Captain Marvel: Equestrian Bound

by ThelivingDiscord

Rating: teen
Tags: Profanity, Violence, Princess Celestia, Slice of Life, Crossover, Death, Human, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Spike, Comedy, Other, Adventure
Length: 5417

In a Universe full of worlds, Captain Marvel happens to stumble upon one with some talking ponies. When the world faces imminent danger, whats a hero to do?

It has been a years since Captain Marvel has set out to protect the Galaxy and fight back against the Kree Empire. In her travels across space, she finds a planet very similar to Earth. Curious as to what the planet had to offer, she went to the surface only to find a giant kingdom being swarmed. With that hero flare sparking in her chest, she flies to the aid of the people in the kingdom, completely unaware of what she is about to get herself into.

This story does not follow the MCU timeline. This Captain Marvel is of the Comics, but her powers are a bit more similar to the one in the MCU.

Published 2019-05-10 02:30:01 UTC
Last updated 2019-05-12 19:39:09 UTC

A Hero's Entrance

I stared down at the green, blue planet below me. I watch as some of the clouds of the planet moves slowly. Taking my eyes off the planet for a moment, I gazed at the sun in the distance that illuminated the planet. I don't know why I was so transfixed with the planet. It was only ten minutes ago when I was flying through space towards the Sovereign System when I noticed a planet that almost looked exactly like Earth. I had almost thought I was flying in the wrong direction when I saw the planet.

It resembled Earth almost identically. The only difference was that the sun was a bit closer and its continents were different shapes. I kinda wondered what life lived on that planet. I didn't notice it on the travel records given to me by Peter Quill. He has been to the Sovereign System, yet it doesn't show he encountered this planet on his logs. I took my eyes off the holo-projection of the star map and looked towards the system I had set out for. Maybe a slight Detour wouldn't hurt. Just a quick peek then off to deal with that stupid Abilisk.

In the Beautiful city of Canterlot, all was in havoc. What was once thought to be the joyous day of the Marriage of Princess Cadence and Captain Shining Armor, was now a invasion of a changling Hive. Where ponies thought it was a perfect day for all, was only a perfect day for one Queen.

In the throne room, Queen Chrysalis was smiling down at the chaos in the city. Her plan couldn't have gone off any smoother. Well, that little pony Twilight may have caught on with her plans, but she handled it before it could even become a problem. With the Princesses now trapped, Shining Armor under her spell, and the hive feeding on the ponies below, all she had to do is wait. Wait until the entire kingdom was under her control and accomplish the only goal she had set out to do.

Well this isn't what I had expected. When I flew through the planets atmosphere and saw a castle on the side of a mountain, i knew I had to check that out. I decided to keep my distance and see the people living there. I used the enhanced sight on my combat helm and tried to see what they looked like. I was shocked to see ponies running around the city and the castle. I was more shocked to see little black bugs flying around gathering them up. If I didn't know any better, I'd say they were being attacked. Exiting my enhanced sight mode, I looked away from the apparent invasion below towards the direction of the Sovereign. I sighed and flew down to the castle below. Duty calls.

In the streets of Canterlot, a mare ran with all her might as she tried to balance the foal on her back. She was walking towards the castle after getting a snack for her son before the Invasion came. The first thing she did was grab her son and ran as fast as she could in any direction. She tried to enter a few shops, but the doors wouldn't open. Now she was stuck out in the open with her foal trying to escape the creatures that invaded the city. So far she hasn't run into any of them, but she didn't want to risk stopping and getting caught. However, she could feel her legs starting to wear out and her foal was crying as quietly as he could. She rounded a corner only to trip on an uneven patch of concrete.

She fell with a yelp and landed on her side. She tried to fall so that she didn't land on her foal. When she fell, he son couldn't hold back the cries anymore and started bawling. She took him in her arms and tried to calm him down, ignoring the scraps she suffered in her little tumble. As she began to get the foal to calm down she heard a faint buzzing sound. She looked up only, to her horror, to see at least 20 of those bug like ponies flying towards her. She couldn't do anything but watch as they descended towards her.

