watched, the Asgardian threw his hammer down multiple times, striking down Grogar to the point where he felt himself weaken and collapse to the floor. Rising to their feet, Celestia and Luna glowed their horns with surging auras and pointed them right at the fallen goat.

"Emperor Grogar, in the name of Equestria," Celestia and Luna both bellowed in their Royal Canterlot Voices. "We hereby banish you and your dark kingdom from this land!"

With surging magic, we all watched as Grogar felt himself disappear from his earthly body and before anything else could be shown, the screen disappeared.

"Unbelievable!" gasped Rainbow Dash. "This guy is bad news!"

"And he has returned, Rainbow Dash," I cried. "As of this very moment, Equestria has declared war on Emperor Grogar and Tambeleon!"

A loud series of gasps filled the room upon hearing this declaration of war, a war that was going to forever change the history of not just ponies, but other creatures as well…

Chapter 3: "Looking for Generals"

In the depths of the red fired kingdom known as Hell, a cloaked figure with his face shrouded by a black cloak sat on his throne as one of his red winged angels came forward with another cloaked figure right behind him.

"Your majesty," said the angel, bowing to him. "I have brought you a visitor from earth who is seeking generals for his own kingdom."

"Indeed?' chuckled the cloaked figure, his skeletal hands clutching a black goblet. "Step forward my visitor."

The four legged cloaked figure stepped forward and looked up at the figure on the throne. He then proceeded to remove his hood to reveal the face of a dark blue goat with horns that were backward.

"Who are you and what do you desire?"

"Lord Satan," replied the goat. "I am Emperor Grogar of the kingdom of Tambeleon. I have come for a proposal to make of you."

"A proposal, you say?" remarked Satan, rising to his feet and stepping down from his throne. "And what exactly do you propose, Emperor?"

"I seek three or four of your darkest souls to serve me as my generals for a conquest that I have been 1,000 years to accomplish."

"Indeed," muttered Satan, stroking his skeletal chin. "I actually have heard many things about you, Grogar. Your actions have always amused me greatly as have your conquests."

"So, you say, Lord Satan."

Motioning for him to follow, Satan led Grogar down to the depths of his red hot kingdom, past the imprisoned souls of those who were forced to spent their afterlives within cages of fire and brimstone.

"Not too long ago," said Satan. "I received four evil souls that formerly worked for the Mad Titan. They are hungry to escape and serve once more."

The two creatures of evil soon found themselves in front of a series of fire cages and inside were four creatures, three male and one female. Each one was unique in its on way.

"My prisoners," said Satan. "You are to be into the service of his lordship."

One of the tall figures glanced over at Grogar and gave him a look of annoyance.

"What service, Lord Satan?" the figure asked.

"His lordship, Emperor Grogar, Ebony Maw," answered Satan. "Of Tambeleon."

"What good is he?" asked the female who was dressed in black and had long black hair. "He looks nothing like Thanos."

This made Grogar frown slightly.

"As you know, Proxima Midnight. Thanos was far too powerful to be placed in Hell. However, I have heard many things about Emperor Grogar and he will look up to you, just as much as you will look up to him."

"We may have no other choice, Proxima," said another slendy male figure, whose figure was almost skeletal. "It's as his lordship said, Thanos is gone forever. We must serve him if we are to be given a second chance of living life."

Suddenly, another random voice rang out. Grogar and Satan turned towards a human figure in bluish robes with long black hair.

"Um, if you don't mind me chiming in," he said. "If you are going to be going to Earth, you'll need a guide."

Grogar looked over towards the human figure and gave him a rather confused stare.

"Who are you?" asked Grogar. "And yet, you look familiar."

"Call me Loki," the human said. "Brother of Thor, king of Asgard."

Grogar's eyes crossed and looking up to the tops of the prison, let out a loud roar as blue strikes of lightning went up from his backwards horns.

"Thor, did you say?" snarled Grogar, breathing and growling heavily. "Well, your brother aided the Royal Sisters in banishing me for 1,000 years! What makes you think that you can help me?"

"I can help you if you help me," said Loki. "Let me out and you shall receive my undivided servitude."