She held her foal closely as one of them approached her. It had blank blue eyes with sharp fangs poking out of its drooling maw. Holes covered its four legs and its insect like wings fluttered slightly.

"You will come with usss pony. We will need you to feed our tired dronesss" he hissed. The mare clutched her foal tighter.

"NO! I won't let you take us!" she yelled at the bugs face. He smiled and chuckled softly.

"You will come with usss, or you foal will get hurt" he said. She clutched her eyes and prayed with all her heart that somepony will come and save them. Somepony, anypony. As she waited for the end, she heard a weird sound in the distance. To her it sounded like a Pegasus breaking the sound barrier. But what could be flying out there in the middle of all this chaos? She swiveled her ears to find the direction of the noise. Her eyes widened when she heard the noise coming closer and closer. The insect like ponies seemed to notice this as well because they all looked up one after another. All of them stared with wide eyes as they saw the bright light coming towards them.

What did i get myself into, I thought. I flew closer to the castle and saw that the swarm was much bigger than I thought it was. I needed more power in order to take something like that head on, but these insect like creatures didn't carry any weapons. I wouldn't be able to absorb any energy that way. As I flew over the chaos I saw a group of insects cornering a small pony. She seemed to be holding something in her arms, but I was too far to see. Wasting no time I flew as fast as I could to her aid.

I increased my photon light so they couldn't see me clearly. I landed in front of them Iron Man style. I felt a little bit of giddiness inside when I pulled it off and landed with a loud thud. The insects and one pony all stared at me as I stood up and faced them. I crossed my arms and raised a brow.

"Now what do we got here? To me it looks like you uglies are bothering this poor pony." I said smugly. They all hissed and bared their fangs. One of the bugs walked through the group and faced me. He looked like the leader of this party.

"Turn back creature, or elssse we will consssume you as well." he snarled. I held back a chuckle at his threat. This little guy stood at my hip. How in the hell is he going to "consume" me?

"Well I hate to break it to y'all, but I'm pretty hard to chew. So unless those fangs aren't for show, you're gonna need a bit more to cut me down."

The bug snarled and the horn on top of his head glowed a sickly green. My eyes widened as he fired a laser at my chest. I closed my eyes expecting pain, but I didn't feel it. If anything I felt more energized. I opened my eyes and saw myself glowing a bit brighter. I smiled like a madman. The bug stood with eyes wide that his attack didn't work. Choosing not to let me attack first, he jumped up at me with his mouth wide open. I raised my fist and fired a single photon blast at him. He barely made it a foot before being blown to pieces by my attack.

All the other bugs stared at my with caution or horror. I cracked my knuckles, showing them I'm ready for who's next. Two more decided to fight and pounced at me. I quickly jabbed at both of them and knocked them into a building behind them. I was surprised to see how easily they went down. I'm not even sure if these guys were fighters or not. I may have killed 3 easily, but there were still at least 19 left. I stood in my fighting stance and waited for them to attack.

These bugs didn't know anything about coordination because they flew at me one at a time. I punched my way threw every single one of them. There were a few who did try to sneak up behind me, but a quick kick took them out. I was too busy fighting a group that I didn't notice one of them had flown above me. I felt it land on my back and began striking blows at my head or body.

I didn't really feel it hitting me, but it was still annoying. I reached behind myself and plucked the bug off my back by the neck. I threw it into one of its buddies and they both collided into a wall. I aimed my fist at the pair and blasted them away, leaving a sizable hole in the wall. I took my attention off the destruction I made and focused on the last few bugs. They stood close together while baring their fangs at me. All three of them charged their horn and fired at me.

Quickly reacting, I held out my hands and caught the blast. I felt the energy flow through my hands to my core. Smiling again, I aimed both my fist at the last of the bugs and fired away. They didn't have time to move as the lasers shot through them. They fell to the ground with surprised looks upon their faces.

Lowering my fist, I scanned the area for any more of those bug things. When I couldn't find anymore in the area I lowered my defenses and deactivated my combat helm. I looked down at the pony who sat near a wall the entire fight. she shivered slightly as she clutched whatever she was holding in her arms. She had her eyes closed shut and her ears were pinned to the back of her head. I slowly made my way to her, making sure not to do any quick movements so I don't scare her.

The pony obviously heard me approach because she tried to back up further into the wall, as if she was trying to disappear into it and escape. I knelt down to her level spoke.

"Hey there little pony. Sorry about the little fight, but I knew those guys were going to hurt you if I didn't jump in." I said as soothingly as I possibly could. Her ears raised slightly and she opened one eye to look at me. I was surprised to see a pink eye staring at me. Actually, she was kinda weird in general. I didn't know of any ponies that could have sky blue fur and a pink mane.

As she moved, I finally was able to see what she was holding. It was a little tan foal with a dark brown mane. I almost lost my cool with how freaking adorable that little ball of fuzz was. The mare noticed I was staring at her foal and hid it away from my sight. I felt slightly hurt at the mistrust, but I couldn't really blame them. The best I could do was assure them I was not a threat.

"Hey, don't worry. I'm not going to hurt you or your foal." I said smiling. The pony looked up at me with a small amount of hope and relief in her eyes. I looked down at the foal and saw it staring at me with its brown eyes, filled with curiosity.

"Whats its name?" I asked. She looked down at the foal in her arms.

"His name is Pound Cake." she answered. I smiled at the name. Sure it was kinda weird for a name, but it was still kinda cute. I stood back up and dusted some dirt that gathered on my knee.

"Well then, lets get you and little Pound Cake somewhere safe ,Hm." I said. She nodded and stood up. She placed the foal on her back and waited for me to lead her. I looked around and saw a building that looked abandoned. I led her to the building and kicked the door open. the building looked to be a small shop full of candies. The mare walked inside and hid behind the counter. With her out of harms away, I began to make my way out.

"Wait!", she called out, "where are you going?" she asked. I turned around and stared at her.

"Well someone has to stop this invasion. Just stay here for a while. I'll wrap this up soon and be on my way." I said. I turned around and opened the door. She called out to me again.

"What is your name miss?' she asked. I didn't turn around, but I did swivel my head and looked at her out of the corner of my eye.

"Just call me Captain Marvel." I said. With that I walked out of the little candy shop and made my way to the huge castle where ,hopefully, the leader of this invasion was relaxing.

A Hero's Victory

In the throne room of Canterlot Castle, Queen Chrysalis sat upon the golden throne of Princess Celestia. She smiled as she stared down at the 6 ponies that tried and failed to ruin her plans. She was surprised to hear from one of her drones that six mares were fighting her hive at an attempt to obtain the Elements of Harmony. It didn't take long for her to send her elite forces to handle the issue.

She had to hand it to them. They did put up a good fight. They defeated dozens of her drones. She thought they were weak and frail, but they proved to handle themselves very well. As amusing their attempt was, she was kinda glad nothing serious happened. It would have been humiliating if they were able to reach the elements and defeat her.

Now that the last of the resistance is out of the way, she can begin her new rule as Queen of Equestria and the Changeling Hive. The only thing she had to do was decide the fate of Princess Cadence, Celestia, and the six ponies that stood in sadness before her. Maybe they would be executed to show her right of power? Maybe make them fight each other to the death? So many possibilities.

She was about to speak her verdict until one of the hundreds of drones flew to her side and whispered in her ear. Her eyes widened at the news she had received. She had just been told a being of light was fighting their way up to castle as they speak. So many questions ran through her mind. Who was this new creature? How much power did they posses? What are their intentions? Her thoughts were broken as the ceiling of the throne room was blasted open by a bright light.