Grogar wasn't moved by this and he began to get a sense that Loki was going to do more harm than good to his plan. Looking away, he turned his attention towards the four creatures.

"I take that as a no," said Loki, his words falling on Grogar's deaf ears.

Activating his horns, Grogar used his magic to pull himself and the four alien creatures with him from Hell while Satan watched with delight.

"I tried to reason with him," remarked Loki, only for Satan to look back at him. "He'll soon regret this decision."

As quickly as they had left Hell, Grogar and his new generals soon found themselves in the center of a desolate and dark kingdom that didn't have a single soul wandering around.

"What is this place?" asked Ebony Maw, looking around with his comrades.

"This is my kingdom, Ebony Maw," answered Grogar. "Welcome to Tambeleon, a kingdom that very soon will be inhabited by creatures who only will look up to me. Of course, if you help me restore my kingdom to glory, you shall all be rewarded. Come now, I shall introduce you to the warriors you will be commanding."

A grunt from the large hulking alien confirmed Grogar's mind that he had made the right decision in bringing these four aliens together. For he knew that they would all serve him well.

Little did they know, however, that Grogar had other plans to grow his forces.

…

Meanwhile, Tempest and her companions found themselves in a large room with a round shaped window on the roof.

"What is this place?" asked Grubber, who soon became enraptured by a large cauldron.

"This is the sanctum," answered Dr. Strange. "My home and base of operations. But, while this is perhaps a shock to you all, time is of the essence. There is a future that I had been monitoring for some time that concerns your homeland, Equestria."

"But, how do you know about Equestria?" asked Tempest. "I mean…you aren't a pony, you're a…whatever you call yourself."

"A human," said a stocky and portly Oriental man. "We are both humans, Tempest Shadow."

"This is my other assistant, Wong. He guards the sanctum while I am gone sometimes."

Suddenly, Dr. Strange took notice of Grubber trying to look into the cauldron.

"You might want to not look into the Cauldron of Cosmos," he advised the hedgehog. "You go in there and you never come out."

This made Grubber step back in shock.

"Uh, okay."

"You'll have to excuse him, Dr. Strange," remarked Tempest. "He's a little curious at times. So, what do you wish of me?"

"As he said, we need your help, Tempest Shadow," said Chancellor Neighsay. "Equestria is about to be targeted a dark evil leader named Emperor Grogar of the kingdom of Tambelon."

This made Tempest widen her eyes in surprise.

"Grogar?" she asked. "But, I thought that he was banished by the princesses."

"He was banished," said Chancellor Neighsay, tapping on his EEA medallion. "But, the spell wore off and now he is free to pick up where he left off."

"Grogar is a dangerous creature," added Dr. Strange. "If you thought that your former boss did damage to your homeland, Tempest, then you haven't seen anything like this in your life."

Activating a spell, Dr. Strange showed a vision of the future where Grogar looked over groups of ponies who were being chained and forced into slavery, much like the Storm King's actions. However, the vision showed that it wasn't Canterlot that the prisoners were in.

"What is this place?"

"It's his kingdom, Tambeleon," answered Dr. Strange. "He seeks to obtain the Elements of Harmony and the magic of the four princesses to power a weapon known as the Chaos Gauntlet."

The vision then proceeded to show a gold hoof glove with spaces in the shape of the six elements of harmony.

"What does it do?"

"If all six elements and the alicorn magic of the four princesses are obtained by him," said Chancellor Neighsay. "He can cast a powerful spell that would send half of Equestria's citizens and anyone else in Equestria to his kingdom. Once you arrive, your freedom is stripped from you and you are to force Grogar and Grogar alone. Defy him and you pay for your defiance with your life."

With each word spoken, Tempest, Grubber and Hannibal realized the gravity of the situation. Each one of them realized that if there was any hope to defend Equestria, the time to act was now. After all, Equestria's leaders gave each and every one of them a second chance and if there was any way to say their thanks for getting a second chance, it would be to help defend Equestria from this growing threat.

…

Meanwhile, Grogar had gathered his donkey army in a large hall and addressed each and every one present.