These things just kept coming. After I saved the mare and her foal I flew to the castle to end this invasion. I thought it would be easy since these things didn't stand much of a chance, but they kept getting in the way. I swear I couldn't fly for a second without the damn things trying to bite me. As I tried to look for the Leader I also managed to spot a group of ponies being held captive. Their reactions were the same as the mare's when I saved them. They all practically wet themselves. But after killing some more of those bugs and breaking out a few more hostages, They began to trust me more. I even saved a few captured guards that knew where the Queen of these bugs things was most likely hiding.

They told me she was most likely in the throne room of the palace. He gave me a bunch of instructions of how to get there, but there was no way in hell I was going to remember that crap. He just told me which part of the castle it was and that was good enough for me.

It took me a few more minutes to find the spot he was talking about while dealing with the annoying bugs that would fly at me. Using my photon beams, I blasted through the ceiling and made my entrance.

I stood there in shock as everpony, besides the unconscious Celestia and brain dead Shining Armor, stared at the glowing being that floated in the middle of the room. The creature was definitely a sight to behold. It's hair was a glowing blond and she radiated light that only Celestia could compete with. It wasn't a pony, but a sort of bipedal creature that resembled an ape or Minotaur. It had a slim yet muscular figure that showed the strength in held. Its eyes glowed underneath its red helmet that covered half her face. It definitely seemed like a soldier based off the type of clothing it wore. It's colors were gold, red and, blue and they seemed to have small parts of padding in some areas. It also had a star in the center of its chest with a unique cap flowing from it's hip.

The creature looked at each one of us, as if it was analyzing how to engage us. Whatever this creature was, it definitely had power. Power it could use to stop me, but I won't let that happen. Using my link to the drones in the room, I signaled to one of them and told it to sneak up behind her and land a killing blow.

I saw the drone move out of the corner of my eye. The creature didn't seem to notice because it gaze was focused on me. Apparently it knew I stood out from the rest. I hoped that drone would strike before the creature does.

As If my prayers were answered, the drone I had summoned managed to get behind the creature. I smiled as my drone pounced, its fangs aiming for the creature's neck. My eyes widened when the creature suddenly moved. It reached back with its hand and grabbed my drone by the neck. Had it known this whole time? I wondered as fear coursed through me. I watched as the my drone struggled under the grip of the glowing creature in the room. I felt a jolt of guilt run through my chest as I knew I doomed that drone to death.

The creature didn't even seem to care that it was choking one of my subjects to death. I winced as It finally ended my subjects suffering by killing it with an audible snap of its neck. It let go of the now lifeless body and it fell to floor with a loud thump. Each one of us stared at the dead body with a mix of caution, fear, and dread. What's worse is that the creature's eyes never left me. They stared at me the entire time. When I thought it would attack after my plan to kill it, I was surprised to hear that it spoke.

"So I'm guessing you're the leader of these things?" the creature. By the sound of its voice it was apparently female. Deciding to not anger the being that stood in front of me, I answered.

"Yes, I am Queen of The changelings and now ruler of Equestria. What is it you want creature?" I asked with as much courage I could muster. She tilted her head slightly and crossed her arms in a very judgmental manner.

"Well I guess you are since you poke out like a sore thumb." she said lazily. I furrowed my brow at her remark. Who does this creature think she is?, I thought. I didn't like her attitude one bit. I summoned all the guards I had in the room to attack her, I smiled as I saw all 25 of them advance. The creature looked around with a neutral expression. I watched with amusement as my changelings swarmed her. What happened next caught me off guard.

Without even flinching, she let all of my changelings swarm her. She didn't even scream as they began biting and kicking her. I thought she was dead, but the light she radiated seemed to grow brighter and brighter. It was so bright that it was hard to look at. Not even 2 minutes after they had swarmed her, she almost glowed liked the sun. What happened next brought me even more grief.