"My warriors," he explained with the four aliens on each side of him. "After 1,000 years, we have returned from our imposed exile and will now pick up where we left off. Together, we will overthrow the rulers of Equestria and make its inhabitants bow to us. These four creatures are my new generals, look up to them and obey them just as you obey me!"

The donkey soldiers roared out in response as Grogar looked down at them, smiling evilly, looking forward to the moment when his goals would be achieved…

Chapter 17: "Recovering the Storm King's Remains"

With General Kuwaga resurrected, Emperor Grogar returned to his throne room and began to think of another ally of evil to be brought back from the dead. He already had King Sombra, Lord Tirek, Cozy Glow and Queen Chrysalis on his team and there was always room for one more.

"Thank you for helping me bring Kuwaga back to life," said Chrysalis as Grogar looked down at his map of Equestria. "If there is anything I can do to repay you…"

"That won't be necessary, Chrysalis," Grogar interrupted, trying to concentrate on his map. "I have another ally I wish to bring back to life and join our ranks."

"Who?"

"A recent entry to the underworld, the Storm King. A creature that is much like myself, but not quite grounded. Do you know him, Chrysalis?"

"Um, not that I am aware of, no. Why do you seek him?"

"Because he wants Equestria to bathe in his glory and way of life and will stop at nothing to do so. How would feel about working alongside him?"

Chrysalis said nothing, but not because of being defiant, but more of not knowing who the Storm King is.

"Hmm, perhaps maybe you can see for yourself," he remarked, stamping his left foot down. "Lord Tirek! Cozy Glow! Come into court!"

Opening the doors to the throne room, Lord Tirek and his apprentice, Cozy Glow, were escorted into the throne room. Tirek snarled upon seeing Chrysalis, remembering how she tried to kill him for taking all of the magic in Equestria for himself.

"What's she doing here?" muttered Tirek, pointing at Chrysalis.

"There will be no defiance right now, Lord Tirek!" barked Grogar. "I have an important task for you all. I need you to journey to the spot where the Storm King's remains were disposed of after his death."

Grogar looked to his map and pointed to the spot in question on Mount Aris.

"Do you see this cliff?" he asked.

"I do see it, but is that really where he was buried?" wondered Cozy Glow.

"It is, young filly and I need you to retrieve his shattered body for me."

"Why us?" wondered Lord Tirek, who was still bitter about being with Chrysalis. "I'll have you know that…"

"Silence, Centaur!" barked Grogar in a loud voice, immediately silencing him. "Think of this as a time for you all to get to know each other a little bit better. Besides, if anypony or anycreature attacks you all, you know what to do to defend yourselves, right?"

Reluctant, Tirek agreed to working alongside Chrysalis and with Grogar watching, he sent the three villains on their way. Still, he had reasons to not be totally convinced.

"You might be a loose cannon, Tirek," Grogar thought to himself while looking down at the bell around his neck. "But, I have ways of making you all obey me and do my bidding as I ask you to do!"

…

Leaving the safety of Tambeleon behind, Tirek, Chrysalis and Cozy Glow made their way towards Mount Aris, although they didn't know how to get there.

"It would have been nice of Grogar to at least give us a map," remarked Cozy Glow. "I mean, do either of you know how to get to this Mount Aris?"

But, Chrysalis and Tirek weren't speaking to each other.

"Come on, guys. You're villains and conquerors, you can do better than this."

"My protégé, let me teach you something right here and right now," Tirek remarked bitterly looking over at Chrysalis. "Never work with the creatures who once tried to have you killed in your cell."

"That's because you were only trying to steal my source of feeding," Chrysalis snapped back. "We need love to survive!"

"And I need magic to sustain me," Tirek snapped back.

"ENOUGH!" screamed Cozy Glow, getting the two villains to stop fighting. "Look, we have a job to do for Emperor Grogar and we are going to do it without any fighting. My desire to be Empress of Friendship isn't going to be coming by itself you know."

With their youngest comrade straightening them out, Tirek and Chrysalis reluctantly agreed to help each other out.

…

From his viewing globe, Grogar watched them find their way to Mount Aris.