She used whatever power she had and self destructed. Where there was once 25 changelings covering the creature, was now zero. She had disintegrated them all. Little specks of ash flowed around the room. It took all of my willpower to to cry at the sight of my subjects being killed so mercilessly.

The creatures bright aura had dimmed down enough so that we could see her. I felt my eye twitch when I saw the smug grin she wore on her face. She just killed 25 of my changelings and she had the audacity to smiled in front of me, The Queen of The Changelings!

"How dare you smiled in front of me as you killed my subjects!" I hollered. Her grin never wavered. If anything it grew wider.

"You should learn to observe your opponent before making any rash decisions. You thought, since I was alone, It would be a good idea to gank up on me. You should have only sent half of them to see what I could do. But now that you sent all of them, you don't have any more guards and you're all alone." she said smugly.

I grounded my teeth together in fury. She was right, I should have been more thoughtful of my plan of engagement. However, she doesn't know what I can do.

"That may be true, but you have yet to witness what I can do!" I said. She nodded and cracked her knuckles.

"Yep, now I can see what you're packing one-on-one." she said happily. That tipped me over the edge. Without even thinking I aimed my horn and blasted her away with enough magic that could break any unicorns shield. She didn't even flinch as I hit her square in the chest. I smiled as the blast sent her flying into a wall. Now she will learn how arrogance can be the downfall of everyone, I thought. I hard once of them six mares gasp when they saw the creature step out of the hole in the wall.

I stared at her as she walked out unscathed and slightly annoyed. She raised her hand and brushed a small amount of ruble that had gathered on her shoulder. I stepped my slowly as she began to advance on me. I only had a split second to raise my shield as she raised her fist and shot a powerful beam at me. It took a good amount of my magic to keep my shield from cracking from that attack. How much power does she possess, I thought.

"So you're tougher than the other. I made the mistake of thinking you're all the same. but don't worry, I won't make that mistake again" she said seriously. She flew straight at me. I summoned my shield again to stop her from flying into me. The shield stopped her, but then she began to punch it. Her fist glowed with raw energy as she broke my shield down piece by piece. She raised her fist for one last hit. It came down and finally shattered my shield. It took only ten hits when it would have taken 10 unicorns with all their magic to break.

I cried out in surprise as she grabbed my neck. She wasted no time in beating my face in. I felt every impact of her fist hitting my face. It felt like a thousand pounds of iron colliding with my face. She had enough strength to break my chitin and give me a few cuts across me cheeks. I had to stop her before she kills me, I thought. I used my magic and grabbed her whole body.

I raised it away from me and flung her to the other end of the room. Again she impacted another wall. I thought I would have a few seconds to breath, but she instantly flew out of the hole and came right at me. In a moment of panic I turned around and tried to buck her. She somehow managed to predict my move because she dodge my attack without flaw.

I watched in terror as she raised her golden fist and brought it down to the said of my forehead. My head felt like it was splitting in two and I could barely see. She had hit me so hard she had knocked my head into the marble floor. I wouldn't be surprised if had somehow broken my horn. I tried to stand, but another blow to the side of my head made me hit the ground again and made everything go black.

Well that was quick, I thought. I was hoping she would put up more of a fight since her blast actually kinda hurt. Yet again I let me ego get in the way and let the enemy get the first hit. Mar-Vell would probably hit the back of my head and scold me. But it doesn't matter since her shield barely stood up against my attacks and she went down with only a few blows.

I heard one of the mares cough softly. I turned around and saw them all staring. They were smart enough to get out of my way, but they seem a bit on edge. I guess I need to prove I'm not bad once again.

I removed my battle helm and fixed my short hair that hot a bit messed up in the slight tumble I had with the Queen. I floated down to the ground in front of them, smiling slightly. Out of the six mares, a purple one stood in front of them. She had a very nice purple coat with a darker shade of purple for her mane that had a pink strip that ran down the side. The way she stood, she seemed to be the leader of this group of mares.