"Grogar," said a deep voice as King Sombra made his way into the throne room. "What's going on here? I was overseeing training of my troops when I heard Tirek and Chrysalis fighting."

"Sorry to have yourself interrupted, Sombra," replied Grogar. "It's just that I'm trying to get Tirek and Chrysalis to work together if we are to obtain our goals."

"Why?"

"Something about Chrysalis trying to kill Tirek in his cell or something like that," muttered Grogar. "But, don't let that get in the way of your own tasks, my friend. You have to focus on them and leave Tirek and Chrysalis to be sorting out their own quarrels. In fact, how has your forces been preparing themselves?"

"They are taking it one step at a time," replied Sombra, motioning for Grogar to come to the window where donkey soldiers wearing masks in Sombra's likeliness were practicing to kill by slitting the throats of other donkey soldiers who let out loud screams as their throats were cut. "I will say that hearing those screams brings a smile to my face."

"Me too, Sombra," chuckled Grogar. "We both have those things in common, don't we?"

"We are close friends for a reason," remarked Sombra as the two evil leaders chuckled to themselves.

…

Meanwhile, Tempest Shadow and Razzle Fizzle were continuing their visit at Razzle Fizzle's house. Razzle was still trying to come to terms with why her sister would accept Twilight's Royal Guard Captain position so easily.

"Fizzlepop, I…I still don't understand why you would accept a position so quickly," Razzle remarked. "I mean…are you sure that's what you want?"

"If we are to win this growing war that is coming against us, I have to take it," Tempest replied. "Dr. Strange told me that we can only win if this comes to pass."

"I don't know who this Dr. Strange is, but I just getting this feeling like…"

Tempest noticed her sister's constant stammering and realized just exactly what was going through her mind.

"Razzle, I want you to listen to me," Tempest said firmly, clutching her sister's front hooves. "If anything were to happen to me in this impending war, I want you to know that I love you more than anything in all of Equestria."

Razzle felt slightly better by this, but she was still unconvinced. Just then, the portal opened and out stepped Dr. Strange with the scroll Celestia had written to her in his hand.

"Dr. Strange," remarked Tempest. "What are you doing here? What's in your hand?"

"It's from the Princesses," he answered, handing it over to Tempest. "Your needed in Canterlot at once."

Taking the scroll, Tempest read what was on it and almost immediately, she felt her heart sink.

"Fizzlepop, what's wrong?" Razzle asked worriedly, only for Tempest to turn back around with a concerned look on her face.

"Razzle, I have to go to Canterlot. I love you."

Hastily hugging her sister, Tempest followed Dr. Strange into the portal and soon found herself back in the throne room.

"Princesses, is it true?" Tempest cried. "Are they really bringing him…?"

But Celestia silenced Tempest from saying another word and nodded her head in reply.

"Yes," she said. "Grogar has ordered that the Storm King's remains be recovered. You must go and stop them."

"I'll go as well," added Dr. Strange, much to the confusion of the royal sisters.

"Who are you?" asked Luna.

"I am Dr. Stephen Strange, master of the mystical arts," he answered, pulling Tempest into the portal. "But, we'll do introductions later. Right now, we have to stop this plot."

Without saying another word, both Tempest and Dr. Strange were gone leaving the sisters even more dumbfounded by what was about to transpire…

Chapter 23: "Threat Against the Crystal Empire"

Shining Armor and Princess Cadence were fast asleep in their bedroom early the next morning when a loud knocking sound was heard on their door. The sounds of the knocking caused Shining Armor to fall out of bed and onto his head. Getting back up, he made his way to the door and answered it.

"What is it?" he muttered, trying to wake up as he opened the door and saw Sunburst, Flurry Heart's crystaller on the other side. "Sunburst, do you know what time it is?"

"You might want to see this," replied Sunburst, handing a scroll to Shining Armor.

"Shining Armor, what's going on?" moaned Cadence, rising up as Shining Armor unfurled the scroll and read it. Reading it carefully despite his exhaustion, Shining Armor studied each word posted. "What's happening?"

"It can't be," Shining Armor whispered with a look of deep concern on his face. "Sunburst, are you certain that he is planning to attack?"

"I think there is no doubt about it. What do you want me to tell them?"

"Tell them we'll ready the Empire at once," Shining Armor ordered. "I want every available soldier ready to attack at a moment's notice."

Nodding in reply, Sunburst left to pass the order along. Concerned, Shining Armor then turned to Cadence, who immediately sensed that there was danger forthcoming. The look on her husband's face made it clear that something was amiss.

"Cadence, what we both feared is happening," he said. "King Sombra is back from the dead and planning an attack."

"Impossible," gasped Cadence, her eyes widening in shock. "But, how?"

"Emperor Grogar is behind this. We have to prepare for war."

Immediately racing out of bed and putting on her royal accessories, Cadence raced out of the bedroom to meet with the Crystal Empire's military leaders.

…

Meanwhile, the Guardians of the Galaxy were starting to come around from their injuries and Quill slowly climbed out of his bed to stretch his legs when he heard Cadence and Shining Armor running down the hall by the hospital room.

"What…what is that, Quill?" asked Drax, slowly trying to get himself back up. "What's going on?"

"I'm gonna find out," Quill replied, opening the door and stepping outside to meet Cadence. But Cadence raced by Quill, ignoring him. "Hey! Stop!"

Sighing heavily, Quill turned back into the hospital room. No sooner did he walk in that Gamora opened her eyes weakly.

"Pe…Peter?" she gasped and upon seeing her open her eyes, Quill ran over to her and bent down to embrace her. "Where…where are we?"

"Quill, something's going on and we'd better find out what's happening," suggested Drax as Rocket Raccoon also came around.

"Wha…what's going on here?" muttered Rocket. "What's all the commotion?"

"I…am…Groot," Groot said weakly as Mantis also woke up.

"Something's happening," she said, her antennae picking up the disturbance. "Evil…is coming…here."

"Yeah, no kidding," remarked Quill, pulling himself away from Gamora. "I'm beginning to get the sense that something doesn't seem right here. Can any of you move?"

"I can move, Quill," said Rocket, slowly climbing out of his bed only to fall back down on the floor. "Or at least I can move."

"I'm Groot."

"Okay, anyone who can move, follow me," ordered Quill and accompanied by Drax and Groot, followed the source of the noise that was coming from one of the meeting rooms down the hall.

…

Inside the meeting room, Cadence and Shining Armor immediately called to order an emergency meeting of their top military officers.

"Now," Cadence began as Quill, Drax and Groot listened from outside. "When did this message come out and what is King Sombra planning to do right now?"

"It came out early this morning, your highness," said a pony in high ranking crystal armor. "King Sombra is indeed resurrected from the dead by Grogar and planning an assault on the Empire. It's my recommendation that we hit him before he strikes."

"I completely agree," cried a pony in naval armor. "We strike him before he strikes us."

"Has it occurred to either of you that if we do strike King Sombra," remarked Shining Armor. "That Emperor Grogar will be backing him up? I suggest we focus on the defense of the Empire before we plan any type of counterattack. For that matter, I am recommending that we evacuate the city as a precaution. The last thing any of us want is any civilian casualties."

"Especially by a pony who has a heart as black as night," added Cadence, placing her hooves down hard on the table. "Perhaps many of you have forgotten just how dangerous King Sombra is to begin with."

The two rulers of the Crystal Empire stared down their officers who responded with an equal stare of concern. From outside the room, Quill and his fellow Guardians understood the gravity of the situation.

"Guess we'd better help in any way possible," whispered Drax and Quill quickly agreed.

"I'm Groot."

"Yeah, Groot, I agree with Drax."

Still, they continued to listen to what was going on.

"Your highnesses, we also know that Sombra doesn't have an army," said the pony in Crystal Naval armor. "If he doesn't have an army…"

"Grogar will provide him one," interrupted Shining Armor. "Admiral, you have to understand, in fact you all should understand that Grogar has the power to bring souls back from the dead. You kill a soldier, he will bring that soldier back from the dead."

…

Just then, the door to the meeting room creaked open and the meeting was interrupted by the three Guardians who immediately fell to the floor.

"Excuse us," chuckled Quill, quickly getting back up to his feet, much to the shock of all in attendance. "We…we couldn't help but overhear what was happening."