"Hey there short stack." I said jokingly. The mare blushed slightly from my little joke. she quickly shook that blush away and looked up at me.

"Um, thank you for your help, but what and who are you?" she asked. I was about to answer, but then I head someone chuckle. The chuckle grew into a maniacal laugh. I looked behind me and saw it was the Queen. She was sturdier than I thought.

She didn't stop , she just kept laughing like joker. I was about to ask her whats her problem was until i was interrupted again.

"You think, just because you can beat me you have strength. I may have beat Celestia on my own, but she would never have stood a chance against my changelings. If I can't beat you, then maybe they will!" she screamed. As soon as she said that the castle began to shake. It sounded like a million flies buzzing around the room. I walked away from the group to the hole in the ceiling. My eyes widened when I saw what she meant.

Outside was almost pitch black. She had gathered her swarm over the entire castle, casting a shadow over all of us. She was right about me being able to take her out easily, but her whole swarm might be a whole different story. However, its not the first time I've face odds like these. Thinking quickly I looked around for anything I could use for energy. I noticed that two of the six mares had horns, and one mare that was holding a white stallion had a horn as well. If the changelings power could boost me, I wonder if theirs could.

"Hey, you three with the horns, I need your help." I said. The mares looked at me in shock. They had no idea what I was thinking, but I didn't care. I needed to use it again. It was the only chance I had of winning.

"I need you three to shoot me with as much energy as you can spare." I said. They all looked at me like I was crazy. The purple one objected.

"Why would we do that. It would hurt you very badly, it may even kill you!" she yelled. I rolled my eyes.

"There is no time! I can't fight them without some more juice. Don't worry, I can take it." I said. I heard the swarm beginning to come towards us. The orange one in the group decided to speak up.

"Now hold up there sugercube. There ain't no way you can take all of that by yurself." she said with a thick cowgirl accent. I shook my in annoyance. These ponies are too damn persistent.

"Look, we don't have time to argue! Just shut your muzzles and let me save you!" I yelled in desperation. The three horned mares looked at each other then nodded. Their horns began to glow colors similar to their pelts. I then watched each one of them focus all their energy at me and shoot me with it.

I didn't expect it to hurt, but it did. It hurt a lot. I never liked doing this, but it was my ace in my hand. Even if the odds are against me, I never fold. I felt the energy they shot at me course through my core. At first it felt like acid running through my veins, but then the pain began to subside. I focused all the energy in me all over my body. I felt my hair turning to fire and my body glow even brighter than before. I looked up at the swarm and smiled. Lets see how these guys like some Binary.

I rocketed out of the room and flew towards the swarm. I watched the swarm spiral around and focus into a arrow. I stopped halfway between the castle and the hive. Summoning all the energy I had into my hands, I released it into a giant beam. bit my lip to hold back my cries of pain as all the energy given to me was forced out of my hands. I watched the giant beam of energy consume the swarm and burn them away. I tried to hold it for as long as I could, but the energy eventually ran out and my Binary power dissipated.

Where the was once hundreds of bugs in the shy, there as now ash everywhere and the smell of burnt flesh. After taking a few moments to catch my breath, I flew down to the hole where the ponies, Queen, and one new white Horned pony with wings stood. They all looked at me in a mix of surprise, fear, and anger. The ponies were surprised beside a few who looked like they were about to wet themselves. The Queen, however, looked like she was ready to slaughter the whole room.

The purple pony stepped forward towards me. I raised my brow as I floated there in front of her.

"What did you s-say your name was again?"

Author's Note

So there appears to be mixed opinions about this story. I honestly can't ell if its bad writing or if you just hate captain marvel. If its bad writing, then please tell me how to improve instead of saying its bad. If you just hate the character and want to crap on my story, then please take that negativity somewhere else. I may like captain marvel, but I don't have any love for Brie Larson or how Captain Marvel has been changed in the comics. I write this for fun and fun alone.