"What are you doing here?" asked Shining Armor. "You should be in recovery."

"I am Groot."

"I'm Shining Armor and I demand you leave at once!"

"Shining, please!" cried Cadence, walking over to him before motioning for Quill, Drax and Groot to come over. "If they can help us, we have to let them."

"Um, for those of you who don't know who we are," said Quill, awkwardly looking at the highly important ponies present. "I'm Peter Quill, otherwise known as Star-Lord, leader of the Guardians of the Galaxy. This here is Drax the Destroyer and Groot, who doesn't really speak much."

"I am Groot."

"I'm Princess Cadence, ruler of the Crystal Empire and this is my husband and co-ruler, Shining Armor."

Of course, Shining Armor said nothing.

"There are a few more of us, but they are all in recovery. By the way, I just wanted to thank you all for saving us from death."

"There are a lot of questions that we need to ask of you, Peter Quill," said Cadence.

"Call me Star-Lord and ask away."

So, the Crystal Empire's leaders began to question Quill and the uninjured Guardians about how they could contribute to the growing fight ahead.

…

Meanwhile, at the school of friendship, Peter Parker was about to start his first day of classes along with Rachel and they would soon meet the rest of the Student Six for the first time…

Chapter 29: "The Six Pieces of Wood"

Grogar had played his cards and now the time had come for him to witness the impending results. Just as the six villains were about to leave the throne room to carry out their assigned tasks, a donkey soldier came barging into the throne room at a frantic pace.

"How dare you enter unannounced?" Grogar exclaimed as the donkey soldier came burrowing in and bowing at his feet. "What is the meaning of this?"

"Forgive me, my emperor," the soldier replied. "But, patrol found something that might be of interest to you."

"Well, what is it?" asked Grogar, quickly motioning for his team of villains to return to him. "Show or tell me what it is!"

A pair of Changelings loyal to Chrysalis came through at that moment holding what appeared to a series of multi-colored sticks. This caused Chrysalis to snarl at the site of them.

"We found these near the tree of harmony," said one of the changelings. "They look…rather different from the tree itself."

Noticing Chrysalis looking irritable, Grogar beckoned for her to come forward.

"You seem distressed, Chrysalis," he remarked. "Do you know what these are?"

"Of course I do," Chrysalis snarled crossly. "I know these pieces of wood. They are nothing more than traitors to me!"

"What is she talking about?" whispered the Storm King, scratching his head in confusion. "Did I miss something here?"

Taking the pieces of the wood from the Changelings, Grogar placed them at his feet for Chrysalis to look at.

"I can't believe you found them," Chrysalis growled at her Changeling soldiers. "What were you even doing near the Tree of Harmony to begin with?"

"We were on patrol, your majesty. Honest!"

"It's just that they looked different and…"

Chrysalis was having none of it and prepared to strike at her soldiers.

"Stand down, Chrysalis!" ordered Grogar. "If there is anyone who will be administrating punishment, it's me. Understand?"

Reluctantly, Chrysalis stood down from unleashing her rage.

"Now, why do you call them traitors?" he asked.

"Because I created them to get revenge on Starlight Glimmer," explained Chrysalis. "But, they went behind my back and…"

But before she could go on, Grogar put a hoof to her chin and smiled fakely.

"You wanted to restore your throne, is that it?" he asked the smile quickly turning to a frown. "Well, you won't do it that way! No! I think that these pieces of wood can serve me well more than you, Chrysalis."

Picking up the pieces of wood, Grogar took them from the throne room to his black cauldron with the intention of bringing them back to life.

"Ugh," groaned Chrysalis. "You aren't bringing them back to life, aren't you?"

"Maybe," laughed Grogar. "I can always use more generals to amass my army."

"Uh, there is enough generals here to command all of Equestria," advised Cozy Glow. "Maybe take a break from recruiting for a while."

"My protégé is right, Grogar," added Tirek. "There is a wise saying that less is more."

Grogar didn't take note and instead had Scarface growl at Tirek to silence him and Cozy Glow. Turning his attention back to the cauldron, he was just about to drop the pieces in when he was interrupted again.

"Um, excuse me," remarked the Storm King. "About Mount Aris? Can we…?"

"There has been a change of plans," he replied, stopping himself from dropping the pieces into the cauldron. "In any case, why divide and conqueror while we can bring everything together? In any way, Equestria will call on its allies with the same strength as us. While they build their strength, so will I."

"So, you won't drop them?" asked Chrysalis, but Grogar didn't listen. Instead, he dropped the pieces of wood into the cauldron and chanted the same spell he used to bring everyone else in his ranks back. However, something went wrong and the cauldron suddenly stopped. "I told you so. Those traitorous fools won't listen to anyone."

But, Grogar didn't seem to care. He was determined to bring the souls of the pieces of wood into his fold in any way possible, even if it meant returning to hell and convincing them to join his ranks.

"They will listen to me," he said firmly looking down into the cauldron. "Oh, they will listen to me when I get through with them."

…

At the same time, Fury Swipes arrived in Canterlot to inform the Princesses of what had happened in the Crystal Empire. Darting into the throne room, he looked up and saw the Royal Sisters sitting on their thrones anxiously waiting for any news.

"Your highnesses," he said, bowing to them. "I trust you have read that the Crystal Empire was attacked."

"We have," said Celestia. "What news have you learned?"

"Sombra was driven back," replied Fury Swipes. "But, for how long, I don't know. Not very many casualties to report, but still…"

"That's good to hear," interrupted Luna. "Although I find it hard to understand why Sombra would attack the Crystal Empire alone."

"He must be impatient, Luna," Celestia whispered as she stepped down from her throne. "For 1,000 years he has longed for taking the empire back. Grogar must be furious with him for going behind his back."

"Then we have to take this to our advantage, sister. We have to strike at them while they are regrouping."

"Not quite," interjected Fury Swipes, holding a parchment in his paw and handing it to the sisters. "According to our recent intelligence, he is planning to strike all of your allies so that when the time is right, his goals can be quickly accomplished."

Just then, the doors opened to reveal Jim as War Machine flying into the throne room.

"What is it, Colonel Rhodes?" asked Celestia as Jim landed and removed his War Machine helmet.

"Did some scouting near the tree of harmony," he reported. "And there were two Changelings nearby."

"Changed or Unchanged?" Luna asked.

"Unchanged."

"What do you think they were doing over there?" wondered Celestia, sensing that something wasn't right. "Colonel, explain."

"I didn't see much, but they were carrying six pieces of colored wood."

"Six pieces of colored wood? Near the Tree of Harmony?"

Just then, Celestia felt something come back to her that there was an all too familiar feeling to this whole situation.

"Luna," she gasped. "Didn't Twilight tell us something about possible clones that she and her friends encountered during their friendship retreat a while back?"

"Yes, yes she did, sister."

"Where did they go, Colonel Rhodes?"

"Supposedly, they headed north."

"Towards Tambeleon. Colonel, I need you to track where the Changelings had gone."

"Would it have made sense that went back to Tambeleon?" suggested Luna, looking over at Celestia. "If it had then it would make no sense for Colonel Rhodes to…"

"We need to be sure, Luna. Colonel, go at once and take some of Luna's guards with you for backup."

Acting on this order, Rhodes took to the air and flew out of the throne room, leaving the sisters and Fury Swipes alone.

…

Flying as fast as he could, Rhodes, flanked by two of Luna's guards attempted to track where the Changelings had gone and soon found himself at the tree of harmony where he was detecting heat signatures. Then, he found something else that was out of the ordinary.

"Uh, is it supposed to be doing that?" he wondered as the tree of harmony began to glow slightly black several times over. "Guys, go down there and check it out."

Acting on his order, the night guards flew down and took a careful look at the tree of harmony's rapid changes.

"Their highnesses will want to know about this," one of them said to Colonel Rhodes. "Something must have happened to the tree of harmony."

"Well," sighed Jim. "We know that the Changelings had been here. Let's get back."

So, they flew back, but little did anyone realize that the tree of harmony was not what it was meant to be in any way at all.

The Tree of Harmony was corrupted…